HomeMy WebLinkAboutC07-052 Vail Valley Jet CenterEAGLE COUNTY, COLORADO
VAIL VALLEY JET CENTER, LLC
DE-ICING FACILITY AGREETNIENT
This DE-ICING FACILITY AGREEMENT ("Agreement") is entered into this
day of 2007, between and among EAGLE COUNTY,
COLORADO, a political subdivision of the State of Colorado ("County"), and VAIL VALLEY
JET CENTER, LLC, a Colorado limited liability company ("VVJC"). Collectively, the County
and VVJC shall be referred to as "Parties."
RECITALS
WHEREAS, the County owns, controls and operates the Eagle County Regional Airport
(the "Airport") located between the towns of Eagle and Gypsum in the County of Eagle, State of
Colorado; and
and
WHEREAS, the County is duly authorized by law to administer and govern the Airport;
WHEREAS, the Eagle County Air Terminal Corporation (the "Terminal
Corporation") is a non-profit corporation organized for the benefit of Eagle County for the
purpose of acquiring, constructing, operating and maintaining property in order to provide
certain Airport related facilities and improvements on behalf of the County; and
WHEREAS, Terminal Corporation has issued and sold bonds to finance the construction
of a certain de-icing facility and related improvements at the Airport (the "De -Icing Facility");
and
WHEREAS, County and Terminal Corporation did enter into a ground lease in order to
lease from the County to Terminal Corporation certain real property to be used for the De -Icing
Facility (the "De -Icing Facility Ground Lease"); and
WHEREAS, Terminal Corporation has entered into a Project Construction Agreement
with the County (the "Project Construction Agreement"), pursuant to which the County agreed
to constrict certain improvements on the De -Icing Facility Ground Lease; and
WHEREAS, the County subleased the De -Icing Facility Ground Lease from Corporation
wherein County obtained the right to occupy, operate, improve and use the De -Icing Facility
Ground Lease and De -Icing Facility (the "De -Icing Facility SubLease"); and
WHEREAS, the County needs to construct and operate de-icing fluid collection,
treatment, and disposal facilities for both general aviation and commercial air traffic to provide
good protection to the Airport and surrounding environment; and
WHEREAS, VVJC and County are desirous of entering into an agreement where VVJC
will assist the County in occupying, operating, improving and using portions of the De -Icing
Facility Ground Lease and De -Icing Facility for service to general aviation traffic under terms
and conditions as set forth herein.
COVENANTS
NOW THEREFORE, in consideration of the terms and covenants of this Agreement,
the sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows:
ARTICLE I
DEFINITIONS
1. Certain Definitions. As used in this Agreement:
designee.
I.I. "County Representative" shall mean the Eagle County Manager or his
1.2. "De -Icing Facility" means two de-icing pads and containments systems on
the east and west end of the Airport, a containment and treatment cell located at the Eagle
County landfill, and all attendant improvements for operation of the same.
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1.3. "Development of the Property" means the first date on which there is
substantial completion of the Project. "Substantial completion" as used in this Agreement shall
mean the date that the general aviation de-icing pad and the landfill containment and treatment
cell is capable of accepting and containing glycol de-icing fluid.
1.4. "Plans and Specifications" means the plans and technical specifications
for the construction of the Project.
1.5. "Project" means the design and construction of two de-icing pads and
containment systems on the east and west end of the Airport apron, a containment and treatment
cell located at the Eagle County landfill, and all attendant improvements for operation of the
same.
1.6. 'Project Costs" means the actual and total cost of construction for the
Project, including but not limited to: 1) design, architectural, and engineering services as
currently estimated in the attached Exhibit "A" 2) construction and management costs as
currently estimated in the attached Exhibits "A" and "B" 3) bond issuance costs including legal,
underwriter, and consultant fees as currently estimated in the attached Exhibit "C." Exhibits "A",
"B", and "C" represent the most current estimates for the Project Costs and are not intended as a
cap or other guarantee of Project Costs.
1.7. "Use Fee" means a sum equal to the greater of (a) three percent (3%) of
the gross revenues received by VVJC in connection with the operation of the east apron de-icing
pad or (b) twenty-five percent (25%) of the monthly net profit revenue received by VVJC in
connection with the operation of the general aviation de-icing pad located on the east side of the
Airport apron. Net profit shall be determined by subtracting expenses from gross revenue.
"Gross revenue" 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. Gross
revenue shall also include the aggregate value of all goods, wares and merchandise received for
property or services, at the selling price thereof, as if the same had been sold for cash.
"Expenses" as used in this Agreement shall mean the aggregate amount of all necessary expenses
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to perform the de-icing services; including personnel, disposal, administrative, fuel, insurance,
maintenance, infrastructure improvements, and depreciation costs. Such gross revenue and
expenses are currently estimated in the attached Exhibit "D." The gross revenue and expenses
set forth herein are the most current estimates and are not intended as a guarantee of final
revenue and/or expenses.
Gross revenues derived from the operation of this general aviation de-icing pad
and included in the calculation of the Use Fee herein shall not be included as adjusted gross
receipts under that Fixed Base Operator Concession Agreement and Lease dated August 1, 1986
and any amendments to the same ("FBO Agreement"). Accordingly, VVJC shall not be required
to pay to the County the three percent (3%) fee on revenue required under the FBO Agreement
for revenue derived from the de-icing pad and subject to the twenty-five percent (25%) Use Fee
pursuant to this Agreement.
1.8. "VVJC Cost Share" means: (a) 100% of the Project Costs associated with
the actual construction of the general aviation de-icing pad and containment system at the east
end of the Airport. Such costs currently estimated to be $507,300.25 as more particularly set
forth in Exhibit "A"; (b) 33% of the actual Project Cost associated with the Eagle County landfill
containment and treatment cell, determined as the percentage which VVJC 2005 flowage amount
(approximately 20,000 gallons of de-icing fluid) bears to the combined air carriers' flowage
amount for the same time period (approximately 40,000 gallons of de-icing fluid). Such costs
currently estimated to be $62,339.25 as more particularly set forth in Exhibit "A"; and (c) an
amount equal to one percent (1%) over the County's financing costs for the VVJC Cost Share
projects specified herein. Such cost currently estimated to be $5,696.39. The VVJC Cost Share
amounts set forth herein are the most current estimates for such costs and are not intended as a
cap or other guarantee of final VVJC Cost Share.
designee.
1.9. "VVJC Representative" means Jim Allen, Chairman and CEO, or his
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ARTICLE II
PURPOSE, TERM, AND TERNIINATION
2.1. Purpose. The purpose of this Agreement is to set forth the rights and obligations
of the Parties to occupy, operate, improve and use portions of the De -Icing Facility Ground
Lease and De -Icing Facility.
2.2. Term. This Agreement shall become effective as of the date first written above
and shall remain in full force and effect for a period of ten (10) years from the date thereof,
unless terminated earlier in accordance with the terms of this Agreement. It is anticipated that
the de-icing needs of the Airport will continue beyond the term set forth herein. Accordingly,
VVJC shall have the option to renew this Agreement for an additional ten (10) year period by
giving notice to the County no sooner than 270 days and no later than 180 days prior to the
expiration of the then -existing term. Upon receiving notice and prior to the beginning of the
renewal Term, the County may decline the renewal option for any reasonable aeronautical or
operational reason determined by County, in its sole discretion, necessary for the effective use
and function of the Airport, including but not limited to: relocation or restructuring of the de-
icing facilities, County's decision to provide de-icing operations in-house, unreasonable
interference of the VVJC's operations with other current or future Airport uses, or other uses
determined necessary by County for the effective operation of the Airport.
2.3. Termination. County shall have the right to terminate this Agreement, with
cause, upon thirty (30) days written notice to the VVJC. For purposes of this Agreement,
"cause" shall mean VVJC's failure to comply with the terms and conditions set forth herein. If
VVJC's rights to use the east apron de-icing pad are terminated prior to the expiration of the
Term of this Agreement, VVJC shall only be responsible for the Participation Obligation and
Use Fee during the actual time of occupancy, prorated during the year of termination.
G
ARTICLE III
DESIGN, CONSTRUCTION AND OWNERSHIP PROVISIONS
3.1. Designation of Representatives. The Parties hereto each designate the
representative named in Article I above to coordinate the construction activities on behalf of the
Parties through the construction phase of the Project. Each representative shall be responsible
for disseminating information to its employee or client, for obtaining such approvals as are
required from its employee or client during the construction phase of the Project, and for
coordinating all aspects of construction with the representative of the other Parties. Each Party
may change its representative by providing notice to the other Parties as provided for herein.
3.2. Document Review. County shall cause to be prepared all necessary plans,
specifications, and agreements for the Project and shall deliver said documents to VVJC prior to
construction and execution. VVJC shall have two weeks to provide comments on said
documents to the County.
3.3. Sufficiency of Plans. The Plans and Specifications shall be produced to meet all
applicable rules, standards and codes of Gypsum, the County and other government agencies
having jurisdiction.
3.4. Construction of Proiect. The County will contract for and cause construction of
the Project. Prior to entering into any said contract for construction, County shall cause to be
delivered to VVJC the names and submittals of all contractors bidding or negotiating for the
Project. VVJC shall be allowed to participate in the selection process of any said contractor.
3.5. Ownership of the Project. Notwithstanding anything contained herein or any
other previous agreements between the Parties, all improvements associated with the Project
shall be and will remain the sole property of County and ECAT pursuant to those De -Icing
Facility Ground Lease, Project Construction Agreement, De -Icing Facility Sublease identified
above. Notwithstanding anything else to the contrary herein, this Agreement shall be
subordinate in all respects to said agreements. If this Agreement is terminated prior to the
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expiration of the Term as set forth herein, VVJC shall maintain any preferential rights as to any
portion of the east apron de-icing pad property that may have been previously granted through
another leasehold arrangement, provided that said rights shall be subordinate to the operation of
the de-icing pad by the County and/or its assigns.
ARTICLE IV
PROJECT COST PARTICIPATION, USE FEE AND ENFORCENIENT
4.1. VVJC to Pav Cost Share and Use Fee Costs. VVJC covenants and agrees,
without offset, deduction or abatement, to pay County as compensation for the rights and
privileges granted herein as follows:
4.1.1. VVJC shall make ten (10) annual payments of the VVJC Cost Share to the
County during the Term of this Agreement. The 2007 payment shall be thirty percent (30%) of
the total Cost Share payment and will be due and payable within thirty (30) days of the
Development of the Property. The 2008 and succeeding year payments shall be paid in annual
equal payments of the remaining Cost Share and shall be made on or before May 31st of each
such year.
4.1.2. VVJC shall make a Use Fee payment in the sum equal to the greater of (a)
three percent (3%) of the gross revenues received by VVJC in connection with the operation of
the east apron de-icing pad or (b) twenty-five percent (25%) of the net profit revenue received by
VVJC in connection with the operation of the east apron de-icing or (C) the cost of final
processing to the County if VVJC uses County processing facilities. Said payments shall be
made annually no later than May 31st of each year during the term of this Agreement with
payments based on season end reconciliation.
4.2. Accurate Records. VVJC shall keep true and complete records and accounts of
all revenue received from operation of the east end de-icing facility. Not less often that once
every year during the Term hereof, VVJC shall furnish to County a true and accurate statement
of the total of all revenues received during the preceding calendar year. Such statement shall be
prepared and certified to be true and correct by an officer of VVJC as to its correctness. The
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County reserves the right to audit said statement and VVJC books and records, including
examination of the general ledger and all other supporting material, at any reasonable time
during business hours, for the purpose of verifying the reported revenue.
4.3. Continued Payments. Upon payment of the tenth and final Cost Share payment,
VVJC's Cost Share obligation shall be deemed extinguished and no further amounts shall be due
as and for the Cost Share obligation. However, VVJC shall continue to make the Use Fee
payment identified in Article 4.1.2 above during the remainder of the Term of this Agreement.
4.4. Purpose of Fees. The Parties agree that the Cost Share and Use Fee set forth
herein are solely for the usage of the De -Icing Facility and shall not be deemed an infrastructure
cost recovery.
4.5. No Offsets. No offsets or reductions in the Cost Share or Use Fee shall be
permitted for any reason unless expressly authorized by the County in writing.
4.6. Enforcement. In the event of breach of any provision of this Agreement, and if
such breach is not the result of a prohibition by law, in addition to contractual remedies or any
other available remedies, any Party may ask a court of competent jurisdiction to enter, as
applicable, a writ of mandamus, or a temporary and/or permanent restraining order, or an order
of specific performance, to compel the defaulting Party to perform its obligations under this
Agreement.
ARTICLE V
USES GRANTED
5.1. License Granted. Upon satisfaction of all licensing requirements identified in
Article 5.4 hereunder, VVJC shall be granted a license with the priority to conduct de-icing
operations on the general aviation de-icing pad on the east side of the Airport apron for a period
of ten (10) years pursuant to the terms of this Agreement. Due to the physical constraints of the
general aviation portion of the De -Icing Facility, VVJC shall be the only licensee allowed to
operate the site during this ten (10) year term, unless the Agreement is sooner terminated as set
forth herein. Nothing herein is construed as granting VVJC the right or authority to conduct de-
icing operations for commercial traffic on the site and VVJC is expressly precluded from doing
so absent express permission from the County.
5.2. Nonexclusive Use. Notwithstanding the foregoing, VVJC's use of the De -Icing
Facility shall be non-exclusive and VVJC agrees to provide all de-icing services to other general
aviation users and providers for the benefit of the public. The VVJC agrees to operate the De -
Icing Facility on commercially reasonable terms and conditions
5.3. Service. VVJC shall reasonably make available said general aviation de-icing
pad for the use of the general public. VVJC shall require good, prompt, and efficient services
adequate to meet all the demands for its services at the Airport. VVJC shall furnish said services
on a fair, equal, and non-discriminatory basis to all users thereof. VVJC shall charge fair,
reasonable, and non-discriminatory prices for each unit of sale or service. VVJC shall operate
the general aviation de-icing pad at commercially reasonable times necessary to service the
general public. VVJC shall at all times comply with the non-discrimination and other required
provisions of the Federal Aviation Administration.
5.4. Licensing. As a condition to continued operation of the general aviation de-icing
pad, VVJC shall obtain and keep current a de-icing license that may be required from the County
through a de-icing licensing program that may be established and amended from time to time.
Additionally, VVJC shall obtain all other required licensing and approvals from any other
applicable agencies.
ARTICLE VI
INSURANCE AND INDEMNIFICATION
6.1. Insurance. VVJC shall maintain in effect during the term of this Agreement and
any extension, commercial general liability insurance and comprehensive public liability
insurance covering claims for personal and bodily injury, property damage occurring on or about
the de-icing pad with the limit of at least $2,000,000.00 combined single limit per occurrence.
The parties agree that VVJC may self insure. A certificate of insurance evidencing the coverage
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to be maintained hereunder by VVJC shall be delivered to the County within thirty (30) days of
the execution of this Agreement. Such liability insurance shall name the County as an additional
insured. Failure to maintain such insurance shall be a default under the terms of this Agreement.
6.2. Indemnification. VVJC shall indemnify and hold harmless the County, its
Board of County Commissioners and the Eagle County Air Terminal Corporation and the
individual members thereof, its commissioners, agencies, departments, officers, agents,
employees, servants or its successors from any and all fines, demands, losses, liabilities, claims,
damages and judgments including attorney's fees together 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 the Eagle County Air Terminal Corporation and its individual
members thereof, its commissioners, agencies, departments, officers, agents, employees or
servants and its successors as a result of the willful or negligent acts, errors, or omissions of
VVJC, its employees or agents in connection with VVJC's use and occupancy of the general
aviation de-icing pad except to the extent such injury or damage results from the willful acts of
the County and any of the County's representatives. The parties further agree that this clause
shall not waive the benefits or provisions of Colorado Revised Statute §24-10-114 or any similar
provision of law.
6.3. Environmental. VVJC agrees to indemnify, defend, protect and hold harmless
the County, its Board of County Commissioners and the Eagle County Air Terminal
Corporation and the individual members thereof, its commissioners, agencies, departments,
officers, agents, employees, servants or its successors from any liability occurring by reason of
the existence of hazardous substances on or about the general aviation de-icing pad location
arising out of the acts of VVJC, its employees, customers, agents, or licensees under this
Agreement. Hazardous substances shall mean those materials defined as hazardous materials,
hazardous waste or hazardous substances under CERCLA P.L. 96-510, as amended, or any other
local, state or federal law.
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ARTICLE VII
MISCELLANEOUS
7.1 Warranties and Representations. Each Party represents and warrants to the
other that it has taken all necessary action to authorize the execution of this Agreement. -Each
Party represents and warrants to the other that the execution of this Agreement and performance
of the Party's obligations hereunder do not conflict or constitute a breach of or a default under
any prior obligation, agreement, commitment, existing law, rule, regulation or resolution by
which the Party is bound or under which the Party is subject.
7.2. Relationship of Parties. This Agreement does not and shall not be construed as
creating a relationship of joint venturers, partners, or employer-employee between the Parties.
7.3. Assignment and Delegation. All assignments and delegations by VVJC shall
require the prior, express, written consent of the County, which consent shall be at County's sole
discretion.
7.4. Modification. This Agreement may be modified, amended or changed, except as
otherwise provided herein, in whole or in part, only by an agreement in writing duly authorized
and executed by all of the Parties hereto.
7.5. Waiver. The waiver of a breach of any of the provisions of this Agreement by
any Party shall not constitute a continuing waiver or a waiver of any subsequent breach by the
other Parties of the same or another provision of this Agreement. Nor shall the waiver of a
breach by one Party constitute waiver of breach by the other non -breaching Party.
7.6. Integration. This Agreement contains the entire agreement between the Parties
and no statement, promise or inducement made by any of the Parties or the agent of any Party
that is not contained in this Agreement shall be valid or binding.
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7.7. Severability. Invalidation of any of the provisions of this Agreement or of any
paragraph, sentence, clause, phrase, or word herein, or the application thereof in any given
circumstance, shall not affect the validity of any other provision of this Agreement.
7.8. Survival of Obligations. Unfulfilled obligations of any Party arising under this
Agreement shall be deemed to survive the expiration or termination of this Agreement and the
completion of the Project which is the subject of this Agreement, and shall be binding upon and
inure to the benefit of the Parties and their respective successors and permitted assigns.
7.9. Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Colorado.
7.10. Headings for Convenience Only. The headings, captions and titles contained
herein are intended for convenience and reference only and are not intended to define, limit or
describe the scope or intent of any of the provisions of this Agreement.
7.11. Notices. Any notices or other communications required or permitted by this
Agreement or by law to be served on, given to or delivered to the other Party, by any Party, shall
be in writing and shall be deemed duly served, given or delivered when personally delivered or
sent by U.S. Certified Mail, return receipt requested, or by nationally -recognized overnight
courier for delivery on the next business day, receipt acknowledged, addressed to the Parties at
the addresses set forth below or at such other address as either Party may hereafter or from time
to time designate by written notice to the other Parties in accordance herewith.
To VVJC: Vail Valley Jet Center, LLC
Attn: Jim Allen
0871 Cooley Mesa Road
Gypsum, Colorado 81637
T: (970) 524-7700
F: (970) 524-7909
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To County: Eagle County Manager
PO Box 850
500 Broadway
Eagle, Colorado 81631
T: (970) 328-8889
F: (970) 328-8899
With a copy to: Eagle County Attorney's Office
PO Box 850
500 Broadway
Eagle, Colorado 81631
T: (970) 328-8685
F: (970) 328-8699
7.12. Government Authority. The Parties shall comply with any and all valid state,
federal or local laws or regulations covering the subject of this Agreement, and any and all valid
orders, regulations or licenses issued pursuant to any federal, state or local law or regulation
governing the subject of this Agreement.
7.13. No Third Party Beneficiaries. It is expressly understood and agreed that
enforcement of the terms and conditions of this Agreement, and all rights of action relating to
such enforcement, shall be strictly reserved to the Parties, their successors and assigns and
nothing contained in this Agreement shall give or allow any such claim or right of action by any
other third party on such Agreement. It is the express intention of the Parties that any person
other than the Parties receiving services or benefits under this Agreement shall be deemed to be
an incidental beneficiary only.
7.14. Governmental Immunity. Nothing herein shall be construed as a waiver of the
rights and privileges of the Parties pursuant to the Colorado Governmental Immunity Act, §§ 24-
10-101, et seq., C.R.S., as amended from time to time.
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7.15. Fair Dealing. In all cases where the consent or approval of any of the Parties is
required before another may act, or where the agreement or cooperation of any or all of the
Parties separately or mutually is required as a legal or practical matter, then in that event the
Parties agree that each will act in a fair and reasonable manner with a view to carrying out the
intents and goals of this Agreement as the same are set forth herein, subject to the terms hereof;
provided, however, that nothing herein shall be construed as imposing on any Party any greater
duty or obligation to the other than that which already exists as a matter of Colorado law,
including but not limited to any fiduciary duty or other responsibility greater than that of
reasonable parties contracting at arms length.
7.16. Parties to Exercise Good Faith. The Parties agree to devote their best efforts
and to exercise good faith in implementing the provisions of this Agreement. County and VVJC
will work together to plan, design, and constrict the Project in order to maximize the combined
functionality, efficiency, and cost effectiveness of the commercial and general aviation portions.
Both parties agree to cooperate with one another and coordinate their activities to facilitate the
development of the Project.
7.17. Airport Development. The County reserves the right to further develop or
improve the Airport as it sees fit, regardless of the desires or views of VVJC, and without
interference or hindrance, except that the County may not arbitrarily violate or unreasonably
diminish VVJC's rights pursuant to the Agreement contemplated herein, except on a temporary
basis necessary for repair or other emergencies.
//REMAINDER OF PAGE INTENTIONALLY LEFT BLANK//
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IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT effective as of
the date first written above.
ATTEST:
Teak Simonton
Clerk to the Board
of County Commissioners
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
BOARD OF COUNTY COMMISSIONERS
B y:
Am Menconi, Chairman
VAIL VALLEY JET CENTER LLC,
a Colorado limited liability company
By:
James C.`Allen, Chairman and CEO
Attest:
B y:
�—
Secretary
15
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BOND ISSUANCE COSTS ALLOCATION
Eagle County Air Terminal Corporation
Series 2006A and 2006B Total Bond Amount: $8,130,000
Overall Construction Cost of both east and west
de-icing pads at EGE: $913,655.50
Percentage of Total Bond Amount attributable to
de-icing pad construction: 11%
Overall Construction Cost of landfill containment
cell: $189,406.84
Percentage of Total Bond Amount attributable to
landfill containment cell: 2%
Total Bond Issuance Costs (consisting of
Bond counsel, underwriter, and airport
Consultant fees): $188,891.75
Eleven percent of Total Bond Issuance
Costs attributable to de-icing pads: $20,778.09
Two percent of Total Bond Issuance Costs
attributable to Landfill containment cell: $3,777.83
WJC's share (50%) of Total Bond Issuance
Costs attributable to de-icing pads: $10,389.04
WJC's share (33%) of Total Bond Issuance
Costs attributable to Landfill containment cell: $1,246.68
WJC share of Total Bond Issuance Costs: $11,635.72
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