HomeMy WebLinkAbout064681 - General - Contract - Appaloosa Horse Club (ApHC)CSC No. 64681
TRUST FUND EVENT SUPPORT CONTR.ACT
This TRUST FUND EVENT SUPPORT CONTRACT ("Agreement") is made and
entered into by and between the CITY OF FORT WORTH ("City"), a home-rule municipality
organized under the laws of the State of Texas; FORT WORTH CONVENTION AND
VISITORS BUREAU, d/b/a VISIT FORT WORTH ("VFW"), a TeXas non-profit corporation;
and APPALOOSA HORSE CLUB (ApHC) ("Company").
RECITALS
The City, VFW, and Company (collectively, "Parties") agree that the following statements
are true and correct and constitute the basis upon which the Parties have entered into this
Agreement:
A. VFW is a Texas non-profit corporation that is organized for the exclusive purpose
of promoting the public interest in the City of Fort Worth, TeXas, and its metropolitan area.
B. VFW, through an agreement with the City, has been tasked with providing focused
sports marketing for the City to further enhance the impact of sports tourism on the Fort Worth
area by attracting new investments, expanding the vision of marketing Fort Worth nationally,
creating an increased focus on community events and a vision for venue support and expansion,
and building a larger community-wide focus on sports marketing.
C. The Company operates the 2025 World Championship Appaloosa Show ("Event"),
which specific Event is held not more than one time in Texas or an adjoining state in any year.
D. After conducting a highly competitive, multi-state, site-selection process pursuant
to an application by the City (in collaboration with VFW) to evaluate the proper site to conduct
the Event, Company selected the City of Fort Worth for its host City for the Event.
E. Event Values, LLC prepared an Analysis of the Economic Impact of the Event for
purposes of submitting to the Office of the Governor Economic Development and Tourism
("EDT") to determine eligible Texas state tax revenues generated by the Event
F. Chapter 480 of the Texas Government Code, as amended (as it may be amended
from time to time) ("Act") authorizes the Office of the Governor Economic Development and
Tourism ("EDT") to establish the Event Trust Fund ("Fund"). Funds deposited into the Fund may
be used by the City to fulfill its obligations under an event support contract, as defined in the Act,
governing the Event. This Agreement is intended to serve as such event support contract.
G. The EDT has analyzed the incremental increase in certain sales and use, hotel
occupancy and mixed beverage tax receipts to be collected by or on behalf of the City and the State
of Texas directly attributable to the preparation for and presentation of the Event and related
activities.
rJFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Event Trust Fund Agreement between
City of Fort Worth, VFW and ApHC 1 of 10
H. Based on its analysis, the EDT, by letter to City dated May 21, 2025, has determined
that the State will deposit an estimated amount of $178,837.00 of State funds into the Fund if
matched by $28,614.00 in remittances by or on behalf of the City, for a total estimated Fund
amount of $207,451.00. As an endorsing municipality under the Act, the City has or will remit
$28,614.00 to the EDT for deposit into the Fund.
I. The Act provides that the money in the Fund may be used for the payment of costs
relating to the preparations necessary for conducting the event and costs of conducting the event
("Permissible Uses").
J. The obligations of the Parties under the Agreement are set forth in Section 5, which
the Parties agree are, without limitation, necessary for the City to provide incremental services
necessary for the Event as well as other costs necessary for City and VFW to host the Event and
for Company to conduct the Event.
K. Pursuant to Resolution No. 3513-08-2007 adopted on August 14, 2007, the City
Council of the City has authorized the City Manager to negotiate agreements that promote events
benefitting the City and secured, in part, on account of the Fund and the provisions of the Act.
NOW, THEREFORE, for and in consideration of the premises, undertakings and mutual
covenants of the parties set forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
1. RECITALS.
The Parties agree that the recitals set forth above in this Agreement are true and correct,
and the representations, covenants and recitations set forth therein are made a part hereof for all
purposes.
2. TERM.
This Agreement is effective as of May 21, 2025, and remains in full force and effect until
the later of (i) December 31, 2026 ar(ii) the date as of which all Funds have been disbursed in
accordance with the Act and with this Agreement, unless terminated earlier pursuant to the terms
of this Agreement.
3. APPLICATION FOR EVENT TRUST FUND DISBURSEMENT.
The City, as the endorsing municipality, has previously applied to the EDT for the creation
of a Fund for the Event under the provisions of the Act.
4. TRUST FUND DEPOSIT.
In consideration of Company's selection of Fort Worth as the sole site for the Event, the
City, as the endorsing municipality, will remit $28,614.00 into the Fund, as set forth in the May
21, 2025 letter that was issued by the EDT estimating the incremental increase in tax revenue under
Event Trust Fund Agreement between
City of Fort Worth, VFW and ApHC 2 of 10
the Act as a result of the Event and setting forth the contribution to the Fund by the City ("City
Remittance"). The City Remittance is intended to trigger the State of TeXas contribution to the
Fund under the terms of the Act. The City Remittance plus the contributions by the State of Texas
to the Fund in accordance with the Act will be referred to herein as the "Total Fund Amount".
5. GENERAL OBLIGATIONS OF THE PARTIES.
(a) Company.
(i) Company is obligated to hold and conduct the Event at the Will Rogers
Memorial Center in Fort Worth, Texas, from October 24 to November 1,
2025.
(ii) Company also agrees that the covenants and promises made in this
Agreement, including, but not limited to, Company's expenses set forth in
Section 5(c)(ii) are necessary to prepare for and conduct the Event.
(b) VFW.
(i) VFW is the authorized local organizing committee for the purposes of
administering the Event Trust Fund for the Event.
(c) Citv.
(i) The City is obligated to host the Event and will provide a facility rental
discount to the Company in an amount up to $20,000.00.
(ii) 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
Company to help cover the costs of the Event, including in areas of which
the City lacks expertise. These expenses may include, but are not limited
to, the following:
(A) Advertising and marketing promotions of the Event, including
printing and production costs, social media, radio and television;
(B) Awards distributed at the Event including trophies, ribbons,
medallions, medals, sashes, garland, blankets, plaques, saddles,
jackets, boots, pins, sculptures, tack, hats, horse apparel, grooming
products, therapeutic horse products, personal apparel storage,
shaving supply kits, knives and belt buckles;
(C) Cost of specialized arena footing used for competition, including
installation and maintenance of footing;
(D) Management, lease, transportation, feed and management for cattle
to be used in competition;
(E) Rental cost of facilities for the Event; including internal billing;
Event Trust Fund Agreement between
City of Fort Worth, VFW and ApHC 3 of 10
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Rental cost of equipment for the Event;
Officials, judges and staff hired or contracted specifically for the
Event;
Security and paramedics;
On site veterinarian;
Event decorator;
Equine drug testing fees;
Event insurance;
Food provided on-site to event participants or other personnel
necessary to conduct the event; and
Travel expenses including lodging, automobile mileage, rental car
and commercial airfare for event participants or other similar
persons directly related to the conduct of the event, provided that
said individual does not reside in the events market area;
Health Inspection Station;
Parking fees on facility grounds for event staff and officials;
Expenses incurred for health screening and safety protocols for
event attendees, staff and participants;
Photographer, videographer and/or webcaster;
Additional electrical needs for event;
Data and telecommunication services provided at the facility for the
event; and
Freight costs for shipping event related items to the event site.
(iii) The City shall be responsible for distributing the Total Fund Amount. The
City may retain up to $20,000 from the Total Fund Amount as reimbursement for
a portion of the rental discount provided to Company pursuant to section Sc(i)
above.
(iv) Company must provide invoices to the City and VFW for expenses incurred
for the Event. Company must provide any supporting expense documentation as
required by the City, VFW or as requested by the EDT to the full satisfaction of the
City, VFW and the EDT for the Event. The City will make payment(s) to
Company, as applicable, within thirty (30) calendar days after receipt of such
payment from the EDT in accordance with the terms of this Agreement. VFW will
be responsible for dealing with the EDT with respect to disbursements from the
Fund and the City shall be responsible for distributing the Total Fund Amount in
accordance with the terms of this Agreement.
(v) Any payments to the Company as set forth in this Agreement are limited to
the maximum amount available from and approved for eventual distribution from
the Fund established for the Event and must be eligible for payment by the Act.
Under no circumstances will the City be obligated to the Company for more than
that maximum sum when, and if, received from the Fund for the Event. Company
will not seek, and will not be entitled to, payment from the City for any costs not
distributed by the EDT from the Fund established for the Event.
Event Trust Fund Agreement between
City of Fort Worth, VFW and ApHC 4 of 10
6. DOCUMENTATION.
(a) Company will cooperate with the City and VFW in documenting costs incurred by
Company for the Event to evidence the Permissible Uses.
(b) Company hereby certifies and warrants that all documentation submitted to the City
and VFW fully and accurately represent the actual costs incurred by the Company in hosting,
preparing, and conducting the Event and is consistent with the Permissible Uses under the Act.
Company is liable to the City for any damages resulting from a breach of this section. This section
will survive the expiration or termination of this Agreement.
7. NON-EXCLUSIVE REMEDIES.
Except as otherwise provided herein, no remedy herein conferred or reserved is intended
to be exclusive of any other available remedy or remedies, and each and every such remedy is
cumulative and 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 which would be sustained by reason of either party's
failure to comply fully with each of such obligations. Accordingly, the obligations of each party
hereunder are expressly made enforceable by specific performance. If it becomes necessary for
any party to this Agreement to bring suit to enforce or interpret the provisions hereof, the prevailing
party to such suit will be entitled to its reasonable and necessary attorney's fees and costs.
8. TERMINATION FOR CAUSE.
The City may terminate this Agreement if the Company fails to comply with any term,
provision, or covenant of this Agreement in any material respect. If an event of default occurs,
City will give written notice that describes the default in reasonable detaiL The defaulting party
must cure such default within thirty (30) calendar days after receiving notice from City, unless
otherwise agreed to in writing. If the Event is cancelled for any reason, then this Agreement will
terminate immediately and the City will not be held responsible or liable for its obligations
hereunder.
9. 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 will not be affected thereby, and this Agreement will be liberally construed so as to
carry out the intent of the parties to it.
10. NOTICES.
Any notice, request or other communication required or permitted to be given under this
Agreement will be given in writing by delivering it against receipt for it, by depositing it with an
overnight delivery service or by depositing it in a receptacle maintained by the United States Postal
Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the
respective parties at the addresses shown herein (and if so given, will be deemed given when
Event Trust Fund Agreement between
City of Fort Worth, VFW and ApHC 5 of 10
mailed). Notice sent by any other manner will be effective upon actual receipt by the party to be
notified. Actual notice, however and from whomever given or received, will always be effective
when received. Any party's address for notice may be changed at any time and from time to time,
but only after thirty (30) days' advance written notice to the other parties and will be the most
recent address furnished in writing by one party to the other parties. The giving of notice by one
party which is not eXpressly required by this Agreement will not obligate that party to give any
future notice.
City:
City of Fort Worth
Attn: Directar, Public Events Dept.
100 Fort Worth Trail
Fort Worth, TX 76102
COMPANY:
Appaloosa Horse Club
Attn: Lex Smurthwaite
530 S. Asbury Street, Suite 3
Moscow, ID 83843
with copies to:
the City Manager and
the City Attorney
at the same address
�'�
Visit Fort Worth
Attn: Bob Jameson
1201 Throckmorton Street
Fort Worth, TeXas 76102
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
This Agreement is subject to all applicable federal, state and local laws, ordinances, rules
and regulations, including, but not limited to, all provisions of the City's Charter and ordinances,
as amended; provided, however, that any future Charter or ordinance amendment will not be
deemed to modify, amend, or negate any provision of this Agreement.
12. 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.
13. NO WAIVER.
The failure of any party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder will not constitute a waiver of that party's
right to insist upon appropriate performance or to assert any such right on any future occasion.
Event Trust Fund Agreement between
City of Fort Worth, VFW and ApHC 6 of 10
14. VENUE AND CHOICE OF LAW.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement, venue for such action will lie in state courts located in Tarrant County,
TeXas or the United States District Court for the Northern District of TeXas — Fort Worth Division.
This Agreement will be construed in accordance with the laws of the State of Texas.
15. NO THIRD-PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the Parties,
and any lawful assign or successor of VFW or Company, and are not intended to create any rights,
contractual or otherwise, to any other person or entity.
16. FORCE MAJEURE.
It is expressly understood and agreed by the parties to this Agreement that if the
performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of
God, inclement weather, or other circumstances which 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 will be excused from doing or performing the same during such period
of delay, so that the time period applicable to such performance will be extended for a period of
time equal to the period such party was delayed.
17. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement will be interpreted fairly and reasonably, and neither more strongly
for or against any party, regardless of the actual drafter of this Agreement.
18. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and will not
be deemed a part of this Agreement.
19. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement between the Parties, and any
lawful assign and successor of VFW and Company, 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 Agreement.
20. COUNTERPARTS.
This Agreement may be executed in any number of counterparts with the same effect as if
all of the parties had signed the same document. Such executions may be transmitted to the other
party by digital scan or facsimile and such scanned or facsimile execution will have the full force
Event Trust Fund Agreement between
City of Fort Worth, VFW and ApHC 7 of 10
and effect of an original signature. All fully executed counterparts, whether original executions or
scanned or facsimile eXecutions or a combination, will be construed together and will constitute
one and the same agreement.
21. AMENDMENT.
No amendment, modification, or alteration of the terms of this Agreement will be binding
unless the same is in writing, dated subsequent to the date hereof, and duly executed by the Parties
hereto.
22. INDEMNIFICATION AND RELEASE.
(a) COMPANY AND VFW COVENANT AND AGREE TO AND DO HEREBY
INDEMNIFY, HOLD HARMLESS, AND DEFEND, AT THEIR 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, ATTORNEY'S FEES AND COSTS OF DEFENSE), PROCEEDINGS,
DEMANDS, DAMAGES, LIABILITIES, OR SUITS OF ANY HIND 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 REPRESENTATIONS
OR MISREPRESENTATIONS BY COMPANY OR VFW, RESPECTIVELY, AND THEIR
RESPECTIVE 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 IS BROUGHT BY OR AGAINST THE
CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, COMPANY OR
VFW, AS APPLICABLE, ON NOTICE FROM CITY, MUST DEFEND SUCH ACTION
OR PROCEEDING, AT THEIR OWN EXPENSE, BY OR THROUGH ATTORNEYS
REASONABLY SATISFACTORY TO CITY.
(c) 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, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE
INDEMNIFICATION OBLIGATION AND WILL OPERATE TO AMEND THE
INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO
BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF
SUCH LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION
OBLIGATION WILL CONTINUE IN FULL FORCE AND EFFECT.
(d) This section will survive the eXpiration or termination of this Agreement.
Event Trust Fund Agreement between
City of Fort Worth, VFW and ApHC 8 of 10
23. AUDIT.
Company agrees that City and its internal auditor will have the right to audit, which
includes, but is not limited to, the right to complete access to and the right to eXamine, the financial
and business records of Company that relate to the documentation provided to the City pursuant
to this Agreement, including, but not limited to, all necessary books, papers, documents, records,
and personnel, (collectively "Records") in order to determine compliance with this Agreement.
Company must make all Records available to City at 200 TeXas Street, Fort Worth, TeXas or at
another location in City acceptable to both parties within thirty (30) calendar days after notice by
City and will otherwise cooperate fully with City during any audit. Notwithstanding anything to
the contrary herein, this section survives the expiration or earlier termination of this Agreement.
24. ASSIGNMENT.
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 will be binding upon and will inure to the
benefit of the Parties and their respective successors and permitted assigns.
25. AUTHORIZATION.
By executing this Agreement, VFW and Company's agents affirm that each is authorized
to execute this Agreement and that all representations made herein with regard to VFW's and
Company's identity, address, and legal status (corporation, partnership, individual, dba, etc.) are
true and correct.
26. 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 will not be employed in the interpretation of this Agreement or
exhibits hereto.
27. ELECTRONIC SIGNATURES.
This Agreement may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For
these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g.
via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted
via software such as Adobe Sign.
Event Trust Fund Agreement between
City of Fort Worth, VFW and ApHC 9 of 10
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX