HomeMy WebLinkAboutContract 43941 (2)CITY OF FORT WORTH UUTYa'CRAM
PUBLIC EVFN T S DEPARTMENT CONTRACT MO.
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WILL ROGERS MEMORIAL CENTLR
3401 W LAN CASTER AVENUE
FORT WORTH, TEXAS 76107
LICHNSI= AGRELM
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Appaloosa Horse Club
2013 through 2017
This license agreement ("Agreement") is made and entered into this day ofD//'pvy,/2eI-
2012, between the City of Fort Worth, a home -rule municipal corporation of the State of Texas, located Tn Tarrant,
Parker, 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, a non-profit corporation, located at 2720
West Pullman Road, Moscow, Idaho 83843, (hereinafter referred to as "Licensee") acting by and through its
duly authorized representative.
1. FACILITIES
City agrees to rent to Licensee, for the purpose of holding the National Appaloosa Show/World
Championship Appaloosa Youth Show and ApHC World Championship Show (hereinafter referred
to as the "Events"), the Facilities particularly described in Exhibit A, which is attached hereto and
incorporated herein by reference, on the dates specified in said exhibit. Subject to the conditions,
limitations and restrictions of this Agreement and any exhibits, amendments, and addendums, Licensee
may occupy and use the City of Fort Worth owned Facilities herein described, including contiguous
common areas (and other such I areas as agreed upon) I ICuCbodl y 10 dccommodaie patrons, for the above
stated purpose and in accordance with Exhibit A.
In the event the City shall fail to perform its part of this Agreement or any part thereof, by reason of act of
God, labor dispute, or the interruption or curtailment of any utility service (gas, electric, water or sewerage
disposal), or through negligent or intentional acts solely caused by persons, associations, or corporations
other than the City or its duly authorized agents, the Licensee shall not be entitled to claim damages
against the City for default occasioned by any of the aforesaid causes. The City shall have the right to
determine the proportionate abatement of rent during the period of untenantability.
2. TERM, RENTAL FEE, PAYMENT SCHEDULE, AND INCENTIVES
The term, rental amount, payment schedule, and any incentives concerning this Agreement shall be set
forth in Exhibit 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 Events. City assumes
no responsibility for said personnel, and Licensee hereby expressly releases and discharges City from
any and all liability for any property damage or Toss and/or personal injury, including, but not limited to,
death, arising out of or in connection with, directly or indirectly, the occupancy and/or use of the leased
Facilities and any and all activities conducted thereon that are sustained by reasons of the occupancy of
said buildings under this Agreement. Nothing herein shall be construed as creating a principal/agent, or
employer/employee relationship between the City and Licensee's subcontracted personnel.
The City has the following exclusive agreements for subcontractor services at Will Rogers
Memorial Center:
a) Concessions
b) Alcohol Beverage Service
City reserves the right to enter into agreements for exclusive subcontractor services at Will
Rogers Memorial Center at any time.
4. ALCOHOL RIGHTS
Licensee must comply with City of Fort Worth food and beverage requirements and must contract with the
current City concession services provider regarding the serving of any alcoholic beverage services.
Licensee shall have no rights in the selling or dispensing of beer, wine, or any alcoholic liquors.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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5. CONCESSION/SOUVENIR RIGHTS
The City reserves all concession, food, beverage, novelty, and souvenir rights, except Appaloosa Horse
Club 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 approved commercial
exhibitors and the resale of items related to the horse industry or promotion of the Appaloosa Horse Club.
Licensee must comply with City and Will Rogers Memorial Center ("WRMC") food and beverage
requirements and must contract with the current City contracted vendor to handle all concession services
as well as alcoholic and/or soft drink beverage services.
6. 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 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 Events.
7 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 Events shall be conclusive evidence of its receipt of the Facilities in a safe, sanitary, and sightly
condition and in good repair, except for those conditions which the Licensee provides City written notice of
before Licensee takes possession of the Facilities. Licensee agrees the illuminated sign above the clock in
the Will Rogers Memorial Coliseum shall remain lighted and visible at all times during the term of the
Agreement.
8. CARE OF FACILITIES
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 Agreement in good or better condition as existed at the
commencement of this Agreement and in which Licensee found them, ordinary wear and tear (including
damage by acts of God or other causes beyond the control of Licensee) excepted.
Licensee will not do or permit to be done any injury or damage to any buildings or part thereof, or permit to
be done anything that will damage or change the finish or appearance of the Facilities or the furnishings
thereof or any other property belonging to the City by the erection or removal of equipment or any other
improvements, alterations, or additions. No decorative or other materials shall be nailed, tacked, screwed,
or otherwise physically attached to any part of the Facilities or to any of the furnishings or fixtures of the City
without the consent of the City.
Subject to ordinary wear and tear, Licensee will pay the costs of repairing (to its condition immediately
preceding the occurrence of such damage) any damage that may be done to the Facilities or any of the
fixtures, furniture, or furnishings by any act of Licensee or any of Licensee's employees, agents, officers or
anyone visiting the Facilities upon the invitation of the Licensee including the patrons of the attraction or
function for which Licensee hereby is leasing the Facilities. The City shall determine, in its sole discretion,
whether any damage has occurred, the amount of the damage, and the reasonable costs of repairing the
damage, and whether, under the terms of the Agreement, the Licensee is responsible. City shall be the sole
judge of the quality of the maintenance and/or damage of the 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.
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CITY OF FORT WORTH OWNED EQUIPMENT AND PUBLIC EVENTS DEPARTMENT LABOR
Licensee and City understand that a rental charge will be assessed for any chairs, tables, stages, lights,
and/or sound equipment at the prevailing rate Licensee shall pay for Public Events Department technical
personnel in the number and manner prescribed by City to work all events using staging, lights amplified
sound, or related equipment. Any additional technical services will be provided by an approved vendor at
the Licensee's expense.
10. EQUIPMENT
All equipment owned by Licensee must be removed from the WRMC immediately after completion of the
Events. No equipment may be left in the WRMC. Any equipment or other property left by the Licensee at
the WRMC for over thirty (30) days will be considered abandoned and will become the property of the City
the City will dispose of the property as it deems appropriate. Any equipment used by the Licensee that is
owned by the City must be returned to the owner in the same or better condition than when received by
Licensee.
11. PROPERTY LOSS
City assumes no responsibility for any property placed in said buildings or any part thereof by the Licensee
or any agent, officer, and/or employee of the Licensee Licensee hereby expressly releases and discharges
City from any and all liability for any property damage or loss and/or personal injury, including, but not
limited to, death, arising out of or in connection with, directly or indirectly, the occupancy and/or use of the
leased Facilities and any and all activities conducted thereon sustained by reasons of the occupancy of said
buildings under this Agreement.
12. REMOVAL OF DISORDERLY PERSONS
City, through its Director, police, and fire personnel and other designated representatives, retains the right
to remove from the Facilities any and all such employees, agents and/or officers of Licensee and the right
with its officers and agents, including its police officers, to eject any objectionable person or persons
(including an employee or employees of the Licensee) from the Facilities or any other of its facilities. In the
event of the exercise of this authority Licensee hereby waives any and all claims for damages of
whatsoever kind against the City, its officers, agents, representatives, or employees on account of said
removal.
13. UTILITIES/HVAC
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 applicances installed but for no other purposes. City shall not be
responsible for accidents and unavoidable delays.
It is understood that the City enforces the adopted National Electrical Code to ensure the public is not
exposed to electrical hazards. If extension cords are used, Ground Fault Circuit Interrupter (GFCI)
Protection is required. These cords have a test and a reset button and have the words ' GFCI protected"
printed on the cord All 120 volt extension cords shall be three -wire grounding type cords. Extension cords
may not be placed through doorways. Frayed or damaged cords may not be used.
Licensee must contract with a City -approved vendor to handle all electrical requirements above and beyond
that which is readily available.
14. 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; including, but not limited to all rules, regulations and/or requirements of
the City of Fort Worth Police and Fire Departments.
15. EMERGENCY PERSONNEL
Licensee shall be responsible, at its own cost and expense, to provide such emergency medical services as
it deems necessary for the Events. Any standby ambulance service must be provided by the City's current
licensed ambulance provider, in accordance with the City Code. Standby ambulance service shall be
required, at Licensee's expense, for any event, which in the sole opinion of City requires such service. The
costs must be paid directly to the emergency medical personnel.
16. SECURITY PERSONNEL
Licensee, at its sole cost and expense, shall pay for security personnel in such number and manner as
prescribed by the Director of Public Events or his or her designee. Vendor shall bear sole responsibility, if
any, for reporting its payment for each security officers services as taxable income to the Internal Revenue
Service.
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Licensee hereby assumes sole responsibility for any and all acts or omissions by security personnel in the
performance of their responsibilities hereunder, and Licensee agrees to indemnify, hold harmless, and
defend the City from any and all claims or suits for property damage or personal injury arising out of, or in
connection with such acts or omissions. Nothing herein shall be construed as creating a principal/agent, or
employer/employee relationship between the City and Licensee's security personnel.
Licensee assumes full responsibility for the safety and security of property belonging to Licensee while the
same is on City's property. In addition if any vehicles or items which contain any flammable liquids, or
fuels, are left overnight in the Center, same shall be attended at all such times by security personnel
furnished by Licensee and approved by Director of Public Events or his or her designee. The costs must be
paid directly to the security officers.
17. FIRE MARSHAL
Licensee shall be responsible, at its own cost and expense, to provide such fire marshal services as
deemed necessary for the Events as determined by Director of Public Events or his or her designee.
Licensee understands that fire marshal personnel are independent contractors. Vendor shall bear sole
responsibility, if any, for reporting its payment for each fire marshal's services as taxable income to the
Internal Revenue Service. The costs must be paid directly to the fire marshal personnel.
18. NON-SMOKING FACILITY
Licensee understands that WRMC is a NON-SMOKING FACILITY and agrees to make hourly
announcements to that effect, if possible. In any event, Licensee agrees to make at least three (3)
announcements to that effect during an eight (8) hour period, with one announcement being made at the
beginning of each event.
19. OBSTRUCTIONS
Sidewalks, entries, passage vestibules, halls, elevators, or access ways to public utilities of the premises
shall not be obstructed or caused to be obstructed by Licensee, or caused or permitted to be used for any
purpose other than ingress or egress to and from the Facilities. The doors, skylights stairways or openings
that reflect or admit light into any portion of the building shall not be obstructed by Licensee.
20. PARKING
City operates a paid parking system in all surface lots and parking garages at WRMC. All parking fees will
be charged to the individual or Licensee at the prevailing rates. City will supply Licensee with ten (10)
complimentary parking passes per day, upon request to be used during the Events each year of this
Agreement
21. INDEMNIFICATION
Licensee covenants and agrees to and does hereby indemnify, hold harmless, and defend, at its own
expense, the City its representatives officers servants, and employees, from and against any and all
claims, causes of action or suits, including, but not limited to, Workers Compensation Act liability, lost
profits, property damage, damage, and personal injury, including, but not limited to death, to any and all
persons, of whatsoever kind or character whether real or asserted, arising out of the use and occupation of
the facilities by Licensee. THIS INDEMNITY PROVISION (INCLUDING WITHOUT LIMITATION,
INDEMNITY FOR COSTS, EXPENSES AND LEGAL FEES) IS SPECIFICALLY INTENDED TO OPERATE
AND BE APPLICABLE EVEN IF IT IS ALLEGED OR PROVED THAT ALL OR SOME OF THE DAMAGES
BEING SOUGHT WERE CAUSED AS A WHOLE OR IN PART BY ANY ACT, OMISSION NEGLIGENCE,
GROSS NEGLIGENCE BREACH OF CONTRACT INTENTIONAL CONDUCT, VIOLATION OF STATUTE
OR COMMON LAW BREACH OF WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR
ANY OTHER ACT OR CONDITION WHATSOEVER OF THE CITY OR ITS PROPERTY.
22. INSURANCE
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 Events, which includes the period from the right of
access to set-up through the period allowed for removal of property;
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2) The Licensee is responsible for providing the City a thirty -day (30) notice of cancellation or non renewal
of any insurance policy and may not change the terms and conditions of any policy that would limit the
scope or coverage, or otherwise alter or disallow coverage as required herein;
3) All policies shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth;
4) a) Any deductible in excess of $5,000.00, for any policy that does not provide coverage on a first -
dollar basis, must be approved by City of Fort Worth Risk Management.
b) Any self -insured retention (SIR) in excess of $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 written on a per occurrence basis and the policy shall include Broad Form Property
Damage Coverage with an insurance company satisfactory to City. If insurance policies are not written
for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required.
When 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) All 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) If coverage is underwritten on a claims -made basis, the retroactive date shall be coincident with or prior
to the date of the contractual agreement and the certificate of insurance shall state that the coverage is
claims -made and the retroactive date. The insurance coverage shall be maintained for the duration of
the contractual agreement and for five (5) years following completion of the service provided under the
contractual agreement or for the warranty period, whichever is longer. An annual certificate of
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.
23. COMPLIANCE WITH LAW
It is agreed that Licensee will comply with all federal, state, and local laws, including, but not limited to, all
statutes ordinances, charter provisions, rules, and regulations of the City of Fort Worth, including all rules,
regulations and/or requirements of the City of Fort Worth Police and Fire Departments; and any and all
requirements specifically made by the City of Fort Worth Fire Marshal in connection with the 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.
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Licensee will not do or suffer to be done anything on said Facilities during the terms of this Agreement in
violation of any such laws, statutes, ordinances, rules, regulations, charter 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.
24. 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 that are due for the use of copyrighted works in Licensee's
performances or exhibitions to the copyright owner, or representative of said copyright owner. City
expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or
financial obligations. City specifically does not authorize, permit, or condone the performance,
reproduction or other use of copyrighted materials by Licensee or its agents or licensees without the
appropriate licenses or permission being secured by Licensee in advance. It is further agreed that
Licensee shall defend, indemnify, and hold City harmless for any claims arising from nonpayment
to licensing agencies, including, but not limited to, ASCAP, BMI, and SESAC or damages arising out
of Licensee's infringement or violation of the Copyright Law and/or Regulations. City expressly
assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive
obligation of the Licensee Licensee understands that they are responsible for securing any and all licenses
by artists/performers giving permission for the recordings Licensee is responsible for both reporting and
payment of any music licensing fees that may be required by law.
Licensee understands and agrees that without the proper license obtained by Licensee, there is a risk of an
injunction or money damages arising from a copyright lawsuit brought by ASCAP, BMI, SESAC, or any
other licensing agency.
25. AMERICANS WITH DISABILITIES ACT (ADA)
It is understood that the Events of Licensee are not an events of the City Licensee acknowledges that it is
responsible for and will make available the goods and services offered at the Events to all attendees
including those with disabilities. Licensee is responsible for non -permanent accessibility requirements, such
as, but not limited to, seating accessibility and auxiliary aids for the visually impaired hearing impaired and
mobility impaired. LICENSEE SHALL NOT MOVE OR INTERFERE IN ANY WAY WITH ACCESSIBILITY
TO ADA FACILITIES, SUCH AS BUT NOT LIMITED TO WHEELCHAIR SEATING. LICENSEE SHALL
NOT SELL TICKETS FOR ADA SEATING TO PERSONS WHO DO NOT REQUIRE ADA
ACCOMMODATIONS. LICENSEE INDEMNIFIES THE CITY FOR ANY AND ALL CLAIMS AND
LIABILITIES ARISING OUT OF LICENSEE S DUTIES UNDER THE REQUIREMENTS OF ADA AND
THIS SECTION
26. FORCE MAJEURE
Force Majeure shall include, but not be limited to, acts of God, acts of the public enemy, war, insurrections,
riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, tornadoes, hurricanes,
arrests and restraints of governments and people, explosion and other occurrences or conditions of like
n ature.
If either party is rendered unable, wholly or in part, by Force Majeure to carry out any of its obligations
u nder this Agreement, it is agreed that on such party's giving notice and full particulars of such Force
Majeure as soon as practicable, but no later than seven (7) days after the occurrence of the cause relied
u pon, the obligations of the party giving such notice, to the extent it is affected by Force Majeure, shall be
suspended during the continuance of the Force Majeure.
If a Force Majeure causes the License period to be cancelled in whole or in part, and the affected party
complies with this Section regarding notice, the Licensee shall owe the City a license fee based on the time
period (if any) during which the Licensee had reasonable commercial use of the Facilities.
27. ASSIGNMENT
Licensee shall not assign this Agreement nor suffer any use of the Facilities other than herein specified, nor
sublet the Facilities or any part thereof without the written consent of City If assigned per the written
consent of the City, Licensee agrees to ensure that any assignee or sublessee will comply with all terms,
provisions, covenants, and conditions of this Agreement. Assignment or subletting of this Agreement shall
n ot relieve Licensee from any of its obligations under this Agreement.
28. EVENTS OF DEFAULT
The following events shall be deemed to be events of default by Licensee under this Agreement
i Licensee fails to pay any installment of the rent when due or any other payment of
reimbursement to City required hereunder;
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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 Exhibit A, or vacate the use of over one-half of any portion of the total Facilities
described in Exhibit 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 Agreement.
29. TERMINATION
Upon the occurrence of any such event of default of the Agreement, City shall have the option to terminate
this Agreement immediately Licensee shall immediately surrender the Facilities to City and, if Licensee
fails to do so, City may, without prejudice to any remedy, enter upon and take possession of the Facilities
and remove Licensee and any other person who may be occupying the Facilities by force, if necessary,
without being liable for the prosecution or any claim of damages therefore Licensee agrees to pay to City
on demand the amount of all loss and damage which City may suffer by reason of such termination.
City may, as a result of default as descnbed in Paragraph 28 above, and at its discretion, relet the entire
Facilities or relet any building or any portion of any building of the Facilities that is determined by the City
not to be in substantial use by the Licensee and receive the rent therefore, and Licensee agrees to pay to
City on demand any deficiency that may arise by reason of reletting City agrees to use all reasonable
efforts to attempt to relet the Facilities Licensee shall not be entitled, under any circumstances, to any
excess rental fees received by City as a result of reletting, and Licensee hereby waives any claim to such
excess rental amounts.
No pursuit of any remedy by City constitutes a forfeiture or waiver of any rent due to City or of any damages
accruing to City by reason of the violation of any of the terms, provisions, and covenants herein contained.
No act or thing done by City or its officers, agents, or employees during the term of this Agreement shall be
deemed a termination of the Agreement or an acceptance of the surrender of the Facilities, and no
agreement to terminate this Agreement or accept a surrender of the Facilities shall be valid unless in writing
signed by City. City's acceptance of the payment of rental or other payments after the occurrence of a
default shall not be construed as waiver of such default, unless City notifies Licensee in writing. Any act by
City to enforce one or more of the remedies herein provided upon an event of default shall not be deemed
or construed to constitute a waiver of such default or of City's right to enforce any such remedies with
respect to such default or subsequent default.
30. NOTICES
All notices required or permitted under this Agreement may be given to a party personally or by mail,
addressed to such party at the address stated below or to such other address as one party may from time
to time notify the other in writing If more than one Licensee is named in this contract, service of any notice
on any one of the Licensees shall be deemed service on all Licensees Any notice so given shall be
deemed to have been received when deposited in the United States mail so addressed with postage
prepaid
CITY: LICENSEE.
Kirk Slaughter, Director of Public Events Appaloosa Horse Club
Will Rogers Memorial Center Attn: Steve Taylor
3401 W Lancaster 2720 West Pullman Rd
Fort Worth, Texas 76107 Moscow, Idaho 83843
With Copy To:
City of Fort Worth
City Attorney's Office
Attn: City Attorney
1000 Throckmorton Street
Fort Worth, Texas 76102
31. SOLE AGREEMENT
This written instrument constitutes the entire Agreement by the parties hereto concerning the license of the
Facilities and obligations of the parties and any prior or contemporaneous oral or written agreement that
purports to vary from the terms hereof, shall be void. It is understood and agreed that all the provisions of
this License Agreement are applicable except where specifically modified by any exhibit, addendum, or
amendment, in which case such exhibit, addendum, or amendment shall apply.
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32. AMENDMENT
Licensee and City agree to promptly execute an amendment(s) to this Agreement in order to spell out any
additional terms agreed to between the Licensee and City. Failure of the Licensee and/or City to execute
such amendment upon request shall be considered an event of default and this Agreement may be
terminated at the option of the requesting party No amendment or additional terms shall be effective
unless it is in writing and signed by both parties hereto after the effective date of this Agreement.
33. SUCCESSORS AND ASSIGNS
This 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.
34. GOVERNING LAW AND VENUE
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such
action shall lie in state courts located in Tarrant County Texas or the United States District Court for the
Northern District of Texas, Fort Worth Division.
35. INDEPENDENT CONTRACTOR/NO PARTNERSHIP
The doctrine of respondeat superior shall not apply as between the Licensee and City and nothing
contained in this 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
o peration on the Facilities and shall be solely responsible for the acts and omissions of its officers, agents,
e mployees, contractors and subcontractors.
36. SEVERABILITY
In case any one or more of the provisions contained in this Agreement are held to be invalid, illegal, or
u nenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other
provision hereof and this Agreement shall be considered as if such invalid, illegal, or unenforceable
provisions were never contained herein.
37. AUTHORITY OF LICENSEE'S AGENT
By executing this Agreement, Licensee's agent affirms that he or she is authorized by Licensee to execute
this Agreement and that all representations made herein with regard to Licensee s identity, address, and
legal status (corporation partnership, individual, etc.) are true and correct.
38. ADDITIONAL AGREEMENT TERMS
Licensee acknowledges that it has read, understands, and agrees to the additional terms stated in Exhibit
A.
39. PUBLIC INFORMATION ACT
Licensee understands and acknowledges that the City is a public entity under the laws of the State of Texas
and as such all documents held by the City are subject to disclosure under Chapter 552 of the Texas
Government Code. Licensee shall clearly indicate to the City what information it deems proprietary. If the
City is required to disclose any documents that may reveal any Licensee Proprietary Information to third
parties under the Texas Government Code, or by any other legal process, law, rule or judicial order by a
court of competent jurisdiction, the City will notify Licensee prior to disclosure of such documents, and give
Licensee the opportunity to submit reasons for objections to disclosure. The City agrees to restrict access to
Licensee's information to those persons within its organization who have a need to know for purposes of
management of this Agreement The City agrees to inform its employees of the obligations under this
paragraph and to enforce rules and procedures that will prevent any unauthorized disclosure or transfer of
information. The City will use its best efforts to secure and protect Licensee's information in the same
manner and to the same degree it protects its own proprietary information; however, the City does not
guarantee that any information deemed proprietary by Licensee will be protected from public disclosure if
release is required by law. The foregoing obligation regarding confidentiality shall remain in effect for a
period of three (3) years after the expiration of this Agreement.
[SIGNATURES ON THE FOLLOWING PAGE]
Page 8 of 14
EXECUTED as of the date and year first above written at Fort Worth, Tarrant County, Texas.
CITY OF FORT WORTH:
By:
:c-VIAAR
Susan Alanis
Assistant City Manager
Approval Recommended:
By:
irk S aughter
Director of Public Events
APPROVED AS TO FORM AEGALITY:
By:
tyfer,„(VNallach
Assitant City Attorney
ATTEST
By:
Mary Ke
City Sec
AGREEMENT AUTHORIZATION:
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APPALOOSA HORSF CLUB
By:
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Chief Executive ficer
OR r ICIAL RECORD
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Page 9 of 14
Exhibit A
1) FACILITIES AND RENTAL DATES
a) City agrees to license and provide to Licensee the following facilities at the WRMC (collectively,
the "Facilities") for the Events on the contracted dates listed in section 1.b and 1.c..
I) Will Rogers Coliseum
(1) Includes all dressing rooms and office areas
ii) Burnett Building
(1) Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens, if
needed
iii) Richardson -Bass Building
(1) Includes John Justin Arena, all stalls, James L. and Eunice West Arena, Brown -
Lupton Exhibits Area, Coburn Room, all available meeting rooms and office
areas (except on days and areas contracted and occupied by the AjPHA Youth
World Championship Show)
iv) Charlie and Kit Moncnef Building
(1) Includes W.R. Watt Arena, all stalls, exercise area and all meeting rooms and
offices
v) Equestrian Multi -Purpose Building.
(1) Includes all stalls and exercise arenas (except on days and areas contracted and
occupied by the AjPHA Youth World Championship Show)
vi) Cattle Barns 2-4, Show Arena
b) YEARS 2013 - 2017: Appaloosa National Show/Youth World Championship Show
i) 2013
(1) June 19-20: Move in to designated office areas, arenas, and commercial exhibits
areas by show staff and show decorator ONLY at no charge
June 21-23: Move in and exercise beginning at 8:00 a m.
(a) Any livestock arriving on show grounds prior to 8:00 a.m., Friday, June
21, 2013 will be considered early arrivals.
June 24 - July 6: Show Dates
July 7: Move out must be completed by 6:00 p.m.
(2)
(3)
(4)
ii) 2014
(1)
(2)
(3)
(4)
iii) 2015
(1)
(2)
(3)
(4)
iv) 2016
(1)
(2)
(3)
(4)
June 18-19: Move in to designated office areas, arenas, and commercial exhibits
areas by show staff and show decorator ONLY at no charge
June 20-22: Move in and exercise beginning at 8:00 a m.
(a) Any livestock arriving on show grounds prior to 8:00 a.m., Friday, June
20, 2014 will be considered early arrivals.
June 23 - July 5: Show Dates
July 6: Move out must be completed by 6:00 p.m.
June 17-18: Move in to designated office areas, arenas, and commercial exhibits
areas by show staff and show decorator ONLY at no charge
June 19-21: Move in and exercise beginning at 8:00 a m.
(a) Anv livestock arriving on show grounds prior to 8:00 a.m., Friday . June
19, 2015 will be considered early arrivals.
June 22 - July 4: Show Dates
July 5: Move out must be completed by 6:00 p.m.
June 22-23: Move in to designated office areas, arenas, and commercial exhibits
areas by show staff and show decorator ONLY at no charge
June 24-26: Move in and exercise beginning at 8.00 a m.
(a) Any livestock arriving on show grounds prior to 8:00 a.m., Friday, June
24, 2016 will be considered early arrivals.
June 27 - July 9: Show Dates
July 10: Move out must be completed by 6:00 p.m.
Page l0 of 14
v) 2017
(1)
(2)
(3)
(4)
June 21-22: Move in to designated office areas, arenas, and commercial exhibits
areas by show staff and show decorator ONLY at no charge
June 23-25: Move in and exercise beginning at 8:00 a m.
(a) Anv livestock arriving on show grounds prior to 8:00 a.m., Friday, June
23, 2017 will be considered early arrivals.
June 26 - July 8: Show Dates
July 9: Move out must be completed by 6:00 p.m.
c) YEARS 2013 — 2017: Appaloosa World Championship Show
i) 2013
(1)
(2)
(3)
(4)
2014
(1)
(2)
(3)
(4)
iii) 2015
(1)
(2)
(3)
(4)
iv) 2016
(1)
(2)
(3)
(4)
v) 2017
(1)
(2)
(3)
(4)
October 22 — Move in to designated office areas, arenas, and commercial
exhibits areas by show staff and show decorator ONLY at no charge
October 23-24 — Move in and exercise beginning at 8:00 a.m
(a) Anv livestock arriving on show grounds prior to 8:00 a.m., Wednesday,
October 23, 2013 will be considered early arrivals
October 25 - November 2 — Show Dates
N ovember 3 — Move out must be completed by 6:00 p.m.
October 21: Move in to designated office areas, arenas, and commercial exhibits
areas by show staff and show decorator ONLY at no charge
October 22-23: Move in and exercise beginning at 8:00 a.m.
(a) Any livestock arriving on show grounds prior to 8:00 a.m., Wednesday,
October 22, 2014 will be considered early arrivals.
October 24 - November 1: Show Dates
N ovember 2: Move out must be completed by 6:00 p.m.
October 20: Move in to designated office areas, arenas, and commercial exhibits
areas by show staff and show decorator ONLY at no charge
October 21-22: Move in and exercise beginning at 8:00 a.m
(a) Anv livestock arriving on show Grounds prior to 8:00 a.m., Wednesday,
October 21, 2015 will be considered early arrivals.
October 23-31: Show Dates
N ovember 1: Move out must be completed by 6:00 p.m.
October 18: Move in to designated office areas, arenas, and commercial exhibits
areas by show staff and show decorator ONLY at no charge
October 19-20: Move in and exercise beginning at 8:00 a.m
(a) Anv livestock arriving on show grounds prior to 8:00 a.m., Wednesday,
October 19, 2016 will be considered early arrivals.
October 21-29: Show Dates
October 30: Move out must be completed by 6:00 p.m.
October 24: Move in to designated office areas, arenas, and commercial exhibits
areas by show staff and show decorator ONLY at no charge
October 25-26: Move in and exercise beginning at 8:00 a.m
(a) Anv livestock arriving on show grounds prior to 8:00 a.m., Wednesday,
October 25, 2017 will be considered early arrivals.
October - November 4 Show Dates
November 5: Move out must be completed by 6:00 p.m.
2) RENTAL RATE SCHEDULE
a) For rental of the Facilities and services used pursuant to this Agreement for the years 2013
through 2017, City agrees to license and Licensee agrees to pay the rates listed below:
Page 11 of 14
i) Will Rogers Coliseum
(1) $500 Per Move In or Move Out Day
(2) $900 - Per Exercise Day (12 hours climate controlled)
(3) $1,200 Per Show Day (All show hours climate controlled)
ii) Burnett Building Stalls
(1) $50 - per stall used
(2) There will be a $25.00 per day fee charged per stall occupied prior to 8:00
a m. on the first move -in day or after midnight on the move -out day in each
year contracted.
iii) Burnett Cattle Pens
(1) $150 Per Move In or Move Out Day
(2) $350 Per Show Day
iv) John Justin Arena
(1) $250 - Per Move In or Move Out Day
(2) $500 Per Exercise Day (12 hours climate controlled)
(3) $800 - Per Show Day (All show hours climate controlled)
v) James L. & Eunice West Arena
(1) $150 Per Move In or Move Out Day
(2) $600 Per Show or Sale Day (All show/sale hours climate controlled)
✓ i) Brown -Lupton Exhibits Area
(1) $100 Per Move In or Move Out Day
(2) $300 - Per Show Day (All show hours climate controlled)
✓ ii) Richardson -Bass Building Stalls
(1) $50 - Per stall used
(2) There will be a $25.00 per day fee charged per stall occupied prior to 8:00
a m. on the first move -in day or after midnight on the move -out day in each
year contracted.
✓ iii) Richardson -Bass Cattle Pens
(1) $150 Per Move In or Move Out Day
(2) $350 Per Show Day
ix) Moncrief Building Stalls
(1) $50 - Per stall used
(2) There will be a $25.00 per day fee charged per stall occupied prior to 8:00
a me on the first move -in day or after midnight on the move -out day in each
year contracted.
x) W. R. Watt Arena
(1) $250 - Per Move In or Move Out Day
(2) $500 Per Exercise Day (12 hours climate controlled)
(3) $1 000 - Per Show Day (All show hours climate controlled)
xi) Equestrian Multi -Purpose Building Exercise Arenas
(1) $500 - Per Arena per Exercise Day
(2) $1 000 - Per Arena per Exercise Day (if fewer than 800 city -owned stalls are
rented)
xii) Equestrian Multi -Purpose Building Stalls
(1) $50 - Per stall used
(2) There will be a $25.00 per day fee charged per stall occupied prior to 8:00
a m. on the first move -in day or after midnight on the move -out day in each
year contracted.
xiii) Cattle Barn 2, 3, and 4
(1) $150 Per Move In or Move Out Day*
(2) $350 - Per Show Day*
(3) $50 Per stall used
(4) There will be a $25.00 per day fee charged per stall occupied prior to 8:00
a m. on the first move -in day or after midnight on the move -out day in each
year contracted.
* Daily rental rates do not apply when renting city owned stalls
xiv) Cattle Barn 1
(1) Licensee will have first right of refusal to rent Cattle Barn 1 for installation of
portable stalls throughout term of Agreement. If Licensee elects to rent Cattle
Page 12 of 14
Barn 1 in any year and for either Event, written notice must be received by City
no later than six weeks prior to the first move in date of the Event.
(2) $150 Per Move In or Move Out Day*
(3) $350 Per Show Day*
(4) $50 - Per stall used
(5) There will be a $25.00 per day fee charged per stall occupied prior to 8:00
a m. on the first move -in day or after midnight on the move -out day in each
year contracted.
* Daily rental rates do not apply when renting city owned stalls
xv) Show Arena
(1) $100 Per Move In or Move Out Day
(2) $350 — Per Show Day
xvi) Portable Stalls
(1) Licensee must rent portable stalls directly from City or City's current contract
vendor.
(2) Licensee will pay for all portable stalls ordered whether used or unused at the
current 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.
(3) Licensee must use and pay rental for all city -owned stalls prior to occupying
portable stalls from the City's current contract vendor.
xvii) In order to establish actual rental fees for each Facility, Licensee will submit to City in
writing its confirmation of intent to license the Facilities and its intended use of each
Facility (i.e. move -in, show etc.) over the contracted dates by no later than April 1st of
each respective licensed year Licensee understands that the Agreement terms will be
for the exact same number of facilities listed in Exhibit A and 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 Exhibit A must be mutually
agreed upon between the Licensee and City.
3) PAYMENT SCHEDULE
a) YEARS 2013 through 2017:
i) APPALOOSA NATIONAL SHOW/YOUTH WORLD CHAMPIONSHIP SHOW
(1) Licensee shall pay a $5,000 partial Facility rental payment by no later than
January 1st of each licensed year.
(2) Licensee shall pay a $15,000 partial Facility rental payment by no later than May
15th of each licensed year
(3) Licensee shall pay in full any remaining balance owed within 30 days after
receipt of final charges invoice following the conclusion of the show.
APPALOOSA WORLD CHAMPIONSHIP SHOW
Licensee shall pay a $5 000 partial Facility rental payment by no later than
February 1st of each licensed year.
Licensee shall pay a $15,000 partial Facility rental payment by no later than
October 1st of each licensed year.
Licensee shall pay in full any remaining balance owed within 30 days after
receipt of final charges invoice following the conclusion of the show.
4) ANNUAL INCENTIVE
a) The City of Fort Worth/Will Rogers Memorial Center is pleased to apply a Facility rental credit
against the Appaloosa National Show/Youth World Championship Show invoice of final charges
upon conclusion of each 2013-2017 APPALOOSA NATIONAL SHOW/YOUTH WORLD
CHAMPIONSHIP SHOW and APPALOOSA WORLD CHAMPIONSHIP SHOW equal to 50% of
the total building rental, not including stalls, with a maximum credit of:
i) $20,000.00 for each 2013 show
ii) $19,000.00 for each 2014 show
iii) $18,000.00 for each 2015 show
iv) $17,000.00 for each 2016 show
v) $16,000.00 for each 2017 show
Page 13 of 14
b) A minimum of 800 city -owned stalls must be rented during each show to be eligible for the rental
credit.
c) The City agrees to continue to sponsor Licensee's annual awards banquet at a cost not to exceed
Two Thousand Five Hundred Dollars ($2 500.00) annually.
5) ADDITIONAL AGREEMENT TERMS
a) SHAVINGS
i) City retains exclusive rights for the sale of all shavings at the prevailing rate. Shavings in
bags may not be brought onto show grounds by Licensee or any Events participants.
ii) Licensee and/or any exhibitor who brings shavings into show grounds or Facilities without
the written consent of City and/or in direct conflict with the exclusive rights of City, will be
fined $5.00 per bag of shavings based on the equivalent of a 3%2 cubic foot bag. The
total fine amount will be at the sole discretion of the Director of Public Events or his
designee.
b) COMMERCIAL EXHIBITOR/VENDOR SPACE
i) 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 May
1st in each licensed year.
c) ARENA PREPARATION/CLEAN-UP
i) City will clean Coliseum and arena seating areas once daily prior to start of each show
date contracted.
ii) City will clean the main aisles of contracted livestock facilities daily.
iii) Licensee will be invoiced at the prevailing hourly rate for all labor performed to include
dirt work, watering and any excessive cleanup of Facility grounds including any areas
occupied by cattle.
d) SOUND SYSTEM
I) There is no charge to Licensee for use of the sound system owned by City, as it exists at
the execution of this Agreement
ii) Licensee will be invoiced the prevailing rate for any additional equipment and/or labor
required for a WRMC stagehand to set up monitor and secure sound equipment daily
when it is needed for show activity.
iii) In the event City is unable to furnish sufficient WRMC stagehands to work Events that
use staging lights or amplified sound, Licensee must contract with and pay an approved
vendor to provide additional stagehand services. Prior to the use of any outside labor, a
representative of Licensee will be consulted as to the number of hours and rate per hour.
iv) City will provide arena and barn paging as required in all contracted areas.
e) TRAILER/RV PARKING
i) Licensee may use any available space for trailer parking as designated by the Director of
Public Events or his designee at the prevailing parking rates.
ii) 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 rates.
f) ADDITIONAL TERMS
i) 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/her designated representative
ii) 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 Public Events or his designee at Will Rogers Memorial Center.
Page 14 of 14