HomeMy WebLinkAboutC24-064 Justin & Shelli Nielsen_hangar lease1 AIRPORT FACILITIES LEASE THIS LEASE (“Lease” or “Lease Agreement”) is made and entered effective into this 1st day of January, 2024, by and between Eagle County, Colorado, a body corporate and politic, hereinafter referred to as the "Lessor" and Justin Nielsen and Shelli Nielsen, hereinafter referred to as “Lessee.” Lessor and Lessee may be collectively referred to herein as the “Parties.” WITNESSETH: WHEREAS, Lessor owns and operates the Eagle County Regional Airport (hereinafter referred to as "Airport") located in Gypsum, Colorado; and WHEREAS, Lessor owns a hangar located on the north side of the Airport, at 0545 Airport Road, Gypsum, Colorado, as more particularly identified in Exhibit A attached hereto and incorporated herein by reference (the “Hangar”); and WHEREAS, the Lessor, pursuant to Sections 30-11-107(1)(J), 41-4-101, 41-4-106 and 41-4- 112, C.R.S., has the authority with respect to the operation of said Airport to lease space for the purpose of providing aircraft housing through hangars to individuals and/or entities and to exact the required fees therefore; and WHEREAS, said leasing is declared to be a public governmental function, exercised for a public purpose, and is declared a matter of public necessity; and WHEREAS, Lessee is desirous of leasing a portion of the Hangar for the purpose of storing/parking an aircraft owned and operated by Lessee, for storage of related supplies and equipment and for maintenance of the aircraft by Lessee, Lessee’s contractors or agents and employees of Lessee; and NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties hereto agree as follows: SECTION ONE EXCLUSIVE USE OF LEASE OF HANGAR AREA A. Lessor grants Lessee the exclusive use of that portion of the Hangar known as Hangar Area No. 2, as shown in the Hangar layout drawing attached as Exhibit B, together with any and all improvements, wall space and storage space currently in said space (the “Leased Premises”). Lessee acknowledges that the office space located within the Hangar shall be divided equitably among tenants of the Hangar. In the event tenants of the Hangar cannot agree as to an equitable sharing of such office space, Lessor shall make an equitable division and shall assign use of such space to the tenants within the Hangar. B. Lessee shall use the Leased Premises solely for the purpose of storing/parking an airworthy aircraft, for preventative maintenance of the aircraft and for general aviation related storage, such as storage of lockboxes, bins, boxes, tools, parts and other articles necessary for Lessee’s maintenance of the aircraft. Maintenance of the aircraft shall not be done in a manner that would be unsafe, unsightly or detrimental to the efficient use of the Airport facilities by others. Lessee will dispose of used oil or hazardous waste only in DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 2 approved receptacles. Lessee shall not use the Leased Premises for any commercial purposes (including but not limited to any aeronautical service provided to the public or Fixed Base Operator activities). Any change in permitted uses shall be only with the prior written consent of the Lessor and upon the terms described by the Lessor. C. The aircraft assigned to the Leased Premises is described below. Such aircraft must be owned by Lessee. Lessee agrees to notify Lessor within thirty (30) days of any change in ownership of the aircraft described herein. Aircraft make: Cessna Aircraft model: 182 Aircraft Year: 2004 Aircraft registration number: N559JR Aircraft serial number: Aircraft registered owners: Justin Nielsen Shelli Nielsen Aircraft owner Address and Phone Number: PO Box 1258 Gypsum CO 81637 720-432-6115 / 970-390-5201 Quantity and ID of Airport access keys: 6B3-5 SECTION TWO TERM A. Subject to earlier termination as hereinafter provided, the term of this Lease Agreement shall expire on December 31, 2024 (the “Term”). If the Term hereof shall commence or end upon a day other than the first day of a calendar month, the Rent for the fractional month at the beginning of the Term shall be appropriately prorated. B. Lessee shall have the option to extend the Term for two successive additional one (1) year periods (which shall each be referred to herein as the "Extension Period") beginning at noon on the expiration date of the initial period of the Term as set forth in Section 2.A. and ending at noon on such expiration date one year later. Each such option shall be exercised by Lessee delivering written notice of exercise no more than six months and no less than three months prior to the expiration date of the then current Term. Such notice shall be effective only if, on the date the notice is given, Lessee is not in default hereunder. If Lessee fails to deliver any such notice in a timely manner, Lessee shall be considered to have waived Lessee's option to extend the Term and the Term shall end on the expiration date of the then current Term. If Lessee fails to timely and properly exercise the first such option, it shall have no further options to renew. Upon the giving of such notice by Lessee, the Term shall be automatically extended for the Extension Period covered by such notice and the definition of "Term" set forth in Section 2.A. shall include such Extension Period. Such Extension Period shall be upon all of the terms, covenants and conditions of this Lease in effect during the initial period of the Term as set forth in Section 2.A. except that Lessee shall have no further right to extend the Term after the expiration of the second Extension Period or the then current term if notice is not given. As of the date each Extension Period begins, this Lease shall be deemed modified in the manner set forth above without further action by Lessor or Lessee, however both parties nevertheless agree to execute a document amending this Lease in order to reflect such modifications if requested by either party. DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 3 SECTION THREE RENTALS AND CHARGES A. The rent for the Leased Premises for the Term of this Lease is three thousand one hundred eighty-two dollars and seventy cents ($3,182.70), payable upon execution of this Lease (“Rent”). Rent for each Extension Period, if any, exercised by Lessee pursuant to Section 2.B. above, shall be calculated pursuant to Section 3.F. below and shall be paid in full on the first day of any such Extension Period. B. A security deposit equal to one-twelfth of the Rent ($265.00) must be paid upon execution of this Lease Agreement. Such deposit will be returned without interest within thirty (30) days of termination or expiration of this Lease Agreement and upon a determination by the Aviation Director or his designee that no cleaning or damage repair is required and further upon a determination that all Rent and other payments due under this Lease have been paid in full. All or part of the deposit may be retained by Lessor to pay for cleaning or repairs or unpaid fees and costs. C. Lessee will be responsible for its proportionate share of all utility consumption costs incurred during the Term of the Lease in connection with Lessee’s use and occupancy of the Leased Premises. Utility costs will be billed monthly in arrears and divided equally among all Lessees occupying the Hangar during the utility billing period. Payment shall be due thirty (30) days from the date of invoice. Utilities include electricity and natural gas. Notwithstanding the foregoing, Lessee shall not be responsible for more than one-third of the monthly utility consumption costs incurred during the Term of this Lease in connection with Lessee’s use and occupancy of the Leased Premises. Lessor shall not be liable to Lessee for damages and there shall be no abatement of Rent if any utility becomes unavailable from any public utility company or other utility supplier or distributor, or in the event of any interruption in utility service caused by the making of any necessary repairs or improvements or by any cause beyond Lessor’s reasonable control, and the same shall not constitute a termination of this Lease or any eviction of Lessee. D. Rent not received by the due date will be subject to a late fee of ten percent (10%) of the unpaid Rent. Any utility payment overdue for more than thirty (30) days will have an additional fee in the amount of $25.00 added to cover extra administrative costs. In the event the County is required to initiate any collection procedures or costs to collect any unpaid Rent from Lessee, the Lessee shall pay all of the County’s expenses in connection therewith, including reasonable attorney's fees. E. All payments, charges and fees due and payable under this Lease Agreement shall be payable to the order of Eagle County and shall be submitted and/or delivered to: Eagle County Regional Airport P.O. Box 850 Eagle, Colorado 81631 DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 4 F. Rent Escalation. For each Extension Period, if any, exercised by Lessee pursuant to Section 2.B. above, the Rent shall be increased by three percent (3%) of the Rent paid in the preceding Term. SECTION FOUR LESSEE COVENANTS A. Lessee shall not use the Leased Premises for major repair or overhauling of any aircraft or other equipment. Preventive maintenance services for aircraft stored in the Leased Premises shall be performed in accordance with the Eagle County Regional Airport Rules and Regulations, as may be amended from time to time. Lessee shall be responsible for the cleanup of any hazardous or other material spills from Lessee’s aircraft, vehicles or containers. Lessee shall be responsible for payment to Lessor of any damage to Hangar pavement floor caused by fuel/oil spillage, maintenance tools, repair equipment, or associated careless acts. B. Lessee shall not attach any hoisting or holding mechanism to any part of the Hangar or pass any mechanism through the structure therein. For purposes of this Lease Agreement, a hoisting or holding mechanism shall be deemed to include, but shall not be limited to, chain-ball, block and tackle, or other hoisting or winching device. C. Lessee shall not store any solvents, explosives, flammable paints, or other flammables in the Leased Premises, except that Lessee may store up to two cases of aircraft engine oil in manufacturer’s containers or other fluids necessary to comply with FAA maintenance regulations. All such materials must be stored in hazardous materials cabinets. Lessee shall not use any hazardous material within the Leased Premises. Lessee shall be responsible for all costs associated with mitigating any contamination which is caused by Lessee. D. Lessee shall coordinate the operation of the doors so as not to unduly or in an untimely fashion obstruct access to the adjacent hangars. E. Lessee shall not lock the Hangar or permit the same to be locked with any lock other than the lock mechanism supplied by the Airport unless prior written permission is received from the Lessor. If any additional locking device is used, Lessor will be given a key/combination to ensure access in the event of an emergency. F. Lessee shall not make any alterations, additions or improvements to the Leased Premises or to the Hangar without the prior written consent of the Lessor, which may be withheld in Lessor’s sole discretion. G. Lessee shall not use any high wattage electrical equipment, heat lamps, or machinery in or about the Leased Premises or the Hangar, or modify existing wiring or install additional outlets, fixtures or the like therein unless authorized in advance in writing by the Lessor. H. Aircraft fueling may only be performed in accordance with the Eagle County Regional Airport Rules and Regulations, as may be amended from time to time. Self-fueling is not allowed on the Leased Premises. DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 5 I. Lessee, and its agents, invitees, and guests, shall park vehicles at the Airport in accordance with the Eagle County Regional Airport Rules and Regulations, as may be amended from time to time. No more than one vehicle may be stored in the Leased Premises during aircraft operations without the Aviation Director’s written approval. SECTION FIVE USE OF AIRPORT AND AIRFIELD ACCESS CONTROL A. Lessee is granted the use, in common with others similarly authorized, of the Airport, including, but not limited to, the landing field and any extensions thereof or additions thereto, roadways, aprons, taxiways, floodlights, landing lights, beacons, control tower, signals, radio aids, and all other conveniences for flying, landings, and takeoffs. B. Lessee shall not install or maintain fences, gates and such other equipment on the Hangar site or the Leased Premises in order to control access to the airfield. Lessee agrees that it shall at all times comply with the Access Plan in its operations on the Leased Premises and the Airport. Access to the airfield shall be permitted for Lessee’s guests, in accordance with the Airport Security Program and FAA and TSA regulations. Each individual desiring unescorted access to the airfield shall obtain an access card from Airport Administration in compliance with the Airport Rules and Regulations and the Department of Homeland Security and TSA regulations, policies and directives. SECTION SIX RIGHT OF INGRESS AND EGRESS Lessee shall have the right of ingress to and egress from the Leased Premises in a manner that does not interfere with the Lessor’s use of the Airport and does not conflict with any access rules and regulations adopted by Eagle County or any other agency with the authority to control access to the Eagle County Regional Airport. Lessee understands that the Airport may be closed on a temporary basis and/or that airport restrictions may be imposed, from time to time, for reasons including, but not limited to, hazardous conditions, special events, safety, security, noise and environmental issues. SECTION SEVEN TAXES AND ASSESSMENTS Lessee agrees to pay its proportionate share of all property assessments, general and special and all other legally imposed obligations, ordinary and extraordinary of every kind and nature whatsoever, if any, levied or assessed upon the Hangar or any part thereof by the Town of Gypsum, the State of Colorado, the United States, or any other governmental entity or agency. SECTION EIGHT MAINTENANCE AND UTILITIES A. Lessee shall provide for and supply, at its sole expense, any desired janitor services with respect to the Leased Premises. B. Lessor shall conduct snow removal in accordance with the approved Airport Snow and Ice Control Plan and Airport Certification Manual. Lessor may provide snow DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 6 removal on paved areas adjacent to the Hangar, not closer than six feet (6’) from the exterior of the Hangar, based on the order of Airport operational priority, and personnel and equipment availability. C. Snow removed from the area surrounding the Hangar by Lessee shall not be windrowed or piled in a manner in which propellers, engines, wings or any other part of an aircraft may contact and be damaged when being taxied or towed on pavement surfaces. D. During the term of this Lease and any renewal thereof, Lessee shall maintain the Leased Premises in good repair, normal wear and tear excepted, according to the standards established for similar buildings and premises under Lessor’s control at the Airport. Lessee shall not place or store any items or equipment in the area surrounding the exterior of the Hangar. E. Lessee shall be responsible for the repair of any damages to the Hangar or the Leased Premises caused by Lessee, its employees, agents, or invitees. Such repairs shall be undertaken by Lessor and Lessee shall be assessed the amount of the repairs, and shall reimburse Lessor for such amount upon demand. Rent shall not abate during the period of such maintenance or repairs. F. Lessee shall be responsible for the cleanup of any hazardous or other material spills from Lessee’s aircraft, vehicles or containers. SECTION NINE RULES AND REGULATIONS Lessee agrees to observe and obey reasonable rules and regulations with respect to use of the Leased Premises, including the Eagle County Regional Airport Rules and Regulations and the Eagle County Airport Minimum Standards, as may be amended from time to time. In addition, Lessee shall comply with any safety and security planning efforts reasonably adopted by Lessor. SECTION TEN DAMAGE OR DESTRUCTION OF HANGAR A. If the Leased Premises or the Hangar shall be so damaged by fire or other casualty as to render the Leased Premises untenantable, in the opinion of Lessor, and if such damage shall be so great that the Leased Premises cannot be made tenantable within 60 days from the happening of the fire or other casualty, or if the damage shall be such that the Leased Premises can be made tenantable within the 60 day period from the happening of the fire or other casualty but adequate insurance proceeds or adequate appropriations are not available to Lessor for repair of such damage, then this Lease may be terminated by Lessor by giving written notice to Lessee of such termination. Upon the giving of such notice, this Lease shall terminate as of the date of the occurrence of the fire or other casualty giving rise to such termination with the same consequences as a termination pursuant to the provisions of Section 15. B. If the Leased Premises or the Hangar shall be so damaged by fire or other casualty as to render the Premises untenantable, in the opinion of Lessor, but the Leased Premises can be made tenantable within the 60 day period from the happening of the fire or DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 7 other casualty and adequate insurance proceeds or appropriations are available to Lessor for repair of such damage then, except as hereinafter provided, Lessor shall, with reasonable promptness, repair the damage so done except that Lessor shall not be required to repair, replace or restore the Lessee’s trade fixtures or other improvements. Until such repair is substantially completed, the Rent shall be abated in proportion to the part of the Leased Premises which is unusable by Lessee in the reasonable conduct of its operations. If the damage to the Leased Premises or other parts of the Hangar is due to the fault or negligence of Lessee or Lessee’s employees, agents or invitees, there shall be no abatement of the Rent. C. If the Leased Premises shall be damaged by fire or other casualty but not so as to render them untenantable, Lessor shall cause the damage to be repaired with reasonable promptness except that Lessor shall not be required to repair, replace or restore the Lessee’s trade fixtures or other improvements. Until such repair is substantially completed, the Rent shall be abated in proportion to the part of the Leased Premises which is unusable by Lessee in the reasonable conduct of its operations. If the fire or other casualty causing damage to the Leased Premises is due to the fault or negligence of Lessee or Lessee's employees, agents or invitees, there shall be no abatement of the Rent. D. In the event the Airport is rendered untenantable or unusable, in the opinion of the Lessor, the Rent shall be abated in proportion to the part of the Leased Premises which is unusable by Lessee in the reasonable conduct of its operations during the period that the same are so untenantable or unusable. SECTION ELEVEN INSURANCE A. Lessee agrees to secure at its own expense, and to keep in force at all times during the Term hereof, the following insurance: 1. Aircraft Liability Insurance, including Airport Premises liability coverage, Bodily Injury and Property Damage in the minimum limits set forth below: Aircraft Liability Insurance Minimum limits: Each Occurrence Limit $1,000,000 2. Automobile coverage with limits of liability not less than $500,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles for all vehicles operated on Airport property. B. The Aircraft Liability and Automobile policies of insurance set forth above shall be endorsed to include the following additional insured language: “Eagle County and their respective associated and/or affiliated entities, successors or assigns, elected officials, employees, agents and volunteers shall be named as additional insureds with respect to liability arising out of the Lessee’s use or occupancy of the Leased Premises.” C. A Waiver of Subrogation shall apply in favor of Eagle County, its respective associated and/or affiliated entities, successors or assigns, elected officials, employees, agents and volunteers. DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 8 D. A certificate or certificates evidencing such insurance coverage shall be filed with Lessor within ten (10) days after execution of this Lease, and said certificate(s) shall provide that such insurance coverage will not be canceled or reduced without at least thirty (30) days prior written notice to Lessor. At least ten (10) days prior to the expiration of said insurance policy or policies, a certificate showing that such insurance coverage has been renewed or extended shall be filed with Lessor. If such coverage is canceled or reduced, the Lessee shall within seven (7) days of notice of cancellation or reduction, but in any event more than fifteen (15) days before the effective date of said cancellation or reduction, file with Lessor a certificate showing that the required insurance has been reinstated in full, or provided through another insurance company or companies. E. In the event that the Lessee shall at any time fail to provide Lessor with the insurance required under this section, Lessor may terminate this Lease Agreement with ten (10) days’ notice to Lessee. F. The insurance carried by the Lessee, as required by this Lease Agreement, shall be primary over any insurance carried by the Lessor for the Lessor’s own protection. Facsimile stamped signature on the Certificate will not be accepted. The Certificate must be signed by the insurance company's authorized representative. SECTION TWELVE RISK OF LOSS A. Lessee covenants and agrees that it will not hold Lessor or any of its agents, officers, employees or airport commission members responsible for any loss of property by theft or burglary from the Hangar or the Leased Premises or for any damage to person or property in the Hangar or the Leased Premises resulting from electric lighting, water, rain or snow, windstorm, lightening, negligence of other tenants in the Hangar or from any other cause whatsoever, whether said cause be the direct, indirect or merely a contributing factor in producing the loss to any aircraft, automobile, personal property, parts, surplus, or any other item that may be located on or about the Leased Premises or injury to any person or persons, including employees or agents of the Lessor, and Lessee agrees to make no claim for such loss or damage at any time, except for abatement of Rent or right to insurance proceeds. Lessee further covenants and agrees that it will indemnify and save harmless Lessor from all demands, claims, costs, causes of action or judgments, and from all expenses that be incurred, in investigating or resisting the same, arising from or growing out of the use of the Leased Premises by Lessee, its contractors, agents, members, stockholders, employees, invitees, servants, sub-tenants, successors and assigns. B. Lessee agrees that any aircraft or personal property or other items which are stored in or about the Leased Premises pursuant to this Lease Agreement are at Lessee’s sole risk and Lessee shall possess adequate insurance to protect it from such risk. C. Lessee further acknowledges that the Hangar is shared with other tenants and assumes the risk of loss or damage to the Lessee’s aircraft, contents, injury to any person or persons, whether from the negligence of other tenants, their agents, employees or invitees, or from any other causes whatsoever. Lessee covenants and agrees that it will indemnify and save harmless Lessor from all demands, claims, costs, causes of action or judgments, and from all expenses that are incurred, in investigating or resisting the same, arising from or DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 9 growing out of the use of the Hangar by other tenants their contractors, agents, members, stockholders, employees, invitees, servants, sub-tenants, successors and assigns. SECTION THIRTEEN INDEMNIFICATION OF LESSOR Lessee hereby agrees to release and indemnify and save harmless Lessor, its officers, agents and employees from and against any and all loss of or damage to property, or injuries to or death of any person or persons, including property and employees or agents of the Lessor, and shall defend, indemnify and save harmless Lessor, its officers, agents and employees from any and all claims, damages, suits, costs, expense, liability, actions, penalties or proceedings of any kind or nature whatsoever, including worker’s compensation claims, of or by anyone whomsoever, in any way resulting from, or arising out of, directly or indirectly, its use and occupancy of the Leased Premises or the Hangar or its use or occupancy of any portion of the Airport and including acts and omissions of officers, employees, representatives, suppliers, invitees, contractors, subcontractors, and agents of the Lessee; provided, that the Lessee need not release, indemnify or save harmless the Lessor, its officers, agents and employees from damages resulting from the negligence of the Lessor’s officers, agents and employees. SECTION FOURTEEN TERMINATION BY LESSEE This Lease Agreement may be terminated by Lessee provided that the Rent for the Leased Premises, Lessee’s proportionate share of utility costs for the Leased Premises and any other costs or expenses due pursuant to this Lease have been paid in full to Lessor to the date of such termination, and provided further that Lessee gives Lessor at least sixty (60) days written notice of its intention to terminate. SECTION FIFTEEN TERMINATION BY LESSOR Lessor may terminate this Lease Agreement without cause by giving sixty (60) days written notice to the Lessee, except that Lessor may terminate this Lease without such notice if extenuating circumstances exist, in Lessor’s sole determination. In the event such termination is without cause and Lessor has available other suitable Hangar space, Lessee shall have the right to enter into a lease agreement for the same. SECTION SIXTEEN SURRENDER OF POSSESSION A. On the expiration or other termination of this Lease, Lessee's rights to use of the Leased Premises, facilities, and services described herein shall cease, and Lessee shall vacate the Leased Premises without unreasonable delay. Lessee shall be responsible to put the Leased Premises and equipment back to their original condition. Depreciation and wear from ordinary use for the purpose for which the Leased Premises were let need not be restored; however, any repair for which the Lessee is responsible shall be completed to the latest practicable date prior to such surrender. B Except as otherwise provided in this Lease Agreement, the equipment, and other personal property bought, installed, erected, or placed by Lessee in, on, or about the DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 10 Leased Premises shall remain the property of Lessee. Lessee shall have the right at any time during the Term of this Lease, or any renewal or extension hereof, to remove any and all such property from the Airport, subject, however, to Lessee’s obligation to repair all damage, if any, resulting from such removal. Any and all property not removed by Lessee prior to the expiration or termination of the Lease shall thereupon become a part of the land on which it is located and title thereto shall vest in Lessor. C. Should Lessee fail to remove Lessee’s aircraft or other property from the Leased Premises upon the expiration or termination of this Lease with the permission of Lessor and without renewal of the Term, such holding over shall not be deemed as a renewal or extension of this Lease, but shall create a tenancy from month-to-month that may be terminated at any time by Lessee or Lessor upon thirty (30) days written notice to the other party. Such holding over shall otherwise be on the same terms and conditions of this Lease except that Lessee agrees to pay the sum of seven hundred, fifty dollars ($750.00) per month as Rent until the aircraft and other property of the Lessee are removed from the formerly Leased Premises. For purposes of this provision, the Rent shall not be prorated and any period up to and including thirty (30) days shall be deemed to be a month. D. Lessee further agrees to pay reasonable attorney’s fees for collection of aforesaid holdover Rent or to compel removal of Lessee’s aircraft or property from the Leased Premises after the expiration or termination of the Lease. E. Upon the expiration or termination of this Lease Agreement, Lessor shall have the right to enter upon and take possession of the Leased Premises, with or without process of law, without liability for trespass. SECTION SEVENTEEN ACCESS BY LESSOR During the term hereof, the Lessor shall have the right to access said Hangar and the Leased Premises at any or all reasonable times with or without notice to Lessee. SECTION EIGHTEEN ASSIGNMENT AND SUBLETTING Lessee shall not, at any time, assign its rights under this Lease Agreement without the prior written consent of Lessor which consent Lessor may withhold at its sole discretion. No assignment shall release Lessee from its obligations under the Airport Rules and Regulations, Airport Minimum Standards, or this Lease and its obligations to pay any and all of the rentals and charges set forth herein. SECTION NINETEEN COSTS OF LITIGATION Lessee covenants and agrees that in case the Lessor shall, without any default on its part, be made a party to any litigation commenced by or against the Lessee with respect to the Leased Premises and/or improvements thereon, then the Lessee shall and will pay all costs and reasonable attorneys' fees which may be incurred by said Lessor in enforcing the covenants and agreements of this Lease. DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 11 SECTION TWENTY NATIONAL EMERGENCY In the event possession of the Leased Premises and the improvements thereon is assumed by the United States of America, or other authorized agency, under any emergency powers, the Rent due under this Lease shall abate for the period of such possession. In such event, Lessee shall not be responsible for any of the other covenants in this Lease until possession by the United States of America shall terminate. In the further event that Lessee shall be reimbursed by the United States of America or other authorized agency, for its assumption of possession, then the rental provisions of this Lease shall remain in effect; but provided further, however, that if said reimbursement is less than the amount of rental herein provided, the Lessee shall be required to pay to the Lessor only such amount of reimbursement as it shall receive from the United States of America or other authorized agency. SECTION TWENTY-ONE F.A.A. AND AIRPORT INSTRUMENTS The Federal Aviation Agency and Lessor are hereby granted the right and privilege by Lessor to place on and around the Leased Premises, without cost to the Lessor, whatever instruments and equipment Lessor or the F.A.A. deems necessary for operation of the Airport. SECTION TWENTY-TWO AERIAL APPROACH The Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction. Lessee shall not erect or permit to be erected, any building or other structure on the Airport. SECTION TWENTY-THREE SUBORDINATION This Lease shall be subordinate to the provisions of any existing or future agreement between the Lessor and the United States, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as condition precedent to the expenditure of federal funds for the development of the Airport. SECTION TWENTY-FOUR RESERVATIONS OF COUNTY A. It is understood and agreed that nothing herein shall be construed to grant or authorize the granting of an exclusive right to Lessee, except the exclusive right to use the Leased Premises subject to the rights of the Lessor specified herein. B. The Lessor reserves the right to further develop or improve the Airport as it sees fit, regardless of the desires or views of Lessee, and without interference or hindrance. C. Lessor reserves the right, but shall not be obligated to Lessee, to maintain and keep in repair the landing area of the Airport and all publicly owned facilities of the Airport, together with the right to direct and control all activities of Lessee in this regard. DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 12 D. There is hereby reserved to the Lessor, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Hangar, together with the right to cause said noise as may be inherent in the operation of aircraft, now known or hereafter used for navigation at, taking off from or operation on the Airport. E. Non-compliance with this Section shall constitute a material breach or default of this Lease, and in the event of such non-compliance, the Lessor shall have the right to terminate this Lease without liability therefore, or at the election of the Lessor or the United State or both of said governments, shall have the right to enforce judicially this section. SECTION TWENTY-FIVE DEPOSIT A. Lessee has deposited with Lessor the equivalent of one month’s rent, and outlined in Section 5 as a security deposit for the faithful performance of and compliance with all the terms and conditions of this Lease. Notwithstanding the provisions of Section 5 should Lessee fail to comply with each and every term and condition of this Lease Agreement, or if Lessee damages the Leased Premises and/or equipment furnished by Lessor to Lessee, then the amount deposited as security furnished may, at the option of the Lessor, be retained by Lessor as fixed, liquidated and agreed damages for payment of disbursement, costs and expenses that Lessor may incur in restoring and repairing said Leased Premises and/or equipment. The retention and holding of the security deposit for the payment of such costs, disbursements and expenses shall not in any manner release Lessee from any of the obligations herein assumed. All rights of Lessor to the deposited funds or securities shall be in addition to the right of Lessor to pursue any and all legal remedies available in the event said deposited funds or securities are insufficient to cover the payment of disbursements, costs and expenses that Lessor incurs by reason of the damages caused by Lessee; to enforce payment of any amount due; and to all other rights to which Lessor may be entitled under this Lease Agreement. B. If all terms and conditions are fully complied with by Lessee, then the security deposit shall be returned to Lessee within 30 days of surrender of the Leased Premises in a good state and condition, reasonable use and wear thereof excepted, at the expiration of this Lease Agreement. SECTION TWENTY-SIX ADDITIONAL CONDITIONS A. Lessee shall use the Leased Premised solely for general aviation storage and aircraft preventative maintenance purposes as hereinabove set forth, and in so doing shall enforce and comply with all applicable laws of the State of Colorado and the United States of America; rules and regulations of the County of Eagle; as well as any and all bureaus, department and agencies of said County, State of Colorado or United State of America, as they may be amended from time to time, including the provisions required by the Federal Aviation Administration attached hereto as Exhibit C and incorporated herein by this reference. In addition, all structures located upon the Leased Premises shall comply with the requirements of the Town of Gypsum, Colorado Building Code, Eagle County Regional Airport Rules and Regulations and any Eagle County Regional Airport Development Standards or other Guiding Documents of the Airport that may be in effect, including any DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 13 revisions or amendments thereto. Further, Lessee shall comply with all applicable regulations and rules concerning water and sanitation. Lessee further agrees not to use the Leased Premises for any unlawful purpose, or for any purpose that may constitute a nuisance. B. The Lease is for general aviation storage and aircraft preventative maintenance purposes and not for commercial use. A lease amendment would be required to conduct any commercial activity in the Leased Premises as well as compliance with the Minimum Standards for Commercial Aeronautical Activities. C. Lessee recognizes that from time to time during the term of this Lease Agreement it will be necessary for the Lessor to initiate and carry forward programs of construction, reconstruction, expansion, relocation, maintenance and repair in order that the Airport and its facilities may be suitable for the volume and character of air traffic and flight activity which will require accommodation, and that such construction, reconstruction, expansion, relocation, maintenance, and repair may inconvenience or interrupt operations at the Airport. Lessee agrees that no liability shall attach to Lessor, its officers, agents, employees, contractors, subcontractors and representatives by reason of such inconvenience or interruption, and for and in further consideration of the premises, Lessee waives any right to claim damages or other consideration D. It is agreed that, with respect to any aircraft stored in the Leased Premises, adequate access to, and maneuvering room in front of the Hangar will forever and at all times be protected during the Term of this Lease. E. Said Lessee further covenants and agrees that the Lessee will save harmless said Lessor at all times during the continuation of this Lease from all damages, claims, fines, penalties, costs and expenses whatsoever which may result from any Workman’s Compensation claims. F. Any notices or consent provided for herein shall be in writing and shall be delivered in person or mailed by certified or registered mail, return receipt requested, postage prepaid, to the party for whom intended at the address set forth below: LESSOR: Eagle County Attention: Aviation Director 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-2680 Facsimile: 970-328-2687 E-Mail: airportfinance@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 14 Facsimile: 970-328-8699 E-Mail: atty@eaglecounty.us LESSEE: Justin Nielsen Postal Box 1258 Gypsum CO 81637 justin@skylinemechanical.com 720-432-6115 Shelli Nielsen Postal Box 1258 Gypsum CO 81637 shelli@skylinemechanical.com 970-390-5201 Either party may change its address by written notice to the other party. Notices or consents are deemed to have been given effective of the date of delivery, if personally delivered, and as of the third day after mailing, if mailed. G. This Lease Agreement shall be construed under the laws of the State of Colorado. Any covenant, condition, or provision herein contained that is held to be invalid by any court of competent jurisdiction shall be considered deleted from this Lease Agreement, but such deletion shall in no way affect any other covenant, condition, or provision herein contained so long as such deletion does not materially prejudice Lessor or Lessee in their respective rights and obligations contained in the valid covenants, conditions, or provisions of this Lease Agreement. H. All amendments to this Lease Agreement shall be made in writing by mutual agreement by the parties and no oral amendments shall be of any force or effect whatsoever. I. The Lessor shall have no responsibility or liability to furnish any services to Lessee other than those specified in this Lease. The Lessee may negotiate with Lessor for additional services and may request and shall pay for such additional services, the considerations to be so negotiated. However, Lessee shall receive any services that are now or may hereafter be provided by the Lessor to other like Lessees under identical terms. J. Lessor shall have no responsibility or liability to remove the snow on and/or near the Hangar or the Leased Premises for the Lessee’s sole use and benefit. K. All the covenants, conditions, and provisions in this Lease Agreement shall extend to and bind the legal representatives, successors, and assigns of the respective parties hereto. L. Aircraft shall be kept movable in order to not block entry/egress by other aircraft. Other accommodation shall be made by Lessee for an aircraft that is not movable to provide ingress/egress by other aircraft in the Hangar. DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 15 M. This Lease Agreement constitutes the entire agreement between the parties. No statements, promises, or inducements made by any party to this Lease Agreement, or any agent or employees of either party, which are not contained in this written contract shall be valid or binding. N. It is specifically agreed between the parties executing this Lease Agreement that it is not intended by any of the provisions of this Lease Agreement to create in the public or any member thereof, third party beneficiary status in connection with the performance of the obligations herein. O. Either party's failure to enforce any provision of this Lease Agreement against the other party shall not be construed as a waiver thereof so as to excuse the other party from future performance of that provision or any other provision. P. In the event any portion of this Lease Agreement is found to be unconstitutional, illegal, null or void, by a court of competent jurisdiction, it is the intent of the parties to sever only the invalid portion or provision, and that the remainder of the Lease Agreement shall be enforceable and valid, unless deletion of the invalid portion would defeat the clear purpose of the Lease Agreement, or unless deletion of the invalid portion would produce a result inconsistent with the purpose and intent of the parties in entering into the Lease Agreement. Q. By entering into this Lease Agreement, Lessor does not waive governmental immunity or any of the protections available to it under Colorado law and further does not waive the limitations on liability which are provided to it under the Colorado Governmental Immunity Act, C.R.S. 24-10-101 et. seq. R. The Lessor’s financial obligations, if any, under this Lease Agreement are contingent upon sufficient appropriations and authorizations being made by Eagle County for the performance of this Lease Agreement in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). The County’s decision as to whether sufficient appropriations are available shall be accepted by the other parties to this Lease Agreement and shall be final. [Remainder of page left intentionally blank] DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 16 IN WITNESS WHEREOF, the parties hereto have executed this agreement on the year and date first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager LESSEE: By: _______________________________ Justin Nielsen By: _______________________________ Shelli Nielsen DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 17 EXHIBIT A LOCATION OF HANGAR DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 18 EXHIBIT B LOCATION OF LEASED PREMISES DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 0 Els: V ct DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 19 EXHIBIT C REQUIRED FAA PROVISIONS CIVIL RIGHTS NON-DISCRIMINATION 1. Lessee (also referred to herein as “COMPANY”) agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If COMPANY transfers its obligation to another, the transferee is obligated in the same manner as COMPANY. This provision obligates COMPANY for the period during which the property is used or possessed by COMPANY and the Airport remains obligated to the FAA. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. 2. During the performance of this Agreement, COMPANY for itself, its assignees, and successors in interest, agrees to comply with the following non-discrimination statutes and authorities: A. 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); B. 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); C. 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); D. 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; E. The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age); F. Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 20 G. The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 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); H. Titles II and III of the Americans with Disabilities Act of 1990, which 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 (42 USC §§ 12131 – 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; I. The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); J. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which 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; K. 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. at 74087 to 74100); L. 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). 3. COMPANY, including personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land, that (1) no person on the 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 DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 21 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 COMPANY will use the premises in compliance with all other requirements imposed by or pursuant to the list of non-discrimination acts and authorities, as enumerated in the preceding subsection. In the event of breach of any of the above nondiscrimination covenants, COUNTY will have the right to terminate this Agreement and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if the Agreement had never been made or issued. 4. During the performance of this Agreement, COMPANY, for itself, its assignees, and successors in interest, agrees as follows: A. Compliance with Regulations: COMPANY (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 contract. B. Nondiscrimination: COMPANY, with regard to the work performed by it during the Agreement, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. COMPANY 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. C. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by COMPANY 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 COMPANY of contractor’s obligations under this Agreement and the Nondiscrimination Acts and Authorities. D. Information and Reports: COMPANY 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 COUNTY or the FAA to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156 22 instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, COMPANY will so certify to COUNTY or the FAA, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of COMPANY’S noncompliance with the non-discrimination provisions of this Agreement, COUNTY will impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to, cancelling, terminating, or suspending this Agreement, in whole or in part. F. Incorporation of Provisions: COMPANY will include the provisions of this subsection in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. COMPANY will take action with respect to any subcontract or procurement as COUNTY or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if COMPANY becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, COMPANY may request COUNTY to enter into any litigation to protect the interests of COUNTY. In addition, COMPANY may request the United States to enter into the litigation to protect the interests of the United States. DocuSign Envelope ID: 2DD1EDFA-9C57-4DE6-B329-C479C23B2156