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HomeMy WebLinkAboutC99-130 Eagle Lease Financing CorporationGROUND LEASE BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND EAGLE LEASE FINANCING CORPORATION This Ground Lease (the "Lease") entered into effective this 1st day of June, 1999, 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 Lease Financing Corporation ("Leasing Corporation"). WITNESSETH: WHEREAS, the County now owns, controls and operates the Eagle County Regional Airport (the "Airport") located in the County of Eagle, State of Colorado, a portion of which is within the Town of Gypsum; 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, part of the Airport properties were acquired to maintain a buffer between airfield and associated activities and private development in the community for the safety of airfield activities and the health and safety of private development and the occupants thereof surrounding the Airport; and WHEREAS, the County has determined that it needs office, operations and storage facilities for its Road & Bridge Department and for its Eagle County Regional Transportation Authority, which such facilities are appropriately located within the buffer areas on the Airport; and WHEREAS, Leasing Corporation is a non-profit corporation organized for the benefit of Eagle County for the purpose of constructing a joint use facility for Eagle County Road & Bridge and Eagle County Regional Transportation Authority and related improvements at the Airport "Maintenance Service Center"; and 1 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File mr, WHEREAS, Leasing Corporation intends to issue and sell certificates of participation to finance the construction of the Maintenance Service Center and related improvements at the Airport, and in connection therewith to enter into a Mortgage and Indenture of Trust, dated as of May 1, 1999 (the "Indenture") from Leasing Corporation to U.S. Bank National Association, as Trustee (the "Trustee"),a trustee on behalf of the certificate holders, governing the terms of the certificates 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, 1999, and continuing through the 31st day of May, 2029 (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 certificates of participation sold to finance the construction of the original improvements pursuant to the Indenture. Upon that termination, title to the land and all improvements thereto, and all personal property therein owned by Leasing Corporation, shall vest exclusively in County. ARTICLE TWO LEASED PREMISES AND EASEMENTS A. The County hereby leases to Leasing Corporation the property described in the legal description and on the map attached hereto respectively marked as Exhibit "A" which is 2 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. incorporated herein by this reference,deemed to constitute 20 acres, or 871,200 square feet. B. For the purposes of construction of the improvements required by the terms of this Lease, the County hereby grants Leasing Corporation an easement on, upon and about the Airport, within the boundaries of the Maintenance Service Center 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. ARTICLE THREE USE OF PREMISES This Lease is entered into solely for the purpose of constructing and operating the facilities described in Article Six and any related facilities permitted pursuapt to this Lease for uses permitted by the Federal Aviation Administration and applicable zoning. Except as expressly provided to the contrary in this Lease, all Leasing Corporation subleases and licenses shall include the requirement that the sublessee or licensee enter into a use agreement (including a permit or license), if applicable under Airport Rules and Regulations, with County permitting its activities at the Airport. Leasing 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 expired or otherwise been terminated. ARTICLE FIVE RENT A. The area base rent shall be six and one-half cents ($0.065) per square foot per year, or a total annual base rent of Fifty-six Thousand Six Hundred Twenty-eight Dollars ($56,628.00) per year payable in twelve equal monthly installments of Four Thousand Seven Hundred Nineteen Dollars ($4,719.00). Rent shall commence upon the completion of the 3 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. improvements and the commencement of the term of any sublease to a 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, 2001, as follows: 1. the month of January, 2000, 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 West Region Consumer Price Index for All Urban Consumers, All Items (1982-84=100) published by the U.S. Bureau of Labor Statistics; 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. For the use of the other Airport facilities, Leasing 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. C. 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. D. Place of Payment. All payments due the County from Leasing Corporation shall be delivered to a place in Eagle County designated in writing by the County. E. 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 2000, Leasing Corporation shall furnish to County a statement of its operations for the fiscal year. The County reserves the right to audit said statement and Leasing Corporation's books and records, including examination of the general ledger and all other 4 G:1BOBWIP\AIRPORT\CCNTRALTIELF.LSE File No. supporting material, at any reasonable time during business hours, for the purpose of verifying the statement. F. Utilities. 1. The County agrees to provide the following utilities to, at or near the lot line of the Leased Premises: None. 2. Leasing Corporation shall at its own expense connect to the Town of Gypsum water and sewer systems, and bring telephone, gas, and electric utilities to the Leased Premises. Utility easements crossing the Airport and/or the Leased Premises may only be given by the County, and County agrees to approve reasonable easements for the required connections which do not interfere with the Airport's potential development. 3. Leasing Corporation agrees to pay the cost of all utilities. In the event Leasing Corporation fails to pay any utility bills when due, the County may, at its option, pay the same and collect from Leasing Corporation the amounts so disbursed, plus interest at the rate of 2t per month or fraction thereof. ARTICLE SIX ORIGINAL IMPROVEMENTS Leasing Corporation shall construct at its sole expense: A. A joint use facility for Eagle County Road & Bridge and Eagle County Regional Transportation Authority that shall be permanent in nature and will contain approximately 100,000 square feet, in accordance with the Facility Master Plan Report dated November 10, 1998 ("Master Plan"). B. All paving and building shall be of permanent construction and shall be consistent with the design, materials and landscaping specifications approved by the Board of County Commissioners prior to construction. 5 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE Fi1C N0. C. Landscaping is required. Leasing Corporation shall provide a plan for landscaping, to be approved by the Airport Manager, and installed as an integral part of the construction of the original improvements or, to the extent weather requires, within one year following completion of the original improvements, which landscaping will be maintained during the Term hereof. D. 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. E. Materials and Labor Payment Bond. Prior to begin- ning construction, Leasing 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 Leasing 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 Twenty -One hereof. Until this Lease is terminated or expires by its terms, title to the improvements constructed pursuant to this Article Six shall remain in the Leasing Corporation. ARTICLE SEVEN COMPLIANCE WITH LAW, REGULATIONS, AND REQUIREMENTS A. Leasing 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. Leasing 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: 5 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE Bile No- 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 services and activities authorized by this Lease, any such provisions of the Minimum Standards; and 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 Leasing Corporation, such amended and new Rules and Regulations and Minimum Standards shall apply to Leasing Corporation and be incorporated in this Lease as though set forth in full in this Lease. C. Notification and Review Requirements. Leasing 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. Leasing Corporation shall timely report to the County all violations in the Airport Rules and Regulations which are observed and/or known to Leasing Corporation. 7 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE Fi= gyp, ARTICLE EIGHT LEASE PROVISIONS REQUIRED OR SUGGESTED BY THE FEDERAL AVIATION ADMINISTRATION A. Leasing Corporation agrees to operate the Leased Premises for the use and benefit of the public, more specifically as follows: 1. To furnish its services on a fair, equal, and non-discriminatory basis, provided that it shall sublease space only to public entities whose operations are suitable for the facility being constructed pursuant to this Agreement and compatible with being located in an airport buffer area, and 2. To charge fair, reasonable, and non-discrimina- tory prices. B. Leasing 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. Leasing 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 Rights Act of 1964, as said Regulations may be amended. G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. In the event of breach of any of the above non-discrimination 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. Leasing 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. Leasing 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. Leasing Corporation assures that it will require that its covered organizations provide assurance to the County 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. Leasing 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 agreement, a consent decree, court order, or similar mechanism. Leasing Corporation agrees that state or local affirmative action plans will be used in lieu of any affirmative action plan or steps required by 14 CFR Part 152, Subpart E, only when they fully meet tYe standards set forth in 14 CFR 152.409 9 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. Leasing Corporation agrees to obtain a similar assurance from its sub -lessees, covered organiza- tions, and to cause them to require a similar assurance of their covered suborganizations, as required by 14 CFR Part 152, Subpart E. F. The County reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desires or view of Leasing 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 Leasing 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 Leasing 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 LEASING CORPORATION A. Leasing Corporation shall provide for the adequate and sanitary handling and disposal, away from the Airport, of 10 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. 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. Leasing 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. C. Leasing 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. D. Parking. Leasing Corporation shall provide adequate parking spaces upon the Leased Premises for the -use of Leasing Corporation's and its subtenant's employees, customers, contractors, vendors and invitees. County acknowledges that the parking provided in the Master Plan is adequate for the contemplated use by Eagle County Road & Bridge Department and Eagle County Regional Transportation'Authority. ARTICLE TEN OPERATING HOURS AND SERVICE blank 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 11 G:IBOBWIP\AIRPORT\CDNTRACT\ELF.LSE File No. 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 of 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 Leasing Corporation, and without interference or hindrance, except that the County may not arbitrarily violate or unrea- sonably diminish Leasing 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 Leasing 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 Leasing 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 publicly owned facilities of the Airport, together with the right to direct and control all activities of Leasing 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-• 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 Leasing 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 12 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. aircraft. The rights reserved herein include the right to regulate or prohibit (a) the release into the air of any substance which would impair the visibility or otherwise interfere with aircraft or Airport operations; (b) light emissions, either direct or reflective, which might interfere with pilot vision or otherwise interfere with aircraft or Airport operations; and (c) electrical (including radio and microwave) emissions which might interfere with aircraft communications, navigation systems or otherwise interfere with aircraft or Airport operations. County acknowledges that the Master Plan does not contemplate the erection of any building or other structure above the permitted elevation or which would limit the usefulness of the Airport or constitute a hazard to aircraft. Leasing Corporation is prohibited from interfering with the use by others of the public aircraft facilities of the Airport, and County reserves the right to direct and control all activities of Leasing Corporation and its subtenants to the extent reasonably necessary to give effect to this prohibition. The County further reserves the right to inspect Leasing 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 Leasing Corporation by the County at least five days in advance to inspect Leasing 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. B. No Exclusive Rights Granted. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of 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 Leasing Corporation. However, the County does covenant and agree that: 13 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File Ni), 1. It shall enforce all Rules and Regulations and Minimum Standards adopted with respect to Maintenance Service Center 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. Signs. Leasing 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. Leasing 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 TWELVE LEASEHOLD FINANCING Notwithstanding anything to the contrary in this Lease, Leasing Corporation shall have the right to mortgage its leasehold interest herein demised on such terms, conditions and maturity as Leasing Corporation shall determine, and to enter into any and all extensions, modifications, amendments, replacement(s) and refinancing of any such leasehold mortgage as Leasing Corporation may desire; subject, however, to the provisions of this Article Twelve. A. Lease Mortgage. No mortgage or any extension thereof made by Leasing Corporation shall extend to or affect the estate and interest of the County in and to the premises or any part thereof. 14 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. B. Mortgage Validity. County hereby consents to the Indenture. No other 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 Leasing 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: I. "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 mortgaged, 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 Leasing 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- 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 15 G:\BOSWIP\AIRPORT\CONTRACT\ELF.LSE File No. 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. Leasing Corporation Defaults. If Leasing 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 Leasing Corporation,'and no such notice of Default by the County shall be deemed to have been duly given to Leasing 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 Leasing 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 Leasing Corporation's part to be performed hereunder with the same force and effect as though performed by Leasing Corporation. 2. Commencing Cure. Notwithstanding the provisions of Section C.1 hereof, no Default by Leasing 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 16 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. through a receiver, and to prosecute such proceed- ings with diligence and continuity and, upon obtain- ing such possession, commence promptly to cure the Default and to prosecute the same to completion with diligence and continuity, provided, however, that the Mortgagee shall have delivered to the County, in writing, its agreement to take the action described in clause (a) or (b) herein, and that during the period in which such action is being taken (and any foreclosure proceedings are pending), all of the other obligations of Leasing 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 agreement, the Mortgagee may notify the County in writing that it has relin- quished 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 agreement from and after the date it delivers such notice to County (except for any obligations accruing prior to the date it delivers such notice), and, thereupon, the County shall have the unrestricted right to 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 Leasing 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 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. 17 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSB File no. 1 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 agreements herein contained, provided that the Mortgagee (a) shall pay to the County, simultaneously with the delivery of such new lease, all unpaid Rent 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 attorneys fees and disbursements and court costs, incurred by the County in connection with the Default by Leasing 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 or 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 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 which Leasing Corporation would have been entitled to receive but for the termination of this 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 18 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. 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, County 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. ARTICLE THIRTEEN INSURANCE Leasing Corporation shall obtain and maintain in effect during the term of this Lease comprehensive public liability and property damage insurance covering all of Leasing Corporation's activities, operations and facilities on or at the Airport. Leasing Corporation shall maintain in force insurance for the full replacement cost of the Maintenance Service Center 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 19 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. destruction to the Maintenance Service Center 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. Leasing 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 Leasing Corporation. Leasing 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 Leasing 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. ARTICLE FOURTEEN INDEMNIFICATIONS AND NON -LIABILITY EXCEPTIONS Leasing 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, 20 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. employees or servants and its successors, as a result of the acts or omissions of Leasing Corporation, its employees or agents, in connection with Leasing Corporation's use and occupancy of the Airport premises. The County shall give to Leasing Corporation prompt notice of any claim made or suit instituted which in any way, directly or indirectly, affects or might affect Leasing Corporation and Leasing Corporation shall have the right to compromise or participate in the defense of any such action to the extent of its own interests. Leasing Corporation shall likewise give prompt notice to the County of any claim or suit which directly affects or might directly affect Leasing 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 Leasing 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 Leasing Corporation upon the leased property, nor for any indebtedness incurred by Leasing Corporation in the operations of its business conducted on the leased premises. ARTICLE FIFTEEN ASSIGNMENT AND SUBLETTING A. It is mutually understood by the respective parties hereto that during the term of this Lease, Leasing Corporation may not assign this Lease (including subletting) or grant concessions without the written consent of the County, which consent shall not be unreasonably withheld, except as is otherwise expressly provided herein. County consents to the Indenture and to the sublease to Eagle County as further described in the Master Plan, and as provided in Article Twelve. B. Subletting. Leasing Corporation agrees to make space available on a fair and equitable basis within the Maintenance Service Center. This is not to imply that Leasing Corporation may not provide quantity or volume discounts. This also is not to imply that Leasing Corporation guarantees 21 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. that space always will be available, because it may be all contracted out or sub -leased at some time, or otherwise set aside for a particular use, and additional space may not be available. Prior to subletting, the proposed sublease shall be submitted to the County for approval. Xhe 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 would not provide both a safe and healthy environment for the users and occupants while providing the sought-after airfield buffer; or which would violate the terms of any grant received by the County; or for any other legitimate reason. ARTICLE SIXTEEN COOPERATION Leasing Corporation agrees that it shall cooperate in a fair and reasonable way with all other persons and entities operating on the Airport with the permission and approval of the County. ARTICLE SEVENTEEN NOTICES Any notices provided for herein shall be in writing and shall be delivered in person or mailed by certified or regis- tered mail, return receipt requested, postage pre -paid, to the party for whom intended at the address set forth below: Eagle Lease Financing Corporation c/o Eagle County Finance Director P.O. Box 850 Eagle, Co. 81631 The Board of County Commissioners c/o Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 22 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. 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 Leasing Corporation. This Lease shall be subject to termination by Leasing 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 Leasing Corporation's satisfaction, such default for a period of forty-five (45) days after receipt of notice from Leasing 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 Leasing Corporation's business. 4. The lawful assumption by the United States, or any authorized agency thereof, of the operation, control or use of the Airport, or any substantial part or parts thereof, in such a manners as to restrict substantially Leasing 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 Leasing Corporation in the performance of any of the terms, covenants or conditions of this Lease, and the failure of Leasing Corporation to remedy, or undertake to remedy, to 23 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. County's satisfaction, such default for a period of forty-five (45) days after receipt of notice from County to remedy the same. 2. Leasing 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 Leasing 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, Leasing Corporation, at its sole expense, may remove from the premises all signs, trade fixtures, furnish- ing, personal property, equipment and materials which Leasing Corporation was permitted to install or maintain under the rights granted herein. E. Ownership of the Maintenance Service Center 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. 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 Leasing 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 cr 24 [;:\BOBWIP\AIRPORT\CONTRAUT\ELF.LSE File No. with respect to the same or any other covenants or condition hereof. ARTICLE NINETEEN DUTY TO OBTAIN REQUIRED PERMITS Leasing 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 Leasing 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 Leasing Corporation's ability to conduct its operations. ARTICLE TWENTY-ONE FACILITY; LEASEHOLD IMPROVEMENTS A. Prior Approval. All improvements (and alteration to improvements) constructed by Leasing 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, Leasing 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 Six. B. Upon being given final County approval of the plans and specifications, Leasing Corporation shall engage one or more qualif-.ed contractors to construct said improvements. 25 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. Construction shall commence within thirty (30) calendar days of Leasing 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. C. Materials and Labor Payment Bond. Prior to begin- ning construction, Leasing 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 Leasing 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 Six hereof. ARTICLE TWENTY-TWO OPERATING STANDARDS In providing any of the required and/or authorized services or activities specified in this Lease, Leasing Corporation shall operate for the use and benefit of the public and shall meet or exceed the following standards: A. Leasing Corporation shall furnish service on a fair, reasonable and non-discriminatory basis. Leasing Corporation shall furnish good, prompt and efficient service and shall charge fair, reasonable, and non-discriminatory prices for each unit of sale or service; provided however, that Leasing Corporation may be allowed to make reasonable and non- discriminatory discounts, rebates or other similar types of price reductions to volume purchasers. B. Leasing Corporation shall select and appoint a 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 Leasing Corporation with respect to the method, manner and conduct of the operation of the services to be provided under this Lease. The manager or 26 G:\BOBWIP\AIRPnRT\CONTRACT\ELF.LSE File No. his duly authorized delagee shall be available during regular business hours. C. Leasing 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. Leasing Corporation shall control the conduct, demeanor and appearance of its employees, who shall be trained by Leasing 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 Leasing Corporation to maintain close supervision over its employees to assure a high standard of service to customers of Leasing Corporation. E. Leasing Corporation shall meet all expenses and payments in connection with the use of the premises and the rights and privileges herein granted, including taxes (if any) from which the Leasing Corporation is determined to not be exempt, permit fees, license fees and assessments lawfully levied or assessed upon the premises or property at any time situate therein and thereon. Leasing Corporation may, however, at its sole expense and cost, contest any tax, fee or assessment. F. Leasing 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 Leasing Corporation shall keep in effect and post in a prominent place all necessary and/or required licenses or permits. G. Leasing 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 Leasing Corporation's negligence excepted. H. It is expressly understood and agreed that, in providing required and authorized services pursuant to this Lease, Leasing Corporation shall have the right to choose, in its sole discretion, its vendors and suppliers. 27 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. ARTICLE TWENTY-THREE RIGHT OF INGRESS AND EGRESS Leasing 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 Leasing Corporation, its employees, customers, passengers, guests, and other invitees. Such right shall also extend to persons or organizations supplying materials or furnishing services to Leasing 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, Leasing Corporation's right to use of the premises, facilities, and services described herein shall cease, and Leasing Corporation shall vacate the premises without unreasonable delay. The Maintenance Service Center, fixtures, improvements, and other property bought, installed or erected by Leasing Corporation in, on, or about the Airport and premises leased hereunder shall be 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 Leasing 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 Leasing Corporation. 8 G:\BOBWIP\AIRPORT\CONTRACT\ELF_LSE File No. I ARTICLE TWENTY-SIX DAMAGE OR DESTRUCTION OF MAINTENANCE SERVICE CENTER If the Maintenance Service Center facilities are partially damaged by fire, the elements, the public enemy, or other casualty, it shall be repaired with due diligence by Leasing Corporation at its own cost and expense. If the damage is complete, or so extensive as to render the Maintenance Service Center untenantable, it shall be repaired with due diligence by Leasing Corporation at its own cost and expense, and the rent payable hereunder shall be paid up to the time of such damage and shall thenceforth cease until such time as the damaged portion shall be fully restored. ARTICLE TWENTY-SEVEN F.A.A. AND AIRPORT INSTRUMENTS The Federal Aviation Agency and the County -are hereby granted the right and privilege by Leasing Corporation to place on and around the above -described premises, without cost to Leasing Corporation, whatever instruments and equipment they desire during the term of this Lease, so long as said instruments or equipment do not interfere with the intended use of the premises by Leasing Corporation. ARTICLE TWENTY-EIGHT 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-NINE 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. 29 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. 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 Leasing 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 Leasing Corporation. For purposes of this Lease the terms "Lessee" and "Leasing Corporation" are one and the same meaning and refer to Eagle County Leasing 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 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. [rest of page intentionally left blank; next page is signature page] 30 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File Ifn_ 3 IN WITNESS W EREOF, the parties hereto have executed this Lease on , 19. ATTEST: gn(.Lf m r�LOF A�J Clerk to the Board of County Commissioners STATE OF COLORADO ) ) ss County of Eagle ) 'he f r oing in r /� 8Tay of as Presiders zn of Ecr e Le My commission expire G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its Board of County Commissioners I 1ii i it i' nette — EAGLE LEASE FINANCING CORPORATION t was/4cknowledgedibefore me this Finaxng Corlioration. v Nota�rjr Pu 1 31 File No . r. r- STATE OF COLORADO ) ss County of Eagle } 'he fore o ng inst day or- s Secretary q Eagle eds My commission expire t was acknowl ed befo t ie ,• b , Financing Cor ation. x1 it -2,/'26,:� Notf&ry Pu T c 3 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. x TABLE OF CONTENTS 1. TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2. LEASED PREMISES AND EASEMENTS . . . . . . . . . . . . . . . . 3 3. USE OF PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . 3 4. [none] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5. RENT AND LICENSE FEE . . . . . . . . . . . . . . . . . . . . . . 3 6. ORIGINAL IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . 5 7. COMPLIANCE WITH LAW, REGULATIONS, AND REQUIREMENTS . . . . . . . 6 8. LEASE PROVISIONS REQUIRED OR SUGGESTED BY THE FEDERAL AVIATION ADMINISTRATION . . . . . . . . . . . . . . . . . . . . 8 9. OBLIGATIONS OF LEASING CORPORATION . . . . . . . . . . . . . 10 10. [none] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11. GENERAL OPERATING PROVISIONS . . . . . . . . . . . . . . . . . . 11 12. LEASEHOLD FINANCING . . . . . . . . . . . . . . . . . . . . . . . 14 13. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 14. INDEMNIFICATIONS AND NON -LIABILITY EXCEPTIONS . . . . . . . . . . 20 15. ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . . . . . . 21 16. COOPERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 17. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 18. DEFAULT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . 23 19. DUTY TO OBTAIN REQUIRED PERMITS . . . . . . . . . . . . . . . . . 25 20. RIGHTS OF SEIZURE . . . . . . . . . . . . . . . . . . . . . . . . 25 21. FACILITY; LEASEHOLD IMPROVEMENTS . . . . . . . . . . . . . . . . 25 22. OPERATING STANDARDS . . . . . . . . . . . . . . . . . . . . . . . 26 33 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File No. 23. RIGHT OF INGRESS AND EGRESS . . . . . . . . . . . . . . . . . . . 28 24. SURRENDER OF POSSESSION . . . . . . . . . . . . . . . 28 25. INSPECTION BY COUNTY . . . . . . . . . . . . . . . . . . . . . . 28 26. DAMAGE OR DESTRUCTION OF MAINTENANCE SERVICE CENTER . . . . . . . 29 27. F.A.A. AND AIRPORT INSTRUMENTS . . . . . . . . . . . . . . . . . 29 28. NO PRIVATE CAUSE OF ACTION . . . . . . . . . . . . . . . . . . . 29 29. ADDITIONAL CONDITIONS . . . . . . . . . . . . . . . . . . . . . . 29 34 G:\BOBWIP\AIRPORT\CONTRACT\ELF.LSE File ND- EXHIBIT SHEET 1 OF 2 a , :4SR ro� z—dQ0'06'30W --IU7.30' $a rri I ��- p0 CO - ro 00'06'39• 1252.25' - N00' 06 39 z m �:.::....:::::::::::fft o Jco to �1 Z z om N o� to-I:rn l6'996 3„00,00.00S N a � o v CL Im Fn:i I M� OQ �I zN cn W 5 CA C3 co 9,I IC3 u U � I Fn O s Z I d CL s0014'57*W 1262.49' EXHIBIT A SHEET 2 OF 2 LEGAL DESCRIPTION A parcel of land to be known as LOT 1, EAGLE COUNTY MAINTENANCE SERVICE CENTER upon approval and recording of the EAGLE COUNTY MAINTENANCE SERVICE CENTER, A RESUBDIVISION OF LOT 2, COLLINS SUBDIVISION, TOWN OF GYPSUM, COUNTY OF EAGLE, STATE OF COLORADO. A parcel of land located in Lot 2, Collins Subdivision, Town of Gypsum, County of Eagle, State of Colorado, as recorded in the Eagle County Clerk and Recorder's Office in Book 489, Page 41, Reception No. 385241, and being more particularly described as follows: 1) Beginning at the Southwest Corner of said Lot 2; 2) Thence S. 88'30'51" E. for a distance of 200.08 feet to the southeasterly corner of the GYPSUM TOWN PARCEL recorded in Book 657, Page 683, Reception No. 553715 in the Eagle County Clerk and Recorder's Office, said corner being the true point of beginning; 3) Thence along said GYPSUM TOWN PARCEL'N. 00*06139" W. for a distance of 961.16 feet; 4) Thence S. 90*00'00" E. fora distance of 903.30 feet; 5) Thence S. 00*00'00" E. for a distance of 966.91 feet; 6) Thence N. 89*50'36" W. for a distance of 561.07 feet; t 7) Thence S. 89039'28" W. for a distance of 98.28 feet to a point on the southerly boundary of said Lot 2, Collins Subdivision; 8) Thence along said southerly boundary the following two (2) courses: 1. N. 89 01'36" W. fora distance of 165.07 feet; 2. N. 88"30'51" W. for a distance of 77.08 feet to the true point of beginning. - Said parcel contains 20.000 acres, more or less. Date: i - Richard E. Borden P.L.S. 30084 7 DRAFT: 98-048LI.LGL