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HomeMy WebLinkAboutC05-132 Vail Valley Chamber and Tourism Bureau CLJ5... 1'82. :to AIRPORT FUND AIRLINE PLEDGE AGREEMENT SUMMER 2005 THIS AGREEMENT is entered into by and between Vail Valley Chamber & Tourism Bureau ("Administrator"), a non-profit Colorado corporation, whose address is 100 East Meadow Drive, Suite 34, Vail, Colorado 81657 and Eagle County, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners, ("County"), whose address is Post Office Box 850, 500 Broadway, Eagle, Colorado 81631. I. RECITALS 1.1 Administrator is the Administrator of the Air Service Program, which intends to bring daily jet service to Eagle County Regional Airport, ("EGE") through contracts with American Airlines and United Airlines (the "Airline Agreements") for 2005 Summer Air Service. It is understood by the County that the Administrator is guaranteeing certain sums under the Airline Agreements but American Airlines alone is requiring the Administrator to obtain a Letter of Credit in connection with its summer air service agreements. 1.2 County will receive a benefit from the Airline Agreements, and desires to pledge to the Administrator a sum of $200,000 ("Pledge Amount"), to be used for improving air service to EGE and providing service under the Airline Agreements. Parties agree that of the $200,000 pledged by the County, $150,000 will be paid in the first tier, $0 will be paid in the second tier and $50,000 will be paid in the third tier. 1.3 In addition to the foregoing amount, the County will contribute cooperative marketing dollars to be used for general promotion and collateral material, which is mutually agreed upon. The County has submitted a check in the amount of $20,000 made payable to the Administrator for administrative costs associated with the Air Service Program. 1.4 In consideration of the mutual terms and conditions of this Agreement, the parties agree as further set forth herein. II. AGREEMENT 2.1 County has appropriated, budgeted and reserved for fiscal year 2005, and promises to pay to the Administrator, its successor or assigns, or order (the "Holder") the sum of $200,000 no later than October 31,2005, upon proof that said sum is due as described in the Airline Agreements. As stated above, $150,000 will be paid in the first tier, $0 will be paid in the second tier and $50,000 will be paid in the third tier. County and Administrator agree that County's Pledge Amount will not exceed $200,000 for fiscal year 2005. 2.2 Administrator promises to enter into Air Service Agreements with American Airlines and United Airlines to provide daily summer jet service to EGE for the 2005 summer. As stated above, it is understood by the County that only American Airlines is requiring the Administrator to obtain Letters of Credit. 2.3 This Agreement shall be governed and interpreted by the Laws of the State of Colorado. Jurisdiction and venue shall be in the District Court, Eagle County, Colorado. 2.4 The parties understand and agree that Section 20 of Article X of the Colorado Constitution contains certain restrictions on multiple fiscal year financial obligations. Therefore, the financial obligations of the County under the provisions ofthis Agreement are expressly contingent upon such funds being appropriated, budgeted, reserved and otherwise made available each year on an annual basis. In the event the County fails to appropriate, budget or otherwise make such funds available in any year to fulfill the obligations under this Agreement, the other party may terminate this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the County shall have no obligations under this Agreement nor shall any payment be made in respect of any period after December 31 st of each calendar year during the term of this Agreement, without prior appropriation therefore by Eagle County in accordance with a budget adopted by the Eagle County Board of County Commissioners in compliance with applicable provisions of law. County represents and warrants as of the date hereof, it has appropriated, budgeted and reserved in fiscal year 2005 any and all amounts necessary to fully satisfy its financial obligations under this Agreement. 2.5 It is understood that Administrator will not exceed the total amount pledged by the total amount capped on the Airline Agreements. 2.6 It is understood that if the amount of money paid to the airlines by the Administrator is less than the amount paid by all parties who have pledged money, there will be a refund based on the prorated and tier amount paid into the fund by the payer. 2.7 No delay or omission by Holder in exercising any right shall operate as a waiver of such right or any other under this Agreement; A waiver on anyone occasion shall not be construed as a bar to or waiver of any right on any future occasion. Acceptance of any partial payment by Holder on any occasion shall not be deemed to extend the time in which the balance of that payment or in which any other payment is due from County, notwithstanding any notice from County to the contrary. 2.8 County's promise to pay the Pledge Amount contained in this Agreement shall constitute a negotiable promissory note subject to the terms set forth herein. 2.9 County acknowledges that Administrator intends to and agrees that the Administrator may collaterally assign, pledge and deliver, without notice to or consent of the County, this Agreement to Alpine Bank (the "Bank"), its successors or assigns, as partial security for the Banks issuance of a Letter of Credit in the principal amount of $200,000 for the benefit of American Airlines as required by the Airline Agreements, and for that Promissory Note in the original principal amount of $200,000.00 (loan no. 475035433) made by Administrator in favor of the Bank (the "Note"). In the event that Administrator fails to make the payments required under the Note or otherwise defaults on the Note and County is furnished with documentation showing that American Airlines has drawn upon the foregoing Letter of Credit, in whole or in part, and the amount such Letter of Credit has been so drawn on, the Bank may, it its sole discretion, enforce this Agreement directly against the County by legal action or otherwise. The County and Administrator have executed this Agreement in duplicate counterparts, effective this 1lf- day of April 2005. V AIL VALLEY CHAMBER & TOURISM & BUREAU, a Colorado non-profit corporation Name: Title: "''#",\ COUNTY OF EAGLE, STATE OF (1~:'\c(;,COLO and Through Its - ~,Boar ommlSSlOners ~< ,,1 '" By. Teak J. Simonton, lerk to the Am M. Menconi, Chairman Board of County Commissioners