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HomeMy WebLinkAboutContract 54902 CSC No.54902 TRUST FUND EVENT SUPPORT CONTRACT 2020 WRANGLER NATIONAL FINALS RODEO AND NFR EXPERIENCE This TRUST FUND EVENT SUPPORT CONTRACT ("Agreement") is made and entered into by and between the CITY OF ARLINGTON ("Arlington"), a home-rule municipality organized under the laws of the State of Texas;.CITY OF FORT WORTH ("Fort Worth"),a home-rule municipal municipality organized under the laws of the State of Texas; and the PROFESSIONAL RODEO COWBOYS ASSOCIATION, INC. ("PRCA"), a Colorado nonprofit corporation. RECITALS Fort Worth, Arlington, and PRCA (individually, each, a "Party" and collectively, "Parties") hereby agree that the following statements are true and correct and constitute the basis upon which the Parties have entered into this Agreement: A. PRCA is oldest and largest rodeo-sanctioning body in the world, and is the recognized leader in professional rodeo. B. PRCA sanctions about 650 top-of-the-line multiple-event rodeos on the continent, in about 38 states and a few Canadian provinces, and the process for deciding where to hold a sanctioned event is highly competitive and takes into account many factors, including, but not limited to,venue requirements,market area support of rodeos,competition schedule,and an airport with significant lift. C. The National Finals Rodeo, which is one of PRCA's sanctioned events, is an annual,ten-day event recognized around the world as rodeo's world championship. D. The National Finals Rodeo and NFR Experience delivers substantial economic benefits to its host cities by way of thousands of attendees and hotel room nights,along with media coverage through major platforms such as Rural Media Group, The Cowboy Channel, and the Wrangler Network. E. After conducting a highly competitive, multi-state, site selection process pursuant to an application by Arlington and Fort Worth to evaluate the property sites to conduct 2020 Wrangler National Finals Rodeo and the NFR Experience ("Event"), PRCA selected Fort Worth and Arlington for the Event, which is not held more than one time in Texas or an adjoining state in any year. F. The National Finals Rodeo will take place over ten days, from December 3-12, 2020,at Globe Life Field in Arlington,Texas, and numerous other activities collectively known as the NFR Experience will take place in various venues around Fort Worth, Texas. OFFICIAL RECORD Major Events Reimbursement Program Agreement between CITY SECRETARY City of Fort Worth,City ofArlington,and PRCA. 1 of 11 FT. WORTH, TX G. Chapter 478 of the Texas Government Code, (as it may be amended from time to time)("Act")authorizes the Economic Development and Tourism("EDT")to establish the Major Events Reimbursement Program Fund ("Fund"). Funds deposited into the Fund may be used by Fort Worth and Arlington to fulfill its obligations under an event support contract, as defined in the Act, governing the Event. This Agreement is intended to serve as such event support contract. H. The Event is specifically listed in the Act as an event eligible to receive funding under the Act. I. Arlington,as the endorsing municipality in conjunction with the City of Fort Worth, have applied to the EDT for the creation of a Fund for the Event under the provisions of the Act. J. The EDT has analyzed the incremental increase in certain sales and use, hotel occupancy, and mixed beverage tax receipts to be collected by or on behalf of Fort Worth and Arlington and the State of Texas directly and indirectly attributable to the preparation for and presentation of the Event and related activities. K. Based on its analysis, the EDT, by letter to Fort Worth dated September 4, 2020, has determined that it will deposit $6,189,773.00 of State funds into the Fund if matched by $990,364.00 in remittances by or on behalf of Fort Worth and Arlington in equal shares,for a total Fund amount of $7,180,137.00. As endorsing municipalities under the Act, Fort Worth and Arlington will each remit$495,182.00 into the Fund. L. The Act provides that the money in the Fund may be used for the payment of costs relating to the preparations necessary for conducting the event and costs of conducting the event ("Permissible Uses"). M. The obligations of the Parties under the Agreement are set forth in Section 5,which the Parties agree, without limitation, are necessary for Fort Worth and Arlington to provide incremental services necessary for the Event as well as other costs necessary for Fort Worth and Arlington to host the Event, and for PRCA to conduct it. N. Pursuant to Resolution No. 3513-08-2007 adopted on August 14, 2007, the City Council of the City of Fort Worth has authorized the City Manager to negotiate agreements that promote major sporting or athletic events benefitting Fort Worth and secured, in part, on account of the Fund and the provisions of the Act. NOW, THEREFORE, for and in consideration of the premises, undertakings and mutual covenants of the Parties set forth herein and other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Major Events Reimbursement Program Agreement between 2 of 11 City of Fort Worth,City of Arlington,and Professional Cowboy Rodeo Association AGREEMENT 1. RECITALS. The Parties agree that the recitals set forth above in this Agreement are true and correct, and the representations, covenants, and recitations set forth therein are made a part hereof for all purposes. 2. TERM. This Agreement is effective as of September 4,2020 and will remain in full force and effect until the later of(i) December 31, 2021 or (ii) the date as of which all funds have been disbursed in accordance with the Act and with this Agreement,unless terminated earlier pursuant to the terms of this Agreement. 3. .THUSTT]UND DEPOSIT. In consideration of PRCA's selection of Fort Worth and Arlington for the Event, Fort Worth and Arlington, as the endorsing municipalities, will each remit$495,182.00 for a total of $990,364.00 into the Fund,as set forth in the September 4,2020 letter that was issued by the EDT estimating the incremental increase in tax revenue under the Act as a result of the Event and setting forth the contribution to the Fund by Fort Worth and Arlington("Cities'Remittance").The Cities' Remittance is intended to trigger the State of Texas contribution to the Fund under the terms of the Act. The Cities' Remittance plus the contributions by the State of Texas to the Fund in accordance with the Act are referred to herein as the"Total Fund Amount". 4. GENERAL OBLIGATIONS OF THE PARTIES. (a) PRCA. PRCA is obligated to hold and conduct the Event in Fort Worth and Arlington from December 3,2020 through December 12,2020. (b) Fort Worth and Arlington. (i) The Parties recognize that PRCA is the Event expert and has the structure and mechanisms in place to properly and adequately perform the functions necessary to prepare for and conduct the Event. Fort Worth's and Arlington's obligation under this Agreement will be to pay PRCA for the necessary, reasonable, and actual expenses required to prepare for and conduct the Event as a means to reimburse PRCA to help cover the costs of the Event in areas of which Fort Worth and Arlington lack expertise. These expenses may include,but are not limited to, the following: (A) Advertising and marketing promotions of the Events,includingbut not limited to, television and radio broadcast, published media, website,social media,printing and production costs including Event programs and back numbers for Event participants; Major Events Reimbursement Program Agreement between 3 of 11 City of Fort Worth,City of Arlington,and Professional Cowboy Rodeo Association (B) Awards for the Events, including, but not limited to, trophies, plaques, saddles, belt buckles,jackets, vests, boots, hats, grooming products and tack; (C) Cost of specialized arena footing and dirt to be used for the Event, including the delivery and removal prior to and following the Event; (D) Leasing, use fees,transportation, and feed expenses for livestock to be used at the Event; (E) Venue rental costs for use of Globe Life Field; (F) Other rental cost of facilities,including internal billing for the Events; (G) Rental cost of equipment for the Event; (H) . Event decorator; (1) Officials,judges, contract personnel and staff, hired for the Event, and their related expenses; (J) Security and paramedics; (K) On-site veterinarian; (L) Equine drug testing fees; (M) Food provided on-site to Event participants or other personnel necessary to conduct the Event; (N) Travel expenses including lodging, automobile mileage, rental car and commercial airfare for Event participants, staff or other similar persons directly related to the conduct of the Event, provided that said individual does not reside in the events market area; (0) Event Insurance; (P) Photographer,videographer and/or webeaster fees and expenses; (Q) Expenses incurred for health screening and safety protocols for Event attendees, staff and participants; and (R) Production expenses for the Event; including labor,staging, lighting and rigging, (iii) Fort Worth will be responsible for distributing the Total Fund Amount to reimburse PRCA for actual costs incurred by PRCA consistent with Section 4(b)(i) after approval by the City of Arlington, as the authorized endorsing municipality. (iv) PRCA must provide invoices to Fort Worth for expenses incurred for the Event. PRCA must provide any supporting expense documentation as required by the Fort Worth or Arlington or as requested by the EDT to the full satisfaction of both Fort Worth and the EDT for the Event. Fort Worth will make payment(s) to PRCA within thirty(3 0)calendar days after receipt of such payment from the EDT in accordance with the terms of this Agreement. Fort Worth will be responsible for dealing with the EDT with respect to disbursements from the Fund and distributing the Total Fund Amount in accordance with the terms of this Agreement. Any payments to PRCA as set forth in this Agreement are limited to the maximum amount available from and approved for eventual distribution from the Fund established for the Event and must be eligible for payment by the Major Events Reimbursement Program. Under no circumstances will Fort Worth or City of Arlington be obligated to PRCA for more than that maximum sum when, and if, Major Events Reimbursement Program Agreement between 4 of H City of Fort Worth,City of Arlington,and Professional Cowboy Rodeo Association received from the Fund for the Event. PRCA will not seek, and will not be entitled to,payment from Fort Worth orArlington for any costs not distributed by the EDT from the Fund established for the Event. 5. COMMITMENT OF PRCA. Not later than five (5) business days after moneys in the Fund have been distributed in accordance with Section 4 above, PRCA will pay Fort Worth and Arlington an amount equal to the Cities' Remittance($495,182.00 to Fort Worth and $495,182.00 to Arlington). b. DOCUMENTATION. (a) PRCA will cooperate with Fort Worth in documenting costs incurred by PRCA for the Event to evidence the Permissible Uses. (b) PRCA certifies and warrants that all documentation submitted to Fort Worth and Arlington will fully and accurately represent the actual costs incurred by PRCA in hosting the Event and will be consistent with the Permissible Uses under the Act. PRCA will be liable to Fort Worth for any damages resulting from a breach of this section.This section survives the expiration or termination of this Agreement. 7. NON-EXCLUSIVE REMEDIES. Except as otherwise provided herein, no remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, and each and every such remedy is cumulative and in addition to every such remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. It is expressly agreed that the remedy at law for breach by a Party of its obligations hereunder may be inadequate in view of the complexities and uncertainties in measuring the actual damages which would be sustained by reason of either Party's failure to comply fully with each of such obligations. Accordingly, the obligations of each Party hereunder are expressly made enforceable by specific performance. If it becomes necessary for any Party to this Agreement to bring suit to enforce or interpret the provisions hereof,the prevailing Party to such suit is entitled to its reasonable and necessary attorney's fees and costs. 8. TERMINATION FOR CAUSE.. A failure by any Party to comply with any term,provision, or covenant of this Agreement in any material respect will constitute a default If an event of default occurs, the non-defaulting Party will give written notice that describes the default in reasonable detail. The defaulting Party must cure such default within thirty (30) calendar days after receiving notice, unless otherwise agreed to in writing by the Parties. If the Event is cancelled for any reason, then this Agreement will terminate immediately and Fort Worth and Arlington will not be held responsible or liable for its obligations hereunder. Major Events Reimbursement Program Agreement between 5 of 11 City of Fort Worth,City of Arlington,and Professional Cowboy Rodeo Association 9. SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected thereby, and this Agreement will be liberally construed so as to carry out the intent of the Parties to it. 10. NOTICES. Any notice, request or other communication required or permitted to be given under this Agreement will be given in writing by delivering it against receipt for it, by depositing it with an overnight delivery service or by depositing it in a receptacle maintained by the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the respective Parties at the addresses shown herein (and if so given, will be deemed given when mailed).Notice sent by any other manner is effective upon actual receipt by the Parry to be notified. Actual notice, however and from whomever given or received, will always be effective when received. Any Party's address for notice may be changed at any time and from.time to time, but only after thirty (30) days' advance written notice to the other Parties and will be the most recent address furnished in writing by one Party to the other Parties. The giving of notice by one Party which is not expressly required by this Agreement will not obligate that Party to give any future notice. City: PRCA: City of Fort Worth Professional Rodeo Cowboys Association,Inc. Attn: Director,Public Events Dept. Attn: George Taylor, CEO 200 Texas Street 101 ProRodeo Dr. Fort Worth,TX 76102 Colorado Springs, CO 80919 with copies to: the City Manager and the City Attorney at the same address Arlington: City of Arlington Attn: James Parajon Deputy City Manager 101 W. Abram Street Arlington, TX 76010 Major Events Reimbursement Program Agreement between 6 of 11 City of Fort Worth,City of Arlington,and Professional Cowboy Rodeo Association 11. COMPLIANCE WITH LAW&ORDINANCES,RULES AND REGULATI NS. This Agreement is subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the Fort Worth's and Arlington's Charters and ordinances, as amended; provided, however, that any future Charter or ordinance amendment will not be deemed to modify, amend, or negate any provision of this Agreement. 12. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, neither Fort Worth nor Arlington waives or surrenders any of its governmental powers or immunities. 13. NO WAIVER. The failure of any Party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder will not constitute a waiver of that Party's right to insist upon appropriate performance or to assert any such right on any future occasion. 14. YENUE AND JURISDICTION. 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 will 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 will be construed in accordance with the laws of the State of Texas. 15. � THIRDRARTV RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the Parties, and any lawful assign or successor of the Parties, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 16. FORCE MAJEURE. It is expressly understood and agreed by the Parties to this Agreement that if the performance of any obligations hereunder is hindered, suspended, or delayed by reason of war, civil commotion; acts of God; inclement weather; pandemic or epidemic; compliance with any governmental law, ordinance, or regulation; government action or inaction; orders of the government or other circumstances that are reasonably beyond the control of the Party obligated or permitted under the terms of this Agreement to do orperform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the Party so obligated or permitted will be excused from doing or performing the same during such period of, and only to the extent of, such suspension, delay, or hindrance, so that the time period applicable to such performance will be extended for a period of time equal to the period such Party was suspended, delayed, or hindered. It is acknowledged that this Agreement has been entered into during an outbreak of the disease designated as COVID-19 or the related virus designated SARS-CoV-2 (also known as the"coronavirus") (the "COVID-19 Outbreak"). Major Events Reimbursement Program Agreement between 7 of H City or Fort Worth,City of Arlington,and Professional Cowboy Rodeo Association 17. INTERPRETATION In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement will be interpreted fairly and reasonably, and neither more strongly for or against any Party,regardless of the actual drafter of this Agreement. 18. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and will not be deemed a part of this Agreement. 19. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the Parties, and any lawful assign and successor of the Parties, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 20. COUNTERPARTS. This Agreement may be executed iti any number of counterparts with the same effect as if all of the Parties had signed the same document. Counterparts may be delivered via U.S. Mail, facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S.. federal ESIGN Act of 2000, e.g. www.docusipn.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. All fully executed counterparts,whether original executions or scanned or facsimile executions or a combination, will be construed together and will constitute one and the same agreement. 21. AMENDMENT. No amendment, modification, or alteration of the terms of this Agreement will be binding unless the same is in writing,dated subsequent to the date hereof, and duly executed by the Parties hereto. 22. INDEMNIFICATION AND RELEASE. a. PRCA COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, FORT WORTH AND ARLINGTON FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES, EXPENSES,COSTS,FEES(INCLUDING,BUT NOT LIMITED TO,ATTORNEY'S FEES AND COSTS OF DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND SUITS OF ANY KIND OR NATURE,INCLUDING,BUT NOT LIMITED TO,THOSE FOR PROPERTY OR MONETARY LOSS,OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER Major Events Reimbursement Program Agreement between 8 of 11 City of Fort Worth,City of Arlington,and Professional Cowboy Rodeo Association REAL OR ASSERTED, ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM ANY REPRESENTATIONS OR MISREPRESENTATIONS BY PRCA OR ITS RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT. b. IF ANY ACTION OR PROCEEDING IS BROUGHT BY OR AGAINST FORT WORTH OR ARLINGTON IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, PRCA, ON NOTICE FROM FORT WORTH OR ARLINGTON, AS APPLICABLE, WILL DEFEND SUCH ACTION OR PROCEEDING, AT PRCA'S EXPENSE, BY OR THROUGH ATTORNEYS SELECTED BY PRCA AND REASONABLY SATISFACTORY TO FORT WORTH OR ARLINGTON, AS APPLICABLE. C. IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION UNDER THIS SECTION, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE INDEMNIFICATION OBLIGATION AND WILL OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION WILL CONTINUE IN FULL FORCE AND EFFECT. d. This section survives the expiration or termination of this Agreement. 23. AUDIT. PRCA agrees that Fort Worth and Arlington and its internal auditor will have the right to audit (which will include, but not be limited to, the right to complete access to and the right to examine) the financial and business records of PRCA that relate to the expenses of the PRCA described in Section 4 of this Agreement and set forth in documentation providedto the Fort Worth and Arlington pursuant to this Agreement, including, but not limited to, all necessary books, papers, documents, records, and personnel, (collectively "Records") in order to determine compliance with the requirements for reimbursement of expenses pursuant to this Agreement. PRCA will make all Records available to Fort Worth and Arlington at 200 Texas Street, Fort Worth, Texas or at another location in Fort Worth acceptable to the Parties within thirty(30)days after notice by City and will otherwise cooperate fully with Fort Worth and Arlington,as applicable during any audit. Notwithstanding anything to the contrary herein, this section will survive the expiration or earlier termination of this Agreement. 24. ASSIGNMENT. The Parties will neither assign nor transfer their interest herein without prior written consent of the other Party, and any attempted assignment or transfer of all or any part hereof without such prior written consent will be void. This Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors and permitted assigns. Major Events Reimbursement Program Agreement between 4 of]] City of Fort Worth,City of Arlington,and Professional Cowboy Rodeo Association 25. AUTHORIZATION. By executing this Agreement,PRCA's agents affirm that each is authorized to execute this Agreement and that all representations made herein with regard to PRCA's identity, address, and legal status(corporation,partnership, individual,dba, etc.) are true and correct. 26. REVIEW OF COUNSEL., The Parties acknowledge that each Party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting Party will not be employed in the interpretation of this Agreementor exhibits hereto. EXECUTED to be EFFECTIVE as of the date set forth Section 2 of this Agreement: CITY OF FORT WORTH: PROFESSIONAL RODEO COWBO ASSOCIATION,INC a Colora onprofit co oration: Tosus Chang Jesus 0,202013:26Cs� By By: Jesus Chapa George Tayvr Deputy City Manager CEO ll Date: Nov 20,2020 Date: APPROVED AS TO FORM CITY OF ARLINGTON AND LEGALITY: By: — �') 16r��-7 Tyler F. Wallach es Parajon Assistant City Attorney eputy City 30nager Nov 20,2020 Date: Date: 4,ag4Upq�� ATTEST: �poF 0000 rmood ATTEST: Pv8 So =d o °0000000 �c� Mary Kayser daa TEXASbpp Name: a da64b City Secretary Title: ro YecL 0.S �orM OFFICIAL RECORD ` &( s So US CITY SECRETARY FT. WORTH, TX Major Events Reimbursement Program Agreement between P'y ' -/a 10 of City of Fort Worth,City of Arlington,and Professional Cowboy Rodeo Association CITY OF FORT WORTH USE ONLY Contract Compliance Manager: By signing,I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all perform anc d reporting requirements. I Brandy er Program Viordinator OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Major Events Reimbursement Program Agreement between 11 of City of Fort Worth,City of Arlington,and Professional Cowboy Rodeo Association