EXHIBIT 10.51
FOURTH AMENDMENT TO AN AGREEMENT
DATED OCTOBER 10, 1988
BY AND BETWEEN
THE CITY OF ATLANTA
a municipal corporation ("City")
and
MCA CONCERTS, INC.,
a California corporation ("MCA")
Fourth Amendment
Dated March, 1993
Executed May 25, 0000
XXXXXX XXXXXXXXX TO AN AGREEMENT
BETWEEN THE CITY OF ATLANTA AND MCA CONCERTS, INC.
THIS FOURTH AMENDMENT is made and entered into as of the 25th day of May,
1994, by and between the CITY OF ATLANTA, a municipal corporation chartered
pursuant to the laws of the state of Georgia, Ga. Laws 1973, p. 2188, et seq.,
(hereinafter "CITY"), and MCA/PACE AMPHITHEATER GROUP, L.P. a Delaware limited
partnership, (hereinafter "MCA/PACE").
WHEREAS, the CITY and MCA CONCERTS, INC., a California Corporation,
(hereinafter "MCA"), entered into an Agreement dated October 10, 1988, relating
to an amphitheater to be constructed at Lakewood Fairgrounds (hereinafter
"CITY-MCA Agreement"); and
WHEREAS, by Assignment of Agreement dated June 15,1989, MCA assigned,
transferred and conveyed to MCA CONCERTS II, INC., a California corporation
(hereinafter "MCA II"), all of MCA's right, title and interest in, to and under
the CITY-MCA Agreement; and
WHEREAS, by Assignment of Agreement dated June 23, 1989, known as the First
Amendment MCA II assigned, transferred and conveyed to MCA/PACE all of MCA II's
right, title and interest in, to and under the CITY-MCA Agreement; and
WHEREAS, pursuant to a Second Agreement the name of the entertainment
facility operated by MCA/PACE at Lakewood Fairgrounds authorized by the City of
Atlanta became "The Coca Cola Lakewood Amphitheater; and
WHEREAS, pursuant to a Third Amendment the agent for receipt of monetary
benefits to the community was changed from the Metropolitan Atlanta Community
Foundation to the Southern Education Foundation; and
WHEREAS, the community is now desirous of naming the Fund for Southern
Communities as the new fiscal agent under the City-MCA Agreement; and
WHEREAS, by a Resolution adopted by the Council of the City of Atlanta on
April 5, 1993 and approved by the Mayor on April 12, 1993 a copy of which is
attached hereto as Exhibit "A" to this Fourth Amendment to the CITY/MCA
Agreement, the terms of this Amendment have been properly approved by the
Legislative and Executive branches of City government; and
WHEREAS, the City of Atlanta and MCA/PACE are desirous of acknowledging and
incorporating the change in fiscal agent for the community fund from the
Southern Education Foundation to the Fund for Southern Communities into the
ClTY/MCA agreement; and
WHEREAS, MCA/PACE has agreed to the Fourth Amendment as evidenced by the
signature of their officers below;
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NOW THEREFORE, for and in consideration of the sum of Ten Dollars($10.00)
in hand paid by each party hereto the other party hereto and for and in
consideration of the foregoing recitals and the covenants and agreements set
forth and contained therein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the patties hereto,
the CITY and MCA/PACE do hereby covenant and agree as follows:
PARAGRAPH ONE
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That an Ordinance Adopted by Council on October 3, 1988 and Approved by the
Mayor on October 7, 1988 and an Ordinance Adopted by the City Council on July 5,
1989 and Approved by the Mayor on July 12, 1989 (known as the Third Amendment),
be hereby amended. That said THIRD amendment to the CITY/MCA agreement be
amended by deleting the words "Southern Education Foundation" each and every
place that phrase appears in Article IV, Section 4.11 entitled "Benefits to
Community" and substituting in lieu thereof the phrase "Fund for Southern
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Communities". When amended said section shall read as follows:
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4.11 Benefits to Community. In furtherance of, and to the extent
---------------------
consistent with the obligations of MCA under Section 3.4 of this Agreement, MCA
agrees: (a) to give preference consistent with the City's First Source Jobs
Policy Ordinance, throughout the Lease Term under the Sublease, to individuals
residing in the City of Atlanta for the purposes of employment for MCA's
operations at the Amphitheater Project, with MCA's specific goal under this
Section 4.11 (a) being that at least seventy-five per cent (75%)of MCA's
employees for the Amphitheater Project will be residents of the City of Atlanta;
and (b) to conduct job fairs/skills workshops in
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conjunction with the surrounding communities, the Southside Council for Jobs,
and the Atlanta Area Vocational/Technical School for purposes of (i) informing
the residents of the surrounding communities of the employment and subcontract
opportunities which may be available in connection with the development and
operation of the Amphitheater Project and (ii) facilitating the qualification
and application process for prospective Amphitheater Project employees residing
in the City of Atlanta. In connection with the first season of MCA's operations
at the Amphitheater Project, MCA shall conduct at least three (3) such job
fairs/skills workshops. MCA shall meet periodically with duly appointed
representatives of the surrounding communities in order to discuss the
development and implementation of the programs described in this Section 4.11
and in order to discuss other aspects of the development of the Amphitheater
Project. MCA shall contribute twenty-five cents (25c) to the Fund for Southern
-----------------
Communities for each ticket sold by MCA at the Amphitheater Project during each
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calendar year in excess of 125,000 tickets in such year, said proceeds to be
distributed within communities impacted by the development within a three (3)
mile radius of the facility. During the first year of MCA's operations at the
Amphitheater Project, MCA shall contribute $100,000.00 to such fund or
association as an advance against (and not in addition to) the contribution
contemplated under the immediately preceding sentence. MCA's performance under
this Section 4.11 shall be monitored by the City's Office of Contract
Compliance; and MCA shall, on or before June 1st and December 1st of each year,
shall submit written reports to City's Office of Contract Compliance regarding
such performance. Furthermore, in the event that MCA has not achieved or is not
maintaining the seventy-five (75%) goal set forth in Section 4.11(a) hereof
during operation of the Amphitheater Project, then MCA shall request and utilize
the assistance of the Office of Contract Compliance in achieving or maintaining
said goal. MCA shall, in good
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faith, facilitate the hiring of resident subcontractors in connection with
construction of the Amphitheater Project. Without limiting MCA's liability
for City ad valorem property taxes relating to MCA's improvements at the
Amphitheater Project, MCA also agrees that MCA shall pay, or shall cause to
be paid, any and all City ad valorem property taxes properly and duly
levied with respect to MCA's improvements at the Amphitheater Project
during a five (5) calendar year period commencing with the first calendar
year in which such taxes are so levied, regardless of whether the operation
of the Amphitheater Project is continuing during said five (5) calendar
year period or any portion thereof.
PARAGRAPH TWO
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The CITY-MCA AGREEMENT, as expressly amended hereby, is reaffirmed and
restated herein by the undersigned. Said CITY-MCA AGREEMENT, as so amended, is
hereby incorporated herein by reference as though fully set forth in its
entirety in this Fourth Amendment.
IN WITNESS WHEREOF, the City and MCA/PACE, acting through their duly
authorized officers and representatives, have duly executed this 25th day of
May, 1994, under seal as of the day and year first above written.
MCA/PACE AMPHITHEATERS GROUP, L.P.
a Delaware limited partnership
By: MCA CONCERTS II, INC.,
-- a California Corporation
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By: /s/ Xxxx Van Zeebroeck
--- ----------------------------
Name: Xxxx Van Zeebroeck
Title: C.F.O.
ATTEST:
------- --------------------- SEAL HERE
Name:
Title
CITY OF ATLANTA
a municipal corporation of the State of Georgia
/s/ Xxxx Xxxxxxxx
---------------------------
MAYOR XXXX XXXXXXXX
RECOMMENDED:
/s/ illegible
---------------------------
CHIEF OPERATING OFFICER
/s/ illegible /s/ illegible
------------------------------ ---------------------------
DIRECTOR, BUREAU OF PURCHASING CHIEF OF STAFF
& REAL ESTATE
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APPROVED: APPROVED AS TO FORM:
/s/ ILLEGIBLE
--------------------------
CHIEF FINANCIAL OFFICER
ATTEST:
/s/ Xxxxxxxx X. Xxxxxx
-----------------------
ASSISTANT CITY ATTORNEY
/s/ Xxxxxx X. Xxxxx
--------------------------
MUNICIPAL CLERK
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MUNICIPAL CLERK
ATLANTA, GEORGIA
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A SUBSTITUTE ORDINANCE
BY FINANCE COMMITTEE
AN ORDINANCE TO AMEND AN ORDINANCE ADOPTED BY
COUNCIL ON OCTOBER 3, 1988 AND APPROVED BY THE MAYOR
ON OCTOBER 7, 1988 AUTHORIZING THE APPROVAL OF A
SUBLEASE OF A PORTION OF THE LAKEWOOD FAIRGROUNDS
BY FILMWORKS U.S.A., INC. TO MCA CONCERTS, INC. AND THE
EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF
ATLANTA AND MCA CONCERTS, INC. PERTAINING TO THE
CONSTRUCTION, DEVELOPMENT, AND OPERATION OF AN
AMPHITHEATER PROJECT, TRAFFIC IMPROVEMENTS, AND
OTHER RELATED FACILITIES, TO AMEND ARTlCLE IV, SECTION
4.11 ENTITLED "BENEFITS TO COMMUNITY" TO CHANGE THE
RECIPIENT OF MCA'S CONTRIBUTION TO THE COMMUNITY
FROM THE SOUTHERN EDUCATION FOUNDATION TO THE FUND
FOR SOUTHERN COMMUNITIES; TO REPEAL CONFLICTING
ORDINANCES; AND FOR OTHER PURPOSES.
WHEREAS, an ordinance adopted by Council on October 3, 1988 and
approved by the Mayor on October 7, 1988 authorized the approval of a sublease
of a portion of the Lakewood Fairgrounds by Filmworks U.S.A., Inc. to MCA
Concerts, Inc. and the execution of an agreement between the City of Atlanta and
MCA Concerts, Inc. pertaining to the construction, development and operation of
an amphitheater project, traffic improvements, and other related facilities; and
WHEREAS, under the Agreement entered into between the City of
Atlanta and MCA Concerts, Inc. a portion of tickets sales are to be distributed
for the benefit of communities near the Lakewood Amphitheater; and
WHEREAS, pursuant to an Ordinance Adopted by the City Council on
July 5, 1989 and Approved by the Mayor on July 12, 1989, the Mayor was
authorized to enter into a Third Amendment
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to the City-MCA Agreement to designate the Southern Education Foundation as the
recipient of MCA's contribution to the Lakewood Community; and
WHEREAS, the MCA Oversight Community and the Lakewood Amphitheater
Community Finance Committee, who represent the Lakewood community, and the
Southern Education Foundation have determined that the existing arrangement is
unacceptable to all parties; and
WHEREAS, the MCA Oversight Community and the Fund for Southern
Communities have come to a mutual agreement for the Fund for Southern
Communities to accept and administer funds, which represent MCA'S contribution
to the community, for the Lakewood Amphitheater Community Finance Committee; and
NOW THEREFORE BE AND THE SAME IS HEREBY ORDAINED BY THE COUNCIL OF
THE CITY OF ATLANTA, GEORGIA as follows:
SECTION ONE: That an Ordinance Adopted by Council on October 3, 1988 and
-----------
Approved by the Mayor on October 7, 1988 and an Ordinance Adopted by the City
Council on July 5, 1989 and Approved by the Mayor on July 12, 1989, be hereby
amended to authorize a fourth amendment of the executed of Agreement between MCA
Concerts, Inc. and the City of Atlanta.
SECTION TWO: That said third amendment to the MCA Concerts, Inc. / City of
-----------
Atlanta agreement be amended by deleting the words "Southern Education
Foundation" each and every place
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that phrase appears in Article IV, Section 4.11 entitled "Benefits to
Community" and substituting in lieu thereof the phrase "Fund for Southern
Communities". When amended said seection shall read as follows:
4.11 Benefits to Community. In furtherance of, and to the extent
---------------------
consistent with the obligations of MCA under Section 3.4 of this
Agreement MCA agrees: (a) to give preference consistent with the
City's First Source Jobs Policy Ordinance, throughout the Lease Term
under the Sublease, to individuals residing in the City of Atlanta
for the purposes of employment for MCA's operations at the
Amphitheater Project, with MCA's specific goal under this Section
4.11 (a) being that at least seventy-five per cent (75%)of MCA's
employees for the Amphitheater Project will be residents of the City
of Atlanta; and (b) to conduct job fairs/skills workshops in
conjunction with the surrounding communities, the Southside Council
for Jobs, and the Atlanta Area Vocational/Technical School for
purposes of (i) informing the residents of the surrounding
communities of the employment and subcontract opportunities which
may be available in connection with the development and operation of
the Amphitheater Project and (ii) facilitating the qualification and
application process for prospective Amphitheater Project employees
residing in the City of Atlanta. In connection with the first season
of MCA's operations at the Amphitheater Project, MCA shall conduct
at least three (3) such job fairs/skills workshops. MCA shall meet
periodically with duly appointed representatives of the surrounding
communities in order to discuss the development and implementation
of the programs described in this Section 4.11 and in order to
discuss other aspects of the development of the Amphitheater
Project. MCA shall contribute twenty-five cents (25c) to the Fund
----
for Southern Communities for each
------------------------
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ticket sold by MCA at the Amphitheater Project during each calendar year in
excess of 125,000 tickets in such year, said proceeds to be distributed within
communities impacted by the development within a three (3) mile radius of the
facility. During the first year of MCA's operations at the Amphitheater
Project, MCA shall contribute $100,000.00 to such fund or association as an
advance against (and not in addition to) the contribution contemplated under the
immediately preceding sentence. MCA's performance under this Section 4.11 shall
be monitored by the City's Office of Contract Compliance; and MCA shall, on or
before June 1st and December 1st of each year, shall submit written reports to
City's Office of Contract Compliance regarding such performance. Furthermore, in
the event that MCA has not achieved or is not maintaining the seventy-five (75%)
goal set forth in Section 4.11(a) hereof during operation of the Amphitheater
Project, then MCA shall request and utilize the assistance of the Office of
Contract Compliance in achieving or maintaining said goal. MCA shall, in good
faith, facilitate the hiring of resident subcontractors in connection with
construction of the Amphitheater Project. Without limiting MCA's liability
for City ad valorem property taxes relating to MCA's improvements at the
Amphitheater Project, MCA also agrees that MCA shall pay, or shall cause to be
paid, any and all City ad valorem property taxes properly and duly levied with
respect to MCA's improvements at the Amphitheater Project during a five
(5) calendar year period commencing with the first calendar year in which such
taxes are so levied, regardless of whether the operation of the Amphitheater
Project is continuing during said five (5) calendar year period or any potion
thereof.
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SECTION THREE: That the City Attorney be directed to prepare the necessary
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Fourth Amendment to effect the terms of this ordinance, and that the Mayor be
authorized to enter into said Fourth Amendment.
SECTION FOUR: That all ordinances or parts of ordinances in conflict herewith
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are hereby repealed.
93-0________
March 17, 1993
A true copy,
/s/ Xxxxxx X. Xxxxx
Municipal Clerk C.M.C.
