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Home My WebLink AboutECAT15-022 All Star MediaFIRSTAMENDMENTToDISPLAYADVERTISINGCONCESSIONAGREEMENT BETWEEN EAGLE COUNTYAIR TERMINAL CORPORATION AND ALL STAR MEDIA SERVICES.INC. ..1 THIS FIRST AMENDMENT ("First Amendment") is effective as of the Z I v day of December, 2015 by and between All Star Media Services,^Inc', a Colorado corporation (hereinafter.,C0NCESSIONAIRE*) and Eagle countyAir Terminal corporation, a colorado non-profit corporation (hereinafter "ECAT" or "CORPORATION")' RECITALS WHEREAS, CORPORATION and CONCESSIONAIRE entered into an agreement dated the 8th day of December, 2015, for ceftain advertising services (the "Original Agreement"); and WHEREAS, the Original Agreement contemplated that Ihe-CONCESSIONAIRE would own the equipment and displiy deviJes at the time of entering into the Original Agpement; and WHEREAS, CONCESSIONAIRE has entered into a Ma.slpr Lease Agreement dated on or about July 25, 2014 and schedule A thereto dated Decemb"tl$zot5, with NEC Financial Services' LL-C for certain equipment, as identified in Schedule A to that Master Lease Agreement' to be installed in the TERMINAL BUILDING; and WHEREAS, the Master Lease Agreement and Schedule A each contain an option for CONCESSIONAIRE to purchase the equipment; and WHEREAS, CORPORATION and GoNCESSIONAIRE desire by this First Amendmentto amend the original Agreement in light of coNCESSIONAIRE's Master Lease Agreement and Schedule A. FIRST AMENDMENT NOW THEREFORE, in consideration of the foregoing and the mutual rights and obligations as set forth below, the parties agree as follows: 1. Section 3.2A and Section 5.15 A of the Original Agreement shall be amended to read as follows: ..At the expiration of the initial Term, or in the event of termination or expiration of any extended Term, any equipment, improvements, display devices or fixtures installed by CONCESSIONAIRE ihallremain as part ofthe GONCESSION SPACE and CONCESSIONAIRE shall execut. u bitl of sale or other documents reasonably requested by, and in a form acceptable to CORPORATION, to transt'er all right, title and interest to any equipment, improvements, display devices or fixtures, free and clear of any liens or encumbrances." Eagle County Comml.ssloners' Office ECAT15-022 7.Section 3.2 B and Section 5.15 B of the Original Agreement shall be amended to read as follows: ,.In the event of a Default by GONCESSIONAIRE under section 8'l resulting in termination during the initial Term of this Agleement, axy_lqYpPent, improvemenJs: o-optu, devices oifi*tur", installed by coNLrssIoNAIRE shallremain as part ofthe CoNCESStoN SpACa, including any equipment leased by CONCESSI6NAIRE from NEC Financial Services, LLC und.er tire tirms of the Master Lease Agteement an! Schedule A (each defined below) so long as CONCESSIONAIRE has exercised its option to purchase and has paiO NeC Financial Services; LLC for that leased equipment" CONCESSIONAIRE shall execute a bill of sale or such other documents reasonably fequested by, and in a form acceptable to GoRPORATION, to transfer CONCESSIONAlRh',s right, titie and interest to all display devices, equipment' irnprovements and fixture-s free and clear of any liens and ercumbrances' In the event that cONCESSIONAIRE has not fully paid NEC Financial services, LLC for the leased -q"rp*"ri ,r1* CONCESSIONAIRE agrces that at the election of coRPORATION and i,'CbnpOnaTION's sole discretion, CONCESSIONAIRE will either: (i) assign its rights associated with the option to purchase under the Master Lease Agreement and SiheOute A to CORPORATION using a form of assignment acceptable t0 CORPORATION as determined in conponaTloNs sole discretion; or (ii) work in good faith with CORPORATION and NEC Financial services, LLC to acquire all right, title and interest in the equipment for the benefit of CORPORATION; or (iii) comply with the terms of the Uaster Lease Agfeement and Schedule A by removing and returning the equipment provided NEb Financial Services, LLC under the Master Lease Agreemlnt anASineOul" R or taking such other steps as required by NEC Financial sJrvices, LLC. In no event shall GORPORATION be obligated to assume CONCESSiONAIRE's obligations under the Master Lease Agreement and Schedule A' ln the event the equipment ii removed from the TERMINAL BUILDING r'lnder this paragraph CONCES-SIONAIRE shall restore the cONCESSION SPACE to the same "ona-ition as when first occupied all at coNcESSIONAIRE',s expense." Article 5 of the original Agreement is amended by the addition of a new section 5.18 as follows: ,,Section 5.18 Master Lcase Agreement and Schedule A. CONCESSIONAIRE has entered into a Master Lease Agreement dated on or about July 25,2014 (the *Mas-te1 Lease Agreelnent") and a Schedule A thereto dated December I bYli20 | 5 ("Schedule A"y witliNEC Financial Services, LLC to allow CONCESSIONAIRETo lease certain equipment for installation in the TERMINAL BUILDING. The Master Lease Agreement and bchedule A include an option for CONCESSIONAIRE to purchase the equipment identified in Schedule A. CONCESSIONAIRE represents and warrants that at all times during the term of this Agreement it shall: A. Comply with and perform the terms of the Master Lease Agreement and Schedule A' B. Timeiy exercise the option to purchase all of the equipment under the terms of the Master Lease Agreement and Schedule A. CORPORATION AM Scope Cornp f inal 5ll4 C. Not take any action to extend the payment schedule or the time frame for exercising theoptiontopurchaseundertheMasterLeaseAgreementandSchedu|eA. D. provide prooiunnuully or upon request to CORPORATION that lease payments afe current, that CONCESS1ONeInEis in good standing ld.that no default is pending or threatened under the Master Lease Agreement or Schedule A' E. lmmediately provide written notice to CbRPORATION in the event of a default by either coNCEssIoNAIRE or NEC Financial services, LLC under the Master Lease Agreement or Schedule A. F. CONCESSIONAIRE shall as set forth in this Agreement, transfer title to all equipment, improvements, display devices and fixtures installed by it in the TERMINAL BUILDING free-and clear of any liens and encumbrances by executing at the request of, and in a form acceptable to GoRPORATION, such documents aS may be r"uronubly required by coflronaTlgN which may include, but not be limited to, an assi-gnmlnt of the option to purchase under the Master Lease Agreement and SJhedule A, a biliof sale br other necessaly documents' This palagraph shall apply to all equipment, improvements,-display devices and fixtures (including Uut noiiimited to, ;q;ipment subject to thelvlaster Lease Agreement and Schedule A and any other equiprnent) installed by cONCESSIONAIRE' G. CONCESSIONAIRE "gr."' thut it will work in good t'aith with CORPORATION and NEC Financial Seriices, LLC to obtain NEC Financial Services, LLC's consent to an acceptable form of assignment of the option to purchase under the Master Lease Agreement and Schedule A iirequested by CORPORATION pursuant to the terms hereof. Failure of CONCESSIONAIRE to comply with Section 5.18 shall be a material default under this Agreement-" 4. Capitalized terms in this First Amendment will have the same meaning as in the Original Agreement. To the extent that the terms and provisions of the First Amendment conflict with, modify or supplement portions of the Original Agreement, the terms and provisions contained in this First Amendment shall govern and control the rights and obligations of the parties. 5. Except as expressly altered, modified and changed in this First Amendment, all terms and provisions oithe driginal Agreement shall remain in full force and effect' and are hereby iatified and confirmed in all respects as of the date hereof' 6. This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original, buiall of which shall constitute one and the same instrument- The parties approve t[e use of electronic signatures for execution of this First Amendment' bnly the following two forms of elecironic signatures shall be permitted _to bind the parties to this First Amendment: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of tlie signature of an authorized signer inserted onto PDF fonnat documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S .24-71.3-l0l to l2l- CORPORATION AM ScopeComp Final 5/14 7. This First Arnendrnent shall be binding on the parties hereto, their heirs, executors" successors, and assigns. [Signature Page to Follow] CORPORATION AM ScopeComp Final 5/l'1 tN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Original Agreement the day and year first above written' EAGLE TNAL COPORATION By: CONCESSIONAIRE:Services, lnc. Print Name: tdent All s ritre: flr-x.JrA- CORPORATION AM Scope Comp Final 5/14