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Home My WebLink Aboutbocc.con.304.2008 _ .,.~,M,. ~ _ . w.,~.,~.; .~.,o~.,,~,.~,~......_,.~ ~ a1ACT # ~30~..Z.oot~" A RESOLUTION OF TSE BOARD OF COUNTY COIVIlVIISSIONERS OF PTrKIN COUNTY, COLORADO APPROVING ASSIGNMENT OF CONCESSION AGREEMENTS BETWEEN NGSI and PITKIN COUNTY TO HDS RETAIL NORTH AMERICA, LP RESOLUTION # ~-20Q$ ~ . RECITALS 1. Pitkin County ("County'') and NGSI-Aspen, LLC entered into a Lease and Use Agreement on November 1, 2004 for the operation of the gift shop concession at the Aspen/Pit14n County Airport ("Airport"). Z. Pitkin County ("County's and NGSI-Restaurant LLC~entereci into a terminal food service concession agreement on October 15, 2006 for the operatian of the restaurant concession at the Airport. . 3. PMG International, the parent entity of both NGSI-Aspen, LLC and NGSI-Restaurant, LLC is 'selling its interest in NGSI to HDS Retail North America, LP, which includes . both NGSI operations at the Airport. . 4. The proposed assignment does not modify any of the terms of the existing agreements, which remain in full force and effect. NOW THEREFORE, be it resolved by the Board of County Commissioners of Pitkin County Colorado, tha# the Board does hereby approve the assignment of the gift shop Lease and Use Agreement with NGSI Aspen, LLC dated November 1, 2004, and the Terminal Food Service Concession Agreement with NGSI-Restaurant dated October 15, 2006 to HDS Retail North American, LP. INTRODiJCED, FIRST READ AND SET FOR PUBLIC HEARING ON NOVEMBER 5, 2008 NOTICE OF PUBLIC HARING INCLUDING FULL TEXT OF RESOLUTION PUBLISHED IN THE ASPEN TIMES WEEKLY ON NOVEMBER 9, 2008, ADOPTED AFTER SECOND READING AND PUBLIC HEARING ON NOVEMBER 19, 2008. PUBLISHED BY TITLE AND SHORT SI:fNIIvjARY, AFTER ADOPTION, IN THE ASP TIMES WEEKLY ON NOVEMBER 30, 2008. ~~i v ATTEST: BOARD OF COUNTY CONIlVIISSIONERS . ~ OF PITKIN COUNTY, COLORADO E.i~;~,r ~ '~~asj~g? R~ ~ ~ jj Jea tte Jones Jack Hatfield 7 ~ • De ty.Clerk CLairman . APPROVED AS TO FO~tM: John 1~ - Co ty A 1V • ~ !wood . ort Director ti~-~.~--- IIilary Fle r County er 2 ~ ~ CONTRACT # •~4~~~~~ NEWS AND GIFT SHOPS iNTERNATiONAL, L.L.C. October 14, 2008 Pitkin County Attorney's Office 530 E. Main Street, #302 Aspen, Colorado 81611 Re: (1) NGSI-Aspen, LLC Terminal Gift Shops and Lease Agreement dated as of September 22, 2004; (2) NGSI-Aspen, LLC Terminal Gift Shops and Lease Agreement dated as of September 22, 2004 Dear Sir/Madam: On behalf of News & Gift Shops Intemational, LLC ("NGSI") and PMG International, Ltd. ("PMGI"), I am writing to request your consent to a deemed transfer of control with respect to NGSI and PMGI's interests in hvo entities currently operating pursuant to concession agreements at the Pitkin County Airport. After several exciting years of operating retail concessions in the airport environment, the parent entity of NGSI, PMGI, decided to sell this line of business and concentrate its efforts on the wholesale distribution business. On September 3, 2008, PMGI entered into an agreement with HDS Retail North America, L.P. ("HDS") for the purchase of the retail interests held thereby. We believe that we have found an excellent buyer for the business, one that will truly be an asset to the airports in which eve operate. HDS currently operates over 300 stores in l 00 airport locations in the United States and Canada. In addition, I-IDS is a wholly- owned subsidiary of Lagard6re Services which operates 1400 stores in I8 countries. The experience that HDS brings should not only provide a great benefit to the Pitkin County Airport, but shvufd also provide for an excellent working relationship with the DBE partner. We are excited about the opportunities that lie ahead forNGSI-Aspen LLC and NGSI-Restaurant LLC with HDS as a member, Enclosed are consent forms, prepared in accordance with the respective concession agreements, for the deemed•transfer of the NGSI or PMGI control to HDS. We hereby request your consent to this transaction by signing and returning the enclosed consent forms by 1?riday, October 24, 2008. I have enclosed a prepaid Federal Express envelope for you to use. Thank you for your assistance. Sincerely, Jeff ail r Pre ide t Enclosure 1011 NORTH FRIG ? SAN ANTONIO, TDCAS 78207 ? 210-2Qb-6840 ? FAX 210-446-571b consElvT of THE COU1~iTY OF PITIaN A COLORADO HOME-RULE COUNTY OF THE STATE OF COLORADO THIS CONSENT (this "Consent"), made effective as off 2008, is executed by the The Board of County Commissioners of Pitkin County, (the " e Board"), on behalf of the County of Pitkin, a Colorado Home-Rule County (the "Lessor', with reference to the following: RECITALS A. PMG INTERNATIONAL LTD. (fIkla International Periodical Distributors Ltd.), a Texas limited partnership (the "Com an has entered into that cerkain LLC Interest and Stock Purchase Agreement {the "Purchase A~eement"), dated as of September 3, 2008, wifh HDS RETAIL NORTFI AMERICA, L.P., 'an Illinois limited partnership {the "Purchaser"), NEWS & GIFT SHOPS INTERNATIONAL, LLC, a Delaware limited liability company ("NGSI" , et al, pursuant to which the Purchaser has agreed to purchase all of the interests of NGSI Restaurant, LLC, a Texas limited liability company (the "Lessee"), held by the Company for the consideration and on the terms as set forth in the Purchase Agreement. B. Lessee and Lessor entered into that certain Terminal Food -Service Concession Agreement dated as of October 15, 2006 (the "Lease A r~ecmen#"). C. Pursuant to Section V of the Lease Agreement, the Lessee agreed not to assign, hypothecate, surrender, sublease, or transfer all or any portion of its interest under such Lease Agreement without the prior written consent of the The Board. D. A transfer of control of Lessee's business by sale of assets, interest or other means is considered to be an assignment of interest pursuant to Section V of the Lease Agreement. E. The transactions contemplated by the Purchase Agreement may be deemed a transfer of control of Lessee's business. F. Lessor and Lessee desire that the Lease Agreement remain in full force and effect for the remainder of its team following the assignment of Lessee's membership interests to Purchaser as effected by the firansac#ions contemplated by the Purchase Agreement. G. Pursuant to Section V of the Lease Agreement, Lessee must pay costs and expenses incurred by The Board in considering and approving Lessee's transfer request and must provide to The Board certain biographical and financial information from the proposed transferee. H. Accordingly, in consideration of the foregoing, Lessor agrees to execute this Consent subject to the terms and conditions set forth herein. MlA 180205746v1 9/16('2008 _ _ _ W .w W _ . _ _ AGREEIVIENT NOW, THE1tEF41tE, Lessor agrees as follows: . 1. Lessor hereby acknowledges the deemed transfer of control of Lessee's business resulting from the Purchaser's acquisition of membership interests of Lessee, the Company being the majority owner in Lessee, under the Lease Agreement to be effected by the consummation of the transactions contemplated by the Purchase Agreement, and agrees and consents to such transfer of control of Lessee to the Purchaser and agrees that, following the consummation of the transactions contemplated by the Purchase Agreement, the Lease Agreement shall remain in effect for the remainder of its stated term, unless otherwise terminated in accordance with the terms and provisions set forth therein, 2. Lessee remains bound by all of Lessee's liabilities and obligations under tho Lease Agreement and agrees tv perform and observe all of the covenants and conditions contained in the Lease Agreement. 3. Lessor hereby ackrnowledges receipt as of 2008 of the document processing fee required far the Lease Agreement, such payments totaling in the aggregate, in connection with this consent and acknowledges that no other fees or amounts shall be due and owing to Lessor as a result of the consummation of the transactions contemplated by the Purchase Agreement. 4. Lessor hereby acknowledges receipt as of 2008 of the biographical and financial information with respect to the proposed transferee required pursuant to Section V of the Lease Agreement. S. ~ Lessee understands that Lessor is subject to the public records laws. To the extent permitted by law, Lessor hereby agrees that is will notify the Lessee pxior to disclosing any confidential information received by it in connection with the transactions contemplated by this Consent and will maintain the confidentiality of the information if allowed under applicable law ar xequired by court order. [Signature page follows] 2 M!A i8020b798vi 9l16J2008 5 IN WITNESS WfiEREOF, the undersigned has executed this Consent effective as of the date first written above. LESSEE: NGSI Restaurant, LLC, a Texas limited liability company By: Nam. , ~ ~res~ Tit A thorized Signatory COMPAN'X: PMG INTERNATIONAL LTD. (f/k/a International Periodical Distributors Ltd.}, a Texas limited partn 'p N e: ~ ~'lrr ~ ,•a~ T e: Authorized Signatory CONSENT OF LESSOR Lessor hereby consents to the deemed transfer of control of Lessee under the Lease Agreement dated October 15, 2006 subject to the foregoing conditions. The Board of County Cornmissioners of Pitlcin County, Colorado By: Name: Title: Authorized Signatory ATTEST: By: Name: Title: Authorized Signatory APPROVED AS TO FORM: By: Name: Title: Authorized Signatory MIA ?80205746Y1 JV76~2008 IN ~Vl[1'NESS WHEREOF, the undersigned has executed this Consent effective as of the . date first written above. - . ~ LESSEE: NGSI Restaurant, LLC, a Texas . ~ limited liability company . By: Name: . Title: Authorized Signatory r . - COMPANY: PMG IN'T'ERNATIONAL LTD. . ~ (f/k/a International Periodical Distributors Ltd.}, - a Texas limited partnership ~ - By: - • Naule: . Title: Authorized Signatory r CONSENT OF LESSOR . Lessor herby consents to the deemed transfer of control of Lessee under the Lease Agreement dazed October 15, 2006 subject to the foregoing conditions. The Board of County Commissioners of Pitlcin ' County, Colorado B3"• - - - - - - - -Name' - k • ~ - Title: ~ Authorized Signatory • - ~ ta~~a ~ ATTE . By: - Name• . Title: • Authorized Signatory APPROVED ~ B: - Name• , G.r'~ S cn, ~ ~ ' Title: Authorized Signatory ' ~ ~ ~