HomeMy WebLinkAboutContract 54006 Gin SECRETARY
oA HOST AGREEMENT
2021 BASSMASTER CLASSIC
This HOST AGREEMENT("Agreement")is made and entered into by and between the
CITY OF FORT WORTH("City"),a home-rule mu nicipa* organized under the laws of the
State of Texas; FORT WORTH CONVENTION AND VISITORS BUEARU, d/b/a VISIT
FORT WORTH ("VF4 W"), a Texas non-profit corporation; and the B.A.S.S.,LLC("BASS"),a
Delaware limited liability company.
RECITALS
The City, VFW, and BASS (collectively, "Parties") hereby agree that the following
statements are true and correct and constitute the basis upon which the Patties have entered into
this Agreement:
A. Since 1968, BASS,which is recognized as the worldwide authority on bass fishing,
has been dedicated to enhancing the sport of bass fishing by advocating for access,conservation,
and youth fishing.
B.• BASS sanctions and governs multiple bass fishing events throughout the United
States on an annual basis, and the process for deciding where to hold a sanctioned event is highly
competitive and takes into account many factors,includiarg, but not limited to, venue requirements
that include a large arena,expo center, and a boat service yard; healthy bass fishery; airport with
significant lift; market area history of supporting fishing; the competition schedule; travel
requirements for competitors and officials; weather conditions; andBASS's overall business goals.
C. The Bassmaster Classic, which is one of BASS's sanctioned events, is an annual,
three-day event that is recognized around the world as fishing's world championship.
D. The Bassmaster Classic delivers substantial economic benefits to its host cities by
way of the thousands of attendees and hotel room nights, along with media coverage through major
platforms such as ESPN 2, ESPN Classic, Bassmaster.com, Bassmaster and B.A.S.S. Times
magazines, and Bassmaster Social Media Channels.
1 . VFW is a Texas non-profit corporation that is organized for the exclusive purpose
of promoting the public interest in the City of Fort Worth, Texas,and its metropolitan area.
F. VFW, through an agreemetrt with the City, has been tasked with providing focused
sports marketing for the City to further enhance the impact of sports tourism on the Fort Worth
area by attracting new investments, expanding the vision of marketing Fort Worth nationally,
creating an increased focus on community events and a vision for venue support and expansion,
and building a larger community-wide focus on sports marketing.
G. After conducting a highly competitive, multi-state, site-selection process pursuant
to an application by the City (in collaboration with VFW) to evaluate the proper site to conduct
Event Trust Fwid Agrooment between
City of Fort Worth,B.A.S.S.,LLC,and Visit Fort Worth fOFFICUAL IE.0 D
TY SECRE ARY
the Bassmaster Classic, BASS selected the City of Fort Worth for its 2021 Bassmaster Classic
("Event"}, which is not held more than one time in Texas or an adjoining state in any year.
H, The Event will take place over three days,from March 19-21, 2021, and include 52
of the worlds best anglers competing for a$1 million purse. Live weigh-ins will occur at Dickies
Arena, along with expo events at the Will Rogers Memorial Center ("WRMC"), both of which
are located in Fort Worth and directly adjacent to each.
1. TEx.REv. Ctv. STAT.art. 5190.14, § 5C,as amended (as it may be amended from
time to time) ("Act")authorizes the City to apply to the Office of the Texas Governor, Economic
Development and Tourism to establish an Events Trust Fund ("Fund") for this Event. Money
deposited into the Fund may be used to fulfill certain obligations under this Agreement and any
future event support contract,as defined in the Act,governing the Event.
J. 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 major
sporting or athletic events benefitting the City and secured,in part,on account of the Fund and the
provisions of the Act.
NOW, THEREFORE,for and ui 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 part hereof for all
purposes.
2. TERM
This Agreement is binding on the last date of execution by the Parties and effective
beginning on June 2, 2020 and will remain in full force and effect until the later of(i) December
31, 2021 or (ili) the date as of which all funds have been disbursed from the Fund in accordance
with the Act and with this Agreement, unless terminated earlier pursuant to the terms of this
Agreement. The Parties may agree,in writing, to extend the terra.
3. USE OF NAMES AND APPROVALS
a. BASS will name the City of Fort Worth as"Host" of the Event in press releases
and in the schedule of events published by BASS magazine and other materials.
The rights granted to City or BASS cannot be assigned, transferred, sublicensed or
sold to any other party.
$vent Trust Fund Agreement between
City offod Worth,BASS,LLC,and VFW 2 of 17
b. Subject to the terms and conditions of this Agreement,each party hereby grants the
other party permission to use its name in materials associated with the Event
provided that the party creating the materials obtains the other party's written
approval prior to such use:A party will submit for approval all materials that use
the other party's name a minimum of ten (10) business days prior to printing,
publishing or releasing the materials to the public. Approvals may be made via
email_
c. The Parties will not engage in unauthorized use of each other's name, logo, or
trademarks. Eachparty acknowledges and agrees that,except as expressly provided
herein, no right, property, license, or permission of any kind is given or acquired
by the execution, performance, or non-performance of this Agreement.
4. GENERAL OBLIGATIONS OF THE PARTIES
a. CITV
i. EVENTS TRUST FUND
1. The City will submit an.application to the EDT for the creation of a
Fund for the Event under the provisions of the Act.
2. The City will remit into the Fund the statutory deposit required by
the Act("City Remittance"). The City Remittance will trigger the
State of Texas contribution to the Fund under the terms of the Act.
3. The City will be responsible for dealing with the EDT with respect
to disbursements from the Fund and distributing the money in the
Fund.
4. The City will be responsible for distributing the Fund to reimburse
the City, VFW, and BASS for the expenses set forth in this
Agreement and the Event Support Contract, which will be executed
by the Parties at a later date,as follows:
a. If, after the EDT approves the actual attendance figures for
the Event, there is no reduction in disbursements from the
Fund for the Event (see Texas Government Code Section
480.0203 and Rule 184.30 of the Texas Administrative
Code), then reimbursement from the Fund will paid as
follows:
i. First, to the City to reimburse it for the full Host Fee
as set forth below.
ii, Second, to BASS to reimburse it for its obligation to
Event Trust FundAgreement hetmen
City of Fort Worth,BASS,LLC,and VFW 3 of 17
pay $300,000.00 in rental for the Dickies Arena as
set forth in Section 4(c)(ii)(1) of this Agreement.
iii, Third, to the City to reimburse it for the rental credits
setforth below in an amount up to $100,000.00.
iv. Fourth, to VFW to reimburse it for actual expenses
incurred to carry out its obligations under this
Agreement in an amount up to $425,000.00.
v. Lastly, all remaining amounts in the Fund to BASS
to reimburse BASS for any additional actual costs
incurred by it consistent with this Agreement and the
Events Trust Fund Agreement.
b. If the EDT reduces disbursements from the Fund to 55% to
74.99% as a result of the Event not meeting set attendance
goals (see Texas Government Code Section 490.0203 and
Rule 184.30 of the Texas Administrative Code), then
Reimbursement from the Fund will be paid as follows:
i. First, to the City to reimburse it for the full Host Fee
and rental credits of$100,000.00 as set forth below.
ii. Second, to BASS and VIA W to reimburse them on a
dollar-per-dollar basis for the following obligations:
1. BASS: $300,000.00 in rental for the Dickies
Arena asset forth in Section 4(c)(i)(1) of this
Agreement.
2. VFW: Actual expenses incurred to carry out
its obligations under this Agreement in an
amount up to $425,000.00.
iii. Lastly, all remaining amounts hi the Fund, if any, to
BASS to reimburse BASS for any additional actual
costs incurred by it consistent with this Agreement
and the Events Trust Fund Agreement.
c. If the EDT reduces disbursements from the Fund to 0% to
54.99% as a result of the Event not meeting set attendance
goals (see Texas Government' Code Section 480,0203 and
Rule 184.30 of the Texas Administrative- Code), then
Reimbursement from the Fund will be paid as follows:
L First, to the City to reimburse it for the full Host Fee
Event Trust Fund Agreement between
City ofFoit Wottly BASS,LLC,and VFW 4 of 17
as set forth below.
ii. Second, to VFW to reimburse it for actual expenses
incurred to carry out its obligations under this
Agreement in an amount up to $425,000.00.
iii. Third, to the City to reimburse it for the rental credits
set forth below in an amount up to$100,000.00.
iv. Fourth, to BASS to reimburse it for its obligation to
pay $300,000.00 in rental for the Dickies Arena as
set forth in Section 4(c)(ii)(1) of this Agreement and
any other obligations set forth in the Events Trust
Fund.
5. Any payments to BASS or VFW 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 Act.
ii. HOST FEE.
1. City will pay BASS a host fee of Five Hundred Thousand Dollars
and No Cents(5 S00,00 0.00)("Ilost Fee") in the following two(2)
installments:
a. $300,000 on or before October 1, 2020; and
b. $200,000 on or before March 1,2021.
2. Each installment payment will be made payable to B.A.S.S.,LLC,
P.O.Box, 2182, Birmingham, AL,35201, Tax ID#45-0517438.
3. Notwithstanding anything to the contrary, if the EDT does not
establish a Fund for the Event, then the City will not be required to
pay any portion of the Host Fee.
iii. RENTAL FACILITIES AND CREDITS. City will license to BASS the
use of the WRMC's Exhibit 'Hall, Poultry Barn,the Round-Up Inn,Barns 1
and 2 and the Tower Promenade, and other areas within WRMC as the
parties may agree to in writing, for the Event from March 15-22, 2021. As
a requirement by BASS for hosting the Event, City will apply a rental credit
to BASS of up to $100,000.00 for the use of the above-stated facilities,
which will be based on the actual facilities rented and the rental fees
associated therewith.
b. BASS.
Event Trust FundAgreemenr behwen
CRY ofFori Wortb,DAn LLC,and VFW 5 of 17
i. EVENT DATES AND LOCATIONS. BASS must hold and conduct the
Event at the Will Rogers Memorial Center and Dickies Arena from March
19—21, 2021.
ii. EVENT EXECUTION. BASS will obtain all necessary licenses and lake
or fishery permits; provide rules and regulations for the Event; solicit and
acquire all entries for the Event; arrange for all assignment of
marshals/observers during tournament briefing; pay the expenses of all
personnel specifically engaged by BASS to work iii connection with the
Event, including, but not limited to supervising and instructing all
volunteers working in connection with the Event; and arrange sponsor
exhibitions.
iii. OTHER TOURNAMENT EVENTS. BASS will conduct an expo in
conjunction with the Event held on Friday, Saturday, and Sunday of the
Event.
iv. TELEVISION. BASS will cause an audio-visual program of the Event
("Program") to be telecast on anESPN or similar television network unless
it is prevented from doing so for reasons beyond its control, conflicting
scheduling requirements, or other bona fide reasons. Any schedule for the
Program (whether or not City receives notice of it) is subject to change at
any time for any reason in ESPN's or similar network's sole discretion. City
will not cause,authorize, license, or permit any exhibition or distribution of
the Program or any portion thereof in any form by any means,uses,or media
whatsoever. Subject to BASS's prior written consent, not to be
unreasonably withheld, City and VFW may distribute clips of the Event in
promotional material, on its website, and for other purposes not hi conflict
with those of BASS.
v. PUBLIC RELATIONS,ADVERTISING, AND MEDIA EXPOSURE.
BASS will provide the following media exposure;
1. Publicize and provide a schedule of events for the Event.
2. List the host destination on www.bassmaster.com page dedicated to
tournament trail, including specific event web page.
3. Post Event results in Bassmaster Magazine, B.A.S.S. TIMES, and
www.bassinastencom.
4. Provide City and VFW the ability to distribute collateral to anglers
regarding the desti]ation and local businesses.
5. Broadcast a taped show on an ESPN or similar television network.
Event Trust Fund Agreement bet mum
City of Fort Worth.BASS,LLC and VFW 6 of 17
6. Broadcast live leader board and streaming video of the Event online.
7. Create and distribute stories on the tournament by KA.S.S.
Communications.
8. Provide information on destination and fishery to national media.
9. Provide local host mentions on-site during weigh-in each day.
10. Provide opportunities for local hosts to welcome anglers at
briefing/registration.
11. Provide at least four (4) voice-over mentions of host destination
during television broadcast.
12. Provide at least four (4) voice-over mentions of fishery during
television broadcast.
13.Provide complimentary One (1) Logo graphic of host destination
during the television broadcast.
14.Additional web links from Bassmaster.com to host web site to
promote event
15. One,(1)in-show feature on the TV broadcast, 5-10 seconds; City or
VFW to provide suggestions for features.
16.One (1) complimentary 10'x10' booth at the 2021 Bassmaster
Classic Expo. Booth expenses outside of booth rental are at the
expense of VFW.
17. Four (4) complimentary seats at the Night of Champions Dinner on
Wednesday of Classic week,
1 S. One(1)representative from City or VFW to greet anglers and media
at Media Day on Thursday of Event week.
vi. CITY REMITTANCE. Not later than five(5)business days after moneys
in the Fund have been fully distributed, BASS will pay the City an amount
equal to the City Remittance.
G. VFW
i. ADVERTISING AND MARKETING
1. VFW will partner with local and regional print, radio, television, and
Event Trust Fund Agreement betkeen
City of Foil Worik DA55,LLC,and VFW 7of 17
other sources to drive attendance to the weigh in. BASS Marketing
Department will work with VFW on content and placement and
media buys.
2. VFW will provide in-market signage, including, but not limited to,
streetpole banners, billboards, airport signage, and online ads,
ii. PAYMENT OF RENTAL COSTS FOR DICKIES ARENA AND
TENT
1. The rental cost of Dickies Arena is $625,000 of which VFW agrees
to pay $325,000 of the rental fee.BASS will be responsible for the
other $300,000 and any averages.
2. VFW will expend up to $125,000.00 to rent a 100' x 300' tent for
the Event to be used from March 15—22, 2021, which will need be
erected between Dickies Arena and WRMC. BASS will be
responsible for any overages.
iii. HOST FEE
1. 1n the event that the City is not required to pay the Host Fee to BASS
as a result of the EDT not establishing a Fund for the Event, then
VFW will be responsible for paying BASS the Host Fee pursuant to
the payment plan set forth in Section 4.a.ii.
5. EVENTS TRUST FUND DOCUMENTATION
a. BASS and VFW must cooperate with the City in documenting costs incurred by
BASS and VFW for the Event to evidencc any reimbursement €corn the Fund.
b. BASS and VFW must provide invoices to the City for expenses incurred for the
Event that are anticipated to be reimbursed from the Fund.
c. BASS and VFW must 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.
d. BASS must provide the City with any all attendance information needed to prepare
an attendance ceilification to the EDT based on an attendance tracking system
agreed to by the Parties prior to the start of the Event.
6. CANCELED OR RESCHEDULED EVENT
a. FORCE MAJEURE
Evenl TntstFwdAgreement between
City offort Worth,SASS,LLC,and VFW 8 of 17
i_ It is expressly understood and agreed by the parties to this Agreement that,
if the performance of any obligations hereunder is delayed or cancelled by
reason of war;civil commotion; acts of God; unusually inclement or severe
weather conditions; fire; pandemic (including, but not limited to, COVID-
19); epidemic; declaration of disaster or emergency by the State of Texas,
Tarrant County, or the City of Fort Worth; or other circumstances that are
reasonably beyond the control of the applicable 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 will be excused from doing or
performing the same during such period of delay, so that the tithe period
applicable to such performance will be extended for a period of time equal
to the period such party was delayed, unless the same results in canceling
the Event.
ii. Measures taken by the Office of Homeland Security/Office of Emergency
Preparedness("OHS"), State of Texas, Tarrant County, or the City of Fort
Worth to close facilities or venues related to the Event, for any reason,is an
act of government and, as such, is considered a force-majeure event.
IIowever, in the event of closure due to weather conditions or high water
levels, BASS will have the option, but not the obligation, if permitted by
the Office of Homeland 'Security and City, to allow participant anglers to
commence or continue the Event, upon BASS's receipt of a signed waiver
from each participant acknowledging the risk and indicating that participant
has been instructed in boating safety.
iii, The party asserting force majeure must give written notice and full
particulars of the force majeure, including how the force majeure event
prevents performance,to the other parties as soon as practicable,but no later
than fourteen (14) calendar days after the occurrence of the cause relied
upon. This time period may be extended by written agreement of the
parties.
iv. In the event of force majeure, BASS will make every reasonable effort to
work with the City and VFW to reschedule the Event to ensure that(1) the
Event continues to qualify for the ETF (either through a new application or
a continuation of the original one for the new Event dates)and (ii) the City
receives the benefit of its Host Fee.
1. Force Maicure Prior to the Start of the Event:If City and BASS
are unable to reschedule the Event within thirty (30) calendar days
after written notice of the force majeure event is sent to the parties,
then BASS must refund any amounts pald by the City as the Host
Fee.BASS must repay the Host Fee to the City within thirty (30)
calendar days after the expiration of the above-stated deadline.
Evenl Trust FtmdAgrearnent Wtvusen
City ofFon Won%BASS,LLC,and VFW 9 of 17
2. Force Ma'eure Duting the Event: if City and BASS are unable to
reschedule the Event within thirty (30) calendar days after written
notice of the force majeure event is sent to the parties, BASS must
provide the City with a pro rata refund of the Host Fee,based on the
number of days that the Event occurred. BASS must repay the Host
pro rata amount of the Host Fee to the City within thirty (30)
calendar days after the expiration of the above-stated deadline.
3. The timelines in this section may be extended by mutual written
agreement of the parties.
b. In addition, the Parties also agree and acknowledge that due to the expense, work,
and preparation necessaryfor the execution of the Event, BASS's obligation to hold
the Event and the City's obligation to host the Event are non-cancellable, except in
the case of a force majeure event, if BASS cancels the Event for any reason other
than force majeure, then BASS must provide the City with a full refund of its Host
Fee within thirty (30) calendar days after notifying the City, VFW,or the public of
the cancellation. Likewise, if the City cancels the Event for any reason other than
force majeure, then it will not be entitled to a refund of its Host Fee.
7. INSURANCE
a. BASS and VFW must provide the City with certificate(s) of insurance
documenting policies of the following minimum coverage limits that are to be in
effect prior to commencement of any work pursuant to this Agreement:
i. Covera&e and Limits
L Commercial General Liability
a. $1,000,000 Each Occurrence
b. $1,000,000 Aggregate
ii. Automobile Liability
1. $1,000,000 Each occurrence on a combined single limit basis
2. Coverage will be on any vehicle used by the BASS and VFW,their
employees, agents, representatives in the course of the providing
services under this Agreement. "Any vehicle" will be any vehicle
owned,hired and non-owned
iii. Worker's Compensation - Statutory limits
1, Employer's liability
a. $100,000 Each accident/occurrence
b. $100,000 Disease-per each employee
C. $500,000 Disease-policy limit
2. This coverage may be written as follows:
a. Workers' Compensation and Employers' Liability coverage
with limits consistent with statutory benefits outlined in the
Texas workers' Compensation Act(Art.8308 ---1.01 et seq.
nvent'rrust Fund Agreement between
City OPOO Wank BASS,LLC,and VFW 10 OM
Tex. Rev. Civ. Stat.) and minimum policy limits for
Employers' Liability �of $100,000 each
accidentloccurrence, $500,000 bodily injury disease policy
limit and$100,000 per disease per employee.
b. General Requirements
i. The commercial general liability and automobile liability policies must
name the City as an additional insured thereon, as its interests may
appear. The term City includes its employees, representatives, officers,
officials, agents,and volunteers in respect to the contracted services.
ii. The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
iii. A tninitnum of thirty (30)days'notice of cancellation or reduction in limits
of coverage must be provided to the City. Ten (10) days' notice is
acceptable in the event of non-payment of premium. Notice must be sent
to the Risk Manager, City of Fort Worth, 200 Texas Street,Fort Worth,
Texas 76102, with copies to the City Attorney at the same address.
iv. The insurers for all policies must be licensed and approved to do business
in the State of Texas. All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide, or have reasonably equivalent
financial strength and solvency to the satisfaction of Risk Management. If
the rating is.below that required, written approval of Risk Management is
required.
v. Any failure on the part of the City to request: required insurance
documentation will not constitute a waiver of the insurance requirement.
vi. Certificates of Insurance evidencing that the Contractor has obtained all
required insurance will be delivered to the City prior to the Contractor
proceeding with any work pursuant to this Agreement.
c. The City is insured for general liability under a self-insurance program covering
its limits of liability. The Parties agree that such self-insurance by City will,
without further requirement, satisfy all general liability insurance obligations of
City under this Agreement.
S. TERMINATION FOR CAUSE
The City may terminate this Agreement if BASS or VFW fails to comply with any term,
provision, or covenant of this Agreement in any material respect. If an event of default occurs,
City will give written notice that describes the default in reasonable detail to BASS or VFW, as
applicable. BASS or VFW, as appropriate, must cure such default within thirty (30)calendar days
Event Tnrst Fund Agreement between
City ofrort Worth,BASS,LLC,and VFW I1 ofi7
after receiving notice from City, unless otherwise agreed to in writing by the parties_ Except as
otherwise agreed to by the parties, if the Event is cancelled for any reason, then this Agreement
will terminate immediately and the City will not be hekl responsible or liable for Its obligations
hereunder.
9. 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 will not be affected thereby, and this Agreement will be liberally construed so as to
carry out the intent of the parties to it.
10.NOTICES
Any notice, request or other communication required or permitted to be given under this
Agreement trust 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 ifso given, deemed given when mailed).
Notice sent by any other manner will be effective upon actual receipt by the party to be notified.
Actual notice, however and from whomever given or received, will always be, effective when
received. Any party's address for notice may be changed at any time and from time-to-tithe, but
only after thirty (30) days' advance written notice to the other parties and trust be the most recent
address furnished hi writing by one party to the other parties. The giving of notice by one party
that is not expressly required by this Agreement will not obligate that patty to give any future
notice.
City: B.A.S.S.,LLC:
City of fort Worth B.A.S.S.,LLC
Attn:Director,Public.Events Dept. Atkin: Carol Stone
200 Texas Street 3500 Blue Lake Drive, Ste. 330
Fort Worth, TX 76102 Birmingham, AL 35243
with copies to:
the City Manager and
the City Attorney
at the same address
VFW:
Visit Fort Worth
Attn: Bob Jameson
111 W. 411,Street,Ste. 200
Fort Worth, Texas 76102
Event Tfust Foad Agreement hetrcen
City urFori Worth,BASS,LLC,and VFW 12of 17
11.PUBLIC INFORMATION ACT
BASS understands and aelmowledges that City is a public entity tinder the laws of the State
of Texas and, as such, all documents held by City are subject to disclosure under Chapter 552 of
the Texas Government Code, BASS will clearly indicate to City what information it deems
proprietary, If City is required to disclose any documents that may reveal any of BASS's
proprietary irifortuation to third parties under the Texas Government Code, or by any other legal
Process, law, rule, or judicial order by a court of competent jurisdiction, City will notify prior to
disclosure of such documents, and give BASS the opportunity to submit reasons for objections to
disclosure. City agrees to restrict access to BASS's information to those persons within its
organization who have a need to know for purposes of management of this Agreement. City agrees
to inform its employees of the obligations under this paragraph and to enforce rules and procedures
that will prevent any unauthorized disclosure or transfer of information. City will use its best
efforts to secure and protect BASS's information ua the same manner and to the same degree it
protects its own proprietary information; however, City does not guarantee that any information
deemed proprietary by BASS will be protected from public disclosure if release is required by law.
The foregoing obligation regarding confidentiality will remain in effect for a period of three (3)
years after the expiration of this Agreement.
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 will 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.
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 will not constitute a waiver of that party's
right to insist upon appropriate performance or to assert any such right on any future occasion.
15.VEN UE AND CHOICE OF LAW
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 will he in state courts located in Tarrant Cowity,
Texas or the United States District Court for the Northern District of Texas—Fort Worth Division.
This Agreement will be construed in accordance with the Iaws of the State of Texas.
16.NO THIRD-PARTY RIGHTS
Even t'rrust fw►dAgreement between
City of Port Worth,BASS,LLC,and VFW 13 of D
The provisions and conditions of this Agreement are solely for the benefit of the Parties,
and any lawful assign or successor of BASS or VFW are not intended to create any rights,
contractual or otherwise, to any other person or entity.
17.INTERPRETATION
In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement will be interpreted fairly and reasonably, and neither more strongly
for or against any party, regardless of the actual drafter of this Agreement.
18.CAPTIONS
Captions and headings used in this Agreement are for reference purposes only and will not
be deemed a part of this Agreement.
19.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 Parties,and any
lawful assign and successor of BASS or VFW, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement between the City, BASS and VFW is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
20.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 will 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, will be construed together and will constitute
one and the same agreement.
2 L AMENDMENT
No amendment, modification, or alteration of the terns of this Agreement will be binding
unless the same is in writing, dated subsequent to the date hereof,and duly executed by the Parties
hereto.
22.INDEMNIFICATION
a. BASS AND VFW COVENANT AND AGREE TO AND DO HEREBY
INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT THEIR 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
Event Trust FtaidAgreemenl betwoun
City.ofFort Worth,BASS,LLC,and VFW 14 of 17
TO, ATTORNEY'S FEES AND COSTS OF DEFENSE), PROCEEDINGS,
DEMANDS, DAMAGES, LIABILITIES, OR SUITS OF ANY KIND OR
NATURE,INCLUDING,BUTNOT 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 REPRESENTATIONS OR`
MISREPRESENTATIONS BY BASS OR VFW, RESPECTIVELY, AND
THEIR 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 PROCEEDINGIS BROUGHT BY OR AGAINST THE
CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM,BASS
OR VFW, AS APPLICABLE,ON NOTICE FROM CITY, MUST DEFEND
SUCH ACTION OR PROCEEDING, AT THEIR OWN 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, SUCH LEGAL LIMITATIONS ARE MADE A
PART OF THE INDEMNIFICATION OBLIGATION AND WILL
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 WILL CONTINUE IN FULL FORCE AND EFFECT,
d. This section will survive the expiration or termination of this Agreement.
23.AUDIT
BASS and VFW agree that City and its internal auditor will have the right to audit, which
includes, without limitation, the right to complete access to and the right to examine, the financial
and business records of BASS and VFW that relate to the documentation provided to the City
pursuant to this Agreement, including, but not limited to, all necessary boobs, papers,documents,
records, and personnel, (collectively, _"Records") in order to determine compliance with this
Agreement. BASS and VFW must make all Records available to City at 200 Texas Street, Fort
Worth, Texas or at another location in City acceptable to both parties within thirty (30) days after
notice by City and will otherwise cooperate fully with City during any audit. Notwithstanding
anything to the contrary herein, this section will survive the expiration or earlier termination of
this Agreement.
24.ASSIGNMENT
Event Trust Fund Agreement between
City ofFort Worth,BASS,LLC,and VFW 15 of 17
The Parties hereto will 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 will be void. This Agreement will be binding upon and will inure to the
benefit of the Parties and their respective successors and permitted assigns,
25.AUTHORIZATION
By executing this Agreement, BASS's and VFW's agents affirm that each is authorized to
execute this Agreement and that all representations made herein with regard to BASS's and VFW's
identity, address, and legal status (corporation, partnership, individual, dba, etc.) are true and
correct.
26.NO BOYCOTT OF ISRAEL
If Vendor has fewer than 10 emnlovees orthis Agreement is for less than $100.000.
this section does notapply. Vendor acknowledges that in accordance with Chapter 2270 of the
Texas Government Code, the City is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and (2)will not boycott Israel during the term of the contract. The terms
"boycott Israel"and"company" will have the meanings ascribed to those terms in Section 808.001
of the Texas Government Code. By signing this contract,Vendor certifies that Vendor's
signature provides written verification to the City that Vendor: (1)does not boycott Israel;
and (2)will not boycott Israel during the term of the contract.
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 will not be employed in the interpretation of this Agreement or
exhibits hereto.
EXICCUTED to be EFFECTIVF as of the date set forth Section 2 of this Agreement:
CITY OF FORT WORTH: B.A.S.S,LLC,
A Delaware limited liability company
By: By.
Jay Chapa Name:
Assistant^City Manager Title: M
Date: Y- - Ic - ReDate: VI It
Event TrUsffundftreemeni between
City ofFod WoritX BASS,LLC,and VFWG of t 7
fOFFICIA.11LI RECORD
lly elFT. WRTH,TX
APPROVED AS TO FORM FORT WORTH CONVENTION AND
LEGALITY: VISITORS BUREAU,d/b/a Visit Fort Worth
a Texas non-profit corporation
By-
Tyler F. Wallach Robert Jameson
Assistant City Attorney CEO
Date: June 1,2020
ATTE
I t
s �
Cily Seor ary
CITY OF FORT WORTH USE ONLY
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
444U /J I-A2VI
Brandy er
ProgranWoordinator
Event•T rust Cund Agreement bet ween (MOCIAL REcaRn
City of Fort Worth,BASS,LLC,and VFW 0Tv- t9b ETARY