HomeMy WebLinkAboutContract 44034 (2)CITY OF FORT WORTH
PUBLIC EVENTS DEPARTMENT
WILL ROGERS MEMORIAL CENTER
ER
3401 W LANCASTER AVENUE
FONT \NO TH, TFXAS 76107
LICI NEE AGREEMENT
CITY SECREARY
CONTRACT l!kri?
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This license 1 day ofagreement ("Agreement") is made and entered into this 2 &JC/t-
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G-\ Z , between the City of Fort Worth, a home -rule municipal corporation of the State of Texas, located in
Tarrant, Parker, Denton and Wise Counties, Texas, ("City") acting by and through its duly authorized Assistant
City Manager, and Ranch Soiling National Charnr ionshiDs, LLC, a Colorado limited liability comb nv.
located at PO Box 14 Wellh xijton, CO. 80549, ("Licensee") acting by and through its duly authorized
representative.
1. FACILITIES
1.01 City agrees to rent to Licensee, for the purpose of holding the South Coa teal RSNC Ranch
Sortinug World Series and RSNC National Finals (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 areas as agreed
upon) necessary to accommodate patrons, for the above stated purpose and in accordance with Exhibit
Ranch Sorting National Championships, LLC
2013 through 2015
A
1.02 In the event the City shall fail to perform its part of this Agreement or any part thereof, by reason
of act of God, labor dispute, or the interruption or curtailment of any utility service (gas, electric, water or
sewerage disposal), or through negligent or intentional acts solely caused by persons, associations, or
corporations other than the City or its duly authorized agents, the Licensee shall not be entitled to claim
damages against the City for default occasioned by any of the aforesaid causes. The City shall have the
right to determine the proportionate abatement of rent during the period of untenantability.
2. TERM. RENTAL FEE, PAYMENT SCH =DULE, AND INCENTIVES
2.01 The term, rental amount, payment schedule, and any incentives concerning this Agreement shall
be set forth in Exhibit A. All deposits and/or other funds received by City are non-refundable.
3. OUTSIDE SUBCONTRACT PERSONNEL
3.01 Licensee shall, at Licensee's own expense, provide all necessary and adequately trained
personnel, including, but not limited to, ticket -sellers, ticket -takers, ushers, floor managers, stage crews
(other than Public Events Department technical personnel), electricians, technicians, carpenters, machine
operators, and any and all other personnel necessary in the promotion and presentation of the Events.
City assumes no responsibility for said personnel and Licensee hereby expressly releases and
discharges City from any and all liability for any property damage or loss and/or personal injury, including,
but not limited to, death, arising out of or in connection with, directly or indirectly the occupancy and/or
use of the leased Facilities and any and all activities conducted thereon that are sustained by reasons of
the occupancy of said buildings under this Agreement. Nothing herein shall be construed as creating a
principal/agent, or employer/employee relationship between the City and Licensee's subcontracted
personnel.
3.02 The City has the following exclusive agreements for subcontractor services at Will Rogers
Memorial Center:
a) Concessions
b) Alcohol Beverage Service
c) Electrical Distribution
City reserves the right to enter into agreements for exclusive subcontractor services at Will
Rogers Memorial Centeratra:.y time.
II OFFICIAL RECORD
CITY SECRETARY
rrwoRTH,TX
Page 1 of 14
01-09-13 PO4:39 IN
4. ALCOHOL RIGHTS
4.01 Licensee must comply with City food and beverage requirements and must contract with the current
City concession services provider regarding the serving of any alcoholic beverage services. Licensee shall
have no rights in the selling or dispensing of beer, wine, or any alcoholic liquors.
5. CONCESSION/SOUVENIR RIGHTS
5.01 The City reserves all concession, food, beverage, novelty and souvenir rights, except Licensee's
programs and Iogoed merchandise. Any matters not herein expressly provided for shall be left to the
discretion of the City's Director of Public Events or his designee ("Director") with the exception of
approved commercial exhibitors and the resale of items related to the horse industry or promotion of the
Ranch Sorting National Championships.
5.02 Licensee must comply with City and Will Rogers Memorial Center ("WRMC") food and beverage
requirements and must contract with the current City contracted vendor to handle all concession services
as well as alcoholic and/or soft drink beverage services. Any approved sampling is limited to products
directly related to or sold by the exhibitors and must be approved by City in advance. All other give-away
food and beverage products must be purchased through the in house concessionaire.
6. CATERING
6.01 All caterers who wish to provide services for any reception, luncheon, party, or function where food
or beverages are to be served and/or consumed on the licensed Facilities must be approved by City at least
thirty (30) days prior to any food or beverage function. It is Licensee's responsibility to provide the City with
the name, address and contact person of the caterer chosen by the Licensee no later than thirty (30) days
prior to the food or beverage function. All caterers must pay the City a percentage of food and beverage
charges based on their gross invoice.
6.02 City may refuse to honor the request for any reception, luncheon party or function where food and
beverages are to be served and/or consumed on the licensed Facilities if the Licensee fails to notify the City
of the caterer's name, address and contact person within the required time frame.
6.03 At the option of the City, the City may assess Licensee a One Thousand Dollar ($1,000) per
function charge to Licensee for the failure of the Licensee to obtain City approval thirty (30) days prior to the
Events.
7. ACCEPTANCE OF FACILITIES
7.01 Licensee agrees that Licensee has examined the Facilities prior to the execution of this Agreement
and is satisfied with the physical condition of the Facilities. Licensee's taking possession of the Facilities for
the Events shall be conclusive evidence of its receipt of the Facilities in a safe, sanitary and sightly
condition and in good repair, except for those conditions which the Licensee provides City written notice of
before Licensee takes possession of the Facilities. Licensee agrees the illuminated sign above the clock in
the Will Rogers Memorial Coliseum shall remain lighted and visible at all times during the term of the
Agreement.
8. CARE OF FACILITIES
8.01 Licensee, at Licensee's own expense, shall keep the Facilities and maintain all equipment and
other properties of City in a safe, sanitary, sightly condition and in good repair, and shall restore and yield
said Facilities, equipment, and all other properties belonging to the City back to City at the expiration or
termination of each of the yearly license terms of this Agreement in good or better condition as existed at
the commencement of this Agreement and in which Licensee found them, ordinary wear and tear (including
damage by acts of God or other causes beyond the control of Licensee) excepted.
8.02 Licensee will not do or permit to be done any injury or damage to any buildings or part thereof, or
permit to be done anything that will damage or change the finish or appearance of the Facilities or the
furnishings thereof or any other property belonging to the City by the erection or removal of equipment or
any other improvements, alterations, or additions. No decorative or other materials shall be nailed, tacked,
screwed or otherwise physically attached to any part of the Facilities or to any of the furnishings or fixtures
of the City without the consent of the City
8.03 Subject to ordinary wear and tear, Licensee will pay the costs of repairing (to its condition
immediately preceding the occurrence of such damage) any damage that may be done to the Facilities or
any of the fixtures, furniture or furnishings by any act of Licensee or any of Licensee's employees, agents,
officers, or anyone visiting the Facilities upon the invitation of the Licensee including the patrons of the
attraction or function for which Licensee hereby is leasing the Facilities. The City shall determine, in its sole
discretion whether any damage has occurred, the amount of the damage, and the reasonable costs of
repairing the damage, and whether, under the terms of the Agreement, the Licensee is responsible. City
shall be the sole judge of the quality of the maintenance and/or damage of the licensed Facilities,
Page 2 of 14
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 wntten invoice from the City
8.04 In licensing the Facilities, City does not relinquish the right to control the management of the
Facilities, or the right to enforce all necessary and proper rules for the management and operation of the
same. City, through its Manager, police and fire personnel and other designated representatives has the
right, at any time, to enter any portion of the Facilities (without causing or constituting a termination of the
privilege or an interference for the possession of the Facilities by the Licensee) for any purpose provided
this shall not authorize or empower City to direct the activities of the Licensee or assume liability for
Licensee's activities.
9. CITY OF FORT WORTH OWNED EQUIPMENT AND PUBLIC EVENTS DEPARTMENT LABOR
9.01 Licensee and City understand that a rental charge will be assessed for any chairs, tables, stages,
lights, and/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
10 01 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
11.01 City assumes no responsibility for any property placed in said buildings or any part thereof by the
Licensee or any agent, officer, and/or employee of the Licensee Licensee hereby expressly releases and
discharges City from any and all liability for any property damage or loss and/or personal injury, including
but not limited to, death, arising out of or in connection with, directly or indirectly, the occupancy and/or use
of the leased Facilities and any and all activities conducted thereon sustained by reasons of the occupancy
of said buildings under this Agreement.
12. REMOVAL OF DISORDERLY PERSONS
12.01 City through its Director, police, and fire personnel and other designated representatives, retains
the right to remove from the Facilities any and all such employees agents and/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
13.01 City agrees to furnish the necessary Tight 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.
13 02 It is understood that the City enforces the adopted National Electrical Code to ensure the public is
not exposed to electrical hazards. If extension cords are used, Ground Fault Circuit Interrupter (GFCI)
Protection is required. These cords have a test and a reset button and have the words "GFCI protected"
printed on the cord. All 120 volt extension cords shall be three -wire grounding type cords. Extension cords
may not be placed through doorways. Frayed or damaged cords may not be used
13.03 Licensee must contract with a City -approved vendor to handle all electrical requirements above and
beyond that which is readily available.
14. SEATING CAPACITY
14.01 Licensee will not sell more tickets or allow more occupancy than the seating capacity of the
Facilities permits and/or as allowed under any federal, state, and local laws, statutes, ordinances, charter
provisions, rules and regulations of the City; including, but not limited to, all rules, regulations and/or
requirements of the City of Fort Worth Police and Fire Departments.
Page 3 of 14
15. EMERGENCY PERSONNEL
15.01 Licensee shall be responsible, at its own cost and expense, to provide such emergency medical
services as it deems necessary for the Events. Any standby ambulance service must be provided by the
City's current licensed ambulance provider, in accordance with the City Code. Standby ambulance service
shall be required, at Licensee's expense, for any event, which in the sole opinion of City requires such
service. The costs must be paid directly to the emergency medical personnel.
16. SECURITY PERSONNEL
16.01 Licensee, at its sole cost and expense, shall pay for security personnel in such number and manner
as prescribed by the Director. Licensee or its vendor shall bear sole responsibility, if any, for reporting its
payment for each security officer's services as taxable income to the Internal Revenue Service Licensee
hereby assumes sole responsibility for any and all acts or omissions by security personnel in the
performance of their responsibilities hereunder, and Licensee agrees to INDEMNIFY, HOLD HARMLESS
AND DEFEND THE CITY FROM ANY AND AGAINST ALL CLAIMS OR SUITS FOR PROPERTY
DAMAGE OR PERSONAL INJURY ARISING OUT OF OR IN CONNECTION WITH SUCH ACTS OR
OMISSIONS. Nothing herein shall be construed as creating a principal/agent, or employer/employee
relationship between the City and Licensee's security personnel
16.02 Licensee assumes full responsibility for the safety and security of property belonging to Licensee
while the same is on City's property. In addition, if any vehicles or items which contain any flammable
liquids, or fuels, are left overnight in the Center, same shall be attended at all such times by security
personnel furnished by Licensee and approved by Director The costs must be paid directly to the security
officers.
17. FIRE MARSHAL
17.01 Licensee shall be responsible, at its own cost and expense, to provide such fire marshal services
as deemed necessary for the Events as determined by Director. Licensee understands that fire marshal
personnel are independent contractors. Vendor shall bear sole responsibility, if any, for reporting its
payment for each fire marshal's services as taxable income to the Internal Revenue Service. The costs
must be paid directly to the fire marshal personnel.
18. NON-SMOKING FACILITY
18.01 Licensee understands that WRMC is a NON-SMOKING FACILITY and agrees to make hourly
announcements to that effect, if possible. In any event, Licensee agrees to make at least three (3)
announcements to that effect during an eight (8) hour period, with one announcement being made at the
beginning of each event.
19. OBSTRUCTIONS
19.01 Sidewalks, entries, passage vestibules, halls, elevators, or access ways to public utilities of the
premises shall not be obstructed or caused to be obstructed by Licensee, or caused or permitted to be used
for any purpose other than ingress or egress to and from the Facilities. The doors, skylights, stairways or
openings that reflect or admit light into any portion of the building shall not be obstructed by Licensee.
20. PARKING
20.01 City operates a paid parking system in all surface lots and parking garages at WRMC. All parking
fees will be charged to the individual or Licensee at the prevailing rates. City will supply Licensee with ten
(10) complimentary parking passes per day, upon request, to be used during the Events each year of this
Agreement.
21. INDEMNIFICATION
21.01 LICENSEE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD
HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, THE CITY, ITS REPRESENTATIVES, OFFICERS,
SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION,
OR SUITS, INCLUDING, BUT NOT LIMITED TO, WORKERS' COMPENSATION ACT LIABILITY, LOST
PROFITS, PROPERTY DAMAGE, DAMAGE AND PERSONAL INJURY, INCLUDING BUT NOT
LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF THE USE AND OCCUPATION OF THE
FACILITIES BY LICENSEE. THIS INDEMNITY PROVISION (INCLUDING, WITHOUT LIMITATION,
INDEMNITY FOR COSTS, EXPENSES AND LEGAL FEES) IS SPECIFICALLY INTENDED TO OPERATE
AND BE APPLICABLE EVEN IF IT IS ALLEGED OR PROVED THAT ALL OR SOME OF THE DAMAGES
BEING SOUGHT WERE CAUSED AS A WHOLE OR IN PART BY ANY ACT, OMISSION, NEGLIGENCE,
GROSS NEGLIGENCE, BREACH OF CONTRACT, INTENTIONAL CONDUCT, VIOLATION OF STATUTE
OR COMMON LAW, BREACH OF WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR
ANY OTHER ACT OR CONDITION WHATSOEVER OF THE CITY OR ITS PROPERTY
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22. INSURANCE
22.01 Prior to the time Licensee is entitled to any right of access to or use of the Facilities, Licensee shall
procure, pay for and maintain the following insurance written by companies approved by the State of Texas
and acceptable to 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.
22.02 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;
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.
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.
22.03 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.
22.04 Licensee shall not do or permit to be done anything in or upon any portion of the Facilities, or bring
or keep anything therein or thereupon 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.
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23. COMPLIANCE WITH LAW
23.01 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.
23.02 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
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
24.01 Licensee agrees to assume full responsibility for complying with the Federal Copyright Law of 1978
(17 U.S.0 101, et seq.) and any regulations issued thereunder including, but not limited to, the assumption
of any and all responsibilities for paying royalties that are due for the use of copyrighted works in Licensee's
performances or exhibitions to the copyright owner, or representative of said copyright owner. City
expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or
financial obligations. City specifically does not authorize, permit, or condone the performance,
reproduction or other use of copyrighted materials by Licensee or its agents or licensees without the
appropriate licenses or permission being secured by Licensee in advance. It is further agreed that
LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS FOR ANY CLAIMS ARISING
FROM NONPAYMENT TO LICENSING AGENCIES, INCLUDING, BUT NOT LIMITED TO, ASCAP, BMI,
AND SESAC OR DAMAGES ARISING OUT OF LICENSEE'S INFRINGEMENT OR VIOLATION OF THE
COPYRIGHT LAW AND/OR REGULATIONS. City expressly assumes no obligation to review or obtain
appropriate licensing and all such licensing shall be the exclusive obligation of the Licensee. Licensee
understands that they are responsible for securing any and all licenses by artists/performers giving
permission for the recordings. Licensee is responsible for both reporting and payment of any music
licensing fees that may be required by law.
24.02 Licensee understands and agrees that without the proper license obtained by Licensee there is a
risk of an injunction or money damages arising from a copyright lawsuit brought by ASCAP, BMI SESAC,
or any other licensing agency.
25. AMERICANS WITH DISABILITIES ACT (ADA)
25.01 It is understood that the Events of Licensee are not an events of the City Licensee acknowledges
that it is responsible for and will make available the goods and services offered at the Events to all
attendees including those with disabilities. Licensee is responsible for non -permanent accessibility
requirements, such as but not limited to, seating accessibility and auxiliary aids for the visually impaired,
hearing impaired and mobility impaired. LICENSEE SHALL NOT MOVE OR INTERFERE IN ANY WAY
WITH ACCESSIBILITY TO ADA FACILITIES, SUCH AS, BUT NOT LIMITED TO, WHEELCHAIR
SEATING. LICENSEE SHALL NOT SELL TICKETS FOR ADA SEATING TO PERSONS WHO DO NOT
REQUIRE ADA ACCOMMODATIONS. LICENSEE INDEMNIFIES THE CITY FOR ANY AND ALL
CLAIMS AND LIABILITIES ARISING OUT OF LICENSEE'S DUTIES UNDER THE REQUIREMENTS OF
ADA AND THIS SECTION.
26. FORCE MAJEURE
26 01 Force Majeure shall include, but not be limited to, acts of God, acts of the public enemy, war,
insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts,
tornadoes, hurricanes, arrests and restraints of governments and people, explosion and other occurrences
or conditions of like nature.
26.02 If either party is rendered unable, wholly or in part, by Force Majeure to carry out any of its
obligations under this Agreement, it is agreed that on such parry's giving notice and full particulars of such
Force Majeure as soon as practicable, but no later than seven (7) days after the occurrence of the cause
relied upon, the obligations of the party giving such notice, to the extent it is affected by Force Majeure,
shall be suspended during the continuance of the Force Majeure
26.03 If a Force Majeure causes the License period to be cancelled in whole or in part, and the affected
party complies with this Section regarding notice, the Licensee shall owe the City a license fee based on the
time period (if any) during which the Licensee had reasonable commercial use of the Facilities.
Page 6of14
27. ASSIGNMENT
27.01 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 not relieve Licensee from any of its obligations under this Agreement.
28. EVENTS OF DEFAULT
28.01 The following events shall be deemed to be events of default 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;
ii Licensee attempts to assign this contract without the prior written consent of City;
ill. Licensee shall vacate the use of over one-half of any building included in the Facilities, as
described in Exhibit Al 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
29.01 Upon the occurrence of any such event of default of the Agreement, City shall have the option to
terminate this Agreement immediately. Licensee shall immediately surrender the Facilities to City and, if
Licensee fails to do so, City may, without prejudice to any remedy enter upon and take possession of the
Facilities and remove Licensee and any other person who may be occupying the Facilities by force, if
necessary, without being liable for the prosecution or any claim of damages therefore. Licensee agrees to
pay to City on demand the amount of all loss and damage which City may suffer by reason of such
termination.
29.02 City may, as a result of default as described in Paragraph 28 above, and at its discretion, relet the
entire Facilities or relet any building or any portion of any building of the Facilities that is determined by the
City not to be in substantial use by the Licensee and receive the rent therefore, and Licensee agrees to pay
to City on demand any deficiency that may arise by reason of reletting. City agrees to use all reasonable
efforts to attempt to relet the Facilities Licensee shall not be entitled, under any circumstances, to any
excess rental fees received by City as a result of reletting, and Licensee hereby waives any claim to such
excess rental amounts.
29.03 No pursuit of any remedy by City constitutes a forfeiture or waiver of any rent due to City or of any
damages accruing to City by reason of the violation of any of the terms, provisions and covenants herein
contained. No act or thing done by City or its officers, agents or employees dunng the term of this
Agreement shall be deemed a termination of the Agreement or an acceptance of the surrender of the
Facilities, and no agreement to terminate this Agreement or accept a surrender of the Facilities shall be
valid unless in writing signed by City. City s acceptance of the payment of rental or other payments after
the occurrence of a default shall not be construed as waiver of such default, unless City notifies Licensee in
writing. Any act by City to enforce one or more of the remedies herein provided upon an event of default
shall not be deemed or construed to constitute a waiver of such default or of City's right to enforce any such
remedies with respect to such default or subsequent default.
30. NOTICES
30.01 All notices required or permitted under this Agreement may be given to a party personally or by
mail, addressed to such party at the address stated below or to such other address as one party may from
time to time notify the other in writing. If more than one Licensee is named in this contract, service of any
notice on any one of the Licensees shall be deemed service on all Licensees. Any notice so given shall be
deemed to have been received when deposited in the United States mail so addressed with postage
prepaid
CITY:
Kirk Slaughter, Director of Public Events
Will Rogers Memorial Center
3401 W Lancaster
Fort Worth, Texas 76107
LICENSEE:
Ranch Sorting National Championships
Attn: Dave Wolfe
With Copy To:
City of Fort Worth
City Attorney's Office
1000 Throckmorton Street
Fort Worth Texas 76102
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PO Box 1
Wellington, CO 80549
31. SOLE AGREEMENT. AMENDMENT, SEVERABILITY, ADDITIONAL TERMS
31 01 This written instrument constitutes the entire Agreement by the parties hereto concerning the
license of the Facilities and obligations of the parties and any prior or contemporaneous oral or written
agreement that purports to vary from the terms hereof, shall be void. It is understood and agreed that all the
provisions of this Agreement are applicable except where specifically modified by any exhibit, addendum or
amendment in which case such exhibit, addendum, or amendment shall apply.
31.02 Licensee and City agree to promptly execute an amendment(s) to this Agreement in order to spell
out any additional terms agreed to between the Licensee and City. Failure of the Licensee and/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.
31.03 In case any one or more of the provisions contained in this Agreement are held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any
other provision hereof and this Agreement shall be considered as if such invalid illegal or unenforceable
provisions were never contained herein.
31.04 Licensee acknowledges that it has read, understands, and agrees to the additional terms stated in
Exhibit A.
32. SUCCESSORS AND ASSIGNS
32.01 This Agreement shall be binding upon and insure to the benefit of the parties hereto and their
respective heirs, executors, administrators, legal representatives, successors and, except as otherwise
provided in this Agreement, their assigns.
33. GOVERNING LAW AND VENUE
33.01 This Agreement shall be construed in accordance with the internal laws of the State of Texas. If
any action, whether real or asserted at law or in equity, is brought on the basis of this Agreement, venue for
such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for
the Northern District of Texas, Fort Worth Division.
34. INDEPENDENT CONTRACTOR/NO PARTNERSHIP
34.01 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
operation on the Facilities and shall be solely responsible for the acts and omissions of its officers, agents,
employees, contractors and subcontractors.
35. AUTHORITY OF LICENSEE'S AGENT
35.01 By executing this Agreement, Licensee's agent affirms that he or she is authorized by Licensee to
execute this Agreement and that all representations made herein with regard to Licensee's identity,
address, and legal status (corporation partnership, individual etc.) are true and correct.
36. PUBLIC INFORMATION ACT
36.01 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.
Page 8 of 14
EXFCU T ED as of the date and year first above written in Fort Worth, Tarrant County, Texas.
CITY OF FORT WORTH
B
Alanis
istant City Manager
Approval Recor rpended:
By.
irk N "slaughter
Director of Public Events
RANCH S0I2TIN
Sc
NATION/4LHAMPjONSHIPS, LLC
al*
ave Wolfe
President/Member
APPROVED AS TO FORM AND LEGALITY:
By.: Cr*Tyler1ach
Assistant City Attorney
ATTEST:
By: �"' f l
`Mary Kayser
City Secretary
AGREEMENT AUTHORIZATION:
No M&C required
_0(0.\1=13.- r
(` 1/43/44
der47/0000
()GOO° A`
r? 1;1.7-4
OFFICIAL RECORD,
CITY SECRETARY
FT. WORTH, 'TX i
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" or "Facility") as needed and available for the Events on the contracted dates listed
in section 1.b and 1.c..
i) Burnett Building
(1) Includes all stalls, Vet Clinic, office areas, exercise area and cattle pens, if
needed
ii) Richardson -Bass Building
(1) Includes John Justin Arena, all stalls and cattle pens, James L and Eunice West
Arena, Brown -Lupton Exhibits Area, Coburn Room, all available meeting rooms
and office areas
(2) This entire building is not currently available for the South Central RSNC Ranch
Sorting World Series.
iii) Equestrian Multi -Purpose Building
(1) Includes all stalls and arenas
b) YEARS 2013 - 2015: South Central RSNC Ranch Sorting World Series
i) 2013
(1) April 24: Move in to designated office areas and arenas by show staff and show
decorator ONLY at no charge
(2) April 25: Move in and exercise beginning at 8:00 a.m.
(a) Anv livestock arriving on show grounds prior to 8:00 a.m.. Thursday.
April 25, 2013 will be considered early arrivals.
(3) April 26-28: Show Dates
(4) April 29: Move out must be completed by 6:00 p.m.
ii) 2014
(1) April 23: Move in to designated office areas, arenas, and commercial exhibits
areas by show staff and show decorator ONLY at no charge
(2) April 24: Move in and exercise beginning at 8:00 a.m.
(a) Anv livestock arrivina on show grounds prior to 8:00 a.m.. Thursday.
April 24. 2014 will be considered early arrivals.
(3) April 25-27: Show Dates
(4) April 28: Move out must be completed by 6:00 p.m.
iii) 2015
(1) April 22: Move in to designated office areas, arenas, and commercial exhibits
areas by show staff and show decorator ONLY at no charge
(2) April 23: Move in and exercise beginning at 8:00 a.m.
(a) Anv livestock arriving on show °rounds prior to 8:00 a.m.. Thursday,
April 23. 2015 will be considered early arrivals.
(3) April 24-26: Show Dates
(4) April 27: Move out must be completed by 6:00 p.m.
iv) SHOW DATES BEYOND 2015 — RENEWAL TERMS
Licensee shall have the option to renew this Agreement for its South Central
RSNC Ranch Sorting World Series for two additional one (1) year periods on the
same terms and conditions.
(a) 2016 Renewal - The first option to renew must be exercised in writing by
Licensee within sixty (60) days after the conclusion of its 2013 South
Central RSNC Ranch Sorting World Series.
(b) 2017 Renewal - The second option to renew must be exercised in
writing by Licensee within sixty (60) days after the conclusion of its 2014
South Central RSNC Ranch Sorting World Series.
(c) If Licensee does not exercise its first renewal option, there shall be no
second renewal term.
(1)
Page 10 of 14
(2)
(3)
Nothing contained herein shall obligate the City to provide the same show dates;
however, the City agrees to make all reasonable efforts to reserve comparable
show dates in years 2016 and 2017 for the South Central RSNC Ranch Sorting
World Series.
A renewal term may only be exercised if no default on the part of the Licensee
has occurred and is continuing under any provision of this Agreement.
c) YEARS 2013 — 2015: RSNC National Finals
i) 2013
(1)
(2)
(3)
ii) 2014
(1)
(2)
(3)
iii) 2015
(1)
(2)
(3)
iv) SHOW
(1)
(2)
(3)
June 3: Move in and exercise beginning at 5:00 p.m.
(a) Anv livestock arriving on show arounds prior to 8:00 a.m.. Monday. June
3, 2013 will be considered early arrivals.
June 4-10: Show Dates
June 11: Move out must be completed by 12:00 p.m.
June 2: Move in and exercise beginning at 8:00 a.m.
(a) Anv livestock arriving on show grounds prior to 8:00 a.m.. Mondav, June
2, 2014 will be considered early arrivals.
June 3-9: Show Dates
June 10: Move out must be completed by 12:00 p.m.
June 1: Move in and exercise beginning at 8:00 a.m.
(a) Anv livestock arriving on show grounds prior to 8:00 a.m.. Monday, June
1. 2015 will be considered early arrivals.
June 2-8: Show Dates
June 9: Move out must be completed by 12:00 p.m.
DATES BEYOND 2015 — RENEWAL TERMS
Licensee shall have the option to renew this Agreement for its RSNC National
Finals for two additional one (1) year periods on the same terms and conditions.
2016 Renewal - The first option to renew must be exercised in writing by
Licensee within sixty (60) days after the conclusion of its 2013 RSNC
National Finals.
(b) 2017 Renewal - The second option to renew must be exercised in
writing by Licensee within sixty (60) days after the conclusion of its 2014
RSNC National Finals.
(c) If Licensee does not exercise its first renewal option, there shall be no
second renewal term.
Nothing contained herein shall obligate the City to provide the same show dates;
however the City agrees to make all reasonable efforts to reserve comparable
show dates in years 2016 and 2017 for the RSNC National Finals.
A renewal term may only be exercised if no default on the part of the Licensee
has occurred and is continuing under any provision of this Agreement.
(a)
2) RENTAL RATE SCHEDULE
a) For rental of the Facilities and services used pursuant to this Agreement for the years 2013
through 2017, which includes any renewals, City agrees to license and Licensee agrees to pay
the rates listed below:
i) VVII Rogers Coliseum
(1) $1 250 - Per Move In or Move Out Day
(2) $1 250 - Per Exercise Day (12 hours climate controlled)
(3) $2 500 - Per Show Day (All show hours climate controlled)
Burnett Budding Stalls
(1) $50 - per stall used
Page 11 of 14
(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) $300 Per Move In or Move Out Day
(2) $600 Per Show Day
iv) John Justin Arena
(1) $1,000 - Per Move In or Move Out Day
(2) $1,000 - Per Exercise Day (12 hours climate controlled)
(3) $2,000 Per Show Day (All show hours climate controlled)
v) James L & Eunice West Arena
(1) $450 Per Move In or Move Out Day
(2) $1 000 Per Show or Sale Day (All show/sale hours climate controlled)
vi) Brown -Lupton Exhibits Area
(1) $250 - Per Move In or Move Out Day
(2) $750 Per Show Day (All show hours climate controlled)
vii) 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.
viii) Richardson -Bass Cattle Pens
(1) $300 Per Move In or Move Out Day
(2) $600 Per Show Day
ix) Moncnef 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.
x) W. R. Watt Arena
(1) $750 - Per Move In or Move Out Day
(2) $750 - Per Exercise Day (12 hours climate controlled)
(3) $1,500 - Per Show Day (All show hours climate controlled)
xi) Equestrian Multi -Purpose Building Exercise Arenas
(1) $500 Per Arena per Move In Exercise or Move Out Day
(2) $1 000 - Per Arena per Show Day
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) $250 - Per Move In or Move Out Day*
(2) $500 - 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) Show Arena
(1) $100 - Per Move In or Move Out Day
(2) $300 — Per Show Day
xv) Portable Stalls
Licensee must rent portable stalls directly from City or City's current contract
vendor.
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
Page 12 of 14
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.
xvi) 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 throuah 2017:
i) SOUTH CENTRAL RSNC RANCH SORTING WORLD SERIES
(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 $5,000 partial Facility rental payment by no later than March
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.
RSNC NATIONAL FINALS
(1) Licensee shall pay a $5,000 partial Facility rental payment by no later than
February 1st of each licensed year.
(2) Licensee shall pay a $15,000 partial Facility rental payment by no later than May
1st 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.
4) ANNUAL INCENTIVE
a) The City of Fort Worth/Will Rogers Memorial Center is pleased to apply a Facility rental credit
against the invoice of final charges upon conclusion of each RSNC NATIONAL FINALS equal to
25% of the total building rental, not including stalls, with rental of 800-1,000 city -owned stalls or
30% of the total building rental, not including stalls, with rental of over 1 000 city -owned stalls'
b) A minimum of 800 city -owned stalls must be rented during each show to be eligible for the rental
credit.
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% 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.
ii) 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 arena seating areas once daily prior to start of each show date contracted.
Page 13 of 14
ii) 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 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.
0 ADDITIONAL TERMS
i) Any matters that are not herein expressly provided for shall be left to negotiation between
the Director and the President of the Ranch Sorting National Championships 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 at Will Rogers Memorial Center.
Page 14 of 14