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Home My WebLink AboutECAT10-010 Hertz Corporation Operation Agreement Amendment AMENDMENT TO AGREEMENT FOR OPERATION OF RENTAL CAR SERVICES BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND THE HERTZ CORPORATION This AMENDMENT to the Agreement for Operation of Rental Car Services between the Eagle County Air Terminal Corporation, a nonprofit corporation of the State of Colorado ( "Corporation ") and The Hertz Corporation, a Delaware I s j. oration ( "Concessionaire ") (hereinafter "Amendment ") is made and entered into this ..-day of Oeteber, 2010. RECITALS WHEREAS, the Parties entered into an Agreement for Operation of Rental Car Services dated October 30, 2007 ( "Original Agreement "); and WHEREAS, the Parties desire to extend the Original Agreement for a period of three (3) years and make other modifications as outlined below. AGREEMENT THEREFORE, in consideration of the mutual covenants contained herein and in the Original Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and Concessionaire agree as follows: SECTION 3.1 Term shall be deleted in its entirety and replaced with the following effective upon the execution of this First Amendment: "Section 3.1 Term. This Agreement shall become effective at 12:01 am November 22, 2010 and shall expire on 12:01 a.m. local time on October 31, 2013 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, 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 shall be deleted in its entirety and replaced with the following effective upon the commencement of this Amendment: "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, 1 NO-ND Concessionaire shall p a Y to Corporation: the Percentage 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 Percentage Fee in Subsection 4.2(b), whichever sum is greater, as follows: (a) Minimum Privilege Fees. A minimum monthly privilege fee in advance, as follows: December 2010 Sixty Six Thousand One Hundred and No Cents $66,100.00 January 2011 One Hundred Sixty One Thousand Five Hundred and No Cents $161,500.00 February 2011 One Hundred Six Thousand Two Hundred and No Cents $106,200.00 March 2011 One Hundred Twenty Eight Thousand Five Hundred and No Cents $128,500.00 April 2011 Forty Four Thousand One Hundred and No Cents $44,100.00" SECTION 4.2(d) Annual Adjustment shall be added to read the following effective upon the commencement of this Amendment: "(d) Annual Adjustment. The Minimum Privilege Fees as set forth in Section 4.2(a) shall be adjusted effective the first day of the month in which falls the first anniversary of the commencement of this Amendment, and annually thereafter on the anniversary of the first adjustment. The adjustments will be calculated by determining the Consumer Price Index for All Urban Consumers (CPI -U) in the US, US City Average (or its closest successor index in Corporation's judgment) for the last month of the current term year and the CPI -U, US City Average for the same month of each year thereafter for the entire term of the Agreement. In the event that CPI -U in any succeeding year is greater than the initial index, the Minimum Privilege Fee for the following year shall be adjusted accordingly. If the CPI -U is less than a prior year, the Minimum Privilege Fee for the coming year will remain the same as the prior year. In the event the CPI -U is no longer published, Minimum Privilege Fees shall be adjusted in accordance with a comparable index as determined by the U.S. Department of Labor, or other indices, as mutually agreed upon by Corporation and Concessionaire. In no event shall the annual adjustment as set forth herein exceed a three percent (3 %) increase over the previous year's Minimum Privilege Fees." 2 SECTION 4.2(e) Minimum Privilege Fee Reduction shall be added to read the following effective upon the commencement of this Amendment: "(e) Minimum Privilege Fee Reduction. In any term year when the combined number of deplaned passengers for the ski season months (December through April) are equal to or greater than twenty percent (20 %) lower than the previous term year for the same months, the Minimum Privilege Fees shall be reduced in an amount equal to twenty percent (20 %). Such reduction shall apply only to the Minimum Privilege Fees set forth in Section 4.2(a) above and shall specifically not lower the Percentage Fee, Airport Fee, Space, Facilities Charges, or any other charges and fees set forth herein." SECTION 5.1 (H) Signage shall be added to read the following effective upon the commencement of this Amendment: "(H) Signage. Sign installation, repair, and maintenance shall be the responsibility of the Concessionaire. Signs good shall be kept in d re air and present a professional appearance at all p times." SECTION 5.1 (I) Snow Removal shall be added to read the following effective upon the commencement of this Amendment: "(I) Snow Removal. Snow removal in Concessionaire's assigned portion of the rental and ready lots shall be the responsibility of Concessionaire. Concessionaire shall keep its assigned portion of the rental and ready lots reasonably free of snow and ice accumulation. Corporation may provide such snow removal services if mutually agreed to by Corporation and Concessionaire. If Corporation does perform such services, Concessionaire agrees to release, waive, and discharge Corporation, its officers, servants, agents and employees from any and all liability, claims, demands, actions and causes of action whatsoever arising out of or relating to such snow removal." SECTION 10.11 Notices shall be revised to add the following contact information for Concessionaire: "CONCESSIONAIRE: The Hertz Corporation Simon Ellis Vice President, Global Real Estate & Concessions 225 Brae Boulevard Park Ridge, New Jersey 07656 Phone: (201) 307 -2771 3 WITH A COPY TO: Jackie Agan, Properties Director The Hertz Corporation 24890 E. 78th Avenue Denver, CO 80249 Phone: (303) 342 -3919 Fax: (303) 342 - 3935" Corporation and Concessionaire agree that, except as expressly altered, modified and changed in this Amendment, all terms and provisions of the Original Agreement shall remain in full 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 hereto have executed this AMENDMENT effective as of the date first written above. CORPORATION: Eagle County Air Terminal Corporation By: i ciali Sara J. Fisher, P esident VA CONCES : ''•. RE: The He .Co . • ion By: He Sims Ellis Vice President, Global Real Estate & Concessions 4