HomeMy WebLinkAboutContract 53899 I� CITY SECRETARY
CtMTRAG 10.
TRUST FUND EVENT SUPPORT CONTRACT
This TRUST FUND EVENT SUPPORT CONTRACT ("Agreement") is made and
entered into by and between the CITY OF FORT WORTH("City"), a home-rule municipality
organized under the laws of the State of Texas and CRUZ BAY PUBLISHING, INC. d/b/a
UNITED STATES TEAM ROPING CHAMPIONSHIPS ("Company").
RECITALS
The City and Company hereby agree that the following statements are true and correct and
constitute the basis upon which the City and Company have entered into this Agreement;
A. Company operates the 2020 United States Team Roping Championships (USTRC)
National Finals ("Event"), which specific Event is held not more than one time in Texas or an
adjoining state in any year.
B. Company conducted a highly-competitive, multi-state, site-selection process
pursuant to an application by the City to evaluate the proper venue to conduct the Event and has
chosen the Will Rogers Memorial Center to serve as the sole venue for the Event or the sole venue
for the Event in a region composed of Texas and one or more adjoining states.
C. Company engaged Angie Highland, Highland Market Research ("Highland") to
prepare an Analysis of the Economic Impact of the Event for purposes of submitting to the Office
of the Governor Economic Development and Tourism ("EDT") to determine eligible Texas state
tax revenues generated by the Event.
D. TEx.REv. CIv. STAT,art. 5190,14, § 5C, as amended (as it may be amended from
time to time) ("Act") authorizes the EDT to establish the Event Trust Fund (the"Fund"). Funds
deposited into the Fund may be used by the City to fulfill its obligations under an event support
contract, as defined in the Act, governing the Event. This Agreement is intended to serve as such
event support contract.
E. The EDT has, pursuant to subsection (b) of the Act, analyzed the incremental
increase in certain sales and use, hotel occupancy and mixed beverage tax receipts to be collected
by or on behalf of the City and the State of Texas directly attributable to the preparation for and
presentation of the Event and related activities.
F. Based on its analysis, the EDT, by letter to City dated April 10, 2020, has
determined that the State will deposit an estimated amount of$215,053.00 of State funds into the
Fund if matched by $34,409,00 in remittances by or on behalf of the City, for an estimated total
Fund amount of$249,462,00. As an endorsing municipality under the Act, the City has or will
remit$34,409.00 to the EDT for deposit into the Fund.
G. The Act provides that the money in the Fund may be used for "...the payment of
costs relating to the preparations necessary for the conduct of the event and the payment of costs
OFFICIAL RECOW
Trust Fund Tivent Support Contract with USTRC IT i?l �
FT WORTHI X
of conducting the event, including improvements or renovations to existing facilities or other
facilities and costs of acquisition or construction of new facilities or other facilities"("Permissible
Uses").
H. The obligations of the Parties under the Agreement are set forth in Section 5,which
the Parties agree are, without limitation, necessary for the City to provide incremental services
necessary for the Event as well as other costs necessary for City to host the Event and for Company
to conduct the Event.
1. Pursuant to Resolution No. 3513-08-2007 adopted on August 14, 2007, the City
Council of the City has authorized the City Manager to negotiate agreements that promote events
benefitting the City and secured, in part, on account of the Fund and the provisions of the Act.
NOW,THEREFORE,for and in consideration of the premises, undertakings,and mutual
covenants of the parties set forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
1. RECITALS.
The parties agree that the recitals set forth above in this Agreement are true and correct,
and the representations, covenants, and recitations set forth therein are made a pant hereof for all
purposes.
2. TERM.
This Agreement is effective as of April 10, 2020 and shall remain in full force and effect
until the later of(i)December 31, 2021 or (ii) the date as of which all funds have been disbursed
in accordance with the Act and with this Agreement,unless terminated earlier pursuant to the terms
of this Agreement.
3. APPLICATION FOR EVENT TRUST FUND DISBURSEMENT.
The City has previously applied to the EDT for the creation of the Fund for the Event under
the provisions of Act.
4. TRUST FUND DEPOSIT.
In consideration of Company's selection of Will Rogers Memorial Center as the sole site
for the Event,the City will remit a total of$34,409.00 for the Event to the EDT, as set forth in the
April 10,2020,letter that was issued by the EDT estimating the incremental increase in tax revenue
under the Act as a result of the Event and setting forth the contribution to the Fund by the City(the
"City Remittance"). The City Remittance is intended to trigger the State of Texas contribution to
the Fund under the terms of the Act. The City Remittance plus the contributions by the State of
Texas to the Fund in accordance with the Act shall be referred to herein as the "Total Fund
Amount."
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5. GENERAL OBLIGATIONS OF THE PARTIES.
a. Commix.
(i) Company is obligated to hold and conduct the Event at the Will Rogers
Memorial Center on September 8-13,2020.
(ii) Company also agrees that the covenants and promises made in this
Agreement, including, but not limited to,the Company's expenses set forth
in this Section are necessary to prepare for and conduct the Event.
b. city.
(i) The City is obligated to host the Event.
(ii) The parties recognize that the Company is the Event expert and has the
structure and mechanisms in place to properly and adequately perform the
functions necessary to prepare for and conduct the Event. In addition to
hosting the Event, the City's obligation under this Agreement shall be to
pay the Company for the necessary, reasonable, and actual expenses
required to prepare for and conduct the Event as a means to reimburse the
Company to help cover the costs of the Event, including in areas of which
the City lacks expertise. These expenses may include, but are not limited
to, the following:
(A) Advertising and marketing promotions of the Event, including
printing and production costs;
(B) Awards distributed at the Event including trophies,ribbons,medals,
jackets,vests, sashes,plaques, saddles and belt buckles;
(C) Cost of specialized arena footing used for competition;
(D) Lease,transportation,and feed for cattle to be used in competition;
(E) Rental cost of facilities for the Event;
(F) Rental cost of equipment for the Event;
(G) Officials, judges and staff hired or contracted specifically for the
Event;
(H) Security and paramedics;
(1) On site veterinarian;
(J) Drug testing fees;
(K) Health inspection station;
(L) Food provided on-site to event participants or other personnel
necessary to conduct the event; and
(M) Travel expenses including lodging, automobile mileage, rental car
and commercial airfare for event participants or other similar
persons directly related to the conduct of the event, provided that
said individual does not reside in the events market area
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(iii) The City shall be responsible for distributing the Total Fund Amount to
reimburse the City and Company for the expenses set forth in Section 5,with the
Company receiving reimbursement for actual expenses incurred by the Company
up to a maximum of 75%of the Total Fund Amount.
(iv) The Company shall provide invoices to the City for expenses incurred for
the Event. The Company shall provide any supporting expense documentation as
required by the City or as requested by the EDT to the full satisfaction of both the
City and the EDT for the Event, The City will make payment(s) to the Company
within thirty (30) business days after receipt of such payment from the EDT in
accordance with the terms of this Agreement. The City will be responsible for
dealing with the EDT with respect to disbursements from the Fund and distributing
the Total Fund Amount in accordance with the terms of this Agreement.
(v) Any payments to the Company as set forth in this Agreement are limited to
the maximum amount available from and approved for eventual distribution from
the Fund established for the Event and must be eligible for payment by the Events
Trust Fund program, Under no circumstances shall the City be obligated to
Company for more than that maximum sum when, and if, received from the Fund
for the Event. The Company shall not seek, and will not be entitled to, payment
from the City for any costs not distributed by the EDT from the Fund established
for the Event.
(vi) Notwithstanding anything to the contrary, City may withhold all
distribution of payments to Company under this section if Company has any
outstanding obligations owed to the City pursuant to any contract with the City. If
the City withholds any funds for this reason, then the City shall provide a written
statement to Company, detailing the outstanding obligations. Company shall have
thirty(30) calendar days from the date it receives City's written statement to cure
any such outstanding obligations ("Cure Period"). The Cure Period can be
extended by written agreement of the City and Company. Notice shall be as
prescribed in Section 11. If Company cures its outstanding obligations within the
Cure Period, then the City will make distributions from the Total Fund Amount in
accordance with the procedures set forth in in this Section, which procedures will
begin anew on the date Company cures its outstanding obligations to the City. If
Company fails to cure its obligations within the Cure Period, then the City has the
absolute right to offset any amount owed to the City by Company against the Total
Fund Amount and take immediate possession of such funds to satisfy all
outstanding obligations. The City and Company acknowledge that any such offset
shall not be construed as a distribution of Funds under this Agreement, but as
payment by Company of funds owed to the City for application toward any
outstanding obligations owed to the City. If the City exercises its right of offset,
then Company hereby waives its right to receive any reimbursement or distribution
from the Total Fund Amount under this Agreement that is subject to the offset
amount. To the extent that any funds remain from the Total Fund Amount after the
City applies the above-stated offset, then the City will distribute such funds in
accordance with the terms of this Agreement. If the offset is not sufficient to
discharge all of Company's outstanding obligations to the City, Company will
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continue to be obligated to pay the City all amounts remaining after application of
the offset, and the City will retain all legal rights and remedies available to it to
collect such amounts.
G. COMMITMENT OF COMPANY.
In consideration of the benefits set forth herein, Company will use commercially
reasonable efforts to conduct the Event during the Term at Will Rogers Memorial Center.
Company will also cooperate with the City in documenting costs incurred by Company for the
Event to evidence the Permissible Uses. Company will pay the City an amount equal to the City
Remittance contemporaneously upon the City's distribution to Company from the Total Fund
Amount in accordance with Section S above.
7. DOCUMENTATION.
Company hereby certifies and warrants that all documentation submitted to the City fully
and accurately represents the actual costs incurred by Company in hosting the Event and is
consistent with the Permissible Uses under the Act. Company shall be liable to the City for any
damages resulting from a breach-of this section. This section shall survive the expiration or
termination of this Agreement.
8. NON-EXCLUSIVE REMEDIES.
No remedy herein conferred or reserved is intended to be exclusive of any other available
remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition
to every such remedy given under this Agreement or now or hereafter existing at law or in equity
or by statute. It is expressly agreed that the remedy at law for breach by a party of its obligations
hereunder may be inadequate in view of the complexities and uncertainties in measuring the actual
damages that would be sustained by reason of either party's failure to comply fully with each of
such obligations. Accordingly, the obligations of each party hereunder are expressly made
enforceable by specific performance. If it becomes necessary for any party to this Agreement to
bring suit to enforce or interpret the provisions hereof, the prevailing party to such suit shall be
entitled to its reasonable and necessary attorney's fees and costs.
9. TERMINATION FOR CAUSE.
The City may terminate this Agreement if Company fails to comply with any term,
provision, or covenant of this Agreement in any material respect. If an event of default occurs,
City shall give written notice that describes the default in reasonable detail to the Company. The
Company must cure such default within thirty(30)calendar days after receiving notice from City,
unless otherwise agreed to in writing by the parties. If the Event is cancelled for any reason, then
this Agreement will terminate immediately and the City shall not be held responsible or liable for
its obligations hereunder.
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10. SEVERABILITY.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under
present or future laws,the legality, validity, and enforceability of the remaining provisions of this
Agreement shall not be affected thereby, and this Agreement shall be liberally construed so as to
carry out the intent of the parties to it.
11. NOTICES.
Any notice, request, or other communication required or permitted to be given under this
Agreement shall be given in writing by delivering it against receipt for it, by depositing it with an
overnight delivery service or by depositing it in a receptacle maintained by the United States Postal
Service, postage prepaid, registered, or certified mail, return receipt requested, addressed to the
respective parties at the addresses shown herein (and if so given, shall be deemed given when
mailed). Notice sent by any other manner shall be effective upon actual receipt by the party to be
notified. Actual notice,however and from whomever given or received, shall always be effective
when received. Any party's address for notice may be changed at any time and from time to time,
but only after thirty (30) days' advance written notice to the other parties and shall be the most
recent address furnished in writing by one party to the other parties. The giving of notice by one
party which is not expressly required by this Agreement will not obligate that party to give any
future notice.
CITY; CRUZ BAY PUBLISHING,INC.d/b/a
UNITED STATES TEAM ROPING
CHAMPIONSHIPS
City of Fort Worth
Attn: Director,Public Events Dept. Attn.Ty Yost
200 Texas Street 7500 Alamo Road NW.
Fort Worth, TX 76102 Albquerque,New Mexico 87120
With copies to;
the City Manager and
the City Attorney
at the same address
12. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
This Agreement is subject to all applicable federal,state,and local laws, ordinances,rules
and regulations, including, but not limited to, all provisions of the City's Charter and ordinances,
as amended; provided, however, that any future Charter or ordinance amendment shall not be
deemed to modify, amend,or negate any provision of this Agreement.
13. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement,the City does not waive or surrender
any of its governmental powers or immunities.
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14. NO WAIVER.
The failure of any party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder shall not constitute a waiver of that patty's
right to insist upon appropriate performance or to assert any such right on any future occasion.
15. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision 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--Font Worth
Division. This Agreement shall be construed in accordance with the laws of the State of Texas.
16. NO THIRD-PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the City and
Company and any lawful assign or successor of Company, and are not intended to create any
rights, contractual or otherwise,to any other person or entity.
17. FORCE MAJEURE.
It is expressly understood and agreed by the parties to this Agreement that if the
performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of
God, inclement weather,or other circumstances that are reasonably beyond the control of the party
obligated or permitted under the terms of this Agreement to do or perform the same, regardless of
whether any such circumstance is similar to any of those enumerated or not, the party so obligated
or permitted shall be excused from doing or performing the same during such period of delay, so
that the time period applicable to such performance shall be extended for a period of time equal to
the period such party was delayed.
18. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly
for or against any party,regardless of the actual drafter of this Agreement.
19. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
20. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement between the City and
Company, and any lawful assign and successor of Company, as to the matters contained herein.
Any prior or contemporaneous oral or written agreement is hereby declared null and void to the
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extent in conflict with any provision of this Agreement. This Agreement shall not be amended
unless executed in writing by all parties.
21. COUNTERPARTS.
This Agreement may be executed in any number of counterparts with the same effect as if
all of the parties had signed the same document. Such executions may be transmitted to the other
party by digital scan or facsimile and such scanned or facsimile execution shall have the full force
and effect of an original signature, All fully executed counterparts,whether original executions or
scanned or facsimile executions or a combination, shall be construed together and shall constitute
one and the same agreement,
22. AMENDMENT.
No amendment,modification,or alteration of the terms of this Agreement shall be binding
unless the same is in writing, dated subsequent to the date hereof,and duly executed by the Parties
hereto.
23. INDEMNIFICATION AND RELEASE.
a. COMPANY COVENANTS AND AGREES TO AND DOES HEREBY
INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY
FROM AND AGAINST ANY AND ALL CLAIMS,LAWSUITS,JUDGMENTS,ACTIONS,
CAUSES OF ACTION,LIENS,LOSSES,EXPENSES, COSTS,FEES (INCLUDING,BUT
NOT LIMITED TO,ATTORNEY'S FEES AND COSTS OF DEFENSE),PROCEEDINGS,
DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS OF ANY KIND OR NATURE,
INCLUDING,BUT NOT LIMITED TO,THOSE FOR PROPERTY OR MONETARY LOSS,
OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF
WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING
OUT OF, IN CONNECTION WITH, OR RESULTING FROM ANY ACT, ERROR, OR
OMISSION OF COMPANY AND ITS RESPECTIVE OFFICERS,AGENTS,EMPLOYEES,
DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION
WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR
NONPERFORMANCE OF THIS AGREEMENT.
b. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR
AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM,
COMPANY, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR
PROCEEDING, AT COMPANY'S EXPENSE, BY OR THROUGH ATTORNEYS
REASONABLY SATISFACTORY TO CITY,
C. 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 23, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE
INDEMN1141CATION OBLIGATION AND SHALL OPERATE TO AMEND THE
INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO
BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF
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SUCH LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION
OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT.
d. Company agrees to and shall release City from any and all liability for any damage
or loss sustained or caused by Company in connection with or incidental to performance under this
Agreement.
e. This section shall survive the expiration or termination of this Agreement.
24. AUDIT.
Company agrees that City and its internal auditor will have the right to audit, which shall
include,but not be limited to,the right to complete access to and the right to examine,the financial
and business records of Company that relate to this Agreement, including, but not limited to, all
necessary books, papers, documents, records, and personnel, (collectively"Records") in order to
determine compliance with this Agreement. The Company shall snake all Records available to
City at 200 Texas Street,Port Worth,Texas or at another location in City acceptable to both parties
within thirty (30) days after notice by City and shall otherwise cooperate fully with City during
any audit. Notwithstanding anything to the contrary herein, this section shall survive expiration
or earlier termination of this Agreement.
25. ASSIGNMENT.
Neither party hereto shall assign or transfer its interest herein without prior written consent
of the other party, and any attempted assignment or transfer of all or any part hereof without such
prior written consent shall be void. This Agreement shall be binding upon and shall inure to the
benefit of City and Company and its respective successors and permitted assigns.
26. AUTHORIZATION.
By executing this Agreement, Company's agent affirms that he or she is authorized by the
Company to execute this Agreement and that all representations made herein with regard to
Company's identity, address, and legal status (corporation, partnership, individual, dba, etc.) are
true and correct.
27. REVIEW OF COUNSEL.
The Parties acknowledge that each Party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement
or exhibits hereto.
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EXECUTED to be EFFECTIVE as of the date set-forth Section 2 of this Agreement;
CITY OF FORT WORTH- CRUZ BAY--P- BLISHING,INC. d/b/a
UJ-j
TAY S TEAM ROPING
C111H)PS
Jesus Chapa
Assistant City Manager Presider 'Roping Operations
Date: (� y�iJ Date
APPROVED AS TO FORM AND LEGALfTY:
Tyler F. Wallach
Assistant City Attorney 7i.
ATTEST
ry J. I e , .,.
ity Secretar
.........................
CITY OF FORT WORTH USE ONLY
Contract Compliance Manager;
By signing I acknowledge that I am the person responsible
for the u-rotiitoring and administration of this contract, including
ensuring all performance and reporting requirements,
vl/
Brandy, e-ir
Program Coordinator
Contract Autborization:
City Council Resolution Number 3513-08-2007
(CRY JCR E L'G RV
F'li svwo F,Er IT n
Trust Fmid Emit Support C0111ract with USTRC