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HomeMy WebLinkAboutC20-412 StreetMediaGroup LLC FIFTH AMENDMENT TO AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND STREETMEDIAGROUP, LLC THIS FIFTH AMENDMENT ("Fifth Amendment") is effective as of __________________, by and between StreetMediaGroup, LLC, a Colorado corporation (hereinafter "Concessionaire") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS , County and Concessionaire entered into an agreement dated the 2nd day of October, 2012, for certain services (the "Original Agreement"); and WHEREAS, the Original Agreement was amended as described in the First Amendment dated June 11, 2014, whereby the County waived its right to collect certain revenue associated with special event advertisements , waived its right to collect the Minimum Annual Guaranteed (MAG) payment for one year, and compensated Concessionaire for certain Additional Services; and WHEREAS, the Original Agreement was amended as described in the Second Amendment dated January 5, 2016, whereby the County waived its right to collect the MAG payment for an additional year; and WHEREAS, pursuant to the Third Amendment dated June 14, 2016, the parties extended the term of the Original Agreement for an additional 24 months on the same terms and conditions as set forth in the Original Agreement; and WHEREAS, pursuant to the Fourth Amendment dated November 13, 2018, the parties extended the term of the Original Agreement for an additional 24 months, reduced the MAG payment, and adopted an advertising policy; and WHEREAS, the term of the Fourth Amendment expires on the 1st day of October, 2020 and based on a recommendation from the ECRTA Advisory Board, the parties desire to extend the term of the Original Agreement for an additional 24 months, alter the existing MAG requirements to reflect an uncertain business environment due to COVID-19, and include in kind advertising and revenue sharing. DocuSign Envelope ID: 94610E65-4F13-4C38-9165-753F09E77D4F 11/11/2020 C20-412 FIFTH AMENDMENT NOW, THEREFORE, in consideration of the foregoing and the mutual rights and obligations as set forth below, the parties agree as follows: 1. The Original Agreement shall be amended to extend the term for an additional 24 months to the 1st day of October, 2022. 2. The Original Agreement shall be amended for the contract year 2019/2020 to require Concessionaire to provide $35,000 in advertising products and services to the County. These products and services will be provided in lieu of the difference between the $75,000 MAG payment as set forth in the Fourth Amendment and 51% of actual advertising receipts generated as of 9/30/2020. At County’s option, the products and services shall include promotions, events, activities, logos and graphics or other projects as selected by Eagle County officials to be displayed on the Eagle County fleet of buses, trucks, cars and equipment. 3. For the 2020-2022 term, the Original Agreement shall be amended to revise the MAG as follows: ● For Year 1 (2020-2021), Street Media will provide $60,000 of advertising space, exclusive of production costs, at no charge to the County, plus 51% of any outside advertising revenue generated. Value of advertising will be based on Street Media’s current fee schedule, included as Exhibit B. This will be in lieu of a Minimum Annual Guarantee (MAG). This advertising space will be mutually agreed upon by the parties no later than December 31, 2020. Such space will include Eagle County’s assets as well as StreetMedia’s assets in the Denver Metro area and along the Colorado Front Range. ● For Year 2 (2021-2022), Street Media will again provide $60,000 of advertising space, exclusive of production costs, at no charge to the County, based on the fee schedule included as Exhibit B. This advertising space will be mutually agreed upon by the parties no later than December 31, 2021. Such space will include Eagle County’s assets as well as StreetMedia’s assets in the Denver Metro area and along the Colorado Front Range. Provided Vail Resorts operates for a full ski season, defined as December 1 to April 1, Street Media will also pay the greater amount between the 51% revenue or a MAG of $50,000. Should the 2021-2022 ski season be cancelled or shortened, Street Media would still provide the revenue share based on collected funds but it would not be required to pay a MAG for Year 2. 4. To the extent that the terms and provisions of the Fifth Amendment conflict with, modify or supplement portions of the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment, or the Fourth Amendment, the terms and DocuSign Envelope ID: 94610E65-4F13-4C38-9165-753F09E77D4F provisions contained in this Fifth Amendment shall govern and control the rights and obligations of the parties. 5. Except as expressly altered, modified and changed in this Fifth Amendment, all terms and provisions of the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment, and the Fourth Amendment, shall remain in full force and effect, and are hereby ratified and confirmed in all respects as of the date hereof. 6. This Fifth Amendment shall be binding on the parties hereto, their heirs, executors, successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment to the Original Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ______________________________ Kathy Chandler-Henry, Chair Attest: By: _________________________________ Regina O’Brien, Clerk to the Board CONCESSIONAIRE By: ______________________________ Print Name: ________________________ Title: _____________________________ DocuSign Envelope ID: 94610E65-4F13-4C38-9165-753F09E77D4F COO / GM Troy Hammond EXHIBIT A (Page 1 of 1) POLICY FOR ADVERTISEMENTS ON EAGLE COUNTY MASS TRANSIT VEHICLES AND PROPERTY This Policy shall be effective upon adoption by the Board of Eagle County Commissioners, and it shall be incorporated as an exhibit into all contracts for advertising on Eagle County mass transportation property. Contractors must comply with the standards set forth in this policy, as they may be amended from time to time and Eagle County shall display only those advertisements that comply with this policy. POLICY • All pilot programs or experimental advertisements must be approved in writing by Eagle County in advance of the display of any such advertisements. • All advertising contractors shall be responsible for the daily administration of Eagle County's advertising in a manner consistent with this policy and with the terms and conditions of their agreements with Eagle County. • Eagle County, in its reasonable discretion, may amend, waive, modify or revoke the application of any or all of these standards as it deems necessary or to facilitate its primary mass transportation function, or to fulfill its strategic plan, goals and objectives. • Eagle County, in its sole discretion, shall approve all advertising content, copy, design, and colors to be displayed in/on Eagle County's buses or transportation facilities based on aesthetic considerations. Further, Eagle County, in its sole discretion, may reject or prohibit the installation of or compel the removal of any advertising material that it may deem offensive, controversial, immoral or inappropriate for the community including the following: o Advertisements that Eagle County deems to be Illegal o Advertisements that Eagle County deems to be related to alcohol, tobacco or firearms o Advertisements that Eagle County deems to be adult only, obscene or pornographic in nature, content or format o Advertisements that Eagle County deems to be defamatory or in support of imminent lawlessness or violent action o Advertisements that Eagle County deems to concern a political candidate, ballot measure or initiative petition o Advertisements that Eagle County deems to be in infringement on any copyright, trade or service mark, title or slogan o Advertisements that Eagle County deems to be misaligned with Eagle County's image, mission, vision, values, strategic plans or goals o Advertisements that partially or fully obscure logos, numbering or other designative markings necessary to transit operations o Advertisements that Eagle County deems to be false, misleading or deceptive DocuSign Envelope ID: 94610E65-4F13-4C38-9165-753F09E77D4F 12949StreetMedia Group TROY HAMMOND CHIEF OPERATING OFFICER troy.hammond@streetmediagroup.com | 970-658-9070 161 Saturn Dr, Ste 5A | Fort Collins, CO 80525 DocuSign Envelope ID: 94610E65-4F13-4C38-9165-753F09E77D4F