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THIRD AMENDMENT
TO
AIRPORT NETWORK PROGRAMMING SERVICE AGREEMENT
(Agreement No. 002445)
THIS THIRD AMENDMENT TO
AIRPORT NETWORK PROGRAMMING
SERVICE AGREEMENT
(hereinafter referred to as the “Third Amendment”) is made effective
as of ____________, 2023 at ____________ Pacific Standard Time, by and between the PORT
OF SEATTLE, a Washington municipal corporation (the “Port”) and Travel Content, LLC
(trading as ReachTV), a Delaware limited liability company (“ReachTV”) (as successor to
AC
Holdings, Inc.
(“Previous Party”)).
RECITALS
WHEREAS, the Port and Previous Party were parties to that that certain
CNN Airport
Network Programming Service Agreement with an effective date of January 1, 2019,
as
amended (the “Agreement”), pertaining to
the delivery and display of programming and
content on specified display screens in the Seattle-Tacoma International Airport
(“Airport”);
WHEREAS, Previous Party assigned to ReachTV and ReachTV assumed all of Previous
Party’s rights and obligation under the Agreement (the “Assignment”);
WHEREAS, in connection with the Assignment, the Port and ReachTV executed that
certain First Amendment to the Agreement dated effective March 31, 2021 (the “First
Amendment”); and
WHEREAS, in connection with the Assignment, the Port and ReachTV executed that
certain Second Amendment to the Agreement dated effective October 29, 2021 (the “Second
Amendment”); and
WHEREAS, the Agreement expires December 31, 2023; and
WHEREAS, the Port and ReachTV wish to amend the Agreement in accordance with the
terms and conditions set forth in this Third Amendment;
NOW, THEREFORE, in consideration of their mutual promise, the parties hereto do
hereby mutually agree as follows:
1. Term. Section 3 (Term) of the Agreement is hereby deleted in its entirety and replaced as
follows:
3. TERM.
Item No.: ___8b_attach__
Date of Meeting: 10/24/2023
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3.1 Original Term. The original term of this Agreement shall be five (5)
years, commencing on the Effective Date and expiring on December 31, 2023 (“Original
Term”).
3.2 Extension Term(s). The Agreement shall automatically extend for a
period of six (6) months immediately upon expiration of the Original Term (the “First
Extension Term”) and, following expiration of the First Extension Term (if any), for an
additional period of six (6) months (the “Second Extension Term”) and, following
expiration of the Second Extension Term (if any), for an additional period of six (6)
months (the “Third Extension Term”), without any gap or further action by the parties,
unless one party gives the other party written notice of its intent not to extend at least
sixty (60) days prior to the expiration of the Original Term, or if applicable, the First
Extension Term or Second Extension Term, respectively.
3.3 Term. The Original Term together with the First Extension Term, if
applicable, and the Second Extension Term, if applicable, and the Third Extension Term,
if applicable, shall constitute the term of the Agreement (“Term”).
2. No further Modification. Except as amended by this Third Amendment, all other terms,
covenants and conditions of the Agreement shall remain in full force and effect. Other than as
specifically revised in this Third Amendment, capitalized terms used herein shall have the
meaning ascribed to them in the Agreement.
3. Counterparts. This Third Amendment may be executed in counterparts, each of which
will be deemed an original, and all of which, together, will constitute one and the same
instrument. This Third Amendment may be accepted and signed by a physically signed
document, scanned and transmitted via electronic mail and each party’s electronic acceptance
and signature will be deemed binding between the parties. Each party acknowledges and agrees
it will not contest the validity or enforceability of this Third Amendment, including under any
applicable statute of frauds, because it was accepted and/or signed in counterpart and/or scanned
and transmitted via electronic mail. Further, each party shall, upon the request of the other party,
promptly provide the requesting party, via United States mail or overnight courier, an originally
executed copy of the executed document that it previously signed, scanned, and transmitted via
electronic mail.
IN WITNESS WHEREOF, the parties hereto have signed this Third Amendment as of the day
and year first above written.
PORT OF SEATTLE
TRAVEL CONTENT, LLC
A Washington municipal corporation
A Delaware limited liability company
By:
By:
Its:
Its:
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STATE OF ___________________ )
) ss.
COUNTY OF _________________ )
On this ____ day of ______________, 2023, before me, personally appeared
____________________________ to me known to be the ____________________ of TRAVEL
CONTENT, LLC, a Delaware limited liability company, the entity that executed the foregoing
instrument, and acknowledged said instrument to be the free and voluntary act and deed of said
entity, for the uses and purposes therein mentioned, and on oath stated that he/she was duly
authorized to execute the same.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and
year first above written.
Notary Public in and for the
State of
Residing at:
My commission expires:
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this ____ day of _____________, 2023, before me, personally appeared
_____________________________ to me known to be the ____________________ of the
PORT OF SEATTLE, a municipal corporation, the corporation that executed the foregoing
instrument, and acknowledged said instrument to be the free and voluntary act and deed of said
corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was duly
authorized to execute the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year first above written.
Notary Public in and for the
State of
Residing at:
My commission expires:
