2015-96 FIRST AMENDMENT TO FACILITY MANAGEMENT
AND PROMOTION LICENSE AGREEMENT
THIS AMENDMENT is to that certain agreement of January 27, 2015 (hereinafter
referred to as the "Agreement") between the City of Clermont, hereinafter referred to as
"CITY" and E&M Theatricals Inc., a Florida For-profit corporation, hereinafter referred to as
"Licensee," whose address is 5973 Chesapeake Pk, Orlando, FL 32819. The parties, in
exchange for the mutual covenants contained herein and in the Agreement, agree as follows:
1. This Amendment expressly modifies the Agreement and in the event of a
conflict,the terms and,conditions of this Amendment shall prevail.
2. Section 1, Term and Termination, of the Agreement is amended to provide that
the Agreement shall terminate effective November 11, 2015 (the "Termination Date").
Licensee is responsible for cancelling the shows and events it had booked for the Clermont
Performing Arts Center that would have occurred after the Termination Date, and management
of all refunds due to ticketholders of those shows and events. Further, Licensee has agreed to
remove all of its property from the Clermont Performing Arts Center by the Termination Date,
if not otherwise purchased from Licensee by the City under separate agreement. Following the
Termination Date, except as may be provided herein and those obligations contained in the
Agreement, specifically intended to survive termination of the Agreement, the Agreement
shall be terminated without further consequence, obligations or rights of any kind inuring to the
benefit or obligation of either party. Specifically, by execution of this Amendment, the parties
agree, on behalf of themselves, their officers, officials, employees and assigns to mutually
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release each other from any and all claims of any kind for damages of any kind arising out of,
or related to, in any manner, the Agreement, including, but not limited to, any claim for
monetary damages, reimbursement, expenses and/or attorney fees existing, whether known or
unknown as of the date of this Amendment..
3. Additional Terms The Parties agree to the following additional terms and
conditions:
a. The City has notified the Licensee that it may elect to re-contract the shows
identified on the attached "Exhibit A" (the City's Future Shows"), which are to be separately
negotiated and contracted by City representatives. The City may determine also to re-
contract other shows or events at a subsequent time.
b. On or before November 9, 2015, Licensee shall provide to CITY any and all
documentation related to the following:
(1) ticket sales information, to include number of tickets sold,
contact information for ticket purchasers, number of complimentary tickets distributed and
identification of recipients (if any), and revenue received from ticket sales including all fees
paid to Licensee by the purchaser, for each performance or show referenced in the Third Party
Agreements;
(2) production, marketing and advertising costs expended for each
performance or show prior to the Termination Date;
(3) information, including amount of sponsorship, sponsorship
contact information and sponsorship agreement, if any, for all sponsors related to the Clermont
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Performing Arts Center and obtained by or on behalf of Licensee pnor to the Termination
Date;
(4) a complete list, with contact information, of all season ticket
purchasers; and
(5) a complete list, with contact information, of all independent
contractors, volunteers or other staff used by Licensee as part of any performance at CITY's
Clermont Performing Arts Center.
c. In the event the City and Council decide to continue the box office
operations on the-same.model as Licensee (necessary in the event the City re-contracts any
shows for this season that have-been cancelled by Licensee before the Termination Date,
including the Future Shows), then on or before November 11, 2015 CITY shall enter into a
contract for ticket selling and related box office services with www.tixs.com and
www.authorize.net as may be required by CITY. Licensee agrees to reasonably cooperate with
CITY to ensure transition to CITY of all information and services maintained, provided or
obtained by the above referenced ticket services providers with regard to the Future Shows.
Licensee's cooperation shall include, but not be limited to, executing any authorization that
may be required, including granting any password access required to accomplish the transfer of
information. Effective November 11, 2015, Licensee shall take all reasonable measures to
facilitate the transfer to CITY of Licensee's rights and properties in the"Clermont Performing
Arts"web site landing page, domain names and online ticketing service pages linked thereto. .
d. Ticket Sales. All sales of tickets and rental fee payments received by
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Licensee which occurred prior to November 11, 2015, with the exception of"Menopause the
Musical" (detailed in sub-paragraph "g." below) and the separate special arrangements for the
Future Shows, will be refunded by and under the management of Licensee. Regarding the
Future Shows, and provided the City has an operational ticketing account as stated above in
sub-paragraph "b", Licensee shall transfer one hundred percent (100%) of the ticket price and
related fees and rental payments received by Licensee to CITY less Licensee's reasonable
production, marketing and advertising expenses as documented in the records referred to in
paragraph 3 a(1) & (2) above, not including deposits or partial payments to performers for the
Future Shows, only. Licensee shall not transfer any ticket revenue and fees to CITY for
performances or shows prior to the Termination Date for which Licensee has already made
account in previous reports to the City. CITY shall be responsible for any such refunds for
ticket sales in the event any performances or shows set forth as the Future Shows are cancelled
by CITY.
e. For each Future Show re-contracted and presented by the City at the
Clermont Performing Arts Center this season, , the Parties agree that CITY shall reimburse
Licensee for all deposits or partial payments paid to third party promoters prior to October 27,
2015 by Licensee and as more particularly described in Exhibit "A".. CITY shall reimburse
the deposits and partial payments amounts set forth herein with thirty (30) days after date of
performance of the applicable show. Nothing herein, or any where else in this Amendment,
shall obligate or require CITY to reimburse Licensee for any deposit or partial payments made
for any performance or show cancelled by Licensee or not subject identified in the Future
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Shows at this time.
f. On or before November 11, 2015, Licensee shall assign to CITY all
website authorization necessary for CITY to own, control and maintain any and all websites
related to the Clermont Performing Arts Center, including but not limited to the following
website addresses: www.clermontpac.com; www.clermontperformingarts.com and
www.clermontperfonmmgartscenter.com. Thereafter CITY shall have exclusive nghts to the
websites.
g. The City and Licensee have agreed to rent the Clermont Performing Arts
Center to Licensee for the period November 13 through November 15, 2015 (and partial
related access days before and after for staff preparation, if necessary) for the presentation of
the public performances of the show "Menopause the Musical." The City will receive its
customary, facility rental fee ($1,000 per day), cleaning fee($140),provide its customary rental
services, and retain ticketing fees and concessions revenue share as stated m the Agreement.
For this event only, occumng after the Termination Date, Licensee will continue Box Office
responsibility and reporting (through November 15, 2015), enter into a customary rental
agreement with the City for this single event, and have no other obligations or rights related to
the Clermont Performing Arts Center or the City as a result of this single show booking.
Licensee shall also be responsible for acquiring and managing the tech crew positions and
backline gear required by this single show.
4. Licensee acknowledges that certain obligations contained herein of CITY can
only be authonzed and approved by the Clermont City Council. The Parties acknowledge and
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agree that the City Manager has authonty to authorize the exchange of information and records
herein and the negotiation of the assignment of the Third Party Agreements and by execution
of this Amendment below does hereby agree to the subject terms contained herein.
5. All other terms and conditions set forth in the Agreement shall remain
in full force and effect and unchanged as agreed to by the parties until this Amendment is
approved by the Council, at which time the Agreement shall be deemed terminated other
than any provisions necessary for the parties to complete the performance of this
Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this
/07W-day of NQ v 2015.
The ity of Clermont
BY: 1112a ►
Darre "EE''City ager
Subject to approval by City Council
Attest: / Clermont ity Council
By: ~' r I �, By: eat.
Tracy Ackroyd, City Clerk yor Gail Ash.
Approved at its Meeting of
November 10, 2015
Attest: E&M Theatricals, Inc.
By: By:
Title Jeanette C. Linders, President
Date:
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agree that the City Manager has authority to authorize the exchange of information and records
herein and the negotiation of the assignment of the Third Party Agreements and by execution
of this Amendment below does hereby agree to the subject terms contained herein.
5. All other terms and conditions set forth in the Agreement shall remain
in full force and effect and unchanged as agreed to by the parties until this Amendment is
approved by the Council, at which time the Agreement shall be deemed terminated other
than any provisions necessary for the parties to complete the performance of this
Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this
/O day of MPV 2015.
The 'ty of Clermont
BY: Lai i `.
Darr Egr4.7 City 0 :ger
Subject to approval by City Council
Attest: Clermont ity Council
13y: "62-(71CitekeBY: eade.
Tracy Acicroyd,City Clerk yor Gail Ash.
Approved at its Meeting of
November 10,2015
Attest: E&M Theatricals,Inc.
By: AIM ' _ 4
Title ' � Jean= : C. Lind
Da �- i f 7/'gm'gmli0,5
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Exhibit"A"to
FIRST AMENDMENT TO FACILITY MANAGEMENT
AND PROMOTION LICENSE AGREEMENT
Shows identified by the City that it may elect to re-contract to the Clermont Performing Arts
Center this season:
1. Starbrite Musical Productions—Best of Broadway
Deposits paid by E&M pnor to Termination Date: $0.00
2. Motortown Christmas
Deposits paid by E&M prior to Termination Date: $0.00
3. United Entertainment Company, LLC f/s/o New Shanghai Circus
Deposits paid by E&M prior to Termination Date: $2.500
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