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HomeMy WebLinkAboutC20-438 Vail Valley Jet CenterActive/52311676.1 FIFTH AMENDMENT TO AMENDED AND RESTATED FIXED BASE OPERATOR CONCESSION AND LEASE AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND VAIL VALLEY JET CENTER, LLC This FIFTH AMENDMENT TO AMENDED AND RESTATED FIXED BASE OPERATOR CONCESSION AND LEASE AGREEMENT (“Fifth Amendment”) is made and entered into this ______________, by and between the County of Eagle, State of Colorado, a body corporate and politic, acting by and through its Board of County Commissioners (“County”) and Vail Valley Jet Center, LLC, a Colorado limited liability company (“VVJC”). RECITALS A.The County owns the Eagle County Regional Airport (“Airport”). The County is duly authorized by law to administer and operate the Airport. B.The County and VVJC entered into an Amended and Restated Fixed Base Operator Concession and Lease Agreement dated September 29, 2009 (as amended, the “VVJC Agreement”), pursuant to which VVJC operates as the fixed base operator (the “FBO”), serving the needs of general aviation users and further operates hangar, ramp, ramp space and parking as part of its operations as FBO at the Airport. C.The County and VVJC desire by this Fifth Amendment to further amend the VVJC Agreement as set forth in this Fifth Amendment. AGREEMENT THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, VVJC and the County agree as follows: 1.Article III of the VVJC Agreement is hereby amended to include the following new Sections as follows: 3.11 West Parking Lot. Effective as of December 1, 2020, the County leases to VVJC a portion of the premises referred to as the West Parking Lot more particularly described on Exhibit M-4, attached hereto and by this reference incorporated herein (the “West Parking Lot Premises”). The West Parking Lot Premises contains approximately 21,005 sq. ft, of which 14,605 sq. ft. is outlined in green and approximately 6,400 sq. ft. is outlined in yellow on Exhibit M-4. 2.Article III of the VVJC Agreement is hereby further amended as follows: The numerical designation for subsection “3.9 County Reserved Rights” shall be amended to read “3.12 County Reserved Rights”. The numerical designation for subsection “3.10 Partial Termination” shall be amended to read “3.13 Partial Termination”. DocuSign Envelope ID: 0F345D7D-D819-406E-B4DC-778A508D43FC 12/10/2020 C20-438 Active/52311676.1 3. Section 4.2 of the VVJC Agreement and Exhibit D are supplemented by the following: The Base Rent for the West Parking Lot Premises shall be as set forth in Exhibit D, attached hereto and by this reference incorporated herein. 4. Exhibit D to the VVJC Agreement is hereby replaced in its entirety by the version of Exhibit D attached to this Fifth Amendment and by this reference incorporated herein. 5. All of Paragraph 5 of the Fourth Amendment adding and amending the last sentence of Article XIV of the VVJC Agreement is hereby deleted and of no further force or effect, and the deleted language is shown below in strike-through text for the avoidance of doubt as to what language is being deleted and of no further force or effect: “As it relates to that portion of the Leased Premises identified in Section 3.9 herein, which is defined as the 10 Acre SW Hangar Premises, the County may withhold its consent to assignment in its sole and absolute discretion.” 6. Capitalized terms in this Fifth Amendment will have the same meaning as in the VVJC Agreement and in the First, Second, Third and Fourth Amendments thereto. To the extent that the terms and provisions of this Fifth Amendment conflict with, modify or supplement portions of the VVJC Agreement, the terms and provisions contained in this Fifth Amendment shall govern and control the rights and obligations of the parties. 7. Except as expressly altered, modified and changed in this Fifth Amendment, all terms and provisions of the VVJC Agreement shall remain in full force and effect, and are hereby ratified and confirmed in all respects as of the date hereof. 8. This Fifth Amendment shall be binding on the parties hereto and their successors and assigns. [Remainder of page intentionally left blank] DocuSign Envelope ID: 0F345D7D-D819-406E-B4DC-778A508D43FC Active/52311676.1 IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT effective as of the date first written above. 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 VAIL VALLEY JET CENTER, LLC, a Colorado limited liability company By: ______________________________ Paul Gordon DocuSign Envelope ID: 0F345D7D-D819-406E-B4DC-778A508D43FC Active/52311676.1 EXHIBIT M-4 WEST PARKING LOT PREMISES DocuSign Envelope ID: 0F345D7D-D819-406E-B4DC-778A508D43FC West Parking Lot - Exhibit M-4 West Parking Lot West Parking Lot West Parking Lot DocuSign Envelope ID: 0F345D7D-D819-406E-B4DC-778A508D43FC Active/52311676.1 EXHIBIT D AMENDED AND RESTATED BASE RENT Premises Effective Date Period Rate Per Square Foot Square Footage Annual Rate Monthly Installment FBO Premises Term* $0.2424 1,032,021 $250,161.89 $20,846.82 Hangar Maintenance Premises Term* $0.2424 18,920 $4,586.21 $382.18 Fuel Farm Premises Term* $0.2424 2.400 $581.76 $48.48 Ramp Space Term** n/a n/a n/a See Section 4.7 of Third Amendment COARNG Premises Term* $0.2424 110,202 $26,712.96 $2,226.08 Consolidated Lease Sub- Parcel Term* $0.2424 82,056 $19,890.37 $1,657.53 West Hangar Premises Term* $0.3500 406,698 $142,344.30 $11,862.03 10 Acre SW Hangar Premises Per Fourth Amendment Term*** $0.3500 458,687 $160,540.38 $13,378.37 JLA Hangar Premises One business day after the JLA Closing Date Term*** $0.3500 18,750 $6,562.50 $546.88 West Parking Lot Premises Per Fifth Amendment Term*** $0.3500 21,005 $ 7,351.75 $ 612.65_ +Subject to early termination option at any time during the Term *Subject to annual CPI increases pursuant to Section 4.3 of the Agreement. **No CPI Adjustments during this period ***From and after the respective Effective Dates and then during the Term. DocuSign Envelope ID: 0F345D7D-D819-406E-B4DC-778A508D43FC