HomeMy WebLinkAboutContract 62866Local Organizing Committee Agreement with the VFW 1 of 9
LOCAL ORGANIZING COMMITTEE AGREEMENT BETWEEN
CITY OF FORT WORTH AND
FORT WORTH CONVENTION AND VISITORS BUREAU
FOR THE EVENTS TRUST FUND
This Agreement the City of Fort Worth City
home-rule municipal corporation of the State of Texas, acting by and through its duly authorized
representative, and the Fort Worth Convention and Visitors Bureau, d/b/a Visit Fort Worth VFW
non-profit corporation organized under the laws of the State of Texas, acting by and through its duly
authorized representative.
WHEREAS, chapters 478, 479, and 480 of the Texas Government Code, as amended (
establish the Events Trust Fund program
sales and use, auto rental, hotel occupancy, and alcoholic beverage taxes to help municipalities and counties
offset the costs of hosting sporting and non-athletic events;
WHEREAS, the ETF consists of the Events Trust Fund, Major Events Reimbursement Program
(MERP ) and the Motor Sports Racing Trust Fund (MSRTF );
WHEREAS, the ETF permits local governments and authorized local organizing committees
to apply to the EDT for the establishment of an event trust fund to help pay for certain eligible
costs associated with conducting events;
WHEREAS, the VFW is a registered, non-profit corporation of the State of Texas;
WHEREAS, the City wishes to designate VFW as its authorized LOC, as such term is defined in
the Code and Rule 184.4 of Title 10 of the Texas Administrative Code, as amended, to perform the
following for the : (i) pursue an
application and bid on Events; (ii) execute agreements with the site selection organizations concerning the
bid to host the Events; and (iii) carry out any other obligations as set forth in this Agreement;
WHEREAS, this Agreement is intended to set out the responsibilities and expectations of the City
and VFW as they relate to the ETF and the Code;
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements stated
herein, the parties agree as follows:
1.
INCORPORATION OF RECITALS
1.1 The City and VFW agree that the recitals set forth above are true and correct and form the basis
upon which the parties have entered into this Agreement and incorporate them into the body of this
Agreement.
2.
RESPONSIBILITIES
2.1 The City hereby designates VFW as its LOC to manage and administer the ETF for Events that
may be eligible for funding under the Code. The City authorizes VFW to pursue applications and bid with
site selection organizations to designate the City as the site of the Events. And the City authorizes VFW to
CSCO:
Local Organizing Committee Agreement with the VFW 2 of 9
execute agreements with a site selection organization regarding a bid to host the Events. VFW accepts such
designation and agrees to perform the responsibilities, functions, and tasks set forth herein in accordance
with the highest professional industry standards.
2.2 As part of its management and administrative obligations herein, VFW agrees, at its sole cost and
expense, to perform the following:
(a) pursue applications and bids on Events;
(b) execute agreements with the site selection organizations concerning the bid to host Events;
(c) execute any other agreements required by the Code to receive funding under the ETF,
including, without limitation, an event support contract (as that term is defined in the
Code);
(d) Track all appropriate dates and deadlines to ensure compliance with the Code and event
eligibility;
(e) Designate an individual as the main point of contact with the EDT for Events to answer
questions or receive information from the EDT;
(f) Complete the EDT application for the ETF including: obtaining all necessary information
required for the State application under the Code; obtaining required signatures;
(g) perform all other aspects of a request for funding under the Code, including, without
limitation:
(i)preparing and completing an economic impact study to determine the tax impact
analysis for the incremental tax increase related to the Event;
(ii) developing an attendance tracking plan approved by the EDT and preparing
and completing attendance certification documentation;
(iii) collecting, preparing and submitting all required information for disbursement
requests to the EDT within 180 days of the conclusion of the Events;
(h) Obtain the
Events and compliance with the Code; and
(i) perform any other duties and responsibilities permitted of a LOC under the Code.
2.3 The City, as the sponsoring municipality, will be responsible for:
(a) submitting the local share to the EDT as required by the Code;
(b) receiving and distributing all ETF funds provided by EDT in accordance with this
Agreement, the event support contract, and the Code; and
() Paying VFW an amount to cover one-. In
no event will that amount exceed $125,000.00 per City fiscal year. The above
notwithstanding, the City will pay VFW $145,833.34 for the cost of the ETF administrator
Local Organizing Committee Agreement with the VFW 3 of 9
during fiscal year 2025. Beginning in fiscal year 2026, the costs will not exceed
$125,000.00 per fiscal year.
2.4 Notwithstanding anything to the contrary, to the extent that the City incurs any costs related to
Events that are reimbursable under the Code, then the City may submit a reimbursement request to VFW,
along with any supporting invoices. VFW will reimburse the City for the full amount of costs
on a first priority basis. VFW must ensure that any event support contract specifically addresses this
costs on a first priority
basis.
2.5 VFW will not seek, and will not be entitled to, payment from the City for any costs or amounts not
distributed by the EDT from the ETF established for the Events.
2.6 VFW must comply, or ensure compliance, with all deadlines set forth in the Code.
3.
TERM AND TERMINATION
3.1 Unless terminated earlier pursuant to the terms hereof, this Agreement will be effective beginning
on August 19, 2024 and will terminate on August 18, 2027. Thereafter, the Parties may renew the
Agreement by their written mutual consent for up to five (5) one-year renewal terms.
3.2
notice.
3.3 Either party may terminate this Agreement if the other party fails to comply with any term,
provision, or covenant of this Agreement in any material respect
default in compliance with this Agreement. If an event of default occurs, the non-defaulting party will give
written notice that describes the default in reasonable detail to the defaulting party. The defaulting party
must cure such default within thirty (30) calendar days after receiving notice, unless otherwise agreed to in
writing by the parties.
4.
NOTICES
4.1 All notices, requests, demands, and other communications which are required or permitted to be
given under this Agreement will be in writing and will be deemed to have been duly given upon the delivery
or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid, as follows:
VFW: CITY OF FORT WORTH
Attn: Robert Jameson Director, Public Events
Fort Worth Convention and Visitors Bureau City of Fort Worth
1201 Throckmorton Street 100 Fort Worth Trail
Fort Worth, Texas 76102 Fort Worth, Texas 76102
With copy to:
Local Organizing Committee Agreement with the VFW 4 of 9
City Attorney
Same address
5.
INDEMNIFICATION
5.1 VFW COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD
HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY FROM AND AGAINST ANY AND
ALL CLAIMS, LAWSUITS, JUDGMENTS, ACTIONS, CAUSES OF ACTION, LIENS, LOSSES,
EXPENSES, COSTS, FEES (INCLUDING, BUT NOT LIMITED TO
COSTS OF DEFENSE), PROCEEDINGS, DEMANDS, DAMAGES, LIABILITIES, AND SUITS
OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY
OR MONETARY LOSS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS
SOUGHT, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED,
ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM ANY ACT, ERROR, OR
OMISSION OF VFW AND ITS RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS,
MEMBERS, PARTNERS, AND REPRESENTATIVES IN CONNECTION WITH THE
EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF
THIS AGREEMENT.
5.2 IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE
CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, COMPANY, ON NOTICE
FROM CITY, MUST DEFEND SUCH ACTION OR PROCEEDING, AT VFW
OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY.
5.3 IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR
HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE
INDEMNIFICATION OBLIGATION UNDER THIS SECTION 5, 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 SHALL
CONTINUE IN FULL FORCE AND EFFECT.
5.4 This section will survive the expiration or early termination of this Agreement.
6.
INSURANCE
6.1 VFW must furnish to City certificates of insurance as proof that it has secured and paid for policies
of commercial insurance as specified herein.
6.2 Such insurance must cover all insurable risks incident to or in connection with the execution,
performance, attempted performance or nonperformance of this Agreement. For the term of this
Agreement, VFW must maintain the following coverages and limits thereof:
a.Commercial General Liability (CGL) Insurance
i. $1,000,000 each occurrence
ii. $2,000,000 aggregate limit
b. Professional Liability Errors & Omissions
i. $1,000,000 Each Occurrence
Local Organizing Committee Agreement with the VFW 5 of 9
ii. $1,000,000 Annual Aggregate Limit
c. Business Automobile Liability Insurance
i. $1,000,000 each accident on a combined single-limit basis, or
ii. $250,000 Property Damage
iii. $500,000 Bodily Injury per person per occurrence
iv. $2,000,000 Aggregate
v.
owned, hired, and non-owned.
d. Pending availability of the above coverage and at the discretion of City, the policy shall be
the primary responding insurance policy versus a personal auto insurance policy if or when
in the course of VFW business as contracted herein.
e.
i. Part A: Statutory Limits
ii.
(a) $100,000 each accident
(b) $100,000 disease-each employee
(c) $500,000 disease-policy limit
6.3 Additional Requirements
a. Such insurance amounts will
frequently than once every 12 months, and VFW will revise such amounts within thirty
(30) days following notice to VFW of such requirements.
b. VFW will submit to City documentation that it has obtained insurance coverage and has
executed bonds as required in this Agreement prior to payment of any monies provided
hereunder.
c. Where applicable, insurance policies required herein shall be endorsed to include City as
an additional insured as its interest may appear. Additional insured parties shall include
employees, representatives, officers, agents, and volunteers of City.
d.
subrogation, also referred to as a waiver of rights of recovery, in favor of City. Such
insurance shall cover employees performing work on any and all projects. VFW or its
contractors shall maintain coverages, if applicable. In the event the respective contractors
do not maintain coverage, VFW must maintain the coverage on such contractor, if
applicable, for each applicable contract.
e. Any failure on part of City to request certificate(s) of insurance shall not be construed as a
waiver of such requirement or as a waiver of the insurance requirements themselves.
f. Insurers of VFW insurance policies shall be licensed to do business in the state of Texas
by the Department of Insurance or be otherwise eligible and authorized to do business in
the state of Texas. Insurers shall be acceptable to City insofar as their financial strength
and solvency and each such company shall have a current minimum A.M. Best Key Rating
Guide rating of A-: VII or other equivalent insurance industry standard rating otherwise
approved by City.
Local Organizing Committee Agreement with the VFW 6 of 9
g. Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless
otherwise approved by City.
h. In the event there are any local, federal or other regulatory insurance or bonding
requirements for VFW operations, and such requirements exceed those specified herein,
the former shall prevail.
i. VFW shall require its subcontractors to maintain applicable insurance coverages, limits,
and other requirements as those specified herein; and, VFW shall require its subcontractors
to provide VFW with certificate(s) of insurance documenting such coverage. Also, VFW
shall require its subcontractors to have City and VFW
their interest may appear) on their respective insurance policies.
j.
basis. This coverage may also be referred to as Management Liability, and shall protect
the insured against claims arising out of alleged errors in judgment, breaches of duty and
wrongful acts arising out of their management duties.
7.
GENERAL PROVISIONS
7.1 No Waiver of Immunity. It is understood that by execution of this Agreement, the City does not
waive or surrender any of its governmental powers or immunities.
7.2 Amendments. No alteration, change, modification or amendment of the terms of this Agreement
will be valid or effective unless made in writing and signed by both parties hereto and approved by
appropriate action of City.
7.3 Waiver. No waiver of performance by either party will be construed as or operate as a waiver of
any subsequent default of any terms, covenants, and conditions of this Agreement.
7.4 Governing Law and Venue. 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 Worth Division.
This Agreement will be construed in accordance with the laws of the State of Texas.
7.5 Successors and Assigns. Neither party hereto will assign or transfer 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 prior written consent will be void. This Agreement is binding upon and will inure to the benefit of the
City and VFW and its respective successors and permitted assigns.
7.6 Third-Party Beneficiaries. The provisions and conditions of this Agreement are solely for the
benefit of the City and VFW, and any lawful successor or assign, and are not intended to create any rights,
contractual or otherwise, to any other person or entity.
7.7 Contract Construction. The parties acknowledge that each party and, if it so chooses, its counsel
have reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this
Agreement or any amendments or exhibits hereto.
Local Organizing Committee Agreement with the VFW 7 of 9
7.8 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.
7.9 Captions and Headings. Captions and headings used in this Agreement are for reference purposes
only and will not be deemed a part of this Agreement.
7.10 No Joint Venture. Nothing herein will be construed as the creation of a partnership or joint
enterprise between the City and VFW, or its officers, agents, servants, employees or subcontractors; and
the doctrine of respondeat superior will have no application between the City and VFW. It is further
understood that the City will in no way be considered a co-employer or joint employer with VFW, or any
of its officers, agents, servants, employees or subcontractors. Neither VFW, nor any of its officers, agents,
employees, servants, contractors and subcontractors will be entitled to any employment benefits from the
City. The City and VFW retain the exclusive control of and exclusive right to control the details of the
work that each performs under this Agreement and all persons performing the same.
7.11 Audit. The City will have the right to audit the financial and business records of the VFW as they
) at any time during the term of this Agreement and for
three (3) years thereafter in order to determine compliance with this Agreement. Throughout the term of
this Agreement and for three (3) years thereafter, VFW will make all Records available to City at 100 Fort
Worth Trail, Fort Worth, Texas or at another location in City acceptable to both parties following reasonable
advance notice by City and will otherwise cooperate fully with City during any audit. Notwithstanding
anything to the contrary herein, this section will survive expiration or earlier termination of this Agreement.
7.12 Force Majeure. City and VFW will exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but will not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not limited
to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy;
fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or
inaction; orders of government; material or labor restrictions by any governmental authority; transportation
problems; restraints or prohibitions by any court, board, department, commission, or agency of the United
States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause
not enumerated herein but which is beyond the reasonable control of the Party whose performance is
the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides
notice of the Force
performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the
reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this
section must be addressed and delivered in accordance with Section 4 of this Agreement.
7.13 Compliance with Laws. The parties agree to comply with all federal, state and local laws,
ordinances, rules and regulations.
7.14 Review by Counsel. The parties represent that they have consulted, or had the opportunity to
consult, an attorney to seek legal counsel regarding the contents and effects of this Agreement.
7.15 Multiple Counterparts. This Agreement may be executed in several counterparts, each of which
will be deemed an original, but all of which together will constitute one and the same instrument. A
signature received via facsimile or electronically via email will be as legally binding for all purposes as an
original signature.
Local Organizing Committee Agreement with the VFW 8 of 9
7.16 Non-Exclusive Remedies. No remedy herein conferred or reserved is intended to be exclusive of
any other available remedy or remedies, and each and every 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 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 that 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 necessary for any party to this Agreement to bring suit to enforce or interpret the provisions hereof,
the prevailing party to such suit shall be entitled to its reasonable and necessary attorney's fees and costs.\
7.17 Entire Agreement. This writing embodies the entire Agreement and understanding between the
parties hereto, and there are no other agreements and understandings, oral or written, with reference to the
subject matter hereof that are not merged herein and superseded hereby.
Local Organizing Committee Agreement with the VFW 9 of 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples to be
effective as of the Effective Date set forth in this Agreement.
City:
By: ___________________________
Name: Jesica L. McEachern
Title: Assistant City Manager
Date: ___________________________
VFW:
By: ___________________________
Name: Robert L. Jameson
Title: President and CEO
Date: ___________________________
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: ______________________________
Name: Michael E. Crum
Title: Director, Public Events
Approved as to Form and Legality:
By: ______________________________
Name: Taylor C Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: 24-1109
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: ______________________________
Name: Andrea Wright
Title: Assistant Director, Public Events
City Secretary:
By: ______________________________
Name: Jannette Goodall
Title: City Secretary
M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 12/10/2024 REFERENCE
NO..
CODE: C TYPE:
**M&C 24-
1109
CONSENT
LOG NAME:
PUBLIC
HEARING:
Page 1 of 2
Official site of the Ciry of Fort Worth, Texas
F��T��o�ri�
-��-
25FWCVBLOCETF
NO
SUBJECT: (ALL) Authorize Execution of a Professional Services Agreement with the Fort Worth
Convention and Visitors Bureau d/b/a Visit Fort Worth, in the Amount Not to
Exceed $145,833.34 for the First Year and $125,000.00 Annually Thereafter, Adopt
Appropriation Ordinance and Amend the Fiscal Year 2025 Adopted Budget
���]���h�iI��U7_r�[�]�A
It is recommended that the City Council:
1. Authorize execution of a Professional Services Agreement with the Fort Worth Convention
and Visitors Bureau d/b/a Visit Fort Worth ("CVB") in the amount of $145,833.34 for Fiscal
Year 2025, and $125,000.00 annually thereafter, for the purpose of designating CVB as the
City's Local Organizing Committee to manage the City's Event Trust Fund program and
compensate CVB for 50\% of the costs to hire an Event Trust Fund Administrator;
2. Adopt attached appropriation ordinance reallocating estimated appropriations in the Public
Events of the Culture and Tourism Fund by decreasing appropriations in the Transfers and
Other category for the contribution to fund balance in the amount of $20,833.34, and
increasing appropriations in the General Operating and Maintenance category for other
contractual services by the same amount for the purpose of funding services for an Event
Trust Fund Administrator with Fort Worth Convention and Visitors Bureau d/b/a Visit Fort
Worth; and
3. Amend the Fiscal Year 2025 Adopted Budget.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to authorize execution of a
professional services agreement with the Fort Worth Convention and Visitors Bureau d/b/a Visit Fort
Worth (CVB) to designate CVB as the City's local organizing committee (LOC) under chapter 480 of
the Texas Government Code and Rule 184.4 of the Texas Administrative Code. And to adopt the
attached appropriation ordinance.
An LOC is a non-profit corporation that has been authorized by a municipality to apply to the State for
the establishment of an event trust fund through the Events Trust Fund Program (ETF) and to bid on
or host the event.
The ETF is a state incentive program to make Texas municipalities more competitive to secure high-
impact economic impact events that would otherwise be held outside the state of Texas. The City uses
the ETF program to bring events of national and international prominence to Dickies Arena, Fort Worth
Convention Center, and Will Rogers Memorial Center. The City routinely processes 25-35 ETF
applications on an annual basis. Historically, the responsibility for ETF administration has resided in
the City's Public Events Department.
A recent change in ETF personnel has created an opportunity for the Public Events Department and
CVB to collaborate on how the City should handle its ETF responsibilities. The organizations have
jointly decided to pursue a contractor relationship to handle the ETF program in the future. This
agreement between the City and CVB is to designate CVB as the City's LOC for its ETF eligible
events and for each party to fund half of the cost of hiring an ETF administrator beginning August 19,
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M&C Review
Page 2 of 2
2024 through September 30, 2025. The initial term of the Contract will be for three years. And the City
will pay CVB $145,833.34 to for the first year of that three year term. This includes $20.833.34 to
cover obligations during FY 2024 and was funded through an approved decision package. Moving
forward, the City's share of this expense is $125,000.00 on an annual basis. Funding was not
included in the FY2024 budget. Funding for FY2025 was adopted in the Culture and Tourism FY2025
budget.
In order to fund this contract, the action in this M&C will amend the FY2025 Adopted Budget as
approved in connection with Ordinance 27107-09-2024, Section 2, Special Revenue Funds, as listed
on page 8.
Funding is available in Contribution to Fund Balance account and in the Other Contractual Services
account of the Culture & Tourism Fund for the Public Events Department. Future funding in
subsequent fiscal years will be based on availability and is subject to annual appropriation by the City
Council during the budget process.
Chapter 252 Exemption: Competitive bidding is not required for exempt procurements and this
contract is authorized as an exempt professional services agreement with CVB.
Contract Term: The initial term of the contract will be three (3) years with an effective date of August
19, 2024 and expiration date of August 18, 2027. Thereafter, the City and CVB may mutually agree to
renew the agreement for up to five (5) one-year (1) renewal terms.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are currently available in the Culture & Tourism Fund and
upon approval of the above recommendations and adoption of the attached appropriation ordinance,
funds will be available in the Culture & Tourism Fund to support the above recommendations and
execution of the change order. Prior to an expenditure being incurred, the Public Events
Department has the responsibility of verifying the availability of funds.
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year IChartfield 21
Fund Department Account Project Program � Activity
ID ID
Submitted for Citv Manaqer's Office bv:
Oriqinatinq Department Head:
Additional Information Contact:
ATTACHMENTS
Budget � Reference # � Amount
Year (Chartfield 2)
William Johnson (5806)
Michael Crum (2501)
Andrea Wright (2502)
1295-VFW.pdf (CFW Internal)
25FWCVBCSC59692-A3 funds avail.docx (CFW Internal)
FID25FWCVBCSC59692-A3.xlsx (CFW Internal)
ORD.APP.25FWCVBCSC59692 A3 20101 r(2).docx (Public)
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