HomeMy WebLinkAboutEC15-003 - Amendment - #2 - SMG - Showare Center Sales, Marketing, and Operational Management Services Agreement - 10/1/24 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr:
Agreement Routing Form DirAsst:
• For Approvals,Signatures and Records Management Dir/Dep:
KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional)
WASHINGTON Sheet forms. (Print on pink or cherry colored paper)
Originator: Department:
T. Reyes-Selden for T. White Law
Date Sent: Date Required:
> 10/04/2024
0
Q Mayor or Designee to Sign. Date of Council Approval:
Q Interlocal Agreement Uploaded to Website 2/4/2020
Budget Account Number: Grant? Yes No�✓
Budget? Yes E]No Type: N/A
Vendor Name: Category:
SMG Contract
Vendor Number: Sub-Category:
202216 Amendment
0
40 Project Name: Second Amendment to Showare Center Sales, Marketing,and Operational Management Services Agreement
oProject Details: This 2nd amendment exercises the City's first option to extend
the contract for an additional 5-year term.
40
c
(11.111 Agreement Amount•
Basis for Selection of Contractor:
E *Memo to Mayor must be attached
Start Date: 10/01/2024 Termination Date: 12/31/2029
a Local Business?�✓ Yes F]No*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace.
Business License Verification: ❑Yes In-Process F1 Exempt(KCC 5.01.045) FlAuthorized Signer Verified
Notice required prior to disclosure? Contract Number:
Yes❑No EC15-003
Comments:
1 Council previously authorized the 1st amendment on 2/4/2020, which
included two options to renew the agreement for additional 5-year terms.
c This amendment just exercises the first option to renew. No additional
IM *, Council approval is needed. OK to sign, TW.
in 0
0
3 �
a,
a
oc tAttorney,:Date Received: 0/1/24 Date Routed:Mayor's Office City Clerk's Office
adccW22373_7_20 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20221201
SECOND AMENDMENT TO SHOWARE CENTER SALES,
MARKETING,AND OPERATIONAL MANAGEMENT SERVICES AGREEMENT
This Second Amendment to the Showare Center Sales, Marketing, and Operational
Management Services Agreement ("Second Amendment") is entered into between the City of
Kent,a Washington municipal corporation("City"),and SMG,a Pennsylvania general partnership
and wholly owned subsidiary of ASM Global Parent, Inc., located and doing business at 300
Conshohocken State Rd., Suite 770, West Conshohocken, PA 194-28 ("Contractor").
WHEREAS, the Parties entered into the Showare Center Sales, Marketing, and
Operational Management Services Agreement for a term commencing January 1, 2015 (the
"Management Agreement"),.under which the City retained Contractor to manage the facility now
known as the accesso ShoWare Center; and
WHEREAS,the Management Agreement was amended by the parties and its Management
Term extended through December 31, 2024, with an option reserved for the City to extend the
Management Term for up to two five-year terms upon notice delivered to Contractor 90 days prior
to the expiration of the current Management Term; and
WHEREAS, the City has advised Contractor of the City's decision to exercise its first
option to extend the Management Agreement for a new five-year term expiring December 31,
2029; and
WHEREAS,in addition to extending the Management Agreement,the parties have agreed
to amend the Management Agreement to incorporate an inflator related to the incentive payment
as provided for by this Second Amendment;
NOW THEREFORE, in consideration of the foregoing recitals, and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties
covenant and agree as follows:
I Exercise First Option to Extend Management Term. In accordance with Article III of the
Management Agreement, as previously amended,the parties confirm the City's election to
exercise its first option to extend the Management Agreement for a new five-term expiring
December 31, 2029. The Contractor accepts this Second Amendment as the written notice
required under Article 111, Section A, and Article XIV, Section R, of the Management
Agreement.
2. Amend Incentive Fee to IncoWorate an Inflator. Article IV, Section B, of the Management
Agreement, as previously amended, is further amended as follows to incorporate the same
inflator with respect to the benchmark sum for purposes of calculating the Incentive Fee as
that applied to Contractor's base compensation:
In addition to the Fixed Annual Base Fee described above, the
Contractor shall be eligible, in each operating year of the period of
performance under this Agreement, for an Annual Incentive Fee.
The Annual Incentive Fee shall be an amount equal to 20% of all
Operating Revenues in excess of a benchmark of $2.15 million.
Once the Incentive Fee is ca ed as provided for in this section the
Operating Revenues benchmark provided for in this paragryph shall
ad'ust upward by CFI in the same manner as provided for in Article
IV Section A above.
The Annual Incentive Fee shall not initially be subject to any cap.
However, the Annual Incentive Fee shall be capped at$100,000 for
each Fiscal Year, or portion of Fiscal year, subsequent to the Fiscal.
Year in which the aggregate amount of Annual Incentive Fee
payments to SMG equals$920,000 ($920,000 being the"Recapture
Amount" described in Article V Section 1.4.).
The Annual Incentive Fee determined pursuant to this Article IV,
Section I3 shall be payable to Contractor within thirty(30)days after
the City's receipt of an invoice from Contractor setting forth the
Operating Revenues and Operating Expenses for the previous Fiscal
Year, together with any additional supporting documentation, if
approved by the City, and showing the calculation of the incentive
fee payable with respect to such Fiscal Year.
3. Except as expressly amended in this Second Amendment,all of the other teens,conditions
and obligations of the Parties under the Management Agreement and its prior amendment
are ratified and shall remain in full force and effect.
4. This Second Amendment may be executed in any number of counterparts, each of which
shall constitute an original and all of which together shall constitute but one and the same
original document.
IN WITNESS WHEREOF, the Parties have executed. this Second Amendment to be
effective as of October 1, 2024. Any actions taken prior to and consistent with. the terms of this
Second Amendment are ratified and affirmed and the terms of the Management Agreement, as
amended by the First Amendment and this Second Amendment, shall be deemed to have applied.
CTI'Y OF KENI' SMG
Dana Ralph Name: Mark Rozells
Mayor Title: Chief Financial Officer
#iAtved as o Form:
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