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HomeMy WebLinkAboutC96-125 Eagle County Air Terminal Corporation19'961257 a b938bU B -69-i P -8b8 U6/19/96 Ub:lbp FG 1 OF 4U REC DUG Sara J. Wisher Eagle County Clerk & Recorder U.UU GROUND LEASE BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND EAGLE COUNTY AIR TERMINAL CORPORATION This Ground Lease (the "Lease") entered into effective. the 1st day of June, 1996, 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 Eagle County Air Terminal Corporation ("Terminal Corporation"). WITNESSETH: WHEREAS, the County now owns, controls and operates the Eagle County Regional Airport (the "Airport") located between the towns of Eagle and Gypsum in the County of Eagle, State of Colorado; and WHEREAS, the County is duly authorized by law to adminis- ter and govern the property known as the Eagle County Regional Airport; and . WHEREAS, commercial aviation has grown dramatically in the past five years and is -expected to continue to grow in the future; and WHEREAS, the County has determined that commercial passenger terminal facilities at the Airport are inadequate for the current levels of use as well as for expected growth in commercial aviation; and WHEREAS, passenger terminal facilities are essential to the.proper accommodation of commercial aviation at the r.b, Airport; and WHEREAS, Terminal Corporation is a non-profit corporation C organized for the benefit of Eagle County for the purpose of constructing a commercial passenger terminal and related improvements at the Airport; WHEREAS, Terminal Corporation intends to issue and sell bonds to finance the construction of the commercial passenger terminal and related improvements at the Airport, and in 1 GROUND LEASE BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND EAGLE COUNTY AIR TERMINAL CORPORATION This Ground Lease (the "Lease") entered into effective the 1st day of June, 1996, 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 Eagle County Air Terminal Corporation ("Terminal Corporation"). WITNESSETH: WHEREAS, the County now owns, controls and operates the Eagle County Regional Airport (the "Airport") located between the towns of Eagle and Gypsum in the County of Eagle, State of Colorado; and WHEREAS, the County is duly authorized by law to adminis- ter and govern the property known as the Eagle County Regional Airport; and WHEREAS, commercial aviation has grown dramatically in the past five years and is -expected to continue to grow in the future; and WHEREAS, the County has determined that commercial passenger terminal facilities at the Airport are inadequate for the current levels of use as well as for expected growth in commercial aviation; and WHEREAS, passenger terminal facilities are essential to the proper accommodation of commercial aviation at the Airport; and WHEREAS, Terminal Corporation is a non-profit corporation organized for the benefit of Eagle County for the purpose of constructing a commercial passenger terminal and related improvements at the Airport; WHEREAS, Terminal Corporation intends to issue and sell bonds to finance the construction of the commercial passenger terminal and related improvements at the Airport, and in 1 connection therewith to enter into a Trust Indenture with a trustee on behalf of the bondholders governing the terms of the bonds and to secure the indebtedness in part with its interest -in this Lease; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Lease, the parties hereby agree as follows: ARTICLE ONE TERM The term of this Lease shall be for a period of thirty (30) years, commencing on the 1st day of June, 1996, and continuing through the 31st day of May, 2026 (the "Termination Date"), unless earlier terminated under the provisions of this Lease. Notwithstanding the foregoing, this Lease shall terminate automatically upon the defeasance of the bonds sold to finance the construction of the original improvements pursuant to the Trust Indenture to be entered into by Terminal Corporation on or about June 28, 1996. Upon that termination, title to the land and all improvements thereto, and all personal property therein owned by Terminal Corporation, shall vest exclusively in County. ARTICLE TWO LEASED PREMISES AND EASEMENTS A. The County does hereby lease to Terminal Corporation the property described in the legal description and on the map attached hereto respectively marked as Exhibits "A" and "B" and which are incorporated herein by this reference. B. For the purposes of construction of the improvements required by the terms of this Lease, the County hereby grants Terminal Corporation an easement on, upon and about the Airport, including (i) within the boundaries of the Terminal Project as outlined on Exhibit "C" attached hereto and incorporated herein by this reference and extending 50' beyond each of the exterior boundaries of the project as outlined thereon; (ii) an approximately 50' wide area across the Airport to its northern boundary as necessary for the construction of a sewer line; and on County's easement north of the Airport for construction of the sewer line. . C. . Phase II, III, IV, V Parking Areas. County hereby grants Terminal Corporation a license to use Parking Areas II, III, IV and V as shown on Exhibit "C." This license is limited to the use and rights set forth -herein. Terminal Corporation shall establish traffic patterns and parking layouts in the Parking Areas, subject to the County's prior written approval of such patterns and layouts. Terminal Corporation may allocate spaces to its rental car agency tenants for rental car return parking in the Phase V Parking Area and for rental car ready parking in the Phase IV Parking Area. Terminal Corporation allocate spaces to tenant employees in the Employee Parking portion of the Phase III Parking Area. Allocations shall be reported annually to the County before December 1 of each year, and changes in allocations shall be reported when made. In allocating spaces within the Parking Areas, Terminal Corporation shall leave adequate spaces for non -tenant users of the terminal. Specifically, Terminal Corporation shall provide adequate space in Parking Areas IV and V and in Parking Area III-Emloyee Parking for rental car agencies having valid use Agreements with the County who are not terminal tenants to accommodate their authorized rental car business activities at the terminal. The adequacy of the allocations is subject to approval by the County. The licenses granted hereby shall be void and of no affect if, and to the extent that, the licenses, or Terminal Corporation's use of the licenses, are determined by FAA or any other agency of competent jurisdiction to violate PFC rules and regulations applicable tothe terminal project. ARTICLE THREE USE AND CONCESSION This Lease is entered into solely for the purpose of constructing and operating a commercial air passenger terminal. All Terminal Corporation subleases and licenses shall include the requirement that the sublessee or licensee enter into a use agreement with County permitting its activities at 7 the Airport. Terminal Corporation shall not in any event contract with, or accommodate the commercial activities of, any entity engaging in commercial activities on the Airport which has not entered into a use agreement with the County applicable to those activities, or whose use agreement has exprired or otherwise been terminated. ARTICLE FOUR USE OF COMMON AREAS Terminal Corporation 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, aprons, taxiways, flood lights, landing lights, beacons, control tower, signals, radio aids, and all other conveniences for flying, landings, and take -offs. ARTICLE FIVE RENT AND LICENSE FEE A. The area base rent shall be sixteen cents ($0.16) per square foot per year, or a total annual base rent of Thirty-two Thousand One Hundred Forty -Two Dollars ($32,142.00) per year payable in twelve equal monthly installments of Two Thousand Six Hundred Seventy -Eight and 50/100 Dollars ($2678.50). Rent shall commence upon the completion of the improvements and the commencement of the term of any sublease to an commercial aviation subtenant. The rent shall be payable by the first day,of each month for which it is due. The annual area "base rent" shall be indexed commencing with the rental payment in January, 1998, as follows: 1. the month of January, 1997, shall be the "base month" and the denominator; 2. the month of January of each succeeding year shall be the "anniversary month" and the numerator; 3. the index shall be the Denver -Boulder, Colorado Consumer Price Index for All Urban Consumers, All 4 Items (1967=100) published by the U.S. Bureau of Labor Statistics, 303-837-2467; and 4. the "anniversary rent" shall be determined by multiplying the "base rent" times a fraction, the numerator being the particular "anniversary month" index and the denominator being the "base month" index. If the "anniversary month" or "base month" is an unpublished month, the previous index nearest to the anniversary date shall be used. B. The base license fee for the Parking Areas shall be sixteen cents ($0.16) per square foot per year, or a total annual base fee of Forty Thousand Eight Hundred Dollars ($40,800.00) per year payable in twelve equal monthly installments of Three Thousand Four Hundred Dollars ($3,400.00). The fee shall commence at the same time as rent commences. The annual "base fee" shall be indexed commencing with the fee payment in January, 1998, as follows: 1. the month of January, 1997, shall be the "base month" and the denominator; 2. the month of January of each succeeding year shall be the "anniversary month" and the numerator; 3. the index shall be the Denver -Boulder, Colorado Consumer Price Index for All Urban Consumers, All Items (1967=100) published by the U.S. Bureau of Labor Statistics, 303-837-2467; and 4. the "anniversary fee" shall be determined by multiplying the "base fee" times a fraction, the numerator being the particular "anniversary month" index and the denominator being the "base month" index. If the "anniversary month" or "base month" is an unpublished month, the previous index nearest to the anniversary date shall be used. C. For the use of the other airport facilities, Terminal Corporation shall pay to the County such fees as are charged to other users of the Airport facilities similarly situated as from time to time are determined by the County. D. Delinquency Charge: A delinquency charge of two (2) percent per month shall be added to payments required herein- above, which are rendered more than ten days days delinquent. E. Place of Payment: All payments due the County from Terminal Corporation shall be delivered to a place in Eagle County designated in writing by the County. F. Annual Statement. Within sixty (60) days after the close of its fiscal year audit, and in no event later than June 30 of each year, beginning in 1998, Terminal Corporation shall furnish to County a.statement of its operations for the fiscal year. The County reserves the right to audit said statement and Terminal Corporation'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 statement. Should Terminal Corporation 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. G. Utilities. 1. The County agrees to provide the following utilities to, at or near the lot line of the Leased Premises: a. Electric, b. Gas, and c. Water. 2. In the event the sewer system cannot be connected to the terminal building or is delayed, Terminal Corporation shall provide its own septic system or other waste system as part of the construction of its facility. 3. Terminal Corporation shall arrange and pay for its own trash removal. 4. Terminal Corporation agrees to pay the cost of all utilities. In the event Terminal Corporation fails to pay any utility bills when due, the County may, at its option, pay the same and collect from 6 Terminal Corporation the amounts so disbursed, plus interest at the rate of 2% per month or fraction thereof. ARTICLE SIX ORIGINAL IMPROVEMENTS Terminal Corporation shall construct at its sole expense: A. A commercial passenger terminal that shall be permanent in nature and will contain approximately 30,000 square feet, in accordance with the design of Van Sant Group as reflected in its drawings SD1 and Al -A8, dated May 9, 1996. B. Associated improvements including extending and relocating Eldon Wilson Drive and parking areas, as depicted on Isbill Associates Terminal Area Development drawing EGE- 1840. In the first phase of construction Terminal Corporation shall complete Eldon Wilson Drive, the Phase I parking paving, and the grading and graveling of the Phases II, III, IV and V parking areas. Terminal Corporation shall pave and complete the Phases II, III, IV and V parking areas in accordance with the Terminal Area Development Plan, as and when financially feasible, provided that it maintains such areas properly - graveled until then. C. The parking area included within Phase I shall be constructed within the Leased Premises to the extent reasonably feasible, but may extend outside the Leased Premises onto County property, with County's prior written consent, and County hereby grants Terminal Corporation an easement to the extent of such approved encroachment for the purpose of constructing, maintainng and operating such parking area during the term of this Lease. D. The improvements to Eldon Wilson Drive, to parking designated as Phases II, III, IV and V, and to Phase I parking areas insofar as they are not on the Lease Premises, and the sewer line shall, upon completion and acceptance by the County, be and shall thereafter remain the property of the County E. All paving and building shall be of permanent construction and shall be in consistent with the design, materials and landscaping specifications approved by the Board of County Commissioners prior to construction. 7 F. Landscaping is required. Terminal Corporation shall provide a plan for landscaping, to be approved by the Airport Manager. G. • Any substantial changes in the concept or design of the improvements materially affecting the exterior appearance or capacity of the improvements shall require the prior approval of the County. H. Materials and Labor Payment Bond. Prior to begin- ning construction, Terminal Corporation shall supply to the County in a form satisfactory to the County Attorney's office, a Materials and Labor Payment Bond to insure that all contractors, materialsmen, suppliers, subcontractors, etc., are paid for their activities and materials used on construction of Terminal Corporation's facilities on the leased premises; and to insure no claim is made against the County and that no lien shall attach to the County's property. This paragraph applies also to the improvements constructed pursuant to Article Three hereof. ARTICLE SEVEN COMPLIANCE WITH LAW, REGULATIONS, AND REQUIREMENTS A. Terminal Corporation shall use the Leased Premises solely for the purposes as set forth herein, and in so doing shall enforce and comply with all applicable laws of the State of Colorado and the United_States of America; and the rules, regulations, ordinances and resolutions of the County as well as of any and all bureaus, departments and agencies of said County, State of Colorado and the United States of America, as they may be amended from time to time. Terminal Corporation agrees to faithfully observe and obey and to compel its employees, invitees, and those doing business with it to observe and obey all of the following: 1. All Eagle County Regional Airport Rules and Regulations, which shall be deemed to include but not be limited to the Security Manual; 2. If the County revises "The Minimum Standards for Commercial Aeronautical Services and Activities at the Eagle County Regional Airport" to include commercial aviation services and activities, any such provisions of the Minimum Standards; and 8 3. All rules and regulations of the Federal Avia- tion Administration now in effect and such further rules and regulations as may from time to time be adopted by it relative to the operation of airports of the type and character of the Eagle County Regional Airport. B. Airport Rules and Regulations and Minimum Standards, if applicable, shall be deemed incorporated in this Lease by reference. They may be amended and expanded from time to time in the sole discretion of County, and, upon notice of any such change to Terminal Corporation, such amended and new Rules and Regulations and Minimum Standards shall apply to Terminal Corporation and be incorporated in this Lease as though set forth in full in this Lease. C. Notification and Review Requirements. Terminal Corporation agrees to comply with the notification and review requirements covered in part 77 of the Federal Aviation Regulations in the event any future structure or building is planned for the leased premises, or in the event of any planned modification or alteration of any present or future building or structure situated on the leased premises. D. Terminal Corporation shall timely report to the County all violations in the Airport Rules and Regulations which are observed and/or known to Terminal Corporation. 9 ARTICLE EIGHT LEASE PROVISIONS REQUIRED OR SUGGESTED BY THE FEDERAL AVIATION ADMINISTRATION A. Terminal Corporation agrees to operate the Leased Premises _for the use and benefit of the public, more specifically as follows: 1. To furnish good, prompt, and efficient services adequate to meet all the demands for its services at the Airport, 2. To furnish said services on a fair, equal, and non-discriminatory basis to all users thereof, and 3. To charge fair, reasonable, and non-discrimina- tory prices for each unit of sale or service, provided that Terminal Corporation may be allowed to make reasonable and non-discriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. B. Terminal Corporation, 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: 1. No person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjec- ted to discrimination in the use of said facilities. 2. In the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjec- ted to discrimination. 3. Terminal Corporation 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 10 Rights Act of 1964, as said Regulations may be amended. In the event of breach of any of the above non-discriminatory covenants, the County shall have the right to terminate the Lease and to re-enter and repossess the Leased.Premises and the facilities thereon, and hold the same as if said Lease had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 21 are followed and completed, including expiration of appeal rights. D. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the grant- ing of an exclusive right prohibited.by federal law, including grant assurances with respect to FAA grants to the County for Airport development. E. Affirmative Action. 1. Terminal Corporation 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, color, national origin, or sex, be excluded from participating in any employment, contracting, or leasing activities covered in 14 CFR Part 152, Subpart E. Terminal Corporation assures that no person shall be excluded, on these grounds, from participating in or receiving the services or benefits of any program or activity covered by this subpart. The County assures that it will require that its covered organizations provide assurance to the grantee that they similarly will undertake affirmative action programs and that they will require assurances from their suborganization, as required by 14 CFR Part 152, Subpart E, to the same effect. 2. Terminal Corporation agrees to comply with any affirmative action plan or steps for equal employment opportunity required by 14 CFR, Part 152, Subpart E, as part of the affirmative action program or by any Federal, state or local agency or court, including those resulting from a conciliation Lease, a consent decree, court order, or similar mechanism. Terminal Corporation agrees that state or local affirmative action plan will be used in lieu of any affirmative action plan or steps required by 14 CFR 11 Part 152, Subpart E, only when they fully meet the standards set forth in 14 CFR 152.409. Terminal Corporation agrees to obtain a similar assurance from its sub -lessees' covered organizations, and to cause them to require a similar assurance of their covered suborganizations, as required by 14 CFR Part 152, Subpart E. F.� The County reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desires or view of Terminal Corporation, and without interference or hindrance. G. The County reserves the right to maintain and keep in repair the landing area of the Airport and all publicly owned facilities of the Airport, together with the right to direct and control all activities of Terminal Corporation in this regard. H. During the time of war or national emergency, the County shall have the right to lease the landing area or any part thereof to the United States Government for military or naval use, and, if such lease is executed, the provisions of this instrument insofar as they are inconsistent with the provisions of the lease to the Government, shall be suspended. I. The County reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Terminal Corporation from erecting, or permitting to be erected, any building or other structure on or adjacent to the Airport which, in the opinion of the County, would limit the usefulness of the Airport or constitute a hazard to aircraft. J. This Lease shall be subordinate to the provisions of any existing or future Lease between the County and the United States relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of Federal funds for the development of the Airport. ARTICLE NINE OBLIGATIONS OF TERMINAL CORPORATION A. Terminal Corporation shall provide for the adequate and sanitary handling and disposal, away from the Airport, of 12 all trash, waste and other materials, including but not limited to used oil, solvents, and other waste. The piling or storage of crates, boxes, barrels and other containers will not be permitted within the leased premises. Nothing in this paragraph shall prevent the use of used oil in an appropriate heater or furnace so long as the use of such device complies with all applicable regulations. B. Terminal Corporation shall provide a clean, comfortable, well -lighted commercial aviation terminal, building with furnishings. C. Terminal Corporation will provide conveniently located, heated and ventilated restrooms which are accessible to the passengers, crews and terminal employees. These will be maintained in a clean and sanitary manner. At least one working telephone will be provided for public use. D. Terminal Corporation shall maintain all its facilities in a neat, clean and esthetically pleasing manner, and in accordance with all Rules and Regulations of the Airport. E. Terminal Corporation shall keep its Leased Premises in a clean, safe and sanitary condition, including the removal of snow from such of its parking areas and sidewalks. Snow removal shall be done promptly in a neat and workmanlike manner to avoid leaving piles, windrows or ridges of snow or ice which might be hazardous. Snow removal from apron areas adjacent to the terminal building shall be performed by County. F. Parking. Terminal Corporation shall provide adequate parking spaces upon -the Leased Premises for the use of Terminal Corporation's employees, customers and passengers. If Terminal Corporation, at any time during this Lease, cannot provide adequate parking upon the Leased Premises, Terminal Corporation shall make arrangements with the County for adequate parking located near the terminal building or such other reasonable location as may be designated by the County for the use of Terminal Corporation's employees, customers and passengers. At such time arrangements for adequate parking are made between the County and Terminal Corporation, the County has the right to increase the rent in proportion to the additional area utilized by Terminal Corporation for the purpose of providing adequate parking, provided, however, that no such rent increase shall apply with respect to parking 13 areas designated as Phases I, II, III, IV or V on the Airport Development Plan attached hereto as Exhibit "C." Terminal Corporation shall not be required to provide all the parking that may be required to serve the needs of passengers of scheduled or charter air carriers serving the Airport. G. Phase I Parking Areas. The Phase I Parking Areas as shown on Exhibit "C" hereto shall be used solely for van, limousine, bus, taxi and other commercial ground transportation parking, unless otherwise agreed by County. Terminal Corporation shall allocate spaces in those Parking Areas to its ground transportation tenants, provided that spaces are also allocated to non -tenant ground transportation companies having a valid use agreement with County adequate to reasonably accommodate their ground transportation business activity at the terminal. ARTICLE TEN OPERATING HOURS AND SERVICE Terminal Corporation shall provide service each and every day of the year during which commercial aviation users schedule departures or arrivals to use the terminal building, and at such times of the day appropriate to such departures and arrivals. The terminal building shall be open for a reasonable time before and following an arrival or departure to accommodate passengers,. -guests, crew, and terminal employees. 14 ARTICLE ELEVEN GENERAL OPERATING PROVISIONS A. Reservations of the County. For the purposes of this Lease, "Public Aircraft Facilities" shall mean (1) runways; (2) taxiways; (3) passenger ramp and apron areas; and (4) any extensions or additions to the above and any other space or facilities provided by the County at the Airport for public and common use by aircraft operators in connection with the landing and taking off of aircraft, or in connection with operations hereinafter authorized to be performed by aircraft operators upon the aforesaid runways, taxiways, and public passenger ramp and apron areas; but only as and to the extent that they are from time to time provided by the County at the Airport for public and common use by aircraft operators. The County reserves the right to further develop or improve the Airport as it sees fit, regardless of the desires or views of Terminal Corporation, and without interference or hin- drance, except that the County may not arbitrarily violate or unreasonably diminish Terminal Corporation's rights as provided elsewhere in this Lease except on a temporary basis, 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 Terminal Corporation's rights or ability to perform. County shall suffer no liability by reason thereof, and such action shall in no way alter or affect any of Terminal Corporation's obligations under this Lease. The County reserves the right to maintain and keep in repair the public aircraft facilities of the Airport and all puAt icly owned facilities of the Airport, together with the right to direct and control all activities of Terminal Corporation 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 Leased Premises, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used for naviga- 15 tion 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 take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Terminal Corporation from erecting or permitting to be erected, any building or other structure on or adjacent to the Airport which when erected will be above a mean sea level elevation of six thousand five hundred eighty-nine feet and/or which would limit the usefulness of the Airport or constitute a hazard to aircraft. County shall have the right at any time to close, relocate, reconstruct, change, alter, or modify any means of access, ingress, and egress provided for Terminal Corporation's use pursuant to this Agreement or otherwise, either temporarily or permanently, provided that reasonable notice to Terminal Corporation and a reasonably convenient and adequate means of access, ingress, and egress shall exist or be provided in lieu thereof. County shall use its best efforts to limit such closing to the duration appropriate to the circumstances. County shall suffer no liability by reason thereof, and such action shall in no way alter or affect any of Terminal Corporation's obligations under this Agreement. The County reserves the right to direct and control all activities of Terminal Corporation on the public aircraft facilities area at the Airport in the event of an emergency or if Terminal Corporation'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 Terminal Corporation's books and to procure such additional financial information as may be deemed appropriate and necessary by the County. Notices shall be provided to Terminal Corporation by the County at least five days in advance to inspect Terminal Corporation's books or records. Non-compliance with this section shall constitute a breach or default of this Lease and in the event of such non-compliance, the County shall have the right to terminate this Lease, or at the election of County or the United States or both of said governments, shall have the right to enforce judicially this subsection. 16 B. No Exclusive Rights Granted. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act. The County reserves the right, at its sole discretion, to grant others certain rights and privileges upon the Airport which are identical in part or in whole to those granted to Terminal Corporation. However, the County does covenant and agree that: 1. It shall enforce all Rules and Regulations and Minimum Standards adopted with respect to commercial air passenger terminal activities and services. 2. It will not permit the conduct of any aeronauti- cal or non -aeronautical endeavor or activity at the Airport except under an approved lease and operating agreement. C. Subordination of Lease. This Lease shall be subordinate to the provisions of any existing or future Lease 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. D. Parking Charges To General Public. Although Terminal Corporation may sublease space in parking areas (Phases I, II, III, IV or V) to transportation agencies (e.g., buses, limousines, taxis and rental cars), or allocate space to terminal tenants, Terminal Corporation shall not charge the general public for parking privileges in those parking areas. E. County reserves the right to adopt Airport Rules and Regulations governing or affecting parking in the Parking Areas leased and licensed hereby, including governing or affecting allocation or use of spaces within the Parking Areas. ARTICLE TWELVE LEASEHOLD FINANCING Notwithstanding anything to the contrary in this Lease, Terminal Corporation shall have the right to mortgage its leasehold interest herein demised on such terms, conditions and maturity as Terminal Corporation shall determine, and to 17 enter into any and all extensions, modifications, amendments, replacement(s) and refinancing of any such leasehold mortgage as Terminal Corporation may desire; subject, however, to the provisions of this Article Twelve. A. Lease Mortgage. No mortgage or any extension thereof made by Terminal Corporation shall extend to or affect the estate and interest of the County in and to the premises or any part thereof. B. Mortgage Validity. No mortgage shall be valid or of any force or effect unless and until (1) a photostatic copy of the original of each instrument creating and effecting such mortgage, certified by Terminal Corporation to be a true copy of such instrument, and written notice containing the name and post office address of the Mortgagee, shall have been delivered to the County, and (2) the mortgage shall contain the following provisions: 1. "This mortgage is executed upon the condition that no purchaser at any foreclosure sale shall acquire any right, title or interest in.or to the lease hereby mortgage, unless the said purchaser, or the person, firm or corporation to whom or to which such purchaser's right has been assigned, shall, in the instrument transferring to such purchaser or to such assignee the interest of tenant under said lease, assume and agree to perform all of the terms, covenants and conditions of said lease required to be observed or performed on the part of Terminal Corporation, subject to the fact that no further or additional mortgage of said lease shall be made except in accordance with the provisions contained in Article Twelve of said lease, and that a duplicate original of said instrument containing such assumption•Lease, duly executed and acknowledged by such purchaser or such assignee and in recordable form, is delivered to the County under said lease immediately after the consummation of such sale, or in any event, prior to taking possession of the premises demised thereby. 2. "The mortgagee waives all right and option to retain and apply the proceeds of any insurance or the proceeds of any condemnation award toward payment of the sum secured by this mortgage to the extent such proceeds are required for the demoli- 18 tion, repair or restoration of the mortgaged prem- ises in accordance with the provisions of the lease hereby mortgaged. 3. "This mortgage and all rights of the mortgagee hereunder are, without the necessity for the execu- tion of any further documents, subject and subordi- nate to the County's rights under the lease hereby mortgaged, and subject to the provision of Article Twelve of said lease, to the County's rights under said lease as said lease may be modified, amended or renewed. Nevertheless, the holder of this mortgage agrees from time to time upon request and without charge, to execute, acknowledge and deliver any instruments reasonably requested by the County under the lease hereby mortgaged to evidence the foregoing subordination." C. Mortgagee Rights. 1. Terminal Corporation Defaults. If Terminal Corporation shall mortgage this Lease in compliance with the provision of Article Twelve hereof, the County shall give to each Mortgagee, at the address of such Mortgagee set forth in the notice mentioned herein, and otherwise in the manner provided by Article Seventeen hereof, a copy of each notice of Default by Tenant at the same time as, and whenever, any such notice of Default shall thereafter be given by the County to Terminal Corporation, and no such notice of Default by the County shall be deemed to have been duly given to Terminal Corporation unless and until a copy thereof shall have been so given to each Mortgagee. Each Mortgagee (a) shall thereupon have a period of ten (10) days more, after such notice is given to it, for remedying the Default, or causing the same to be remedied, than is given Terminal Corporation after such notice is given to it, and (b) shall, within such period and otherwise as herein provided, have the right to remedy such Default, or cause the same to be remedied. The County shall accept performance by a Mortgagee of any covenant, condition or Lease on Terminal Corporation's part to be performed hereunder with the same force and effect as though performed by Terminal Corporation. 19 2. Commencing Cure. Notwithstanding the provisions of Section C.1 hereof, no Default by Terminal Corporation shall be deemed to exist as long as Mortgagee, in good faith, shall have commenced promptly either (a) to cure the Default and to prosecute the same to completion, or (b) if possession of the Premises is required in order to cure the Default, to institute foreclosure proceedings and obtain possession directly,or through a receiver, and to prosecute such proceed- ings with diligence and continuity and, upon obtain- ing such possession, commence promptly to cure the Default and to prosecute the same to completion with diligence and continuity, provided, however, that the Mortgagee shall have delivered to the County, in writing, its Lease to take the action described in clause (a) or (b) herein, and that during the period in which such action is being taken (and any foreclosure proceedings are pending), all of the other obligations of Terminal Corporation under this Lease, to the extent they are susceptible of being performed by the Mortgagee, are being duly per- formed. However, at any time after the delivery of the aforementioned Lease, the Mortgagee may notify the County in writing that it has relinquished possession of the Premises or that it will not institute foreclosure proceedings or, if such proceedings have been commenced, that it has discon- tinued them, and in such event, the Mortgagee shall have no further liability under such Lease from and after the date it delivers such notice to County (except for any obligations accruing prior to the date it delivers such notice), and, thereupon, the County shall have the unrestricted right to termi- nate this Lease and to take any other action it deems appropriate by reason of any Default by Tenant, and upon any such termination the provisions of Section D hereof shall apply., 3. Lease Modification. The County and Terminal Corporation agree that, from and after the date upon which the County receives the notice mentioned in Section B.1 hereof, they shall not modify or amend this Lease in any respect or cancel or terminate this Lease other than as provided herein without the 20 prior written consent of the Mortgagee which gave such notice. 4. Limited Liability. Except as provided in Section C.2 hereof, no Mortgagee shall become liable under the provisions of this Lease unless and until such time as it becomes, and then only for as long as it remains the owner of the leasehold estate created hereby. D. New Lease With Mortgagee. 1. Upon Termination. In case of termination of this Lease by reason of any Default or for any other reason, the County shall give prompt notice thereof to each Mortgagee under a Mortgage made in compli- ance with the provisions of Article Twelve hereof, which notice shall be given as provided in Section C.1 hereof. The County, on written request of such Mortgagee made any time within thirty (30) days after the giving of such notice by the County, shall execute and deliver a new lease of the Premises to the Mortgagee, or its designee or nominee, for the remainder of the Term, upon all the covenants, conditions, limitations and Leases herein contained, provided that the Mortgagee (a) shall pay to the County, simultaneously with the delivery of such new lease, all unpaid Rental due under this Lease up to and including the date of the commencement of the term of such new lease and all expense including, without limitation, reasonable attorney's fees and disbursements and court costs, incurred by the County in connection with the Default by Terminal Corporation, the termination of this Lease and the preparation of the new lease, and (b) shall cure all Defaults existing under this Lease. 2. Priority and Assignment. Any such new lease and the leasehold estate thereby created shall, subject to the same conditions contain in this Lease, continue to maintain the same priority as this Lease with regard to any mortgage, including any fee mortgage, on the Premises or any part thereof of any other lien charge or encumbrance thereupon whether or not the same shall then be in existence. Concur- rently with the execution and delivery of such new lease, the County shall assign to Tenant named 21 therein all of its right, title and interest in and to moneys (including insurance and condemnation proceeds), if any, then held by or payable to the County or Depositary which Terminal Corporation would have been entitled to receive but for the termination of this Lease, and any sums then held by or payable to Depositary shall be deemed to be held by or payable to it as Depositary under the new lease. . 3.• Sublease. Upon the execution and delivery of a new lease under this Section D, all Subleases which theretofore may have been assigned to the County thereupon shall be assigned and transferred, without recourse, by the County to Tenant named in such new lease. Between the date of termination of this Lease and the date of execution and delivery of the new lease, if a Mortgagee shall have requested such new lease as provided in paragraph 1 of this Sec- tion, the County shall not cancel any Subleases or accept any cancellation, termination or surrender thereof (unless such termination shall be effected as a matter of law on the termination of this Lease) without the consent of the Mortgagee, except for default as permitted in the Subleases, and except for the purpose of permitting the County to enter into Subleases with other tenants who will occupy not less than the same amount of space demised by the cancelled Subleases at a rental rate per square foot and for terms not less than the rental rates per square foot and for at least the remainder of the unexpired terms, respectively, of the cancelled Subleases. 4. Multiple Mortgagees. If there is more than one Mortgage, Landlord shall recognize the Mortgagee whose Mortgage is senior in lien as the Mortgagee entitled to the rights afforded by Sections C.1, C.2 and D hereof, provided that such Mortgagee shall have complied with the requirements of Section B hereof. W ARTICLE THIRTEEN INSURANCE Terminal Corporation shall obtain and maintain in effect during the term of this Lease comprehensive public liability and, property damage insurance covering all of Terminal Corporation's activities, operations and facilities on or at the Airport. Terminal Corporation shall maintain in force •insurance for the full replacement cost of the terminal building and associated improvements, including furnishings. Liability insurance shall have a minimum coverage of the greater of (a) $150,000 per person/$600,000 per occurrence, and (b) the maximum liability of County specified in the Colorado Governmental Immunity Act as the same may from time to time be amended. The proceeds of property insurance shall be used to repair any damage or destruction to the terminal building or associated improvements. All insurance shall name the County as an additional insured. All insurance shall be maintained with a company or companies approved by the County. A Certified copy of each insurance policy obtained hereunder or a certificate evidencing the existence of such insurance shall be delivered to the County within ten (10) days after execution of this Lease. Each such copy or certificate shall contain an endorsement by the insurer obligating the carrier of such insurance to furnish the County with thirty (30) days' notice of any intended cancellation, termination or modification of such insurance. Terminal Corporation 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 Terminal Corporation. Terminal Corporation agrees to comply with all of the provisions'of the laws of the State of Colorado and the United States of America pertaining to Employer's Liability Insurance, and further agrees that it will insure and keep insured all liability for compensation under the Workmen's Compensation Act of the State of Colorado. The County acknowledges that Terminal Corporation may be eligible for coverage through the C.A.P.P. or other pool, and accepts such pool participation as the equivalent of insurance. 23 ARTICLE FOURTEEN INDEMNIFICATIONS AND NON -LIABILITY EXCEPTIONS Terminal Corporation 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 Terminal Corporation, its employees or agents, in connection with Terminal Corporation's use and occupancy of the Airport premises. The County shall give to Terminal Corporation prompt notice of any claim made or suit instituted which in any way, directly or indirectly, affects or might affect Terminal Corporation and Terminal Corporation shall have the right to compromise or participate in the defense of any such action to the extent of its own interests. Terminal Corporation shall likewise give prompt notice to the County of any claim or suit which directly affects or might directly affect Terminal Corporation's ability to operate hereunder or which in any way affects or might affect the County or the general operations of the Airport. Except as otherwise provided within this Lease, the parties mutually agree that nothing contained in this Lease, nor the operations hereunder, shall in any way be construed to constitute the parties hereto as partners or be construed that Terminal Corporation is an employee or servant of the County, and in no event shall the County become liable for any loss which may result from the operations of Terminal Corporation upon the leased property, nor for any indebtedness incurred by Terminal Corporation in the operations of its business conducted on the leased premises. ARTICLE FIFTEEN ASSIGNMENT It is mutually understood by the respective parties hereto that during the term of this Lease, Terminal Corporation may not assign this Lease or grant additional concessions without the written consent of the County, which consent shall not be unreasonably withheld. 24 N. Subletting. Terminal Corporation'agrees to make space available on a fair and equitable basis within the terminal area of its facility. Terminal Corporation shall not discriminate in favor of or against any scheduled air carrier. This is not to imply that Terminal Corporation may not provide quantity or volume_ discounts, nor guarantee that space may not be all contracted out or sub -leased at some time, and addi- tional space may not be available. Space in Terminal Corporation's facility shall be sublet only to air carriers and to concessionaires typical in•a commercial passenger terminal for the purpose of providing service to commercial passengers, air carriers, and the employees of terminal Prior to subletting, the proposed sublease shall be submitted to the County for approval. The County shall not unreasonably refuse to approve any sublease but may refuse to approve any sublease which would violate the Airport rules and regulations; or which would result in violation of minimum standards for commercial operations or activities; or which fails to provide for required percentage payments to the County; or which is not for aviation or aviation related facility; or which would violate the terms of any grant received by the County; or for any other legitimate reason. F. Signs. Terminal Corporation shall not erect, maintain or display any external signs or other advertising on the leased premises without first obtaining the written approval of the County, which approval shall not be unreasonably withheld, providing that any sign so requested shall conform to requirements specified by the County. Terminal Corporation shall remove, at its expense, all lettering, signs, and placards erected on the premises at the expiration of the term of this Lease. ARTICLE SIXTEEN COOPERATION Terminal Corporation agrees fair and reasonable way with all operating on the Airport with the the County. 25 that it shall cooperate in a other persons and entities permission and approval of ARTICLE SEVENTEEN NOTICES Any notices provided for herein shall be in writing and shall be delivered in person or mailed by certified or regis- tered mail, return receipt requested, postage pre -paid, to the party for whom intended at the address set forth below: Eagle County Air Terminal Corporation Attn: President P.O. Box 850 Eagle, Co. 81631 The Board of County Commissioners County of Eagle, State of Colorado P.O. Box 850 Eagle, Colorado 81631 Attn: County Attorney Either party may change its address by written notice to the other party. Notices are deemed to have been given effective as of the date of delivery if personally delivered, and as of the third day after mailing, if mailed. ARTICLE EIGHTEEN DEFAULT AND TERMINATION A. Termination by Terminal Corporation. This Lease shall be subject to termination by Terminal Corporation in the event of any one or more of the following events: 1. The abandonment of the Airport as an airport or airfield -for any type, class or category of aircraft. 2. The default by County in the,performance of any of the terms, covenants or conditions of this Lease, and the failure of the County to remedy or undertake to remedy, to Terminal Corporation's satisfaction, such default for a period of forty-five (45) days after receipt of notice from Terminal Corporation to remedy the same. 3. Damage to or destruction of all or a material part of the premises or Airport facilities necessary to the operation of Terminal Corporation's business. 26 4. The lawful assumption by the United States, or any authorized agency thereof, of the operation, control or use of the Airport, or any substantial part or parts thereof, in such a manners as to restrict substantially Terminal Corporation from conducting business.operations for a period in excess of 180 days. B. Termination by the County. This Lease shall be subject to termination by -the County in the event of any one or more of the following events: 1. The default by Terminal Corporation in the performance of any of the terms, covenants or conditions of this Lease, and the failure of Terminal Corporation to remedy, or undertake to. remedy, to County's satisfaction, such default for a period of forty-five (45) days after receipt of notice from County to remedy the same. 2. Terminal Corporation 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 Terminal Corporation and such receivership is not vacated within forty-five (45) days after the appointment of such receiver. C. Exercise of the rights of termination set forth in Paragraphs A and B above, shall be by notice to the other party within thirty (30) days following the event giving rise to the termination. D. Removal of Property. Upon termination of this Lease for any reason, Terminal Corporation, at its sole expense, may remove from the premises all signs, trade fixtures, furnish- ing, personal property, equipment and materials which Terminal Corporation was permitted to install or maintain under the rights granted herein. E. Ownership of the terminal building and other improvements to the real estate constructed on the leased premises, shall pass to the County of Eagle, State of Colorado, upon the expiration of this Lease or any termination brought by forfeiture, except as provided in Article Twelve. 27 F. Causes of Breach; Waiver. 1. Neither party shall be held to be in breach of this Lease 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 Terminal Corporation to pay fees,.rents or other charges to the County. 2. The waiver of any breach, violation or default in or with respect to the performance or observance of the covenants and conditions contained herein shall not be taken to constitute a waiver of any such subsequent breach, violation or default in or with respect to the same or any other covenants or condition hereof. ARTICLE NINETEEN DUTY TO OBTAIN REQUIRED PERMITS Terminal Corporation 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 Lease. ARTICLE TWENTY RIGHTS OF SEIZURE The County shall not be liable in any respect to Terminal Corporation in the event of any seizure of all or any part of the leased premises by -the United States of America or the State of Colorado in time of war or other national emergency. Rent otherwise payable to the County shall abate during such period, to the extent that such seizure substantially inter- feres with Terminal Corporation's ability to conduct its operations. 28 ARTICLE TWENTY-ONE FACILITY; LEASEHOLD IMPROVEMENTS A. Prior Approval. All improvements (and alteration to improvements) constructed by Terminal Corporation shall receive prior structural, design and landscaping approval of the County, which approval shall not be unreasonably withheld. In the event the County requires modification -of the original plans and specifications, Terminal Corporation shall have ten (10) calendar days from the date of receipt of the proposed revisions to resubmit the plans and specifications for the County's approval. County has approved the plans and specifications for the original improvements being constructed pursuant to Article Seven except for those for the sewer. C. Upon being given final County approval of the plans and specifications, Terminal Corporation shall engage one or more qualified contractors to construct said improvements. Construction shall commence within thirty (30) calendar days of Terminal Corporation'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 improvements undertaken pursuant to this provision shall become the property of County upon expiration of the lease. D. Materials and Labor Payment Bond. Prior to begin- ning construction, Terminal Corporation shall supply to the County in a form satisfactory to the County Attorney's office, a Materials and Labor Payment Bond to insure that all contractors, materialsmen, suppliers, subcontractors, etc., are paid for their activities and materials used on construction of Terminal Corporation's facilities on the leased premises; and to insure no claim is made against the County and that no lien shall attach to the County's property. This paragraph applies also to the improvements constructed pursuant to Article Three hereof. ARTICLE TWENTY-TWO OPERATING STANDARDS In providing any of the required and/or authorized services or activities specified in this Lease, Terminal 29 Corporation shall operate for the use and benefit of the public and shall meet or exceed the following standards: A. Terminal Corporation shall furnish service on a fair, reasonable and non-discriminatory basis to all users of the .Airport. Terminal Corporation shall furnish good, prompt and efficient service adequate to meet all reasonable demands for its, services at the Airport. Terminal Corporation shall charge fair, reasonable, and non-discriminatory prices for each unit of sale or service; provided however, that Terminal Corporation may be allowed to make reasonable and non- discriminatory discounts, rebates or other similar types of price reductions to volume purchasers. B. Terminal Corporation shall select and appoint a full-time manager of its operations at the Airport. The manager shall be qualified and experienced, and vested-with full power and authority to act in the name of Terminal Corporation with respect to the method, manner and conduct of the operation of the fixed base services to be provided under this Lease. The manager shall be available at the Airport during regular business hours, and during the manager's absence a duly authorized subordinate shall be in charge and available at the Airport. C. Terminal Corporation shall provide, at its sole expense, a sufficient number of employees to provide effectively and efficiently the services required or authorized in this Lease. D. Terminal Corporation shall control the conduct, demeanor and appearance of its employees, who shall be trained by Terminal Corporation and who shall possess such technical qualifications and hold such certificates of qualification as may be required in carrying out assigned duties. It shall be the responsibility of Terminal Corporation to maintain close supervision over its employees to assure a high standard of service to customers of Terminal Corporation. E. Terminal Corporation 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. Terminal Corporation may, however, at its sole expense and cost, contest any tax, fee or assessment. 30 l F. Terminal Corporation shall comply'with all Federal, state and local laws, rules and regulations which may apply to the conduct of the business contemplated, including rules and regulations promulgated by the County, and Terminal Corporation shall keep in effect and post in a prominent place all necessary and/or required.licenses or permits. G. Terminal Corporation shall be responsible for the maintenance and repair of the premises and shall keep and maintain the premises in good condition, order and repair, and shall surrender the same upon the expiration of this Lease, in the condition in which they are required to be kept, reasonable wear and tear and damage by the elements not caused by Terminal Corporation's negligence excepted. H. It is expressly understood and agreed that, in providing required and authorized services pursuant to this Lease, Terminal Corporation shall have the right to choose, in its sole discretion, its vendors and suppliers. ARTICLE TWENTY-THREE RIGHT OF INGRESS AND EGRESS Terminal Corporation shall have at all times the full and free right of ingress to and egress from the premises and facilities referred to herein for Terminal Corporation, its employees, customers, passengers, guests, and other invitees. Such right shall also extend to persons or organizations supplying materials or furnishing services to Terminal Corporation, to include vehicles, machinery, and equipment reasonably required by such persons or organizations. ARTICLE TWENTY-FOUR SURRENDER OF POSSESSION On the expiration or other termination of this lease, Terminal Corporation's right to use of the premises, facilities, and services described herein shall cease, and Terminal Corporation shall vacate the premises without unreasonable delay. The terminal, fixtures, improvements, and other property bought, installed or erected by Terminal Corporation in, on, or about the Airport and premises leased hereunder shall be 31 deemed to become the property of the County upon conclusion of the Lease term or other termination of the Lease. Any and all personal property not removed by Terminal Corporation within a 30 -day period after the expiration or other termination of the Lease shall thereupon become a part of the land on which it is located, and title thereto shall thereupon vest in the County. ARTICLE TWENTY-FIVE INSPECTION BY COUNTY During the term hereof, the County shall have the right to inspect said premises either by its Commissioners or designated employees, at any or all reasonable times upon adequate prior notification to Terminal Corporation. ARTICLE TWENTY -SI% DAMAGE OR DESTRUCTION OF TERMINAL If the is partially damaged by fire, the elements, the public enemy, or other casualty, it shall be repaired with due diligence by Terminal Corporation at its own cost and expense. If the damage is so extensive as*to render the terminal untenantable, but capable of being repaired within 90 days, it shall be repaired with due diligence by Terminal Corporation at its own cost and expense, and the rent payable hereunder with respect to Terminal Corporation'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, Terminal Corporation shall repair or reconstruct the hangar with due diligence at its own cost and expense, rent for that hangar to be adjusted as set forth above. ARTICLE TWENTY-SEVEN F.A.A. AND AIRPORT INSTRUMENTS The Federal Aviation Agency and the County are hereby granted the right and privilege by Terminal Corporation to place on and around the above-described premises, without cost to Terminal Corporation, whatever instruments and equipment they desire during the term of this Lease, so long as said 32 instruments or equipment do not interfere with the intended use of the premises by Terminal Corporation. ARTICLE THIRTY NO PRIVATE CAUSE OF ACTION The rights herein contracted for shall inure solely to the benefit of the parties to this Lease, and nothing herein shall be construed to grant a cause of action to non-parties claiming as third party beneficiaries or otherwise. ARTICLE TWENTY-EIGHT ADDITIONAL CONDITIONS A. All the covenants, conditions, and provisions in this Lease shall extend to and bind the legal representatives, successors, and assigns of the respective parties hereto. B. This Lease 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 Lease, 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 Terminal Corporation in their respective rights and obligations contained in the valid covenants, conditions, or provisions of this Lease. C. All amendments to this Lease must be made in writing by mutual agreement of the parties, and no oral amendments shall be of any force or effect whatsoever. D. The clause headings appearing in this Lease 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. E. Lessee and Terminal Corporation. For purposes of this Lease the terms "Lessee" and "Terminal Corporation" are one and the same meaning and refer to Eagle County Air Terminal Corporation, its successors or assigns. F. Lessor and County. For purposes of this Lease the terms "Lessor" and "County" are one and the same meaning and 33 refer to the County of Eagle, State of Colorado, or its successor or assigns. G. This Lease 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. IN WITNESS WHEREOF, the parties hereto have executed this Lease on the year and date first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its Board of County Commissioners By: Zz:t2� Z-4&4 George or. Gates, Chairman ATTEST: JA -A- a•A is Clerk to the goard of Coun Commissioners EAGLE COUNTY AIR TERMINAL CORPORATION Vi ne . P esident James Hartmann, Secretary 34 STATE OF COLORADO ) ) ss County of Eagle ) The foregoing instrument was acknowledged before me this day of June 1996 by James P. Elwood as President of Eagle County Air Terminal Corporation. My commission expires Notary Public STATE OF COLORADO ) ) ss County of Eagle ) The foregoing instrument was acknowledged before me this day of June, 1996, by James Hartmann, as Secretary of Eagle County Air Terminal Corporation. 4,% 35 LEGAL DESCRIPTION EAGLE COUNTY AIRPORT NEW TERMINAL LEASE A parcel of land located in Tract 57, Section 3, TSS, R85W, of the 6th P.M., Eagle County, Colorado 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 N0002110011E on the line from the Witness Corner for Angle Point No. 3 of tract 57 (2.5" G.L.O. brass cap - 1918) to Angle Point No. 2 of tract 56 (3" aluminum monument - P.L.S. 13901). Said parcel of land being more particularly described as follows: Beginning at the corner common to tracts 55, 56, 58, and 59; Thence S3002512911E, 2,017.68 feet to the N.E. corner of the new terminal lease and the true Point of Beginning; Thence S810501291 -W, 467.50 feet; Thence S0800913111E, 70.00 feet; Thence S8105012911W, 318.71 feet; Thence S0800913111E, 212.50 feet; Thence N81050129"E, 403.85 feet; Thence S6701114311E, 23.32 feet; Thence N810501291 -E, 69.40 feet; Thence N5402914611E, 26.12 feet; Thence N8105012911E, 269.75 feet; Thence N0800913111W, 282.50 feet to the Point of Beginning. Containing 4.619 acres (200,887 square feet) more or less. 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