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HomeMy WebLinkAboutContract 54279 CITY SECRETARY CITY OF FORT WORTH CONTI ACTNO. 5 aM RCC,ENED PUBLIC EVENTS DEPARTMENT ( WILL ROGERS MEMORIAL CENTER 3401 W LANCASTER AVENUE ctNp�FppTvvO�zx FORT WORTH, TEXAS 76107 CIN SECNEfP3iY LICENSE AGREEMENT The American Miniature Horse Association, Inc. 2021 through 2023 This license agreement("Agreement") is made and entered into this i of day t�dr�p between the City of Fort Worth, a home-rule municipal corporation of the State of Texas (" ity� by and through its duly authorized Assistant City Manager, and The American Miniature Horse Association, Inc. ("Licensee"), a Texas non-profit corporation,acting by and through its duly authorized representative. 1. FACILITIES 1.01 City agrees to rent to Licensee,for the purpose of holding the AMHA World Championship Show, ("Event"),the Facilities particularly described in Exhibit A,which is attached hereto and incorporated herein by reference, on the dates specified in said exhibit. (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, to accommodate patrons for the above stated purpose and in accordance with Exhibit A. Licensee has a non-exclusive right to use of common areas within the Will Rogers Memorial Center, which include, but are not limited to, restrooms, elevators,stairways, lobbies, corridors, walkways, entrances, parking lots, and sidewalks. 2. TERM, RENTAL FEE, PAYMENT SCHEDULE, AND INCENTIVES 2.01 The term, rental amount, payment schedule,and any incentives concerning this Agreement are set forth in Exhibit A. All deposits and other funds received by City are non-refundable. 3. OUTSIDE SUBCONTRACT PERSONNEL 3.01 Licensee will, 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 will 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 e) Internet/Telecom Services 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 contract with the current City concession services provider regarding the serving of any alcoholic beverage services. Licensee will have no rights in the selling or dispensing of beer, wine, or any alcoholic liquors. 5. CONCESSION/SOUVENIR RIGHTS 5.01 The City reserves all concession,food and beverage rights. 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 will ' OFFICIAL RECORD License Agreement with The American Miniature Horse Association,Inc. CITY SECRETARY FT. WORTH,TX 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. 6.02 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 will 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 will 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, will keep the Facilities and maintain all equipment and other properties of City in a safe, sanitary, sightly condition and in good repair, and will restore and yield said Facilities,equipment,and all other properties belonging to the City back to City at the expiration or termination of each of the yearly license terms of this Agreement in good or better condition as existed at the commencement of this Agreement and in which Licensee found them, ordinary wear and tear (including damage by acts of God or other causes beyond the control of Licensee)excepted. 8.02 Licensee will not do or permit to be done any injury or damage to any buildings or part thereof, or permit to be done anything that will damage or change the finish or appearance of the Facilities or the furnishings thereof or any other property belonging to the City by the erection or removal of equipment or any other improvements,alterations,or additions. No decorative or other materials will 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. The illuminated sign above the clock in the Coliseum will remain lighted and visible at all times during the term of this Agreement. 8.03 Subject to ordinary wear and tear,Licensee will pay the costs of repairing(to its condition immediately preceding the occurrence of such damage) any damage that may be done to the Facilities or any of the fixtures, furniture or furnishings by any act of Licensee or any of Licensee's employees, agents, officers, or anyone visiting the Facilities upon the invitation of the Licensee including the patrons of the attraction or function for which Licensee hereby is leasing the Facilities. The City will 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 will 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 will be immediately due and payable by the Licensee upon Licensee's receipt of a written invoice from the City. 8.04 In licensing the Facilities,City does not relinquish the right to control the management of the Facilities, or the right to enforce all necessary and proper rules for the management and operation of the same. City, through its Manager, police and fire personnel and other designated representatives has the right, at any time, to enter any portion of the Facilities (without causing or constituting a termination of the privilege or an interference for the possession of the Facilities by the Licensee) for any purpose, provided this will not authorize or empower City to direct the activities of the Licensee or assume liability for Licensee's activities. License Agreement with The American Miniature Horse Association,Inc. 2 of 14 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 Director, including, but not limited to, lighting, heat and/or air conditioning sufficient to make the buildings comfortable (during event/show hours only), and water for ordinary use of the appliances installed but for no other purposes. City will 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 must 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 will 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 will 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 will 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. 15.02 All security personnel must 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 will 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 bears sole responsibility, if any, for reporting its payment for License Agreement with The American Miniature Horse Association,Inc. 3 of 14 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 will 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 will 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 AGREES TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS LICENSOR AND LICENSOR'S EMPLOYEES, REPRESENTATIVES, OFFICERS, AND SERVANTS (COLLECTIVELY,"INDEMNITEES")FOR,FROM AND AGAINST ANY AND ALL CLAIMS,LIABILITIES, DAMAGES, LOSSES. LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES, (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (INCLUDING, BUT NOT LIMITED TO, ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) (1) RELATING TO THE USE OR OCCUPANCY OF THE FACILITY BY LICENSEE, ITS EMPLOYEES, PATRONS, AGENTS, INVITEE, LICENSEES AND ANY PARTY USING THE FACILITY 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"), EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUATABLE TO ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE,' BREACH OF CONTRACT, INTENTIONAL CONDUCT, VIOLATION OF STATUTE OR COMMON LAW, BREACH OF WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY,OR ANY OTHER ACT,OMISSION,OR CONDITION WHATSOEVER OF THE CITY OR ITS PROPERTY. 21. INSURANCE 21.01 Prior to the time Licensee is entitled to any right of access to or use of the Facilities, Licensee must 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 must 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 i. $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 $500,000 Bodily Injury per person per occurrence License Agreement with The American Miniature Horse Association,Inc. 4 of 14 ii. The insurance policy must 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 must be revised upward at the Director's reasonable option and no more frequently than once every 12 months, and Licensee must 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 must be endorsed to include City as an additional insured as its interest may appear. Additional insured parties must include employees, representatives, officers, agents, and volunteers of City. C. All policies must 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 will 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 must 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 must be acceptable to the Director insofar as their financial strength and solvency and each such company must have a current minimum A.M. Best Key Rating Guide rating of A-: VIII or other equivalent insurance industry standard rating otherwise approved by the Director. F. Deductible limits on insurance policies must not exceed $10,000 per occurrence unless otherwise approved by the Director. Deductibles must be listed on the certificate of insurance. G. In the event there are any local, federal or other regulatory insurance or bonding requirements for Licensee's operations, and such requirements exceed those specified herein, then such requirements will prevail. H. Licensee will require its contractors and subcontractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Licensee will require its contractors and subcontractors to provide Licensee and City with certificate(s) of insurance documenting such coverage. Also, Licensee will 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, must 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 The American Miniature Horse Association,Inc. 5 of 14 L. The company issuing the insurance policy will 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" includes 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 must be written on a Per Occurrence basis and the policy must 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 must follow the form of the primary coverage. O. If coverage is underwritten on a claims-made basis,the retroactive date must be coincident with or prior to the date of the License Period and the certificate of insurance must state that the coverage is claims-made and the retroactive date. The insurance coverage must 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 must evidence such insurance coverage. P. Certificates of Insurance must 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 will not do or permit to be done anything in or upon any portion of the Facilities, or bring or keep anything therein or thereupon that will in any way conflict with the conditions of any insurance policy upon the Facilities or any part thereof, or in any way increase the rate of fire insurance upon the Facilities or on property kept therein, or in any way obstruct or interfere with the right of the other tenants of the Facilities, or injure or annoy them. 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 must 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 WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS FOR ANY CLAIMS ARISING FROM NONPAYMENT TO LICENSING AGENCIES,INCLUDING, BUT NOT LIMITED TO,ASCAP, BMI,AND SESAC OR DAMAGES ARISING OUT OF LICENSEE'S INFRINGEMENT OR VIOLATION OF THE COPYRIGHT LAW AND/OR REGULATIONS. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing will 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 The American Miniature Horse Association,Inc. 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 by ASCAP, 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 WILL NOT MOVE OR INTERFERE IN ANY WAY WITH ACCESSIBILITY TO ADA FACILITIES, SUCH AS, BUT NOT LIMITED TO, WHEELCHAIR SEATING. LICENSEE WILL 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 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 (collectively referred to as "Force Majeure Event"), the Party so obligated or permitted will be excused from doing or performing the same during such period of delay, so that the time 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. 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 also considered a Force Majeure Event. 25.02 The party asserting a Force Majeure Event must give written notice and full particulars of the Force Majeure Event, including how the Force Majeure Event prevents performance, to the other party as soon as practicable, but no later than seven(7)calendar days after the occurrence of the cause relied upon. This time period may be extended by written agreement of the parties. 25.03 If a Force Majeure Event causes the Event to be cancelled, in whole or in part, and the affected party complies with this Section regarding notice, the Licensee will owe the City the License Fee based on the time period (if any)during which the Licensee had reasonable commercial use of the Facilities. In the event that a refund of any deposits or prepayments is necessary, the City will refund such amounts promptly. 26. ASSIGNMENT 26.01 Licensee may not 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 will be null and void and will 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 will not relieve Licensee from any of its obligations under this Agreement. 27. EVENTS OF DEFAULT 27.01 The following events will 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 other term, provision or covenant of this Agreement. 28. TERMINATION 28.01 Upon the occurrence of any such Event of Default of the Agreement, City will have the option to terminate this Agreement immediately. Licensee must 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 License Agreement with The American Miniature Horse Association,Inc. 7 of 14 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 will not be entitled, under any circumstances,to any excess rental fees received by City as a result of reletting, and Licensee hereby waives any claim to such excess rental amounts. 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 will 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 will 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 will 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 will 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 29.01 All notices required or permitted under this Agreement may be given to a party personally or by mail, addressed to such party at the address stated below or to such other address as one party may from time to time notify the other in writing. If more than one Licensee is named in this contract, service of any notice on any one of the Licensees will 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 200 Texas St Fort Worth Texas 76102 LICENSEE: The American Miniature Horse Association, Inc. Attn: Sheryl Peterson 5601 South 1-35W Alverado, TX 76009 30. SOLE AGREEMENT, AMENDMENT,SEVERABILITY, ADDITIONAL TERMS 30.01 This written instrument constitutes the entire Agreement by the parties hereto concerning the license of the Facilities and obligations of the parties and any prior or contemporaneous oral or written agreement that purports to vary from the terms hereof,will 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 will 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 will be considered an event of default and this Agreement may be terminated at the option of the requesting party. No amendment or additional terms will 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 will 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. License Agreement with The American Miniature Horse Association,Inc. 8 of 14 31. SUCCESSORS AND ASSIGNS 31.01 This Agreement is binding upon and inures 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 will 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 will 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 CONTRACTOR/NO PARTNERSHIP 33.01 It is expressly understood and agreed that Licensee will 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 will 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 will 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 will be construed as the creation of a partnership or joint enterprise between City and Licensee. It is further understood that the City will 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 will be entitled to any employment benefits from the City. Licensee will 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 will 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 will have first been notified of the objectionable conduct and will 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 THE AMERICAN MINIATURE HORSE ASSOCIATION, INC. B : B Y y: Jay Chapa Shery Peterson Assistant City Manager President Approval Recommende By: Mic ael Crum Director of Public Events License Agreement with The American Miniature Horse Association,Inc. (9 of 14 r, 1 APPR VED As TO FND LEGALITY: Bly: Y1 c�ca-y uV� Tyler Wallach Assistant City Attorney C � RT ATTEST: By. ary Kaye City Secretary +P� 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, includin ensuring all performance and orting requi m s. Name: David Reeves Title: Senior Public Events Manager OFFICIAL FT. WORfl-I)f License Agreement with The American Miniature Horse Association,Inc. 10 of 14 Exhibit A 1) FACILITIES AND RENTAL DATES a) City agrees to license and provide to Licensee the following facilities at the WRMC (collectively, the"Facilities"or"Facility") as needed and available for the Event on the contracted dates listed in Section 1.b. i) Will Rogers Coliseum (includes base dirt) (1) Includes dressing rooms and office areas ii) Burnett Building (1) Includes all stalls, Vet Clinic and exercise arena and office areas iii) Cattle Barns 1,2 and 3—Use of these facilities is limited to stall rentals on a per stall basis iv) Show Arena b) YEARS 2021 —2023 ("Initial Term") i) 2021 (1) September 20: Staff move-in to office areas (2) September 21-23: Move in and exercise beginning at 8:00 a.m. (a) Any livestock arriving on show grounds prior to 8:00 a.m. Tuesday September 21, 2021 will be considered early arrivals. (3) September 24—October 2: Show Dates (4) October 3: Move out must be completed by 12:00 a.m. ii) 2022 (1) September 19: Staff move-in to office areas (2) September 20-22: Move in and exercise beginning at 8:00 a.m. (a) Any livestock arriving on show grounds prior to 8:00 a.m., Tuesday September 22,2022 will be considered early arrivals. (3) September 23—October 1: Show Dates (4) October 2: Move out must be completed by 12:00 a.m. iii) 2023 (1) September 18: Staff move-in to office areas (2) September 19-21: Move in and exercise beginning at 8:00 a.m. (a) Any livestock arriving on show grounds prior to 8:00 a.m., Tuesday, September 19, 2023 will be considered early arrivals. (3) September 22-30: Show Dates (4) October 1: Move out must be completed by 12:00 a.m. iv) SHOW DATES BEYOND 2023—("RENEWAL TERMS") (1) Licensee will have the option to renew this Agreement for the Event for three additional one (1) year periods on the same terms and conditions. (a) 2024 Renewal—The first option to renew must be exercised in writing by Licensee within sixty (60) calendar days after the conclusion of its 2021 Event. (b) 2025 Renewal—The second option to renew must be exercised in writing by Licensee within sixty(60)calendar days after the conclusion of its 2022 Event. (c) 2026 Renewal—The third option to renew must be exercised in writing by Licensee within sixty (60) calendar days after the conclusion of its 2023 Event. (d) If Licensee does not exercise its first renewal option, there will be no second or third renewal terms. The same is true for the second and third renewal terms. (e) A renewal terms may only be exercised if no default on the part of the Licensee has occurred and is continuing under any provision of this Agreement_ (2) 2024 (a) September 16: Staff move-in to office areas (b) September 17-19: Move in and exercise beginning at 8:00 a.m. License Agreement with The American Miniature Horse Association.Inc. 1 I of 14 (i) Any livestock arriving on show grounds prior to 8:00 a.m. Tuesday, September 17, 2024 will be considered early arrivals. (c) September 20-28: Show Dates (d) September 29: Move out must be completed by 12:00 a.m. (3) 2025 (a) September 15: Staff move-in to office areas (b) September 16-18: Move in and exercise beginning at 8:00 a.m. (i) Any livestock arriving on show grounds prior to 8:00 a.m.,Tuesday, September 16 2025 will be considered early arrivals. (c) September 19-27: Show Dates (d) September 28: Move out must be completed by 12:00 a.m. (4) 2026 (a) September 21:Staff move-in to office areas (b) September 22-24: Move in and exercise beginning at 8:00 a.m. (i) Any livestock arriving on show grounds prior to 8:00 a.m. Tuesday, September 22,2026 will be considered early arrivals. (c) September 25—October 3: Show Dates (d) October 4: Move out must be completed by 12:00 a.m. 2) RENTAL RATE SCHEDULE a) In consideration for the rights and privileges granted to Licensee under this Agreement for the use of the Facilities, Licensee agrees to pay the rental rates set forth below for the Initial Term and any Renewal Term (collectively, "Rental Rates"). i) Will Rogers Coliseum (1) $1,000- Per Move In or Move Out Day (2) $1,000- Per Exercise Day (12 hours climate controlled) (3) $2,250-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 8:00 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) Cattle Barn 1, 2 and 3 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. v) Show Arena (1) $150 - Per Move In or Move Out Day (2) $300—Per Show Day b) The following City facilities are not included in the list of Facilities set forth in Exhibit A.1.a;however, if Licensee wishes to use any of the following additional City facilities for any annual Event, then Licensee must submit an annual request with its Event Plan(as hereinafter defined).Licensee must pay the Rental Rates set forth below in the event that the City grants the Licensee the right to use such additional facilities. Any additional facility used by the Licensee for any given Event will be included in the definition of Facility or Facilities and be subject to the terms and conditions of this Agreement. Notwithstanding anything to the contrary, the additional City facilities are subject to annual availability, and the City does not guarantee any availability for such additional City facilities. i) 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 ii) Backstage Club (1) $600—Per Show Day License Agreement with The American Miniature Horse Association,Inc. 12 of 14 c) On or before February 1 of each year of the Initial Term and any Renewal Term of this Agreement, Licensee shall provide the Director with a full and detailed outline, in writing, of the Facilities(which includes any additional City facilities) that Licensee desires to use for its upcoming Event, along with the proposed use of each such Facility (i.e. move-in, show, and the like) and any other information required by the Director concerning the Event("Event Plan"). The parties may amend the Event Plan after the February 1 deadline upon mutual written agreement. The Event Plan, and any amendment thereto, is subject to written approval by the Director. The City reserves the right to license or lease any Facilities that are not listed in the Event Plan to be used or occupied by Licensee. d) The City will apply the Rental Rates against the information contained within the Event Plan to calculate the rental fee due to the City for the Licensee's use of the Facilities for the applicable Event("Rental Fee"). Licensee shall pay any such Rental Fee in accordance with the terms of this Agreement. e) The parties may amend this Agreement, in writing, to add additional dates or City facilities at the agreed upon Rental Rates if Licensee requires the use of such for its Event. Any such additional facilities shall be included in the definition of Facility or Facilities and be subject to the terms and conditions of this Agreement. Notwithstanding anything to the contrary, City does not guarantee any availability for additional dates or facilities. 0 All events must end by midnight unless otherwise stated on the License Agreement and insurance certificate. City will invoice the Licensee at a rate of$500.00 per hour for any additional hour(or portion thereof) in which Licensee occupies space rented for show and/or Event activities between the hours of 12:00 midnight and 7:00 a.m. 3) ADDITIONAL FEES AND CHARGES. The charges and expenses to be paid to the City or an approved City vendor or contractor, as applicable, by Licensee that are set forth below are in addition to the Rental Fee and shall be referred to herein as"Additional Fees." a) Shavings: City retains exclusive rights for the sale of all shavings at the prevailing market rate. Shavings in bags may not be brought onto show grounds by Licensee or any Event participants. If Licensee or any exhibitor brings shavings onto the show grounds or into the Facilities without the prior written consent of the Director, or in direct conflict with the exclusive rights of the City, then the Licensee shall be responsible for paying a fee of $5.00 per bag of shavings based on the equivalent of a 3'/cubic foot bag. The total fine amount will be at the sole discretion of the Director. b) Commercial Exhibitor/Vendor Space: Licensee will be invoiced $50.00 per designated inside commercial exhibitor space and $150.00 per designated outside commercial exhibitor space for use by approved commercial exhibitors. This fee does not apply to commercial exhibitors located in a designated"exhibits hall/facility" rented by Licensee for use by commercial exhibitors. City will not provide any tables and/or chairs for use by commercial exhibitors. Any use of outside exhibit space must be agreed upon by Licensee and Director prior to May 1 st in each licensed year. c) Trailer/RV Parking: Licensee may use any available space for trailer parking as designated by the Director at the prevailing parking rates. At the discretion of the Director,RV spaces will be provided, as available,and will be invoiced to Licensee or Licensee's exhibitors at the prevailing market rates. Licensee is responsible for ensuring that all payments are made in a timely manner and shall be liable for nonpayment by Licensee's exhibitors. d) Arena Preparation and Clean-up: City will clean arena seating areas once daily prior to start of each show date contracted. City will also clean the main aisles of contracted livestock Facilities daily. City will provide a base level of arena footing for the Event, at its discretion. Any additions or changes to the base dirt provided by the City must be contracted with the City's current approved contractor at the Licensee's sole cost and expense. e) Sound Lighting, and Stagehand Labor: In the event City is unable to furnish sufficient WRMC stagehands to work any Event that uses staging, lights,or amplified sound, Licensee must contract with and pay a vendor approved by the Director to provide additional stagehand services. f) Third-Party Vendors and Contractors: To the extent that this Agreement requires Licensee to procure the services of a third-party contractor or vendor, including, but not limited to, catering, electrical distribution, additional labor and staffing,ambulance,fire marshal,and security,the costs for such services shall be borne by the Licensee and shall not be part of the Rental Fee. License Agreement with The American Miniature Horse Association,Inc. 13 of 14 4) PAYMENT SCHEDULE a) Initial Term and Renewal Terms(as applicable): i) Licensee must pay a non-refundable Rental Fee deposit of $5,000 by no later than February 1 st of each calendar year of the applicable Initial or Renewal Term,which will be applied toward the total Rental Fee. ii) Licensee must pay an additional non-refundable Rental Fee deposit of$25,000 by no later than August 1st of each calendar year of the applicable Initial or Renewal Term,which will also be applied toward the total Rental Fee. iii) Licensee must 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. iv) Any and all payments must be made payable to the City of Fort Worth at the office of the Director at Will Rogers Memorial Center. 5) ANNUAL INCENTIVE a) Upon conclusion of each yearly Event, City will apply an annual Facility Rental Fee credit equal to 25%of the total Rental Fee, excluding stalls, with rental of 700-900 City-owned stalls or 30%of the total Rental Fee, excluding stalls, with rental of over 900 city-owned stalls. The Facility Rental Fee credit will be applied against the invoice of final charges. b) A minimum of 700 City-owned stalls must be rented during each annual Event to be eligible for the Facility Rental Fee credit. License Agreement with The American Miniature Horse Association,Inc. 14 of 14