FEDERAL AVIATION ADMINISTRATION 

DEPARTMENT OF TRANSPORTATION

In re the Complaint of:

JET CENTER PARTNERS, LLC,

Complainant

-againstCOUNTY OF MONTROSE, COLORADO,

Respondent.

Pursuant to Part 16 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 
2

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 
3

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 of a 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 the Montrose 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 the Montrose 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 the Montrose 

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 
4

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. The Northwest Airlines case on which the County relies is instructive. Northwest 
5

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 of these 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 Dismiss based 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 in Aircraft 

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 
7

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 in Northwest 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 the Northwest 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 the Northwest 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 
8

Indianapolis International Airport (IND) expires.” Northwest Airlines, Inc. v. Indianapolis 

Airport Authority (Final Decision and Order) at 1, 15.

The County’s reliance on the Ashton v. City of Concord case 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 the Ashton 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 of the 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 until after 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 
9

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. Aircraft Management 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-Saver thereafter 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.
10

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 

time being, 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 
11

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

case would otherwise be moot, courts may still resolve a case if the matter is one that is 

capable of repetition yet evading review. See, e.g., Chirco v. Gateway Oaks, L.L.C. 

384 F.3d 307, 309 (6

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

49 (1975). Pursuant to this exception, even when the precise circumstances 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. 
12

controversy arose are not likely to recur, courts will find claims not moot when the legal 

wrong complained of is 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 a position to assist airport sponsors in achieving voluntary compliance through 
13

guidance and counsel about the nature and applicability of federal compliance obligations

affecting their airports.”) As the Administrator for Airports explained in the Northwest 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. 
14

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 financial 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 forced 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
15

Board of County Commissioners, that the County is required by 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 of termination 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 

existing building 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 
16

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 conduct any 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. 

That refusal 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 
17

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 of Action. 

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 of Appeal 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 County refused 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 of taxpayer-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 of the 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 of MTJ’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 

II remains 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 offAirport 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 of the Director’s prediction in JetAway II that 

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 of Grant Assurance 5. JetAway II at 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 the JetAway II decision. 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 II decision 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 the reference 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 of the 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 if there 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 HH
9t412015 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 113
9l4l2Al5 ' 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=print
sl4l2a$ ' 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 II
Montrose 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 under
the 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 has jurisdiction 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 FBO
operations 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 was
executed 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 original
Majestic 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 that
property 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

10
resume 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 63
VERIFICATION

[. 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 JJ
l[

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 KK
Majestic 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... 101212015
Majestic 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 onairport.

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 LL
bry 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 rJ i!vu.i!u iv uvaiiiaiii iiiaa iiiLltlli iiigt that it ii iJ uuiii6 is doino hrrsine.s,rrith uuf,iiiiii i.J..,. h:q r.uJ iivi not

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 2
I.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 r
Michael 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 e gal.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.

LcJ.irr lYr lrctlw [\rlTI ii iq nrrrrantlv i- Lurr!rr.ri in t.t nnrnnliancn !u_rrriJ:t-..L_- wirh itc cnnstnrctinrr nhliqatinns nrtrslrrnt to the

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.o cr,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 2
iriichaei 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 e sal.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 7000 t 303 866 m00 bryancave.com

1736567.1
Michaei 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 DISMISS
The 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. I ars 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