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HomeMy WebLinkAboutC06-218 PRO ECT CONSTRUCTION AND MANAGEMENT AGREEMENT AMENDMENT THIS PROJECT CONSTRUCTION AND MANAGEMENT AGREEMENT AMENDMENT is made and entered intn this 27th day of June, 2006, /lllnc pro tunc January 1,2006, between Eagle County, by and throngh its Board of Cnunty Commissioners (hereinafter referred to as "Manager") and the Eagle County Air Tenninal Corporation, a Colorado non-profit corporation (hereinafter referred to as "Owner"). WHEREAS, Owner and Manager entered into a Project Construction and Management Agreement dated January I, 200 I (hereinafter referred to as "Original Agreement") for managing the construction, expansion and operation of the airport passenger tenninal facilities at the Eagle County Regional Airport (snch facilities, together with related eqnipment and paving and roadway facilities, hereinafter referred to as the "Project"); and WHEREAS, Pursuant to the Trust Indenture dated as of Jnne I, 19%, Owner covenants, among other things, to cause the Project to be constructed in accordance with applicable laws and to keep the Project under competent and professional management at all times so long as bonds are outstanding; and WHEREAS, the Project has been constructed and Owner now wishes to retain Manager's Services to manage the operation, and maintenance of the Project, subject to the terms and provisions of the Original Agreement In consideration of the tenns and conditions of the Original Agreement, the sufficiency of which is hereby acknowledged, Owner and Manager agree that this Amendment shall replace and supersede the sections of the Original Agreement as stated hereunder. Article 2 - Term, shall be deleted in its entirety and replaced with the following effective January 1,2006: "Subject to and upon the tenns and conditions set forth herein, or in any exhibit or addendum hereto, this Agreement shall COmmence on the date hereof. The initial tenn of this Agreement shall expire on December 31,2006, and shall automatically renew for np to four additional one- year terms, unless earlier terminated pursuant to Article 12 hereof." Articlell? - Compensation, shall be deleted in its entirety and replaced with the following effective January 1, 2006: " 17.1 The Manager shall receive compensation for its services in managing the Project as provided hereunder, in the amount $16,280.00 per month for the period January I through December 31, 2006 with a fee escalation for each subsequent year according to the CPI index for Denver-Boulder; provided that such fees shali only be paid to the extent of moneys available for Such purpose in the Operating Fund or the Capital Fund under the Indenture, with unpaid fees cumulating until paid in full. 17.2 The Manager's fee shal! be payable monthly by Owner to Manager from funds on deposit in the Operating Fund, but only after payment of al! operating and maintenance expenses then due and payable, and after notification by Manager of any unexpended funds in its possession; such notification by Manager shal! certify that al! operating and maintenance expenses then due and payable have been paid." Owner and Manager agree and acknowledge that those Constmction Manager Services set forth in Article 5 of the Original Agreement have been completed and are no longer in effect. Owner and Manager agree that, except as expressly altered, modified and changed in this Amendment, al! tenos and provisions of the Original Agreement shal! remain in ful! force and effect, and hereby are ratified and confirmed in all respects as of the date hereof. If any conflict exists between the provisions of this Amendment and the Original Agreement, the provisions of this Amendment shall control. This Amendment shall be binding on the parties hereto, their heirs, executors, successors, and aSSIgns. IN WITNESS WHEREOF, the Parties have executed this Amendment on the day and year first above written. MANAGER: COUNTY OF EAGLE, STATE OF COLORADO By and Through its Board of County Commissioners BP~~~~ C/ Chairman ATTEST: By: Clerk to the Board of County Com OWNER: By: President ATTEST: By: - Secretary