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Home My WebLink AboutContract 44552-R2A4 (3)CITY SECRETARIP ' � _, � � _ �-� � CONTRACT N0. �� ':, � � C�=1��i 11; � SECOND RENEWAL AND I'OUR3`H ANi�IVDNiEI+iT Tp CITY SECRE�'ARY CONTRACT NO. 44552, A LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND FORT WORTH SYMPHONY pRCHESTRA ASSOCIATION THIS SECOND RENEWAL AND rOURTH AMENDMENT TO CITY SECRETARY CONTRACT NTJMBER 44552, as amended and renewed, ("Second Renewal and Fourth Amendment") is made and entered into by and between the City of Fort Worth, a home-rule municipal corporation ("City") acting by and through its duly authorized Assistant City Manager, and the Fort Worth Symphony Orchestra Association ("FWSOA), a Texas nonprofit acting by and through its duly authorized President. WHEREAS, on June 18, 2013, the City and FWSOA entered into a license agreement providing FWSOA with use of a certain portion of Fort Worth Botanic Garden ("Garden") for the purpose of conducting the "Concerts in the Garden" ("CITG") series, consisting of performances by the FWSOA and other artists ("Event"), the same being Fort Worth City Secretary Contract ("CSC") number 44552; and WHEREAS, CSC No. 44552 sets forth consideration for the 2013 Event, including the licen'se fee, reservation fee, and revenue share, with the express provision that the City and FWSOA would negotiate in good faith to modify these fees for future Events; WHEREAS, the parties agreed that any modifications would be set forth in an amendment to CSC No. 44552; WHEREAS, CSC No, 44552 also sets forth a primary term of two calendar years, which commenced on January 1, 2013 and expired on December 31, 2014, and included two consecutive two year renewal options; WHER�AS, on or about February 18, 2014, the parties amended CSC No. 44552 to address fee modifications for the 2014 Event, the same being CSC No. 44552-A1; WHEREAS, on or about April 7, 2015, the parties renewed CSC No. 44552 and further amended it to address fee modifications for the �,01 S and 2016 Events, the same being CSC No. 44552-R1A2; WHEREAS, the parties amended CSC No. 44552 a third time to reflect current market conditions related to the sale of inerchandise and promotional items at the Event, the same being CSC No, 44552-A3 (CSC Nos. 44552, 44552-A1, 445S2-R1A2, and 44552-A3 are collectively referred to herein as the "Agreement"); WHEREAS, the pat�ties have further negotiated and agreed to the following fee modifications for the 2017 and 2018 Events: an increase in the revenue share to be paid to the FWBS from one and three quarters percent (1.75%) to two percent (2.0%); WHEREAS, the parties also desire to exercise the second and fnal two-year renewal option, to be effective beginning on January 1, 2017 and expiring on December 31, 2018; WHEREAS, the parties have met all conditions precedent to this Second Renewal and Fourth Amendment and wish to renew the Agreement and amend the fee struciure to formally capture the agreed E __ � k: � ��I��V�►�� 6tV�l��k�l��i Second Renewal and Fourth Amendment to CSC 44552 I J w . '�� ; ` , �' � �I'i"1f ��CRETAR7f' �Y� WORTH, TX upon arrangement for the 2017 and 2018 Events; and NOW, THERErORE, in consideration of the mutual covenants and agreements contained herein, the City and the FWSpA do mutually covenant and agree to renew and amend the Agreement as follows: I. SECOND REIV�WAL The City and FWSOA hereby agree to renew and extend the Agreement for a second and final, two-year period, effective beginning on January 1, 2017 and expiring on December 31, 2018. II. FOURTH AMENDIVIENT Section 4, "Consideration", is hereby amended, in whole, to read as follows: "4. Consideration 4.01 License Fee. For purposes of this Agreement, the fee due under this Subsection 4.01 (for any given Event year) shall be referred to as the "License Fee." a. In addition to any other consideration due hereunder, for the 2013, 2014, 2015, 2016, 2017, And 2018 Events, the FWSOA will pay to the FWBS a fee of $1,500.00 per concert date for the use of Tract One and Tract Two, with such funds to be allocated toward maintaining infrastructure and addressing safety concernsthroughoutthe Garden. 4.02 Reservation Fee. For purposes of this Agreement, the fee due under this Subsection 4.02 (for any given Event year) shall be referred to as the "BGC Fee." a. In addition to any other consideration due hereunder, for the 2013 Event, the FWSOA shall pay FWBS a reservation fee of $900.00 for each date for which FWSOA reserves the entire BGC and associated parking spaces in Tract Three. b. In addition to any other consideration due hereunder, for the 2014 Event, the FWSOA shall pay FWBS a reservation fee of $1,000.00 for each date for which FWSOA reserves the entire BGC and associated parking spaces in Tract Three. c, In addition to any other consideration due hereunder, for the 2015 and 2016 Events, the FWSOA shall pay FWBS a rese►wation fee of $1,200.00 for each date for which FWSOA reserves the entire BGC and associated parking spaces in Tract Three. d. In addition to any other consideration due hereunder, for the 2017 and 2018 Events, the FWSOA shall pay FWBS a reservation fee of $1,200,00 for each date for which FWSOA reserves the entire BGC and associated parking spaces in Tract Three. 4.03 Revenue Share. �� a. In addition to any other consideration due hereunder, for the 2013 Event, \\� the FWSOA will pay the FWBS one percent (1%) of the gross value of all V revenue generated from sales of concert tickets and parking spaces on City- Second Ranewal and Fourth Amendment to CSC 44552 2 of4 owned property. b. In addition to any other consideration due hereunder, for the 2014 Event, the FWSOA will pay the FWBS one and one-half percent (1.5%) of the gross value of all revenue generated from sales of concert tickets and parking spaces on City-owned property. c. In addition to any other consideration due hereunder, for the 2015 and 2016 Events, the FWSOA will pay the FWBS one and three-quarter percent (1.75%) of the gross value of all revenue generated fi•om sales of concert tickets and parking spaces on City-owned property. d. In addition to any other consideration due hereunder, for the 2017 and 2018 Events, the FWSOA will pay the FWBS two percent (2.0%) of the gross value of all revenue generated from sales of concert tickets and parking spaces on City-owned property. 4.04 FWSOA shall deliver one-half of the License Fee and BGC Fee for the entire CITG season to the FWBS on or before the date of the first concert. No later than the thirtieth (30'�') day after the date of the last CITG concert for the Event year, FWSOA shall pay to the FWBS the balance of the License Fee and BGC Fee as well as all other consideration due under this Agreement. 4,05 For all subsequent Events under this Agreement, the City and FWSOA will negotiate, in good faith, all future fees that are the subject of Subsections 4.01 (License Fee), 4.02 (BGC Fee) and 4.03 (Revenue Share). These fees will be set forth in an amendment(s) to this Agreement. If the parties cannot negotiate and agree on such fees prior to December 31st of each calendar year for the remaining term of this Agreement (including any renewals) then the City will have the option to terminate this Agreement." III. MISCELLAN�OUS a. All other terms and provisions of the Agreement between the City and FWSOA shall remain in full force and effect except as specifically amended or set foi�th in this Second Renewal and Fourth Amendment. b. All terms in this Second Renewal and Fourth Amendment that are capitalized but not defined shall have the meanings assigned to them in the Agreement. IN WITNESS WHEREOF, the parties have executed this Second Renewal and Fourth Amendment in multiples, this �_ day of � C1 �1 � 1 y1, , 201 �.1 CITY OF FORT WORTH FORT WORTH SYMPHONY ORCH�STRA ASSOCIATION By; \'vV�—�il By: Susan Alanis ` Assistant City Manager Second Renewal and Fourth Amendment to CSC 44552 3 of 4 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. � �- Bob Byers Botanic Garden Superintendent APPROV�D AS TO FORM AND LEGALITY: __----� % �,i�y �ecre�ary ~ � R `,,��1 �� . � � , � i� • �� : r � �+��\�. ' �+� Contract Authorization: M&C; C-26256 (May 14, 2013); C-27770 (June 14, 2016) ,. ..��.� '. ;., , <.�:_� � ,' ��, � �PN \ � t�� `� � � OFFICIA� R�CORD CITY 88CRETARY FT. WORTH, TX Second Renewal and Fourth Amendment to CSC 44552 4 of 4