HomeMy WebLinkAboutC10-131 Worldwide Flight Services AgreementSTORAGE ROOM LEASE
BETWEEN
EAGLE COUNTY AIR TERMINAL CORPORATION
AND
WORLDWIDE FLIGHT S,RVICES Ma
�n fL4
THIS LEASE is made and entered into this day of a '2009,
by and between the Eagle County Air Terminal Corporation, a not for profit corporation,
hereinafter referred to as the "Lessor," and Worldwide Flight Services, a company
authorized to do business in the State of Colorado, hereinafter referred to as the
"Lessee."
WITNESSETH:
WHEREAS, Lessor owns and operates the Eagle County Airport Terminal
(hereinafter referred to as 'Terminal') located in the Eagle County Regional Airport
(hereinafter referred to as "Airport") in Eagle County, Colorado, and has the right to
lease portions of the Terminal; and
WHEREAS, Lessor has the power and authority to enter into this agreement and
desires to lease space within said Terminal to Lessee for the purpose of storage and
office space;
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein, the parties hereby agree as follows:
SECTION ONE
LEASE
1.0 Lessor hereby leases to Lessee the space as more particularly described on
Exhibit A which is attached hereto and incorporated herein (hereinafter referred to as
the "Leased Premises "). Lessee shall use the Leased Premises as identified on Exhibit
A solely for the purpose of storage and office space.
1.1 It is specifically understood by Lessee that by entering into this Lease, Lessor in
not granting to Lessee any rights or privileges for the use of the Terminal beyond the
purposes set forth herein.
SECTION TWO
TERM
2.0 This Lease shall be a tenancy for month to month beginning on December 1,
2009. Notwithstanding Section 10 or anything else contained herein to the contrary,
such month to month tenancy may be terminated, with or without cause, upon thirty (30)
days written notice to the other party. Such notice shall be given as set forth herein.
U04 1
Notwithstanding the foregoing, upon defeasance of the bonds issued by the
Corporation to finance acquisition or construction of the Terminal Building and related
facilities and services, following maturity or earlier as provided in the Trust Indenture
with respect to the Bonds, this Agreement shall terminate, as of the date of defeasance,
and Lessee shall vacate the premises leased hereunder within not more than thirty (30)
days. Lessor will give not less than thirty (30) days notice of an intent to defease the
bonds in accordance with the Trust Indenture. Lessor will also give Lessee notice of the
date of defeasance within two (2) business days following the actual defeasance.
2.1 Upon the termination of this Lease or on the date specified in any demand for
possession by Lessor after any default by Lessee, Lessee covenants and agrees to
surrender possession of the Leased Premises to Lessor in the same condition as when
first occupied, ordinary wear and tear excepted.
SECTION THREE
RENTALS AND CHARGES
3.0 Lessee shall pay to Lessor an annual sum of $52.80 per square foot for the 245
square feet of storage and office space (a total of $1,078.00 per month) payable in
advance, and due on the first day of each month at Eagle County Air Terminal
Corporation c/o Eagle County Airport Manager, P.O. Box 850, Eagle, CO 81631. The
first payment is due upon execution of this Lease Agreement. If the first payment of
rent is due on other than the first day of the month, the first month's rent shall be
prorated.
3.1 Any rent overdue for more than ten (10) days will have late fees and interest
assessed. The late fee will equal 10% of the current monthly rental. Further interest
shall accrue on the unpaid rent and late fees at a rate of 18% per annum. In the event
the Lessor is required to initiate any collection proceedings or action, Lessee shall be
solely responsible for all fees and costs of Lessor associated with such proceeding
including but not limited to attorney fees.
3.2 Termination of the Lease by either party shall not constitute grounds for pro-
ration of the rent due unless specifically otherwise provided in this Lease.
SECTION FOUR
TAXES AND ASSESSMENTS & LIENS
4.0 Lessee will pay all real and personal property tax assessments, general and
special, and all other impositions, ordinary and extraordinary, of every kind and nature
whatsoever, levied or assessed upon the Leased Premises.
4.1 Lessee also agrees not to permit any mechanic's or materialman's or any other
lien to become attached or be foreclosed upon the Leased Premises or improvements
thereto, or any part or parcel thereof, by reason of any work or labor performed or
materials furnished by any mechanic or materialman. Lessee further agrees to promptly
pay when due all bills, debts and obligations incurred by it in connection with its
operations hereunder and not to permit the same to become delinquent and to suffer no
lien, mortgage, judgment or execution to be filed against the Leased Premises or
improvements thereon which will in any way impair the rights of the Lessor under this
Agreement.
SECTION FIVE
MAINTENANCE AND UTILITIES
5.0 In addition to the rent, Lessee shall be solely liable for all utility installations and
services. Lessee shall be responsible for bringing all services and utilities up to the
standards required by applicable codes and regulations for Lessee's authorized
operations; but Lessee may not install water or sewer /septic services. Lessee shall
provide for and supply, at its expense, janitor and trash removal services with respect to
the Leased Premises. Lessee shall pay for all telephone and other utilities and services
used by it on or in connection with the Leased Premises.
5.1 Lessor shall provide and maintain, water, sewer, general lighting, electrical
power, and heating and air - conditioning for the Terminal and make them available to the
Lessee. If Lessee requires additional lighting, electrical power, telephone outlets, or
adjustments to the air conditioning system, such additional improvements or services
shall be subject to the prior written approval of Lessor, and any such improvements
shall be made at Lessee's expense
5.2 During the Term of this Lease, Lessor shall maintain the space in good and clean
repair, reasonable wear and tear excepted.
5.3 Lessee accepts the Leased Premises in their existing, as -is condition, and
Lessee is solely responsible for it being in a condition suitable for Lessee's office and
storage operations.
5.4 Lessee may place in or on the Leased Premises without cost to the Lessor,
equipment so long as it does not interfere with the operation of the Terminal.
5.5 Lessee agrees that Lessor shall not be liable for failure to supply any utility
services. Lessor reserves the right to temporarily discontinue utility services as may be
necessary by reason of accident, unavailability of employees, repairs, alterations or
improvements or whenever by reason of strikes, lockouts, riots, acts of God, or any
other happenings beyond the control of the Lessor, Lessor is unable to furnish such
utility services. Lessor shall not be liable for damages to persons or property for any
such discontinuance, nor shall such discontinuance in any way be construed as cause
for abatement of compensation or operate to release the Lessee from any of its
obligations hereunder.
5.6 Lessee shall conduct its operations in an orderly and proper manner so as not to
commit any nuisance in the Leased Premises or annoy, disturb, or be offensive to
others in the Terminal and shall take all reasonable measures, using the latest known
practicable devises and means, to eliminate any unusual, nauseous, loud or
objectionable noise, gases, vapors, odors and vibrations and to maintain the lowest
possible sound level in its operations.
5.7 Lessee shall not do or permit to be done anything which might interfere with the
effectiveness or accessibility of utility, heating, ventilating or air conditioning systems or
portions thereof on the Leased Premises. Lessees shall not place any additional lock of
any kind upon any window or interior or exterior door in the Leased Premises, or make
any change in any existing door or window lock or the mechanism thereof, unless a key
therefore is maintained on the Leased Premises, nor refuse upon expiration or sooner
termination of this Agreement to surrender to Lessor any and all keys to the interior and
exterior doors on the Leased Premises whether said keys were furnished to or
otherwise procured by Lessee. If any keys furnished to Lessee by Lessor are lost,
Lessee shall pay Lessor, on demand, the cost for replacement thereof.
5.8 Lessee agrees not to improve, change, alter, add to, remove or demolish the
Leased Premises without prior written consent of the Lessor. Lessee must comply with
all conditions which may be imposed by the Lessor, in its sole discretion. Full and
complete specifications for all work and improvements, along with a statement of the
time required to complete such work shall be submitted to and approved in writing by
the Lessor before construction work commences. Copies of plans for all changes or
alterations shall be given to the Lessor for review and written approval prior to
commencement of construction.
5.9 Lessee agrees that nothing shall be done or kept in the Leased Premises and no
improvements, changes, alterations, additions, maintenance or repairs shall be made to
the Leased Premises which might be unsafe or hazardous to any person or property.
Further, Lessee shall not do or permit to be done any act or thing upon the Leased
Premises which will invalidate, suspend or increase the rate of any fire insurance policy
required under this Agreement, or carried by Lessor, covering the Leased Premises or
the buildings in which the Leased Premises are located or which, in the opinion of the
Lessor, may constitute a hazardous condition that will increase the risks normally
attendant upon the operations contemplated under this Agreement. If, by reason of any
failure by Lessee to comply with the provisions of this section, after receipt of notice in
writing from Lessor, any fire insurance rate on the Leased Premises or on the buildings
in which the same is located, shall at any time be higher than it normally would be, then
Lessee shall pay the Lessor, on demand, that part of all fire insurance premiums paid
by the Lessor which have been charged because of such violation or failure of Lessee;
provided, that nothing herein shall preclude Lessee from bringing, keeping or using on
or about the Leased Premises such materials, supplies, equipment and machinery as
are appropriate or customary in carrying on its business, or from carrying on the normal
operations contemplated herein.
5.10 Lessee agrees that nothing shall be done or kept on the Leased Premises and
no improvements, changes, alterations, additions, maintenance or repairs shall be
made to the Leased Premises which might impair the structural soundness of the
building, result in an overload of utility, plumbing, or HVAC systems serving the
Terminal Building or interfere with electric, electronic or other equipment at the Airport.
In the event of violations hereof, Lessee agrees to immediately remedy the violation at
it's expense.
5.11 Lessee agrees that all improvements to the Leased Premises, including
approved changes and renovations, which are affixed to the realty, shall become the
property of the Lessor upon their completion and acceptance by Lessor.
SECTION SIX
RULES AND REGULATIONS
6.0 Lessee agrees to observe and obey all Terminal Rules and Regulations,
including any security plans, as may be created and amended from time to time, relating
to the use of the Terminal or to the Leased Premises.
6.1 Lessee shall obey all federal, state and local laws, orders, rules and regulations
in all conduct in or upon the Leased Premises.
SECTION SEVEN
DAMAGE OR DESTRUCTION OF LEASED PREMISES
7.0 If the Leased Premises, or any portion thereof, is destroyed or damaged by fire
or otherwise to an extent which renders it unusable, Lessor may rebuild or repair any
portions of the building structure destroyed or damaged, and, if the cause was beyond
the control of Lessee, the obligation of Lessee to pay the compensation hereunder shall
abate as to such damaged or destroyed portions during the time they are unusable. If
Lessor elects not to proceed with the rebuilding or repair of the building structure, it shall
give notice of its intent within 90 days after the destruction or damage. Lessee may
then, at its option, cancel and terminate this Agreement.
7.1 If Lessor elects to rebuild, Lessee must replace all Improvements on the Leased
Premises at its sole cost. Lessor and Lessee shall cooperate with each other in the
collection of any insurance proceeds which may be payable in the event of any loss or
damage.
7.2 Lessor shall not be liable for any loss of property by theft or burglary from the
Terminal or for any damage to person or property on the Terminal resulting from
lightning, or water, rain or snow, which may come into or issue or flow from any part of
the Terminal, or from the pipes, plumbing, wiring, gas or sprinklers thereof or that may
be caused by the Lessor's employees or any other cause, and Lessee agrees to make
no claim for any such loss or damage at any time, except for any abatement of
compensation or right to insurance proceeds provided for in this Section.
SECTION EIGHT
INSURANCE
8.0 Lessee agrees to secure at its own expense, and to keep in force at all times
during the Term hereof, Comprehensive General Public Liability Insurance in the
minimum amount of One Million Dollars ($1,000,000.00) bodily injury and property
damage combined single limit each occurrence. The required insurance coverage also
shall include Personal Injury, Blanket Contractual Coverage for this Agreement, and
Independent Contractors Coverage. Lessee shall also maintain in force during the term
hereof, insurance to cover the market value of Lessee's equipment in the Terminal.
Lessee shall also maintain in force during the term of this Agreement, Workman's
Compensation and Employer's Liability Insurance in accordance with the provisions of
Colorado law. The limit of such insurance coverage shall be for statutory workman's
compensation benefits, and shall be not less than One Hundred Thousand Dollars
($100,000.00) for employer's liability insurance. Lessee agrees that Eagle County and
Lessor shall be named as additional insured under such policy or policies of insurance.
A certificate or certificates evidencing such insurance coverage shall be filed with
Lessor within ten (10) days after execution of this Agreement, and said certificate(s)
shall provide that such insurance coverage will not be canceled or reduced without at
least thirty (30) days prior written notice to Lessor. At least ten (10) days prior to the
expiration of said insurance policy or policies, a certificate showing that such insurance
coverage has been renewed or extended shall be filed with Lessor. If such coverage is
canceled or reduced, Lessee shall within seven (7) days of notice of cancellation or
reduction, but in any event not more than fifteen (15) days before the effective date of
said cancellation or reduction, file with Lessor a certificate showing that the required
insurance has been reinstated in full, or provided through another insurance company
or companies.
In the event that Lessee shall at any time fail to provide Lessor with the
insurance required under this section, Lessor may immediately terminate this
Agreement.
The insurance carried by the Lessee, as required by this Agreement, shall be
primary over any insurance carried by the Lessor for the Lessor's own protection. A
copy of the insurance representative's license, or other legal proof of his /her
authorization to sign the Certificate of Insurance for and on behalf of the insurance
company /companies shown thereon, must be attached to the Certificate of Insurance.
Facsimile stamped signature on the Certificate will not be accepted. The Certificate
must be signed by the insurance company's authorized representative.
The Lessor will conditionally accept self- insurance under this section, subject to
review and approval of appropriate County and State requirements. All preceding
coverages and limits will apply.
SECTION NINE
INDEMNIFICATION OF LESSOR
9.0 Lessee hereby agrees to release and indemnify and save harmless Lessor, its
officers, agents, and employees from and against any and all loss of or damage to
property, or injuries to or death of any person or persons, including property and
employees or agents of the Lessor, and shall defend, indemnify and save harmless
Lessor, its officers, agents and employees from any and all claims, damages, suits,
costs, expense, liability, actions, penalties or proceedings of any kind or nature
whatsoever, including workers compensation claims of or by anyone whomsoever, in
any way resulting from or arising out of directly or indirectly its operations in connection
herewith, its construction of any improvements, or its use or occupancy of any portion of
the Airport and including acts and omissions of officers, employees, representatives
suppliers, invitees, contractors, subcontractors and agents of the Lessee, provided that
the Lessee need not release, indemnify and save harmless the County and Lessor its
officers, agents and employees from damages resulting from sole negligence of the
County' and Lessor's officers, agents and employees. The minimum insurance
requirements prescribed herein shall not be deemed to limit or define the obligations of
Lessee hereunder.
SECTION TEN
TERMINATION BY LESSOR
10.0 Lessee shall be in default hereunder if:
A. Lessee fails to timely pay when due to Lessor the compensation or any other
payment required hereunder; or
B. Is in default under any other Agreement with Lessor or Eagle County; or
C. Becomes insolvent, or takes the benefit of any present or future insolvency or
bankruptcy statute, or makes a general assignment for the benefit of creditors, or
consents to the appointment of a receiver, trustee or liquidator of any or
substantially all of its property; or
D. Transfers its interest under this Agreement, without the prior written approval
of Lessor, by reason of death, operation of law, assignment, sublease or
otherwise, to any other person, entity, or;
E. Abandons, deserts or vacates the Leased Premises; or
F. Suffers any lien or attachment to be filed against the Leased Premises, the
Airport or Lessor's property because of any act or omission of Lessee, and such
lien or attachment is not discharged or contested by Lessee in good faith by prior
legal proceedings within 20 days after receipt of notice thereof by Lessee; or
G. Fails to keep, perform and observe any other promise, covenant or
agreement set forth in this Agreement; or
H. Gives its permission to any person to use for any illegal purpose any portion
of the Terminal made available to Lessee for its use under this Agreement.
10.1 If Lessee defaults in any of the covenants, terms and conditions herein, the
Lessor may exercise any one or more of the following remedies:
A. Terminate the Agreement with or without cause upon thirty (30) days written
notice; or
B. Lessor may elect to allow this Agreement to continue in full force and effect
and to enforce all of Lessor's rights and remedies hereunder, including without
limitation the right to collect compensation as it becomes due together with Past
Due Interest and late fees; or
C. Lessor may cancel and terminate this Agreement and repossess the Leased
Premises with or without process of law, and without liability for so doing, upon
giving 30 days written notice to Lessee of its intention to terminate, at the end of
which time, all rights hereunder of the Lessee shall terminate.
If Lessor elects to terminate, Lessee shall be liable to Lessor for all amounts
owing at the time of termination, including but not limited to compensation due
plus interest thereon at the past due interest rate together with any other amount
to fully compensate Lessor for all loss of compensation, damages, and costs,
including attorney's fees, caused by Lessee's failure to perform its obligations
hereunder, or which in the ordinary course would likely result therefrom.
D. Lessor may elect to reenter and take possession of the Leased Premises and
expel Lessee or any person claiming under Lessee and remove all effects as
may be necessary, without prejudice to any remedies for damages or breach.
Such reentry shall not be construed as termination of this Agreement unless a
written notice specifically so states; however, Lessor reserves the right to
terminate the Agreement at any time after reentry. Following reentry the Lessor
may relet the Leased Premises or any portion thereof, for the account of Lessee,
on such terms and conditions as Lessor may chose, and may make such repairs
or improvements as it deems appropriate for any failure to relet or any failure to
collect compensation due for such reletting.
Lessee shall be liable to Lessor for all costs of releting including attorney' fees
and repairs or improvements. Notwithstanding re -entry by Lessor, Lessee shall
continue to be liable for all amounts due as compensation under this Agreement,
on the dates specified and in such amounts as would be payable if default had
not occurred. Upon termination of the Agreement by Lessor, Lessor, having
credited to the account of Lessee any amounts recovered through reletting, shall
refund, without interest, any amount which exceeds the compensation, damages,
and costs payable by Lessee under this Agreement.
The remedies provided in this Agreement shall be cumulative and shall in no way
effect any other remedy available to Lessor under law or equity.
No failure of Lessor to insist upon the strict performance of a term, covenant or
agreement contained in this Agreement, no failure by Lessor to exercise any right
or remedy under this Agreement, and no acceptance of full or partial payment
during the continuance of any default by Lessee shall constitute a waiver of any
such term, covenant or agreement or a waiver of any such right or remedy or a
waiver of any default by Lessee.
SECTION ELEVEN
SURRENDER OF POSSESSION
11.0 On the Termination of this Lease, Lessee's rights to use of the Leased Premises
shall cease, and Lessee shall vacate the premises without unreasonable delay.
11.1 Except as otherwise provided in this agreement, the fixtures, improvements,
equipment, and other property bought, installed or erected by Lessee in, on, or about
the Leased Premises, including, but not limited to pipes, pumps, wires, poles, heating
and air conditioning equipment, shall be deemed to become the property of Lessor upon
termination of the Lease.
SECTION TWELVE
INSPECTION BY LESSOR
12.0 During the Lessee's occupation of the premises, the Lessor shall have the full
right of entry to the Leased Premises for any purpose necessary, incidental to or in
connection with obligations hereunder, or in the exercise of its function or for the
purpose of making inspections it deems necessary on the Leased Premises, either by
its Terminal Manager or designated employees, at any or all reasonable times upon
prior notification to the local manager of Lessee.
SECTION THIRTEEN
ASSIGNMENT AND SUBLETTING
13.0 Lessee shall not assign this Lease or in any way transfer or hypothecate any of
its interest in this Lease without first obtaining the written consent of the Lessor, which
consent will not be unreasonably withheld, provided that Lessee acknowledges that
Lessor need not consent to any such assignment or subletting at any time, and to the
extent that Lessor has space available to lease. As used herein, "assignment" means
and includes but is not limited to, (i) the grant or transfer of any right, title, possession,
lien, encumbrance, security interest or other interest in, on or to five percent (5 %) or
more of the stock or other ownership interest of Lessee, (ii) grants or transfers to a
single person or entity, including to any other person(s) and entity(ies) directly or
indirectly controlled by it or which directly or indirectly control it, of any right, title,
possession, lien, encumbrance security interest or other interest in, on or to the stock or
other ownership interest which aggregate five percent (5 %) or more of the stock or other
ownership interest of Lessee, (iii) if Lessee is a limited liability company, a change in the
chief operating officer, manager or other person responsible for the day -to -day
performance by Lessee of the Lease, (iv) the grant or transfer of any right, title, lien,
encumbrance, security interest or other interest in, on or to some or all of the income or
profits (however they may be measured or defined, e.g., gross income, gross profit,
operating profit, net profit) of Lessee, and (v) the grant or transfer of any right, title, lien,
encumbrance, security interest or other interest in, on or to some or all of the cash flow
(however it may be measured or defined) of Lessee. If Lessee shall assign or attempt to
assign its interest in the whole or any part of this Lease in violation of this section, such
assignment shall be void and this Lease shall thereupon automatically terminate.
Lessor's consent to one assignment shall not be deemed to be a consent to any
subsequent assignment.
SECTION FOURTEEN
COSTS OF LITIGATION
14.0 Lessee covenants that in case the Lessor shall, without any default on its part, be
made a party to any litigation commenced by or against the said Lessee with respect to
the Leased Premises or improvements thereon, then the Lessee shall pay all costs in
connection with such litigation and that said Lessee shall pay all costs and reasonable
attorneys' fees which may be incurred by said Lessor in enforcing the covenants and
agreements of this Lease. All such reasonable costs and attorneys' fees, when paid by
said Lessor, shall become at once a first and valid lien upon Lessee's interest in the
buildings and improvements upon said premises and upon the leasehold estate hereby
created.
SECTION FIFTEEN
NATIONAL EMERGENCY
15.0 In the event possession of the Leased Premises and the improvements thereon
is assumed by the United States of America, or other authorized agency, under any
emergency powers, the rent due under this Lease shall abate for the period of such
possession. In such both Lessor and Lessee shall not be responsible for any of the
other covenants in this Lease until possession by the United States of America shall
terminate. In the further event that Lessee shall be reimbursed by the United States of
America or other authorized agency, for its assumption of possession, then the rental
provisions of this Lease shall remain in effect; but provided further, however, that if said
reimbursement is less than the amount of rental herein provided, the Lessee shall be
required to pay to the Lessor only such amount of reimbursement as it shall receive
from the United States of America or other authorized agency.
SECTION SIXTEEN
SUBORDINATION
16.0 This Lease is subordinate to the provisions of any existing or future agreement
between the Lessor and the United States of America relative to the development,
operation or maintenance of the Terminal, the execution of which has been or in the
future may be required as condition precedent to the expenditure of federal funds for the
development of the Terminal.
16.1 This agreement is subject to the written approval of Eagle County and is subject
and subordinate to the terms, reservation, restrictions and conditions of the Ground
Lease and any existing or future agreements between Lessor and Eagle County.
SECTION SEVENTEEN
SIGNS
17.0 No commercial signs shall be placed within the space without the written
approval of the Terminal Manager.
SECTION EIGHTEEN
NO CONFLICTS WITH ASSURANCES
18.0 It is understood that Lessor has made and will in the future make certain
assurances as a condition to obtain grant funds and PFC approvals from the FAA.
Nothing in the Agreement shall conflict with such assurances.
SECTION NINETEEN
MISCELLANEOUS
A. DISCRIMINATION. The Lessee 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:
No person on the grounds of race, color, sexual preference, 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.
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, sexual preference, or national origin shall be excluded from
participation in, denied the benefits of, or otherwise be subjected to
discrimination.
3. The Lessee 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, and as said Regulations may be amended.
B. DEVELOPMENT. The Lessor reserves the right to further develop or improve
the Terminal, including any part thereof and facility thereon, as it sees fit,
regardless of the desires or view of the Lessee, and without interference or
hindrance.
C. MODIFICATION /ALTERATION. Lessee agrees to comply with the notification
and review requirement covered in Part 77 of the Federal Aviation Regulations in
the event any future structure or building is planned for the Leased Premises, or
in the event of any planned modification or alteration of any present or future
building or structure on the Leased Premises.
D. EXCLUSIVE RIGHT. 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 Section 208(a) of the Federal Aviation Act of 1958, as amended.
E. STRUCTURAL COMPLIANCE. All improvements to the Leased Premises by
Lessee shall comply with the applicable building code, the Airport Master Plan,
and the specifications included in this Lease, and any revisions or amendments
thereof.
NOTICES. Any notices, demands, payment or other writings required by this
Lease to be made, given or transmitted to the parties hereto, shall be deemed to
have been given, if enclosed in an envelope with first class postage attached to
ensure delivery and deposited in the United States mail, addressed to:
Airport Manager
Eagle County Regional Airport
Post Office Box 850
Eagle, Colorado 81631
tel. 970 - 328 -2680
fax 970 - 328 -2687
Worldwide Flight Services
1925 W. John Carpenter Fwy, Suite 450
Irving, Texas 75063
tel. 972 - 629 -5116
fax. 972- 629 -5161
Notice given by mail shall be deemed given the third business day after deposit.
If notice also is simultaneously given by facsimile, notice shall be deemed given
the business day following the facsimile transmission. Notice may be given by
personal delivery to the offices described above or to the Lessee's Terminal
station manager, and shall be deemed given at the time of delivery. The address
to which any notice, demand or other writing may be given or mailed to any party
as provided may be changed by written notice given by such party as provided
above.
G. SUCCESSORS. All covenants, conditions, and revisions in this agreement shall
extend to and bind the legal representatives, successors, and assigns of the
respective parties hereto.
H. JURISDICTION AND VENUE. This agreement shall be construed and
interpreted in accordance with the laws of the State of Colorado. Jurisdiction and
venue over any action arising out of this Lease shall lie exclusively in the District
Court of Eagle County, Colorado.
I. SEVERANCE. 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.
J. AMENDMENTS. All amendments to this Lease must be made in writing. The
waiver of any breach or condition on one occasion shall not be deemed a waiver
of the duty or condition thereafter.
K. ADDITIONAL SERVICES, The Lessor shall have no responsibility or liability to
furnish any services to Lessee other than those specified in this Lease, but
Lessee may negotiate with Lessor for any additional services it may request and
shall pay for such additional services the consideration so negotiated.
L. SECTION HEADINGS. Section headings in this Agreement are intended for
convenience only and shall not be taken into consideration in the construction or
interpretation of this Agreement or any of its provisions.
M. EFFECT OF OTHER REPRESENTATIONS. No representations or promises
shall be binding upon the parties to this agreement except those promises and
representations contained herein or in some future writing executed by the
parties.
N. INTERRUPTION OF SERVICE OR USE. Interruption of services or curtailment
of any service maintained in the building, if caused by strikes, mechanical
difficulties or any causes beyond Lessor or Eagle County's control shall not
entitle Lessee to any damages against Lessor.
O. FORCE MAJEURE. Neither party hereto shall be liable to the other for any
failure, delay or interruption in the performance of any of the terms, covenants or
conditions of this Agreement due to causes beyond the control of that party,
including without limitation strikes, boycotts, labor disputes, embargoes,
shortages of materials, acts of God, acts of the public enemy, acts of superior
governmental authority, weather conditions, floods, riots, rebellion, sabotage or
any other circumstance for which such party is not responsible or which is not in
its power to control BUT IN NO EVENT SHALL THIS PARAGRAPH BE
CONSTRUED SO AS TO ALLOW Lessee to reduce its obligation to pay rent
herein.
P. Lessee shall cause its officers, contractors, agents and employees to comply
with any and all existing and future security regulations or Security Plan adopted
by Lessor or Eagle County pursuant to Part 107, Federal Air Regulations of the
Federal Aviation Administration, as it may be amended from time to time.
Q. BOND INDENTURE. This Agreement is in all respects subject and subordinate
to any and all of Lessor's bond indentures applicable to the Terminal Building
and Airport and to any other bond indentures which should amend, supplement
or replace such bond indentures. The parties to this agreement acknowledge
and agree that all property subject to this Agreement which was financed by the
net proceeds of tax - exempt bonds is owned by Lessor or Eagle County, and
Lessee agrees not to take any action that would impair, or omit to take any action
required to confirm, the treatment of such property as owned by Lessor or Eagle
County for purposes of Section 142(b) of the Internal Revenue Code of 1986, as
amended. In particular the Lessee agrees to make, and hereby makes, an
irrevocable election (binding on itself and all successors in interest under this
Agreement) not to claim depreciation or an investment credit with respect to any
property subject to this Agreement which was financed by the net proceeds of
tax - exempt bonds and shall execute such forms and take such other action as
Lessor or Eagle County may request in order to implement such election.
R. LESSEE'S WARRANTY. Lessee represents and warrants, which representation
and warranty form a material part of the consideration of this Agreement without
which Lessor would not enter into this Agreement, that it is authorized to and
lawfully able to enter into and perform, and is under no prohibition against
entering into and performing this Agreement and that entering into this
Agreement and performing pursuant to the terms hereof shall not constitute or
cause a default or breach of any other contract, covenant or duty.
S. ACCOMMODATION /SERVICES. Lessee shall furnish its accommodation and /or
services on a fair, equal and not unjustly discriminatory basis to all users thereof
and it shall charge fair, reasonable and not unjustly discriminatory prices for each
unit or service; provided that the Lessee may be allowed to make reasonable and
non - discriminatory discounts, rebates or other similar type of price reductions to
volume purchasers.
T. MAINTENANCE. The Lessor reserves the right but shall not be obligated to the
Lessee, to maintain and keep in repair the landing area of the Airport and all
publicly -owned facilities of the Terminal, together with the right to direct and
control all activities of the Lessee in this regard.
/ /REMAINDER OF PAGE INTENTIONALLY LEFT BLANK//
Wherefore, the parties have executed this Lease the date first set forth above.
LESSOR:
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