13867 1 RESOLUTION NO. 13,867
2
3 A RESOLUTION TO AUTHORIZE ENTRY INTO A CONTRACT WITH
4 RIVERFEST, INC., TO LEASE THE JULIUS C. BRECKLING
5 RIVERFRONT PARK DURING THE MEMORIAL DAY WEEKEND
6 EACH YEAR FOR A FESTIVAL; AND FOR OTHER PURPOSES.
7
8 WHEREAS, pursuant to RFP No. 12038 Riverfest, Inc., was selected as the entity to lease the use of
9 the Julius C. Breckling Riverfront Park, and possibly other adjoining areas owned by the City, to conduct
10 an annual festival during the Memorial Day weekend each year;
11 NOW,THEREFORE,BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY
12 OF LITTLE ROCK,ARKANSAS:
13 Section 1. The City Manager and City Clerk are authorized to executive the agreement attached as
14 Exhibit A to this resolution to set the terms and conditions for the use of the Julius C. Breckling Riverfront
15 Park by Riverfest, Inc., for a festival to be conducted during the Memorial Day weekend each year.
16 Section 2. Severability. In the event any title, section, paragraph, item, sentence, clause, phrase, or
17 word of this resolution is declared or adjudged to be invalid or unconstitutional, such declaration or
18 adjudication shall not affect the remaining portions of the resolution which shall remain in full force and
19 effect as if the portion so declared or adjudged invalid or unconstitutional were not originally a part of the
20 resolution.
21 Section 3. Repealer. All laws,ordinances, resolutions,or parts of the same,that are inconsistent with
22 the provisions of this resolution are hereby repealed to the extent of such inconsistency.
23 ADOPTED: April 15,2014
24 ATT APPROV .
25
26 ►`
27L ey,City Clerk Mark Stodola,Mayor
28
t 1 0 . AS TO LEGAL FORM:
29
30 4'4 I •
31 Bill Mann,Chief Deputy City Attorney
32 //
33 //
34 //
'Page 1 of 121
1 EXHIBIT A: AGREEMENT
2
3 LEASE AGREEMENT
4
5 between
6
7 THE CITY OF LITTLE ROCK, ARKANSAS,
8
9 and
10
11 RIVERFEST, INC.
12
13 for
14
15 THE USE OF THE
16
17 JULIUS BRECKLING RIVERFRONT PARK
18
19 FOR AN ANNUAL FESTIVAL AROUND &
20
21 DURING THE MEMORIAL DAY WEEKEND
22
23 ENTERED INTO
24
25 APRIL 21, 2014
26
27
]Page 2 of 12]
1 THIS AGREEMENT ("Agreement") is entered into this day of April, 2014, between the
2 City of Little Rock,Arkansas,("the City"),a municipal corporation of the first-class duly organized
3 pursuant to the laws of the State of Arkansas, and Riverfest, Inc. ("Riverfest"), a non-profit
4 organization duly organized pursuant to the laws of the State of Arkansas.
5 0
6 WHEREAS, the City issued a request for proposals No. 12038 pursuant to State Statute and City
7 Ordinance for the lease of park property,described more fully in Exhibit A to this Agreement,for a limited
8 period of time for the purpose of holding an annual festival; and,
9 WHEREAS, the City offered to lease the Julius Breckling Riverfront Park and parts of the William
10 Jefferson Clinton Presidential Park ("the Park") in May of each year in order to provide a major arts and
11 music festival in downtown Little Rock to be held during the Memorial Day weekend; and,
12 WHEREAS,during the brief annual period of this lease the successful bidder would have the exclusive
13 use and control of the park subject only to the terms and conditions of a written contract; and,
14 WHEREAS,the City, as Lessor, desires to lease the Park, more particularly described in Exhibit A to
15 this Agreement, and Riverfest, as Lessee, desires to accept the terms and conditions of this Lease,
16 NOW, THEREFORE, IN CONSIDERATION OF THE FOLLOWING TERMS AND CONDI-
17 TIONS THE PARTIES AGREE AS FOLLOWS:
18
19 ARTICLE I
20 Term of Agreement
21
22 Section 1.01. Term of Agreement. This Agreement shall be in full force and effect from and after
23 the date of its execution to and including June 30, 2018, for a period of five (5) years. Unless there is a
24 cancellation of the Agreement for any reason,the lease will automatically renew for an additional five(5)-
25 year period on four(4)separate occasions such that it is possible to conduct twenty-five(25)separate annual
26 Memorial Day festivals, or until June 30, 2038.
27 Section 1.02. Right of Termination of Lease by Parties.
28 (a) Both the City and Riverfest have the right unilaterally to terminate this lease for any reason
29 whatsoever upon written notice to the other party of such intent, provided, however, that unless there is a
30 default,the termination shall not be effective until the end of the festival to be held the next year.
31 (b) If the City decides not to renew a five(5)-year lease period,then notice of such a decision must be
32 made no later than August 1st of the year preceding the last year of the lease period.
33 Section 1.03. Limited Extension of the Term of Agreement. The June 30, 2038, expiration date
34 is selected in order to provide sufficient time that all matters that relate to the June 2038,festival are resolved
35 prior to the expiration date.The City,in its sole discretion,for any reason whatsoever may deem it advisable
1Page 3 of 121
1 not to bid for a new lease at the end of this period of time,and by mutual written consent of the parties,this
2 Agreement may be extended, subject to the terms and conditions of this Agreement, for one (1)additional
3 year. There is no suggestion or guarantee that this extension will be exercised,and, in any event,there will
4 be no additional extension of this or any agreement for the rental of the Park for a Memorial Day weekend
5 festival without a separate and new competitive selection process conducted in accordance with Arkansas
6 law.
7 ARTICLE II
8 Rent
9
10 Section 2.01. Basic Park Rental. The basic park rental pursuant to this Agreement shall be One
11 Dollar($1.00), United States, per year,to be paid no later than January 31st of each year.
12 Section 2.02. Charge Per Ticket. In addition to the Basic Park Rental, Riverfest shall also collect
13 a park usage fee in the amount of One Dollar($1.00) per paid ticket to attend the festival that is payable to
14 the City. This additional charge is due regardless of the price paid for the admission ticket, or the time the
15 admission ticket is purchased. Except as provided in Section 2.06 below,this payment shall be made within
16 thirty (30) days after the conclusion of the festival. This park usage fee shall not be charged: (i) for any
17 complimentary pass(including passes or tickets provided to sponsors);(ii)to a festival worker or performer
18 not otherwise required to purchase a ticket; and (iii) to a participant in another Riverfest sponsored event
19 for which a registration fee is paid.
20 Section 2.03. City Sponsor Packets. For each festival, the City shall receive twenty-seven (27)
21 pairs of VIP tickets(fifty-four(54)tickets total)to be distributed to the City Directors,the Mayor,the City
22 Manager, the Assistant City Manager and all Department Directors of the City of Little Rock, and an
23 additional twenty-six(26) single VIP tickets to be used by the City at its discretion. All such tickets shall
24 be delivered by Riverfest to the City Manager for further distribution.
25 Section 2.04. Use of Monies Paid to the City. The City agrees that all monies paid to the City by
26 Riverfest pursuant to this Agreement shall be used for improvements to, or the operation of,the Park.
27 (a) The City will actively consult with Riverfest,and Riverfest will have input,but not control,on how
28 the rental monies are spent. In order to facilitate Riverfest's ability to plan for use of Park during each
29 festival the City shall periodically, or upon request, provide to the Riverfest Board of Directors an update
30 on ongoing and planned projects, including time of completion
31 (b) The City will focus on utilizing the rental monies to make modifications or capital improvements
32 to Riverfront Park, and will consider recommendations made by Riverfest. Such improvements could
33 include, but not limited to equipment and electrical and lighting improvements which could be utilized by
34 Riverfest(and other organizations that use the Park for festivals, events or gatherings).
[Page 4 of 121
1 (c) By December 31st following the first festival to which the arrangement applies and by each
2 December 315 thereafter,the City will provide Riverfest an update on current and future projects that can
3 assist the organization in its planning. The City shall also provide Riverfest an annual accounting of the use
4 of the funds paid by Riverfest pursuant to this Agreement within a reasonable period of time.
5 (d) In addition, the City will use reasonable efforts to seek Riverfest's input and feedback from
6 Riverfest on major future improvements or modifications to the Park.
7 (e) While the City shall consider suggestions from Riverfest, the ultimate decision on the use of the
8 monies,as well as improvements or modifications to the park, shall always rest solely with the City.
9 Section 2.05. Special Consideration for 2014 and 2015. The City understands that Riverfest has
10 pledged One Hundred and Fifty Thousand Dollars($150,000.00),to the rehabilitation of the First Security
11 Amphitheatre pursuant to Exhibit B to this Agreement. Further, Riverfest, as of the date of the execution
12 of this Agreement, has paid Fifty Thousand Dollars ($50,000.00) of that pledge. Before the City receives
13 any monies in 2014 pursuant to Section 2.02, Riverfest shall first pay Fifty Thousand Dollars($50,000.00)
14 to the Little Rock Advertising& Promotion Commission for festival year 2014 as partial fulfillment of this
15 pledge;before the City receives any monies in 2015 pursuant to Section 2.02, Riverfest shall first pay Fifty
16 Thousand Dollars ($50,000.00) to the Little Rock Advertising & Promotion Commission for festival year
17 2015 as fulfillment of this pledge. The City shall have the right to review the financial records, and audits,
18 of Riverfest for any festival year during normal working hours upon reasonable notice. For each of 2014
19 and 2015, Riverfest shall only be required to make a payment to the City under this Agreement in the event
20 Riverfest(in the absence of this Section 2.05) would have owed a park usage fee pursuant Section 2.02 in
21 excess of$50,000.00, and in such event, only to the extent any such fee would have exceeded $50,000.00.
22
23 ARTICLE III
24 Description of Property Lease
25
26 Section 3.01. The general description of the property that is actually subject to this Agreement,is the
27 Julius Breckling Riverfront Park and the William Jefferson Clinton Presidential Park.The actual description
28 of the property is that attached as Exhibit A to this Agreement.
29
30 ARTICLE IV
31 First Amendment Considerations
32
33 Section 4.01. Recognition of Park Status. The City and Riverfest recognize that the Park is a public
34 park, acquired in part with Federal and local funds, and as such is recognized as a quintessential public
35 forum for purpose of free expression under the U.S. Constitution and the Arkansas Constitution. However,
36 during the time of the Memorial Day festival, the preparation for the festival, and the clean-up after the
[Page 5 of 121
1 festival,the property set out in Exhibit A to this Agreement shall be in the virtual control of Riverfest,Inc.,
2 and the property shall not be available to the public as it would be during other times of the year.Therefore,
3 Riverfest has the authority to take reasonable steps to limit expression including, but not limited to, the
4 display of signs or advertising,or to allow for persons to petition for the redress of grievances,or to permit
5 religious ceremonies.
6 Section 4.02. Limitation of Riverfest Authority. The authority to limit such activities as set forth
7 in Section 4.01 extends only to the property as described in Exhibit A, and only for the period of time set
8 forth in Section 4.01. If there is any question as to whether a particular activity is permitted on any other
9 public property that serves as an entrance or an exit to the festival,that issue will be decided by the City in
10 its sole discretion and shall not be challenged during the festival by Riverfest. Failure to comply with this
11 provision shall lead to the immediate termination of this Agreement for the year in which such
12 noncompliance occurs, and may lead to early termination of this Agreement for any remaining balance of
13 the Term.
14 Section 4.03. City Cooperation. In order to avoid difficulties with access to the festival entrances,
15 or ticket booths, upon written request by Riverfest,the City shall designate appropriate protest zones in the
16 area where public streets are closed, but which is not actually rented to Riverfest as part of the festival
17 property as set forth on Exhibit A.
18
19 ARTICLE V
20 Use of the Property by Riverfest
21
22 Section 5.01. Prior Inspection. Prior to the time that Riverfest takes exclusive control of the Park for
23 the festival, the Little Rock Parks & Recreation Department shall provide a knowledgeable employee, or
24 employees, to participate in a walk through and inspection of the Park with Riverfest representatives. The
25 inspection shall be used to assist the City and Riverfest with a later determination of any damage to the
26 Park that occurs during the time that Riverfest has exclusive control of the Park. If Riverfest disagrees with
27 any conclusion of the City as to the condition of the Park,then Riverfest shall have until the noon on Friday
28 following the festival to request review by the City Manager of the matter,and the City Manager shall have
29 five(5) business days to reach a conclusion than that reached by the Department. The decision of the City
30 Manager shall be final.
31 Section 5.02. Prior to the Festival. Riverfest shall be permitted exclusive access to the Property set
32 forth in Exhibit A for a period of time not to exceed seven (7) days prior to the festival beginning at 9:00
33 AM on the Friday preceding the Friday of the festival weekend, in order to set up for the festival.The City
34 will assist Riverfest not only with the availability of the property,but shall also make the employee parking
[Page 6 of 121
1 lot, as set forth in Exhibit C to this Agreement, available as a staging area. Riverfest shall be permitted to
2 preclude access into this area by any person or entity not authorized by Riverfest to be present.
3 Section 5.03. Major alterations. No major alterations, including but not limited to cutting trees and
4 taking out plants, shall occur without the prior written permission of the Parks & Recreation Department
5 Director,or the person delegated such authority by the City Manager.
6 Section 5.04. During the Festival. Riverfest shall be permitted exclusive access to the Property set
7 forth in Exhibit A for the three(3)days of the festival which shall begin on Friday,and shall end on Sunday
8 night at midnight. Riverfest shall be permitted to preclude access into this area by any person or entity not
9 authorized by Riverfest, or not in possession of valid admission tickets or passes. Riverfest shall not
10 discriminate against any individual on the basis of race, sex, national creed, national origin, color, or
11 disability, in the offer of admission tickets for purchase.
12 Section 5.05. After the Festival.
13 (a) Riverfest shall be permitted exclusive access to the Property set forth in Exhibit A for a period of
14 time not to exceed one (1)-day after the festival in order to remove all booths, displays, or other
15 paraphernalia, and in order to clean-up the park after the festival. The City will assist Riverfest not only
16 with the availability of the property, but shall also make the employee parking lot, as set forth in Exhibit C
17 to this Agreement,available for use by Riverfest in this clean-up effort.
18 (b) The Parks & Recreation Department shall provide a knowledgeable employee, or employees, to
19 participate in a walk through and inspection of the Park with Riverfest representatives after the clean-up
20 has been completed.This inspection shall be conducted no later than 5:00 PM on the Monday after the end
21 of the festival. The inspection shall be used to assist the City and Riverfest with a determination of any
22 damage to the Park that occurred during the time that Riverfest has exclusive control of the Park. In the
23 event damages occur to permanent improvements-- such as trees, fountains, statutes, irrigation systems or
24 structures-- in the Park,as such damages are determined with the reference to the change in condition from
25 the initial inspection and the exit inspection, Riverfest shall cause the damages to be repaired,or reimburse
26 the City for the repair of such damages,to the satisfaction of the City. Riverfest and the City acknowledge
27 that Riverfest shall not be obligated to repair,or pay to repair damages that result from reasonable wear and
28 tear due to Riverfest's use of Riverfront Park as contemplated by this Agreement, e.g., Riverfest shall not
29 be required to sod worn grass areas. With regard to sod, grass and plants in Riverfront Park, the City and
30 Riverfest agree that a reasonable time, not to exceed thirty (30) days from the conclusion of the festival,
31 shall be allowed after each festival to determine if damage to any grass or plants can resolve itself of such
32 damage.If Riverfest disagrees with any conclusion of the City as to the condition of the Park,then Riverfest
33 shall have five (5) days at the conclusion of the festival to request a review by the City Manager of the
[Page 7 of 121
1 matter, and the City Manager shall have five (5) business days to reach a different conclusion than that
2 reached by the Department. The decision of the City Manager shall be final.
3 (c) If Riverfest is responsible for repairs to the Park after the inspection, and any appeal, this repair
4 shall be completed by a date agreed to in writing by the City. Failure to complete the repairs by that date
5 shall be a basis to deny a permit to use the Park for the next festival year.The City shall work with Riverfest
6 to determine an appropriate amount of time to make repairs taking into consideration the nature of the
7 repairs,the extent and cost of repairs, and the need to obtain material or equipment necessary to make the
8 repairs.
9 Section 5.06. End of Exclusive Use. The exclusive use of the property by Riverfest pursuant to this
10 Agreement shall end at 5:00 PM on the Monday after the end of the festival.
11 Section 5.07. Clarification of Property. It is understood that in addition to the property set forth in
12 Exhibit A and Exhibit C to this Agreement, Riverfest shall have access and exclusive use of the River
13 Market Pavilions, and the First Security Amphitheatre, during the three (3)-day period of the festival. It is
14 further understood, however, that during any time that Riverfest has exclusive control of the property set
15 forth in this Agreement, permanent indoor tenants in the River Market Building shall be permitted access
16 to their areas within the building.
17 Section 5.08. Public Emergency Situation. NOTHING IN THIS AGREEMENT, PARTICULARLY IN
18 THIS ARTICLE V OF THE AGREEMENT, PRECLUDES THE CITY FROM DECLARING A PUBLIC SAFETY
19 EMERGENCY AND, IF NECESSARY, TO OPEN ACCESS TO THE PARK TO ANY INDIVIDUAL IF THE CITY
20 DEEMS IT NECESSARY TO ENTER INTO,OR REMAIN UPON,THE PROPERTY.
21 Section 5.09. Only Authorized Vendors Permitted. Subject to the provisions of this Article V, no
22 outdoor vendors of any kind shall be permitted within the Park, or within the boundaries of the closed
23 streets near the Park,for the duration of the festival unless the vendors are formally designated as Riverfest
24 vendors.
25 Section 5.10. Parks Rules. Riverfest agrees that during the time period it has exclusive use of the
26 property it will comply with,to the fullest extent possible, all rules, regulations and policies that are
27 applicable to City Parks,a copy of which will be provided by the City each year prior to the festival.
28
29 ARTICLE VI
30 Renegotiation Based upon Substantial Change
31
32 Section 6.01. Renegotiation Mandatory.In the event significant changes to the footprint of the Park,
33 which results in the loss to Riverfest of usable festival space that requires Riverfest to lease additional
34 property away from City property, the City and Riverfest shall renegotiate the appropriate terms of this
35 Agreement. The initial footprint of the Park, as of the date of execution of this Agreement, is attached as
'Page 8 of 121
1 Exhibit A. For purposes of this Article, construction zones required for the rehabilitation or the Broadway
2 Bridge shall not be considered significant changes to the footprint of the Park during the period of
3 construction.
4 ARTICLE VII
5 Services Provided by the City
6
7 Section 7.01. City Provided Services. The City shall provide personnel from the Parks&Recreation
8 Department, and from the Public Works Department,to advise and assist Riverfest with the provision and
9 location of water and electrical lines,tents, flagging, and tables and chairs for the festival. Such personnel
10 shall be available at the festival site during the week of festival setup, the festival weekend and until
11 completion of post festival clean-up.
12 Section 7.02. City Liaison. For each festival,the City will designate a liaison or representative from
13 the Parks and Recreation Department.
14 Section 7.03. Riverfest Not Liable for Injuries to City Employees. To the extent that workers'
15 compensation insurance available to City workers covers any injuries which occur during the performance
16 of City duties under this Agreement, Riverfest shall not be responsible to the City, to the employee, or to
17 the employee's heirs or assigns, for injuries that are exclusively covered by workers' compensation.
18
19 ARTICLE VIII
20 City Does Not Waive Governmental Immunity
21
22 Section 8.01. No Waiver of Governmental Immunity. The City shall not be liable to Riverfest, its
23 Officers, Directors,employees, independent contractors, agents, invitees, licensees, customers, or visitors,
24 or to any other person or entity whatsoever,for any injury to person or damage to property on or about the
25 Park during the festival. Riverfest agrees to hold the City harmless for any loss, expense, or claim, arising
26 out of such damage or injury to person or property. The parties understand that the City does not waive its
27 governmental immunity from tort or negligence actions, or any other statutory immunity or enhanced
28 protections for recreation areas afforded by Arkansas law.
29
30 ARTICLE IX
31 Insurance
32
33 Section 9.01. Indemnification. Riverfest covenants and agrees that it will indemnify and hold
34 harmless the City,and all of its Officers,agents,and employees,from any claim, loss,damage,cost,charge
35 or expense arising out of any action, neglect or omission by Riverfest or Riverfest's subcontractors,
36 employees, agents, servants, approved vendors, or otherwise, whether direct or indirect, or whether to any
37 person or property to which the City, and all of its Officers, agents, and employees, may be subject to
(Page 9 of 121
1 liability. Riverfest shall not be liable for damages arising out of injury or damage to persons or property
2 directly caused by or resulting from the sole negligence of the City, or any of its Officers, agents, or
3 employees.If the City defends any claim,demand,cause of action,or lawsuit arising out of any act,action,
4 negligent acts or negligent omissions, or willful misconduct of Riverfest, its employees, subcontractors,
5 agents or servants, during the performance of this Agreement, whether directly or indirectly, Riverfest
6 agrees to reimburse the City for all expenses, attorney's fees, and court costs incurred in defending such
7 claim, cause of action or lawsuit. This obligation to reimburse the City for litigation costs, expenses, and
8 damages, shall remain in force even if the City elects to use its own legal counsel, or legal counsel of its
9 choosing, in such defense.
10 Section 9.02. Riverfest Insurance to be in Place. At all relevant times during the course of this
11 Agreement Riverfest shall have the following insurance coverage and amounts in place, and the City shall
12 be named as an additional insured:
13 (a) General Aggregate Liability Insurance $ 5,000,000.00
14 (b) Products Insurance 3,000,000.00
15 (c) Personal Insurance(each injury) 1,000,000.00
16 (d) Premises Damage 500,000.00
17 (e) Automobile Liability 1,000,000.00
18
19 ARTICLE X
20 Security
21
22 Section 10.01. Private Security. Riverfest shall be responsible for hiring and having in place a
23 sufficient number of security officers during the time that it has possession of the Park in accordance with
24 this Agreement. To determine what constitutes "a sufficient number of security officers," Riverfest shall
25 defer to the judgment of the Chief of the Little Rock Police Department based upon the reasonable
26 expectations of attendance provided by Riverfest. Some of this security may include off duty uniformed
27 officers of the Little Rock Police Department.
28 Section 10.02. Communications. During all relevant times pursuant to this Agreement, Riverfest
29 shall maintain an internal communications system that is staffed, and is capable of constant and
30 instantaneous contact with the Little Rock Police Department, the Little Rock Fire Department, the
31 Metropolitan Emergency Medical Services, and that also maintains a constant monitoring of weather with
32 the National Weather Service.
33
34
35
Page 10 of 121
1 ARTICLE XI
2 Permits
3
4 Section 11.01. No City Permits Required. Because of this Agreement,Riverfest shall not be required
5 to obtain any City permit for the use of the Park. This section does not mean, however, that Riverfest is
6 exempt from any building or code permits that may be necessary in order to set up booths,or other facilities,
7 to be used during the festival.
8 Section 11.02. Other Permits Required. Riverfest shall be responsible to obtain any other permits
9 that may be required by any local, State or Federal entity, such as, but not limited to, U.S. Coast Guard
10 permits for a marine activity, Arkansas Alcoholic Beverage Control permits, or State fireworks permits.
11
12 ARTICLE XII
13 Non-Discrimination
14
15 Section 12.01. Riverfest Rules and Regulations. Riverfest shall develop a set of Rules and
16 Regulations for each festival which shall be provided to the City at least ten(10)days prior to the set up for
17 the festival. These rules and regulations shall not discriminate against any person on the basis of race, sex,
18 creed,age,color,religion,national origin,or disability. Riverfest shall be particularly sensitive to the needs
19 of individuals with disabilities, and shall provide appropriate means for transportation, the use of service
20 animals,and any other reasonable accommodations to ensure that a person with a disability can participate
21 in the program of the festival.
22
23 ARTICLE XIII
24 Miscellaneous
25
26 Section 13.01. Applicable Laws. This agreement shall be interpreted pursuant to the laws of the State
27 of Arkansas. If it is necessary to bring any action to interpret or enforce the provisions of this Agreement,
28 venue and jurisdiction shall be in Little Rock, Pulaski County, Arkansas.
29 Section 13.02. Contract Interpretation. Each party, and any chosen legal counsel of each party,has
30 reviewed this Agreement,and accordingly,the normal rule of construction to the effect that any ambiguities
31 are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
32 If a party did not have counsel, it is only because the party voluntarily chose not to exercise its right to
33 independent legal counsel to review the language, and the lack of counsel by any party shall not negate the
34 effect of this section.
35 Section 13.03 Right to Renegotiate. Nothing within the terms of this Agreement preclude the ability
36 of either party at any time to request renegotiation of any, or all, of the terms of this Agreement. Any such
37 negotiations shall be entered into by the parties in good faith. However, no such negotiations shall result in
[Page 11 of 121
1 an amendment,change,or modification of the terms of this Agreement unless made in writing and executed
2 by the necessary parties.
3 Section 13.04. Notice. For the purpose of carrying out the terms of this Agreement the following shall
4 be the contract person:
5
6 FOR RIVERFEST FOR THE CITY
7 Executive Director City Manager
8 Riverfest, Inc. 500 West Markham Street, 2"d Floor
9 500 President Clinton Avenue, Suite 219 Little Rock, Arkansas 72201
10 Little Rock,Arkansas 72201 (501) 371-4527
11 (501)255-3378
12
13 Section 13.05. Contacts During Riverfest. The Parks & Recreation Department Director shall
14 provide to Riverfest,and Riverfest shall provide to the Parks&Recreation Department Director,the names
15 and contact numbers of additional persons to be available for contact during the festival. This exchange of
16 information shall occur no later than 5:00 PM on the Thursday evening before the festival begins on Friday.
17 Section 13.06. Authority to Execute Agreement. By the signature below, the person who executes
18 this Agreement for the City, and for Riverfest, also assures that they have the corporate authority to do so.
19 Authority to execute the Agreement means that there has been a formal resolution approved by the Board
20 of Directors of the City of Little Rock, Arkansas, which shall be attached as Exhibit D to this Agreement,
21 and, that there has been formal action taken by the Board of Directors of Riverfest, Inc., an appropriate
22 notation of which shall be attached as Exhibit E to this Agreement.
23 Section 13.07. Captions for Convenience. The captions for the various sections of this Agreement
24 are for the purpose of agreement and shall not be used to interpret any particular provision of the Agreement.
25 Section 13.08. Multiple Copies. This Agreement may be executed in any number of original
26 signatures, and each such copy with an original signature shall be considered by the parties to be original
27 document for all evidentiary and authentication purposes.
28
29 OFFICE OF THE CITY MANAGER RIVERFEST,INC.
30 500 West Markham Street,2"d Floor 500 President Clinton Avenue, Suite 219
31 Little Rock,Arkansas 72201 Little Rock,Arkansas 72201
32
33
34 By: By:
35 Bruce T.Moore, City Manager Board Chairman
36
37
38 Date: Date:
[Page 12 of 121
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EXHIBIT B
AMPHITHEATRE 10/3 ji
" `4
PPS 3; 16
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (the "Agreement") is entered into this 20th day of
December, 2012, by and between the City of Little Rock ,(the "City") Arkansas, City
Advertising and Promotion Commission of Little Rock, Arkansas as an agent of and for the City
of Little Rock(the"Commission") and First Security Bank (the`Bank")..
This Agreement shall be for a term of twenty years commencing on January 1, 2013 and
terminating on December 31, 2032. The purpose of this Memorandum of Understanding is to
outline the responsibilities of each party as pertaining to a $750,000 Sponsorship contribution for
exclusive naming rights of the Riverfest Amphitheatre.
1. PREMISES
Section 1.01. Premises. During the term of this Agreement only, the Commission hereby
designates the premises to be the"Amphitheatre" which shall include the stage and roof structure
located in Riverfront Park, Little Rock, Arkansas.
2. FINANCIAL OBLIGATION
Bank shall pay $750,000 to the Commission in exchange for the granting of exclusive
naming rights of the Amphitheatre which shall be known as the First Security Amphitheatre.
The schedule for payment will be as follows:
a. $200,000 due no later than December 31, 2012
b. $200,000 due no later than March 31, 2013
c. $200,000 due no later than March 31, 2014
d. $150,000 due no later than March 31, 2015
3. RIGHT OF USAGE
Bank may use the Amphitheatre up to four (4) times per year, but not to exceed once per
quarter based on availability. Usage will be for non-commercial, private events of the Bank's
choosing.
Facility rental fees for the Amphitheatre will be waived for the Bank's events. However,
Event Services, defined as Set-Up, Security, Cleaning Services, Trash Removal, additional
Porta-Potties, Audio/Visual, Lighting and Box Office Services, will be charged at the prevailing
rate to the Bank.
f '
Alcohol sales or service will be permitted for the bank events. However, rules and
regulations of the Little Rock Convention and Visitors Bureau and/or the City as outlined by the
Arkansas Beverage Control Office must be followed in accordance with the law.
4. TICKETS
Bank will be offered, as part of this Agreement, a $2,500 per year allowance to be used
for reserved or general admission tickets, to public events of their choosing at the Amphitheatre.
Reserved seating in the fixed seating area of the Amphitheatre is included, if applicable. Bank
must notify the designated representative of the Little Rock Convention and Visitors Bureau or
the City of its desire to exercise ticketing options between the time an event is announced and the
"on sale" date for the event. The designated representative for the Little Rock Convention and
Visitors Bureau or the City will notify Bank's designated representative with regards to events
booked into the Amphitheatre. Allowances will be calculated on face value of tickets for events
exercised.
5. SIGNAGE
Little Rock Convention and Visitors Bureau and/or the City will design, install and
maintain Sponsorship Signage on the north and south sides of the amphitheater for the duration
of this Agreement. Design of the sponsorship signage shall be subject to approval and acceptance
by the Bank.
LITTLE ROCK ADVERTISING AND
PROMOTION COMMISSION
ATTEST:
By:t1Philip Tappai(, Chairman
By: Gretchen Hall, CEO
Little Rock Convention & Visitors Bureau
CITY OF LITTLE ROCK
By:
Bruce Moore, City Manager
FIRST SECURITY BANK
By: *ter
o(Rutl&, CEO
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EXHIBIT D
1 RESOLUTION NO. 13,867
2
3 A RESOLUTION TO AUTHORIZE ENTRY INTO A CONTRACT WITH
4 RIVERFEST, INC., TO LEASE THE JULIUS C. BRECKLING
5 RIVERFRONT PARK DURING THE MEMORIAL DAY WEEKEND
6 EACH YEAR FOR A FESTIVAL; AND FOR OTHER PURPOSES.
7
8 WHEREAS, pursuant to RFP No. 12038 Riverfest, Inc., was selected as the entity to lease the use of
9 the Julius C. Breckling Riverfront Park, and possibly other adjoining areas owned by the City, to conduct
10 an annual festival during the Memorial Day weekend each year;
11 NOW,THEREFORE,BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY
12 OF LITTLE ROCK,ARKANSAS:
13 Section 1. The City Manager and City Clerk are authorized to executive the agreement attached as
14 Exhibit A to this resolution to set the terms and conditions for the use of the Julius C. Breckling Riverfront
15 Park by Riverfest, Inc., for a festival to be conducted during the Memorial Day weekend each year.
16 Section 2. Severability. In the event any title, section, paragraph, item, sentence, clause, phrase, or
17 word of this resolution is declared or adjudged to be invalid or unconstitutional, such declaration or
18 adjudication shall not affect the remaining portions of the resolution which shall remain in full force and
19 effect as if the portion so declared or adjudged invalid or unconstitutional were not originally a part of the
20 resolution.
21 Section 3. Repealer. All laws,ordinances,resolutions,or parts of the same,that are inconsistent with
22 the provisions of this resolution are hereby repealed to the extent of such inconsistency.
23 ADOPTED: April 15,2014
24 • TT APPROV .
25
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26 •
27 :us• i L ey,City Clerk Mark Stodola,Mayor
28 PPI 0 A• % AS TO LEGAL FORM:
29
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30 �Gc. ( •._
31 Bill Mann,Chief Deputy City Attorney
32 //
33 //
34 //
[Page 1 of 12]
EXHIBIT E
CERTIFICATE OF RESOLUTION
OF THE BOARD OF DIRECTORS OF
RIVERFEST, INC.
I. 4rDAJ 2-eed , the Secretary of Riverfest, Inc., certify that the following is a
true and correct copy of the resolutions adopted by the Board of Directors of Riverfest, Inc. on
; 2 's— , 2014, and that the resolutions have not been amended, revoked or
res inded and are in full force and effect:
WHEREAS, that a certain Lease Agreement between THE CITY OF LITTLE ROCK,
ARKANSAS, and RIVERFEST, INC. for the Use of the Julius Breckling Riverfront Park for an
Annual Festival Around & During The Memorial Day Weekend (the "Little Rock City Lease")
has been presented to the Board;
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors hereby
authorizes and approves the Little Rock City Lease in the form presented to the Board;
BE IT FURTHER RESOLVED that, Rob Bell, the Chairman of the Board of
Directors of Riverfest, Inc. is hereby, authorized and empowered to execute and deliver
the Little Rock City Lease on behalf of Riverfest, Inc.
Certified this 2Z day of April, 2014.
RIVERFEST,INC.
By: ‘
Namlt-'-.4' o k
Title: Secretary