HomeMy WebLinkAboutContract 44552-R1A2 CITY SECRET -t,
C%rTRACT NO. �-55��R►��.
FIRST RENEWAL AND SECOND AMENDMENT TO CITY SECRETARY CONTRACT NO.44552
A LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND
FORT WORTH SYMPHONY ORCHESTRA ASSOCIATION
THIS FIRST RENEWAL AND SECOND AMENDMENT TO CITY SECRETARY CONTRACT
NUMBER 44552, as amended, ("First Renewal and Second 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 license
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, on or about February 18, 2014, the parties amended CSC 44552 to address fee
modifications for the 2014 Event,the same being CSC No.44552-A1 (CSC Nos.44552 and 44552-A1
are collectively referred to herein as the "Agreement");
WHEREAS, the parties have further negotiated and agreed to the following fee
modifications for the 2015 and 2016 Events: (1) an increase to the reservation fee to be paid to the
Fort Worth Botanical Society ("FWBS") from one thousand dollars ($1000.00) to one thousand two
hundred dollars ($1,200.00); and (2) an increase in the revenue share to be paid to the FWBS from
one and one-half percent(1.50%) to one and three-quarter percent(1.75%);
WHEREAS, the Agreement 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
M two year renewal options;
M WHEREAS, the parties desire to exercise the first two-year renewal option, to be effective
beginning on January 1, 2015 and expiring on December 31,2016;
a
WHEREAS, the parties have met all conditions precedent to this First Renewal and Second
o Amendment and wish to renew the Agreement and amend the fee structure to formally capture the
C=? agreed upon arrangement for the 2015 and 2016 Events; and
®FFICiAL kEGORD
CITY SECRETARY
First Renewal and Second Amendment to CSC 44552 IM WORTH,
if 4
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the City and the FWSOA do mutually covenant and agree to renew and amend the
Agreement as follows:
I.
FIRST RENEWAL
The City and FWSOA hereby agree to renew and extend the Agreement for a two-year period,
effective beginning on January 1, 2015 and expiring on December 31, 2016.
II.
SECOND AMENDMENT
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, and 2016 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 concerns throughout the 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 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 revenue generated from sales of concert tickets and parking spaces on
City-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
First Renewal and Second Amendment to CSC 44552 2 of 4
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 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 (30th) 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.
MISCELLANEOUS
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 forth in this First Renewal and
Second Amendment.
b. All terms in this First Renewal and Second Amendment that are capitalized but not
defined shall have the meanings assigned to them in the Agreement.
IN WITNESS VViiEREOF, the parties have executed this First Renewal and Second Amendment in
multiples,this day of 2015.
CITY OF FORT WORTH FORT WO SYMPHONY
ORCHE RA SSOCIAT
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By: * By;
S san Alanis Amy Adk' s ®R T
'Assistant City Manager Presi and CEO0
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Attested by: ca$ o x
APPROVED AS TO FORM �Q �! o00
AND LEGALITY:
J. A , Secretary
Assistant Attorney
OFFICIAL RECORD
CITY SECRETARY
. OFTH9 TX
First:R ewa ana Secon Amendment to SC 44552 3 of 4
ATTEST:
City Secretary
Contract Authorization:
M&C: C-26256
Date: May 14, 2013
First Renewal and Second Amendment to CSC 44552 4 of 4
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Official site
CITY COUNCIL AGENDA FoRTWORTH
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COUNCIL ACTION: Approved on 5/14/2013
DATE: 5/14/2013 REFERENCE NO.: "C-26256 LOG NAME: 80FWSOA2013
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize License Agreement with Fort Worth Symphony Orchestra Association for Use of
the Fort Worth Botanic Garden for the Concerts in the Garden Series (COUNCIL
DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a license Agreement with the Fort
Worth Symphony Orchestra Association for the annual Concerts in the Garden Series held at the Fort
Worth Botanic Garden.
DISCUSSION:
Over the past 23 years, the City and the Fort Worth Symphony Orchestra Association (FWSOA) have
brought to the citizens of Fort Worth the Concerts in the Garden (CITG) series. On May 24, 2011,
(M&C C-24919) the City Council authorized the execution of a contract with the FWSOA to permit
them to have the use of certain portions of the Fort Worth Botanic Garden (shown as Tracts I, II and
III on the attached Exhibit) for the purposes of conducting the CITG series of performances by the
FWSOA and other artists. The Agreement was for two years (January 2011 through December
2012), without any additional renewal options. The primary reason for the shorter term was to
balance the desire to allow the concerts to continue with the need to allow sufficient time to assess
economic conditions. In producing the concerts series, the FWSOA relies heavily on private
corporate sector underwriting.
The City and the FWSOA wish to continue in their relationship and enter into a new Agreement for an
initial term of two years with an effective date beginning on January 1, 2013 and ending on December
31, 2014, with two 2-year renewal options. For the 2013 concert series, the FWSOA will pay the Fort
Worth Botanical Society (FWBS) a rental fee of$1,500.00 for each concert date, as well as one
percent of the gross value of all revenue from sales of concert tickets and parking spaces on City-
owned property. In addition, the FWSOA will pay the FWBS the amount of$900.00 for dates on
which the Symphony wishes to reserve the bulk of the Botanic Garden Center(BGC) lots. The City
and FWSOA agree to negotiate in good faith to modify the license fees for the 2014 concert series
and subsequent renewal options. The proposed terms of the new Agreement are consistent with City
contracts in general. As part of the Fort Worth Botanical Society's (FWBS) non-exclusive
concessionaire's rights with the City of Fort Worth, the FWBS shall receive 20 percent of the gross
revenue from all merchandise sold by or for the performers at the concerts. All funds paid to the
FWBS are to be allocated toward maintaining infrastructure and addressing safety concerns
throughout the Botanic Garden. All other major terms and conditions of the prior year's contract
remain unchanged.
The Parks and Community Service Advisory Board endorsed this recommendation at its February 27,
2013 Board meeting.
The Botanic Garden is located in COUNCIL DISTRICT 7 and serves the entire City of Fort Worth.
FISCAL INFORMATION/CERTIFICATION:
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=18100&councildate=5/14/2013 4/6/2015
M&C Review Page 2 of 2
The Financial Management Services Director certifies that this action will have no material effect on
City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Richard Zavala (5704)
Additional Information Contact: Sandra Youngblood (5755)
ATTACHMENTS
FWSOA License Areas.pdf
http://apps.cfwnet.org/council_packet/mc—review.asp?ID=1 8 1 00&councildate=5/14/2013 4/6/2015