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Home My WebLink AboutContract 41468-CA1:::::0 n, c-, n, < n, CJ l> C ~ ..-.... ~ c::> ::0: CITY SECReT~ CONTRACT NO.HJ(~~ ti± 1 ASSIGNMENT OF CITY SECRETARY CONTRACT NO. 41468 This ASSIGNMENT OF CITY S/~y CONTRACT NO. 41468, as amended, ("Assignment") is made and entered into this of ~·~f;f~~it 2014, ("Effective Date") by and between the City of Fort Worth ("City"), a home-rule nrunipalitymganized under the Jaws of the State of Texas , acting by and through its duly authorized Assistant City Manager, Equine Marketing Group, Inc. ("Assignor"), an Iowa corporation, acting by and through Terry Schroeder, its duly authorized Executive Director, and Reichert Celebration, Inc. ("Assignee"), an Iowa corporation, acting by and through Terry Schroeder, its duly authorized President. A. On or about February 10 , 2011, the City and Assignor entered into a license agreement permitting the Assignor to host its Reichert Celebration Event at the Will Rogers Memorial Center from 2011 through 2015, said agreement being Fort Worth City Secretary Contract ("CSC") Number 41468 ; B. On or about June 18, 2012, the City and Assignor amended CSC No. 41468 to add the new Equestrian Multi-Purpose Building as an additional facility authorized for use for the Reichert Celebration Event, along with the corresponding rental rate schedule for years 2012 and 2015 , said agreement being CSC Number 41468-Al (CSC Nos . 41468 and 41468-Al are hereinafter collectively referred to as the "License Agreement"); C. Assignor was the marketing entity for the purpose of promoting the Reichert Celebration Event, and Assignor has done business as Reichert Celebration from time-to-time in the discretion of and upon the election of the officers of Assignor; D. Assignee was thereafter formed and passed a resolution , which is attached hereto as Exhibit A and incorporated herein for all purposes, confirming and documenting that Assignor would no longer conduct business as Reichert Celebration; and E . Assignor now wishes to formally assign the License Agreement to Assignee , and Assignee now wishes to accept such assignment of the rights, duties, and obligations of Assignor under the License Agreement. NOW THEREFORE , in consideration of the mutual terms and conditions herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows : 1. Assignment and Assumption. Assignor assigns, transfers, and conveys all rights, duties , and obligations in, to, and under the License Agreement to Assignee. Assignee accepts such assignment and assumes all of the rights , duties , and obligations of Assignor under, and agrees to be bound by, the .terms and provisions of the License Agreement from and after the Effective Date. Except as the City, Assignor, and Assignee may otherwise agree in writing, all rights , duties, and obligations under the License Agreement arising, accruing, or relating to the period before the Effective Date are allocated to Assignor and all rights, duties , and obligations arising, accruing, or relating to the period after the Effective Date shall be allocated to Assignee. The terms of the License Agreement and any related agreement shall remain in full force and effect. 3. Authority . Assignor has full right, power, and authority to enter into this Assignment, to make the representations set forth herein , and to carry out Assignor's obligations,hereu~der.· Assignee has the full right, power, and authority to enter into this Assignment, to make the representati'ons set forth herein , and to carry out Assignee 's obligations hereunder. Ass ignm ent ofCSC 414 68 , as amend ed OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 4. Survival. The provisions of this Assignment shall survive the delivery hereof and shall operate as a continuing agreement between Assignor, Assignee, and the City. The provisions of this Assignment shall survive the termination of the License Agreement. 5. Counterparts. This Assignment may be executed by facsimile or otherwise in multiple counterparts, each of which shall be deemed an original to the same effect as if all parties hereto had executed the same instrument and all of which shall together constitute one and the same instrument. 6. City of Fort Worth's Consent. The City hereby consents to this assignment upon the terms and conditions set forth herein. Unless and until the City has executed this Assignment, this Assignment is of no effect. The consent granted herein should not be construed as consent to any further assignment except as provided in the Agreement. 7. Successors. Except as herein otherwise provided, this Assignment will be binding upon and inure to the benefit of the parties , and their respective heirs , executors, administrators, successors, and assigns. 8. Governing Law. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision ofthis Assignment, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas -Fort Worth Division. This Assignment, including all exhibits, shall be construed in accordance with the laws of the State of Texas. 9. Counsel. The City, Assignor, and Assignee represent that they have consulted, or had the opportunity to consult, an attorney to seek legal counsel regarding the contents and effects of this Assignment. They further represent that they have been informed of the content and effect of this instrument and that the instrument is executed as their act and deed and of their own free will. 10. Severability. In the event that any provision of this Assignment is held void, voidable, or unenforceable, the remaining portions shaJI remain in full force and effect. 11 . Governmental Powers and Immunity. It is understood that by execution of this Assignment, the City does not waive or surrender any of its governmental powers or immunities. 12. Entire Agreement. This Assignment is the entire agreement between the parties regarding the subject matter contained herein . IN WITNESS HEREOF, the parties hereto have executed this Assignment to be effective on the Effective Date. CITY OF FORT WORTH by,~~ sanAlanis ssistant City Manager Date: g\-i l ~ \~ er y chroeder ecutivle D;r:r:; f / Date: (:! r -------------- Assignment ofCSC 41468, as amended 2 of5 APPROVED AS TO FORM AND LEGALITY: Tyler F . Wallac Assistant City I\. omey No M&C required Assignment of CSC 41468 , as amend ed REICHERT CELEBRATION, INC. ~/ -(~ Date : {Q__ ----~---+------ OFFICIAL RECORD CITY ~RETARY FT. WORTH, TX STATE OF TEXAS COUNTY OF TARRANT § § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Susan Alanis , known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the City of Fort Worth for the purpose and consideration therein ex pressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this -P,-day of O.VB v.s+ , 20l_'i' -STATEOF c/-~ COUNTY OF J-(57,J CZ. § § ~t~ ro . d-JtMlM'tf' otfily Public in and for The State of Texas t.f~·~~~\, LINDA M. HIRRLINGER 1i \~. .i } MY COMM ISS ION EXPIRES f •••• ..... -:.~-Febru 2 2018 f 1,, ,,w:,~".... ary ' i~ li BEFORE ME, the undersigned authority , a Notary Public in and for the State of ~ , on this day personally appeared Terry Schroeder, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of Equine Marketing Group, Inc., for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this~~ay of r1a ~ , 20 d. EMILI E •. ••ecHT C' _ · . 1 D ~ ~a·: Com ml,s~o N""'be< 738075 ~ ~.{)l"'dlt ~ '" ~ My commi sio Expires Notary Public m and for ,,. "" ( The State of ::Z:w ):::L L~'o!!w~.,_:_.L::::::~=:=~:::i:=:=::J STATEOF ~X:. COUNTY OF 7 6'l,..);. § § BEFORE ME, the undersigned authority, a Notary Public in and for the State of ~[)A~ , on this day personally appeared Terry Schroeder known to me to be the person whose name is subscribed to the foregoing in strument and acknowledged to me that the same was the act of Reichert Celebration, Inc., for the purpose and consideration therein ex pre ssed and in the capacity therein stated . GIVEN UNDER MY HAND AND SEAL OF OFFICE thi s W ~ay of ~ , 20t/ ~,~P-oy P~lic in and for The State of ~ !MILl!l! S . BRECMT Ass ignm ent of CSC 41 468, as amended 4 of5 '·"- t EXHIBIT A PO Box 380 600 Court St re et Suite 1 Willi ams burg, lA 52 361 T el (319) 668-2699 Fax (319) 668-2633 www.ReichertCclebration.com RESOLUTION IT IS HEREBY RESOLVED by a unanimous vote of the Board of Directors and all shareholders herein, as follows : 1. Equ i ne Marketing Group, Inc. has held and operated an event known as "Re ichert Celebration" for the past many years In Tulsa, Oklahoma and Ft. Worth, Texas. 2. Equine Marketing Group , Inc. was the marketing entity for the purpose of promoting Reichert Celebration . 3 . It Is resolved and acknowledged that Equine Marketing Group, Inc. has in the past done bus iness as (d/b/a) Reichert Celebration from time to t ime In the discretion of and upon the election of the officers of this corporation . 4 . Reichert Celebration was thereafter incorporated . 5 . The purpose of this Resolution Is to confirm and document that Equine Marketing Group, Inc. Is no longer conducting busi ness as Reichert Celebration, Inc. Dated at Williamsburg , Iowa , on this~ day of~dr- ,INC. Attestation and Certification By: !ca.fUr~~ Assignment ofCSC 4 1468, as ame nded 5 of 5