Loading...
HomeMy WebLinkAboutContract 42931 (2)I �fl , � � _ _ TRUST FUND EVENT SUPPORT CONTRA.CT This TRUST FiJND EVENT SUPPORT CONTRACT {�°Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home-rule municipality organized under the laws of the State of Texas and NATIONAL CUTTING HORSE ASSOCIATION ("NCHA"), a Texas nonprofit corporation. Recitals The City and NCHA hareby agree that the following statements are true and correct and constitute the basis upon which the City and NCHA have entered into this Agreen:ient: A. NCHA operates the Triple Crown of Cutting (the "EvenY'), which is cornprised of three (3) events: Super Stakes & Super Stakes Classic, Suinmer Cutting Spectacular, and World Championship Futurity and occurs not more ihan one time in any year. B. NCHA conducted a highly-campetitive, multi-sta.ie, site-selection pxocess to evaluate the proper venue to conduct the Event and has chosen the Will Rogers Memorial Cen�er to serve as the venue for the Event. C. NCHA has engaged Gerald L. Grotta, Ph.D, of Gxotta Marketing Research ("Grotta") to prepare an Analysis of the Economic Impact of the Triple Crown of Cutting for the Event far pwposes of submitting to the Te�as Compiroller of Public Accounts (the "Comptroller") to deternaine eligible Texas state tax revenues generated by the Events. D. T�. REv. Clv. STa�r, art. 5190.14, § SA, as amended (as it may be amended from time to time} (the "Act") authoxizes the Comptroller to establish the Major Events Tnist Fund (the °`Fund"). Funds deposited into the Fuud may be used by the City to fulfill its obligations under an event support contract, as defined in the Act, governing the Event. This Agreennent is intended to serve as such event support contract. E. The Act provides that the money in the Fund may be used for "...the payment of costs relating to the preparatioxzs necessary ar desirable for the conduct of the event and the payment of costs of conducting the event, including improvenaents or renovations to e�sting facilities or other facilities and costs of acquisition or construction of new facilities or other facilities" (the "Permissible Uses"). NCHA and the City have jointly prepared the plan attached hereto as Exhibit "A" (the "Event Plan"), which outlines the Pern�zissible Uses that the parties agree are, without limitation, necessary for the City to provide incremental services necessazy for the Event as well as othex costs necessary for NCHA to conduct the Event. F. Pursuant to Resolution No. 3513-08-2007 adopted on August 14, 2007, the City Counczl of the City has authorized the City Manager to negoiiate agreements that promote major events benefitting filie City and secured, in part, on account of the Fund and the provisions of tlae Act. Trust Fund Event Support Contract ' City of Fort Worth and NCHA �'' Pag� 1 of 8 ����`' �s .. ,; ��� � . .— � ._ � � _ _ , � �:�� ��e f4����� �6c. � Y-, NOW, THEREFORE, for and in consideration of the premises, undertakings, and mutual covenants of the parties set forth herein and other good and valuabie consideration, the receipt and sufficiency af which is hereby acknowledged, the partzes agree as foliows: ., ..,,.,, The parties agree that the recitals set farth above in this Agreement axe b.•ue 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 November 1, 2011 and shall remain in full force and effect until the latex of (i) December 31, 2012 or (ii) fhe date as of �rhich all funds have been disbursed in accordance vvith the Act and with this Agreement. 3. APPLICATI4N FOR EVENT TRUST FUND DISBURSEMENT. The City has previously applied to the Camptroller for the creation of one or more Major Events Txust Funds (each an "METF") for the Event under the provisions of Act. 4. TRUST FUND DEPOSIT. In consideration of NCHA's selection of Will Rogers Merz�orial Center as the sole site for the Event, the Czty will remit a total of Five Hundred Sixtv-Nine Thousand Three Hundt�ed Twentv-Seven Dollars and No Cents ($569 32�.00) for the Event to the Comptrollex, as set forth in the July 27, 2011, letier that vvas issued by the Comptroller 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 the City (the ��City Remittance"}. The City Ramittance is intended to trzgger the State of Texas contribuiion to the METF{s) under the terms of the Act. The City Remit#ance plus the contributions by the State of Texas io the METF(s) in accordance with the Act shaIl be refe�xed to herein as the 4iTatai Fund Amaunt." Tzust Fund Event Support Contract City of Fort Worth and NCHA Pa�e 2 of S S. DISTRTBUTI4N OF TOTAL FUND AMOUNT. The parkies agree that the Total Fund Atnount will be distributed as follows: {i) frst, to ihe Ciry to reimburse the City's expenses related to the Event, as permitted by the Act and consistent �svith the Permissible Uses as generally ouilined in the Event Plan, up to the Ciiy Retnittance, and (zi) second, within five (5) business days followxng xeceipt by the City of the Tota1 Fund Amount and appropriate expense documentation by NCHA, to the fullest exten# allowable under the Permissible Uses, as generally outlined in the Event Plan, all amounts remaining in the Fund to NCHA to reimburse NCHA for actual costs incurred by NCHA and for enhancements related to fhe Event consistent with the Event Plan. The City will be respansible for dealing with the Comptroller with respect to disb2axsements from the Fund. 5. OBLIGATIONS OF NCHA. In consideration of the benefts set foi•th herein, NCHA will use commercially reasonable efforts to conduct the Event during the Term at Will Rogers Memorial Cenier. NCHA will also cooperate with the Cxty in documenting costs incurred by NCHA for the Event to evidence the Permissible Uses. 7. N4N-EXCLUS�VE REMEDIES. Except as otherwise provid�d herein, no remedy herein con%rred ox reserved is intended ta be excluszve of any other available remedy or remedies, and each and ev�ry such remedy shall be cumulative and shall be 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 agxeed that the remedy at law far breach by a party of its obligations hereundex may be inadequate in view of the complexities , and uncertainties in measuring the actual damages that would be sustained by reason of either party's failure to comply fully with each of such obligations. Accordingly, the obligatians of each party hereunder are expressly made enfoxceable by specific performance. If it becomes necessary for any party fio this Agreement to bring suit to enfarce ar interpret the provisions hereof, the prevailing party to such suit sha11 be entitled to zts reasonable an.d necessary attarney's fees and costs. 8. MUTUAL WANER OF CERTAIN AAMAGES. THE GITY AND NCHA EACH HEREBY EXPRESSLY, IRREVOCABLY, FULLY AND FOREVER RELEASES, WAIVES, AND RELINQY7ISHES ANY AND ALL RIGHT TO RECEIVE PUNITTVE, EXEMPLARY, AND CONSEQUENTIAL DAMAGES FROM TI� �THER PARTY HERETO (4R ANY PAST, PRESENT OR FUTURE 4FFICER, EMPLOYEE, AGENT, REPRESENTATIVE, 4R ADVISOR QF THE OTHER) IN ANY CLAIM, DEMAND, ACTION, SUIT, PR4CEEDING, OR CAUSE OF ACTION IN WHICH THE CITY AND NCHA ARE PARTIES, WHICH IlV ANY WAY {DIRECTLY OR Il�DIRECTLY) ARISES OUT OF, RESULTS FROM, �R RELATES TO ANY OF THE Trust Fund Event Support Contract City of Fort Worth and NCF1A . Page 3 of & FOLLOWING, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER BASED ON CONTRACT OR T�RT OR ANY OTHER LEGAL BASTS: THIS AGREEMENT; ANY PAST, PRESENT, OR FUTURE ACT, OMISSION, CONDUCT OR ACTiVITY WTTH RESPECT TO THIS AGREEMENT; ANY TRANSACTION, EVENT OR OCCURRENCE CONTEMPLATED BY THIS AGREEMENT;. THE PERF(�RMANCE OF ANY OBLIGATION OR THE EXERCISE OF ANY RIGHT UNDER THIS AGREEMENT; OR THE ENFORCEMENT OF THIS AGREEMENT. 9. SEVERABILITY. If any provision of this Agreement is held. to be illegal, invalid, or unenforceable under present or futuxe laws, the legality, validity, and ezx£orceability of the remaining provisions of this Agreement shall not be affected thereby, and ihis Agreement shall 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 u.nder thzs Agreement sha11 be given in writing by delivering it against receipt for it, by depositing ii with an overnight delivery service or by depositzng it in a receptacle maintained by the United States Postal Service, postage prepaid, regisiered, or certified mail, return receipt rec�uested, addressed tn the respective parties at the addresses shown herein (and if so given, shall be deemed gi�ven when mailed). Notice sent by any ot�er manner shall be effective upon_ actual receipt by the �arty to.be notified. Actual notice, however and from whomever given ar xecexved, shall 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 shall be tk�e �nost recent address furnished in writing by one party to the other parties. The giving oi notice by one party which is not expressly required by this Agreement will not obligate that party to give any fnture notice. ' City: Ci af Fort Worth Attn: Dixeetor, Public Events Dept. 1000 Throckmortan Fort Worth, TX 76102 fvith copiss tv: the City Manager and. the City Attorney at the same address 'frust Fund Event Support Contract City ofFort Warth and NCFIA NCHA: National Cuttin� Horse Association Attn: Jeff Hooper, Executive Director 206 Baile,� Fort Worth, Texas 76107 Darren B. Moore Bourland, Wali & Wenzel, P.C. 301 Coz�erce Stxeet, Ste. 1500 Fort Worth, Texas 76102 � � �� • ��i � �,� • + This Agreez�ent zs subject to all applicable federal, state, and lacal laws, ordinances, rules and regulations, including, but not limited ta, all provisions of the City's Charter and ordinances, as amended; provided, hawevez, that any future Charter or ordir2ance amendment sha11 not be deemed to m.odify, amend, or negate any provision of this Agreement. 12. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it goveznmenta� powers or immunities. 13. NQ WATVER. The failure of any party to insist upon the performanca of any term or provision of this Agreement or to exercise any right granied hereunder shall not constitute a waiver af that party's right to insist upon apprapriate performance or to assert any such right on any future occasion. 14. VENUE AND JURISDICTION. If any action, whether xeal or asserted, at law or in equity, arises on the basis of any provision of thzs Agreement, venue for such action shall lie in state courts Iocated in Tar�rant County, Texas or the United States District Court fax the Northezx� District of Texas — Fort Worth Division. This Agreement sha11 be construed in accordance with the laws of the State af Texas. - � . � � , . . Tha provzsions and conditions of this Agresment are solely for the benefit of the City and NCHA and any lawful assign or successor of NCHA, and are �ot ir�tended to create any riglzts, contractual ar otherwise, ta any other pexson or entity. 16. FORCE MAJEURE. It is expressly understood and agre�d hy �lie parties to this Agreement that if tha performance of any obligations hereunder is delayed by reason of war, czvii co�motion, acts of God, inclement weather, or ather ciz•cumsiances #hat are reasonably beyond the cont�ol of the party obligated or permitted under the terms of this Agreement ta do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted sha11 be excused from doing or performing the same during such period of delay, so that the time period applicable to such performance sha11 be e�ended for a period of time equal to the periad such party was delayed. Tmst Pund Evenf Support Contract Ciry of Fort Worth and NCf-IA Pa�a 5 of 8 17. INTERPRETATION. In the event af any dispute over the meaning or application of any provision of this Agreement, this Agxeement shall be interpreted fairly and reasonably, and neither more strongly for ar against any party, regardless of the actual drafter of tliis Agreement. 18. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall noi be deemed a part of this Agreement. 19. ENTIRETY OF AGREEMENT. This Agreement, including any e�ibits attached hereto and any docuznents incorporated herein by reference, c�ntains the entire und.e:rstanding and agreement between the City and NCHA, and any lawful assign and successor of NCHA, as to the rzzatters cantained herein. An� prior or contemporaneous oral ox written agreement is hereby declared null and void to the extent in conflict with any pravision of this Agreement; provided, however, that the Term Sheet Regarding Use oi Events Funds from the State of Texas under tk�e Act between the City and NCHA dated June 27, 201 � sk�alt not be superseded by this Agreement. Tk�is Agreement shali not be amended unless executed in writing by ail parties. 20. COi7NTERPARTS. This Agreement may be executed in any number of counterparts with the same effect as if all of the parties had signed the same document. Such executions may be transmitted to the ather party by digital scan or facsimile and such scanned or :facsimile execution sha11 have the full force and effect of ara oxiginal signature. All fully axecuted counterparts, whether original executions or scanned or facsimile exec�tions or a combination, sha11 be consirued together and shall constitute one and the same agreement. [SIGNATURES APPEAR ON THE F4LLOWING PAGE] Trust Fand Event Support Contract City of FOrt WOrth and NCHA Page 6 of 8 EXECUTED to be EFFECTNE as of the date set forth Section 2 of this Agreement: CITY UF FORT W�RTH: By: Alanis Assistant City Manager APPROVAL REC�MMENDED: � By: Kirk N. Slaug ter ` Director of Public Events APPROVED AS TO FORM AND LEGALITY: �t,�.._ --- C__ Tyler F,,/.'�`Vallach Assistant City Attorney ATTEST: City J. � � NCHA ; � ' . . .• • . - �....� . . �.. ;: , ,. .. _� � �1° :: �: �. -- - — - - � ������1�� �v��em:i: ; �iiY SE�CRET/AR�'� ; F�'A l�Oftl�Hs TX '. Tnis[ Ftmd Event Support Contract City of Fort Worth and NCHA Page 7 oF 8 EXI-IIBIT "A" EVENT PLAN T1�us Event Flan is intended to provide #1�e basis for reimbursement, to the fullest extent provided by Iaw or. regulation, of costs reiating to the preparations necessary or desirable for the conduct of the Event and the payzxient of costs of canducting the Event, including improvements or renovations to existing facilities ar other facilities and costs of acquisition or construction of new facilities or other facilities. Specifically; the Ci�y and NCHA agree that the following costs and e�enses, which will be incurred and related to the Event, are appropriate for reimbursement under the Act as Permissible Uses to be xeiznbursed by the Fund: CitY of Fort Worth Expenses • Improvements or renovations to existing Czty facilities • Maintenance to hold the Event • City of Fart Worth Public Events Department services, including, but not limited ta any and all personnel and administrati�ve costs National Cuttin�Horse Association Ex enses • Purse Payouts • Advertising and Promotion + A�,vards Trust Fund Event Support Contract CiTy of Fort Worth and NCHA �''���''