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Home My WebLink AboutECAT C02-306 Delta Airlines_first amendmentC 02 —30 (,-'76 FIRST AMENDMENT TO EAGLE COUNTY AIR TERMINAL CORPORATION "SIGNATORY AIRLINE -TYPE C" TERMINAL BUILDING LEASE THIS FIRST AMENDMENT to the Eagle County Air Terminal Corporation Signatory Airline -Type C Terminal Building Lease (hereinafter "First Amendment') is made and entered into this L`day of f—r,2002, by and between Eagle County Air Terminal Corporation, a not for profit 63-20 Corporation of the State of Colorado, hereinafter called "Corporation" and Delta Air Lines, Inc., a corporation organized and existing under the laws of the State of and authorized to do business in the State of Colorado, hereinafter called "AIRLINE." uxyl "'1 1 The circumstances surrounding the making of this First Amendment are as follows: A. The parties to this First Amendment entered into the Signatory Airline -Type C Terminal Building Lease Agreement ("Agreement") on May 29, 2001 for a one year term from the date of beneficial occupancy. B. The parties wish to extend that Agreement for an additional one year term. Paragraph 18.9 of the Agreement provides that the Agreement may be amended in writing and executed by duly authorized representatives of the parties. C. The parties agree and acknowledge that all improvements related to the expansion of the Terminal Building as identified in the Agreement have been completed by the Corporation and accepted by the AIRLINE. AGREEMENT THEREFORE, based upon and in consideration of the recitals, promises and covenants set forth herein and those set forth in the Agreement, the parties hereto agree to amend the Agreement as follows: 1. Section 1.1 (E) which contains the definition for "Date of Beneficial Occupancy" or "DBO" is hereby deleted. 2. Section 2.1 Term shall be amended to read as follows: " Section 2.1 Term. This Agreement shall become effective at 12:01 a.m. local time on November 21, 2002, hereinafter called the `Effective Date", and continue for one year, expiring at 11:59 p.m. on November 21, 2003 subject to prior termination as provided in Article 14 hereof" 3. Section 4.1 Construction Expansion shall be amended to read as follows: "Section 4.1 Construction Expansion. The CORPORATION has constructed an expansion to the new passenger facility at the AIRPORT substantially in accordance with the schematic drawings, dated December 15, 2000, prepared by the Van Sant Group (the "TERMINAL BUILDING"). The CORPORATION will also make available to airlines using the TERMINAL BUILDING an outbound curbside and airline ticket office baggage system. In addition, the CORPORATION has purchased the Commercial Passenger Service Rights from Vail Valley Jet Center (the "FBO"). 4. Section 4.2 Construction Financing shall be amended to read as follows: "Section 4.2 Construction Financing. Construction of the expansion to the TERMINAL BUILDING will be financed by tax exempt revenue BONDS issued with a term of not less than thirty (30) years by CORPORATION. Repayment of principal of such BONDS is to be partially funded by Passenger Facility Charges ("PFC's"). The remaining principal not eligible or not available to be paid for with PFC's annually will be incorporated into the current years Terminal Building Requirement." 5. Section 4.3 Commercial Passenger Service Rights Financing shall be amended to read as follows: "Section 4.3 Commercial Passenger Service Rights Financing Purchase of the Commercial Service Passenger Service Rights from the FBO will be financed by revenue BONDS issued with a term of not less than twelve (12) years by CORPORATION. Repayment of principal and interest of such BONDS annually will be incorporated into the current years Terminal Building Requirement." 6. Section 4.4 Construction Completion, Section 4.5 Temporary Facilities and Section 4.7 Corporation's Improvement of Space as set forth in the Agreement are hereby deleted as all work identified in those paragraphs has been performed. 7. Section 5.1 TERMINAL BUILDING Space Paragraph (A) shall be amended to read as follows: "Section 5.1 Terminal Building A. AIRLINE hereby leases the following areas (hereinafter referred to as AIRLINE's EXCLUSIVE USE SPACE," and "JOINT USE SPACE") in the ,%No, TERMINAL BUILDING being more particularly delineated on Exhibit "A" as the same may be amended from time to time, and constituting approximately 1,082 square feet EXCLUSIVE USE SPACE and one and one-half (1-1/2) ticket counter positions along with approximately 36,328 square feet JOINT USE SPACE: EXCLUSIVE USE SPACE - Ticket Counter Ticket Offices Operations Offices JOINT USE SPACE Baggage Claim Outbound Curb -side Baggage System Security Screen Area Holdrooms" The remainder of Section 5.1 as set forth in the Agreement shall remain in full force and effect. 8. Section 6.1 TERMINAL BUILDING Capital Improvement Program shall be amended to read as follows: "Section 6.1 TERNHNAL BUILDING Capital Improvement Program. A. The parties recognize that capital development of the TERMINAL BUILDING may be required during the term of this Agreement to preserve, protect, enhance and expand or otherwise improve the TERMINAL BUILDING or any part thereof. B. The CORPORATION has incurred indebtedness and made expenditures for capital improvements at the TERMINAL BUILDING, and all costs associated with capital improvements including financing costs, if any, shall be included in the calculations of TERMINAL BUILDING REQUIREMENT." 9. The final sentence of Section 7.2 Base Rent and Base Rent Premium shall be amended to read as follows: "The Base Rent and Base Rent Premium shall be paid in four equal monthly installments on December 1, 2002, January 1, 2003, February 1, 2003 and March 1, 2003." 10. Section 8.1 (A) shall be amended to read as follows: "Section 8.1 Year -End Refund of Net Concession Revenue. A. At the end of each FISCAL YEAR of part thereof falling within the lease term, the CORPORATION will refund AIRLINE within sixty (60) days of the close of the audit and the other SIGNATORY AIRLINE 50% of any Net Concession Revenues. The SIGNATORY AIRLINE'S share of Net Concession Revenue shall be distributed to them prorata based on enplanements from the TERMINAL BUILDING during such FISCAL YEAR." The remainder of Section 8.1 as set forth in the Agreement shall remain in full force and effect. 11. The first sentence of Section 8.2 (A) Base Rent Allocation Among Air Transportation Companies shall be amended to read as follows: "A. Base Rent for all AIRLINES's consists of the following three components calculated annually; 1. EXCLUSIVE USE SPACE 2. JOINT USE SPACE 3. COMMERCIAL PASSENGER SERVICE RIGHTS PURCHASE CORPORATION will calculate the base rent equivalent square footage rate (Base Rental Rate) annually during the term of this lease by dividing 2,150,000 (the amount of Airline rent projected to be needed by the CORPORATION to fund operations and maintenance expenses, depreciation of CORPORATION- funded assets, other miscellaneous costs, debt service coverage and the debt operations and maintenance reserve requirement) by the sum of the EXCLUSIVE USE SPACE and JOINT USE SPACE rented by all AIRLINE's during the year." 12. The final paragraph of Section 8.2 (A) Base Rent Allocation Among Air Transportation Companies shall be amended to read as follows: "CORPORATION has calculated the base rent equivalent square footage rate based on the actual space constructed and rented by all AIRLINEs. That calculation is attached hereto as Exhibit B." 13. Section 12.4 Indemnification Generally shall be amended to read as follows: AIRLINE shall protect, defend, and hold CORPORATION, COUNTY, and their respective directors, officers, agents, employees, and insurers completely harmless from and against any and all liabilities, losses, suits, claims, judgments, fines, or demands arising by reason of injury or death of any person or damage to any property, including all reasonable costs for investigation and defense thereof (including but not limited to attorney fees, court costs, and expert fees), of any nature whatsoever arising out of or incident to this Agreement, or the negligence, actions or omissions or misconduct of AIRLINE, its officers, agents, employees, contractors, or invitees in connection with the AIRLINE's operations at or about the AIRPORT, except to the extent that such injury, death, or damage is caused by the negligence or intentional wrongdoing of the CORPORATION, COUNTY, or their respective employees, agents, or predecessors in interest. AIRLINE shall consult with CORPORATION in AIRLINE'S selection of counsel in carrying out its obligations hereunder. The provisions of this Section shall survive the expiration of early termination of this Agreement with respect to causes of action that arose during the term of this Agreement." 14. Section 12.7 Environmental Indemnity to AIRLINE shall be amended to read as follows: "To the extent allowed by law, CORPORATION agrees to defend and indemnify AIRLINE and its affiliates, directors, officers and employees, from and against any and all losses, liabilities, claims, damages or expenses, including remediation costs, arising from or in connection with any suit, claim, demand or action alleging violation of the environmental laws of the United States or Colorado with respect to conditions of the premises as of or before the commencement of the Term of this Lease. Notwithstanding the foregoing or anything to the contrary stated or implied elsewhere in this Agreement, AIRLINE's obligations under this Section 12.7 shall not extend to any damage, loss, or injury to the extent caused by the CORPORATION, the COUNTY, or their respective employees, agents, or predecessors in interest. 15. Section 14.1 Events Permitting Termination of Agreement by AIRLINE is hereby amended by the deletion of paragraphs 14.1 (A) and 14.1 (B). Those sections no longer apply due to completion of the Terminal Building. 16. Article 17 (1) and (2) are hereby amended as follows: "(1) Mr. Ed Storer, Manager Eagle County Air Terminal Corporation P.O. Box 850 Eagle, CO 81631 Telephone: (970) 524-8246 Fax: (970) 524-8247 and also Eagle County Attorney P.O. Box 850 Eagle, CO 81631 (2)AIRLETIDELTA AIR LINES tN ATTN: Todd Carlson Telephone: (404) 773-6261 Fax: 04 715-25 8 » on 17. Any reference to Exhibit A in the Agreement or this First Amendment shall mean the Exhibit A which is attached to this First Amendment and incorporated herein by reference. 18. Any reference to Exhibit B in the Agreement or this First Amendment shall mean the Exhibit B which is attached to this First Amendment and incorporated herein by reference. 19. The terms of the Agreement shall continue in full force and effect except as modified by this First Amendment. IN WITNESS WHEREOF the parties hereto have executed this First Amendment on the day and year first written above. CORPORATION: EAGLE COUNTY AIR TERNHNAL CORPORATION By: Tom tone, Pres�nt AIRLINE: DELTA AIRLINES, INC. By: Todd Carlson General Manager II, Corp. Real Estate Sourcing (Title) m'- x w - aIO s is,ssaisa,% s i EA6ier.'COUNTY AIR TERMINAL CORP arm ECATALRENT0203.123 Calculation of Terminal Rent for Ski Season 2002-03 (Total Errors Are Due to Addition of Calculated Amounts) Exclusive and Joint Use Space; RatelSq Ft' Calculation Exhibit B 23-Jul-02 Exclusive Sq Ft RatelSq Ft Space Rent American 4,512 $45.23 $204.098 United 2,918 $45.23 131,995 Delta 1,082 $45.23 48,944 Northwest 865 $45.23 39,128 Continental 1,825 $45.23 82,56. Total Exclusive Space/Rent 11,202 $506.718 'Total Joint Use Space 36,328 Total Exclusive and Joint Space 47,530 Terminal Rent per Section 8 $2,150,000 ! Total Exclusive and Joint Space 47,530 Calculated Rental RatelSq Ft $45.23 Terminal Rent per Section 8 $2,150,000 Less Exclusive Space Rent (506,718) Total Joint Rent to Allocate $1,643,282 Less FBO Business Purchase Joint Rent (635.925) 20% 80% Total Joint Space Rent to Allocate $1,007,357 $201,471 $805,886 Joint Space Rent Allocation -- Joint 20°% Equal 2001 Actual Market 80% Allocated Space Share Enplanements Share Share Rent American $40,294 80,772 47.6% $383,292 $423,587 United 40,294 45,371 26.7% 215,302 255.596 Delta 40,294 12,109 7.1% 57,462 97,756 Northwest 40,294 16,489 9.7°% 78,246 118,541 Continental 40,294 15,085 8.9% 71,584 111,878 Total $201,471 169,826 100.0°% $805,886 $1,007,357 FBO Business Purchase Joint Rent Allocation FBO FBO Business Market: Business Purchase Share Purchase Joint Rent American 47 6% $635.925 $302,456 United 26.7°% $635,925 169.895 Delta 7.1% $635.925 45,343 Northwest 9.7°% $635,925 61,744 Continental 8.9% $635,925 56,487 100.0% $635,925 Page 1 of 2 ' EA�j) COUNTY AIR TERMINAL CORK, JTION ECATALRENT0203.123 Exhibit B Calculation of Terminal Rent for Ski Season 2002-03 (Total Errors Are Due to Addition of Calculated Amounts) 23-Jul-02 Components of Airline Terminal Rent (Excludes Refund of Net Concession Revenue Share After Year End) 1st Year 2nd Yr & Later American (10 yr lease): Annual Payments (4 ayments (12) Base Rent - Exclusive $204,098 Allocated Base Rent - Joint (20% Equal Shares) 40,294 Allocated Base Rent -.joint (80% Enplanements) 383,202 Allocated Base Rent - FBO Business Purchase (0%1100%) 302,496 . Less Adjustment Due to AA $750,000 Cap (180,141) Total American Rent $750,000 $62.500 United (10 Year Leasek Allocated Base Rent - Exclusive $131,995 Allocated Base Rent - Joint (20% Equal Shares) 40,294 Allocated Base Rent - Joint (80% Enplanements) 215,302 Allocated Base Rent - Business Purchase (01'A1100%) 169,895 Less Adjustment Due to UAL $850,000 Cap 0 Total United Rent $557,,485 $46 457 Delta (1 Year Leases Allocated Base Rent - Exclusive Allocated Base Rent - Joint (20% Equal Shares) Allocated Base Rent - Joint (80% Enplanements) Total Space Rent Base Rent Premium (25%) Allocated Base Rent - FBO Business Purchase (00A/100%) Total Delta Rent Northwest (1 Year Lease Allocated Base Rent - Exclusive Allocated Base Rent - Joint (20% Equal Shares) Allocated Base Rent - Joint (80% Enplanements) Total Space Rent' Base Rent Premium (25%) Allocated Base Rent - FBO Business Purchase (00W100%) Total Northwest Rent Continental (1 Year Lease Allocated Base Rent - Exclusive Allocated Base Rent - Joint (20% Equal Shares) Allocated Base Rent - Joint (80% Enplanements) Total Space Rent Base Rent Premium (25%) Allocated Base Rent - FBO Business Purchase (00/o/100%) Total Continental Rent Total Airline Rent: Total Base Rent - Exclusive Total Allocated Base Rent - Joint Total Base Rent Premium Allocated Base Rent - FBO Business Purchase (00/o/100%) Less Adjustment Due to AA $750,000 Cap Less Adjustment Due to UAL $850,000 Cap Total Rent Page 2 of 2 $48,944 40,294 57,462 $146.700 36,675 45,343 $228,718 $57,179 $39.128 40,294 78,246 $157.668 39,417 61,744 $258,830 $64,707 $82,553 40,294 71,584 $194,431 48,608 56,487 $299,526 $74,881 $506.718 1,007,357 124,700 635,925 (180,141) 0 $2,094,559 1196,768 $108 957 �4J 4. gtginals to• nt ct Book Copies to: Accounting OFFICE OF THE COUNTY ATTORNEY (970) 328-8685 FAX (970) 328-8699 \r/ November 15, 2002 Mr. Michael E. Wright, Regional Director DELTA AIR LINES P.O. Box 20706 Corporate Real Estate Sourcing, Dept. 877 Hartsfield Atlanta International Airport Atlanta, Ga 30320 Eagle County Building \/ P.O. Box 850 500 Broadway Eagle, Colorado 81631-0850 Dear Mr. Wright: Please find enclosed your red -stamped, fully -executed original of the First Amendment to Eagle County Air Terminal Corporation "Signatory Airline -Type C" Terminal Building Lease. Please call our office if you have any comments or questions. Thanks! Sincerely, e.ck—' Lucy Gre e Administrative Assistant Enc.