HomeMy WebLinkAboutECAT23-07 United Arilines_terminal leaseEagle County Regional Airport
Terminal Building Use Permit
Page 1
EAGLE COUNTY REGIONAL AIRPORT
TERMINAL BUILDING USE PERMIT
This Terminal Building Use Permit (“Permit”) dated as of January 1, 2023 (the “Effective Date”),
is issued to United Airlines, Inc. (“Airline”) by the Eagle County Air Terminal Corporation (“ECAT,” and
collectively with Airline, the “Parties” and each, a “Party”) and authorizes Airline to use certain space
within the terminal building at Eagle County Regional Airport (“Airport”) for the period specified herein
and on the terms stated herein.
P R E A M B L E
WHEREAS, Airline is certificated by the Federal Aviation Administration (“FAA”) under 14
C.F.R. Part 121 and desires to engage in the carriage by aircraft of persons or property as a common carrier
for compensation or hire, or the carriage of cargo, freight, and mail, by aircraft, in air commerce, as defined
in 49 U.S.C. §40102, as amended (“Air Transportation Business”) at the Airport;
WHEREAS, ECAT is the owner and operator of the terminal building at the Airport (“Terminal
Building”) and desires to establish certain standards, prerequisites, and criteria for airlines serving the
Airport, including for Airline;
WHEREAS, ECAT has established certain methodologies for establishing rates and charges
applicable to use of the Terminal Building;
WHEREAS, Airline wishes to have and use certain ticket counters, offices, and other areas within
the Airport on an exclusive basis;
WHEREAS, the FAA requires certain contractual provisions be included in all agreements between
ECAT and airlines serving the Airport;
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
and in replacement of any other previous leases or agreements between the parties, the Parties agree as
follows:
1. Representations and Warranties.
(a) Representations by ECAT. ECAT represents and warrants that it has the right,
power, and legal capacity to enter into and perform its obligations under this Permit, has duly executed and
delivered this Permit, and that this Permit constitutes a legal, valid, and binding obligation of ECAT.
(b) Representations by Airline. Airline represents and warrants that it has the right,
power, and legal capacity to enter into and perform its obligations under this Permit, has duly executed and
delivered this Permit, and that this Permit constitutes a legal, valid, and binding obligation of Airline.
2. Term. The Term (herein after defined as “Term”) of this Permit shall commence on the
Effective Date and shall remain in effect, unless terminated in accordance with the terms hereof, until
December 31, 2023; provided, however, that unless either Party gives the other written notice of termination
of this Permit at least sixty (60) days before such date, the Permit shall automatically continue for another
year and thereafter continue on a year-to-year basis. Notwithstanding anything contained herein to the
contrary, either Party may terminate this Permit, for any reason, by providing ninety (90) days’ prior written
notice to the other Party. The Anniversary Date of the Term for purposes of the Term of this Permit shall
be January 1 of each year during the Term hereof. Airline shall be responsible for all of Airline’s obligations
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Terminal Building Use Permit
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required under this Permit until terminated by either Party as called for herein. Termination does not
represent a waiver by ECAT of any of Airline’s obligations included in this Permit prior to the termination
date and obligations expressly provided to survive the termination of this Permit shall so survive.
3. Affiliates. For purposes of this Permit, the term “Affiliate” shall mean a corporation that
is a parent or subsidiary of Airline, or that shares the same parent as Airline, or operates under essentially
the same trade name as Airline (e.g., “XXX Express”) and uses essentially the same livery as Airline.
4. Exclusive Areas. Airline is authorized to use, on an exclusive basis, the areas specified
and detailed in Exhibit A as attached hereto (the “Exclusive Areas”). The terms of use specific to the
Exclusive Areas are included in Exhibit A. Notwithstanding any of the terms of use specified herein or in
Exhibit A, the use (including the terms of use) of the Exclusive Areas is subject to modification by ECAT
upon 90 days’ written notice to Airline. Exclusive Areas will be charged to Airline on a square-footage
basis, calculated in accordance with the then-applicable rate resolution approved by the County regarding
rates, charges, and fees for the use of the Terminal (the “Rate Resolution”), which may be amended from
time to time, and any applicable Rules and Regulations.
5. Common Use Areas. Airline is authorized to use, in common with other entities providing
Air Transportation Business at the Airport (each, an “Air Carrier”), the areas specified and detailed in
Exhibit B as attached hereto (the “Common Use Areas”), subject to and in accordance with the terms and
conditions of this Permit. Common Use Areas used by Airline shall be assigned by ECAT and will be
charged to Airline in accordance with the Rate Resolution (which may be amended from time to time) and
any applicable Rules and Regulations.
6. Privileges Granted. Subject to, and in accordance with, all applicable laws, regulations
and ordinances of any federal, state county or municipal entity with jurisdiction over the Terminal Building
or the Airport, as amended or interpreted from time to time (“Applicable Laws”) and such minimum
standards and/or rules and regulations (collectively, “Rules and Regulations”) as may be adopted and
amended from time to time by ECAT or the County, Airline may use the Exclusive Areas and, together
with others, use the Common Use Areas for the purpose of conducting its Air Transportation Business at
the Airport. The privileges granted hereby shall include, without limiting the generality thereof:
(a) The sale of tickets, documentation of shipments, handling of reservations,
processing of passengers and baggage, and other reasonable and customary airline activities;
(b) The loading and unloading of persons, property, cargo, and mail by such motor
vehicles or other means of conveyance as Airline may desire to use in the operation of its Air Transportation
Business and as may be approved by the Aviation Director duly appointed by the County from time to time
(the “Aviation Director”), provided that any commercial ground transportation provider, including Airline
(except for such transportation that Airline may provide or arrange exclusively for the benefit of its
employees), transporting persons, property, cargo, and/or mail to or from the Airport shall, if required by
ECAT or County, first secure and thereafter hold a valid lease, license, or other agreement with ECAT or
County for the right to carry persons, property, cargo, or mail to or from the Airport and shall pay ECAT
or County such rentals, fees and percentages of fares for such right as ECAT or County may establish and
from time to time amend;
(c) The training of Airline’s employees and testing of Airline’s equipment, to the
extent such training and testing is incidental to Airline’s Air Transportation Business at the Terminal
Building;
(d) The purchase, delivery, receipt, and consumption of Airline’s requirements of
personal property or services, including fuel, lubricants, food, beverages and other passenger supplies, and
any other materials and supplies used by Airline. Airline shall not be permitted to sell or provide food or
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beverages to any person at the Terminal, except as provided in Section 9(d) hereof in instances of
extraordinary delays, Airline acknowledging that ECAT has the exclusive right to grant concessions for the
sale of food and beverages within the Terminal;
(e) The parking of Airline’s and its employees’ automobiles in such parking facilities
or areas designated by ECAT for Airline and its employees, provided however that such parking facilities
or areas shall be used in common with ECAT’s other tenants and their employees and ECAT and its
employees. ECAT reserves the right to charge Airline and/or its employees reasonable and not unjustly
discriminatory fees for the use of such facilities. Airline’s and/or its employees’ use of such parking
facilities or areas shall be subject to the Rules and Regulations;
(f) The installation, maintenance, and operation of computer data lines, telephone and
radio communications equipment, meteorological, and aerial navigation equipment, and associated
conduits, wiring, computers, and equipment at suitable locations within the Terminal Building, provided:
(i) Airline acknowledges and agrees that all ticket counters, ticketing kiosks
and gate podiums shall be provided with Common Use Terminal Equipment (“CUTE”) by
ECAT and Airline shall not be permitted to install and use its proprietary equipment at
such locations without the prior written permission of ECAT, which may be granted or
withheld in its sole discretion;
(ii) Airline must obtain the prior written approval of the Aviation Director
prior to installing the equipment;
(iii) The use and location of such equipment must not conflict or interfere with
the operation of any other equipment at the Airport;
(iv) The use or location of such equipment may not imperil the tax-exempt
status of any bonds secured by a pledge of revenues or net revenues of the Terminal
Building and related facilities;
(v) ECAT reserves the right to require Airline to pay a fee or rental charge for
the use of space not within the Exclusive Areas for the installation of equipment other than
conduit and cable; and
(vi) ECAT reserves the right to install and/or update data and/or
communications systems and to require Airline and other Terminal Building tenants to use
such system exclusively for data and/or telephone communications, subject to such fees
and charges as ECAT may require so long as such fees and charges are reasonable and non-
discriminatory.
(g) The right of ingress to and egress from the Terminal Building for Airline’s officers,
employees, agents, and invitees, including passengers, suppliers of materials, furnishers of services, aircraft,
equipment, vehicles, machinery and other property. Such right shall be subject to 49 C.F.R. Part 1542, et
seq., and ECAT’s right to establish reasonable and not unjustly discriminatory Rules and Regulations
governing (i) use of the Terminal Building by the general public, including Airline’s passengers, and, (ii)
access to non-public areas of the Terminal Building by Airline. ECAT may at any time temporarily or
permanently close, re-route, or consent to or request the closing or re-routing of any roadway or access to
the Terminal Building, so long as a means of ingress and egress reasonably equivalent is concurrently made
available to Airline. Airline hereby releases and discharges ECAT from any and all claims, demands, or
causes of action which Airline may now or at any time hereafter have arising or alleged to arise out of such
a closing or re-routing in accordance with the preceding sentence.
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7. Aircraft Ground Loading Devices.
(a) Airline acknowledges that ECAT owns all aircraft ground loading devices
(“Ground Loading Ramps”) and that via this Permit, it is granting Airline a license to use such equipment,
in common with others, for the operation of its business at the Airport.
(b) Airline’s use of the Ground Loading Ramps shall be subject to and in accordance
with, all applicable laws and ordinances and such minimum standards/rules and regulations as may be
adopted and amended from time to time by ECAT or the County
(c) Airline shall inspect each Ground Loading Ramp prior to each use and promptly
notify ECAT of any safety hazards which Airline may identify. Should such equipment be utilized by
Airline prior to effective remedial action by ECAT to rectify the identified hazard, ECAT shall not be liable
to Airline for damages, or for any reduction in payment made under this Permit, or otherwise, and in no
event shall ECAT be responsible to Airline for indirect or consequential damages.
(d) Airline is responsible for the operation of the Ground Loading Ramps when in use
by Airline, for the movement of the equipment in connection with Airline’s use, if necessary, and for the
enplaning and deplaning of its passengers and assumes full liability for any claims arising therefrom.
(e) ECAT shall not be liable to Airline for damages, or for any reduction in payment
made under this Permit, or otherwise, for the interruption of availability of any Ground Loading Ramp
including those caused by the making of any necessary repairs or improvements. In no event shall ECAT
be responsible to Airline for indirect or consequential damages.
(f) The Parties agree that the above provisions of Section 7 shall be held in abeyance
and not be effective unless and until (a) ECAT holds title to all Ground Loading Ramps and (b) ECAT
notifies Airline indicating the same and, in such letter, notifies Airline that Section 7 will no longer be held
in abeyance and shall become effective ten (10) days after the date of such notice.
8. General Terms of Use.
(a) Airline shall not knowingly permit its agents, contractors, or employees to conduct
business in a manner that is disruptive to the operation of the Airport. Airline agrees to require its employees
to wear uniforms as determined by Airline and to carry badges or other suitable means of identification,
which shall be subject to the prior and continuing approval of the City and in compliance with all FAA and
Department of Homeland Security (“DHS”) regulations.
(b) Airline agrees to obey and comply with all Applicable Laws, and shall require the
Airline’s and Airline’s Affiliates’ directors, officers, agents, employees, contractors, and suppliers (each,
an “Airline Party”, and collectively, the “Airline Parties”), to comply with the same.
(c) Airline shall be responsible for all its expenses in connection with its operation at
the Airport and the rights and privileges herein granted, including without limitation, rates, charges, and
fees for the use of the Terminal established by Rate Resolution, taxes, permit fees, license fees and
assessments lawfully levied or assessed upon Airline, and shall secure all permits and licenses necessary or
appropriate for the operation of Airline’s Air Transportation Business.
(d) To the extent of its capabilities, Airline agrees to cooperate with ECAT and/or any
other in dealing with aircraft or airline related emergencies at the Airport. Airline further agrees to provide
ECAT with its current emergency procedures and to fully cooperate with ECAT and assist in ECAT’s
implementation of the current Airport Emergency Plan, a copy of which is on file in the Airport Director’s
office.
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9. Exclusions.
(a) Nothing in this Permit shall be construed as authorizing Airline to conduct any
business separate and apart from its Air Transportation Business.
(b) Airline shall not interfere or permit interference with the use, operation, or
maintenance of the Airport and Terminal Building, including but not limited to, the effectiveness or
accessibility of the drainage, sewerage, water, communications, fire protection, utility, electrical, or other
systems installed or located from time to time at the Terminal Building.
(c) Airline shall not do or permit to be done anything, either by act or failure to act,
that shall cause the cancellation or violation of the provisions, or any part thereof, of any policy of insurance
for the Airport, or that shall cause a hazardous condition so as to increase the risks normally attendant upon
operations permitted by this Permit. If Airline shall do or permit to be done any act not permitted under
this Permit, or fail to do any act required under this Permit, regardless of whether such act shall constitute
a Default as defined herein, which act or failure, in and of itself, causes an increase in ECAT’s insurance
premiums, Airline shall immediately remedy such actions and/or pay the increase in premiums, upon notice
from ECAT to do so.
(d) Airline shall not maintain or operate in the Terminal Building or elsewhere at the
Airport a cafeteria, restaurant, bar, or cocktail lounge for the purpose of selling food and beverages to the
public or to Airline’s passengers; provided, however, that Airline may provide food and beverages to its
employees within its non-public Exclusive Areas, including through use of vending machines; and
provided, further, that in the event of irregular operations causing flight delays, Airline may provide snacks
and nonalcoholic beverages to its customers without cost, provided, that Airline purchases such snacks and
beverages from a vendor holding a permit issued by ECAT.
(e) Airline shall not dispose of or permit the disposal by any contractor or other person
within Airline’s control of any waste material taken from, or products used (whether liquid or solid) with
respect to, its aircraft into the sanitary or storm sewers at, surrounding or adjacent to the Terminal Building
unless such waste material or products are first properly treated by equipment installed with the approval
of the Aviation Director for that purpose.
(f) Airline shall not keep or store or allow its contractors or other person within
Airline’s control to keep or store within enclosed portions of the Terminal Building, during any twenty-
four (24) hour period, flammable liquids in excess of Airline’s working requirements during said twenty-
four (24) hour period, except in storage facilities specially constructed for such purposes in accordance with
standards established by the National Board of Fire Underwriters, and approved in writing by the Aviation
Director.
(g) Airline shall not do, or permit to be done, at the Terminal Building heavy
maintenance (i.e., aircraft or other equipment engine changes, control surface replacements, overhauls, etc.)
within Airline’s control, providing that suitable, reasonably accessible space is available from ECAT or the
County for such purpose.
10. Addition and Deletion. ECAT and Airline may, from time to time, by mutual agreement,
add additional space or spaces to or delete space or spaces from the Exclusive Areas or may add rights,
licenses, or privileges, or delete rights, licenses, or privileges, granted to Airline hereunder, in the following
manner. Airline shall submit to ECAT a written request for the addition or deletion of rights, licenses or
privileges or the addition or deletion of space, which shall describe with particularity the space or spaces
or rights, licenses or privileges which Airline wishes to add or delete, the Terminal Building rentals, if
applicable, and shall state the date on which Airline wishes such addition or deletion to be effective. If
ECAT approves such addition or deletion in its sole discretion, it shall so notify Airline in writing of the
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date such addition or deletion shall be effective. The appropriate exhibit or portion of this Permit shall be
revised accordingly to reflect such addition or deletion. All space added or rights, licenses or privileges
added pursuant to this Section 10 shall be subject to all the terms, conditions, and other provisions of this
Permit and Airline shall pay to ECAT all rates, charges, and fees applicable to such additional space, rights,
licenses or privileges in accordance with the provisions of this Permit.
11. Vending Machines. Airline shall ensure that, except as expressly provided in this Permit,
no amusement, gambling, vending, self-ticketing machine, or other machine operated by coins, bills,
tokens, or credit cards are installed or maintained in the Exclusive Areas without the prior written
permission of ECAT; provided, however, that Airline may install and operate, at its sole cost and expense,
automated ticketing and baggage check-in machines within those portions of the Terminal Building
designated by the Aviation Director.
12. Rates and Charges. Airline agrees to pay all applicable rates, charges, and fees as set
forth in the Rate Resolution, as may be amended from time to time. Payments shall be due in advance,
without demand or invoice, on the first day of each month. Such payment shall be deemed delinquent if
payment is not received by the tenth (10) day of the month. All payments due and payable hereunder shall
be paid in lawful money of the United States of America, without set off, in the manner (e.g., by check,
wire transfer, ACH, etc.) and to the location specified by ECAT from time to time, with such payment made
payable to ECAT. The actual amount due to ECAT in each year shall be subject to a year-end reconciliation
based upon actual use of the facilities and as further discussed in the then-applicable Rate Resolution
approved by County.
13. Passenger Facility Charges. Airline shall report and pay to ECAT all Passenger Facility
Charges (“PFCs”), if any, that it collects on account of eligible enplaned passengers at the Airport.
14. Airline Financial Obligations. Airline shall be jointly and severally liable to ECAT for
the payment of all rents, fees and other charges (including PFCs), and the submission of all activity reports,
that are due to ECAT on account of the Affiliate’s use of any Terminal Building facilities or services as an
Affiliate of Airline.
15. Separate Affiliate Permits. Notwithstanding the authorization set forth herein for
operations by Airline’s Affiliate(s) and Airline’s agreement to pay for liabilities associated with its
Affiliates’ operations, Affiliates will be required to execute a separate Permit.
16. Public Address System. Airline agrees that the use of ECAT’s public address system will
be professional and non-promotional. Airline shall not install, cause to be installed, or use any other public
address system in the Terminal Building without the prior written approval of the Aviation Director.
17. Employees of Airline. Airline shall require all Airline Parties working in view of the
public and about the Terminal Building area to wear clean and neat attire, to display appropriate
identification, and to abide by the Rules and Regulations.
18. Removal of Disabled Aircraft. As soon as reasonably possible after Airline’s disabled
aircraft is released from the control or jurisdiction of all applicable governmental authorities, Airline shall
remove (or cause the lessor of an aircraft to remove) any such disabled aircraft from any part of the Airport
(including, without limitation, runways, taxiways, aprons and gate positions) and place any such disabled
aircraft in such storage areas as may be designated by the Aviation Director. Airline may store such
disabled aircraft only for such length of time and on such terms and conditions as may be established by
ECAT. If Airline fails to remove any of its disabled aircraft promptly, the Aviation Director may, after
informing Airline of his intent to do so, but shall not be obligated to, cause the removal of such disabled
aircraft; provided, however, the obligation to remove or store such disabled aircraft shall not be inconsistent
with Applicable Law. Airline agrees to reimburse ECAT for all actual and reasonable costs of such removal
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and Airline further hereby releases ECAT from any and all claims for damage, except as the result of
ECAT’s gross negligence or willful misconduct, to the disabled aircraft or otherwise arising from or in any
way connected with such removal by ECAT.
19. Parking of Aircraft or GSE. Parking or storage of aircraft or GSE at an aircraft apron
that in any way interferes with Airport operations, including the movement of passengers, cargo, or other
aircraft, is prohibited. Airline must remove aircraft or GSE within forty-five (45) minutes of notification by
ECAT of its determination that: (i) an emergency exists requiring removal of said aircraft or ground support
equipment; (ii) said aircraft or ground support equipment is interfering with Airport operations or the
movement of passengers, cargo, or other aircraft; or (iii) the aircraft apron is required for temporary access
by another Air Carrier, provided that ECAT has first determined that other suitable aircraft apron space is
not available. Airline may park and store GSE owned by Airline, its Affiliate(s), or any subcontractor to
Airline which holds a valid operating permit from ECAT and with whom Airline contracts to provide airside
services in areas designated for such use by ECAT from time to time. Airline acknowledges the need for
vehicular access to the Terminal Building.
20. Insurance. Airline shall have in place at all times during the Term insurance at least in
the amounts and coverages and meeting the requirements specified in Exhibit C attached hereto (“Minimum
Airline Insurance”). The types and amounts of insurance may be amended from time-to-time by ECAT on
at least 60 days’ written notice to Airline.
21. General Indemnity. Airline shall defend, protect, indemnify, and hold harmless ECAT
and the County, and their directors, officers, elected officials, employees, agents, attorneys, successors, and
assigns (together the “Indemnified Parties”) from any and all liability, claims, actions, charges, allegations,
demands, administrative proceedings, costs, fines, penalties, investigations, and damages of any nature
whatsoever, including reasonable attorneys’ fees (collectively, “Claims”), which arise from the act(s) or
omission(s) of Airline, Affiliates, or any of Airline, its Affiliates, or any Airline Party in connection with
operations conducted under the authority of this Permit. Such Claims include, but are not in any way limited
to, Claims relating to (a) personal injury (including bodily injury and mental injury) and/or damage to, loss
of use of and/or loss of any personal or real property which is caused by or arises out of the act(s) or
omissions(s) of Airline, its Affiliates, or any Airline Party; or (b) any breach of any representation, covenant
or warranty of Airline set forth in this Permit. Nothing in this Section 21 or any other portion of this Permit
should be interpreted as waiving ECAT’s or the County’s tort immunity under any Applicable Law and
ECAT and the County specifically do not waive that immunity. Airline shall indemnify and hold the
Indemnified Parties harmless as to and free from any and all costs, expenses, fees (including reasonable
attorney’s fees) filed against or imposed upon the Airport, the Terminal Building, or ECAT because of the
failure of Airline or any Airline Party to comply with any of the covenants of Section 23. This Section 21
shall survive termination of this Permit. In no event shall ECAT be responsible to Airline for indirect or
consequential damages for any claim by Airline.
22. Environmental Compliance and Indemnity. Airline’s conduct and operations at the
Airport shall at all times be in compliance with all applicable current and future federal, state, and local
environmental safety or health laws, statutes, rules, regulations, ordinances, orders, or common law
(“Environmental Laws”). In the event of a conflict, the most stringent Environmental Law shall apply.
Airline shall obtain all permits, licenses, or approvals required under Environmental Law to conduct its
operations at the Airport or otherwise comply with its obligations under this Permit. Airline shall at all
times comply with the terms and conditions of any such permits, licenses, approvals, or notifications.
Airline shall make all notifications and equipment modifications as required by applicable Environmental
Laws or this Permit. Airline shall promptly correct any violation of Environmental Laws at the Airport in
connection with its activities at the Airport. It is specifically agreed between the Parties that Airline shall
be responsible for Airline’s use of, or Airline’s generation of, or release or threatened release of any
petroleum-based substance or product, or any volatile organic compound, or any substance classified as a
pollutant, contaminant, toxic or dangerous substance, solid waste, or a “hazardous waste” under
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Environmental Laws (collectively, “Hazardous Waste”). Airline shall specifically be responsible for the
disposal of all such Hazardous Waste and for the environmental response activities and response costs,
monitoring, or cleanup required under Environmental Laws associated with any environmental condition
caused by Airline’s use of, or generation of Hazardous Waste in its operations at the Airport; provided,
however, that Airline shall not be responsible for any environmental conditions that were present prior to
the Effective Date of this Permit not caused by Airline or an Airline Party. Claims for environmental matters
are limited to indemnification under this Section 22 and are not subject to the General Indemnity provisions
of Section 21. The provisions of this Section 22 shall survive termination of this Permit.
23. Airline Compliance with Applicable Regulatory Standards.
(a) Airline shall comply with all Applicable Laws related to its operations, including,
without limitation, FAA and Transportation Security Administration (TSA) rules, regulations, advisory
circulars, municipal and county ordinances, regulations and standards, and the Rules and Regulations, all
of which are hereby incorporated by reference.
(b) Airline will not do nor permit any Airline Party to do any act or thing upon the
Airport that will conflict with or violate the requirements of the TSA’s or the FAA’s regulations regarding
airport security or safety or ECAT’s or the County’s approved security plan for the Airport. Any fines
and/or penalties levied against ECAT or the County for security or safety violations at the Airport caused
by Airline or any Airline Party while on the Airport for Airline’s business shall be immediately due and
payable to ECAT or the County, as applicable, by Airline.
24. Utilities. ECAT shall provide all utilities in the Terminal Building. ECAT shall not be
liable to Airline in damages, or for any reduction in payment made under this Permit, or otherwise, for the
interruption of utility services (including heating, ventilation or air conditioning) (i) to the extent any utility
shall become unavailable from any public utility company, public authority or any other person or entity
supplying or distributing such utility, or (ii) for any interruption in any service hereunder caused by the
making of any necessary repairs or improvements, or (iii) which results from any cause beyond the
reasonable control of ECAT. In no event shall ECAT be responsible to Airline for indirect or consequential
damages.
25. ECAT Access. ECAT reserves the right to inspect the Exclusive Areas, and any other
Airline utilized areas, at any reasonable time with prior notification and coordination with the local Airline
manager. Throughout the Term of this Permit, ECAT will use diligent efforts to coordinate such access so
as to not disrupt Airline operations. When, for any reason, an entry is deemed necessary, and Airline is not
present to permit such entry, ECAT, its agents, contractors, or employees, shall be permitted to enter the
Exclusive Areas. ECAT’s agents or employees shall not be liable for any civil or criminal claim or cause
of action for damage because of entering the Exclusive Areas or improvements at reasonable times and in
a reasonable manner, unless damages are caused by ECAT’s negligence or willful acts (or those of its
agents, contractors, or employees).
26. Damage and Destruction.
(a) If any part of the Exclusive Areas or Common Use Areas, or adjacent facilities
directly and substantially affecting the Exclusive Areas or Common Use Areas, shall be so extensively
damaged by fire or other casualty as to render any portion unusable but capable of being repaired, as
reasonably determined by ECAT, the same shall be repaired to usable condition with due diligence by
ECAT as hereinafter provided. The rentals payable hereunder with respect to affected Exclusive Areas
and/or Common Use Areas shall be paid up to the time of such damage and shall thereafter be abated in the
proportion that the part of the area rendered unusable for the purpose intended bears to the total space of
the same category and area. Such abatement in rent will continue until such time as such affected portion
of the Exclusive Areas and/or Common Use Areas shall be restored adequately for Airline’s use. ECAT
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shall use diligent efforts to provide alternate facilities to continue Airline’s operation while repair,
reconstruction or replacement is being completed, at a rental rate not to exceed that provided in this Permit
for comparable space.
(b) If any part of the Exclusive Areas or Common Use Areas, or adjacent facilities
directly and substantially affecting the use of the Exclusive Areas or Common Use Areas, shall be damaged
by fire or other casualty, and is so extensively damaged as to render any portion of said Exclusive Areas or
Common Use Areas not economically feasible to repair, as reasonably determined by ECAT, ECAT shall
notify Airline within a period of forty-five (45) days after the date of such damage of its decision whether
to reconstruct or replace said space; provided, however, ECAT shall be under no obligation to replace or
reconstruct such space. The rentals payable hereunder with respect to affected space shall be paid up to the
time of such damage and thereafter shall abate until such time as replacement or reconstructed space
becomes available for use by Airline. In the event ECAT elects to reconstruct or replace the affected
Exclusive Areas or Common Use Areas, ECAT shall use diligent efforts to provide Airline with alternate
facilities reasonably acceptable to Airline to continue its operation while reconstruction or replacement is
being completed at a rental rate not to exceed that provided for in this Permit for comparable space. In the
event ECAT elects not to reconstruct or replace the affected Exclusive Areas or Common Use Areas, this
Permit shall be terminated with respect to the affected premises and ECAT shall meet and consult with
Airline on ways and means to permanently provide Airline with adequate replacement space for the affected
Exclusive Areas or Common Use Areas. In such event, ECAT shall amend this Permit to reflect related
additions and deletions. Notwithstanding anything to the contrary contained herein, if the Parties are unable
to reach agreement on adequate replacement space needed by Airline, Airline shall have the right to
terminate this Permit upon written notice to ECAT. In no event shall ECAT be responsible to Airline for
indirect or consequential damages.
27. Damage Caused By Airline. Notwithstanding the provisions of Section 26, in the event
that due to the negligence or willful act or omission of Airline or an Airline Party, any portion of the
Terminal Building, including without limitation, the Exclusive Areas or Common Use Areas, shall be
damaged or destroyed by fire, other casualty or otherwise, there shall be no abatement of rent during the
repair or replacement of said Exclusive Areas or Common Use Areas. To the extent that the estimated costs
to repair or rebuild shall exceed the amount of any insurance proceeds payable to ECAT by reason of such
damage or destruction, Airline shall, within ten (10) days of ECAT’s written demand, pay to ECAT the
amount of ECAT’s estimated cost to repair or rebuild the affected Exclusive Areas or Common Use Areas
less the amount of any insurance proceeds paid to ECAT. Any such payment from Airline shall not preclude
ECAT or its insurer(s) from recovering from Airline or its insurer(s) any and all damages caused by or
resulting from the negligence or willful act or omission of Airline or any Airline Parties, including but not
limited to recovery from Airline or its insurer(s) of the amount of insurance proceeds paid to ECAT by its
insurer(s). If final cost of repairs is less than the estimated cost of repairs paid by Airline, ECAT will
reimburse Airline the amount of the difference between the estimated cost of repairs paid by Airline and
the actual cost of repairs. If final cost of repairs is greater than the estimated cost of repairs paid by Airline,
Airline will reimburse ECAT the amount of the difference between the estimated cost of repairs paid by
Airline and the actual cost of repairs.
28. Subordinate to Grant Assurances. This Permit shall be subordinate to the provisions of
any existing or future agreements between ECAT and/or the County and the United States of America,
relative to the operation and maintenance of the Airport, or the provision of grant funding therefor, the
terms and execution of which have been or may be required as a condition precedent to the expenditure or
reimbursement to ECAT, the County and/or the Airport of Federal funds for the development of the Airport
(“Grant Assurances”). In the event that this Permit, either on its own terms or by any other reason, conflicts
with or violates such Grant Assurances, ECAT hereby has the right to amend, alter, or otherwise unilaterally
modify the terms of this Permit as ECAT may determine necessary in order to resolve such conflict or
violation.
DocuSign Envelope ID: B133B7AD-ECB4-4399-8494-4135740617BF
Eagle County Regional Airport
Terminal Building Use Permit
Page 10
29. Required Federal Contract Provisions. Airline shall comply with and shall cause all of
its employees, authorized agents or representatives, contractors, and subcontractors to comply with, to the
extent required by Applicable Law, all provisions of Exhibit D (Federal Aviation Administration Required
Provisions) to this Permit, as amended or interpreted by the FAA from time to time, which are incorporated
as if fully set forth herein.
30. No Exclusive Rights. It is hereby specifically understood and agreed that nothing
contained in this Permit shall be construed to grant or authorize the granting of an exclusive right to provide
aeronautical services to the public as prohibited by the Grant Assurances, and ECAT reserves the right to
grant to others the privilege and right of conducting any one or all activities of an aeronautical nature.
31. Provision of Aeronautical Services to Public. Airline agrees to furnish its aeronautical
services on a reasonable, and not unjustly discriminatory, basis to all users thereof, and to charge reasonable,
and not unjustly discriminatory, prices for such services; provided, however, that the foregoing shall not
prohibit the provision of reasonable and nondiscriminatory discounts, rebates, or other similar types of price
reductions to volume purchasers.
32. Amendments. This Permit shall not be amended orally, and any and all amendments,
additions, or deletions to this Permit shall be null and void unless approved by the Parties in writing.
33. Counterparts. This Permit may be executed in facsimile counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the same document.
34. Applicable Law and Venue. This Permit has been made in and will be construed in
accordance with the laws of the State of Colorado. In any action initiated by one Party against the other,
exclusive venue and jurisdiction will be in either the appropriate state courts in and for Eagle County,
Colorado or the Federal District Court in which the Airport is located. Each Party hereto shall promptly
report to the other any claim or suit against it arising out of, or in connection with, the operation of Airline
at the Airport. ECAT and Airline shall each have the right to compromise and defend the same to the extent
of its own interest; provided, the defense of the same has not been tendered and accepted by the other Party.
Airline is an independent contractor in every respect, and not the agent of ECAT.
35. Enforceability. A determination that any provision of this Permit is unenforceable or
invalid shall not affect the enforceability or validity of any other provision, and any determination that the
application of any provision of this Permit to any person or circumstance is illegal or unenforceable shall
not affect the enforceability or validity of such provision as it may apply to any other persons or
circumstances.
36. Entirety of Agreement. This document supersedes all prior agreements between the
Parties, written or oral, and embodies the complete agreement and understanding among the Parties, written
or oral, which may have related to the subject matter hereof in any way. For clarity, on the Effective Date,
that prior Eagle County Air Terminal Corporation Terminal Building Lease between Airline and ECAT
dated February 27, 2002 and as amended through the Effective Date shall terminate without further action
by either ECAT or Airline, provided that the termination of such prior agreement shall not be construed as
a waiver, relinquishment, or release of any claims, damages, liability, rights of action, or causes of action
that either of the Parties hereto may have against the other under such agreement and that have accrued
before the Effective Date. Airline’s liability thereunder shall not be terminated by the issuance of this
Permit.
37. Interpretation.
(a) References in the text of this Permit to articles, sections or exhibits pertain to
articles, sections or exhibits of this Permit, unless otherwise specified.
DocuSign Envelope ID: B133B7AD-ECB4-4399-8494-4135740617BF
Eagle County Regional Airport
Terminal Building Use Permit
Page 11
(b) The terms “hereby,” “herein,” “hereof,” “hereto,” “hereunder” and any similar
terms used in this Permit refer to this Permit. The term “including” shall not be construed in a limiting
nature, but shall be construed to mean “including, without limitation.”
(c) Words importing persons shall include firms, associations, partnerships, trusts,
corporations and other legal entities, including public bodies, as well as natural persons.
(d) Any headings preceding the text of the articles and sections of this Permit, and any
table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference
and shall not constitute a part of this Permit, nor shall they affect the meaning, construction or effect of this
Permit.
(e) Words importing the singular shall include the plural and vice versa. Words of the
masculine gender shall be deemed to include correlative words of the feminine and neuter genders.
(f) For purposes of calculating dates under this Permit, unless otherwise specified,
“days” shall mean calendar days. In the event that a date for performance hereunder falls on a Saturday,
Sunday or a holiday observed by the County, the date for performance shall be considered the next business
day after the actual calendar date calculated.
(g) Any capitalized words used in this Permit but not explicitly defined herein shall
have the meaning assigned to such word in the then-applicable Rate Resolution approved by the County.
(h) In the event of a conflict between any provision of this Permit and the Rate
Resolution, the provision of the then-applicable Rate Resolution approved by theCounty will govern.
38. Notices. All notices or other communications required under this Permit shall be effected,
by personal delivery; by certified mail, return receipt requested; by facsimile transmission with evidence of
confirmation; or by a reputable messenger service or overnight delivery. Notice shall be deemed to have
been given when delivered or refused, three (3) days after deposit in the U.S. Mail or transmittal is
confirmed at the address set forth below or such other address as either Party may specify to the other Party
in writing.
ECAT: Eagle County Air Terminal Corporation
ATTN: David Reid, Aviation Director
PO Box 850
Eagle, CO 81631
Telephone: (970) 328-2648
with a copy to:
Eagle County Attorney's Office
ATTN: Bryan R. Treu
PO Box 850
Eagle, CO 81631
Airline: ______________________________
______________________________
______________________________
______________________________
______________________________
United Airlines, Inc. WHQOU
233 S. Wacker Drive
Chicago, IL 60606
Attention: Vice President-Corporate Real Estate
with a copy to:
United Airlines, Inc. WHQLD
233 S. Wacker Drive
Chicago, IL 60606
Attention: Deputy General Counsel – Commercial Transactions
And email copy to: LeaseAdmin-CRE@united.com
DocuSign Envelope ID: B133B7AD-ECB4-4399-8494-4135740617BF
Eagle County Regional Airport
Terminal Building Use Permit
Page 12
39. Airline Default. If at any time Airline shall be in default, as defined in this Section 39,
with regard to the requirements of this Permit, it shall be lawful for ECAT, and ECAT may at any time
thereafter:
(a) Immediately, or at any time thereafter without further notice to Airline, re-enter
into or upon the Exclusive Areas under this Permit or any part thereof and take possession of the same fully
and absolutely and exclude Airline from the Common Use Areas without such re-entry working a forfeiture
of the rentals, fees, and charges to be paid and of the covenants, terms and conditions to be performed by
Airline for the full term of this Permit, and in the event of such re-entry, ECAT may proceed with the
collection of rates, fees, and charges to be paid under this Permit or to recover properly measured damages;
(b) ECAT may at its election terminate this Permit upon written notice in the manner
herein provided, and Airline covenants in case of such termination to indemnify ECAT against all loss of
rates, fees, and charges which ECAT has suffered by reason of such termination or amounts paid by ECAAT
to cure Airline’s failure to perform.
(c) ECAT shall further have all other rights and remedies at law or in equity including
injunctive relief, or summary proceedings for unlawful detainer, and any or all legal remedies, actions and
proceedings and all such remedies shall be cumulative.
(d) “Default” shall be defined when any of the following circumstances exist:
(i) If Airline has failed to pay rentals, fees, and charges or taxes when due
hereunder and such failure to pay shall continue for ten (l0) calendar days after written
notice in the manner hereinafter provided.
(ii) Failure by Airline to provide and/or maintain any of the insurance
coverages required herein.
(iii) If Airline fails in the observance or performance of any of the other terms,
covenants and conditions of this Permit and such failure shall continue for thirty (30)
calendar days after ECAT has given Airline written notice, or Airline shall have failed to
commence the corrective action of such failure within thirty (30) calendar days after such
notice and to diligently prosecute the same where the same cannot be completed within
thirty (30) calendar days, or
(iv) If a petition to reorganize Airline or for its arrangement of its unsecured
debts shall be filed and not dismissed within sixty (60) days, or
(v) If Airline shall be adjudicated bankrupt, or
(vi) If a receiver or trustee of Airline's property shall be appointed by any court,
or
(vii) If Airline shall make a general assignment for the benefit of creditors, or
(viii) If all of the interest of Airline in its property shall be taken by garnishment,
attachment, execution or other process of law.
(e) In the event ECAT shall prevail in any action or suit or proceeding brought by
ECAT to collect the rates, fees, charges, or taxes due or to become due hereunder or any portion thereof, or
to take possession of the Exclusive Areas, or to enforce compliance with this Permit or for failure to observe
DocuSign Envelope ID: B133B7AD-ECB4-4399-8494-4135740617BF
Eagle County Regional Airport
Terminal Building Use Permit
Page 13
any of the covenants of this Permit, Airline agrees to pay ECAT such sums as the court may adjudge
reasonable as attorneys’ fees and costs to be allowed in such action, suit, or proceeding.
40. ECAT Default.
(a) The events described below shall be deemed events of default by ECAT hereunder:
(i) ECAT fails to keep, perform, or observe any material term, covenant, or
condition herein contained, to be kept, performed, or observed by ECAT and such failure
continues for thirty (30) days after receipt of written notice from Airline; or, if by its nature
such default cannot be cured within such thirty (30) day period, ECAT shall not commence
to cure or remove such default within said thirty (30) days and to cure or remove the same
as promptly as reasonably practicable; provided, however, ECAT’s performance under this
Section shall be subject to the provisions of Section 44 of this Permit.
(ii) Airport is closed to flights in general or to the flights of Airline, for reasons
other than those circumstances within Airline’s control, and Airport fails to be reopened to
such flights within sixty (60) consecutive days from such closure.
(iii) Airport is permanently closed as an air carrier airport by act of any federal,
state, or local government agency having competent jurisdiction; or Airline is unable to use
Airport for a period of at least forty-five (45) consecutive days due to any Applicable Law;
or any court of competent jurisdiction issues an injunction preventing ECAT or Airline
from using Airport for airport purposes, for reasons other than those circumstances within
Airline’s control, and such injunction remains in force for a period of at least forty-five
(45) consecutive days.
(iv) The United States Government or any authorized agency thereof (by
executive order or otherwise) assumes the operation, control, or use of the Airport in such
a manner as to substantially restrict Airline from conducting its operations, if such
restriction be continued for a period of sixty (60) consecutive days or more.
(b) So long as Airline is not in default as set forth in Section 39 of this Permit,
including but not limited to payments due to ECAT hereunder, Airline may cancel this Permit upon the
occurrence of an ECAT default, as set forth in Section 40(a). In such event, Airline shall serve fifteen (15)
day’s advance written notice of cancellation to ECAT. All rentals, fees, and charges payable by Airline
shall cease as of the date of such cancellation and Airline shall surrender and vacate the Exclusive Areas
and Common Use Areas immediately.
41. Time of the Essence. It is mutually agreed that time is of the essence in the performance
of all covenants and conditions to be kept and performed under the terms of this Permit.
42. Non-Waiver. The waiving of any of the covenants of this Permit by either Party shall be
limited to the particular instance and shall not be deemed to waive any other breaches of such covenants.
The consent by ECAT to any act by Airline requiring ECAT’s consent shall not be deemed to waive consent
to any subsequent act by Airline.
43. Approval of ECAT. Wherever consent, approval or direction by ECAT is required under
this Permit, such consent, approval or direction by ECAT shall be effective if given by the Aviation Director
or his or her designee in the manner set forth in this Permit. Nothing requiring consent, approval or direction
from ECAT shall be unreasonably requested by Airline nor shall such consent, approval, or direction be
unreasonably withheld by ECAT.
DocuSign Envelope ID: B133B7AD-ECB4-4399-8494-4135740617BF
Eagle County Regional Airport
Terminal Building Use Permit
Page 14
44. Force Majeure. Neither ECAT nor Airline shall be deemed to be in Default hereunder if
either party is prevented from performing any of the obligations imposed under this Permit by reason of
strikes, boycotts, labor disputes, embargoes, shortage of energy or materials, acts of God, acts of the public
enemy, acts of superior governmental authority, weather conditions, riots, rebellion, sabotage, or any other
circumstances for which it is not responsible or which is beyond its control. ECAT shall be under no
obligation to furnish any service or supply any utility if and to the extent and during any period that the
furnishing of any such service or the supplying of any such utility, or the use of any device or component
necessary therefore, shall be prohibited or rationed by any Applicable Law; provided, however, that under
no circumstances shall the happening of any event provided for in this section excuse Airline from paying
the rentals, fees and charges payable to ECAT by Airline pursuant to the terms of this Permit and during
the Term of this Permit.
45. Successors and Assigns. All of the covenants, conditions and agreements contained
herein shall extend to and be binding upon the legal representatives, successors and assigns of the respective
Parties hereto; provided, however, that except as otherwise provided herein, no rights shall inure to the
benefit of any successors of Airline unless ECAT’s prior approval for the transfer to such successor has
first been obtained as herein provided.
46. Prohibited Transactions. Airline shall not assign, mortgage, pledge or otherwise transfer
this Permit without obtaining the prior written consent of ECAT; provided, however, the foregoing shall
not be deemed or construed to require the consent of ECAT in connection with an assignment of this Permit
or any of the rights or privileges granted to Airline herein pursuant to a merger, consolidation, or sale of all
or substantially all of the assets of Airline if the successor entity remains a duly certificated air carrier by
the FAA. Nothing contained herein shall be construed to prohibit ECAT from exercising any of its legal
rights existing independently from this Permit with respect to such merger, consolidation, or asset sale.
Airline shall not assign its rights in any of the Exclusive Areas or Common Use Areas under this Permit,
by operation of law or otherwise, without obtaining the prior written consent of ECAT. In the event an
assignment, subletting, pledge, or transfer is approved by ECAT, such approval shall in no way relieve
Airline of any contractual obligations assumed under this Permit unless ECAT specifically consents thereto
in its discretion, and such approval shall not constitute a waiver of strict future compliance by Airline with
the provisions of this Section 46.
47. No Personal Liability. No member, officer, agent, director or employee of ECAT or
Airline shall be charged personally or held contractually liable by or to the other Party hereunder, for the
terms or provisions of this Permit or because of any breach thereof or because of its or their execution or
attempted execution of this Permit.
SIGNATURE PAGE FOLLOWS
DocuSign Envelope ID: B133B7AD-ECB4-4399-8494-4135740617BF
DocuSign Envelope ID: B133B7AD-ECB4-4399-8494-4135740617BF
Chair, Eagle County Commissioners
Kathy Chandler-Henry
Eagle County Regional Airport
Terminal Building Use Permit, Exhibit A, Page 1
EXHIBIT A
THE EXCLUSIVE AREAS
The Exclusive Areas are hereby defined as the two thousand seven hundred ninety-nine (2,799)
square foot areas depicted in blue in Exhibit A-1 attached hereto.
Terms of Use of Exclusive Areas
1. If Airline desires to use its Exclusive Areas on behalf of any other entity authorized by
ECAT to use the Terminal Building, other than its Affiliates, Airline must first obtain written approval of
ECAT which may be granted or withheld in its sole discretion.
2. With the consent of the Aviation Director, Airline may install in non-public portions of its
Exclusive Areas such personal property, including furniture, furnishings, computers, vending machines,
machinery, equipment, computers, and supplies, or make such modifications, finishes, and improvements
thereto as Airline may deem necessary, useful or prudent for the operation of its Air Transportation
Business. Title to such personal property shall remain with Airline, subject to the terms and conditions of
this Permit.
3. Airline may install and operate identifying signs, posters, and graphics (“Displays”) in its
Exclusive Areas, subject to the prior written approval of ECAT, which approval shall not be unreasonably
withheld as long as such Displays relate solely to Airline and its operations. ECAT reserves to itself the
sole right to grant a concession to advertise in and adjacent to the Terminal. Such Displays shall be
substantially uniform in size, type, and location with those of other Air Carriers and consistent with ECAT’s
and the County’s graphic standards and the Rules and Regulations, and in compliance with Applicable
Laws.
4. ECAT may relocate part or all Airline’s Exclusive Areas to substantially comparable space
in another location within the Terminal Building when necessitated by terminal expansion, rehabilitation,
repair; compliance with Applicable Law; or Airport operating considerations. ECAT will give Airline
ninety (90) days’ advance written notice of its intent to relocate the Exclusive Areas and will do all things
reasonably necessary, as determined by ECAT, to minimize the disruption to Airline’s operations. The
relocation will be completed within ninety (90) days from date of written notice to Airline unless both
Parties agree to an alternate relocation date. Such agreement shall not be unreasonably withheld by ECAT
or Airline. Airline shall not be required to: (i) incur any expense to relocate its operations to other premises
that it does not agree to incur except for any and all expenses associated with the physical movement of
Airline computer equipment; provided, however, Airline will not be paid or reimbursed for overhead costs
or costs in any way associated with self-performance of any relocation work by Airline employees; or (ii)
accept premises not reasonably comparable based upon conditions at the Airport.
DocuSign Envelope ID: B133B7AD-ECB4-4399-8494-4135740617BF
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6725$*( 9(67$76$6725$*( 76$%5($.522076$08/7,385326(76$,7'$7$&255,'2576$2)),&((/(&9(1',1*0(&+2)),&(&/672)),&(2)),&((;,67,1*725(0$,1'(02/,6+('1(:&216758&7,21(;,67,1*72%(02',),('/(*(1'*(1(5$/127(6.(<3/$15HI1RUWK*HQVOHU'DWH'HVFULSWLRQ3URMHFW1DPH3URMHFW1XPEHU'HVFULSWLRQ6FDOH6HDO6LJQDWXUH7HO )D[WK6WUHHW6XLWH'HQYHU&28QLWHG6WDWHV$%&$VLQGLFDWHG$&20326,7(&216758&7,213/$1/(9(/($*/(&2817<5(*,21$/$,53257(;3$16,21$1'5(02'(/352-(&7($*/(&2817<$,57(50,1$/&25325$7,21(/'21:,/62152$'*<3680&26&$/(
&20326,7(3/$1&216758&7,21/(9(/$ 6(($)25(;7(5,25$66(0%/,(6% $//,17(5,253$57,7,21672%($$812& $//(;326('6758&785$/67((/72%(3$,17('3(5),1,6+6&+('8/($//(;326('6758&785$/67((/35,0(55(&,(9,1*'$0$*(''85,1*,167$//$7,21$1'&216758&7,2172%(35,0('%()25(3$,17,1*' $//(;326('6758&785$/67((/6('*(672%(*5281''2:172+$9(126+$53('*(67+$7&28/'61$*25&87$1<2&&83$176 ,668()25&216758&7,21 %8//(7,1EXHIBIT A-1AA93 SF# 72)),&(UA164 sf#014United31%=218 sf31%=103 sf31%=13 sf31%=17 sfDelta10%=70 sf10%=33 sf10%=4 sf10%=5 sfAmerican59%=414 sf59%=195 sf59%=24 sf59%=32 sf702 sf331 sf41 sf54 sfCorridor #031Corridor #032Restroom #016Restroom #017Common Space41 sf54 sf331 sf702 sf4 4444454444444454sfsssss1 UA129 sfDL137 sf#009#018#019#013#112/020NOT TO SCALETKT CounterQueuingQueuingTKT CounterTKT CounterKTTTUA400 sf#025#024#028TKT CouDL200 sf#021#003#006#005#004#002#001QueuingTKT CounterTKT CounterAA488 sfAA215 sfDL208 sfUA105 sf7,&.(7QueuingAA731 sf2%$&21QueuinguUA600 sf2)),&(Queuing&(&(DL300 sfAA135 sf'$7$''$$77$$ #009##000099#009#009 UA124 sfUA171 sf2)),&(#018####8#018#01888UA136 sf5$*($$**((672566772255 #019##001999#019#019 9UA170 sf&(&((2)),&22))),,&&2)),&(222))),,&&((UAAAAUAAUAUAAAUAUAAAAAUAUAAAAUUUUUUUAAAAAAAUUUUUAAAAAAAAAAAAAAAAAAAAAAAAAAUUAA#112/020#112/02200#112/0#112/0UA601 sf2)),&(013#013#013#013#013#013#013UA198 sfExclusive Use SpaceDescription Quantity UnitAA 3,125 sfDL 1,349 sfUA 2,799 sfDL115 sf2)),&(#028#028DL388 sf%626725(;%626725(;*5281'75$163257(;%62%626725(;2)),&(2sf#02121012))2))AA223 sf%626725(;AA176 sf2)),&(6725$*(2567035$*$*#00025$25$33#003#0020#00##001#001#001AA600 sf2)),&(#0060662))2))AA151 sf2)),&(00500052)2)AA161 sf2)),&(#004###004#00400AA138 sfAA27 sf'$7$0202#000000##000#0020000AA80 sf$$$%$%$$$$$$$$$$$$$$$$$$&$$:::::::#013#0#013#
DocuSign Envelope ID: B133B7AD-ECB4-4399-8494-4135740617BF
Eagle County Regional Airport
Terminal Building Use Permit, Exhibit B, Page 1
EXHIBIT B
THE COMMON USE AREAS
The Common Use Areas are hereby defined as the twenty-eight thousand three hundred forty
(28,340) square foot joint use and holdroom areas depicted in green in Exhibits B-1 and B-2 attached hereto.
Terms of Use of Common Use Areas
1. Airline shall use the Common Use Areas for those purposes designated for such space by
the Aviation Director, which shall include:
(a) Gates within the Terminal Building for loading, unloading and related processing
of passengers and baggage within the passenger holdroom areas of the Terminal Building;
(b) Loading bridges appurtenant to certain Gates;
(c) The baggage system and related Common Use Areas used jointly with the other
Air Carriers operating at the Terminal Building, including the inbound and outbound baggage systems, the
baggage claim area (delivery and display of inbound passenger baggage and passenger waiting areas for
delivery of their baggage);
(d) Common use ticket counters, and other common use facilities;
(e) Other areas of the Terminal Building used in common with other Air Carriers and
the employees, agents, contractors, passengers and invitees of such Air Carriers, including without
limitation restrooms, corridors and other similar public areas;
(f) Tug cart circulation and baggage loading and unloading;
(g) Storage of ramp equipment within areas adjacent to the Terminal Building
appropriate for such storage that is necessary for the conduct of Airline’s Air Transportation Business;
(h) Areas available to Airline employees for circulation and the convenience of
operations which are not available to the public.
2. Airline acknowledges that all Gates, ticket counters and other Common Use Areas are to
be used in common by all Air Carriers using the Terminal Building. ECAT has adopted, after consultation
with the Air Carriers, a gate use protocol (“Gate Use Protocol”) regarding scheduling Airline’s use of the
Gates, Loading Bridges and other Common Use Areas. Airline will abide by ECAT’s assignments of Gates,
Loading Bridges and other Common Use Areas pursuant to the Gate Use Protocol. In addition, in the event
of irregular operations, Airline will work in good faith with the other Air Carriers operating at the Terminal
Building to accommodate the operations of all such Air Carriers in accordance with the Gate Use Protocol,
including, without limitation, removing Airline’s aircraft from a Gate when necessary. Airline
acknowledges and agrees that the Terminal Building has only a total of four Gates with Loading Bridges
and six hardstand positions served by two Gates from a single holdroom. During periods of peak usage and
during irregular operations, usage of these facilities is likely to be intensive. Use of all Common Use Areas
shall be subject to the Gate Use Protocol, as in force from time to time and, during periods of extraordinary
usage, including irregular operations and peak periods, ECAT may designate usage of such Common Use
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Terminal Building Use Permit, Exhibit B, Page 2
Areas in its sole discretion; provided, that ECAT shall not unjustly discriminate against any Air Carrier in
the assignment of such Common Use Areas. ECAT shall provide a copy of the current Gate Use Protocol
and each amendment or restatement thereof to Airline.
3. Any equipment owned or acquired by ECAT for use by Airline, including without
limitation, all CUTE and Ground Loading Ramps, shall remain the property of and under the control of
ECAT.
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EXHIBIT B-1
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EXHIBIT B-2
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Eagle County Regional Airport
Terminal Building Use Permit, Exhibit C, Page 1
EXHIBIT C
MINIMUM AIRLINE INSURANCE
1. Insurance Requirements: Airline shall, at its expense, maintain insurance in full force
and effect at all times during the Term of this Permit in such amounts as to meet the minimum limits of
liability specified below.
(a) Comprehensive General Liability and Airline Liability with limits no less than
$200,000,000 combined single limit per occurrence and in the annual aggregate with respect to
products/completed operations liability, including but not limited to, aircraft liability, bodily injury and
property damage, passenger legal liability, airport premises and products/completed operations liability,
baggage and cargo liability, contractual liability, independent contractors liability, and mobile equipment
liability. Personal injury and advertising liability can be limited to $25,000,000 each offense/aggregate.
(b) Hull Insurance, including owned and non-owned aircraft, at agreed values.
(c) Business Automobile Liability with limits no less than $5,000,000 each occurrence
including owned and/or leased automobile liability and non-owned and hired automobile liability. The
required limits may be provided by a combination of primary and excess liability limits.
(d) Fire Legal Liability with limits no less than $5,000,000 each occurrence.
(e) Workers’ Compensation Coverage in statutory amounts with “all states”
endorsement including Employer’s Liability Insurance in limits of $1,000,000 per employee.
2. Requirements for All Insurance: All insurance required in this Exhibit C shall be taken
out and maintained in responsible insurance companies organized under the laws of the states of the United
States and licensed to do business in the State of Colorado or with companies or underwriters satisfactory
to ECAT. All insurance shall, to the degree reasonably possible, be issued on an occurrence basis, and shall
cover the entire Terminal Building and all on-Airport aircraft, vehicles and mobile equipment, and all
activities of Airline at or within the Terminal Building and the Airport and all indemnification made in this
Permit.
3. Additional Insureds: ECAT and the County shall be named as an additional insured on
each of the policies above except the Workers’ Compensation policy and fire legal liability.
4. Insurance Primary: All insurance policies required above shall be primary and shall not
require contribution from any coverage maintained by ECAT.
5. Insurance Certificate: Certificates showing that Airline is carrying the above-described
insurance in the specified amounts shall be furnished to ECAT prior to the execution of this Permit, and a
certificate showing continuation of such insurance shall be filed with ECAT during the term of this Permit.
Failure of Airline to provide the required certificates of insurance does not invalidate or eliminate any of
the insurance requirements contained herein or relieve Airline from any responsibility to carry the required
types and amounts of insurance.
6. Notice of Change or Cancellation: The certificates shall provide that the policies shall
not be canceled during the life of this Permit without at least thirty (30) calendar days advanced notice
being given to ECAT. Failure to give such notice to ECAT will render any such cancellation in said policy
or coverages ineffective as against ECAT.
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Terminal Building Use Permit, Exhibit C, Page 2
7. ACORD Form: The use of an “ACORD” form as a certificate of insurance shall be
accompanied by two forms: (1) ISO Additional Insured Endorsement (CG 20 10 12 19) and (2) Notice of
Cancellation Endorsement, or equivalent forms as approved by ECAT.
8. Disclaimer: ECAT does not represent or guarantee that these types or limits of coverage
are adequate to protect Airline’s interests and liabilities. It shall be the obligation and responsibility of
Airline to insure, as it deems prudent, its own personal property, against damage. ECAT does not have
insurance coverage for Airline’s property and expressly disclaims any and all liability for any and all losses,
damage and/or claims to aircraft and/or vehicles and/or personal possessions of Airline, except to the extent
such damage is caused by the negligence or willful misconduct of ECAT, or its officers, directors, agents,
contractors, or employees.
9. Waiver of Subrogation: ECAT and Airline hereby mutually waive any and all rights of
recovery against the other party arising out of damage or destruction of the buildings or any other property
from causes included under any property insurance policies to the extent such damage or destruction is
covered by the proceeds of such policies and whether or not such damage or destruction shall have been
caused by the parties, their officers, employees, contractors, or agents, but only to the extent that the
insurance policies then in force permit such waiver. All property policies of insurance shall contain, to the
extent available, this waiver of subrogation provision and the cost of such provision shall be borne by the
primary insured.
10. Self-Insurance: In the event that Airline wants to self-insure any of the coverage listed in
this Exhibit C, it shall make available its public financial statements on-line. In the event ECAT grants its
approval, Airline understands and agrees that ECAT, its officers, employees and agents shall be entitled to
receive the same coverage and benefits under Airline’s self-insurance program that they would have
received had the insurance requirements been satisfied by a reputable insurer. The insurance (including
self-insurance) requirements set forth herein are not intended and shall not be construed to modify, limit or
reduce the indemnifications made in the Permit by Airline to ECAT, or to limit Airline’s liability under this
Permit to the limits of the policies of insurance (or self-insurance) required to be maintained by Airline
hereunder.
11. Adjustments: ECAT reserves the right at any time throughout the Term of this Permit to
adjust the insurance requirements set forth in this Permit and Exhibit C if, in ECAT’s reasonable judgment,
the insurance required by this Permit is deemed inadequate to properly protect ECAT’s interests. In such
event, Airline agrees that it shall procure the adjusted insurance, provided that the coverage is available at
commercially reasonable rates. ECAT shall provide 60 days’ written notice to Airline before such
adjustments under this paragraph will become effective.
12. Insurance Default: Notwithstanding any other provision of this Permit, if at any time
Airline fails to obtain or maintain in force the insurance required herein such failure shall constitute an
incurable default permitting ECAT, at its option, to immediately terminate this Permit upon giving any
notice specified herein, but without giving any prior notice of default, and ECAT shall have all available
remedies specified in Section 39 or permitted by Applicable Law.
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Eagle County Regional Airport
Terminal Building Use Permit, Exhibit D, Page 1
EXHIBIT D
FEDERAL AVIATION ADMINISTRATION REQUIRED PROVISIONS
A. General Civil Rights Clause.
1. In all its activities within the scope of its airport program, Airline agrees to comply with
pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent
Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race,
color, national origin (including limited English proficiency), creed, sex (including sexual
orientation and gender identity), age, or disability be excluded from participating in any activity
conducted with or benefiting from Federal assistance. This provision is in addition to that
required by Title VI of the Civil Rights Act of 1964. If Airline transfers its obligation to
another, the transferee is obligated in the same manner as Airline.
2. The above provision obligates Airline for the period during which the property is owned, used
or possessed by Airline and the Airport remains obligated to the Federal Aviation
Administration.
B. Compliance with Nondiscrimination Provisions. During the performance of this Permit,
Airline, for itself, its assignees, and successors in interest (hereinafter collectively referred to as
“Contractor”) agrees as follows:
1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply
with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be
amended from time to time, which are herein incorporated by reference and made a part of this
Permit.
2. Non-discrimination: The Contractor, with regard to the work performed by it during the
contract, will not discriminate on the grounds of race, color, national origin (including limited
English proficiency), creed, sex (including sexual orientation and gender identity), age, or
disability in the selection and retention of subcontractors, including procurements of materials
and leases of equipment. The Contractor will not participate directly or indirectly in the
discrimination prohibited by the Nondiscrimination Acts and Authorities, including
employment practices when the contract covers any activity, project, or program set forth in
Appendix B of 49 CFR part 21.
3. Solicitations for Agreements, Including Procurements of Materials and Equipment: In
all solicitations, either by competitive bidding or negotiation made by the Contractor for work
to be performed under a subcontract, including procurements of materials, or leases of
equipment, each potential subcontractor or supplier will be notified by the Contractor of the
contractor’s obligations under this contract and the Nondiscrimination Acts and Authorities on
the grounds of race, color, or national origin.
4. Information and Reports: The Contractor will provide all information and reports required
by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to
its books, records, accounts, other sources of information, and its facilities as may be
determined by ECAT or the Federal Aviation Administration to be pertinent to ascertain
compliance with such Nondiscrimination Acts and Authorities and instructions. Where any
information required of a contractor is in the exclusive possession of another who fails or
refuses to furnish the information, the Contractor will so certify to ECAT or the Federal
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Terminal Building Use Permit, Exhibit D, Page 2
Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain
the information.
5. Sanctions for Noncompliance: In the event of a Contractor’s noncompliance with the non-
discrimination provisions of this contract, ECAT will impose such contract sanctions as it or
the Federal Aviation Administration may determine to be appropriate, including, but not
limited to:
a. Withholding payments to the Contractor under the contract until the Contractor
complies; and/or
b. Cancelling, terminating, or suspending a contract, in whole or in part.
6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one
through six in every subcontract, including procurements of materials and leases of equipment,
unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The
Contractor will take action with respect to any subcontract or procurement as ECAT or the
Federal Aviation Administration may direct as a means of enforcing such provisions including
sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is
threatened with litigation by a subcontractor, or supplier because of such direction, the
Contractor may request ECAT to enter into any litigation to protect the interests of ECAT. In
addition, the Contractor may request the United States to enter into the litigation to protect the
interests of the United States.
C. Title VI List of Pertinent Nondiscrimination Acts and Authorities. During the performance of
this contract, Airline, for itself, its assignees, and successors in interest (hereinafter referred to as the
“Contractor”) agrees to comply with the following non-discrimination statutes and authorities; including
but not limited to:
1. Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits
discrimination on the basis of race, color, national origin);
2. 49 CFR part 21 (Non-discrimination in Federally-Assisted programs of the Department of
Transportation—Effectuation of Title VI of the Civil Rights Act of 1964);
3. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal-aid programs and projects);
4. Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits
discrimination on the basis of disability); and 49 CFR part 27 (Nondiscrimination on the Basis
of Disability in Programs or Activities Receiving Federal Financial Assistance);
5. The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits
discrimination on the basis of age);
6. Airport and Airway Improvement Act of 1982 (49 USC § 47123), as amended (prohibits
discrimination based on race, creed, color, national origin, or sex);
7. The Civil Rights Restoration Act of 1987 (PL 100-259) (broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975
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Terminal Building Use Permit, Exhibit D, Page 3
and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
“programs or activities” to include all of the programs or activities of the Federal -aid recipients,
sub-recipients and contractors, whether such programs or activities are Federally funded or
not);
8. Titles II and III of the Americans with Disabilities Act of 1990 (42 USC § 12101, et seq)
(prohibit discrimination on the basis of disability in the operation of public entities, public and
private transportation systems, places of public accommodation, and certain testing entities) as
implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;
9. The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits
discrimination on the basis of race, color, national origin, and sex);
10. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations (ensures nondiscrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high and
adverse human health or environmental effects on minority and low-income populations);
11. Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (LEP). To ensure compliance with Title
VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your
programs [70 Fed. Reg. 74087 (2005)];
12. Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 USC § 1681, et seq).
D. Transfer of Real Property Acquired or Improved Under the Airport Improvement
Program.
1. Airline 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: In the event facilities are constructed, maintained, or otherwise operated on the property
described in this Permit for a purpose for which a Federal Aviation Administration activity,
facility, or program is extended or for another purpose involving the provision of similar
services or benefits, Airline will maintain and operate such facilities and services in compliance
with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the
Title VI List of Pertinent Nondiscrimination Acts and Authorities (as may be amended) such
that no person on the grounds of race, color, or national origin, will be excluded from
participation in, denied the benefits of, or be otherwise subjected to discrimination in the use
of said facilities.
2. In the event of breach of any of the above Nondiscrimination covenants, ECAT will have the
right to terminate the Permit and to enter, re-enter, and repossess said lands and facilities
thereon, and hold the same as if the Permit had never been made or issued.
E. Construction/Use/Access to Real Property Acquired Under the Activity, Facility or
Program.
1. Airline, its heirs, 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
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Terminal Building Use Permit, Exhibit D, Page 4
(1) no person on the ground of race, color, or national origin, will be excluded from
participation in, denied the benefits of, or be otherwise subjected to discrimination in the use
of said facilities, (2) that in the construction of any improvements on, over, or under such land,
and the furnishing of services thereon, no person on the ground of race, color, or national origin,
will be excluded from participation in, denied the benefits of, or otherwise be subjected to
discrimination, (3) that Airline will use the premises in compliance with all other requirements
imposed by or pursuant to the Title VI List of Pertinent Nondiscrimination Acts and
Authorities.
2. With respect to the Permit, in the event of breach of any of the above Non-discrimination
covenants, ECAT will have the right to terminate the Permit and to enter or re-enter and
repossess said land and the facilities thereon, and hold the same as if said Permit had never
been made or issued.
F. Subcontracts. Airline agrees that it shall insert in any subcontracts the clauses set forth in
paragraphs (A) through (E) above and also a clause requiring the subcontractor to include these clauses in
any lower tier subcontracts. Airline shall be responsible for compliance by any subcontractor or lower tier
subcontractor with the clauses set forth in paragraphs (A) through (E).
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