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HomeMy WebLinkAboutContract 57964 Multipurpose Arena Fort Worth CSC No. 57964 CLUB SEATING LICENSE AGREEMENT This CLUB SEATING LICENSE AGREEMENT ("Agreement" or "License") is made and entered into effective as of the 29th day of June, 2022 (the "Effective Date")by and between Multipurpose Arena Fort Worth d/b/a TRAIL DRIVE MANAGEMENT CORP.,a Texas non-profit corporation (hereinafter referred to as "Operator'), and THE CITY OF FORT WORTH,a home-rule municipal corporation of the State of Texas(hereinafter referred to as"Licensee"). RECITALS A. Operator operates the multipurpose indoor sports and entertainment arena in Fort Worth, Tarrant County,Texas,currently known as the "Dickies Arena"(hereinafter referred to as the "Arena"). B. Operator grants licenses for use, on an annual basis, of certain reserved, deluxe "Suites", "Rodeo Boxes", "Loge Boxes", and "Club Seating" located in various areas of the Arena and provides certain amenities in connection therewith(collectively,"Premium Seating"). C. Licensee desires to secure the use of Premium Seating, and Operator desires to make the Premium Seating available to Licensee for use during the Term, on the terms and conditions set forth in this Agreement. AGREEMENT In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Operator and Licensee agree as follows: 1. Premium Seating Licensed. Operator hereby grants to Licensee the right to use the Premium Seating solely for the purpose of viewing Included Events(defined in Section 5 below)identified as Section 105, Row 20, Seats 5-10 (hereinafter the "Licensed Premium Seating" or "Club Seating") depicted on Exhibit"A"hereto, and incorporated herein for all purposes, during the Term (as hereinafter defined) subject to the terms and conditions contained herein. 2. Term of License. Although this Agreement shall be effective as of the Effective Date hereof, the term ("Term") of this Agreement, and Licensee's right to use the Licensed Premium Seating hereunder, shall commence on November 1, 2022 (the "Commencement Date"), and shall continue for a term of 1 year, expiring on October 31, 2023 unless terminated earlier as contemplated herein. 3. Fee. a. The term "License Year" as used herein shall be deemed to refer to the period beginning on the Commencement Date and ending on the following October 31st. The Fee for the License Year shall be $10,050.00. b. Licensee shall remit the Annual Fee for the License Year in full within thirty 30 days after the Licensee executes this Agreement. OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Multipurpose Arena Fort Worth C. Licensee hereby acknowledges that, except as may otherwise be provided in this Agreement, all payments of Annual Fees during the Term are not refundable. 4. Included Events, Etc. During the Term, Operator shall provide to Licensee an admission ticket for each seat in the Licensed Premium Seating for all 25 Fort Worth Stock Show rodeo performances held at the Arena for which an admission ticket may be made available to licensees(hereinafter referred to in the plural as"Included Events"and in the singular as"Included Event")(the number of admission tickets set forth on Schedule"A"hereto,incorporated herein for all purposes). a. For Included Events, Licensee shall have: (i) the ability to purchase additional tickets for all Fort Worth Stock Show rodeo performances and other arena events, subject to availability; and (ii) the ability to purchase additional parking passes at then-applicable prices designated by Operator from time to time, subject to availability. Licensee shall notify Operator within no less than 48 hours prior to public on-sale unless specified to any such Included Event if Licensee desires to purchase additional tickets and/or parking passes. Licensee's payment for such additional tickets and/or parking passes shall be immediately due and payable by credit card at the time of purchase. If Licensee does not elect to purchase additional tickets and/or parking passes as provided for herein within such 48 hour period,then Operator shall be free to offer the tickets and passes to third parties or the general public. b. Operator makes no representation or warranty concerning the number, nature or quality of Included Events to be held at the Arena during the Term hereof and, except as may be otherwise provided in this Agreement, there shall be no reduction, abatement or refund of any amounts payable by Licensee as an Annual Fee due to the number, quality, nature or cancellation of Included Events thereat. C. Licensee acknowledges that the Arena may from time to time be utilized for private events other than Included Events for which public admission tickets are not available or for which Licensed Premium Seating will not be made available to Licensee and agrees that Licensee shall have no right to use the Licensed Premium Seating therefor, Operator shall be permitted to allow others to use the Licensed Premium Seating for such events, and Licensee shall not receive compensation for the same. 5. Conduct of Licensee. Guests and Invitees and Use of Premium Seating. Licensee agrees as follows: a. Licensee and its guests and invitees shall use and occupy the Licensed Premium Seating solely for viewing the Included Events in accordance with the terms and conditions contained herein, with any rules or regulations now existing or hereafter adopted by Operator ("Arena Rules") and with all governmental laws and regulations. Licensee's right to use the Licensed Premium Seating during the Term shall be at all times conditioned upon strict compliance with all the terms and conditions contained herein, and Licensee's failure to comply, or failure to cause its guests and invitees to comply,with the foregoing shall constitute a material breach hereof. b. Operator shall open Licensee's seats prior to the Included Events but Licensee's right of access thereto for any Included Event shall be solely by presentation of tickets for such 2 Multipurpose Arena Fort Worth Included Event, it being understood that Operator shall furnish Licensee with tickets for Included Events in accordance with the provisions of Section 5 above. Tickets will be made available by Operator to Licensee prior to each applicable Included Event, in accordance with the procedures established by Operator,if any. Licensee will have access to the Licensed Premium Seating no less than one (1)hour prior to the time of an Included Event and one(1)hour following the conclusion of an Included Event. C. There is no smoking in the Arena and the Licensed Premium Seating. d. Licensee shall not bring any outside food or beverage whatsoever into the Licensed Premium Seating area or the Arena. All food and beverages(including alcoholic beverages)used, consumed,or required in the Licensed Premium Seating shall be exclusively supplied by Operator (or caterer(s)and vendor(s)designated by Operator)at Licensee's sole expense at prices established by Operator from time to time. Upon presentation of invoices relating thereto, Licensee shall promptly pay all amounts due with respect to food, beverage, and related services provided to Licensee in connection with the use of the Licensed Premium Seating. 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 in the Licensed Premium Seating. C. Licensee shall not attach or display any signs, advertisements, notices, or other items in or around the Licensed Premium Seating area or the Arena without the prior written consent of Operator,which may be granted,withheld or conditioned at Operator's sole discretion. f. Licensee shall not engage in any abusive language or actions or threatened actions of a physical nature against any other person in the Licensed Premium Seating Area,the Arena, or the parking lots, including but not limited to, throwing objects or liquids, physical violence, or threats of physical violence (any, a "Conduct Violation"). In the event of a Conduct Violation, Operator may immediately remove Licensee and its guests and invitees, report the Conduct Violation to the police, and take any and all any or all action contemplated in this Agreement or as it deems appropriate. g. Licensee shall not install or use any video or audio recording equipment in the Licensed Premium Seating area or,at any time,tape or otherwise copy any portion of any Included Event broadcast in the Licensed Premium Seating area by means of closed-circuit television, Arenavision, or any other means. h. No liens or encumbrances may be placed upon the Licensed Premium Seating or any part thereof by,through or under Licensee. 6. Care of Licensed Premium Seating Area: Condition at Termination. a. Licensee shall keep and maintain the Licensed Premium Seating in good repair and condition at all times while using the Licensed Premium Seating and shall not cause any damage or waste to the Licensed Premium Seating or its furnishings. 3 Multipurpose Arena Fort Worth b. At all times during the Term, Operator shall provide such normal maintenance as is required in the Licensed Premium Seating area as a result of ordinary wear and tear,and Operator shall provide cleaning services in the Licensed Premium Seating area after each use thereof. 7. Right of Entry. a. Operator and its employees, agents and/or other designees shall have the right to enter the Licensed Premium Seating area in order(i)to perform any duties required to be performed by Operator hereunder and for any and all purposes related thereto; and (ii) to investigate any suspected violations of the provisions of this Agreement,or any applicable governmental laws and regulations. b. Operator and its employees, agents and/or other designees shall have the right to utilize the Licensed Premium Seating as Operator deems appropriate,but only in connection with Included Events where such Licensed Premium Seating is not utilized by Licensee or where such Licensed Premium Seating is not licensed to Licensee pursuant to the terms hereof. 8. Assignment or Subletting: Sale of Tickets. a. Licensee shall have no right to assign this License or sublicense the Licensed Premium Seating without Operator's prior written consent, which consent may be withheld in Operator's sole discretion. Notwithstanding the foregoing, after written notice to Operator, Licensee may assign this License or sublicense the Licensed Premium Seating to its subsidiaries or to persons and/or entities with which it is affiliated by reason of common ownership or control,but in no event shall such an assignment or sublicense relieve the Licensee of its obligations set forth herein. b. Licensee shall not resell or attempt to sell or resell any tickets issued thereto pursuant to the terms of this License except(i)to its subsidiaries or to persons and/or entities with which it is affiliated by reason of common ownership or control,or(ii)on the secondary market of an authorized resell partner of the Arena. Use of any secondary market shall be subject to the terms and conditions of the service. Any non-permissible sale or resale of tickets shall be deemed a material breach of this Agreement.At the time of this Agreement,the authorized resell partner is Ticketmaster. 9. Disclaimer. Indemnification, and Damage. a. OPERATOR,THEIR DIRECTORS,OFFICERS,AGENTS,EMPLOYEES, VOLUTNEERS, AND ELECTED OFFICIALS (COLLECTIVELY, THE "OPERATOR PARTIES") SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSS, DAMAGE, OR INJURY TO ANY PROPERTY OF LICENSEE OR ITS GUESTS OR INVITEES IN OR AROUND THE LICENSED PREMIUM SEATING, THE ARENA, OR THE PARKING GARAGE,PARKING LOTS,AND ASSOCIATED PARKING FACILITIES IN SUPPORT OF THE ARENA, INCLUDING, BUT NOT LIMITED TO, THEFT AND VANDALISM, RESULTING FROM ANY CAUSE WHATSOEVER, WHETHER OR NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY OPERATOR PARTY,EXCEPT 4 Multipurpose Arena Fort Worth TO THE EXTNET THAT THE SAME RESULTS FROM THE NEGLIGENCE OR WILFULL MISCONDUCT OF THE OPERATOR PARTIES. b. If the Licensed Premium Seating shall be destroyed or shall be damaged so as to become untenantable and Operator elects to restore the Licensed Premium Seating or repair such damage,this License shall remain in full force and effect but the Fee provided for herein shall abate during the period the Licensed Premium Seating is untenantable(provided,however,that such Fee shall not abate if the destruction or damage is caused by Licensee). If Operator does not elect, as aforesaid,to restore or repair the Licensed Premium Seating,this License shall then terminate and the applicable Fee shall be equitably adjusted, as reasonably after deducting any sums owed by Licensee to Operator. 10. Force Majeure. Except to the extent specifically provided in this License, Operator shall not be responsible to Licensee (through a refund of Annual Fees or through any other means) for the cancellation or non-performance of any Included Event scheduled at the Arena, or for the inability of Licensee to otherwise use the Licensed Premium Seating,where the cancellation,non-performance or other inability is due to any cause or circumstances beyond Operator's reasonable control, whether caused by reason of labor dispute, weather, inability to procure materials, failure of utilities, governmental action or requirements, or otherwise. Notwithstanding the foregoing, in the event such a force majeure condition continues for thirty(30)or more consecutive days and materially affects the rights and benefits afforded to Licensee hereunder, (a) the applicable Fee shall be equitably adjusted after deducting any sums owed by Licensee to Operator,and(b)with respect to additional tickets Licensee purchased pursuant to Section 5.a. above, Operator shall be obligated to refund to Licensee such amounts as are actually paid by Licensee for tickets to Included Events not held as scheduled following such thirty(30)day period. 11. Default and Termination. a. Licensee's failure to make timely payments of all sums due hereunder; either Operator's or Licensee's breach of any material representation,warranty, covenant, or obligation; a Conduct Violation by Licensee; or Licensee's or Operator's failure to strictly comply with any of the material terms and conditions contained herein shall constitute an event of default hereunder. b. Upon the occurrence of an event of default,the non-defaulting party shall provide written notice thereof to the party in default, whereupon the party in default shall proceed immediately to cure or remedy such default within fifteen (15) days after receipt (or refusal to accept receipt)of such notice. Licensee and Operator may extend the cure period in writing. If the Licensee is in default, then the Operator may withhold use of the Licensed Premium Tickets and distribution of admission tickets and parking passes. If the defaulting party fails to remedy the default within the cure period, then the non-defaulting party shall have the right to terminate this License and all of the non-defaulting party's further obligations hereunder and may exercise any and all remedies provided at law or in equity. C. Upon termination of this agreement Licensee shall immediately surrender the Licensed Premium Seating to Operator. 5 Multipurpose Arena Fort Worth 12. Limitation of Operator's Liability. Operator's liability for the cancellation of any Included Events shall be limited to the actual price to Licensee for such Included Event. In no event shall either party be liable for any other damages suffered by the other,actual,or threatened,including,but not limited to,lost profits, consequential damages,or punitive damages. 13. Rights Reserved by Operator. Operator expressly reserves the right to improve, alter, expand, or enlarge the Arena, any amenity area, any seating area (including, without limitation, the Premium Seating) or any other portion of the Arena, as determined by Operator in its sole discretion(any improvement,alteration,expansion,or enlargement shall by referred to collectively as a"Renovation"). In the event that the Licensed Premium Seating is the subject of a Renovation, Operator will provide written notice to Licensee,notifying Licensee of the proposed Renovation and setting forth the terms and conditions applicable to the renovated Licensed Premium Seating, which may include a new location, a new configuration and/or an increased Annual Fee (the "Renovation Notice"). Licensee must notify Operator in writing within thirty(30)days after receipt of the Renovation Notice if Licensee desires not to accept the new terms and conditions and to terminate the Agreement. If Licensee does not respond to the Renovation Notice,Licensee shall be deemed to be bound by the new terms and conditions and the Agreement shall be deemed amended by the new terms and conditions as set forth in the Renovation Notice to the extent allowed by law. Operator will use its commercially reasonable efforts to schedule any Renovations so that Licensed Premium Seating is accessible for all Included Events. In the event that Operator determines that the Licensed Premium Seating is not accessible for an Included Event due to a Renovation, Operator may re-locate Licensee to comparable Premium Seating or, if comparable Premium Seating is not available, equitably adjust the Annual Fee, as reasonably determined by Operator in its sole discretion. 14. Interest. If any amount payable by Licensee under this Agreement is not received by Operator within ten(10)days after it is due,Operator may impose a late charge of one and one-half percent (1.5%)of the amount due for each month or fraction thereof that payment remains delinquent(not to exceed the maximum rate permitted by law), and Licensee shall pay such late charge upon demand. 15. Arena Rules. Operator will promulgate, and may amend from time to time, Arena Rules concerning the use of the Premium Seating and will provide Licensee with a copy of the same.Upon receipt of the Arena Rules, Licensee agrees to read and abide by them. The Arena Rules shall be deemed to be incorporated herein. 16. Miscellaneous. a. Any and all notices required or permitted hereunder shall be in writing and shall be duly given if hand delivered(with a receipt therefor)or if mailed by certified or registered mail, first class postage prepaid, or by reputable overnight carrier, to 1911 Montgomery Street, Fort Worth, TX 76107 and to Licensee at its address indicated below its signature to this Agreement. Both parties shall give notice to the other party of any change of its address. b. No term or provision hereof shall be deemed waived and no breach consented to or excused,unless such waiver, consent or excuse is in writing and signed by the party claimed to have to waived consented or excused. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not be deemed or construed to be a waiver of such term, covenant or condition for the future or of any subsequent breach thereof or a breach of any other term, condition or covenant. 6 Multipurpose Arena Fort Worth C. This Agreement and all matter or issues collateral hereto shall be governed by the laws of the State of Texas. Any legal proceeding of any nature whatsoever brought by either party against the other to enforce any right or obligation under this Agreement, or arising out of any matter pertaining to this Agreement, shall be brought in Tarrant County, Texas. d. This Agreement may be executed in one or more counterparts,each of which shall constitute an original instrument and all of which together shall constitute the same instrument. This Agreement may be executed by facsimile or electronic signature, which shall be deemed an original signature for all purposes hereof. C. This Agreement is binding upon the parties hereto, their respective successors, representatives and assigns and is legally enforceable in accordance with its terms. f. As applicable,the undersigned has been duly authorized to execute this Agreement on behalf of Licensee. g. This Agreement, together with Exhibit "A" and Schedule "A," represent the complete agreement between the parties with respect to the use of the Licensed Premium Seating and supersede any and all prior or contemporaneous agreements, discussions or understandings between the parties, written or oral, with regard to the subject matter hereof. This Agreement contains the entire understanding of the parties hereto with regard to the subject matter hereof and can only be changed by a writing,executed by Operator and Licensee,which sets forth the change or modification that is to be affected. Likewise, no statements or promises by any representative of Operator are binding on or constitute an obligation of Operator unless included in this Agreement set forth in writing and executed by Operator and Licensee. h. The parties acknowledged this Agreement is merely a license to use, and not an agreement to lease,the Licensed Premium Seating. This Agreement does not create any property rights or rights of possession or occupancy whatsoever in favor of or on behalf of Licensee, but only licenses to Licensee the right to use the Licensed Premium Seating for the purposes, and in the manner,provided for in this Agreement. 7 Multipurpose Arena Fort Worth IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first above set forth. OPERATOR: MULTIPURPOSE ARENA FORT WORTH,INC., D/B/A TRAIL DRIVE MANAGEMENT CORP., a Texas non-profit corporation ld42' By: Matt Homan(Jul 29,202210:31 EDT) Matthew Homan,President LICENSEE: THE CITY OF FORT WORTH BY: Reginald Zeno Aug 9,202213:26 CDT) Name: Reginald Zeno Title: Interim Asst. City Manager Date: Address for Notice: 200 Texas Street Fort Worth, TX 76102 ATTEST: Tgnnette S. Goo�%ll �0o4��n� By: Jannette S.Goodall(Aug 9,2022 13:27 CDT) AqG F j OR G�a �y `00000007� Name: Jannette S. Goodall a� 00 °4 �� Title: City Secretary �o pad 0. °00 °°° Yf APPROVAL RECOMMENDED: �� O° ° f� ° �40 000000°0° 00 a�By. MichIECJul29,202210:48EDT) AEXp5,�Ap Name: Michael E. Crum Title: Public Events Director APPROVED AS TO FORM AND LEGALITY: By: Name: Tyler Wallach Title: Sr.Assistant City Attorney M&CS: NA Form 1295: NA 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. x-.Ai"?- Name of Employee: Kevin Kemp OFFICIAL RECORD Title: Assistant Facilities&Public Events Director CITY SECRETARY FT.WORTH, TX Multipurpose Arena Fort Worth EXHIBIT"A" '104 105 106 107 108 109, 110 103 w Section 105 � " Y Row 22 ' I'iiaw Row 21 � Row 20 . SOUTH ROUGH Row 19 TIME `-115' No CLUB STOCK EN EVENT ENb - CLUB f Arenas Row 18 Row 17 } Row 16 ils Row 15 121 a 117 �' nu nA Aa e3s �u. uz ui rcio .. uu w ,1 y_ 127 _ -126 125 �124£ �123 122 121� 120 9 Multipurpose Arena Fort Worth SCHEDULE"A" CLUB SEATING AMENITIES PERTINENT TO DICKS ARENA CLUB SEATING I. 6 tickets to all 25 Fort Worth Stock Show rodeo performances II. Other Amenities. As of the Commencement Date, such"Other Amenities"are as follows: • Two(2)preferred(not reserved),parking passes for all events in the Arena Garage • First right of refusal to purchase up to 6 tickets for all other arena events when purchased at least 24-hours prior to public on-sale and based on availability • Access to North and South Club for all Ticketed Events with access for all ticket holders seated in Club Seats • In-Seat food and beverage service during Fort Worth Stock Show rodeo performances (purchased separately) • Access to Suite level restrooms • Advance notice of upcoming events • Annual Club Seat holder appreciation event Signature: Email: 10