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HomeMy WebLinkAboutContract 36742 CITY CONTRACT NO. Y L2�� CITY OF FORT WORTH PUBLIC EVENTS DEPARTMENT WILL ROGERS MEMORIAL CENTER 3401 W LANCASTER AVENUE FORT WORTH, TEXAS 76107 LICENSE AGREEMENT AMERICAN PAINT HORSE ASSOCIATION 2008 through 2012 THIS AGREEMENT AddenWw., ttached and incorporated herein are made and entered into this day of 2008, 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 American Paint Horse Association, located at 2800 Meacham Boulevard, Fort Worth, Texas 76137, (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 World Championship Paint Horse Show and the Fall 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 shall have the right to determine the proportionate abatement of rent during the period of untenantability. 2. TERM AND RENTAL FEE The term and the rental amount of this License Agreement shall be for the tirtl8 period and amount agreed upon between the parties as set forth in Addndum' ',;fiU All payments and/or other funds received by City are non-refundable., Page 1 of 13 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 reserves the sole and exclusive right to designate the contractor or contractors to perform certain required and necessary functions at the Premises, including, but not limited to, ushers, security guards, sound & light technicians, electricians, valet parkers, and paramedics. When City does not designate a specific contractor for the provisions of such services, Licensee shall employ sufficient personnel for the provision of the necessary services. The designation of such personnel shall be subject at all times to the approval of the City, but said approval shall not be unreasonably withheld. Upon either oral or written notice from the City, the Licensee will immediately remove and replace any employee that fails to maintain a satisfactory level of performance or fails to meet the acceptable standards of the City. Such standard will be determined in the sole discretion of the Director of Public Events or his designee. If, upon notice, Licensee fails to immediately remove and replace such employee, the City retains the right to remove from the Premises any objectionable employee or employees of the Licensee. 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 Agreement, except caused by the sole negligence of the City. 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, except American Paint Horse Association World Championship Show programs and logoed merchandise. 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 American Paint Horse Association approved commercial exhibitors and the resale of items related to the horse industry or promotion of the American Paint Horse Association. Licensee must comply with City of Fort Worth and Will Rogers Memorial Center food and beverage requirements and must contract with the curve t%contract,&,, vendor to handle all concession services as well as alcoholic and ' ft drink, beverage services. I?t' 11Ql) � Page 2 of 13 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. 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 thirty (30) days prior to the event. 4. 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. 6. 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 lease 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 thg City. _ Page 3 of 13 r� '.L'•:'` iihI LEK. 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 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 cost of repairing and 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. 7. 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. VJ�V N15L:i�lS !'�q1u 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 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. INDEMNITY Licensee covenants and agrees to be responsible for all claims for damages or injuries to persons or property arising out of or relating to licensee's negligence during the leasing of, or the use and occupancy of, the premises by licensee. Licensee further covenants and agrees to obtain and keep in force during the term of this lease an insurance liability policy providing for bodily injury and property damage insurance naming city as an additional primary insured with a certificate evidencing such insurance. If more than one Licensee is named under this Agreement, the obligation of all such Licensees shall be, and is joint and several. 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; Page 6 of 13 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. 10)AII policies shall be written by an insurer with an A-:Vlll or better rating by the most current version of the A. M. Best Key Rating 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. Page 7 of 13 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 all rules, regulations and/or requirements of the City of Fort Worth Police and Fire Departments; and any and all requirements specifically made by the City of Fort Worth Fire Marshal in connection with the 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. 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. Page 8 of 13 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 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 Avenue Fort Worth ,Texas 76107 With Copy To: Sarah Fullenwider, Assistant City Atty 1000 Throckmorton Street Fort Worth, Texas 76102 LICENSEE: American Paint Horse Association Attn: Lex Smurthwaite 2800 Meacham Boulevard Fort Worth, Texas 76137 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 inure 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 CONTRACTOR/NO 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 FORT WORTH By: By: City Secretary Tom Higgins Assistant City Manager =0 -M REQUtn.ED By: -- Approval Rec mended: Contract Authorization Approved as to form and legality: By: David Yett, City Attorney Kirk N. Slaughter Director of Public Events By: Utf AMERICAN PAINT HORSE ASSOCIATION dfiE�ri Byles Assistant City Attorney Carl Thurow President Page 13 of 13 QQ p ? ADDENDUM A AMERICAN PAINT HORSE ASSOCIATION (CONTRACT NUMBER ) FACILITIES I. City agrees to lease and provide to Licensee the following facilities at the Will Rogers Memorial Center (WRMC) for the WORLD CHAMPIONSHIP PAINT HORSE SHOW FOR contracted dates listed below. A. YEAR 2008 1 . June 18-19, 2008 — Move In ■ Move In to designated office areas, arenas, and commercial exhibits areas ONLY at no charge 2. June 20 - 21 , 2008 — Move In ■ Will Rogers Coliseum (including base dirt) ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Building Includes John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room all available meeting rooms, office areas and Parking Annex. ■ Charlie and Kit Moncrief Building Includes W. R. Watt Arena, Charlie & Kit Moncrief Building Stall Area, exercise area, all meetings rooms and office areas. ■ Cattle Barns 1 , 2, 3, 4, Show Arena and Swine Barn ■ Equestrian Center Annex (lower level of East Parking Structure) for installation of portable stalls ■ East and Central Texas Rooms in Amon G. Carter, Jr. Exhibits Hall 3. Livestock shall not be permitted on show grounds prior to 7:00 a.m. June 20, 2008. Page 1 of 15 4. June 22 - July 5, 2008 — Show dates ■ Will Rogers Coliseum (including base dirt) ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Building Includes John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room all available meeting rooms, office areas and Parking Annex. ■ Charlie and Kit Moncrief Building Includes W. R. Watt Arena, Charlie & Kit Moncrief Building Stall Area, exercise area, all meetings rooms and office areas. ■ Cattle Barns 1 , 2, 3, 4, Show Arena and Swine Barn ■ Equestrian Center Annex (lower level of East Parking Structure) for installation of portable stalls ■ East and Central Texas Rooms in Amon G. Carter, Jr. Exhibits Hall 5. July 6, 2008 — Move Out — Must be Completed by no later than Midnight ■ Will Rogers Coliseum (including base dirt) ■ Burnett Buildinq Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Building Includes John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room all available meeting rooms, office areas and Parking Annex. ■ Charlie and Kit Moncrief Building Includes W. R. Watt Arena, Charlie & Kit Moncrief Building Stall Area, exercise area, all meetings rooms and office areas. ■ Cattle Barns 1, 2, 3, 4, Show Arena and Swine Barn ■ Equestrian Center Annex (lower level of East Parking Structure) for installation of portable stalls ■ East and Central Texas Rooms in Amon G. Carter, Jr. Exhibits Hall Page 2 of 15 B. YEAR 2009 through 2012 City will provide the facilities listed in A.1 ., 2., 4. and 5. above at the Will Rogers Memorial Center for the contracted dates listed below in the years 2009 through 2012: YEAR 2009 Move In to designated office areas, arenas, and commercial exhibits areas ONLY at no charge — June 17-18 Move In — June 19 — 20 Livestock shall not be permitted on show grounds prior to 7:00 a.m. June 19, 2009 Show — June 21 — July 4 Move Out must be completed by no later than Midnight — July 5 YEAR 2010 Move In to designated office areas, arenas, and commercial exhibits areas ONLY at no charge — June 16-17 Move In — June 18 — 19 Livestock shall not be permitted on show grounds prior to 7:00 a.m. June 18, 2010 Show — June 20 — July 3 Move Out must be completed by no later than Midnight — July 4 YEAR 2011 Move In to designated office areas, arenas, and commercial exhibits areas ONLY at no charge — June 22-23 Move In — June 24 — 25 Livestock shall not be permitted on show grounds prior to 7:00 a.m. June 24, 2011 Show — June 26 — July 9 Move Out must be completed by no later than Midnight — July 10 YEAR 2012 Move In to designated office areas, arenas, and commercial exhibits areas ONLY at no charge — June 20-21 Move In — June 22 —23 Livestock shall not be permitted on show grounds prior to 7:00 a.m. June 22, 2012 Show — June 24 — July 7 Move Out must be completed by no later than Midnight — July 8 Page 3 of 15 II. City agrees to lease and provide to Licensee the following facilities at the Will Rogers Memorial Center (WRMC) for the FALL CHAMPIONSHIP SHOW for contracted dates listed below. A. YEAR 2008 1. November 3, 2008 — Staff Move In ■ Move In to designated office areas, arenas, and commercial exhibits areas ONLY at no charge 2. November 4-5, 2008 — Move-In ■ Will Rogers Coliseum (including base dirt) ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Buildinq Includes John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all stalls, all available meeting rooms and office areas. ■ Charlie and Kit Moncrief Buildinq Includes W. R. Watt Arena, Charlie & Kit Moncrief Building Stall Area, exercise area, all meetings rooms and office areas. ■ Cattle Barn 4 and Show Arena ■ East Texas Room in Amon G. Carter, Jr. Exhibits Hall 3. November 6-15, 2008 — Show dates ■ Will Rogers Coliseum including base dirt) ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Building Includes John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all stalls, all available meeting rooms and office areas. ■ Charlie and Kit Moncrief Buildinq Includes W. R. Watt Arena, Charlie & Kit Moncrief Building Stall Area, exercise area, all meetings rooms and office areas. ■ Cattle Barn 4 and Show Arena ■ East Texas Room in Amon G. Carter, Jr. Exhibits Hall Page 4 of 15 4Q �.,,., 4. November 16, 2008 — Move Out, must be completed by no later than midnight ■ Will Rogers Coliseum (including base dirt) ■ Burnett Building Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens if needed. ■ Richardson-Bass Buildinq Includes John Justin Arena, James L. and Eunice West Arena, Brown-Lupton Exhibits Area, Coburn Room, all stalls, 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. ■ Cattle Barn 4 and Show Arena ■ East Texas Room in Amon G. Carter, Jr. Exhibits Hall B. YEAR 2009 through 2012 City will provide the facilities listed in A.1., 2., 3. and 4. above at the Will Rogers Memorial Center with the addition of the Central Texas Room and first option on Cattle Barns 1, 2 and 3 and the West Texas Room for the contracted dates listed below in the years 2009 through 2012: YEAR 2009 Move In to designated office areas, arenas, and commercial exhibits areas ONLY at no charge — November 2 Move In — November 3-4 Show — November 5-14 Move Out must be completed by no later than Midnight — November 15 YEAR 2010 Move In to designated office areas, arenas, and commercial exhibits areas ONLY at no charge — November 1 Move In — November 2-3 Show — November 4-13 Move Out must be completed by no later than Midnight — November 14 YEAR 2011 Move In to designated office areas, arenas, and commercial exhibits areas ONLY at no charge — October 31 Move In —November 1-2 Show — November 3-12 Move Out must be completed by no later than Midnight — November 13 Page 5 of 15 � YEAR 2012 Move In to designated office areas, arenas, and commercial exhibits areas ONLY at no charge — November 5 Move In —November 6-7 Show — November 8-17 Move Out must be completed by no later than Midnight — November 18 RENTAL RATE SCHEDULE For rental of the facilities and services used pursuant to this Agreement for the years 2008 through 2012, City agrees to lease 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 as follows: 1. YEARS 2008 through 2012 a. Will Rogers Coliseum ■ $500 - Per Move In or Move Out Day ■ $900 - Per Exercise Day (12 hours climate controlled) ■ $1,500 - Per Show Day (All show hours climate controlled) b. Burnett Building Stalls ■ $40 - per stall used in years 2008 through and including 2012 ■ $45 — per stall used in years 2013 through including 2017 if option(s) are exercised ■ There will be a $15.00 per stall per day early move-in fee charged for each stall occupied prior to 7:00 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 ■ $500 - Per Exercise Day (12 hours climate controlled) ■ $800 - Per Show Day (All show hours climate controlled) e. James L. & Eunice West Arena ■ $150 Per Move In or Move Out Day ■ $600 Per Show or Sale Day f. Brown-Lupton Exhibits Area ■ $100 - Per Move In or Move Out Day ■ $300 - Per Show Day (All show hours climate controlled) Page 6 of 15 g. Coburn Room and all office areas ■ No Charge during all contracted dates h. Richardson-Bass Building Stalls ■ $40 - Per stall used in years 2008 through and including 2012 ■ $45 — per stall used in years 2013 through including 2017 if option(s) are exercised ■ There will be a $15.00 per stall per day early move-in fee charged for each stall occupied prior to 7:00 a.m. on the first move-in day in each respective year contracted. i. Richardson-Bass Cattle Pens ■ $150 Per Move In or Move Out Day ■ $350 Per Show Day j. Richardson-Bass Building Parking Annex ■ No rental fee k. Charlie & Kit Moncrief Building Stalls ■ $40 - per stall used in years 2008 through and including 2012 ■ $45 — per stall used in years 2013 through including 2017 if option(s) are exercised ■ There will be a $15.00 per stall per day early move-in fee charged for each stall occupied prior to 7:00 a.m. on the first move-in day in each respective year contracted. I. W. R. Watt Arena ■ $250 - Per Move In or Move Out Day ■ $500 - Per Exercise Day (12 hours climate controlled) ■ $1,000 - Per Show Day (All show hours climate controlled) m. Centennial, McFarland, French Rooms and office areas ■ No Charge during all contracted dates n. Cattle Barns 1 , 2, 3, and 4 ■ $150 - Per Move In or Move Out Day, Per Barn ■ $350 — per Show Day, Per Barn o. Swine Barn ■ No Charge during all contracted dates p. Show Arena ■ $100 - Per Move In or Move Out Day ■ $300 — Per Show Day Page 7 of 15 q. East & Central Texas Rooms in Amon G. Carter Jr. Exhibits Hall ■ $300 - Per Move In or Move Out Day ■ $1 ,250 - Per Show Day (All show hours climate controlled) r. East Texas Room in Amon G. Carter Jr. Exhibits Hall ■ $200 - Per Move In or Move Out Day ■ $900 - Per Show Day (All show hours climate controlled) ■ The East Texas Room will be provided on a complimentary basis for the 2008 Fall Championship Show only. s. For the World Championship Paint Horse Show, City will automatically place a tentative hold on the West Texas Room, Round Up Inn, South Texas, and Silver Spur Rooms for the ensuing year based on facility usage history from the most recently completed show. Licensee will have the first right of refusal on the facilities for the dates specified until challenged by another potential licensee. However, Licensee must send written notification to City to confirm occupancy of the West Texas Room by no later than August 15t" of any year, prior to the year requested or the West Texas Room will be released to other potential licensee. If any of the below listed facilities are requested and are available, the following rates will apply: West Texas Room in Amon G. Carter Jr. Exhibits Hall ■ $300 - Per Move In or Move Out Day ■ $1,250 — Per Show Day Round Up Inn ■ $300 - Per Move In or Move Out Day ■ $850 — Per Show Day South Texas ■ $400 — Per Show Day Silver Spur ■ $300 - Per Show Day t. Portable Stalls ■ Licensee will rent portable stalls directly from City or current contracted 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 contract 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. Page 8 of 15 CITY "�5�'��`"N TEL ■ Licensee must use and pay rental for all permanent stalls prior to occupying portable stalls. For the purpose of calculating rent and occupancy, City owned portable stalls are considered permanent stalls. 2. In order to establish actual rental fees for each facility, Licensee will submit to City in writing their confirmation of intent to lease the facilities and their intended use of each facility (i.e. move-in, show, etc.) over the contracted dates no later than February 1st of each respective contract year. Licensee understands that the 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 lease 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 must be mutually agreed upon between the Licensee and City. 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. PAYMENT SCHEDULE 1 . YEAR 2008 WORLD CHAMPIONSHIP PAINT HORSE SHOW a. Licensee shall pay a $5,000 partial facility rental payment by no later than January 15, 2008. b. Licensee shall pay a $20,000 partial facility rental payment by June 1 , 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. FALL CHAMPIONSHIP SHOW d. Licensee shall pay a $5,000 partial facility rental payment by no later than July 15, 2008. e. Licensee shall pay a $15,000 partial facility rental payment by October 1, 2008. f. Licensee shall pay in full any remaining balance owed within 30 days after receipt of final charges invoice following the conclusion of the show. Page 9 of 15 �� 2. YEARS 2009 through 2012 (and additional years if applicable): WORLD CHAMPIONSHIP PAINT HORSE SHOW a. Licensee shall pay a $5,000 partial facility rental payment by no later than January 15th of each contracted year. b. Licensee shall pay a $20,000 partial facility rental payment by June 1st of each contracted 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. FALL CHAMPIONSHIP SHOW d. Licensee shall pay a $5,000 partial facility rental payment by no later than July 15th of each contracted year. e. Licensee shall pay a $15,000 partial facility rental payment by October 1 st of each contracted year. f. Licensee shall pay in full any remaining balance owed within 30 days after receipt of final charges invoice following the conclusion of the show. 2007 INCENTIVE FUNDS Within 15 days of the execution of this Agreement, the City will pay to Licensee the sum of $221,524 representing the agreed upon replacement for state incentive funds that were not received by Licensee for the 2007 APHA World Championship Show. If Licensee terminates this Agreement for any reason within five (5) years, Licensee will reimburse the City 1/5 of the above-referenced funds, without interest, for each year of the initial five (5) year term of this Agreement which is not completed by Licensee. ANNUAL INCENTIVES WORLD CHAMPIONSHIP PAINT HORSE SHOW ■ Subject to the terms of this section, City agrees to apply a One Hundred and Fifty Thousand ($150,000) Dollar 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 One Hundred Thousand ($100,000) Dollars, the annual credit of One Hundred and Fifty Thousand ($150,000) Dollars will be reduced by an amount equal to the amount of the rental payment below One Hundred Thousand ($100,000) Dollars. Rates will be calculated at the rates as herein stated in Addendum A Page 6 throughout term of Licensee Agreement and any options exercised. Page 10 of 15 FALL CHAMPIONSHIP SHOW ■ A discount of 50% of rental fees for buildings and stalls will be offered with a maximum of $30,000.00 for each of the 2008 and 2009 show years and a maximum of $40,000.00 for each of the 2010-2012 show years. The State of Texas has enacted an Economic Development Statute, Vernon's Civil Statutes, Art. 5190.6, Section 4B (commonly know as SB1523) whereby organizations such as Licensee are entitled to receive certain funds from the state as "incentive" funds for conducting shows such as the World Championship Paint Horse Show and the Fall Championship Show which are the subject of this License Agreement. The City acknowledges that these incentive funds are important to Licensee, and the Licensee would not enter into this Agreement without the expectation of receiving these funds. In this connection, Licensee agrees to fully cooperate with the City in seeking incentive funds pursuant to the provisions of Art. 5190.6, Section 4B. Beginning January 1 , 2009, Licensee may elect to terminate this Agreement upon six (6) months written notice to the City if, for any reason whatsoever, it does not receive incentive payments pursuant to the provisions of Art. 5190.6, Section 4B in any calendar year. Incentive funds will be distributed through the schedule marked as Amendment "B" which is incorporated into this agreement by reference. TERM AND FUTURE DATES The Term of this Agreement is from January 1 , 2008 through December 31 , 2012. On January 1 st of each year beginning in 2009, one additional year will be automatically added to the end of the initial five year term of this License Agreement. This will occur automatically, unless written notice is given by either the Licensee or the City prior to January 1st that either party has decided to stop the rollover. Unless provided otherwise in this Agreement, following the conclusion of the 2009 show if Licensee or the City wishes to cancel this Agreement, three (3) years notice must be given. SECURITY ■ 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. ■ Licensee 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-- N pCv Page 11 of 15 C �r five (5) working days after receipt of invoice following the conclusion of each show contracted. A copy of the invoice will be submitted to WRMC. ADDITIONAL LEASE 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 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 3Y2 cubic foot bag. The total fine amount will be at the sole discretion of the Director of Public Events or his designee. 2. IMPROVEMENTS ■ The City plans significant improvements to the Will Rogers Memorial Center including a covered exercise arena of approximately 100' x 200' in size, and capacity for 350 stalls (for the purpose of calculating rent and in reference to paragraph three of this section, these 350 stalls will be considered "city-owned"). The City acknowledges that these planned facility improvements are important to Licensee and that Licensee would not enter into this Agreement without the expectation that these facility improvements will be complete and available for Licensee's use during the 2011 World Championship Paint Horse Show and subsequent years thereafter. ■ On or before January 15, 2010, the City will confirm in writing to Licensee that the above referenced facility improvements will be completed and available for use during the 2011 World Championship Paint Horse Show and subsequent years thereafter. ■ If the City fails to make this confirmation, Licensee may terminate this agreement at any time thereafter upon six (6) months written notice to the City. If the City confirms that the above referenced planned facility improvements will be completed and then the City cannot provide these improvements for the 2011 World Championship Paint Horse Show, then the City will provide complimentary City-owned horse stalls for the 2011 World Championship Paint Horse Show and each show thereafter during the term of this license agreement until the facility improvements are completed and available for use. In this paragraph, the word completed shall mean, the building will have an official certificate of occupancy issued by the City of Fort Worth's Planning and Development Department. Page 12 of 15 3. ARENA PREPARATION ■ Coliseum Arena: 10-12 inches of base dirt provided by the City. ■ Outdoor Exercise Arena (north side of Richardson-Bass Building): 6 inches of base dirt provided by the City. ■ Exercise Area on W.R. Watt Drive, east of John Justin Arena: 6 inches of base dirt provided by the City. ■ Any additions to the arena base dirt provided by the City must be contracted with the current City approved contractor at the Licensee's expense. 4. COMMERCIAL EXHIBITORNENDOR 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. ■ Licensee may not occupy or allow commercial exhibitors to occupy Amon G. Carter Jr. Exhibit Hall spaces referred to as an overhead door alcove. ■ Any use of outside exhibit space must be agreed upon by Licensee and City prior to May 1st in each contracted year. 5. CLEAN-UP ■ City will clean Coliseum and 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. 6. 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 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 nsulted a to the number of hours and rate per hour. J'vJ65 � ■ City will provide barn paging as required in contracted a easel/ SE�gEf Page 13 of 15 �, wvomal TEX. 7. 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. (Currently $15 per night per permanent space and $45 per night per temporary space.) The Director of Public Events may deem necessary to adjust rates, however the adjustment shall not exceed 10% per anum. ■ If Licensee agrees to manage all available RV spaces (to include assignment of spaces and collection of fees throughout event), Licensee will receive a 10% discount against total billing for rental of RV spaces, billing will be based on 100% occupancy during all contracted dates (beginning on the 1st move-in day and continuing through the final night of events.) Discount will be applied to permanent spaces only. ■ Licensee will be required to pay all expenses associated with installation and removal of all temporary RV hook ups. City will issue credit to Licensee for this expense upon receipt of invoice. 8. 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 Executive Director of the American Paint Horse Association or his designated representative. ■ All payments shall be made within 30 days after receipt of Final Charges Invoice following the conclusion of each show contracted, payable to the City of Fort Worth at the office of the Director of Public Events or his designee at Will Rogers Memorial Center. 9. 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. Page 14 of 15 EXECUTED as of the date and year first above written at Fort Worth, Tarrant County, Texas. ATTEST: CITY OF FORT WORTH By: By: 2?222��� City Secretary Tom Higgins --�-- Assistant City Manager NO M&C �v QUIRED By: Approval Recommended: Contract Authorization Approved as to form and legality: By: _ /At5l� David Yett, City Attorney KirlN. Slaughter Director of Public Events By: P)IV�V 'YZ2 AMERICAN PAINT HORSE ASSOCIATION Cherl Byles Assistant City Atto ney Carl Thurow President Page 15 of 15 TERM SHEET REGARDING USE OF SPECIAL EVENT FUNDS FROM THE STATE OF TEXAS UNDER SENATE BILL 1523 2008 EVENTS 1. Parties to the Agreement. City of Fort Worth("City") American Paint Horse Association("APRA") 2. Application and Funding of Special Event Trust Fund. The City will apply to the Comptroller of the State of Texas for the creation of one or more Special Event Trust Funds ("SETF") under the provisions of Senate Bill 1523 (the "Act"). The City will contribute an amount equivalent to one (1%) percent of the sales tax revenue otherwise payable to the City for the period defined in § 5(b) of the Act for each of the Events (as hereinafter defined) for partial funding of the SETF(s) which funding is intended to trigger the State of Texas contribution under the terms of the Act. 3. Term of Agreement. If creation of the SETF(s) is approved, then the terms of the World Championship Paint Horse Show and the Fall Championship Show(the"Events")will be extended as follows: • APHA World Championship Paint Horse Show o Term extended through 2012 • APHA Fall Championship Show o Term extended through 2012 4. Distribution of Funds. The City will retain funds distributed from the SETF(s) annually to cover the City's expenses related to the Events, and in no event will the City retain more than the amount of taxes contributed by the City to the Sporting Events Trust Fund. The remaining funds shall be passed to the APHA to be used for enhancing the Events. 5. Economic Impact Studies. The APHA will commission annual Economic Impact Studies for submission to the Comptroller under the Act. 6. Repeal or Modification of the Act. This Agreement expressly contemplates its effectiveness under the Act as currently in effect. Should the Act be repealed or modified in such a manner that the Events no longer qualify under i the provisions of the Act at the current rebate levels, this Agreement shall become voidable by either parry on thirty(30)days' written notice. EXECUTED on the day of 2008 at Fort Worth, Tarrant County, Texas. ATTEST: CITY OF FORT WORTH By: By: ` Tom Higgins O M&C; U. U I I ECD Assistant City Manager Approved as to form and legality: Approval Recommended: By: ("11111a ��J,�' (/v By: �/ �� Kirk . Slaughter Assistant City Attorne / Director of Public Events AM;ex RIC:murthwaite,'Ex-ecutive PAIN HORSE ASSOCIATION By: Director 188628v6 ii ��. p , fix.