HomeMy WebLinkAboutContract 47449 CITY SECRETAW /�
G CITY OF FORT WORTH CONTRACT NO. q
PUBLIC EVENTS DEPARTMENT
JAN 252016 WILL ROGERS MEMORIAL CENTER
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3401 W LANCASTER AVENUE
FORT WORTH, TEXAS 76107
LICENSE AGREEMENT
The American Miniature Horse Association, Inc.
2017 through 2019 yy��
This license reement ("Agreement") is made and entered into this.,_ day of
"V 9 V14 ex I I DZbetween the City of Fort Worth ("City"), a home-rule municipal corporation of the
S to of Texa acting y and through its duly authorized Assistant City Manager, and The American Miniature
"e Association, Inc. ("Licensee"), a Texas non-profit corporation, acting by and through its duly authorized
representative.
1. FACILITIES
1.01 City agrees to rent to Licensee, for the purpose of holding the AMHA World Championship
Show ("Event"), the Facilities particularly described in Exhibit A, which is attached hereto and
incorporated herein by reference, on the dates specified in said exhibit. Subject to the conditions,
limitations and restrictions of this Agreement and any exhibits, amendments and addendums, Licensee
may occupy and use the City of Fort Worth owned Facilities herein described, including contiguous
common areas (and other such areas as agreed upon in writing) necessary to accommodate patrons, for
the above stated purpose and in accordance with Exhibit A.
1.02 In the event the City shall fail to perform its part of this Agreement or any part thereof, by reason
of act of God, labor dispute, or the interruption or curtailment of any utility service (gas, electric, water or
sewerage disposal), or through negligent or intentional acts solely caused by persons, associations, or
corporations other than the City or its duly authorized agents, the Licensee shall not be entitled to claim
damages against the City for default occasioned by any of the aforesaid causes. The City shall have the
right to determine the proportionate abatement of rent during the period of untenantability.
2. TERM, RENTAL FEE, PAYMENT SCHEDULE, AND INCENTIVES
2.01 The term, rental amount, payment schedule, and any incentives concerning this Agreement shall
be set forth in Exhibit A. All deposits and/or other funds received by City are non-refundable.
3. OUTSIDE SUBCONTRACT PERSONNEL
3.01 Licensee shall, at Licensee's own expense, provide all necessary and adequately trained
personnel, including, but not limited to, ticket-sellers, ticket-takers, ushers, floor managers, stage crews
(other than Public Events Department technical personnel), electricians, technicians, carpenters, machine
operators, and any and all other personnel necessary in the promotion and presentation of the Event. City
assumes no responsibility for said personnel and Licensee hereby expressly releases and discharges
City from any and all liability for any property damage or loss and/or personal injury, including, but not
limited to, death, arising out of or in connection with, directly or indirectly the occupancy and/or use of the
leased Facilities and any and all activities conducted thereon that are sustained by reasons of the
occupancy of said buildings under this Agreement. Nothing herein shall be construed as creating a
principal/agent, or employer/employee relationship between the City and Licensee's subcontracted
personnel.
3.02 The City has the following exclusive agreements for subcontractor services at Will Rogers
Memorial Center:
a) Concessions
b) Alcohol Beverage Service
c) Electrical Distribution
City reserves the right to enter into agreements for exclusive subcontractor services at Will
Rogers Memorial Center at any time. -- - - --
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Licensc Agreement m ith The American Miniature I lorse Association.Inc. I o1 13
4. ALCOHOL RIGHTS
4.01 Licensee must comply with City food and beverage requirements and must contract with the
current City concession services provider regarding the serving of any alcoholic beverage services.
Licensee shall have no rights in the selling or dispensing of beer, wine, or any alcoholic liquors.
5. CONCESSION/SOUVENIR RIGHTS
5.01 The City reserves all concession, food, beverage, novelty and souvenir rights, except Licensee's
programs and logoed merchandise. Any matters not herein expressly provided for shall be left to the
discretion of the City's Director of Public Events or his designee ("Director") with the exception of
approved commercial exhibitors and the resale of items related to the horse industry or promotion of The
American Miniature Horse Association, Inc.
5.02 Licensee must comply with City and Will Rogers Memorial Center ("WRMC") food and beverage
requirements and must contract with the current City contracted vendor to handle all concession services
as well as alcoholic and/or soft drink beverage services. Any approved sampling is limited to products
directly related to or sold by the exhibitors and must be approved by City in advance. All other give-away
food and beverage products must be purchased through the in-house concessionaire.
6. CATERING
6.01 All caterers who wish to provide services for any reception, luncheon, party, or function where
food or beverages are to be served and/or consumed on the licensed Facilities must be approved by City
at least thirty (30) days prior to any food or beverage function. It is Licensee's responsibility to provide
the City with the name, address and contact person of the caterer chosen by the Licensee no later than
thirty (30) days prior to the food or beverage function. All caterers must pay the City a percentage of food
and beverage charges as set forth by the Director, based on their gross invoice.
6.02 City may refuse to honor the request for any reception, luncheon, party or function where food
and beverages are to be served and/or consumed on the licensed Facilities if the Licensee fails to notify
the City of the caterer's name, address and contact person within the required time frame.
6.03 At the option of the City, the City may assess Licensee a One Thousand Dollar ($1,000) per
function charge to Licensee for the failure of the Licensee to obtain City approval thirty (30) days prior to
the Event.
7. ACCEPTANCE OF FACILITIES
7.01 Licensee agrees that Licensee has examined the Facilities prior to the execution of this
Agreement and is satisfied with the physical condition of the Facilities. Licensee's taking possession of
the Facilities for the Event shall be conclusive evidence of its receipt of the Facilities in a safe, sanitary
and sightly condition and in good repair, except for those conditions which the Licensee provides City
written notice of before Licensee takes possession of the Facilities. Licensee agrees the illuminated sign
above the clock in the Will Rogers Memorial Coliseum shall remain lighted and visible at all times during
the term of the Agreement.
8. CARE OF FACILITIES
8.01 Licensee, at Licensee's own expense, shall keep the Facilities and maintain all equipment and
other properties of City in a safe, sanitary, sightly condition and in good repair, and shall restore and yield
said Facilities, equipment, and all other properties belonging to the City back to City at the expiration or
termination of each of the yearly license terms of this Agreement in good or better condition as existed at
the commencement of this Agreement and in which Licensee found them, ordinary wear and tear
(including damage by acts of God or other causes beyond the control of Licensee) excepted.
8.02 Licensee will not do or permit to be done any injury or damage to any buildings or part thereof, or
permit to be done anything that will damage or change the finish or appearance of the Facilities or the
furnishings thereof or any other property belonging to the City by the erection or removal of equipment or
any other improvements, alterations, or additions. No decorative or other materials shall be nailed,
tacked, screwed or otherwise physically attached to any part of the Facilities or to any of the furnishings
or fixtures of the City without the consent of the City.
8.03 Subject to ordinary wear and tear, Licensee will pay the costs of repairing (to its condition
immediately preceding the occurrence of such damage) any damage that may be done to the Facilities or
any of the fixtures, furniture or furnishings by any act of Licensee or any of Licensee's employees, agents,
officers, or anyone visiting the Facilities upon the invitation of the Licensee including the patrons of the
attraction or function for which Licensee hereby is leasing the Facilities. The City shall determine, in its
sole discretion, whether any damage has occurred, the amount of the damage, and the reasonable costs
of repairing the damage, and whether, under the terms of the Agreement, the Licensee is responsible.
License Agreement with The American Miniature Horse Association,Inc. 2 of 13
City shall be the sole judge of the quality of the maintenance and/or damage of the licensed Facilities,
furnishings, fixture, or furniture by the Licensee. The costs of repairing any damage to the Facilities shall
be immediately due and payable by the Licensee upon Licensee's receipt of a written invoice from the
City.
8.04 In licensing the Facilities, City does not relinquish the right to control the management of the
Facilities, or the right to enforce all necessary and proper rules for the management and operation of the
same. City, through its Manager, police and fire personnel and other designated representatives has the
right, at any time, to enter any portion of the Facilities (without causing or constituting a termination of the
privilege or an interference for the possession of the Facilities by the Licensee) for any purpose, provided
this shall not authorize or empower City to direct the activities of the Licensee or assume liability for
Licensee's activities.
9. CITY OF FORT WORTH OWNED EQUIPMENT AND PUBLIC EVENTS DEPARTMENT LABOR
9.01 Licensee and City understand that a rental charge will be assessed for any chairs, tables, stages,
lights, and/or sound equipment at the prevailing rate. Licensee shall pay for Public Events Department
technical personnel in the number and manner prescribed by City to work all events using staging, lights,
amplified sound, or related equipment. Any additional technical services will be provided by an approved
vendor at the Licensee's expense.
10. EQUIPMENT
10.01 All equipment owned by Licensee must be removed from the WRMC immediately after
completion of the Event. No equipment may be left in the WRMC. Any equipment or other property left
by the Licensee at the WRMC for over thirty (30) days will be considered abandoned and will become the
property of the City; the City will dispose of the property as it deems appropriate. Any equipment used by
the Licensee that is owned by the City must be returned to the owner in the same or better condition than
when received by Licensee.
11. PROPERTY LOSS
11.01 City assumes no responsibility for any property placed in said buildings or any part thereof by the
Licensee or any agent, officer, and/or employee of the Licensee. Licensee hereby expressly releases and
discharges City from any and all liability for any property damage or loss and/or personal injury, including,
but not limited to, death, arising out of or in connection with, directly or indirectly, the occupancy and/or
use of the leased Facilities and any and all activities conducted thereon sustained by reasons of the
occupancy of said buildings under this Agreement.
12. REMOVAL OF DISORDERLY PERSONS
12.01 City, through its Director, police, and fire personnel and other designated representatives, retains
the right to remove from the Facilities any and all such employees, agents and/or officers of Licensee and
the right, with its officers and agents, including its police officers, to eject any objectionable person or
persons (including an employee or employees of the Licensee) from the Facilities or any other of its
facilities. In the event of the exercise of this authority, Licensee hereby waives any and all claims for
damages of whatsoever kind against the City, its officers, agents, representatives, or employees on
account of said removal.
13. UTILITIES/HVAC
13.01 City agrees to furnish the necessary light and existing electrical power for ordinary use only, in
the opinion of the Director, including, but not limited to, lighting, heat and/or air conditioning sufficient to
make the buildings comfortable (during event/show hours only), and water for ordinary use of the
applicances installed but for no other purposes. City shall not be responsible for accidents and
unavoidable delays.
13.02 It is understood that the City enforces the adopted National Electrical Code to ensure the public is
not exposed to electrical hazards. If extension cords are used, Ground Fault Circuit Interrupter (GFCI)
Protection is required. These cords have a test and a reset button and have the words "GFCI protected"
printed on the cord. All 120 volt extension cords shall be three-wire grounding type cords. Extension
cords may not be placed through doorways. Frayed or damaged cords may not be used.
13.03 Licensee must contract with a City-approved vendor to handle all electrical requirements above
and beyond that which is readily available.
14. SEATING CAPACITY
14.01 Licensee will not sell more tickets or allow more occupancy than the seating capacity of the
Facilities permits and/or as allowed under any federal, state, and local laws, statutes, ordinances, charter
provisions, rules and regulations of the City; including, but not limited to, all rules, regulations and/or
requirements of the City of Fort Worth Police and Fire Departments.
License Agreement with The American Miniature Horse Association,Inc. 3 of 13
15. EMERGENCY PERSONNEL
15.01 Licensee shall be responsible, at its own cost and expense, to provide such emergency medical
services as it deems necessary for the Event. Any standby ambulance service must be provided by the
City's current licensed ambulance provider, in accordance with the City Code. Standby ambulance
service shall be required, at Licensee's expense, for any event, which in the sole opinion of City requires
such service. The costs must be paid directly to the emergency medical personnel.
16. SECURITY PERSONNEL
16.01 Licensee, at its sole cost and expense, shall pay for security personnel in such number and
manner as prescribed by the Director. Licensee or its vendor shall bear sole responsibility, if any, for
reporting its payment for each security officer's services as taxable income to the Internal Revenue
Service. Licensee hereby assumes sole responsibility for any and all acts or omissions by security
personnel in the performance of their responsibilities hereunder, and Licensee agrees to INDEMNIFY,
HOLD HARMLESS AND DEFEND THE CITY FROM ANY AND AGAINST ALL CLAIMS OR SUITS
FOR PROPERTY DAMAGE OR PERSONAL INJURY ARISING OUT OF OR IN CONNECTION WITH
SUCH ACTS OR OMISSIONS. Nothing herein shall be construed as creating a principal/agent, or
employer/employee relationship between the City and Licensee's security personnel.
16.02 Licensee assumes full responsibility for the safety and security of property belonging to Licensee
while the same is on City's property. In addition, if any vehicles or items which contain any flammable
liquids, or fuels, are left overnight in the Center, same shall be attended at all such times by security
personnel furnished by Licensee and approved by Director. The costs must be paid directly to the security
officers.
17. FIRE MARSHAL
17.01 Licensee shall be responsible, at its own cost and expense, to provide such fire marshal services
as deemed necessary for the Event as determined by Director. Licensee understands that fire marshal
personnel are independent contractors. Vendor shall bear sole responsibility, if any, for reporting its
payment for each fire marshal's services as taxable income to the Internal Revenue Service. The costs
must be paid directly to the fire marshal personnel.
18. NON-SMOKING FACILITY
18.01 Licensee understands that WRMC is a NON-SMOKING FACILITY and agrees to make hourly
announcements to that effect, if possible. In any event, Licensee agrees to make at least three (3)
announcements to that effect during an eight (8) hour period, with one announcement being made at the
beginning of each event.
19. OBSTRUCTIONS
19.01 Sidewalks, entries, passage vestibules, halls, elevators, or access ways to public utilities of the
Facilities shall not be obstructed or caused to be obstructed by Licensee, or caused or permitted to be
used for any purpose other than ingress or egress to and from the Facilities. The doors, skylights,
stairways or openings that reflect or admit light into any portion of the building shall not be obstructed by
Licensee.
20. PARKING
20.01 City operates a paid parking system in all surface lots and parking garages at WRMC. All parking
fees will be charged to the individual or Licensee at the prevailing rates. City will supply Licensee with ten
(10) complimentary parking passes per day, upon request, to be used during the Event each year of this
Agreement.
21. INDEMNIFICATION
21.01 LICENSEE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD
HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, THE CITY, ITS REPRESENTATIVES,
OFFICERS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS,
CAUSES OF ACTION, OR SUITS, INCLUDING, BUT NOT LIMITED TO,WORKERS' COMPENSATION
ACT LIABILITY, LOST PROFITS, PROPERTY DAMAGE, DAMAGE AND PERSONAL INJURY,
INCLUDING, BUT NOT LIMITED TO, DEATH,TO ANY AND ALL PERSONS, OF WHATSOEVER KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF THE USE AND
OCCUPATION OF THE FACILITIES BY LICENSEE. THIS INDEMNITY PROVISION (INCLUDING,
WITHOUT LIMITATION, INDEMNITY FOR COSTS, EXPENSES AND LEGAL FEES) IS SPECIFICALLY
INTENDED TO OPERATE AND BE APPLICABLE EVEN IF IT IS ALLEGED OR PROVED THAT ALL OR
SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED AS A WHOLE OR IN PART BY ANY ACT,
OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT, INTENTIONAL
CONDUCT, VIOLATION OF STATUTE OR COMMON LAW, BREACH OF WARRANTY, PRODUCT
License Agreement with The American Miniature Iloise Association.Inc. 4 of 13
DEFECT, STRICT PRODUCT LIABILITY, OR ANY OTHER ACT OR CONDITION WHATSOEVER OF
THE CITY OR ITS PROPERTY.
22. INSURANCE
22.01 Prior to the time Licensee is entitled to any right of access to or use of the Facilities, Licensee
shall procure, pay for and maintain the following insurance written by companies approved by the State of
Texas and acceptable to City. The insurance shall be evidenced by delivery to City of executed
certificates of insurance and/or certified copies of policies as determined by City.
22.02 Licensee covenants and agrees to obtain and keep in force during the term of this Agreement,
Commercial General Liability Insurance, including Personal Injury Liability, Independent Contractors
Liability and Contractual Liability covering, but not limited to, the liability assumed under the
indemnification provisions of this Agreement, with limits of liability for bodily injury (including death) and
property damage of not less than One Million Dollars ($1,000,000), with an aggregate of not less than
Two Million Dollars ($2,000,000) All insurance policies shall include the following:
1) The term of insurance is for the duration of each Event, which includes the period from the right of
access to set-up through the period allowed for removal of property;
2) The Licensee is responsible for providing the City a thirty-day (30) notice of cancellation or non-
renewal of any insurance policy and may not change the terms and conditions of any policy that
would limit the scope or coverage, or otherwise alter or disallow coverage as required herein;
3) All policies shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort
Worth;
4) a) Any deductible in excess of $5,000.00, for any policy that does not provide coverage on a first-
dollar basis, must be approved by City of Fort Worth Risk Management.
b) Any self-insured retention (SIR) in excess of $25,000.00, affecting required insurance coverage,
shall be acceptable to and approved by City of Fort Worth Risk Management in regards to asset
value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained
through insurance pools or risk retention groups, must also be approved by Risk Management.
c) Company issuing the insurance policy shall have no recourse against the City of Fort Worth for
payment of any premiums or assessments for any deductibles which all are at the sole risk of
Licensee;
5) The terms "Owner", "City" or City of Fort Worth shall include all authorities, Boards, Bureaus,
Commissions, Divisions, Departments, and Offices of the City and the individual members,
employees and agents thereof in their official capacities and/or while acting on behalf of the City of
Fort Worth.; and
6) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City,
to any future coverage, or to City's self-insured retention of whatever nature.
7) The City, its officials, employees, agents and officers shall be endorsed as an "Additional Insured" to
all policies except Employers Liability coverage.
8) Coverage shall be written on a per occurrence basis and the policy shall include Broad Form Property
Damage Coverage with an insurance company satisfactory to City. If insurance policies are not
written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is
required. Excess Liability shall follow form of the primary coverage.
9) Automobile Liability Insurance shall provide coverage on any automobile, including and defined as
automobiles owned, hired and non owned with a One Million Dollar ($1,000,000) combined single
limit per accident or $250,000 Property Damage and $500,000 Bodily Injury per person, per
occurrence.
10) All policies shall be written by an insurer with an A-:VIII or better rating by the most current version of
the A. M. Best Key Rating Guide or with such other financially sound insurance carriers acceptable to
the City.
11) Deductibles shall be listed on the Certificate of Insurance and shall be on a "per occurrence" basis
unless otherwise stipulated herein.
12) If coverage is underwritten on a claims-made basis, the retroactive date shall be coincident with or
prior to the date of the contractual agreement and the certificate of insurance shall state that the
coverage is claims-made and the retroactive date. The insurance coverage shall be maintained for
the duration of the contractual agreement and for five (5) years following completion of the service
provided under the contractual agreement or for the warranty period, whichever is longer. An annual
certificate of insurance submitted to the City shall evidence such insurance coverage.
13) Certificates of Insurance shall be delivered to the Will Rogers Memorial Center, 3401 W Lancaster,
Fort Worth,Texas 76107, evidencing all the required coverages, including endorsements.
License Agreement with The American Miniature Horse Association,Inc. 5 of 13
22.03 Licensee hereby waives subrogation rights for loss or damage against City, its officers, agents
and employees for personal injury (including, but not limited to, death), property damage or any other
loss.
22.04 Licensee shall not do or permit to be done anything in or upon any portion of the Facilities, or
bring or keep anything therein or thereupon which will in any way conflict with the conditions of any
insurance policy upon the Facilities or any part thereof, or in any way increase the rate of fire insurance
upon the Facilities or on property kept therein, or in any way obstruct or interfere with the right of the other
tenants of the Facilities, or injure or annoy them. The City may terminate this Agreement immediately
upon the failure of the Licensee to provide acceptable documentation of insurance as required by this
Agreement.
23. COMPLIANCE WITH LAW
23.01 It is agreed that Licensee will comply with all federal, state, and local laws, including, but not
limited to, all statutes ordinances, charter provisions, rules, and regulations of the City of Fort Worth;
including all rules, regulations and/or requirements of the City of Fort Worth Police and Fire Departments;
and any and all requirements specifically made by the City of Fort Worth Fire Marshal in connection with
the performances to be given hereunder. Licensee agrees to obey any other regulations of any municipal
authority of the City of Fort Worth.
23.02 Licensee will obtain and pay for all necessary permits, licenses, and taxes from any governmental
agency with jurisdiction thereof and to pay lawful taxes on tickets used in connection with the
performances hereunder. Licensee will not do or suffer to be done anything on said Facilities during the
terms of this Agreement in violation of any such laws, statutes, ordinances, rules, regulations, charter
provisions, directives or requirements. If the City calls the attention of Licensee to any such violation on
the part of said Licensee or any person employed by or admitted to said Facilities by Licensee, Licensee
will immediately desist from and correct such violation and/or vacate the Facilities.
24. FEDERAL COPYRIGHT ACT
24.01 Licensee agrees to assume full responsibility for complying with the Federal Copyright Law of
1978 (17 U.S.C. 101, et seq.) and any regulations issued thereunder including, but not limited to, the
assumption of any and all responsibilities for paying royalties that are due for the use of copyrighted
works in Licensee's performances or exhibitions to the copyright owner, or representative of said
copyright owner. City expressly assumes no obligations, implied or otherwise, regarding payment or
collection of any such fees or financial obligations. City specifically does not authorize, permit, or
condone the performance, reproduction, or other use of copyrighted materials by Licensee or its agents
or licensees without the appropriate licenses or permission being secured by Licensee in advance. It is
further agreed that LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS FOR ANY
CLAIMS ARISING FROM NONPAYMENT TO LICENSING AGENCIES, INCLUDING, BUT NOT
LIMITED TO, ASCAP, BMI, AND SESAC OR DAMAGES ARISING OUT OF LICENSEE'S
INFRINGEMENT OR VIOLATION OF THE COPYRIGHT LAW AND/OR REGULATIONS. City expressly
assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the
exclusive obligation of the Licensee. Licensee understands that they are responsible for securing any
and all licenses by artists/performers giving permission for the recordings. Licensee is responsible for
both reporting and payment of any music licensing fees that may be required by law.
24.02 Licensee understands and agrees that without the proper license obtained by Licensee, there is a
risk of an injunction or money damages arising from a copyright lawsuit brought by ASCAP, BMI, SESAC,
or any other licensing agency.
25. AMERICANS WITH DISABILITIES ACT (ADA)
25.01 It is understood that the Event of Licensee is not an event of the City. Licensee acknowledges
that it is responsible for and will make available the goods and services offered at the Event to all
attendees including those with disabilities. Licensee is responsible for non-permanent accessibility
requirements, such as, but not limited to, seating accessibility and auxiliary aids for the visually impaired,
hearing impaired and mobility impaired. LICENSEE SHALL NOT MOVE OR INTERFERE IN ANY WAY
WITH ACCESSIBILITY TO ADA FACILITIES, SUCH AS, BUT NOT LIMITED TO, WHEELCHAIR
SEATING. LICENSEE SHALL NOT SELL TICKETS FOR ADA SEATING TO PERSONS WHO DO
NOT REQUIRE ADA ACCOMMODATIONS. LICENSEE INDEMNIFIES THE CITY FOR ANY AND ALL
CLAIMS AND LIABILITIES ARISING OUT OF LICENSEE'S DUTIES UNDER THE REQUIREMENTS
OF ADA AND THIS SECTION.
26. FORCE MAJEURE
26.01 Force Majeure shall include, but not be limited to, acts of God, acts of the public enemy, war,
insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts,
License Agreement with The American Miniature Horse Association,Inc. 6 of 13
tornadoes, hurricanes, arrests and restraints of governments and people, explosion and other
occurrences or conditions of like nature.
26.02 If either party is rendered unable, wholly or in part, by Force Majeure to carry out any of its
obligations under this Agreement, it is agreed that on such party's giving notice and full particulars of such
Force Majeure as soon as practicable, but no later than seven (7) days after the occurrence of the cause
relied upon, the obligations of the party giving such notice, to the extent it is affected by Force Majeure,
shall be suspended during the continuance of the Force Majeure.
26.03 If a Force Majeure causes the License period to be cancelled in whole or in part, and the affected
party complies with this Section regarding notice, the Licensee shall owe the City a license fee based on
the time period (if any) during which the Licensee had reasonable commercial use of the Facilities.
27. ASSIGNMENT
27.01 Licensee shall not assign this Agreement nor suffer any use of the Facilities other than herein
specified, nor sublet the Facilities or any part thereof without the written consent of City. If assigned per
the written consent of the City, Licensee agrees to ensure that any assignee or sublessee will comply with
all terms, provisions, covenants, and conditions of this Agreement. Assignment or subletting of this
Agreement shall not relieve Licensee from any of its obligations under this Agreement.
28. EVENTS OF DEFAULT
28.01 The following events shall be deemed to be events of default by Licensee under this Agreement:
i. Licensee fails to pay any installment of the rent when due or any other payment of
reimbursement to City required hereunder;
ii. Licensee attempts to assign this Agreement without the prior written consent of City;
iii. Licensee shall vacate the use of over one-half of any building included in the Facilities or
vacate the use of over one-half of any portion of the total Facilities;
iv. Licensee becomes insolvent or makes a transfer in fraud of creditors, or makes an
assignment for the benefit of creditors; or
v. Licensee fails to comply with any term, provision or covenant of this Agreement.
29. TERMINATION
29.01 Upon the occurrence of any such event of default of the Agreement, City shall have the option to
terminate this Agreement immediately. Licensee shall immediately surrender the Facilities to City and, if
Licensee fails to do so, City may, without prejudice to any remedy, enter upon and take possession of the
Facilities and remove Licensee and any other person who may be occupying the Facilities by force, if
necessary, without being liable for the prosecution or any claim of damages therefore. Licensee agrees
to pay to City on demand the amount of all loss and damage which City may suffer by reason of such
termination.
29.02 City may, as a result of default as described in Paragraph 28 above, and at its discretion, relet the
entire Facilities or relet any building or any portion of any building of the Facilities that is determined by
the City not to be in substantial use by the Licensee and receive the rent therefore, and Licensee agrees
to pay to City on demand any deficiency that may arise by reason of reletting. City agrees to use all
reasonable efforts to attempt to relet the Facilities. Licensee shall not be entitled, under any
circumstances, to any excess rental fees received by City as a result of reletting, and Licensee hereby
waives any claim to such excess rental amounts.
29.03 No pursuit of any remedy by City constitutes a forfeiture or waiver of any rent due to City or of any
damages accruing to City by reason of the violation of any of the terms, provisions, and covenants herein
contained. No act or thing done by City or its officers, agents or employees during the term of this
Agreement shall be deemed a termination of the Agreement or an acceptance of the surrender of the
Facilities, and no agreement to terminate this Agreement or accept a surrender of the Facilities shall be
valid unless in writing signed by City. City's acceptance of the payment of rental or other payments after
the occurrence of a default shall not be construed as waiver of such default, unless City notifies Licensee
in writing. Any act by City to enforce one or more of the remedies herein provided upon an event of
default shall not be deemed or construed to constitute a waiver of such default or of City's right to enforce
any such remedies with respect to such default or subsequent default.
30. NOTICES
30.01 All notices required or permitted under this Agreement may be given to a party personally or by
mail, addressed to such party at the address stated below or to such other address as one party may
from time to time notify the other in writing. If more than one Licensee is named in this contract, service of
any notice on any one of the Licensees shall be deemed service on all Licensees. Any notice so given
shall be deemed to have been received when deposited in the United States mail so addressed with
postage prepaid:
License Agreement with The American Miniature Horse Association.Inc. 7 of 13
CITY:
Director of Public Events With Copy To:
Will Rogers Memorial Center City of Fort Worth
3401 W. Lancaster City Attorney's Office
Fort Worth, Texas 76107 1000 Throckmorton Street
Fort Worth Texas 76102
LICENSEE:
The American Miniature Horse Association, Inc.
Attn: Sid Hutchcraft
5601 South 1-35W
Alverado, TX 76009
31. SOLE AGREEMENT, AMENDMENT, SEVERABILITY, ADDITIONAL TERMS
31.01 This written instrument constitutes the entire Agreement by the parties hereto concerning the
license of the Facilities and obligations of the parties and any prior or contemporaneous oral or written
agreement that purports to vary from the terms hereof, shall be void. It is understood and agreed that all
the provisions of this License Agreement are applicable except where specifically modified by any exhibit,
addendum, or amendment, in which case such exhibit, addendum, or amendment shall apply.
31.02 Licensee and City agree to promptly execute an amendment(s)to this Agreement in order to spell
out any additional terms agreed to between the Licensee and City. Failure of the Licensee and/or City to
execute such amendment upon request shall be considered an event of default and this Agreement may
be terminated at the option of the requesting party. No amendment or additional terms shall be effective
unless it is in writing and signed by both parties hereto after the effective date of this Agreement.
31.03 In case any one or more of the provisions contained in this Agreement are held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any
other provision hereof and this Agreement shall be considered as if such invalid, illegal or unenforceable
provisions were never contained herein.
31.04 Licensee acknowledges that it has read, understands, and agrees to the additional terms stated
in Exhibit A.
32. SUCCESSORS AND ASSIGNS
32.01 This Agreement shall be binding upon and insure to the benefit of the parties hereto and their
respective heirs, executors, administrators, legal representatives, successors and, except as otherwise
provided in this Agreement, their assigns.
33. GOVERNING LAW AND VENUE
33.01 This Agreement shall be construed in accordance with the internal laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue
for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas, Fort Worth Division.
34. INDEPENDENT CONTRACTOR/NO PARTNERSHIP
34.01 The doctrine of respondeat superior shall not apply as between the Licensee and City and
nothing contained in this Agreement shall be deemed to constitute City and Licensee as partners or joint
venturers with each other, nor shall the Licensee be considered to be an agent, representative or
employee of the City. Licensee shall have the exclusive control of and the right to control its employees
and the details of its operation on the Facilities and shall be sohely responsible for the acts and omissions
of its officers, agents, employees, contractors and subcontractors .
35. AUTHORITY OF LICENSEE'S AGENT
35.01 By executing this Agreement, Licensee's agent affirms that he or she is authorized by Licensee to
execute this Agreement and that all representations made herein with regard to Licensee's identity,
address, and legal status (corporation, partnership, individual, etc.) are true and correct.
36. PUBLIC INFORMATION ACT
36.01 Licensee understands and acknowledges that the City is a public entity under the laws of the
State of Texas and as such, all documents held by the City are subject to disclosure under Chapter 552
of the Texas Government Code. Licensee shall clearly indicate to the City what information it deems
proprietary. If the City is required to disclose any documents that may reveal any Licensee Proprietary
Information to third parties under the Texas Government Code, or by any other legal process, law, rule or
judicial order by a court of competent jurisdiction, the City will notify Licensee prior to disclosure of such
documents, and give Licensee the opportunity to submit reasons for objections to disclosure. The City
agrees to restrict access to Licensee's information to those persons within its organization who have a
License Agreement with The American Miniature Horse Association.Inc. 8 of 13
need to know for purposes of management of this Agreement. The City agrees to inform its employees of
the obligations under this paragraph and to enforce rules and procedures that will prevent any un-
authorized disclosure or transfer of information. The City will use its best efforts to secure and protect
Licensee's information in the same manner and to the same degree it protects its own proprietary
information; however, the City does not guarantee that any information deemed proprietary by Licensee
will be protected from public disclosure if release is required by law. The foregoing obligation regarding
confidentiality shall remain in effect for a period of three(3) years after the expiration of this Agreement.
EXECUTED as of the date and year first above written in Fort Worth, Tarrant County, Texas.
CITY OF FORT WORTH THE AMERICAN MINIATURE HORSE ASSOCIATION,
INC.
By: By:
Sus Alanis id Hutchcraft
tant City Manager resident
Approval Rec mended:
By:
Kirk N. Sla ter
Director of Public Events
APPROVED AS TO FORM LEG LITY:
By: (77::�D
Tyler F.VIAI ch ,.
Assista y Attorney �(� 0900
ATTEST:
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V S 0 10
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By:
Mary City ay ary ��X S'��'
AGREEMENT AUTHORIZATION:
No M&C required
r OFFICIAL RECORD
CITY SECRETARY
License Agreement with The American Miniature Horse Association,Inc. FT.WORTH,TX 9 of 13
Exhibit A
1) FACILITIES AND RENTAL DATES
a) City agrees to license and provide to Licensee the following facilities at the WRMC (collectively,
the "Facilities" or "Facility") as needed and available for the Event on the contracted dates listed
in Section 1.b. and at the facility rental rates set forth in Section 2 of this Exhibit A.
i) Richardson-Bass Building
(1) Includes John Justin Arena, all stalls and cattle pens, James L. and Eunice West
Arena, Brown-Lupton North & South Exhibits Areas, Coburn Room, all available
meeting rooms and office areas
ii) Equestrian Multi-Purpose Building
(1) Includes all stalls and arenas
iii) Charlie and Kit Moncrief Building
(1) Includes all stalls and exercise area (except on dates when the W.R. Watt Arena
is booked by another client)
iv) Cattle Barns 2. 3 and 4 — Use of these facilities is limited to stall rentals on a per stall
basis
b) YEAR 2017 ("Initial Term")
i) 2017
(1) August 21: Staff move in to office areas, arenas, and commercial exhibit areas
only at no charge
(2) August 22-23: Move in and exercise beginning at 8:00 a.m.
(a) Any livestock arriving on show grounds prior to 8:00 a.m., Tuesday.
August 22, 2017 will be considered early arrivals.
(3) August 24-September 2: Show Dates
(4) September 3: Move out must be completed by 12:00 a.m.
ii) SHOW DATES BEYOND 2017 ("RENEWAL TERMS)")
(1) Licensee shall have the option to renew this Agreement for the Event for two
additional one (1) year periods on the same terms and conditions.
(a) 2018 Renewal—The first option to renew must be exercised in writing by
Licensee within seven (7) calendar days after the conclusion of its 2017
Event.
(b) 2019 Renewal — The second option to renew must be exercised in
writing by Licensee within sixty (60) calendar days after the conclusion of
its 2017 Event.
(c) If Licensee does not exercise its first renewal option, there shall be no
further renewal terms.
(d) A Renewal Term may only be exercised if no default on the part of the
Licensee has occurred and is continuing under any provision of this
Agreement.
(2) 2018
(a) August 20: Staff move in to office areas, arenas, and commercial exhibit
areas only at no charge
(b) August 21-22: Move in and exercise beginning at 8:00 a.m.
(i) Any livestock arriving on show grounds prior to 8:00 a.m.. Tuesday.
August 21. 2018 will be considered early arrivals.
(c) August 23—September t Show Dates
(d) September 2: Move out must be completed by 12:00 a.m.
(3) 2019
(a) August 19: Staff move in to office areas, arenas, and commercial exhibit
areas only at no charge
(b) August 20-21: Move in and exercise beginning at 8:00 a.m.
,(i) Any livestock arriving on show grounds Prior to 8:00 a.m., Tuesday,
August 20, 2019 will be considered early arrivals.
(c) August 22—31: Show Dates
License Agreement with The American Miniature Horse Association,Inc. 10 of 13
(d) September 1: Move out must be completed by 12:00 a.m.
2) RENTAL RATE SCHEDULE
a) In consideration for the right to use the Facilities, including, but not limited to, any stalls
associated therewith, Licensee agrees to pay the rental rates set forth below for the Initial Term
and any Renewal Term (collectively, "Rental Rates"):
i) Richardson-Bass Building
(1) John Justin Arena
(a) $250 - Per Move In or Move Out Day
(b) $500 - Per Exercise Day (12 hours climate controlled)
(c) $1,000- Per Show Day (All show hours climate controlled)
(2) James L. & Eunice West Arena
(a) $150 Per Move In or Move Out Day
(b) $600 Per Show or Sale Day (All show/sale hours climate controlled)
(c) Licensee may use James L & Eunice West Arena to measure horses
during the show with no facility rental fee. Any applicable labor and
setup charges or equipment rental fees will be invoiced to the Licensee.
A facility rental fee may be assessed for any usage other than
measuring.
(3) Brown-Lupton North Exhibit Area
(a) $100- Per Move In or Move Out Day
(b) $300- Per Show Day (All show hours climate controlled)
(4) Brown-Lupton South Exhibit Area
(a) $100 - Per Move In or Move Out Day
(b) $300 - Per Show Day (All show hours climate controlled)
(5) Richardson-Bass Stalls
(a) $50- Per stall used
(b) There will be a $25.00 per day fee charged per stall occupied prior
to 8:00 a.m. on the first move-in day or after midnight on the move-
out day in each year contracted.
(6) Coburn Room
(a) No rental fee if used for Licensee sponsored functions (meetings, meal
functions, etc.)
(b) $100 - Per Show Day(All show hours climate controlled)
(7) Richardson-Bass Cattle Pens
(a) $150 Per Move In or Move Out Day
(b) $350 Per Show Day
ii) Charlie and Kit Moncrief Building
(1) Moncrief Stalls
(a) $50- Per stall used
(b) There will be a $25.00 per day fee charged per stall occupied prior
to 8:00 a.m. on the first move-in day or after midnight on the move-
out day in each year contracted.
(2) W. R. Watt Arena
(a) $750- Per Move In or Move Out Day
(b) $750- Per Exercise Day (12 hours climate controlled)
(c) $1,500 - Per Show Day(All show hours climate controlled)
iii) Equestrian Multi-Purpose Building
(1) Exercise Arenas
(a) $500 -Per Exercise Day (if 800 or more city-owned stalls are rented)
(b) $1,000 - Per Exercise Day (if fewer than 800 city-owned stalls are
rented)
License Agreement with The American Miniature Horse Association.Inc. I I of 13
(2) Unit A and Unit B Stalls
(a) $50 - Per stall used
(b) There will be a $25.00 per day fee charged per stall occupied prior
to 8:00 a.m. on the first move-in day or after midnight on the move-
out day in each year contracted.
iv) The Pavilion with arena (approximately 125' x 250' in size)
(1) $500 - Per Move In or Move Out Day
(2) $500 - Per Exercise Day
(3) $1,000 - Per Show Day
V) Cattle Barn 2, 3, and 4 Stalls
(1) $50 - Per stall used
(2) There will be a $25.00 per day fee charged per stall occupied prior to 8:00
a.m. on the first move-in day or after midnight on the move-out day in each
year contracted.
vi) Show Arena
(1) $100 - Per Move In or Move Out Day
(2) $300— Per Show Day
vii) Round Up Inn
(1) $500 - Per Move In or Move Out Day
(2) $1,000— Per Show Day
viii) On or before February 1 of each year of the Initial Term and any Renewal Term of this
Agreement, Licensee shall provide the Director of the Public Events Department or that
person's designee ("Director") a full and detailed outline, in writing, of the Facilities that
Licensee desires to use for its upcoming Event, along with the proposed use of each
such Facility (i.e. move-in, show, and the like) and any other information required by the
Director concerning the Event ("Event Plan"). The parties may amend the Event Plan
after the February 1 deadline upon mutual written agreement. The Event Plan, and any
amendment thereto, is subject to written approval by the Director.
ix) The City will apply the Rental Rates against the information contained within the Event
Plan to calculate the rental fee due to the City for the Licensee's use of the Facilities for
the applicable Event ("Rental Fee"). Licensee shall pay any such Rental Fee in
accordance with the terms of this Agreement.
X) The parties may amend this Agreement, in writing, to add additional dates or City
facilities at agreed upon rental rates if Licensee requires the use of such for its Event.
Any such additional facilities shall be included in the definition of Facility or Facilities and
be subject to the terms and conditions of this Agreement. The City does not guarantee
any availability for additional dates or facilities.
Xi) All events must end by midnight unless otherwise stated on the License Agreement and
insurance certificate. City will invoice the Licensee at a rate of $200.00 per hour for any
additional hour (or portion thereof) in which Licensee occupies space rented for show
and/or Event activities between the hours of 12:00 midnight and 7:00 a.m.
3) PAYMENT SCHEDULE
a) INITIAL TERM AND RENEWAL TERMS (AS APPLICABLE):
i) Licensee shall pay a non-refundable Rental Fee deposit of $5,000.00 by no later than
February 1st of the calendar year of the Initial Term and any Renewal Term, which shall
be applied toward the total Rental Fee.
ii) Licensee shall pay an additional non-refundable Rental Fee deposit of $10,000.00 by no
later than August 1st of the calendar year of the Initial Term and any Renewal Term,
which shall also be applied toward the total Rental Fee.
iii) Licensee shall pay in full any remaining balance owed to the City within thirty (30)
calendar days after receipt of an invoice for final charges from the City, which includes,
without limitation, any remaining Rental Fee and any Additional Fees set forth in Section
5 of this Exhibit A.
iv) Any and all payments shall be made payable to the City of Fort Worth at the office of the
Director.
License Agreement.%ith The American Miniature I Iorse Association.Inc. 12 of'13
4) ANNUAL INCENTIVE
a) Subject to the terms of this section, City agrees to apply a Twenty-Five Thousand Dollar
($25,000.00) credit towards Licensee's invoice for final charges upon conclusion of each annual
Event during the Initial Term and each Renewal Term. However, if the total annual Rental Fee for
Licensee's Facility usage, including, but not limited to, 1,100 City-owned stalls, is less than
Seventy-Eight Thousand Dollars ($78,000.00), the annual credit of Twenty-Five Thousand Dollars
($25,000.00) will be reduced on a dollar-per-dollar basis by the amount of the Rental Fee below
Seventy-Eight Thousand Dollars ($78,000.00).
5) ADDITIONAL AGREEMENT TERMS
a) The charges and expenses to be paid to the City by the Licensee that are set forth in this Section
5 shall be referred to herein as"Additional Fees".
b) SHAVINGS
i) City retains exclusive rights for the sale of all shavings at the prevailing market rate.
Shavings in bags may not be brought onto show grounds by Licensee or any Event
participants.
ii) If Licensee or any exhibitor brings shavings onto the show grounds or into the Facilities
without the prior written consent of the Director, or in direct conflict with the exclusive
rights of the City, then the Licensee shall be responsible for paying a fee of$5.00 per bag
of shavings based on the equivalent of a 3'/z cubJc foot bag.
C) COMMERCIAL EXHIBITORNENDOR SPACE
i) Licensee shall pay$50.00 per designated inside commercial exhibitor space and $125.00
per designated outside commercial exhibitor space for use by approved commercial
exhibitors. This fee does not apply to commercial exhibitors located in a designated
"exhibits hall/facility" rented by Licensee for use by commercial exhibitors. City will not
provide any tables and/or chairs for use by commercial exhibitors.
ii) Any use of outside exhibit space for each apnual Event must be agreed upon by
Licensee and Director prior to May 1 st of each y6ar.
d) ARENA PREPARATION/CLEAN-UP
I) City will clean arena seating areas once daily prior to start of each Event show date set
forth herein.
ii) City will clean the main aisles of contracted livestock Facilities daily.
iii) City will provide a base level of arena footing for the Event. Any additions or changes to
the base dirt provided by the City must be contracted with the City's current approved
contractor at the Licensee's sole cost and expense.
e) SOUND, LIGHTING, AND STAGEHAND LABOR
i) The City will provide the Licensee with the use of its existing sound and lighting system
at no charge to Licensee.
ii) In the event that Licensee requires the use of any additional sound or lighting for its
Event, then Licensee shall pay to the City the prevailing market rate for any such
additional sound and lighting equipment, including any associated labor charges
necessary for a WRMC stagehand to set up, monitor, and secure any such sound and
lighting.
iii) In the event City is unable to furnish sufficient WRMC stagehands to work any Event that
uses staging, lights, or amplified sound, Licensee must contract with and pay a vendor
approved by the Director to provide additional stagehand services.
IV) City will provide arena and barn paging as required in all Facilities.
f) TRAILER/RV PARKING
i) Licensee may use any available space for trailer parking as designated by the Director at
the prevailing parking rates.
ii) At the discretion of the Director, RV spaces will be provided, as available, and will be
invoiced to Licensee or Licensee's exhibitors at the prevailing rates.
g) ADDITIONAL TERMS
i) Any matters that are not herein expressly provided for shall be left to negotiation between
the Director and the Licensee. Any agreement reached as a result of such negotiations
will be included.in a written amendment to this Agreement.
License Agreement with The American Miniature Horse Association,Inc. 13 of 13