FEDERAL AVIATION ADMINISTRATION DEPARTMENT OF TRANSPORTATION
In re the Complaint of: JET CENTER PARTNERS, LLC Complainant-againstCOUNTY OF MONTROSE, COLORADO Respondent. Pursuant to Part 16 ofthe Federal Aviation Regulations DocketNo. 16-15-11

REPLY IN SUPPORT OF SUMMARY JUDGMENT Respondent County ofMontrose, Colorado ("the County"), by and through its undersigned counsel, hereby submits this Reply in Supp01t ofSummary Judgment. While the County categorically disagrees with the arguments made by Complainant Jet Center Pmtners, LLC ("JCP") in its Answerto Motion for Summary Judgment ("Answer"), filed October 9, 2015, per its Motion for Leave, the County addresses only three specific points relating to the Answer: (1) new evidence relating to the te1mination ofthe agreements between the County, MTJ, and Telluride Venture Pmtners, LLC ("TVP"); (2) the inapplicability ofthe federal standing doctrine of"capable ofrepetition but evading review" to Pmt 16 proceedings; and (3) the effect ofte1minating a contract onthe rights ofthe terminated pmty.

HRODEN\1743260.4ARGUMENT I. TVP HAS CONFIRMED THAT THE OPTION AGREEMENT BETWEEN IT AND THE COUNTY IS TERMINATED As discussed in detail in the County's Motion for Summary Judgment, the County has terminated both the MTJ FBO Agreement and the Montrose Regional Airpo11 Ground Lease ("TVP Lease"), which eliminates the principal grounds for JCP's Complaint. 

### (See Motion for Summary Judgment, pp. 3-4, 8, 10-11, 12, 13-14, 15-16,20, filed Sept. 16, 2015.) In its Answer to the County's Motion for Summary Judgment, JCP argued that, notwithstanding this action by the County, its Complaint should not be dismissed because the County allegedly "has not fully effectuated termination ofthe MTJ FBO Agreement and the TVP Ground Lease," because the "purpm1ed tetminations are actively contested by MTJ and TVP
.. . ." (Answer, p. 12, filed Oct. 9, 2015.) This same contention that MTJ and TVP are "actively contest[ing]" the termination of the MTJ FBO Agreement and the TVP Ground Lease also fmms a substantial part ofthebasis for JCP's arguments relating to its Second, FoUI1h and Fifth Causes ofAction. (Answer, pp. 15, 20-21.) Finally JCP argues that the structure ofthe Option Agreement between the County and TVP is also pat1 ofthe basis for its Sixth Cause ofAction. (Answer, pp. 22-23.) While the question ofwhether MTJ and TVP are "actively contest[ing]" the termination ofthe agreements should be inelevant in light ofthe law governing termination ofcontracts and specific performance discussed below, there is additional new evidence relating to the termination ofthe agreements. Specifically, on September 17, 2015, after the County filed its Motion for Summary Judgment, it received a letter from TVP stating that, because the County had terminated the TVP Lease, TVP also considers the Option to Purchase Land that accompanied the TVP Lease to be terminated as well. 

### (See Second Affidavit ofLloyd Arnold ("Second Arnold Aff. ") (attached hereto as "Exhibit B"), pp. 1-2,

**~** 4 & Exh. 4- Letter from Thomas J. Byrne to Bobbee J. Musgrave, Sept. 17, 2015, p. 1.) This is additional confirmation 2 HRODEN\ 1743260.4that TVP understands that the TVP Lease and option agreement are no longer in force. Moreover, on October 28, 2015, undersigned counsel received correspondence from counsel for Majestic Skies, LLC, who was a 50% owner in MTJ, acknowledging that the County had terminated the MTJ FBO Agreement. (Second Arnold Aff., p. 2,

**~** 6 & Exh. 

### 5- Letter from Michael B. Manes to Bobbee J. Musgrave, Oct. 28, 2015, p. 1). Lastly, as ofthe date this Reply is filed, no litigation has been filed by either MTJ or TVP against the County. (Second Arnold Aff., p. 2,

**~** 5). Thus, JCP's contention that the County is not in cunent compliance with its grant obligations because MTJ and TVP are purportedly "actively contest[ing]" the termination oftheir agreements with the County should be rejected. 

### II. NOTWITHSTANDING JCP's MISCHARACTERIZATIONS OF LAW, BASIC LEGAL PRINCIPLES SUPPORT SUMMARY JUDGMENT HERE In its Answer, JCP makes two critical mischaracterizations oflaw in an effort to generate grounds for denying the County's Motion for Summary Judgment. An accurate examination of the relevant law shows that JCP's arguments are not well-founded and that the law favors the County's position. A. The "Capable OfRepetition But Evading Review" Standing Rule Does Not Apply To Part 16 Proceedings JCP contends that the federal standing doctrine allowing Article III courts to review cases concerning activities that are "capable ofrepetition but evading review" applies to Part 16 proceedings before this Agency. (Answer, pp. 11-12.) 1 JCP then argues, notwithstanding that the County has terminated the allegedly unlawful agreements, thereby bringing it into cmTent

1The County notes that while the "capable ofrepetition but evadingreview" standing rule does not apply to this proceeding, even in Atticle III court proceedings the rule is a "narrow exception" to ordinmy standing rules. See Pharmachemie B. V. v. Barr Labs., Inc., 276 F.3d 627, 633 (D.C. Cir. 2002) (to satisfy this "naJTow exception," a patty must show that both that"I) the challenged action was in its duration too short to be fully litigated prior to its cessation or expiration, and (2) there was a reasonable expectation that the same complaining patty would be subjected to the same action again"). JCP failed to show in its Answer that there is a "reasonable expectation" ofthe County engaging in the same allegedly unlawful activities again.
3 HRODEN\1743260.4compliance with grant assurance obligations (ifit was ever in violation in the first place, which the County strenuously disputes), that this agency should still review the agreements for alleged violations. (!d.) However, JCP, cites no authority, whether from the FAA itselfor any federal court reviewing decisions ofthe FAA, applying the "capable ofrepetition but evading review" doctrine to a Part 16 proceeding. In fact, the "actions capable ofrepetition but evading review" standing doctrine is obviously incompatible with the FAA's well-established cunent compliance doctrine, which emphasizes an examination ofwhether the cutTent state ofaffairs complies with grant assurances rather than whether past violations may have occmTed and been cured. DrakeAerialEnterprises, LLCv. City of Cleveland, DocketNo. 16-09-02, 2010 WL 691303 (F.A.A. Feb. 22, 2010) is an excellent example ofhow the current compliance doctrine is applied to Part 16 proceedings in a manner that precludes application ofthe "capable of repetition but evading review" doctrine. In Drake, the respondent had originally allowed the complainant aerial banner towing company to operate from its airpmt, but three years later the respondent changed its position and baned towing operations. See 2010 WL 691303 at *1. The respondent then changed position again a year later and invited the complainant to resume operations, but the complainant declined to do so because it considered the respondent's conditions for access to be unreasonable. 

### ld. Later, the complainant approached the respondent about again resuming operations from the airport, butthe respondent denied the complainant
access to the airpmt. See id. at *2. The complainant then filed a Part 16 complaint based in part
on the denial ofaccess. See id. at *9. In its answer to the complaint, the respondent stated that it had "reviewed its position" and was now going to offer the complainant access to the airpmt on a limited basis. 

### !d. The terms ofaccess were for a mere "60 cumulative days ofbanner towing" while the respondent "pursue[d] permanent legislation to authorize and regulate banner towing" at the airpmt. !d. at 

## *10. No actual legislationhad been introduced by the respondent at that
4 HRODEN\1743260.4time, but rather the respondent was "prepared to submit the necessary legislative drafts" upon the
occurrence ofother contingencies. See 

### id. at 

## *14. The complainant replied that the respondent's change in position was both insufficient on
a going forward basis because it was purely reactive to the filing ofthe Part 16 complaint and because it did nothing to remedy past discrimination. See id. at 

## *11-12. The director rejected these arguments, stressing that it was the respondent's "last offer or negotiating posture" that was relevant in determining whether the respondent was in compliance, not the "speculative" claim that, butfor the filing ofthe Part 16 complaint, the respondent would have continued to discriminate againstthe complainant. See id. Thus, because in its answer the respondent had offered the complainanttemporary access to the airport and a possible legislative solution, the Director concluded the alleged grant assurance violations relating to the denial ofaccess were sufficiently cured for the respondent to be deemed to be in cunent compliance. See id. at 

## *12
. Drake could not have reached the result that it did ifthe "capable ofrepetition but evading review" doctrine applied to FAA Part 16 proceedings. The respondent's behavior of repeatedly changing its position prior to litigation and seemingly relenting only after the filing of
a complaint, but without having actually made a permanent legislative change, is precisely the form ofbehavior that would likely present an "action capable ofrepetition but evading review." See FECv. Wisconsin Right to Life, Inc
., 551 U.S. 449, 462 (2007) (the doctrine "applies where (1) the challenged action is in its duration too shmt to be fully litigated prior to cessation or expiration, and (2) there is areasonable expectation that the same complaining patty will be subject to the same action again.") (internal quotation marks omitted). Drake is not an isolated case. The current compliance doctrine was applied to dismiss pmt ofa Patt 16 action in U.S. Aerospace, Inc. v. Millington MunicipalAirportAut

### h., Docket No. 16-98-06, 1998 WL 1083384 (Director's Determination) (F.A
.A. Oct. 20, 1998), despite an
5 HRODEN\ 1743260.4obvious risk ofrepetition, in a factually analogous situation to that alleged by JCP here
. In US. Aerospace, a complainant that wished to become a full service FBO at the respondent's airport brought a Part 16 action partially onthe grounds that the respondent had effectively granted exclusive rights to an incumbent FBO through numerous privileges that were granted to the incumbent and not granted to other airpmi tenants. See 1998 WL 1 083384 at 

## *13. The Part 16 complaint was filed on February 26, 1998. 

### !d. at *5. In April 1998, approximately two months after the filing ofthe complaint, the respondent terminated the incumbent's lease and directed the incumbent to vacate the airpott. 

### !d. at 

## *10. In its pleadings to the FAA, the respondent did not deny that it had given the incumbent favorable treatment in a number ofregards, but "stated that it is in the process ofremedying the situation by terminating the contract with" the incumbent FBO and that the incumbent FBO had been evicted. 

### !d. at 

## *14. In his ruling, the Director noted that the past conduct was potentially questionable, but emphasized that the "FAA's objective in the Part 16 process is notto punish past noncompliance" and that "Patt 16 is not intended as a means for a complainant to obtain redress for perceived injuries." 

### ld. Rather, because ofthe focus on current compliance, the director noted that "the eviction effectively terminated any exclusive right that might have been granted" to the incumbent and that, because the respondent's agreement with the incumbent had been tetminated it was "unnecessary to make a definitive ruling on the issue in this case ...." 

### !d. As with the result in Drake, this outcome in US. Aerospace would not have been likely under the "capable ofrepetition but evading review" doctrine that JCP urges the agency to now follow. The US. Aerospace respondent only terminated the offending lease after a Patt 16 complaint was initiated against it and there was no indication that the respondent had been rendered permanently incapable, whether by law or physical circumstances, ofgiving discriminatorily favorable treatmentto another FBO in the future.

6 HRODEN\1743260.4In the instant case, JCP is unable to dispute that the County has tetminated all ofthe agreements that JCP complains ofand that MTJ and TVP have no ongoing business relationship with the County
. (See Motion for Summary Judgment, pp. 2-4.) Assuming, arguendo, that any grant assurance violations could have arisen from the agreements with MTJ and/or TVP, the termination ofthe agreements and the lack ofany otherbusiness relationships with those pa1ties puts the County in substantially the same position as the respondent in US. Aerospace and JCP's claims should accordingly be dismissed pursuantto the cunentcompliance doctrine. B. Once A Contract Is "Terminated" Parties No Longer Have Rights Under The Contract, Absent A Purely Hypothetical And Highly Unlikely Award Of Specific Performance In its Answer, JCP also tries to avoid the current compliance doctrine by arguing that grant assurance violations may still be deemed to be ongoing because MTJ and TVP purportedly have "actively contested" the termination ofthe agreements, thereby creating a risk of"future litigation." (Answer, pp. 12, 14-16, and 21.) This argument fails in three major regards. First, as a matter ofblack letter law: When a contract is terminated, even wrongfully, there is no longer a contract- 'no contract' -no duty to perform and no right to demand performance, unless specific performance is sought, which it is not here; there is only a right to seek and a duty to pay damages caused by the termination. Horwitz-Matthews, Inc. v. City of Chicago, 78 F
.3d 1248, 1251 (7th Cir. 1996) (emphasis added)
. Thus, it is irrelevant ifMTJ and TVP disagree with the County's decision to terminate its agreements with them

- the agreements are terminated and MTJ and TVP as a matter oflaw
no longer have any rights under those agreements unless and until such time as they successfully persuade a comt to grant them specific performance ofthose agreements. Second, as ofthe filing ofthis Motion, neither MTJ nor TVP has commenced any litigation against the County for any reason, let alone to seek specific performance ofthe various terminated agreements. (Second Arnold Aff
., p. 2,

**~** 5
.) And TVP's acknowledgment that the 7 HRODE N

\1743260.4option agreement between it and the County has also been terminated as a consequence ofthe TVP Lease beingterminated suggests that TVP is not likely to pursue such litigation in the future. Finally, even ifMTJ and/or TVP were to decide that they wished to pursue suits against the County demanding specific performance ofthe agreements, it is unlikely that they would be successful in such a course ofaction. Both agreements were made subject to Colorado law. (Complaint, pp. 4-5,

**~** 8(a)-(b), Exh. E- MTJ FBO Agreement, p. 25, § 10.05 & Exh
.F- TVP Lease, p. 13, art. XIV.I.) "Colorado comts generally disfavor specific performance, and prefer to allow parties to breach their contracts and face the ensuing consequences." CollectACheck, Inc.
v. Check Collection & Recovery, Inc
., Case No. 09-CV-00186, 2009 WL 1279329, *4 (D. Colo
. May 6, 2009) (collecting Colorado cases). Specific performance is especially disfavored for complex, long-term contracts that would require continuing supervisionby a comtto enforce. SeeAntero & Lost ParkReservoir Co. v. Lowe, 194 P. 945, 955-56 (Colo. 1920) ("Contracts which by their terms stipulate for a succession ofacts, whose performance cannot be consummated by one transaction, but will be continuous, and require protracted supervision and direction, with the exercise ofspecial knowledge, skill, orjudgmentin such oversight, are not, as
a rule, specifically enforced.")
. Both the MTJ FBO Agreement and the TVP Lease were expressly long-term contracts: the MTJ FBO Agreement was for a preliminary term of20 years with options for two, ten-year extensions (Complaint, p. 4,

**~** 8(a), Exh
.E, p. 2, §§ 1.01 & 1.02), while the TVP Lease was for a preliminary term of30 years with options for two, ten-year extensions (Complaint, p. 5,

**~** 8(b), Exh. F, p. 3, art. IV.A-B). And both contracts are complex agreements that would require continuing supervision ofprecisely the sort that theAntero court warned against. See 194 P. at 955-56. Further, the owners ofMTJ, which was the entity that the County approved to develop a
8 HRODE N

\1743260.4second FBO at the Montrose Regional Airport, have changed withoutprior approval ofthe County. (Second Arnold Aff., p. 2,

**~~** 6-7.) Underthe MTJ FBO Agreement, any change in the ownership ofMTJ constitutes an assignment ofthe agreement, and thus prior written approval from the County was required for the transaction. 

### (See Complaint, p. 4,

**~** 8(a) & Exh. E, p. 23, § 9.01.) The County has the right to reject any attempt to assign the MTJ FBO Agreement ifit has "reasonable and verifiable concerns regarding the assignee's ability, based on experience and financial strength, to operate the FBO as a going concern." (!d.) As the County has learned that the change in ownership has the effect ofincreasing the ownership share ofMTJ held by the prior owners ofJetAway, and given the County's priorexperience with those individuals, the County will not agree to an assignment ofthe MTJ FBO Agreement. (Second Amold Aff., p. 2,

**~** 8.) Consequently, even ifMTJ or TVP were to pursue litigation against the County and demand specific performance ofthe agreements, it is unlikely that they would be granted such relief. JCP's contentionthat MTJ and TVP are allegedly "actively contest[ing]" their termination is not only false but irrelevant to the question ofwhether the County is in violation ofany grant assurances as MTJ and TVP no longer have any rights under the terminated agreement and are extremely unlikely to recover such rights via (presently non-existent and completely hypothetical) litigation. CONCLUSION The additional evidence received by the County after its filing ofthe Motion for Summary Judgment fmiher establishes that summaryjudgment is appropriate in this case. Meanwhile JCP's desperation to salvage its case has led 

### itto significantly mischaracterize the applicable law. The cunent compliance doctrine requires dismissal ofJCP's Complaint as the County has te1minated the agreements that were the basis for JCP's claims, MTJ and TVP are
9 HRODEN\1743260.4extremely unlikely to ever be able to asseti rights under those agreements in the future, and there is no legal basis for JCP's contention that the "capable ofrepetition but evading review" doctrine applies to Part 16 proceedings. The Complaint should be dismissed. Respectfully submitted this 30111 day ofOctober, 2015.

HRODEN \1743260.4 Bobbe
.Musgrave, olo. Reg
. # 12440 Stephen D. Rynerso , Colo. Reg. # 34825 1700 Lincoln Street, Suite 4100 Denver, Colorado 80203-4541 Special Counsel to the Boardof County Commissioners of the County ofMontrose, Colorado Montrose County Attorney's Office Carolyn Clawson, Colo. Reg. # 19717 Deputy County Attorney 161 S. Townsend Ave. Montrose, CO 81401

10CERTIFICATE OF SERVICE I hereby cetiify that on this 301hday ofOctober, 2015, a true and conectcopy ofthe foregoing document was served upon the following persons at the following address via Federal Express and e-mail: Office ofthe ChiefCounsel Attention: FAA Pati 16 Airport Proceedings Docket, AGC-610 Federal Aviation Administration 800 Independence Ave., S.W. Washington, D.C. 20591 E-mail: 9-AWA-AGC-Pati-16@faa.gov (1original and 3 copies)
Leonard D. Kirsh Shelley A. Ewalt McBreen & Kopko 500 Nmih Broadway Jericho, New York 11759 E-mail: LKirsch@mklawnyc.com SEwalt@mklawnyc.com 

### Complainant's Counsel (1 copy)

HRODEN\1743260.4 II

# Exhibit BFEDERAL AVIATION ADMINISTRATION DEPARTMENT OF TRANSPORTATION
In re the Complaint of: JET CENTERPARTNERS, LLC Complainant-againstCOUNTY OFMONTROSE, COLORADO Respondent. Pursuantto Part 16 oftheFederal Aviation Regulations DocketNo. 16-15-11

SECOND AFFIDAVIT OFLLOYD ARNOLD STATEOFCOLORADO ) ) ss. CITY AND COUNTY OF MONTROSE ) I, Lloyd Arnold, first beingduly sworn, state as follows: 1. I am overthe age ofeighteen years. The statements contained inthis Affidavit arepersonallyknown to me and are true. I am competentto testify about anyofthematters contained herein. 2. I am the DirectorofAviation for theMontrose Regional Airport for Montrose County, Colorado ("the County"). I have held that position since December 10, 2007. In that position, I am responsible for all aspects ofmanagingtheAirport, including ensming that the Airport operates in a safe and efficientmanner, and that it complies with all federal, state and local statutes, rules and regulations. As Director ofAviation I assist in negotiating contracts with vendors at the Airport, and personallypatticipated in the negotiating ofcontracts with Majestic Skies, LLC, MTJ FBO Partners ("MTJ") and Telluride Venture Partners ("TVP"). 3. Priorto the groundbreaking ceremony conducted by MTJ on May 11,2015, the Countywas told both in writing and orallythat the owners ofMTJwere companies ownedby Larry Danielle and Charles Horning. Atthe gtoundbreaking I was informed for the first time that Steve Stuhmer and Michael Girdnerhad some role inMTJ. 4. On September 17, 2015, the Countyreceived a letterfrom counsel for TVP statingthat, due to the termination ofthe Montrose Regional Airport Ground Lease ("TVP Lease"), TVP consideredthe option agreement that accompaniedthe TVP Leaseto be

HRODEN\1743644.1terminated. A true and accurate copyofthatletter from Thomas J. Byrneto Bobbee J. Musgrave, dated September 17, 2015, is attached as Exhibit 4 to this Affidavit. 5. As ofthe date ofthis Affidavit, neither MTJ norTVP has filed a suitin any local, state orfederal court namingthe County as a defendant for anypurpose, whetherrelating to the MTJ FBO Agreement, TVP Lease, orotherwise. 6. On October28, 2015, the Countyreceived aletter from counsel for Lawrence Danielle and Majestic Skies, LLC ("Majestic") stating that Mr. Daniellehad transferred any interestheldbyhimself, Majestic, and FourD'sMontrose, LLC ("Four D's")in MTJ to TVP and TSG Asset Holdings, LLC ("TSG") as well as assigningto thoseparties any interestthat Mr. Danielle, Majestic, orFourD'sheld inthe MTJFBO Agreement. A true and accurate copy of that letterfrom Michael B. Manes to BobbeeJ. Musgrave, dated October 28, 2015, is attached as Exhibit 5 to this Affidavit. 7. The Countywas unaware ofthe assignment and transfer ofownership from Mr. Danielle, Majestic, andFourD's to TVP and TSGprior to the assignment and transfer occurring and the Countydid not authorize eitherthe assignment or transfer ofownership as required by Section 9.01 ofthe MTJ FBO Agreement. 8. At leasttwo ofthe individuals involved inthe ownership and operationofTVP, Michael Girdner and Steve Stuhmer, were formerly involved in the ownership and operation of JetAwayAviation LLC ("JetAway"). JetAway has a lengthy adversarial history with the County and was found in priorlitigation to have committednumerous violations ofairportregulations whileunder the ownership and management ofGirdner and Stuhmer, respectively. Based on the July 2, 2009 Director'sDetermination, which says that an airport sponsorhas theright to protect itselffrom thepossibility offuture costly and frivolous litigation, it is myunderstandingthatthe Airportis notrequired to dobusiness with individuals who have sued them on numerous occasions. FURTHERAFFIANT SAYETH NAUGHT. Dated this

### ).J2 dayofOctober, 2015



# ~d~ Lloyd Arnold SUBSCRIBED and SWORNto beforemethis 

## 1£.2 day ofOctober,2015, by

NotaryPublic My commission expires: 

### C>"6/a'-'I / Z.o 1'3



### 2 HRODEN\1743644.1

# Exhibit 4

### BYRNE, KIELY & 

### WHITE,LLC ATTORNEYS AT LAW THE CHANCERY SUITE 1300 THOMAS J, BYRNE 1120 LINCOLN STREET ALSO ADMITTED IN NEWYORK AND CALIFORNIA DENVER, COLORADO 80203

Bobbee

### J. Musgrave Bryan Cave LLP 1700 Lincoln Street, Suite 4100 Denver, Colorado 80203-4541 TELEPHONE: (303) 861-5511 FACSIMILE: (303) 861-0304 September 17,2015 • JOSEPH A. KIELY (1944-1992)

Re: Montrose Regional Airport GroundLease, Optionto Purchase Land DearBobbee: Since the County has terminated the Montrose Regional Airport Ground Lease between TellurideVenture Partners, LLC andthe County ofMontrose for the reasons stated in your letter to me dated September 1, 2015, the Optionto Purchase Land incorporated into the Ground Lease and attached thereto as ExhibitB is necessarily also terminated, atleastfor so long as the Ground Lease is terminated. Verytruly yours, BYRNE, KIELY & WHITE, LLC



# Tho~~~ TJB/ale

# Exhibit 5LAW OFFICES 

### MICHAEL B. MANES, P.A. 950 S. PINE ISLAND ROAD, SUITE A-150 PLANTATION, FLORIDA 33324 MICHAEL B. MANES E-MAIL: michael@maneslegal.com 

### October 28, 2015 Via email: bobbee
.musgrave@bryancave.com Bobbee J. Musgrave Bryan Cave LLP 1700 Lincoln Street, Suite 4100 Denver, Colorado 80203-4541 Re: MTJ FBO Partners, LLC Dear Bobbee, TEL (954) 523-1844 FAX (954) 474-4159



### This will confirm that after Montrose County rescinded the FBO Agreement and lease of the One Creative Place property, resulting in the termination of the FBO Agreement and the property being taken off airport, the litigation instituted by Lawrence Danielle as the owner of Majestic Skies, LLC and Four D's Montrose, LLC, between the members of MTJ FBO Partners was settled on September 18, 2015, and the litigation was subsequently dismissed. As part of the settlement, Lawrence Danielle, Majestic Skies, LLC and Four D's Montrose, LLC assigned its interest, if any, in MTJ FBO Partners, LLC and the rescinded FBO agreements and ground leases to Telluride Venture Properties, LLC and TSG Asset Holdings, LLC. Should you need anything further, please feel free to contact me. Best regards, MICHAEL B. MANES, P.A.

· Michael Manes

MBM/dbm C: Lawrence Danielle