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SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is made and entered into this iglik
day of (,) talt0 ger , 2015, ("Effective Date") by and between the City of Fort Worth, a
home -rule municipality organized under the laws of the State of Texas, acting by and through its duly
authorized Assistant City Manager, Equine Marketing Group, Inc., an Iowa corporation, acting by and
through Terry Schroeder, its duly authorized representative, and Reichert Celebration, Inc., an Iowa
corporation, acting by and through Telly Schroeder, its duly authorized representative.
A.
DEFINITIONS
In addition to the terms defined in the body of this Agreement, the following terms shall have the
definitions ascribed to them as follows:
"2013 ETF Contract" means Fort Worth City Secretary Contract ("CSC") Number 44559, a Trust
Fund Event Support Contract between the City and EMG.
"2014 ETF Contract" means Fort Worth CSC Ntunber 45827, a Trust Fund Event Support
Contract between the City and Reichert Celebration.
"City" means the City of Fort worth, Texas, and its officers, representatives, agents, servants,
and employees.
"EMG" means Equine Marketing Group, Inc., an Iowa corporation, and its partners,
representatives, members, managing members, officers, managers, proprietors, directors, employees,
representatives, agents, subsidiary organizations, parent organizations, successor entities, assigns,
predecessors, stockholders, administrators, contractors, and related companies.
"License Agreement" means, collectively, Fort Worth CSC Number 41468, as amended by Fort
Worth CSC Numbers 41468-Al and 41468-A2, a License Agreement for use of the Will Rogers
Memorial Center.
"Reichert Celebration" means Reichert Celebration, Inc., an Iowa corporation, and its partners,
representatives, members, managing members, officers, managers, proprietors, directors, employees,
representatives, agents, subsidiary organizations, parent organizations, successor entities, assigns,
predecessors, stockholders, administrators, contractors, and related companies.
"Parties" means the City, EMG, and Reichert Celebration.
B.
RECITALS
WHEREAS, the City and EMG entered into Fort Worth CSC Number 41468 on or about
February 10, 2011, for the purpose of allowing EMG to host its Reichert Celebration Event ("Event") at
the Will Rogers Memorial Center ("WRMC") from 2011 through 2015 pursuant to an agreed upon
payment and rate structure;
Settlement Agreement and Release —Reichert Celebration, Inc. and Equine Marketing Group, Inc.
OFFICIAL RECORD
CITY SECRETARY
gill WORTH, TX
- -- : elm
WHEREAS, on June 18, 2012, the City and EMG entered into CSC Number 41468-Al to add
the City's new Equestrian Multi-Puipose Building as an additional facility authorized for use of the
Event, along with the corresponding rental rate schedule for years 2012 through 2015;
WHEREAS, in return for EMG hosting its 2013 Event at the WRMC, the City applied to the
Texas Comptroller of Public Accounts ("Comptroller") for the creation of an events trust fund for EMG's
2013 Event under the piovision of Texas Revised Civil Statutes, Article 5190.14 § 5C ("Act'), foi the
purpose of seelung reimbursement of costs related to preparing for and conducting EMG's 2013 Event;
WHEREAS, the Comptroller established an events trust fund for the 2013 Event in the amount
of $547,960.00 ($472,379.00 in state funds plus a $75,581.00 match by the City);
WHEREAS, on or about June 20, 2013, the City and EMG entered into the 2013 ETF Contract,
which obligates the City to reimburse EMG for certain actual expenses related to the 2013 Event up to the
amount eventually distributed by the Comptroller, subject to the City's right to withhold all distributions
under said contract for any outstanding obligations owed to the City by EMG pursuant to any contract
with the City;
WHEREAS, in August 2014, the Parties entered into a Settlement Agreement and Release
wherein EMG agreed to assign to the City $138,730.75 from the 2013 ETF Contract to settle the City's
claims against EMG for contractual damages relating to EMG s 2013 Event, the same being Fort Worth
CSC Number 45830 ( `CSC 45830");
WHEREAS, pursuant to the License Agreement, EMG agreed to pay the City a $25,000.00
facility rental fee deposit prior to the start of the 2014 Event ($5,000.00 on or before February 1, 2014 and
$20 000.00 on or before August 1, 2014)
WHEREAS, EMG failed to pay any portion of the $25,000.00 facility rental fee deposit for the
2014 Event;
WHEREAS, in August 2014, the City, EMG, and Reichert Celebration executed an assignment
of the License Agreement, wherein EMG assigned, transferred, and conveyed all of its rights, duties, and
obligations in, to, and under the License Agreement to Reichert Celebration;
WHEREAS, the City applied to the Comptroller for the creation of an events trust fund for
Reichert Celebration's 2014 Event which the Comptroller established at $242,778.00 ($209 291.00 in
state funds plus a $33,487.00 match by the City);
WHEREAS, on or about August 9, 2014, the City and Reichert Celebration entered into the 2014
ETF Contract, which obligates the City to reimburse Reichert Celebration for certain necessary
reasonable, and actual expenses related to the 2014 Event up to the amount eventually distributed by the
Comptroller, subject to the City s right to withhold all distributions under said contract for any
outstanding obligations owed to the City by Reichert Celebration pursuant to any contract with the City;
WHEREAS, Reichert Celebration held its 2014 Event at the WRMC from approximately August
11, 2014 through September 1, 2014;
WHEREAS, pursuant to the License Agreement, Reichert Celebration agreed to pay, in full, all
Settlement Agreement and Release —Reichert Celebration, Inc. and Equine Marketing Group, Inc. 2 of 9
amounts owed to the City for shavings for the animals and R.V. parking for its 2014 Event, on or before
September 1, 2014
WHEREAS, Reichert Celebration also agreed to pay the City any additional remaining balance
owed within thirty (30) days after receipt of a final invoice from the City, which included, without
limitation charges for additional facility rentals, commercial exhibitor and vendor space, arena
preparation and clean-up, and sound system;
WHEREAS, the City sent a final invoice to Reichert Celebration detailing all remaining amounts
owed for the 2014 Event pursuant to the terms of the License Agreement, said amount totaling
$168,231 26;
WHEREAS, Reichert Celebration has failed to pay any of the $168,231.26 due to the City from
its 2014 Event;
WHEREAS, on July 1, 2015, the City received written notice fiom Reichert Celebration that it
would not be conducting and operating its 2015 Event, which was scheduled to occur from August 10
2015 through September 1, 2015;
WHEREAS, Reichert Celebration's failure to hold the 2015 Event at the WRMC constitutes a
breach of the License Agreement, and the City estimates that it has suffered actual damages of at least
$77,000,00 from lost revenue due to Reichert Celebration's cancellation;
WHEREAS, the City and Reichert Celebration have agreed on contractual damages to the City
equal to the amount owed by Reichert Celebration under the License Agreement for the 2014 Event and
the estimated lost revenue to the City for the cancellation of the 2015 event, to wit, $245,231.26
($168,231.26 + $77,000.00);
WHERAS, in addition to the damages set forth above, EMG and Reichert Celebration currently
owe the City a combined $109,068.00 as payment for the City's local match contribution to the
Comptroller (2013 match of $75,581.00 + 2014 match of $33 487.00);
WHEREAS, to satisfy EMG's and Reichert Celebration's obligations under the License
Agreement 2013 FTF Contract, and 2014 ETF Contract and to settle any claim for damages that the City
may currently have against EMG for its 2013 Event and Reichert Celebration for its 2014 Event and 201 S
Event, EMG and Reichert Celebration have agreed to assign to the City funds under the 2013 FTF
Conti act and 2014 ETF Contract, respectively, in the amount of $379,299.26 which is equal to the
outstanding contractual obligations owed by EMG and Reichert Celebration to the City related to the
License Agreement, 2013 ETF Contract, and 2014 ETF Contract;
WHEREAS, upon satisfaction of all obligations owed to the City as set forth herein, the City
agrees that it will pay to EMG and Reichert Celebration $272,707.99 which equals the remaining balance
of funds fi om the 2013 FTF and 2014 ETF,
WHEREAS, Exhibit A, which is attached hereto and incorporated herein by reference for all
purposes, sets forth in more detail the payment obligations of the parties under this Agreement; and
WHEREAS, except as may be set forth below in the terms of the Agreement, the Parties hereby
Settlement Agreement and Release —Reichert Celebration, Inc. and Equine Marketing Group, Inc. 3 of 9
agree that the following teims and conditions shall constitute full and final settlement of any and all
current issues associated with the 2014 and 2015 Events for the License Agreement, 2013 ETF Conti act
and 2014 ETF Contract.
C.
AGREEMENT, RELEASE, AND COVENANTS
NOW, THEREFORE, the Parties hereto, in consideration of the mutual covenants set forth
herein and intending to be legally bound hereby, stipulate and agree as follows:
1. The recitals set forth above, including, but not limited to, Exhibit A, are true and correct
and form the basis upon which the Pasties have entered into this Agreement and are incorporated herein
by reference.
2. EMG does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, and ASSIGN
unto the City all light, title, and interest in and to certain funds owed or to be owed to EMG pursuant to
the 2013 ETF Contract in the amount of THREE HUNDRED FORTY-FIVE THOUSAND EIGHT
HUNDRED TWELVE DOLLARS AND TWENTY-SIX CENTS ($345,812 26) which represents (i) the
contractual damages for the 2014 Event and 2015 Event that EMG and Reichert Celebration currently
owe to the City pursuant to the License Agreement and (ir) EMG s contractual payment to the City per
Section 6 of the 2013 ETF Contract concerning the City's remittance (or match) to the Comptroller for
the 2013 Event.
3. Reichert Celebration does hereby GRANT, BARGAIN, SELL, CONVEY TRANSFER,
and ASSIGN unto the City all right, title, and interest in and to certain funds owed or to be owed to
Reichert Celebi ation pursuant to the 2014 ETF Contract in the amount of THIRTY-THREE THOUSAND
FOUR HUNDRED EIGHTY-SEVEN THOUSAND DOLLARS AND NO CENTS ($33,487.00) to
satisfy Reichert Celebration's contractual payment to the City per Section 6 of the 2014 ETF Contract
concerning the City s remittance (or match) to the Comptroller for the 2014 Event.
4. Within thirty (30) calendar days after the Effective Date of this Agreement the City shall
pay EMG a total of SIXTY-THREE THOUSAND FOUR HUNDRED SIXTEEN DOLLARS AND
NINETY-NINE CENTS ($63,416.99) as full and final payment foi all amounts owed to EMG under the
2013 ETF Contract, which takes into account all payments made to the City pursuant to the terms of this
Agreement.
5. Within thirty (30) calendar da} s after the Effective Date of this Agreement, the City shall
pay Reichert Celebration a total of TWO HUNDRED NINE THOUSAND TWO HUNDRED NINETY-
ONE DOLLARS AND NO CENTS ($209,291.00) as full and final payment foi all amounts owed to
Reichert Celebration under the 2014 ETF Contract, which takes into account all payments made to the
City putsuant to the terms of this Agreement.
6. Except as set forth in Section 7 of this Agreement, the City, EMG, and Reichert
Settlement Agreement and Release —Reichert Celebration, Inc. and Fquine Marketing Group, Inc. 4 of 9
Celebration hereby COMPROMISE, SEfILE, RELINQUISH, RELEASE, ACQUIT, and FOREVER
DISCHARGE each other from and against any and all claims demands, debts, hens, costs expenses,
actions, and causes of action of whatsoever nature, description of character, whether in tort or in contract,
or by virtue of the common law statute, or regulation, known or unknown, heretofore existing between
the City, EMG, and Reichert Celebration, whether known or unknown, which may have accrued or may
accrue, on account of, arising from, or in any manner growing out of, relatmg to, resulting from, or in any
way connected to the License Agreement for the 2014 and 2015 Events 2013 ETF Contract, and 2014
ETF Contract and any related transactions and occurrences including, but not limited to, any and all
claims for exemplary damages, consequential damages, contractual damages, economic loss, attorney's
fees, and any and all damages recoverable under the laws of the State of Texas and any and all other
statutory or common law legal damages, known or unknown.
7. Notwithstanding anything to the contrary herein, Sections 7 (Documentation), 23
(Indemnification and Release), and 24 (Audit) of the 2013 ETF Contract and 2014 ETF Contract and
Sections 20 (Indemnification), 21 (Insurance), and 23 (Federal Copyright Act) of the License Agreement
shall not be affected by this Agreement and shall remain in full force and effect in accordance with the
terms of each respective agreement.
8. The Parties acknowledge and agree that the settlement amount set forth in Section 2 of
CSC 45830 is and always should have been $138,730.75 and not $138,790.75 The amounts calculated
for this Agreement take into account the corrected settlement amount of $138,730.75 (See Exhibit A)
This Section 8 is intended to clarify the amount owed to the City by EMG and Reichert Celebration under
CSC 45830 and shall not in any way affect the obligations of EMG and Reichert Celebration to pay such
amount to the City per the terns of CSC 45830. All other terms and conditions of CSC 45830 shall
remain in full force and effect.
9. The Parties warrant that no promise or inducement has been offered except as set forth
herein; that this Agreement is executed without reliance upon any statement or representation of any
person or Parry's release, or its representatives, concerning the nature and extent of the losses, injuries,
damages, and legal liability therefore; and that the acceptance of the consideration set forth herein is in
full accord and satisfaction of all claims set forth herein.
I0. It is understood that this is a compromise of a claim. The Parties desire to compromise
and settle all matters and things to avoid the hazard, inconvenience, uncertainty, and expense of litigation.
11. The Parties represent and warrant that they are the sole owners of the respective claims,
causes of actions, and rights -in -action being released herein, and they have not transferred, assigned, or
otherwise encumbered said claims or any part thereto
12. The Parties hereto shall not assign or transfer their interests and obligations of the
settlement set forth in this Agreement without the prior written consent of the other parties and any
attempted assignment or transfer of all or any part hereof without such prior written consent shall be void.
Settlement Agreement and Release —Reichert Celebration, Inc. and Equine Marketing Group, Inc, 5 of 9
13. This instrument contains the entire agreement between the Parties as to the matters
contained herein and the terms of this instrument are contractual and not merely recitals. There are no
other agreements, either written or oral, and this Agreement supersedes all earlier representations,
negotiations, or agreements about this matter. The Parties acknowledge that the covenants, promises, and
representations made herein are binding on, and inure to, the benefit of each of the Parties. As a matter of
clarification, nothing contained herein shall be construed to affect the enforceability or validity of CSC
45830.
14. The Parties represent that they have consulted, or had the opportunity to consult, an
attorney to seek legal counsel regarding the contents and effects of this Agreement. The Parties further
represent that they have been informed of the content and effect of this instrument and that the instrument
is executed as their act and deed and of their own free will.
15. In the event that any provision of this Agreement is held void, voidable, or
unenforceable, the remaining portions shall rernam in full force and effect.
16. If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County,
Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This
Agreement, including all exhibits, shall be construed in accordance with the laws of the State of Texas.
17. This Agreement may be executed in several counterparts, each of which will be deemed
an original, but all of which together . will constitute one and the same instrument. A signature received
via facsimile or electronically via email shall be as legally binding for all purposes as an original
signature.
18. It is understood that by execution of this Agreement, the City does not waive or surrender
any of its governmental powers or immunities.
IN WITNESS HEREOF, the Parties hereto have executed this Agreement to be effective on the
Effective Date.
CITY OF FORT WORTH
by:
Date:
usan Alanis
Assistant City Manager
IvISISe-
REICHERT CELEB
•
Schroeder
ector
TION, INC.
f
Date: /(/ ec
Settlement Agreement and Release —Reichert Celebration, Inc. and Equine Marketing Group, Inc.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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APPROVED AS TO FORM
AND LEGALITY
"err ,)
Tyler F. . .ch
Assistan ity Attorney
ATTESTED BY:
Iffy Kay,
City Seer
No M&C required
EQUINE MARKETING GROUP, INC.
Date:
Terry
Pre
chroeder
dent
M 5/5
Settlement Agreement and Release —Reichert Celebration, Inc. and Equine Marketing Group, Inc.
OFFICIAL RECORD
CITY SECRETARY
Ft WORTH, TX
7of9
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared Susan Alanis, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of the City of Fort Worth for
the purpose and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 20.
LINDA M. HIRRLINGER
MYCOMMISSION FXPIRES I
Fobniary 2 2018
STATE OF C// P A
COUNTY OF rpoWA
Notary Public in and for
The State of Texas
BEFORE ME, the undersigned authority, a Notary Public in and for the State of C�%f/�f/(a/ , on this
day personally appeared Terry Schroeder, known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that the same was the act of Equine Marketing
Group, Inc. for the purpose and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this C day of
STATE OF
COUNTY OF
or11\
CJ\RRIE L DAVIS
COMMISSION NO. 166379
y=� MY COMMISSION EXPIRES
SEPTEMBER 2, fr
�
A/A §
, 20/67
Nota'r9 Public in rid f6r"
The State of
•
aor
BEFORE ME, the undersigned authority, a Notary Public in and for the State of /, on this
day personally appeared Terry Schroeder known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of Reichert Celebration, Inc.,
for the purpose and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this q*day o
CFRRIE L. DAVIS
COMMISSION NO. 166379
MY COMMISSION EXPIRES
SEPTEMBER 2j9_f£(/
, 20/J -
Notar ublic itvrand for
The State of
Settlement Agreement and Release —Reichert Celebration, Inc. and Equine Marketing Group, Inc. 8 of 9
do -
$547,960
($75,581.00)
($138,730.75)
($25,000.00)
($168,231.26)
($77,000.00)
$63,416.99
$242,778.00
($33,487.00)
209,291.00
$75,581.00
$25,000.00
$168,231 26
$77,000.00
EXHIBIT A
2013 ETF Contract
Total Payment to EMG
(Total Tt ust Fund Amount Distributed to the City for 2013 Event)
(Contractual Payment to the City per 2013 ETF Contract for the City match)
(Payment to the City per CSC 45830)*
(Payment to the City for EMG's damages for the 2014 Event)
(Payment to the City for Reichert Celebration s damages for its 2014 Event)
(Payment to the City for Reichert Celebration s damages for its 2015 Event)
(Total Payment to EMG for the 2013 ETF Contract)
2014 ETF Contract
Total Payment to Reichert Celebration
(Total Trust Fund Amount Distributed to the City for the 2014 Event)
(Contractual Payment to the City per the 2014 ETF Contract for City match)
(Total Payment to Reichert Celebration for the 2014 ETF Contract)
Total Payment to the City
2013 ETF Contract, 2014 ETF Contract, and License Agreement
(Contractual Payment to the City per the 2013 ETF Contract for the City match)
(Payment to the City for EMG's damages for the 2014 Event)
(Payment to the City for Reichert Celebration s damages for its 2014 Event)
(Payment to the City for Reichert Celebration s damages for its 2015 Event)
$345,812.26 (Payment to the City from EMG's 2013 ETF Contract)
$33,487.00 (Contractual Payment per Reichert Celebration's 2014 ETF Contract for City match)
$379,299.26 (Total Payment to the City under this Agreement)
i'Excluded from Total Payment to the City under this Agreement because this amount has previously been
paid to the City per CSC 45830.
$138,730.75
+
$63,416.99
$209 291.00
$379 299.26
$790,738.00
Summary
(Prior payment to the City per CSC 45830)
(Total Payment to EMG under this Agreement for the 2013 ETF Contract)
(Total Payment to Reichert Celebration under this Agreement for the 2014 ETF Contract)
(Total Payment to the City under this Agreement)
(Total Fund Amount for the 2013 and 2014 Events Trust Funds)
Settlement Agreement and Release —Reichert Celebration, Inc. and Equine Marketing Group, Inc.
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