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Home My WebLink AboutContract 27542-A7 CITY SECRETARY CONTRACT NO. AMENDED AND RESTATED LICENSE AGREEMENT FOR THE MANAGEMENT AND OPERATION OF COWTOWN COLISEUM This AMENDED AND RESTATED LICENSE AGREEMENT FOR THE MANAGEMENT AND OPERATION OF COWTOWN COLISEUM("Agreement") is executed to be effective as of the Effective Date, by and between the CITY OF FORT WORTH, TEXAS, a duly incorporated home rule city of the State of Texas, ("City") and FORT WORTH HERITAGE DEVELOPMENT, LLC, a Texas limited liability company("Heritage"). RECITALS i A. City and Rodeo Plaza, Inc. ("RPI"), were parties to the License Agreement for the Management and Operation of Cowtown Coliseum, as amended (City Secretary Contract Nos. 27542, 35048, 36118, 36118-A1, 36118-A2, 36118-A3, 36118-A4, 27542-A5, 27542-A6) (collectively, the "Original License") for certain premises in and around the Cowtown Coliseum located at 121-123 East Exchange Avenue, Fort Worth, Texas, as more particularly described in Exhibit"A", attached hereto and made apart hereof for all purposes (the"Premises"). B. On December 17, 2019, the Fort Worth City Council approved the assignment of the Original License to Heritage, and also approved this Agreement with Heritage (M&C 19- 0401), contingent on (i) the closing of the sale of RPI assets to Heritage, (ii) Heritage using the Premises for the purpose of entertainment, social, cultural, sporting, rodeo, livestock, and like events in keeping with the western theme of the Fort Worth Stockyards Area, and (iii) any changes to the Cowtown Coliseum building receiving prior approval by City and consultation 4 with the Texas Historical Commission. C. The closing of the sale of RPI assets to Heritage occurred on July 15, 2020, and contemporaneously therewith,RPI assigned the Original License to Heritage. E D. City and Heritage now desire to amend and restate the Original License in its entirety as set forth herein, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the recitals set forth above and the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged and confessed by each of the parties hereto, the City and Heritage have agreed and do hereby agree as follows: ARTICLE 1 LICENSE; TERM E Section 1.1 License. Upon and subject to the terms, provisions and conditions herein set forth, City does hereby grant to Heritage the right and obligation to use, manage and operate, for the purposes set forth herein, the Premises, for the term herein provided, upon and subject to the terms,conditions and agreements contained herein. i Provided, however, City reserves to itself and its agents, employees and contractors the non-exclusive right of access and may grant the same right of access to the agents, employees 7 and contractors, and livestock of the Fort Worth Herd over and across the eastern and western portions of the Premises and use of the covered outdoor arena before and after each trail drive Coliseum License Agreement 7-10-20\MM03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] ge 1 of a6 ,U�15 2020 OFFICIAL RECORD F�oR�WoY CITY SECRETARY i t I conducted by the Fort Worth Herd, in the area as depicted on Exhibit "A." City agrees that (i) the days and times of the trail drives will generally be the same days and times of such trail drives as of the Effective Date, subject to any Force Majeure Event; (ii) such access shall not materially interfere with Heritage's use and operation of the Premises; and(iii)any change to the days and times of the trail drives shall be subject to Heritage's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. I Section 1.2 Term. The term of this Agreement shall commence on July 16, 2020 and shall continue through July 15, 2035 ("Term") unless this Agreement has otherwise been earlier $ terminated pursuant to its terms. i Section 1.3 Extension Option. Heritage may renew this License and extend the Term i for uses permitted for one (1) additional period of five (5)years (the "Extension Period'), on the same terms provided with respect to the Term, by delivering written notice of the exercise thereof to City not later than ninety(90)days prior to the expiration of the Term. Section 1.4 Surrender, Personal Property. Upon the expiration or earlier termination of this Agreement, Heritage shall immediately surrender possession of the Premises to City, and Heritage shall remove, at Heritage's expense, all of its personal property from the Premises, 1 leaving the Premises in a reasonably good condition and state of repair, reasonable wear and tear excepted. All equipment, inventory, appliances, furnishings, and any other personal property owned by Heritage, not purchased with public funds, and located within the Premises shall remain the property of Heritage and, at Heritage's option, may be removed from the Premises at j any time; provided, that any damage caused to the Premises in connection with the removal thereof shall be repaired by Heritage to City's reasonable satisfaction at Heritage's cost. Heritage shall remove all of Heritage's personal property from the Premises on or before the expiration or { termination of this Agreement. Any of Heritage's personal property not removed from the Premises on or before the date required in the immediately preceding sentence shall, at City's option and upon five (5) days' prior written notice to Heritage (during which time Heritage will be afforded reasonable access to remove such property subject to the foregoing requirements regarding damage to the Premises), either become the property of City or may be removed by City and Heritage shall pay to City the reasonable cost of such removal within ten(10) days after Heritage's receipt of an invoice therefor with appropriate supporting documentation. This provision shall survive any termination of this Agreement. ARTICLE 2 MANAGEMENT AND OPERATION OF PREMISES Section 2.1 Operations. For and in consideration of the rights granted herein, Heritage agrees to use commercially reasonable efforts to operate the Premises on a weekly basis and to i fully perform all of its obligations set out herein and to actively market, manage, operate, and program the Premises so as to (i) promote the Premises as an entertainment district for both locals and tourists, and (ii)preserve the historic western character and Heritage of the Fort Worth Stockyards. Section 2.2 Management. Heritage will operate the Premises in a reasonable and prudent businesslike manner, and shall have full control of the operation and management of all Coliseum License Agreement 7-10-20\MM03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 2 of 36 i 1 i components of the Premises, including (i) the charges for events and food, beverages and other concessions, (ii)personnel; (iii) employee relations and policies, and (iii) all phases of promotion i and publicity. Notwithstanding the above, in the event the City reasonably believes an on-site employee of Heritage is engaging in repeated and/or egregious conduct at the Premises which the City, in its reasonable opinion, believes is not consistent with appropriate public policy, City shall provide Heritage with written notice of such employee and such actions of such employee that give rise to such notice. Within a reasonable period of time after receipt of such notice, City and Heritage shall meet in person or by phone to reach a mutually agreeable resolution of the employee issue. Heritage shall have ten (10) calendar days after mutual agreement as to resolution to implement such resolution. If Heritage is unable to or fails to implement the agreed upon resolution, Heritage agrees that it shall promptly and permanently remove an on-site employee from the Premises at the reasonable written request of City. i Section 2.3 Concessions, Sublicenses. Heritage shall have the right, without City's consent,to grant concessions or licenses for sale of any or all of the merchandise,products, food, I beverages, livestock, vehicles and implements, and items within the Premises deemed necessary 4 by Heritage for its operations, provided the grant of license or concessions comply with applicable laws. Heritage shall obtain a liquor license if Heritage or Heritage's sublicensees or contractors serve or sell alcohol on the Premises or enter into a Concession Agreement with an affiliate or third party to provide for the service or sale of alcohol. Heritage will have the full right to grant sub-management agreements, provided that such agreements are in accordance with and subject to the terms and conditions of this Agreement and provided that Heritage shall E remain liable for the compliance with all of the terms and conditions of this Agreement. i 3 ARTICLE 3 USE OF PREMISES i Section 3.1 Use. Heritage shall use the Premises primarily for (i) entertainment, social, cultural, sporting, rodeo, livestock, and like events in keeping with the western theme of the Fort Worth Stockyards Area and the promotion of the Stockyards as an entertainment district for both locals and tourists (the "Use"), (ii) the preservation of the historic character of the Cowtown Coliseum, and (iii) the preservation of the historic western character and Heritage of the Fort Worth Stockyards. Throughout the Term, Heritage shall use commercially reasonable efforts to maximize the use of the Premises. Heritage shall have the further right to sublicense the Premises (or any portion thereof) or grant licenses to use the Premises (or any portion thereof) to third parties in furtherance of the purposes listed in subsection (i) of this Section. In the event City, in its good faith reasonable opinion, believes that Heritage is not complying with the Use provision as set forth herein (the "Use Dispute'), City shall provide Heritage with written notice of such Use Dispute. Within a reasonable period after receipt of such notice, City and Heritage shall meet in person or by phone to reach a resolution of the Use Dispute. If Heritage receives written notice of a Use Dispute more than three (3) times in any twelve (12) month period during the Term, City shall have the right exercised within ten (10) days of the occurrence of the most recent of such Use Disputes (the "Use Termination Period") to terminate this Agreement upon written notice to Heritage (the "Use Termination Notice"). The Use Termination Notice shall specify the termination date of this Agreement (which termination date shall be no longer than sixty (60) days after the date of the Use Termination Notice). If City Coliseum License Agreement 7-10-20XIv M03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 3 of36 i does not terminate this Agreement within the Use Termination Period, City's right to terminate for such violations shall expire and be of no further force or effect and City shall have no further right to terminate for such Use Disputes, but such expiration as to the applicable Use Disputes will not affect City's ongoing termination right for any future Use Disputes. t { Section 3.2 Compliance with Laws. Heritage agrees not to use the Premises or any components of the Premises for any use or purpose in violation of any valid law of the United States, the State of Texas, the City, or other lawful governmental authority having jurisdiction over the Premises. Heritage acknowledges that the building known as the Cowtown Coliseum is an historic building. Heritage acknowledges that the Premises is subject to the Stockyard Form- Based Code and Design Guidelines (effective August 24, 2017), and is located in the Fort Worth i Stockyards Historic and Cultural Landmarks District (a local Historic District designated in i 2016). Heritage will be responsible for securing the appropriate licenses, certificates and permits j necessary to facilitate the intended use of the Premises in compliance with all legal requirements. Section 3.3 Maintenance. i f (a) Except as otherwise set forth herein,Heritage hereby takes the Premises"as is and where is," and in the condition in which found, and that City makes no warranty of any nature or kind with respect to the Premises regarding its condition or its usefulness for any purpose or otherwise. (b) Heritage shall, at its sole cost and expense,maintain the City-owned equipment in the inventory in Exhibit "B", attached hereto and made a part hereof for all purposes. At the expiration or termination of this Agreement, Heritage shall return all such equipment to City in good condition and repair,normal wear and tear excepted. (c) Upon the expiration of the Term or earlier termination, Heritage shall deliver the Premises and all components of the Premises then situated thereon in a reasonably good state of repair, reasonable wear and tear, obsolescence, acts of God and loss by casualty and obligations of the City excepted,and free of any mechanic's,materialman's, or other lien that first arose as a result of Heritage's, or an affiliate of Heritage's, failure to pay a monetary obligation when due. Upon such expiration or termination, Heritage shall additionally deliver to City all building systems training, operation and maintenance manuals for the Premises, if any, that are in Heritage's possession or control and that have not theretofore been furnished to City. j (d) With regard to casualties damaging any portion of the Premises, City will, within a reasonably practical time after the date of a casualty, (i) provide written notice to Heritage whether the City will reconstruct and (ii) (taking into consideration factors that could reasonably be expected to affect the timing of a repair or reconstruction project, including, without limitation, the extent of the casualty, the availability of insurance proceeds, and the availability of governmental permits) commence the work of repair, reconstruction or replacement of the damaged improvements (or any other improvement deemed appropriate by Heritage, if in compliance with the requirements hereof). Notwithstanding the preceding sentence, if Heritage determines that the Premises or any material related infrastructure has been damaged or destroyed to an extent such that the Premises cannot economically and feasibly be used by Heritage, then Heritage shall have the option, within six (6) months from the date of such Coliseum License Agreement 7-10-201MM03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 4 of 36 i I casualty event, to terminate this Agreement by giving written notice of such termination to City within such six (6) month period and this Agreement shall terminate as of the termination date specified in such notice to City, which shall not be less than thirty(30)days after the date of such notice. Upon the termination of this Agreement as provided in this Section 3.3(e), Heritage shall pay all sums payable by Heritage hereunder as justly apportioned to such date of termination. Notwithstanding anything set forth herein to the contrary, in the event the insurance proceeds received by City are not sufficient to pay the entire cost of repair to the Premises, City shall have t the right, within thirty (30) days of the date of the casualty, to elect to terminate this Agreement by written notice to Heritage. In the event City elects to terminate, Heritage shall have the right, ? within thirty (30) days of receipt of City's termination notice, to request, in writing, for written approval of the City Manager to nullify such termination by agreeing to pay the difference between the actual cost of repair and any insurance proceeds received by City, in which event City's termination shall be void and this Agreement shall remain in full force and effect. i (e) Notwithstanding anything herein to the contrary, City shall, at its sole cost and I expense, continuously maintain, reconstruct or replace and keep all Public Art that from time to time may be a part of the Premises in a reasonably good state of repair, and with regard to casualties damaging any or all portions of Public Art, Heritage shall have no obligation to repair, reconstruct or replace such damaged Public Art, unless damage to the Public Art is caused by Heritage or its contractors or employees. "Public Art' shall mean the City-owned art listed on l Exhibit "C", attached hereto and made apart hereof for all purposes. In performing its obligations hereunder, City shall not interfere with Heritage's use or operation of the Premises, I except in the event of an emergency. E h Section 3.4 Operational Standards for Heritage. I i (a) The Premises shall be operated in a reasonable and prudent businesslike manner. Heritage shall, subject to the terms and provisions hereof, have full control of the operation and management of all components of the Premises. (b) Without limiting the generality of the foregoing, such control by Heritage shall include and extend to (i)the use of the Premises for all purposes incident thereto, (ii) the charges to be made for and the terms of admittance to the various components of the Premises, or the leasing of commercial space therein, including signage, for privileges for entertainment and amusement, and for parking, food, beverages and other concessions, and (iii) employee relations and policies, (iv)all phases of promotion and publicity with respect to the Premises. (c) Heritage shall have the full right to grant licenses, concessions, use and occupancy agreements, sublicenses, management agreements, operating agreements and any and all other agreements of any nature relating to the Premises or any component thereof on such terms as Heritage deems appropriate, for periods not extending beyond the Term, for all events performed therein. I (d) Heritage is responsible for requiring users of the Premises to provide the appropriate emergency medical services necessary for each event to comply with applicable C laws, and any standby ambulance service must be provided in compliance with applicable laws. Coliseum License Agreement 7-10-20\MM03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 5 of 36 i I4 1 1 (e) Heritage will, at its sole cost and expense, hire or cause to be hired appropriate f resources for security for events as reasonably determined by Heritage and in compliance with applicable laws. Section 3.5 Operating Revenues. Subject to its sublicenses and/or other agreements (including without limitation license and/or concession agreements) with third parties, Heritage i shall have the full right to collect and own as Heritage's exclusive property, subject to sharing of Net Profits in accordance with Section 3.6 below, all revenues, profits, royalties, payments of every kind and rentals derived from, produced within or associated with the Premises or any component thereof, including, without limitation, all sublicense and other rental or license fees, F admission ticket revenue, all revenues derived from the sale of programs, novelties and concessions, all sponsorship revenues, all radio, television, cablecast, pay television and any other broadcasting revenues of any type whatsoever, irrespective of method of transmission or whether derived from the sale of broadcasting rights, broadcast advertising or other sources of revenue relating to broadcasting during the Term, and all advertising and signage revenues of any type whatsoever, including but not limited to revenues from the sale of advertising and signage on scoreboards and in all other places on the Premises (collectively, the "Operating Revenues"). Section 3.6 Operating Expenses, Net Profits. Heritage will pay City, in arrears, an annual payment based on the calendar year equal to twenty percent (20%) of the Net Profits generated from Operating Revenues ("City's Share"). In no event shall any negative Net Profits carry over to the next calendar year for the purpose of reducing future Net Profits. (a) "Net Profits" shall be defined to mean the net proceeds generated from Operating Revenues after deduction of (i) all Operating Expenses, (ii) Replacement Reserves, and (iii) fifty percent (50%) of any capital Improvements made to the facility from time to time pursuant to Section 4.26). (b) "Operating Expenses" shall mean without duplication, all expenses actually paid or payable by or on behalf of Heritage in connection with the management or operation of the Premises, including, without limitation, costs (including labor) of providing services, real estate and other business taxes, rental expenses, insurance premiums, utilities costs, administrative and general costs, repairs and maintenance costs, third-party franchise fees, advertising and promotional costs, or other costs and expenses relating to the Premises in the ordinary course of business, legal expenses (incurred in connection with the ordinary course operation of the Property), determined, in each case on an accrual basis, in accordance with GAAP. "Operating Expenses" shall not include (i) depreciation or amortization or other noncash items, (ii) the principal of and interest on indebtedness for borrowed money, (iii) income taxes or other taxes in the nature of income taxes, (iv) any expenses (including legal, accounting and other professional fees, expenses and disbursements) incurred in connection with and allocable to the issuance of the indebtedness, or(v) distributions to the members or managers of Heritage. (c) "Replacement Reserves" shall mean the funds set aside that provide for the periodic replacement of building components that wear out more rapidly than the building itself and therefore must be replaced during the building's economic life. Coliseum License Agreement 7-10-20\MM03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 6 of 36 i 1 i i i i Replacement Reserves shall not exceed four percent (4%) of Operating Expenses annually in total in any single year. Section 3.7 Reporting Audit. (a) Reports. Heritage shall provide City with an annual business, program 3 and marketing plan for the operation of Cowtown Coliseum and the Premises ("Annual Plan"). Heritage shall provide City with quarterly reports on the implementation of the Annual Plan, including event days, attendance figures, and any other reports as may be reasonably requested by City. ! (b) Heritage shall provide City with month end financial statements pertaining to the operation of the Premises that are verifiable by City through a review of the ! monthly closing statements, at the request of City per Section 11.16. Heritage's financial statements or balance sheets showing profits shall be provided to City annually or more frequently upon reasonable request,but no more than quarterly. S (c) Heritage's charges or rentals for the building and equipment to third parties shall be at commercially reasonable rates and shall be included as part of its financial statements. Heritage shall provide to City on a bi-annual basis,the then-current j commercially reasonable rates by type of event. 1 1 3 Section 3.8 Hazardous Materials. Heritage shall not, and shall not allow any of Heritage's contractors,representatives, subtenants, or licensees to use, generate, store, or dispose of, or permit the use, generation, storage or disposal of Hazardous Materials on or about the Premises except in a manner and quantity necessary for the ordinary performance of Heritage's business, and then in compliance with all Environmental Laws. Heritage shall furnish or cause to be furnished to City copies of any soils reports that Heritage may obtain during the Term relating to the Premises upon written request from City. 1 In no event shall Heritage be required to take any remedial action with respect to Hazardous Materials which (i) were introduced to or existed on the Premises prior to the Effective Date; and/or (ii) which were not introduced as a result of Heritage or Heritage's contractors, representatives, subtenants, or licensees. Upon the termination of this Agreement, Heritage shall be permitted to surrender the Premises to City subject to any physical conditions which were present on the Premises as of the Effective Date and which were not caused by Heritage or Heritage's contractors,representatives, subtenants, or licensees. ARTICLE 4 MAINTENANCE AND ALTERATIONS Section 4.1 Maintenance. Except as otherwise set forth herein, Heritage shall, at its sole cost and expense,perform all maintenance and repair necessary to keep the Premises and its operating systems in good working condition and in compliance with all applicable codes and regulations. Coliseum License Agreement 7-10-20\MM03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 7 of 36 i I i Except as set forth herein, Heritage shall, at its sole cost and expense, continuously maintain and keep all permanent improvements or buildings that from time to time may be a part of the Premises in a reasonably good state of repair, reasonable wear and tear excepted. Heritage will do all work and make all repairs necessary to keep the Premises in good working condition and in as good condition as Heritage found them at commencement of the Term, normal wear j and tear excepted. Further, preventative maintenance and repair of the central power plant with an expense of up to $3,000.00 per month shall be at the sole cost and expense of Heritage; any preventative maintenance and repair of the central power plant with an expense of over $3,000.00 per month shall be at the sole cost and expense of City, provided that City has the sole discretion in the performance of such preventative maintenance and repairs,and if City elects not to perform such ` preventative maintenance and repairs, Heritage may, with the written authorization of City, perform such preventative maintenance and repairs (the "Power Plant Repairs') at its sole cost 3 and expense, subject to Section 4.26). Notwithstanding the above, Heritage shall, at its sole cost and expense, repair, replace or maintain any damage to any portion of the Premises, including structural portions, caused by Heritage or its agents, employees, licensees, sublicensees, or contractors. City shall, at its sole cost and expense, be responsible for the structural portions of the Premises as set forth in (i) and (ii) below, and shall perform, at its sole cost and expense, all maintenance, repair and replacement for (i) the roof and exterior walls of the Cowtown Coliseum, and(ii)-all modifications required for compliance in the Cowtown Coliseum with the Americans with Disabilities Act of 1990, subject to Section 4.2(a) below (collectively, the "Structural Work'). f I I Heritage shall provide written notice to City of any Structural Work, and City shall determine, in its sole discretion, whether to perform such Structural Work. In the event City determines not to perform Structural Work, Heritage may perform such Structural Work at its sole cost and expense, subject to the written approval of the City and Section 4.2(i). Such work shall be done in a good and workmanlike fashion, in full compliance with all local, state, and federal requirements. In the event that Heritage determines that maintenance, repair or replacement is necessary on the Premises in excess of Ten Thousand and 00/100 Dollars ($10,000.00) and such maintenance, repair or replacement is the obligation of Heritage under this Agreement ("Major Maintenance" Heritage may, at its sole discretion, provide a written request to City for )� g Y assistance in performing or funding the Major Maintenance. Any such Major Maintenance which is of a permanent nature and which cannot be removed without structural damage shall become and be the property of City and shall be surrendered as a part of the Premises upon the expiration or termination of this Agreement. i Any alterations or improvements that are funded in whole or in part with City funds shall be performed in compliance with all state competitive bid requirements and City purchasing regulations, including without limitation, the Disadvantaged Business Enterprise ordinance. Nothing herein shall be construed as a commitment or appropriation of City funds for any alterations or improvements. Coliseum License Agreement 7-10-20\MM03051-OtO 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 8 of 36 j i Notwithstanding anything herein to the contrary, Heritage may terminate this Agreement upon sixty(60)day's written notice if City determines (x)not to perform Structural Work or (y) not to perform Major Maintenance or to participate in Major Maintenance at a level satisfactory to Heritage, in accordance with this Section 4.1. Section 4.2 Alterations,Plans and Specifications. _ (a) Improvements. Subject to compliance with all applicable laws, the consent of City, and consultation with the Texas Historical Commission, Heritage, at its sole cost and expense, may (but shall have no obligation to) construct, erect, and complete alterations or improvements to the Premises ("Improvements'). Heritage shall be responsible, at its sole cost and expense, for ensuring all Improvements comply with the American with Disabilities Act of 1990, as amended ("ADA"). Heritage shall not make any alterations, improvements or additions to the exterior of the Premises (including painting the exterior of the Premises) without City's prior written consent, which may be granted by the Director of the Property Management Department or his/her designee. i (b) Plans. Heritage may not perform any Improvements unless.it first submits all plans, specifications and estimates for the costs of the proposed work ("Plans") in writing and also requests and receives in writing approval from the City, through the Director of Property ! Management Department or designee, for same. City shall have thirty(30) days from the date of submission of all required documentation to approve or disapprove Heritage's request to perform i Improvements, and if approval is granted, City shall specify in writing whether Heritage will be required to remove the Improvements and restore the Premises to substantially the same I condition as before the Improvement, or whether Heritage shall not remove the Improvement, upon termination of this Agreement. In the event City has not provided a response in thirty (30) days from the date of submission, and City has provided no communication as to the delay, the Director of the Property Management Department or his/her designee shall meet, in person, via telephone, or via video conference,with the designated representative of Heritage within five (5) business days of a written request for the meeting from Heritage. Heritage's plans for construction for any Improvement shall conform in all material respects to the architectural standards established by City. All plans, specifications, and work associated with any Improvement shall conform to all federal, state and local laws, ordinances, rules and regulations jin force at the time that the Plans are presented for review, and the Improvements shall be constructed and maintained in compliance with City's health, safety, and environmental processes, rules, and policies for the Premises. City shall have the right to inspect all work pursuant to its usual construction inspection procedures. The approval by City of any plans or specifications shall not constitute approval of the architectural or engineering design, and City, by approving the plans and specifications, assumes no liability or responsibility for the architectural or engineering design or for any defect in any building or improvement constructed from the plans or specifications. i (c) Work. City shall assist Heritage, in its capacity as landlord and property owner, with obtaining necessary permits for the Improvements, provided that this agreement to assist shall not constitute a waiver or alteration of City's processes and requirements for permits as the permitting authority. Heritage shall work diligently toward completion of, and shall complete, any started Improvements, all substantially in accordance with the approved plan specifications Coliseum License Agreement 7-10-20\MM03051.010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 9 of 36 i I and using contractors reasonably acceptable to City. Any of City's adjacent property that is damaged as a direct result of performing an Improvement shall be repaired by Heritage and returned to its previous condition or better,at Heritage's sole cost and expense. l i (d) Documents. As soon as practicable following the completion of the Improvements,Heritage shall supply City with: i (i) comprehensive sets of documentation relative to the Improvements, including, at a minimum, as-built drawings. As-built drawings shall be new drawings or redline j changes to drawings previously provided to City; k t (ii) textual documentation in computer format as requested by City; j 3 (iii) full lien releases for all contractors, subcontractors, and suppliers for the 5 Improvements; and i I (iv) copies of all permits and warranties for the Improvements. I (e) Ownership and Requirements for Improvements. All Improvements shall be done in a good and workmanlike manner by qualified and licensed contractors or mechanics, and shall comply with any and all applicable laws and regulations. Title to and ownership of ; Improvements that are permanent building improvements to the Premises shall automatically transfer to City upon the completion of the Improvements and shall remain a part of the Premises unless City required or permitted that such Improvements be removed at the end of the Term, in which case Heritage shall remove such Improvements and repair any damage to the Premises caused by such removal. Notwithstanding the foregoing, Heritage may request at the time it seeks City's consent to any Improvements that City state at the time it grants approval, whether or not removal will be required at the end of the Term. Heritage shall have ninety (90) days after the expiration or termination of the Term, subject to adequate access to the Premises to remove same following receipt of such written request. (f) Indemnification. HERITAGE FURTHER AGREES TO DEFEND AND INDEMNIFY CITY FROM ANY CLAIM ASSERTED BY LIEN CLAIMANTS ON THE PREMISES,ARISING OUT OF THE PERFORMANCE OF ANY MAINTENANCE, REPAIR, REPLACEMENT, IMPROVEMENT OR ALTERATION BY HERITAGE OR HERITAGE'S CONTRACTOR ON THE PREMISES. (g) Liens and Encumbrances. Heritage covenants and agrees that, except for this Agreement, it will not create or suffer to be created any lien, encumbrance, or charge (collectively, "Liens"),upon the Premises, or any part thereof, and that it will promptly satisfy or cause to be discharged, or will make adequate provision to satisfy and discharge, and in any event within thirty (30) days after the same shall occur, all claims and demands against Heritage or because of work contracted for or requested by Heritage for labor, materials, supplies or other items which, if not satisfied, might by law become a Lien upon the Premises, or any part thereof, provided that Liens for labor and materials arising by operation of statutory law shall not be within the purview of this paragraph if, when such Liens shall be perfected, Heritage shall cause them to be promptly discharged, or if Heritage is diligently contesting the validity of such Lien, Coliseum License Agreement 7-10-20\MH\03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 10 of36 i i i i i Heritage may utilize the provisions of the next succeeding sentences. If any such Lien shall be filed or asserted against Heritage or the Premises by reason of work, labor, services or materials j supplied or claimed to have been supplied to Heritage, on the Premises, at the request or with the i permission of Heritage or of anyone claiming under it,Heritage shall,promptly, but within thirty (30) days after it receives notice of the imposition of the filing thereof or the assertion thereof against the Premises, cause the same to be discharged of record, or effectively prevent the enforcement or foreclosure thereof, by contest, payment, deposit, bond, order of court or otherwise. If Heritage breaches its obligations under this Section 4.2(g), then, following ten(10) i business days' prior written notice to Heritage, City shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause such lien to be released by such means as City deems proper, including payment of the claim giving rise to such Lien. Any ' amount expended by City in the performance of Heritage's obligations shall be paid by Heritage to City promptly upon written demand therefore accompanied by appropriate documentation of such expenditures. Further, no leasehold mortgage shall be allowed without City's written consent,which may require the approval of the Fort Worth City Council. (h) Suns. Heritage shall not install or place any additional exterior signage on the Premises or at the entrance thereto without the prior written consent of City and all signage must be in compliance with all City ordinances. Heritage shall keep all signs on the Premises in good repair and operating condition. (i) Cost of Capital Improvements. With respect to: (1) Improvements approved by .,the City in writing in advance in accordance with subsection (a) of this Section 4.2 that are a permanent structural change or the restoration of some component of the Premises that will either (i) enhance the Premises' overall value, (ii) prolong its useful life, or (iii) adapt it to new uses; (2) Power Plant Repair; and/or (3) Structural Work (collectively, "Capital Improvements") the City agrees that Heritage may include as Operating Expenses for the purposes of calculating the Net Profits in an amount up to fifty percent (50%) of the actual hard costs of said Capital Improvements, provided that such costs are reasonable and Heritage provides commercially sufficient verification of the costs to the City in writing. Heritage expressly acknowledges that no City funds, including without limitation the City's Share paid to the City by Heritage, shall be available for the payment of such costs. ARTICLE 5 IMPOSITIONS AND UTILITIES jSection 5.1 Payment of Impositions. Heritage shall pay all Impositions before the same become delinquent, and Heritage shall at the request of City furnish to City receipts or copies thereof showing the payment of such Impositions. Heritage shall be entitled to pay any Impositions in installments as and to the extent the same may be permitted by the applicable assessing authority or claimant. City agrees to cooperate with Heritage in seeking the delivery of all notices of Impositions to Heritage directly from the applicable authorities. In no event shall Heritage be in default under this Agreement for failure to pay any Impositions before the same become delinquent for which the notice of such Impositions shall have been delivered to City and not forwarded or delivered to Heritage at least thirty (30) days before the date the same become delinquent. "Impositions"shall mean taxes, if any(other than ad valorem taxes), special assessments, levies and liens for any construction performed by or at the direction of Heritage, or Coliseum License Agreement 7-10-20\MH\03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 11 of36 I I i t s i its affiliates, assessed and becoming due during the Term and that are levied or assessed against the Premises; provided, however, building permit expenses and the associated construction- j related fees (by way of example but not limitation, impact fees and tap fees), shall be expressly i excluded from the term "Impositions". i Section 5.2 Contest of Impositions. If the levy of any of the Impositions shall be deemed by Heritage to be improper, illegal or excessive, or if Heritage desires in good faith to contest the Impositions for any other reason, Heritage may, at Heritage's sole cost and expense, dispute and contest the same and file all such protests or other instruments and institute or prosecute all such proceedings for the purpose of contest as Heritage shall deem necessary or appropriate; provided, however, that Heritage shall not permit any lien which may be imposed against the Premises for contested Impositions to be foreclosed and, at or prior to any such j contest,Heritage shall adequately indemnify or secure City thereof to its reasonable satisfaction. Subject to the foregoing, any item of contested Imposition need not be paid until it is finally adjudged to be valid, but Heritage shall in such event be obligated to pay any fine, penalty, interest or cost which may be added thereto. Heritage shall be entitled to any refund of any I Imposition that had been theretofore paid by Heritage. City shall be entitled to any refund of any Imposition that had been paid by City, less any reasonable costs of Heritage expended by it in pursuit of the right to receive such refund,prior to the time that City paid such Imposition. Section 5.3 Utilities. Heritage shall pay or cause to be paid all bills for utilities furnished to the Premises as leasehold operating expenses of the Premises, including, but not limited to, bills for water, electricity, gas, telephone, storm drainage, garbage, and sewer. Throughout the Term of the Agreement, City shall not unreasonably interrupt the provision of any utility services (within City's control)to the Premises. If a planned temporary interruption of any utility services to the Premises is deemed necessary or appropriate by City for reasons of public health and safety, City shall provide reasonable prior written notice of such interruption to Heritage and shall reasonably cooperate with Heritage to minimize any disturbance to Heritage's use of the Premises. ARTICLE 6 INSURANCE AND INDEMNITY Section 6.1 Heritage Insurance. During the Term, Heritage, at its expense, shall procure and maintain in connection with its license and use of the Premises, the following insurance coverages and in accordance with all other applicable terms and conditions of this Article 6: (a) Commercial general liability insurance covering bodily injury and property damage on a "claims made" basis with limits of no less than Two Million Dollars ($2,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate, (b) All Risks Property insurance with respect to all personal property of Heritage located at or within the Premises, with coverages in such amounts and against such risks as are customarily insured against by Heritage. Coliseum License Agreement 7-10-20\MH\03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 12 of 36 i I 1 i I i i (c) Automobile liability insurance covering any owned, non-owned and hired automotive vehicle (endorsed to provide contractual liability coverage) covering bodily injury and property damage with a limit of Two Million Dollars ($2,000,000.00) combined single limit. Section 6.2 Workers Compensation and Employer's Liability Insurance. Heritage represents that Workers Compensation and Employer's Liability insurance coverages are maintained by Heritage for all personnel working at the Premises with a limit of One Million Dollars ($1,000,000.00) for each accident for bodily injury by accident or One Million Dollars j ($1,000,000.00) for each employee for bodily injury by disease. Prior to the Effective Date and upon any modification to or renewal following termination or expiration of any insurance coverages required hereunder, Heritage will provide to City a certificate of the insurer or an authorized broker evidencing the insurance coverages and terms described in this Section. i The parties agree that the coverages and limits provided in Sections 6.1 and 6_2 may be adjusted by Heritage upon no less than thirty(30) days' prior written notice to City to such coverages and amounts as may be approved by City. Section 6.3 Heritage Insurance Policy Conditions. Each insurance policy required by Section 6.1 (i) shall be issued by an insurer (or insurers)possessing an A-VII A.M. Best Rating or better and of recognized standing and authorized to issue such policy of insurance in the State of Texas; (ii) shall provide for a waiver of subrogation by each such insurer with respect to any claims.against City solely to the extent of the amount of any payment of a loss by such insurer pursuant to the applicable insurance coverages; and (iii) shall be endorsed to prohibit cancellation or substantial reduction of coverage by the insurer without at least thirty (30) days' prior written notice to City. The liability policies and coverages set forth in Section 6.1 shall each contain an endorsement naming City as an additional insured as its interests may appear. Upon any modification to or renewal following termination or expiration of any insurance coverages required hereunder, Heritage will provide to City a certificate of the insurer or an authorized broker evidencing the insurance coverages and terms required by Section 6.1. Section 6.4 Indemnification. HERITAGE HEREBY AGREES TO DEFEND, INDEMNIFY AND SAVE HARMLESS CITY AND CITY'S OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DAMAGES, LIABILITY, COST AND EXPENSE, INCLUDING REASONABLE ATTORNEYS' FEES (COLLECTIVELY, "CLAIMS"), ARISING OUT OF OR RESULTING FROM (a) THE POSSESSION, USE OR OCCUPANCY OF THE PREMISES BY HERITAGE, OR ITS EMPLOYEES, AGENTS, SUBLICENSEES, OR CONTACTORS; (b) ANY MATERIAL BREACH BY HERITAGE OF THE TERMS OF THIS AGREEMENT; OR Coliseum License Agreement 7-10-20\Iv1M03051-0I0 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 13 of 36 I s` 1 1 I i (c) ANY NEGLIGENT ACT, OMISSION, WILLFUL MISCONDUCT, OR UNLAWFUL ACT OF HERITAGE OR HERITAGE'S AGENTS, EMPLOYEES,LICENSEES, SUBLICENSEES OR CONTRACTORS; EXCLUDING IN EACH CASE, HOWEVER, SUCH CLAIMS ARISING OUT OF THE 1 NEGLIGENT ACTS, OMISSIONS, UNLAWFUL ACT, OR WILLFUL MISCONDUCT f OF CITY, CITY'S AGENTS, EMPLOYEES, OR LICENSEES. THE PROVISIONS OF THIS SECTION 6.4 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. Section 6.5 Any and all Hazardous Materials generated, used, stored, treated or recycled at the Premises by Heritage, its employees, agents or contractors shall be handled and disposed of by Heritage (at Heritage's cost) pursuant to the terms and provisions of and in compliance with all Environmental Laws. For purposes of this Article, "Hazardous Materials" shall include, but not be limited to, any petroleum-based products, substances or wastes, including any additives associated therewith, pesticides, paints, solvents, polychlorinated biphenyl, lead, cyanide, DDT, acids, explosives and any other substance or material defined or designated as a hazardous or toxic substance, hazardous waste, hazardous material, pollutant, or other similar term, by any federal or state environmental statute, law, permit, rule or regulation, applicable to the Premises presently in effect or that may be promulgated in the future, as such statutes, laws, rules, regulations and permits may be amended from time to time pertaining to 1 protection of the environment and preventing pollution (collectively, "Environmental Laws") including (but not limited to) the following statutes and any applicable state or local equivalent(s): Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 40 U.S.C. § 9601 et seq., Clean Air Act, 42 U.S.C. § 7401 et seq., Water Pollution Control Act(Clean Water Act of 1977), 33 U.S.C. § 1251 et seq., Federal Insecticide, Fungicide, and Rodenticide Act (Pesticide Act of 1987), 7 U.S.C. § 136 et seq., Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., Safe Drinking Water Act,42 U.S.C. §300(f) et seq. Section 6.6 Environmental Procedures and Remediation. Heritage shall not, and its employees, agents, or contractors shall not Release or cause the Release of any Hazardous Material into or onto the environment or the Premises, including but not limited to, the air, surface or subsurface soil or water such that it causes an Environmental Condition or violates Environmental Laws. In the event of such a Release or the discovery by Heritage of the presence of Hazardous Materials to the environment, air, surface or subsurface soil or water at or above levels those which cause an Environmental Condition or a violation of Environmental Laws, Heritage shall promptly notify City of such Release, discovery of Hazardous Materials, or violation of Environmental Laws. If City, at any time during the Term of the Agreement or any extension thereof, has good reason to suspect that there has been a Release, there is an imminent threat of a Release, or that Hazardous Material is being stored,handled, disposed of or otherwise managed onsite in violation of Environmental Laws or the requirements of this Agreement, then City may, after written communication of those reasons to Heritage, conduct environmental testing provided City shall make reasonable efforts to not interfere with Heritage's operation or use of the Premises. City and Heritage shall promptly notify the applicable governmental authority(s)of such Release, if so required under applicable Environmental Laws.The party with responsibility under this Agreement for such Release shall promptly hire an environmental Coliseum License Agreement 7-10-20\Iv M03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 14 of 36 i 1 consultant, after giving the other party reasonable opportunity to object, to investigate and delineate the cause, nature, and extent of any such Release or presence of Hazardous Materials. Heritage and City shall consult in good faith and diligently undertake and complete to City's 3 reasonable satisfaction the remediation of any Hazardous Material at or originating from the Premises arising out of Heritage's operations at the Premises, the presence of which constitutes an Environmental Condition or otherwise violates an applicable Environmental Law. Remediation, if required, shall be conducted in a timely and professional manner, by the responsible party's environmental consultant, consistent with standard industry practices pertaining to the current use of the property, to those levels accepted by all then applicable Environmental Laws governing the remediation of the property to applicable standards protective of human health and the environment (without the use of engineering or institutional controls other than restrictions on the residential use of the property and use of groundwater, unless such controls are approved by City and, if such restrictions affect Heritage operations at the Premises, Heritage) or as may otherwise be required by the governmental authority exercising jurisdiction over the remediation. Subject to privileged attorney-client communications and work product, the party performing the remediation and investigation shall provide to the other party, at no cost, copies of all final studies, reports and sample analysis and results (including quality assurance data), including submittals to and formal correspondence with any governmental authority, related to the investigation and remediation of the Environmental Condition promptly upon receipt of request for such information. City shall provide Heritage with a minimum of seven (7) days' written notice, except when responding to an emergency in which case no prior notice shall be required, prior to any sampling event or remediation activity and City shall make reasonable efforts to not interfere-with Heritage's operation or use of the Premises during such event or activity. Heritage shall be responsible for and pay for the costs and expenses of the investigation and remediation of any Hazardous Material at or migrating from the Premises and proven to be arising out of Heritage's operations at the Premises. Notwithstanding the forgoing or anything else in this Agreement to the contrary, to the extent any Environmental Condition, Release or violation of any Environmental Law relates to (i) City's and/or a previous or adjoining or adjacent owner's, tenant's or occupant's (other than Heritage's) activities or operations, including without limitation, ownership or operation of the Premises or any City-owned adjoining property, (ii) a Release occurring prior to the Effective Date of this Agreement unless caused by Heritage, its employees, agents, or contractors, or (iii) a Release occurring on or under, or migration of Hazardous Material from, property other than the Premises, unless caused by Heritage, its employees, agents, or contractors, Heritage shall have no responsibility whatsoever for any such Release or violation of Environmental Law. As used herein, the term "Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of any substance into the environment for which Release is regulated under and violates any Environmental Laws. As used herein, the term `Environmental Condition" means the presence of any Hazardous Material in the environment, air, surface or subsurface soil, or ground water at a level exceeding applicable Environmental Laws governing the remediation of the property to applicable standards protective of human health and the environment. Section 6.7 Environmental Indemnification. HERITAGE AGREES TO INDEMNIFY, DEFEND, AND HOLD CITY AND ITS OFFICERS, CONTRACTORS, DIRECTORS, Coliseum License Agreement 7-10-20\MM03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 15 of36 t I f EMPLOYEES, AND AGENTS HARMLESS FROM ANY CLAIMS, JUDGMENTS, DAMAGES, FINES, PENALTIES, COSTS, LIABILITIES (INCLUDING SUMS PAID IN SETTLEMENT OF CLAIMS), OR LOSS, INCLUDING REASONABLE ATTORNEY'S FEES, REASONABLE CONSULTANT'S FEES, AND REASONABLE EXPERT FEES, WHICH ARISE DURING OR AFTER THE TERM, OR IN CONNECTION WITH A j VIOLATION OF ENVIRONMENTAL LAWS, OR THE PRESENCE OF HAZARDOUS k MATERIALS IN THE ENVIRONMENT, THE AIR, SOIL, GROUNDWATER, OR SOIL :( z VAPOR, INCLUDING BUT NOT LIMITED TO LAND ON OR UNDER THE PREMISES, OR IN ENFORCING THE PROVISIONS OF THIS SECTION, TO THE EXTENT CAUSED BY HERITAGE, ITS EMPLOYEES, AGENTS OR CONTRACTORS, OR HERITAGE'S OPERATION OR OCCUPANCY OF THE PREMISES DURING THE TERM OF THIS AGREEMENT (COLLECTIVELY, "HAZARDOUS MATERIAL LIABILITIES"), Without limiting the generality of the foregoing, this indemnification shall survive the expiration of this Agreement and does specifically cover costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state, or local governmental agency or political subdivision because of the presence of Hazardous Materials in the environment, air, soil, groundwater or soil vapor on or under the Premises to the extent caused by Heritage, its employees, agents or contractors, or Heritage's operation or occupancy of the Premises during the Term of this Agreement or migrating to adjacent City- owned property and any location where such Hazardous Materials from Heritage, its employees, agents or contractors, or Heritage's operation or occupancy of the Premises during the Term of the Agreement may be deposited, discharged, or located, and any location where a state or federal governmental agency,has determined liability relates to the Heritage's operations,on the Premises. Section 6.8 No Waiver. Notwithstanding any other provision of this Agreement, City does not waive any of its immunities, rights, or responsibilities (including those with regard to compliance and enforcement of city ordinances including but not limited to Chapter 12.5, "Environmental Protection and Compliance," of the Code of the City of Fort Worth), nor any of its obligations or contracts with other governmental entities as they relate to protection of the environment, including contracts with the Texas Commission on Environmental Quality. Section 6.9 Notices and Copies. Heritage shall deliver to City, as soon as reasonably possible after receipt, any written notices that Heritage actually receives indicating that Heritage is or may be violating any Environmental Laws which are issued by any federal, state, or local environmental regulatory agency. Heritage shall provide City with copies of (i) any environmental applications for permits or modifications contemporaneous with submission to such agency and (ii) any environmental permits or amendments prior to commencing any construction,modification,or operations under such permits. Section 6.10 City Insurance. During the Term, the City, at its expense, shall procure and maintain Fire and Extended coverage (or equivalent) insurance on the Premises, on a Replacement Cost (RC) basis; plus, the City shall maintain Boiler Insurance for the boiler located in the Power Plant. ARTICLE 7 ASSIGNMENT AND SUBLETTING Coliseum License Agreement 7-10.20\MI-A03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 16 of 36 i , 1 i I i E Section 7.1 Assignment. Heritage shall not assign this Agreement without prior written approval of City, which will require the approval of the Fort Worth City Council. Notwithstanding the foregoing, Heritage may assign its rights in this Agreement to Stockyards Coliseum, LLC, a Texas limited liability company or to any entity which controls, is controlled by, or is under common control with, Heritage without the consent of City, provided that Heritage shall provide written notice to City as soon as practical upon assignment. If this Agreement is assigned, such assignment shall be upon and subject to all of the terms, covenants, and conditions contained in this Agreement, and Heritage shall continue to remain liable thereunder. Upon any subsequent assignment, each subsequent assignee shall continue to be and remain liable hereunder. Within thirty (30) days after the execution and delivery of any such assignment Heritage shall furnish to City a duplicate original of the assignment which shall contain an assumption by the assignee of all of the obligations of Heritage under this Agreement. Any assignment without the City's consent shall be void. i Section 7.2 Subletting. Heritage shall not sublicense the Premises without prior written approval of City, which may require the approval of the Fort Worth City Council; provided, however,that Heritage shall have the right at any time,without the consent of City,but j subject to the terms and provisions of this Agreement, to sublicense or otherwise assign the rights of use to seats, concessions or any other portion of the Premises (or the entire Premises) as Heritage shall desire. Section 7.3 General Provisions. Heritage shall, in.connection with any assignment or sublicense,provide notice to City of the name, legal composition and address of any assignee or sublicensee. In addition, Heritage shall provide City with a description of the nature of the assignee's or sublicensee's business to be carried on in the Premises. ARTICLE 8 DEFAULT OF HERITAGE Section 8.1 Defaults by Heritage. In the event of any material breach of any covenant of this Agreement by Heritage, then and in such event City shall have the right to give to Heritage a written notice specifying such breach, and unless within thirty (30) days from and after the date such notice is so given, Heritage shall have commenced to remove or to cure such breach and shall be proceeding with continuous and reasonable diligence to completely remove or cure such breach within such time as is reasonably practical, taking into consideration all applicable circumstances, then City shall have the full right at City's election to take any of the remedies set forth in Section 8.2 hereof. Section 8.2 Remedies. Upon City becoming entitled to pursue City's remedies against Heritage, City may declare Heritage in default under this Agreement and (a) enforce the performance of this Agreement, (b) perform the obligation of Heritage and be reimbursed City's reasonable cost of such performance from Heritage; (c) pursue any remedy in any manner provided and permitted by applicable law or in equity, including specific performance or damages, (d) terminate Heritage's right of possession under this Agreement, and/or(e) terminate this Agreement at City's discretion. Upon City's election to terminate this Agreement, this Agreement shall cease and come to an end as if that were the day originally fixed herein for the Coliseum License Agreement 7-10-20XMI-R03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 17 of 36 1 I i expiration of the Term. All amounts actually and reasonably expended by City to cure any default or to pursue remedies hereunder shall be paid by Heritage to City upon demand and shall be in addition to payments otherwise payable hereunder. All remedies of City under this I Agreement shall be cumulative, and the failure to assert any remedy, and any waiver of any t event of default, shall not be deemed to be a waiver of such remedy or event of default at later dates. i i ARTICLE 9 DEFAULT OF CITY Section 9.1 Default. In the event of any breach of any specifically and expressly identified obligation,representation or warranty of City contained in this Agreement, then and in such event Heritage shall have the right to execute and deliver to City a written notice specifying such breach or the occurrence of such event. Unless, within thirty (30) days from and after the date of delivery of such notice, the City notifies Heritage of its reasonable plans and timeframe to cure such breach and the City thereafter proceeds with reasonable diligence to completely { remove or cure such breach or occurrence, then Heritage shall have the full right at Heritage's election to take any of the remedies set forth in Section 9.2 hereof. I Section 9.2 Remedies. Upon Heritage becoming entitled to pursue Heritage's remedies against City, as provided in Section 9.1 above, Heritage may (a) enforce the performance of this Agreement; (b) pursue any remedy in any manner, or exercise any remedy, provided and permitted by applicable, laws, in equity or under this Agreement; and/or (c) terminate this Agreement at Heritage's discretion. All remedies available to Heritage shall be cumulative and the failure to assert any remedy, and any waiver of any event of default, shall not be deemed to be a waiver of such remedy or event of default at later dates. Section 9.3 Ongoing Termination Right. Notwithstanding anything contained in this Agreement to the contrary, Heritage shall have the right, upon sixty(60) days' notice to City, to terminate this Agreement for any reason or no reason and surrender the Premises in accordance with the terms and conditions hereof, subject to any obligations that survive the termination of this Agreement in accordance with the express terms hereof. Section 9.4 Quiet Enjoyment. The City hereby grants to, and the Heritage shall have, peaceful possession and quiet enjoyment of the Premises against hindrance or disturbance throughout the Term for the permitted uses herein described. City further agrees that City expressly releases and waives, on behalf of itself and its successors or assigns, including any future lessees of the mineral estate with respect to the Premises, all rights of every kind and character whatsoever to enter upon, use or in any way disturb the surface of the Premises, or any part thereof, for purposes of exploring for, developing, drilling, producing, transporting, mining, treating, storing or any other purpose incident to the development or production of the oil, gas and other minerals in, on and under the Premises; provided, however, that nothing contained in this sentence shall ever be construed to prevent City, or its successors or assigns, from developing or producing the oil, gas and other minerals in and under any portions of the Premises by directional drilling under the Premises from well sites located on property other than the Premises, so long as any such directional drilling and activities do not (A) disrupt, impair or interfere with Heritage's peaceful possession and quiet enjoyment of the Premises for those uses Coliseum License Agreement 7-10-20\MH\03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 18 of 36 I i i and purposes permitted under this Agreement, or (B) adversely affect the structural integrity of E any buildings or improvements situated upon the Premises (and so long as City provides to Heritage reasonable prior notice of any such intended activities). ARTICLE 10 CONDEMNATION i Section 10.1 Condemnation Award. If the Premises or any portion thereof is taken by eminent domain, the total amount of any condemnation awards paid or payable to City or Heritage shall be apportioned between City and Heritage according to this Section 10.1. Heritage shall receive that part of any condemnation awards or compensation that is attributable to the fair market value of any improvements that were constructed or replaced by Heritage using its own funds and any personal property or movable trade fixtures that were installed by Heritage using solely its own funds. Notwithstanding the foregoing, Heritage may bring a separate claim in Heritage's name to recover damages for the fair market value of any improvements that were constructed by Heritage and any personal property or movable trade fixtures that were installed by Heritage using its own funds. If Heritage determines, in its reasonable discretion, that such part of the Premises has been taken so as to materially interfere with Heritage's use and occupancy thereof, then Heritage may terminate this Agreement by delivering written notice of such election to City within ninety (90) days after such taking. If this Agreement is not terminated pursuant to the terms of this Section 10.1,then this Agreement shall terminate only to I the part of the Premises so taken as of the date of the taking. ARTICLE 11 MISCELLANEOUS Section 11.1 Inspection. Heritage shall permit City and its agents, upon no less than twenty-four(24) hours' prior notice, to enter into and upon the Premises during normal business hours on days upon which no sports, entertainment or other public event is scheduled at the Premises, for the purpose of inspecting the same, on conditions that(a)Heritage's and Heritage's tenants' and invitees' use and quiet enjoyment of the same is not interfered with, and (b) Heritage may require that any inspector be accompanied by a representative of Heritage. In the event of a safety or health-related inspection or other emergency or for-cause inspection, the aforesaid twenty-four (24) hours' prior notice shall not be required and may occur on any day, although City will endeavor to provide as much advance notice to Heritage as is reasonably possible under the circumstances, and City shall give reasonable notice prior to any planned inspection. Nothing in this Section 11.1 shall prohibit City from performing inspections of the Premises in its capacity as the governing entity and performed pursuant to all applicable laws. Section 11.2 Release. If requested by City, Heritage shall upon termination of this Agreement, execute and deliver to City an appropriate release, in form proper for recording, of all Heritage's interest in the Premises, and upon request of Heritage, City will execute and deliver a written cancellation and termination of this Agreement and release of all claims in proper form for recording to the extent such release is appropriate under the provisions hereof. Section 11.3 Notices. Any notice to be given or to be served in connection with this Agreement must be in writing, and may be given by (i) actual hand delivery by a commercial Coliseum License Agreement 7-10-20\MM03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 19 of36 i 1 courier that obtains a written receipt from the receiving party, (ii) overnight delivery by a nationally recognized overnight courier service (such as FedEx or UPS) or (iii) certified or registered mail, return receipt requested, postage pre-paid and shall be deemed to have been given and received either(y)upon actual delivery (if delivered by subsection (i) or (ii) above) or i (z) forty-eight (48) hours after a certified or registered letter containing such notice, properly addressed,with postage prepaid is deposited in the United States mail, addressed as follows: 3 If to Heritage: Fort Worth Heritage Development,LLC c/o Majestic Realty Co. 131 East Exchange Avenue, Suite 212 E Fort Worth,TX 76164 Attn: Property Manager i Fort Worth Heritage Development,LLC 13191 Crossroads Parkway North, Sixth Floor City of Industry,CA 91746-3497 Attn: Real Estate Counsel 1 With a copy to: Fort Worth Heritage Development,LLC 13191 Crossroads Parkway North, Sixth Floor City of Industry, CA 91746-3497 Attn: Craig Cavileer i G If to Ci City of Fort Worth 200 Texas Street Fort Worth,Texas 76102 Attn: City Manager With a copy to: City of Fort Worth 200 Texas Street Fort Worth,Texas 76102 Attn: City Attorney provided, however,that either party may at any time change the place of receiving notice by ten (10) days' written notice of such change of address to the other party in accordance with the manner of giving notice described below. Section 11.4 Modifications. No subsequent agreement amending, supplementing, modifying, waiving or in any way relating to the subject matter of this Agreement shall be effective unless set forth in a written instrument making specific reference to this Agreement signed by City and Heritage.No waiver of any breach of this Agreement shall be construed as an implied amendment or agreement to amend any provision of this Agreement. Coliseum License Agreement 7-10-20\MM03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 20 of 36 Section 11.5 Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience in reference only and do not in any way limit or amplify the terms and provisions of this Agreement. Section l 1.6 Unavoidable Default and Delays. If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics;public health crises; earthquakes; fires; floods;restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or city government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the Party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. Section 11.7 Partial Invalidity. If any term, provision, condition or covenant of this Agreement or the application thereof to any parry or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provisions, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law. Section 11.8 Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas and, the terms, provisions, obligations and covenants hereof being performable in Tarrant County, Texas. The parties hereby agree that venue for any action instituted to enforce the right of either party hereunder shall be in a court of competent jurisdiction in Tarrant County, Texas. Section 11.9 Attorneys' Fees. Should either party to this Agreement engage the services of attorneys or institute legal proceedings to enforce its rights or remedies under this Agreement, the prevailing party to such dispute or proceedings shall be entitled to recover its reasonable attorneys' fees and similar costs incurred in connection with the resolution of such dispute or the institution, prosecution or defense in such proceedings, as adjudged by the applicable court,from the non-prevailing party. Section 11.10 Interpretation. Nothing contained herein shall be deemed or construed by the parties hereto or by any third party as creating the relationship of principal and agent or of partnership or of joint venture or of any association between the parties hereto, it being understood and agreed that none of the provisions contained herein or any acts of the parties in the performance of their respective obligations hereunder shall be deemed to create any relationship between the parties hereto other than the relationship of landlord and tenant.Nothing contained herein shall be deemed or construed by the parties hereto or by any third party as creating the relationship of principal and agent between the City and Heritage, it being understood and agreed that none of the provisions contained herein or any acts of the City Coliseum License Agreement 7-10-20\MM03051-010 121-123 East Exchange Avenue,Fort Worth,Tx July 14,2020 [CITY OF FORT WORTH] Page 21 of 36 i I i i s hereunder shall be deemed to create any relationship between the City other than as specifically I set forth in the Act. i Section 11.11 Brokerage Commission. City and Heritage represent and warrant to each other that no broker commission, finder's fees or similar compensation is due to any parry claiming through the representing party in respect of this Agreement. s Section 11.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic (PDF)transmission shall be treated as originals for all purposes hereof. f I Section 11.13 Entire Agreement. This Agreement constitutes the entire understanding and agreement of City and Heritage with respect to the subject matter hereof, and contain all the covenants and agreements of City and Heritage with respect thereto. City and Heritage each acknowledge that no representations, inducements,promises or agreements, oral or written, have been made by City, Heritage, or anyone acting on behalf of City or Heritage, which are not contained therein or herein, and any prior agreements, promises, negotiations or representations not expressly set forth therein are of no force or effect. Section 11.14 Non-Discrimination Covenant. Heritage will comply with all applicable federal, state, and local laws prohibiting discrimination in its use, occupancy, and operation of the Premises that are now in effect or come into effect during the term of this Agreement. Section 11.15 No Waiver of Governmental Immunity. It is understood that by execution j of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. Section 11.16 Audit. Heritage agrees that City shall have access to and the right to examine any directly pertinent books, documents,papers and records (collectively, "Records") of Heritage involving transactions relating to this Agreement for a period of the immediately preceding five (5) years of the Term, or for so long after said five (5) years as Heritage retains such records. Heritage shall use good faith efforts to allow City access during normal working hours to all necessary Heritage facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this Section. City shall give Heritage with at least ten(10) business days' notice of intended audits. Heritage further agrees to include in any of its subcontractor agreements hereunder in which the subcontractor is performing Heritage's management services, service contracts relating to mechanical equipment associated with the Cowtown Coliseum or the central utility plant, and Major Maintenance, a provision to the effect that the subcontractor shall use good faith efforts to allow City access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions to the subcontract for the same period as set forth above, and further that Heritage shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Heritage shall give subcontractor with at least ten(10)business days' notice of intended audits. Coliseum License Agreement 7-10-201MM03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 22 of 36 i I I 1 f i E I Section 11.17 No Third party Beneficiary. The provisions and conditions of this Agreement are solely for the benefit of City and Heritage, and any Iawful successor or assign, and are not intended to create any rights, contractual or otherwise,to any other person or entity. i E { [Remainder of Page Intentionally Left Blank] i l 3 f I I 1 E i 1 4 z 1 i 9 i I Coliseum License Agreement 7-10-20UvIM03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 23 of 36 WITHOUT LIMITING ANY OTHER DISCLAIMERS OR QUALIFICATIONS HEREIN, CITY AND HERITAGE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES IS PHYSICALLY SUITABLE FOR HERITAGE'S INTENDED COMMERCIAL PURPOSE, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, HERITAGE'S OBLIGATION TO PERFORM ITS OBLIGATIONS HEREUNDER IS NOT DEPENDENT UPON THE PHYSICAL CONDITION OF THE PREMISES. EXECUTED to be effective as of the t s`ONday 0 2020 C"Effective Date"), but actually executed on the dates set forth in the respective ac owl dgments below. CITY: ATTEST: CITY OF FORT WORTH City Secretary .C apa M&C: 19-No I 1s/1-7110I fC da ty Manager 0 ..Q APPROVED AS TO FORM AND LEGALITY: •. Melinda Ramos Melinda Ramos Jul 15,2J2011:15 CDT, Sr.Assistant City Attorney 1'T CITY OF FORT WORTH CONTRACT T WORTH HERITAGE COMPLIANCE MANAGER: DEVELOPMENT,LLC, a Texas limited liability company By signing I acknowledge that I am the person responsible for the monitoring and By: Majestic-Stockyards Investor,LLC, administration of this contract,including a Delaware limited liability company, ensuring all performance and reporting its managing member re s, By: Majestic Realty Co., a California corporation, Ro a Ve b manager's agent Title:Assistant Director PMD HMARD P.ROMU,JR. By: Naidwa and Chdm a or do Hord List of Exhibits: ChWEcec 0ve Ofiov,Am mt Seamy wdTftm a Exhibit A—Premises Exhibit B—City-owned Inventory Exhibit C—Public Art Coliseum License Agreement 7-10-20\MM03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 (CITY OF FORT WORTH] Page 24 of 36 OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX i i STATE OF TEXAS § j § i COUNTY OF TARRANT § l I This instrument was acknowledged before me on the ?day of , 2020, by Jesus J. Chapa ,Deputy City Mgr. of the City of Fort Worth, a duly incorporated j home rule city of the State of Texas. i I WP for the State of Texas j r I [SEAL] L4DCommImAm ROGER MILES VENABLES My Commission Expires: Notary Public-State of Toms Notary ID #9429816 Exp.FEB.0.5,2122 j 1 i S LA notary public or other officer completing this certificate verifies only the identity of the individual who signed I t the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.) I STATE OF CALIFORNIA ) I ) COUNTY OF LOS ANGELES) On J_ � , 2020, before me, 6a tr 0" , a Notary Public, personally appeared _ wli rd K05k;��C. , who proved to me on the basis of satisfactory evidence to be the person whose name(4 is/ar subscribed to the within instrument and acknowledged to me that he/sX/tho executed the same in hisfl�nir authorized capacity(iA, and that by his/lwAfvIir signature on the instrument the person, or the entity upon behalf of which the person acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. y,��or rti KRISTI HENDRICKSON WITNESS my hand and official seal. Notary Public•California Los Angeles County > Commission N 2255074 My Comm.Expires Sep 16,2022 Signature Place Notary Seal Above I Coliseum License Agreement 7-10-20UviH\03051-0I0 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 25 of 36 EXHIBIT"A" Premises Exhibit A Page I of 2 j ;'. i (Tuic'kr`rk.Texus ` �f � �, Ito Bdlp oh of IEaoS A•TM `O I 8tll Oob Trxas ) ' lSnurlya�d'hy• .:� _ _. (:rll Sln 1- 1'' L. r O11 nk, I nk�dchen �. ,� r �^�•� ,./ '- - .- �\ r •( i � _ ? Farl S/nrlh'ilur.Y.yaul: •}' �n '' '• - � lid 4 ,'1 - -u.m,r r,,,,,,,,�' � �'� � �!_ / -.__ _ ••a ' ail 'I - �� f�� !, • - Tc.Ea Co:ihoy y I f F `�� RNull ul fanlc_ -_ �,t7� ifs 1 :•1 r . . '� tam JOE Coliseum License Agreement i�l\i_....S irlbar�� \'r:SluckyarJslGunhplilc � �. - l1[�1rJ�\tom 7IS�1,Jj �� '♦'}loon M or 9alo.'n - S m leaslry � - ��KnuckJcUptyalloo - rjl F _` I ,{ 1 �� aC-F--- � . .\ IPuFIIW.Jr1141y, IR I ( '� ��•� (,� - � -�; �, o, !I Ca111Ctnen♦v SIv�kIH nlse Ivc510ck[Ychange..• Qmck Part�. rdR L�JEI •�.-,v rdrtwl Oclocr'r t 1^`^'�. a( I _ ;' ! 'Furl Ylu Ih ' _ do u 1 Y \ 1 n``'1`�',1•�.�. '!+ � _��' �-i� 1�• �` -rtny�I ' � 1,��.11? oui3 Ranch ��•,:'� r .1 •., Tj �'J` `tilnrkyard IPalkm9 �I/ LI,lockyard libh••. • t1 m 'r�I` 'r CCalr:n•m Culisc.iu •�,.. y?�:�; ' ; �,- 9I „��I s y�..,, :�� — 'it � �( `i. 1.:•. 1 �- if . �Y- •]1'/(fichangd/Avc�� •�.•.. �- _' _. - t•F_vchal�yE;Av�� `.- , 'r'r•changrt Avr - _., . YYRR LII'R!•d'` Z 1' Lrnitlho n Saloon f /I � 1° I I li - 4 �1•� �, •Pull V/u1111 I r v '"!x� �'•, r 1 I: _• 1 tl•r r. Mds S6 r I f rFort Worth,TX July , , OF • WORTH] NW 261111 St• : f f.rr'W; qi_ b(T'■:[�,' c _ Ir-1,� Ouldf'`Jrk•Texas ,;•,yF__ � T'� 1.1• 1 GolJratklnq 11921 ?Iw( Ily nobs of I c�s.A -L Aill Hnb' Texas F, 1 . ill SI•n„ Y r 1 Iw•• ftaunya�IthY• �l 1�c j•cor-nar t d I�•- 1 _ .1 �r -t 1 Maulull funlWuc111 �s�' tdl.ouu -p � U�_1 1 1' 1. wu- L. L �Ilonl.y IunY.hll hen l`!7. h ��•�,—f! I.� it - :�, v r - �rG? Fort Vlorth loct yatJs C I ` - rrJ 1 . s17 � ..... _ , � •�-Tceus�Gorrhuy � ' ,,} 1�<,,1.�)� �'.� n � fame (+a 1` _ 1 \'�st��ry rdaconhnhl,',%� f ��'•. �1�I� I, Ihv Fnrl tYonh.FlNrJ i j ti ` F „e.Jeon Moon Saloon - �I .•Knuckle UP'�tllau■°�'�1 1' .\ e r -(I - I, �� L _ _ - ioiu,o:I�au II ■ r-,>tr- PriUnq Zan - I c� - -' �I Ik.uJi•� a _.� � ( `_ - �t ••I •y-I1 - VIA'-_ 1-I •;�� L - 1]L -� 1 ' --i�'t• �� '.�.+ ;T, faiP,Worll'�. ( r Y ' J CaAlemen s Sle 1ktFiuu.e 1 r r Oulck.,f ark 'IdIL•LeJJy's 1 'rolcoul•oM� r 11� IL -Fort lorlh• ' Stock vJsxlablos ,_io'■vt I a. -41ylA-Ranch 1. 'ter- - -Stochy'arJ IPilkiny. �I 11 Y 'o' -1 1QrjI 1 Idkvnut 1 V 1 ♦' t Ili 1~l em ,l T'S! I.. . /COIV�aNII COIISI!Ilnl •;�'�,r 1VA. W f:chain u/ ��►► 11��''..yy II-1• 1-',n��+r�•---a• 1�'�1 '��lL"� ■ 'y'y^.T •' 1°� -. 1 ' ,1�+--y longharn ialno tt t WhirElRhanInnynh Fmr worth I q(Oval@ yt' j4:�Y,3rils st. �" �f��r" 1 J`7� -,.{ y/ _ - '•�4 n - j fj_ ,.=J I ; r.�h.:...:r .r, 1�'oor'np 1ntn�d. t' 1 1 1 i I i i i Exhibit A 1 FORS['�YORT i a Real Property Description for Rodeo Drive Right-of-Way A 1.458 acre tractlof land and being all that portion of Rodeo Drive(formerly N. j Commerce St.)right-of-way from13xchenge Avenue to Stockyards Boulevard(formerly UP St,)as shows on plat of Truckers Subdivision according to the plat recorded in I Volume2046,Qe 61,Deed Records,Tarrant County,Texas,and being more particularly descried using bearings on the Texas Coordinate System,North Central Zone,N.A D,83 a the City of Fort Worth Integrated G.P,S,Network as follows: BBC3INNING at a mark"Y"lbund at the interaecUon of the oxistirrg north right-of-way line of Bxohange Avenue with the existing west right-of-way of Rodeo Drive; THENCE: with a west tight-of-way line of said Rodeo Drive the following courses and distances: North 00 degrees 2 minutes 41 seconds West,82.49 feet and South 89 degrees 50 j minutes 14 sewn s West,0.10 feet and North 00 degrees 09 minutes 15 seconds West, 27,0.37 tbet to a mf rk"Y"found and,North 44 degrees 42 minutes 42 seconds West,, _ { 19,16 that to a matk"C'found and South 89 degrees 16 minutes 09 seconds Wei 31.06 i feet to a mark`�" ound and North 00 degrees 12 minutes 10 seconds West,103,21 feet to a mane"4-"fourld and South 89 degrees 48 minutes 55 seconds West,13.65 feet to a 111 mark"Y"found and North 00 degrees 11 minutes 58 seconds West,195.63 feet to a 5/8" iron rod found andNorth 60 degrees 21 minutes 51 seconds West,44.01 feat to a 5/8" iron rod found and,North 29 degrees 51 minutes 12 seconds But,28,11 feet to a 518"iron rod found and No#00 degrees 12 minutes 59 seconds West,43.94 feet to a 5/8"iron rod found and Not h 20 degrees 12 minutes 10 seconds We-at,69.14 feet to a 518"iron rod found; THENCE:departing said west right-of-way line,North 40 degrees 18 minutes 22,seconds East,130.98 feet to a mark"Y"found in the south right-of-way of Stockyards Boulevard, j i THENCE:with said south right-of-way,North 89 degrees 31 minutes 51 seconds East, 25.53 feet to a mark"Y"found at the Intersection of add south right-of-way with the out right-of-way of Rodeo Drive; 1 THENCE:with the east right-of-way line of Rodeo Drive the following courses and distances: TRANSPORTATION AND PUBLIC WORKS DEPARTMENT 5oavaxnt0 Suwwss { TezQTror ore awry • 85 QMpAm4sD d eat • Four Woara,9bus76116 817 392-7925 i FAX 817-92-7695 i I i - 1 i Coliseum License Agreement 7-10-20Uv1M03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 28 of 36 3 1 i I I r Exhibit A cont'd South 00 degrees 16 minutes 09 seconds Boat,556.39 fW to a mark'41'set and South 45 deg"30 minute 37 seconds Want,46.77 feet to a mark'Y set add North 89 degrees 50 minutes 18 geobnds Ila%%11.70 feet to a mark'i''set and South 00 degrees 07 minutes 52 seconds East,400.58 foot to a mark"Y"fbund at the intersection of acid east E right-of-way with ithe north right-of-way of Exchange Avenue; TEENCE;deparfthg said east right-of-way,South 79 degrees 14 minutes 16 aeconds West,50,52 feet td the Place of Beginning and containing some 1.458 aces(63,50g square feet)of Ia1,'und more orless. SuNeyedonth in October of 2010. Baal of Bearinge::'City of Fort Worth Integrated G,P.S.Network,N.A.D.83,Noah Central Texas Zone.Dietances are ground measurements. i I "In accordance with the Texas Board of Profbsoional land Surveying,General Rules of Procedures and Practices,663.19(9),this'�eport"consist of the legal description j Included her IN' d a Map of Survey. i 516710AOl=.doc 1 1 i �l Coliseum License Agreement 7-10-20\Iv1H\O3051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 29 of 36 I 1 } 9 I • • 1 I I Exhibit A cont'd [. i f I I I i � ��._..�..—•--•-- t•.quo' 1 taa.nur 0#' ° 1 too- 1 � I • eaDeuta RODA0 DKM RDORT-Ol-fty MOM DtCWG'Y AYR.TO 8TOCkY/RD8 BLVD. tX0ZANDX A►MVUS 10 � � - I i Coliseum License Agreement 7-10-20\MUR0305 1-0 10 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 30 of 36 l l E i i I Exhibit A cont'd I i • ,`a+ LOT s ,; ..•..�•' 1 •l�f�A ..+ # r .• � � +� pap M ' aor d • ,bo , 169.939•SR.RI• 8,b4•Pis tt1 ® .013 . A i �Vb aa'rr � 'p"� !" amum ■ f f � t '•,t� ,Is i • $ , Y ar.In.ra Y a rrs+�v r -. rr,rae ( Iti0sO 1 LOT ! �AtIM{N � at /�•//-00M b r _r 29 B0. • I V . -�1• a f,1, ! .1�'•l ��" r Pisan of/Allnnln?e1 3y tT).ve,f� Pee AaR?m7nn91p9 D as,Irlil TRAa TKMr L I�_'��• ITH! COLISCUN1 I •ti�rlGtsltNv , • •1 i � �' Ia•. TOTr. aqeebeaO V FAR►seas• •faAVIMCATION " LOt i JI" I 77 MA•I , f { YO•IYT ar#Onl%On IN r i , •voGnu,rt ran �.". �' //•/// /R. Mh � � ,., f f1 LO.T 14 R I I I I _ _ 1 wc ►�r R _,� _�_r dd •r t•I�er o1�bHlnntnq__ o qf' • Aacam pdn�In1 DauN�tlan r.• Coliseum License Agreement 7-10-20\MUB03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 31 of 36 Exhibit °° „ °° Cont. r -I,I Rodeo Drive .�• .•, � I.i"Iji I.I .. t. VX 1 F � ra • t r M-S t II Outdoor Arena Fort Worth Herd Access i rr %t t 'd S License Premises r4 :7„ 'ar N cepyApM Polo ary or Fal V�bN�u=oaod rwrowtuon u e Magm or�ppBueN[&No.m� ® License Premises FORT WO RTHa M Is fa kWonnaamel puryores eM may M nano been pro grad for or b.w ado Ior kpa1, anghwarYg,a a=rg purporee.It does rM reprorant an orNA�mnd tunny and npnlmla ony tAa appr04M.1 nlaWe Iou0n of Mprrry boundMu.The My of Fat VVbM uwmo na FW Herd Access mponl y krina attunry of aaMdale. 8e 0 37.5 75 150 225 300 Coliseum License Agreement 7-10-20\MM03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 32 of 36 i , 4 s EXHIBIT`B" i i City-owned Inventory I I i Exhibit"B" f` City-owned Equipment Inventory , 1 t DESCRIPTION INV-JAN2007 Salvage RPIProparty INV4E112020 Clerical Dask,•Blue 1 1 0 Executive Desk;Wood(72x36) 1 1 0 I Executive Desk;Beige w/Wood Top(60x36) 1 1 0 I i Executive Desk;Black Metal(60x36) 1 1 Executive Desk;Blue Metal(60x34) 1 1 0 Secretarial Desk 1 1 Executive High back Chair Black 1 1 0 Barrel Side Chair(Not Padded) 2 1 Barrel Side Chair(Padded) 2 2 Side Chairs-Wood 2 2 45"Tall Bar Chairs Natural Finish(VIP Area) 123 123 0 p Orange Plastic Folding Chairs(CC&Billy Bobs) 492 261 213 �! Black Iron 6'6"Wooden Benches 2 2 Green Metal Folding Charts(Arena Box Seats) 233 22 211 ) r [OfflEe-Fqutpmeiiti _ _- -'� File Cabinets-4 Drawer 2 2 [N11sullarta0us ComputerTable 1 1 { Mark&Wipe Board(In Front Office) 1 1 Set of Marquee Letters 1 1 Time Clocks 1 1 36"Square Plastic Coated Picnic Tables(In&Outside 4 4 I Chair Stacking Doily 5 5 "Cable Car"Wooden Portable Concsslon Carts 3 3 ABC Fire EWnqulshers(Various Sizes) 14 14 ) 40 Gallon Rubber Trash Containers 15 15 0 i 24"x41"High Round Bar Tables-Brown 38 10 28 t Scytleast Cendealon Stand:�_ ____-- _ -- 3 Drawer Bun Warmer-Toastwell 1 1 ! Roller Grill 1 9 1989 Model Popcorn Machine-Star 1 1 0 Welk-In Refrigerator-Daeco 1 1 { 3 Compartment Sink 1 1 Electrlc Water Heater(30Gallon)Stone 1 1 I I I I Coliseum License Agreement 7-10-20\MM03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 33 of 36 1 i 1 ) ) i Exhibit"B" ) City-owned Equipment Inventory DESCRIPTION INV JAN 2007 salvage RPI Property INV-FEB Z020 NoR►tesstCA�asslonStatid(_ _ '_ —' 3 Tap Keg Beer Dispenser � 3 3 0 fi*MhweitU 4 Hole Bar Sink Hand WashingSink 1 1 storage 1 INoAheastinear = s 4 Hole Bar Sink 1 1 storage 3 Tap Keg Beer Dispenser-Perilck 1 i 0 Hand Washing5ink 1 1 ) Hand Washing Sink 1 1 3 Compartment Sink 1 i Walk-In Refrigerator(For Upstairs Bar) 1 1 N6AfleaatStorefrit3ro Icemaker Model#1700 1 1 0 Walk-in Freezer 20'x5' 1 1 ) {Tnissa:"d ttlfitine _RFC Dimmers 63 63 Dimmer Rock 2 2 Electronic Controls for Dimmer Racks 1 1 Stage Lights(DAR 64 Can Lights) 65 33 32 2424'Box Truss-Ring J 1 64'Box Truss 1 i i 40'Box Truss 2 1 1 j Truss Lift Controls 1 1 Super Trouper Spot Lights 2 2 0 M2 Model H2020 Lycian Short Lense Spot Light 2 ualot�uyLnent% _. 777771 i BOSE Speakers(On Front of Building) 2 2 2 0 i ,SouedSyttetrtlnslaUedMy4,2000- __ 3 EAW KF 850 EP Mld-High Speakers 5 3 5 ? EAW SBBSDEP Subs 3 3 EAW FR122HPDelaySpeakers 15 3 15 Gown MAS000vz Power Amp 1 1 Crown MA3600 Power Amp 1 2 Crown MA2400 Power Amp 1 i Crown MA1200 Power Amp 1 1 DSP Processing&Peavy Media Matrix 1 1 1 0 Crown macro Tech 1200 Speakers 1 Crown Macro Tech 5000 3 GXS Amp Delays 4 QSC 1400 Model 1 Coliseum License Agreement 7-10-201MH\03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 34 of 36 r fi I I Exhibit"B" City-owned EqulpmentInventory DESCRIPTION INV JAN 2007 Salvage RPI Property' INV-FE82020 t Eao�_JliBpy&ra�a_Fgl em -�`"` outhwWCo17aesston3Yand` 3 Drawer Bun Warmer `1 1 Roller Grill 1 1 0 { 1989 Model Popcorn Machine 1 1 0 111E Series U600Ice Machine 1 1 0 i Welk-in regrigerator 1 1 6 3 Compartment$Ink 1 1 Electric Water Heater(30 gallon) 1 1 e CFW equiptment salvaged and replaced by API {� By agreement,equipment replaced by RPI remains the property of API i r i i f t , I j I 1 s fi I t i I Coliseum License Agreement 7-10-20\IvIM03051-010 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 35 of 36 3 x ti I EXHIBIT"C" Public Art 1 1) "The First Bulldogger, Bill Pickett"by Lisa Perry Bronze—Bronze. 2) "Red Steagall, Always Ridin'for the Brand in Fort Worth, Texas, Where the West E Begins",by Bruce Greene—Bronze. 3) "Rodeo Plaza, Legacy of the Land", by Steve Teeters - CorTen, Stainless, Bronze elements i 4) Twenty-One(2 1)artist designed and fabricated functional street light poles. 5) Sculpture Belt Seating-Two(2)large scale metal sculptures that resemble tooled t leather cowboy belts, both with internal lighting system, along with two (2) accompanying benches. 6) Sculpture Spur Seating-Two (2)functional Spur seating sculptures that resemble large scale cowboy and vaquero apparel and tack. 7) Six(6)artist designed and fabricated pendant fixtures. 8) One(1) functional archway with seating at Coliseum exit, enhanced with replicas of vintage cowboy and vaquero hats and boots. 9) Four(4)artist designed and fabricated light sconces on south gate of Rodeo Plaza based on Fort North icon, "Molly". 10)Artist designed and fabricated sculptural entrance gate at north entrance to Rodeo Plaza. F i I 3 1 1 t I 3[ S i I i I f i i 1 {ti I i i I Coliseum License Agreement 7-10-20\MH\03051-010 !� 121-123 East Exchange Avenue,Fort Worth,TX July 14,2020 [CITY OF FORT WORTH] Page 36 o1736 j t i i M&C Review Page I of 2 Official CITY COUNCIL AGENDA FQRTAVORTu DATE: 12/17/2019 REFERENCE NO.: M&C 19-0401 LOG NAME: 21COWTOWN COLISEUM CODE: C TYPE: NON- PUBLIC CONSENT HEARING: NO SUBJECT: Authorize the Execution of a Restated and Amended License Agreement and Assignme With Rodeo Plaza, Inc. as Assignor and Fort Worth Heritage Development Company as Assignee, Relative to the Use, Operation and Management of the Cowtown Coliseum Located at 121-133 East Exchange Avenue (COUNCIL DISTRICT 2) RECOMMENDATION: Authorize the negotiation and execution of a Restated and Amended License Agreement and Assignn with Rodeo Plaza, Inc., as assignor, and Fort Worth Heritage Development Co., as assignee, relative t use, operation, and management of the Cowtown Coliseum located 121-133 East Exchange Avenue, I Worth, Texas. DISCUSSION: The purpose of this M&C is to authorize the restatement and amendment of the current License Agreement with Rodeo Plaza, Inc. and an assignment of the License Agreement to Fort Worth Heritag Development Co., relative to the use, operation, maintenance and management of the Cowtown ColisE RPI has operated and managed the Cowtown Coliseum since 2002, holding social, cultural, sporting, r and livestock events in keeping with the western theme of the Fort Worth Stockyards area. In accorda with the terms of the License Agreement, the City has provided funding in the amount of$185,000.00 annually to defray utility expenses associated with the operation of the Coliseum. On February 12, 2002, City Council via M&C C-18960, authorized the City Manager to execute a five-� License Agreement (City Secretary Contract (CSC) No. 27542) with Rodeo Plaza, Inc., relative to use, management and operation of the Cowtown Coliseum. adjoining "run-off' area, the adjacent outsi arena, bleachers and the central power plant located at 122-133 East Exchange Ave. On February 6, 2007, City Council via M&C C-21956, authorized the City Manager to execute the exte to CSC No. 27542 with Rodeo Plaza, Inc. for an additional one (1) year term commencing on October 2006 and expiring on September 30, 2007 via CSC No. 35048. On October 6, 2007, City Council via M&C C-22455, authorized the City Manager to execute the secor extension to CSC No. 27542 with Rodeo Plaza, Inc. to amend the term and the amount paid under the Agreement for an additional ten (10) years commencing on October 7, 2007 and ending on Septembei 2017 with two five (5) year renewal options. On November 19, 2009, RPI and the City amended the license of premises to reflect the removal of 1 E square feet of the City property that was conveyed to Stockyards 2000, L.P.., on October 20, 2009. On December 14, 2010, the City Council via M&C C-24646, authorized the City Manager to amend the terms of the License Agreement to include the Rodeo Plaza Property, a City owned 1.48 acre tract land described in Exhibit A-1 of CSC 36118-A2. On August 4, 2015, City Council via M&C C-27405, authorized an amendment to the License AgreemE manage, maintain, and program City owned property formerly used by the Mounted Patrol located at 2 N. Houston Street (Additional Property) for storage and stabling of livestock in six month increments ul September 2017. On August 11, 2015, via CSC No. 27542-A5, the Additional Property was added to C No. 27542 for the term of six months, with automatic six month renewal periods to expire on SeptembE 2017. http://apps.cfwnet.org/council_packet/mc_review.asp?ID=27548&councildate=12/17/2019 7/14/2020 M&C Review Page 2 of 2 On December 6, 2016, City Council via M&C L-15972, authorized the City Manager to amend the term the License Agreement to reduce the Additional Property area added via CSC No. 27542-A5, and exte term for an additional ten (10) years to expire on September 30, 2027. Rodeo Plaza, Inc., (RPI) and Fort Worth Heritage Development Co. (Heritage), a Majestic/Hickman partnership, have agreed to the sale of RPI assets and the assignment of the current License Agreemf Heritage with a few changes. Heritage has an ongoing interest in making investments in Cowtown Coli to ensure that the future of the Coliseum includes a broad variety of on-brand western entertainment a other programming designed to drive tourism and incremental room nights to the Stockyards. Proposed amendments to the License Agreement (Agreement) associated with its assignment to Herit are as follows : The primary term of the Agreement be modified to fifteen (15) years with one (1), five (5) year op renew; The City will no longer be required to provide the annual subsidy; Heritage will pay to the City, in arrears, an annual payment equal to 20\% of the net profits gen from the operation of the Coliseum. Heritage will make capital improvements to the Coliseum, upon approval by the City, and the Ci participate on a 50/50 partnership basis by utilizing net profits as the City contribution. Heritai, provide the financing for the improvement. Heritage will submit an annual business, program and marketing plan for approval by the City. This property is located in Council District 2. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation the Public Events Department has the responsibility for the collection and deposit of funds due to the City under Agreement. TO Fund Department Account Project Program Activity Budget Reference# Arr ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Arr ID ID Year Chartfield 2 Submitted for City Manager's Office by: Jesus Chapa (5804) Originating Department Head: Steve Cooke (5134) Additional Information Contact: Roger Venables (6334) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc_review.asp?ID=27548&councildate=12/17/2019 7/14/2020