HomeMy WebLinkAboutC09-482 CME Third AmendmentTHIRD AMENDMENT TO AGREF,MENT FOR OPERATION OF GROUND
TRANSPORTATION SERVICES BETWEEN EAGLE COUNTY AIR TERMINAL
CORPORATION AND DELIVERY ACQUISITION. INC.
THIS Third Amendment for Opera i,on of Ground Transportation Services ("Third
Amendment') is made and entered into this ~ day of ~('i,4~~~i'~-~ , 2009 by and between
the Eagle County Air Terminal Corporation ("SCAT"), and Delivery Acquisition, Inc., d/b/a
Colorado Mountain Express, a Colorado Corporation with a business address of 390 ]nterlocken
Crescent, Suite 1000, Broomfield, Colorado 80021 ("Delivery"). ECAT and Delivery are
collectively referred to herein as the "Parties."
WHEREAS, on August 8, 2006, SCAT entered into an Agreement for Operation of Ground
"transportation Services with East West Resort Transport, LLC ("EWRT") with a term
commencing June 22, 2006 and terminating on November 22, 2007 ("Original Agreement");
WHEI2AS, said Original Agreement has been extended on two separate occasions;
WHEREAS, EWRT sold the assets of its Colorado Mountain Express business to Delivery. As
part of this transaction, EWRT assigned its interests in the Original Agreement to Delivery.
WHEREAS, section 10.5 of the Original Agreement required written consent of ECAT prior to
such assignment;
WHEREAS, EWRT and Delivery received ECAT's consent on October 28, 2008, to such
transfer and an amendment to the Original Agreement extending the term for an additional year
on the terms and conditions set forth herein;
WHEREAS, the Parties desire to extend the Original Agreement for an additional period from
November 22, 2009 to October 31, 2010.
NOW THEREFORE, in consideration of the terms and conditions of the Original Agreement,
modifications, and amendments herein, the sufficiency of which is hereby acknowledged, SCAT
and Delivery agree as follows:
AMENDMENT
SECTION 3.1 Term shall be deleted in its entirety and replaced with the following effective upon
the execution of this Third Amendment:
"Section 3.1 Term: This Agreement shall become effective on 12:01 a.m. local time on
November 22, 2009 and continue for one year, expiring on 12:01 a.m. local time on October 31,
2010 subject to prior termination as provided in Article 8 hereof.
Notwithstanding the foregoing, upon the defeasance of the bonds issued by Corporation to
finance acquisition or construction of the Terminal Building and related facilities and services,
111 "1 ~t i
following maturity or earlier as provided in the Trust Indenture with respect to any Bonds this
Agreement shall terminate, as of the date of defeasance, and CONCESSIONAIRE shall vacate
the premises leased hereunder within not more than ninety (90) days. CORPORATION will
give not less than thirty (30) and not more than sixty (60) days notice of an intent to defease the
bonds in accordance with the Trust Indenture. CORPORATION also will give
CONCESSIONAIRE notice of the date of defeasance within two (2) business days following the
actual defeasance."
SECTION 4.2 Privilege Fee and Subsection A thereof shall be deleted in its entirety and replaced
with the following effective upon the execution of this Third Amendment (for purposes of
clarification, subsections B, C, and D of Section 4.2 will remain in effect):
"Section 4.2 Privilege Fee: For the concession privileges granted hereunder, and in addition
to the charges paid for the premises described in Section 1.1 C and Subsection 4.1 hereof,
CONCESSIONAIRE shall pay to CORPORATION: the Per Trip Fee in Subsection 4.2(b); and,
beginning on Commencement of the Term and for each month designated thereafter, the
Minimum Monthly Privilege Fee in Subsection 4.2(a) or the Per Trip Fee in Subsection 4.2(b),
whichever sum is greater, as follows:
A. Minimum Privilege Fees. A minimum monthly privilege fee, as follows:
December 2009
Twenty Thousand Two Hundred Forty-six Dollars
$20,246.00
January 2010
Thirty-eight Thousand One Hundred and Ten Dollars
$38,1 10.00
February 2010
Thirty-eight Thousand One Hundred and Ten Dollars
$38,1 10.00
March 2010
Thirty-eight Thousand One Hundred and Ten Dollars
$38,110.00
April 2010
Twenty Thousand Two I lundred Forty-six Dollars
$20,246.00
SCAT and Delivery agree that, except as expressly altered, modified and changed in this Third
Amendment, all terms and provisions of the Original Agreement shall remain in full force and
effect, and hereby are ratitied and confirmed in all respects as of the date hereof.
If any conflict exists between the provisions of this Third Amendment and the Original
Agreement, the provisions of this Third Amendment shall control.
This Third Amendment shall be binding on the parties hereto, their heirs, executors, successors,
and assigns.
IN WITNESS WHEREOF, the parties have executed this Third Amendment on the day and year
first above written.
CORPORATION:
Eagle County A' i oration
gy.
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DELIVERY:
Delivery Acquisition, Inc.
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