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HomeMy WebLinkAboutContract 45290 CITY SECRETARY CITY OF FORT WORT L COWRACT W. PUBLIC EVENTS DEPARTMENT WILL ROGERS MEMORIAL L CENTER 3401 W LANCASTER, AVENUE FORT WORTH, TEXAS 76107 LICENSE AGREEMENT National Reined Cow Horse Association 201 through 2016 )4M This license a re�erne�nt ("'Agreement"'),� A-1, "01X, between the fit of Fort Worth ("City"), a hone-rule municipal, corporation of the State of Texas„ ac ng by and through its duly authorized Assistant City Mana era, and national reined Cow Morse Association ("Licensee"), a California 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 NRCHA celebration of charn ns, "Event"), the Facilities particul'arly described in Exhiblit A, which is attached hereto and incorporated herein by reference" on the dates specified in said exhibit. Subject to the conditions, limitations and restrictions of this Agreement and any exhibits, amendments and addendurns" Licensee. may occupy and use the City of Fort Worth owned Facilities herein descriibed, including contiguous common areas (and other such areas as agreed upon in writing) necessary to accommodate patrons, for the above stated purpose and in accordance with Exhibit A. 1.02 In the event the City shall fail to perform its part of this Agreement or any part thereof, by reason of'act of God, labor dispute, or the interruption or curtailment of any utility service (gas" electric,, water or sewerage disposal)" or through negligent or intentional acts solely caused by persons, associations, or corporations other than the City or its duly authorized agents, the Licensee shall not be entitled to claim damages against the City for default occasioned by any of the aforesaid causes. The City shall have the right to determine the proportionate abatement of rent during the period of untenantability.. 2. TERM RENTAL FEE PAYMENT SCH, LE AND INCENTIVES 2.01 The terra, rental amount, payment schedule, and any incentives concerning this Agreement shall be set forth. in Exhibit A. All deposits andor other funds received by City are non-refundable. 3. OUTSIDE SUBCONTRACT PERSONNEL 3.01 Licensee shall" at Licensee"s own expense, provide all necessary and adequately trained personnel, including, but not limited tom ticket-sellers, ticket-takers, ushers" floor managers, stage cre ws (other than F ublic Events Department technical personnel), electricians, technicians, carpenters, machine operators" and any and all other personnel necessary in the promotion and presentation of the Event. 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. clothing herein shall be construed as creating a principal/agent, or employ ear/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 City reserves the right to enter into agreements for exclusive sraub►contractor services at Will Rogers Memorial Center at any,time. RECEIVED JAN 15 20 OFFICIAL RECORD FFI CIALRECI C r I ITY SECRETARY License Agreement r a t National Reined Cow rs, Association l cad`� 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 shall have no rights in the sell�ing or dispensing of beer, wine�, or any alcoholic liq�uorsi. 5. CONCESSION/SlOU'VENIR RIGHTS, 5.01 The City reserves all concession, food, beverage, novelty and souvenir rights, except Licensee's programs and logoed merchandise. Any matters not herein expressly provided for shall 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 National Reined Cow Horse Association. 5.02 Licensee miust comply with City and Will Rogers Memorial Center ("WRIVIC") food and beverage requirements and must contract with the current City contracted vendor to handle all concession services as well as alcoholic and/or soft drink beverage, services. Any approved sampling is, l,imited, to prod,u,cts directly related to or sold by the exhibitors and must be approved by C,ity in advance. All other g�ive-away food and beverage products must be purchased through the in-house concessionaire, 6. CATERING 61-01 Al,l caterers who wish to provide services for any reception, luncheon, party, or function where food or beverages are,to be served and,/or consumed on the licensed 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 m�ust play the City a, percentage of food, and, beverage charges as set forth by the Director, 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 thel City of the caterer's name, address and contact person within the required time frame. 6.0,3 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 (301) days prior to the Event. ,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 Event shall 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 sigin above the clock in the Will Rogers Memorial Coliseurn shall 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, shall keep the Facilities and maintain all equipment and other properties of City in, a safe, sanitary, sightly condition and In good repair, and shall 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 Gold, 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 a�ny 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 shall be nailed, tacked, screwed or otherwise physically attached to any part of 'the Facilities or to any of the furnishings olr fixtures olf'the City without the consent of the City &03 Subject to ordinary wear and tear, Licensee will pa�ly 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 vis,i,ting 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 shall determine, in its sole discretion, whether any damage has, occurred, t,hle amount, of the damage,, and the reasonable costs of repairing the damage, and whether, under the te,rms of the Agreement, the Licensee is responsible. License Agreement with National Reined Cow Horse Associatlon 2 of 1.3 .............. C'ity shall be the sole judge of the quality of the maintenance andi/or damage of the licensed Facilities, furnishings, fixture, or furnitu,r,e by the Licensee,, The costs of repairing any damage to the Facilities shall be Immediately due and payable by the Licensee upon Licensee's receipt of a written invoice from the city. 8.04 In licelns,ing the Facilities, City does not relin�quish 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 s i ame, City, through its Manager, police and fire personnel and other designa,te,d representatives has the right, at any time, to enter any plortion of the Facilities, (without causing or constituting a termination of the privilege or an interference for the plossession ofthe Facilities by the Licensee) for any purpose, provided this shall not authorize or empower City to d�irect the activities of the Licensee or assume liability for Licensee sl activities, 9. CITY OF FORT WORTH, OWNED EQ,UIPM,E,NT AND PUBLIC EVENTS DEPARTIVIENT LABOR 9-:01 Licensee and City understand that a rental c,h�arge wi�ll be assessed for any chairs,, tables, stages, lights, and/or s,ou!nd equ�ip�m�elnt at the prevailing ratel, Licensee shall: pay for Public Events Department technical personnel in the number and manner prescribed by City to work all events using staging, lights, am�p�l,ifi!ed soundi, or related e�quip�melnt,. Any additional technical services will be provided by an approved vendor at the Licensee's expense. 10. EgUIPMENT 10.01 All equipment owned by Licensee must be removed from the WRIVIC immediately after completion of the Event. No equipment may be left in the WRMC. Any equipment or other property left by the Licensee at the WRIVIC 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 dee�ms 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. 11. PROPERTY LOSS 1,1.01 City assumes no responsibility for any property placed in said buildings or any part thereof by the Licensee or any agent, off icer, 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 persona,l, 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. 12. REMOVAL OF DISORDERLY PERSONS 12.01 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/or 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 ain,y other of its facilities. In the event of the exercise of this authority, Licens,lee hereby waives any and all claims for damages of whatsoever kind against the City,, its officers,, agents, re�prelsentati,ves, or employees on account of said removal 131. UTILITIES/HVAC 13l.01 City agrees to furnish the necessary light and existing electrical power for ordinary use only, i,n 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 applicances installed but for no other purposes. City shall not be responsible for acc,ide,nts and unavoidable delays. 13.02 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 "GFCl, protected" printed on the cord. All 120 volt extension cords shall be th,ree-wire grounding, type cords. Extension cords may not be placed through doorways. Frayed or damaged cords may not be used. 13.03 Licensee must contract with a City-approved vendor to handle all electrical requirements above and beyond that whlic,h is readily,available. 14. SEATING �CAPACITY 14,01 Licensee will not sell more tickets or allow morel 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, bu�t not limited to, all, rule�s, regulations and/or requirements of the City of Fort Worth Police and Fire Departments, License Agreement with National Reined Cow Horse Association 3 ot'13 15. EMERGENCY PERSONNEL 15-01 Licensee shall be responsible, at its own cost and expense, to provide such emergency medical services as it deems necessary for the Event. Any standby ambulance service must be provided by the I City's cu�rre�nt licensed ambulance provider, in accordance with the City Code. Standby ambulance service shlaill, be required, at Licensee's expense, for any event, wlhlich in the sole, opilnion of City requires such service. The costs must be paid directly to the emergency m�edicail pe�rson�n�e�l. 16. SECURITY PERSONNEL 16.01 Licensee, at its sole cost and expense, shall pay for security personnel in, such number and manner as prescribed by the Dlirector. License)e or its vendor shall blear sole responsibility, if any, for reporting its, playmen�t for each, security officers services as taxable income to the Internal Reveinue Service. Licensee hereby assumes sole responsibility for any and all acts or omissions by security personnel in the performance of their responsibilities hereunder, and Licensee agrees: to INDEMNIFY, HOLD HARMLESS AND DEFEND, THE CITY FROM ANY AND AGAINST ALL CLAIMS OR SUIT'S FOR PROPERTY DAMAGE OR PERSONAL INJURY ARISING OUT OF OR IN CONNECTION WITH SUCH ACTS OR OMISSIONS. Nothing herein shall be construed as creating a principa!l�/agent, or employer/employee relationship between the City and Licenseel s security personnel. 16.,02 Licensee assumes full responsibility for the safety and security of property belonging to Licensee while the same is on City's property, In addition, if any vehicles or items, which contain any flammable liquids, or fuels, are left overnight in the Center, same shall be attended at all such, times by security personnel furnished by Licensee,and approved, by Director. The costs must be paid directly to the security officers. 17. F'IRE MARSHAL, 17.01 Licensee shalli be responsible, at its own cost and expense, to, pr�ov'i�de such fire m�ars,hal services as deemed necessary, for the Event as determined by Di�rector. Licensee understand�s that fire marshal personnel are independent contractors, Vendor shall, bear sole responsibility, if any, for reporting its payment for each fire marshal's services as taxable income to the Internal Revenue Service. The costs must be paid directly to the fire marshal personnel, 18. NOWSMOKING FACILITY 18.01 Licensee understands that WRMC is a NON-SMO,KING FACILITY and agrees to make hourly aninouncements 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. 19. OBSTRUCTIONS 19.01 Sidewalks,, entries, passage vestibules, ha�lls, elevators, or access ways to public utilities of the Facilities shall 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, skylightsf stairways or openings that reflect or admit light into any portion of the building shall not be obstructed by Licensee, 20. PARKING 20.01 City operates a paid parking system In all surface lots and parking garages at WRMC, Alil parking fees will be,charged to the individual or Licensee at the prevailing rates. City will supply Licensee with ten (10) complimentary parking passes per day�, upon request, to be used during, the Event each year of this, Agreement. 21. INDEMNIFICATION 21.01 LICENSEE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND, DEFEND, AT ITS OWN EXPENSE, THE CITY, ITS REPRESENTATIVES, OFFICERS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, OR SUITS, INCLUDING,1 BUT NOT LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, LOST PROFITS, PROPERTY DAMAGE, DAMAGE AND PERSONAL INJURY,1 INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL P�ERSONS,, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED,1 ARISING OUT OF THE USE AND OCCUPATION OF THE FACILITIES BY LICENSEE. THIS INDEMNITY PROVISION (INCLUDING, WITHOUT LIMITATION, INDEMNITY FOR COSTS, EXPENSES AND LEGAL FEES) IS SPECIFICALLY INTENDED TO,OPERATE AND BE APPLICABLE EVEN IF IT IS ALLEGED,OR PROVEDTHAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED AS A WHOLE OR IN PART BY ANY ACT, ,OMISSION, NEGLIGENCE, GROSS, NEGLIGENCE, BREACH OF CONTRACTI INTENTIONAL CONDUCT, VIOLATION OF S,TATu-rE OR COMMON LAW, BREACH OF WARRANTY, PRODUCT 1-icense Agreement with National Reined Cow Horse Association 4 of*13 DEFECT, s�-rRICT PRODUCT LIABILITY, OR ANY OTHER ACT OR CONDITION WHATSOEVER OF THE CITY'OR ITS PROPERTY. 22. INSURANCE 22.01 Prior to the time Licensee is entitled to any right of access to or use of the Facilities, Licensee shall pirocure, pay for and' maintain the following insurance written by companies approved, by the State of Texas and acceptable to C�ity The insurance shall be evidenced by delivery to City of executed certificates of insurance and/or certified copies of policies as determined by City. 22.012 Licensee covenants and agrees to.obtain and keep in force during the term of this Agreement,, Colmmierc,ial General Liability Insurance, including Personal Injury Liability, Independent Contractors Liability and Contractual Liability covering, but not limited tof the liability assumed u,nider the indemnification provisions of this Agreement, with limits of liabiliity for bodily injury (including death) and property damage of not less than One Million Dollars, ($1,000,000), with an aggregate of not less than Two Million Dollars ($2,000,000). All insurance policies shall Include the following: 1) The term of insurance is for the duration of each Eve�nt, which includes the period from the right of access to set-u,p through the period allowed for removal of property; 2) The Licensee is responsible for providing the City a thirty-day (30) notice of cancellation or non- renewal of any insurance pol'icy and may not cha�nge the terms and conditions of any policy that wo�uild limit the scope or coverage�, or otherwise alter or disallow coverage as required herein; 3) All policies shall include a Waiver of Subrogation ('Right of Recovery) in favor of the City of Fort Worth-, 4) a), Any deductible in excess of $5,000,00, for any policy that does, not provide coverage on a first- dollar basis, must be approved by City of Fort Worth Risk Management. b) Any self-insured retention (SIR) in excess of $125,,O�00,010, affectilng required insurance, coverage, shall be acceptable to and approved by City of Fort Worth Risk Management in regards to asset value and, stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups, must also be approved by Risk Management. c) Company i:sisuling the insurance policy, shall have no recourse against the City of Fort Worth for payment of any premiums or assessments for any deductibles which all are at the sole risk of Licensee, 5) The terms "Owner", "City" or City of Fort Worth shall include all authorities, Boards,, Bureaus, Commissions, D�iv�isions, Departments, and Offices of the City and the individual membersf employees and agents thereof in their official capacities and:/or while acting on behalf of the City of Fort Worth., and 6) The policy clause "Other Insurance" shall not apply to any insurance coverage cuirren�tly held by City, to any future coverage; or to City's self-insured retention of whatever nature. 7) The City, its officials,1 emiplolyeles, agents, and off icers, shall be endorsed, as an "Additional Insured"' to all policies except Employers Liability coverage. 8), Coverage shall be written on a per occurrence basis and' the policy shall include Broad Form Property Damage Coverage with an insurance, company satisfactory to City, If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. 9) Automobile Liability Insurance shall provide coverage on any automobile,, including, and defined as automobiles owned, hired and non owned with a One M,illion Dollar ($,1,000,1000) combined single limit per accident or $250,000 Property Damage and $500,000 Bodily Injury per person, per occurrence. 10) All policies shall, be written by an insurer with an A-�Vlll or better rating by the most current version of the A. M. Best Key Rating, Gluidle or with such other financially sound insurance carrier's acceptable to the City. 11), Deductibles shall be listed on the Certificate of Insurance and' shall be on a "per occurrence" basis unless otherwise stipulated herein. 12) If coverage is underwritten on a claims-made basis, the retroactive date shall be coincident, with or prior to the date of the contractual agreement and the certificate of insurance shall state that the coverage is claims-made and the retroactive date. The insurance coverage shall be maintained for the duration of the contractual agreement and for five (5) years following completion of the service provided under the contractual agreement or for the warranty period, whichever is longer. An annual certificate of insura,nce submitted to the City shall evidence such insurance coverage. 13) Certificates of Insurance shall be delivered to the Will Rogers Memorial Center, 3401 W' Lancaster, Fort Worth7exas 7610T evidencing all,the required coverages,, including endorsements. License Agreement with National Reined Cow Horse Association 5 of 13 22.03 Licensee �hereby waives subrogation: rights for loss or damage against City, its, officers, agents and employees for personal injury (including, but not limited to, death), property damage or any, other loss 22.014 Licensee shall not do or permit to be done anything in or upon any portion of the Facilities, or bring or keep anything therein or therelupon which will in any way conflict with the conditions of any insurance pollicy upon the Facilitiles, or any part thereof, or in any way increase the rate of fiire 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. The City may terminate this Agreement immediately upon the failure of the Licensee to provide acceptable documentation of insurance as required by this Agreement. 23. COMPLIANCE"WITH LAW 2,3.01 It is agreed that Licensee will comply, with all federal, state, and local laws) including, but not limited to, all statutes ordinances, charter provisions, rules, and regulations of the City of Fort Worth- including all rules,, regulations and/or requirements of the City of Fort Worth Police and Fire Departments; and any and all requirements specifically made by the City of Fort Worth Fire Marshal in connection with the p,erformilancels to be given hereunder. Licensee agrees to obey any other regulations of any municipal authority of the,City of Fort Worth. 23.02 Licensee will obtain and pay for all necessary permilts, licenses, and, taxes from any governmental agency with Jurisdiction thereof' and to, pay lawfu�l taxes on tickets used in connection with the performances hereunder. Licensee will not do or suffer to be done anything on said Facilities during the terms of this Agreement in violation of any such laws, statutes, ordinances, rules, regulations, charter provi�s,ions, directives or reqluirements. Ilf 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 said Facilities by Licensee, Licensee will immediately desist from and correct such violation and/or vacate the Facilities. 24. FEDERAL COPYRIGHT ACT 24.01 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 thiere,unider Including, but not limited to, -the assumption of an�y and all responsibilities for paying royalties that are due for the use of copyrighted works in Licensee's performan�ces or exhibitions to the copyright owner, or representative of said copyright owner. City expressly assumes no obligations, implied or otherwise, regardin�g payment or, colil�ection of any such fees, or financial obligations. City specifi�cally does, not authorize, permit, or condone the performance, reproduction, or other use of copyrighted materials by Licensee or its agents or licensees without the app�ropriate licenses or, permission being secured by 'Licensee in advance. It Is further agreed -that LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS FOR ANY CLAIMS ARIS,IN�G FROM NONPAYMENT TO LICENSING, AGENCIES, INCLUDING) BUT NOT LIMITED TO, A,SCAP, BMI, AND SESAC OR DAMAGES ARISING OUT OF LICENSEE,)IS INFRINGEMENT OR VIOLATION OF THE,COP,YRIGH�T' LAW ANDI'OR REGULATIONS. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of the Licensee. Licensee understands that they are responsible: for securing any and al�l licenses by artilsts/performers giving permiss,ion for the recordings. Licensee is responsible for both reporting and payment of any music, licensing fees that may be required by law. 24.02 Licensee understands and agrees that without the proper license ob:ta�ined 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, 25. AMERICANS WITH DISABILITIES ACT (A 25.01 It is understood that the Event of Licensee is not an event of the City. Licensee acknowledges that it is responsible for and will make available the goods and services offered at the Event to all attendees including those with disabilities, Licens,e�le is responsible for n�oin-permanent accessibility requirements, such as, but not limited to, seating accessibility and auxiliary aids for the visually impaired, hearing impaired and mobility impaired. LICENSEE SHALL NOT MOVE OR INTERFERE IN ANY WAY WITH ACCESSIBILITY TO ADA FACILITIES, SUCH AS,, BUT NOT LIMITED, �TO, WHEELCHAIR SEATING. LICENSEE SHALL NOT SELL TICKET'S FOR ADA SEATING TO PERSONS WHO DO NOT REQUIRE ADA ACCOMMODATIONS. LICEN�SEE INDEMNIFIES THE CITY FOR ANY AND ALL CLAIMS AND LIABILITIES ARISING OUT OF LICENSEE'S DUTIES UNDER THE REQUIREMENTS OF ADA,AND THI�IS, SECTION. 26. FORCE MAJEURE 26.01 Force Majeure shall incl,ude,, but not be limited to, acts of God, acts of the public enemy, war, insurrections, riots, epidemics,1 landslides, lightning, earthquakes, fires, storms, floods,, washouts, License Agreement with National Reined Cow liorse Association 6 of 13, tornadoes, hurricanes, arrests and restraints of governments and people, explosion and other occurrences or conditions,of like nature 26.02 If either party is rendered unable, whioilly or in part, by Force Majeure to carry out any of its obligations under this Agree,men�t, it, is,a�greed that oin such, pla�rty's giving notice and full particulars, of such Force Majeure as soon as practicable, but no later thain seven (7) days after the occurrence of the cause relied upong the obligations of the p�a�rty giving such nioti�c,el, to the extent it is, affected by Force Majeure, shall be suspended during the continuance of the Force Majeure. 26.03 If a Force Majeure causes the License period to be cancelled in, whole or in part,, and the affected party complies with this Section regarding notice, the Licensee shall owe the City a license fee based on the time period (if any) during which the Licensee had reasonable commercial use of the Facilities., 27. ASSIGNMENT 27.01 Licensee shall not a�ss,ign this, Agreement nor suffer any use of the Facilities other than herein specified, nor sublet the Facilities, or any part thereof without the written consent of City. If assigned pier the written consent of the City, Licensee agrees,to enis,ure that any assignee or sublessee will comply with all terms, provisions, covenantsi and conditions of this Agreement. Assignment or subletting of this Agreement shall not relieve Licensee from any of its obligations under this Agreement. 28. EVENTS OF DEFAULT 28.01 The following events shall be deemed to be,events of default by Licensee under th,is Agreement, i. Licensee fails to pay any installment of the rent when due or any other payment of reimbursement to City required hereunder- ii. Licensee attempts,to assign this Agreement without the prior written consent of Ci'ty�- iii, Licensee shall vacate the use of' over one-half of any building included in the Facilities or vacate the use of over one-half of any portion of the total Facilities; iv. Licensee becomes insolvent or makes a transfer in fraud of creditors, or makes an assignment for,the benefit oficreditors, or v. Licensee,fails to comply with any term, provision, or covenant of this Agreement, 2:9. TERMINATION 29.01 Upon the occurrence of any such event of default of the Agreement, City shall have the option to, t�erm:i'nate this Agreement Immediately. Licensee shall immedli,atell�y surrenidler the Facilities to City an�d, if City may, without prejudice to any remedy, enter upon and, take possession, of the Licensee faills,to do so, I Facilities and, remove Licensee, and any othie�r 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. 291.0�2 City may, as a, reisuilt of dielfaluilt as described in Paragraph 28 a�blovel, and at its discretion, relet the entire Facilities or rel�et 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 shall 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. 291.03 No pursiuit 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 shall 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 sha,ll be va,lid u�nless in wrifing, signed by City, City's acceptance of the payment of rental or other payments after the occurrence of a default shalil 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 shall not be deemed or construed to consti,tu�te a waiver of such default or of City's right,to enforce any such re�mie�die�s with respect to such default or subsequent default. 30. N'O:TIICES 30.01 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 sha,ll be deemed serv�ice 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- License Agreement with National Reined Cow Horse Association 7 of 13 CITY: Kirk Slaughter, Director of Pulblic Events With Copy To" Will Rogers, Memorial Center City of Fort Worth 3401 W. Lancaster City Attorney's Office Fort Worth, Texas 76107 1000 Throckm,orton Street Fort Worth Texas 76102 LICENSEE". National Reined Cow Horse Association Attn: Jay Winborn 101l7 U'S H'ighway 377 Pilot Point, TX 76258 �311. SOLE AGREEMENT,, AMENDMENT, S�EVER,ABILITY, ADDITIONAL"rERMS, 31,.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 hereolf, shall' be void'. It is understood and agreed that all the provisions of this License Agreement are applicable e�xcept where specifically modified by any exhibit, addendum, or amendment, in which case such exhibit addendu,m, or amendment shall' apply. 31.02 Licensee and City agree to promptly execute an amendment(s) to th is Agreement in order to spell out any additional terms agreed to between the Licensee and Ci�ty, Fai,llure of the Licensee and/or City to execute s,uch amendment upon request shall be considered an event of default and this Agreement may be terminated at the option of the requesting party, No amendment or adidition�all terms shall be effective unless, it is, in writing a�nd signed by both parties hereto after the effective date of this Agreement, . 1 31.03 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 shall be considered as if such invalid, illegal or unenforceable provisions were never contained' herein 31�.014 Licensee acknowledges that it has read, understands, and algrees to, the additional terms stated in Exhibit A. 3�2. SUCCESSORS AND ASSIGNS 32.011 This Agreement shall be blinding upon and insure to the benefit of the parties hereto and 'their respective heir�s, executors, administrators, legal representatives, successors a�nd, except as otherwise provided in this Agre,em�enit, their assigns. 33. GOVERNING LAW AND VENUE, 33.011 This Agreement shal:l be construed in accordance with the internal laws of the State of Texas. If any acti�on, whether real or asserted, at law or in equity, is, brought on, the bia,s,is of this Agreement, lv,enue for such action shall, lie in state courts located in Tarrant County, Texas or the Un�ited States District Court for the Northern District of Te�xalls, Fort Worth Division. 34. INDEPENDENT GONTRACTORINO PARTNERSHIP 34.01 The doctrine of respondleat superior shall not apply as between the Licensee and City and nothing contained in this Agreement shall' be deemed to constitute Ci,ty and Licensee as, partners or joint venturers with each o�ther, nor shall the Licensee be considered to be an agentl representative oir employee of the City. Licensee shall have the exclusive control of and the right to control its employees and the details of its operation on the Facilities andi, shall be solely responsible for the acts and omissions of its off icers, agents, employees, contractors,and subcontractors. 35. AUTHORITY OF LICENSEE'S AGENT 35.01 By executing this,Agreement', Licen�see'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. 36. PUIBLIC INFORMATION ACT 36.011 Licensee understands and acknowledges th�a�t the City is a pub,li:c entity under the laws of the State, of Texas and as such, all documents held by the City are subject to disclosure under Chapter 552 of the Texas Government Code, Licensee shall c,learly indicate to the City what information it dieems proprietary, If the City is required to disclose any documents that may reveal any, Licensee Proprietary Information to third parties under the Texas Government Code, or by any other legal process, law, rule or judicial order by a court of competent Jurisdiction, the City, wil'l' notify Licensee prior to disclosure of such documents, and give, Licensee the opportunity to submit reasons for objections to disclosure. The C,ity agrees to restrict access to Licensee's, information to, those persons within its organization who have a License Agreement with National lZeined Co�w liorse Association 8,o�f'13 need,to know for purposes,olf management of this Agreement. The City agrees to inform its employees of the obligations, under this paragraph and to enforce rules and procedures that will prevent any un- authorized disclosure or transfer of information,. The City will use its blest efforts to secure and protect Licensee's, inform,atioln in the same manner and to the same degree it protects its own proprietary information; however, the City does not guarantee that any information deemed proprietary by Licensee will be protected from public disclosure if release is required by, law. The foregoing obligation regarding confidentiality shall remain in effect for a period of three(3) years after the expiration of this Agreement. EXECUTED as of the date and year first above written in Fort Worth,: Tarrant County, Texas, CITY OF FORT WORTH NA►TI+ NA►I 1REINED COW H RSE ASSOCIATION By. By, Vbus n Alanis I Jay Winborn tent City Manager Executive Director Approval Recommend d: Y By: ter irk N. 8'1a W1 , Director of Public Events APPROVED AS TO FORM AND LEGALITY., _OeT By:. Tyler I Assn nt City Attorney, ATTESif 0 By: mom Oary Kayser 0 City Secretary ZI AGREEMENT AUTHORIZATION: No M required Fn OFFICIAL RECORD ' CITY 3ECRETARY FT. WoRT11,TX 9 of t 31 License Agreernent with National Rein ed how 11orse As,s,o!ciatio�n Exhibit A 1) FACILITIES AND RENTAL DATES a,) City agrees to license and provide to Licensee the following facilities at the WRIVIC (collectively, the "Facilities" or "Facility") as needed and available for the Event on the contracted dates listed, in section 1.b. Will Rogers Coliseum (1) Includes all dressing rooms and office areas il') Burnett Building (1) Includes all stalls, Vet Clinic,l office areas, exercise area and cattle pens, if needed iii) Ri�c,hardlson-Bas,s, Building (1) Includes, John Justin Arena, all stalls and cattle pens, James L. and Eunice West Arena, Brown-Lupton North & South Exhibits Areas, Coburn Room, all available meeting rooms and office,areas iv) Equestrian Multi-Purpose Building (1) Includes all stalls and arenas if needed b) YEARS 2014—2016 ("Initial Term';') 2014 (1) February 13-1 Move in and exercise beginning:, at 8,.00 a.m. (a) Any liivestock arrilvi,ng on show wounds prior to 8:00 @.m., Thursda, February 13, 20,14 will be considered early arrivalls,. (2), February 14-2,2: Show Dates (31), February 23, Move out must be completed by 12:00 a.m. ii) 2015 - ,ii : g (1) February 12- Move in and exercise begi n:ni i n at 8.00 a.m. (a) Any livestock arrivin,g on show grounds, prior to 8:100 a,,m,,, Thursday, February 12, 2015 will be considered early arrivals, (2) February 13-21- Show Dates (3) February 22- Move out must be completed by 12:00 a.m. ill) 2016 (1) February 11. Move in and exercise beginning at 8-0nO am. (a) Any livestock arriving on show grounds prior to-8:010 am., Thursday, Februa[y 11, 2016 will be considered earl y arrivals. (2) February 12-20* Show Dates (3) February 211: Move out must be completed by 12-00 a.m, iv) SHOW DATES BEYOND 20,16—("RENEWALTERMS") , tw (1) Licensee shall have the this option to rene this A,g;r eemlent for the Event for o additional one (,1)y,ear j2eriods on the same terms and conditions, (a) 2017 Renewal—The first option to renew,must be exercised in writing by Licensee within sixty (60) calendar days after, the conclusion of its 2014 Event. (b) 2018, Renewal — The second option to renew must be exercised in writing by Licensee within sixty (60) calendar days after the conclusion of its 2015 Event. (c) If Licensee does not exercise its first renewal option, there shall be no second renewal term, (dl) A renewal term 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) 2017 (a) February 9: Move in and exercise beginning at 8.00 a.m. (i) Any livestock arrivinq on February 9, 2017 will be considered early arrivals. (b) February 10-18'. Show Dates License Agreement with National Reined Cow Floirse Association, 1 0 of 13 (c) Fe�bru�ary 119: Move out must be completed by 12-00 a.m. (3) 2018 (a) February 8- Move in and exercise beginning at 8.-00 am. (i) Any l,ivestock arri in on show grounds prior to 8-00 a.m., Thursday, Febrgg!y 82018 will be considered, early,,arrivals. (b) February 9-17: Show Dates (c) February 1& Move out must be completed by ,12:00 am. C), FACILITY FEE ii) Licensee agrees to pay City an annual flat rental fee of $92,0� .00 per Event for each year of the Initial Term and for each year of any Renewal Term ("Rental Fee"). The Rental Fee shall include the following items. (1) Rental of the Facilities for the dates set forth in Exhibit A, Section 1.h above pursuant to the terms and conditions of this Agreement (2) Up to 500 city-owned stalls in the Facilities. If additional stalls are required,l Licensee agrees to pay the rates listed below in 2.a. (3) Rental and set-up of City-owned tables, chairs, stage risers, panels, 1, roping, chute, 2 tractors and implements,, and sound equipment (e.g., microphones,, mixer, CD player, speakers, spotlight, etc.) as required for the Event. (4) Labor to set and remove the above listed city-owned equipment, install and remove the white wall around the Will Rogers Memorial Coliseum arena and clean-up following, the Event, including any necessary diu,m� pste,rs. (5) Commercial vendor spaces, inside and outside of contracted Facilities. Any use of outside exhibit space must be a,g,reed, upon by Licensee and City prior to January 1st in each licensed year. (16) Diesel fuel, for City-owned tractors. iii), The following facilities, services,, supplies, and equipment are not included in the Rental Fee, (1) Licensee shall pay the City for the use of any additional City facilities and/or additional dates, for the Event not included in Exhibit A,, Sections 1 a and 1-b. in accordance with Exhibit A, Section 2. (2) Licensee shall pay the City for all shavings required for each Event as outlined in 4,a. (3) Licensee shall pay the City for all recreational' vehicle ("RV) parking fees at the prevailing rates as outlined in 4.d. (4) Licensee shall pay the City's, current contractor for any additions, and/or changes to arena footing in the Facilities and any additional footing required in other areas. (5) Licensee shall pay the City's current electrical contractor for any electrical distribution required for commercial vendors or any electrical needs not satisfied by standard electrical services provided by the City in accordance with Section 3 of the Agreement, (6) Licensee agrees to pay for any catered meal services direct with the City's current concessionaire or an approved outside caterer in accordance with Section 6 of the Agreement, (7) Licensee shall pay for any additional labor or staffing (i.e., security, spotlight operators, riggers, technical staff, house staff, or box office personnel) as required for the Event direct with an outside contractor, 2) RENTAL RATE SCHEDULE FOR ADDITIONAL EVENT FACILITIES OR EVENT DATES a) If Licensee wishes to use any of the Facilities outside of the dates listed in Exhibit A, Section 1-b or desires the use of any additional City facilities not set forth in Exhibit A,, Section 1.,a, then Licensee shall pay the rates listed below: Will Rogers Coliseum (1 1,250 - Per Move in or Move but Day (2) $1,250- Per Exercise Day (12 hours climate controlled) (3) $215,0101- Per Show Day (All show hours climate controlled) I I olf 13 License Agreement with National Reined Cow Horse Association iii Burnett Biuildling Stalls (1 i $50 - per stall used (2) There, wi�ll be a $25-00 per day fee charged per stall occupied prior to 8:00 i a.m. on the first move-in day or after midnight on the move-olut day in each year contracted. iii) Burnett Cattle Pens, (1) $ 00 Per Move, In or Move Out Day (2) $600 Per Show Day iv) John Justin Arena (1) $1,000 - Per Move In or Move ut Day (2) $1,10100 - Per Exercise Day (112 hours climate,controlled) (3) $21000, - Per Show Day (AlIl show hours climate cont,rollled) V)i James L. & Eunice West Arena $14510 Per Move In or Move Out Day (2) $1,000 Per Show or Sale Day(All shower/sale hours climate controlled) vil) Brown-Lupton North Exhibit Area (1) $250 - Per Move In or Move Out Day (2) $500 - Per Show, Day(All show hours climate c,ontrollled) vii), Brown-Lupton South Exhibit Area (1) $250, - Per Move In or Move Out Day (2) $500- Per Show Day(All show hours climate controillleld), viii) Richardson-Bass Building Stalls (1) $50- Per stall used (2) There, will be a $125.00 per day fee charged per stall, occupied prior to 8.-100 a.m. on the first move-in day or after midnight on the move-out day in each year contracted. ix) Richardson-Bass Cattle Pens (1) $3001 Per Move In or Move out Day (2) $6,00, Per Show Day X) Monicrief Building Stalls (1) $50- Per stall' used (2) There will be a $25.010 per day fee charged per stall occupied prior to 8:00 a.m,. on the first molve-in, day or after midnight on the move-out day in each year contracted. xi), W. R. Watt Arena (1) $750- Pier Move In or Move Olut Day (2) $750- Pier Exercise Day (12 hours climate controlled) (3) $1115010- Per Show Day(All show hours climate control led) viii) Equestrian Multi--Purpose Buildings Exercise Arenas (1) $5100 - Per Arena per Move In, Exercise,or Move Out Day (2) $1,0010 - Per arena per Show Day Xiiii) Equestrian Multi-Purpose Building Stalls, (1) $50 - 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. xiv) Cattle Barn 2, 3,1 and 4 Stalls Mi $50- Per stall used (2), There will be a $25.00 per day fee, charged per stahl occupied prior to 8:001 a.m., on the first move-in day or after midnight on the move-out day in each year contracted. xv) Show Arena (1) $100- Per Move In or Move Out Day (2) $300— Per Show Day. Xvi) Portable Stallls, (1) Licensee must reint portable stalls directly from City or City$s current contract vendor. (2) Licensee will pay for all portable stalls ordered whether used or unused at the current cointracteld rate. Licensee understands and agrees that if for any reason License Agree rent with National Reined Cow Horse Association 12 of 13 the contractor defaults on the License Agreement with City, Licensee agrees to pay the cost per stall charged to City, by any replacement vendor. City agrees to use its best effort to obtain the lowest market price available from replacement vendor to provide portable stalls. (3) Licensee must use and pay rental for all city-owned stalls prior to occupying portable stalls from the City's current contract vendor xviii) 1:n order to establish actual rental fees for each facility, Licensee m u submit to City, in writing, its confirmation of intent to license the facilities, its intended use of each facility (i.e. move-in, show� etc.), and the additional dates it wishes to license the facilities by no later than August 1st of the year prior to each licensed year. The City does not guarantee any availability for additionall, dates or facilities. xviii) Any additional facilities that are licensed to the Licensee in accordance with this section, shall be included in the definition of Facility or Facilities and be subject to the terms and conditions of this Agreement, 3) PAYMENT SCHEDULE a) YEARS 20114 through 2018. Licensee shall pay a non-refundable Rental Fee deposit of$5,000.00 by no later than July 1 st of the year prior to each licensed year. ('2) Licensee shall pay an additional non-refundable Rental Fee deposit of $15,000 by no slater than January 1 st of each licensed year. (3) Licensee shall pay in full any remaining balance owed' within 30 days after receipt of final charges invoice following the conclusion of the Event. (4) Any and all payments shall be made payable to the City of Fort Worth at the office of the Director at Will Rogers le oriall Center. 4) ADDITIONAL AGREEIMENT TERMS a) SHAVINGS i) City retains exclusive rights for the sale of all shavings at the prevailing rate. Shavings, in bags may not be brought,onto show grolundis by Licensee or any Event participants. ii Licensee and/or any exhibitor who brings shavings into show grounds, or Facilities without the written consent of City and/or in direct conflict with the exclusive rights of City, will be fined $5,00 per bag of shavings based on the equivalent of a 31/2 cubic foot bag. The total fine amount will be at the sole discretion of the Director. b) ARENA PREPARATION CLEA N-DPI 0 City will clean arena seating areas once daily prior to start of each, show date contracteldl. ii) City will clean the main aisles of contracted livestock Facilities daily, iii) Licensee agrees to pay to the City's, current contractor for any aldiditions, and/or changes to arena footing and any additional footing required in other areas C) SOUND SYSTEM i) The use of existing sound systems and all city-owned equipment is included in the Rental' fee iii In the event City is unable to furnish sufficient WRIVIC stagehands to work Event that use staging) lights or amplified sound, Licensee must contract with and pay an City-approved vendor to provide additional stagehand' services. Prior to the use of any outside labor) a representative of Licensee will be consulted as to the number of hours and rate per hour. iii) City will provide,arena and barn paging, as required in all contracted areas, d) TRAILER/RV PARKING ii) Licensee may use any available space for trailer parkin g as clesignated, 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 and/or Licensee's exhibitors at the prevailing rates. Licensee shall be responsible for ensuring that all payments are made sin a timely manner and shall be liable for nonpayment by Licensee j si exhibitors. el) ADDITIONAL TERMS Any matters that are not herein expressly provided for shall be left to negotiation between the Director and the Executive Director of the National Reined Cow Horse Association or his/'her designated representative. License Agreement witli National Reined Cow Horse Associatioll 13,of 13