ATTACHMENT D
ATTACHMENT D
EXHIBIT 1
SECOND AMENDMENT TO THE NON-PROFESSIONAL SERVICES AGREEMENT WITH SMG, a Pennsylvania General Partnership
This Second Amendment to the Agreement for Non-Professional Services entered into ________________ 2020, between, SMG, a Pennsylvania general partnership hereinafter called "SMG", and the CITY OF STOCKTON, hereinafter called "CITY " also referred to as “party” or “parties” respectively.
RECITALS
The CITY and SMG wish to amend the AGREEMENT to modify the term lengt h and compensation to the City.
NOW THEREFORE , in consideration of the foregoing and of the mutual promises, covenants, and agreements herein contained, the parties agree to the following amendments:
Section 3.1 “Management Term” is amended to include (d) as follows:
(d) If the City extended the Term under subsection (b) of this section 3.1, then the City may, in its discretion, extend the Term hereof for an additional two-year period commencing July 1, 2031 and ending June 30, 203 3, by giving written notice to SMG at least one hundred twenty (120) days prior to the end of the Management Term.
Section 4.1 “Management and Capital Investment Fees” is amended to include the following subsection (b), and number the preceding paragraph accordingly:
(b) Beginning in fiscal year 2019/20, the annual fixed fee in subsection (a) of this section 4.1 shall be reduced by a total of six hundred thousand dollars ($600,000), with reductions made in the following manner:
FY2020/21 one hundred thousand dollars ($100,000);
FY2021/22 one hundred thousand dollars ($100,000);
FY2022/23 one hundred thousand dollars ($100,000);
FY2023/24 one hundred thousand dollars ($100,000);
FY2024/25 one hundred thousand dollars ($100,000);
FY2025/26 one hundred thousand dollars ($100,000).
Section 5.1 “Budgets; Funding” (b) is amended as follows:
(b) With respect to the Budget for the initial, full Fiscal Year hereunder ending on June 30, 2012, SMG shall submit to the City for its approval on or before March 1, 2010 a Budget that is based upon (i) SMG’s pro forma budgets submitted to the City in co nnection with the selection process, adjusted accordingly for the changes in the operating circumstances that occurred subsequent to the selection process, and (ii) the actual Operating Revenues and Operating Expenses for the Facility for July 1, 2010 through Feb 24, 2011, and projected Operating Revenues and Operating Expenses for February 25, 2011 through
ATTACHMENT D
EXHIBIT 1
June 30, 2011. A Budget for the period from Feb 25, 2011 through June 30, 2011, may be requested and approved by the City Manager. Effective with the 2021-2022 Fiscal Year, SMG shall submit a budget for review by the City on or before February 1 st of each year and is subject to approval by the City in accordance with this agreement.
There shall be a new Section 5.7 “Additional SMG Capital Contribution s” to read as follows:
(a)SMG will contribute an additional three hundred and sixty thousand dollars ($360,000) to the “Operating Account” during Fiscal Year 2018/19, ending June 30, 2019. The contribution may be amortized between the date of disbursement and the remaining length of the current term and option at section 3.1(b) through June 30, 2031.
(b) SMG will contribute an additional three hundred thousand dollars ($300,000) to the “Operating Account” during Fiscal Year 2019/20, ending June 30, 2020.
The contribution may be amortized between the date of disbursement and the remaining length of the current term and option at section 3.1(b) through June 30, 2031.
(c) (c) If this Agreement is terminated prior to the end of the term and option a t section 3.1(b) through June 30, 2031, City shall pay SMG the unamortized balance to the nearest month following the month that the termination occurs; provided, however, that, if this Agreement is terminated as a result of a default by SMG under this Agr eement, SMG shall not be entitled to any such payment. If applicable, said unamortized balance will be payable to SMG within ninety (90) days of the termination.
Accept as provided herein, all remaining terms, conditions and provisions of the Agreement are unchanged and unaffected by this Amendment and shall continue in full force and effect as set forth in the Original Agreement.
A copy of the Amendment shall be attached to the original Agreement dated February 24, 2011 for ease of reference.
//
//
//
//
//
//
//
//
//
//
//
//
ATTACHMENT D
EXHIBIT 1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized to do so.
CITY OF STOCKTON SMG
A Pennsylvania General Partnership
BY _________________________ BY________________________ HARRY E. BLACK MR. BOB NEWMAN
CITY MANAGER PRESIDENT AND CEO
ATTEST: APPROVED AS TO FORM:
BY _______________________ BY _____________________
ELIZA GARZA JOHN LUEBBERKE
CLERK OF THE CITY OF STOCKTON CITY ATTORNEY
ATTACHMENT D