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HomeMy WebLinkAboutContract 62121CSC No. 62121 ADDENDUM TO AGREEMENT BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. This Addendum to Agreement ("Addendum") is entered into by and between Multipurpose Arena Fort Worth dba Trail Drive Management Corp. ("Vendor") and the City of Fort Worth ("City"), individually referred to as "party" and collectively as "parties." The Contract documents shall include the following: 1. The Special Event Agreement Between the City of Fort Worth and Multipurpose Arena Fort Worth dba Trail Drive Management Corp. (attached hereto); and 2. This Addendum. Notwithstanding any language to the contrary in the attached Agreement (Agreement"), the parties stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall commence upon the date signed by the Assistant City Manager ("Effective Date") and shall expire on February 28, 2025 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement. OFFICIAL RECORD 2. Termination. CITY SECRETARY FT. WORTH, TX a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with thirty (30) days' written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non - breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of Addendum to Agreement Between City of Fort Worth and Trail Drive Management Corp. Page 1 of 15 any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 3. Attorneys' Fees. Penalties. and Liouidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of law provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self -insured status as requested by Vendor. 6. Notices to Parties. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants, or representatives, or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO CITY: City of Fort Worth Attn: Purchasing Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney's Office at same address TO VENDOR: Trail Drive Management Corp. Matt Homan, President and General Manager 1911 Montgomery Street Fort Worth, TX 76107 Phone: (817) 502-0350 7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. Addendum to Agreement Between City of Fort Worth and Trail Drive Management Corp. Page 2 of 15 8. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property right arising from City's use of the deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle, or pay shall not apply if City modifies or misuses the deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 9, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the deliverable(s); or (b) modify the deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the deliverable(s); or (c) replace the deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. This section contains the City's exclusive remedies and Vendor's sole liability for intellectual property infringement claims. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 9. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 10. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, 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 shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. Addendum to Agreement Between City of Fort Worth and Trail Drive Management Corp. Page 3 of 15 11. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 12. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 13. Immigration and Nationalitv Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate the Agreement for violations of this provision by Vendor. 14. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel, and (2) will not boycott Israel during the term of the Agreement. 15. Right to Audit. Vendor 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 Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor 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 Vendor reasonable advance notice of intended audits. Addendum to Agreement Between City of Fort Worth and Trail Drive Management Corp. Page 4 of 15 16. Prohibition on Bovcottiny Enerav Companies. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott energy companies, and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meanings ascribed to those terms in Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies, and (2) will not boycott energy companies during the term of this Agreement. 17. Prohibition on Discrimination Aa-ainst Firearm and Ammunition Industries. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity," and "firearm trade association" have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or f rearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 18. Insurance. 18.1. Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 18.1.1. Commercial General Liability: 18.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 18.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. 18.1.1.3. Defense costs shall be outside the limits of liability. 18.1.2. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 18.1.3. Technology Liability (Errors & Omissions) Addendum to Agreement Between City of Fort Worth and Trail Drive Management Corp. Page 5 of 15 18.1.3.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 18.1.3.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 18.1.3.3. Coverage shall include, but not be limited to, the following: 18.1.3.3.1. Failure to prevent unauthorized access; 18.1.3.3.2. Unauthorized disclosure of information; 18.1.3.3.3. Implantation of malicious code or computer virus; 18.1.3.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 18.1.3.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trademark or trade secret, brought against the City for use of deliverable(s), Software or Services provided by Vendor under this Agreement; 18.1.3.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 18.1.3.3.7. Any other insurance as reasonably requested by City. Addendum to Agreement Between City of Fort Worth and Trail Drive Management Corp. Page 6 of 15 18.2. General Insurance Requirements: 18.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 18.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 18.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 18.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 18.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 18.2.6. Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 19. Entirety of Agreement. This Addendum contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, 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 Addendum. (signature page follows) Addendum to Agreement Between City of Fort Worth and Trail Drive Management Corp. Page 7 of 15 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] CITY OF FORT WORTH By: William Johnson (Olt 15, 202419:50 CDT) Name: William Johnson Title: Assistant City Manager Date: Oct 15, 2024 APPROVAL RECOMMENDED: By: RobertRobert Alt 15, 202410:29 CDT) Name: Robert A. Alldredge, Jr. Title: Executive Assistant Chief anIl ATTEST: -0 fORT OdA p>o 9�0 l.o C PCIo o°=d V � pAPrtoQo 000+� a°an nezps4a4� By: Name: Janette S. Goodall Title: City Secretary MULTIPURPOSE ARENA FORT WORTH DBA TRAIL DRIVE MANAGEMENT CORP. By: _�L- Name: Matt Homan Title: President and General Manager Date: © MVW q I a0a q 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. By: Xgv� Name: Loraine Coleman Title: Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Jerris Mapes Title: Sr. Assistant City Attorney CONTRACT AUTHORIZATION: M&C: (None Required) Date Approved: N/A Form 1295 Certification No.: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum to Agreement Between City of Fort Worth and Trail Drive Management Corp. Page 8 of 15 Trail Drive Management Corp. Special Event Agreement This Special Event Agreement ("Agreement") is made and entered into as of September 4, 2024, between CITY OF FORT WORTH ("Licensee") and MULTIPURPOSE ARENA FORT WORTH dba TRAIL DRIVE MANAGEMENT CORP, a Texas nonprofit corporation having an address of 1911 Montgomery Street, Fort Worth, Texas 76107 ("TDMC"). The parties to this Agreement are referred to collectively as the "Parties." NOW, THEREFORE, Licensee and TDMC agree as follows: 1. SDCeial Event Summary This Agreement refers to the event to be held by Licensee at TDMC Facilities, ("the Facilities"). Licensee agrees to host, and TDMC agrees to provide space, catering and other services and equipment for, the following event (the "Special Event"): Special Event Name: FORT WORTH POLICE DEPARTMENT'S CITIZENS ON PATROL AWARDS LUNCHEON Date of Special Event: December 7, 2024 Start and End Times: Start Time: 10:00 AM; End Time: 2:00 PM Type of Special Event: Luncheon Approximate Number of Guests: 575 people Location of Special Event: Pavilion The above description is intended to identify the Special Event and is subject to change, as may be mutually agreed by the Parties or other provisions herein. 2. Reserved. 3. Caterin All food and beverages (including alcoholic beverages) used, consumed, or required by Licensee at the Facilities shall be exclusively supplied by TDMC (or caterer(s) and vendor(s) designated by TDMC) at Licensee's sole expense at prices established by TDMC. Licensee shall not bring or permit its guests and invitees to bring any outside food or beverage whatsoever into the Facilities. Further, neither Licensee nor any guest or invitee of Licensee shall provide any alcoholic beverage to, or allow the consumption of, any alcoholic beverage by any minor. 4. Usage Fee The Usage Fee shall include the use (subject to availability) of the Arena's tables, chairs, and staging equipment. The Usage Fee shall also include housekeeping services. All other direct costs associated with the Special Event, including, but not limited to, rentals and entertainment are the sole responsibility of Licensee. Licensee will pay TDMC an amount equal to the sum of the following for the Special Event (such sum, the "Usage Fee"): Item: Amount: Rental of Pavilion $ WAIVED Parking Buyout $ 4,000.00 Catering $ 35,380.00 AudioNisual Equipment (if needed) $ 1,350.00 Labor and Services Charges $ 1,750.00 Security Estimate $ 500.00 Extraordinary TDMC Staff Costs" (unknown at this time) Snecial Services* (unknown at this time) TOTAL $ 42,980.00 Addendum to Agreement Between City of Fort Worth and Trail Drive Management Corp. Page 9 of 15 *These charges will be developed in conjunction with Licensee and TDMC's Food and Beverage Department. Estimates will be provided by TDMC's Food and Beverage Department. **As part of the Usage Fee, Licensee is responsible for extraordinary TDMC staff costs (e.g. maintenance personnel) incurred specifically for the Special Event, including overtime, if applicable, and any special services. Extraordinary TDMC staff costs and special services vary depending upon the facilities used and other factors and will be billed per TDMC policies. Licensee agrees to pay any and all extraordinary TDMC staff costs and special services incurred for the Special Event comprising part of the Usage Fee. 5. Payment Licensee shall pay payment to TDMC as follows: A. Total expense balance in full no later than November 22, 2024. Licensee will pay in full for any add -on expenses (if any) fifteen (15) calendar days subsequent to the event. Add-ons expenses include, but are not limited to the following: extended or additional hours for Licensee's event; increased food items or service; and increased beverage items or service. Promptly following the conclusion of the Special Event, TDMC will ascertain the total expenses and will send Licensee an itemized invoice (the "invoice") seeking payment of the unpaid balance of the same. Licensee will provide TDMC with a credit card prior to the Event. In the event Licensee fails to pay in full for any add -on expenses fifteen (15) calendar days subsequent to the Event, TDMC will charge the outstanding balance to Licensee's credit card. 6. Cancellation and Refund: Force Maieure Subject to Section 5. above, Licensee may cancel the Special Event for any reason at least thirty (30) days prior to the date of the Special Event, provided that Licensee gives TDMC written notice. Any such notice must be received by TDMC at least thirty (30) days prior to the date of the Special Event. Licensee agrees to forfeit that amount of the Usage Fee pursuant to Section 5 above; however Licensee will not be required to make the Advance Usage Fee Payment or the Final Balance Payment. TDMC reserves the right to make set-up or location changes in order to accommodate TDMC programming. if such changes are not acceptable to Licensee, Licensee may cancel this Agreement and any portion of the Usage Fee that has been paid will be refunded to Licensee in full. In event of such cancellation, both Parties shall be released from any further liability or obligations hereunder or under any other contracts between the Parties. If due to an act of God, strike, labor dispute, war, fire, earthquake, act of public enemies, acts of terrorism, declaration of war, action of federal, state or local governmental authorities, a substantial interruption in, or substantial delay or failure of, facilities or systems, or for any other reason beyond the reasonable control of the Party claiming protection by reason of such a force majeure event, the Special Event is canceled, delayed or the performance of any Party under the terns of this Agreement is delayed or made impossible or infeasible, the Parties agree that such cancellation, postponement or failure to perform shall not be considered a breach of this Agreement. In such event, however, the Parties agree to use commercially reasonable efforts to reschedule the Special Event, subject to the consent of Licensee. 7. Final Guest Guarantee By 12:00 noon at least ten (10) days prior to the date of the Special Event, Licensee will submit to TDMC a final head count of Special Event guests (the "Final Guest Guarantee") in writing. This number represents the final estimate of the number of guests attending Licensee's Special Event. If Licensee fails to timely provide TDMC the Final Guest Guarantee, or if the Final Guest Guarantee is less than the Person Minimum identified at Section 4 above, TDMC will deem the Person Minimum as the Final Guest Guarantee; the final head count of guests may not be less than the Person Minimum. All applicable charges relating to catering will be based on either the Final Guest Guarantee, or the actual attendance of the Special Event, whichever is higher. Actual attendance at all TDMC Special Events will be tabulated by TDMC, and the Parties agree that TDMC's determination of actual attendance will be final and non-negotiable. SPECIAL EVENT AGREEMENT Page 2 of 7 Addendum to Agreement Between City of Fort Worth and Trail Drive Management Corp. Page 10 of 15 8. insurance As a condition precedent to any use of TDMC facilities, Licensee shall purchase and maintahr insurance in conformance with the provisions contained in this Agreement. Licensee shall obtain such insurance within seven (7) days of executing the Special Event Agreement and no later than thirty (30) days before the Special Event. This insurance will provide a source of funds for Licensee's obligation to indemnify TDMC pursuant to Paragraph 16 of this Agreement; provided, however, Licensee's obligation to indemnify TDMC pursuant to Paragraph 16 of this Agreement shall in no way be limited to such source of funds. Proof of this insurance shall be provided to TDMC before the Special Event commences, as set forth below. To the extent that Licensee contracts with any other entity or individual to perform all or part of the Special Event preparation, Licensee shall require the third -party contractors to furnish evidence of equivalent insurance coverage, in all respects, with the terms and conditions as set forth herein, prior to the commencement of work by the third -party contractor. In no event shall the failure to provide this proof, prior to the commencement of such work, be deemed a waiver by TDMC of Licensee's or the third -party contractor's insurance obligations set forth herein. In the event Licensee fails to obtain insurance in conformity with the above provision, Licensee shall reimburse TDMC for the cost of obtaining insurance due to Licensee's failure to obtain the necessary insurance described above. MINIMUM LIMITS OF LIABILITY Licensee must maintain the required insurance with limits not less than those set forth below with insurers satisfactory to TDMC and licensed to do business in Texas: Insurance Minimum Limits Worker's Compensation Statutory Limits Employer's Liability $1,000,000 This policy shall include a Waiver of Subrogation in favor of the TDMC Parties (as defined at Section 15). Commercial General Liability $1,000,000 Bodily Injury/Property Damage Each Occurrence or Equivalent, Subject to a $2,000,000 Aggregate This policy shall be on a form acceptable to TDMC endorsed to include the TDMC Parties [to include the following: Trail Drive Mwiagement Corp., Trail Drive Hospitality, LLC, and TDH-MOP, LLC] as additional insureds, contain severability of interest endorsements, state that the insurance is primary over any other insurance carried by any TDMC Party, and shall include the following coverages: a) Premises/Operations b) independent Contractors c) Limited Form Contractual specifically in support of, but not limited to, Section 15 of this Agreement d) Broad Form Property Damage e) Personal Injury Liability Comprehensive Automobile Liability $1,000,000 Combined Single Limit This policy shall be on a form written to cover all owned, hired, and non -owned automobiles. The policy shall be endorsed to include the TDMC Parties as additional insureds, contain severability of interest endorsements, state that the insurance is primary over any other insurance carried by any TDMC Party, and shall include a waiver of subrogation in favor of the TDMC Parties. SPECIAL EVENT AGREEMENT Page 3 of 7 Addendum to Agreement Between City of Fort Worth and Trail Drive Management Corp. Page 11 of 15 CERTIFICATE OF INSURANCE At least twenty-one (21) days prior to commencement of the Special Event, Licensee shall submit a Certificate of Insurance to TDMC for all insurance coverages required under this Agreement, The Certificate shall be in a form approved for use in the state of Texas by the Texas Department of Insurance. Copies of insurance policies shall promptly be made available to TDMC upon request. Licensee or Licensee's insurance broker shall endeavor to notify TDMC of any change in policy or Notice of Cancellation at least thirty (30) days prior to such change or notice taking effect. CANCELLATION, RENEWAL AND MODIFICATION Licensee shall maintain in effect all insurance coverages required under this Agreement at Licensee's sole expense and with insurance companies acceptable to TDMC until the conclusion of the Special Event and the departure of all persons, equipment and property relating to the Special Event. In the event Licensee fails to obtain or maintain any insurance coverage required under this Agreement, this shall be considered a material breach of the Agreement, entitling TDMC, at its sole discretion, to purchase such equivalent coverage as desired for TDMC's benefit and charge the expense to Licensee, or, in the alternative, exercise all remedies otherwise provided in the Agreement, or as permitted by law or equity, including cancellation of the Special Event by TDMC. 9. Printed Material Approval Licensee will provide TDMC with a sample of the invitation, announcement or any other printed material pertaining to the Special Event, prior to printing, and will revise any such material upon request if such material is deemed unsuitable by TDMC. Upon request, a copy of the Special Event guest list will be provided to TDMC. 10. Access to TDMC Facilities: Outside Eauinment Any and all access to TDMC facilities, both before and after the Special Event, must be coordinated by Licensee through TDMC. TDMC reserves the right to deny TDMC access to Licensee (including, without limitation, any third -party contractors hired by Licensee), if such access is not coordinated in accordance with this Agreement. On the date of the Special Event, guest entrance to TDMC facilities will be permitted no earlier than thirty (30) minutes prior to Special Event time unless other arrangements are made with the Special Events Department. Licensee (including, without limitation, all third -party contractors hired by Licensee) must be accompanied and supervised by TDMC personnel at all times while on TDMC property, and agrees to abide by all TDMC policies and procedures while on the premises. At no time may third -party contractors work on TDMC property without TDMC supervision. All outside equipment that Licensee intends to bring into TDMC for use at the Special Event must be pre -approved by TDMC. In addition, all outside equipment must be removed by Licensee from TDMC property immediately after the Special Event, unless other arrangements are made with TDMC. TDMC reserves the right to conduct security screening procedures on Licensee's attendees and or/guests. 11. Third -Party Services Contracted by Licensee TDMC must approve and authorize any and all third -party contractors hired by Licensee to provide goods or services for the Special Event, such as entertainment, photographers, florists, etc. TDMC will deny entry onto TDMC property of unauthorized third parties. Licensee will furnish TDMC with copies of all contracts with third -party contractors at least twenty-one (21) days prior to the date of the Special Event. If requested by TDMC, Licensee will also provide evidence of a valid license, bond or insurance for such third -party contractors. Licensee's failure to provide the documents outlined in this paragraph will subject the Special Event to cancellation by TDMC. SPECIAL EVENT AGREEMENT Page 4 of 7 Addendum to Agreement Between City of Fort Worth and Trail Drive Management Corp. Page 12 of 15 Any and all third -party contractors hired by Licensee must be licensed, bonded and insured, in accordance with the terms of Section 9 of this Agreement, before they will be permitted onto TDMC property. TDMC assumes no liability for loss, theft, accidents, injuries or property damage arising from or related to any third -party contractor's work on TDMC premises, including injuries or property damage sustained by any third -party contractor. Licensee agrees to read and abide by any and all additional TDMC policies and procedures regarding third -party services and/or contractors. 12. Security and Maintenance. TDMC will provide any security and facility maintenance that may be required for the Special Event. No outside facility security or maintenance services are permitted. Licensee agrees to pay any such fees charged. 13. Music Licensing Licensee agrees to assume responsibility for, and abide by all legal copyright and /or licensing requirements, including the payment of any and all fees (if any) which arise from any music played or performed at the Special Event. 14. Prohibited Activities The following activities are prohibited in all TDMC facilities in conjunction with any Special Event. Licensee agrees to abide by these prohibitions, and to assure that all third -party contractors and Special Event guests abide by these prohibitions before, during and after the Special Event, unless otherwise agreed in writing by the Parties: A. No decorations may be attached to any surface of TDMC facilities, such as hanging banners or streamers. All tabletop decorations such as flowers and candelabras must be in good taste and understated. B. No helium balloons or soap bubbles are pennitted inside TDMC facilities. C. No open flames are permitted in TDMC facilities. D. No celebratory throwing of confetti, rice, rose petals, bird seed or other similar item is permitted on the grounds or in the facilities of TDMC. E. No helium balloons, bud, or butterfly releases are permitted on TDMC property. F. No live animals are permitted on TDMC property, whether indoors or outdoors, except in the case of service animals. G. No publicity or media coverage of the Special Event is permitted without the express consent of TDMC. H. No outside equipment of any kind (including catering and motion picture/photography equipment) is permitted on TDMC property without the prior written consent of TDMC. I. No smoking is permitted on TDMC property. J. No outside food or beverage is permitted. In addition to refraining from the activities specified above, Licensee also agrees to comply with any and all TDMC policies and procedures that may impact the Special Event, including, without limitation, policies and procedures governing set-up times. 15. INDEMNIFICATION. LICENSEE AGREES TO ASSUME ALL LIABILITY FOR AND TO INDEMNIFY AND HOLD HARMLESS TDMC, TRAIL DRIVE HOSPITALITY, LLC, TDH-MGR, LLC, EVENT FACILITIES FORT WORTH, INC., THE CITY OF FORT WORTH AND THEIR RESPECTIVE DIRECTORS, MEMBERS, OFFICERS, AGENTS, EMPLOYEES, VOLUNTEERS AND ELECTED OFFICIALS (INDIVIDUALLY, A "TDMC PARTY," COLLECTIVELY, THE "TDMC PARTIES"), FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY HIND AND CHARACTER, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS AND ATTORNEYS' FEES, FOR INJURY TO OR DEATH OF ANY PERSON OR FOR LOSS OF OR DAMAGE TO ANY PROPERTY ARISING OUT OF OR IN CONNECTION WITH THE USE OF DICKIES ARENA AND ASSOCIATED PARKING FACILITIES BY LICENSEE, ITS EMPLOYEES, AGENTS, SPECIAL EVENT AGREEMENT Page 5 of 7 Addendum to Agreement Between City of Fort Worth and Trail Drive Management Corp. Page 13 of 15 LICENSEES, CATERERS, THIRD PARTY CONTRACTORS, INVITEES OR GUESTS. SUCH INDEMNITY SHALL NOT APPLY TO AND SHALL EXCLUDE, HOWEVER, ANY CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY CAUSED BY OR RESULTING FROM THE SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY TDMC PARTY. 16. Remedies For purposes of seeking equitable relief, Licensee agrees that monetary damages and/or cancellation of the Special Event may not be sufficient remedies to TDMC for any breach of this Agreement, In addition to all other remedies, TDMC will be entitled to seek specific performance of Licensee's obligations relating to this Agreement and to seek injunctive or other equitable relief as a remedy for any such breach. 17. Facility Use Deadlines The parties acknowledge and agree to the following Special Event deadlines: (a) The remaining then -estimated total balance in full no later than November 22, 2024; (b) Licensee must provide TDMC with copies of all contracts that Licensee has entered into with third -party contractors at least twenty-one (21) days prior to the date of Special Event; (c) Licensee must deliver to TDMC a Certificate of Insurance as specified Section 9 of this Agreement, by 12:00 noon, twenty-one (21) days prior to the Special Event; (d) Licensee must provide TDMC the Final Guest Guarantee by 12:00 noon, ten (10) business days prior to the date of the Special Event; and (e) Licensee must pay TDMC the Final Balance Payment at least fifteen (15) days after receipt of the Invoice from TDMC. Failure by Licensee to meet the above deadlines may subject the Special Event to cancellation by TDMC in TDMC's sole discretion. 18. Additional Provisions A. Legal Status / Authority of Signatories. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such Party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms. B. Binding Effect; Assigns. This Agreement shall extend to and be binding upon Licensee and TDMC. No Party may assign this Agreement to another Party without the prior written consent of the non -assigning Parties. This Agreement is for the sole benefit of Licensee and TDMC and no other person is intended to be a beneficiary of this Agreement. C. Severability. if any provision of this Agreement is determined by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect. D. Governing Law, Venue. The terms of this Agreement are governed by the laws of the State of Texas. The venue for any dispute resolution proceeding shall be Fort Worth, Tarrant County, Texas. E. Amendment of Agreement. This Agreement may be amended from time to time by Licensee and TDMC. Any amendment to this Agreement shall be made in writing and shall be signed by Licensee and TDMC. F. Further Assurances. The Parties agree to cooperate fully in the furtherance of this Agreement, to execute and deliver any and all other documents, and to take all additional actions which may be necessary or appropriate to give full force and effect to the terms and intent of this Agreement. SPECIAL EVENT AGREEMENT Page 6 of 7 Addendum to Agreement Between City of Fort Worth and Trail Drive Management Corp. Page 14 of 15 G. Conspicuousness of Provisions. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PROVISIONS CONTAINED IN THIS AGREEMENT THAT ARE IN CAPITALIZED LETTERS SATISFY THE REQUIREMENT OF THE "EXPRESS NEGLIGENCE RULE" AND ANY OTHER REQUIREMENT AT LAW OR IN EQUITY THAT PROVISIONS CONTAINED IN A CONTRACT BE CONSPICUOUSLY MARKED OR HIGHLIGHTED. IH. Counterparts. This Agreement may be signed in multiple counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart hereof. I. Entire Agreement. This Agreement represents the entire transaction between Licensee and TDMC relating to the Special Event, and supersedes all prior offers, understandings, and negotiations between Licensee and TDMC. WITNESS the execution hereof this day of , 2024. READ, UNDERSTOOD, AND AGREED: CITY OF FORT WORTH 100 Fort Worth Trail Fort Worth, Texas 76102 r"�'�"' Oct 15, 2024 Wlllia m Joh nson (O t 15, 202419:50 CDT) Name: Date Title: TRAIL DRIVE MANAGEMENT CORP. "i'�- � omm Name: Matt Homan Date Title: President and General Manager Please sign and return both copies of this Special Event Agreement to Trail Drive Management Corp., 1911 Montgomery Street, Fort Worth, Texas 76107. One copy will be signed and returned to Licensee upon receipt of the Usage Fee. SPECIAL EVENT AGREEMENT Page 7 of 7 Addendum to Agreement Between City of Fort Worth and Trail Drive Management Corp. Page 15 of 15