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HomeMy WebLinkAbout064973 - General - Contract - Multipurpose Arena Fort Worth dba Trail Drive Management Corp.CSC No. 64973 MANAGEMENT AGREEMENT FOR FOOD AND BEVERAGE SERVICES AT THE WILL ROGERS MEMORIAL CENTER BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORPORATION This MANAGEMENT AGREEMENT FOR FOOD AND BEVERAGE SERVICES AT THE WILL ROGERS MEMORIAL CENTER ("Agreement") is made and entered into as of the Effective Date by and between the CITY OF FORT WORTH ("City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and MULTIPURPOSE ARENA FORT WORTH, D/B/A TRAIL DRIVE MANAGEMENT CORP ("TDMC"), a Texas non- profit corporation, each individually referred to herein as a "party" and collectively referred to herein as the "parties." WHEREAS, the City owns property for the benefit of the public known as the Will Rogers Memorial Center ("WRMC") located in Fort Worth, Texas; and WHEREAS, WRMC provides a multitude of services to meet the needs of respective clients; and WHEREAS, food and beverage concession and catering services are an integral part of the success of WRMC; and WHEREAS, TDMC and the City are parties to that certain Arena Lease Complex Agreement (City Secretary Contract No. 48733) pursuant to which TDMC serves as the management company for the multipurpose arena known as Dickies Arena, located adjacent to the WRMC, and manages and operates the food and beverage concession and catering services at Dickies Arena; and WHEREAS, the City desires to engage TDMC to exclusively manage and operate the food and beverage concession service and non -exclusively operate catering services at WRMC, subject to the terms and conditions contained herein. NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and promises set forth within this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledges, the Parties, intending to be legally bound, mutually agree as follows: I. MANAGEMENT SERVICES 1.1 Mana eg ment Services. City hereby grants to TDMC the exclusive right and privilege to provide food and beverage services and the non-exclusive right and privilege to provide catering services ("Services") at the WRMC. TDMC agrees to exercise the Services at all events in the WRMC in such manner and with such number of personnel as are necessary to provide adequate supplies and service of the food, beverage and other products described herein to patrons of the WRMC. City agrees that it will not, without the prior written consent of TDMC, grant to any party other than TDMC, the right to perform any Services at or upon the WRMC, not including catering services in accordance with City's open catering policy. 1.1.1 In connection with the foregoing grant of rights, City hereby licenses to TDMC the concession stands, customer serving locations, food preparation areas, vendor commissaries, kitchen and warehouse facilities, and other areas related to the foregoing or reasonably required by TDMC to perform the Services at the WRMC ("Food and Beverage Areas"), together with OFFICIAL RECORD CITY SECRETARY FT. WORTH. TX the improvements, equipment, and personal property upon or within such areas, along with the non- exclusive right to use the concourses, spectator seating areas, parking areas, common areas, loading areas, walkways, and other public areas of the WRMC, solely for the purpose of providing Services. TDMC agrees to operate the Food and Beverage Areas with respect to all events at the WRMC in accordance with the terms of this Agreement. 1.1.2 TDMC will provide professional food and beverage and other limited support services for WRMC events and visitors using the existing facilities. The Services will generally include the purchase, preparation, sales, marketing, and service of food, alcoholic and non-alcoholic beverages, and other related food items for WRMC cateredand non -catered events. Concessions and alcohol are exclusives and TDMC must carry the alcohol permit or otherwise secure the right to sell and distribute alcoholic beverages pursuant to applicable law. Services include the operation of permanent concessions stands, portable food and beverage outlets, and permanent food service outlets. Further Services include, but are not limited to: (1) Engaging in collaborative conversations with WRMC staff about food and beverage planning for events at the WRMC. (2) Strategic collaboration with the WRMC sales team. (3) General and special event catering. (4) Operation of temporary retail and movable kiosks, including on the floor catering, mobile ordering platforms, and food trucks. (5) Sourcing locally grown food. 1.1.3 City will be responsible for all expenses associated with water, sewer, electricity, gas and waste disposal utilities involving existing service lines. City will be responsible for all other communications utility expenses, including local and long-distance telephone charges, internet charges, and cable television charges. Any additional electrical or utility service and/or service lines required by TDMC will be at the sole expense of TDMC. 1.2 Office Space. 1.2.1 TDMC will have an exclusive right to use and occupy a designated portion of the WRMC to serve solely as office space for TDMC ("Office Space"), as more particularly shown in Exhibit "B" which is attached hereto and incorporated herein. Such Office Space must be able to be secured by TDMC for the protection and confidentiality of all books and records of TDMC. 1.2.2 At all times during the term of this Agreement, the Office Space shall remain under the control of City and TDMC will not be responsible for any maintenance of the Office Space. TDMC shall be responsible for providing all reasonable and/or necessary supplies and/or equipment to allow TDMC's employees to operate in and use the Office Space, with the cost of such supplies and/or equipment being an Operating Expense (hereinafter defined in Section 5.1.3.). The City shall provide, without cost to TDMC, daily cleaning of the Office Space. 1.2.3 The Office Space shall include a cash room and location for inventory. AGREEMENT FOR WRMC FOOD AND BEVERAGE SERVICES Page 2 of 17 BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. 1.2.4 Upon identification and review by TDMC, TDMC shall take all portions ofthe Office Space and all appurtenances in "AS IS" condition without any express or implied warranty on the part of City. Upon identification and review by TDMC, TDMC shall accept the Office Space in its present condition, suitable for the purposes intended, and with an acknowledgement that it is thoroughly familiar with such condition by reason of a personal inspection and without reliance on any representations by City as to the condition of the Office Space or their suitability for the purposes intended. TDMC's taking possession of the Office Space will be conclusive evidence that: (i) the Office Space is suitable for the purposes and uses for which the same is licensed; and (ii) TDMC waives any and all defects in and to the Office Space and all appurtenances thereto. City shall not be liable to TDMC or its invitees, licensees, subcontractors, or guests for any damage to any person or property due to the acts or omissions of TDMC, or its subcontractors, invitees, licensees, and guests. TDMC shall not be liable to City or its invitees, licensees, subcontractors, or guests for any damage to any person or property due to the acts or omissions of City, or its subcontractors, invitees, licensees, and guests. II. TERM 2.1 Term. This Agreement will be effective on April 14, 2026 and will expire on September 30, 2026 unless earlier terminated in accordance with the terms and conditions of this Agreement ("Term"). 2.2 Termination. In the event that this Agreement is terminated prior to the end of the Term, City will pay TDMC for services actually rendered up to the effective date of termination and TDMC will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, TDMC will provide City with copies of all books and records relating to the Services under this Agreement. III. PERSONNEL 3.1 Generally. It is expressly understood and agreed that TDMC and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of City. Subject to and in accordance with the conditions and provisions of this Agreement, TDMC has the exclusive right to control the details of its operations and activities and is solely responsible for the acts and omissions of its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Neither TDMC, nor any officers, agents, servants, employees or subcontractors of TDMC will be entitled to any employment benefits from City. 3.1.1 City, through its authorized representatives and employees, has the sole and exclusive right to exercise jurisdiction and control over City employees. TDMC represents that all of its employees and subcontractors who perform Services under this Agreement will be qualified and competent to perform the Services set forth herein. TDMC agrees to use reasonable and prudent judgment in the selection and supervision of such personnel, and will strive to employ persons who are courteous and efficient, and who will not use improper language or act in a loud or boisterous manner while performing duties at the WRMC. 3.1.2 TDMC warrants that TDMC will not commit any discrimination against or segregation of any person or group of persons on account of any prohibited category or legally protected class. AGREEMENT FOR WRMC FOOD AND BEVERAGE SERVICES Page 3 of 17 BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. IV. LICENSES; ALCOHOLIC BEVERAGES; TAXES 4.1 Permits and Licenses. TDMC will use reasonable commercial efforts to secure and maintain throughout the Term all licenses and permits necessary for the operation of the Services, including those required for the sale of alcoholic beverages at the WRMC. City will cooperate with TDMC in connection with filing applications for, and securing and maintaining in good standing, any and all licenses and permits and renewals thereof needed by TDMC to fulfill its obligations hereunder. In the event that TDMC is unable to secure or maintain the necessary licenses or permits to sell alcoholic beverages at the WRMC for any reason, or if TDMC is prevented or limited from selling alcoholic beverages at the WRMC for any reason, at TDMC' s request the Parties will re -negotiate in good faith the economic terms of this Agreement so that the economic benefits provided to TDMC hereunder are maintained. If, despite such good faith negotiations, the Parties are unable to come to agreement on the revised economic terms of this Agreement, TDMC may terminate this Agreement, without liability to TDMC, upon thirty (30) days written notice to City. 4.2 Alcoholic Beverages. In connection with the sale of alcoholic beverages hereunder by TDMC, TDMC agrees to strictly comply with the laws of the State of Texas regarding the sale of such beverages to minors. TDMC agrees to adopt an identification policy to verify the age of potential purchasers of alcoholic beverages. TDMC further agrees that it will endeavor not to sell alcoholic beverages to customers who are visibly intoxicated. TDMC will institute and conduct training programs for TDMC employees at the WRMC on the proper standards to use to avoid selling alcoholic beverages to customers who are or who appear to be intoxicated. 4.3 Taxes. TDMC will collect and pay all taxes imposed upon the sale of concession items hereunder, as required by Federal, State or local law. TDMC will be responsible for and pay all social security, unemployment insurance, retirement and other federal and state taxes that are measured by the wages, salaries, or other remuneration paid to persons employed by TDMC. City will be responsible for and hold TDMC harmless from any and all possessory interest or leasehold taxes which may be levied or are in effect during the Term. V. FINANCIAL TERMS AND PAYMENT 5.1 Prepaid Funding Amount. As compensation for the Services rendered under this Agreement, the City will pay TDMC a one-time lump -sum amount of $100,000.00 within ten (10) business days after the Effective Date of this Agreement by ACH wire or check (the "Prepaid Funding Amount"). The Prepaid Funding Amount shall constitute the City's entire and maximum financial obligation under this Agreement. 5.1.1 Start Up Expenses. Subject to the cap of the Prepaid Funding Amount, the City shall be responsible for all start-up expenses in preparation of commencing the Services at the WRMC and TDMC shall pay such expenses from the Prepaid Funding Amount. Start-up expenses shall mean all reasonable out-of-pocket expenses incurred by TDMC including, without limitation, expenses related to staffing the WRMC for Services, obtaining liquor and other required licenses and permits, and otherwise preparing to provide the Services. 5.1.2 Operating Expenses. Subject to the cap of the Prepaid Funding Amount and the limitation set forth below, TDMC shall deduct all Operating Expenses actually and reasonably incurred by TDMC in connection with the Services from the Prepaid Funding Amount. Operating Expenses AGREEMENT FOR WRMC FOOD AND BEVERAGE SERVICES Page 4 of 17 BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. shall be defined as the following: (i) personnel and payroll costs (including payroll taxes and benefits), (ii) product costs (net of the benefit derived from any rebates associated with its purchase of food, beverage and other concession and catering products), (iii) cost of permits and licenses, including without limitation the cost of securing all alcohol permits and licenses, (iv) all taxes paid by TDMC hereunder on the sale of concession items, as described in Section 4.3 below, (v) equipment rental costs, (vi) insurance costs (which will be allocated by TDMC to the WRMC in a reasonable and equitable fashion), (vii) office supplies, printing costs and postage, (viii) telephone charges, (ix) cost of utilities, if applicable, (x) cost of cleaning and sanitizing supplies and pest control, (xi) laundry costs, (xii) armored car and other vehicle expenses, (xiiii) cost of service ware and paper supplies, (xiv) trash removal costs, (xv) computer costs, (xvi) uniform costs, (xvii) advertising and marketing costs, (xviii) cost of ice, (xix) payments to sub -contractors engaged by TDMC hereunder, (xx) decorating costs, and (xxi) any and all other miscellaneous operating expenses that are directly related to the Services provided hereunder. 5.1.2.1 Administrative/Back-of-House Operating_ Expenses. Notwithstanding the foregoing, the following categories of expenses (collectively, "Back -of -House Expenses") shall be capped at seven percent (7%) of Gross Sales (net of applicable sales taxes) for the applicable Monthly Accounting Period: legal fees, accounting fees, accounts payable processing, payroll processing, bank charges, employment agency fees, computer costs, time and labor management system costs, PCI-DSS compliance costs, dues, subscriptions, membership fees, and any other corporate or administrative overhead. Any Back -of -House Expenses exceeding this 7% cap shall be borne solely by TDMC and shall not be charged to the City or deducted from Prepaid Funding Amount. 5.1.2.2 Manaizement Fee. TDMC may charge a monthly management fee of Six Thousand Dollars ($6,000.00) against the Prepaid Funding Amount, but only to the extent there is sufficient remaining balance in the Prepaid Funding Amount to cover such fee after payment of all other Operating Expenses for that month. If insufficient funds remain in the Prepaid Funding Amount, no management fee shall be charged for that month, and TDMC shall not invoice the City for any unpaid management fee. 5.2 Financial Structure. 5.2.1 Operating Accounts. TDMC will establish and maintain, in its name, separate commercial bank accounts for the WRMC (hereinafter collectively referred to as the "Operating Account") and will deposit all gross sales in such account. 5.2.2 Books and Records. TDMC agrees to maintain books and records, in accordance with generally accepted accounting principles and document retention policy, relating to its operations in connection with its management of the Services, as applicable. Such books and records will contain documentation regarding the deposit of all gross sales in the Operating Account, and the incurrence by TDMC of all operating expenses, including copies of invoices of all products and materials purchased by TDMC hereunder, and copies of payroll summaries, deposit receipts and bank statements relating to the Operating Account. City or its designee will have the right to inspect such books and records from time to time upon reasonable notice during the ordinary business hours of TDMC. AGREEMENT FOR WRMC FOOD AND BEVERAGE SERVICES Page 5 of 17 BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. 5.2.3 Financial Reports. TDMC will provide to City, within thirty (30) days following the end of each Monthly Accounting Period (defined as the period beginning on the first day of each calendar month and ending on the last day of that calendar month), financial reports regarding its provision of Services during such Monthly Accounting Period, including a statement showing gross sales and operating expenses for the applicable Monthly Accounting Period. The financial reports shall include: gross sales for the period; itemized Operating Expenses incurred and drawn against the Prepaid Funding Amount; the remaining balance of the Prepaid Funding Amount; and a running cumulative net amount, calculated as gross sales minus actual Operating Expenses incurred. Additionally, TDMC will provide to City, within twenty-four (24) hours following each event at the WRMC, a daily gross sales report in a form to be mutually agreed upon. 5.2.3.1 Final Financial Accounting. No later than October 15, 2026 (or within 30 days after any earlier termination of this Agreement), TDMC shall provide a final financial report of the Operating Account, including Operating Expenses incurred and draws against the Prepaid Funding Amount. If the balance of the Operating Account is positive after all allowable draws against the Prepaid Funding Amount and payment of all Operating Expenses, TDMC shall remit the entire positive balance to the City by electronic funds transfer within 30 days after delivery of the final financial report. If the final balance in the Operating Account is negative or zero, the Parties shall meet and engage in good faith discussion to address the negative balance. Any agreement to resolve the negative balance that requires the City to commit additional funding beyond the Prepaid Amount must be documented in writing and is subject to approval by the Fort Worth City Council. 5.2.4 Audit. TDMC agrees that City will, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of TDMC involving transactions relating to this Agreement. TDMC agrees that City will have access during normal working hours to all necessary TDMC facilities and will be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City will give TDMC reasonable advance notice of intended audits. In the event such audit reveals any underpayment to City, TDMC will promptly pay to City the amount of such deficiency.. If such audit reveals any overpayment to City, City will promptly pay TDMC the amount of such overpayment. TDMC further agrees to ensure this obligation is included in any subcontractor agreement such that any subcontractor performing food and beverage services on TDMC's behalf agrees to be bound by the same audit obligations. VI. INVENTORY; EQUIPMENT; PCI COMPLIANCE 6.1 Inventory. 6.1.1 Upon commencement of operations under this Agreement (the "Commencement Date"), TDMC shall take possession of, and shall use, sell, or otherwise consume (as applicable) all usable food, beverage, and other consumable inventory (including, without limitation, ingredients, prepared items, beverages, paper goods, disposables such as cups, napkins, utensils, condiments, and similar items) remaining on the premises, or as acquired, from the prior operator (Craft Culinary Concepts, LLC) as of the Commencement Date (collectively, the `Existing Inventory"). TDMC shall prioritize the use and depletion of the Existing Inventory before purchasing or ordering new or replacement inventory of substantially similar items, to the extent such Existing Inventory is wholesome, unexpired, unadulterated, AGREEMENT FOR WRMC FOOD AND BEVERAGE SERVICES Page 6 of 17 BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. and suitable for sale or use in accordance with applicable health, safety, and food regulations. The Existing Inventory shall be delivered to TDMC in its "as -is" condition as of the Commencement Date. The City makes no representations or warranties regarding the quantity, quality, condition, merchantability, or fitness for purpose of the Existing Inventory. TDMC shall inspect the Existing Inventory promptly upon receipt and notify the City in writing within five (5) business days of any items it deems unusable due to spoilage, expiration, contamination, or regulatory violation; such unusable items shall be disposed of by TDMC at its expense in compliance with all applicable laws, with documentation provided to the City upon request. The City shall have no obligation to compensate TDMC for any unusable or discarded Existing Inventory. 6.1.2 TDMC will order, stock, prepare, pay for and sell quality food, beverage and other concession and catering products. Consumables will be first quality, wholesome and pure, and all food and beverage merchandise on hand will be stored and handled with due regard for sanitation. TDMC will have sufficient amounts of product prepared and an inventory on the premises so as not to run out of product during an event at the WRMC. During all events at the WRMC, TDMC will post signs and provide menus displaying the prices of items offered for sale. 6.1.3 At the end of the Term, City will purchase (or will require the successor food and beverage company at the WRMC to purchase) from TDMC any remaining food and beverage, and consumable goods (e.g., cups, napkins, etc.), inventory on hand at the WRMC, for the price paid by TDMC for such inventory, as evidence by written invoices or receipts. Notwithstanding the foregoing, City will not be obligated to purchase (or to have the successor food and beverage City purchase) any such inventory that is branded with the TDMC name or logo, or to the extent purchase thereof would be in violation of applicable law. 6.2 Quality/Menus/Brands/Pricing. The brands and price of all products sold by TDMC will be determined by TDMC. Provided price, quality, market acceptability, service and other terms are generally competitive, TDMC agrees to give preference to and feature at the WRMC suppliers of products designated by City who purchase advertising from City (or, if applicable, an agent or licensee of City) so long as the giving of such preference does not violate applicable laws, rules or regulations and the features of such product and terms of such transaction are reasonable (as determined by TDMC in its sole discretion). 6.3 Equipment. TDMC will have the right to use during the Term, all equipment owned or controlled by City existing within the Food and Beverage Areas as of the date hereof and/or subsequently added by City or TDMC to such areas during the Term. City represents that all such equipment is in good working order, and TDMC agrees to exercise reasonable care when using such equipment, so as to avoid any damage to such equipment. 6.4 PCI Data Security Standards Compliance. For Payment Card Industry Data Security Standards (°PCI-DSS") compliance purposes, City will provide, on a segmented network, an appropriate number of wired data connections to the internet for TDMC`s Point of Sale ("POS") devices. City will be responsible for the security of its network, including, without limitation, applicable PCI-DSS compliance. To the extent provided for in the Investment, TDMC will be responsible for procuring and installing POS payment systems that are compliant with the latest PCI-DSS requirements. A POS payment system may include, but is not limited to, POS terminals, payment card swipers, on -premise servers, and additional network hardware. TDMC will be responsible for the PCI-DSS compliance of its POS systems. AGREEMENT FOR WRMC FOOD AND BEVERAGE SERVICES Page 7 of 17 BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. VII. CLIENT AGREEMENTS AND CATERING 7.1 Existing Client Agreements. TDMC shall honor and fully perform all existing client agreements, event contracts, catering commitments, and banquet sales agreements that were entered into by the prior operator (Craft Culinary Concepts, LLC) or the City for events scheduled to occur during the Term of this Agreement. TDMC shall assume all obligations under such agreements, including pricing, menus, service levels, and payment terms, without additional cost or adjustment to the client unless mutually agreed in writing by the client and TDMC with the City's prior written approval. 7.2 Repeat Customers and Past Agreements. TDMC shall work cooperatively with the WRMC management team to honor pricing, menus, service standards, and other terms previously extended to repeat customers and long-standing clients of the WRMC. TDMC shall not increase prices or materially alter terms for such customers during the Term without the prior written approval of the City's Public Events Department Director or designee. 7.3 Commissions on Outside Catering. TDMC may provide catering services on a non-exclusive basis. However, any revenue, commissions, fees, or other income generated from outside catering services or third -party caterers servicing events at the WRMC shall belong solely to the City. TDMC shall have no right, title, or interest in any such revenue. TDMC shall promptly forward to the City any payments it receives from outside caterers and shall provide the City with full documentation of all such transactions upon request. VIII. MAINTENANCE 8.1 Maintenance. TDMC will perform routine service on all food and beverage related mechanical, electrical, and plumbing systems. TDMC will perform routine service on all fixtures, equipment, furniture and other property installed, furnished or supplied by or for the benefit of TDMC in providing Services so that such items are kept in good order and repair. TDMC will further make all necessary repairs thereto. TDMC will maintain all equipment in a manner consistent with industry standards and will keep the equipment in good working order. TDMC will provide all additional smallwares and dishes used on the premises including, but not limited to, small appliances, pots, pans, utensils, serving dishes, tableware, and glassware ("Smallwares") that are required to operate during the Term. TDMC will also provide all point - of -sale systems and related equipment for restaurant sales transactions and office and related furniture for its private office use ("Concessionaire Furnishings"). City will provide and maintain banquet/meeting tables and chairs. 8.1.1 Notwithstanding the above, the City shall be responsible for the maintenance, repair, and replacement of City -owned property and equipment at the WRMC. TDMC shall promptly notify the City in writing of any City -owned equipment that TDMC reasonably believes requires maintenance, repair, or replacement. Upon receipt of such notice, the City will evaluate the issue and determine, in its sole discretion, whether and how to address the repair or replacement. TDMC shall have no authority to perform or contract for repairs or replacements of City -owned equipment without the City's prior written approval, and the City shall have no obligation to reimburse TDMC for any such costs incurred without such approval. In no event shall any maintenance, repair, or replacement costs for City -owned equipment be drawn from or charged against the Prepaid Funding Amount. AGREEMENT FOR WRMC FOOD AND BEVERAGE SERVICES Page 8 of 17 BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. 8.2 Cleaniniz. TDMC will maintain the Food and Beverage Areas in a clean and neat condition by cleaning, on a day-to-day basis, the interiors of the Food and Beverage Areas and bars, concession stands and vending stations under its control at the WRMC (and within a five (5) feet perimeter of such stands and stations). TDMC will further clean, as needed, the walls, windows, ceilings, light fixtures and equipment located within the Food and Beverage Areas. TDMC will deposit in receptacles provided by City all waste, garbage and refuse which will accumulate in the Food and Beverage Areas. TDMC will also provide pest control services as may be .necessary for the Food and Beverage Areas. 8.3 Compliance. TDMC will comply with and observe all federal, state and local laws, ordinances and regulations as to sanitation and the purity of food and beverages or otherwise relating to its operations under this Agreement. IX. INSURANCE 9.1 TDMC Insurance. TDMC agrees to secure and maintain throughout the Term insurance coverage in the manner and amounts as set forth in Exhibit "A" attached hereto, and will provide to City promptly following the Effective Date a certificate or certificates of insurance evidencing such coverage. 9.2 City 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. City will provide a letter of self -insured status as requested by TDMC. 9.3 Rating and Additional Insureds. All insurance policies will be issued by companies rated no less than A VIII in the most recent "Bests" insurance guide, and licensed in the State of Texas, and will be in such form and contain such provisions as are generally considered standard for the type of insurance involved. City, and its officers, elected officials and employees ("City Additional Insureds") will be named as additional insureds under the commercial general liability policy and the commercial automobile liability policy to be obtained by TDMC. X. LIABILITY AND INDEMNIFICATION 10.1 TDMC LIABILITY. TDMC WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF TDMC, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 10.2 GENERAL INDEMNIFICATION. TDMC HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, ELECTED OFFICIALS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO TDMC'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN AGREEMENT FOR WRMC FOOD AND BEVERAGE SERVICES Page 9 of 17 BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF TDMC, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 10.3 CITY LIABILITY. CITY WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CITY, ITS OFFICERS, ELECTED OFFICIALS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 10.4 Survival. The obligations of the Parties contained in this Section 9 will survive the termination or expiration of this Agreement and continue on indefinitely. X1. CONFIDENTIAL INFORMATION 11.1 Confidential Information. TDMC, for itself and its officers, agents, and employees, agrees that it will treat all information provided to it by the City ("City Information") as confidential and will not disclose any City Information to a third party without the prior written approval of the City. 11.2 Unauthorized Access. TDMC will store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete, or otherwise corrupt City Information in any way. TDMC will notify the City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, TDMC will, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and will fully cooperate with the City to protect such City Information from further unauthorized disclosure. XII. AGREEMENT TRANSFER OR ASSIGNMENT 12.1 Assignment. TDMC may assign all or a portion of the performance of the Services under this Agreement to an affiliated entity or an entity that provides substantially similar services; provided, however that: (i) such assignment does not materially diminish the quality or scope of the Services; (ii) TDMC remains fully responsible for the performance of the Services under the Agreement; and (iii) TDMC provides written notice to City prior to such assignment, and City consents to such assignment thereto. Except as provided above, neither this Agreement nor any rights or obligations hereunder may be assigned without the prior written consent of the other party, which shall not be unreasonably withheld. AGREEMENT FOR WRMC FOOD AND BEVERAGE SERVICES Page 10 of 17 BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. XIII. MISCELLANEOUS 13.1 Authorization. 13.1.1 TDMC represents and warrants that it has the full right and legal authority to enter into this Agreement and to grant the rights and perform the obligations of TDMC herein, and that, except as otherwise set forth herein, no third party consent or approval is required to grant such rights or perform such obligations hereunder. 13.1.2 City represents and warrants that it is the authorized operator of the WRMC, and that it has the full right and legal authority to enter into this Agreement and to grant the rights and perform the obligations of City herein, and that no other third party consent or approval is required to grant such rights or perform such obligations hereunder. 13.2 Force Majeure. City and TDMC will exercise all commercially reasonable 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 affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event. The notice required by this section must be addressed and delivered in accordance with Section 13.3 of this Agreement. 13.3 Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when: (1) hand -delivered to the other Party, its agents, employees, servants or representatives; (2) delivered by facsimile with electronic confirmation of the transmission; or (3) received by the other Patty by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102-6314 With copy to Fort Worth City Attorney's Office at same address To TDMC: Trail Drive Management Corp. Attn: Matt Homan 1911 Montogomery Street Fort Worth, TX 76107 copy to TDMC's General Counsel at same AGREEMENT FOR WRMC FOOD AND BEVERAGE SERVICES Page 11 of 17 BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. 13.4 Severability. If a court of competent jurisdiction determines that any term of this Agreement is invalid or unenforceable to any extent under applicable law, the remainder of this Agreement (and the application of this Agreement to other circumstances) will not be affected thereby, and each remaining term will be valid and enforceable to the fullest extent permitted by law. 13.5 Prior Agreements. This Agreement (including the schedule(s) attached hereto) constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, correspondence, conversations, agreements, and understandings concerning the subject matter hereof. Accordingly, the Parties agree that no deviation from the terms hereof will be predicated upon any prior representations, agreements or understandings, whether oral or written. 13.6 Amendments. Neither this Agreement nor any of its terms may be changed or modified, waived, or terminated (unless as otherwise provided hereunder) except by an instrument in writing signed by an authorized representative of the Party against whom the enforcement of the change, waiver, or termination is sought. 13.7 Waiver; Remedies. No failure or delay by a Party hereto to insist on the strict performance of any term of this Agreement, or to exercise any right or remedy consequent to a breach thereof, will constitute a waiver of any breach or any subsequent breach of such term. No waiver of any breach hereunder will affect or alter the remaining terms of this Agreement, but each and every term of this Agreement will continue in full force and effect with respect to any other then existing or subsequent breach thereof. The remedies provided in this Agreement are cumulative and not exclusive of the remedies provided by law or in equity. 13.8 Relationship of Parties. TDMC is engaged by City hereunder as an independent contractor to perform the services described herein, and nothing contained in this Agreement will be deemed to create, whether express or implied, a partnership, joint venture, employment, joint employer, or agency relationship between City and TDMC, except as otherwise expressly set forth in this Agreement. 13.9 Immigration Nationality TDMC will verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, TDMC will provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. TDMC will adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any TDMC employee who is not legally eligible to perform such services. TDMC WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY TDMC, TDMC'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to TDMC, will have the right to immediately terminate this Agreement for violations of this provision by TDMC. 13.10 No Boycott of Israel. If TDMC has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. TDMC 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" will have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreement, TDMC certifies that TDMC's signature provides written verification AGREEMENT FOR WRMC FOOD AND BEVERAGE SERVICES Page 12 of 17 BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. to City that TDMC: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. 13.11 Prohibition on Boycotting Energy Companies. TDMC acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of City with a company with 10 or more full-time employees 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 meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, TDMC certifies that Contractor's signature provides written verification to City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 13.12 Prohibition on Discrimination Against Firearm and Ammunition Industries. TDMC acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partially from public funds of City with a company with 10 or more full-time employees 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 meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, TDMC certifies that Contractor's signature provides written verification to City that Contractor: (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 against a firearm entity or firearm trade association during the term of this Agreement. 13.13 Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 13.14 Non -Discrimination Covenant. TDMC, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of TDMC's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY TDMC, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, TDMC AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13.15 Compliance with Laws, Ordinances, Rules and Regulations. TDMC agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies TDMC of any violation of such laws, ordinances, rules or regulations, TDMC must immediately desist from and correct the violation. AGREEMENT FOR WRMC FOOD AND BEVERAGE SERVICES Page 13 of 17 BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. 13.16 Counterparts; Faxed or Emailed Signatures. This Agreement maybe executed in counterparts, each of which will constitute an original, and all of which together will constitute one and the same document. 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 inselted via software such as Adobe Sign. 13.17 Entirety of Agreement. This Agreement contains the entire understanding and agreement between the City and TDMC, 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 Agreement. 13.18 Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. [Signature Page Follows] AGREEMENT FOR WRMC FOOD AND BEVERAGE SERVICES Page 14 of 17 BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the 14" day of April 2026 ("Effective Date") [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: City of Fort Worth 64wwlk— By: Dianna Giordano (Apr 2, 2026 13:47:58 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: Apr 2, 2026 TDMC: Trail Drive Management Corp., a Texas non-profit corporation By: Name:!'} Title: Pros: Date: W d.46 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name Title: Michael Crum (Apr 2, 2026 14:19:10 CDT) Mike Crum Dep. Director, Public Events Department Approved as to Form and Legality: By: Name: Taylor C. Paris Title: Assistant City Attorney Contract Authorization: M&C: N/A 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: Title: .A�iaei ?ncA/<�auu+� Allison McNamara Asst. Pub. Facilities and Events Director City Secretary: By: Name: Jannette Goodall Title: City Secretary AGREEMENT FOR WRMC FOOD AND BEVERAGE SERVICES BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. FOgTn°Qa �oF q�" O9.a1d aP°nnaezA`+oa OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 15 of 17 Exhibit "A" At all times during the Term of this Agreement, TDMC will maintain the following coverages, in the amounts set forth below. TDMC must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any services pursuant to this Agreement: Coverage and Limits 1. Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate 2. Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by TDMC, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. 3. Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed 4. Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit General Requirements (a) The commercial general liability and automobile liability policies must name City or TDMC, as applicable, as an additional insured thereon, as its interests may appear. The term includes its employees, officers, elected officials, agents, and volunteers in respect to the contracted services. The term TDMC includes its managers, officers, employees and agents in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City or TDMC, as applicable. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. (d) 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. AGREEMENT FOR WRMC FOOD AND BEVERAGE SERVICES Page 16 of 17 BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. Exhibit "B" OFFICE SPACE KEY: Main F&B Offices (ororodki nortMost c nwcf J: r Cv%aum Lobby *Secondary Office located on r UuAda of SfocAmonT Cafe hr Comb Barn t WnM.� M.rlla(e GarrK t I F.. G TV Ln LY�.I�Gr �. I S rFm, wG7 n II tT aan f111+ •AVM ii 9lJ LOr rl WILL DOGE RS MEMogl4E I.ENTER r 0 n T won TH 2026 AGREEMENT FOR WRMC FOOD AND BEVERAGE SERVICES Page 17 of 17 BETWEEN THE CITY OF FORT WORTH AND TRAIL DRIVE MANAGEMENT CORP. FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Multipurpose Arena Fort Worth d/b/a Trail Drive Management Corp. Subject of the Agreement: Food and beverage services agreement for the WRMC M&C Approved by the Council? * Yes ❑ No 0 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: April 14, 2026 If different from the approval date. Expiration Date: September 30, 2026 If applicable. Is a 1295 Form required? * Yes ❑ No 0 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.