### FEDERAL AVIATION ADMINISTRATION DEPARTMENT OF TRANSPORTATION

In re the Complaint of: JET CENTER PARTNERS, LLC,

Complainant

-against

COUNTY OF MONTROSE, COLORADO,

Respondent. Pursuant to Part 16 of the Federal Aviation Regulations Docket No. 16-15-11

JET CENTER PARTNERS, LLC’S ANSWER TO THE COUNTY’S MOTION FOR SUMMARY JUDGMENT

Complainant Jet Center Partners, LLC (“JCP”), by and through its undersigned counsel, and pursuant to 14 CFR § 16.26(c)(3), hereby submits its Answer to the Motion for Summary Judgment filed by Respondent County of Montrose, Colorado (the “County”). Rather than respond to concerns raised in JCP’s Part 16 Complaint, the County has brought a Motion for Summary Judgment asserting that the County’s purported termination of the MTJ FBO Agreement based on MTJ’s breaches of that Agreement and the County’s purported termination of the Telluride Venture Partners, LLC (“TVP”) Ground Lease based on its interrelationship with the MTJ FBO Agreement causes all of the grant assurance violations identified in the Part 16 Complaint to become either (i) not “ripe” because the breaches and resulting declarations of termination occurred before MTJ began to actually provide FBO services, or (ii) moot because the County has notified MTJ and TVP that it is terminating the

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Agreements as a consequence of MTJ’s breaches. For the reasons expressed below, JCP opposes the County’s Motion. STANDARD FOR SUMMARY JUDGMENT JCP concurs with the County’s identification of the standard to be applied when ruling on the County’s Motion for Summary Judgment. All factual assertions contained in JCP’s Part 16 Complaint must be deemed as true for purposes of this Motion. Moreover, those factual allegations are accurate. However, the County bears the burden of proof to establish current compliance and all other affirmative defenses on which it relies. Drake Aerial Enterprises, LLC v. City of Cleveland, FAA Docket No. 16

-09

-02 (Director’s Determination) (February 22, 2011)
at 9. STATEMENT OF ADDITIONAL MATERIAL FACTS In addition to the facts and evidence submitted in connection with JCP’s Part 16 Complaint, JCP offers the following critical subsequently

-obtained information: 1. It appears from the County’s pleading and the Affidavit of Lloyd Arnold that the letter asserting the MTJ FBO Agreement had been terminated was sent on August 19, 2015. The termination letter references previous correspondence on the subject. The August 19, 2015 termination letter was delivered after the pre

-Complaint resolution efforts described in paragraph 15 of JCP’s Part 16 Complaint and before the Complaint was served and filed. However, contrary to its conferral obligations, the County failed to share the letter or any of the issues discussed in the letter with JCP or JCP’s counsel. 2. The County’s decision to conceal the existence of the termination letter during the conferral process is consistent with the implied message in the termination letter. That letter
states that the “current MTJ FBO Agreement is terminated” (emphasis supplied). The

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termination letter also notes that the conduct which gave rise to the declaration of termination gives “the Commissioners significant pause as to whether it is prudent to enter into any business relationship with any of your clients in the future.” (Exhibit 1 to Affidavit of Lloyd Arnold.) 3. In fact, the County’s purported termination of the MTJ FBO Agreement was not publicly announced until September 4, 2015, after its hand was forced due to the local newspaper’s publication ofa story about litigation brought by Majestic and a related entity who was one of the members of MTJ FBO Partners, LLC (“MTJ”). The suit was against Telluride Venture Partners, LLC (“TVP”), Telski Aviation, LLC, Stephen Stuhmer, and Michael Girdner (principals of JetAway and One Creative Place). The Complaint in that suit referenced the County’s termination of the MTJ FBO Agreement. The County then issued a press release announcing for the first time that it had taken action to terminate the MTJ FBO Agreement. A copy of the article in theMontrose Daily Press describing the Majestic lawsuit is attached as Exhibit HH. A copy of the Complaint which gave rise to the article is attached as Exhibit II

. Finally, a copy of theMontrose Daily Press article on termination of the MTJ FBO Agreement, which ran the same day, is attached as Exhibit JJ

. 4. According to an article appearing in the October 2, 2015 edition of theMontrose Daily Press, the above

-described suit was dismissed. A copy of that article is attached as Exhibit KK

. 5. JCP has also recently learned that there was additional correspondence between the County and MTJ that is material to the ripeness and mootness questions but not included in the attachments to the Affidavit of Lloyd Arnold. That additional correspondence includes a July 7, 2015 letter from the County’s attorney to MTJ which references, among other things, discovery of misrepresentations by MTJ. A copy of that letter is attached as Exhibit LL. It also

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includes a July 24, 2015 letter from the County’s counsel to MTJ laying out additional violations and referencing conversations with counsel for MTJ. A copy of that letter is attached as Exhibit MM

. Exhibit NN is a copy of a July 31, 2015 letter from counsel for MTJ asserting the

right to cure defaults by August 23, 2015. Exhibit OO is a copy of an August 7, 2015 letter from counsel for the County disputing MTJ’s right to cure and inviting voluntary withdrawal from the MTJ FBO Agreement. Exhibit PP is a copy of the August 13, 2015 response from counsel for MTJ to the foregoing communication. Exhibit QQ is a copy of the August 21, 2015 response by counsel for MTJ to the County’s August 19, 2015 declaration of termination. As can be noted, MTJ’s August 21, 2015 letter contests the validity of the termination and asserts that the attempt to terminate constitutes a breach of contract. Exhibit RR is a copy of an August 24, 2015 letter from counsel for the County to Counsel for MTJ regarding an “EMERGENCY SITUATION AT THE MONTROSE REGIONAL AIRPORT” occasioned by MTJ’s acts and omissions. Among the concerns expressed in the County’s August 24, 2015 letter are the security and safety breach that will occur if, as threatened, MTJ’s vendor removes temporary perimeter security fencing because of MTJ’s failure to pay the vendor and the failure to complete needed reclamation of the ground and site that supports taxiways E6 and ECHO. Finally, attached as Exhibit SS is a copy of the County’s September 9, 2015 letter to counsel for MTJ declaring the Ground Lease for the MTJ Additional Site (as described in the Part 16 Complaint) to also be terminated. ARGUMENT

I. THE COUNTY’S RIPENESS AND MOOTNESS ARGUMENTS FAIL WITH RESPECT TO ALL CAUSES OF ACTIONS. The arguments advanced in the County’s Motion for Summary Judgment are contrary to the FAA’s role in connection with the Airport Compliance Program and to the purpose of Part 16 actions. TheNorthwest Airlines case on which the County relies is instructive.Northwest

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Airlines, Inc., et al. v. Indianapolis Airport Authority, et al., FAA Docket No. 16

-07

-04 (Decision and Order) (October 27, 2009). That order, consistent with other FAA precedent, establishes the following principles:

(i) The FAA has a statutory mandate to ensure that Airport sponsors comply with grant assurances made in connection with receipt of federal funding for their airport; (ii) The Airport Compliance Program monitors the administration of valuable rights to ensure that Airport sponsors are serving the public interest as opposed to advancing some other agenda, whether well

-intentioned or not; (iii) The FAA Compliance program is designed to achieve voluntary compliance. Consequently, the FAA will consider any cure of past violations or alleged violations.Id. at 10. However, the operative word in the context of voluntary compliance is “cure.” If a sponsor has not cured or even attempted to cure the alleged violation, it has not addressed, much less voluntarily complied with, the concerns which give rise to the Part 16 Complaint; and (iv) Where the FAA “perceives the potential for a future violation, it typically provides appropriate guidance. This is consistent with the role and responsibility of the FAA to provide prudent advice and counsel to assist airport owners in achieving voluntary compliance under the FAA Compliance Program. Such advice is primarily geared toward assisting airports in understanding the nature of their obligations under their grant assurances and other applicable federal laws . . . the Airport Compliance Divisions’ role in providing education and advisory services is addressed in FAA Order 5190.6B in Chapter 2, pp. 21

-23.”Id. at 10.

### 6

Application ofthese principles to the County’s Motion for Summary Judgment leads inescapably to the conclusion that the motion must be denied with respect to all of JCP’s causes of action. As an initial matter, JCP’s claims are ripe because the Agreements at issue were executed and the County and MTJ were undertaking acts and incurring expenses pursuant to those Agreements. Aircraft Management Services, Inc. v. Santa Rosa County, Florida, FAA Docket No. 16

-12

-02 (Director’s Determination) (March 27, 2015) at 18

-19 (denying a Motion to Dismissbased on the Respondent’s contention that damages have not yet been suffered so the claim is “premature”). Second, JCP’s claims should not be dismissed as moot because the County has not met its burden in establishing it has taken actions to bring itself into current compliance with grant assurance obligations and, in any event, guidance from the FAA remains necessary given the ongoing nature of the violations and the strong likelihood the County will repeat the challenged conduct. Additional, claim

-specific refutations of the County’s Motion are presented in Section II. A. Ripeness. The County attempts to invent a rule that does not exist

– namely, that a Part 16 action cannot be brought unless there is a showing that damages already have been incurred. The County cites no authority for this proposition, because there is none. As noted above, the Director specifically rejected a similar argument inAircraft Management Services. The ripeness issue was analyzed in terms of both whether the Complainant was directly and substantially affected by the lease agreement into which the Respondent had entered and whether the pleadings present a “structured argument concerning the alleged grant assurance violations which are clearly articulated and referenced.” Examined in that light, the Director concluded that the Complainant had stated a claim within the

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framework of the grant assurances and Part 16 that is sufficient for review even though financial impact had not yet been suffered

. Id. at 19. In fact,Northwest Airlines, Inc. v. Indianapolis Airport Authority, the case on which the County relies most heavily to support its ripeness argument, actually stands for the proposition that the instant dispute is ripe for FAA review even though the identified damage has not yet been suffered. The Respondents inNorthwest Airlines submitted Answers on the merits. In its Answer, the Indianapolis Airport Authority contended that because of an impending switch to fixed landing

-fee rights for the balance of the existing Agreement, the credit

-related increase in dispute may never occur. It also argued that the Complainants had not met their burden of proof

of establishing that similar terms and conditions were requested and denied without adequate justification. The FAA rejected the Authority’s arguments, noting “the Complainants base their arguments on known facts in Amendment No. 3 and the Lease Agreement; these are documents that will determine if the Authority violated its grant assurances. There is a sufficient record to proceed with the Part 16 proceeding.” Northwest Airlines, Inc., at 16

-17. The reason that theNorthwest Airlines case was determined to not be reviewable at the time was that the “Authority has agreed not to apply the Credit during the term of the Lease Agreement which expires on December 31, 2010.”Id. at 28

-29. That agreement effectively mooted the dispute for the time being. The Final Decision and Order in theNorthwest Airlines case confirmed that the reason the Authority was deemed to be currently compliant was that, in order to allow the parties time to address the potential grant assurance effect of the agreement at issue, the Authority agreed after the filing of the Part 16 Complaint “to freeze at 2008 levels the landing fee rates chargeable to the signatory airlines until the Airport Use Agreement at

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Indianapolis International Airport (IND) expires.” Northwest Airlines, Inc. v. Indianapolis Airport Authority (Final Decision and Order) at 1, 15. The County’s reliance on theAshton v. City of Concordcase as support for its ripeness contention is similarly misplaced. The actual decision made in the Director’s Determination on the Ashtons’ Economic Discrimination against Owners of Small Aircraft contention was that “this issue in the instant complaint appears to re

-litigate this matter. In fact, the Complainants’ argument is qualitatively the same as presented in Kent J. Ashton’s first complaint.” Ashton v. City of Concord

, FAA Docket 16

-02

-01 (Director’s Determination) (August 22, 2003) at 30. The footnote to which the County makes reference says only that even if there material differences in circumstances from the first adjudication, the Complainants could not meet the “directly and substantially affected” test because they aren’t tenants nor on a waiting list to become tenants. Id. It bears mention that the Final Decision and Order in theAshton matter describes the Director’s decision on this issue as being that the contention has already been addressed in a previous complaint filed by Kent J. Ashton. Ashton v. City of Concord , FAA Docket 16

-02

-01 (Final Decision and Order) (February 27, 2004) at 4. Furthermore, the County misunderstands the purpose ofthe ripeness component of the current compliance doctrine. The instant Part 16 Complaint was not based on any theoretical future events. It was based on contracts that had been approved and signed. JCP did not engage in pre

-Complaint resolution efforts or bring the instant Part 16 Complaint untilafter the County had entered into binding contractual obligations to provide benefits to MTJ that violate federal grant assurances. In fact, the pre

-Complaint resolution efforts in the Part 16 Complaint came

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after the County sponsored a May, 2015 groundbreaking ceremony that marked the initiation of MTJ’s preparatory work for operating an FBO at the JetAway Site.2 

### If the FAA is to be afforded the opportunity to effectively implement its voluntary compliance role, grant assurance issues need to be presented as soon as arrangements that violate grant assurances become binding. It makes no legal or policy sense to adopt the County’s position that a situation is not “ripe” for examination of grant assurance violations until the favored party has incurred all of the costs in connection with the contested arrangement and has begun fuel sales. That is especially true where, as here, the grant assurance violation issues can be clearly understood from the language of the subject contracts and framed in a manner that enables meaningful FAA review. Cf. AircraftManagement Services, Inc. v. Santa Rosa County, Florida, supra; XL Specialty Ins. Co. v. Westmoreland Coal Co., 2006 U.S. Dist. LEXIS 42836, 11

-13 (D.N.J. June 26, 2006) (the “Third Circuit in Step

-Saverthereafter provided a three

-prong analysis to utilize when considering a claim of ripeness in a declaratory judgment action, which are: (1) the adversity of the interests of the parties; (2) the conclusiveness of the judicial judgment; and (3) the practical help, or utility of that judgment”)

. The Part 16 Complaint was clearly ripe for review when filed. The real current compliance issue is whether the subsequent breach by MTJ of the MTJ FBO Agreement caused the causes of action to become moot.

2 Ironically, it was apparently at the groundbreaking ceremony that the County learned of facts that eventually led to its declaration of termination of the MTJ FBO Agreement. Majestic Complaint, Exhibit II

.

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B. Mootness. There are at least three reasons why the County’s mootness arguments fail: 1. Cure is Required. The authority cited by the County establishes an unremarkable proposition: a sponsor who has cured an alleged grant assurance violation is entitled to consideration of that cure when responding to a Part 16 Complaint. That is, if the sponsor has affirmatively addressed the grant assurance problem, at least for the timebeing, the existence of a grant assurance violation may become theoretical and there may be no current compliance issue to be resolved.Northwest Airlines (in which the sponsor agreed to freeze the subject landing fees at pre

-Complaint levels to afford an opportunity to address potential grant assurance problems before implement a new program);Drake Aerial Enterprises (in which the sponsor reversed its position after the Part 16 Complaint had been filed and agreed to provide to the Complainant reasonable

access to the Burke Lakefront Airport);Jimsair Aviation Services, Inc. v. San Diego County Reg’l Airport Auth., FAA Docket No. 16

-06

-08 (Final Decision and Order) (August 9, 2007) (in which the sponsor affirmatively proposed a Corrective Action Plan). See, also,Boston Air Charter v. Norwood Airport Comm’n, FAA Docket No. 16

-07

-03 (Final Decision and Order) (August 14, 2008) (in which termination of a leasehold was determined not to have cured alleged grant assurance violations so as to render the matter moot).The FAA has been careful to use the word “consider” when discussing how it treats situations in which a sponsor has cured alleged grant assurance violations. Even a sponsor who cures alleged grant assurance violations is not automatically entitled to dismissal although actions that recognize and specifically address violations are obviously entitled to substantial weight in a program designed to achieve voluntary

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compliance. Reasons why dismissal is not automatic include the “capable of repetition but evading review” exception to the mootness doctrine described below and the associated FAA educational and guidance functions which is incorporated into the Airport Compliance Program. Here, the mootness doctrine does not bar JCP’s causes of action because there has been no cure. Where the sponsor has not undone the actions in controversy, has not evidenced any recognition of the grant assurance issues created by its actions, and has not committed to a future mechanism by which grant assurance issues can be vetted before irrevocable decisions are made, the sponsor has not caused the concerns underlying the Part 16 Complaint to become moot. There are no indicia of voluntary compliance. Instead, the County seeks to avoid FAA scrutiny of its decision because of events caused exclusively by third party conduct.3 

### Cf

.,Boston Air Charter v. Norwood Airport Comm’n, supra. The County’s refusal to voluntarily address or rectify any of the alleged grant assurance violations is similarly a consideration that the FAA can, and should weigh when deciding whether the County has met its burden of establishing current compliance. 2. Actions Capable of Repetition But Evading Review

. Relatedly, a well

established common law exception to the mootness doctrine applies here. Even when a

case would otherwise be m oot, cour ts may still resolve a case ifthe matter is one that is

capable ofrepetition yet evading review. See, e.g., Chirco v. Gateway Oaks, L.L.C. 384 F.3d 307, 309 (6th 

### Cir. 2004); see also Weinstein v. Bradford, 423 U.S. 147, 148

- 49 (1975)

. Pursuant to this exception, even when the precise ci rcumstances in which a

3 Ironically, the problems which gave rise to the County needing to terminate the MTJ FBO Agreement were raised and partially formed the basis of JCP’s Part 16 Complaint.

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controversy arose are not li kely to recur, cour

ts will f ind claims not m

oot when the legal wrong complained ofis reasonably likely to reoccur in the future

. Del Monte Fresh Produce Co. v. United States, 570 F.3d 316, 322, 325

-26 (D.C. Cir. 2009)

. Here, because the grant assurance violations raised in JCP’s Complaint were not resolved by any action by the County and, as discussed below in detail, will almost certainly be repeated, it is proper and necessary for the FAA to decide the present action and provide policy guidance to the County to avoid future, related violations. 3. The County’s Current Compliance Argument is Not Yet Ripe for Review

. As will be discussed at greater length in Argument II, the County has not fully effectuated termination of the MTJ FBO Agreement and the TVP Ground Lease. Its purported terminations are actively contested by MTJ and TVP (both of whom are represented by the same counsel). Especially given the characteristics of the people with whom the County is dealing (see May 30, 2012 letter from the County to the FAA regarding JetAway and its principals, Exhibit N), it is likely that the County’s attempt to terminate the MTJ FBO Agreement and the TVP Ground Lease will become the subject of future litigation. Unless and until the County can establish that MTJ and TVP have accepted the termination and agree that they have no rights under the subject Agreements, the County’s mootness arguments are premature. In any event, as discussed below, the purported terminations do not fully resolve all of the grant assurance violations identified in JCP’s Complaint. C. Purpose of Airport Compliance Program. As discussed above, the role of the FAA in its Airport Compliance Program, including Part 16 proceedings, incorporates sponsor guidance functions. FAA Order 5190.6(b), § 2.4(b) (“[T]he FAA is in aposition to assist airport sponsors in achieving voluntary compliance through

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guidance and counsel about the nature and applicability of federal compliance obligations affecting their airports.”) As the Administrator for Airports explained in theNorthwest Airlines

case: Policy guidance from the Director was appropriate because, notwithstanding Appellants’ agreement to freeze rents temporarily, the Landing Fee Rent Credit could in the future have affected landing fees in a way that would violate federal law. The challenged fee methodology could go into effect as soon as the current Airport Use Agreement expires in December 2010. Indeed, Appellant IAA had already signed a Lease Amendment No. 3 with one carrier that would impose the challenge fees on other carriers. Particularly in light of their own defense of the fees on the merits, Appellants’ make no showing that the Director violated federal law in providing guidance to assist them in understanding their federal grant assurance obligations and achieving voluntary compliance here. As noted above, it is the FAA’s role to provide precisely this type of guidance to Appellant under the FAA Compliance Program. . . . Moreover, withholding policy guidance about an airport fee merely because an airport temporarily suspends its application would be contrary to the public interest. It would reduce the incentive for Complainants to pursue relief and the FAA’s ability to encourage voluntary compliance. [See, Miami International Airport Rates Proceeding, Order 97

-3

-26 (March 19, 1997).] (Id. at 16.) 

### For this additional reason, the County’s motion for summary judgment should be denied, even if the County had been able to establish current compliance on the state of the existing record (which it did not). There have been prior Part 16 proceedings involving this Airport. Some of the past disputes may have been attributable to bad luck, i.e., the fact that wealthy, irrational individuals with no aviation experience elected to invest in property located adjacent to the County’s Airport. However bad luck doesn’t explain the failure to learn from past debacles. The current issues make it clear that there are fundamental grant assurance issues that need to be addressed. This is a situation that needs to be fully vetted and understood before the FAA determines which parts are handled as grant assurance violation determinations and which parts, if any, are handled as guidance because the current compliance considerations obviate the need to make binding determinations.

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II. EACH OF THE GRANT ASSURANCE CAUSES OF ACTION DESERVE FULL DETERMINATION OR, AT A MINIMUM, GUIDANCE FROM THE FAA TO THE SPONSOR. In the end, the remedy sought by JCP is a corrective action plan. JCP has no interest in seeing the Airport suffer any f inancial consequences. It is, though, actively interested in ensuring that decisions are made solely in the public interest in a manner consistent with federal grant assurances, especially where the County’s apparent misunderstandings of grant assurance obligations work directly to the detriment of JCP. A. FIRST CAUSE OF ACTION (FINANCIAL INDUCEMENTS IN VIOLATION OF GRANT ASSURANCE 22) As noted above, it is too early to know with certainty whether the Agreements which delivered the financial benefits giving rise to Grant Assurance 22 concerns have fully and finally gone away. In its August 21, 2015 Response to the County’s August 19th 

### Declaration of Termination (Exhibit QQ), MTJ asserted that “[t]he termination of the Amended Fixed Base Operations Agreement dated February 27, 2015 (“Amended FBO Agreement”), as set forth in your [August 19th

### ] letter, is arbitrary, preemptive, and violates the specific Cancellation and Termination provisions set forth in Section 7 of the Amended FBO Agreement.” In that same correspondence, MTJ asserted that the County’s “termination of the Amended FBO Agreement on August 19th 

### is simply invalid.” Furthermore, MTJ asserted that the “termination would not survive litigation should MTJ be f orced to pursue that legal alternative to protect its interests.” Exhibit QQ, at 1

-2. The County has not demonstrated that MTJ subsequently acquiesced to the County’s position on termination. As a consequence, the evidence submitted to date fails to

meet the County’s burden of proof on the current compliance question. Furthermore, the County did not cure any of the Grant Assurance 22 problems. To the contrary, the County’s Airport Director has taken the position, which has been endorsed by the

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Board of County Commissioners, that the County isrequiredby federal grant assurances to offer literally millions of dollars in public subsidies to induce a second FBO to come onto the Airport at the present time. The County’s response to JCP’s Part 16 Complaint will include the Airport Director’s “parity” contention

— i.e., that grant assurances affirmatively require the County to interfere with market forces and to “partner” with a new entry via financial commitments. That contention needs to be fully developed, understood, and addressed in order to resolve the grant assurance cloud that currently envelops the Montrose Regional Airport. B. SECOND CAUSE OF ACTION (DISPARATE APPLICATION OF AIRPORT MINIMUM STANDARDS IN VIOLATION OF GRANT ASSURANCE 22) The County participated in a May 2015 “groundbreaking” ceremony pursuant to which MTJ formally began implementation of its rights under the MTJ FBO Agreement and, in reliance on such rights, began to incur costs associated with operation of an FBO from the JetAway Site. It is consequently disingenuous for the County to argue that this Cause of Action, or any of the Causes of Action in JCP’s Part 16 Complaint, should be dismissed because they are based on hypothetical future events. In addition, MTJ continues to assert that the County’s declaration oftermination is invalid and that it is entitled to operate an FBO from the JetAway Site. As MTJ advances that position, it will assert that the County has previously determined that the JetAway Site “has an existingbuilding which is suitable for immediate use for full service FBO operations permitted by [the MTJ FBO] Agreement” and that MTJ has “leased a sufficient portion of [the] building [on the Site] to meet all minimum standards for FBO operations and [MTJ] may commence all FBO operations as permitted by this Agreement from these premises . . ..” MTJ FBO Agreement, Exhibit E

. The County entered into an agreement containing that language despite

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the fact that, among other concerns, the building did not comply with the Airport’s Minimum Standards. The grant assurance problems arising from disparate application of Minimum Standards have not yet gone away. In a similar vein, it bears mention that JCP’s contention with regard to investigation of the identity, expertise, and qualifications of the owners and operators of Majestic and MTJ is not that the investigation was “insufficient” (Motion for Summary Judgment at 10). Instead, it is that the County abdicated its Minimum Standards and related grant assurance obligations by refusing to conductany investigation. As described in the Part 16 Complaint, the County’s position is that it does not investigate operators of “any businesses working on Airport property.” Id. at ¶ 46; Exhibit W

. Thatrefusal has created a situation in which MTJ now asserts that its contractual obligation to notify the County of changes of ownership applies only to prospective changes of ownership. August 21, 2015 letter, Exhibit QQ (“MTJ is aware of its obligations regarding change of ownership under the Amended FBO Agreement and minimum standards and will fully comply with those obligations in the event that there is such a change of ownership.” (Emphasis supplied.”) Again, the existing facts support the proposition that there are active consequences resulting from the County’s failure to meet grant assurance duties. That proposition requires investigation and determination by the FAA. Arguably, the County attempted to address the consequences of its refusal to investigate through its July 2015 correspondence with MTJ. However the County’s motion for summary judgment does not disclose whether it did so in an effort to cure an acknowledged grant assurance deficiency. That is another fact that will need to be developed in the County’s Answer

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and, if applicable, addressed in JCP’s Reply. The County has not met its burden of proof to establish that current compliance requires dismissal of the Second Cause ofAction. C. THIRD CAUSE OF ACTION (FAILURE TO FOLLOW RFP PROCESS IN VIOLATION OF GRANT ASSURANCES 22 AND 24) The recently

-discovered correspondence from the County to MTJ discloses that the County had been talking to MTJ or its predecessor long before the allegedly unsolicited letter expressing interest in establishing a second FBO was received by the County. Exhibits LL and MM

. In each of its July 7th 

### and July 24th 

### letters, the County stated that it “has been moving towards having a second FBO at the Airport since 2012, when Mr. Danielle first expressed an interest in becoming a second FBO. Having made the decision, following the inquiry of Mr. Danielle, that having a second FBO established on the Airport would serve its citizens and the traveling public well in many ways, the County wants to see steady progress and having that become a reality.” The County implicitly admits that the entire RFP process was a farce and that the result had been pre

-ordained. No doubt for that reason, the County failed to follow the rules it established for handling Requests for Proposals. The County’s improper manipulation of the RFP process led to the Agreements which, as previously discussed, continue to create issues and potential legal exposure for the County. Its failure to adhere to obligations under Grant Assurances 22 and 24 as described in the Third Cause of Action have created a number of continuing controversies. The subsidizing of a second FBO without taxpayer approval caused the County to have to incur costs associated with defense of a TABOR suit. The Plaintiff in the TABOR suit has moved to dismiss the action because the County’s declaration of termination of the two Agreements which the TABOR suit seeks to have invalidated (i.e. the MTJ FBO Agreement and the TVP Ground Lease) cause that action to currently be moot. However, the action has not yet been dismissed and, ironically, the County

### 18

apparently opposes dismissal. A copy of the Motion to Dismiss the TABOR suit is attached as Exhibit SS

. The apparent explanation for the County’s opposition to the Motion to Dismiss the TABOR suit is that it wants a substantive determination that it is not subject to TABOR requirements so that it is free to enter into a new Agreement delivering similar economic incentives without having to obtain taxpayer approval of the multi

-year financial commitments. That position severely undercuts the County’s mootness argument and independently establishes that the grant assurance violations at issue are indeed capable of repetition and should be addressed here. Furthermore, the County is affirmatively engaged in prolonging litigation expenses arising from its grant assurance violations. Its activities refute its contention that the impact of the complained

-of activities have become moot. Similarly, the conflict over the restrictive covenant that resulted from the County’s action continues to have effect. JCP filed a Notice of Appeal concerning the determination that JCP does not have standing to enforce the restrictive covenant. A copy of the Notice ofAppeal is attached as Exhibit TT

.4 

### In addition, the ongoing impact of the County’s grant assurance violations on the security, safety, and operations of its Airport are well documented in the August 24, 2015 correspondence from the County’s attorney to MTJ’s counsel. Exhibit RR

. The County is being forced to take remedial actions at its own expense and attempt to get reimbursed from MTJ for those expenses.

4 Given the loss of the control benefit the restrictive covenant afforded to the County when dealing with demands of owners of the JetAway Site, the County may actually prefer that JCP succeed in the restrictive covenant suit. In any event, the potential claim preclusion effect of the existing ruling causes that ruling to have to be appealed.

### 19

For the foregoing reasons, and those previously expressed, the County has failed to meet its burden of establishing that summary judgment is appropriate at this point in the proceeding. The situation remains dynamic. In order to fulfill its role under the Airport Compliance Program, including providing guidance to the sponsor, all relevant facts and arguments need to be fully developed. D. FOURTH CAUSE OF ACTION (ENTERING INTO AGREEMENTS THAT UNDERMINE CONTROL AND FINANCIAL SUSTAINABILITY OF THE AIRPORT IN VIOLATION OF GRANT ASSURANCES 5 AND 24) The County misinterprets JCP’s Fourth Cause of Action. The Part 16 action was brought only after the County entered into binding agreements to provide incentives that result in a net cost to the Airport. JCP’s contention that the County violated Grant Assurances 5 and 24 is based in part on the fact that the Countyrefused to take into account the economic ramifications on the Airport of the financial incentives it contractually committed to delivering to Majestic and MTJ. Complaint, ¶ 46. That fact is deemed admitted for purposes of this Motion. The Agreements were not modified or terminated because of a recognition by the County that it had an obligation to remedy its abdication of responsibility to advance the financial sustainability of the Airport. Instead, the County argues in a footnote that extremely relevant economic expert reports in its possession were based on a time period ending in 2011, suggesting that maybe things are different now. In point of fact, the aviation traffic numbers on which the assessment was based are not materially different. However the point is that the County has presented no evidence suggesting that it cured the violations that gave rise to the Fourth Cause of Action in the Part 16 Complaint. As a consequence, current compliance is not an available defense. The County also mischaracterizes JCP’s argument about the damaging precedent created by its “required funding” grant assurance interpretation, in part by quoting language out of

### 20

context. Paragraph 102 of the Part 16 Complaint, from which the quoted language was taken, begins with the proposition that the identified actions threaten the County’s control of, and the very financial viability of the Airport. “Respondent’s provision of significant financial incentives that put its Airport in worse financial position has created untenable precedent for Respondent’s future dealings with prospective aeronautical service providers. Based on Respondent’s treatment of Majestic and MTJ, and its contention that grant assurances required it to incur millions of dollars in costs necessary to induce FBO entry, Respondent arguably will have to bear those costs every time a new operator desires to open an FBO at the Airport. Rather than letting market forces dictate whether and when a new operator is willing to invest in an additional FBO(s) at the Airport, Respondent is subsidizing entry into the market through its provision oftaxpayer

-funded financial inducements.”Id. The fact that MTJ breached the MTJ FBO Agreement does not impact the very real damage created by the County’s violation of Grant Assurances 5 and 24. Its position about grant

assurance-required subsidies remains unchanged. The precedent established by the identified actions remains intact. The County has identified no effort on its part to cure the grant assurance violations identified in the Fourth Cause of Action. Until the County recognizes and effectively cures the violations of Grant Assurances 5 and 24, it cannot seek to avoid scrutiny of its actions by advancing current compliance contentions. Finally, the County has similarly taken no action to cure the significant legal and/or financial liability which arose from the conduct at issue here. The litigation is discussed in part in Argument II.C., supra. The County has already incurred substantial attorney fees since execution ofthe Majestic FBO Agreement, which dollars are not available for other Airport purposes. Some, but not all of those expenses and potential liabilities may end because of MTJ’s

### 21

breaches. Other expenses and potential liability loom as a result ofMTJ’s contention that the County’s termination of the Agreements was improper. The County may elect to blame others for the existence of litigation over its acts and omissions but the bottom line for purposes of this Motion is that the mindset that caused the County to disregard the guidance afforded in JetAway IIremains intractable. For that reason, alone or in combination with the other expressed reasons, the County has failed to establish current compliance. In point of fact, the County appears to be far more needy of FAA guidance and/or corrective action plans than was the case the last time it was before the Director in a Part 16 proceeding. E. FIFTH CAUSE OF ACTION (REVERSAL OF POSITION IN APPROVING OFF-AIRPORT JETAWAY SITE FOR FBO OPERATIONS IN VIOLATION OF GRANT ASSURANCE 5) The County similarly failed to present evidence that it has taken any action to address, much less has cured, the grant assurance problems in connection with approving use of the off

Airport JetAway site for FBO operations. As evidenced by its Motion, the County remains entrenched in its position that the JetAway site is no longer subject to a restrictive covenant prohibiting FBO operations (which was purportedly cancelled as part of the Agreements). Further, recent events have confirmed the accuracy ofthe Director’s prediction inJetAway IIthat accepting a “donation, swap, lease

-leaseback or other unusual circumstance described in this sub

-section could impose some significant legal and/or financial liability on the County,” in violation ofGrant Assurance 5. JetAway IIat 40. The County’s unjustified reversal in position with respect to use of the JetAway Site has resulted in threatened litigation by MTJ regarding the use of that site for FBO operations. And the County must now litigate JCP’s appeal concerning its right to enforce the restrictive covenant. Under these circumstances, the County cannot

### 22

establish that JCP’s fifth cause of action should be dismissed because of either ripeness or
mootness. F. SIXTH CAUSE OF ACTION (LEASE-LEASEBACK ARRANGEMENT IN VIOLATION OF GRANT ASSURANCES 5 AND 24) As an initial matter, the County’s argument regarding JCP’s sixth cause of action is based on an incorrect characterization of theJetAway IIdecision. Contrary to the County’s contentions, no specific lease

-leaseback arrangement was at issue in that action. Rather, the FAA provided guidance to the County as to types of actions that should be avoided. The County disregarded this guidance and proceeded with exactly the type of arrangement the FAA had cautioned against. JCP is not advancing a collateral estoppel argument, but rather presents the JetAway IIdecision as further evidence of the strong need for guidance regarding the County’s grant assurance obligations here. In other words, the County apparently can’t take a hint. As with the other causes of action, the County failed to show that it has taken steps to cure this grant assurance violation. But for MTJ’s breach, the County would be proceeding under to Agreements to allow the off

-Airport JetAway Site to be used for FBO operations. Indeed, as demonstrated by the County’s August 19, 2015 termination letter, even after the breach the County still envisioned using that site for FBO operations. The County has taken no action to cure these grant assurance issues, much less bring itself into current compliance. Finally, the County misunderstands thereference in the Complaint to the option agreement. Paragraph 113 of the Part 16 Complaint points out that the only way that the County can control ultimate ownership ofthe FBO infrastructure on the JetAway Site thereon is to try to implement an “Option Agreement that says nothing more than that Respondent can purchase the land from TVP for a ‘mutually agreed’ cash purchase price. Exhibit FF. Respondent must pay TVP’s price if it wants...” to continue an on

-Airport FBO.Id. The County somehow interprets

### 23

that language as asserting that the “option to purchase the JetAway Site is a grant assurance violation.” The horrendous structure of the purported Option Agreement negotiated by the County may be a factor in determining that the County is failing its Grant Assurance 5 responsibilities. However, the fact that the County so misunderstands the underlying point when seeking to substantively defend its actions in a motion based on alleged current compliance is, itself, an indicia that the County is not compliant. The Motion should be denied in its entirety.

CONCLUSION As the movant, the County bears the burden of proof in establishing, based on uncontroverted facts, that it has taken actions to bring itself into current compliance with grant assurance obligations. The Director is obligated for purposes of resolving the County’s Motion to view all facts in the light most favorable to JCP. Applying this standard, it is clear that the County’s Motion should be denied. As demonstrated by the additional evidence proffered by JCP in this Response, the status of the Agreements and the County’s purported termination of those Agreements is dynamic. The County’s claim of entitlement to terminate the MTJ FBO Agreement was contested by MTJ

. Even ifthere ultimately is acquiescence to the County’s termination of the Agreements, dismissal is not appropriate. The County has utterly failed to satisfy its burden of demonstrating that it has taken actions to cure the grant assurance violations at issue and bring itself into compliance. To the contrary, it has maintained its prior positions in every respect and made clear that the purported terminations were based solely on MTJ’s breaches. Further, its actions strongly suggest that it will repeat these grant assurance violations in the future. Under these circumstances, the mootness doctrine should not apply to bar JCP’s claims. For both legal and policy reasons, the County should be required to file an Answer so that the grant assurance issues

### 24

can be fully developed, including by supplemental information as it is developed, and the Director can provide the appropriate determinations and/or guidance.

Respectfully submitted this 9th 

### day of October, 2015

.

MBREEN & KOPKO

___________________________ Shelley A. Ewalt, Esq. Leonard D. Kirsch, Esq. McBreen & Kopko Attorneys for Complainant 500 North Broadway, Suite 129 Jericho, New York 11753 sewalt@mklawnyc.com lkirsch@mklawnyc.com Tel: (516) 364

-1095 Fax: (516) 364

-0612

### 25 COMPLAINANT’S ADDITIONAL EXHIBIT LIST Complainant is filing documentation supporting its allegations as noted herein and as following:

o Egan Affidavit (the Egan Affidavit, referenced in the Complaint, was inadvertently left out of the Complaint exhibits)

o Exhibit HH, is 9/4/15 article in Montrose Daily Press describing Majestic lawsuit

o Exhibit II, is the Complaint in Majestic lawsuit

o Exhibit JJ, is 9/4/15 article in Montrose Daily Press describing termination of MTJ FBO Agreement

o Exhibit KK, is 10/2/15 article in Montrose Daily Press relating to dismissal of Majestic lawsuit

o Exhibit LL, is 7/7/15 letter from Musgrave to Manes and Byrne

o Exhibit MM, is 7/24/15 letter from Musgrave to Manes, Byrne and MTJ FBO Partners, LLC

o Exhibit NN, is 7/31/15 letter from Byrne and Manes to Musgrave

o Exhibit OO, is 8/7/15 letter from Musgrave to Manes, Byrne and MTJ FBO Partners, LLC

o Exhibit PP, is 8/13/15 letter from Byrnes and Manes to Musgrave

o Exhibit QQ, is 8/21/15 letter from Byrne and Manes to Musgrave

o Exhibit RR, is 8/24/15 letter from Musgrave to Manes, Byrne and MTJ FBO Partners, LLC

o Exhibit SS, is 9/9/15 letter from Musgrave to Manes, Byrne and MTJ FBO Partners, LLC

o Exhibit TT, is Motion to Dismiss TABOR suit

o Exhibit UU, is Notice of Appeal of standing ruling in restrictive covenant suit

### CERTIFICATION

I hereby certify that on October 9, 2015, I served the foregoing Answer to the County’s Motion for Summary Judgment on the following persons electronically: Office of the Chief Counsel Attn: FAA Part 16 Airport Proceedings Docket, AGC

-610 Federal Aviation Administration 800 Independence Avenue, SW Washington, DC 20591 9

-AWA

-AGC

-Part

-16@faa.gov Bobbee J. Musgrave, Esq. Stephen D. Rynerson, Esq. Bryan Cave LLP 1700 Lincoln Street, Suite 4100 Denver, CO 80203 Bobbee.Musgrave@bryancave.com Stephen.Rynerson@bryancave.com Counsel to County of Montrose, Colorado Carolyn Clawson, Esq. County Attorney, County of Montrose, Colorado Montrose County Attorney’s Office 161 S. Townsend Avenue Montrose, Colorado 81401 cclawson@montrosecounty.net

___________________________ Shelley A. Ewalt, Esq. McBreen & Kopko Attorneys for Complainant 500 North Broadway, Suite 129 Jericho, New York 11753 sewalt@mklawnyc.com Tel: (516) 364

-1095 Fax: (516) 364

-0612

### EGAN AFFIDAVIT

### EXHIBIT HH9t412015 Majestic alleges fiaud - Montrose Daily Press: News 

# Majestic alleges 

# fraud By 

### Katharhynn Heidelberg 

### Daily Press 

### Senior 

## Writer I 

### Posted: 

### Friday, September 

### 4,2015 2:00 am 

### Alleging they were 

### tricked into reassigning 

### their contract 

### for fixed-base operations at 

### Montrose Regional 

### Airport, two 

### limited 

### liability companies 

### filed suit against 

### other 

### former paftners Tuesday. 

### Majestic Skies, 

### LLC and 

### Four 

### D's Montrose 

### LLC, allege fraud and breach 

### of contract on the 

### parl 

## of 'I'elluride Venture Partners, 

### LLC, Steve 

### Stuhmer, 

### Michael Girdner and 

### Telski 

### Aviation,LLC. The companies' partnership, 

### MTJ FBO Partners, 

### was 

### in February reassigned 

### the fixed-base operator contract that had been 

### Majestic's. 

### A second 

### action 

### by Montrose 

### County also 

### brought adjacent 

### property, now owned 

### by TVP, onto the 

### airport. The county this week terrninated the agreernents, 

### in part because 

### of the 

### litigation. (See 

### related.) The 

### suit accuses 

### Stuhmer and 

# Girdn who previously owned or operated 

### off-airport property as 

### JetAway 

### Aviation 

# - of misrepresenting the 

### involvement of 

### Telluride Ski and 

### Golf Resort 

### principal Chuck 

### Horning when they approached 

### Majestic principal 

### Larry Danielle to form a 

### partnership. The 

### plaintiffs are 

### seeking damages, as 

### well as a 

### constructive trust that 

### might allow them 

### to continue operation. Montrose 

### County in January 2014 opened a request 

### for proposals process 

### for a second 

### fixed-base operator, or 

### FBO, contract at 

### Montrose Regional 

### Airport. Both Majestic and 

### Telski competed 

### for it, though in the end, 

### Telski's bid was 

### rejected because 

### it contemplated using the 

### former JetAway property, 

### which is 

### off-airport and 

### deed-restricted 

### from fuel sales. 

### fhat same 

### month, per 

### Majestic's suit, 

### Danielle met 

### with Girdner and 

### Stuhmer 

### "apparently on 

### behalf 

### of Telski" to discuss a 

### partnership. 

### Girdner and 

### Stuhmer allegedly 

### told Danielle that Girdner 

### would furnish FBO equipment and a 

### fuel farm owned 

### by Telski on 

### the 

### former JetAway property, 

### now owned 

### by Telluride Venture Partnership and 

### Horning. 

### Horning's involvement was 

### "essential" to 

### Majestic entering the 

### partnership because 

### of Girdner and 

### Stuhmer's previous 

### litigation against 

### Montrose County, the suit says. 

## "... a 

### person 

### with the 

### credibility and 

### reputation 

### of 

### Mr Horning was necessary 

### to any 

### partnership being approved 

### by the 

### county to operate 

### the 

### FBO and 

### bring the 

### property onto the 

### airport complex for the conduct 

### of FBO operations," 

### plaintiffs' attorney 

### Michael Hockensmith 

### wrote in the complaint. 

### A message 

### left lor Hockensmith Thursday was 

### not imrnediately returned. Montrose 

### County said 

### in a news release 

### that 

### it considers 

### the suit 

### to be between 

### private parties and has 

### no comment on it. 

### Majestic was awarded 

### the contract 

### for the second 

### FBO after the 

### meeting 

### with Stuhmer and 

### Girdner; http://www.montrosepress com/news/majestic-alleges-ftaud/article_6358d32-52c2-'l1e$88fGd30964d0b218.htmlhode=print 1139l4l2Al5 

### ' Majestic alleges fraud - Montrose Daily Press: News 

### Danielle then underlook the expense 

### of developing the 

### infrastructure and spent 

### more than $250,000 before, the suit says, 

### aprivate citizen's lawsuit caused 

### it to 

### halt construction. Stuhmer and 

### Girdner continued representing that they were 

### in a 

### partnership 

### with Horning, the suit alleges. 

### Majestic was 

### to bring to the 

### partnership the 

### FBO agreement 

### that 

### provided 

### for $5 

### million in credits against 

### rent and 

### fuel flowage fees, 

### plus certain infrastructure. 

### Telski would provide the 

### real estate. Per 

### the suit, the agreement was 

### that 

### Girdner and 

### Stuhmer 

### "would be 

### silent rnembers 

### of Telski" and 

### that 

### Horning would manage and 

### control the 

### Telski half of the 

### parlnership. 

### Danielle relied on these representations 

### to 

### tell the county about 

### the new partnership and seek 

### to have 

### Majestic's FBO agreement assigned 

### to that 

### partnership, 

### which the 

### county did in February. 

### Danielle noticed that 

### Horning did not show up at 

### the 

### facility's groundbreaking 

### in May; he was 

### told Horning was 

### visiting family. 

### While at 

### the groundbreaking ceremony, and 

### without Danielle's knowledge, Stuhmer and 

### Girdner's lawyers had 

### private discussions 

### with representatives 

### of the county commissioners and 

### airport 

### officials, the 

### suit further alleges. 

### The county was 

### reportedly told that an 

### entity Horning owned also 

### owned the 

### former JetAway 

### property and, 

### further, Girdner and Stuhmer had 

### ownership. Stuhmer was 

### to have a 

### role in managing the 

### FBO, contrary to what 

### Danielle was 

### told, per the complaint. 

## "If that happened, 

### I have 

### no 

### knowledge 

### of 

### it," Montrose 

### County Commissioner Ron Henderson said 

### on Thursday. 

### "None of us had 

### any 

### idea" 

### until weeks after the groundbreaking 

### that Stuhmer and 

### Girdner were 

### in the 

### mix, he said. 

### As principals of JetAway, the 

### two were 

### involved in years 

### of litigation against 

### Montrose 

### County over the 

### latter's decision 

### to award the 

### first FBO to another 

### company, Jet Center Partners. 

### The legal 

### fight culminated 

### in an 

### antitrust 

### suit against 

### the county, 

### which was dismissed. 

### JetAway was 

### hit 

### with nearly $290,000 

### in attorneys fees 

### payable 

### to the county; the county spent 

### more than $2 

### million in defending 

### itself. Henderson said that had he 

### known 

### of Girdner and 

### Stuhmer's 

### involvement in the second 

### FBO back 

### in February, he 

### would not have 

### voted 

### to approve 

### reassigning the agreement 

### to MTJ FBO Partners. 

### "It's really too bad. 

### Mr. Danielle found out about 

### the same 

### time we 

### did, or he 

### would not have done 

### it," Henderson said. 

### According to the cornplaint, when 

### Danielle at last 

### met 

### with Horning, the deal 

### went sour: 

### Horning

http://www.montrosepress com/news/majestic-alleges-fraud/article_6358d342-52c2-11er88fLd30964d0b2'18.ht.,2ro6s=printsl4l2a$ 

### ' Majestic alleges fraud - Montrose Daily Press: News said he 

### wasn't a 

### partner or member 

### of Telski, had 

### no agreement 

### with Girdner or Stuhmer and 

### wasn't involved in the 

### project as 

### the 

### two had 

### allegedly represented. 

### Horning also said he 

### hadn't given anyone 

### authority to execute an 

### operating agreement. 

### "Mr. Danielle was stunned," the 

### suit says: there was no 

### partnership 

### with Horning, the "numerous representations 

### were false and 

### misleading" and 

### the operating agreement 

### for 

### MTJ FBO Partners was done 

### without Horning's knowledge or consent. 

### Without 

### Horning's involvement, Danielle would not have entered 

### into the arrangement 

### or asked 

### that 

### his lease be assigned 

### to 

### MTJ FBO, but 

### would have 

### continued 

### with his original plans, his attorney said. 

### The 

### allegedly false 

### representations induced 

### Danielle to enter the 

### partnership, 

### his suit contends 

### in support 

### of its allegations 

### of "fraud in the inducement." The 

### plaintiffs also 

### allege breach 

### of contract because 

### Stuhmer and 

### Girdner had 

### no 

### authority to bind the rnembers 

### of Telski; they are 

### seeking damages and 

### attorneys fees. 

### The alleged 

### fraud caused 

### Majestic FBO to enter 

### into an amended 

### FBO agreement 

### that gave the 

### county the option to purchase 

### the land, and 

### which contemplated a lease-back 

### from the county 

### in order 

### to operate 

### the FBO. 

### "In the event 

### that the assigned amended 

### FBO agreement is 

### terminated 

### by Montrose 

### County as a 

### result 

### of the 

### fraud committed by the defendants, 

### or in the event 

### that the assigned amended 

### FBO agreement comes 

### into 

### full force and 

### effect, the defendants 

### would be 

### unjustly enriched by 

### their fraud 

### if either the 

### real 

### property were 

### allowed to remain on 

### the 

### airport complex 

### without (Danielle's) interest 

### in the lease 

### and/or the assigned amended 

### FBO agreement 

### being recognized 

### or accounted 

### for," the 

### complaint says. 

### The defendants 

### could also 

### benefit from the 

### property lease 

### while conducting aviation-related to business 

### from the 

### building on the 

### property that is 

### not subject 

### to the 

### county's lease. 

### Majestic wants the courts 

### to impose a 

### constructive trust on the 

### properfy and 

### any rents 

### collected to 

### allow Majestic to conduct 

### its agreed-upon 

### FBO activities from the 

### property, as 

### well as a 

### constructive 

### trust on 

### Telski's half-interest in MTJ FBO Partners. 

### The rescission 

### (revocation) of the 

### Majestic's FBO agreement 

### from February should be 

### rescinded and 

### all parties returned to 

### their status 

### before the agreement, 

### the suit says. 

### The defendants have 

### not 

### filed a response, 

### according to the Montrose Combined Courts. 

### The in-state parties 

### would have 

### 21 days 

### after 

### proof 

### of service and 

### out-of-state parties 

### would have 35 days, 

### though extensions can be 

### sought and are 

### routinely given.
Re ac h 

### Kathar hy nn 

### H e ide I b e r

### g at 2 5 2 - 7 0 3

### 2 

### or katharhynnh@montrosepress. com. http://www.montrosepress com/naaus/majestic-all€es-fraud/article_6358d342-52c2-11e*88f}d30964d0b218.h1rp1rrn6fl6=print 33

### EXHIBIT 

### IIMontrose County, Colorado



## ! County 

## Court 

## X District Court Court Address: 1200 N. Grand Avenue, Bin A Montrose, CO 81401 (970\ 252-4300 DATE FILED: September 1,2015 5:

COURT USE ONLY 

### Plaintiff: MAJESTIC SKIES, 

### LLC and FOUR 

### D'S MONTROSE, 

### LLC

v. Defendants: 

### TELLURIDE VENTURE PARTNERS' 

### LLC; STEVEN 

### STUHMER; 

### MICHAEL GIRDNER ANd 

### TELSKI 

### AVIATION,LLC Attorneys for Plaintiffs Majestic Skies, 

### LLC and Four D's Montrose, 

### LLC Hockersmith Law, P.C. Michael D. Hockersmith, Atty. Reg. #6377 P.O. Box 646,Ouray,CO 81427 Phone Number: (970) 325-4414 Fax Number: (970) 325-7333 Email: offi ce@mdhlawpc.com Case Number:

Division



### VERIFIED COMPLAINT PM

Plaintiffs, 

### by and through 

### their attorneys 

### of record, 

### for their complaint against Defendants, state and allege as follows: 

### GENERAL 

### ALLEGATIONS 

## l. Majestic Skies, 

### LLC (Majestic) is a limited 

### liability company organizedunder the laws of the State of Colorado. 

## 2. Four 

### D's Montrose, 

### LLC (Four 

### D's) is a limited 

### liability company organized under the laws of the State of Colorado. 

### 3. Telluride Venture Partners, 

### LLC (TVP) is a limited 

### liability company organized underthe laws of the State of Colorado, and as such owns real property in Montrose, Colorado

described as 

### LOT 

### l, JETAWAY 

### MINOR SUBDIVISION OF 

### LOT 

### l, AEROSPACE RESEARCH PARK, AS SHOWN ON THE PLAT RECORDED 

### ruLY 18, 

### I994IN PLAT 

### BOOK 12 

### AT PAGE 1309 COUNTY OF MONTROSE, STATE OF COLORADO (the "real property"). 

### 4. Telski Aviation, 

### LLC (Telski) is a limited 

### liability company organized under the laws of the State of Colorado. 

### 5. Michael Girdner (Girdner) is an individual residing in the State of California, and upon information and belief is the managing member of TVP. 

### 6. Steven Stuhmer (Stuhmer) is an individual residing in the State of California and at all times material hereto acted as an agent or representative of Michael Girdner. 

## 7. All acts complained of herein were committed by Stuhmer and Girdner in the State 

### of Colorado. Consequently, this Court hasjurisdiction of this matter pursuant to Colo, Const. Art. 

### vI, $9. 

### 8. The subject matter of this litigation addresses matters which occurred in Montrose County, Colorado and also addresses issues regarding Montrose County real property. Consequently, venue in this matter lies in the Montrose District Court. 

### 9. In or about January 

### of 2014, the Board of County Commissioners of Montrose County
had issued a request for proposals for the development and operation 

### ofa second fixed base operation (FBO) at the Montrose Regional Airport in Montrose, Colorado. 10. Among others, Majestic and Telski each independently submitted their respective proposals in response the request for proposals issued by the Board of County Commissioners 

### of Montrose County.I 

## L In or about January 

### of 2074, Lawrence Danielle, manager of Majestic met in Denver,

Colorado with Girdner and Stuhmer, apparently on behalf of Telski, to discuss a possible partnership in the development of the second FBO at Montrose Regional Airport. 12. As an integral part of the proposal to create a partnership to develop a second FBO at Montrose Regional Airport, Stuhmer and Girdner affirmatively and expressly represented to Danielle as manager of Majestic, among other representations, the following:



### a. Chuck Horning, the gentleman responsible for the operation of Telluride Ski
and Golf Resort was a 50%o member of Telski;



### b. Girdner's contribution to the partnership would be FBO equipment and a fuel farm owned by Telski;



### c. The real property described above, was owned by an entity, TVP, owned and controlled by Mr. Horning; and



### d. Counsel for Telski Aviation, LLC had the authority of all of its members to
execute an operating agreement for the proposed partnership. 13. The involvement of Mr. Horning in the entities 

### owning the real property and the proposed FBO partnership was a material inducement and essential to Majestic to enter into the proposed partnership, as Girdner and Stuhmer, as principals of another entity, had been embroiled in litigation against Montrose County for the years prior to the issuance of the request for proposal, and therefore, a person with the credibility and reputation of Mr. Horning was necessary to any partnership being approved by the County to operate the FBO and bring the real properly onto the airport complex for the conduct of FBO operations. 

### 14. Subsequent to the meeting in Denver, Majestic was awarded the right to negotiate
and build the second FBO at the Montrose Regional Airport.15. In furtherance of the award, Majestic Skies negotiated the terms of an FBO

agreement, and on July 2,2014 Majestic entered into the Montrose County Regional Airport Fixed Base Operator Agreement. 16. After the execution of the July 2,2014 Fixed Base Operator Agreement, Majestic, through its managing member Danielle, alone commenced the process of developing the infrastructure on the airport as required by the FBO agreement, and in the course of that process spent in excess of $250,000.00. 17. While in the process of development of the Majestic FBO, on October 30,2014, a lawsuit was filed in Montrose County District Court, Cossick v. The Board of County Commissioners of Montrose County and Majestic Skies, LLC, Case No.: 

### 20l4CV30l9l, seeking to have the FBO Agreement voided as an alleged violation of the Colorado Taxpayers 

### Bill of Rights. As a result of the lawsuit, and the risk of continuing development only to have the FBO Agreement voided should this lawsuit be successful, Majestic halted construction for the FBO. 18. Throughout the course of these events, Danielle, Girdner and Stuhmer, and their respective counsel, continued to discuss a potential partnership, and an assignment of the FBO Agreement to that partnership. Throughout all of those discussions, Girdner and Stuhmer, and their counsel, continued to represent that they had a partnership with Chuck Horning, that he was

aware of the partnership discussions with Majestic and that they had the authority to act on his 

### behall including the execution of a partnership/operating agreement. 19. 

### It was agreed by the parties through the course of their discussions, that Majestic would bring to the partnership the FBO Agreement that provided for $5,000,000.00 in credits against the FBO rent and fuel flowage fees for the cost of improvements made by the FBO to certain airport infrastructure and that Telski would provide the use of the real property for FBOoperations and the business infrastructure and reputation of Chuck Horning.



### 20. With knowledge of the reputations of Stuhmer and Girdner with the County 

### of Montrose resulting from the protracted litigation involving the aforedescribed property, it was contemplated and agreed to by Stuhmer, Girdner, Danielle and supposedly 

### Mr. Horning, that Girdner and Stuhmer would be silent members of Telski, and that Mr. Horning would manage and control the Telski half of the partnership. 

### 21. ln reliance upon the representations of Stuhmer and Girdner regarding their partnership with Chuck Horning, and the agreement of the parties to have Stuhmer and Girdner

as silent partners, Majestic agreed to enter into discussions with representatives of the County 

### of Montrose to inform the County of the newly formed partnership with Chuck Horning, and to request approval of the assignment of the FBO Agreement to the newly formed partnership. In furtherance of those discussions, and in reliance upon the representations of Stuhmer and Girdner, Majestic advised the County representatives that Chuck Horning owned and controlled 

### the real property and that Mr. Horning, through his control of Telski, was going to be a partner in the newly formed partnership, 

### 22. On February 17,2015, the County approved the assignment of the FBO Agreement
and entered into, among other agreements, an amended FBO Agreement with the newly formed entity, MTJ FBO Partners, 

### LLC. MTJ FBO Partners, 

### LLC is composed of two members, Telski
and Four D's, the manager of which is Danielle 

### 23. Subsequent to the approval of the assignment of the FBO Agreement the parties commenced construction at the aforedescribed real property, and on 

### May 1 1,2015 Montrose County had a groundbreaking ceremony, which was attended by Danielle and counsel for Stuhmer and Girdner.

### 24. Duringthe time leading up to the groundbreaking ceremony, Danielle inquired as to

the presence of Chuck Horning at the ceremony, but was advised that Mr. Horning was spending
the week with his mother for Mother's Day. 

### 25, While at the groundbreaking ceremony, and without the knowledge of Danielle and his counsel, counsel for Stuhmer and Girdner had private discussions with representatives of the Board of County Commissioners and airport officials, advising them, contrary to the parties agreement and contrary to the representations to Danielle that the property was owned by an entity owned by Chuck Horning, that Stuhmer and Girdner had the ownership interest in the property and that Stuhmer would have a role in the management of the FBO. 

### 26. Havingnow learned for the first time that TVP was owned by Girdner and/or Stuhmer, and not Chuck Horning, Danielle contacted Chuck Horning, and requested a meeting at Mr. Horning's office in Newport Beach, California. The following day, Danielle and his counsel went to Newport Beach for that meeting. 

### 27. It was at that meeting that Chuck Horning advised Danielle that he was not the owner of TVP, that he was not a partner or member of Telski, that he had no agreement 

### with Stuhmer
and Girdner and that he was, in fact, not involved in the project as previously represented by Stuhmer and Girdner. In addition to the foregoing, Chuck Horning also advised that he never gave authority for anyone to execute an operating agreement for MTJ FBO Partners, 

### LLC on his behalf or on behalf of any entity that he controlled. 

### 28, Danielle was stunned at the revelations of 

### Mr. Horning's non-involvement in the project and at the fact that all of the numerous representations of Stuhmer and Girdner were false
and misleading. Additionally, Danielle was stunned to learn that there was no partnership with Chuck Horning as a partner, and that the Operating Agreement for MTJ FBO Partners, LLC wasexecuted without 

### Mr. Horning's knowledge or consent.



### 29. Without Mr. Horning managing and controlling Telski, Danielle would not have entered into the MTJ FBO Partners, LLC partnership, would not have requested that the County
approve an assignment of the FBO Agreement from Majestic Skies, LLC to MTJ FBO Partners, LLC, would not have coordinated the development activities on the real property and would have continued with the development of the FBO as required by the original Majestic FBO Agreement. 

### COUNT 

### I

_ 

### FRAUD 

### IN THE INDUCEMENT Plaintiffs reallege all allegations of paragraphs one through 29 as 

### if fully set forth in this
count. 

### 30. The representations of Stuhmer and Girdner regarding the involvement of Chuck Horning were false when made, and were made by Stuhmer and Girdner with knowledge of their falsity. 

### 31. Danielle and Majestic were ignorant of the false representations regarding the involvement of the Chuck Horning in the partnership, 

### 32. Girdner and Stuhmer made the false statements with the intention that Danielle and Majestic act upon those statements by becoming "partners" with them to bring the real property onto the airport with the assignment of the FBO Agreement. 

### 33. Plaintiffs relied upon those representations to their detriment by, among other things, entering into a "partnership" 

### with Stuhmer and Girdner, requesting that the County approve an assignment of the FBO Agreement from Majestic Skies, 

### LLC to MTJ FBO Partners, LLC, diluting its interest in the FBO Agreement, coordinating the development activities on the described real property and discontinuing the development of the FBO as required by the originalMajestic FBO Agreement.



### 34. As a direct and proximate result of the fraud committed by Defendants against the Plaintiffs, the Plaintiffs have suffered damage in an amount to be determined at trial of this
matter. Plaintiffs demand judgment against the Defendants for damages, the costs of this action,
and for such other relief as this Court may deem appropriate under the circumstances. 

### COUNT 

## III

_ 

### BREACH OF 

### CONTRACT Plaintiffs reallege all allegations of paragraphs one through 34 as 

### if fully set forth in this
count. 

### 35. The parties agreed to pursue the assignment of the Majestic FBO agreement in favor of MTJ FBO Partners, LLC, and such agreement necessarily included the involvement of Mr. Chuck Horning as a partner in the LLC. 

### 36. The MTJ FBO Partners, 

### LLC operating agreement was signed by counsel for Stuhmer and Girdner on behalf of Telski, with the express representation that it was being signed with the 

### full authority of Chuck Horning as a member of Telski. 

### 37. Telski, Stuhmer and Girdner breached the agreement of the parties regarding the formation of the partnership and the MTJ FBO Partners, 

### LLC operating agreement by having the

same executed by one without authority to bind the "members" of Telski. 

### 38. As a direct and proximate result of the breach by Girdner, Stuhmer and Telski, Plaintiffs were damaged in an amount to be determined at trial of this matter. Plaintiffs demand judgment against the Defendants for damages, the costs of this action, attorney fees and for such other relief as this Court may deem appropriate under the circumstances.

### COUNT 

## III - 

### IMPOSITION OF 

### CONSTRUCTIVE TRUST Plaintiffs reallege all allegations of paragraphs one through 34 as 

### if fully set forth in this
count. 

### 39. In conjunction with the fraudulently obtained assignment of the Majestic FBO agreement to MTJ FBO Partners, LLC, TVP entered into a lease of the described property with Montrose County and granted the County an option to purchase the land of the real property. Additionally, the new amended FBO Agreement provides that the new FBO contemplated by the parties was to lease the real property back from Montrose County in order to conduct its FBO
business. 

### 40. In the event that the assigned amended FBO Agreement is terminated by Montrose County as a result of the fraud committed by the Defendants, or in the event that the assigned
amended FBO agreement continues in 

### fulI force and effect, the Defendants would be unjustly enriched by their fraud 

### if either the real property were allowed to remain on the airport complex without 

### Plaintiffs' interest in the lease and/or the assigned amended FBO agreement being recognized or accounted for. 

### 41. Further, Defendants would be unjustly enriched 

### if they were allowed to reap the benefits of the lease of the property from Montrose County while conducting aviation related
business from the building that is on the property and not subject to the County's lease. 

### 42. While Plaintiffs contend that the assignment of the Majestic FBO agreement was procured by the Defendants' fraud, the Plaintiffs are 

### still entitled to the benefit of the lease of the property back from the County, as provided in the assigned amended FBO agreement, and the Court should impose a constructive trust on the real property and on any rents collected for the benefit of Plaintiffs to allow the Plaintiffs to conduct its agreed upon FBO activities from thatproperty andrealize the benefits which would accrue to them under the FBO agreement.



### 43. Additionally, the Court should impose a constructive trust on Telski's one 

### half interest in MTJ FBO Partners,LlC for the benefit of the Plaintiffs as that interest was also procured by the Defendant's fraud, and the agreed upon consideration for that interest in MTJ FBO Partners, 

### LLC was the use of that property for FBO operations. Plaintiffs demand judgment against the Defendants for the imposition of a constructive
trust in favor of the Plaintiffs on the leasehold interest in the real property, any accrued rents and the interest of Telski in MTJ FBO Partners, LLC, for damages, the costs of this action, attorney fees and for such other relief as may be appropriate under the circumstances. COUNT 

## IV - RESCISSION Plaintiffs reallege all allegations of paragraphs one through 38 as 

### if fully set forth in this
count. 44. The breach of the parties' agreement as alleged in Count 

### II of this complaint is a substantial breach by the Defendants. 

### 45. As Plaintiffs would not have assigned the FBO agreement but for the false representations of the Defendants regarding the participation of 

### Mr. Chuck Horning in the venture, there was never a meeting of the minds of the parties. 46. The injury caused by the Defendants' breach is irreparable, and the damages suffered by Plaintiffs as a result of that breach are inadequate, 

### difficult or impossible to assess. 

### 47. While the parties' agreement contemplates a long term partnership, the nature of the breach and the depth of the dispute such that there was not a meeting of the minds, along with the failure of the participation of 

### Mr. Chuck Horning in the venture as represented by Stuhmer
and Girdner are such that damages could not be adequately computed and the parties could not

10resume a partnership relationship in a productive manner, therefore, rescission of the assignment

of the Majestic FBO Agreement on February 17,2015 should be rescinded, and the parties returned to their original status quo ante their agreement. Plaintiffs demand judgment against the Defendants for rescission of the assignment of the FBO Agreement top MTJ FBO Partners, 

### LLC, for damages incurred by Plaintiffs in reliance on the agreement, the costs of this action, attorney fees and for such other relief as this Court may deem appropriate under the circumstances. Respectfully submitted 

### this 1st day of September, 2015.

Hockersmith Law, P.C. Attorneys 

### for Plaintiff Majestic Skies, 

### LLC And 

### Four D's Montrose, 

### LLC
Plaintiffs' Addresses : Majestic Skies, LLClFour D's Montrose, 

### LLC 800 SE 3rd Ave,, Unit 5 Fort Lauderdale, 

### FL 33316 and 11305 Highway 62 Placerville, 

### CO 81430

1l keismith, Reg. No 63VERIFICATION
[. Lawrence Danielle. Manager of Majestic Skies. LLC and Four D's Monirose, LLC. hereby sr.vear and affimr under penalty' of perjury that the infonrrq,lion containedjry$is Verihed Complaint is rrue and conect

wrence Danic.lle. Manager

Subscribed and srvom to before me rhis 

## 1t'* My comnrission expires:

SEAL Mfl}IIEL 8, MAI{ES MY COi{illSSON I EE 152192 

### E-' EXF|SES: Jrnuilv t9,2010 BGlO{d thru N$tsy li}$ic Undenrlten

12

### EXHIBIT JJl[

9t412015 County scratches second FBO contract - Montrose Daily Press: Nanus 

# County 

# scratches second FBO 

# contract By 

### Katharhynn Heidelberg 

### Daily Press 

### Senior 

## Writer I 

### Posted: 

### Friday, September 

### 4,2015 2:00 am 

### A legal dispute between 

### paftners 

### for Montrose Regional 

### Airport's second 

### fixed-base operator, 

### plus reported performance factors, led 

### Montrose County to 

### this week terminate the 

### FBO agreement and associated 

### ground lease mere 

### months after having reassigned 

### it. 

### Montrose County last 

### year, over 

### public objections, approved a second 

### FBO contract 

### for Majestic Skies, 

### LLC, citing its 

### obligation under federal rules. 

### In February, 

### county commissioners reassigned 

### the agreement 

### to 

### MTJ FBO Partners, composed 

### of Majestic's 

### principal,Larry Danielle, Telluride Venture Partnership, and, 

### it was 

### thought, 

### Telski 

### Aviation principal Chuck 

### Horning. The reassignment and associated lease 

### with TVP brought 

### property at 

## I Creative Place 

### on-airport. 

### Danielle has since sued 

### TVP and 

### Telski in a 

### complaint that also names Steve 

### Stuhmer and 

### Michael Girdner, principals of the 

### former JetAway 

### Aviation, which was located at 

## I Creative Place. 

### JetAway 

### previously sued 

### the 

### county 

### in district and 

### federal courts; 

### its antitrust suit was 

### ultimately dismissed. 

### Danielle in his suit alleges 

### fraud and 

### misrepresentation (see 

### related.) 

### "We've been 

### following the 

### goings-ofl," said 

### Montrose 

### County Commissioner Ron Henderson on 

### Thursday, the day 

### the 

### county announced 

### via press release 

### the decision to terminate the 

### FBO agreement. 

### A copy 

### of the letter 

### of termination was 

### not immediately available. 

## "It got 

### further and 

### further out 

### of contract. There were several 

### things that happened, 

### but 

### I don't think 

### it's good that 

### I talk about 

### that, because 

### it has 

### to do 

### with 

### billing and 

### people 

### working with them," Henderson said. 

### The 

### county's legal counsel asked 

### whether commissioners wanted 

### to continue 

### in the contract. 

### "To do so 

### would have caused us 

### more problems. 

### We're way past due 

### dates," he said. 

### A message 

### left for Danielle's listed attorney was 

### not immediately returned Thursday. The suit 

### filed against 

### his former partners says 

### construction stopped at 

### the site because 

### of private citizen John 

### Cossick's lawsuit over $5 

### million in credits that were included 

### in the 

### FBO agreement. 

### Henderson said 

### that 

### in addition to the 

### civil litigation between 

### Danielle, Stuhmer and 

### Girdner, the 

### contact was being canceled 

### for nonperformance, 

### primarily on 

### MTJ FBO's part. 

### "When 

### it's all said and done. 

### it 

### will be a sad day, at least 

### for 

### Mr. Danielle," Henderson said. 

### "He would have been 

### better 

### offjust going 

### right on 

### down the road (as opposed to 

### joining the 

### partnership). He had a 

### very good plan. He thought he 

### was going 

### to get a 

### bigger and 

### better 

### situation."

http://vwwv montrosepress.com/nanus/county-scratches-second-fuocontracVarticle 345d59M-52c2-11e5-aS1-43ade2b19.08.htmlhode=prinl

### 91412015 County scratches second FBO contract - Montrose Daily Press: NSNS 

### fhe Irebruary decision assigned 

### Majestic's lease 

### to the new parlnership. Commissioners also entered a 

### ground lease agreement 

### with TVP, to 

### bring the land and 

### the 

## I Creative Place 

### building on-airport. The 

### location 

### off-airpoft was 

### part 

### of the reason 

### that Montrose 

### County in 2005 rejected 

### JetAway's bid to be 

### the 

### airport's 

### first FBO, which services general 

### aviation, 

### primarily through fuel sales. 

### For another 

### FBO to open at 

### Montrose Regional 

### now, an 

### entire new request 

### for proposals process 

### would have 

### to take 

### place, Henderson said 

### Thursday. 

### Majestic no longer has a

### valid contract, because 

### its 

### original lease was 

### given up as 

### part 

### of the reassignment, 

### Henderson said. 

### "The process 

### would be 

### more stringent, 

### for sure," he said. 

### Henderson said 

### the situation was a 

### huge loss 

### for the 

### county, because a second 

### FBO would have 

### helped the 

### airport reach 

### its 

### full potential. 

### "That's the 

### whole reason 

### why we ventured 

### forward 

### with the second one 

### in the 

### first place. We 

### know there is quite a 

### bit of untapped resource at 

### the 

### airport," Henderson said. 

### "The board 

### (of commissioners) 

### ultimately decided 

### that 

### it was 

### in the best 

### interest 

### of the 

### public to terminate the agreement and 

### ground lease," 

### Commissioner 

### David White said 

### in a news release. He 

### did not immediately return a message 

### seeking 

### additional comment. 

### "Due to the 

### diligence exercised 

### by the county throughout this process, there has been 

### no adverse 

### impact 

### to airport operations or 

### to any 

### public asset as a 

### result 

### of the 

### FBO agreement 

### or the lease," 

### White said 

### in the release. 

### David Masters, attorney 

### for Cossick, said 

### he's not aware at 

### this 

### point how the 

### termination of the lease 

### might affect 

### his 

### client's lawsuit. The 

### FBO agreement 

### reassignment and 

### ground lease also 

### prompted legal action 

### by Jet 

### Center Partners, 

### which operates 

### the established 

### FBO, Black Canyon Jet Center. Jet Center Partners 

### was denied an 

### injunction to halt construction 

### of the new 

### FBO, but its breach 

## of contract 

### claim against 

### the county was allowed to proceed. 

### 'fhe company last 

### month also accused 

### Montrose 

### County of having 

### violated federal grant assurances and 

### the 

### airport's 

### minimum standards. 

### The 

### Part 16 

### complaint 

### filed with the Federal 

### Aviation Administration alleges 

### that the 

### county encumbered 

### off-airpoft land, but not the improvements that 

### would be 

### built on 

### it, and 

### through 

### "improper" financial incentives, created a 

### "tilted playing 

### field." White said at the 

### time that JCP was 

### trying to preserve a 

### monopoly. 

### "This is an 

### incredible development," JCP 

### principal 

### Kevin Egan said 

### Thursday, regarding the 

### county's decision to terminate 

### MTJ 

### FBO's agreement and 

### TVP's lease. 

### "We need 

### to get a 

### better understanding 

### of 

### all the 

### action the (commissioners) and 

### airport director have

http://www.montrosepress com/news/county-scratches-secondfbo-contracUarticle_345d59M- 52c2-11e*a561-43ade2b194.08.htmlhode=print Z3

## ,, 91412015 County scratches second FBO contract- Montrose Daily Press: Ners 

### taken before 

### we can 

### determine 

### what effect those 

### actions may have 

### on our 

### lawsuit against 

### the county and on 

### the Part 

## l6 FAA proceeding." The county spent 

### $55,876 

### in2015 defending against 

### JCP's claims, according 

### to information 

### it supplied to the 

### Daily Press 

### in August.
Re a c h Kat har hy nn 

### H e id e I b er

### g at 2 5 2 - 7 0 3

### 2 

### or katharhynnh@montros epres s. com,

http://www.montrosepress.com/news/county-scratches-secondfbo-contracUarticle y5d59b+52c2-11e$a561-43ade2b19l08.html?rno66=print 33

### EXHIBIT KKMajestic bounces FBO suit I News I montrosepress.com Page 

### I of2



# Maiestic bounces FBO 

# suit
By Katharhynn Heidelberg Daily Press Senior 

### Writer 5 hrs ago

Less 

### than a 

### month after accusing former partners of 

### fraud, Majestic Skies, LLC 

### sought and received dismissal of 

### its 

### lawsuit.
The 

### suit against 

### Telluride Venture Partnership, LLC, Steven 

### Stuhmer, 

### Michael Girdner and Telski 

### Aviation, LLC 

### was dismissed 

### with prejudice Sept. 25, 

### following a 

### Sept. 

### zr request, according 

### to court records. The 

### dismissal was 

### recorded and 

### filed Tuesday.
A 

### dismissal 

### with preiudice means 

### the suit 

## will not be 

### refiled, Montrose Combined Court records on Thursday 

### did not show a 

### new suit by Majestic Skies 

### against the 

### former defendants.

Maf 

### estic and 

### fellow 

### plaintiff Four D's 

### Montrose, LLC, 

### filed for the dismissal. The 

### motion and order do 

### not indicate why, or 

### whether a 

### settlement was reached, other 

### than an 

### agreement by 

### all parties to bear 

### their own attorneys' fees 

### and costs.


### Maiestic secured a 

### contract to 

### build a 

### second 

### fixed-base operator at 

### Montrose Regional 

### Airport 

### in zot4. A 

### fixed-base operator, or FBO, 

### serves 

### general 

### aviation, 

### primarily through fuel sales.


### The 

### Montrose County commissioners' decision to award the second FBO 

### contract was met 

### with public outcry, but the 

### county said 

### it was 

### obligated by federal rules to consider requests 

### for proposals to operate FBOs.


### Maiestic 

### later teamed 

### up 

### with Telluride Venture Partnership, 

### which owns 

### off-airport property at 

### r Creative Place.


### In February, again 

### sparking 

### public opposition, the 

### county reassigned 

### Majestic's FBO 

### contract and lease to MTJ FBO 

### Partners, 

### which formed 

### from TVP, 

### Majestic and, 

### it was 

### thought, Telski 

### Aviation 

### principal owner Chuck 

### Horning.
http://www.montrosepress.com/news/majestic-bounces-fbo-suit/article cR6e31a-68c0-11e... 101212015Majestic bounces FBO suit I News I montrosepress.com Page 2 of 2



### According to the since-dismissed 

### lawsuit, Majestic's 

### principal member, Larry Danielle, was 

### led to believe 

### that Horning 

### would be 

### primarily involved, rather than Stuhmer and Girdner, 

### who formerly were 

### involved 

### in operating 

### |etAway 

### Aviation at 

### r Creative Place. 

### JetAway 

### in zoo5 

### put in for the 

### first FBO 

### contract, 

### but was 

### rejected 

### in part because 

### its property was 

### off-airport. The 

### resulting legal 

### battle stretched on for years, 

### ending 

### in zorz 

### when a 

### federal 

### court dismissed 

### |etAway's 

### antitrust suit.
The 

### county's lease 

### reassignment 

### in February 

### brought the 

### r Creative Place 

### property on

### airport.
But after 

### breaking ground for the second FBO, 

### Danielle learned 

### that Horning was 

### not involved. The 

### alleged representation 

### that Horning was 

### part of the 

### venture was 

### critical to getting Majestic on board, precisely because of 

### ]etAway's legal 

### history 

### with the 

### county, the 

### suit said.


### At about the same 

### time the suit was 

### filed, Montrose County 

### terminated the lease 

### for MTJ FBO 

### Partners, 

### in part because 

### of the 

### litigation, but also 

### for 

### nonperformance of 

### certain contract provisions.
The 

### county is 

### now reworking its 

### airport master 

### plan, which had been 

### adjusted to accommodate 

### bringing r Creative Place 

### onto airport property.

http://www.montrosepress.com./news/majestic-bounces-fbo-suit/article cR6e31a-68c0- I I

### e... 101212015

### EXHIBIT 

### LLbry on c 6re,com

Juh'7,2015 Bobbee .J ,\lusqrrr e l)rrccr: l()l-t{(r6-lllr6


### VIA ELECTRONIC 

### MAIL Michael B. Manes Michael B. Manes P,A. 950 S, Pine Island Rd., Suite A-150 Plantation, FL 33324 mi chael@maneslegal.com Thomas J. Byrne By.rne, Kiely 

### & White, LLP I 120 Lincoln Street, Suite 1300 Denver, CO 80203 lbvrne(Dbkwlaw.com

Dear Michael and Tom: I want to address an issue with the two of you that is causing the County a great deal of concern, As confirmed in a letter from Michael to Lloyd Arnold dated August2014, it was the County's understanding that MTJ FBO Partners was owned by Four D's Montrose LLC and TelSki Aviation, with Four D's being owned by Larry Danielle and TelSki being owned by Chuck Horning. A copy of the letter is attached. The County relied on the representations contained in that leffer, along with oral representations, to allow Majestic Skies LLC to assign its FBO lease to MTJ FBO Partners. However, at the Groundbreaking ceremony that took place around May 11, 2015. Mr. Arnold was informed that Mr. Horning is actually not involved with MTJ FBO Partners, and that Steve Sfuhmer and Mike Girdner are involved, In addition, in the Initial Disclosures filed by MTJ FBO Partners and Telluride Venture Partners, LLC, it was disclosed that Mike Girdner is a member of Telluride Venlure Partners. which is a member of TelSki Aviation. Thus, given this new information, the County wants written confirmation regarding the ownership of MTJ FBO Partners, TelSki Aviation LLC, TSG Asset Holdings, LLC and Telluride Venture Partners, 

### LLC. The County requests that you provide it with minutes 

### of

I ?10406 2\f,^L^^l D t\(^-^^^ rvllLll4cl u. .rt.rLrc5 Thomas J. Br,nte luly 7 ,2015 Page 2
meetings, financial documents orother docunrents that ev'idence who the actual owners of these entities are, each owner's percentage of ownership interest, what owner holds the controlling inierest, who aciuail'v irrailages those entities. and who is responsible for the day--to-da-v operations of each of those entities. Please provicie this infbrmation to me immediately. Additionally, the County has been infomed that a lien has or 

### will be filed against the FBO property that the County has leased, as a result of a failure by MTJ FBO partners to pay a subcontractor. This is unacceptable. The County requires all of its vendors to pay all debts and to avoid iiens being filed that affect the Airport or other County property. Errrfhomnra tLo /'-n'rnrrr ic rpnnirarl t^ ^^h6ffi that gntitigs that it is doino hrrsine.s,rrith h:q not rJ i!vu.i!u iv uvaiiiaiii iiiaa iiiLltlli iiigt ii iJ uuiii6 uuf,iiiiii i.J..,. r.uJ iivi been involved in any adverse action by the United States government, including any withdrawals of eontracts, any cancellation of contracts, any refusals to do business or the like. Please confirm that none of the above businesses, their owners/members, Steve Stuhmer, Mike Girdner or Paul Girdner ha.'le been subject to any adverse action. Lastly, the County is also concerned that all construction activity has ceased at the FBO site. The County has been moving towards having a second FBO at the airport since 2012, when Mr. Danielle first expressed an interest in becoming a second FBO. Having made the decision, following the inquiry by Mr. Danielle, that having a second FBO established on the Airport would serve its citizens and the traveling public well in lnany ways, the County wants to see steady progress in having that become a reality. Thus, the County requires that your clients recorunence construction efforls by the end of this r-nonth. Should that not occur, the Couniy 

### will consider all options open to it. Sincerely, s/ Bobbee J. Musgrave Bobbee J. Musgrave Attachment

rI0.106 2I.AW OFFICES 

### MICHAEL 

### B. MANES, P.A. 950 S. PINE ISLAND ROAD, SUITE A-150 PLANTANON, FLORIDA 33324 MICHAEL B. MANES TEL (954) 523-L844 E-MAIL: mlchael@manesleqal,com FAX (9s4) 474-4ts9 

### August 

## ,20t4 Mr, Lloyd 

### Arnold, Director of Aviation Montrose Reglonal 

### AlrPort Admlnistration Office 

### 2100 

### Airport Road 

### Montrose, CO 

### 81401 Re: 

### Assignment 

### of Majestic Skies FBO 

### Agreement Dear Mr, Arnold: Please 

### consider 

### this the request 

### of Majestic 

### Skies, 

### Inc. for approval by 

### Montrose County 

### to an 

### asslgnment of 

### the MaJestic 

### Skles, LLC 

### Fixed Base 

### Operator Agreement dated 

### )uly 2, 20L4 

### (the "FBO 

### Agreement") 

### to MTJ FBO 

### Partners, LLC 

### pursuant 

### to section 

### 9.01 of 

### the FBO 

### Agreement. Lawrence Danielle, 

### the managing member 

### of Majestic Skies, LLC, 

### with full 

### authority, has had dlscussions 

### with TelSkl 

### Avlatlon, LLC 

### to 

### jolntly own and 

### operate 

### the new FBO 

### currently belng 

### developed 

### at the airport by Majestic Skies, LLC, 

### They have agreed 

### to form a new 

### entity, MTI FBO 

### Partners, LLC 

### to assume 

### all obligations and responsibilities under 

### the FBO 

### Agreement, and 

### to abide 

### by all 

### of its 

### terms and provisions, which 

### of course includes adherence 

### to all 

### airport minlmum standards. The members of 

### TelSki 

### Aviation, LLC, 

### based in 

### Tellurlde, are TSG Asset HotclinEs, LLC and 

### Telluride 

### Venture Partners, LLC, 

### which each have a 5Oo/o 

### ownerihip interest. TSG 

### Asset Holdings, LLC, 

### the managing member of 

### TelSki 

### Aviation, LLC, 

### is a company owned 

### and managed 

### by Mr. Chuck Horningds 

### group, the 

### owner and 

### operator of the 

### Telluride Ski and Golf Resoft. To 

### facilitate this process, MTJ FBO 

### Partners, LLC, 

### will be 

### owned equally and managed 

### by 

### its members, TelSki 

### Aviation, LLC 

### and Four 

### D's Montrose, ,LLC. Four 

### b's Ftontrose, LLC 

### is a company 

### owned and managed by 

### Lawrence Danielle, 

### The 

### parties have 

### arranged for.Cutter-Aviation 

### to manage and operate 

### the new FBO 

### as a 

### Cutter-bianded faclf 

### lty on behalf 

### of MTJ FBO 

### Partners, LLC

### August 

### ,2014

Mr. Lioyci ernoici Page 

### two
upon approval 

### of the assignment by Montrose 

### County. Cutter Aviation 

### will not have 

### an ownership 

### interest in 

### the FBO. We 

### firmly believe 

### that Mr, Horning's 

### participation in 

### this venture, coupled 

### with Cutter 

### Avlatlon's expertise and experience, 

### will greatly enhance the opportunities 

### for the growth of the FBO, 

### Montrose Regional 

### Airport and Montrose 

### County. This assignment request satisfies all conditions 

### for assignment set 

### forth in section 9.01 of 

### the FBO 

### agreement. We 

### look fonarard 

### to addressing any 

### questions yoL! 

### may have and receiving 

### the County's 

### approval of the assignment 

### at the earliest possible date. Sincerely, MICHAEL B, MANES, P.A.

Mlchael Manes, Esq. MBM,/dbM 

### c: TelSki 

### Aviation, LLC 

### Four D's Montrose, LLC 

### Majestic Skies, LLC

### EXHIBIT 

### MM

## )



## B.ryA+l++tt- 88YAtl CAVI'!i-P :l(10 [rrrla Sr.tpr !,rrt {lDil Oenwr C0 lI]203 45-al I ltrl 8Dl 7000 t 30386t,0200 hrylmrlC.c.,r

Iuly 24,2015 BobbeeJ trlusg1arc Drrccr: J(13 F66-()-)86


### VIA U.S. MATL AND 

### ELECTRONIC 

### MAIL MichaelB. Manes Michael B. Manes P.A. 950 S. Pine Island Rd., Suite A-150 Plantation, FL 33324 michael@manesle eal.com Thomas J. Byrne Byne, Kiely 

### & White, LLP I 120 Lincoln Street, Suite 1300 Denver, CO 80203 tbyrne@bkwlaw.com MTJ FBO Partners, LLC 

### I Creative Place Montrose, Colorado 81401 Dear Gentlemen: This is a follow-up to my letter to Messrs. Manes and Byrne dated July 7,2015, In that letter I communicated the County's concerns regarding the identity of the owners 

### of MTJ FBO Paftners LLC ("MTJ"), and Telluride Venture Partners ("TVP"), and the failure of MTJ to develop and operate the FBO as described in 

### the Montrose County Regional Airport Amended Fixed Base Operator Agreement MTJ FBO Paftners, LLC ("FBO Agreement"). In the July 7 letter, I expressed the County's concem that ceftain individuals had misrepresented the ownership of MTJ and 

### T\? to the County, based upon conversations and communications that predated the execution of the FBO Agreement, and reiterated that the County had relied upon those representations in agreeing to enter into the FBO Agreement. However, the County subsequently leamed that these individuals withheld the true owners of MTJ and T\rP, in order to induce the County into entering the FBO Agreement. Based upon this new and conflicting information, the County requested that MTJ and TVP provide written documentation to prove who actually owned MTJ, TelSki Aviation, LLC, TSG Asset Holdings, LLC, and TVP at the time that the FBO Agreemenr was executed. In the July 7 letter the Counly requested that you

I 712518 I)Iichael ts. \lane s Thomas J. Byme 

### \lTI FR() 

### I-r.'r..'. i I i t,,t- 

### lz rnr < JutJ L-. L\J 1r Page 2

Drovide it with minutes of meetings" financial documents or orher ciocuments that evidence who the acttLal o\r/ners of these entities are, each ou'ner's percentage of ownership interest, u,hat owner holds the controlIing interest, who acrually manages those entities, and who is responsible lor the day-to-day operations of each of those entities. Moreover, given the seriousness of the misrepresentation, the County requested that you provide this information immediately. More than eighteen days have passed, and MTJ and TVP have ignored the County's request. This is unacceptable and is a breach of the FBO Agreement. Section 10.14 of the FBO Agreement states that the County is entitled to demand further assurances from MTJ if the County beiieves that there coui<i be a ioss of key management personnei, there couici be an inabilityby MTJ to meet its debts as they come due; or any other condition that could lead the Airport to question whether MTJ could meet its material obHgations under the Agreement. 

### All of these conditions are present 

### here. Because it appears that the owners of MTJ are different from what was represented to the County, there is a likely possibility of a loss of key rllanagement personnel. For exampie, the County was toid that Chuck Homing was the pnnciple owner of TVP and the County has now been told that Mr. Horning never had any involvement with 

### TVP. The County relied on the representation that Mr. Homing was the owner of 

### TVP when it agreed to enter into the FBO Agreement, and 

### if that was not true then that would be a loss 

### of key management personnel that would put the FBO Agreement in jeopardy. Second, the County was informed that a lien was going to be filed against the FBO property that the County leased and then subleased to 

### MTJ. The County was told that a subcontractor was threatenrng to file the lien because MTJ refused to pay him approximately $ 100,000 to excavate land on the property, [n addition, the County has leamed that Wells Fargo has threatened to foreclose on the property that the County has leased and, in turn, subleased to MTJ. Both of these examples evidence an inabiliti, of MTJ to meet its debts as they come due. Third. the fact that it appears that MTJ, TVP, and its subsidiary entities misrepresented who actually owned MTJ and TVP creates a conditior, that leads the Airport to question whether MTJ can meet its material obligatrons under the FBO Agreement. Iu addition, the County has been told that there are disputes among the owners of 

### MTJ. This further underscores why Section 10.14 is triggered, and why the County is entitled to the further assurances that it sought in the July 7 letter. In addition, MTJ is in breach of several otherprovisions of the FBOAgreement. Without detailing every breach, let rne identify a few of the breaches of the FBO Agreement. MTJ has not provided the County with a performance and palnnent bond, naming the County as obligee and guaranteeing completion of,the improvements and facilities described in the FBO

l 712538 rMichael B. Manes

Thomas J. Byrne IUTJ FBO Partners, LLC luly 24,2015 Page 3
Agreement as required by Section 2.03 c. of the FBO Agreement, Nor did MTJ provide the Certificates of Insurance as required by Section 8.04 of the FBO Agreement. As set forth in Section 8.04, that is a material breach of the FBO Agreement and is grounds for rescission or termination. Moreover, based upon a conversation that I had with Torn Byme on July 23, I have reason to believe that the ownership of MTJ is changing once again. While Mr, Byrne refused 1o identify who he believed the new owners to be, 

### if there is any change in ownership-as represented to the County before the execution of the FBO Agreement-then the requirements of Section 9.01 apply. Before MTJ can change its ownership it must get the County's permission and must provide any and all requested information to assure that the County and its citizens are protected and that any change in ownership is in the County's and its citizens'best interests. Accordingly, I request that the identity of the new owllers of MTJ and the percentage 

### of ownership of each be provided to me by 5:00 P.M. on Monday, July 27,2015. Lastly, the County has been moving towards having a second FBO at the Airport since 2012, when Lany Danielle first expressed an interest in becoming a second FBO. Having made the decision, following the inquiry by Mr. Danielle, that having a second FBO on the Airport would serve its citizens and the traveling public well in many ways, the County wants to see that decision become a reality, Thus, as set forth in the July 7 letter, and pursuant to Section 2.05 

### of the FBO Agreeruent, the County reiterates its requirenrent that MTJ comply with all of its obligations under the FBO Agreement, including the obligation to have a performance bond and Certificates of Insurance, and recommence construction efforts by the end of this month. Please provide all requested information to me no later than 5:00 P.M. on Monday, July 27,2015. Should that not occur, the County 

### will consider all options open to it. Sincerely, s/ Bobbee J, Musgrave Bobbee J. Musgrave

1732538 I

### EXHIBIT NN

### BYRNE, 

### KIELY & 

### WHITE, I T C ATTORNEYS AT LAW THE CHAXCERY SUITE 13OO THOilAS 

### ]. BYRNE 1120 LINCOLN STREET
^LSO ^ot{rrrED rx rcr voRx^p caLrPoo.r^ DENVER, COLORAOO 80203 TELEPHONEs (303) E6L-5511 FACSTMTLET (303) E61-0304 ]OsEPH A. KIELY (1944-1992)

July 31,2015

Bobbee J. Musgrave Bryan Cave LLP 1700 Lincoln Street, Suite 4100 Denver, Colorado 80203454 I 

## Re: MTJ FBO Partners. LLC Dear Bobbeel We are responding on 

### hhalf of MTJ FBO Parrrers, LLC ("MTJ") and 

### is members to yow lettcr dated July 24,2015 and acknowledge that letter as notice of certain oonditions that may be construed as in default of thc Amended Fixed Base Operator Agreement dated February 17,2015 (ttre "FBO Agreement"). In accordance with Section 7 of the FBO Agreemenl MTJ 

### will cure those conditions, or present a plan for ttre cure of those conditions acceptable to the County, within 30 days of your notice, on or before August 23,2015, Very truly yoursr MICHAEL B. MANES P.A. BYRNE, KIELY 

### & WHITE, LLC

### EXHIBIT OO

# B-!,Yjfl+HrF BRYAN CAVE LLP I 7iiO Lt116slq 51'ss1 Surte 4100, Denuer l0 40203 4511 I 303861 700C t 30386602C0 bryancave.com

August 7,2015 Hobbcc J \1u:qr1\ ( I)rrco: 1( ll-fi(r(,-l)Jt(r l:obbt c.rnusgrr, .@Lr)'ancar c ctrm 

### VIA U.S. 

### MAIL AND 

### ELECTRONIC 

### MAIL Michael B. Manes Michael B. Manes P.A. 950 S. Pine Island Rd., Suite A-150 Plantation, FL 33324 michael @manesl egal.com

Thomas J. Byrne Byme, 

### Kiely 

### & White, LLP 1120 Lincoln Street, Suite 1300 Denver, CO 80203 tbyrne@bkwlaw.com

MTJ FBO Partners, LLC 

### I Creative Place Montrose, Colorado 8 140 I Dear Gendemen: 

### I am not going to reiterate the points made 

### in my July 

### 7,2015 and my July 24,2015 letters to 

### you, except 

### to note 

### that none 

### of the information requested 

### in either 

### of the letters has been provided 

### by your 

### clients. However, 

### I do want to respond 

### to your letter 

### of July 

### 31,2015. The County's position is that 

### for certain breaches 

### of the Amended Fixed Base Operator Agreement ("Agreement") 

### by your 

### clients, your clients had 

### until August 

### 6, 2015 

### to cure those breaches. 

### For other breaches, such as 

### the failure 

### of MTJ FBO Partners 

### LLC, ("MTJ") 

### to obtain the required insurance coverages and 

### to provide evidence 

### of the insurance coverage 

### by providing certificates of insurance coverage acceptable to the County 

### with the Director of Aviation within ten (10) days 

### following the 

### initial date of the Agreement, is a material breach of the Agreement and grounds for rescission and termination. See, Sections 8.03 and 8.04. The 

### initial date of the Agreement is February 

### 17,2015. There is no 

### thirly day right to cure those tlpes of breaches.i\licliael B. NIanr:s

Thoma-s 

### i. Byme Nf-fJ FtsO Partners, LL.C Augusi 

### l.2Ai5 Page 2

As set forth in my July 24 letter to you. and based upon conversations that Carolyn Clawson and 

## i had 

### with fuIr. N'ianes, conversations thai Teresa 

### Wiiiiams had 

### with Mr. lrdanes, anci several conversattons that I had 

### with Mr. Byrne. 

### it is clear that the ownership 

### of MTJ is rn the process of changing. 

### As I mentroned to both Mr. Manes and to 

### Mr. B1,rne on rnore than cne occasion, 

### any change 

### in either 

### the FBO agreement 

### or the Ground Lease 

## will require 

### prior County Commissioner approval. Because the MTJ FBO 

### will not go forward with the entities that were approved by the County Commissioners on February 17,2015, it is clear that the Agreement is no longer in effect. Moreover, there has been no construction activity at the FBO site since May, and even though the County'insti-.icted 

### \'lTJ to recommcncc consti-uction activity by thc end of July. ihat has not happened. The fact that there has been no construction activity for almost three months is fuither evidence that MTJ's paftners recognize that the amended FBO agreement is no longer in effect. Thus, instead of 

### fiiing lawsuits to force your clients to comply with their obligations, we shouici ai1 recognize the obvious. Baseci on the reasons in this ietter, as weii as others set forrh in my Jdy 7 and July 24 letters, 

### it is reasonable and prudent for all parties to mutually agree that the Amended Fixed Base Operations Agreement dated February 17,2Al5 between Montrose County Regional Airport and MTJ FBO Partners, LLC is no longer a viable agreement, and therefore, 

### it is terminated. Please know, however, that should MTJ FBO submit a new proposed agreement to the County at some future date to establish and operate a fixed base operation on the Airport, the County 

### will be huppy to review 

### it in accordance with County and FAA requirements. Prior to any review or consideration of a proposed agreement, MTJ, or any other individual or entity submitting such a proposed agreement, 

### will be required to provide to the County any information the County, in its sole determination, 

### will need in order to make an informed decision. Information provided 

### will be verified or verifiable by the County. 

### if you wish to respond to this letter, please do so by August 13, 2015. Sincerely, s/ Bobbee J. Musgrave Bobbee J. Musgrave

### EXHIBIT PP

### BYRNE, KLELY 

### & 

### WHITE, T.r C ATTORTISY5 AT LAH THE CHANCERY SUITE 13OO THO4As ]. BYRNE 1120 LINCOLN STREET ^Lro mrr€o rx xfl yM rc qLrFoilu DEI{VER ' COLORADO 80201 rELEPHOr,,tE: (303) 861-5511 FACSTMTLE: (303) 861-0304 August 13,2015 ,O5EF.I A. KIELY (1944-1992)

Bobbee J. Musgrave Bryan Cave LLP I 700 Lincoln Street, Suite 4l 00 Denver, Colorado 80203-454 I 

## Re: MTJ FBO Partnen. LLC Dear Bobbee: We are rcsponding on behalf of MTJ FBO Partncrs, LLC ("MTJ') and its members to you lettcr dated August 7 , 2015, As stated in our July 

### 3ls letter, MTJ acknowledged yorr July 24th leuer as notice 

### of cerfain conditions that may be construed as in default of the Amended Fixed Base Operations Agrccment dated Fcbrua ry 17,2015 ("Amended FBO Agrecment'), In your July 24h letter, for 

## ti nrst time, you complained that MTJ has not provided the County with a performance and paymetrt bond or certificates of insurance. [n accordaDce with Section 7 of the Amended FBO Agreement, MTJ has 30 days from the date of your notice, until August 23,2015, to cure those 

### "oiditio*, or present a plan for the cure of those conditions acceptable to the Counry. MTJ will work with the County to cure tlre performance and payment bond issue 

### in accordsnce with Section 

## 7. However, MTJ has already p.rovided a certificate 

### of insurance procured by its member, TVP, to the County pursuant to Tom Byrne's email to Teresa Williams and Lloyd Arnold at 9:35 a,rL on June 4, 2015. Copies of that email and tbe certificate of insurance are affached. We havd also attached the ce(ificates of insurance which add MTJ and TelSki Aviatiotr, LLC to that same policy. Because MTJ has already provided the certificates 

### of iosurance, the rescission and termination provision of Secrion 8 that you cite is inapplicable. Nonetheless, any deficiencyin this regard would still be subject to the 30-day cure period; Section 8 does pq[ provide for immediate rescission or termination. Moreover, the cure provisions in Section 7 exprcssly apply to *eny term, covcnant, or conditiou of this agreement," Shoutd the County believe that the certiiriates of insurance that we have provided are deficient in any way, please provide wrinen notice of such deficiency and MTJ will cure in accordance with Section 7,Bobbcc J. Mttsgrn,rc August 13,20t5 D^ -^ 't r (tEL 4

There is no support for the Courrty's position that your July 7, 20[5 lencr constitutcd notice of any atlcged dcfault(s) pursr.taut to Scction 7 of thc Amended FBO Agreemcnt. Thcre werc no rcferences to any alleged defaults or breachcs in that letter. Ratiicr, that lctter was a rcquest for information regarding thc owncrship structurc of MTJ and its rciateri entities and a dernand that 

### MTJ resumc constrtrction 

### in rcsponsc 

### to ccrtain unsubstantiatcd rurnors. Accordingly, the July 7'l' lettcr is not a noticc o[ dc[ault and did not triggcr the 30-day curc period sct forth in Section 7. Rcgarding changes in thc ownership of MTJ, MTJ is ftrlly aware of its obligations undcr thc Amcnded FBO Agrccrnent and Minimuur Standards and 

### will fully cornply with those obligations in the event that tltcrc is such a changc of ownersltip. lrctlw [\rlTI iq nrrrrantlv in nnrnnliancn wirh itc cnnstnrctinrr nhliqatinns nrtrslrrnt to the LcJ.irr lYr ii i- Lurr!rr.ri t.t !u_rrriJ:t-..L_- Arnendcd FBO Agrccrncnt. MTJ Fully iutends 

### to complctc 

### thc Phasc 

### I irnprovemcnts cnumeratcd in Section 2 of thc Amendcd Fl3O Agrccment within 36 months; MTJ has tnerely cncountcrcd solne unanticipated delays that havc temporarily suspendcd construction, but which will not affect thc 36-rnonth ccmplcticrr sclrcdule. MT-l acknowledges thc Counly's dcsirc for dcmonstratcd pmgress toward a secontl FBO and rcmains comrnittcd to fulfilling all 

### of its obligations in the A-mended FBO Agrecrnent, Accordingly, 

### MTi will usc its best efforts to rnininrizc the currcrrt construction delaY. For thc reasons sct fortlr abovc, wc bclicvc that there arc no valid grotrnds for terrnination of the Amendcd FBO Agreemcnt. However, MTJ is committcd to working with thc County to find a cornmon ground for rnoving forward with the FBO Agrcernent and to satisfy thc concet.tts cxprcsscd in your lettcrs. All parties havc bccrt rvorking diligcrrtly to rcsolvc all issucs set forth in your letrers, and wc anticipatc prescnting thc County with all of the requcsted information prior to August 23,2015. Vcry trrrly yours, BYRNE, KIELY & WHITE, LLC

Thorrras J. BtTmc 

# s,'K"(o n'K-"zty HAEL B. MANES P.A.

Michael B. Mnncs

Enclosurcs

### EXHIBIT QQ

### BYRNE, 

### KIELY 

### & WHITE, LLC ATTORNEYS AT LAIT THE CHANCERY SUITE 13OO THOMAS

### ], BYRNE 1120 LINCOLN STREET also a(t.rrl€o rr l{Etf yoRK Ar.ocr,LtFo{,NtA DENVER, COLORADO 80203 TELEPHONE: (303) B61-5511 FACSTMlLE: (303) 861-0304 JOSEPH A. KIELY (1944- 1992 )

August 21,2015 Bobbee J. Musgrave Bryan Cave LLP 1700 Lincoln Street, Suite 4100 Denver, Colorado 80203-454 I 

## Re: MTJ FBO Partners. LLC
Dear Bobbee: We are responding on behalf of MTJ FBO Partners, LLC ("MTX') and its members to your letter dated August 19, 

### 2015. For the reasons described below, the termination 

### of the Amended 

### Fixed Base Operatiora Agreement dated February 

### 17, 2015 ("Amended FBO Agreement"), as set 

### forth 

### in your letter, 

### is arbitrary, preemptive, and violates the specific Cancellation and Termination provisions set forth in Section 7 of the Amended FBO Agreement. As stated in our previous letters, your July 24th letter was MTJ's first notice of certain conditions that the County contended may b your July 246 lener, the Counly did not re pursuant to any provisions of the Amended FB you provided notice 

### of MTJ's alleged failure to provide Certificates 

### of [nsurance pursuant to section 8.04. The express provisions of section 7.01(b), which apply 

### if the "Operator fails to keep, perform, or observe any term, covenant or condition of this Agreement," afford MTJ 30 days from ttre date of your notice, until August 23,2015, to cure those conditions, or present a plan for the cure of those conditions acceptable to the County. Section 7 applies to all events 

### of default and is the exclusive provision in the Amended FBO Agreement for termination. The FBO Agreement is binding on both parties, and it provides procedural safeguards to both parties and imposes good faith obligations on both parties. Sections 8.04 and 10.14 do not allow the County to forego the mandatory 30-day notice and cure p€lod for any reason. Therefore, your termination of the Amended FBO Agreement on August lgih is simply invalid. Wi0r respect to your demand for assurances pursuant to $ 10. 14, the ownership of MTJ is aware of its obligations regarding change of ownership under the Amended FBO Agreement and Minimum Standarrds and 

### will fully comply with those obligations in the event that there is such a change of ownership,Bobbee J. Musgrave

August 21,2015 Page 2 Tl- - ^ll^-.--,:^-^ :,- .,^..- 4...,..^, I Otl) l^,r^- -^^--r:..,, "rl.o ,'^^.o^ ^l- ll\:c h.o..^ir"

I llL dll€g(ltlUllJ lll )Uul ^UELlJt I / tvl(er rL6olurr.S (lle vvrrrlYsLrr!uJ vr and "immediate and obviorrs exposure" are uot supportcd by the facts 

### or tlte Antended FBO Agreenrent and do not change this analysis. MTJ provided thc County 

### with its Ccrtificate 

### of Insurance tlrrough 1-om Byrrte's email to Teresa Williarns and Lloyd Arnold on June a,2015 and again with its letter to you dated August 

### i3,2015. -fliose ceftiflcates clearly reflcct that the aoplicable policv had been effective gince Decernbel 

### 201a. That 

### policy was obtained by 'felluride Venture Pariners, LLC, as owner of the property and the entity which has the insurable interest. Further, the Certificates 

### ol Insurance provided by MTJ name MT.i, TetSki Aviation, LLC, and the County as additional insureds in accordance with tlte requirements of,tlre Anlended FBO Agreement and Mininrurn Staudards. Tltus, 

## it is clear tlrat 

### this ittsurance policy has provided covetage tbr all relevaut parties for all applicable risks, including those ettttnterate d irt your letter, since priorto thc Effbctive Date of the Antendcd FBO Agreetnettt. Any oversight in providing the Certificates 

### of lnsurance was de minimis and readily curable, as tlte underlyirtg coverage rvas in place at all relevant tintes. Moreover, in ourAugrrst l3rl'letter, we asked the County to provide uotice 

### if it perceivcd arry deficiencies in MTJ's Certificates of Insurance so that MTJ could curc such deficiencies in aceordarrce witfi section 7.01(b). The County has not done so; yorlr letter of August igtl'nterely states that "The Certificate o('Insurance provided by Teiluride Venture Paftners ("TVP") cioes not comply rvith MTJ FBO's obligations under the FBO Agreenrcut," witltout citirrg any sprecific ! a: : - :.. .-.t-:^t- rL^ F^-+ili^^+o^ ...ir -^r ^armnirr'i -i'iroroin'o iiTi criii hac nal qgllclcllcy ul lltilllll(;l lll wlllull lll(; vultlrlusluD uv lrvr vurrrPrJ. r rrwrwrvre' been giverr adequate notice or the opportunity to cure any perceivcci cieiauits in accordance witil section 7.01(b). For the reasons set lorth above, the tcrmination of tlte Antended FBO Agreement, as set lbrth in your letter dated August 19,2015. violates the exclusive Cancellatiou artd Terntinatiott provisiols ser.tbnh 

### iu Sectiou 

### 7 

### of the Arnended FBO Agreertrent atrd arbitrarily preen'lpts MTJ'r right to cure any allcged lailurc to conrply with any terlll, covenant or cottdition. l'his termination would not survivc litigation should MTJ be forced to pulsue that legal alternative to protect its interesls. I-lowever, MT1 renrains corlmitted to fulfilling its obligations and nraintaining its riglrts under the FBO Agrcement and to working with the County to satisfy the concerns expressed in your ierters anci to go forwarci rvitir rire FBO Agreentent. To iiiat erid. iv'iTi 

### will present the 'County witir resolutions to thc ouistanding issues within the 30-day notice and right to cure provisions ol the Agreement, as expressed in our letter dated August I 3, 20 I 5' Very truly yours, 

## BYR WI{ITE, LLC 

# B^'*'.- 

# rr.n (/ AEL B. MANES P.A.

### EXHIBIT RR

## B-lH+l.tilrVtEBYANCAVTL-P ;/ilt,, l,Mr:.Srrrpr 5r,t"{lUJ llrnver C0 N20:{454] I l0l 86l TDlt) t lDl S5602C0 bryarwam

August 24,2015 B,,bbee J tr{usilrrr t l)arrnqr Drrccr JU-l'866-Ulu(r bobbcc.musgralc(g.bD ancavc com 

### VIA FACSIMILE AND 

### ELECTRONIC 

### MAIL Michael B. Manes Michael B. Manes P.A. 950 S. Pine Island Rd., Suite A-150 Planlation, FL 33324 michael@manesle gal. co m Thomas J. Byrne Byrne, Kiely & White, LLP 1120 Lincoln StreeI, Suite 1300 Denver, CO 80203 tbvrne@bkwlaw.com MTJ FBO Partners, LLC 

### I Creative Place Montrose, Colorado 81401 Fax No.: (970) 249-2808 

### RE: EMERGENCY 

### SITUATION AT 

### THE MONTROSE 

### REGIONAL AIRPORT Dear Gentlemen: Last Wednesday evening Commissioner Glen Davis received a voicemail message fiom Justin 

### Collins, 

### the owner 

## of Goldenrod Fence, 

## Inc. In the message 

## Mr' Collins informed Commissioner Davis that MTJ FBO had failed to pay for temporary perimeter security fencing that his company has installed on the TVP (former JetAway) building 

### property' 

### Mr' Collins stated in his message that he was going to immediately commence removing that fencing. Since 

### Mr. Collins' voicemail message 

### on Wednesday 

### night, the County has learned that Valleylvide Fence, a subcontractor to Goldenrod Fence, has also not been 

### paid. The owner 

### of Valleyrvide Fence has stated that today, AugUst 

### 24, 2015, he 

### will commence removing the fencing on the TVP building property' The removal of the fencing 

### will have catastrophic consequences for the 

### County 

### lf the fencing is removed, that 

### will constitute an immediate security and safety breach in violation of FAA and

1- 15)04 2iriichaei B. Niancs

Thonias J. Byrne f,l fJ FBO Partners, i-LC 4,,-,.-+ 1/ .)n t< nuBuJr Lal Lv t J Page 2

TSA mles and regulations. The relrloval of the fencing 

### will rrtean that the Airport is not a secure facility and that anyone could access the Airport, including accessing active runways, vt,ithout the ability 

### oi the 

### airport to hait that activity or protect the traveiing pubiic, 

### nirpon empioyees or employees of businesses who operate at the Alrpofi. The County was able to convince the fencing companies to delay the removal of the fencing for 

### a few 

### days, The County 

### is hereby putting MTJ, the lormer FBO operator under the now terminated February 17, 2015 Amended FBO Agreement, on notice That since this fencing was done under MTJ's direction 

### while 

### it was the FBO. 

### MTJ is required 

### to immediately pay the amounts due and owing to the fencing companies 

### in order to prevent the fencing from being removed. This is required by Section 3.06 

### a of the norv terminated Amended FBO Agreement. Should MTJ refuse to phy the amounts due and owing under the Amended FBO Agreement, the County is looktng to TVP to pay those amounts. TVP owns the land that the fencing sits on. The County demands that the amounts due and owing be immediately paid by your 

### clients. 

### If those amounts are not paid 

### within one week from the date 

### of this letter, the County 

### will be required 

### to take steps to protect the integrity and security 

### of the 

### Airport, and 

### will bill your clients for those expenses. Moreover, the County is aware that 

### in July,20l5, Jacobs Engineering sent an email 

### to Larry Danielle, one of the owners of MTJ, alerting Mr. Danielle and contractor Charles Distel of the needed reclamation of the ground and site that supports taxiways E6 and ECHO prior to those taxiways being re-opened for use. Jacobs Engineering further notified Mr, Danielle that the site musr be reclaimed to meet FAA standards, including the drop-off that was created by the dirt excavation, which must be backfilled and compacted, and that the site could not be left as 

### it is. The closure of the E6 and ECHO taxiways do have an impact on Airport operations. It has now been five months since constmction ceased at MTJ's FBO site, and almost two months since MTJ received the letter of warning from Jacobs Engineering. The reclamation of E6 and ECHO Taxiways to 

### FAA standards to enable them to be re-opened must also be completed 

### by MTJ andJor TVP, and done in a timely way so that both taxiways can be reopened soon. .In addition, the County has leamed that several other vendors that have provided 

### work or services have not been paid by MTJ or 

### TVP. These include the Horse Fly Brewing Company, a restaurant who catered the lunch at the ground breaking cerenlony on 

### May 11,2015, Delruont Engineering, Jacobs Engineering, and Distel Contracting, 

### LLC. Along with Goldenrod and Valleywide, some of these entities have informed tlie County they 

### will be, or are looking into, filing liens against the MTJiTVP properry. That is also a violation of the now terminated MTJ FBO Agreement.Ivlichael B. NIanes

Thomas J. Byme IUTJ FBO Partners, LLC August 24,2015 Page 3


### The County 

### is just now learning about these additional breaches 

## of MTJ's and TVP's obligations under the Amended FBO Agreement and the Ground Lease. Like not having the proper insurance 

### in place, along 

### with the proper Certificates 

## of Insurance, 

### the 

### fact that Goldenrod and Valleywide are taking steps to remove fencing that protects the integrity of the Airyort could result in catastrophic consequences. The County carulot allow that to happen. 

## If these issues surrounding the fencing are not addressed within one week of this letter, the County 

### willtake all steps to protect the Airport, the County of Montrose and its citizens. The County is 

### willing to provide MTJ and TVP up to thirty (30) days from the date of this letter to complete the repairs to E6 and ECHO. Tf those are not completed by that date the County 

### will step in to conduct those repairs, and 

### bill your clients for those expenses. Sincerely, s/ Bobbee J, Musgrave Bobbee J. Musgrave

### EXHIBIT SS

## B.[J,A+l+ffit8flYAN CAVE l-LP 1 700 Lincoln Strcel

September' 9,2015 Boblree J. Irlusgrr.'e Prrmcr Dirccc 301-866 018(r bobbcr.mus[,rale(@ hryancc ve.com 

### VIA ELECTRONIC 

### MAIL AND U.S. 

### MAIL Michael B. Manes Michael B, Manes P.A. 950 S. Pine Island Rd., Suite A-150 Plantation, FL33324
m ichael @rnanes I esal.co m Thomas J. Byrne Byrne, Kiely & White, LLP 1120 Lincoln Street, Suite 1300 Denver, CO 80203 tbyrne@bkwlaw.coqr MTJ FBO Partners, LLC 

### I Creative Place Montrose, Colorado 8 I 401

Re: MTJ FBO GROUND LEASE Dear Gentlemen: Given 

### thar the Counq, has terminated 

### the 

### MT FBO Amended 

### FBO Agteement ("FBO Agreement''), the Counry is terminating the 

### MIJ FBO Gtound Lease ('MTJ Gtound Lease'). As set forth in futicle 

### II A. and B. of the Ground Lease, the Ground Lease in inextticably tied to the FBO Agreement. Thus, since the FBO Agteement is terminated, the Grouod Lease is termilated
as well. In addition, as was requircd in thc FBO Agreement, Article D(, D. of the Ground Irase reguired lv{'IJ FBO to provide the County rvith n Cettiflcate of Insurance within 10 days ftom t]re sigoing 

### ot the Ground 

### kase, As discussed in pdot cortespondence to you, MTJ FBO has not complied with the hsuance requirements set forth 

### in the FBO Agreernent 

### or the Ground Lease. That is an addirioual basis for the termination. Suite 41m. Denver. C0 8C203-1541 T 303 86l 7000t 303 866 m00 bryancave.com

1736567.1Michaei B. Manes Thomas J. Byrne N{-fJ FBO Partnets,I I Q Jcpr"€trlocl >,zvL) Page 2
Fr:lthesnore, Arncle 

### X identifies 

### ofier events that t:iqger the CountrT's tight 

### tc terrninate the Giound Lease, lncludiag MTJ trBO's failure to pelform 

### cl cbser,'e ari terrn, ccvenant or condition of the Agreement, or if MTJ FBO abandons its fixed base operations for ten (10) consecutive days. Given that ali efforts 

### to movc fotward 

### with the FBO ceased 

### in May, 2015, and givcn that thc partners of IWIJ FBO are embroiled in litigation, 

### it is evident that MTJ IrBO has abandoned its efforts to opetate an FBO.

Teresa Williams

- ----1__- nI-___-- \,arory rr \-rawsulr Sincetely,

BobbeeJ. Musgrave

### EXHIBIT TT

### DISTRICT COURT

MONTROSE 

### COUNTY STATE OF 

### COLORADO Court 

## Address: 1200 

### North Grand Avenue

Montrose, 

### Colorado 

# 81401 

# | A COURT USE 

### ONLY 

# Plaintiff: Iotrn P. 

### Cossick

as. 

# Defendants: The 

### Board of 

### County

Commissioners 

### of the 

### County of Montrose; Majestic Skies, 

### LLC; MTJ FBO 

### Partners, 

### LLC; and 

### Telluride Venture Partners, 

### LLC 

# Attorneys: David L. Masters

Melissa J. 

### Alcorn The 

### Masters 

### Law Firm, P.C. 

### Attorney for 

### Plaintiff 

# Address: 152 

### Colorado Avenue

Montrose, 

### Colorado 81401 

### Phone 

## Number: 970-249-2622 

# E-mail: dlm@masterslawfirm.com mj 

### a@masterslawfirm. com 

### Atty.Reg. 

# Nos.: 1,5869 

### and47179 Case 

### No.: 2014CV30191 

### Division: 5



### PLAINTIFF'S PARTIALLY UNOPPOSED 

### MOTION TO DISMISSThe 

### plaintiff moves the 

### Court/ pursuant to Rule 41(aX2) of the 

### Colorado Rules



### of 

### Civil Procedure, 

### for an 

### order dismissing this case 

### with prejudice, each 

### party to pay 

### its own attorney fees 

### and costs. 

### Rule 121. 

### Certitication Plaintiff's counsel has 

### conferred in good 

### faith 

### with defense 

### counsel about 

### this 

### motion. The 

### defendant Majestic Skies, 

### LLC, does 

### not oppose the 

### relief requested 

### in this 

## motion. The defendants 

## MTI FBO Partners, 

### LLC, 

### and Telluride Venture Partners, 

### LLC, do 

### not oppose 

### the 

### relief requested 

## in this 

## motion. The Board of County Commissioners of the 

### County of 

### Montrose (the 

### County), opposes the 

### relief requested 

### in this motion. Basis 

### for 

### Motion The agreements at 

### issue 

### in this matter have been 

### terminated.l The 

### assertion 

### by the 

### County in its 

### motion for summary 

### judgment that the agreements have been 

### terminated constitutes a 

### binding judicial admission. See, Gonzales a. 

### Windlan,2014 

### COA 176,\45,201.4WL7447196 (Colo. 

### App. 201,4). 

### Accordingly, this case no 

### longer presents an 

### actual 

### controversy that may be 

### determined 

### with a 

### declaratory 

### judgment action, 

### and thus should 

### be dismissed. Courts 

### must confine 

## their exercise 

### of jurisdiction to cases 

### that present a 

### live case 

### or 

### controversy. A case is 

### moot when the 

# ' Exhibit G, 

### and 

### argument at pages 6 

### and 7, 

### Montrose County 

### Motion for Summary 

### ]udgment.
2

### court's 

### ruling would have 

### no practical legal 

### effect. Daaidson u, Committee 

### for GaiI



### Schoettler,Inc.,24P.3d621.,623 (Colo. 2001). 

### And, as 

### argued 

### in the 

### County's 

### motion for summary 

### judgment, "because there is 

### no 

### existing question or legal 

### controversy,

a 

### determination of these issues 

### by declaratory 

### judgment 

### would be 

### improper."2 

### The central question 

## in a mootness 

### problem 

### is whether 

### a change 

## in the 

### circumstances 

### that prevailed 

## at the beginning 

## of litigation has forestalled the 

### prospect 

### for meaningful 

## relief. Zoning Board of 

### Adjustment 

### of Garfield County a. 

### DeVilbiss,72gP.2d353,356 (Colo. 1986). 

### In this case, 

### the agreements 

### that gave 

### rise
to 

### this 

### litigation have been 

### terminated. There has 

### been a 

### change 

### in circumstances that forestalls the 

### prospect 

### for meaningful relief and this case 

### should be 

### dismissed

as 

### moot. Request 

### for Relief The 

### plaintiff requests 

### that the 

### Court enter an 

### order 

### dismissing this case

## with prejudice, each 

### party to 

### pay its 

### own attorney fees 

### and costs. 

### THE MASTERS 

### LAW FIRM, P.C.



### David L. Masters Melissa J. 

### Alcorn

2 

### Montrose County 

### Motion for Summary Judgment, 

### page7. -3-

### Certificate of Service



## The undersigned 

### certifies 

## that 

## on October 

## 5, 2015, 

## the PLAINTIFF'S PARTIALLY UNOPPOSED 

### MOTION TO 

### DISMISS was served on the 

### following counsel of record 

### through the 

### Integrated Colorado Courts E-Filing System: 

### Carolyn B. 

### Clawson, Esq. 1,61. 

### South 

### Townsend Avenue Montrose, 

### Colorado 81401 Bobbee J. 

### Musgrave, Esq. 

### Heather K. Larson, Esq. 

### Bryan Cave 

### LLP 1700 

### Lincoln Street, 

### Suite 1400 

### Denver, 

### Colorado 80203-4541, 

### Michael D. 

### Hockersmith, Esq. 

### Hockersmith & Mueller, P.C. 

### P.O. Box 646 

### Ouray, Colorado 81427 

### Thomas J. 

### Byrne, Esq. 

### Kevin R. 

### Kennedy, Esq. 

### Byrne, 

### Kiely & \tVhite, 

### LLC 1120 

### Lincoln Street, 

### Suite 1300 

### Denver, 

### Colorado 80203



### Certificate of Electronic Service
The 

### undersigned certifies that on 

### October 5,20L5
, a 

### copy of 

### the 

### PLAINTIFF'S PARTIALLY UNOPPOSED 

### MOTION TO 

### DISMISS was sent 

### via electronic 

### mail addressed to: 

### Michael B. 

### Manes, Esq. 

### michael@maneslegal. 

### com

4

### EXHIBIT UU

### COLORADO COURT OF 

### APPEALS



### 2East 

### l4th Avenue Denver, CO 80203



## ^ COURT USE 

## ONLY^ APPEAL FROM 

### DISTRICT COURT, MONTROSE COLINTY STATE OF 

### COLORADO The 

### Honorable Steven 

### Patrick Case 

### No. 15CV30057 

### Plaintiff/Appellant: JET 

### CENTER PARTNERS, 

### LLC, a 

### Colorado 

### limited 

### liability company, V. 

### Defendants/Appellees : 

### MTJ FBO PARTNERS, 

### LLC, a 

### Colorado 

### limited 

### liability company; 

### TELLURIDE VENTURE PARTNERS, 

### LLC, a 

### Colorado 

### limited 

### liability company; and TFIE 

### BOARD OF 

### COI-INTY COMMISSIONERS OF 

### THE 

### COUNTY OF 

### MONTROSE, COLORADO Colorado Court 

### of Appeals Case 

### No.



### Attorneys for 

### Plaintiff/Appellant Jet 

### Center Partners, 

### LLC 

# Name: Kathryn 

### A. Reilly (#37331)



### Kimberly B. Still (#42338) Wheeler 

### Trigg O'Donnell 

### LLP 

# Address: 370 

### lTth Street, Suite 4500



### Denver, 

## CO 80202-5647 

## Telephone: 303-244-1800 

# Facsimile: 303-244-1879 

# Email: reilly@wtotrial.com

still(@wtotrial.com



### NOTICE OF 

### APPEAL

### Pursuant 

### to Colorado 

### Appellate Rules 

### 3 and 

### 4, 

### Appellant Jet 

### Center Partners,



### LLC ("JCP") submits its 

### Notice of Appeal 

### from the 

### District Court 

### of Montrose County, Colorado. JCP seeks 

### reversal and 

### vacation 

### of the 

### district court's orders 

### dismissing its claims 

### for declaratory 

### judgment and 

### injunctive relief and 

### awarding
costs 

### to Appellees 

### MTJ FBO Partners, 

### LLC ("MTJ"), Telluride Venture Partners, 

### LLC ("TVP"), and 

### the 

### Board 

### of County Commissioners 

### of the 

### County 

## of Montrose, Colorado (the 

### "County"). 

# I. BRIEF DESCRIPTION OF 

### THE NATURE OF 

## THE CASE 

# A. General Statement of the 

### Nature of the 

### Controversy This appeal concerns 

### Appellees' wrongful actions 

### on land burdened 

### by a 

### restrictive covenant (the 

### "Land Use 

### Restriction") that 

### benefits land 

### in which JCP
has a 

### property interest. The 

### Land Use 

### Restriction 

### prohibits any business 

### from offering fixed based 

### operator 

### ("FBO") services 

### from property located adjacent 

### to the 

### Montrose Regional 

### Airport. The 

### County was a 

### parfy to the agreement that 

### both
created 

### the 

### restrictive covenant and 

### established 

### the rights 

### of owners 

### of lots in the burdened 

### property 

### to obtain controlled access 

### to the 

### Airport (the 

### "Off-Airport
Access 

### Agreement"). JCP leases 

### on-Airport land 

### from the County 

### to operate an 

### FBO. 

### In early 2015, 

### in 

### plain violation of the 

### Land Use 

### Restriction, the 

### County executed agreements 

### with TVP and 

### MTJ that 

### permitted 

### MTJ to immediately begin

### offering FBO services 

### from the 

### restricted property. JCP 

### brought claims against



### Appellees 

### for declaratoryjudgment and 

### injunctive relief and against 

### the Counfy 

### for breach 

### of its separate 

### contract 

### with JCP. 

### Appellees moved 

### to dismiss 

### JCP's claims arguing that JCP 

### lacked standing 

### to pursue 

### its declaratory 

### judgment and 

### injunctive relief claims and 

### that those 

### claims were barred 

### by 

### claim and issue 

### preclusion. The
issue 

### and 

### claim preclusion contentions pertained 

### to JCP's 

### participation in a 

### prior action between 

### the County and a 

### predecessor 

### of TVP relating to the access 

### right component of the 

### Off-Airport Access 

### Agreement. JCP 

### was 

### specifically precluded in that action 

### from raising Land Use 

### Restriction questions, 

### in part because 

### TVP's predecessor had abandoned arguments that the 

### Land Use 

### Restriction did not apply 

### to its lot. Nevertheless, the 

### district court found that 

### claim and issue 

### preclusion applied, dismissed 

### JCP's declaratory 

### judgment and 

### injunctive relief claims, and 

### found that 

### Appellees were entitled to 

### their costs 

### (the 

### "Dismissal Order"). The 

### court denied the 

### County's motion to dismiss 

### JCP's breach 

### of contract 

### claim. On JCP's 

### motion, the 

### district court 

### certified the 

### Dismissal Order as 

### final under C.R.C.P. 

### 54(b). Later, the 

### district court awarded 

### Appellees 

### their costs 

### related 

### to the dismissed 

### claims (the "Costs Order").

# B. Judgment, 

### Order or Parts Being Appealed and the Basis 

### for the 

### Appellate 

### Court's Ju 

### risdiction JCP appeals 

### the 

### Dismissal Order dismissing 

### their claims against 

### Appellees 

### for declaratory 

### judgment and 

### injunctive relief and 

### findingthat Appellees were 

### entitled 

### to costs. 

### JCP also appeals 

### the Costs 

### Order awarding Appellees 

### their costs 

### for the dismissed claims. 

### This Court has

### jurisdiction pursuant 

### to Colorado Revised Statutes 

### section 

## l3-4-l}2(1) and 

### Colorado Appellate 

### Rule 

### 1(a)(l) because 

### the 

### Dismissal Order and 

### Costs 

### Order are 

### final and appealable orders. See 

### C.R.C.P. 54(a), 

### (b); Reyher v. 

### state 

### Farm Mut. Auto. 

### Ins. Co.,2012 COA 58, fl',tl 

### 17-30,280 P.3d 64, 

### 68-70. This appeal is 

### timely under 

### Colorado Appellate Rule 3(a) because 

### it was 

### filed 

### within the 

### permitted under 

### Colorado Appellate Rule 4(a). 

# C. Whether the 

### Judgment 

### or Order Resolved 

## All Issues 

### Before the 

## Trial Court Including Fees 

### and Costs The 

### Dismissal Order and Costs 

### Order 

### did not resolve 

### all issues 

### before the 

### district court because 

### JCP's breach 

### of contract 

### claim against 

### the County remains 

### pending. 

# D. Whether the 

### Judgment 

### or Order was 

### Made 

### Final for Purposes 

## of Appeal Pursuant to C.R.C.P. 54(b) The 

### Dismissal Order was made 

### final under C.R.C.P. 54(b) on 

### August 19, 

### 2075, and 

### the Costs 

### Order was entered after 

### Rule 54(b) 

### certification.

4

# E. Date on 

### Which the 

### Judgment 

### or Order was 

### Entered

The 

### Dismissal Order was entered on 

### July 

### 9,2015, and 

### was 

### certified as 

### final pursuant 

### to C.R.C.P. 54(b) on 

### August 19, 201 5. 

### The Costs 

### Order was entered on 

### August 

### 25,2015, and 

### amended on 

### August26,2015. 

# F. Whether There Were Extensions to File 

### Motions 

## for Post-Trial 

### Relief No extensions have been sought 

### or granted 

### to 

### file any 

### motion for post-trial relief. 

# G. Date on 

### Which Motions 

### for Post-Trial Relief 

### Were Filed There have been 

### no motions 

### for post-trial relief. 

# H. Date on 

### Which Motions 

### for Post-Trial Relief Were Denied There have been 

### no 

### motions 

### for post-trial relief. 

# I. Whether There Were Extensions to File Notice of 

### Appeal JCP has 

### not sought an 

### extension 

### to 

### file its 

### Notice of Appeal. 

# II. ADVISORY 

## LISTING OF ISSUES 

### TO BE 

### RAISED ON 

### APPBAL JCP 

### provides the 

### following advisory 

### list 

### of issues 

### that may be raised on appeal:

# l. Whether the 

### district court erred 

### in dismissing JCP's declaratory 

### judgment and 

### injunctive relief claims based 

### on its conclusion that JCP lacked

### standing as a 

### third party 

### beneficiary, despite 

### the fact JCP 

### did not assert 

### standing on



### that basis. 

# 2. Whether the 

### district court erred 

### in 

### failing to hold that JCP has 

### standing 

### to enforce the 

### Land Use 

### Restriction as 

### the lessee 

### of real 

### properly benefitted by a 

### restrictive covenant 

### running 

### with the land. 

# 3. Whether the 

### district court erred 

### in dismissing JCP's declaratory 

### judgment and 

### injunctive relief claims, 

### which arise 

### out 

### of Appellees' violation 

## of
the 

### Land Use 

### Restriction, because 

### Appellees 

### failed to establish 

### all of the elements 

### of issue 

### preclusion based 

### on a 

### prior action in 

### which a 

### violation of the 

### Land Use 

### Restriction was 

### not an issue 

### attrial. 

# 4. Whether the 

### district court erred 

### in dismissing JCP's declaratory 

### judgment and 

### injunctive relief claims, 

### which arise out 

### of Appellees' violation 

## of
the 

### Land Use 

### Restriction, because 

### Appellees 

### failed to establish 

### all of the elements 

### of claim preclusion based 

### on a 

### prior action 

### in which a 

### violation of the 

### Land Use 

### Restriction was 

### not an issue 

### at 

### trial. 

# 5. Whether the 

### district court erred 

### in finding that Appellees were 

### entitled
to 

### their costs 

### for the dismissed 

### claims and 

### later, awarding costs 

### to Appellees. 

# III. TRANSCRIPTINFORMATION No transcripts are necessary 

### to resolve 

### the issues 

### raised on appeal.

### IV.



## v. MAGISTRATE CONSENT The Orders on 

### review were 

### not issued 

### by a 

### magistrate. 

### NAMES OF COUNSEL Attorneys for Plaintiff-Appellant: Kathryn 

### A. Reilly (#37331) 

### Kimberly B. 

## still (#42338) Wheeler 

### Trigg O'Donnell 

### LLP 370 

### lTth Street, Suite 4500 

### Denver, 

### CO 80202-5647 

# Phone: 303-244-1800 

# Email: reilly@wtotrial.com

still@wtotrial.com Attorney for Defendants-Appellees : 

### Thomas J. 

### Byrne (#7931) Kevin R. Kennedy 

### (#37926) Byrne 

### Kiely 

## & White, 

### LLP 

## ll20 Lincoln Street, 

### Suite 1300 

### Denver, 

### CO 80203 

### -2140 

# Phone: 303-861-551 

### I 

# Email: tjb@bkwlaw.com

krk@bkwlaw.com Attorneys 

## for MTJ FBO Pqrtners, 

### LLC 

## & Telluride Venture 

### Partners, 

### LLC Carolyn Clawson (#197 

### 17) Assistant Montrose County 

### Attorney 161 South 

### Townsend Avenue Montrose, 

## CO 81401 

# Phone: 970-249-9424 

# Email: cclawson@montrosecounty.net

7

### Bobbee J. 

### Musgrave 

### (#l2aa0) Heather 

### K. Larson 

### (#47540) Bryan Cave 

### LLP 1700 

### Lincoln Street, Suite 4100 

### Denver, 

### CO 80203 

### -4541 

# Phone: 303-861-7000 

# Email: bobbee.musgrave@bryancave.com

heather. Iars 

### on@bryancave. com Attorneys 

## for the 

### Board of County Commissioners 

### of the CounQ 

## of Montrose, Colorado 

# VI. APPENDIX OF 

### JUDGMENT OR ORDER 

### BEING APPEALED The 

### following documents are 

### attached as an 

### appendix to this 

### Notice 

## of Appeal: 

# l. July 

### 9, 2015 

### Order on Pending 

### Motions; 

# 2. July 15,2015 Order Granting Defendants' Joint Unopposed 

### Motion for Clarification of Court's July 9, 2015 

### Order on Pending 

### Motions; 

# 3. August 19,2015 Order on 

### Motion for 54(b) 

### Certification; 

# 4. August 19,2015 Order Granting JCP's 

### Motion to 

### Certiff July 9, 2015 Order as 

### Final Pursuant 

### to C.R.C.P. 5a@); 

# 5. August 25,2015 Order 

### Awarding Costs; and 

# 6. August 26,2015 Order Granting Joint Unopposed 

### Motion to Amend Order 

### Awarding Costs. 

# VII. SERVICE 

### A certificate 

### of service 

### in compliance 

### with Colorado Appellate Rule 25, 

### showing service 

### of the 

### Notice of Appeal 

### (with Appendix) on the 

### district court and 

### all of the parties 

### to 

### this appeal is attached.

### Dated: August 28,2015 Respectfully submitted,

sl 

### Kathryn A. 

### Reilly Kathryn 

### A. Reilly Kimberly B. Still Attorneys 

## for Appellant Jet Center 

### Partners, 

### LLC

9

## CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a 

### true and 

### correct copy 

### of 

### NOTICE OF 

### APPEAL was 

### filed and served 

### via the manner 

### indicated below 

### this 28th day 

## of August, 2015 

### to the 

### following: Thomas J.

# Byrne ( ) 

### First Class 

### Mail Kevin Richard 

# Kennedy ( ) Hand 

### Delivery Byrne 

### Kiely 

## & White, 

# LLP ( ) Facsimile 1120 

### Lincoln St., 

### Suite 

# 1300 ( ) Overnight 

### Delivery Denver, 

### CO 80203 

# -2140 (X) ICCES Attorneys 

## /br MTJ 

### FBo Partners, 

### LLC and

# Telluride 

# ( ) 

### E-Mail Venture 

### Partners, 

### LLC Carolyn

# Clawson ( ) 

### First Class 

### Mail Assistant Montrose County

# Attorney ( ) Hand 

### Delivery 

### 16l South 

### Townsend

# Avenue ( ) Facsimile Montrose, 

## CO 

# 81401 ( ) Overnight 

### Delivery 

## (x) rccEs Attorneys 

## for The 

### Board of County 

## Commissioners 

# ( ) 

### E-Mail of the 

### County of 

### Montrose, Colorado Bobbee J.

# Musgrave ( ) 

### First Class 

### Mail Heather 

### K. 

# Larson ( ) Hand 

### Delivery Bryan Cave 

# LLP ( ) Facsimile 1700 

### Lincoln Street, Suite

# 4100 ( ) Overnight 

### Delivery Denver, CO 80203 

# -4541 (X) ICCES Attorneys 

## for The 

### Board of 

### coune commissioners 

# of ( ) 

### E-Mail the 

### County of 

### Montrose, Colorado 

### District Court, Montrose County, State 

### of

# Colorado Advisory Copy of 

### Notice 1200 

### North Grand 

# Avenue of Appeal 

### Filed via ICCES Montrose, 

### CO 81404 

### Division 2 

### The 

### Honorable Steven 

### Patrick s/ Claudia Jones


## l0