HomeMy WebLinkAboutContract 54578 CSC No.54578
FORT WORTH
ADDENDUM TO SPECIAL EVENT AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
TRAIL DRIVE MANAGEMENT CORP.
TITLE OF AGREEMENT: Special Event Agreement ("the Agreement")
Notwithstanding any language to the contrary in the attached Special Event Agreement presented by Trail
Drive Management Corp. ("Company"), the City of Fort Worth ("City") and Company (collectively
the "parties") hereby stipulate by evidence of execution of this Addendum ("Addendum") below by a
representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that
the provisions in this Addendum below shall be applicable to the Agreement as follows:
1. Insurance: The City is a governmental entity under the laws of the state of Texas and pursuant to
Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-
insured and therefore is not required to purchase insurance. To the extent the Agreement requires the City
to purchase insurance, the City objects to this provision and will provide a letter of self-insured status as
requested by Company.
2. Indemnity: To the extent the attached Agreement requires the City to indemnify, defend, or hold
Company or any third party harmless from damages of any kind or character, or requires reimbursement,
or monetary liabilities of unspecified amounts, the City objects to these teens and any such terms are
hereby deleted from the Agreement and shall have no force or effect.
3. Printed Material, Publicity, and Media: To the extent the attached Agreement requires company to
approve printed material, publicity, and media regarding the Special Event, Company acknowledges the
use of the Facilities under this Agreement is for testing of the public for influenza, and hereby approves all
printed material, publicity, and media produced by the City for the purpose of notifying the public of the
availability of said testing at the Facilities.
4. Usage Fee and Deposit: Notwithstanding anything in the Agreement to the contrary, City shall not be
required to pay any usage fee, add-on expenses, extraordinary TDMC staff costs, deposit, nor any other
fee of any type whatsoever to Company for use of the Facilities.
5. Outside Equipment: Notwithstanding anything in the Agreement to the contrary, City is allowed to
provide all necessary equipment for the testing of the public for influenza.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
6. Special Event Plan: Notwithstanding anything in the Agreement to the contrary, City shall not be
required to submit a Special Event Plan.
7. Sovereign Immunity: Nothing herein constitutes a waiver of the City's sovereign immunity. To the
extent this Agreement requires the City to waive its rights or immunities as a government entity, such
provisions are hereby deleted and shall have no force or effect.
8. No Debt: In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that
all obligations of the City hereunder are subject to the availability of funds. If such funds are not
appropriated or become unavailable, the City shall have the right to terminate this Agreement except for
those portions of funds which have been appropriated prior to termination.
9. Addendum Controlling: If any provisions of the attached Agreement, conflict with the terms herein,
are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of the City, the
terms in this Addendum shall control.
[signature page follows]
Addendum to TDMC Special Event Agreement
Page 2 of 3
CITY
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�NWORTH: TRAIL DRIVE MANAGEMENT CORP.:
By. 4e/Gf�'kJ sus J. P/.epL.fL(�Ll/!/L SCDT) By.
Jay Chapa Name:
Deputy City Manager Title: `�-
Date: Sep 30,2020 Date:
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for Ronald P. Gonzales paa oo nez 000000�
By: for Ronald P.Gonzales(Sep 30,202011:16 CDT)
Mary Kayser
City Secretary
APPROVED AS TO FORM AND LEGALITY:
By:Matt Murray(Sep 30,202010:33J2 )
Matt Murrayll
Assistant City Attorney
Contract Authorization:
M&C: N/A
Ordinance No. 24161-04-2020
City of Fort Worth 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.
Tusfin Cox
Justin Cox(Sep 30,202010:22 CDT)
Name: Justin Cox
Title: Assistant EMC
Addendum to TDMC Special Event Agreement
Page 3 of 3
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Trail Drive Management Corp.
Special Event Agreement
This Special Event Agreement ("Agreement") is made and entered into as of September 11, 2020 between THE CITY
OF FORT WORTH ("Licensee") and TRAIL DRIVE MANAGEMENT CORP., a Texas nonprofit corporation having an
address of 1911 Montgomery Street, Fort Worth, Texas 76107 ("TDMC"). The parties to this Agreement are referred
to collectively as the"Parties."
NOW, THEREFORE, Licensee and TDMC agree as follows:
1. Special Event Summary
This Agreement refers to the event to be held by Licensee at TDMC Facilities, ("the Facilities"). Licensee agrees to
host,and TDMC agrees to provide space,catering and other services and equipment for,the following event(the"Special
Event"):
Special Event Name: COMMUNITY FLU IMMUNIZATION EVENT
Date of Special Event: October 9, 2020 and October 10, 2020
Start and End Times: Start Time:
October 9: 12:00 PM; End Time: 6:00 PM
October 10: 9:00 AM; End Time: 3:00 PM
(Set-up/close-out times will be up to 1 hour before/after.)
Type of Special Event: COMMUNITY FLU IMMUNIZATION EVENT
Location of Special Event: Chevrolet Parking Garage
The above description is intended to identify the Special Event and is subject to change, as may be mutually agreed by
the Parties, in accordance with the Special Event Plan (as hereinafter defined) or other provisions herein. All final
specifications and logistical arrangements for the Special Event are detailed and included in the Special Event Plan.
2. Special Event Plan
The Parties agree to complete a special event plan in the form attached (the "Special Event Plan"). The Special Event
Plan will contain all additional details and logistics that pertain to the Special Event, including catering, parking and
other services and equipment needed from TDMC for the Special Event. Licensee will first provide all such
arrangements to TDMC for approval. Once approved, TDMC will then consolidate the arrangements into the Special
Event Plan. Once final, the Special Event Plan forms a part of this Agreement and will be attached hereto and
incorporated herein by this reference.
Licensee will finalize a Banquet Event Order ("BEO") with TDMC's Food and Beverage Department, which will be a
separate document from this Special Events Agreement. Only the preliminary catering expenses are included in Section
4(Usage Fee),below. Licensee is responsible for all total expenses contained in the BEO at the conclusion of the Event.
The deadline for Licensee to complete the Special Event Plan and procure TDMC's approval is thirty (30) days prior
to the date of the Special Event. The Parties agree that,notwithstanding anything in this Agreement to the contrary, the
Special Event Plan becomes final twenty-one (21) days prior to the date of the Special Event, and the Parties agree to
be bound by its terms as a part of this Agreement at that time.
Licensee's use of TDMC's facilities is subject to, and limited by the terms and conditions set forth in this Agreement
and in the Special Event Plan for the Special Event described herein.
3. Catering
All food and beverages (including alcoholic beverages) used, consumed, or required by Licensee at the Facilities shall
be exclusively supplied by TDMC (or caterer(s) and vendor(s) designated by TDMC) at Licensee's sole expense at
prices established by TDMC. Licensee shall not bring or permit its guests and invitees to bring any outside food or
beverage whatsoever into the Facilities. Further, neither Licensee nor any guest or invitee of Licensee shall provide
any alcoholic beverage to, or allow the consumption of, any alcoholic beverage by any minor.
4. Usage Fee
The Usage Fee shall include the use (subject to availability) of the Arena's tables, chairs, and staging equipment. The
Usage Fee shall also include housekeeping services. All other direct costs associated with the Special Event, including,
but not limited to, rentals and entertainment are the sole responsibility of Licensee.
Licensee will pay TDMC an amount equal to the sum of the following for the Special Event (such sum, the "Usage
Fee"):
Item: Amount:
Rental of Chevrolet Parking Garage $ 0.00
Catering $ 0.00
Audio/Visual Equipment(if needed) $ 0.00
Labor and Services Charges $ 0.00
Extraordinary TDMC Staff Costs** (unknown at this time)
Special Services** (unknown at this time)
TOTAL $ 0.00
*These charges will be developed in conjunction with Licensee and TDMC's Food and Beverage Department. Estimates
will be provided by TDMC's Food and Beverage Department.
**As part of the Usage Fee, Licensee is responsible for extraordinary TDMC staff costs (e.g. maintenance personnel)
incurred specifically for the Special Event, including overtime, if applicable, and any special services. Extraordinary
TDMC staff costs and special services vary depending upon the facilities used and other factors and will be billed per
TDMC policies. Licensee agrees to pay any and all extraordinary TDMC staff costs and special services incurred for
the Special Event comprising part of the Usage Fee.
5. Payment of Usage Fee
The Usage Fee will be paid by Licensee to TDMC as follows:
A. Payment of the Usage Fee is due in full to TDMC upon Licensee executing this Agreement and prior to
the Event.
B. If prior to ninety(90) days to the Special Event Licensee terminates this Agreement and/or cancels the
Special Event, TDMC shall retain 50% of the Usage Fee.
C. If less than ninety(90)days prior to the Special Event Licensee terminates this Agreement and/or cancels
the Special Event, TDMC shall retain 100% of the Usage Fee.
Licensee will pay in full for any add-on expenses (if any) fifteen (15) calendar days subsequent to the event. Add-ons
expenses include,but are not limited to the following: extended or additional hours for Licensee's event; increased food
items or service; and increased beverage items or service.
Promptly following the conclusion of the Special Event,TDMC will ascertain the total Usage Fee and will send Licensee
an itemized invoice (the"Invoice") seeking payment of the unpaid balance of the same. Licensee will provide TDMC
with a credit card prior to the Event. In the event Licensee fails to pay in full for any add-on expenses fifteen (15)
calendar days subsequent to the Event, TDMC will charge the outstanding balance to Licensee's credit card.
SPECIAL EVENT AGREEMENT Page 2 of 9
6. Cancellation and Refund; Force Maieure
Subject to Section 6. above, Licensee may cancel the Special Event for any reason at least thirty (30) days prior to the
date of the Special Event, provided that Licensee gives TDMC written notice. Any such notice must be received by
TDMC at least thirty (30) days prior to the date of the Special Event. Licensee agrees to forfeit that amount of the
Usage Fee pursuant to Section 6 above;however Licensee will not be required to make the Advance Usage Fee Payment
or the Final Balance Payment.
TDMC reserves the right to make set-up or location changes in order to accommodate TDMC programming. If such
changes are not acceptable to Licensee, Licensee may cancel this Agreement and any portion of the Usage Fee that has
been paid will be refunded to Licensee in full. In event of such cancellation, both Parties shall be released from any
further liability or obligations hereunder or under any other contracts between the Parties.
If due to an act of God, strike, labor dispute, war, fire, earthquake, act of public enemies, acts of terrorism, declaration
of war, action of federal, state or local governmental authorities, a substantial interruption in, or substantial delay or
failure of, facilities or systems, or for any other reason beyond the reasonable control of the Party claiming protection
by reason of such a force majeure event, the Special Event is canceled, delayed or the performance of any Party under
the terms of this Agreement is delayed or made impossible or infeasible, the Parties agree that such cancellation,
postponement or failure to perform shall not be considered a breach of this Agreement. In such event, however, the
Parties agree to use commercially reasonable efforts to reschedule the Special Event, subject to the consent of Licensee.
7. Final Guest Guarantee
By 12:00 noon at least ten(10) days prior to the date of the Special Event, Licensee will submit to TDMC a final head
count of Special Event guests (the"Final Guest Guarantee") in writing. This number represents the final estimate of the
number of guests attending Licensee's Special Event. If Licensee fails to timely provide TDMC the Final Guest
Guarantee, or if the Final Guest Guarantee is less than the Person Minimum identified at Section 4 above, TDMC will
deem the Person Minimum as the Final Guest Guarantee; the final head count of guests may not be less than the Person
Minimum.
All applicable charges relating to catering will be based on either the Final Guest Guarantee, or the actual attendance of
the Special Event,whichever is higher. Actual attendance at all TDMC Special Events will be tabulated by TDMC, and
the Parties agree that TDMC's determination of actual attendance will be final and non-negotiable.
8. Insurance
As a condition precedent to any use of TDMC facilities, Licensee shall purchase and maintain insurance in conformance
with the provisions contained in this Agreement. Licensee shall obtain such insurance within seven(7) days of executing
the Special Event Agreement and no later than thirty (30) days before the Special Event. This insurance will provide a
source of funds for Licensee's obligation to indemnify TDMC pursuant to Paragraph 16 of this Agreement; provided,
however, Licensee's obligation to indemnify TDMC pursuant to Paragraph 16 of this Agreement shall in no way be
limited to such source of funds.
Proof of this insurance shall be provided to TDMC before the Special Event commences, as set forth below. To the
extent that Licensee contracts with any other entity or individual to perform all or part of the Special Event preparation,
Licensee shall require the third-party contractors to furnish evidence of equivalent insurance coverage, in all respects,
with the terms and conditions as set forth herein, prior to the commencement of work by the third-party contractor. In
no event shall the failure to provide this proof,prior to the commencement of such work,be deemed a waiver by TDMC
of Licensee's or the third-party contractor's insurance obligations set forth herein.
In the event Licensee fails to obtain insurance in conformity with the above provision, Licensee shall reimburse TDMC
for the cost of obtaining insurance due to Licensee's failure to obtain the necessary insurance described above.
SPECIAL EVENT AGREEMENT Page 3 of 9
MINIMUM LIMITS OF LIABILITY
Licensee must maintain the required insurance with limits not less than those set forth below with insurers satisfactory
to TDMC and licensed to do business in Texas:
Insurance Minimum Limits
Worker's Compensation Statutory Limits
Employer's Liability $1,000,000
This policy shall include a Waiver of Subrogation in favor of the TDMC Parties (as defined at Section 16).
Commercial General Liability $1,000,000
Bodily Injury/Property Damage Each Occurrence or Equivalent, Subject to a $2,000,000 Aggregate
This policy s hall be on a form acceptable to TDMC endorsed to include the TDMC Parties [to include the
following: Trail Drive Management Corp., Trail Drive Hospitality, LLC, and TDH-MGR, LLC] as additional
insureds, contain severability of interest endorsements, state that the insurance is primary over any other
insurance carried by any TDMC Party, and shall include the following coverages:
a) Premises/Operations
b) Independent Contractors
c) Limited Form Contractual specifically in support of, but not limited to, Section 16 of this Agreement
d) Broad Form Property Damage
e) Personal Injury Liability
Comprehensive Automobile Liability $1,000,000 Combined Single Limit
This policy shall be on a form written to cover all owned, hired, and non-owned automobiles. The policy shall
be endorsed to include the TDMC Parties as additional insureds, contain severability of interest endorsements,
state that the insurance is primary over any other insurance carried by any TDMC Party, and shall include a
waiver of subrogation in favor of the TDMC Parties.
CERTIFICATE OF INSURANCE
At least twenty-one (21) days prior to commencement of the Special Event, Licensee shall submit a Certificate of
Insurance to TDMC for all insurance coverages required under this Agreement. The Certificate shall be in a form
approved for use in the state of Texas by the Texas Department of Insurance. Copies of insurance policies shall promptly
be made available to TDMC upon request. Licensee or Licensee's insurance broker shall endeavor to notify TDMC of
any change in policy or Notice of Cancellation at least thirty(30) days prior to such change or notice taking effect.
CANCELLATION, RENEWAL AND MODIFICATION
Licensee shall maintain in effect all insurance coverages required under this Agreement at Licensee's sole expense and
with insurance companies acceptable to TDMC until the conclusion of the Special Event and the departure of all persons,
equipment and property relating to the Special Event. In the event Licensee fails to obtain or maintain any insurance
coverage required under this Agreement, this shall be considered a material breach of the Agreement, entitling TDMC,
at its sole discretion, to purchase such equivalent coverage as desired for TDMC's benefit and charge the expense to
Licensee, or, in the alternative, exercise all remedies otherwise provided in the Agreement, or as permitted by law or
equity, including cancellation of the Special Event by TDMC.
SPECIAL EVENT AGREEMENT Page 4 of 9
9. Printed Material Approval
Licensee will provide TDMC with a sample of the invitation, announcement or any other printed material pertaining to
the Special Event,prior to printing, and will revise any such material upon request if such material is deemed unsuitable
by TDMC. Upon request, a copy of the Special Event guest list will be provided to TDMC.
10. Access to TDMC Facilities; Outside Equipment
Any and all access to TDMC facilities,both before and after the Special Event,must be coordinated by Licensee through
TDMC. TDMC reserves the right to deny TDMC access to Licensee (including, without limitation, any third-party
contractors hired by Licensee), if such access is not coordinated in accordance with this Agreement.
On the date of the Special Event, guest entrance to TDMC facilities will be permitted no earlier than thirty(30) minutes
prior to Special Event time unless other arrangements are made with the Special Events Department, as may be indicated
in the Special Event Plan.
Licensee (including, without limitation, all third-party contractors hired by Licensee) must be accompanied and
supervised by TDMC personnel at all times while on TDMC property, and agrees to abide by all TDMC policies and
procedures while on the premises. At no time may third-party contractors work on TDMC property without TDMC
supervision.
All outside equipment that Licensee intends to bring into TDMC for use at the Special Event must be identified on the
Special Event Plan and pre-approved by TDMC. In addition, all outside equipment must be removed by Licensee from
TDMC property immediately after the Special Event, unless other arrangements are made with TDMC, and must be
indicated in the Special Event Plan.
TDMC reserves the right to conduct security screening procedures on Licensee's attendees and or/guests.
11. Third-Party Services Contracted by Licensee
TDMC must approve and authorize any and all third-party contractors hired by Licensee to provide goods or services
for the Special Event, such as entertainment, photographers, florists, etc. TDMC will deny entry onto TDMC property
of unauthorized third-parties.
Licensee will furnish TDMC with copies of all contracts with third-party contractors at least twenty-one(21)days prior
to the date of the Special Event. If requested by TDMC, Licensee will also provide evidence of a valid license, bond or
insurance for such third-party contractors. Licensee's failure to provide the documents outlined in this paragraph will
subject the Special Event to cancellation by TDMC.
Any and all third-party contractors hired by Licensee must be licensed,bonded and insured, in accordance with the terms
of Section 9 of this Agreement, before they will be permitted onto TDMC property. TDMC assumes no liability for
loss, theft, accidents, injuries or property damage arising from or related to any third-party contractor's work on TDMC
premises, including injuries or property damage sustained by any third-party contractor.
Licensee agrees to read and abide by any and all additional TDMC policies and procedures regarding third-party services
and/or contractors.
12. Security and Maintenance.
SPECIAL EVENT AGREEMENT Page 5 of 9
TDMC will provide any security and facility maintenance that may be required for the Special Event. No outside facility
security or maintenance services are permitted. The specifics of all such arrangements, including fees charged, will be
outlined in the Special Event Plan. Licensee agrees to pay any such fees charged.
13. Music Licensing
Licensee agrees to assume responsibility for, and abide by all legal copyright and/or licensing requirements, including
the payment of any and all fees (if any) which arise from any music played or performed at the Special Event.
14. Prohibited Activities
The following activities are prohibited in all TDMC facilities in conjunction with any Special Event. Licensee agrees to
abide by these prohibitions, and to assure that all third-party contractors and Special Event guests abide by these
prohibitions before, during and after the Special Event, unless otherwise agreed in writing by the Parties:
A. No decorations may be attached to any surface of TDMC facilities, such as hanging banners or
streamers. All tabletop decorations such as flowers and candelabras must be in good taste and
understated.
B. No helium balloons or soap bubbles are permitted inside TDMC facilities.
C. No open flames are permitted in TDMC facilities.
D. No celebratory throwing of confetti, rice, rose petals, bird seed or other similar item is permitted on the
grounds or in the facilities of TDMC.
E. No helium balloons, bird, or butterfly releases are permitted on TDMC property.
F. No live animals are permitted on TDMC property, whether indoors or outdoors, except in the case of
service animals.
G. No publicity or media coverage of the Special Event is permitted without the express consent of TDMC.
H. No outside equipment of any kind (including catering and motion picture/photography equipment) is
permitted on TDMC property without the prior written consent of TDMC.
I. No smoking is permitted on TDMC property.
J. No outside food or beverage is permitted.
In addition to refraining from the activities specified above, Licensee also agrees to comply with any and all TDMC
policies and procedures that may impact the Special Event, including, without limitation, policies and procedures
governing set-up times.
15. INDEMNIFICATION.
LICENSEE AGREES TO ASSUME ALL LIABILITY FOR AND TO INDEMNIFY AND HOLD HARMLESS
TDMC, TRAIL DRIVE HOSPITALITY, LLC, TDH-MGR, LLC, EVENT FACILITIES FORT
WORTH, INC., THE CITY OF FORT WORTH AND THEIR RESPECTIVE DIRECTORS,
MEMBERS, OFFICERS, AGENTS, EMPLOYEES, VOLUNTEERS AND ELECTED OFFICIALS
(INDIVIDUALLY, A "TDMC PARTY," COLLECTIVELY, THE "TDMC PARTIES"), FROM AND
AGAINST ANY AND ALL CLAIMS, LOSSES,DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY
OF EVERY KIND AND CHARACTER, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS
AND ATTORNEYS' FEES, FOR INJURY TO OR DEATH OF ANY PERSON OR FOR LOSS OF OR
DAMAGE TO ANY PROPERTY ARISING OUT OF OR IN CONNECTION WITH THE USE OF DICKIES
ARENA AND ASSOCIATED PARKING FACILITIES BY LICENSEE, ITS EMPLOYEES, AGENTS,
LICENSEES,CATERERS,THIRD PARTY CONTRACTORS,INVITEES OR GUESTS. SUCH INDEMNITY
SHALL NOT APPLY TO AND SHALL EXCLUDE, HOWEVER, ANY CLAIMS, LOSSES, DAMAGES,
CAUSES OF ACTION, SUITS AND LIABILITY CAUSED BY OR RESULTING FROM THE SOLE OR
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY TDMC PARTY.
SPECIAL EVENT AGREEMENT Page 6 of 9
16. Remedies
For purposes of seeking equitable relief,Licensee agrees that monetary damages and/or cancellation of the Special Event
may not be sufficient remedies to TDMC for any breach of this Agreement. In addition to all other remedies, TDMC
will be entitled to seek specific performance of Licensee's obligations relating to this Agreement and to seek injunctive
or other equitable relief as a remedy for any such breach.
17. Facility Use Deadlines
The parties acknowledge and agree to the following Special Event deadlines:
(a) Licensee must pay TDMC the Non-Refundable Deposit upon execution of this Agreement;
(b) Licensee must complete the Special Event Plan and acquire TDMC approval on all aspects of the Special Event
Plan at least twenty-one (21) days prior to the date of Special Event;
(c) Licensee must provide TDMC with copies of all contracts that Licensee has entered into with thud-party
contractors at least twenty-one (21) days prior to the date of Special Event;
(d) Licensee must deliver to TDMC a Certificate of Insurance as specified Section 9 of this Agreement,by_12:00
noon, twenty-one(21) days prior to the Special Event;
(e) Licensee must provide TDMC the Final Guest Guarantee by 12:00 noon, ten (10) business days prior to the
date of the Special Event;
(f) Licensee must pay TDMC the Advance Usage Fee Payment by 12:00 noon, twenty-one (21) days prior to
the Special Event;
(g) Licensee must pay TDMC the Final Balance Payment portion of the Usage Fee at least fifteen(15) days after
receipt of the Invoice from TDMC.
Failure by Licensee to meet the above deadlines may subject the Special,Event to cancellation by TDMC in TDMC's
sole discretion.
Note that if the Special Event is planned with less than twenty-one (21) days' notice, items identified as items (a)
through (f) above, are due and owing to TDMC on the date that this Agreement is signed, unless the Parties agree
otherwise in writing. Failure by Licensee to meet a TDMC deadline in such a case may subject the Special Event to
cancellation by TDMC in TDMC's sole discretion.
18. Additional Provisions
A. Legal Status/Authority of Signatories. Each person signing this Agreement represents and warrants
that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and
warrants to the other that the execution and delivery of the Agreement and the performance of such Party's obligations
hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such Party and
enforceable in accordance with its terms.
B. Binding Effect;Assigns. This Agreement,including the Special Event Plan,shall extend to and be binding
upon Licensee and TDMC. No Party may assign this Agreement to another Party without the prior written consent of the
non-assigning Parties. This Agreement is for the sole benefit of Licensee and TDMC and no other person is intended to be
a beneficiary of this Agreement.
C. Severability. If any provision of this Agreement is determined by an arbitrator or a court of competent
jurisdiction to be invalid or unenforceable,the remainder of this Agreement shall nonetheless remain in full force and effect.
D. Governing Law,Venue. The terms of this Agreement are governed by the laws of the State of Texas. The
venue for any dispute resolution proceeding shall be Fort Worth,Tarrant County,Texas.
SPECIAL EVENT AGREEMENT Page 7 of 9
E. Amendment of Agreement. This Agreement may be amended from time to time by Licensee and TDMC.
Any amendment to this Agreement shall be made in writing and shall be signed by Licensee and TDMC.
F. Further Assurances. The Parties agree to cooperate fully in the furtherance of this Agreement,to execute
and deliver any and all other documents,and to take all additional actions which may be necessary or appropriate to give full
force and effect to the terms and intent of this Agreement.
G. Conspicuousness of Provisions. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE
PROVISIONS CONTAINED IN THIS AGREEMENT THAT ARE IN CAPITALIZED LETTERS SATISFY THE
REQUIREMENT OF THE`EXPRESS NEGLIGENCE RULE"AND ANY OTHER REQUIREMENT AT LAW OR IN
EQUITY THAT PROVISIONS CONTAINED IN A CONTRACT BE CONSPICUOUSLY MARKED OR
HIGHLIGHTED.
H. Counterparts. This Agreement may be signed in multiple counterparts taken together shall be deemed to
constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or electronic
mail shall be effective as delivery of a manually executed counterpart hereof.
I. Entire Agreement. This Agreement, including the Special Event Plan, represents the entire transaction
between Licensee and TDMC relating to the Special Event,and supersedes all prior offers,understandings,and negotiations
between Licensee and TDMC.
[Signature Page to Follow]
SPECIAL EVENT AGREEMENT Page 8 of 9
WITNESS the execution hereof this day of , 2020.
READ, UNDERSTOOD,AND AGREED:
LICENSEE
Jesus J.Chapa(Sep 30,2 2010:48 CDT)
Authorized Signature
Deputy City Manager
Title
Printed Name and Address of LICENSEE (Please Type or Print):
Jesus J. Chapa
200 Texas Street
Fort Worth, Texas 76102
TRAIL DRIVE MANAGEMENT CORP.
Name: Matt Homan Date
Title: President and General Manager
Please sign and return both copies of this Special Event Agreement to Trail Drive Management Corp., 1911 Montgomery
Street, Fort Worth, Texas 76107. One copy will be signed and returned to Licensee upon receipt of the Usage Fee.
OFFICIAL RECORD
SPECIAL EVENT AGREEMENT CITY SECRETARY
Page 9 of 9
FT. WORTH, TX