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Home My WebLink AboutECAT13-002 TIGA Advertising First Amendment I . FIRST AMENDMENT TO EAGLE COUNTY AIR TERMINAL CORPORATION DISPLAY ADVERTISING CONCESSION AGREEMENT THIS FIRST AMENDMENT ( "First Amendment ") is made thisi2.' "day of ^ , 2013, by and between Eagle County Air Terminal Corporation, a nonprofit corporation f the State of Colorado ( "CORPORATION ") and Tiga Advertising, Inc., a Colorado corporation ( "CONCESSIONAIRE "). RECITALS WHEREAS, CORPORATION and CONCESSIONAIRE entered into a Display Advertising Concession Agreement dated the 27th day of January, 2009 concerning display advertising in the TERMINAL BUILDING at the Eagle County Regional Airport in Eagle County, Colorado (hereinafter "Agreement "); and WHEREAS, CORPORATION and CONCESSIONAIRE desire to amend the terms of the Agreement to address the term and financial obligations arising under the Agreement as more fully set forth in this First Amendment. FIRST AMENDMENT NOW THEREFORE, for ood and valuable consideration as set forth in the Agreement g and this First Amendment, CORPORATION and CONCESSIONAIRE agree to amend the Agreement as follows: 1. Capitalized terms in this First Amendment will have the same meanings as in the Agreement. To the extent that the terms and provisions of the First Amendment conflict with, modify or supplement portions of the Agreement, the terms and provisions contained in this First Amendment shall govern and control the rights and obligations of the parties. 2. Section 1.1(F) of the Agreement is hereby deleted and replaced with the following: "F. "TERM YEAR" shall commence on June 1 of each year and end on May, 31 of each following year through the term of this Agreement." 3. Section 3.1 of the Agreement is hereby deleted and replaced with the following: "3.1 Term. This Agreement shall be effective at 12:01 a.m. local time on June 1, 2009 and shall expire on May 31, 2013 at 11:59 p.m. local time ( "Initial Term "). For purposes of this Agreement, the Term Years shall be a period running from June 1st through May 31 of each successive year. Minimum Annual Guarantees shall be based on Term Years. For the initial period of June 1, 2009 through May 31, 2010 Compensation to CORPORATION shall be sixty percent (60 %) of Gross Revenue 1 eer d" 002° payable by the tenth (10 day of each month for every month in this Term Year. Beginning June 1, 2010, the Year 1 amount set forth in Section 4.2 will be effective and will adjust annually as set forth therein. The Agreement may be extended upon the request of CONCESSIONAIRE for up to two (2) additional one (I) year terms subject to advance approval by CORPORATION for each one (1) year extension as set forth below. All terms are subject to earlier termination as provided in Article 8 hereof. Notwithstanding the foregoing, upon the defeasance of the bonds issued pursuant to the CORPORATION's Trust Indenture dated as of June 1, 1996, following maturity or earlier as provided in the Trust Indenture 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 written notice of its intent to defease the bonds in accordance with the Trust Indenture. CORPORATION also will give CONCESSIONARIE notice of the date of defeasance within two (2) business days following the actual defeasance. CORPORATION may extend the Initial Term for an additional one (1) year term at the i request of CONCESSIONAIRE ("First Extension"). q ( son ). CONCESSIONAIRE must request the one (1) year extension no later than one hundred - twenty (120) days prior to the expiration of the Initial Term. CORPORATION may grant or deny such request for an extension for any reason in its sole discretion and CORPORATION shall give notice to CONCESSIONARE of its intent to grant or deny such renewal request no later than ninety (90) days prior to expiration of the Initial Term. CORPORATION and CONCESSIONARE hereby acknowledge and agree that the CONCESSIONAIRE timely requested the First Extension and CORPORATION hereby grants such request for the First Extension. If the First Extension of one (1) year is granted then CORPORATION may extend the Agreement for an additional one (1) year term at the request of CONCESSIONAIRE ( "Second Extension "). CONCESSIONARE must request the Second Extension no later than one hundred - twenty (120) days prior to the expiration of First Extension. CORPORATION may grant or deny such request for an extension for any reason in its sole discretion and CORPORATION shall give notice to CONCESSIONAIRE of its intent to grant or deny such renewal request no later than ninety (90) days prior to the expiration of the First Extension. Term shall mean the Initial Term and any extension thereto." 4. Section 4.2 (A) of the Agreement is hereby deleted and replaced with the following: 2 "A. Minimum Annual Guarantee. The following Minimum Annual Guarantees shall be prorated and paid on a monthly basis. The Minimum Annual Guarantees shall be payable by CONCESSIONARE to CORPORATION in advance and without demand on the first day of the month for each and every month during the Initial Term and extension thereof under this Agreement. Term Year Minimum Annual Guarantee Percentage Compensation Fee Year 1(2010/2011) $100,000 51% Year 2(2011/2012) $155,000 51% Year 3(2012/2013) $100,000 60% First Extension $100,000 60% Second Extension $100,000 60 %" 5. Section 5.3 of the Agreement is hereby deleted and replaced with the following: "(A) Proposed changes or improvements shall demonstrate the integration of the Sense of Place and Arrival, as described herein, with all new installations and improvements in the TERMINAL BUILDING. Installations should utilize the newest and freshest physical display and artwork concepts available in the international advertising market. Use of electronic technology, designs, and materials that would complement the TERMINAL BUILDING Sense of Place and decor while maximizing revenue are expected with all new installations. Major installations or improvements shall be planned to occur prior to November 15 and /or during the spring /summer period of temporary limited air service. (B) CONCESSIONAIRE shall a any and all fees and costs associated Y Y ed with the improvement and replacement of the existing east wall monitor in the ba g claim area and existing wall monitor in concourse gate four area. Such improvement and replacement shall not be subject to the pro -rata allocation identified in Section 5.3 (D). (C) Financial responsibility for the cost of all new improvements will be handled by the parties on a case by case basis. Specifically, the parties shall discuss and agree in advance and in writing to each party's financial responsibility, if any, for each new improvement. (D) Replacement or repair of existing improvements shall be allocated between the parties on a pro -rata basis. The pro -rata allocation shall be determined based on the remaining Term (which shall include all possible extensions thereto) and the expected life of the equipment. The parties shall obtain the expected life of the equipment from 3 the manufacturer of the equipment. For example, if the remaining Term is thirty months, and the expected life of the improvement is 120 months, then the CORPORATION will pay75% and CONCESSIONARIE shall pay 25% of improvement costs. Should CORPORATION terminate the Agreement prior to completion of the Term (including all available extensions thereto) then CORPORATION shall rebate CONCESSIONAIRE the pro -rata amounts previously paid by CONCESSIONAIRE pursuant to this Section 5.3(D)." 6. Upon execution of this First Amendment CONCESSIONAIRE shall pay to CORPORATION all outstanding or past due amounts as follows: (i) $46,666.67 representing amounts due CORPORATION from January 1, 2012 through April 30, 2012; and (ii) $66,666.64 representing amounts due CORPORATION for the period from May 1, 2012 through December 31, 2012. CONCESSIONAIRE shall continue to timely make all payments as required by the Agreement and this First Amendment. 7. Except as modified herein, all terms and provisions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement the day and year first written above. CORPORATION: EAG . OUNTY li 1 ERMINAL CORPORATION By y .[ V Jon i ey, Presid CONCESSIONAIRE: TIGA ADVERTISING, INC., a�•rado Corporation By: �� % / Greg Moffe Its: &I' / /.cv i 4