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HomeMy WebLinkAboutContract 41468-CA1 CITY C(W 4 C MMI, LL L ASSIGNMENT OF CITY SECRETARY CONTRACT NO.41468 This ASSIGNMENT OF CITY SEUCETARY CONTRACT NO. 41-468, as amended, :L,2014, ("Effective Date")by ("Assignment") is made and entered into this ' ' i. j � of and between the City of Fort Worth ("City"), a home-rule munictpalVy:(organized under the laws 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.Te 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; 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 to 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. &5ignment and AssuMptiQn. Assignor assigns, transfers, and conveys all rights, duties, and obligations in, to, and under the License Agreement to Assignee. Assignee accepts such assigninent 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 M allocated to Assignor and all rights,duties,and obligations arising,accruing, or relating to the period after M M the Effective Date shall be allocated to Assignee. The terms of the License Agreement and any related :Z agreement shall remain in full force and effect. F n 3. Authority. Assignor has full right,power, and authority to enter into this Assignment,to C= make the representations set forth herein, and to carry out Assignor's obligations,hereunder., Assignee �-A has the full right,power, and autliority to enter into this Assignment,to make the representations set forth herein, and to carry out Assignee's obligations hereunder. ............... 4h- Assignment ofCSC 41468,as amended Of FICIAL RrrCORD CITYSECRETAgy �rl F 1r.WORT119 TX 4. d. The provisions of this Assignment shall survive the delivery hereof and shall operate as a continuing agreement between Assignor, Assignee, and the City. 'Me provisions of this Assignment shall survive the termination of the License Agreement. 5. Copt DLer part . 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. Cit y of Fort Consent. T gnm he City hereby consents to this assient 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. SUge s -ovided, this Assignment will be binding upon M. Except as herein otherwise pi and inure to the benefit of the parties,and their respective heirs,executors,administrators, successors,and assigns. 8. Q2ygrRin&.Lgw. If any action,whether real or asserted, at law or in equity, arises on the basis of any provision of this 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. C2MpaLl. 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. 5gyelability. In the event that any provision of this Assignment is held void,voidable, or unenforceable,the remaining portions shall remain in full for and effect. IL Ininutirity. It is understood that by execution of this Assignment,the City does not waive or surrender any of its governmental powers or immunities. 12. LnJiLq_A,&MaT=. 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 Eff ective Date. CITY OF FORT WORTH. EQUINE MARKETIN OUP,IN :INI ARKETIN G OUP,IN M by: c san Alanis e chroeder s is t Cl i �ir tv ctor sistant City Manager ecutive Director Date: Date: Assignment of CSC 41468,as amended 2 of 5 RR on� APPROVED AS TO FORM REICHERT CELEBRATION,INC. AND LEGALITY: , Z-; bye Tyler F.Wa1.Pac err 'c . oe Assistant City Attorney Pre t Date> ATTESTED Mary Iay e City Secreta n� No M&C required Ck 000000& . RECORD OFFICIAL Assipment of CSC 41469,as smendod FT.,WORTI 1,T STATE OF TEXAS § COUNTY OF TAR NT § 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 expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this_7�'day of C Q'S+ 20 HIR Public SS10 E in and for b 201 The State of Texas o4w LINDA 'RRLING R IRE M�H N E STATE OF LINDA M.HIRRLINGER M MYC 0 M1 S10 Y COMMISSICA EXRRES 018 "ary 2,2018 -Y OF _4*Izie F Mary 2,2 COUNI ......... 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 �Illay of ---I 201y L F-Miur:'13.BRECHT Av" 49 be38 cornff0asi0q,Nub r7 075 0 z my�c�Ommi S10 Expires Notary u lic in and for The State of STATE OF § COUNTY OF BEFORE ME, the undersigned authority, a Notary Public in and for the to 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 Reichert Celebration, Inc., for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this a of, 2011/ y Ai5tA�' rid %IAt FEMUR S. BRECHT 0 Pu:blic in and for Commission Nurnber 738075 The State of 7&Y 0 :M M c Y _r770 _x kes 5 P Amignment of CSC 41468,as amended 4of5 ..................... EXHIBIT A PO Box 390 Ithert 600 cmud stre"Suite I Williamstun&1A 52361 ytr Tel(319)668-26" Fax(319)669-2633 www.RelchertCelebmtion.com RESOLUTION IT IS HEREBY RESOLVED by a unanirnous vote of tm Board of Directors aid all shareholders herein,as 11ollows: 11. Equine Marketing Group, rated an event known as'Reichert Celebration'for the past many years In Tulsa.Oklahoma and FL Worth,Teams. 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,hie.has In the pow done business as(dA)/a)Reichert Celebration from lime to time in the discretkm of and upon the election of the officers of this corporation. 4. Reichert Celebration was thereafter kwA"rstad, 6. The purpose of this Resolution Is to confirm and document that Equine MarkeWV Group,Inc.Is no longer conducting business as"chart Celebration,Inic. Dated at Williamsburg, Iowa,on this day of i 2014. NT,W"8RflCELEBRATW.INC. Attestation and Cartifimation By: Ij kmigmcnt.of CSC 41468.,as mended 50f5 .....................- ��� ,�� v� �"