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HomeMy WebLinkAboutContract 60674CSC No. 60674 TRUST FUND EVENT SUPPORT CONTRACT This TRUST FUND EVENT SUPPORT CONTRACT ("Agreement") 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; and the AMERICAN ATHLETIC CONFERENCE ("Company"). RECITALS The City, Trail Drive, VFW, and Company (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 Foti 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 further enhance the impact of sports tourism on the Fort Worth area by attracting new investments, expanding the vision of marketing Fort W01th nationally, creating an increased focus on community events and a vision for venue supp01i and expansion, and building a larger community-wide focus on spo1is marketing. C.Trail Drive is a non-profit corporation created for the purpose of operating the City's Multipurpose Arena and adjacent suppo1t facilities 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 ce1tain Arena Complex Lease Agreement between the City and Trail Drive dated as of February 21, 2017 (City Secretary Contract No. 48733) ("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, ente1tainment, 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.Company operates the 2024 AAC Women's and Men's Basketball Championship ("Event"), which specific Event is held not more than one time in Texas or an adjoining state in any year. Events Trust Fund Agreement between City of Fort Worth, AAC, VFW, and Trail Drive 1 of 12 G. Company 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 serve as the sole venue for the Event or the sole venue for the Event in a region composed of Texas and one or more adjoining states, the terms of which are governed by a multi-year agreement between the parties (2022-2026). H. Chapter 480 of the Texas Govetnment Code, as amended (as it may be amended fi•om time to time) ("Act") authorizes the EDT to establish the Event Trust Fund (the "Fund"). Funds deposited into the Fund may be used by the City to fulfill its obligations under an event support contract, as defined in the Act, govet•ning the Event. This Agreement is intended to serve as such event support contract. L The EDT has analyzed the incremental inct•ease in certain sales and use, hotel occupancy and mixed beverage tax receipts to be collected by or on behalf of the City and the State of Texas directly attributable to the pt•eparation for and presentation of the Event and related activities. J. Based on its analysis, the EDT, by letter to City dated November 14, 2023, has determined that the State will deposit an estimated amount of $402,560.00 of State funds into the Fund if matched by $64,410.00 in remittances by or on behalf of the City, for an estimated total Fund amount of $466,970.00. As an endorsing municipality under the Act, the City has or will remit $64,410.00 to the EDT for deposit into the Fund. K. The Act pr•ovides that the money in the Fund may be used for the payment of costs r•elating to the preparations necessary for conducting the event and costs of conducting the event ("Permissible Uses"). L. The obligations of the Parties under the Agreement are set fot-th in Section 5, which the Parties agree are, without limitation, necessaiy for the City to provide incremental services necessary fot• the Event as well as other costs necessary for City, VFW, and Trail Drive to host the Event and for Company to conduct the Event. M. Pursuant to Resolution No. 3513-08-2007 adopted on August 14, 2007, the City Council of the City has authorized the City Manager to negotiate agt•eements that promote events bene�tting the City and secured, in pat�t, on account of the Fund and the provisions of the Act. NOW, THEREFORE, for and in consideration of the premises, undertalcings, 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: Events Trust Fund Agreement between City of Fort Worth, American Athletic Conference, Trail Drive, and VPW 2 of 12 AGREEMENT L RECITALS. The Pai-ties agree that the t•ecitals set forth above in this Agreement are trlie and correct, and the representations, covenants and recitations set forth therein are made a part hereof fot� all purposes. 2. TERM. This Agreement is effective as of November 14, 2023 and remains in full force and effect until the later of (i) December 31, 2025 or (ii) the date as of which all funds have been disbursed in accordance with the Act and with this Agreement, unless teiminated earlier pursuant to the terms of this Agreement. 3. APPLICATION FOR EVENTS TRUST FUND DISBURSEMENT. The City, as the endorsing municipality, has previously applied to the EDT for the creation of a Fund for the Event under the provisions of the Act. 4. TRUST FUND DEPOSIT. In consideration of Company's selection of the At•ena as the sole site for the Event, the City will r•emit a total of $62,647.00 for the Event to the EDT, as set forth in the November 15, 2022, letter that was issued by the EDT estimating the incremental increase in tax revenue undet• the Act as a result of the Event and setting forth the contribution to the Fund by the City (the "City Remittance"). The City Remittance is intended to trigger the State of Texas contribution to the Fund under the terms of the Act. The City Remittance plus the contt•ibutions by the State of Texas to the Fund in accordance with the Act are referred to herein as the "Total Fund Amount." 5. GENERAL OBLIGATIONS OF THE PARTIES. (a) CompanX. (i) Company, is obligated to hold and conduct the Event at the Arena from March 9-17, 2024. (ii) Company also agrees that the covenants and promises made in this Agreement at•e necessary for conducting the Event. (b) Trail Drive. (i) Tt�ail Drive, as the City's Lessee and for the benefit of the City, and consistent with Trail Drive's obligations to the City under the Arena Lease, is obligated to host the Event. Events Trust Fund Agreement between City of Fort Worth, American Athletic Conference, Trail Drive, and VFW 3 of 12 (ii) Trail Drive agrees that it will perform its obligations %r hosting the event, which include, but at�e not limited to, the items set forth in Section 5(d)(ii). (iii) Trail Drive also agrees that the covenants and promises made in this Agreement, including, but not limited to, Trail Drive's expenses set foi�th in Section 5(d)(ii) are necessary to prepare fot• and conduct the Event, (c) VFW. (i) VFW agrees that it will perform its obligations for hosting the event, which include, but are not limited to, the items set fot�th in Section 5(d)(ii). (ii) VFW also agrees that the covenants and promises made in this Agreement, including, but not limited to, VFW's expenses set forth in Section 5(d)(ii) are necessary to prepare for and conduct the Event. (d) Citv. (i) The City is obligated to host the Event. (ii) The Parties t•ecognize that VFW, Trail Drive, and Company are the Event experts and have the structures and mechanisms in place to properly and adequately perform the functions necessary to prepare for and conduct the Event. In addition to the City's obligations set fot•th in Section 5(d)(i), the City's obligation under this Agreement are to pay VFW and Trail Drive, for the necessat•y, reasonable, and actual expenses required to prepare for and conduct the Event as a means to reimbuise each of them to help cover the costs of the Event in areas of which the City lacks expertise or may be governed by the Arena Lease. These expenses may include, but are not limited to, the following: (A) (B) (C) (D) Advertising and marketing promotions of the Event, including but not limited to, broadcast and published media, printing and production costs, signs, banners, flags and billboards; Rental cost of facilities foi• the Event; Rental cost of equipment for the Event and Fan Fest portion of the event; including but not limited to, staging, lighting, tables, chairs, bleachers, audio and visuai equipment; Officials, judges and staff hired or contracted specifically for the Event; (E) Security and paramedics; (F) Food provided on-site to event participants or other personnel necessary to conduct the event; (G) Travel expenses including lodging, automobile mileage, rental car and commer•cial airfare for event participants or other similar persons directly t•elated to the conduct of the event, provided that said individual does not reside in the events marlcet at•ea; and Events Trust Fund Agreement between City of Fort Worth, American Athletic Conference, Trail Drive, and VFW 4 of 12 (H) Ticket revenue shai•e required per agreement with the Arena and Company; (I) Expenses incurred for health sci�eening and safety protocols for event attendees, staff and participants; (J) Barriers and Barricades; and (K) Portable restrooms, trash receptacles, sanitizing stations. (iii) The City is responsible fot• distributing the Total Fund Amount to reimburse the Trail Drive and VFW for the expenses set forth in Section 5. (iv) VFW and Trail Drive, as applicable, must provide invoices to the City for expenses incurred for the Event. VFW and Trail Drive, must provide any supporting expense documentation as required by the City or as requested by the EDT to the fiill satisfaction of both the City and the EDT for the Event. The City will malce payment(s) to VFW and Trail Drive, as applicable, within thirty (30) calendar days after receipt of such payment from the EDT in accordance with the terms of this Agreement. The City will be responsible for dealing with the EDT with respect to disbursements fi�om the Fund and distributing the Total Fund Amount in accot•dance with the terms of this Agreement. (v) Any payments to VFW and Trail Drive, as set forth in this Agt•eement are limited to the maximum amount availabie fi•om and approved for eventual distribution fi•om the Fund established for the Event and must be eligible for payment by the Events Trust Fund Program. Under no circumstances will the City be obligated to VFW or Trail Drive, for mor•e than that maximum sum when, and if, received from the Fund for the Event. VFW and Trail Drive, will not seek, and will not be entitled to, payment fi�om the City for any costs not distributed by the EDT from the Fund established for the Event. (vi) Notwithstanding anything to the contrary, City may withhold all distribution of payments to VFW or Trail Drive, as applicable, under this section if any of them have any outstanding obligations owed to the City pursuant to any contract with the City. If the City withholds any funds for this reason, then the City will provide a written stateinent to the applicable party, detailing the outstanding obligations. The affected party will have thirty (30) calendar days ft•om the date it receives City's written statement to cure any such outstanding obligations ("Cure Period"). The Cure Period can be extended by wt•itten agreement of the City and the affected party. Notice will be as prescribed in Section 12. If the affected party cures its outstanding obligations within the Cure Period, then the City will make distributions fi�om the Total Fund Amount in accordance with the procedures set forth in in this Section, which procedures will begin anew on the date the affected party cures its outstanding obligations to the City. If affected party fails to cure its obligations within the Cure Period, then the City has the absolute right to offset any atnount owed to the City by Trail Drive against the Total Fund Amount and talce immediate possession of such funds to satisfy all outstanding obligations. The City, VFW, Trail Drive, and Company acicnowledge that any such offset will not be Events Trust Pund Agreement beriveen City of Fort Worth, American Athletic ConFerence, Trail Drive, and VFW 5 of 12 construed as a distribution of Funds under this Agreement, but as payinent by the affected party of funds owed to the City for application toward any outstanding obligations owed to the City. If the City exercises its right of offset, then the affected party hereby waives it right to receive any reimbursement ot• distribution fi•om the Total Fund Amount under this Agreement that is subject to the offset amount. To the extent that any funds remain fi�om the Total Fund Amount after the City applies the above-stated offset, then the City will distribute such funds in accordance with the terms of this Agreement. If the offset is not sufficient to dischat•ge all of the affected pat•ty's outstanding obligations to the City, then the affected party will continue to be obligated to pay the City all amounts remaining after application of the offset, and the City will retain all legal r•ights and remedies available to it to collect such amounts. 6. COMMITMENT OF VFW. (a) Not later than five (5) business days aftei• moneys in the Fund have been distributed in accordance with Section 5 above, VFW will pay the City an amount equal to the City Remittance. (b) VFW, Trail Drive, and Company must immediately provide the Director of the City's Public Events Department or that person's authorized designee ("Director") with the contact information of the person(s) at the Company that is responsible fot� directing the Event and will not object to the Director contacting such person(s) when, and if, necessaiy to ensure compliance with this Agreement. 7. DOCUMENTATION. (a) VFW and Trail Drive must cooperate with the City in documenting costs incurred by VFW and Trail Drive for the Event to evidence the Permissible Uses. (b) VFW and Trail Drive hereby cet�tify and warr•ant that all documentation submitted to the City fully and accurately represents the actual costs incurred by VFW and Trail Drive in hosting the Event and is consistent with the Permissible Uses under the Act. VFW and Trail Drive will be liable to the City fot• any damages resulting fi�oln a breach of this section. This section survives the expiration or termination of this Agreement. 8. 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 evet•y such remedy to be cumulative and in addition to every such remedy given undet• this Agreement or now or her•eafter 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 necessaty for• Events Trust Fund Agreement beriveen City of Fort Worth, American Athletic Conference, Trail Drive, and VFW 6 of 12 any pai�ty to this Agreement to bring suit to enforce or intetpret the provisions hereof, the prevailing pai�ty to such suit is entitled to its reasonable and necessary attorney's fees and costs. 9. TERMINATION FOR CAUSE. The City may terminate this Agreement if VFW, Tt•ail Drive, or Company fails to comply with any term, provision, or covenant of this Agreement in any material respect. If an event of default occurs, City will give written notice to VFW, Trail Drive, or Company, as applicable, that desct•ibes the default in reasonable detail. VFW, Trail Drive, and Company, as applicable, must cure such default within thirty (30) calendar days after receiving notice from City, unless otherwise agreed to in writing by the parties. If the Event is cancelled for any reason, then this Agreement will terminate immediately and the City will not be held t•esponsible or liable for its obligations hereunder. 10. MUTUAL WAIVER OF CERTAIN DAMAGES. THE PARTIES HEREBY EXPRESSLY, IRREVOCABLY, FULLY AND FOREVER RELEASE, WAIVE, AND RELINQUISH ANY AND ALL RIGHT TO RECEIVE PUNITIVE, EXEMPLARY AND CONSEQUENTIAL DAMAGES FROM THE OTHER PARTIES HERETO (OR ANY PAST, PRESENT OR FUTURE OFFICER, EMPLOYEE, AGENT, REPRESENTATIVE, OR ADVISOR OF THE OTHER) IN ANY CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR CAUSE OF ACTION 1N WHICH THE PARTIES ARE PARTIES, WHICH IN ANY WAY (DIRECTLY OR INDIRECTLY) ARISES OUT OF, RESULTS FROM OR RELATES TO ANY OF THE FOLLOWING, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL BASIS: THIS AGREEMENT; ANY PAST, PRESENT OR FUTURE ACT, OMISSION, CONDUCT OR ACTIVITY WITH RESPECT TO THIS AGREEMENT; ANY TRANSACTION, EVENT OR OCCURRENCE CONTEMPLATED BY THIS AGREEMENT; THE PERFORMANCE OF ANY OBLIGATION OR THE EXERCISE OF ANY RIGHT UNDER THIS AGREEMENT; OR THE ENFORCEMENT OF THIS AGREEMENT. 11. 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 pt•ovisions of this Agt•eement will not be affected thereby, and this Agreement is liberally construed so as to carry out the intent of the parties to it. 12. 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 fot• 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, wili be deemed given when mailed). Notice sent by any other manner will be effective upon actual receipt by the party to be Events Trust Fund Agreement beriveen City of Fort Worth, American Athletic Conference, Trail Drive, and VFW 7 of 12 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: City of Fort Woi�th Attn: Director, Public Events Dept. 200 Texas Street Fort Worth, Texas 76102 with copies to: the City Manager and the City Attorney at the same address ��� Visit Fort Woi�th Attn: Bob Jameson 111 W. 4th Street, Ste. 200 Fort Worth, Texas 76102 Trail Drive: Trail Drive Management Corp. Attn: Matt Homan, President 1911 Montgomeiy Street Fort Worth, Texas 76107 AMERICAN ATHLETIC CONFERENCE: Attn: Stacy Martin 545 East John Carpenter Freeway, 3rd Floor Irving, Texas 75062 13. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. This Agreeinent is subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter 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. 14. GOVERNMENTAL POWERS. It is understood that, by execution of this Agreement, the City does not waive ot• surrender any of its governmental powers or iminunities. Events Trust Fund Agreement between City of Fort Worth, American Athletic Conference, Trail Drive, and VFW 8 of 12 15. 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. 16. VENUE AND CHOICE OF LAW. 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 Wor-th Division. This Agreement will be construed in accordance with the laws of the State of Texas. 1'7. NO THIRD-PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the Parties, and any lawful assign or successor of Trail Drive, VFW, or Company, and are not intended to create any rights, contractual or otherwise, to any other peison or entity. 18. FORCE MAJEURE. (a) It is expressly understood and agreed by the parties to this Agreement that, if the performance of any obligations hereunder is delayed or cancelled by reason of war; civil commotion; acts of God; unusually inclement or severe weather conditions; fire; pandemic (including, but not limited to, COVID-19); epidemic; declaration of disaster or emergency by the State of Texas, Tarrant County, or the City of Fort Worth; or other circumstances that are t•easonably beyond the control of the applicable pat-ty obligated or permitted under the terms of this Agreement to 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 will be excused fi•om doing or performing the same during such period of delay, so that the time period applicable to such performance will be extended for a period of time equal to the period such party was delayed, unless the same results in canceling the Event. (b) Measui�es talcen by the Ofiice of Homeland Security/Office of Emergency Preparedness ("OHS"), State of Texas, Tarrant County, or the City of Fort Wot-th to close facilities or venues related to the Event, for any reason, is an act of government and, as such, is also consider•ed a force majeure event. 19. 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 fot• or against any party, regardless of the actual drafter of this Agreement. Events Trust Fund Agreement between City of Fort Worth, American Athletic Conference, Trail Drive, and VFW 9 of 12 20. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and will not be deemed a pai�t of this Agreement. 21. 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 Trail Drive, VFW, or Campany, as to the matteis contained herein. Any prior or contempot•aneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 22. COUNTERPARTS. This Agreement may be executed in any number of counterpaits with the same effect as if all of the Parties had signed the same document. Such executions may be transmitted to the other pat•ty by digital scan or facsiinile and such scanned or facsimile execution will have the full force and effect of an original signature. All fully executed counterpat-ts, whether original executions or scanned or facsimile executions or a combination, will be construed together and will constitute one and the same agreement. 23. AMENDMENT. No amendment, modification, ot• alteration of the ter•ms of this Agt•eement will be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the Parties hereto. 24. INDEMNIFICATION AND RELEASE. (a) VFW, COMPANY, AND TRAIL DRIVE EACH AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY AND EACH OTHER AND THEIR APPLICABLE DIRECTORS, OFFICER, AGENTS, REPRESENTATIVES, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION AND OTHER LIABILITIES AND EXPENSES, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES, ARISING FROM OR RELATING TO ANY NEGLIGENT OR OTHER WRONGFUL ACT OR OMISSION OF THE INDEMNIFYING PARTY OR ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS IN RELATION TO THE EVENT AND PERFORMANCE OF THIS AGREEMENT. (b) IF ANY ACTION OR PROCEEDING IS BROUGHT BY OR AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, TRAIL DRIVE OR COMPANY, AS APPLICABLE, ON NOTICE FROM CITY, MUST DEFEND SUCH ACTION OR PROCEEDING, AT THEIR OWN EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. Events Trust Fund Agreement beriveen City of Fort Worth, American Athletic Conference, Trail Drive, and VFW 10 of 12 (c) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEFtEAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION UNDER THIS SECTION 24, 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. (e) This section survive the expiration or termination of this Agreement. 25. AUDIT. Trail Drive, VFW, and Company agree that City and its internal auditor will have the right to audit, which includes, but is not limited to, the right to complete access to and the right to examine, the financial and business records of VFW, Trail Drive, and Company that relate to the documentation provided to the City puisuant to this Agt•eement, including, but not limited to, all necessary books, papers, documents, records, and personnel, (collectively "Recot•ds") in order to determine compliance with this Agreement. Trail Dt•ive, VFW, and Company will make all Records available to City at 200 Texas Street, Foi�t Worth, Texas or at anothet• location in City acceptable to both parties within thii�ty (30) days after notice by City and otherwise cooperate fully with City during any audit. Notwithstanding anything to the contrary herein, this section survives the expiration or earlier termination of this Agreement. 26. ASSIGNMENT. The Parties will not assign or tt•ansfer its interest herein without prior• written consent of the other party, and any attempted assignment or transfer of all or any part hereof without such priot• written consent are void. This Agreement is binding on and will inut�e to the benefit of the Parties and their respective successors and permitted assigns. 27. AUTHORIZATION. By executing this Agreement, Company's, Trail Drive's, and VFW's agents affirm that each is authorized to execute this Agreeinent and that all rept•esentations made herein with regard to Company's, Trail Drive's, and VFW's identity, addt•ess, and legal status (corporation, pat�tnership, individual, dba, etc.) are true and correct. 28. REVIEW OF COUNSEL. The parties acicnowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of constt�uction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or exhibits hereto. Events Trust Fund Agreement between City oFFort Worth, American Athletic Conference, Trail Drive, and VFW 11 of 12 EXECUTED to be EFFECTIVE as of the date set forth Section 2 of this Agreement: CITY OF FORT WORTH: By: wJ::.l!i::..�:30 CST) William Johnson Assistant City Manager Date: ------------ APPROVED AS TO FORM AND LEGALITY: o/�� Taylor Paris Assistant City Attorney ATTEST: Jannette Goodall City Secretary CITY OF FORT WORTH USE ONLY Contract Compliance Manager: MULTIPURPOSE ARENA FORT WORTH D/B/A TRAIL DRIVE MANAGEMENT CORP., a Texas non-profit corporation: By:�� Matthew Homan President - Date:_-+"/f:'--'-//.--""/jJ-#---' � '--'-"'3 ____ AMERICAN ATHLETIC CONFERENCE By: Stacf1 Mart/rt Stacy ilirtin Senior Associate Commissioner, CFO Date: 12/15/2023 FORT WORTH CONV ENT ION AND VISITORS BUREAU, d/b/a Visit Fort Worth, a Texas nonprofit corporation �P.\.i� by: u--· ---------------Robe rt Jameson CEO I I Date: 12 19 23 By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and repmiing requirements. Christopher Roden Sr. Public Events Manager Events Trust Fund Agreement between City of Fort Worth, American Athletic Conference, Trail Drive, and VFW 12 of 12