HomeMy WebLinkAboutContract 26998 CITY
CON R CTENO Y_ b
PROFESSIONAL SERVICES AGREEMENT
CITY OF FORT WORTH
AND THE
FORT WORTH BRAHMAS HOCKEY CLUB
Tnis ' greement is made and entered into this the _ day of
fili 2001, by and between the CITY OF FORT WORTH, a home rule
mumcil& corporation of the State of Texas, located within Tarrant and Denton Counties,
Texas (Hereinafter referred to as the "CITY") and the TEXAS BRAHMAS L.P. currently
d/b/a FORT WORTH BRAHMAS HOCKEY, a minor league professional hockey team
of the Western Professional Hockey League (Hereinafter referred to as the "BRAHMAS"),
both parties acting herein by and through their duly authorized representatives.
1. SCOPE OF SERVICES.
In accordance with the highest professional standards, BRAHMAs agrees to
diligently prepare and submit to the CITY, for its consideration, complete plans and
specifications for corporate marketing proposals relating to the designation of a Naming
Sponsor and the acquisition of the right to name the arena located at the Fort Worth
Convention Center. (Hereinafter referred to as the "Arena") Any marketing proposal
presented to the CITY must include a corporate Naming Rights Sponsor that demonstrates
a history and practice of financial stability along with a strong record of good corporate
citizenship.
The selected Naming Rights Sponsor shall have the right, subject to the approval
of the City Council, to designate the name of the Arena. By naming the Arena, the
Naming Rights Sponsor will not obtain exclusive merchandising right or the use right for
commercial purposes or exploitation of the Arena, name or image, its use, publication or
reproduction in any form. The City shall have the exclusive merchandising right for all
commercial marketing and merchandising of goods and activities displaying or using the
name of the Arena.
The selected Naming Rights Sponsor must be willing to execute a Naming Rights
Agreement with the CITY for a term of three (3) years with two (2) one year renewal
options. The Naming Rights Sponsor must agree to honor the terms of the Agreement
with the CITY regardless of whether the BRAHMAs hockey team continues to use the
Arena.
The CITY agrees not to pursue any Naming Rights Sponsor during the term of this
Agreement. The CITY shall have the right upon either termination or expiration of this
Agreement to pursue any Naming Rights Sponsors not presented to the CITY by the
BRAHMAs. If the City rejects any Naming Rights Sponsor presented by the BRAHMAs,
the CITY agrees not to pursue the Naming Rights Sponsor for a period of one (1) year
from the date of presentation to the CITY of the Sponsor Proposal for the naming of the
Arena
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2. TERM.
The BRAHMAS shall have 120 days from the date of the signing of this Agreement
to present the corporate marketing proposals to the CITY If the BRAHMAS fail to present
any corporate marketing proposals to the CITY within 120 days from the signing of this
Agreement or the CITY rejects all presented proposals, then this Agreement and all its
terms hereunder will immediately terminate with no obligation to the CITY, other than the
CITY agrees not to pursue any Naming Rights Sponsor proposal for the naming of the
Arena presented to the CITY for a period of one (1) year from the date of presentation to
the CITY
3. COMPENSATION.
As full and complete compensation to the BRAHMAS for services rendered under
the terms of this Agreement, conditioned on the CITY choosing and executing a final
Agreement with a Naming Rights Sponsor presented by the Brahmas, the CITY agrees to
pay to the Brahmas as follows:
1. Forty (40) percent of the net naming receipts collected for the first 12 months
from the date of the signing of the Naming Rights Agreement between the
CITY and the Naming Rights Sponsor shall be paid to the BRAHMAS.
2. Thirty (30) percent of the net naming receipts collected for the second 12
months of the Naming Rights Agreement between the CITY and the Naming
Rights Sponsor shall be paid to the BRAHMAS.
3. Twenty (20) percent of the net naming receipts collected for the third 12
months of the Naming Rights Agreement between the CITY and the Naming
Rights Sponsor shall be paid to the BRAHMAS.
4. If applicable, twenty (20) percent of the net naming receipts collected for any
months during the renewal period of the Naming Rights Agreement between
the CITY and the Naming Rights Sponsor shall be paid to the BRAHMAS.
"Net naming receipts" shall be defined as the value of the Naming Rights Sponsor
Agreement minus the Naming Rights Sponsor's expenses, including, but not limited to,
the cost of new or replaced arena signage, new city employee uniform shirts or any other
items requiring the Naming Rights Sponsor name and/or logo to be displayed on any
property belonging to the City. It is agreed and understood that the Naming Rights
Sponsor shall be responsible for all costs incurred under the Naming Rights Sponsor
Agreement and such costs shall not be included when determining the net naming
receipts.
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Payment of any net naming receipts by the CITY to the BRAHMAs is conditioned on actual
collection of said receipts by the CITY. If for any reason said net naming receipts are not
collected due to either the termination of the Agreement between the CITY and the
Naming Rights Sponsor for just cause or for any other reason that is due to no fault of the
CITY, no payment will be due and owing the BRAHMAS.
Payment of the net naming receipts to the BRAHMAS will be made within thirty (30) days
upon receipt by the CITY from the Naming Rights Sponsor.
If for any reason the BRAHMAs fail to exercise their remaining two one—year lease options
with the CITY for the use of the Arena for a minimum of thirty professional hockey
games per year, all compensation owed to the BRAHMAS for services rendered under the
terms of this Agreement shall immediately terminate and all monies collected under the
remaining net naming receipts and other terms of the Agreement between the CITY and
the Naming Rights Sponsor will be paid directly and in full to the CITY.
In the event the CITY chooses a Naming Rights Sponsor not presented to the CITY by the
BRAHMAS under the terms of this Agreement, no compensation will be owed to the
BRAHMAS. The CITY agrees not to pursue any Naming Rights Sponsor during the term of
this Agreement, however, the CITY shall have the right upon either the termination of
expiration of this Agreement to contact and pursue any Naming Rights Sponsor not
presented to the CITY by the BRAHMAS.
In the event that the CITY rejects, for any reason whatsoever, all corporate proposals for a
Naming Rights Agreement,no compensation will be owed to the BRAHMAS
4. INDEMNITY.
Approval by the CITY of this Agreement or any Naming Rights Agreement shall
not constitute or be deemed to be a release of the responsibility and liability of the
BRAHMAs, its officers, agents or employees for the accuracy and competency of the
services performed under this agreement, including, but not limited to, representations
made in any proposed Naming Rights Agreement.
BRAHMAS, its officers, agents or employees agree to reimburse, indemnify and
hold harmless the CITY from all costs, liabilities, claims and expenses, including, without
limitation, attorneys' accountants and consultants fees, costs and disbursements, arising
out of or incurred in connection with any claim pertaining to an alleged breach by the
CITY or any type claim by a Naming Rights Sponsor under this Agreement.
5. DESTRUCTION.
In the event that the Arena is so damaged or destroyed by fire or any other
casualty, regardless of the cause, so as to render the Arena unfit for its accustomed uses,
this Agreement shall terminate and the parties shall have no further obligations under this
Agreement. The determination of whether the Arena is unfit for its accustomed uses
shall be in the sole discretion of the CITY.
6. TERMINATION.
The CITY may terminate this Agreement at any time and for any cause prior to the
signing of a contract with a proposed Naming Rights Sponsor presented by the BRAHMAS
by giving notice in writing to the BRAHMAS. Upon receipt of such notice, the BRAHMAS
shall immediately discontinue all services and work in connection with the performance
of this Agreement. In the event that the CITY chooses, in its discretion, to terminate the
use of the Arena for any reason, then this Agreement shall terminate and the parties shall
have no further obligation under this Agreement. The determination of whether to
continue the use of the Arena shall be in the sole discretion of the CITY.
If the CITY terminates this Agreement under the foregoing paragraph, no payment
for any services or other work will be paid to the BRAHMAS. BRAHMAS understand and
agree that any payment due and owing the BRAHMAS is contingent upon the CITY
accepting, executing and continuing with a satisfactory Naming Rights Sponsor
Agreement with a Naming Rights Sponsor and the continued use of the Arena by the
CITY.
If the CITY terminates this Agreement under the terms of this Section, the CITY
agrees not to pursue any proposed Naming Rights Sponsor presented to the CITY for the
CITY's consideration for the naming of the Arena for a period of one (1) year from the
date of presentation to the CITY.
7. ASSIGNMENT.
Neither part hereto shall assign or transfer its interest herein without prior written
consent of the other party and any attempted assignment or transfer of all or any part
thereof without such prior written consent shall be void.
8. INDEPENDENT CONTRACTOR.
BRAHMAS shall operate hereunder as an independent contractor and not as an
officer, agent, servant or employee of the CITY. BRAHMAS shall have the exclusive
control of, and the exclusive right to control the work designated to the BRAHMAS to be
performed hereunder, and all persons performing the same, and shall be solely
responsible for the acts and omissions of .its officers, members, agents, servants, and
employees. Neither CITY nor BRA14MAS shall be responsible under the Doctrine of
Respondeat Superior for the acts and omissions of its officers, mem' s a ents, servants,
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employees, or officers of the other. It is understood and agreed that the CITY is not
involved as a party to any activities that may be carried on by BRAHMAs pursuant to this
agreement. Provided, however, that no provision of this Agreement shall operate or be
construed as a waiver by either party of any immunity from liability which it has or could
be asserted under the doctrine of governmental immunity or any other immunity which it
has under law.
9. NOTICES.
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. Any notice so
given shall be deemed received when deposited in the United States mail so addressed
with postage prepaid:
CITY:
CITY MANAGER, CITY OF FORT WORTH
1000 THROCKMORTON STREET
FORT WORTH, TEXAS 76102
BRAHMAS:
1314 LAKE ST., SUITE 200
FORT WORTH, TEXAS 76102
10. PARTIES BOUND.
This Agreement shall be binding upon the successors and assigns of both parties
in like manner as upon the original parties. This agreement will be binding upon the
CITY in like manner in the event that the BRAHMAS change or alter the name under
which it does business.
12. APPLICABLE LAW.
This Agreement is entered into subject to the provisions of all applicable federal,
state and local laws or ordinances and the requirements of any and all governmental
regulatory agencies having jurisdiction over the subject matter and venue shall be in
Fort Worth, Tarrant County, Texas or the Federal court of the Northern District of
Texas.
13. SEVERABILITY OF PROVISIONS.
If any of the Provisions contained in this Agreement shall be held, for any reason,
to be invalid, illegal, or unenforceable in any respect, such invai' illegality, or
unenforceability, shall be construed as if such invalid, illegal,
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provision had never been contained herein.
14. SOLE AGREEMENT.
This Agreement constitutes the sole and only agreement of the parties hereto and
supersedes any prior understanding or written or oral agreements between the parties
respecting the subject matter.
EXECUTED this the day of , 2001.
CITY OF FORT WORTH FORT WORTH BRAHMAS
By: flcnab Ac4-1 By:
Mik Gro r MIKE BarrtCl�
Ass tan it anager
I' EST: ATTEST:
City Se e .
�Av
APPROVED AS TO FORM
AND LEGALITY
David Yett, City Attorney
Assista Cit Attorney
-�i— 1pe �,�
Contract Authorization
Date
RUN
City of Fort Worth, Texas
4"11yor and Council Communication
DATE REFERENCE NUMBER LOG NAME PAGE
7/31/01 C-18692 25NAMING 1 of 2
SUBJECT EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT WITH THE FORT
WORTH BRAHMAS HOCKEY CLUB TO MARKET THE NAMING RIGHTS
SPONSORSHIP FOR THE FORT WORTH CONVENTION CENTER
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a professional services
agreement with the Fort Worth Brahmas Hockey Club to market the naming rights sponsorship for the
Fort Worth Convention Center Arena.
DISCUSSION:
A strategic goal of the Public Events Department is to reduce the General Fund subsidy required to
operate the Fort Worth Convention Center (FWCC) and Will Rogers Memorial Center (WRMC). Selling
the naming rights sponsorship to the FWCC Arena is one option that is available to reduce the subsidy.
The City Council would retain the sole authority to approve or reject any naming rights sponsorship
opportunity that is presented.
The Fort Worth Brahmas Hockey Club (Brahmas) is a professional minor league hockey team of the
Central Hockey League. Since 1997, the Brahmas have played their home games in the FWCC Arena
and the WRMC Coliseum, with the majority of games in the FWCC Arena.
The Brahmas approached the City for permission to market the naming rights for the FWCC Arena.
The Public Events Department and the Legal Department have negotiated a professional services
agreement with the Brahmas to market the sponsorship, in exchange for the Brahmas receiving a
percentage of the fee for the naming rights.
A professional services agreement would grant the Brahmas, 120 days to market the naming rights.
The proposal of the naming rights sponsor must be approved by the City Council. The sponsor would
be required to sign an agreement with the City for a term of three years, with two one-year renewal
options.
The naming rights agreement would grant the sponsor the right to designate the name of the WRCC
Arena, subject to approval by the City Council. The naming rights sponsor would be responsible for
any and all costs associated with the name change, including new signage, employee uniform shirts,
letterhead, etc. requiring the sponsor name and/or logo.
The City would receive 60% of the net naming receipts collected for the first 12 months, 70% of the net
naming receipts collected for the second 12 months, and 80% of the net naming receipts for the third
12-month period, and fourth and fifth, if any 12-month periods. The Brahmas would receive 40%, 30%
and 20%, respectively, of the net naming receipts collected as compensation for the marketing services
of the naming rights.
City of Fort Worth, Texas
"agar and Council 4:0mmunication
DATE REFERENCE NUMBER I LOG NAME PAGE
7/31/01 C-18692 25NAMING 2 of 2
SUBJECT EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT WITH THE FORT
WORTH BRAHMAS HOCKEY CLUB TO MARKET THE NAMING RIGHTS
SPONSORSHIP FOR THE FORT WORTH CONVENTION CENTER
The Brahmas must continue to play a minimum of thirty home games per year in the City's public event
facilities to be eligible for compensation under the professional services agreement, and the naming
rights sponsor must agree to honor the terms of the naming rights agreement regardless of whether the
Brahmas hockey team continues to use the WRCC Arena.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the Public Events Department is responsible for the collection and
deposit of naming rights fees.
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Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
GG01 443443 0252000 APPROVED
Dale Fisseler(Acting) 6140 CITY COUNCIL
Originating Department Head:
JUL 31 2001
Kirk Slaughter 2501 (from)
Additional Information Contact: l7rtu�a�
City Secretary of the
City of Fort Worix Tom
Kirk Slaughter 2501