HomeMy WebLinkAboutContract 50922 CITY SECRETARY
CCJTRAuT FSO.
CITY OF FORT WORTH
PUBLIC EVENTS DEPARTMENT
WILL ROGERS MEMORIAL CENTER
3401 W LANCASTER AVENUE
FORT WORTH, TEXAS 76107
LICENSE AGREEMENT
Appaloosa Horse Club
2018 through 2020
This license agreement("Agreement") is made and entered into this 2-2—day of_ J `i� 0(B
between the City of Fort Worth, a home-rule municipal corporation of the State of Texas ("City") acting by and
through its duly authorized Assistant City Manager, and Appaloosa Horse Club ("Licensee"), an Idaho non-profit
organization, acting by and through its duly authorized representative.
1.FACILITIES
1.01 City agrees to rent to Licensee, for the purpose of holding the World Championship Appaloosa
Show, ("Event"), the Facilities particularly described in Exhibit A, which is attached hereto and
incorporated herein by reference, on the dates specified in said exhibit. (Facilities is defined in Exhibit A)
Subject to the conditions, limitations and restrictions of this Agreement and any exhibits, amendments
and addendums, Licensee may occupy and use the City of Fort Worth owned Facilities herein described,
including contiguous common areas (and other such areas as agreed upon) 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 SCHEDULE, AND INCENTIVES
2.01 The term, rental amount, payment schedule, and any incentives concerning this Agreement shall
be set forth in Exhibit A. All deposits and other funds received by City are non-refundable.
3.0UTSIDE SUBCONTRACT PERSONNEL
3.01 Licensee shall, at Licensee's own expense, provide all necessary and adequately trained
personnel, including, but not limited to, ticket-sellers, ticket-takers, ushers, floor managers, stage crews
(other than Public Events Department technical personnel), electricians, technicians, carpenters, machine
operators, and any and all other personnel necessary in the promotion and presentation of the Events.
City assumes no responsibility for said personnel and Licensee hereby expressly releases and
discharges City from any and all liability for any property damage or loss and/or personal injury, including,
but not limited to, death, arising out of or in connection with, directly or indirectly the occupancy and/or
use of the leased Facilities and any and all activities conducted thereon that are sustained by reasons of
the occupancy of said buildings under this Agreement. Nothing herein shall be construed as creating a
principal/agent, or employer/employee relationship between the City and Licensee's subcontracted
personnel.
3.02 The City has the following exclusive agreements for subcontractor services at Will Rogers
Memorial Center:
a) Concessions
b) Alcohol Beverage Service
c) Electrical Distribution
p�Cfi City reserves the right to enter into agreements for exclusive subcontractor services at Will
=, VFtN Rogers Memorial Center at any time.
ol-k AT�OIB 4.ALCOHOL RIGHTS OFFICIAL kE--
C9FT49;rOcense Agreement with Appaloosa Horse Club
CITY SECRETARY
F7.WORTH,TX'.f L5
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 selling or dispensing of beer, wine, or any alcoholic liquors.
5.CONCESSION/SOUVENIR 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
Licensee.
5.02 Licensee must comply with City and Will Rogers Memorial Center ("WRMC") food and beverage
requirements and must contract with the current City contracted vendor to handle all concession services
as well as alcoholic and soft drink beverage services. Any approved sampling is limited to products
directly related to or sold by the exhibitors and must be approved by City in advance. All other give-away
food and beverage products must be purchased through the in-house concessionaire.
6. CATERING
6.01 All caterers who wish to provide services for any reception, luncheon, party, or function where food
or beverages are to be served or consumed on the Facilities must be approved by City at least thirty (30)
days prior to any food or beverage function. It is Licensee's responsibility to provide the City with the name,
address and contact person of the caterer chosen by the Licensee no later than thirty (30) days prior to the
food or beverage function. All caterers must pay the City a percentage of food and beverage charges,
based on their gross invoice.
6.02 City may refuse to honor the request for any reception, luncheon, party or function where food and
beverages are to be served and/or consumed on the licensed Facilities if the Licensee fails to notify the City
of the caterer's name, address and contact person within the required time frame.
6.03 At the option of the City, the City may assess Licensee a One Thousand Dollar ($1,000) per
function charge to Licensee for the failure of the Licensee to obtain City approval thirty(30)days prior to the
Events.
7. ACCEPTANCE OF FACILITIES
7.01 Licensee agrees that Licensee has examined the Facilities prior to the execution of this Agreement
and is satisfied with the physical condition of the Facilities. Licensee's taking possession of the Facilities for
the Events 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 sign above the clock in
the Will Rogers Memorial Coliseum 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 God or other causes beyond the control of Licensee) excepted.
8.02 Licensee will not do or permit to be done any injury or damage to any buildings or part thereof, or
permit to be done anything that will damage or change the finish or appearance of the Facilities or the
furnishings thereof or any other property belonging to the City by the erection or removal of equipment or
any other improvements, alterations, or additions. No decorative or other materials shall be nailed, tacked,
screwed or otherwise physically attached to any part of the Facilities or to any of the furnishings or fixtures
of the City without the consent of the City.
8.03 Subject to ordinary wear and tear, Licensee will pay the costs of repairing (to its condition
immediately preceding the occurrence of such damage) any damage that may be done to the Facilities or
any of the fixtures, furniture or furnishings by any act of Licensee or any of Licensee's employees, agents,
officers, or anyone visiting the Facilities upon the invitation of the Licensee including the patrons of the
attraction or function for which Licensee hereby is leasing the Facilities. The City shall determine, in its sole
discretion, whether any damage has occurred, the amount of the damage, and the reasonable costs of
repairing the damage, and whether, under the terms of the Agreement, the Licensee is responsible. City
shall be the sole judge of the quality of the maintenance and/or damage of the licensed Facilities,
License Agreement with Appaloosa Horse Club
2of15
furnishings, fixture, or furniture 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 licensing the Facilities, City does not relinquish the right to control the management of the
Facilities, or the right to enforce all necessary and proper rules for the management and operation of the
same. City, through its Manager, police and fire personnel and other designated representatives has the
right, at any time, to enter any portion of the Facilities (without causing or constituting a termination of the
privilege or an interference for the possession of the Facilities by the Licensee) for any purpose, provided
this shall not authorize or empower City to direct the activities of the Licensee or assume liability for
Licensee's activities.
9. CITY OF FORT WORTH OWNED EQUIPMENT AND PUBLIC EVENTS DEPARTMENT LABOR
9.01 Licensee and City understand that a rental charge will be assessed for any chairs, tables, stages,
lights, and sound equipment at the prevailing rate. Licensee shall pay for Public Events Department
technical personnel in the number and manner prescribed by City to work all Events using staging, lights,
amplified sound, or related equipment. Any additional technical services will be provided by an approved
vendor at the Licensee's expense.
10. EQUIPMENT
10.01 All equipment owned by Licensee must be removed from the WRMC immediately after completion
of the Events. No equipment maybe left in the WRMC. Any equipment or other property left by the
Licensee at the WRMC for over thirty (30) days will be considered abandoned and will become the property
of the City; the City will dispose of the property as it deems appropriate. Any equipment used by the
Licensee that is owned by the City must be returned to the owner in the same or better condition than when
received by Licensee.
11. PROPERTY LOSS
11.01 City assumes no responsibility for any property placed in said buildings or any part thereof by the
Licensee or any agent, officer, and/or employee of the Licensee. Licensee hereby expressly releases and
discharges City from any and all liability for any property damage or loss and/or personal injury, including,
but not limited to, death, arising out of or in connection with, directly or indirectly, the occupancy and/or use
of the leased Facilities and any and all activities conducted thereon sustained by reasons of the occupancy
of said buildings under this Agreement.
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 officers of Licensee and the
right, with its officers and agents, including its police officers, to eject any objectionable person or persons
(including an employee or employees of the Licensee) from the Facilities or any other of its facilities. In the
event of the exercise of this authority, Licensee hereby waives any and all claims for damages of
whatsoever kind against the City, its officers, agents, representatives, or employees on account of said
removal.
13. UTILITIES/HVAC
13.01 City agrees to furnish the necessary light and existing electrical power for ordinary use only, in the
opinion of the City's Director of Public Events or his or her designee of said buildings, including, but not
limited to, lighting, heat and/or air conditioning sufficient to make the buildings comfortable (during
event/show hours only), and water for ordinary use of the appliances installed but for no other purposes.
City shall not be responsible for accidents 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 "GFCI protected"
printed on the cord. All 120 volt extension cords shall be three-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 which is readily available.
14. SEATING CAPACITY
14.01 Licensee will not sell more tickets or allow more occupancy than the seating capacity of the
Facilities permits and/or as allowed under any federal, state, and local laws, statutes, ordinances, charter
provisions, rules and regulations of the City; including, but not limited to, all rules, regulations and/or
requirements of the City of Fort Worth Police and Fire Departments.
15. EMERGENCY PERSONNEL
License Agreement with Appaloosa Horse Club
3of15
15.01 Licensee shall be responsible, at its own cost and expense, to provide such emergency medical
services as it deems necessary for the Events. Any standby ambulance service must be provided by the
City's current licensed ambulance provider, in accordance with the City Code. Standby ambulance service
shall be required, at Licensee's expense, for any event, which in the sole opinion of City requires such
service. The costs must be paid directly to the emergency medical personnel.
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 Director. Licensee or its vendor shall bear sole responsibility, if any, for reporting its
payment for each security officer's services as taxable income to the Internal Revenue 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 SUITS 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 principal/agent, or employer/employee
relationship between the City and Licensee'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. FIRE MARSHAL
17.01 Licensee shall be responsible, at its own cost and expense, to provide such fire marshal services
as deemed necessary for the Events as determined by Director. Licensee understands that fire marshal
personnel are independent contractors. Vendor 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. NON-SMOKING FACILITY
18.01 Licensee understands that WRMC is a NON-SMOKING FACILITY and agrees to make hourly
announcements to that effect, if possible. In any event, Licensee agrees to make at least three (3)
announcements to that effect during an eight (8) hour period, with one announcement being made at the
beginning of each event.
19. OBSTRUCTIONS
19.01 Sidewalks, entries, passage vestibules, halls, elevators, or access ways to public utilities of the
premises 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, skylights, 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. All 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 Events 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, BUT NOT LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, LOST
PROFITS, PROPERTY DAMAGE, DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT
LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, 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 PROVED THAT 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 CONTRACT, INTENTIONAL CONDUCT, VIOLATION OF STATUTE
OR COMMON LAW, BREACH OF WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR
ANY OTHER ACT OR CONDITION WHATSOEVER OF THE CITY OR ITS PROPERTY.
22. INSURANCE
License Agreement with Appaloosa Horse Club
4of15
22.01 Prior to the time Licensee is entitled to any right of access to or use of the Facilities, Licensee
shall procure, pay for and maintain the following insurance written by companies approved by the State of
Texas and acceptable to the Director. The following insurance shall be evidenced by delivery to the
Director of executed certificates of insurance or certified copies of policies, whichever is acceptable to the
Director.
A. Commercial General Liability(CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
B. Business Automobile Liability Insurance
i. $1,000,000 each accident on a combined single limit
or
$250,000 Property Damage; and
$500,000 Bodily Injury per person per occurrence
ii. The insurance policy shall be endorsed to cover "Any Auto", defined as autos
owned, hired, and non-owned when said vehicle is used in the course of the
Event herein.
C. Workers' Compensation Insurance
i. Part A: Statutory Limits
ii. Part B: Employer's Liability
a) $100,000 each accident
b) $100,000 disease-each employee
C) $500,000 disease-policy limit
22.02 Additional Requirements.
A. Such insurance amounts shall be revised upward at the Director's reasonable option and
no more frequently than once every 12 months, and Licensee shall revise such amounts
within thirty(30)calendar days following notice to Licensee of such requirements.
B. To the extent permissible by applicable law, insurance policies required herein shall be
endorsed to include City as an additional insured as its interest may appear. Additional
insured parties shall include employees, representatives, officers, agents, and volunteers
of City.
C. All policies shall include a Waiver of Subrogation (Right of Recovery) in favor of the City
of Fort Worth.
D. Any failure on part of Director to request certificate(s) of insurance shall not be construed
as a waiver of such requirement or as a waiver of the insurance requirements
themselves.
E. Insurers of Licensee's insurance policies shall be licensed to do business in the state of
Texas by the Department of Insurance or be otherwise eligible and authorized to do
business in the state of Texas. Insurers shall be acceptable to the Director insofar as
their financial strength and solvency and each such company shall have a current
minimum A.M. Best Key Rating Guide rating of A-: VIII or other equivalent insurance
industry standard rating otherwise approved by the Director.
F. Deductible limits on insurance policies shall not exceed $10,000 per occurrence unless
otherwise approved by the Director. Deductibles shall be listed on the certificate of
insurance.
License Agreement with Appaloosa Horse Club
5of15
G. In the event there are any local, federal or other regulatory insurance or bonding
requirements for Licensee's operations, and such requirements exceed those specified
herein, then such requirements shall prevail.
H. Licensee shall require its contractors and subcontractors to maintain applicable insurance
coverages, limits, and other requirements as those specified herein; and, Licensee shall
require its contractors and subcontractors to provide Licensee and City with certificate(s)
of insurance documenting such coverage. Also, Licensee shall require its contractors
and subcontractors to have City and Licensee endorsed as additional insureds (as their
interest may appear)on their respective insurance policies.
I. The term of insurance is for the duration of the License Period, which includes the period
from the right of access to set-up through the period allowed for removal of property.
J. The Licensee is responsible for providing the City with a thirty(30) calendar day notice of
cancellation or non-renewal of any insurance policy and may not change the terms and
conditions of any policy that would limit the scope or coverage, or otherwise alter or
disallow coverage as required herein.
K. Any self-insured retention in excess of $25,000.00, affecting required insurance
coverage, shall be acceptable to and approved by the Director in regards to asset value
and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained
through insurance pools or risk retention groups, must also be approved by the Director.
L. The company issuing the insurance policy shall have no recourse against the City of Fort
Worth for payment of any premiums or assessments for any deductibles that all are at the
sole risk of Licensee.
M. For purposes of this insurance section, the terms "Owner", "City" or "City of Fort Worth"
shall include all authorities, boards, bureaus, commissions, divisions, departments, and
officers of the City and the individual members, representatives, officers, employees, and
agents thereof in their official capacities and while acting on behalf of the City of Fort
Worth.
N. Coverage shall be written on a Per Occurrence basis and the policy shall include Broad
Form Property Damage Coverage with an insurance company satisfactory to the
Director. If insurance policies are not written for specified coverage limits, an Umbrella or
Excess Liability insurance for any differences is required. When required, Excess
Liability shall follow the form of the primary coverage.
O. If coverage is underwritten on a claims-made basis, the retroactive date shall be
coincident with or prior to the date of the License Period 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 Agreement and for five (5) years
following termination or expiration of the Agreement. An annual certificate of insurance
submitted to the City shall evidence such insurance coverage.
P. Certificates of Insurance shall be delivered to the Will Rogers Memorial Center, 3401
West Lancaster Avenue, Fort Worth, Texas 76107, evidencing all the required
coverages, including endorsements.
22.03 Licensee hereby waives subrogation rights for loss or damage against City, and its officers,
agents, representatives, servants, and employees for personal injury (including, but not limited to, death),
property damage, and any other loss.
22.04 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 thereupon that will in any way conflict with the conditions of any
insurance policy upon the Facilities or any part thereof, or in any way increase the rate of fire insurance
upon the Facilities or on property kept therein, or in any way obstruct or interfere with the right of the other
tenants of the Facilities, or injure or annoy them.
22.05 Notwithstanding anything to the contrary, City may terminate this Agreement immediately upon
the failure of the Licensee to provide acceptable documentation of insurance as required herein.
License Agreement with Appaloosa Horse Club
6of15
23. COMPLIANCE WITH LAW
23.01 Licensee shall ensure compliance with all federal, state, and local laws, statutes, rules,
regulations, and ordinances including, but not limited to all ordinances, charter provisions, rules and
regulations of the City of Fort Worth. Licensee will not do or suffer to be done anything on the Facilities
during the License Period in violation of any such laws, statutes, ordinances, rules, regulations, charter
provisions, directives or requirements. If the City calls the attention of Licensee to any such violation on
the part of said Licensee or any person employed by or admitted to the Facilities by Licensee, Licensee
will immediately desist from and correct such violation or vacate the Facilities.
23.02 Licensee will obtain and pay for all necessary permits, licenses, and taxes from any governmental
agency with jurisdiction thereof.
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 thereunder including, but not limited to, the assumption
of any and all responsibilities for paying royalties that are due for the use of copyrighted works in Licensee's
performances or exhibitions to the copyright owner, or representative of said copyright owner. City
expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or
financial obligations. City specifically does not authorize, permit, or condone the performance,
reproduction, or other use of copyrighted materials by Licensee or its agents or licensees without the
appropriate licenses or permission being secured by Licensee in advance. It is further agreed that
LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS FOR ANY CLAIMS ARISING
FROM NONPAYMENT TO LICENSING AGENCIES, INCLUDING, BUT NOT LIMITED TO, ASCAP, BMI,
AND SESAC OR DAMAGES ARISING OUT OF LICENSEE'S INFRINGEMENT OR VIOLATION OF THE
COPYRIGHT LAW AND/OR REGULATIONS. City expressly assumes no obligation to review or obtain
appropriate licensing and all such licensing shall be the exclusive obligation of the Licensee. Licensee
understands that they are responsible for securing any and all licenses by artists/performers giving
permission for the recordings. Licensee is responsible for both reporting and payment of any music
licensing fees that may be required by law.
24.02 Licensee understands and agrees that without the proper license obtained by Licensee, there is a
risk of an injunction or money damages arising from a copyright lawsuit brought by ASCAP, BMI, SESAC,
or any other licensing agency.
25. AMERICANS WITH DISABILITIES ACT(ADA)
25.01 It is understood that the Events of Licensee are not an events of the City. Licensee acknowledges
that it is responsible for and will make available the goods and services offered at the Events to all
attendees including those with disabilities. Licensee is responsible for non-permanent accessibility
requirements, such as, but not limited to, seating accessibility and auxiliary aids for the visually impaired,
hearing impaired and mobility impaired. LICENSEE 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 TICKETS FOR ADA SEATING TO PERSONS WHO DO NOT
REQUIRE ADA ACCOMMODATIONS. LICENSEE INDEMNIFIES THE CITY FOR ANY AND ALL
CLAIMS AND LIABILITIES ARISING OUT OF LICENSEE'S DUTIES UNDER THE REQUIREMENTS OF
ADA AND THIS SECTION.
26. FORCE MAJEURE
26.01 Force Majeure shall include, but not be limited to, acts of God, acts of the public enemy, war,
insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts,
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, wholly or in part, by Force Majeure to carry out any of its
obligations under this Agreement, it is agreed that on such party's giving notice and full particulars of such
Force Majeure as soon as practicable, but no later than seven (7) days after the occurrence of the cause
relied upon, the obligations of the party giving such notice, 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 have no right to assign, sell, or transfer its rights or obligations under this Agreement
without the prior written consent of the City. Any purported transfer or assignment in violation of this
License Agreement with Appaloosa Horse Club
7of15
provision shall be null and void and shall constitute a default hereunder. If assigned per the written consent
of the City, Licensee agrees to ensure that any assignee will comply with all terms, provisions, covenants,
and conditions of this Agreement. Assignment or subletting of this Agreement 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 ("Events of Default") by Licensee
under this Agreement:
A. Licensee fails to pay any installment of the rent when due or any other payment of
reimbursement to City required hereunder;
B. Licensee attempts to assign this contract without the prior written consent of City;
C. Licensee becomes insolvent or makes a transfer in fraud of creditors, or makes an
assignment for the benefit of creditors;
D. Licensee fails to comply with the insurance requirements set forth in this Agreement; or
E. Licensee fails to comply with any term, provision or covenant of this Agreement.
29. TERMINATION
29.01 Upon the occurrence of any such Event of Default of the Agreement, City shall have the option to
terminate this Agreement immediately. Licensee shall immediately surrender the Facilities to City and, if
Licensee fails to do so, City may, without prejudice to any remedy, enter upon and take possession of the
Facilities and remove Licensee and any other person who may be occupying the Facilities by force, if
necessary, without being liable for the prosecution or any claim of damages therefore. Licensee agrees to
pay to City on demand the amount of all loss and damage which City may suffer by reason of such
termination.
29.02 City may, as a result of default as described in Paragraph 28 above, and at its discretion, relet the
entire Facilities or relet any building or any portion of any building of the Facilities that is determined by the
City not to be in substantial use by the Licensee and receive the rent therefore, and Licensee agrees to pay
to City on demand any deficiency that may arise by reason of reletting. City agrees to use all reasonable
efforts to attempt to relet the Facilities. Licensee 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.
29.03 No pursuit of any remedy by City constitutes a forfeiture or waiver of any rent due to City or of any
damages accruing to City by reason of the violation of any of the terms, provisions, and covenants herein
contained. No act or thing done by City or its officers, agents or employees during the term of this
Agreement 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 shall be
valid unless in writing signed by City. City's acceptance of the payment of rental or other payments after
the occurrence of a default shall 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 constitute a waiver of such default or of City's right to enforce any such
remedies with respect to such default or subsequent default.
30. NOTICES
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 shall be deemed service on all Licensees. Any notice so given shall be
deemed to have been received when deposited in the United States mail so addressed with postage
prepaid.
CITY:
Director of Public Events With Copy To:
Will Rogers Memorial Center City of Fort Worth
3401 W. Lancaster City Attorney's Office
Fort Worth, Texas 76107 200 Texas Street
Fort Worth Texas 76102
LICENSEE:
Appaloosa Horse Club
Attn: Steve Taylor
2720 W Pullman Rd
License Agreement with Appaloosa Horse Club
8of15
Moscow, ID 83843
31. SOLE AGREEMENT,AMENDMENT, SEVERABILITY,ADDITIONAL TERMS
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 hereof, shall be void. It is understood and agreed that all the
provisions of this License Agreement are applicable except where specifically modified by any exhibit,
addendum, or amendment, in which case such exhibit, addendum, or amendment shall apply.
31.02 Licensee and City agree to promptly execute an amendment(s) to this Agreement in order to spell
out any additional terms agreed to between the Licensee and City. Failure of the Licensee and City to
execute such amendment upon request shall be considered an event of default and this Agreement may be
terminated at the option of the requesting party. No amendment or additional terms shall be effective
unless it is in writing and signed by both parties hereto after the effective date of this Agreement.
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.
31.04 Licensee acknowledges that it has read, understands, and agrees to the additional terms stated in
Exhibit A.
32. SUCCESSORS AND ASSIGNS
32.01 This Agreement shall be binding upon and insure to the benefit of the parties hereto and their
respective heirs, executors, administrators, legal representatives, successors and, except as otherwise
provided in this Agreement, their assigns.
33. GOVERNING LAW AND VENUE
33.01 This Agreement shall be construed in accordance with the internal laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for
such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for
the Northern District of Texas, Fort Worth Division.
34. INDEPENDENT CONTRACTORMO PARTNERSHIP
34.01 It is expressly understood and agreed that Licensee shall operate as an independent contractor
as to all rights and privileges granted herein, and not as agent, representative or employee of the City.
Subject to and in accordance with the conditions and provisions of this Agreement, Licensee shall have
the exclusive right to control the details of its operations and activities and be solely responsible for the
acts and omissions of its officers, agents, servants, employees, contractors (except the City), and
subcontractors. Licensee acknowledges that the doctrine of respondeat superior shall not apply as
between the City, its officers, agents, servants and employees, and Licensee, and its officers, agents,
employees, servants, contractors, and subcontractors.
34.02 Licensee further agrees that nothing herein shall be construed as the creation of a partnership
or joint enterprise between City and Licensee. It is further understood that the City shall in no way be
considered a Co-employer or a joint employer of Licensee or any officers, agents, servants, employees,
contractors, or subcontractors of Licensee. Neither Licensee, nor any officers, agents, servants,
employees, contractors, or subcontractors of Licensee shall be entitled to any employment benefits from
the City. Licensee shall be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or subcontractors.
Licensee shall also be responsible and liable for any and all acts or omissions of Licensee and its
officers, agents, servants, employees, contractors, and subcontractors.
34.03 Licensee represents and warrants that all of its officers, agents, servants, employees,
contractors, and subcontractors who perform any services under this Agreement are qualified and
competent to perform such services. The Director reserves the right to refuse to permit any officer,
agent, servant, employee, contractor, or subcontractor of Licensee from providing service under this
Agreement for any reason, provided that if the conduct of the any such individual or entity is correctable,
Licensee shall have first been notified of the objectionable conduct and shall have had the opportunity
to correct it.
License Agreement with Appaloosa Horse Club
9ofls
35. AUTHORITY OF LICENSEE'S AGENT
35.01 By executing this Agreement, Licensee's agent affirms that he or she is authorized by Licensee to
execute this Agreement and that all representations made herein with regard to Licensee's identity,
address, and legal status (corporation, partnership, individual, etc.) are true and correct.
EXECUTED as of the date and year first above written in Fort Worth, Tarrant County, Texas.
CITY OF FORT WORTH APPALOOSA HORSE CLUB
�B
v
r
2'
By: By:
Uusa Alanis Steve Taylor
Assistant City Manager Chief Executive O icer
Approval Recomended:
By:_ oull,
Kirk 4 t_ls-Zghter
Director of Public Events
APPROVED AS TO FORM AND LEGAYTY:
By:
TyWr all h
Assistant Attorney
ATTES e ORT �Irj
Ely: t :S
M ry Kayser ~
City Secretary
AGREEMENT AUTHORIZATION:
No M&C required
®FFICIAI-RECCR®
CITY SECRETARY
License Agreement with Appaloosa Horse Club FT.WORTMs TX
`�� 10 of 15
CITY OF FORT WORTH USE ONLY
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all perfoTniafwe and reporting requirements.
David Reeves
Sr Public Events Manager
License Agreement with Appaloosa Horse Club
16 of 16
Exhibit A
1) FACILITIES AND RENTAL DATES
a) City agrees to license and provide to Licensee the following facilities at the WRMC (collectively,
the "Facilities" or"Facility") as needed and available for the Event on the contracted dates listed
in section 1.b.
i) Will Rogers Coliseum
(1) Includes all dressing rooms, office areas
ii) Burnett Building
(1) Includes all stalls,Vet Clinic, office areas, exercise area and cattle pens
iii) Richardson-Bass Buildinq
(1) Includes John Justin Arena, all stalls and cattle pens, James L. and Eunice West
Arena, Brown-Lupton North and South Exhibits Areas, Coburn Room, all
available meeting rooms and office areas
iv) Charlie and Kit Moncrief Buildinq
(1) Includes W.R. Waft Arena, all stalls and cattle pens, exercise arena and all
meeting rooms and office areas
V) Equestrian Multi-Purpose Buildinq
(1) Includes all stalls and arenas
vi) The Pavilion with 128' x 250'arena
vii) Cattle Barns 2-4
b) YEARS 2018—2020 ("Initial Term")
i) 2018
(1) October 22-23: Move in to designated office areas, arenas and commercial
exhibits areas by show staff and show decorator ONLY at no charge
(2) October 24-25: Move in and exercise beginning at 7:00 a.m.
(a) Any livestock arriving on show grounds prior to 7:00 a.m.. Wednesday,
October 24. 2018 will be considered early arrivals.
(3) October 26-November 3: Show Dates
(4) November 4: Move out must be completed by 12:00 a.m.
ii) 2019
(1) October 21-22: Move in to designated office areas and arenas by show staff and
show decorator ONLY
(2) October 23-24: Move in and exercise beginning at 7:00 a.m.
(a) Any livestock arriving on show grounds prior to 7:00 a.m., Wednesday,
October 23. 2019 will be considered early arrivals.
(3) October 25-November 2: Show Dates
(4) November 3: Move out must be completed by 12:00 a.m.
iii) 2020
(1) October 26-27: Move in to designated office areas and arenas by show staff and
show decorator ONLY
(2) October 28-29: Move in and exercise beginning at 7:00 a.m.
(a) Any livestock arriving on show grounds prior to 7:00 a.m., Wednesday,
October 28, 2020 will be considered early arrivals.
(3) October 30 -November 7: Show Dates
(4) November 8: Move out must be completed by 12:00 a.m.
iv) SHOW DATES BEYOND 2020—("RENEWAL TERMS")
(1) Licensee shall have the option to renew this Agreement for the Event for the
following two additional periods on the same terms and conditions.
(a) 2021-2022 Renewal — The first option to renew must be exercised in
writing by Licensee within sixty(60)calendar days after the conclusion of
its 2018 Event.
License Agreement with Appaloosa Horse Club
11 of 15
(b) 2023-2025 Renewal — The third option to renew must be exercised in
writing by Licensee within sixty(60) calendar days after the conclusion of
its 2020 Event.
(c) If Licensee does not exercise its first renewal option, there shall be no
second renewal term(s).
(d) 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) 2021
(a) October 25-26: Move in to designated office areas and arenas by show
staff and show decorator ONLY
(b) October 27-28: Move in and exercise beginning at 7:00 a.m.
(i) Any livestock arriving on show grounds prior to 7:00 a.m..
Wednesday. October 27, 2021 will be considered early arrivals.
(c) October 29- November 6: Show Dates
(d) November 7: Move out must be completed by 12:00 a.m.
(3) 2022
(a) October 24-25: Move in to designated office areas and arenas by show
staff and show decorator ONLY
(b) October 26-27: Move in and exercise beginning at 7:00 a.m.
(i) Any livestock arriving on show grounds prior to 7:00 a.m..
Wednesday, October 26. 2022 will be considered early arrivals.
(c) October 28- November 5: Show Dates
(d) November 6: Move out must be completed by 12:00 a.m.
(4) 2023-2025
(a) City agrees to reserve comparable show dates for the 2023-2025
Events. The parties agree to execute an addendum to this Agreement
that specifies the dates for such Events on or before November 6, 2020.
2) RENTAL RATE SCHEDULE
a) In consideration for the rights and privileges granted to Licensee under this Agreement for the
use of the Facilities, including, but not limited to, any stalls associated therewith, Licensee agrees
to pay the rates set forth below pursuant for the Initial Term and any Renewal Term ("Rental
Rates").
I) Will Rogers Coliseum
(1) $500-Per Move In or Move Out Day
(2) $900-Per Exercise Day(12 hours climate controlled)
(3) $1,200-Per Show Day(All show hours climate controlled)
ii) Burnett Building Stalls
(1) $55-Per stall used in years 2018 through and including 2022
(2) $60 - Per stall used in years 2023 through and including 2025 if the applicable
renewal option(s)are exercised
(3) There will be a $25.00 per day fee charged per stall occupied prior to 7:00
a.m. on the first move-in day or after midnight on the move-out day in each
year contracted.
iii) Burnett Cattle Pens
(1) $150 Per Move In or Move Out Day
(2) $350 Per Show Day
iv) John Justin Arena
(1) $250-Per Move In or Move Out Day
(2) $500-Per Exercise Day(12 hours climate controlled)
(3) $800-Per Show Day(All show hours climate controlled)
V) James L. & Eunice West Arena
(1) $150 Per Move In or Move Out Day
(2) $600 Per Show or Sale Day(All show/sale hours climate controlled)
vi) Brown-Lupton North Exhibit Area
License Agreement with Appaloosa Horse Club
12 of 15
(1) $100-Per Move In or Move Out Day
(2) $300-Per Show Day(All show hours climate controlled)
vii) Brown-Lupton South Exhibit Area
(1) $100-Per Move In or Move Out Day
(2) $300-Per Show Day(All show hours climate controlled)
viii) Richardson-Bass Building Stalls
(1) $55-Per stall used in years 2018 through and including 2022
(2) $60 — Per stall used in years 2023 through and including 2025 if the applicable
renewal option(s)are exercised
(3) There will be a $25.00 per day fee charged per stall occupied prior to 7:00
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) $150 Per Move In or Move Out Day
(2) $350 Per Show Day
X) Moncrief Building Stalls
(1) $55-Per stall used in years 2018 through and including 2022
(2) $60 - Per stall used in years 2023 through and including 2025 if the applicable
renewal option(s)are exercised
(3) There will be a $25.00 per day fee charged per stall occupied prior to 7:00
a.m. on the first move-in day or after midnight on the move-out day in each
year contracted.
A) W. R.Watt Arena
(1) $250-Per Move In or Move Out Day
(2) $500-Per Exercise Day(12 hours climate controlled)
(3) $1,000-Per Show Day(All show hours climate controlled)
xii) Equestrian Multi-Purpose Building Exercise Arenas
(1) $500-Per Arena per Move In, Exercise or Move Out Day
(2) $1,000-Per Arena per Show Day
All) Equestrian Multi-Purpose Building Stalls
(1) $55-Per stall used in years 2018 through and including 2022
(2) $60 - Per stall used in years 2023 through and including 2025 if the applicable
renewal option(s)are exercised
(3) There will be a $25.00 per day fee charged per stall occupied prior to 7:00
a.m. on the first move-in day or after midnight on the move-out day in each
year contracted.
xiv) The Pavilion with 128'x 250' arena
(1) $500-Per Move In or Move Out Day
(2) $500-Per Exercise Day
(3) $1,000-Per Show Day
xv) Cattle Barn 2, 3, and 4 Stalls
(1) $55-Per stall used in years 2018 through and including 2022
(2) $60 - Per stall used in years 2023 through and including 2025 if the applicable
renewal option(s)are exercised
(3) There will be a $25.00 per day fee charged per stall occupied prior to 7:00
a.m. on the first move-in day or after midnight on the move-out day in each
year contracted.
xvi) Show Arena
(1) $150-Per Move In or Move Out Day
(2) $300—Per Show Day
xvii) On or before April 1 of each year of the Initial Term and any Renewal Term of this
Agreement, Licensee shall provide the Director of the Public Events Department or that
person's designee ("Director") a full and detailed outline, in writing, of the Facilities that
Licensee desires to use for its upcoming Event, along with the proposed use of each
such Facility (i.e. move-in, show, and the like) and any other information required by the
Director concerning the Event ("Event Plan"). The parties may amend the Event Plan
after the April 1 deadline upon mutual written agreement. The Event Plan, and any
amendment thereto, is subject to written approval by the Director.
License Agreement with Appaloosa Horse Club
13 of 15
xviii) The City will apply the Rental Rates against the information contained within the Event
Plan to calculate the rental fee due to the City for the Licensee's use of the Facilities for
the applicable Event ("Rental Fee"). Licensee shall pay any such Rental Fee in
accordance with the terms of this Agreement.
xix) The parties may amend this Agreement, in writing, to add additional dates or City
facilities at the agreed upon Rental Rates if Licensee requires the use of such for its
Event. Any such additional facilities shall be included in the definition of Facility or
Facilities and be subject to the terms and conditions of this Agreement. The City does not
guarantee any availability for additional dates or facilities.
xx) All events must end by midnight unless otherwise stated on the License Agreement and
insurance certificate. City will invoice the Licensee at a rate of$200.00 per hour for any
additional hour (or portion thereof) in which Licensee occupies space rented for show
and/or Event activities between the hours of 12:00 midnight and 7:00 a.m.
3) ADDITIONAL FEES AND CHARGES
a) The charges and expenses to be paid to the City or an approved City vendor or contractor, as
applicable, by Licensee that are set forth below are in addition to the Rental Fee and shall be
referred to herein as"Additional Fees."
i) Shavings: City retains exclusive rights for the sale of all shavings at the prevailing market
rate. Shavings in bags may not be brought onto show grounds by Licensee or any Event
participants. If Licensee or any exhibitor brings shavings onto the show grounds or into
the Facilities without the prior written consent of the Director, or in direct conflict with the
exclusive rights of the City, then the Licensee shall be responsible for paying a fee of
$5.00 per bag of shavings based on the equivalent of a 3%cubic foot bag. The total fine
amount will be at the sole discretion of the Director.
ii) Trailer/RV Parking: Licensee may use any available space for trailer parking as
designated by the Director at the prevailing parking rates. At the discretion of the
Director, RV spaces will be provided, as available, and will be invoiced to Licensee or
Licensee's exhibitors at the prevailing market rates. Licensee shall be responsible for
ensuring that all payments are made in a timely manner and shall be liable for
nonpayment by Licensee's exhibitors.
iii) Arena Preparation and Clean-up: City will clean arena seating areas once daily prior to
start of each show date contracted. City will also clean the main aisles of contracted
livestock Facilities daily. City will provide a base level of arena footing for the Event, at its
discretion. Any additions or changes to the base dirt provided by the City must be
contracted with the City's current approved contractor at the Licensee's sole cost and
expense.
IV) Sound, Lighting, and Stagehand Labor: In the event City is unable to furnish sufficient
WRMC stagehands to work any Event that uses staging, lights, or amplified sound,
Licensee must contract with and pay a vendor approved by the Director to provide
additional stagehand services.
V) Third-Party Vendors and Contractors: To the extent that this Agreement requires
Licensee to procure the services of a third-party contractor or vendor, including, but not
limited to, catering, electrical distribution, additional labor and staffing, ambulance, fire
marshal, and security, the costs for such services shall be borne by the Licensee and
shall not be part of the Rental Fee.
vi) Commercial Exhibitor/Vendor Space: Licensee will be invoiced $50.00 per designated,
inside commercial exhibitor space and $125.00 per designated outside commercial
exhibitor space for use by approved commercial exhibitors. This fee does not apply to
commercial exhibitors located in a designated "exhibits hall/facility" rented by Licensee
for use by commercial exhibitors. City will not provide any tables or chairs for use by
commercial exhibitors. Any use of outside exhibit space must be agreed upon by
Licensee and City prior to May 1 st in each licensed year.
4) PAYMENT SCHEDULE
a) YEARS 2018 through 2025:
License Agreement with Appaloosa Horse Club
14 of 15
(1) Licensee shall pay the City a non-refundable Rental Fee deposit of$5,000.00 by
no later than January 1st of each calendar year of the Initial Term and any
Renewal Term.
(2) Licensee shall pay the City an additional non-refundable Rental Fee deposit of
$15,000 by no later than October 1st of each calendar year of the Initial Term
and any Renewal Term.
(3) Licensee shall pay in full any remaining balance owed to the City within thirty(30)
calendar days after receipt of an invoice for final charges from the City, which
includes, without limitation, any Rental Charges and any Additional Fees set forth
in this Exhibit A.
(4) Any and all payments shall be made payable to the City of Fort Worth at the
office of the Director at Will Rogers Memorial Center.
5) ANNUAL INCENTIVE
a) Upon the conclusion of each yearly Event, the City will apply an annual Facility Rental Fee credit
equal to 50% of the total Rental Fee, excluding stalls, with a maximum credit of$20,000.00 per
each annual Event. The Facility Rental Fee credit will be applied against the invoice of final
charges.
b) A minimum of 800 city-owned stalls must be rented during each annual Event to be eligible for
the Facility Rental Fee credit.
License Agreement with Appaloosa Horse Club
15 of 15