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HomeMy WebLinkAboutContract 48381 CITY SECRETARY CONTRACT NO. CITY OF FORT WORTH PUBLIC EVENTS DEPARTMENT WILL ROGERS MEMORIAL CENTER 3401 W LANCASTER AVENUE FORT WORTH, TEXAS 76107 LICENSE AGREEMENT Ranch Sorting National Championships 2018 through 2020 This license agreement ("Agreement") is made and entered into this day of , 2016, between the City of Fort Worth, a home-rule municipal corporation of the State of Texas ("City") acting by and through its duly authorized Assistant City Manager, and Ranch Sorting National Championships ("Licensee") acting by and through its duly authorized representative. 1.FACILITIES 1.01 City agrees to rent to Licensee, for the purpose of holding the RSNC World Finals, ("Event"), the Facilities as defined and 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) 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 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 personal injury, including, but not limited to, death, arising out of or in connection with, directly or indirectly, the occupancy or use of the 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. 4.ALCOHOL RIGHTS - OFFICIAL RECORD License Agreement with Ranch Sorting National Championships CITY Y SECiRETARY 1 of 14 FT. WORTH, TX 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 Licensee. 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 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 or consumed on the Facilities must be approved by Director 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, 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 or consumed on the Facilities if the Licensee fails to notify the Director 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 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 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 Director. 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 Event or function for which Licensee hereby is licensing 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 this Agreement, the Licensee is responsible. City shall be the sole judge of the quality of the maintenance and damage of the Facilities, including, but not limited to, the furnishings, fixture, and 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. License Agreement with Manch Si rting National Championships 2 of 14 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 sound equipment at the City's prevailing rate. Licensee shall pay for Public Events Department technical personnel in the number and manner prescribed by the Director to work each Event using staging, lights, amplified sound, or related equipment. Any additional technical services will be provided by a City- 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 each yearly 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) calendar days after each yearly event will be considered abandoned and will become the property of the City, and 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 City 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 the Facilities, WRMC, or any part thereof by the Licensee or any agent, officer,or employee of the Licensee. Licensee hereby expressly releases and discharges City from any and all liability for any property damage or loss and personal injury, including, but not limited to, death, arising out of or in connection with, directly or indirectly, the occupancy or use of the Facilities and any and all activities conducted thereon 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 officers of Licensee and the right, with its officers and agents, including its police officers, to eject any objectionable person or persons (including, but not limited to, employees of the Licensee) from the Facilities or any portion of the WRMC. 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 the Facilities only, including, but not limited to, lighting, heat and air conditioning sufficient to make the Facilities comfortable(during event/show hours only), and water for ordinary use of the appliances installed but for no other purposes. The Director shall determine what constitutes ordinary use under this Agreement. 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 must have the words "GFCI protected" printed on the cord. All 120 volt extension cords shall be three-wire grounding type cords. Extension cords shall not be placed through doorways. Frayed or damaged cords shall not be used. 13.03 Licensee must contract with a City-approved vendor to handle all electrical requirements above and beyond that which are readily available. 14. SEATING CAPACITY 14.01 Licensee tickets sales and Facility occupancy shall be limited by the actual seating capacity of the Facility 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 requirements of the City's Police and Fire Departments,whichever is stricter. 15. EMERGENCY PERSONNEL 15.01 Licensee shall be responsible, at its own cost and expense, for providing 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. Standby ambulance service shall be required, at Licensee's Uoense Agreement with Ranch Sorting National Championships 3 of 14 expense,for any event, which in the sole discretion of the Director requires such service. Licensee shall be responsible for ensuring that all emergency personnel and ambulance service providers are paid in full. 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 principaVagent, 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 Facility, same shall be attended at all such times by security personnel furnished by Licensee and approved by Director. Licensee shall be responsible for ensuring that all security personnel service providers are paid in full. 17. FIRE MARSHAL 17.01 Licensee shall be responsible, at its own cost and expense, for providing such fire marshal services as deemed necessary for the Event as determined by Director. Licensee understands that fire marshal personnel are independent contractors. Licensee shall bear sole responsibility, if any, for reporting its payment for each fire marshal's services as taxable income to the Internal Revenue Service. Licensee shall be responsible for ensuring that all fire marshal service providers are paid in full. 18. NON-SMOKING FACILITY 18.01 Licensee understands that WRMC is a NON-SMOKING FACILITY and agrees to make a good faith effort to announce such fact hourly. 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 Facilities 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 SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS CITY AND CITY'S EMPLOYEES, REPRESENTATIVES, OFFICERS, AND SERVANTS (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES. LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES,(INCLUDING, BUT NOT LIMITED TO,COURT COSTS,ATTORNEYS' FEES AND COSTS OF INVESTIGATION),OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (INCLUDING, BUT NOT LIMITED TO, ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS)(1)RELATING TO THE USE OR OCCUPANCY OF THE FACILITIES BY LICENSEE, ITS EMPLOYEES, PATRONS,AGENTS, INVITEE, LICENSEES AND ANY PARTY USING THE FACILITIES OR (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF LICENSEE OR ANY INVITEE, LICENSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR OF LICENSEE, OR ANYONE LICENSEE CONTROLS OR EXERCISES CONTROL OVER OR(3)BY ANY BREACH,VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF LICENSEE UNDER THIS AGREEMENT (COLLECTIVELY, "LIABILITIES"), EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUATABLE TO ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT, INTENTIONAL CONDUCT, VIOLATION OF STATUTE OR COMMON LAW, BREACH OF License Agreement with ranch S)rting National Championships 4 of 14 WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR ANY OTHER ACT, OMISSION, OR CONDITION WHATSOEVER OF THE CITY OR ITS PROPERTY. 21.02 IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION UNDER THIS SECTION, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE INDEMNIFICATION OBLIGATION AND SHALL OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT. 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 the Director. The following insurance shall be evidenced by delivery to the Director of executed certificates of insurance or certified copies of policies, whichever is acceptable to the Director. A. Commercial General Liability(CGL) Insurance $1,000,000 each occurrence $2,000,000 aggregate limit B. Business Automobile Liability Insurance L $1,000,000 each accident on a combined single limit or $250,000 Property Damage;and $500,000 Bodily Injury per person per occurrence ii. The insurance policy shall be endorsed to cover "Any Auto", defined as autos owned, hired, and non-owned when said vehicle is used in the course of the Event herein. C. Workers'Compensation Insurance i. Part A: Statutory Limits ii. Part B: Employer's Liability a) $100,000 each accident b) $100,000 disease-each employee C) $500,000 disease-policy limit 22.02 Additional Requirements. A. Such insurance amounts shall be revised upward at the Director's reasonable option and no more frequently than once every 12 months, and Licensee shall revise such amounts within thirty(30)calendar days following notice to Licensee of such requirements. B. To the extent permissible by applicable law, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, representatives, officers, agents, and volunteers of City. C. All policies shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. D. Any failure on part of Director to request certificate(s)of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. License Agreement with Ranch Sorting National Championships 5 of 14 E. Insurers of Licensee's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to the Director insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A-: VIII or other equivalent insurance industry standard rating otherwise approved by the Director. F. Deductible limits on insurance policies shall not exceed $10,000 per occurrence unless otherwise approved by the Director. Deductibles shall be listed on the certificate of insurance. G. In the event there are any local, federal or other regulatory insurance or °bonding requirements for Licensee's operations, and such requirements exceed those specified herein, then such requirements shall prevail. H. Licensee shalt require its contractors and subcontractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Licensee shall require its contractors and subcontractors to provide Licensee and City with certificate(s) of insurance documenting such coverage. Also, Licensee shall require Its contractors and subcontractors to have City and Licensee endorsed as additional insureds (as their interest may appear)on their respective insurance policies. I. The term of insurance is for the duration of the License Period, which includes the period from the right of access to set-up through the period allowed for removal of property. J. The Licensee is responsible for providing the City with a thirty(30)calendar day 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. K. Any self-insured retention in excess of $25,000.00, affecting required insurance coverage, shall be acceptable to and approved by the Director 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 the Director. L. The 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 that all are at the sole risk of Licensee. M. For purposes of this insurance section, the terms "Owner', "City' or "City of Fort Worth" shall include all authorities, boards, bureaus, commissions, divisions, departments, and officers of the City and the individual members, representatives, officers, employees, and agents thereof in their official capacities and while acting on behalf of the City of Fort Worth. N. 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 the Director. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. When required, Excess Liability shall follow the form of the primary coverage. O. If coverage is underwritten on a claims-made basis, the retroactive crate snail oe coincident with or prior to the date of the License Period 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 Agreement and for five (5) years following termination or expiration of the Agreement. An annual certificate of insurance submitted to the City shall evidence such insurance coverage. P. Certificates of Insurance shall be delivered to the Will Rogers Memorial Center, 3401 West Lancaster Avenue, Fort Worth, Texas 76107, evidencing all the required coverages, including endorsements. License Agreement with rich Sorting National Championships 6 of 14 22.03 Licensee hereby waives subrogation rights for loss or damage against City, and its officers, agents, representatives, servants, and employees for personal injury(including, but not limited to, death), property damage, and 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 that 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. 22.05 Notwithstanding anything to the contrary, City may terminate this Agreement immediately upon the failure of the Licensee to provide acceptable documentation of insurance as required herein. 23. COMPLIANCE WITH LAW 23.01 Licensee shall ensure compliance with all federal, state, and local laws, statutes, rules, regulations, and ordinances including, but not limited to all, ordinances, charter provisions, rules and regulations of the City of Fort Worth. Licensee will not do or suffer to be done anything on the Facilities during the Initial Term and any Renewal Term 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 the Facilities by Licensee, Licensee will immediately desist from and correct such violation or vacate the Facilities. 23.02 Licensee will obtain and pay for all necessary permits, licenses, and taxes from any governmental agency with jurisdiction thereof. 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 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 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, but not limited to, 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 SHALL INDEMNIFY 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, tornadoes, hurricanes, arrests and restraints of governments and people, explosion and other occurrences or conditions of like nature. license Agreement with Ranch acting National Championships 7 of 14 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 Initial Term or any Renewal Term 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 have no right to assign, sell, or transfer its rights or obligations under this Agreement without the prior written consent of the City. Any purported transfer or assignment in violation of this provision shall be null and void and shall constitute a default hereunder. If assigned per the written consent of the City, Licensee agrees to ensure that any assignee 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 ("Events of Default") by Licensee under this Agreement: A. Licensee fails to pay any installment of the rent when due or any other payment of reimbursement to City required hereunder; B. Licensee attempts to assign this contract without the prior written consent of City; C. Licensee becomes insolvent or makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors; D. Licensee fails to comply with the insurance requirements set forth in this Agreement;or E. 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. If the City terminates this Agreement, 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 an Event of Default, 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 Citys 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. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: LioenseAgreenmt with Ranch 83rting National Championships 8 of 14 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: Ranch Sorting National Championships Attn: Dave Wolfe PO Box 1 Wellington, Colorado 80549 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 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 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 anyone 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 CONTRACTORINO PARTNERSHIP 34.01 It is expressly understood and agreed that Licensee shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Licensee shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors (except the City), and subcontractors. Licensee acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Licensee, and its officers, agents, employees, servants, contractors, and subcontractors. 34.02 Licensee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Licensee. It is further understood that the City shall in no way be considered a Co-employer or a joint employer of Licensee or any officers, agents, servants, employees, contractors, or subcontractors of Licensee. Neither Licensee, nor any officers, agents, servants, employees, contractors, or subcontractors of Licensee shall be entitled to any employment benefits from the City. Licensee shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or subcontractors. Lioense Agreement with Panch Sorting National Championships 9 of 14 Licensee shall also be responsible and liable for any and all acts or omissions of Licensee and its officers, agents, servants, employees, contractors, and subcontractors. 34.03 Licensee represents and warrants that all of its officers, agents, servants, employees, contractors, and subcontractors who perform any services under this Agreement are qualified and competent to perform such services. The Director reserves the right to refuse to permit any officer, agent, servant, employee, contractor, or subcontractor of Licensee from providing service under this Agreement for any reason, provided that if the conduct of the any such individual or entity is correctable, Licensee shall have first been notified of the objectionable conduct and shall have had the opportunity to correct it. 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. EXECUTED as of the date and year first above written in Fort Worth, Tarrant County, Texas. CITY OF FORT WORTH RANCH S TI G NATIONAL CHAMPIONSHIPS I \ By: h&,,— By: - � msan Alanis D .ve olfe Assistant City Manager President Approval R ed: By: Kirk N.\Sla66hter Director of Public Events APPROVED AS TOOFFORM A D LEGALITY: 1 By: Tyler F. Wallach Assistant City Attorney V®Rt ATTEST: ® °°°°°°°°O°° �► 00-0 C O� By: 0 8� Mary K ysbr V o City Secretary ° 0 X AGREEMENT AUTHORIZATION: No M&C required rOFFFICIAL RECORD SECRETARY WORTH,RECO] HoenseAgreement with Rands,93rting National Championships 10 of 14 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. I) Will Rogers Coliseum (1) Includes all dressing rooms, office areas (not available prior to the first show day of each show year) ii) Burnett Buildinq (1) Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens (not available prior to the first show day of each show year) iii) Richardson-Bass Building (1) Includes John Justin Arena, all stalls and cattle pens, James L. and Eunice West Arena, Brown-Lupton North and South Exhibits Areas, Coburn Room, all available meeting rooms and office areas iv) Equestrian Multi-Purpose Building (1) Includes all stalls and arenas if needed V) The Pavilion with 128' x 250'arena b) YEARS 2018—2020("Initial Term") i) 2018 (1) June 8: Move in to designated office areas and arenas by show staff and show decorator ONLY (2) June 9-10: Move in and exercise beginning at 7:00 a.m. (a) Any livestock arriving on show grounds prior to 7:00 a.m.. Saturday, June 9.2018 will be considered early arrivals. (3) June 11-16: Show Dates (4) June 17: Move out must be completed by 12:00 a.m. ii) 2019 (1) June 7: Move in to designated office areas and arenas by show staff and show decorator ONLY (2) June 8-9: Move in and exercise beginning at 7:00 a.m. (a) Any livestock arriving on show grounds prior to 7:00 a.m., Saturday, June 8. 2019 will be considered early arrivals. (3) June 10-15: Show Dates (4) June 16: Move out must be completed by 12:00 a.m. ill) 2020 (1) June 5: Move in to designated office areas and arenas by show staff and show decorator ONLY (2) June 6-7: Move in and exercise beginning at 7:00 a.m. (a) Any livestock arriving on show grounds prior to 7:00 a.m.. Saturday, June 6. 2020 will be considered early arrivals. (3) June 8-13: Show Dates (4) June 14: Move out must be completed by 12:00 a.m. IV) SHOW DATES BEYOND 2020—("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) 2021 Renewal—The first option to renew must be exercised in writing by Licensee within sixty (60) calendar days after the conclusion of its 2018 Event. (b) 2022 Renewal — The second option to renew must be exercised in writing by Licensee within sixty(60)calendar days after the conclusion of its 2019 Event. (c) If Licensee does not exercise its first renewal option, there shall be no second renewal term. Ucense Agreement with Rands Sorting National Championships 11 of 14 (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) 2021 (a) June 11: Move in to designated office areas and arenas by show staff and show decorator ONLY (b) June 12-13: Move in and exercise beginning at 7:00 a.m. (i) Any livestock arriving on show grounds prior to 7:00 a.m., Saturday, June 12, 2021 will be considered early arrivals. (c) June 14-19: Show Dates (d) June 20: Move out must be completed by 12:00 a.m. (3) 2022 (a) June 10: Move in to designated office areas and arenas by show staff and show decorator ONLY (b) June 11-12: Move in and exercise beginning at 7:00 a.m. (i) Any livestock arriving on show grounds prior to 7:00 a.m., Saturday, June 11,2022 will be considered early arrivals. (c) June 13-18: Show Dates (d) June 19: Move out must be completed by 12:00 a.m. 2) RENTAL RATE SCHEDULE a) In consideration for the rights and privileges granted to Licensee under this Agreement for the use of the Facilities, Licensee agrees to pay the rental rates set forth below for the Initial Term and any Renewal Term (collectively, "Rental Rates"). I) Will Rogers Coliseum (1) $1,250-Per Move In or Move Out Day (2) $1,250-Per Exercise Day(12 hours climate controlled) (3) $2,500-Per Show Day(All show hours climate controlled) ii) Burnett Building Stalls (1) $50-per stall used (2) There will be a $25.00 per day fee charged per stall occupied prior to 7:00 a.m.on the first move-in day or after midnight on the move-out day in each year contracted. iii) Burnett Cattle Pens (1) $300 Per Move In or Move Out Day (2) $600 Per Show Day iv) John Justin Arena (1) $1,000-Per Move In or Move Out Day (2) $1,000-Per Exercise Day(12 hours climate controlled) (3) $2,000-Per Show Day(All show hours climate controlled) V) James L. &Eunice West Arena (1) $450 Per Move In or Move Out Day (2) $1,000 Per Show or Sale Day(All show/sale hours climate controlled) vi) Brown-Lupton North Exhibit Area (1) $250-Per Move In or Move Out Day (2) $500-Per Show Day(All show hours climate controlled) vii) Brown-Lupton South Exhibit Area (1) $250-Per Move In or Move Out Day (2) $500-Per Show Day(All show hours climate controlled) viii) Richardson-Bass Building Stalls (1) $50-Per stall used (2) There will be a $25.00 per day fee charged per stall occupied prior to 7:00 a.m. on the first move-in day or after midnight on the move-out day in each year contracted. ix) Richardson-Bass Cattle Pens (1) $300 Per Move In or Move Out Day (2) $600 Per Show Day Uoense Agreement with Fanch Sorting National Championships 12 of 14 X) Equestrian Multi-Purpose Building Exercise Arenas (1) $500 -Per Arena per Move In, Exercise or Move Out Day (2) $1,000-Per Arena per Show Day xi) Equestrian Multi-Purpose Building Stalls (1) $50 -Per stall used (2) There will be a $25.00 per day fee charged per stall occupied prior to 7:00 a.m. on the first move-in day or after midnight on the move-out day in each year contracted. xii) The Pavilion with 128' x 250'arena (1) $500-Per Move In or Move Out Day (2) $500-Per Exercise Day (3) $1,000-Per Show Day b) The following City facilities are not included in the list of Facilities set forth in Exhibit A.1.a; however, if Licensee wishes to use any of the following additional City facilities for any annual Event, then Licensee must submit an annual request with its Event Plan (as hereinafter defined). Licensee shall pay the Rental Rates set forth below in the event that the City grants the Licensee the right to use such additional facilities. Any additional facility used by the Licensee for any given Event shall be included in the definition of Facility or Facilities and be subject to the terms and conditions of this Agreement. Notwithstanding anything to the contrary, the additional City facilities are subject to annual availability, and the City does not guarantee any availability for such additional City facilities. 1) W. R.Watt Arena (1) $750 -Per Move In or Move Out Day (2) $750-Per Exercise Day(12 hours climate controlled) (3) $1,500-Per Show Day(All show hours climate controlled) ii) Moncrief Building Stalls (1) $50-Per stall used (2) There will be a $25.00 per day fee charged per stall occupied prior to 7:00 a.m. on the first move-in day or after midnight on the move-out day in each year contracted. iii) 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 7:00 a.m.on the first move-in day or after midnight on the move-out day in each year contracted. IV) Show Arena (1) $150-Per Move In or Move Out Day (2) $300—Per Show Day C) On or before February 1 of each year of the Initial Term and any Renewal Term of this Agreement, Licensee shall provide the Director with a full and detailed outline, in writing, of the Facilities (which includes any additional City 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. The City reserves the right to license or lease any Facilities that are not listed in the Event Pian to oe used or occupied by Licensee. d) 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. e) The parties may amend this Agreement, in writing, to add additional dates or City facilities at the 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. Notwithstanding anything to the contrary, City does not guarantee any availability for additional dates or facilities. Lioense Agreement with Ranch 3)rting National Championships 13 of 14 f) 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) ADDITIONAL FEES AND CHARGES. The charges and expenses to be paid to the City or an approved City vendor or contractor, as applicable, by Licensee that are set forth below are in addition to the Rental Fee and shall be referred to herein as"Additional Fees." a) Shavings: 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. 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'/ cubic foot bag. The total fine amount will be at the sole discretion of the Director. b) Commercial ExhibitorNendor Space: Licensee will be invoiced $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. Any use of outside exhibit space must be agreed upon by Licensee and Director prior to May 1st in each licensed year. C) Trailer/RV Parking: Licensee may use any available space for trailer parking as designated by the Director at the prevailing parking rates. 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 market rates. Licensee shall be responsible for ensuring that all payments are made in a timely manner and shall be liable for nonpayment by Licensee's exhibitors. d) Arena Preparation and Clean-up: City will clean arena seating areas once daily prior to start of each show date contracted. City will also clean the main aisles of contracted livestock Facilities daily. City will provide a base level of arena footing for the Event, at its discretion. 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: 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. f) Third-Party Vendors and Contractors: To the extent that this Agreement requires Licensee to procure the services of a third-party contractor or vendor, including, but not limited to, catering, electrical distribution, additional labor and staffing, ambulance, fire marshal, and security, the costs for such services shall be borne by the Licensee and shall not be part of the Rental Fee. 4) PAYMENT SCHEDULE a) YEARS 2018 through 2022: i) Licensee shall pay the City a non-refundable Rental Fee deposit of$5,000.00 by no later than February 1 st of each calendar year of the Initial Term and any Renewal Term. ii) Licensee shall pay an additional non-refundable Rental Fee deposit of $20,000 by no later than May 1st of each calendar year of the Initial Term and any Renewal Term. 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 Rental Charges and any Additional Fees set forth in this Exhibit A. IV) Any and all payments shall be made payable to the City of Fort Worth at the office of the Director at Will Rogers Memorial Center. 5) ANNUAL INCENTIVE a) Upon conclusion of each yearly Event, City will apply an annual Facility Rental Fee credit equal to 25% of the total Rental Fee, excluding stalls, with rental of 800-1,000 City-owned stalls or 35% of the total Rental Fee, excluding stalls, with rental of over 1,000 city-owned stall. The Facility Rental Fee credit will be applied against the invoice of final charges. b) A minimum of 800 City-owned stalls must be rented during each annual Event to be eligible for the Facility Rental Fee credit. License Agreement with Rands S)rting National Championships 14 of 14