HomeMy WebLinkAboutContract 51931 CITY SECRETARY
CONTRACT NO._ 5
CITY OF FORT WORTH
PUBLIC EVENTS DEPARTMENT
WILL ROGERS MEMORIAL CENTER
3401 W LANCASTER AVENUE
RECEIVED FORT WORTH, TEXAS 76107
FEB 18 2019
LICENSE AGREEMENT
CITY of FORT woRTH
CITYSECRETgRy American Quarter Horse Association
2019 through 2021
This license agreement ("Agreement") is made and entered into this day of Rbiwir2019,
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 American Quarter Horse Association ("Licensee"),a Texas
nonprofit 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 AQHA Select 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. (Facilities is defined in Exhibit A) 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 Events.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
d) Event Staffing/Security
City reserves the right to enter into agreements for exclusive subcontractor services at Will Rogers
Memorial Center at any time.
4. ALCOHOL RIGHTS
4.01 Licensee must comply with City food and beverage requirements and must c€RtFae4wi#i4he-eurrent--
City concession services provider regarding the serving of any alcoholic beverage s- ces
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have no rights in the selling or dispensing of beer,wine, or any alcoholic liquors. [[�� CC.•�t 61®
CITY SECRETARY
License Agreement with American Quarter Horse Association FT, WORTH,TX
5. CONCESSION/SOUVENIR RIGHTS
5.01 The City reserves all concession, food and beverage rights, except The American Quarter Horse
Foundation's coffee station provided each morning on W.R.Watt Drive behind the John Justin Arena. Prior
to each Event, Licensee will have the right to review the City's then current price schedule for all items to
be sold by the City's exclusive provider of concession and alcoholic beverage services. 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 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, 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 Events.
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 Events 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.
6.02 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 f=acilities. 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. 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,
License Agreement with American Quarter Horse Association 2 of 14
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. EQUIPMENT
9.01 All equipment owned by Licensee must be removed from the WRMC immediately after completion of
the Events. 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.
10. PROPERTY LOSS
10.01 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.
11. REMOVAL OF DISORDERLY PERSONS
11.01 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
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.
12. UTILITIES/HVAC
12.01 City agrees to furnish the necessary light and existing electrical power for ordinary use only, in the
opinion of the City's Director of Public Events or his or her designee of said buildings, 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 appliances installed but for no other purposes. City shall not be
responsible for accidents and unavoidable delays.
12.02 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.
12.03 Licensee must contract with a City-approved vendor to handle all electrical requirements above and
beyond that which is readily available.
13. SEATING CAPACITY
13.01 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.
14. EMERGENCY PERSONNEL
14.01 Licensee shall be responsible, at its own cost and expense, to provide such emergency medical
services as it deems necessary for the Events. 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.
15. SECURITY PERSONNEL
15.01 Licensee shall be responsible for providing and paying for,at its sole cost and expense,such security
services and personnel as deemed necessary for the Event by the Director in the Director's sole discretion.
At a minimum, one security officer will be required on a 24-hour basis from move-in through move-out of
livestock and vendors. Additional security officers will be required for heavy move-in and/or move-out,events
with alcoholic beverages served, locations with unsecured merchandise and any other instances deemed
necessary by the Director.
License Agreement with American Quarter Horse Association 3 of 14
15.02 All security personnel shall be certified peace officers of the State of Texas or approved WRMC
security companies. Any officers will be approved and scheduled by the Director.
16. FIRE MARSHAL
16.01 Licensee shall be responsible, at its own cost and expense,to provide such fire marshal services as
deemed necessary for the Events 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.
17. NON-SMOKING FACILITY
17.01 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.
18. OBSTRUCTIONS
18.01 Sidewalks, entries, passage vestibules, halls, elevators, or access ways to public utilities of the
premises 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.
19. PARKING
19.01 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 fifteen
(15) complimentary parking passes per day, upon request, to be used during the Events each year of this
Agreement.
20. INDEMNIFICATION
20.01 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
(1) RELATING TO THE USE OR OCCUPANCY OF THE FACILITY BY LICENSEE, ITS EMPLOYEES,
PATRONS,AGENTS,INVITEE, LICENSEES AND ANY PARTY USING THE FACILITY FOR THE EVENT
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 LICENSE (COLLECTIVELY, "LIABILITIES"), EXCEPT
TO THE EXENT THAT ANY LIABILITIES ARISE OUT OF OR RESULT SOLELY FROM THE
NEGLIGENCE OR WILFULL MISCONDUCT OF ANY INDEMNITEE.
21. INSURANCE
21.01 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
L $1,000,000 each occurrence
ii. $2,000,000 aggregate limit
B. Business Automobile Liability Insurance
i. $1,000,000 each accident on a combined single limit
or
$250,000 Property Damage; and
License Agreement with American Quarter Horse Association 4 of 14
$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
21.02 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.
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-: Vill or other equivalent insurance industry
standard rating otherwise approved by the Director.
F. Deductible limits on insurance policies shall not exceed $10,000 per occurrence unless
otherwise approved by the Director. Deductibles shall be fisted on the certificate of
insurance.
G. In the event there are any local, federal or other regulatory insurance or bonding
requirements for Licensee's operations, and such requirements exceed those specified
herein,then such requirements shall prevail.
H. Licensee shall require its contractors and subcontractors to maintain applicable insurance
coverages, limits, and other requirements as those specified herein; and, Licensee shall
require its contractors and subcontractors to provide Licensee and City with certificate($)
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.
License Agreement with American Quarter Horse Association 5 of 14
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 date shall be 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.
21.03 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.
21.04 Licensee shall not door permit to be done anything in or upon any portion of the Facilities, or bring
or keep anything therein or thereupon that will in anyway 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.
21.05 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.
22. COMPLIANCE WITH LAW
22.01 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 License
Period 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.
22.02 Licensee will obtain and pay for all necessary permits, licenses, and taxes from any governmental
agency with jurisdiction thereof.
23. FEDERAL COPYRIGHT ACT
23.01 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, BMl,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.
License Agreement with American Quarter Horse Association 6 of 14
23.02 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 byASCAP, BMI, SESAC, or
any other licensing agency.
24. AMERICANS WITH DISABILITIES ACT(ADA)
24.01 It is understood that the Events of Licensee are not an events of the City. Licensee acknowledges
that it is responsible for and will make available the goods and services offered at the Events 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.
25. FORCE MAJEURE
25.01 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.
25.02 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.
25.03 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.
26. ASSIGNMENT
26.01 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.
27. EVENTS OF DEFAULT
27.01 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.
28. TERMINATION
28.01 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.
28.02 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
License Agreement with American Quarter Horse Association 7 of 14
rental fees received by City as a result of reletting, and Licensee hereby waives any claim to such excess
rental amounts.
28.03 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.
29. NOTICES
29.09 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:
CITY:
Director of Public Events With Copy To:
Will Rogers Memorial Center City of Fort Worth
3401 W Lancaster Ave City Attorney's Office
Fort Worth,Texas 76107 1000 Throckmorton Street
Fort Worth Texas 76102
LICENSEE:
American Quarter Horse Association
Attn:Craig Huffhines
1600 Quarter Horse Drive
Amarillo,TX 79104
30. SOLE AGREEMENT,AMENDMENT, SEVERABILITY,ADDITIONAL TERMS
30.01 This written instrument constitutes the entire Agreement by the parties hereto conceming 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.
30.02 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.
30.03 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.
30.04 Licensee acknowledges that it has read, understands, and agrees to the additional terms stated in
Exhibit A.
31. SUCCESSORS AND ASSIGNS
31.01 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.
32. GOVERNING LAW AND VENUE
32.01 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.
33. INDEPENDENT CONTRACTORINO PARTNERSHIP
License Agreement with American Quarter Horse Association 8 of 14
33.01 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.
33.02 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. 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.
33.03 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.
34. AUTHORITY OF LICENSEE'S AGENT
34.01 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 AMERICAN QUARTER HORSE ASSOCIATION
r
By: By:
Su lalAlanis Craig Huffhines
Assistant City Manager Executive Vice President
Approval Recomm e
By:
Kirk N. Slaughter
Director of Public Events
APPROVED AS TO FORM AND LEG
By:
Tyler Wallach
Assistant t orney
ATTEST:
Mary Kayser { '
City Secretary ...... �k F"COAL RECORD
SECRETARY
License Agreement with American Quarter Horse Association WORT
�i
AGREEMENT AUTHORIZATION:
No M&C required
Contract Compliance Manager:
By signing, I acknowledge that i am the person
responsible for the monitoring and administration
of this contract, incl din curing all performance
and reporting require nt .
Name: David Reeves
Title: Senior Public Events Manager
OFFICIAL RECORD
CITY SECRETAff
License Agreement with American Quarter Horse Association 100
FT. WORTH,TX
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) 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
ii) Charlie and Kit Moncrief Building
(1) Includes W.R. Watt Arena, all stalls and exercise arena, all meeting rooms and
office areas
(2) Only available for the 2019 and 2020 Events
iii) Will Rogers Coliseum (includes base dirt)
(1) Only available for the 2021 Event
IV) Burnett Building
(1) Includes all stalls, Vet Clinic and exercise arena and office areas
(2) Only available for the 2021 Event
V) Equestrian Multi-Purpose Building
(1) Includes all stalls and arenas if needed
vi) The Pavilion with 128'x 250'arena
vii) Cattle Barn 4—Use of this facility is limited to stall rentals on a per stall basis
viii) Outdoor Exercise Arena—South Red Lot(shared use)
b) YEARS 2019—2021 ("Term")
i) 2019
(1) August 23: Staff move-in to office areas
(2) August 24-26: Move in and exercise beginning at 8:00 a.m.
(a) Any livestock arriving on show grounds prior to 8:00 a.m.. Saturday,
August 24,2019 will be considered early arrivals.
(3) August 27-31: Show Dates
(4) September 1: Move out must be completed by 12:00 a.m.
li) 2020
(1) August 28: Staff move-in to office areas
(2) August 29-31: Move in and exercise beginning at 8:00 a.m.
(a) Any livestock arriving on show grounds prior to 8:00 a.m.,Saturday,August
29,2020 will be considered early arrivals.
(3) September 1-5: Show Dates
(4) September 6: Move out must be completed by 12:00 a.m.
ii) 2021
(1) August 27: Staff move-in to office areas
(2) August 28-30: Move in and exercise beginning at 8:00 a.m.
(a) Any livestock arriving on show grounds prior to 8:00 a.m., Saturday,
August 28,2021 will be considered early arrivals.
(3) August 31-September 4: Show Dates
(4) September 5: Move out must be completed by 12:00 a.m.
C) FEES
i) Rental Fee. Licensee agrees to pay City an annual flat rental fee of$75,000.00 per Event
in 2019 and 2020 and$81,000.00 per Event in 2021 ("Rental Fee"). The Rental Fee shall
include the following items:
(1) Rental of the Facilities for the dates set forth in Exhibit A, Section 1.b above
pursuant to the terms and conditions of this Agreement
(2) Up to 1,000 city-owned stalls in the Facilities. If additional stalls are required,
Licensee agrees to pay the rates listed below.
License Agreement with American Quarter Horse Association I I of 14
(3) Rental and set-up of City-owned tables, chairs, stage risers, panels, 1 roping
chute,2 tractors and implements,and sound equipment(e.g.,microphones,mixer,
CD player, speakers, spotlight,etc.) as required for the Event.
(4) Labor to set and remove the above-listed City-owned equipment and clean-up
following the Event, including any necessary dumpsters.
(5) Commercial vendor spaces inside and outside of contracted Facilities.
(6) Diesel fuel for City-owned tractors
iii) 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."
(1) Additional Facilities and Dates: Licensee shall pay the City for the use of any
additional City facilities and additional dates for the Event not included in Exhibit
A, Sections 1.a and 1.b. in accordance with Exhibit A, Section 2.
(2) Shavings: City retains exclusive rights for the sale of ail shavings at the prevailing
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 3'1 cubic foot bag. The total fine amount will be at the sole discretion of the
Director.
(3) 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 rates. Licensee shall be responsible for
ensuring that all payments are made in a timely manner.
(4) 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.
(5) 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.
(6) 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.
2) RENTAL RATE SCHEDULE FOR ADDITIONAL EVENT FACILITIES OR EVENT DATES
a) if Licensee wishes to use any of the Facilities outside of the dates listed in Exhibit A, Section 1.b
or desires the use of any additional City facilities not set forth in Exhibit A, Section 1.a, then
Licensee shall pay the rates listed below:
1) 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) $55- 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
License Agreement with American Quarter Horse Association 12 of 14
(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(A[[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 showlsale 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)
vill) Richardson-Bass Building Stalls
(1) $55- Per stall used
(2) There will be a $26.00 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
X) Moncrief Building Stalls
(1) $55-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.
A) 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)
xii) 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
xiii) Equestrian Multi-Purpose Building Stalls
(1) $55- 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.
xiv) 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
xv) Cattle Barn 4 Stalls
(1) $55- 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.
xvi) Round Up Inn
(1) $1,250- Per Move In or Move Out Day
(2) $2,500—Per Show Day
xvii) 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.The City does not guarantee any availability
for additional dates or facilities.
3) PAYMENT SCHEDULE
a) YEARS 2019 through 2021:
(1) Licensee shall pay a non-refundable Rental Fee deposit of$5,000.00 by no later
than January 1 st of each calendar year of the Term,which shall be applied toward
the total Rental Fee.
License Agreement with American Quarter Horse Association 13 of 14
(2) Licensee shall pay an additional non-refundable Rental Fee deposit of$20,000 by
no laterthan July 1st of each calendar year of the Term,which shall also be applied
toward the total Rental Fee.
(3) 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 this Exhibit A.
(4) 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.
4) ANNUAL INCENTIVE
a) YEARS 2020 AND 2021:
i) Upon the conclusion of each yearly Event in 2020 and 2021,the City will apply an annual
Facility Rental Fee credit of$8,000.00 per each annual Event. The Facility Rental Fee
credit will be applied against the invoice of final charges.
fi) The City and Visit Fort Worth will sponsor the Exhibitor Party at each annual Event.
License Agreement with American Quarter Horse Association 14 of 14