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HomeMy WebLinkAboutR97-171 transfer of FBO concession agreement and leaseCommissioner -- moved adoption of the following R solution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION NO. 97 - /�7/_ IN RE THE MATTER OF CONSENT TO THE TRANSFER OF FIXED BASE OPERATIONS CONCESSION AGREEMENT AND LEASE WHEREAS, the County of Eagle, State of Colorado (hereinafter "County ") acting by and through its Board of County Commissioners (hereinafter "Board ") , has authority to own and operate an airport, pursuant to which it owns and operates the Eagle County Regional Airport (hereinafter "Airport "); and WHEREAS, County has a concession agreement and lease (hereinafter "Concession /Lease. Agreement ") with Fixed Base Operations, Inc. dba Vail /Beaver Creek Jet Center (hereinafter "FBO"), comprised of (i) that Fixed Base Operator Concession and Lease Agreement between Howard Air Services, Inc. And Eagle County dated effective August 1, 1986, as amended through the date hereof, and (ii) that Fixed Base Operator Agreement and Lease between Mountain Flying Services, Inc. and Eagle County dated September 24, 1986, as amended through the date hereof; and WHEREAS, County formed Eagle County Air Terminal Corporation (hereinafter "SCAT"), a Colorado nonprofit corporation, for the purposes of financing, constructing and operating a commercial passenger terminal at the Airport; and WHEREAS, FBO has brought an action against County and ECAT in an action filed in the Eagle County District Court, identified as Civil Action No. 96- CV -74, and styled as "Board of Commisioners, County of Eagle, State of Colorado, plaintiff vs. Fixed Base G: \BOBWIP \TEMPEOLD \VVCJ.RES 1 File No. 6 -A -15 Operators, Inc., defendant and third -party plaintiff vs. Eagle County Air Terminal Corporation, et al., third -party defendants; and Craig Colby, plaintiff vs. Board of County Commissioners, et al., defendants "; and WHEREAS, FBO wants to sell its business at the Airport to Vail Valley Jet Center LLC (hereinafter "VVJC"), a Colorado limited liability company, including to transfer to VVJC all FBO's right and interest under the Concession /Lease Agreement, and has requested the County consent to the transfer; and WHEREAS, VVJC has submitted materials in support of FBO's request for consent, which materials have been reviewed by the Board; and WHEREAS, based upon the foregoing the Board finds, determines and declares that the transfer of the Concession /Lease Agreement from FBO to VVJC is necessary and convenient for a public purpose. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO: THAT, the Board consents to the assignment of the Conces- sion /Lease Agreement as defined herein from FBO to VVJC, on the following conditions, each of which must occur before this consent becomes effective: 1) A Stipulation For Dismissal of the FBO Litigation, in a form and with content satisfactory to County and ECAT, fully executed by FBO and Craig Colby, are delivered to County and ECAT; 2) FBO and Craig Colby each deliver to County and ECAT an executed general and special release of claims for the benefit of County and ECAT, respectively, in a form and with content satisfactory to County and ECAT; 3) VVJC delivers to County a fully- executed Sixth Amendment to the Concession /Lease Agreement; and 4) The sale between FBO and VVJC is closed pursuant to the Asset Purchase Agreement dated November 26, 1997 (hereinafter, "Closing "); and G: \BOBWIP \TEMPHOLD \VVCJ.RES 2 File No. 6 -A -15 THAT the County Attorney or his delegate is authorized to deliver an original of this resolution to FBO and VVJC upon his receipt of the Stipulation For Dismissal, FBO's releases, Craig Colby's releases, the Sixth Amendment as described in the immedi- ately preceding paragraph, at the time of Closing or thereafter; and THAT the Chairman of the Board is authorized to execute a release for the benefit of FBO and for the benefit of Craig Colby, and to cause the execution of a Stipulation For Dismissal, each in a form and with content satisfactory to the County Attorney; and THAT the County Attorney or his delegate is authorized to deliver the releases and the Stipulation For Dismissal described in the immediately preceding paragraph at the time of the delivery of the original of this resolution as described above. MOVED, READ AND ADOPTED by the Board of County Commissioners of the County of Eagle, State of Colorado, this c day of vie Y u , 1997. Georg A. Gates, Commissioner Jam E. Joh Jr., C missioner G: \BOBWIP \TEMPHOLD \VVCJ.RES 3 File No. 6 -A -15 } Commissioner LLO seconded adoption of the foregoing resolution. The roll having been called, the vote was as follows: Commissioner Johnnette Phillips naAp Commissioner George A. Gates Commissioner James E. Johnson, Jr. p This Resolution passed by (-3-(D vote of the Board of County Commissioners of the County of Eagle, State of Colorado. G: \BOBWIP \TEMPHOLD \VVCJ.RES 4 File No. 6 -A -15