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HomeMy WebLinkAboutC09-418 Vail Valley Jet Center LLC Amended & Restated FBO Lease AgreementAMENDED AND RESTATED FIXED BASE OPERATOR CONCESSION AND LEASE AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO /30i 1. VAIL VALLEY JET CENTER, LLC DATED: SEPTEMBER 29, 2009 BUS_RE\2754241.1 /a�t� ql TABLE OF CONTENTS Page ARTICLEI CONCESSION........................................................................................................... 4 ARTICLEII TERM........................................................................................................................ 4 2.1 Term.............................................................................................................................. 4 2.2 Extension.......................................................................................................................4 2.3 Termination Right for Premiere Hangar Premises........................................................ 4 ARTICLE III LEASED PREMISES.............................................................................................. 5 3.1 Premises........................................................................................................................ 5 3.2 FBO Premises............................................................................................................... 5 3.3 Premiere Hangar Premises............................................................................................ 5 3.4 Hangar Maintenance Premises...................................................................................... 5 3.5 Fuel Farm Premises....................................................................................................... 5 3.6 Ramp Space.................................................................................................................. 5 3.7 County Reserved Rights............................................................................................... 5 3.8 Partial Termination....................................................................................................... 5 ARTICLE IV RENT, REVENUE AND CHARGES..................................................................... 6 4.1 Rent............................................................................................................................... 6 4.2 Base Rent...................................................................................................................... 6 4.3 Consumer Price Index Increase.................................................................................... 6 4.4 General..........................................................................................................................6 4.5 Aviation Fuel................................................................................................................ 6 4.6 Airport Assessment Fee................................................................................................ 6 4.7 Revenue Sharing........................................................................................................... 7 4.8 Total Rent and Fees...................................................................................................... 7 4.9 Daily Sales and Revenues............................................................................................. 7 4.10 Delinquency Charge...................................................................................................... 7 4.11 Place and Timing of Payments..................................................................................... 7 4.12 Annual Statement.......................................................................................................... 8 4.13 Offsetting Payments...................................................................................................... 8 ARTICLE V COMPLIANCE WITH LAW, REGULATIONS, AND REQUIREMENTS........... 8 ARTICLE VI LEASE PROVISIONS REQUIRED OR SUGGESTED BY THE FEDERAL AVIATIONADMINISTRATION................................................................................................. 9 6.1 Operations..................................................................................................................... 9 6.2 Affirmative Covenants.................................................................................................. 9 6.3 No Circumvention....................................................................................................... 10 ARTICLE VII USE OF COMMON AREAS............................................................................... 10 ARTICLE VIII OBLIGATIONS OF VVJC................................................................................. 10 8.1 Minimum Standards and Requirements...................................................................... 10 BUS_RE\2755726.1 ARTICLE IX MAINTENANCE.................................................................................................. 10 ARTICLE X GENERAL OPERATING PROVISIONS.............................................................. 10 10.1 Reservations of the County......................................................................................... 10 10.2 Compliance with Applicable Laws............................................................................. 11 10.3 Notification and Review Requirements...................................................................... 12 10.4 No Exclusive Rights Granted...................................................................................... 12 10.5 Subordination of Agreement....................................................................................... 12 10.6 Signs............................................................................................................................12 ARTICLE XI LEASEHOLD FINANCING................................................................................. 12 ARTICLE XII INSURANCE....................................................................................................... 13 12.1 Commercial Liability Insurance................................................................................. 13 12.2 Employer's Liability Insurance................................................................................... 13 ARTICLE XIII INDEMNIFICATION AND NON -LIABILITY EXCEPTIONS ....................... 13 13.1 Indemnity.................................................................................................................... 13 13.2 No Partnership............................................................................................................ 13 ARTICLE XIV ASSIGNMENT................................................................................................... 14 ARTICLE XV COOPERATION.................................................................................................. 14 ARTICLEXVI NOTICES............................................................................................................ 14 ARTICLE XVII DEFAULT AND TERMINATION................................................................... 15 17.1 Termination by VVJC................................................................................................. 15 17.2 Termination by the County......................................................................................... 15 17.3 Causes of Breach; Waiver........................................................................................... 16 17.4 Disputes.......................................................................................................................16 ARTICLE XVIII SUCCESSOR SERVICES............................................................................... 16 ARTICLE XIX DUTY TO OBTAIN REQUIRED PERMITS .................................................... 16 ARTICLE XX RIGHTS OF SEIZURE........................................................................................ 16 ARTICLE XXI FACILITY; LEASEHOLD IMPROVEMENTS ................................................ 17 21.1 Prior Approval............................................................................................................ 17 21.2 Required Improvements.............................................................................................. 17 21.3 Construction of Improvements................................................................................... 17 21.4 Ownership Upon Expiration or Termination.............................................................. 17 21.5 Rental Car Royalty...................................................................................................... 18 21.6 Reporting Violations................................................................................................... 18 21.7 Procedures and Use..................................................................................................... 18 21.8 Utilities........................................................................................................................18 21.9 Subletting.................................................................................................................... 18 BUS_RE\2755726.1 2 1. 10 Other Operations......................................................................................................... 19 21.11 Expanded Lease Development.................................................................................... 19 21.12 Time is of the Essence................................................................................................ 20 ARTICLE XXII GRIEVANCE PROCEDURE........................................................................... 21 ARTICLE XXIII RIGHT OF INGRESS AND EGRESS............................................................ 21 ARTICLE XXIV SURRENDER OF POSSESSION................................................................... 21 ARTICLE XXV DAMAGE OR DESTRUCTION OF HANGAR .............................................. 21 ARTICLE XXVI F.A.A. AND AIRPORT INSTRUMENTS...................................................... 21 ARTICLE XXVII NO THIRD -PARTY CAUSE OF ACTION ................................................... 22 ARTICLE XXVIII ADDITIONAL CONDITIONS..................................................................... 22 28.1 Successors and Assigns............................................................................................... 22 28.2 Jurisdiction..................................................................................................................22 28.3 Amendments............................................................................................................... 22 28.4 Leases with Others...................................................................................................... 22 28.5 Paragraph Headings.................................................................................................... 22 28.6 Lessee and VVJC........................................................................................................ 22 28.7 Lessor and County...................................................................................................... 22 28.8 Entire Agreement........................................................................................................ 23 ARTICLE XXIX ADDITIONAL AGREEMENTS..................................................................... 23 29.1 County's Rights.......................................................................................................... 23 29.2 National Guard Premises — Expansion Option........................................................... 23 29.3 Annual Notices............................................................................................................ 24 29.4 Aviation Fuel Sales..................................................................................................... 24 Exhibits Exhibit A — The Premises Exhibit B — Ramp Space Exhibit C — Language for Third Party Car Rental Agreements Exhibit D — Rent Rates BUS_RE\2755726.1 AMENDED AND RESTATED FIXED BASE OPERATOR CONCESSION AND LEASE AGREEMENT This Amended and Restated Fixed Based Operator Concession and Lease Agreement (this "Agreement") is entered into this day of , 2009, 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 Vail Valley Jet Center, LLC, a Colorado limited liability company ("VVJC"). RECITALS A. The County owns the Eagle County Regional Airport ("Airport"). B. The County and Howard Air Services, Inc. ("Howard"), entered into a Fixed Base Operator Concession Agreement and Lease dated effective August 1, 1986 ("Howard Agreement"), regarding the operation of a fixed base operator service at the Eagle County Regional Airport ("Airport"). The Howard Agreement was recorded in Book 463 at Page 756 in the official records of the County Clerk and Recorder of Eagle County, Colorado. The Howard Agreement was amended by the following agreements: 1. Addendum #1 to Fixed Base Operator Concessions Agreement and Lease Agreement dated August 4, 1986, recorded in Book 463 at Page 756 in the official records of the County Clerk and Recorder of Eagle County, Colorado; 2. Supplemental Agreement Regarding Offsetting Payments dated March 16, 1987, recorded in Book 488 at Page 548 in the official records of the County Clerk and Recorder of Eagle County, Colorado; 3. Lease Addendum and Modification Agreement recorded in Book 464 at Page 155 in the official records of the County Clerk and Recorder of Eagle County, Colorado; 4. Second Amendment and Modification to Fixed Base Operator Concession Agreement and Lease dated June 29, 1987, recorded in Book 465 at Page 215 and in Book 465 at Page 378 in the official records of the County Clerk and Recorder of Eagle County, Colorado; and 5. Exhibit D to Fixed Base Operator Concession Agreement and Lease, recorded in Book 482 at Page 691 in the official records of the County Clerk and Recorder of Eagle County, Colorado. C. The Howard Agreement, as amended as set forth above (collectively, the "VBCJC Agreement"), was assigned to Vail Beaver Creek Jet Center, Inc. ("VBC Jet Center"), by Assignment recorded in Book 490 at Page 868 in the official records of the County Clerk and Recorder of Eagle County, Colorado, and was consented to by the County pursuant to the BUS_RE\2755726.1 Estoppel Certificate and Consent dated July 26, 1988. The VBCJC Agreement was amended by the following agreements: 1. First Amendment to Fixed Base Operator Concession Agreement and Lease dated July 26, 1988, recorded in Book 488 at Page 549 in the official records of the County Clerk and Recorder of Eagle County, Colorado; 2. Third Amendment to Fixed Base Operator Concession Agreement and Lease dated November 15, 1988; and 3. Fourth Amendment to Fixed Base Operator Concession Agreement and Lease dated effective November 1, 1990, recorded in Book 693 at Page 998 in the official records of the County Clerk and Recorder of Eagle County, Colorado. D. The County and Mountain Flying Services, Inc. ("MFS"), entered into a Fixed Base Operator Concession Agreement and Lease dated effective September 24, 1986 ("MFS Agreement"), regarding the operation of a fixed base operator service at the Airport. The MFS Agreement was recorded in Book 463 at Page 755 in the official records of the County Clerk and Recorder of Eagle County, Colorado. The MFS Agreement was amended by Amendment to Fixed Base Operator Concession Agreement and Lease dated July 26, 1988, recorded in Book 488 at Page 547 in the official records of the County Clerk and Recorder of Eagle County, Colorado. E. The MFS Agreement, as amended as shown above, was assigned to VBC Jet Center by Assignment recorded in Book 490 at Page 867 in the official records of the County Clerk and Recorder of Eagle County, Colorado, and consented to by the County pursuant to the Estoppel Certificate and Consent dated July 26, 1988. The MFS Agreement was further amended by the following agreements: 1. First Amendment to Fixed Base Operator Concession Agreement and Lease dated July 26, 1988, recorded in Book 488 at Page 548 in the official records of the County Clerk and Recorder of Eagle County, Colorado; and 2. Second Amendment to Fixed Base Operator Concession Agreement and Lease dated October 24, 1988, recorded in Book 497 at Page 910 in the official records of the County Clerk and Recorder of Eagle County, Colorado. F. VBC Jet Center assigned the VBCJC Agreement and MFS Agreement, each as amended as described above, to Fixed Base Operators, Inc., dba Vail/Beaver Creek Jet Center, a Delaware corporation ("VBCJC"), which assignment was consented to by the County pursuant to the Estoppel Certificates both dated December 9, 1992, recorded in Book 604 at Page 944 and in Book 605 at Page 234, all in the official records of the County Clerk and Recorder of Eagle County, Colorado. The VBCJC Agreement and the MFS Agreement were further amended by Fifth Amendment to the Fixed Base Operator Concession Agreement and Lease dated October 10, 1995, recorded in Book 678 at Page 196 in the official records of the County Clerk and Recorder of Eagle County, Colorado. 2 BUS_RE\2755726.1 G. The VBCJC Agreement and the MFS Agreement were assigned to Vail Valley Jet Center, LLC ("VVJC"), by Assignment dated effective January 20, 1998, and recorded at Reception No. 645227 in the official records of the County Clerk and Recorder of Eagle County, Colorado, and consented to by the County pursuant to the Estoppel Certificate dated January 5, 1998 (collectively the "VVJC Agreement"). The VVJC Agreement was amended by the following agreements: 1. Sixth Amendment to Fixed Base Operator Concession and Lease Agreement dated January 20, 1998, recorded at Reception Nos. 645228 and 646220 in the official records of the County Clerk and Recorder of Eagle County, Colorado; 2. Agreement to Purchase Right to Operate Commercial Terminal and Seventh Amendment to Concession Agreement and Lease dated September 25, 2000, recorded at Reception No. 740143 in the official records of the County Clerk and Recorder of Eagle County, Colorado; 3. Eighth Amendment to Fixed Base Operator Concession and Lease Agreement dated January 13, 2004, recorded at Reception No. 866616 in the official records of the County Clerk and Recorder of Eagle County, Colorado; 4. Ninth Amendment to Fixed Base Operator Concession and Lease Agreement dated June 29, 2004, recorded at Reception No. 882767 in the official records of the County Clerk and Recorder of Eagle County, Colorado; and 5. Tenth Amendment to Fixed Based Operator Concession and Lease Agreement dated September 19, 2006 (unrecorded). H. All of the foregoing agreements described above pursuant to which VVJC operates the facilities and premises at the Airport will be collectively referred to herein as the "Jet Center Agreement". I. Pursuant to the Jet Center Agreement, VVJC operates as the fixed base operator (the "FBO"), serving the needs of general aviation users, and VVJC operates hangar, ramp, ramp space, and parking as part of its operation as the FBO. J. The County is duly authorized by law to administer and govern the property known as the Eagle County Airport. K. The fixed base operation services are essential to the proper accommodation of general and commercial aviation at the Airport. L. The County and VVJC desire to amend and restate the terms of the Jet Center Agreement in its entirety with the terms and provisions of this Agreement. W BUS_RE\2755726.1 AGREEMENT NOW, THEREFORE, for ten dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend and restate the Jet Center Agreement in its entirety and agree as follows: ARTICLE I CONCESSION The County grants to VVJC a concession to operate as a fixed base operator at the Airport for the Term (defined below) on the terms and conditions set forth in this Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Jet Center Agreement, the terms of this Agreement will control. ARTICLE II TERM 2.1 Term. The term of this Agreement (the "Term") for the various leased Premises (defined below) shall be for a period of approximately 30 years, not including the first partial lease year, commencing on the date of mutual execution of this Agreement (the "Commencement Date") and terminating on December 31, 2039, unless earlier terminated pursuant to the provisions of this Agreement. The term "lease year" as used herein shall mean from and after January 1 st through December 31St, a full calendar year. The partial first lease year will be prorated from the date of mutual execution through December 31, 2009. 2.2 Extension. VVJC shall have the option to extend (the "Extension Option") this Agreement for another term of 10 years commencing on the day following the expiration of the initial Term, on the terms and conditions set forth in this Agreement (the "Extension Term"). VVJC will exercise the Extension Option by delivering written notice thereof to the County at least three months but not more than 12 months prior to the expiration of the Term. Notwithstanding the foregoing, in the event VVJC fails to give the County notice as set forth above within the required time frame, the Extension Option shall nevertheless not expire or terminate unless and until the County gives VVJC written notice that VVJC has failed to properly exercise the Extension Option and VVJC fails to exercise such Extension Option within 30 days of its receipt of such notice from the County. During the Extension Term, all of the terms, covenants and conditions of this Agreement shall be and remain in full force and effect, except (i) the Rent (defined below) will be as set forth in Article IV below, (ii) the provisions of this Section relating to the Extension Option will be of no further force or effect, and (ii) the Term will be deemed amended to be for the Extension Term only. 2.3 Termination Right for Premiere Hangar Premises. At any time on or before December 31, 2014, VVJC may elect to terminate the Term of this Agreement with respect to the Premiere Hangar Premises (defined in Section 3.3 below) only; provided, however, that portion of Initial Payment (defined in Exhibit D below) applicable to the period from the date of this Agreement through the termination date will be retained by and belong to the County. Amounts prepaid of the Initial Payment attributable to the period following the termination date will be promptly returned to VVJC. 4 BUS_RE\2755726.1 ARTICLE III LEASED PREMISES 3.1 Premises. The County leases to VVJC the individual premises and all improvements thereon, more particularly described in Sections 3.2 through 3.6 below (collectively, the "Premises"). 3.2 FBO Premises. The County leases to VVJC the premises referred to as the FBO Premises more particularly described on Exhibit A, attached hereto and by this reference incorporated herein (the "FBO Premises"), for the purpose of fulfilling its obligations as a fixed base operator. The FBO Premises contains approximately 1,032,021 square feet. 3.3 Premiere Hangar Premises. The County leases to VVJC the premises referred to as the Premiere Hangar Premises more particularly described on Exhibit A (the "Premiere Hangar Premises"). The Premiere Hangar Premises contains approximately 99,970 square feet. 3.4 Hangar Maintenance Premises. The County leases to VVJC the premises referred to as the Hangar Maintenance Premises more particularly described on Exhibit A (the "Hangar Maintenance Premises). The Hangar Maintenance Premises contains approximately 18,920 square feet. 3.5 Fuel Farm Premises. The County leases to VVJC the premises referred to as the Fuel Farm Premises more particularly described on Exhibit A (the "Fuel Farm Premises"). The Fuel Farm Premises contains approximately 2,400 square feet. 3.6 Ramp Space. The County grants VVJC the preferential right and license to use the ramp space depicted on Exhibit B, attached hereto and by this reference incorporated herein (the "Ramp Space"). VVJC shall allow the movement of aircraft and other Airport authorized vehicles and equipment through the Ramp Space to reach the runway, taxiways, or other leaseholds on the Airport. 3.7 County Reserved Rights. The County reserves the right, and VVJC acknowledges such reserved right, to use, install, and maintain underground utilities in the leased Premises. The County agrees to repair and restore any surface improvements installed by VVJC, 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 Section. Any work done in such parcels shall be done in as prompt and as efficient a manner as possible, so as to minimize any interference with the operation of VVJC's FBO. 3.8 Partial Termination. If the County is prevented by the order of any court from renting to VVJC any of the Premises stated herein, this Agreement shall not be terminated but the Premises shall be reduced by such portion, and the Rent applicable thereto shall be reduced proportionally. 5 BUS_RE\2755726.1 ARTICLE IV RENT, REVENUE AND CHARGES 4.1 Rent. VVJC will pay rent ("Rent") for the use of the various Premises as set forth in this Article IV. "Base Rent" means collectively those amounts set forth on Exhibit D, attached hereto and by this reference incorporated herein; however excluding therefrom Ramp Fees for the Ramp Space pursuant to Section 4.7 below. 4.2 Base Rent. The Base Rent shall be as set forth in Exhibit D. 4.3 Consumer Price Index Increase. Beginning in January 2010 and every January thereafter, Base Rent for those portions of the leased Premises designated on Exhibit D as being subject to an annual adjustment shall be adjusted by the percentage increase in the U.S. Department of Labor Consumer Price Index (commonly referred to as the Cost of Living Index) for All Items, All Urban Consumers, Denver -Boulder published for the second half of the immediately prior lease year. The Base Rent then being paid shall be increased by an amount equal to the amount arrived at by multiplying the percentage increase in the Cost of Living Index for the preceding lease year times the then payable monthly rental. The increased monthly rental as so determined shall commence as of the first day of the month immediately following the end of the current lease year and shall continue until readjusted as herein provided. The County shall endeavor to give to VVJC a statement of the increase on or before the beginning of each lease year, but failure by the County to do so shall not constitute a waiver by the County of its right to increase the Base Rent. If the Cost of Living Index is discontinued, the County and VVJC shall agree upon comparable statistics on the cost of living for the computations under this paragraph, and such statistics shall be published by an agency of the United States Government or by a responsible financial periodical or recognized authority. If the County and VVJC fail to agree on a replacement index, they will submit the question of a replacement index to an arbitrator in accordance with the rules and regulations of the American Arbitration Association. In no event shall Base Rent be lowered from the previous year's amount. 4.4 General. VVJC shall be permitted to charge reasonable prices for services rendered and products sold as a fixed base operator. 4.5 Aviation Fuel. In addition to the Rent, VVJC shall pay to the County a fuel flowage fee on all aviation fuel sold or dispersed by VVJC, which shall represent an addition to the rental price of the lease of all facilities of the County used by VVJC as set forth herein, equal to the greater of (i) eight cents ($.08) per gallon or (ii) two percent (2.0%) of the average monthly fuel flowage sales price, net of all taxes. Notwithstanding the foregoing, VVJC shall not be obligated to pay the County a fuel flowage fee on aviation fuel sold or disbursed by VVJC to commercial airlines (until the County imposes such charge on VVJC to be collected from commercial airlines) or the United States of America and its states and instrumentalities, including without limitation the State of Colorado. 4.6 Airport Assessment Fee. In addition to the Rent, Fuel Flowage Fee, and any other charges set forth herein, VVJC shall pay to the County a sum equal to three percent (3%) of the adjusted gross receipts from all business conducted and carried on by VVJC at the Airport. The term "adjusted gross receipts" as used in this Agreement shall mean the aggregate amount of all 6 BUS_RE\2755726.1 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 the same had been sold for cash. There shall be excluded from adjusted gross receipts (1) all fuel sales; (2) all sales of 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. In order to pay the County the percentage rental specified in this Section, VVJC will charge the percentage rental amount on all business conducted and carried on by VVJC at the Airport, except where VVJC is not obligated to pay percentage rental as provided in this Section. VVJC shall refer to any such charge as an "airport fee" or "airport assessment." 4.7 Revenue Sharing. VVJC covenants and agrees, without offset, deduction or abatement, to pay the County as compensation for the rights and privileges granted herein derived by VVJC from ramp fees ("Ramp Fees") charged for ramp and ramp usage, a sum equal to fifty percent (50%) of the monthly gross revenue received by VVJC for said Ramp Fees. VVJC shall act as the County's agent in collecting Ramp Fees from all aircraft tied down on Airport property, which is not leased by the County to an individual or entity. VVJC shall not be responsible for collecting Ramp Fees from those individuals who have an annual tie -down agreement with the County. The fee to be collected shall be established by mutual agreement of the County and VVJC, acting reasonably and in good faith. 4.8 Total Rent and Fees. A combination of the Airport Assessment Fee, Fuel Flowage Fee, Rent, Ramp Fees and any other charges set forth herein shall constitute the total rent and fees under this Agreement, except for the provision herein relating to car rental. For the use of the other Airport facilities (landing and take -off fees, etc.), VVJC 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 reasonably determined by mutual agreement of the County and VVJC acting reasonably and in good faith. 4.9 Daily Sales and Revenues. For the purpose of ascertaining the amount payable as rent as herein provided, VVJC shall keep at the Premises herein demised an accurate account of all daily sales and revenues made by VVJC 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. 4.10 Delinquency Charge. A delinquency charge of one and one-half percent (1.5%) per month shall be added to payments required hereinabove, which are rendered more than ten (10) days delinquent. Delinquency Charges shall be due and owing immediately. 4.11 Place and Timing of Payments. All payments due the County from VVJC shall be delivered to a place in Eagle County designated in writing by the County. Base Rent shall be paid to the County monthly and shall be due and owing on the 5t' day of the next month. If such day falls on a Saturday, Sunday, or County holiday, the payment shall be made on the next business day. Such payments shall be accompanied by a report on forms acceptable to the 7 BUS_RE\2755726.1 County showing the basis on which the payment is made. The parties agree that, unless expressly set forth herein, all Ramp Fees and other payments to be made by VVJC to the County shall be paid on a monthly basis, on or before the 201h day of each month. Monthly reports on forms acceptable to the County shall be provided by VVJC on or before the 20th day of each month. 4.12 Annual Statement. Within 60 days after the end of each calendar year, VVJC shall furnish to the County a statement of fuel sales and adjusted gross receipts generated, Rent, Ramp Fees, and any other amounts collected during the preceding calendar year, certified by an officer of VVJC as to its correctness. The County reserves the right to audit said statement and VVJC's 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 fuel sales and adjudged gross receipts, and landing and parking fees collected. If the audit establishes that VVJC has understated or overstated fuel sales or adjusted gross receipts collected, by $500.00 or more, the entire expense of said audit shall be borne by VVJC. Any additional payment due from VVJC shall forthwith be paid to the County, with interest thereon at one and one-half percent (1.5%) per month from the date such amount originally became payable to the County. Any overpayment by VVJC shall be credited against further payments due to the County. Should VVJC 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. 4.13 Offsetting Payments. VVJC will be allowed to deduct from its payments all payments due and owing from the County during the same month, pursuant to any existing agreement with the County. In the event the amount owed by the County exceeds the amount owed by VVJC, VVJC shall bill the County for the difference, by the 15th day of the first month following the end of any month and the County shall pay the amount billed within 30 days. It is the intent of the parties that by virtue of the provision above, during the Term funds shall be paid monthly and that the obligations of the parties shall be offset against each other, the smaller obligation being offset against the larger, and the difference paid to whom due as provided herein. ARTICLE V COMPLIANCE WITH LAW, REGULATIONS, AND REQUIREMENTS VVJC shall comply with all current and applicable federal, state and local laws, ordinances and regulations. VVJC specifically shall observe and comply with the "Eagle County Airport Rules and Regulations" and the "Minimum Standards and Requirements for the Conduct of Commercial Aeronautical Services and Activities at the Eagle County Airport," (collectively the "Minimum Requirements"), as established by the Board of County Commissioners, County of Eagle, State of Colorado, or its successor, and as may be amended from time to time. In addition to any other remedies it may have, the County may declare a default under this Agreement for VVJC's failure to follow such laws, ordinances and regulations. 8 BUS_RE\2755726.1 VVJC 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. VVJC may, however, at its sole expense and cost, contest any tax, fee or assessment. To the extent any requirement in the federal, state and local laws may conflict with a requirement in this Agreement, the most stringent requirement shall control. ARTICLE VI LEASE PROVISIONS REQUIRED OR SUGGESTED BY THE FEDERAL AVIATION ADMINISTRATION 6.1 Operations. VVJC agrees to operate those portions of the Premises leased for the use and benefit of the public, more specifically as follows: 6.1.1. To furnish good, prompt, and efficient services adequate to meet all the demands for its services at the Airport; 6.1.2. To furnish said service on a reasonable, and not unjustly discriminatory basis to all users thereof; and 6.1.3. To charge fair, reasonable, and non-discriminatory prices for each unit of sale or service, provided that VVJC may be allowed to make reasonable and non-discriminatory discounts. rebates, or other similar types of price reductions to volume purchasers. 6.2 Affirmative Covenants. VVJC, for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: 6.2.1. No person on the grounds of race, creed, color, national origin or sex shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of said facilities. 6.2.2. 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, creed, color, national origin or sex shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination. 6.2.3. VVJC 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 -Effectuation 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 exercise all rights and remedies set forth in this Agreement. This provision does not become effective until the procedures of 49 CFR Part 21 are followed and completed, including expiration of appeal rights. 9 BUS_RE\2755726.1 6.3 No Circumvention. It is clearly understood by VVJC 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 or self fueling 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. ARTICLE VII USE OF COMMON AREAS VVJC is granted the use, in common with others similarly 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, roadways, ramps, taxiways, flood lights, landing lights, beacons, control tower, signals, radio aids, and all other conveniences for flying, landings, and take -offs. ARTICLE VIII OBLIGATIONS OF VVJC 8.1 Minimum Standards and Requirements. VVJC shall meet the Minimum Standards and Requirements as adopted and amended from time to time by the Board of County Commissioners. To the extent these minimums may conflict with the Airport Minimum Requirements, as adopted by the Board of County Commissioners and as may be amended from time to time, the more restrictive shall control. ARTICLE IX MAINTENANCE VVJC shall keep its use area in a clean, safe and sanitary condition, including the removal of snow from such of the Premises 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, wind rows or ridges of snow or ice which might be hazardous to aircraft frequenting the Airport. VVJC 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 the Premises. ARTICLE X GENERAL OPERATING PROVISIONS 10.1 Reservations of the County. For purposes of this Agreement, "Public Aircraft Facilities" shall mean (1) runways; (2) taxiways; (3) passenger ramp and ramp 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 ramp 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. 10 BUS_RE\2755726.1 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 as provided elsewhere in this Agreement except on a temporary basis which would not have a material adverse effect on VVJC or diminish its ability to perform the obligations undertaken by it hereunder; provided, however, that any general or partial closure of any public aircraft facilities for the purpose and duration of construction or repair shall not be considered a violation or diminishing of VVJC's rights. 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 VVJC 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 navigation of flight in the air, using said airspace for landing at, taking off from, or operating on the Airport. The County reserves the right to direct and control all activities of VVJC on the public aircraft facilities area at the Airport in the event of an emergency or if VVJC'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 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 said Premises and VVJC's books and to procure such additional financial information as may reasonably be required by the County in order to determine the accuracy of the amounts paid by VVJC or compliance with this Agreement. Notices shall be provided to VVJC by the County at least twenty-four hours in advance of such inspections. 10.2 Compliance with Applicable Laws. VVJC shall use the Premises solely for Airport purposes as set forth herein, except as otherwise provided in this Agreement, and in so doing shall enforce and comply with all applicable laws of the State of Colorado and the United States of America, Eagle County, 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. VVJC will comply with all regulations and directives issued by the Transportation Security Administration and any requirements imposed by Eagle County in furtherance of its own obligations concerning airport and aviation security. VVJC 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: 10.2.1. All rules and regulations governing the operation of the Eagle County Airport; 11 BUS_RE\2755726.1 10.2.2. All rules and regulations of the County now in effect; and 10.2.3. All rules and regulations of the Federal Aviation Administration governing the operations of VVJC, now in effect and as may be amended from time to time 10.3 Notification and Review Requirements. VVJC 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 Premises, or in the event of any planned modification or alteration of any present or future building or structure situated on the Premises. 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 VVJC from erecting, or permitting to be erected, any building or other structure on or adjacent to the Airport which, in the reasonable opinion of the County, would limit the usefulness of the Airport or constitute a hazard to aircraft. 10.4 No Exclusive Rights Granted. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of 49 U.S.C. §§40103(e) and 47107(a)(4) and any interpretation of such provisions by a competent court or agency. 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 VVJC. 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 Agreement. 10.5 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. This Agreement shall be reformed as necessary to comply with any order issued by the FAA concluding that any provision of this Agreement is inconsistent with the conditions of an agreement the County may have with the United States. 10.6 Stens. VVJC shall not erect, maintain or display any external sign or other advertising on the Premises without first obtaining the approval of the County, which approval shall not be unreasonably nor untimely withheld, provided any sign shall comply with the sign requirements promulgated by the County. VVJC shall remove, at its expense, all lettering, signs, and placards erected on the Premises at the expiration of the Term of this Agreement. ARTICLE XI LEASEHOLD FINANCING Notwithstanding anything to the contrary in this Agreement, from time to time VVJC shall have the right to mortgage its leasehold interest herein without the consent of or notice to the County. 12 BUS_RE\2755726.1 ARTICLE XII INSURANCE 12.1 Commercial Liability Insurance. VVJC shall obtain and maintain in effect during the Term of this Agreement comprehensive aviation general liability and property damage insurance with a limit of $1,000,000 covering all of VVJC's activities, operations and facilities on or at the Airport. VVJC 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 insurance shall name the County and VVJC with minimum coverage as provided in Eagle County's Minimum Requirements as may be amended from time to time. 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 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 30 days' notice of any intended cancellation, termination or modification of such insurance. VVJC 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 VVJC. 12.2 Employer's Liability Insurance. VVJC 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. ARTICLE XIII INDEMNIFICATION AND NON -LIABILITY EXCEPTIONS 13.1 Indemnity. VVJC 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, 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 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 VVJC, its employees or agents, in connection with VVJC's use and occupancy of the Premises. The County shall give to VVJC prompt notice of any claim made or suit instituted which in any way, directly or indirectly, affects or might affect VVJC and VVJC shall have the right to compromise or participate in the defense of any such action to the extent of its own interests. VVJC shall likewise give prompt notice to the County of any claim or suit which directly affects or might directly affect VVJC's ability to operate hereunder or which in any way affects or might affect the County or the general operations of the Airport. 13.2 No Partnership. Except as otherwise provided in this Agreement, the parties mutually agree that nothing contained in this Agreement, nor the operations hereunder, shall in any way be construed to constitute the parties hereto as partners or be construed that VVJC is an employee or servant of the County, and in no event shall the County become liable for any loss 13 BUS_RE\2755726.1 which may result from the operations of VVJC upon the leased property, nor for any indebtedness incurred by VVJC in the operations of its business conducted on the Premises. ARTICLE XIV ASSIGNMENT It is mutually understood by the respective parties hereto that during the term of this Agreement, VVJC may not assign any of its interests in this Agreement or its rights hereunder to a contractor or sublessee to perform any activities allowed herein without the written consent of the County, which consent shall not be unreasonably withheld. ARTICLE XV COOPERATION VVJC 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 XVI NOTICES All notices hereunder to the respective parties will be in writing and will be served by personal delivery or by prepaid, overnight delivery via a reputable courier service, or by prepaid, registered or certified mail, addressed to the respective parties at their addresses set forth below, or by telecopy with a confirmation record or by electronic mail. Any such notice will be deemed to be given and effective: (i) if personally delivered, then on the date of such delivery, (ii) if sent via overnight courier or express mail, then one business day after the date such notice is sent, (iii) if sent by registered or certified mail, then three business days following the date on which such notice is deposited in the United States mail addressed as aforesaid, (iv) if sent by telecopy, then at the time and on the date set forth in the telecopy confirmation sheet, or (v) if sent by electronic mail, then at the time and date set forth in such email sent by the sending party. For purposes of this Agreement, "business day" shall be deemed to mean a day of the week other than a Saturday or Sunday or other holiday recognized by banking institutions of the State of Colorado. Copies of all notices will be sent to the following: For WJC: Vail Valley Jet Center, LLC 0871 Cooley Mesa Rd. Gypsum, CO 81637 Attn: Mr. Paul Gordon Telecopy: 970-524-7580 E -Mail: pgordongVVJC.com 14 BUS_RE\2755726.1 For the County: The Board of County Commissioners County of Eagle, State of Colorado P.O. Box 850 Eagle, Colorado 81631 Attn: County Attorney Telecopy: 970-328-8699 E -Mail: Bryan.Treu@eaglecounty.us Either party may change its notice information by written notice to the other party. ARTICLE XVII DEFAULT AND TERMINATION 17.1 Termination by VVJC. This Agreement shall be subject to termination by VVJC in the event of any one or more of the following events: 17.1.1. The abandonment of the Airport as an airport or airfield for any type, class or category of aircraft. 17.1.2. The default by the 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 VVJC's satisfaction, such default for a period of 45 days after receipt of notice from VVJC to remedy the same. 17.1.3. Damage to or destruction of all or a material part of the Premises or Airport facilities necessary to the operation of VVJC's business. 17.1.4. 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 manner as to restrict substantially VVJC from conducting business operations for a period in excess of 180 days. 17.2 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: 17.2.1. The default by VVJC in the performance of any of the terms, covenants or conditions of this Agreement, and the failure of VVJC to remedy, or undertake to remedy, to County's satisfaction, such default for a period of 45 days after receipt of notice from the County to remedy the same. 17.2.2. VVJC 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 appointed for the property or affairs of VVJC and such receivership is not vacated within 45 days after the appointment of such receiver. 15 BUS_RE\2755726.1 17.2.3. Exercise of the rights of termination set forth in Sections 17.1 and 17.2 above, shall be by notice to the other parry within 30 days following the event giving rise to the termination. 17.3 Causes of Breach; Waiver. 17.3.1. 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 VVJC to pay fees, rents or other charges to the County. 17.3.2. 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. 17.4 Disputes. Shall there arise during the course of the Term any disagreement relating to this Agreement or the conduct of the parties in relation thereto, the aggrieved party shall give notice to the other party of a meeting to be held at the offices of the County or other mutually agreed place, not less than three nor more than 14 days from the date of said notice, so that the parties may attempt to resolve their differences prior to pursuing any other action allowed under this agreement ARTICLE XVIII SUCCESSOR SERVICES If it appears likely either from failure to exercise an option to renew or following a meeting required herein before termination that VVJC will not continue to provide fixed base operator services provided for in this Agreement, then the County shall have the right to limited joint use of VVJC's facilities for the balance of VVJC's term if necessary to assure that aircraft using the Airport will continue to receive such FBO services upon termination of this Agreement with VVJC. ARTICLE XIX DUTY TO OBTAIN REQUIRED PERMITS VVJC 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 XX RIGHTS OF SEIZURE 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 this Agreement, to the Government, shall be suspended. The County shall not be 16 BUS_RE\2755726.1 liable in any respect to VVJC in the event of any use of all or any part of the 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 interferes with VVJC's ability to conduct its operations. ARTICLE XXI FACILITY; LEASEHOLD IMPROVEMENTS 21.1 Prior Approval. All improvements (and alteration to improvements) constructed by VVJC, including the underground fuel storage tanks, shall receive prior structural, design and landscaping approval of the County, which approval shall not be unreasonably withheld. VVJC shall at all times be subject to the directive of the County Airport Manager (or Public Works Director); provided, however, that such directive shall not work a diminution of VVJC's rights under this Agreement. 21.2 Required Improvements. Any leasehold improvements, from time to time, will comply with the Eagle County Minimum Requirements as may be amended from time to time. From time to time, VVJC shall 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 specifications as submitted, or transmit proposed revisions to VVJC, promptly. In the event the County requires modification of the original plans and specifications, VVJC shall have 30 calendar days from the date of receipt of the proposed revisions to resubmit the plans and specifications for the County's approval. County's approval of plans and specifications shall not be withheld unreasonably. 21.3 Construction of Improvements. Upon being given final County approval of the plans and specifications, VVJC shall engage one or more qualified contractors to construct said improvements. Construction shall commence within 30 calendar days of VVJC's receipt of the County's final approval of the plans and specifications and shall be scheduled for completion not later 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 the County upon expiration of this Agreement. 21.4 Ownership Upon Expiration or Termination. The hangar, fixtures, improvements, and other property bought, installed or erected by VVJC 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 VVJC within a 30 -day period after the expiration of this Agreement shall thereupon become a part of the land on which it is located, and title thereto shall thereupon vest in the County. Upon the expiration of the Term or prior termination, VVJC shall peacefully surrender the parcels and ownership of the hangars, ramps, parking, landscaping, and other improvements constructed on the Premises, all of which shall pass to the County pursuant to the terms and 17 BUS_RE\2755726.1 conditions of this Agreement. VVJC shall execute all necessary documentation to affect this transfer. 21.5 Rental Car Royalty. VVJC shall pay to the County a six percent ( 6%) royalty on gross rental car revenues. As used in this Section, the term "gross rental car revenues" shall expressly exclude any recovery, including but not limited to insurance proceeds or other settlements received for damage claims. It is agreed that the County shall not have the right to approve any rental car agreement entered into by VVJC and further shall not be a party to the rental car agreements provided that (a) all such agreements comply with all applicable county, state and federal rules and regulations, as may be amended from time to time (b) contain substantially the language set forth in Exhibit C. attached hereto and by this reference made a part hereof, and (c) operator furnishes the County with a copy of each such agreement. 21.6 Reporting Violations. VVJC 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 VVJC. 21.7 Procedures and Use. VVJC 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, preferential runway use procedures, voluntary "fly quiet" procedures, security requirements or recommendations, and similar information. 21.8 Utilities. 21.8.1. 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 VVJC's: 21.8.1.1. Electric. 21.8.1.2. Gas. 21.8.1.3. Water supply. 21.8.2. VVJC shall provide for the costs of any treatment of water service. 21.8.3. VVJC shall provide its own septic system as part of the construction of its facility. 21.8.4. VVJC shall arrange and pay for its own trash removal. VVJC agrees to recycle and otherwise reduce its waste in a commercially reasonable fashion. 21.9 Subletting. VVJC agrees to make space available on a fair and equitable basis within the terminal area of its facility. VVJC shall not discriminate in favor of or against any scheduled air carrier. This is not to imply that VVJC 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. 18 BUS_RE\2755726.1 Space in VVJC's facility shall be sublet only to aviation business or aviation related business. The County shall have the right to receive copies of any subleases on request to VVJC. Notwithstanding anything to the contrary, VVJC shall have the right to sublease a portion of the facility for non -aviation related purposes, provided and to the extent that any such sublease shall be terminated upon identification of an aviation -related need for the property, such sublease does not have a term in excess of three years, and complies with the terms of any applicable Federal grant or rules or regulations. Preference in leasing shall be for aviation or aviation related purposes. 21.10 Other Operations. VVJC, 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 additional activity and secures the approval of the County. Approval of the County shall not be unreasonably withheld. 21.11 Expanded Lease Development. VVJC shall construct and install a hangar building (Premiere Hangar) that is of sufficient size to house a Boeing 757 Aircraft (or larger, subject to mutual agreement by VVJC and the County) to be constructed and completed on or before December 31, 2014. Development shall be in accordance with the following terms and conditions: 21.11.1. The Premises shall not be used for any purpose prohibited by the Minimum Requirements, the laws of the United States, the State of Colorado, County of Eagle, Town of Gypsum or other governing jurisdiction. 21.11.2. All buildings and other improvements to be placed on or under the Premises shall be completed in a good and workmanlike condition in full compliance with this Agreement, Minimum Requirements, all applicable codes, ordinances, rules, regulations and other laws and in accordance with the terms, conditions and specifications set forth in this Agreement. Construction should be completed to blend architecturally and esthetically with existing structures and improvements. VVJC shall strive to use sustainable building practices and materials when commercially reasonable. 21.11.3. VVJC shall cause to be prepared complete Plans and Specifications for any future improvements and shall deliver said Plans and Specifications to the County prior to construction of the same for review and approval pursuant to this Agreement. 21.11.4. VVJC shall not, either directly or indirectly, act or fail to act in any manner which would give rise to any mechanic's, materialman's or other lien against the Premises. VVJC shall, for and on behalf of the County, personally serve written or printed notice upon all persons performing labor or furnishing skill, materials, machinery or other fixtures for the erection, construction, alteration, removal, addition, repair or other improvement on or for the benefit of the Premises stating the following: Eagle County, as owner of the property described on attachment hereto, gives notice that said property and their interests therein shall not be subject to any lien for the performance of labor or the furnishing of skill, materials, machinery or other fixtures for the erection, 19 BUS_RE\2755726.1 construction, alteration, removal, addition, repair or other improvement of or on said property. This notice is given pursuant to and in compliance with Colorado Revised Statutes Section 38- 22-105, as amended. 21.11.5. VVJC shall obtain and be solely responsible for the cost of any building or other permits or approvals that may be required for the improvements. VVJC shall register and pay any and all fees as required under the Colorado Revised Statutes. VVJC shall be solely responsible for all costs and expenses associated with installation, maintenance and operation of the improvements. 21.12 Time is of the Essence. 21.12.1. The Parties recognize that the expedited development of the hangars, attendant ramps, parking lots, landscaping, and ramp spaces is vital to the operational success of the Eagle County Airport. Accordingly, the County will have the option to terminate this Agreement as to the Premiere Hangar Premises for any required improvements which are not substantially completed within the time limit set forth above. For purposes of this Agreement, substantial completion shall be defined as the time where the work has progressed to the point where VVJC has sought and obtained a temporary certificate of occupancy ("TCO") or other requisite governmental approvals for completion and occupancy or where, when a TCO or final approval is not required, the work is sufficiently complete, in the County's reasonable opinion, so that the work can be utilized for the purposes for which it was intended. 21.12.2. Upon failure of VVJC to substantially complete in a timely fashion, the County may at its option elect to terminate this Agreement as to the Premiere Hangar Premises only. The County may give notice of cancellation only and provide a termination date where such premises will revert back to County. Upon the termination date, this Agreement shall terminate as to the Premiere Hangar Premises and VVJC shall peacefully surrender the same and all partially or fully completed improvements thereon to the County. VVJC will be required to pay rent on said parcel until such time as the County retakes possession. 21.12.3. In the event of a parcel termination and reversion to the County, the County shall be entitled to access and utilize any ramp or ramp space on any leasehold property of VVJC set forth in this Agreement reasonably necessary for the occupation and utilization of the surrendered parcel for aviation purposes. The County shall be entitled to utilize the most efficient ingress and egress routes so long as such use does not unreasonably interfere with VVJC operations. VVJC agrees to use its best efforts to accommodate the County's ingress and egress to any surrendered parcel and will not conduct its operations on the ramp and ramp spaces in a way that would unreasonably interfere with the County's rights herein. 21.12.4. If the County is satisfied that VVJC is using its best efforts to construct in an expedited fashion, the County may extend any completion date set forth in this Article. However, any such extension shall be at the sole discretion of County. 20 BUS_RE\2755726.1 ARTICLE XXII GRIEVANCE PROCEDURE 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, VVJC 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 VVJC from the Premises. Each party agrees to promptly undertake such action as may be reasonable and appropriate to remedy the situation giving rise to any such complaints and/or any operational deficiencies or hindrances thereto. ARTICLE XXIII RIGHT OF INGRESS AND EGRESS VVJC shall have at all times the full and free right of ingress to and egress from the Premises and facilities referred to herein for VVJC, its employees, customers, passengers, guests, and other invitees. Such right shall also extend to persons or organizations supplying materials or furnishing services to VVJC, to include vehicles, machinery, and equipment reasonably required by such persons or organizations. ARTICLE XXIV SURRENDER OF POSSESSION On the expiration or other termination of this Agreement, VVJC's right to use of the Premises, facilities, and services described herein shall cease, and VVJC shall vacate the Premises without unreasonable delay. ARTICLE XXV DAMAGE OR DESTRUCTION OF HANGAR If VVJC's hangars are partially damaged by fire, the elements, the public enemy, or other casualty, such hangar shall be repaired with due diligence by VVJC at its own cost and expense. If the damage is so extensive as to render such hangar untenantable, but capable of being repaired within 90 days, the hangar shall be repaired with due diligence by VVJC at its own cost and expense, and the rent payable hereunder with respect to VVJC's exclusive space in such hangar shall be proportionately 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, VVJC 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 XXVI F.A.A. AND AIRPORT INSTRUMENTS The Federal Aviation Administration and the County hereby reserve the right and privilege to place on and around the Premises, without cost to VVJC, whatever instruments and equipment they desire during the Term of this Agreement, so long as said instruments or 21 BUS_RE\2755726.1 equipment do not substantially interfere with the intended use of the Premises by VVJC. If such instruments and equipment do substantially interfere, the County may find substitute and equivalent land for VVJC for the intended use. ARTICLE XXVII NO THIRD -PARTY 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 XXVIII ADDITIONAL CONDITIONS 28.1 Successors and Assigns. All the covenants, conditions, and provisions in this Agreement shall extend to and bind the legal representatives, successors, and assigns of the respective parties hereto. 28.2 Jurisdiction. This Agreement shall be construed under the laws of the State of Colorado. Any covenant, condition, or provision herein contained that is held to be invalid by any court of competent jurisdiction shall be considered deleted from this 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 VVJC in their respective rights and obligations contained in the valid covenants, conditions, or provisions of this Agreement. 28.3 Amendments. 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. 28.4 Leases with Others. 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 VVJC hereunder, then the same rights, privileges, and more favorable terms shall be concurrently and automatically made available to VVJC. 28.5 Paragraph Headings. The clause headings appearing in this Agreement have been inserted for the purpose of convenience and ready 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. 28.6 Lessee and VVJC. For purposes of this Agreement the terms "Lessee", "Tenant" and "VVJC" are one and the same meaning and refer to Vail Valley Jet Center, LLC, its successors or assigns. 28.7 Lessor and County. For purposes of this Agreement the terms "Lessor", "Landlord" and "County" are one and the same meaning and refer to the County of Eagle, State of Colorado, or its successor or assigns. 22 BUS_RE\2755726.1 28.8 Entire Agreement. This Agreement supersedes all previous communications, negotiations and/or contracts between the respective parties hereto, either verbal or written, and the same not contained herein are hereby withdrawn and annulled. ARTICLE XXIX ADDITIONAL AGREEMENTS 29.1 County's Rights. VVJC expressly acknowledges that the County has the right, directly or through any agent or instrumentality, to build and/or operate commercial air service facilities, including the ECAT commercial passenger terminal, and to further develop the Airport as it sees fit, even if doing so has the effect of reducing VVJC's business as long as such development/operation does not diminish VVJC's leasehold or VVJC's right to conduct activities under this Agreement; and that developing facilities directly or through an agent or instrumentality, such as ECAT, cannot give rise to any claim of discriminatory terms or treatment, or to a right in VVJC to the same terms under any "most favored nation" clause or concept. VVJC specifically acknowledges that the creation of ECAT, ECAT's issuing bonds, the construction of the ECAT terminal, the County's leasing and licensing land to ECAT, and the County's contracting to manage the ECAT terminal, were done in a lawful manner, pursuant to lawful powers, and not in violation of any provisions of this Agreement (including the Minimum Requirements). 29.2 National Guard Premises — Expansion Option. The National Guard Premises more particularly described on Exhibit A (the "National Guard Premises") is currently leased by the National Guard (the "Current Tenant"). The County desires to grant VVJC certain rights, and VVJC desires to receive certain rights, to lease the National Guard Premises on the terms set forth in this Section 29.2. The County hereby grants to VVJC the option to add the National Guard Premises if and when it becomes vacant and available for lease, upon the following terms and conditions: 29.2.1. In the event that the National Guard Premises becomes or is about to become available for leasing and the Current Tenant does not elect to continue its tenancy, the County will notify VVJC of such fact, and VVJC will have 21 days within which to exercise this option to lease the National Guard Premises as of the later of the day after the date the same is vacated by its then Current Tenant or upon another date as mutually agreed by the County and VVJC; 29.2.2. In the event of exercise of this option by VVJC, the National Guard Premises will be added to the Premises for the balance of the Term of this Agreement; 29.2.3. The Base Rent for the National Guard Premises will be the number of rentable square feet therein (the same to be measured in the same manner as applied to the Premises) multiplied by $0.2424 per square foot of land area; and 29.2.4. All of the other terms, covenants, conditions, provisions and agreements of this Agreement will apply to the National Guard Premises. 23 BUS_RE\2755726.1 29.3 Annual Notices. VVJC will notify the County annually (on December 31) of the names and addresses of its officers and all shareholders (or members) holding a 5% or greater interest in VVJC. 29.4 Aviation Fuel Sales. County will not engage in the sale of aviation fuels at the Airport nor allow anyone else to do so, except an FBO in conformity with the Minimum Standards. [Remainder of page intentionally left blank.] 24 BUS_RE\2755726.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the year and date first above written. ATTEST: Printed Name: ' N Title: Clerk of the Board of County Commissioners ATTEST: By: Printed Name: 4-1 Title: COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS Printed Name: Title: Chairman VAIL VALLEY JET CENTER, LLC, a Colorado limited liability company By: Jane' Allen Title: Cha*an and Chief Executive Officer STATE OF COLORADO ) )Ss County of Eagle ) The f regoing instru ent was acknowledged before this .'`day of 2009, b r -fi__z ' rt?u� _ as t ` �, and , respectively, of the Board of County ComuMssioners, County or Eagle, State of Colorado. Witness my hand and official seal. My commission expires: S /-'-0 in Notary Public NANC`i' i J'i . '113 HT NOT,' , j9- LIC OT TdAU 70RADO My Commission Expires 12/18/2010 STATE OF COLORADO ) )Ss County of Eagle } The foregoing instrument was acknowledged before me this f L' 2009, by James Allen, as Chairman and Chief Executi, as Valley Jet Center, LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: U.q j I& / aC'fl [NOTARIAL SEAL] Notary Public day of e Officer and respectively, of Vail AMBER LOSEY NOTARY PUBLIC STATE OF COLORADO My Commission Expires 02/16/2011 EXHIBIT A THE PREMISES I. FBO Premises. A parcel of land located within Tracts 56 and 57, Section 3, Township 5 South, Range 85 West of the Sixth Principal Meridian, Town of Gypsum, County of Eagle, State of Colorado, with all the bearings described herein based on a bearing of S88°54'50"E between Corner No. 4 of said Tract 60, being a 2 1/2" G.L.O. brass cap on 1" iron pipe, found in place, and Corner No. 3 of said Tract 60 also being Corner No. 4 of said Tract 61, being a 2 1/2" G.L.O. brass cap on I" iron pipe Witness Corner, found in place, said parcel being more particularly described as follows: Beginning at a point within the Eagle County Airport boundary, from which said witness corner for Corner No. 3 of Tract 60 bears S73°23'00"W, 2768.22 feet; thence along the following twenty-four (24) courses: 1) N08°03'02"W, 40.35 feet; 2) N81°56'58"E, 233.54 feet; 3) N08°03'02"W, 178.61 feet; 4) N81°57'06"E, 1918.03 feet; 5) N81 °59'40"E, 278.05 feet; 6) S08°04' 16"E, 78.66 feet; 7) N82°01'09"E, 246.38 feet; 8) SOI -09'47"W, 328.64 feet; 9) S54°22' 15"W, 184.03 feet; 10) S58°30'24"W, 97.40 feet; 11) NIO°03'34"W, 30.78 feet; 12) S81°36'25"W, 41.67 feet; 13) S11°58'20"E, 46.37 feet; 14) S62°39'04"W, 44.17 feet; 15) S69°41'50"W, 137.90 feet; 16) S79°22' 18"W, 3.96 feet; 17) N07°59'25"W, 5.80 feet; 18) S79°26'35"W, 426.98 feet; 19) N10°06'40"W, 270.43 feet; 20) S81°57'53"W, 605.62 feet; 21) S08°03'02"E, 88.00 feet; 22) S81-56'1 1 "W, 709.48 feet; 23) N08°02'55"W, 199.04 feet; 24) S81°56'58"W, 399.57 feet to the Point of Beginning. Said parcel containing 23.692 acres (1,032,021 sq. ft.), more or less. A-1 BUS_RE\2774205.1 II. Premiere Hangar Premises. A parcel of land located within Tract 60, Sections 3 and 4, Township 5 South, Range 85 West of the Sixth Principal Meridian being within the existing boundary of the Eagle County Airport, Town of Gypsum, County of Eagle, State of Colorado, with all the bearings described herein, based on a bearing of S88°54'50"E between Corner No. 4 of said Tract 60, being a 2 1/2" G.L.O. brass cap on 1" iron pipe, found in place, and Corner No. 3 of said Tract 60 also being Corner No. 4 of said Tract 61, being a 2 1/2" G.L.O. brass cap on 1" iron pipe Witness Corner, found in place and, said parcel being more particularly described as follows: Beginning at a point within said Eagle County Airport boundary, from which said witness corner for Corner No. 3 of Tract 60 bears S55°01'53"W, 394.69 feet; thence continuing within said Eagle County Airport Boundary the following fifteen (15) courses: 1) N08°01'36"W, 219.02 feet; 2) N82°05'44"E, 156.81 feet; 3) N07°54'03"W, 31.50 feet; 4) N81°59'38"E, 6.94 feet; 5) N08°00'22"W, 53.86 feet; 6) N81°59'38"E, 151.90 feet; 7) S73°27'20"E, 56.97 feet; 8) S07°55'40"E, 130.85 feet; 9) N82°04'29"E, 10.00 feet; 10) S07-55'3 VE, 150.77 feet; 11) S82°04'36"W, 44.82 feet; 12) S07°55'25"E, 5.00 feet; 13) S82°05' 14"W, 175.31 feet; 14) N07°54'48"W, 5.63 feet; 15) S82°04'36"W, 156.93 feet to the Point of Beginning. Said parcel containing 99,967 sq. ft. or 2.295 acres, more or less. III. Hangar Maintenance Premises. A parcel of land located within the Eagle County Airport property, located in Tract 55, Section 3, T 5 S, R 85 W of the 6th Principal Meridian according to the Independent Resurvey of said Township and Range as approved by the U.S. Surveyor General's Office in Denver, Colorado on June 20, 1922. All bearings are relative to a bearing of N00°21'00"E from a brass cap set as a witness corner for angle point 3 of tract 57 to an alum. cap set for angle point 2 of Tract 56. Said parcel being more particularly described as follows: Beginning at the corner common to Tracts 55, 56, 58, and 59; Thence N84037'01"E, 1812.11 feet to the True Point of Beginning; Thence N01041'46"E, 110.00 feet; Thence N88°18'14"W, 172.00 feet; Thence SOI°41'46"W, 110.00 A-2 BUS_RE\2774205.1 feet; Thence S88°18'14"E, 172.00 feet to the point of beginning. Said parcel contains approximately 0.4343 acres (18,920 square feet), more or less. IV. Fuel Farm Premises. A parcel of land situated in Tract 56, Section 3, Township 5 South, Range 85 West, of the 6t' Principal Meridian, County of Eagle, State of Colorado and more, particularly described as follows: Beginning at a #5 rebar with a 2-1/2" diameter aluminum cap stamped LS 13901, marking angle point 2 of Tract 56, thence, South 88'24'14" East a distance of 1901.05 feet to an iron pin set with aluminum cap marked PLS #33428, said point being the True Place of Beginning of the Lease Parcel herein described; Thence, South 87°48'37" East, a distance of 40.00 feet to an iron pin set with aluminum cap marked PLS #33428; Thence, South 02°11'23" West, a distance of 60.00 feet to an iron pin set with aluminum cap marked PLS #33428; Thence, North 87°48'37" West, a distance of 40.00 feet to an iron pin set with aluminum cap marked PLS #33428; Thence, North 02°11'23" East, a distance of 60.00 feet to the True Place of Beginning and containing 2,400 square feet or 0.055 acres of land, more or less, as surveyed by Richard Migchelbrink, PLS of Benchmark Engineering Services, Inc. in March of 2004. Said parcel contains approximately 0.055 acres (2,400 square feet), more or less. V. National Guard Premises. A. Parcel A. A parcel of land located in Tract 55 and Section 3, all in Township 5 South, Range 85 West of the Sixth Principal Meridian according to the independent Resurvey of said township and range as approved by the U.S. Surveyor General's Office in Denver, Colorado on June 20, 1922. All bearings contained herein being relative to a bearing of N00°21'00"E on the line from the Witness Corner for Angle Point 3 of Tract 57 to Angle Point 2 of Tract 56. Said parcel of land being more particularly described as follows: Beginning at the corner common to Tracts 55, 56, 58, and 59; Thence N79°02'21"E, 353.24 feet to the True Point of Beginning; Thence S 88°18'14"E, 697.80 feet; Thence NO1041'46"E, 16.21 feet; Thence S88018'14"E, 329.97 feet; Thence NO1°41'46"E, 50.00 feet; Thence N88'1 8'14"W, 406.27 feet; Thence NO1'4 1'46"E, 34.79 feet; Thence N88018'14"W, 100.46 feet; Thence SO1°41'46"W, 40.00 feet; Thence N88°18'14"W, 60.00 feet; Thence NO1°41'46"E, 40.00 feet; Thence N88018'14"W, 55.81 feet; Thence SO1041'45"W, 4.00 feet; Thence S88°08'37"W, 153.61feet; Thence N89°35'06"W, 251.97 feet; Thence SO1°41'46"W, 81.85 feet to the point of beginning. Said parcel contains approximately 1.7553 acres (76,463 square feet), more or less. B. Parcel B. A parcel of land located in Tract 55 and Section 3, all in Township 5 South, Range 85 West of the Sixth Principal Meridian according to the independent Resurvey of said A-3 BUS_RE\2774205. I township and range as approved by the U.S. Surveyor General's Office in Denver, Colorado on June 20, 1922. All bearings contained herein being relative to a bearing of N00°21'00"E on the line from the Witness Corner for Angle Point 3 of Tract 57 to Angle Point 2 of Tract 56. Said parcel of land being more particularly described as follows: Beginning at the corner common to Tracts 55, 56, 58, and 59; Thence N71°37'48"E, 1,076.74 feet to the True Point of Beginning; Thence SOI°51'00"W, 107.68 feet; Thence S88018'14"E, 120.77 feet; Thence SO1°41'46"W, 78.16 feet; Thence S88018'14"E, 238.71 feet; Thence NO1°41'46"E, 185.83 feet; Thence N88'1 8'14"W, 359.19 feet to the point of beginning. Said parcel contains approximately 1.3165 acres (57,347 square feet), more or less. C. Parcel C. A parcel of land located in Tract 55 and Section 3, all in Township 5 South, Range 85 West of the Sixth Principal Meridian according to the independent Resurvey of said township and range as approved by the U.S. Surveyor General's Office in Denver, Colorado on June 20, 1922. All bearings contained herein being relative to a bearing of N00°21'00"E on the line from the Witness Corner for Angle Point 3 of Tract 57 to Angle Point 2 of Tract 56. Said parcel of land being more particularly described as follows: Beginning at the corner common to Tracts 55, 56, 58, and 59; Thence N69°56'41"E, 1,050.89 feet to the True Point of Beginning; Thence S88°18'14"E, 429.88 feet; Thence N00°00'00"E, 41.35 feet; Thence N89009'00"W, 429.21 feet; Thence S00°51'00"W, 34.99 feet to the point of beginning. Said parcel contains approximately 0.4777 acres (16,393 square feet), more or less. A-4 BUS_RE\2774205.1 [pdf of Eagle County Airport Lease Map to be provided separately] A. BUS_RE\2774205.1 EXHIBIT B EAGLE COUNTY RAMP SPACE [See diagram following this page.] B-1 BUS_RE\2755726.1 q A- EXHIBIT C LANGUAGE TO BE INCLUDED IN SUBLEASES AND THIRD PARTY AGREEMENTS 1. Sublessee must comply with Eagle County Regional Airport Rules and Regulations, as may be amended from time to time; 2. To the extent applicable, sublessee must comply with the Minimum Requirements for commercial operation or activities; 3. Sublessee shall pay, or cause to be paid, any required percentages of revenue to the County; and 4. Sublease shall include a statement that acknowledges that all rights of sublessee under the sublease are subject to the same conditions and limitations imposed under the Agreement. Sublessee agrees to operate the Premises leased for the use and benefit of the public, including, without limitation the following: (a) Sublessee shall furnish good, prompt, and efficient services adequate to meet all the demands for its services at the Airport; (b) Sublessee shall furnish said service on a fair, equal, and non-discriminatory basis to all users thereof; (c) Sublessee shall charge fair, reasonable, and nondiscriminatory prices for each unit of sale or service, provided that Sublessee may be allowed to make reasonable and non- discriminatory discounts, rebates, or other similar types of price reductions to volume purchasers; (d) Sublessee agrees that no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of said facilities; (e) Sublessee agrees that 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 subjected to discrimination; (f) Sublessee 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 - Effectuation of Title VI of the Civil Rights Act of 1964, as said Regulations may be amended; and (g) Sublessee assures that it will undertake an affirmative action program, as required by 14 CFR Part 152, Subpart E, to ensure that no person shall, on the ground of race, creed, C-2 BUS_RE\2755726.1 color, national origin, or sex, be excluded from participating in any employment, contracting, or leasing activities covered in 14 CFR part 152, Subpart E. Sublessee 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. C-3 BUS_RE\2755726.1 Premises Period FBO Premises Term* Premiere Commencement Hangar Date through Premises 12-31-2014** 1-1-2015 through Expiration Date* Hangar Term* Maintenance Premises Fuel Farm Term* Premises Ramp Space Term** EXHIBIT D RENTAL RATES Rate Per Monthly Square Square Foot Footaee $0.2424 1,032,021 N/A N/A $0.35 99,970 $0.2424 18,920 $0.2424 Annual Monthly Rate Installment $250,161.89 $20,846.82 Upfront N/A payment of ($34,989 174,945.00 prepaid) (the "Initial Payment") $34,989.50 $2,915.79 $4,586.20 $382.18 2,400 $581.76 $48.48 N/A N/A See Section 4.7 of this Agreement *Subject to annual CPI increases pursuant to Section 4.3 of this Agreement. **No CPI Adjustments during this period. D-1 BUS_RE\2755726.1