HomeMy WebLinkAboutContract 45330 civ,m1wmVi "
N �
TRUST FUND EVENT SUPPORT CONTRACT
0010
This TRUST FUND EVENT SUPPORT CONTRACT ("Agreement") is made and
entered by and between the CITY OF FORT WORTH (the "'City"), a home-rule municipality
organized under the laws of the State of Texas and NATIONAL REINED COW HORSE
ASSOCIATION "NRC A" .
RECITALS
1:"he C�ty and Company hereby agree that the following statements are true and correct
and constitute,the basis upon which the City and Company have entered into this Agreement.*
A. Company operates the 2,0 14 National Reined Cove florae Association Celebration
of Champions (the `Event"), which specit c vent is bald not Here than one time in Texas or an
adjoining state in any year.
B. Company conducted a higbly-con-tpetit vre, multi-state, site-selectman proses
pursuant to an application by the City to evaluate the proper venue to conduct the Event and has
chosen the Will Rogers Memorial Center to serve as the sole venue for the Event.
C. Company has engaged. Gerald L. Grotta,, Ph.D. of Grotta Marketing ng Research
("Grotta") to prepare are Analysis, of the Economic Impact of' the Event r r purposes of
submitting to the Texas Comptroller of Public Accounts, tie "Comptroller"), to determine
el igble Texas state tax revenues generated by the Event..
DO TES.., RSV. CIV. STA T. art. 51 90.14, § 5C, as amended as it may be amended from
time to tingle) (the Act") authorizes the Comptroller to establish the Event Trust Fund the
1"un.d
Funds deposited into, the Fur d may be utsed by the City tea lf�lll its abligation sunder
an event support contract, as defined in the Act, governing the Event. This Agreement, is
intended to serve as such event support contract.
E. The Comptroller leas, pursuant to subsection b* of the Act, analyzed the
incremental increase in certain gales and use, hotel occupancy and nixed beverage tax receipts to
be collected by or on behalf of the City and the State of Texas directly attributable to the
preparation for and presentation of the Event and related activities.
F. Based on its analysis, the Comptroller,by letter t o City dated October , ` 01; , leas
MI
determined that It will deposit $36,9917.00 of State funds rote► the Fund if matched by $5,920.00
in remittances by or on behalf` :` the City, for a total Fund amount of �x" 2, 11 7.00. As an
end arsin ��uniei p alit ender the het, the City has or will remit X5,920,.00 to the Comptroller or
deposit into the Fund. Funds deposited into the Fund may be used by the City to fulfill lfill. its
obligations under an event support contract, as defined in 'the Act, governing the Event. This
Agreement is intended to serve as such event support contract.
a!mnr.,mmmmirmuuwirv;,.0 .+,_:, Nli Q<.e:,m kr�u.ouwir mma��rvviauau;miwwmm+omirm
a
OFFICIAL,CIT'Y SECRETARY
F11`0 WORTH,; TX
Tni t Fund Event Support Contract with National Reined Cow Horse Association � ,�,,�,�f� ������.� ,,�����.� ���u� l f
the contributions by the State of Texas to the ETF(s) in accordance with the Act shall be referred
to herein as the "Toltal Fund, Amount."
5, GENERAL OBLIGATIONS OF THE PARTIES,
a. Co,mp u Company is obligated to hold and conduct the Event at the Will
Rogers Memorial Center February 14-22, 2014. Company also agrees that the covenants and
promises made in this Agreement, including, but not limited to the Company's expenses set
forth in this Section are necessary to prepare for and conduct the Event.
b. city.
(1) The City is obligated to host the Event.
Ali The parties, recognize that the Company is the Event expert and has the
structure and mechanisms, in place to properly and adequately perform the
functions necessary to prepare, for and conduct the Event. In addition to
hosting the Event, the City's obligation under this Agreement shall be to
pay the Company for the necessary, reasonable, and actual expenses
required to prepare for and conduct the Event as a means to reimburse the
Compaliy to help cover the costs of the Event in areas of which the City
lacks expertise. These expenses may include, but are not limited t , the
following.-
(A) Advertising and marketing promotions of the Event, including
printing and production costs.,
(B�) Awards distributed at the Event including but not limited to
trophies, ribbons, medals and sashes
(C) Cost of specialized arena footing used ior competition-,
( Acquisition of cattle to be used in competition and practice as, set
forth in Company's rules;,
(E) Rental cost of equi.pment ,foir the Event;
(F) Officials judges and staff, as required,,
(G) Security and paramedics'.
fi
(H) On site veterinarian';
(1) Consultant fee to assist with the request, and administration to
establish an event support fund 'Including estimating or
determining the approved event attendance and economic impact;
and
(J) Other expenses required to successfully and safely conduct the
Event.
(Ifi) TbeCODIP-any shall provide invoices to the, City for expenses incurred for
the Event. The Company shall provide any supporting expense documentation as
required by the City or as requested by the Comptroller to the full satistacti.on of
both the City and the Comptroller for the Event. The City will make payment(s)
to the Company within thirty (30) days after receipt of such payment from the
Comptroller in accordance with the terms of this Agreement. The City will be
,rut Fund Event Support,Contract with Kati nal,Reined Cow Horse Association Page 3 of 9
responsible for dealing with the Comptroller with respect to disbursements from
the Fund and distributing the Total Fund Amount in accordance with the ten-ris of
this, Agreement.
(ivy" Any payments to the Company as set forth in this Agreement are limited
to the maximum amount available from and approved for eventual distributi.on
from the E"I'F established for -the Event, and must be eligible for payment by the
ETF program. Under no circumstances shall the City be obligated. to Company
for more 'than that maximum sum, when and if, received from the ETF -for the
Event. The Company shall not seek, and will not be entitled to payment, from the
City for any costs not distributed by the Comptroller from the ETF established for
the Event,,
(v) Notwithstanding anything, to the contrary, City may withhold all
di'stribution of payments to Company under this section if Company has any
outstanding obligations owed to the City pursuant to any contract with the City.
If the City withholds any functs for this 'reason, then the City shall provide a
written statement to Company, detailing the outstanding obligations. �ompany
shall have thirty (30) days from the date it receives City's written statement to
cure any such outstanding obligations ("Cure Period"). The Cure Period can be
extended by written agreement of the Parties. Notice shall be as prescribed fil
Section 11. if Company cures, its outstanding obligations within the Cure Period,
then the City will make distributions from the Total Fund Amount in accordance
with the procedures, set forth in in this Section, which procedures will begin anew
on the date Company cures its outstanding obligations to the ity. If Company
falls to cure its obligations within the Cure Period, then this Agreement shall
automatically terminate and Company, hereby waives it right to receive any
reimbursement or distribution from the Total Fund Amount under this Agreement.
6. COMMITMENT OF COMPANY.
In consideration of the benefits set forth herein,, Company will use commercially
reasonable efforts to conduct, the Event during the Term at Will Rogers Memorial Center.,
Company will also cooperate with the City in documenting costs 'incurred by Company fior the
Event to evidence the Permissible Uses. Company will pay the City an amount equal to the City
Remittance contemporaneously upon the City's, distribution to Company from the Total Fund
Amount in accordance with Section 5 above.
7, DOCUMENTATION.
Company hereby certifies and warrants that all documentation submitted to the City fully
and accurately represents, the actual costs incurred by Company in hosting the Event and is
consistent with the Permissible Uses under the Act. Company shall be liable to the City for any
damages resulting from a breach of this section. ]'his section shall survive the expiration or
termination of this Agreement.
84 NON-EXCLUS,IVE REMEDIES*
Trust Fund Event Support Contract with National Reined Cow flore Association Page 4 of 9
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 o f 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.
911, TERMINATION FOR CAUSE.
The City may terminate this Agreement if Company fails to comply with any term,
provision, or covenant of this Agreement in any material respect,. If an event of default occurs,,
City shall give written notice that describes the default in reasonable detail to the Company. The
Company must cure such, de-fault within thirty (30) calendar days after receiving notice rrom
City, unless otherwise agreed to in wn*tlng by the parties.
10, 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 provisions, of
this Agreement shall not be affected thereby, and this Agreement shall be liberally construed so
as to carry out the intent of the parties to it.
it., NOT10ES.
Any notice, request,, or other communication required or permitted to be given under this
Agreement shall be given, in writing by delivering it against receipt ter 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 malL, return receipt requeste�d, addressed
to the respective parties at the addresses shown herein (and if so given, shall be deemed given
when mailed). Notice sent by any other, mariner shall be effective upon actual receipt by the
party to be notified. Actual notice, however and from whomever given or received, shall always
be effective when received. Any party's address for notice may be changed at any time and IrOm
time to time, but only after thirty (30) days' advance written notice to the other parties and shall
be the most recent address ffirnished 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: NATIONAL REINED COW HORSE
0
ASSOCIATION,
City of Fort Worth
Attn-, Director, Public Events Dept. Attn: Jay Winborn
1000 Throckmorton 10 17 N Highway
Fort, Worth, TX 76102 pilot pint, r 76258
Trust Fwid Event Support Contract with'Nationat Reined Cow Horse Association Page 5 of 9
with copies to-,
the City Manager and
the City Attorney
at the same address
U, COMPLIANCE WITH LAW$ 01MINANCES RULES AND REGULATIONS,
This Agreement is su ject 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 shall not be
deemed to modify, amend, or negate any provision of this Agreement.
.13. GOVERNMENTAL POWERS.
It is understood that by execution of this Agreement.., the City does not waive or surrender
any of its governmental powers or immunities,.
14. NO-WAIVERO
The failure of any party to insist upon the performance of any to or provision of this
Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's
right,to insist upon appropriate performance or to assert any such right on any future occast"on.
15; . VENUE AND JURISMCTION,
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 shall 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 shall be construed in accordance with the laws of the State of Texas.
16, NO THIRD-PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the City and
Company and any lawful assign or successor ol,' Company, and are not intended to create any
rights, contractual or otherwise, to any other person or entity.
17. FORCE MA E.
It i.s, expressly understood and agreed by the parties to this Agreement that if the
perform nce of any obligations hereunder is delayed by reason of war, civil commotion, acts of
God inclement weather, or other, circumstances, that are reasonably beyond the control of the
party 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 shall he excused from doing or per t"orming the same during such
period of'delay, so that the time period applicable to such per f6rmaiice shall be extended for a
period of time equal to the period such party was delayed.
Trust Fund Event Support Contract with National Reined Cow HoTse Association, Page 6 of 9
180 INTERPRETATION.,
In the event, of any dispute over the meaning or application ofd any provision of this
Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more stTong I ly
for or against any party, regardless of the actual drafter of this Agreement.
19. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement,
20. 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 City and
Company, and any lawful assign and successor of Company, as to the matters contained herein.
Any prior or contemporaneous oral or written agreement is hereby declared nu-11 and void to the
extent in conflict with any provision of this Agreement. This Agreement shall not be amended
unless executed in writing by all parties.
21. COUNTERPARTS.
This Agreement may be executed in any number of counterparts with the same effect as
if all of the parties bad signed the same document. Such execut ins may be transmitted to the
other party by digital scan or facsimile and such scanned or facsimile execution shall have the
ffill force and effect of an original signature. All fully executed counterparts, whether original
executions or scanned or facsimile executions or a combination, shall be construed together and
shall constitute one and the same agreement.
22, AMENDMENT.
No amendment, modification, or alteration of the terms of this Agreement shall be
binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by
the Parties hereto.
23, INDEMNIFICATION AND RELEASE.
a. COMPANY 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, CO+ STS, FEES
(INCLUDING, BUT NOT LIMITED J."O, ATTORNEY'S FEES AND COSTS OF
DEFENSE), PROCEEDINGS,, DEMANDS, DAMAGES, LIABILITIES, AND/OR SUITS
OF, ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, THOSE FOR
PROPERTY OR MONETARY LOSS, OR OTHER HARM FOR W141CH RECOVERY OF
Trust Fund Event support Contract with Niatioral Reined Cow Horse Association Page 7 of 9
DAMAGES S' SOUGHT, OF WflATSOEVFR KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, ARISING OUT OF, IN CONNECTION WITH.) OR RE SULTING
FROM ANY ACT., ERROR, OR OMISSION OF C01MPANY AND ITS RESPECTtVE
OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, MEMBERS, PARTNERS, AND
REPRESENTATIVES IN CONNECTION WITH THE EXECUTION, PERFORMANCE,
ATTEMPTED PERFORMANCE, OR NONPERFORMANCE OF THIS AGREEMENT.
b. IF ANY ACTION OR PROCEEDING SHALL BE 13ROUGHT BY OR
AGAINST THE CITY IN CONNECTION WITH. ANY SUCH LIABILITY OR CLAIM,
COMPANY, ON' NOTICE FROM CITY, SHALL DEFEND SUCH ACTION' OR
PROCEEDING, AT COMPANY'S EXPE-,NSE, BY OR THROUGH ATTORNEYS
REASONABLY SATISFACTORY TO CITY.
c. IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW
OR HEREAFTER IN EFFECT AND A'FFECTING, THE, VALIDITY OR
ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION UNDER THIS
SECTION 2,3,, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE
INDEMNIFICATION OBLIGATION AND SHALL OPERATE TO AMEND THE
INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT' NECESSARY TO
BRING THE PROVISION INTO CONFORMITY 'WITH T14E REQUtREMENTS OF
SUCH LIMITATIONS, AND AS SO MODIFIED1 THE INDEMNIFICATION
OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT.
d. Company agrees to and shall release City from any and all liability for any
darrage or loss, sustained or caused by Company in connection with or inc Idental to performance
under this Agreement.
e. This section shall, survive the expiration or terminati,on of this Agreement.
24, AUDIT.
Company agrees that City and its internal auditor will have the right to audit, which shall
include, but not be limited to, the right to co ete access, to, and the right to examine, the
financial and business records, of Company that relate to th,is Agreement, including, but not
ted to, all necessary books, papers, documents, records, and Personnel, (collectively
"Records") 'in order to dieternime compliance with this Agreement. The Company all make all
Recor s available to City at 1000 Th.roc kmorton Street, Fort Worth, Texas or at, another location
City acceptable to of parties within thirty (30) days after noticeby City and shall otherwise
cooperate fully with City during any audit. Notwithstanding any thinn to the contrary herein, this
section shall survive expiration or earlier temunation of this Agreement.,
25, ASSIGNMENT.
Neither party hereto shall assign or transfer, tts interest herein without pn`0r written
consent of the other arty, and any attempted assignment or trarist"er of all or and part hereof
p y
W11110LI't such prior written consent shall be void. "I"his Agreement shall be binding upon and
shall inure to the "benefit of City and Company and its respective successors and permitted
assi,gns.
Trust Fund Event SLIpport Contract with National Reined Cow or Association Page 8 of 9
26. AUTHORIZATION,
By executing this Agreement, Company's agent affirms that he or she "is authorized by
the Company to execute this Agreement and that all representations made herein with regard to
Company's identity, address, and, legal status (corporation, partnership, individual, dba, etc.) are
true and correct.
27. REVIEW OF COUNSEL.
The Parties acknowledge that each Party and 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 shall not be employed in the interpretation of this Agreement
or exhibits hereto.
]EXECUTED to be EFFECTIVE as of the date set forth Sect.on 2 of this Agreement:
4
CITY OF FORT WORTH. NATIONAL REINED COW HORSE
By: By:
Alanis Jay inborn
Assistant City Manager Executive Director
Date.- Date:
MIPROVED AS T0 FORM AND LEGA1,14Y
01 lop
Tyk4fof Wallach
Assistant City Attomey
060000
00
_ 10 CPO
ATT-A P1 T-
Mary J. K r p gip,
CPO
City Secret y
Contract Authorization:
...........0
City Council Resolution Number 3513-018-20,017
OFFICIAL RECORD
CITY SECRETARY
FTs WORTH,TX
Trust Fund Event Support Contract with National Reined Cow Horse Association ..... Page 9 of 9