HomeMy WebLinkAboutContract 36116 (2) SECRETARY
=ONTRACT NO..
CITY OF FORT WORTH
PUBLIC EVENTS DEPARTMENT
WILL ROGERS MEMORIAL CENTER
3401 W LANCASTER AVENUE
FORT WORTH, TEXAS 76107
LICENSE AGREEMENT
APPALOOSA HORSE CLUB, INC.
2008 through 2012
THIS AGREE-M NT and Addendum "A" attached and incorporated herein are made
and entered into this day of 1s, IN. , 2007, between the CITY OF FORT WORTH,
a home rule municipal corporation of the State of Texas, located in Tarrant, Denton, and
Wise Counties, Texas, (hereinafter referred to as the "City") acting by and through its duly
authorized Assistant City Manager, and Appaloosa Horse Club, Inc., located at 2720 West
Pullman Road, Moscow, Idaho 83843, (hereinafter referred to as "Licensee,") acting by and
through its duly authorized representative.
AGREEMENT
1. FACILITIES
City agrees to rent to Licensee, for the purpose of holding the Appaloosa Horse Club
World Championship Show, (hereinafter referred to as the "Event") the Facilities
particularly described in Addendum A, said Addendum being attached hereto and
incorporated herein by reference. Subject to the conditions, limitations and restrictions
of this License Agreement and any 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.
In the event the City shall fail to perform its part of this License 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 causes aforesaid. The City and
the Licensee shall have the right to determine the proportionate abatement of rent
during the period of untenantability. _____------�
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Page 1 of 13
2. TERM AND RENTAL FEE
The term and the rental amount of this License Agreement shall be for the time period
and amount agreed upon between the parties as set forth in Addendum A. All
deposits and/or other funds received by City are non-refundable.
3. OUTSIDE SUBCONTRACT PERSONNEL
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 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 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 License Agreement. Nothing herein shall be construed as creating a
principal/agent, or employer/employee relationship between the City and Licensee's
subcontracted personnel.
4. CONCESSION/SOUVENIR RIGHTS
The City reserves all concession, food and beverage, novelty and souvenir rights. Any
matters not herein expressly provided for shall be left to the discretion of the Director
of Public Events or his designee with the exception of Appaloosa Horse Club, Inc.,
approved commercial exhibitors and the resale of items related to the horse industry or
promotion of the Appaloosa Horse Club, Inc.
Licensee must comply with City of Fort Worth and Will Rogers Memorial Center 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.
5. CATERING
All 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 leased 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 of Fort Worth a
percentage of food and beverage charges, based on their gross invoice.
Page 2 of 13
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 leased Facilities
if the Licensee fails to notify the City of the Caterer's name, address and contact
person within the required time frame.
At the option of the City, the City may assess Licensee a One Thousand ($1,000)
Dollar per function charge to Licensee for the failure of the Licensee to obtain City
approval ten (10) days prior to the event.
6. ACCEPTANCE OF FACILITIES
Licensee agrees that Licensee has examined the Facilities prior to the execution of
this License 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 sign above the clock in the Coliseum shall remain lighted and visible at all
times during the term of the License Agreement.
7. CARE OF FACILITIES
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 License Agreement in good or better condition as existed at the
commencement of this License 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.
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 which 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.
Page 3 of 13
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 which
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 License Agreement, the Licensee is responsible. City shall be the sole judge of the
quality of the maintenance and/or damage of the leased Facilities, 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.
In leasing 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.
8. CITY OF FORT WORTH OWNED EQUIPMENT AND
PUBLIC EVENTS DEPARTMENT LABOR
Licensee and City understand that a rental charge will be assessed for all chairs and
tables 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. All labor charges for
technical services; provided by City will be invoiced at the prevailing hourly rate per
stagehand for all preparation, move in, show and move out hours. Any additional
technical services will be provided by IATSE Local 126. Licensee will be billed actual
labor costs for set up and removal of all equipment.
9. PROPERTY LOSS
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 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 License Agreement.
Page 4 of 13
10. REMOVAL OF DISORDERLY PERSONS
City, through its Manager, 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 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 of Fort Worth, its
officers, or employees on account of said removal.
11. ELECTRICAL
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.
It is understood that the City of Fort Worth 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.
Licensee must contract with City approved vendor to handle all electrical requirements
above and beyond that which is readily available.
12. SEATING CAPACITY
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 of Fort
Worth; including all rules, regulations and/or requirements of the City of Fort Worth
Police and Fire Departments.
13. EMERGENCY PERSONNEL
Licensee shall be responsible, at its own cost and expense, to provide such
emergency medical services as it deems necessary for its event. 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.
Page 5 of 13
14. SECURITY PERSONNEL
Licensee shall furnish adequate security personnel. Licensee hereby assumes sole
responsibility for any and all acts or omissions by its security personnel in the
performance of their responsibilities hereunder, and Licensee agrees to indemnify,
hold harmless and defend the City from any and all claims or suits for property
damage and/or personal injury, including death, arising out of, or in connection with all
acts and/or actions conducted by security personnel. Nothing herein shall be
construed as creating a principal/agent, or employer/employee relationship between
the City and Licensee's security personnel.
15. NON-SMOKING FACILITY
Licensee understands that Will Rogers Memorial Center 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.
16. INDEMNIFICATION
Licensee covenants and agrees to and does hereby indemnify, hold harmless and
defend, at its own expense, City, its officers, servants and employees, from and
against any and all claims or suits for property loss or damage and/or personal injury,
including death, to any and all persons, of whatsoever kind or character, whether real
or asserted, arising out of the work and services to be performed hereunder by
Licensee, its officers, agents, employees, subcontractors, licensees or invitees,
WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE
OFFICERS, SERVANTS, EMPLOYEES, OF THE CITY; and said Licensee does hereby
covenant and agree to indemnify, defend, and hold harmless the City, its officers,
servants and employees for any and all claims or suits for property loss or damage
and/or personal injury, including death, to any and all persons, of whatsoever kind or
character, whether real or asserted, arising out of, the work and services to be
performed hereunder by Licensee, its officers, agents, employees, or subcontractors,
WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE
OFFICERS, SERVANTS, OR EMPLOYEES OF THE CITY. Licensee likewise covenants and
agrees to, and does hereby, indemnify and hold harmless City from and against any
and all injuries, damage, loss or destruction to property of City during the performance
of any of the terms and conditions of this Agreement, WHETHER ARISING OUT OF IN
WHOLE OR IN PART, ANY AND ALL ALLEGED ACTS OR OMISSIONS OF OFFICERS, OR
EMPLOYEES OF CITY OR BY THE CONDITION OF THE CITY'S PREMISES.
If more than one Licensee is named under this License Agreement, the obligation of all
such Licensees shall be, and is joint and several.
Page 6 of 13
17. INSURANCE
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 City. The insurance
shall be evidenced by delivery to City of executed certificates of insurance and/or
certified copies of policies as determined by City.
Licensee covenants and agrees to obtain and keep in force during the term of this
Agreement, Commercial General Liability Insurance, including Personal Injury Liability,
Independent Contractors Liability and Contractual Liability covering, but not limited to,
the liability assumed under the indemnification provisions of this Agreement, with limits
of liability 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 Event, which includes the period from
the right of access to set-up through the period allowed for removal of property;
2) The policy shall require that thirty (30) days prior to the cancellation or any material
change in coverage, a notice shall be given to City by certified mail;
3) Insurers shall have no right of recovery or subrogation against the City of Fort Worth, it
being the intention that the insurance policy shall protect all parties to the Agreement and
be primary coverage for all losses covered by the policies;
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 $25,000.00, affecting 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 issuing 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, Divisions, Departments, and Offices of the City and the individual
members, 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 currently
held by City, to any future coverage, or to City's self-insured retention of whatever nature.
7) The City, its officials, employees, agents and officers shall be endorsed as an "Additional
Insured" to all policies except Employers Liability coverage.
8) Coverage shall be a Combined Single Limit 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 Million Dollar
($1,000,000) combined single limit per accident or $250,000 Property Damage and
$500,000 Bodily Injury per person, per occurrence.
Page 7 of 13
10)AII policies shall be written by an insurer with an A-:VIII or better rating by the most
current version of the A. M. Best Key Rating Guide or with such other financially sound
insurance carriers 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)lf 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
insurance 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 Worth, Texas 76107, evidencing all the required coverages, including
endorsements.
Licensee hereby waives subrogation rights for loss or damage against City, its officers,
agents and employees for personal injury (including death), property damage or any
other loss.
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 which 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.
The City may terminate this Agreement immediately upon the failure of the Licensee to
provide acceptable documentation of insurance as required by this Agreement.
18. COMPLIANCE WITH LAW
It is agreed that Licensee will comply with all federal, state, and local laws, statutes
including all ordinances, charter provisions, rules and regulations of the City of Fort
Worth; including call 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 performances to be given
hereunder. Licensee agrees to obey any other regulations of any municipal authority of
the City of Fort Worth.
Licensee will obtain and pay for all necessary permits, licenses, and taxes from any
governmental agency with jurisdiction thereof and to pay lawful 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 License Agreement 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 said Facilities by
Licensee, Licensee will immediately desist from and correct such violation and/or
vacate the Facilities.
Page 8 of 13
19. FEDERAL COPYRIGHT ACT
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 which 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.
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.
20. CHARITABLE ORGANIZATION
Licensee agrees that if Licensee is a charitable organization entitled to any immunity
or limitation of liability under the provisions of the Charitable Immunity and Liability Act
of 1987, C.P.R.C., § 84.001 et seq., or other applicable law, that Licensee hereby
expressly waives its right to assert or plead defensively any such immunity or limitation
of liability as against any party other than City.
21. AMERICANS WITH DISABILITIES ACT (ADA)
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 its event 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.
Page 9 of 13
22. ASSIGNMENT
Licensee shall not assign this License 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 per the written consent of the City, Licensee agrees
to ensure that any assignee or sub-licensee will comply with all terms, provisions,
covenants, and conditions of this License Agreement.
Assignment or subletting of this License Agreement shall not relieve Licensee from
any of its obligations under this License Agreement.
23. EVENTS OF DEFAULT
The following events shall be deemed to be events of default by Licensee under this
License 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 contract without the prior written consent
of City;
iii. Licensee shall vacate the use of over one-half of any building included in
the Facilities, as described in Addendum A, or vacate the use of over one-
half of any portion of the total Facilities described in Addendum A;
iv. Licensee becomes insolvent or makes a transfer in fraud of creditors, or
makes an assignment for the benefit of creditors; or
v. Licensee fails to comply with any term, provision or covenant of this
License Agreement.
24. TERMINATION
Upon the occurrence of any such event of default of the License Agreement, City shall
have the option to terminate this License 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.
City may, as a result of default as described in Paragraph 23 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 release 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.
Page 10 of 13
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 License Agreement shall be deemed a
termination of the License Agreement or an acceptance of the surrender of the
Facilities, and no agreement to terminate this License 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.
25. NOTICES
All notices required or permitted under this License 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:
Kirk Slaughter, Director of Public Events
Will Rogers Memorial Center
3401 W. Lancaster
Fort Worth, Texas 76107
With Copy to:
Sarah Fullenwider, Assistant City Attorney
1000 Throckmorton Street
Fort Worth, Texas 76102
LICENSEE:
Appaloosa Horse Club, Inc.
Attn: Steve Taylor
P. O. Box 8403
Moscow, Idaho 83843
Page 11 of 13
26. SOLE AGREEMENT
This written instrument constitutes the entire License 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 which 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 Addendum A, in which
case such Addendum shall apply.
27. AMENDMENT
This License Agreement cannot be modified or amended without the written consent of
all the parties hereto and attached and made a part of this License Agreement.
28. SUCCESSORS AND ASSIGNS
This License 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 contract, their assigns.
29. VENUE
Venue shall be in the state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
30. FORCE MAJURE
If the Facilities or any portion thereof shall be destroyed or damaged by fire or other
calamity so as to prevent the use of the Facilities for the purposes and during the
periods specified in this License Agreement or if the use of the Facilities by Licensee
shall be prevented by act of God, strike, lockout, material or labor restriction by any
governmental authority, civil riot, flood, or any other like cause beyond the control of
the City, then this License Agreement shall terminate and Licensee hereby waives any
claim against City for damages by reason of such termination except that any
unearned portion of the rent due hereunder shall abate, or if previously paid, shall be
refunded by City to Licensee.
31. INDEPENDENT CONTRACTORMO PARTNERSHIP
The doctrine of respondeat superior shall not apply as between the Licensee and City
and nothing contained in this License Agreement shall be deemed to constitute City
and Licensee as partners or joint venturers with each other, nor shall the Licensee be
considered to be an agent, representative or 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 and shall be solely responsible for the acts and
omissions of its officers, agents, employees, contractors and subcontractors.
Page 12 of 13
32. SEVERABILITY
In case any one or more of the provisions contained in this License 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 License Agreement
shall be considered as if such invalid, illegal or unenforceable provisions were never
contained herein.
33. AUTHORITY OF LICENSEE'S AGENT
By executing this License Agreement, Licensee's agent affirms that he or she is
authorized by Licensee to execute this License 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 at Fort Worth, Tarrant County, Texas.
ATTEST: CITY OF ZRT WO- ITH
f Y
City Secret Joe a iagua
Assikant-City Manager
Approval Re om ended:
Contract Authorization '
By:
Approved as to form and legality: Kirk N. Slaughter
David Yett, City Attorney Director of Public Events
APPALOO HORSE CLUB, INC.
By: Aarah
L�Ullen ider By: -_
Assistant, y Attorney Ste for
C li ecu,�ive Off' ei-
s/ ``1
Eric Beene
President
Page 13 of 13 -�
APPALOOSA HORSE CLUB, INC.
ADDENDUM A
(CONTRACT NUMBER )
FACILITIES
City agrees to license and provide to Licensee the following facilities at the Will Rogers
Memorial Center (WRMC) for the contracted dates listed below:
1. YEAR 2008
a. October 22-23, 2008 — Move In
■ Burnett Building
Includes all stalls, Vet Clinic, office areas, exercise area and cattle
pens if needed.
■ Richardson-Bass Buildinq
Includes all stalls, John Justin Arena, James L. and Eunice West
Arena, Brown-Lupton Exhibits Area, Coburn Room, exercise area,
cattle pens and all available meeting rooms and office areas.
■ Charlie and Kit Moncrief Building
Includes W. R. Watt Arena, Charlie & Kit Moncrief Building Stall Area,
exercise area, all meetings rooms and office areas.
■ Livestock Barns 2, 3, 4, and Show Arena
b. Livestock shall not be permitted on show grounds prior to 8:00 a.m.
October 22, 2008.
c. October 24 — November 1, 2008 — Show dates
■ Burnett Building
Includes all stalls, Vet Clinic, office areas, exercise area and cattle
pens if needed.
■ Richardson-Bass Building
Includes all stalls, John Justin Arena, James L. and Eunice West
Arena, Brown-Lupton Exhibits Area, Coburn Room, exercise area,
cattle: pens and all available meeting rooms and office areas.
■ Charlie and Kit Moncrief Building
Includes W. R. Watt Arena, Charlie & Kit Moncrief Building Stall Area,
exercise area, all meetings rooms and office areas.
■ Livestock Barns 2, 3, 4, and Show Arena
Page 1 of 9
d. November 2, 2008. - Move Out - Completed by 6:00 p.m.
■ Burnett Building
Includes all stalls, Vet Clinic, office areas, exercise area and cattle
pens if needed.
■ Richardson-Bass Building
Includes all stalls, John Justin Arena, James L. and Eunice West
Arena, Brown-Lupton Exhibits Area, Coburn Room, exercise area,
cattle pens and all available meeting rooms and office areas.
■ Charlie and Kit Moncrief Building
Includes W. R. Watt Arena, Charlie & Kit Moncrief Building Stall Area,
exercise area, all meetings rooms and office areas.
■ Livestock Barns 2, 3, 4, and Show Arena
2. YEAR 2009 through 2012
City will provide the facilities listed in la., c. and d. above at the Will Rogers
Memorial Center for the contracted dates listed below in the years 2009 through
2012:
YEAR 2009
Move In -, October 21 - 22, 2009
Livestock shall not be permitted on show grounds prior to 8:00 a.m.
October 21 2009
Show - October 23 - 31 , 2009
Move Out - November 1 , 2009
YEAR 2010
Move In - October 20 - 21 , 2010
Livestock shall not be permitted on show grounds prior to 8:00 a.m.
October 20, 2010
Show - October 22 - 30, 2010
Move Out- October 31 , 2010
YEAR 2011
Move In - October 19 - 20, 2011
Livestock shall not be permitted on show grounds prior to 8:00 a.m.
October 19, 2011
Show - October 21 - 29, 2011
Move Out- October 30, 2011
Page 2 of 9
YEAR 2012
Move In — October 17 — 18, 2012
Livestock shall not be permitted on show grounds prior to 8:00 a.m.
October 17, 2012
Show — October 19 — 27, 2012
Move Out— October 28, 2012
RENTAL RATE SCHEDULE
For rental of the facilities and services used pursuant to this License Agreement for the
years 2008 through 2012, City agrees to license and Licensee agrees to pay the rates
for use of the facilities at the Will Rogers Memorial Center (WRMC) for the contracted
dates listed below:
1. YEARS 2008 through 2012
a. Will Rogers Coliseum
■ Licensee will have first right of refusal to rent Will Rogers Coliseum as
an additional exercise area throughout term of License Agreement. If
City has an opportunity to offer Coliseum to another user, Licensee
agrees to work with City to accommodate other user if at all possible.
■ $500 - Per Move In or Move Out Day (No heat or air)
■ $900 - Per Exercise Day (12 hours climate controlled)
■ $1 ,500 - Per Show Day (All show hours climate controlled)
b. Burnett Building Stalls
■ $45 - per stall used
■ There will be a $15.00 per stall per day early move-in fee for each
stall occupied prior to 8:00 a.m. on the first move-in day in each
respective year contracted.
c. Burnett Building Cattle Pens
■ $150 Per Move In or Move Out Day
■ $350 Per Show Day
d. John Justin Arena
■ $250 - Per Move In or Move Out Day (No heat or air)
■ $500 - Per Exercise Day (12 hours climate controlled)
■ $800 - Per Show Day (All show hours climate controlled)
e. James L. and Eunice West Sale Arena
■ $150 — Per Move In or Move Out Day (No heat or air)
■ $600 — Per Show/Sale Day (All show/sale hours climate controlled)
Page 3 of 9
f. Brown-Lupton Exhibits Area
■ $100 - Per Move In or Move Out Day (No heat or air)
■ $300 - Per Show Day (All show hours climate controlled)
g. Richardson-Bass Building Stalls
■ $45 - Per stall used
■ There will be a $15.00 per stall per day early move-in fee for each
stall occupied prior to 8:00 a.m. on the first move-in day in each
respective year contracted.
h. Richardson-Bass Cattle Pens
■ $150 Per Move In or Move Out Day
■ $350 Per Show Day
i. Richardson-Bass Building Parking Annex
■ No rental fee
j. Moncrief Building Portable Stalls
■ $45 .- per stall used
■ There will be a $15.00 per stall per day early move-in fee for each
stall occupied prior to 8:00 a.m. on the first move-in day in each
respective year contracted.
k. W. R. Watt Arena
■ $250 - Per Move In or Move Out Day (No heat or air)
■ $500 - Per Exercise Day (12 hours climate controlled)
■ $1,000 - Per Show Day (All show hours climate controlled)
I. Cattle Barns 2, 3, and 4
■ $150 - Per Move In or Move Out Day, Per Barn
■ $350 - Per Show Day, Per Barn
m. Cattle Barn 1
■ Licensee will have first right of refusal to rent Cattle Barn 1 for
installation of portable stalls throughout term of the License
Agreement. If Licensee elects to rent Cattle Barn 1 in any year during
term of License Agreement, written notice must be received by City by
no later than six (6) weeks prior to first move in date of the year
contracted for show.
■ $150 - Per Move In or Move Out Day
■ $350 - Per Show Day
Page 4 of 9
n. Show Arena
■ $100 - Per Move In or Move Out Day
■ $300 — Per Show Day
o. All events must end by midnight unless otherwise stated on the License
Agreement and insurance certificate. $200.00 per hour will be invoiced to
Licensee 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.
p. Portable Stalls
■ Licensee will rent portable stalls directly from City or current contract
vendor.
■ Licensee will pay for each portable stall ordered whether used or
unused at the current contracted rate. Licensee understands and
agrees that if for any reason the contractor defaults on the License
Agreement with City, Licensee agrees to pay the cost per stall
charged to City by replacement vendor. City agrees to use its best
effort to obtain the lowest market price available from replacement
vendor to provide portable stalls.
■ Licensee must use and pay rental for all permanent stalls prior to
occupying portable stalls.
2. In order to establish actual rental fees for each facility, Licensee will submit to
City in writing their confirmation of intent to license the facilities and their
intended use of each facility (i.e. move-in, show, etc.) for the contracted dates
no later than April 1st of each respective licensed year. Licensee
understands that the License Agreement terms will be for the exact same
number of facilities listed in Addendum A and the Licensee's written
confirmation is solely for the purpose of establishing the Licensee's intent to
license the facilities and to establish the use and respective rental fees of
each facility. Any reduction or addition to the number of facilities listed in
Addendum A, roust be mutually agreed upon between the Licensee and City.
Any additional space not specified in Addendum A will be subject to
availability and charged at the prevailing rate.
Page 5 of 9
PAYMENT SCHEDULE
1. YEAR 2008
Payment schedule for the year 2008 shall be as follows:
a. Licensee shall pay a $5,000 partial facility rental payment by no later than
February 1 , 2008.
b. Licensee shall pay a $15,000 partial facility rental payment by no later than
October 15, 2008.
C. Licensee shall pay in full any remaining balance owed within 30 days after
receipt of final charges invoice following the conclusion of the show.
2. YEARS 2009 through 2012:
Payment schedule for the years 2009 — 2012 shall be as follows:
a. Licensee shall pay a $5,000 partial facility rental payment by no later than
February 1 st of each licensed year.
b. Licensee shall pay a $15,000 partial facility rental payment by no later than
October 15th of each licensed year.
C. Licensee shall pay in full any remaining balance owed within 30 days after
receipt of final charges invoice following the conclusion of the show.
ANNUAL INCENTIVES
Subject to the terms of this section, City agrees to apply a Thirty Six Thousand
Dollar ($36,000) credit against Licensee's invoice for final charges upon
conclusion of each Event.
However, if the total annual rental payment for building usage by the Licensee
falls below Forty One Thousand Dollars ($41 ,000), the annual credit of Thirty Six
Thousand Dollars ($36,000) will be reduced by an amount equal to the amount of
the rental payment below Forty One Thousand Dollars ($41 ,000).
City agrees to continue to sponsor Licensee's annual awards banquet at a cost
not to exceed Two Thousand, Five Hundred Dollars ($2,500) annually.
Page 6 of 9
In addition to the terms and conditions in Paragraph 14 of the License Agreement,
Licensee agrees to the following:
SECURITY
1. At the Licensee's expense, off-duty City of Fort Worth police officers are
required to work each event. The number of officers and number of hours
worked are to be negotiated by Licensee and the Fort Worth Police
Department with final approval from the Director of Public Events or his
designee by no later than ten (10) days prior to first move in date of each
year contracted.
2. Appaloosa Horse Club, Inc., will pay the entire off-duty City of Fort Worth
police invoice by individual checks and deliver to the supervisor in charge
by no later than 5:00 p.m. on Monday following the conclusion of each
show contracted. A copy of the invoice will be submitted to WRMC.
3. City agrees to pay to Licensee $10,000 for each show contracted toward
discounting off-duty police/security expenses
ADDITIONAL LICENSE AGREEMENT TERMS
1. SHAVINGS
City retains exclusive rights for the sale of all shavings at the prevailing
rate. Shavings may not be brought onto show grounds by Licensee or any
event participants.
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 3'/2 cubic foot bag. The total fine amount will be at the
sole discretion of the Director of Public Events or his designee.
Page 7 of 9
2. COMMERCIAL EXHIBITOR/VENDOR SPACE
Licensee will be invoiced $35.00 per designated inside commercial
exhibitor space and $100.00 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 and/or chairs for use by commercial exhibitors.
Any use of outside exhibit space must be agreed upon by Licensee and
City prior to October 1 st in each licensed year.
3. CLEAN-UP
■ City will clean arena seating areas once daily prior to start of each show
contracted.
■ City will clean the main aisles of contracted livestock facilities daily.
■ Licensee will be invoiced at the prevailing hourly rate for all labor
performed to include dirt work, watering and final cleanup of facility
grounds.
4. SOUND SYSTEM
■ There is no charge to Licensee for use of the sound system owned by
City as it exists at the execution of the License Agreement.
■ Licensee will be invoiced the prevailing rate at the discretion of the
Director of Public Events for a WRMC stagehand to set up, monitor and
secure sound equipment daily when it is needed for show activity.
■ In the event City is unable to furnish sufficient WRMC stagehands to
work events that use staging, lights or amplified sound, Licensee must
use IATSE Local 126 Union Stagehands. Prior to the use of any union
labor, a representative from Licensee will be consulted as to the
number of hours and rate per hour.
■ City will provide barn paging as required in contracted areas.
5. TRAILER/RV PARKING
■ Licensee may use any available space for trailer parking as designated
by the Director of Public Events or his designee.
■ At the discretion of the Director of Public Events or his designee, RV
spaces will be provided as available and will be invoiced to Licensee
and/or Licensee's exhibitors at the prevailing rate.
Page 8 of 9
6. ADDITIONAL TERMS
■ Any matters that are not herein expressly provided for shall be left to
negotiation between the Director of Public Events or his designee and
the Chief Executive Officer of the Appaloosa Horse Club or his
designated representative.
■ All payments shall be made within 30 days after receipt of final charges
invoice following the conclusion of each show licensed, payable to the
City of Fort Worth at the office of the Director of Pubic Events or his
designee at Will Rogers Memorial Center.
7. AMENDMENTS
Licensee and City agree to promptly execute an amendment(s) to this
License Agreement in order to spell out any additional terms agreed to
between the Licensee and City. Failure of the Licensee and/or City to
execute such Amendment upon request shall be considered an event of
default and this License 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.
EXECUTED as of the date and year first above written at Fort Worth, Tarrant County,
Texas.
ATTEST: - CITY OF FO T WO H
By:
City Secrets Joe Nnijgda
Assistant pity Manager
NO Mat RC by D
ApprovaaNK—. SLIaughter
nded:
Contract Authorization
By:
Approved as to form and legality: irk
David Yett, City Attorney Director of Public Events
APPAL SA HORSE CLUB, INC.
Y
Sarah Fullen ider By: C
AssistantCj4Attorney ve Taylor
Chief-E�ebuti. , leer
Eric Beene
President
Page 9 of 9 ,f '� , 0
Page 1 of
Ramos, Yolanda
From: Reeves, David
Sent: Tuesday, November 13, 2007 2:53 PM
To: Ramos, Yolanda
Subject: RE: contracts
Hi Yolanda,
This was a renewal of a multi-year agreement for which no M&C was required, as I understand. Feel free to
call me if you have any questions.
David Reeves
Booking Coordinator
Will Rogers Memorial Center
817-392-8160
From: Ramos, Yolanda
Sent:Tuesday, November 13, 2007 12:40 PM
To: Reeves, David
Subject: contracts
I have received your contract with Appaloosa Horse Club, Inc. and I need to
know if there is an M&C with this contract?
d&dWMa(a O&MM
City Secretary's Office
817-392-6090
817-392-6196
11/13/2007