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HomeMy WebLinkAboutECAT C04-337 Ground Lease_ECAT and EC10 III IIIIIII IIII IIII IIIII �III�II III �Iillllll 96128 Goy3IIIIIIIII 11PIM29/2004 cam 01:47P U I Teak J Simonton Eagle, CO 204 R 0.00 0 0.00 SECOND SUPPLEMENTAL GROUND LEASE BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND EAGLE COUNTY AIR TERMINAL CORPORATION THIS SECOND SUPPLEMEi rAL GROUND LEASE (the "Second Supplemental Lease") is made this 9-0 day of 2004 by and between EAGLE COUNTY AIR TERMINAL CORPORATION, a not for profit 63-20 Corporation of the State of Colorado (the "Terminal Corporation") and EAGLE COUNTY, COLORADO (the "County"). RECITALS WHEREAS, the County 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 administer and govern the property known as the Eagle County Regional 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; and WHEREAS, Terminal Corporation previously issued its Airport Terminal Facilities Project Revenue Bonds, Series 1996 and Series 2001 pursuant to the Trust Indenture dated as of June 1, 1996, as supplemented and amended by a First Supplemental Trust Indenture dated as of June 1, 2001 (the "Indenture") between the Terminal Corporation and U.S. Bank National Association, as Trustee; and WHEREAS, on June 10, 1996, County and Terminal Corporation entered into a Ground Lease for the Terminal Project; and WHEREAS, on July 1, 1996, County and Terminal Corporation entered into a Restated Ground Lease modifying and correcting the original Ground Lease; and WHEREAS, on December 16, 1996, County and Terminal Corporation entered into a Second Restated Ground Lease effective June 1, 1996 further modifying and correcting the Restated Ground Lease (such Second Restated Ground Lease was recorded in the Office of the Clerk and Recorder of Eagle County on December 20, 1996 in Book 714 at Page 373, Reception No.610350); and 899128 Page: 2 of 8 10/29/2004 01:47P Teak J Simonton Eagle, CO 204 R 0.00 D 0.00 WHEREAS, on June 1, 2001, County and '_rerminal Corporation entered into a First Supplemental Ground Lease, supplementing the St:cond Restated Ground Lease, to provide for the addition of certain property as premises under the Second Restated Ground Lease and to extend the term of the Second Restated Ground Lease (the Second Restated Ground Lease, as supplemented by the First Supplemental Ground Lease, is collectively referred to hereinafter as the "Ground Lease'); and WHEREAS, County and Terminal Corporation now desire to further supplement and amend the Ground Lease to provide for the addition of two (2) parking areas as premises under the Ground Lease (see Exhibits "A" and "B" attached hereto and incorporated by reference). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the County and the Terminal Corporation, on behalf of themselves and their respective successors and assigns, hereby supplement the Ground Lease and further agree as follows: AGREEMENT Section 1. Leased Premises. The premises leased by the Terminal Corporation from the County under the Ground Lease, shall be amended to include the property described in the legal descriptions attached to this Second Supplemental Lease as Exhibit "A" and incorporated by reference. The two (2) parking areas are further depicted in the map attached hereto as Exhibit `B" and incorporated by reference. County shall establish traffic patterns and parking layouts in the parking areas, and Terminal Corporation shall adhere to such established patterns and layouts. Terminal Corporation may allocate spaces to its tenants for rental car return and for rental car ready parking in designated areas of the parking areas subject to prior County approval. Terminal Corporation may allocate spaces to tenants' employees in the designated Employee Parking portions of the parking areas subject to prior County approval. Allocations shall be reported annually to the County before December 1 of each year, and changes in allocations shall be reported when made. In the event that Terminal Corporation's use of the Leased Premises is determined by the FAA or any other agency of competent jurisdiction to violate PFC rules and regulations applicable to the terminal project, Terminal Corporation's use of the two (2) parking areas shall be immediately terminated. Section 2. Term. This Second Supplemental Lease shall be effective for a term commencing on the day and year first above written and terminating on May 31, 2036 (the Termination Date of the Ground Lease), at which time such Second Supplemental Lease shall terminate and the two (2) parking areas, depicted in Exhibit "B" and further described in the legal descriptions set forth in Exhibit "A," shall cease to be included as Leased Premises under the Ground Lease. Notwithstanding the above, this Second Supplemental Lease is subject to 2 L/ I IIIIII I��II II�IIII IIII IIIIIIII�I �II �III� IIII III 9.729 001 :47P Teak J Simonton Eagle, CO 234 R 0.00 0 0.00 termination by the County, with or without cause, upon thirty 1 30) days written notice to Terminal Corporation, beginning November of 2007, and continuing thereafter. Section 3. Rental Fee. The base rental fee for the two (2) parking areas shall be determined in accordance with the calculations for area bast. ent as set forth in Article Five, Section A of the Second Restated Ground Lease. The two (2; -)arking areas to be added as Leased Premises under the Ground Lease comprise a total of 179,200 square feet (see Exhibit "A"). The adjusted Denver -Boulder, Colorado Consumer Pric; Index for All Urban Consumers for 2004 is 19.3 cents ($0.193) per square foot per year. The rent shall be payable in twelve (12) monthly installments by the first (Is) day of each month for which it is due. Section 4. Deferment of Rentals. Notwithstanding anything contained in Article Eighteen of the Ground Lease to the contrary, failure to pay rentals for the two (2) parking areas as provided herein shall not constitute an event of default giving rise to a County right of termination. The Terminal Corporation may request the deferment of rentals due hereunder (the "Deferred Amounts") if the Terminal Corporation determines that these funds are necessary to be deferred to allow for the use of Project Revenues (as defined in the Indenture) to satisfy the Minimum Capital Fund Balance (as defined in the Indenture). The County hereby agrees to defer such rentals due hereunder pursuant to this Section 4. Any Deferred Amounts (plus interest as described in the following sentence) shall become payable on the first (P) day of the first (1S) month after the Terminal Corporation determines that deferment of such amounts is no longer necessary to allow for use of the Project Revenues to satisfy the Minimum Capital Fund Balance, which determination shall promptly be provided to the County. Interest shall accrue on any rentals deferred at the annual rate of 18%, commencing on the fifth (5th) day after the date such amount is due and owing and until such amount is paid to the County. Section 5. Confirmation of Second Restated Ground Lease. Except as modified by the First Supplemental Ground Lease and this Second Supplemental Lease, the Second Restated Ground Lease is hereby confirmed in all respects. In the event of any conflict between the terms and provisions of this Second Supplemental Lease and the terms and provisions of the Indenture, the terms and provisions of the Indenture shall govern. IN WITNESS WHEREOF, EAGLE COUNTY, COLORADO and EAGLE COUNTY AIR TERMINAL CORPORATION have caused this Second Supplemental Lease to be executed and delivered by their duly authorized representatives as of the day and year first written above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS �M(it Tom'd. Stone, Chairman EAGLE COUNTY AIR TERMINAL CORP,OrMkTION President ATTEST Teak J. Simonton, Clerk to the Board of County Commissioners STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) 11111111111 Jill 11111111111111111111111896 028 :47P Teak J Simonton Eagle, CO 20 R 0.00 ATTEST The foregoing instrument was acknowledged before me this _ day of , 2004 by Tom C. Stone, as Chairman of the Board of County Commissioners, and Teak Simonton, as Clerk and Recorder, of EAGLE COUNTY, COLORADO, on behalf of such County. Witness my hand and official seal. My commission expires: Notary Public STATE OF COLORADO ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this _ day of 2004, by Am M. Menconi, as President, and , as Secretary of EAGLE COUNTY AIR TERMINAL CORPORATION, a Colorado not for profit 63-20 corporation, on behalf of such Corporation. Witness my hand and official seal. My commission expires: Notary Public 0 866128 III gill 11111 Page: 5 of 8 10/29/2004 01:47P Teak J Simonton Eagle, CO 204 R 0.00 D 0.00 BENEFICIARY CONSENT U.S. Bank National Association, as Beneficiary under the Leasehold Deed of Trust, Security Agreement and Financing Statement dated as of June 1, 1996, as supplemented by a First Supplemental Leasehold Deed of Trust, Security Agreement and Financing Statement dated as of June 1, 2001, from Eagle County Air Terminal Corporation, hereby consents to the amendment and supplement of the Ground Lease as provided in this Second Supplemental Ground Lease dated as of () eA vW Y- Z(p , 2004. Attest: By: • ?�-Z Authorized Officer STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) U.S. BANK ATIONALnS, CIATION By: Vice President On this, the ° eday of 1.01W 9 2004, before me, the undersigned notary public, personally appeared ;44a *% At , lk who acknowledged himself to be a Vice President of U.S. BANK NATIONAL ASSOCIATION, and that he, as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of said Bank by himself as such officer. I hereby certify that I am not a director or officer of the above named Bank. IN WITNESS WHEREOF, I hereunto set my hand and official seal. My commission expires: //' ,/, Notary Public [NOTARIAL SEAL] 5 0 100 200 SCALE: 1 inch = 200 ft. LEGAL DESCRIPTION EAGLE AIRPORT � PARKING LOT LEASE LOT I A r RUNWP'Y CENTERLINE OF r 1 � j Ln 1 1 J �E r1i 1 � Ln „ 0.00 p 8150'17 E 29 � ao l Z N.00 o f l 00 LEASE P�RCEL o 1 0° 0 52,200 S. F. � w to o 1.198 C r 581'S0' 17" W 290.00' r FOUND #5 REBAR l r SB1'50'17',W 2016.00 .. 11-4 CIO °o00 (44om0 CN 0() a W �.� oc 0 � N � U A PARCEL OF LAND SITUATED IN TRACT 57, TOWNSHIP 5 SOUTH, RANGE 85 WEST, OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A #5 REBAR FOUND AT THE EAST END OF THE MAIN EAGLE COUNTY RUNWAY, THENCE SOUTH 81. 50' 17" WEST, ALONG THE CENTERLINE OF THE RUNWAY, A DISTANCE OF 2016.00 FEET TO A POINT, THENCE, SOUTH 08' 09' 43" EAST, PERPENDICULAR TO THE RUNWAY, A DISTANCE OF 1084.00 FEET TO THE TRUE POINT OF BEGINNING OF THE LEASE PARCEL HEREIN DESCRIBED; THENCE, SOUTH 08.09' 43" EAST, CONTINUING ALONG THE LINE PERPENDICULAR TO THE RUNWAY, A DISTANCE OF 180.00 FEET TO A POINT, THENCE SOUTH 81.50' 17" WEST, PARALLEL TO THE CENTERLINE OF THE RUNWAY, A DISTANCE OF 290.00 FEET TO A POINT, THENCE, NORTH 08.09' 43" WEST, PERPENDICULAR TO THE RUNWAY, A DISTANCE OF 180.00 FEET TO A POINT, THENCE, NORTH 81.50' 17" EAST, PARALLEL TO THE CENTERLINE OF THE RUNWAY, A DISTANCE OF 290.00 FEET TO THE TRUE PLACE OF BEGINNING AND CONTAINING 52,200 SQUARE FEET OR 1.198 ACRES OF LAND, MORE OR LESS, AS SURVEYED BY RICHARD MIGCHELBRINK, PLS OF BENCHMARK ENGINEERING SERVICES, INC IN SEPTEMBER OF 2004. SURVEYOR'S CERTIFICATE 9 0 RED I, RICHARD J. MIGCHELBRINK, A PROFESSIONAL LAND SURVE DO HEREBY THAT THIS EXHIBIT WAS MADE BY D UN yi51(;1 CORRECT TO THE BEST OF MY KNOWLEDGE. N 33423 DATE:-Ohl6tl. J. MIGCHEL INI�'°° COL R DO P.L.S. 334 ER THE LAWS OF THE STATE OF COLORADO.I SAND THAT THE MAP IS ACCURAT —AND EXHIBIT I At EAGLE AIRPORT LEASE BEN ''�NGINEERING SER�9 PARKING LOT 1 P.O. BOX 4619 775 CHAMBERS AVENUE, B201 COUNTY OF EAGLE EAGLE, COLORADO 81631 STATE OF COLORADO (970) 328-2111 FAX (970) 328-2113 EAGLE AIRPORT, PARKING LOT LEASE FOUND #5 REBAR LOT 2 Ng1.50'17"E CENERLINE OF R TUNWAY 2648.00' l Cal Co 61 f ' V) N r0 Co 6 �! Co �m J O� O_ ' N81 50'179DE 290 00Co ■ N 1� 0 O 00 o ioo 200 LEASE PARCEL W 87,000 S.F. W 1.997 Ac. U' 0 c W O SCALE: 1 inch = 200 ft. o o _ •. N to � ._..� 5$1.50' 17 290• r r -� LEGAL DESCRIPTION A PARCEL OF LAND SITUATED IN TRACT 57, TOWNSHIP 5 SOUTH, RANGE 85 WEST, OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A #5 REBAR FOUND AT THE EAST END OF THE MAIN EAGLE COUNTY RUNWAY, THENCE SOUTH 81- 50' 17" WEST, ALONG THE CENTERLINE OF THE RUNWAY, A DISTANCE OF 2648.00 FEET TO A POINT, THENCE, SOUTH 08'09' 43" EAST, PERPENDICULAR TO THE RUNWAY, A DISTANCE OF 1170.50 FEET TO THE TRUE POINT OF BEGINNING OF THE LEASE PARCEL HEREIN DESCRIBED; THENCE, SOUTH 08.09' 43" EAST, CONTINUING ALONG THE LINE PERPENDICULAR TO THE RUNWAY, A DISTANCE OF 300.00 FEET TO A POINT, THENCE SOUTH 81*50' 17" WEST, PARALLEL TO THE CENTERLINE OF THE RUNWAY, A DISTANCE OF 290.00 FEET TO A POINT, THENCE, NORTH 08*09' 43" WEST, PERPENDICULAR TO THE RUNWAY, A DISTANCE OF 300.00 FEET TO A POINT, THENCE, NORTH 81*50' 17" EAST, PARALLEL TO THE CENTERLINE OF THE RUNWAY, A DISTANCE OF 290.00 FEET TO THE TRUE PLACE OF BEGINNING AND CONTAINING 87,000 SQUARE FEET OR 1.997 ACRES OF LAND, MORE OR LESS, AS SURVEYED BY RICHARD MIGCHELBRINK, PLS OF BENCHMARK ENGINEERING SERVICES, INC IN SEPTEMBER OF 2004. SURVEYOR'S CERTIFICATE I, RICHARD J. MIGCHELBRINK, A PROFESSIONAL LAND SURVE DO HEREBY THAT THIS EXHIBIT WAS MADE BY ME D UND CORRECT TO THE BEST OF MY KNOWLEDGE. DATE: 9 COL e "428 MIGCHE RINN o I.L.S. 33 8 A ° ER THE LAWS OF THE STATE OF COLORADO, AND THAT THE MAP IS ACCURATE AND R1*C tt EAGLE AIRPORT LEASE BEN � R K,NGINEERING SERVICES ��R1*c -' P.O. BOX 4619 14 gyp► PARKING LOT 2 775 CHAMBERS AVENUE B201 wit 1� COUNTY OF EAGLE EAGLE, COLORADO 81�631 NIA s� ��� STATE OF COLORADO (g70) 328-2111 FAX (970) 328-2113 R�,�r BORING 2 TERMINAL r 'TING.APRON . . . . . . . a BORING ' ZZ PING —D ROAD VNG 5 r W_ TERMINAL "B" .. 8.1 . ... .. :: I "//- BORING AIX-3 BORING P BORING FL-19 A_. - - ----- LORING P- 12 J L OBORING P-11 BORING KEY NO SCAT q °'�?'° 1111111111111111111111111111111111111111111111111111:47P Teak J Simonton Eagle, Co 204 R 0. 00 D 0.00 DISTIRIAUTION ©B'Mli'l2lM •� �O' 1. Contract. Boo' J— 2. ------ 3. 4. 1. A. '—Ov'.3n to: 2. 3. 4. OFFICE OFTHE COUNTYATTORNEY (970) 328-8685 FAX:(970) 328-8699 www.eaglecounty.us EAGLE. COUNTY October 28, 2004 Adam M. Dalmy Vice President U.S. Bank Corporate Trust Services 950 17`h Street, Suite 300 Denver, CO 80202 Dear Adam: Enclosed for your records is an original second supplemental ground lease agreement between Eagle County and Eagle County Air Terminal for the two parking areas. Please do not hesitate to contact me if you have any questions. DF:pn Enclosures Very truly yours, Debbie Faber Assistant County Attorney Eagle County Building, 500 Broadway, P.O. Box 850, Eagle, Colorado 81631-0850