HomeMy WebLinkAboutContract 55433CSC No. 55433
TRUST FUND EVENT SUPPORT CONTRACT
This TRUST FUND EVENT SUPPORT CONTRACT ("Agreennent") is made and
entered into by and between the CITY OF FORT WORTH ("City"), a home-rule municipality
organized under the laws of the State of Texas; FORT WORTH CONVENTION AND
VISITORS BUREAU, d/b/a VISIT FORT WORTH ("VFW"), a Texas non-profit corporation;
MULTIPURPOSE ARENA FORT WORTH d/b/a TRAIL DRIVE MANAGEMENT
CORP. ("Trail Drive"), a Texas non-profit corporation; at�d UNITED STATES OF
AMERICA WRESTLING ASSOCIATION ("USAW"), an Oklahoma non-profit corporation.
R��TALS
The City, Trail Drive, VFW, and USAW (collectively, "Parties") agree that the following
statements are true and correct and constitute the basis upon which the Parties have entered into
this Agreement:
A. VFW is a Texas non-profit corporation that is organized for the exclusive purpose
of promoting the public interest in the City of Fort Worth, Texas, and its metropolitan area,
B. VFW, through an agreement with the City, has been tasked with providing focused
sports marketing for the City to fiarther entiance the impact of sports tourism on the Fort Worth
area by attracting new investments, expanding the vision of marketing Fort Worth nationally,
creating an increased focus on communiiy events and a vision for venue support and expansion,
and building a larger community-wide focus on sports marketing,
C. Trail Drive is a non-profit corporation created for the purpose of operating the
City's Multipurpose Arena and adjacent support facilitzes for the City, which are more commonly
known as Dickies Arena ("Arena").
D. Trail Drive currently leases, operates, and manages the Arena and adjacent support
facilities on behalf of the City in accordance with that certain Arena Complex Lease Agreement
between the City and Trail Drive dated as of February 21, 20I7 (City Secretary Contract No.
4$733) ("Arena Lease").
E. Pursuant to Section 5 of the Arena Lease, Trail Drive is obligated to use the Arena
for the primary purposes of (i) agricultural, sports, school, community, family, entertainment,
exhibit, banquet, and similar events; (ii) operating facilities for other uses in support of such events;
(iii) hosting indoor and outdoor events; and (iv) any other lawful purposes.
F. USAW operates the 2020 US Olympic Team Trials Wrestling ("Event"), which
specific Event is held not more than one time in Texas or an adjoining state in any year.
G. USAW conducted a highly-competitive, multi-state, site-selection process pursuant
to an application to evaluate the proper venue to conduct the Event and has chosen the Arena to
Events Trast Fund Agreemeni between
City ofFort Worth, USAW, Trail Drive, and VFW
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
serve as the sale venue for the Event or the sole ven�e for the Event in a region composed of Texas
and one or more adjoining states.
H. Cizapter 480 of the Texas Governn�ent Code, as amended {as it may be amended
from time to time} ("Act") authorizes the EDT to establish ihe Eve�xt Trust Fund {the "�und").
Funds deposited into the F�tnd may be used by the City to fulfill its obl�gations und�r an e�rent
support contract, as defined in the Act, governing the Event. This Agreement is inte�ded �a serve
as such e�eni support contract.
L The EDT has analyzed tlle incremental increase in certain sales and use, hotel
accupancy and raaixed beverage tax receipts to be collected by or on behalf of tk�e City ai�d the State
af Texas directly attributable ta the preparafion for and presentation of the Event and z�elated
acfiviti�s.
J. Based on its analysis, the EDT, by letter fio City dated March 10, 2021, has
determined that the State will deposit an estimated amaunt of $209,357.00 a� State fiands into the
Fund if matched by $33,49$.OQ in remittances by or on behalf of the City, for an estirnated total
Fund amount of $242,SSS.Oa. As an et�dorsing munici�ality under the Act, the City has or vcrill
remit $33,498.00 to the EDT fo� deposit into the Fund.
K. Tl�e Act provides that the money in the k'und may be used for tiie payment of costs
i•elating to the preparations necessary for conducti�lg the event aa�d casts of conducting the event
("Pern�issible Uses").
L. The obligations o�the Parties under the Agreement are set fortll i�i Section 5, which
the Parties agree are, without limifiafiion, z�ecessary fo�• the City to pro�ide incremental services
necessary for the Event as well as other costs necessary �ar City, VFW, and Trail Drive to host the
Event ant� for USAW to conduct the Event.
M. Pursuar�t to Resolut'ron No. 3513-08-2007 adopted on August 14, 2007, tl�e Ci�r
Council of the City Ilas au#horized tk�e City Manager to n�gotiate agreements tilat promote events
benefitting the City and secured, in part, on account o�tl�e Fund and the provisions of the Act.
N4W, THEREFORE, for and in consideration of the premises, under�akings, and mutual
covenants of the parties set �orth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acicxzawledged, the parties agree as foliows:
�GREEMENT
1. REC�TALS.
Tl�e Pat-�ies agree that tile reeitals set forth above in �h.is Agreement are true and carrect,
and the representatxons, covenants and recitations set forth therein are rzaade a part hereof for all
purposes.
2. TERI1'I.
�vents Trust Fund Agreement het�veen
City of Fort Worth, USAW, Trail Drive, and VFW 2 of I3
This Agreement is effective as oi Marcl� 10, 2021 and remains in full force and �ffect until
th.e later a� {i) Dec�mber 31, 2021 or (ii} ihe date as of which all funds have been disbursed in
accordance with ihe Act and �vith this Agreement, unless termiilated eariier pu�rsuar�t to the terr�s
of this Agreement.
3. P LI AT F VEN R T t N E
The City, as t��e endorsing municipality, has previously applied to the EDT �or the cxeation
of a Fund for the Event under the pro�isions of the Act.
4. TRUST FUND DEPOSXT.
In consideration of USAW's selection of the Arena as the sole site for the Event, the City
will remit a totaI of $33,498.00 �or tl�e Event ta the EDT, as set forth in the March 10, 2021, letter
that was issued hy the EDT estimating the z��creara�ental increase in tax revenue under the Aet as a
result of the Event and setting forth the contribution ta the Fund by tke Ciiy (ti�� "City
Reamittazice"}. The City Remittai�ce is intended to trigger the State o�' Texas contribution to the
Fund under the terms of the Act. The City Remittance plus tl�e contarzbutions by the State af Texas
ta ihe Fund in accordance with the Act are referred to herein as the "Total Fund A�naunt."
5. N R B I TT N +T E A T
{a) USAW is obligated to IZoId and eonduc� the Event at Dickie's Arena from April 2
through Apri13, 2021
(b) Trail Drive.
{i) Trail Drive, as the City's Lessee and for the benefit of tl�e City, and
consistent with Trail Drive's obligations to tk�e City under the Arena Lease, is
obligat�d to hast the Event.
(ii) T�•ail Dri�e agrees that it will perform its obligatioi3s for hosting the event,
which include, but are not limzted ta, i�e rtems set fortll in Section 5(d)(ii}.
(iii} Trail Drive also agrees tllai the covenants and proxz�ises rnade in this
Agreement, including, but not limited to, Trail Drive's expenses set forth in Section
5(d)(ii) are necessary to prepare for and conduct the Event.
(c) VFW.
(i) VFW agrees that i� will �erform its obligations for hosting the event, which
include, but are not limited to, the items set �orth in Sectian 5(d){ii).
(ii) VFW also agrees that the covenants and promises nnade in this Agreement,
including, but not limited to, VFW's �xpenses set forth in Section 5(d)(ii) are
necessary to prepare for and conduct the Event.
Events Trust Fund Agreement bet�veen
City ofFort Worth, USAW, Trail Brive, and VFW 3 of I3
{d) Cii�.
{i) TI1e City is abligated to host the Event.
(ii} The Parties recognize that VFW and Trail Drive are the Event experts and
hav� the structures and m�chanisms in p1acE ta properly and adequateiy perform
tl�e fitnct�ons necessary to prepare for and conduct the Event. In addition to the
City's obligations set %rtl� in Sectian S(d)(i}, the City's o�aligation under th.is
Agreement are to pay VFW and Trail Drive for the necessary, reasonable, and
actual expenses required to prepare for and conduct the Event as a means io
rei�nburse each of them to 11e1p cover the casts of the Event in areas of which the
City lacks expertise ar may be governed by the Arena Lease. These expenses may
znclude, but are not linnified to, the following:
(A}
�B)
{C}
{D)
{E}
{k')
{G}
{H}
{I)
{J)
{K}
{L}
{M)
{N}
Advertising and marketing promotions of tl�e Events, including but
not limited to, television and radio broadcast, published media,
r�ebsite, social media, biliboards, vii�yl graphics, street banners,
signage, printing and production costs;
Re�tal cost o� £aczlities �ar the Event; incl�.�ding rental depasits,
facility rental and 'znternal bilIing;
Rental cost of equipment far ihe Event;
Decorator and the rental of furnisilings for the Event; including
carpet and mats for event floor, pipe and ctrape;
Seeurity, including rental for metal dct�ctors;
Emergez�cy medical tec�nician/Medic services;
Staff l�ired or con.tracted specif cally �or tl�ze Event;
Expenses related to health screening and safety protocols for eve�lt
participants, staff and attendees;
Photographer, videographer and/or webcaster;
Transportation for event participants and stafF; and
Txavel expenses, including lodging, autorzaobiie mileage, rental car,
and commercial airfare fo�• event participants ar other si�nnilar person
directly related to the conduct of the event, provided that said
individual do�s not reside in the events market area;
Data and telecommunicatian serviees provided at the faciliiy �or the
event;
Additional eleetrical ser�ices provided at facility for the event;
Guarantee fee due to USAW, per License Agreement with Trail
Drive
(iii) The City is responsible for distributing the Total Fund Amount to reimburse
the Trail Drive and V�'W for the expenses set forth in Section 5 as follows:
{ 1) First, tn the Trail Dri�re ta reimburse tihe Traz� Drive for its actual
costs and, tllen, all amounts remaining in the Fund to VFW to
reimburse VFW far its actual costs incurred.
Events Trust rund �lgreement between
Giry of Fart Worth, USAW, Trail Drive, and VFW 4 of 13
{iv) VFW and Trail Drive, as applicable, must provide invoices �o the City �'oz'
expenses incurred for the Event. VFW and Trail Drive, must provide any
supporting expense documentation as required by the Cifiy ar as request�d by the
EDT to the full satisfaction o� Uoth the City and the EDT for the Event. The City
will make payment(s) to VFW and Tz-ail Driv� as appiicable, witliin �hizty {30)
calendaz days after receipt of such payment fram �he EDT in accordance with the
terms of this Agreement. The City will be responszbie �ar d�aling with the EDT
with respect to disbursements from the �"und and distributing the Total Fund
A�nount in accordance with the terms of this Agreement.
(v) Any payments to VFW and Trail Drive, as set forth in this Agreement are
limited to the maximum amount available from and approved for eventual
distribution from the �und established far the Event and must be �ligihle for
payment by the E�ents Trusfi Fund Program. Under no circun�stances will the City
be obligated to VFW and Trail Drive for mare than that maximum sunn when, and
zf, received from the Fund for the Event. VFW and Trail Dri�e will not seek, and
wiil not be entitled to, �ayment from t��e City for any costs not distributed by the
EDT �rom the Fund established for the Event.
{vi} Notwithstandi��g anytihing to the contraty, Czty may �vithhold all
distribution of payments to V�'W aud Trail Drive as applicable, under this section
if any of them have any outstanding obligations owed to the City pursuant ta any
contract witl� the City. If the City withholds any fiznds for this reaso�i, then the City
wilI provide a written statement to the applicable party, detailing the outstanding
obligations. Tlae af�ected party will have thirty (30) calendar days from the date it
receives City's written statement to cure any such outstan.ding obligations ("Cure
Period"}. The Cure Period can be extended by written agreemen.t o£ �he City and
the affected party. Notice will be as prescribed in Section I2. If the affected party
cures its outstanding obligations within the Cure Period, then tlie City will make
distributians �z-om the TotaI Fund Amount in accoz-dance with the procedures set
forth in in this Sect�on, whicl� procedures will begin anew o�i the date thc affected
party cures its outstanding obligatians to tlle City. If affected party fails to cure its
obligations within the Cure Period, then the City has the absoiute rigl�t ta offset ar�y
amount owed to the City by Trail Drive against the Total Fund Aanount and take
ii�unediate possessioi� of such fi.mds to saiisfy all outstanding obligations. The City,
VFW and Trail Drive acknowledge that any such offset will not be construed as a
distribution of Funds under this Agreement, but as payment by the af�ected party
o�fixnds owed to t11e City for application taward any outstanding obligations owed
to the City. Z� the City �xercises its right of of�`set, then the affected party hereby
waives it right to receive ar�y reimbursemeni or distribution �ro�n the Total Fund
Amount under this Agreement that is subject to the offset amount. To the extent
that an� funds remain from the To�a� Fund Amount after the City applies the above-
stated o��set, then the City wili distribute such fi�nds in accordance witl� the terms
of this Agreement. Z� the a�fset is not sufficient to discharge all of the affecied
party's outstanding obligations to the City, then the affected party wzll continue to
��ents Trust Fund Agreement between
City of �'ort Worth, USAW, Trail Drive, and VPW � af 13
be obligated to pay the City all amounts reacx�ainzng after application of tl�e offset,
and the City will retain alI legal rights and remedies available to zt to collect such
amaunts.
�. COMM�"�'M��TT (_)�+' T,i�„A��� DRIV�.
(a} Not later than five (5} business days after moneys in the Fund have been distribu�ed
in aecordance c�vith Section 5 abov�, Trail Drive will pay the City the following an a�nount equal
to the City Remittar�.ce.
{b} VFW and Trail Drive must immediately provide the Director of the City's Public
Events Department ar that person's authorized designee ("Director"} with the co�tact in�ormation
of ihe person{s) at the USAW that is i•esponsible for directing the Event and will not object to the
Director contac�ing suc� person(s) when, and if, necessary to ensure compliance with this
Agreement.
7. �OCUMENTATION.
(a} VFW and Trail Drive must cooperate wiih tl�e City in docuinenting eosts incurred
by VFW and Trail Drive far the Event to e�vidence the Permissible Uses.
(b} VFW and Trail Drive he�•eby certi�es and r�arrants that ali docunlentation
subrnitt�d to the City fully and accurately represents the actual costs incurred by VFW and Trail
Dri�e in hosting the Event and is consistent with the Permissible Uses undex t��e Act. VFW and
Trail Drive will be liable to the City for any damages resulting from a breach of this section. This
section survives fihe expiration or termiiiation of this Agreement.
S. NON-EXCLUSIVE Fi�MF�Y��.
Except as otherwise provided herein, no remedy herein conferred or reserved is zntez�ded
to be exclusive of any other available remedy or remedi�s, ai�d eaclz and e�ery such reinedy to be
cumulative and in addition to evezy such re�x�.edy given under this Agreement or now or hereafter
existing at Iaw or in equity or by statute. It is expressly agreed that fhe remedy at law for breach
by a parry of its obligations hereunder may be inadequate in view of the comple�i�zes and
uncertainties in measuring the actual damages which would be sustained by reason of either party's
failure to comply fully with each o� such obligations. Accordingly, the obligations of each party
hereunder are expressly made enforceal�ie by specifzc per�ormance. If it becomes necessary for
any parly to this Agreement to bring suit to enforce o�• interpret the provisians hereof, the prevailing
party tn such suit is entitled to its reasonable and necessary aitorney's fees and costs.
Events Trust Fund Agreement between
City of Fort Warih, USAW, Trail Drive, and VFW G of 13
� � � ��.�� ..��1�.��.�
The City may ternainate this Agreement if V�'W, Trail Drive, or USAW £ails �o camply
with any term, provision, ar covenant of this Agareement in any material respect. If an event of
default occurs, City will give written noiice to VFW, Trazl Drz�e, or USAW, as applicable, that
describes the de�ault in reasonabl� detail. VFW, Trail Dri�e, and USAW, as applicabl�, must cure
such default within thirty (3Q) calendar days aft�r receiving notice from City, unless otherwise
agreed to in writing by the parties. If t��e Event is cancell�d for any reason, then this Agreement
will terminate immediately and the City will nofi be �eld responsible or liable for its obligations
hereundez-.
l�. MUTUA� WA�IVER OF CERTA�N DAMAGES.
THE PARTIES HEREBY EXPRESSLY, IRREVOCABLY, FULLY AND FOREVER
RELEASE, WAIVE, AND RELINQUISH ANY AND ALL RIGHT TO RECEIVE PUNITIVE,
EXEM�'LARY AND CONSEQUENTIAL DAMAGES FROM THE OTHER PARTIES
HERETO (OR ANY PAST, PRESENT OR FUTURE OFF�CER, EMPLOYEE, AGENT,
REPRESENTATIVE, OR ADVISOR OF THE OTHER) IN ANY CLAIM, DEMAND, ACTION,
SUTT, PROCEEDING OR CAUSE QF ACTION TN WHICH THE PARTIES ARE PART�ES,
WHICH 1N ANY WAY (DIRECTLY OR INDIRECTLY) ARISES OUT OF, RESULTS FROM
QR RELATES TO ANY OF THE FOLLOWING, IN EACH CASE WHETHER NOW
EXZSTING OR HEREA�'TER ARISING AND WHETHER BASED ON CONTRACT OR TORT
OR ANY OTHER LEGAL BASrS: THIS AGREEMENT; ANY PAST, PRESENT OR FUTURE
ACT, OMISSION, C�NDUCT OR ACTTVITY WITH RE�PECT TO THIS AGREEMENT;
ANY TRANSACTION, EVENT QR OCCURRENCE CONTEMFLATED BY THIS
AGREEMENT; THE PERFORMANCE OF ANY OBLIGAT�ON OR THE EXERCISE OF ANY
RIGHT UNDER THIS AGREEMENT; OR THE ENFORCEMENT OF THIS AGREEMENT.
11. SEVERABILITY.
If any provision of thzs Agreement is held to be illegal, invaiid or unenforceabie undez�
present or future Iaws, the legality, validify and en£arceability of the rernaining provisions of this
Agreement will not be affeeted thereby, and this Agreernenf is lii�erally construed so as to cany
out the intez�fi o� the parties fo it.
12. N TI E .
Any notice, request or other communication required ar pez-rraztted to be gi�en under this
Agreement will be given in wz�iting by deliv�ring it against recei�t for it, by depasiting it witk� an
overnight delivery service or by depositing it in a receptacle maintained by the Uniied �tates Postal
Service, postage prepaid, registered or certifzed mail, return r�ceipt requesied, addressed to the
respecti�e parties at the addresses shown ��erein {and if sa given, will be deemed given when
mailed). Notice se�t by any ather manner will be effective upon actual rece�pt by the party to be
notified. Actual notice, I�owever and �rom wllomever given or received, will always be ef�Fective
when received. Any party's address for notice may be changed at any time and from time �o time,
Events Trust Fund Agree�nenf bet�veen
City oF�ort WortE�, USAW, irail Drive, and VFW 7 of 13
but only after thir�y (30) days' advance written notice to the ather parties and will be fhe most
recent address fi�rnished in writing �y one party to tlze other parties. The giving of notice by ane
party which is not expressly required by this Agreement will not obligate that party to give any
future notice.
Cify:
Ci�y of Fort Worth
At�n: Diz'ectar, Public Events Dept
200 Texas Street
Fort Worth, Texas 76102
with copies to:
the Czty Manager and
the Ciiy Attoz-z�ey
at the same addaress
VFW:
Visrt Fart Worth
Attn: Bob Jameson
111 W. 4��' Street, Ste. 200
Fort Worth, Texas 76102
Trail Drive:
Trail Drive Managerz�ent Corp.
Attn: Matt Homan, President
191 I Montgomery Street
Fart Warth, Texas 7b107
L1�+Y\►a��
USA Wrestling
Attn: Riclz Bender
6155 Lehman Drive,
Colorado Springs, CO 80918
13. MP N WITH AW R S ND E LA I N.
This Agareerzaent is subject ta all applicable f�d�ral, state and local laws, ordinances, rules
and regulations, including, but not limited to, all pro�zsions of tl�e City's Cllarter and ordinanc�s,
as amended; provided, however, that any future Charter or ordina�ace ame�dment will nat be
deemed to modify, ainend, or negate any provision of this Agreemeni.
�� i1T_..� .- �� 1• ��
It is understood thai, by execution of this Agreement, the City does not wai�ve ar surrender
any o� its go�ernm�ntal powers or immunities.
15. NO WAiV�R.
The failurE of any Party to insist upon the performance a� az�y tearzn or provisian of �his
Agreennent or to exercise any right granted hereunder will not constitute a waiver of that party's
right to insist upon appropriate perforznance ar to assert any such right on any future occasion.
Events TrusC Fund Agreement bet�i�een
City af Port WortU, USAW, Trail Drive, and VFW 8 af 13
16. V N ND R T
If any action, whether real or asserted, at law or in equity, arises on the basis af any
provision of this Agreement, v�nue for such action will lie in state courts located in Tarrant County,
Texas or the United Sta�es District Court for th� Northern District of Texas — Fort Worth Division.
This Agreement will be construed in accardance vsrith the laws of the State of T�xas.
17. NC? THIRD-PARTY RIGHTS.
The pravisians and conditions of t�iis Agreement are solely for the beneft of the Parties,
and any lawFul assign or successor of Trail Drive, VFW, or USAW, ar�d �e not intended to create
any rights, contraetual or oiherwise, to any other person or entity.
18. FORCE MAJEURE.
{a) It is e�pressly understoad and agr�ed by the parti�s to this Agreement that, if the
performance of any obligations hereunder is delayed or cancelled by reason of war; eivil
cornrnotion; acts of God; unusually inclement or severe weather condifiions; �ire; pandemic
(ineluding, but not limited to, COVID-I9); epidemic; declaration of disaster or emergency by the
State o�` Texas, Tarrant County, or the City of �ort Worth; or other circuinstances that are
reasonably beyond the cantrol of the applicable party obligated or permitted under the terms of
this Agreernent to do o�• perforz-n �he saraae, regardless of vvhether any such circumstance is similar
to any of those enumerated or not, the Party so obligated oz• pernnitted will be excused from doing
ar p�rforming the same during such period of delay, so tl�at the time period applicable fio suc�
per�armance will b� extended for a period of time equal to the period such party was delayed,
unless fihe same results in canceling tlle E�ent.
(b) Measures taken by the ��F�'zce o�' Hameland Security/O�fice of Emergency
Preparedness ("OHS"), State of Texas, Tarrant County, or the City o� Fort Wartkz to close faczlities
ar venues related to tile Event, for any reason, is an act of government and, as such, is also
considered a force majeure ev�nt.
I 9. INTERPRETA_T_��N.
In the event of any dis�ute over the meaning or applicatian of any provision a� tlais
Agreement, this Agreement will be interpreted fairly and reasonably, and neither more strai�gly
for ar againsfi any party, regardless of tlle actual drafter of this Agreement.
20, CAPTIONS.
Captians and headings used in this Agreement are for reference purposes only and will not
be deemed a part of this Agree�xaent.
Events Trust Fur�d Agreement bet���een
City of �'ort WortE�, USAW, Trail Drive, and V�W 9 af 13
21. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents incorporated
herein by re�e�-ence, contains the entire understanding and agreement b�tween the Parties, and any
lawful assign and successor of TraiI Drive, V�W, oar USAW, as to the matters contained herein.
Any prior or contemporaneous oral or written agreement is hereby declared null and void fio the
extent in canflict with any provision of this Agreement.
22. COUNTERPARTS.
This Agreement may be executed in any number of counterparts with the saame e�%ct as ii
all oi the Parti�s had signed the sam� documEnt. Such executions may be transmitted to the other
party by d'zgital scan or facsirnile and such scanned or facsimil� �xecution will have the full force
and effect of an originai signature. A�l �ully e�ecufed counterparts, whether original executio�ls or
scanned or facsimile executions or a combination, will be co�stzued togethez' and will cans�ztute
one and tl�e same agreement.
23. AMENDMENT.
Na at�nendment, rnadification, or alterat'ron of the terins oithis Agreeinent will be binding
unless the same is in writing, dated subsequen.t to the date hereo�, and duly executed by the Parties
hereto.
24. INDEMNIFICATIQN AND RELEASE.
{a) TRAIL DRIVE, VFW, AND USAW COVENANT AND AGREE TO AND DO
HEREBY INDEMN�FY, HOLD HAR.MLESS, AND DEFEND, AT THEIR OWN
EXPENSE, CITY FROM AND AGAINST ANY AND ALL CLA�MS, LAWSU�TS,
JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOS�SES, EXPENSES, COSTS,
FEES (INCLUDING, BUT NOT LYMYTED TO, ATTORNEY'S FEES AND COSTS OF
DEFENSE}, PROCEEDINGS, DEMANDS, DAMAGES, LIABYL�TIES, AND SUITS OF
ANY KIND OR NATURE, �NCLUD�NG, BUT N�T LIMITED TO, TH05E FOR
PROPERTY OR MONETARY LO,SS, OR OTHER HARM FOR WH�CH RECOVERY OF
DAMAGES TS SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER
REAL QR AS�ERTED, ARI5ING OUT OF, �N CONNECTTON WITH, OR RESULTING
FROM ANY REPRESENTATI�NS QR MISREPRESENTATIONS BY TRAYL DRIVE OR
USAW AND THEIR RESPECT�VE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS,
MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE
EXECUTYON, PERFORMANCE, ATTEMPTED PERFORMANCE, OR
NONPERFORMANCE OF THIS AGREEMENT.
(b) IF ANY ACTION OR PROCEEDING IS BRUUGHT BY OR AGA�NST THE
CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, TRAIL DRIVE OR
USAW, AS APPLICABLE, ON NOTICE FROM CITY, MUST DEFEND SUCH ACT�ON
E�ents Trust Fund Agreement bat�vean
CiEy of Fort Worth, USAW, 'irail Drive, and VFW ] 0 of 13
OR PROCEED�NG, AT THEIR OWN EXPEN�E, BY OR THROUGH ATTORNEYS
REASONABLY SATISFACTORY TO CITY.
(c) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIQNS NOW
OR HEREAFTER IN EFFECT AND AFI'ECTING THE VALID�TY OR
ENFORCEABILITY OI' THE INDEMNYFYCATTON OBLIGATION UNDER THIS
SECTION 24, SUCH LEGAL L�MITATIONS ARE MADE A PART OF THE
INDEMNIFICATION OBLIGATION AND WILL OPERATE TO AMEND THE
INDEMNIFICATYON OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO
BR�NG THE PROVISION YNTO CONFORM7TY WITH THE REQUIREMENTS OF
SUCH LIM�TAT�ONS, AND AS SO MODYF�ED, THE INDEMNIFICATION
OBL�GATION WILL C�NT�NUE IN FULL I+ORCE AND EFFECT.
{e) This section survive �he expiration or terrnination of th'rs Agreement.
2S. ATT�-
Trazl Dzive, VFW, anci USAW agree that City and its internal auditor will IZave the right to
audit, which includes, bufi zs no� limi�ed to, the right to con�pl�te access ta and the right to examine,
the financial and business records of Trail Drive and USAW that relate to the documentation
p�•ovided to t11e City pursuant to this Agreement, including, but z�ot li�ni�ed to, all necessary books,
papers, documents, records, and perso�lnel, (coileciively "Records") zn order ta deter�ine
coz�plxanee rnriYl� this Agreement. Trail Drive, VFW, and USAW will inake aIl Recoard�s available
to City at 20� Te�as Street, Fort Worth, Texas or at another location in City acceptable to both
parties within thirry (30) days after notice by City a�zd atherwise coo�erate fully wiih City duri�zg
any audit. Noiwithstanding anytl�ing to the contraiy herein, this section survives the ex�iration or
earIier termination of this Agreement.
26. ASSIGNMENT.
Tlle Parties will not assig�� or trans%r its interest herein wit��out prior written consent of
the other party, and any attempted assignment or trans�er of all or any part hereof wrtllaui such
przor rnn•itten consei�t are void. This Agreement is binding on and will in�ire to the bene�t of th.e
Parties and t�eir �•espective successors and permitted assigns.
27. AUTHORIZATTON.
By ex�cuting this Agreement, USAW's, Trail Drive's, and VFW's agents a�'��rm that each
is aut�orized ta execute this AgreEment and that aIl representations made herein with regard to
USAW's, Trail Drive's, a.r�d VFW's identity, address, and legal status (corporation, partnership,
individual, dba, etc.) are true and correct.
28. REV�EW OF COUNSEL.
The parties aeknowledge that each paz-Ey and its counsel have reviewed and revised this
Agreement and that ihe normal rules of construction to the effect tha� a�y az�biguities are to be
Eve�Es Trust Fund Agreement l�et�veen
City of Fort Worti3, USAW, Trai] Drive, and VFW 1 I of 13
resolved against the drafting party will not be employed in the interpretation of this Agreement or
exhibits hereto.
: •l�3�J`�L���►.���1�.l+ -.�!
This Agreement may be executed by electronic signature, which will be considered as an
originaI signature for alI purposes and have the same force and effect as an original signature. For
these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g.
via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted
via software such as Adobe Sign.
EXECUTED to be EFFECTIVE as of the date set forth Section 2 of this Agreement:
CITY OF FORT WORTH:
MULTIPURPOSE ARENA FORT WORTH
D/B/A TRAIL DRIVE MANAGEMENT
CORP., a Te� as non-profit corpoz•ation:
By:.
Jesus Chapa
Deputy City Manager
�-�.-=�GL, -r
Date: ��s�s �. �h3p, ���3r �9, �o�� ��:�z ��T,
APPROVED AS TO FORM AND
LEGALITY
�. uJ�
Tyler F. Wallach
Assistant City Attorney
ATTEST:
�����
Mary Kayser
City Secretary
Even s Trust Fund Agraement bet�veen
City of Fort Worth, USAW, i'rail Drive, and VFW
By:_—)
Nicole E
Director
Date: 3�17/21
UNITED STATES OF AMERICA
WRESTLING ASSOCIATION
aN Oklahoma nonpx-o�'it
B '
Rich Bender
Executive Director
Date:_�% r � i2-I
FORT WORTH CONVENTION AND
VISITORS BUREAU, �l/b/a Visit Fort
Worth, a Texas nonprofit corporation
b : / �`��X' d� .
Y
Robert Jameson
CEO
Date: 3/18/2021
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
I2 of 13
.......................................................................................................,...--------------------------------------------------
CITY �F FORT WORTH USE ONLY
Contract Coxnpliance Manager:
By signing I acknowledge tliat I am the person responsible
far the monitoring and administration of this contract, including
ensu�-ing all performanc� and reparting requir�ments.
��q��� Wq����
BrandyWagner(Marl ,202110:07CDT)
Brandy Wagner
Pxogram Caordinator
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Events Trust Pund Agreement between
City offor� Worth, USAW, Trail Drive, and VFW 13 of 13