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Home My WebLink AboutECAT20-07 All Star Media1 SECOND AMENDMENT TO DISPLAY ADVERTISING CONCESSION AGREEMENT BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND ALL STAR MEDIA SERVICES, INC. THIS Second Amendment to Display Advertising Concession Agreement is effective as of ______________, by and between Eagle County Air Terminal Corporation (hereinafter “ECAT” or “CORPORATION”) and All Star Media Services, Inc. (hereinafter “CONCESSIONAIRE”). RECITALS WHEREAS, CORPORATION and CONCESSIONAIRE entered into an agreement dated the 8th day of December 2015, for certain advertising services (“Original Agreement”); and WHEREAS, by First Amendment to the Original Agreement dated December 21, 2015, CORPORATION and CONCESSIONAIRE agreed, among other things, that certain equipment and display devices leased by CONCESSIONAIRE would be installed in the Eagle County Airport Terminal Building, that CONCESSIONAIRE would timely exercise its option to purchase the equipment, and that all such equipment would remain part of the CONCESSION SPACE in the event of termination or expiration of any extended Term; and WHEREAS, the Term of the Original Agreement is scheduled to expire as of November 30, 2020 and the parties desire to extend the Original Agreement for an additional one-year period from December 1, 2020 to November 30, 2021, and to amend the Compensation provisions for such period as set forth herein. SECOND AMENDMENT NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and considerations herein contained, ECAT and Concessionaire agree as follows: 1. Section 3.1, subsection A of the Original Agreement shall be amended to extend the Term to the 30th day of November, 2021 (hereinafter the “Extended Term”). References to “Term” in the Original Agreement shall be deemed to include the “Extended Term”. 2. Section 3.1, subsection B of the Original Agreement shall be deleted in its entirety. 3. Section 4.2 of the Original Agreement, Payment of Compensation, subsection A, Minimum Annual Guarantee, shall be deleted and replaced in its entirety by the following language: A.Minimum Annual Guarantee. The following Minimum Annual Guarantee (MAG) shall be pro-rated and paid on a monthly basis. The MAG shall be payable by CONCESSIONAIRE to CORPORATION in pro-rated monthly installments in advance without demand on the first day of the month for each and every month during the Extended Term of the Agreement. DocuSign Envelope ID: A7CEFA25-1549-4676-B6B5-CD8539286AB3 12/15/2020 ECAT20-07 2 Term Year 1: The MAG shall be: $100,000 Term Year 2: The MAG shall be: $125,000 Term Years 3 through 5: The MAG shall be: $150,000 Extended Term: The MAG shall be: $75,000 4. Section 4.2 of the Original Agreement, Payment of Compensation, subsection B, Percentage Compensation Fee, shall be deleted and replaced in its entirety by the following language: Percentage compensation fees are as follows: During Term Year 1 CONCESSIONAIRE shall pay CORPORATION the greater of the MAG prorated and payable in advance or 40% of its Gross Revenue until its Gross Revenue is $500,000 and thereafter 55% of Gross Revenue only on amounts above $500,000 in Gross Revenue. During Term Year 2 CONCESSIONAIRE shall pay CORPORATION the greater of the MAG prorated and payable in advance or 40% of its Gross Revenue until its Gross Revenue is $500,000 and thereafter 55% of Gross Revenue only on amounts above $500,000 in Gross Revenue. During Term Years 3 through 5 and the Extended Term, CONCESSIONAIRE shall pay CORPORATION the greater of the MAG prorated and payable in advance or 30% of its Gross Revenue until its Gross Revenue is $500,000 and thereafter 55% of Gross Revenue only on amounts above $500,000 in Gross Revenue. By the 10th day of the month for each and every month during the Extended Term, CONCESSIONAIRE shall furnish to the Manager in a form acceptable to CORPORATION a true and accurate verified statement signed by an officer of CONCESSIONAIRE of its Gross Revenues for the preceding month. Monthly statement shall include the total Gross Revenue received during the month, Gross Revenue received from each advertiser during the reported month, Extended Term Year Gross Revenue to date, and Extended Term Year Gross Revenue to date from each advertiser. 5. Capitalized terms in this Second Amendment will have the same meaning as in the Original Agreement. To the extent that the terms and provisions of the Second Amendment conflict with, modify or supplement portions of the Original Agreement or the First Amendment, the terms and provisions contained in this Second Amendment shall govern and control the rights and obligations of the parties. 6. Except as expressly altered, modified and changed in this Second Amendment, all terms and provisions of the Original Agreement shall remain in full force and effect, and are hereby ratified and confirmed in all respects as of the date hereof. DocuSign Envelope ID: A7CEFA25-1549-4676-B6B5-CD8539286AB3 3 7. This Second Amendment shall be binding on the parties hereto, their heirs, executors, successors, and assigns. IN WITNESS WHEREOF, the parties hereto have executed this SECOND AMENDMENT effective as of the date first written above. CORPORATION: Eagle County Air Terminal Corporation By: __________________________ Kathy Chandler-Henry, President ATTEST: ________________________________ Secretary of Eagle County Air Terminal CONCESSIONAIRE: By: __________________________ DocuSign Envelope ID: A7CEFA25-1549-4676-B6B5-CD8539286AB3