HomeMy WebLinkAboutContract 59080CSC No. 59080
EVENT FACILITIES FORT WORTH, INC.
P.O. Box 150
FORT WORTH, TX 76101-0150
January 9, 2023
City of Fort Worth
Public Events Department
Attn: Michael Crum
Fort Worth, Texas 76102
Telephone: 817-3 92-2501
Re: Letter Agreement (the "Letter Agreement") between Event Facilities Fort Worth, Inc., a Texas non-
profit corporation (`EFFW" or "Licensor") and City of Fort Worth, Texas, a home -rule
municipality of the State of Texas, acting by and through its duly authorized Assistant City
Manager (the "CiV') for the use of that certain dirt storage facility owned by EFFW.
Dear Mr. Crum:
As you are aware, EFFW, as a support organization to Southwestern Exposition and Livestock
Show, is the owner of certain real property located along Rockwood Drive, in Fort Worth, Tarrant County,
Texas, as depicted on the attached Exhibit "A" (`EFFW Tract'). Licensor has constructed a storage facility
("Storage Facility") on the EFFW Tract to be used for the storage of dirt and livestock footing. Pursuant to
that certain exchange transaction between EFFW and the City consummated May 21, 2014, the City
received a credit to apply against fees incurred by the City for its use of the Storage Facility, which credit
presently equals $172,793.36 (the "Fee Credit").
The parties desire to enter into this Letter Agreement to memorialize the parties' agreement
regarding the storage of certain dirt and livestock footing owned by the National Cutting Horse Association
("NCHA") and the National Reined Cow Horse Association ("NRCHA").
Accordingly, EFFW agrees that, effective July 1, 2022, NCHA and NRCHA may utilize mutually
agreed upon covered dirt storage bins totaling approximately six thousand three hundred (6,300) square
feet within the Storage Facility for the storage of dirt and livestock footing for a term of seven (7) years,
commencing July 1, 2022 (the "Commencement Date") and expiring June 30, 2029 (the "Term"), unless
terminated earlier in accordance with the terms of this Letter Agreement. The City shall pay EFFW an
annual fee ("Storage Fee") equal to $24,684.77 per year, payable in advance. EFFW shall apply the Fee
Credit toward the Storage Fee. The City may terminate this Letter Agreement at any time and for any reason
by providing EFFW with sixty (60) days' written notice of termination. If the City elects to terminate this
Letter Agreement, the City and/or NCHA and NRCHA must remove all dirt and livestock footing from the
Storage Facility within sixty (60) days of providing written notice of termination to EFFW and the portion
of the Fee Credit that was not applied as a Storage Fee prior to the termination of this Letter Agreement
shall remain in place.
The City's, NCHA's, and NRCHA's use of the Storage Facility is subject to reasonable rules and
procedures established by EFFW and attached as Exhibit "B". EFFW in its sole discretion may update the
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
rules and procedures from time -to -time which will be provided to the City, NCHA, and NRCHA in writing.
Any change to the rules and procedures shall be provided to the City, NCHA, and NRCHA with sufficient
notice to enable compliance in a timely manner. EFFW may also use the Storage Facility throughout the
Term, and the parties shall reasonably cooperate with each other to accommodate this joint use.
Neither the City, NCHA, nor NRCHA shall make any alterations or improvements to the Storage
Facility without the prior written consent of EFFW. The City, NCHA, and/or NRCHA must repair any
damage to the Storage Facility or adjacent paving caused by the City, NCHA, and/or NRCHA or anyone
under their control or direction. All use of the Storage Facility under this Letter Agreement must be in
accordance with all applicable laws, rules, regulations, ordinances, and restrictions in effect during the
Term. The City, NCHA, and NRCHA may use the Storage Facility only for the storage of dirt and livestock
footing and may not store any flammable or hazardous materials in or about the Storage Facility or the
EFFW Tract.
EFFW shall not be responsible for the theft, loss, damage, bodily injury or harm, or destruction of
any property of the City, NCHA, and/or NRCHA, third parties using the Storage Facility, or their respective
employees, agents, volunteers, invitees, participants, contractors, and subcontractors, even if the damage is
alleged to arise out of some condition on the Storage Facility or the concurrent negligence of EFFW. The
City, NCHA, and NRCHA assume all liability for, and waive all claims against EFFW for (a) theft, loss,
damage, or destruction of personal property brought into the Storage Facility by the City, NCHA, and/or
NRCHA or anyone they control or direct, and (b) any bodily injury to employees of the City, NCHA, and/or
NRCHA or anyone using the Storage Facility at their direction. EFFW specifically disclaims any warranty,
guarantee, or representation, oral or written, past, present, or future concerning the construction, condition,
and state of repair of the Storage Facility. The City, NCHA, and NRCHA accept the Storage Facility on
an "AS IS" basis, and expressly acknowledge that EFFW MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, SUITABILITY,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE STORAGE
FACILITY.
Neither EFFW, the City, NCHA, nor NRCHA shall be construed, by virtue of this Letter
Agreement, to be the agent, partner, joint venturer, or associate of the other. By execution of this Letter
Agreement, the City does not waive or surrender any of its governmental powers or immunities.
It is understood and agreed that all obligations of City hereunder are subject to the availability of
funds. If such funds are not appropriated or become unavailable, City will have the right to terminate this
Agreement, in which event the City and/or NCHA and NRCHA must remove all dirt and livestock footing
from the Storage Facility within sixty (60) days of providing written notice of termination to EFFW and
the portion of the Fee Credit that was not applied as a Storage Fee prior to the termination of this Letter
Agreement shall remain in place . EFFW agrees that City shall, until the expiration of three (3) years after
final payment under the Agreement, have access to and the right to examine any directly pertinent books,
documents, papers and records of EFFW involving transactions relating to the Agreement. EFFW agrees
that City shall have access during normal working hours to all necessary EFFW facilities and shall be
provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions
of this section. City shall give EFFFW reasonable advance notice of intended audits.
Very truly yours,
EVENT FACIL . ES F MU' WORTII, INC.,
a Texas no ro I r ration
By:
Name: Mattliew R. Cartel -
Title: President
Accepted and agreed to:
CITY OF FORT' WO117'lI, TEXAS
a home -rule municipality of the State of Texas
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By:
William Johnson (Ma 20, 202314:53 CDT)
Name:
Assistant City Manager
RECOIN1N1 - NDF
By:
/y,
Michael Crum
Director of Public Events
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attorney
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A'rresr: pro o=d
By: agar nEzpSapa
Name: Jannette S. Goodall
City Secretary
NO M&C REQUIRED
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Accepted and agreed to:
NATIONAL CUTTING HORSE ASSOCIATION
By:
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Name: \Jgy Winborn
Title NCHA Executive Director
NATIONAL REINED COW HORSE ASSOCIATION
By:
Name:
Title
Accepted and agreed to:
NATIONAL CUTTING HORSE ASSOCIATION
By:
Name:
Title
NATIONAL REINED COW HORSE ASSOCIATION
By: �yYu�CI /leh�P.2�
Name: Emily Ko kel
Title Operations Manager
EXHIBIT "A" TO LETTER AGREEMENT
EFFW TRACT
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ExnmIT f°B" TO LETTER AGREEMENT
RULES & PROCEDURES
Materials and operations must be kept confined to the mutually agreed upon locations and times.
2. FWSSR's representative must be notified one (1) week in advance before accessing the Storage
Facility.
Any person or company providing trucking, equipment operating or material handling services
must be approved by FWSSR.
4. All truck and equipment traffic must stay on the concrete paving at all times. Any damage to the
asphalt paving will be the responsibility of the entity accessing the Storage Facility at the time the
damage occurs.
5. If an event occurs that necessitates the cleanup of stored materials (weather, runoff, flooding, etc.)
the users will be responsible for their proportionate share of the total cost of the cleanup.
6. Lights must be turned off when not in use.
7. Gates must be locked when the Storage Facility is unattended or not in use.
8. The area should be kept neat and clean at all times.
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Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
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Name of Ernloyee/Signature
Title