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HomeMy WebLinkAbout065515 - General - Contract - Gendy Street Management Corp.CSC No. 65515 QUALIFIED MANAGEMENT AGREEMENT FOR THE WILL ROGERS MEMORIAL CENTER BETWEEN THE CITY OF FORT WORTH AND GENDY STREET MANAGEMENT CORP. This QUALIFIED MANAGEMENT AGREEMENT FOR 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 GENDY STREET MANAGEMENT CORP. ("GSMC" )} a Texas non-profit corporation acting by and through its duly authorized representative, 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"), the boundaries of which are shown on the attached Exhibit "A"; and WHEREAS, the WRMC was built in 1936 and hosts events related to public entertainment, sports, and specialized equestrian and livestock shows, including the annual Fort Worth Stock Show & Rodeo ("Fort Worth Stock Show"); and WHEREAS, the Southwestern Exposition & Livestock Show, d/b/a Fort Worth Stock Show & Rodeo ("FWSSR") is a non-profit corporation with specialized expertise in managing equestrian and livestock shows and has historically partnered with the City to attract, maintain relations with, and manage equestrian and livestock shows in addition to providing expertise and financial support to the City for the maintenance and improvement of facilities at the WRMC; and WHEREAS, Event Facilities Fort Worth, Inc. ("EFFW") is a non-profit supporting organization of FWSSR with specialized expertise in managing renovations and other facilities improvements for equestrian, livestock, and public event venues, and has historically partnered with the City to maintain and enhance the WRMC as a world -class public entertainment, cultural, and equestrian facility for the use, benefit, and enjoyment of the public; and WHEREAS, Multipurpose Arena Fort Worth, d/b/a Trail Drive Management Corp. ("TDMC") is a non-profit corporation organized for the purposes of lessening the burdens of local government with specialized expertise in managing public event venues and parking facilities and since 2019 has operated the City -owned multipurpose arena without any subsidy from the City as a world -class event venue that generates business and tax revenues in the local economy; and WHEREAS, GSMC is a newly formed non-profit corporation established by the same individuals and leadership teams responsible for the operations and contributions of FWSSR, EFFW and TDMC, with the express purpose of serving as a dedicated entity to manage the WRMC in a manner substantially similar to FWSSR's, EFFW's and TDMC's roles, carrying forward FWSSR's, EFFW's and TDMC's missions, expertise, and commitments to the WRMC and the City; and OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX WHEREAS, GSMC and the City intend for GSMC to assume and continue the longstanding collaborative relationship held by EFFW and TDMC, including the mutual goal of enhancing the services and facilities at WRMC, and the City desires to engage GSMC to manage the day-to-day operations of the WRMC while ensuring continued compliance with applicable federal tax rules governing the tax-exempt status of bonds that have financed improvements to the WRMC; and WHEREAS, EFFW, TDMC, and the City have consistently partnered together over a number of years on WRMC projects, including, (i) EFFW's recent contribution of $5,000,000.00 to the City to be used for Phase I renovations to the WRMC, (ii) FWSSR's many contributions to the improvements to the WRMC facilities in the over 80 years that WRMC has been its home, including FWSSR providing financial support in recent years for phases one, two and three of the WRMC livestock barn renovations through its obligation to pay 50% of the City's taxable bond obligations associated with these projects, totaling over $60,000,000 in par value, and (iii) TDMC acting as a non-profit manager of the parking program at WRMC; and WHEREAS, GSMC, as an entity formed by FWSSR's, EFFW's and TDMC's leadership, will continue to build upon these contributions and partnerships; and WHEREAS, EFFW has assisted the City with the planning, design, and construction of numerous capital projects at WRMC and, pursuant to City Secretary Contract No. 61043, currently provides planning and construction management services to the City for approved capital projects at WRMC under the City's master capital improvement plan for WRMC, and GSMC will assume and maintain these specialized services in furtherance of the same objectives; and WHEREAS, the City recognizes that GSMC, through its formation by and continuity with FWSSR, EFFW and TDMC, is a non-profit corporation that will continue to provide significant financial and other benefits to the WRMC and therefore qualifies to be directly awarded an agreement to manage the WRMC, pursuant to Texas Local Government Code § 252.022(a)(7)(F); and WHEREAS, the City finds that the WRMC is a complex, multi -purpose equestrian and event facility requiring specialized skills, extensive experience, and advanced training in equestrian event coordination, large-scale venue operations, and strategic programming to ensure safety, compliance, and operational success in this highly technical field and, therefore, management services for the WRMC constitute professional services exempt from competitive bidding pursuant to Texas Local Government Code § 252.022(a)(4); and WHEREAS, the Fort Worth City Council ("City Council") finds that the payments and fee waivers provided to GSMC under this Agreement serve a public purpose and sufficient controls are in place to ensure that the public purpose is carried out. NOW, THEREFORE, in consideration of the mutual promises and benefits stated herein and other good and valuable consideration, the City and GSMC mutually agree as follows: I. WRMC 1.1 Qualified Management Agreement. The purpose of this Agreement is to provide for the professional management and operation of the WRMC by GSMC. This Agreement qualifies as a qualified management agreement under IRS Revenue Procedure 2017-13 (or successor guidance), and GSMC's management of the WRMC in accordance with the terms and restrictions of this Agreement therefore does not constitute private business use of facilities financed with tax-exempt bonds. The parties acknowledge that the Annual Funding Commitment (defined below) provided by the City represents the anticipated operating deficit for the WRMC and includes reasonable compensation for the Management Services (defined below), that no portion of such compensation is based on net profits or net losses of the WRMC, and that the City retains ultimate control and economic risk with respect to the WRMC. 1.2 Excluded Areas. The following areas within the WRMC are specifically excluded from this Agreement for the periods of time indicated: Tower Hallway, Room T2 (a space dedicated for Fort Worth Police Department purposes), throughout the year; Fire Station 80 (a space dedicated for Fort Worth Fire Department purposes during the Fort Worth Stock Show), only during the Fort Worth Stock Show; and office space for the Southwestern Exposition and Livestock Show, throughout the year (collectively, the `Excluded Areas"). From time to time during the Term (defined below) the City may designate other temporary facilities within the WRMC for use by the Fort Worth Police Department, and these facilities will also be Excluded Areas under this Agreement during the periods of use by the Fort Worth Police Department. During periods other than during the Fort Worth Stock Show, Fire Station 80 shall not be an Excluded Area and will be subject to GSMC management under this Agreement. Notwithstanding the foregoing, GSMC shall remain responsible for providing routine cleaning, maintenance, and repair services to the Excluded Areas under this Agreement, consistent with its responsibilities for other WRMC areas, provided that such services shall not confer on GSMC any right of control or use of the Excluded Areas. II. TERM 2.1 Term. This Agreement will be effective upon signature by the City's assistant city manager below with Management Services by GSMC commencing on October 1, 2026 and will expire on September 30, 2037, unless earlier terminated in accordance with the terms and conditions of this Agreement ("Term"). 2.2 Renewals. This Agreement may be renewed for up to two successive five-year renewal terms only upon mutual written agreement of the parties as to both the decision to renew and the terms and conditions applicable to each such renewal term. For each potential renewal: 2.2.1 If either party elects not to renew this Agreement for the upcoming renewal term, that party shall give the other party written notice of non -renewal no later than twenty-four (24) months prior to the expiration date of the then -current Term, and this Agreement shall expire at the end of the then current Term without renewal. If neither party gives notice of non -renewal, then the parties shall be deemed to elect to renew this Agreement for the upcoming renewal term, subject to the provisions of Sections 2.2.2 — 2.2.5 below. 2.2.2 If neither party gives notification of non -renewal as provided in Section 2.2.1 above, then either party may propose revisions to the terms and conditions of this Agreement for the upcoming renewal term by providing the other party with written notice of its proposed revised terms no later than twenty-four (24) months prior to the expiration date of the then -current Term. 2.2.3 If revisions are proposed, the parties shall negotiate in good faith to reach agreement on such revisions and on the overall renewal. Such negotiations shall conclude no later than twelve (12) months prior to the expiration of the then -current Term. 2.2.4 If the parties are unable to reach agreement on revisions and/or renewal pursuant to Section 2.2.3, either parry may, no later than twelve (12) months prior to the expiration of the then -current Term, provide written notice withdrawing its election to renew, in which case this Agreement shall expire at the end of the then -current Term without renewal. 2.2.5 If either parry does not timely withdraw its renewal election, this Agreement shall renew for the next five-year renewal term on the existing terms and conditions (as amended by any revisions mutually agreed during negotiations), subject to further amendment thereafter by mutual written agreement. For illustrative purposes only, with respect to the first potential renewal (initial Term expiring September 30, 2037): either parry's non -renewal election notice is due no later than September 30, 2035, which is also the deadline to timely propose revisions to the terms for the upcoming renewal term. If revisions are proposed, good -faith negotiations must conclude no later than September 30, 2036. If the parties do not reach agreement on any or all proposed revisions, either party may withdraw its election to renew no later than September 30, 2036 (approximately 12 months prior to expiration), in which case the Agreement will expire at the end of the then -current Term. The same timeline shall apply, measured from the expiration of the then -current Term, for the second potential renewal and any other renewal terms that may otherwise be authorized pursuant to this Agreement as later amended. III. MANAGEMENT SERVICES 3.1 Management Services. Upon the Effective Date of this Agreement, as described in Section 2.1, GSMC shall, at its sole expense, begin hiring, assigning, and training employees as necessary to prepare for performance of the Management Services required by this Agreement. GSMC shall assume full responsibility for all Management Services (other than for the Excluded Areas), take possession of the associated equipment, and commence active management and operation of the WRMC in accordance with the terms and conditions of this Agreement on October 1, 2026 (the "Management Services Commencement Date"). The term "Management Services"} in addition to the services detailed in Section 3.7., includes: management of the administration, maintenance, exhibits, landscape, programs, special events, advertising, sales, event coordination, volunteers, admissions, contracts, improvements, operations, and security for the WRMC. GSMC will manage the WRMC as a public entertainment venue for the use, benefit, and enjoyment of the public and the attraction of visitors and tourists to the City of Fort Worth. 3.1.1 The above notwithstanding, the parties acknowledge and agree that, where economically advantageous, GSMC may obtain certain goods or services necessary to provide Management Services via the City or a City contract, that such arrangement would be for purposes of saving costs and not constitute any right or obligation on the part of the City to provide Management Services, and that payment for such goods or services will be accounted for in accordance with Section 8 of this Agreement. 3.2 Licenses, Alcoholic Beverages, and Permits. GSMC acknowledges and agrees that Trail Drive Hospitality, LLC ("TDH") is currently the exclusive food and beverage service provider for all events at the WRMC pursuant to an agreement between the City and TDMC. The Agreement with TDMC includes managing and providing food, food products, and non-alcoholic and alcoholic beverages at the WRMC, and TDH is currently the only entity authorized to provide these services at the WRMC and to hold the associated licensing as required by applicable state law. All revenue shall flow through the financial account of TDH. TDH shall obtain the right to manage the sale of alcoholic beverages, agree to strictly comply with the laws of the State of Texas regarding the sale of such beverages to minors and adopt an identification policy to verify the age of potential purchasers of alcoholic beverages. TDH shall further agree that it will endeavor not to sell alcoholic beverages to customers who are visibly intoxicated. TDH will institute and conduct training programs for all 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. TDH will provide written notice to the City within thirty (30) days of any changes to the permits and licensing for the sale of alcoholic beverages at the WRMC. 3.3 Parking. 3.3.1 Parking Agreement. The City has an agreement with TDMC for event and daily parking at the WRMC (the "Parking Agreement"), attached hereto as Exhibit "B". The Parking Agreement will remain in full force and effect during the Term until it is terminated according to its terms and conditions. Alternatively, if agreeable to all parties, the City may assign its rights and obligations under the Parking Agreement to GSMC. Such assignment shall require GSMC to assume all City obligations, duties, and responsibilities under the Parking Agreement and require GSMC to maintain detailed records (including financial, operational, maintenance, and compliance records) for City review upon request. Notwithstanding the foregoing, GSMC, as manager of the WRMC, will facilitate the successful performance of the respective parties' obligations and duties under the Parking Agreement while it is in effect. The City retains the right to approve any changes to parking rates for WRMC events that are not ticketed, reserved seating, sports and entertainment events because the City must ensure that all parking tax revenues continue to support the City's capital and debt obligations. If the City assigns the Parking Agreement to GSMC, then GSMC must adhere to its terms. 3.3.2 Parking for Certain County and City Events. Additionally, the City has entered into an Interlocal Agreement with Tarrant County (attached hereto as Exhibit "C") concerning access to the WRMC for up to 10 events per year, subject to availability, identified as Fort Worth City Secretary Contract No. 60527 (the "County ILA"). The County ILA provides the County with a $100,000.00 credit that may be used against any rental or parking fees associated with County events at the WRMC. GSMC agrees to honor the commitments made by the City in accordance with the terms of the County ILA and to offer substantially the same event reservation opportunities and credit against rental and parking fees to the City as may be requested by the City in writing from time to time for the City's internally - produced events. 3.3.4 Debt Obligation Pam. Until such time as the City's outstanding debt attributable to the Western Heritage Garage is retired (currently anticipated in 2033), the first One Hundred Seventeen Thousand Two Hundred Ninety -Six Dollars ($117,296) of annual parking operating revenues shall be retained by the City for debt service related to the Western Heritage Garage. The City shall invoice GSMC monthly for such Debt Obligation and GSMC will pay the invoice net thirty (30) days. In the event installments are insufficient to make debt service payments as they are due, additional funds, up to the total amount of revenues attributable to the City under the Parking Agreement, may be withdrawn from the GSMC Operating Account to make the debt service payments. Upon the retirement of the City's debt attributable to the Western Heritage Garage, the separate retention by the City shall no longer apply. 3.4 Improvements. Any capital improvement project proposed by GSMC and to be managed by GSMC-or EFFW, including the construction of all new buildings or permanent structures in the WRMC that require a building permit ("Permanent Improvements") shall be submitted to the City for approval under that certain Master Services Agreement concerning WRMC capital projects entered into between the City and EFFW on March 5, 2024 and identified as Fort Worth City Secretary Contract No. 61043 ("Capital Improvements Agreement"). In accordance with the terms of the Mayor and Council action approving this Agreement, the City will not require a plat of the WRMC for building permits for Permanent Improvements, and the City will waive building permit fees, all city development fees, and any applicable City transportation impact fees for each Permanent Improvement. Upon completion of construction of a Permanent Improvement, ownership of the Permanent Improvement will be transferred to the City by deed. GSMC will maintain all Permanent Improvements and existing exhibits and structures in the WRMC as part of the Management Services. The City shall be primarily responsible for funding approved Permanent Improvements using available and lawfully appropriated funds, including amounts designated under the City's PAYGO incentive, pursuant to the Capital Improvements Agreement. Nothing in this provision shall preclude GSMC or EFFW from fundraising, soliciting donations, or contributing funds toward approved Permanent Improvements (or additional improvements mutually agreed by the Parties), which may offset or supplement the City's funding obligations for such projects. GSMC, EFFW, and the City may mutually agree that certain capital projects will be managed by the City directly. 3.5 Contracting. 3.5.1 GSMC will manage the hiring, letting, contracting or franchising of any of the work necessary to fulfill the Management Services under this Agreement. All such contracts paid for with the Annual Funding Commitment or revenues from operations at the WRMC must be in conformity with the terms and conditions of this Agreement and all other applicable laws, rules, regulations, and City policies. GSMC may use industry -standard procurement practices in order to carry out the Management Services in accordance with this Agreement; provided that such practices adhere to applicable laws, rules, policies, and regulations. To maximize cost efficiencies and where advantageous, GSMC may utilize the City's existing contracts, purchasing agreements, or cooperative purchasing programs for utilities (including electricity and water), goods, or services necessary for Management Services, subject to City approval and compliance with applicable procurement laws. 3.5.2 For contracts involving the constructing, altering, or repairing of a public building or carrying out or completing any public work, GSMC will require the prime contractor, before beginning the work, to execute the following bonds with the City listed as an obligee, in the amount of the contract: (1) a performance bond if the contract is in excess of $100,000.00; and (2) a payment bond if the contract is in excess of $50,000.00. Any Permanent Improvements shall be performed in accordance with the Capital Improvements Agreement. 3.5.3 GSMC will make a good faith effort to promote the participation of qualified small businesses, consistent with the City's Small Business Development Program as it may be amended from time to time, in any contracts for goods or services that exceed $100,000.00. 3.5.4 Pursuant to Section 334.041(e) of the Texas Local Government Code ("Chapter 334"), competitive bidding laws, including Chapter 271 of the Local Government Code, do not apply to the planning, acquisition, establishment, development, construction, or renovation of an approved venue project. The WRMC is part of an approved venue project under the provisions of Chapter 334. Therefore, if the City provides funds for capital projects or other uses identified above, competitive bidding is not required. However, GSMC is responsible for ensuring the proposed project qualifies for the exemption provided by Chapter 334 and any construction activity is performed in accordance with industry -standard and commercially reasonable practices. 3.6 Audits. 3.6.1 GSMC will keep complete and accurate records, books and accounts of all receipts and disbursements from its operations at the WRMC during the Term. The City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during those three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of GSMC involving transactions relating to this Agreement. GSMC agrees that the City will have access during normal working hours to all necessary GSMC facilities and will be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City will give GSMC reasonable advance notice of intended audits. The City will bear the cost and expense of conducting an audit but will not be obligated to reimburse GSMC for personnel or overhead costs associated with GSMC employees cooperating with or participating in an audit. 3.6.2 On an annual basis, GSMC will obtain an audit, performed by a third -party certified public accountant, of the funds, receipts, and expenditures of GSMC and its affiliated entities with the revenues and expenses of the WRMC broken out where feasible. On request by the City, GSMC will provide the City with a copy of the audit. GSMC will provide a report to the City on revenues, expenditures, and operations at the WRMC no later than 90 days following the end date of the report. For the first three years of the Term the report will be submitted semi-annually for periods ending March 3 Pt and September 30th. After the first three years of the Term, the report will be submitted annually for each fiscal year. The report must include a summary of operating results and must specifically report progress against goals for the WRMC related to: a. Customer performance metrics; b. Financial performance: Comparing actual financial performance to the expectations established in annual budget; c. Occupied square footage: Comparative to budget projections and showing any year/year variance; and d. Event variance: Number and attendance of events comparative to budget projections and showing any year/year variance, including event name, date, attendance, and revenues generated by category. 3.7 Scope of Management Services: GSMC will manage the WRMC except to the extent it consists of Excluded Areas, by providing the following services (either directly or through subcontractors), the net cost of which will be covered by the Annual Funding Commitment and WRMC operating revenues: 3.7.1 24- hour security; 3.7.2 Marketing, advertising, and communications; 3.7.3 Janitorial and groundskeeping services; 3.7.4 Facility maintenance and upkeep; 3.7.5 Event booking and event contracting, including assuming control and responsibility for existing City contracts at WRMC; 3.7.6 Sponsorship sales (with revenues from any year-round sponsorships being allocated between WRMC and the tenant or event holder who is the genesis for such sponsorship as reasonably determined by GSMC or by preexisting City contracts, if applicable); 3.7.7 Event coordination; 3.7.8 Event setup and teardown; 3.7.9 Food and beverage services; 3.7.10 Internet services (through the Network Access Agreement attached as Exhibit "D" and utilizing the City's third -party internet provider); and 3.7.11 Utilities services. 3.8 Sponsorships and Naming Rights. 3.8.1 Agreements. 3.8.1.1 All sponsorship and naming rights revenues attributable to WRMC facilities (as opposed to the event holder or tenant under 3.7.6) shall be deposited into the GSMC Operating Account (as defined herein); 3.8.1.2 The City's prior written approval shall be required as to term, benefits, and any references to facility names for any sponsorship or naming rights agreement, having a term of over five (5) years (including renewals) or that involves erection of permanent signage on the WRMC; 3.8.1.3 Any presenting sponsorship of a named building is nonexclusive and does not constitute naming rights, and the presenting sponsor's name shall not be used in legal descriptions or convey any right of control over a facility; 3.8.1.4 No sponsorship agreement may grant a leasehold, easement, option, right of first refusal, or any other property interest in any City facility; 3.8.1.5 Any and all sponsorship and naming rights, licenses and agreements shall be structured in a manner that does not adversely affect the tax-exempt status of the City's tax-exempt bonds issued for the benefit of the WRMC; and 3.8.1.6 Terms longer than five (5) years (including renewals) require City Council approval. 3.8.2 Revenues. All revenues from sponsorships and naming rights shall be deposited into the GSMC Operating Account. In the case of any sponsorship agreement that includes bundled or packaged benefits (e.g., a combination of permanent or WRMC-wide signage, branding, or entitlements together with temporary, event -specific activations, signage, promotions, or entitlements), GSMC shall have the authority, in its reasonable discretion, to determine the fair market value attributable to (i) the WRMC (including any permanent or general branding benefits) and (ii) the specific event(s) or tenant(s) (including any temporary or event -specific benefits). Based on such determination, GSMC shall allocate the sponsorship fees, consideration, or other proceeds accordingly. The portion attributable to the WRMC shall be deposited in the GSMC Operating Account (as defined herein). The portion attributable to the event or tenant shall be allocated and remitted to the applicable event or tenant or otherwise handled as provided in the applicable event license agreement or as directed by GSMC consistent with industry practices. IV. FURNITURE, FIXTURES, EQUIPMENT, VEHICLES, ARTWORK, AND INTELLECTUAL PROPERTY 4.1 Furniture, Fixtures, Equipment, and Vehicles. 4.1.1 The City will permit GSMC to use all City -owned furniture, fixtures, equipment and vehicles currently used within the WRMC to enable GSMC to perform the Management Services for the benefit of the WRMC and the visiting public. An inventory of the furniture, fixtures, and equipment owned by the City at the WRMC as of the date of execution of this Agreement, excluding minor office supplies, (collectively, "WRMC Personal Property") is listed in Exhibit "E" which is attached hereto and incorporated herein by reference. GSMC shall use funds in the GSMC Operating Account (as defined herein) to obtain additional or replacement WRMC Personal Property, as needed, in order for GSMC to be able to perform the Management Services. WRMC Personal Property that reaches the end of its useful life will be disposed of as mutually agreed by the Parties, with any proceeds therefrom being allocated to the GSMC Operating Account. City shall retain ownership of all other GSMC Personal Property and any additional replacement WRMC Personal Property acquired by GSMC pursuant to this Agreement shall be deemed City property. 4.1.2 For operational convenience, title to all vehicles that are the subject of this Agreement will be transferred from the City to GSMC during the Term. As vehicles reach the end of their useful lives or otherwise require replacement, those vehicles shall be disposed of as mutually agreed by the Parties, with any proceeds therefrom being allocated to the GSMC Operating Account. GSMC may request replacement vehicles as part of the annual budgeting process and should make all reasonable efforts to plan for such replacements. All vehicles owned by GSMC prior to execution of this Agreement, and any additions or replacements of those vehicles, will remain the sole property of GSMC. 4.1.3 No later than January I` of each year of the Term, GSMC will provide City with an inventory of WRMC Personal Property, including all replacement and/or additional WRMC Personal Property, and a list of all vehicles transferred by the City to GSMC at the Effective Date or any time thereafter. 4.1.4 Upon termination of the Agreement, for any reason, title to any and all vehicles previously transferred to GSMC or purchased with funds from the GSMC Operating Account shall be transferred back to the City within thirty (30) days of the Effective Date of termination of the Agreement. 4.1.5 All WRMC Personal Property provided by City or funded under the terms of this Agreement must be used exclusively for WRMC operations and purposes unless otherwise approved in writing by the City. 4.2 Artwork. 4.2.1 As used herein, the terms "Fort Worth Public Art Collection" and "FWPA" will mean and include all permanently sited artworks owned by the City that have been formally accessioned into the collection by the City Council and are maintained by the City through its public art program known as "Fort Worth Public Art." The Fort Worth Public Art Collection is maintained and programmed by the City's contractor, currently the Arts Council of Fort Worth and Tarrant County, Inc. d/b/a Arts Fort Worth. 4.2.2 The City owns various artworks, cultural objects, memorials, and other works created by artists or artisans sited in the WRMC, including works that are a part of the Fort Worth Public Art Collection, and may acquire additional artworks for the WRMC through gifts, donations, and/or commissions. Only artworks included in the Fort Worth Public Art Collection are maintained through the FWPA program. 4.2.3 An inventory of all artworks sited at the WRMC, including works that are a part of the Fort Worth Public Art Collection, is listed in Exhibit "F" which is attached hereto and incorporated herein by reference. 4.2.4 Any request by GSMC for additions, modifications, relocations, or removals of any artwork that is part of the Fort Worth Public Art Collection, or otherwise affiliated with the City's 1936 art collection, at the WRMC must be submitted in writing to the City. GSMC's request must include the following information: nature of art (painting, sculpture, etc.) at issue; location or proposed location; for existing art, nature of proposed modification, relocation, or removal; proposed timing for implementation; budget, to the extent known; and proposed funding source(s). For works that are part of the Fort Worth Public Art Collection, GSMC's request will be considered in accordance with the City's ordinances, policies, rules, and regulations, and the Fort Worth Public Art Master Plan Update. Within ninety (90) days of receipt of GSMC's request related to a piece in the Fort Worth Public Art Collection, City will, in writing and at its reasonable discretion, either approve or deny the request. Approval of the request will not be unreasonably withheld or conditioned. For any murals, statues, or other artwork that are part of the WRMC campus but not a formal part of the Fort Worth Public Art Collection, GSMC's request will be considered in accordance with industry -standard art conservation and applicable historic preservation principles. With respect to requests involving historic pieces, City will, in writing and at its reasonable discretion, either approve or deny the request as soon as practicable. 4.2.5 The City will, at its own expense, maintain and repair artwork that is a part of the Fort Worth Public Art Collection at the WRMC. If artwork that is part of the Fort Worth Public Art Collection is in need of repair or restoration, GSMC shall submit a repair request to the City. If the City does not begin repair or restoration within ninety (90) days of receipt of the repair request, GSMC may proceed with arranging for repair; provided, however, that any such repair or restoration shall be subject to all contractual obligations between the City and the original artist, and GSMC shall not commence work without the City's written confirmation that such work complies with applicable artist contracts and legal requirements. The City will be responsible for reimbursing GSMC for the actual cost of the repair in accordance with this Section. 4.2.6 GSMC will allow the City and its contractors access to the WRMC for the purposes of condition assessment, routine treatment, conservation, and other work related to the FWPA Collection and any other City -owned art located at the WRMC. Such access will be granted by GSMC at dates and times as mutually agreed upon by the parties. 4.2.7 Subject to applicable laws, rules, policies, and regulations, GSMC may place temporary artworks in the WRMC at its sole reasonable discretion for a term of up to one year,i provided, however, that such art may not be overtly political or disparage the City or any individual or group and provided further that, to the extent any such art is connected with sponsorship or promotion, any fees or consideration therefor shall be allocated as provided above but the placement of, payment for, or the agreement thereof must not negatively impact the tax-exempt status of bonds issued for the benefit of WRMC. Any artworks temporarily sited past the one-year term and/or acquired by GSMC to be sited permanently at the WRMC are subject to review and consideration in accordance with the Gifts and Loans policy in the Fort Worth Public Art Master Plan Update. 4.2.8 For any artworks GSMC places in the WRMC as permitted by this Agreement, GSMC will execute an agreement with the artist containing language in substantially the following form: Artist understands and agrees that the artwork will be displayed at the WRMC, which is property owned by the City of Fort Worth. Artist agrees that City will have the right to remove the artwork at any time from the City of Fort Worth's property. ARTIST HEREBYAGREES TO PERMANENTLY WAIVE ALL RIGHTS TO A TTRIBUTIONAND INTEGRITY WITHRESPECT TO THE ARTWORKANDANYANDALL CLAIMSASMAYARISE UNDER THE VISUAL ARTISTS RIGHTS ACT (VARA) OR ANY OTHER LOCAL, STATE, FOREIGN, OR INTERNATIONAL LAW THAT CONVEYS THE SAME OR SIMILAR RIGHTS, FOR ALL PURPOSES. ARTIST FURTHER REPRESENTS AND WARRANTS THAT THE ARTWORK IS ORIGINAL ANDDOESNOTINFRINGE THEINTELLECTUAL PROPERTYRIGHTS OF ANY THIRD PARTY. ARTIST SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, LIABILITIES, OR EXPENSES OFEVERYTYPE ANDDESCRIPTION, INCLUDLVGBUTNOTLTWTED TO ATTORNEYS' FEES, ARISING OUT OF OR RELATED TO (A) INTELLECTUAL PROPERTY INFRINGEMENT, (B) VIOLATION OF ANYAPPLICABLE LA W, RULE, OR REGULATIONIN THE CREATION OR INSTALLATIONOF THEARTWORK, (C) INJURYOR DAMAGE TO PERSONS OR PROPERTY CAUSED BY THE ARTWORK, OR (D) BREACH OF ARTIST'S REPRESENTATIONS, WARRANTIES, OR OBLIGATIONS UNDER THIS AGREEMENT. 4.3 Pioneer Tower. The Parties will cooperate in the programming of the dynamic lighting system within the Pioneer Tower. Subject to City Lighting (as defined below), the City hereby grants GSMC a limited, revocable license to manage and utilize the dynamic lighting system for routine operations, events, and programs at the WRMC, including coordination with tenants for tenant -hosted events. GSMC may implement lighting configurations (e.g., color schemes, patterns, or timing) reasonably related to such activities without prior City approval, provided they comply with any general guidelines or standards provided by the City in writing. For non -routine or potentially sensitive uses (e.g., those involving political, commercial, or high -visibility displays), GSMC shall submit a brief written request to the City describing the proposed configuration and purpose at least ten (10) business days prior to such proposed use. The City shall respond within five (5) business days, approving, denying, or suggesting modifications in its reasonable discretion. If the City does not respond within this timeframe, the request shall be deemed approved. Notwithstanding the foregoing, GSMC shall, on reasonable advance notice from the City of not less than three (3) months, accommodate requests from the City to light the tower at the City's direction, including, but not limited to, for special recognitions such as TCU games or events ("City Lighting"). In the event a proposed City Lighting event and a planned GSMC lighting conflict, the Parties will negotiate in good faith in an effort to reasonably accommodate both uses to the maximum extent practicable. In the event both uses cannot be accommodated, City Lighting events will take priority unless City agrees otherwise in writing. 4.4 WRMC Trademark and Logo. During the Term of this Agreement (and any extension thereof), the City hereby grants to GSMC a limited, non-exclusive, royalty -free, revocable license to use the trademarks, trade names, service marks, logos, and other intellectual property owned or controlled by the City relating to the WRMC (collectively, the "WRMC Marks") solely for purposes directly related to the management, operation, promotion, marketing, and merchandising of WRMC. 4.4.1 Without limiting the foregoing, permitted uses shall include: (a) display of the WRMC Marks on signage (interior and exterior) at or on the WRMC; (b) incorporation of the WRMC Marks on uniforms, name badges, and apparel worn by WRMC staff and personnel; (c) use of the WRMC Marks in promotional materials, advertising, website content, and social media accounts operated by or on behalf of GSMC for the WRMC; (d) application of the WRMC Marks to retail merchandise, concessions, and other items sold at or in connection with the WRMC; (e) derivative or combination specialty works that involve application of the WRMC Marks together with an event holder's or sponsor's marks for specialized event- or sponsor -specific merchandise, provided that such merchandise may not be marketed outside of the event or sponsorship without City's explicit advance written permission; and (f) other customary uses reasonably consistent with the operation of similar public facilities. 4.4.2 GSMC shall use the WRMC Marks only in a manner that maintains the goodwill and reputation associated with them and shall comply with any reasonable brand usage guidelines or standards provided by the City in writing from time to time. GSMC may not sublicense, assign, or otherwise transfer any rights in the WRMC Marks without the City's prior written consent, except that GSMC may grant limited sublicenses to third -party manufacturers, vendors, or distributors solely for the purpose of producing and distributing retail merchandise, concessions, or specialty event or sponsor -specific merchandise bearing the WRMC Marks. All goodwill arising from GSMC's authorized use of the WRMC Marks shall inure solely to the benefit of the City. This license shall automatically terminate upon the expiration or earlier termination of this Agreement, at which time GSMC shall immediately cease all use of the WRMC Marks and, upon the City's request, deliver or destroy any materials bearing the WRMC Marks. 4.4.3 Any trademarks, service marks, logos, designs, or other intellectual property created or developed by GSMC in connection with the WRMC (including but not limited to derivatives of the WRMC Marks, event -specific branding, or promotional materials incorporating the WRMC Marks) shall be considered'WRMC Marks' for purposes of this Agreement and shall be owned exclusively by the City. GSMC shall assign to the City, without additional compensation, all right, title, and interest in such new marks, including any goodwill arising therefrom. GSMC is authorized to register one or more GSMC trademarks, service marks, or logos related to the Management Services that may incorporate one or more WRMC Marks ("GSMC Marks"). If GSMC Marks are created, GSMC shall grant the City a limited, non-exclusive, royalty -free revocable license to use the GSMC Marks solely for purposes directly related to City public events. 4.4.4 All revenue derived from the sale of retail merchandise, concessions, food and beverage items, or other goods bearing or associated with existing or new WRMC Marks (or sold at or in connection with the WRMC) shall be considered WRMC revenue and deposited into the GSMC Operating Account. V. IT, COMMUNICATION, AND SECURITY SYSTEMS AND EQUIPMENT; NETWORK ACCESS 5.1 IT, Communication, and Security Systems and Equipment. The City will permit GSMC to use the internet technology, communication, and security systems and equipment owned, leased, or licensed by the City as of the Effective Date and located at the WRMC as are listed in Exhibit "G" which is attached hereto and incorporated herein by reference, and any upgrades thereof as set forth in subsection 5.2 (collectively, "Technology Equipment"). GSMC shall be responsible for obtaining additional or replacement Technology Equipment necessary for the performance of its Management Services during the Term. GSMC acknowledges and agrees that funding for Technology Equipment will come from the GSMC Operating Account (as defined herein) during the Term. No later than January 1st of each year, GSMC will provide City with an inventory of all Technology Equipment assigned by the City to WRMC, including any additions or replacements. Technology and equipment assigned by the City will be returned to the City at the end of its useful life. 5.2 Network Access. City will provide GSMC with access to the City's Network necessary for GSMC to perform the Management Services as set forth in this Agreement,} provided, however, that such access shall not extend to the public internet provided at WRMC for patrons and visitors, nor to the public internet's providers or users. City and GSMC will execute a Network Access Agreement in substantially the form set forth in Exhibit "D" which is attached hereto and incorporated herein by reference. VI. PERSONNEL 6.1 Supervision of GSMC Employ. As part of performing the Management Services, and subject to the terms and conditions of this Agreement, GSMC will have all exclusive rights of a manager, including but not limited to the right to supervise, hire, promote, discharge, transfer, lay off, resolve disputes in accordance with appropriate GSMC procedures, to assign work, and to assess performance of all GSMC employees working at the WRMC. 6.1.1 GSMC shall make its retention decisions regarding existing personnel and extend offers of employment to City employees it wishes to retain no later than August 1, 2026. City employees who receive an offer of employment from GSMC must accept or decline such offer within ten (10) business days after receiving an offer from GSMC with such employment with the City ending, and commencing with GSMC, on October 1, 2026. After GSMC has completed its retention decisions and City employees have responded, City employees assigned to the WRMC who do not accept, or otherwise receive, an offer of employment from GSMC may pursue other City positions or the City's outplacement program in their discretion. 6.2 Wages and Benefits of GSMC Employees. The City is not responsible for wages, insurance benefits, workers' compensation premiums (or qualified self-insurance alternative), sick leave, group insurance premiums, pension or retirement benefits, other benefits, or other obligations or liabilities owed to GSMC employees. GSMC will be responsible for all wages, insurance benefits, workers' compensation premiums (or qualified self-insurance alternative), vacation leave, sick leave, group insurance premiums, pension or retirement benefits and other benefits, or other obligations or liabilities owed to GSMC employees. Except as otherwise provided in Section 6.4.1, GSMC will be responsible for vacation and compensatory leave owed to GSMC employees. 6.3 City Employees at WRMC. It is the intent of the City and GSMC to allow GSMC the opportunity to hire City employees who work at the WRMC to fill the positions necessary for GSMC to perform the Management Services. The City will make a good faith effort to retain employees from the date of this Agreement through October 1, 2026. However, City employees who work at the WRMC will have the option to seek employment with GSMC or to pursue another position with the City. GSMC's process to select and make offers to WRMC employees to work for GSMC shall be completed no later than August 1, 2026. 6.4 Transfer of City Employees to GSMC Employ. This section 6.4 applies to City employees who are more than five years away from normal retirement eligibility under the City's retirement plan as of October 1, 2026. For such City employees who leave the City to become GSMC employees, the City and GSMC have made certain accommodations as provided in this section 6.4. 6.4.1 To facilitate a smooth transition for City employees who accept employment with GSMC, the City will pay out all accrued vacation and compensatory leave time earned by such employees as of October 1, 2026, directly to the employees in accordance with City policy and applicable law. This payout will be treated as a terminal leave payment for employees separating from City employment. Employees who transition to employment with GSMC will be treated as new employees for all purposes, including leave accrual and benefits. GSMC will provide transitioning employees with the standard initial paid time off benefit afforded to all new GSMC employees (currently three weeks of PTO), with no additional pre -banked leave or special accrual based on prior City service. No funds related to the City's leave payout to employees will be transferred to or reimbursed by GSMC. The City and GSMC will cooperate to identify the employees who accept employment with GSMC and to coordinate the timing of any separation and payout processes in accordance with City policy. Any City employee who does not accept employment with GSMC, and does not otherwise remain employed by the City, will be entitled to a terminal leave payout of their accrued vacation and compensatory leave time in accordance with City policy and applicable law. 6.4.2 GSMC will credit the tenure at the City of former City employees when calculating how those employees accrue paid leave time. GSMC will also waive the ninety -day probation period for use of paid leave time for City employees who become GSMC employees. 6.5 City Employees within 5 Years of Retirement. For those City employees working at the WRMC as of the execution of this Agreement who are eligible to retire within five years of October 1, 2026 and who GSMC wishes to retain, the City will offer a one-time irrevocable election to remain City employees and to continue to work at the WRMC under the coordination of GSMC in accordance with this Section. To be effective, this option must be exercised by the employee, in writing, within thirty (30) days after the date that the employee is notified of their eligibility. These employees will be assigned by the City to GSMC, but will remain City employees ("City Retained Employees"). The City will document in each City Retained Employee's City personnel file that they have chosen to remain a City employee. Each City Retained Employee will have all rights of a City employee, such as compensation, benefits, and appeal rights in accordance with City policy. GSMC will be responsible for the daily supervision of the City Retained Employees including the direction and control of the City Retained Employees and assignment of City Retained Employees tasks. The City will maintain worker's compensation insurance with respect to the City Retained Employees. Each party will include an alternate employer endorsement of the other policy on its worker's compensation policy. GSMC will timely forward documentation to the City as required, for the City to make personnel decisions. Any City Retained Employee may: 6.5.1 retire on their retirement eligibility date; 6.5.2 continue to work for the City after their retirement eligibility date, but will not continue to be assigned to the WRMC or GSMC and will be assigned to a different position with the City, provided, however, at the request of GSMC a City Retained Employee may continue to be assigned to GSMC for up to one year after their retirement eligibility date; 6.5.3 enter the City's Deferred Retirement Option Program ("DROP") when the City Retained Employee becomes eligible, but will not continue to be assigned to the WRMC or GSMC and will be assigned to a different position with the City. GSMC may agree to allow a City Retained Employee to continue to be assigned to GSMC for up to one year after entering the City's DROP. Any continuation under this Section 6.5.3 shall not extend beyond, or be in addition to, the maximum one-year period permitted under Section 6.5.2 measured from the retirement eligibility date; 6.5.4 leave their employment with the City at any time, including becoming GSMC employees before or after reaching their retirement eligibility date; or 6.5.5 request a different position with the City in which case the employee will not be assigned to GSMC. VII. OWNERSHIP AND USE OF THE WRMC 7.1 Ownership of WRMC. Unless explicitly provided otherwise herein, title to all public lands, permanent improvements and property currently owned by the City at the WRMC, and any Permanent Improvements constructed at the WRMC during this Agreement, remain vested or will be vested in the City. 7.2 Parkland Conversions. GSMC understands that a portion of WRMC is considered to be parkland, and that state law requires any use of parkland for a non -park purpose be preceded by a hearing process in accordance with Chapter 26 of the Texas Parks & Wildlife Code ("Park Conversion"). GSMC will promptly notify City of any proposed use of the WRMC that will require a Park Conversion, including but not limited to, granting utility or other easements on the property or using the WRMC for a purpose that is not a park and recreational purpose. GSMC further understands that the typical Park Conversion takes a minimum of ninety (90) days to complete, but the City will work in good faith with GSMC to expedite any reasonable Park Conversion requests. 7.3 No Discrimination. With respect to admission of the public and the charges therefor, GSMC will not discriminate as to race, religion, color, sex, national origin, age, sexual orientation, transgender, gender identity, gender expression, or disability 7.4 City's Approval Rights. The City will retain control over the actual use of the WRMC by: enforcing the restrictions, terms, and conditions of this Agreement; approving the annual budget of the WRMC; approving the capital expenditures of the WRMC; controlling disposition of the WRMC; retaining control of naming and sponsorship decisions in accordance herewith; requiring that the rates charged for use of the WRMC be reasonable and customary, and subject to City approval which will not be unreasonably withheld;; and approving the general nature and type of use of the WRMC. While the City retains approval authority over budgets, capital expenditures, and the general nature and type of facility use to ensure compliance with federal tax qualified management agreement regulations, GSMC shall have autonomy in the day-to-day operations, business development, and revenue -generating activities of the WRMC subject to the terms hereof. The City's oversight shall not unreasonably interfere with GSMC's ability to perform the Management Services in a commercially viable manner that reduces the need for a City financial subsidy. 7.5 No Property Rights in City Facilities. Nothing in this Agreement shall grant GSMC any right of first refusal, purchase option, leasehold interest, or other property right in any City -owned facilities. Any discussions concerning future redevelopment of other City property shall be separate from this Agreement. GSMC acknowledges that neither this Agreement nor any payment obligation of the City hereunder creates a debt under Texas law, and that GSMC shall have no mortgage, security interest, or other lien in or on the WRMC, its revenues, or any City property. VIII. CITY FUNDING COMMITMENT 8.1 Management Fee. As compensation for Management Services rendered under this Agreement, the City shall pay GSMC a management fee of Ten Thousand Dollars ($10,000.00) per month (the "Management Fee"). The Management Fee will be paid to GSMC on or before the 5th day of each month. The Parties acknowledge that the Management Fee includes reasonable compensation for the Management Services, that no portion of such compensation is based on net profits or net losses of the WRMC, and that the City retains ultimate control and economic risk with respect to the WRMC in compliance with IRS Revenue Procedure 2017-13 (or successor guidance). 8.1.1. Transition Period. The transition from City management to GSMC management will happen between June 10, 2026 and September 30, 2026 (the "Transition Period") in a manner mutually agreed -upon by the parties. During the Transition Period, City shall pay GSMC an additional management fee in an amount not to exceed Two Million Dollars ($2,000,000.00) for GSMC assuming management of functions of the WRMC prior to October 1, 2026 ("Additional Management Fee"). 8.2 GSMC Operating Account. GSMC will establish financial accounts to be used solely for the operation, revenue, expenses, and improvements associated with the Management Services (with the various accounts collectively referred to as the "GSMC Operating Account"). Such account structure is set forth on Exhibit "H". GSMC will maintain the GSMC Operating Account throughout the Term, with all such funds in the GSMC Operating Account being dedicated solely for the operation, revenue, expenses and improvements associated with the Management Services. Any change to the GSMC Operating Account will require City approval, not to be unreasonably withheld. 8.3 Annual City Funding Commitment. The City will make an annual lump sum payment to GSMC, via deposit into the GSMC Operating Account as defined above, in an amount based on the anticipated cost to operate the WRMC (net of projected revenues) for fiscal year 2027 with an annual cost escalator for each subsequent year ("Annual Funding Commitment"). The Annual Funding Commitment shall include the agreed compensation to GSMC for Management Services rendered under this Agreement, which compensation is not tied to or dependent upon the WRMC's profits or losses. For the first fiscal year under this Agreement (October 1, 2026 — September 30, 2027), the Annual Funding Commitment shall be $8,057,798.00. For each subsequent fiscal year of the Term or any renewal term, the Annual Funding Commitment shall be the prior year's amount adjusted by any annual change in the Consumer Price Index or such other amount as mutually agreed by the parties and approved by City Council. Payment of the Annual Funding Commitment shall be part of the City's budget process and, if approved, will be paid each year on or before October 1st. Payments under this Agreement are payable solely from lawfully appropriated City funds and are not secured by any pledge or lien on bond -financed property or WRMC revenues. 8.4 Budgets and Operating Funding. Beginning in 2027, GSMC will submit a proposed annual budget to the City for approval no later than June 1st of each year of the Term. The proposed budget will include a detailed line -item revenue and expense monthly budget. The City and GSMC shall meet to review and discuss the proposed budget in good faith. If the proposed budget reflects an operating deficit that exceeds the Annual Funding Commitment calculated under section 8.1, GSMC shall, at the City's request, participate in one or more value engineering or budget workshop sessions with the City to explore reasonable opportunities to reduce costs, increase revenues, or otherwise align the proposed budget with efficient operations of the WRMC. GSMC shall provide such supporting documentation and analysis as the City reasonably requests to facilitate these discussions. Following such review and workshops (if any), the City staff shall approve, approve with modifications, or reject the proposed budget, which approval shall not be unreasonably withheld provided the budget reflects good faith efforts and commercially reasonable standards to operate the WRMC efficiently and in the public interest. The staff -approved budget shall be subject to approval by the City Council as required by Texas law (with a recommendation for approval by staff). The approved budget shall, subject to adjustments authorized in accordance with this Agreement, serve as the basis for GSMC's authority to expend funds from the GSMC Operating Account. While any City Retained Employee is assigned to GSMC, the City will withhold from the Annual Funding Commitment the amount the City budgets for each City Retained Employee assigned to GSMC. 8.4.1 The intent of this Agreement is for the annually budgeted revenues and Annual Funding Commitment to combine to meet or exceed the total operating costs of the WRMC, with the expectation that GSMC will achieve efficiencies and maximize revenues so that a growing portion of the Annual Funding Commitment will be available to make improvements at the WRMC. 8.4.2 If the combination of WRMC revenues and the Annual Funding Commitment are insufficient to fully cover WRMC's operating costs ("Operating Deficit"), the City shall provide additional payment from lawfully appropriated funds as follows: 8.4.2.1 Deficit as of Budget Adoption. If the Operating Deficit is projected at the time the budget is being prepared, City staff shall recommend a supplemental payment ("Supplemental Funding"), in addition to the Annual Funding Commitment, to cover such deficit for the upcoming year. Under these circumstances, the Supplemental Funding, if approved by City Council, shall be deposited into the GSMC Operating Account on or before October Vt unless the parties mutually agree otherwise. The amount of the Supplemental Funding shall be specific for the fiscal year in question and will not impact the calculation or amount of the Annual Funding Commitment in any future fiscal year. 8.4.2.2 Deficit during Fiscal Year. As part of its regular reporting throughout each fiscal year, GSMC will advise the City of any deviations from the adopted budget with respect to revenues, expenditures, or both. If budget -to -actual deviations are trending negative in the early months of the year, then on or before April }lst of each year, GSMC shall submit revised budget projections and a request for Supplemental Funding if it appears to be needed. Under these circumstances, the Supplemental Funding, if approved by City Council, shall be deposited into the GSMC Operating Account on or before July 1st unless the parties mutually agree otherwise. The amount of the Supplemental Funding shall be specific for the fiscal year in question and will not impact the calculation or amount of the Annual Funding Commitment in any future fiscal year. 8.4.2.3 Deficit at Fiscal Year End. Following the end of each fiscal year, the City conducts a final review and accounting and makes necessary adjustments to the adopted budget so that it reflects the actual results of the just completed fiscal year. If an Operating Deficit is identified as part of this process, City staff shall recommend a Supplemental Funding payment to offset such deficit. Under these circumstances, the Supplemental Funding, if approved by City Council, shall be deposited into the GSMC Operating Account on or before December 1st unless the parties mutually agree otherwise. The amount of the Supplemental Funding shall be specific for the fiscal year in question and will not impact the calculation or amount of the Annual Funding Commitment in any future fiscal year. 8.4.3 If the combination of WRMC revenues and the Annual Funding Commitment, exceeds the WRMC operating costs ("Operating Surplus"), such surplus shall be transferred at the end of the then current fiscal year to a reserve account dedicated to future capital expenditures at the WRMC. The City anticipates that, as GSMC develops additional revenue sources and attains operational efficiencies, an Operating Surplus will be realized and the City agrees to commit any surplus funding to future capital needs of the WRMC facility (the "Capital Investment Incentive"). 8.5 Use of Annual Funding Commitment. The Annual Funding Commitment includes reasonable compensation for the Management Services, which amount is due and payable regardless of the net profits or net losses from the operation of the WRMC. Once paid, GSMC may use the Annual Funding Commitment solely for costs and expenses incurred in performing the Management Services under this Agreement, including payment to GSMC of budgeted compensation. IX. REVENUE AND CAPITAL INVESTMENT PLAN 9.1 Expenses Not Requiring City -Approval. GSMC may incur expenses and reallocate funds between line items in the City -approved annual budget for the WRMC (as described in Section 8 above) without additional City approval, provided that: . 9.1.1 No individual line item is increased or decreased by more than twenty-five percent (25%) of its original budgeted amount as a result of such reallocations (whether through a single reallocation or the cumulative effect of multiple reallocations); and: 9.1.2 Total expenditures do not exceed the overall approved budget amount. 9.2 Expenses Requiring City -Approval - Line -Item Variances. Any expenditure, reallocation, or series of expenditures or reallocations that would increase or decrease any individual line item by more than twenty-five percent (25%) of its original budgeted amount shall require the prior written approval of the City, which approval shall not be unreasonably withheld, conditioned, or delayed. Any expenditure, reallocation, or series of expenditures or reallocations that would cause total expenditures to exceed the overall approved budget amount shall require approval of an appropriation ordinance by the City Council. Provided the additional requested appropriation reflects good faith efforts and commercially reasonable standards to operate the WRMC efficiently and in the public interest, such ordinance shall be presented to the City Council for consideration (with a recommendation for approval from City staff) as quickly as reasonably practicable. 9.3 Monthly Reports. All WRMC revenues shall be deposited into the GSMC Operating Account, and GSMC shall provide the City with detailed financial reports of all deposits and expenditures associated with the GSMC Operating Account on a monthly basis. 9.4 Emergency Expenditures. Notwithstanding the above, in the event of an emergency requiring immediate action to prevent or mitigate damage to the WRMC, protect public property, preserve public health or safety, ensure continuity of essential operations, or respond to an unforeseen calamity, GSMC may incur expenditures or make procurements that exceed approved line -item amounts or the overall approved annual budget without prior City approval, provided that: 9.4.1 GSMC provides notice to the Assistant City Manager (or other City representative designated by the City for oversight of this Agreement) as soon as practicable, and in no event later than twenty-four (24) hours after the action is taken (or sooner if circumstances permit); 9.4.2 The expenditure or procurement is made in good faith and is reasonably necessary to address the emergency; 9.4.3 The procurement otherwise complies with the emergency procurement provisions of Chapters 252 and 334, Texas Local Government Code, and the City's then -current procurement policies and procedures governing emergency purchases, as amended from time to time; and 9.4.4 GSMC promptly submits to the City all documentation and information required by City policy to support and justify the emergency expenditure or procurement. Any such emergency expenditure or procurement shall be submitted for ratification by the City, or City Council if required, in writing as soon as practicable after the emergency has been addressed. The City's ratification shall not be unreasonably withheld, conditioned, or delayed if GSMC has substantially complied with the requirements of this Section 9.4. Any emergency expenditure or procurement that causes total expenditures to exceed the overall approved budget amount shall require approval of an appropriation ordinance by the Fort Worth City Council.. Provided the additional requested appropriation reflects good faith efforts and commercially reasonable standards to operate the WRMC efficiently and in the public interest and otherwise complies with this Section 9.4, such ordinance shall be presented to the City Council for consideration (with a recommendation for approval from City staff) as quickly as reasonably practicable. 9.5 WRMC Capital Investment Plan. GSMC and the City will commission a capital needs assessment for the WRMC facility (the "Capital Assessment"). The Capital Assessment will identify needs for the facility and will be incorporated into the City's Capital Investment Plan for the WRMC. The City will fund the WRMC Capital Investment Plan based on the availability of funding in its Culture and Tourism Funds and the Capital Investment Incentive. Any funds added to PayGo Capital from the Capital Investment Incentive will be utilized to accelerate WRMC projects identified in the Capital Investment Plan. With the approval of the City, GSMC may fund capital projects outside of its agreement with the City. The calculation for the Annual Capital PayGo Incentive is further detailed in the attached Exhibit "I". The City shall provide GSMC with periodic briefings, no less than semi-annually, regarding the status of the Culture and Tourism Funds, including available balances and planned allocations, to facilitate joint planning for WRMC capital projects. X. TERMMATION 10.1 Termination for Cause. Either parry may terminate this Agreement immediately by providing written notice to the other parry in the event of. (i) either parry becoming subject to a bankruptcy proceeding; being adjudicated insolvent; failing to pay its debts generally as they become due; or seeking or acquiescing to appointment of any trustee, receiver, master, custodian, or liquidator; or (ii) failure by the other party to perform any covenant, condition, or term of this Agreement and such defaulting parry fails to diligently pursue a cure thereof to its completion after thirty (30) calendar days' written notice specifying such failure of performance or default. The party terminating this Agreement for cause will also be free to pursue any and all other legally available remedies against the other party. 10.2 Termination for Convenience. Either party may terminate this Agreement at any time and for any reason by providing the other party with one year advance written notice of termination. 10.3 Non -appropriation of Funds. Notwithstanding any other provision of this Agreement, in the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify GSMC of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 10.4 Duties and Obligations of the Parties upon Termination or Expiration. The City and GSMC agree to take all steps necessary to prepare for the City to resume management of the WRMC should this Agreement expire, and not be renewed, or is terminated before the end of the Term, including, but limited to, complying with the following duties and obligations on or before the Effective Date of the termination or expiration: a. The City will pay GSMC for Management Services actually rendered up to the Effective Date of termination or expiration (prorated for any partial month) and GSMC will continue to provide the City with Management Services in accordance with this Agreement up to the Effective Date of termination or expiration. b. GSMC will return all the City provided data to the City in a machine-readable format or other format deemed acceptable to the City. C. GSMC will return all WRMC Personal Property provided to GSMC pursuant to this Agreement, or any additions or replacements purchased by GSMC in accordance with this Agreement, to the City. d. GSMC will transfer title to all vehicles provided to GSMC pursuant to this Agreement, or any additional or replacement vehicles purchased by GSMC in accordance with this Agreement, to the City. e. GSMC will provide the City with all records related to the management of the WRMC requested by the City. f. GSMC will terminate all contracts entered into by GSMC for operations at the WRMC, or with the consent of the City and contractor, assign contracts to the City that the City desires to continue. g. GSMC will remove its property and artwork from the WRMC. h. GSMC will return all IT, Communication, and Security Systems and Equipment, and any additions or replacements purchased by GSMC in accordance with this Agreement, to the City. 10.5 GSMC Employees on Termination of Agreement. The City makes no guarantee that it will hire any employees of GSMC should this Agreement be terminated or expire without being renewed, including employees of GSMC who were the City's employees prior to the execution of this Agreement. 10.6 City Employees on Termination of Agreement. If any City employees are assigned to GSMC in accordance with the terms of this Agreement at the time this Agreement is terminated or expires without being renewed, the assignment of the employees will cease and the employees will be under the full supervision and control of the City. XI. EXISTING AGREEMENTS Except for the Parking Agreement referenced in Section 3, the City will notify vendors of all existing contracts the City has entered into for the WRMC, with the intent to terminate each respective contract to be effective on or before September 30, 2026 or as otherwise required by the respective contract's existing termination notice provisions. By August 30, 2026, the City will notify GSMC of any contracts that the City is not successful in causing to be terminated. For any contract that the City cannot terminate on or before September 30, 2026, either by mutual agreement or unilateral notice, GSMC and the City agree to work cooperatively to accommodate the remaining term of such agreement and honor the associated obligations. The above notwithstanding, GSMC will notify the City, in writing, as soon as it is able, but in no event later than August 1, 2026, of any City contracts GSMC wishes to retain and assume by assignment. For all such contracts that GSMC wishes to retain and assume by assignment, the City will coordinate discussions with the vendors and their representatives to accomplish that task within a reasonable time. XII. LIENS GSMC agrees that it will take all steps necessary to prevent any lien being placed on the WRMC. Any lien attempted to be created or filed will be void. Should any purported lien on City property be created or filed, GSMC, at its sole expense, will liquidate and discharge the same within ten (10) days after notice from the City to do so. XIII. CONFIDENTIAL INFORMATION 13.1 Confidential Information. GSMC, 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. 13.2 Unauthorized Access. GSMC 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. GSMC 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, GSMC 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. XIV. INDEPENDENT CONTRACTOR It is expressly understood and agreed that GSMC will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, GSMC will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subcontractors. GSMC acknowledges that the doctrine of respondeat superior does not apply as between the City, its officers, agents, servants and employees, and GSMC, its officers, agents, employees, servants, and subcontractors. GSMC further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between the City and GSMC. It is further understood that the City will not be considered a Co -employer or a Joint employer of GSMC or any officers, agents, servants, employees or subcontractors of GSMC. Neither GSMC, nor any officers, agents, servants, employees or subcontractors of GSMC will be entitled to any employment benefits from the City. GSMC will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, or subcontractors. XV. LIABILITY AND INDEMNIFICATION 15.1 LIABILITY- GSMC SHALL BE LIABLE AND RESPONSIBLE FOR ANYAND 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 GSMC, ITS OFFICERS, AGENTS, OR EMPLOYEES. 15.2 GENERAL INDEMNIFICATION - GSMC HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTSAND EMPLOYEES, FROM AND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO GSMC'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, ARISING O UT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF GSMC, ITS OFFICERS, AGENTS, OR EMPLOYEES. 15.3 EMPLOYMENT CLAIMS INDEMNIFICATION - GSMC HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, WHICH CLAIM THAT THE CITY AND GSMC ARE A CO EMPLOYER OR A JOINT EMPLOYER OF ANY EMPLOYEE OF GSMC OR ANY EMPLOYEE OF THE CITY, INCLUDING, BUT NOT LIMITED TO, CITY RETAINED EMPLOYEES, AS DESCRIBED IN SECTION 6.5. IN ALL MATTERS AS TO WHICH INDEMNIFICATION IS A VAILABLE TO THE CITY UNDER THIS AGREEMENT, THE CITY SHALL BE FREE TO CHOOSE AND RETAIN COUNSEL, AT GSMC'S EXPENSE, PROVIDED THAT THE CITY SHALL CONSULT IN GOOD FAITH WITH GSMC REGARDING SUCH CHOICE. 15.4 DATA BREACH. GSMC FURTHER AGREES THAT IT WILL MONITOR AND TEST ITS DATA SAFEGUARDS FROM TIME TO TIME, AND FURTHER AGREES TO ADJUST ITS DATA SAFEGUARDS FROM TIME TO TIME IN LIGHT OF RELEVANT CIRCUMSTANCES OR THE RESULTS OF ANY RELEVANT TESTING OR MONITORING. IF GSMC SUSPECTS OR BECOMES A WARE OF ANY UNA UTHORIZED ACCESS TO ANY FINANCIAL OR PERSONAL IDENTIFIABLE INFORMATION ("PERSONAL DATA") BY ANY UNAUTHORIZED PERSON OR THIRD PARTY, OR BECOMES AWARE OF ANY OTHER SECURITY BREACH RELATING TO PERSONAL DATA HELD OR STORED BY GSMC UNDER THIS AGREEMENT OR IN CONNECTION WITH THE PERFORMANCE OF ANY SERVICES PERFORMED UNDER THIS AGREEMENT OR ANY STATEMENT(S) OF WORK ("DATA BREACH"), GSMC SHALL IMMEDIATELY NOTIFY THE CITY IN WRITING AND SHALL FULLY COOPERATE WITH THE CITY AT GSMC'S EXPENSE TO PREVENT OR STOP SUCH DATA BREACH. IN THE EVENT OF SUCH DATA BREACH, GSMC SHALL FULLY AND IMMEDIATELY COMPLY WITH APPLICABLE LAWS, AND SHALL TAKE THE APPROPRIATE STEPS TO REMEDY SUCH DATA BREACH. GSMC WILL DEFEND, INDEMNIFY AND HOLD THE CITY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, CAUSES OF ACTION, LIABILITY, LOSS, COSTS AND DAMAGES, INCLUDING REASONABLE ATTORNEY FEES, ARISING OUT OF OR RELATING TO ANY THIRD PARTY CLAIM ARISING FROM BREACH BY GSMC OF ITS OBLIGATIONS CONTAINED IN THIS SECTION, EXCEPT TO THE EXTENT RESULTING FROM THE ACTS OR OMISSIONS OF CITY. ALL PERSONAL DATA TO WHICH GSMC HAS ACCESS UNDER THIS AGREEMENT, AS BETWEEN GSMC AND THE CITY, WILL REMAIN THE PROPERTY OF THE CITY. THE CITY HEREBY CONSENTS TO THE USE, PROCESSING AND/OR DISCLOSURE OF PERSONAL DATA ONL Y FOR THE PURPOSES DESCRIBED HEREIN AND TO THE EXTENT SUCH USE OR PROCESSING IS NECESSARY FOR GSMC TO CARRY OUT ITS DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT, ANY APPLICABLE STATEMENTS) OF WORK, OR AS REQUIRED BYLAW. GSMC WILL NOT TRANSFER PERSONAL DATA TO THIRD PARTIES, UNLESS AUTHORIZED IN WRITING BY THE CITY. GSMC'S OBLIGATION TO DEFEND, HOLD HARMLESS AND INDEMNIFY THE CITY SHALL REMAININFULL EFFECT IF THE DATA BREACHIS THE RESULT OF THE ACTIONS OF A THIRD PARTY. ALL PERSONAL DATA DELIVERED TO GSMC SHALL BE STORED IN THE UNITED STATES OR OTHER JURISDICTIONS APPROVED BY CITY IN WRITING AND SHALL NOT BE TRANSFERRED TO ANY OTHER COUNTRIES OR JURISDICTIONS WITHOUT THE PRIOR WRITTEN CONSENT OF CITY. 15.5 IF ANYACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, GSMC, ON NOTICE FROM THE CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT GSMC'S EXPENSE, BY OR THROUGH ATTORNEYS SELECTED BY OR SATISFACTORY TO THE CITY. 15.6 GSMC agrees to notify the City promptly upon the notification of any claim or lawsuit GSMC becomes aware of relating to the WRMC, including, but not limited to, claims for injury, death, damages, or employment claims. GSMC agrees to make its officers, representatives, agents, employees, and contractors available to the City, at all reasonable times, for any statements and case preparation necessary for the defense of any claims or litigation against the City related to the WRMC. 15.7 Notwithstanding anything to the contrary herein, this Section 15 will survive the expiration or early termination of this Agreement. XVI. ASSIGNMENT AND SUBCONTRACTING 16.1 Assignment. GSMC shall not assign this Agreement without the prior written consent of the City. GSMC shall have the right at any time, without the consent of the City, but subject to the terms and provisions of this Agreement, to enter into subcontracts with qualified third -parry subcontractors for any of the Management Services. If the City grants consent to an assignment of this Agreement, the assignee must execute a written agreement with the City and GSMC under which the assignee agrees to be bound by the duties and obligations of GSMC under this Agreement. GSMC and the assignee will be jointly liable for all obligations of GSMC under this Agreement prior to the Effective Date of the assignment. 16.2 Subcontract. Each subcontractor performing any aspect of the Management Services shall execute a written agreement with GSMC referencing this Agreement under which the subcontractor will agree to be bound by the duties and obligations of GSMC under this Agreement as such duties and obligations may apply to the applicable subcontract. On request by the City, GSMC will provide the City with a fully executed copy of any such subcontract. 16.3 Affiliate. If GSMC elects to form or utilize an affiliated entity to carry out the Management Services of the WRMC, such entity must (a) be organized as a Texas nonprofit corporation in good standing, (b) enter into an assumption agreement with the City agreeing to be bound by all terms of this Agreement, act solely as an independent contractor and operating agent of the City for WRMC purposes; and (c) remain subject to all requirements necessary to maintain the qualified management agreement safe harbor under IRS Rev. Proc. 2017-13. Any arrangement that transfers rights to a for -profit entity is prohibited. XVII. INSURANCE 17.1 Property Insurance. The City will maintain property insurance covering all permanent improvements, fixtures, and equipment owned by the City at the WRMC. At the City's option, and subject to the City's prior written approval and subject to review and approval by the City's Risk Management Department, GSMC may obtain and maintain such property insurance on behalf of the City, provided that (a) the City is named as an additional insured and loss payee, (b) the coverage and limits meet or exceed the City's insurance requirements, and (c) the policy is issued by an insurer meeting the standards in Section 17.3. Whether purchased by the City or GSMC, the cost of such property insurance shall be attributed to WRMC Operations and included in the calculation of the Annual Funding Commitment and the Capital Incentive. The City shall remain responsible for any deductible or self -insured retention under applicable property policies, unless otherwise expressly agreed by the Parties in writing. 17.2 Liability and Workers Compensation Insurance. GSMC will provide the 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 Management Services pursuant to this Agreement, including coverage for furniture, fixtures equipment, and vehicles at the WRMC: 17.2.1 Coverage and Limits (a) Commercial General Liability: $2,000,000 - Each Occurrence $4,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by GSMC, its employees, agents, representatives in the course of providing Management Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non - owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed 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 (d) Liquor Liability $1,000,000 - Each Occurrence 17.3 General Requirements (a) All applicable policies will name the City as an additional insured thereon, as its interests may appear. The term City will include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy will include a Waiver of Subrogation (Right of Recovery) in favor of the City. (c) A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage will be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice will be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (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. (e) Any failure on the part of the City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that GSMC has obtained all required insurance will be delivered to the City prior to GSMC proceeding with any work pursuant to this Agreement. XVIII. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS GSMC agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies GSMC of any violation of such laws, ordinances, rules or regulations, GSMC will immediately desist from and correct the violation. XIX. NON-DISCRIMINATION COVENANT GSMC, for itself, its employees, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of GSMC'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 GSMC, ITS EMPLOYEES, ASSIGNS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, GSMC AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND THE CITY AND HOLD THE CITY HARMLESS FROM SUCH CLAIM. XX. 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 parry, its agents, employees, servants or representatives, or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows, or (3) by email with acknowledgment of receipt sent by the recipient to the sender: To City: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 Email: To GSMC: Gendy Street Management Corp. Attn: President 1911 Montgomery Street Fort Worth, Texas 76102 With copy to Fort Worth City Attorney's With copy to TDMC's General Counsel at the Office at the same address same address The City shall designate one of its Assistant City Managers to provide oversight and coordination under this Agreement and to be the legally authorized liaison and contact person for GSMC under this Agreement ("City Contact"). The City Contact shall be legally authorized to provide the City's approval or consent whenever required in accordance with this Agreement. All notices, requests for approvals, and reports to be submitted by GSMC to the City under this Agreement shall be submitted to the City Contact. While the City cannot guarantee continuity of personnel assignments, the City will, to the extent practicable, maintain consistency in the assignment of the City Contact overseeing this Agreement and the Capital Improvements Master Services Agreement. XXI. NON-COM ETE During the Term, GSMC will not enter into any other agreements for the management of any other public equestrian facilities in the City of Fort Worth. The City shall retain the sole discretion to invest in, develop, or manage facilities;; provided, however, that the City agrees to, subject to any confidentiality requirements, provide advance notice to GSMC of any planned development of new equestrian or multipurpose event facilities that are directly adjacent to WRMC. This notice requirement shall not restrict or limit the City's governmental discretion or authority. XXH. GOVERNMENTAL POWERS It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. XXIII. NO WAIVER The failure of the City or GSMC to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein will not constitute a waiver of the City's or GSMC's respective right to insist upon appropriate performance or to assert any such right on any future occasion. XXIV. GOVERNING LAW / VENUE This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to 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. XXV. SEVERABILITY If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. XXVI. FORCE MAJEURE The City and GSMC will not be held liable for any delay or omission to perform their respective contractual obligations under this Agreement due to 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, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes (collectively, "Force Majeure"). For an event to qualify for Force Majeure relief hereunder: (1) the event must be beyond the control and without fault or negligence of a party or its contractor or subcontractors hereunder; (2) the resulting delay cannot be circumvented by reasonable efforts to mitigate such delays; and (3) the parry whose performance is delayed due to a Force Majeure event shall provide the other party with written notice thereof as soon as reasonably possible given the nature of the Force Majeure event but in no event later than twenty (20) Business Days after such parry's performance is impacted by such an event; provided, however, that if the Force Majeure event itself prevents the giving of timely notice, the failure to provide such notice within twenty (20) business days shall not constitute a waiver of the affected parry's rights under this section and notice shall instead be given as soon as reasonably practicable after the cessation of the event or the removal of the impediment to notice. Failure to provide written notice is a waiver of the Force Majeure event. However, no notice will be required for any event of Force Majeure that is declared by governmental entities, and the affected party will be deemed to have notified the other party of such events as of the date of the public declaration. Notwithstanding anything to the foregoing: (i) inability to pay any invoice when due hereunder shall not qualify for Force Majeure relief hereunder (except where such circumstance is itself caused by a Force Majeure event); and (ii) any failure by a subcontractor to meet its obligations, or any delay due to labor shortages, defective tooling, transportation difficulties, equipment failure or breakdowns, or inability to obtain materials shall not constitute a Force Majeure event (except where such circumstance is itself caused by a Force Majeure event), and shall not relieve GSMC from meeting any of its obligations under this Agreement. The party affected by a Force Majeure event shall use reasonable efforts to minimize the effect of any Force Majeure event. XXVII. ADDITIONAL CITY FACILITY MANAGEMENT The Fort Worth Community Arts Center and Farrington Field, including its parking facilities, are important public facilities adjacent to the WRMC. In addition, the City may in the future acquire, control, or hold an ownership or financial interest in other real property or facilities in the immediate vicinity of the WRMC (collectively, the "Adjacent Facilities"). The City will, subject to any applicable confidentiality requirements or legal restrictions, use good faith efforts to keep GSMC timely informed of material decisions or proposals concerning the future use, management, development, or disposition of the Adjacent Facilities (including Farrington Field and any parking interests associated therewith) and significant economic development initiatives in the Cultural District that may directly affect WRMC operations, access, parking, traffic, or competitiveness. The City will provide such information prior to the City making any binding decisions regarding the use, management, or development of such Adjacent Facilities or initiatives, to the extent reasonably practicable and consistent with the City's obligations under applicable law. Nothing in this Section shall be construed to limit the City's, and the City Council's, discretion, require the City to obtain GSMC's approval, or obligate the City to take (or refrain from taking) any specific action with respect to future acquisitions, developments, or decisions. XXVIII. HEADINGS NOT CONTROLLING Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. XXIX. 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. XXX. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. XXXI. ENTIRETY OF AGREEMENT This Agreement contains the entire understanding and agreement between the City and GSMC, 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. XXXII. 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. XXXIII. WARRANTY OF SERVICES GSMC warrants that its Management Services will be of a high quality and conforin to generally prevailing industry standards. XXXIV. IMMIGRATION NATIONALITY ACT GSMC will verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by the City, GSMC will provide the City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. GSMC 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 GSMC employee who is not legally eligible to perform such services. GSMC WILL INDEMNIFY THE CITY AND HOLD THE CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY GSMC, GSMC'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. The City, upon written notice to GSMC, will have the right to immediately terminate this Agreement for violations of this provision by GSMC. XXXV. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL GSMC acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services with a company with 10 or more full-time employees that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City 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 term "boycott Israel" has the meaning ascribed to it by Section 808.001 of the Texas Government Code. The term "company" has the meaning ascribed to it by Section 2270.001 of the Texas Government Code. To the extent that Chapter 2270 of the Government Code is applicable to this Agreement, GSMC certifies that GSMC's signature provides written verification to the City that GSMC: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. XXXVI. PROHIBITION ON BOYCOTTING ENERGY COMPANIES GSMC 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, the 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 the 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, GSMC certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. XXXVII. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES. GSMC 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, the 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 the 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, GSMC certifies that Contractor's signature provides written verification to the 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. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the 9 day of July , 2026 ("Effective Date") [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: City of Fort Worth, a home -rule municipal corporation By: Name: Title: �*T� Jesica McEachern Assistant City Manager Date: Jul 9, 2026 GSMC: Gendy Street Management Corp., a Texas non-profit corporation By: Name: Matt Homan Title: Co -President Date: t� By: Name: Matt a er Title: Co -President Date: CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Michael Crum (Jul 13, 2026 12:24:46 CDT) Name: Mike Crum Title: Deputy Director, Public Events Department Approved as to Form and Legality: By: (� Name: Taylor C. Paris Title: Assistant City Attorney Contract Authorization: M&C: 26-0463 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: A i7&XI'ar., dAla, Name: Allison McNamara Title: Asst. Pub. Facilities/Events Director, Public Events Department 4dpp9IlIln ems°° oRT�aad od City Secretary: Q9.p,nm*a. % .+�.Rts4�-+ aaIlbb�pS"4p By: /V1 Name: Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT "A" WRMC SITE MAP (IDENTIFYING FIRE STATION 80 AND TOWER HALLWAY T-2) f .gem RyV4' na. �plAp WILL ROGERS MEMORIAL CENTER F O R T W O R T H 2025 W.LMASTERAVE. Red RV Lot 70/night wluecmERSRo (full service) Fort Worttt 104 RV s Community Paces A rts CeM ®" F m Western G,-,rayed 4 Cdkeum plubn CaSalWnan ^1°'m^Y� MlCherA56n.W55ID pmnn G. Carterlr. � Bt•rortlt �,aa„ Bb9• Exhlblb Nall G I &eg � C Eynan��an � � L; wan tnhn lasso cance5va,aBai fm Worn, s+. � Arcm 3 UnitRsmlls 5 n5u5A,amaxlenaR IN lawn [attle Racers I ( MNMPurPmSe Mwseum � BUIItlInglUnN _ W.RWatt A5talh Cwg:l huceum Y A10na,ei Arena 6Hallel Fa G � p $ � ry 2 � Bltlg. DR�E i A Bfue Eat I � NORTI I1VyEIMATE70 RAREFY AVE.. Pa Wrig r �Nf {�Botanical Rasearch C InitiWle afTeFaa t YELLOYI LOT at�ll8 � r YELLOW WT B dire St tior8© T 2 Room in EL�YL� t TRAILER PARKING SdB6 PERDAY Tower Hallway I RV Lot 1r70/night (full service) WRMC SITE MAP (IDENTIFYING PARKLAND PROPERTY WITHIN WRMC SITE) ce N Roger Mernorwil Center ComOex t Q.ICE aYRNETT TANDY DR --�� r� Befimas Gordon EXHIBIT "B" WRMC PARKING SERVICES AGREEMENT WITH TRAIL DRIVE MANAGEMENT COMPANY DUE TO THE SIZE OF THIS A GREEMENT, IT WILL BE PROVIDED TO GSMC UNDER SEPARATE COVER EXHIBIT "C" INTERLOCAL AGREEMENT WITH TARRANT COUNTY CSC NO. 60527 I TERLOCAL AGREEMENT BETWEEN TARRANT COUNTY AND THE CITY OF FORT WORTH This Interlocal Agreement ("Agreement") is between Tarrant County ("County"), a political subdivision of the State of Texas, and the City of Fort Worth ("City"), a unit of local government (collectively, the "Parties'7. The parties have reviewed this Agreement and agree to the following: WHEREAS, the purpose of this Agreement is to facilitate and memorialize the cooperation between City and County concerning usage of certain City facilities for County - related events; WHEREAS, City agrees to provide County with access to certain locations within Will Rogers Memorial Center ("WRMC") and the Fort Worth Convention Center ("FWCC") to conduct events of interest to the community, pursuant to the terms of this Agreement; WHEREAS, any payments or performance required by this Agreement must come from current revenues legally available to the Parties; WHEREAS, this Agreement is made pursuant to the authority of Section 791 of the Texas Government Code; WHEREAS, the subject of this contract is necessary for the benefit of the public and each party has the legal authority to perform and to provide the governmental function or service which is the subject matter of this contract; NOW, THERFORE, for and in consideration of the mutual undertaking hereinafter set forth and for adequate consideration given, the Parties agree to the following: I. TERM The Agreement, once signed by the City's Assistant City Manager below, is considered effective as of October 1, 2022 ("Effective Date") and expires three (3) years thereafter ("Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement. Thereafter, this Agreement may be renewed on an annual basis upon the mutual written agreement of the Parties, each a "Renewal Term". lI. TERMINATION a. Convenience. Either City or County may terminate the Agreement at any time and for any reason by providing the other party with thirty (30) days written notice of termination. b. Breach. If either party cominits a material breach of the Agreement, the non - breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach thirty (30) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the parties. If the Interlocal Agreement Page 1 of 6 breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify County of each occurrence and the Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expenses to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. III. OBLIGATIONS OF THE PARTIES a. The City will: Provide the County with access to mutually agreed upon space within the WRMC or FWCC, subject to availability as determined by the Director of the City's Public Events Department or their designee ("Director"), upon receipt of a proper request for reservation from the County; ii. Limit the County to no more than ten (10) events per year; iii. Maintain records of any events held at WRMC or FWCC, in the ordinary course of its business, to account for fees that would ordinarily be charged; iv. Allow County annual use of the WRMC and FWCC and associated parking facilities for County events, without payment, provided that the value of such use shall be calculated by the City in accordance with City's posted rates and shall be limited to an amount not to exceed $100,000.00 for all such events in any one-year term of this Agreement. Any increase to this annual credit amount shall require written amendment to this Agreement following authorization by the Fort Worth City Council as required by the Fort Worth City Code; Conduct an annual review of the Agreement to discern the total facility rental fees waived pursuant to this Agreement; and vi. Calculate the annual credit using the Public Events Department rate sheet for the given fiscal year. The County will: Provide the City with a written reservation request for any space within the WRMC or FWCC no later than thirty (30) days, and no earlier than six (6) months before any proposed event; Interlocal Agreement Page 2 of 6 ii. Require that any proposed event to be held pursuant to this Agreement be of interest to the community and voted on by the Tarrant County Commissioners Court before requesting any reservation; and iii. Pay any fees or costs associated with the event, except for the fees for those services that the City has agreed to provide at no cost as described in section III(a)(iv) above, including any out-of-pocket expenses such as, but not limited to, food and beverage costs, event staffing, audio and visual equipment needs, intemet, utilities, and event production C. For each County event, Parties must execute a facility license agreement on the City's form. d. The parties acknowledge that prior to executing this Agreement, County conducted an event at the WRMC on May 12, 2022. Ordinarily, according to the City's parking rates, the event would have resulted in parking fees owed to the City in the amount of $10,870.00. The Director agrees to adjust the parking rate to zero dollars for this event. This adjustment counts against the annual $100,000.00 credit contemplated by this agreement for the current fiscal year and initial term of this Agreement. As a result, for the remaining term, any use of the WRMC and FWCC, and associated parking, without payment, shall be limited to an amount not to exceed $89,130.00. IV. LAW AND VENUE The Agreement and the rights and obligations of the Parties hereto are governed by, and construed in accordance with, the laws of the United States and State of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement must be in a court of competent jurisdiction in Tarrant County, Texas. V. AUDIT County agrees that City will, until the expiration of three (3) years after final payment under the Agreement, have access to an the right to examine any directly pertinent books, documents, papers and records of County involving transactions relating to the Agreement, County agrees that City will have access during normal working hours to all necessary County 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 County reasonable advance notice of intended audits. VI. NOTICE Any notice required to be given under the provisions of this Agreement will be in writing and duly served when it is personally delivered to the address below, or deposited, enclosed in a wrapper with the proper postage prepaid thereon, and duly registered or certified, return receipt requested, in a United States Post Office, addressed to the County or the City of Fort Worth at the following addresses. If mailed, any notice or communication will be deemed to be received three (3) days after the date of deposit in the United States Mail. Unless otherwise provided in this Agreement, all notices must be delivered to the following addresses: TO THE COUNTY: c/o County Administrator 100 E. Weatherford Street Fort Worth, Texas 76196 TO THE CITY OF FORT WORTH c/o. City Manager's Office 200 Texas Street Fort Worth, Texas 76102 With Copy to the City Attorney at same address Either Party may change addresses by giving the other Party ten (10) days written notice. VII. MODIFICATIONS This Instrument contains the entire Agreement between the Parties relating to the rights herein granted and obligations herein assumed. Any oral or written representations or modifications concerning this Agreement will not be effective excepting a subsequent written modification signed by both Parties. VIII. MISCELLANEOUS a. Immunity. It is expressly understood and agreed that in the execution of this Agreement, neither Party waives, nor be deemed hereby to waive, any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. b. Amendment. No supplement, modification or amendment of any term, provision, or condition of this Agreement be binding or enforceable on either Party hereto unless in writing signed by both Parties. C. Assignment. No Party to this Agreement may assign its rights under this Agreement without prior written consent of the other Party. d. Relationship of the Parties. None of the provisions of this Agreement are intended to create, and none will be deemed or construed to create, any relationship between the Parties, other than that of independent contractors. This Agreement does not create the relationship of employer -employee, agency, partnership, or joint venture. Neither Party has the right or power in any manner to unilaterally obligate the other to any third party, whether or not related to the purpose of this Agreement. e. Severability. Should any part, term, or provision of this Agreement be declared to be invalid, void, or unenforceable, all remaining parts, terms, and provisions hereof remain in full force and effect, and in no way be invalidated, impaired, or affected thereby. f. Entire Agreement. This Agreement contains the entire Agreement between the Parties relating to the rights herein granted and the obligations herein assumed, and supersedes all prior written or oral agreements or communications between the Parties. g. Liabili . Each Party will be solely responsible for its own actions or inaction and the actions of failure to act of its respective employees, agents, officers, officials, and contractors. Neither Party is responsible for the actions, errors, omissions, negligence, misfeasance, or malfeasance of the other Party or any employee, agent, officer, official or contractor or the other Party. h. Electronic Si n�. 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. i. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information related to any records County has indicated are confidential, the City shall promptly notify County. It will be the responsibility of County to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. [signature page follows] COUNTY OF TARRANT STATE OF TEXAS By Name: Tim O'Hare Title: Tarrant County Judge APPROVED AS TO FORM: Criminal District Attorneys Office* CERTIFICATION OF AVAILABLE FUNDS: S 0,00 Tarrad County Auditor *By law, the Criminal District Attonicy's Office may only approve contracts for its clients. We reviewed this document as to form from our client's legal perspective. Other parties may not rely on this approval. Instead, those parties should seek contract review from independent counsel. City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration 19avid COOKe of this contract, including ensuring all By. David Cooke (Sep 8.2D2314:28 CDT) performance and reporting requirements. Name: David Cooke Title: City Manager &. xi,, By: Date: Name: Kevin Kemp Title: Assistant Director, Public Events Approval Recommended: Approved as to Form Legality: By: /- By: Name: Michael Crum Title: Director of Public Events Name: Taylor C. Paris Title: Assistant City Attorney 1 Attest Contract Authorization: y A � �' �� Nov 27 2023 M&C: N/A By: ,, Name: Jannette Goodall Title: City Secretary Interlocal Agreement Page 6 of 6 EXHIBIT "D" NETWORK ACCESS AGREEMENT [Under review) This Network Access Agreement ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home rule municipal corporation with its principal location at 100 Fort Worth Trail, Fort Worth, Texas 76102, organized under the laws of the State of Texas and Gendy Street Management Corp. ("GSMC"), a Texas nonprofit corporation. . 1. The Network. The City owns and operates a computing environment, software systems, and network (collectively the "Network"). GSMC wishes to access the City's Network in order to provide the following services: Management Services for the WRMC 2. Grant of Limited Access. GSMC is hereby granted a limited right of access to the City's Network for the sole purposes outlined in section 1. For each GSMC employee who requires access to the City's Network, GSMC will complete and deliver to City the form attached hereto as Schedule 1, and incorporated herein by reference. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide GSMC with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the GSMC. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then, this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. Otherwise, access rights will automatically expire one (1) year from the date of this Agreement ("Expiration Date"). ® Services are being provided in accordance with the Agreement to which this Network Access Agreement is attached. 4. Renewal. This Agreement will renew in accordance with the term of the Contract or PSK #. If there is no Contract or PSK #, this Agreement may be renewed annually by City, in its sole discretion, at the end of the Expiration Date and each renewal term thereafter. 5. Network Restrictions. GSMC officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. GSMC acknowledges, agrees and hereby gives its authorization to the City to monitor GSMC's use of the City's Network in order to ensure GSMC's compliance with this Agreement. A breach by GSMC, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to GSMC pursuant to this Agreement will be grounds for the City immediately to deny GSMC access to the Network and GSMC's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, GSMC agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the GSMC, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. GSMC agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. GSMC agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of GSMC-owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. GSMC WILL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY GSMC, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, WILL NOT BE LIABLE FOR ANY DAMAGES THAT GSMCMAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO GSMC'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY GSMC, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, GSMC WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSIONS) OR INTENTIONAL MISCONDUCT OF GSMC, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. GSMC, AT GSMC 'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSIONS) OR INTENTIONAL MISCONDUCT OF GSMC, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. GSMC, for itself and its officers, agents, employees, and representatives, agrees that it will treat all information provided to it by the City as confidential and will not disclose any such information to a third party without the prior written approval of the City. GSMC further agrees that it 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. GSMC will notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. GSMC agrees that the City will, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of GSMC involving transactions directly relating to this Network Access Agreement. GSMC agrees that the City will have access during normal working hours to all necessary GSMC facilities related to the subject audit and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City will give GSMC reasonable advance notice of intended audits. GSMC further agrees to include in all its subcontractor agreements hereunder in which the subcontractor has direct access to GSMC's network and by extension may have gained access to the City's Network a provision to the effect that the subcontractor agrees that the City will, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City will have access during normal working hours to all subcontractor facilities related to the subject subcontract and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City will give subcontractor reasonable notice of intended audits. 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by GSMC. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and GSMC as to the matters contained herein regarding GSMC's access to and use of the City's Network. 12. Amendments. The terms of this Agreement will not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and GSMC. 13. Assignment. GSMC may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof will be null and void. 14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 15. Force Majeure. Each party will exercise its best efforts to meet its 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 (force majeure), 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, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis 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. 17. Signature Authoritx. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [Signature Page Follows] SCHEDULE 1 NETWORK ACCESS AGREEMENT BETWEEN THE CITY OF FORT WORTH AND GENDY STREET MANAGEMENT CORP. (CITY SECRETARY CONTRACT ) Schedule 1 will be completed for each employee of Gendy Street Management Corp. that requires access to the City's Network. Name of Employee: System Approved: Date: Name: Title: Information Technology Solutions City of Fort Worth Access (Full/Read-Only/Limited) Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth By: Name: Valerie Washington Title: Assistant City Manager Date: Approval Recommended: By: Name: Kevin Gunn Title: IT Solutions Director Attest: By: Name: Jannette S. Goodall Title: City Secretary GSMC: Gendy Street Management Corp. By: Name: Title: Date: 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: Approved as to Form and Legality: Bv: Name: Taylor C. Paris Title: Assistant City Attorney Contract Authorization: M&C: EXHIBIT "E" FURNITURE, FIXTURES, EQUIPMENT, AND VEHICLES Asset ID Tag Numt - Asset Descr Serial ID 1 Fun - Dept • j Department Descr Acquisition [ - '000000010458 Deco Bar Station Stainless/Acr '20101 '0240099 Cult/Tour Cap Assets 11/1/2010 '000000010460 Deco Induction Cook SS/Acrylic '20101 0240099 Cult/Tour Cap Assets 11/1/2010 000000010461 Deco Induct Warm B Stainless/A '20101 0240099 Cult/Tour Cap Assets 11/1/2010 '000000010462 Deco Warm Carving Stainless/Ac '20101 '0240099 Cult/Tour Cap Assets 11/1/2010 000000010463 Deco Bar Station Stainless/Acr '20101 '0240099 Cult/Tour Cap Assets 11/1/2010 000000010468 9550074 2013 Nissan 5000 LB Forklift, APiF2-91.13293 20101 0240099 Cult/Tour Cap Assets 6/1/2013 '000000010469 WRMS rock Sifter 20101 '0240099 Cult/Tour Cap Assets 8/1/2013 000000041813 '9570021 T12 FLOOR SCRUBBER T12-10705280 10100 '0246000 Cult/Tour Ft Worth Conv Ce 10/30/2014 '000000041814 '9570022 2014 TENNANT T12 FLOOR SCRUBBE T12-10705281 10100 '0246000 Cult/Tour Ft Worth Conv Ce 10/30/2014 '000000079281 '7590017 2013TENNANTT20580V1 T20-5372 '10100'0246010 Cult/Tour Will Roger Mem C 9/30/2016 '000000079286 '9550075 2013 TOYOTA 8FGU30 62587 10100 0246010 Cult/Tour Will Roger Mem C 9/30/2016 '000000079461 4250024 2016 SCISSORS LIFTS AND OTHE M200003204 '10100'0240450 Cult/TourCulture/Rec 9/30/2016 000000079731 WILLROGERS- MONCRIEFCHILLER '10100 '0240450 Cult/TourCulture/Rec 9/30/2016 000000080800 5410011 2017 P. J. 22 X 83 DECKOVER TI 4P5T82226H127138230200 0240450 Cult/Tour Culture/Rec 3/31/2017 000000080855 �1030110 KUBOTARTVX9004WDUtilityVe 39393 30200 0240450 Cult/TourCulture/Rec 6/30/2017 000000080909 '1080097 2017 CLUB CAR VILLAGER 6 QS1746832110 30200 '0240450 Cult/Tour Culture/Rec 7/31/2017 000000080910 �1080087 2017 CLUB CAR CARRYALL 300 MF1646-696946 30200 0240450 Cult/TourCulture/Rec 7/31/2017 '000000080914 '1080094 2017 CLUB CAR VILLAGER 4 JH1743753826 30200 '0240450 Cult/TourCulture/Rec 7/31/2017 '000000080915 '1080095 2017 CLUB CAR VILLAGER 4 JH1743753827 30200 '0240450 Cult/Tour Culture/Rec 7/31/2017 000000080916 '1080096 2017 CLUB CAR VILLAGER 4 JH1743753828 30200 0240450 Cult/Tour Culture/Rec 7/31/2017 000000080917 1080093 2017 CLUB CAR VILLAGER 4 JH1743753825 30200 0240450 Cult/Tour Culture/Rec 7/31/2017 000000080924 9550082 Forklift -UnicarriesAF50LP, AP1F29U21183 30200 0240450 Cult/TourCulture/Rec 7/31/2017 000000081164 WRDairy Barn-SEgRm York 3T RTU 20101 0240450 Cult/Tour Culture/Rec 9/30/2017 000000081273 9550084 UNICARRIER PF50LP-DD Forklift P1F2-9H22670 30200 0240450 Cult/Tour Culture/Rec 9/30/2017 000000081282 Air Cooled Ice Maker 20101 0246010 Cult/Tour Will Roger Mem C 9/30/2017 000000087344 Video Monitor w structure supp 20101 0246010 Cult/Tour Will Roger Mem C 8/1/2018 000000087345 Video Monitor w structure supp 20101 0246010 Cult/Tour Will Roger Mem C 8/1/2018 000000087350 9570025 Tennant Ind Sweeper800-LPG 10149181-800-LPG 30200 0240450 Cult/TourCulture/Rec 12/31/2018 000000087355 9570024 Industrial ScrubberT20-C-LP 10149148-T20-C-LP 30200 0240450 Cult/TourCulture/Rec 12/31/2018 000000088716 WRMC Walk -In Cooler 20101 0246010 Cult/Tour Will Roger Mem C 5/1/2019 000000090257 CB1- Cafe Food Sery Equip 20101 0240450 Cult/Tour Culture/Rec 8/7/2019 000000090706 WRMC Video Board N/5 Coliseum 20101 0240450 Cult/Tour Culture/Rec 9/16/2019 000000090712 7580047 2019 F450/M 210 Street Sweeper 1FDUF4GT7KDA224330200 0240450 Cult/TourCulture/Rec 10/30/2019 000000091534 9550088 2020Octane 5KLPG Forklift SD 219015335 30200 0240450 Cult/TourCulture/Rec 2/19/2020 000000091535 9550087 2020 Octane 5K LPG Forklift DID 219015336 30200 0240450 Cult/Tour Culture/Rec 2/19/2020 000000094211 9650011 E400AN Straight Boom 0300276869 30200 0240450 Cult/Tour Culture/Rec 9/30/2020 000000098803 Will Rogers Chiller Coliseum 20101 0240450 Cult/TourCulture/Rec 1/14/2019 000000098803 Will Rogers Chiller Coliseum 30206 0240450 Cult/TourCulture/Rec 1/14/2019 000000098804 Will Rogers Chiller BlowerCoil 20101 0240450 Cult/Tour Culture/Rec 1/14/2019 000000104198 WRMC Boiler 20101 0240450 Cult/TourCulture/Rec 12/8/2021 000000104798 9550091 Doosan G25E-7 DF Forklift FGA1M-1330-05846 30200 0240450 Cult/Tour Culture/Rec 8/31/2023 000000104800 9550094 Doosan G30P-7 DF Forklift FDA2C-5052-01415 30200 0246010 Cult/Tour Will Roger Mem C 8/31/2023 000000105521 6090078 20231 Deere 324G-Yellow 652618Z004239 30200 0240450 Cult/TourCulture/Rec 9/30/2023 000000108046 Chiller Motor, YMC2 M6 30205 0240450 Cult/Tour Culture/Rec 5/31/2024 Asset ID Old ID lAsset Descr lAsset Typ( [Class JSerial ID I IlMod, IFunc - IDept rs 000000010516 0000137500 20"-PORTABLE STAGING 30" OR 40 Equipment MISCEQPT 10100 0251000 '000000010520 '0000135800 SOUND EQUIPMENT FOR EXHIBIT BL IT Hardware MOBDATA 10100 0251000 '000000010521 '0000135900 10-PORTABLE STAGING 16" OR 24" Equipment MISCEQPT 10100 0251000 '000000010522 '0000138200 GRAND PIANO Equipment MISEQUIP 10100 0251000 '000000010547 E425001300 '4;AERIAL-PLATFORM Equipment GROUNDMSTR 10100 0251000 '000000010550 '0001182500 SICO STAGES(CHAR 2) Equipment MISCEQPT 10100 0251000 '000000010577 E204023600 '2(TRUCK W/ STAKE BODY Vehicle TRUCK 1FDXW46ZXYED42186 20101 0251000 '000000010603 E425001700 '4:SCISSOR LIFT, 26 FT, GENIE 263 Equipment MISEQUIP GS3206-79320 20101 0251000 '000000010605 E203027500 �2(Ford F250regcab Vehicle TRUCK 1FTNF2053BEB43681 20101 0251000 '000000010609 E753000800 # 2008 TENNANT 810 RIDING SWEEPE Equipment SWEEPER 810-5039 20101 0251000 '000000045063 HIART-Southwest Exposition & Liv Intangible PBOWNEDART 10100 0251000 '000000045064 ART -American Quarter Horse Intangible PBOWNEDART 10100 0251000 '000000045065 BIART-"Old Blue" Intangible PBOWNEDART 10100 0251000 '000000045066 BIART-"Will Rogers"J EDWARD Intangible PBOWNEDART 10100 0251000 '000000045067 PI ART -Will Rogerson Horsebac Intangible PBOWNEDART 10100 0251000 '000000045068 ART-8667OAK BREAKFRNT W/GL Intangible PBOWNEDART 10100 0251000 '000000045069 ART-7644CARVED OAK MIRROR Intangible PBOWNEDART 10100 0251000 '000000045071 ART-22 MIRROR WOMENS RESTRO Intangible PBOWNEDART 10100 0251000 '000000045104 ART -LONGHORN PORCELAIN Intangible PBOWNEDART 10100 0251000 '000000045111 ARTIST-SPECIALBUFFET-CR-108 Intangible PBOWNEDART 10100 0251000 000000045120 ART-PRAIRIEFIRE28x28O1L Intangible PBOWNEDART 10100 0251000 '000000045121 ART -Breaking Through Painting Intangible PBOWNEDART 10100 0251000 000000045122 ART -RANCHER'S PRIDE Intangible PBOWNEDART 10100 0251000 000000045123 ART -MIDNIGHT BRONZE Intangible PBOWNEDART 10100 0251000 000000045124 ART - 11:55 BRONZE Intangible PBOWNEDART 10100 0251000 000000045125 ART -WHEN COWBOYS GET EDGY Intangible PBOWNEDART 10100 0251000 000000045126 ART -REMNANTS OF THE HERD Intangible PBOWNEDART 10100 0251000 000000045127 ART -ANTELOPE Intangible PBOWNEDART 10100 0251000 000000045128 ART -BRINGING IT IN 5 /20 Intangible PBOWNEDART 10100 0251000 000000045129 ART-BUFFALO1/30 Intangible PBOWNEDART 10100 0251000 000000045130 ART -BULL OF THE WOODS23/ Intangible PBOWNEDART 10100 0251000 000000045131 ART- DRUM MAKER 17/20 Intangible PBOWNEDART 10100 0251000 000000045132 ART - FREE 3/20 Intangible PBOWNEDART 10100 0251000 000000045133 ART -FRIEND 24/100 Intangible PBOWNEDART 10100 0251000 000000045134 ART -GETTING HIGH 1/20 Intangible PBOWNEDART 10100 0251000 000000045135 ART-GRASSFED 1/100 Intangible PBOWNEDART 10100 0251000 000000045136 ART -HEAD TO HEAD Intangible PBOWNEDART 10100 0251000 000000045137 ART- ROUNDER 9/25 Intangible PBOWNEDART 10100 0251000 000000045138 ART -REMINGTON (REPROD) Intangible PBOWNEDART 10100 0251000 000000045139 ART- HEIFER&BULL -GALOW Intangible PBOWNEDART 10100 0251000 000000045140 ART -POLLED ANGUS BULL - GAL Intangible PBOWNEDART 10100 0251000 000000045141 ART -CLASSIC HUNTER DES Intangible PBOWNEDART 10100 0251000 WRMC - ASSET LIST ITEM SIZE QUANITY CAMEO ESPRESSO COFFEE MACHINE C'2 3 SECURE FEMALE COMPRESSION CONNECTOR, ESPRESSO COFFEE MACHINE 3/8" X 3/8" 6 SHUT-OFF VALVE FOR TUBING, ESPRESSO COFFEE MACHINE 3/8" 3 NATURAL TUBING, ESPRESSO COFFEE MACHINE 3/8" 18 EVERPURE CLARIS GEN2 HEAD, ESPRESSO COFFEE MACHINE 3 EVERPURE CLARIS ULTRA, ESPRESSO COFFEE MACHINE 1000-L 3 SAMSUNG 50" 7 SERIES TV 50" 16 ROCKETFISH MOUNTING KIT 16 GEEK SQUAD WARRANTY 16 SALES TAX FOR TVS & MOUNTING KITS 1 4 / 50" TVS & WALL MOUNTS 50" 4 4 / 50" TVS & WALL MOUNTS 50" 4 WALK-IN REFRIDGERATION UNIT 2 TABLES, SPANDEX COVERS, TABLE TRUCKS VARIOUS SQUARE POS EQUIPMENT, TERMINALS & HUBS 8 SQUARE HUBS - TOOLKITS 2 SQUARE POS TERMINALS 6 SQUARE POS TERMINALS 7 SQUARE POS TERMINALS 8 SQUARE POS TERMINALS 9 SQUARE POS TERMINALS 8 SQUARE CASH DRAWERS 9 SQUARE CASH DRAWERS 9 SQUARE BAR CODE SCANNER 1 BEVERAGE CART UPDATE=11 280 QT 6 COMMERCIAL BLENDER 3 1/2HP 1 COMMERCIAL BLENDER 3 1/2HP 2 BLUE COLORED BLENDER JAR 64OZ 4 DOUBLE FREESTANDING DRAWER WARMER 900W 1 BLACK MOBILE ICE BIN UPDATE=9 125LB 6 REGENCY BAGGER 2 BLENDER 2 3/8 HP 1 BLENDER CONTAINER 64OZ 1 STAINLESS STEAL LINED AIRPOT 3 LT 4 FOOD PAN CARRIER 8 SHEET PAN RACK 12 WERE SHELVING UNIT 18"X48" 5 EASTERN TABLETOP SQUARE HEAT LAMP 33 1/2" 4 CAMSHELVING 48" X 23"X 75 3/4" 3 COMMERICAL LAUNDRY CART 14 BUSHEL 1 BUSSING CART W/ 3 SIDE PANELS 42" X 20" 2 BUSSING CART 42" X 20" 4 DISH/GLASS RACK DOLLY W/ HANDLE 4 DISH DOLLY/CADDY W/ VINYL COVER 4 COLUMN 2 BLACK DISH CADDY 4 COLUMN 3 BLACK CUSTOMIZABLE GLASS RACK 8 1/2" 24 DISH DOLLY/ CADDY W/ VINYL COVER 6 COLUMN 2 BLACK PLASTIC CUTLERY BOX W/ HANDLES 6 COLUMN 1 HEATED HOLDING/PROOFING CABINET 120V 10 DOUBLE ARM HEAT LAMP UPDATE=4 110V 6 INSULATED BEVERAGE DISPENSER UPDATE=17 5 GAL 1 BOX GRATER W/ SOFT GRIP 9 1/2" 6 FOLDING FARM TABLE 40" X 84" 4 COFFEE DISPENSER 1.5 GAL 3 WATER FILTRATION SYSTEM 1.67 GPM 1 SOUS VIDE IMMERSION CIRCULATOR HEAD 120V 1 BLACK BOW MIXER 8 QT 1 HEATED DISPLAY CASE W/ SLIDING DOORS 120V 1 TAP KEGERATOR BEER DISPENSER UPDATE=2 1/2 KEG 3 DOUBLE TAP KEG BEER DISPENSER - BLACK UPDATE=7 1/2 KEG 6 SOLID DOOR REACH -IN FREEZER 29" 1 STAINLESS STEEL W K TABLE 36" X 96" 1 STAINLESS STEEL EQUIPMENT STAND W/ LEGS 30" X 48" 1 STEM CASTERS FOR W K TABLES 5" 1 AIR CURTAIN MERCHANDISER 51" 1 HOT DOG BUN WARMER 64 BUNS 2 ELECTRIC FLOOR FRYER 240V 5 ELECTRIC GRIDDLE 220V 1 CHROME WIRE SECURITY CAGE KIT 24" X 48" X 69" 4 FLOOR MIXER W/ GUARD 120V 1 COMMERCIAL THEATER POPCORN MACHINE 12 OZ 1 POPCORN CLEANER 31 OZ 1 HOT DOG ROLLER GRILL 120V 2 STEEL CROSS BACK CHAIR 60 BAMBOO STEAMER SET 12" 2 WAFFLE MAKER W/ TIMER 120V 1 COOKING COUNTERTOP OVEN 1 PLATFORM TRUCK W/ ADJUSTABLE HANDLE 32" X 20 1/2" 1 COUNTERTOP FOOD RETHERMALIZER 4 HAND TRUCK W/ RUBBER WHEELS 600LB 3 UTILITY CART 3-SHELF 3 SHEET PAN RACK 20 PAN 12 FOOTER COLLING RACK/PAN GRATE 10" X 18" 24 WIRE IN RIM ALUMINUM BUN/SHEET PAN 13" X 18" 288 TILTING NATURAL GAS BRAISING PAN 40 GALLON 1 EQUIPMENT STAND W/ STAINLESS STEEL UNDERSHELF 30" X 60" 2 NATURAL GAS 40 PAN COMBI OVEN 120V 1 COUNTERTOP GRIDDLE 60" 1 FULL SIZE NATURAL GAS CONVECTION OVEN 2 TRIPLE WATER FILTRATION SYSTEM 5 GPM 2 PLANETARY FLOOR MIXER W/ GUARD 1 3/4 HP 1 NATURAL GAS BURNER RANGE 60" 1 GAS LAVA BRIQUETTE CHARBROILER 60" 1 STAINLESS STEEL FLOOR FRYER 35-40LB 3 ALUMINUM DUNNAGE RACK 48" X 20" X 8" 8 SHELF WIRE STATIONARY SHELVING UNIT 24" X 60" X 63" 9 SOUS VIDE IMMERSION CIRCULATOR HEAD 1 VACUUM SEALER 16" 1 TRIPLE FREESTANDING DRAWER WARMER 1350W 1 SOLID DOOR REACH -IN FREEZER 29" 1 REFRIGERATED SANDWICH PREP TABLE 48" 1 OVERSHELF SNEEZE GUARD 43" 1 ELECTRIC COUNTERTOP GRIDDLE 208/240V 1 THREE PAN OPEN WELL ELECTRIC STEAM TABLE 120V 1 TURBOCHEF COUNTERTOP PIZZA OVEN 2 ROBOT COUPE 1 REFRIGERATED OPEN DISPLAY MERCHANDISER 1 60" CUBED REFRIGERATED COUNTER DISPLAY CABINET 60" 1 30" X 72" STAINLESS STEEL WORK TABLE 30X72 30" X 72" SHIPPING ON ORDER NUMBER 71632584 SALES TAX ON ORDER NUMBER 71632584 COUNTERTOP EDGE SS WORK TABLE 3 NEMCO FRUIT / VEGETABLE SLICER 1 NEMCO TOMATO SLICER 1 MANUAL MEAT SLICER 1 MEAT GRINDER 2 PORTABLE HAND SINK 1 COUNTERTOP REFRIGERATED PREP RAIL 1 COUNTERTOP FOOD COOKER / WARMER 7 FLOOR FRYERS 3 WATER FILTRATION SYSTEM 2 CAMBRO CAMTAINERS & CAMCARRIERS WITH HANDLES - N/A 3 CAMBRO CAMTAINER COVER - N/A 8 CAMBRO BEVERAGE DISPENSER 6 CAMBRO PORTABLE BAR 5 STAINLESS STEEL CONTAINER WITH BLADE AND LID FOR BLENDER N/A 4 RUBBERMAID PLATFORM TRUCK 60"X30" - 2,000 LB CAPACITY N/A 60"X30" 4 CURRENCY SAFES FOR VAULT UPDATE=2 2 SMALL & 1 LARGE 3 SHELVING FOR BODEGA MATERIALS FOR CONCESSION STAND RENOVATIONS CONCESSION STAND RENOVATIONS CONSTRUCTION OF BARS 6 CASH BOXES FOR BARS 20 DESIGN & RENDERINGS 1 KITCHEN INSTALL 1 WATER FILTRATION INSTALL 1 FLOOR DRAIN INSTALL 1 ALTO-SHAAM INSTALLATION 1 FIRST AID CABINET 1 TACO HEADS IDS BEN'S PRETZEL TRAILER EXTERIOR WRAP 1 POPCORN TRAILER EXTERIOR WRAP 1 WILL'S CANTINA NEON SIGNAGE 1 EUGENE KNIVES LLC 1 SLIM JIM TRASH CAN 10 SLIM JIM TROLLEY 1 UTILITY CART 1 UTILITY CART 1 KLEEN PAIL 6QT 6QT 6 KLEEN PAIL 8QT 8T 7 MOP BUCKET 1 WET MOP HANDLE 5 BRONCO TRASH CAN 44GAL 44 GAL 7 BRONCO TRASH CAN 32GAL 32 GAL 6 WET/DRY DEBRIS PAN 1 UTILITY CART 2 ICE SCOOP 11 5 GALLON ICE TOTE 5 GAL 1 6 GALLON ICE TOTE 6 GAL 1 SCRAPER 1 UTILITY SCOOP 7 ICE SCOOP 84.5OZ 84.5 OZ 4 PERFORATED SERVING SPOON 10 BASTING SPOON 12 FLEXIBLE TURNER 14 PERFORATED TURNER 14 LOCKING TONGS 16" 16" 7 LOCKING TONGS 9" 9" 10 KNIFE BREAD SCALLOPED 7 KNIFE 8" CHEF 8" 8 SLICER KNIFE 3 PARING KNIFE 7 CUTTING BOARD 14X18 14X18 1 CUTTING BOARD 18X24 IN EDGE 18X24 1 CUTTING BOARD 18X24 IN END 18X24 2 CUTTING BOARD 12X18 RED 12X18 4 CUTTING BOARD 2 CUTTING BOARD 12X18 GREEN 12X18 5 CAMWEAR STORAGE CONTAINER 3 CAMSQUARE FOOD CONTAINER 3 CAMWEAR COVER 3 FOOD CONTAINER WHITE 4 FOOD STORAGE CONTAINER COVER 8 COOKS FORK 5 COVER 11 1/2" ALUMINUM WITH HANDLE 11 1/2" 2 PROFESSIONAL COVER 2 STOCK POT 40QT 40 QT l STOCK POT 32QT 32 QT 1 7QT SAUCE PAN 7 QT 4 10QT SAUCE PAN 10 QT 4 STOCK POT 24QT 24 QT 1 STOCK POT 20QT 20 QT 1 SAUCE POT 20QT 20 QT 1 SERVING TRAY ROUND 14 CAMTREAD SERVING TRAY OVAL 22" 22" 8 CAMTREAD SERVING TRAY 19 1/4" 19 1/4" 10 CART BLACK UTILITY 1 60OZ PITCHER 60OZ 13 CAMWEAR SERVING BOWL 20.2QT 20.2 QT 6 CAMWEAR SALAD BOWL 5.8QT 5.8 QT 8 10" ROUND SALAD BOWL 10" 3 8" SALAD BOWL 8" 11 CHEESE GRATER 4 VEGETABLE PEELER 6 60Z LADLE 60Z 10 4QT MEASURING CUP 4 QT 4 TOMATO CORER 3 DUNNAGE RACK 20X60 20X60 2 DUNNAGE RACK 20X36 20X36 1 DUNNAGE RACK 20X48 20X48 1 MOP BUCKET AND WRINGER 1 CHARBROILER 60" 60" 1 BACK BAR COOLERGLASS 1 MOBILE ICE CADDY 2 TRIMLINE TRASH CAN 6 RACK BUN PAN 4 PAN RACK 2 HEATED HOLDING CABINET INSULATED 1 HEATED HOLDING CABINET NON -INSULATED 1 INGREDIENT BIN 2 FULL SIZE SHEET PAN 18 STORAGE BIN 40 CUP 40 CUP 2 WIRE WHIP 36" 36" 1 FOOD PAN FULL SIZE 6 16" PIANO WHIP 16" 3 20" FRENCH WHIP 20" 3 14 FRENCH WIRE WHIP 14" 3 VERSA ORGANIZER RACK 1 6 PIECE MEASURING SPOON SET 4 6 PIECE MEASURING CUP SET 4 MAGNETIC KNIFE RACK 3 10" CHINA CAP 10" 2 12" FINE STRAINER 12" 1 FULL SIZE STEAM TABLE PAN 6 FULL SIZE PERFORATED STEAM TABLE PAN 4 11QT COLANDER 11 QT 2 FOOD STORAGE CONTANER 18X26X9 18X26X9 3 COVER FOOD STORAGE 18X26 18X26X9 3 RACK BUN PAN 1 RACK DONUT SCREEN FULL HEIGHT 1 RACK DONUT SCREEN FULL HEIGHT 1 CAM VIEW CAMILITER DECANTER 8 GLASS RIMMER SALTER 4 MEDIUM FLOW POURER 9 LABEL FOOD ROTATION 1 LABEL FOOD ROTATION 4 BAR ICE SCOOP 5OZ 5 OZ 8 COCKTAIL KIT 8 PIECE 2 CORKSCREW WAITER 1 CORKSCREW WAITER 11 SPOON BAR 4 SHIMMER 2 SIff1VIlVIER FINE MESH 5 STRAINER DOUBLE MESH 2 CADDY BAR 4PT 2 CADDY BAR 5PT 6 GLASS RIMMER SALTER 2 COUNTERTOP NAPKIN DISPENSER 4 VENUE NAPKIN DISPENSER 3 RIDAL BASKET COLLECTION 1 RIDAL BASKET COLLECTION 4 RIDAL BASKET COLLECTION 2 20Z LADLE 20 OZ 6 3OZ LADLE 3 OZ 7 14" RECTANGLE MELAMINE PLATTER 6 DISPLAY STAND 3-TIER 2 SERVING AND DISPLAY TRAY 1 DELUXE SERIES WORK TABLE 48"X24" 48X24 1 DELUXE SERIES WORK TABLE 48"X30" 48X30 3 WORKTABLE 24"X36" 24X36 1 CASCADE PLATTER 4 CASCADE PLATTER 4 SERVING TRAY RECTANGULAR 4 SERVING TRAY ROUND 1 TEASPOON ROYAL - DZ 2 KNIFE ROYAL - DZ 2 SPOON BOUILLION - DZ 2 FORK DINNER ROYAL 4 SERVER PIE 13 FULL SHEET PAN 12 DELUXE SERIES WORK TABLE 60"X30" 60X30 1 STAINLESS STEEL BAR SHAKER 16 OZ 16 NON STICK FRY PAN 7" 12 WOOD CUTTING BOARD 30" X 18" X 1 3/4" 10 MAGNETIC KNFIE HOLDER 18" 3 GRILL BRICK 8" X 4" X 3 1/2" 2 KITCHEN COUNTDOWN TIMER 2 BENS PRETZEL TRAILER 1 BLACK BIB APRON 34"L X 34"W0 34" X 34" 50 CHEF REVIVAL CS006 BLACK SS COOK SHIRT - M M 12 CHEF REVIVAL CS006 BLACK SS COOK SHIRT - L L 12 CHEF REVIVAL CS006 BLACK SS COOK SHIRT - XL XL 12 CHEF REVIVAL CS006 BLACK SS COOK SHIRT - 2X 2X 12 CHEF REVIVAL CS006 BLACK SS COOK SHIRT - 3X 3X 6 UNCOMMON THREADS O402 BLACK LS CHEF COAT - 2XL 2X 5 UNCOMMON THREADS O402 BLACK LS CHEF COAT - 3XL 3X 6 UNCOMMON THREADS O402 BLACK LS CHEF COAT - L L 12 UNCOMMON THREADS O402 BLACK LS CHEF COAT - M M 12 UNCOMMON THREADS O402 BLACK LS CHEF COAT - XL XL 13 SALES TAX ON ORDER NUMBER 72059008 1 UNIFORMS UNIFORMS YAMAHA GAS, AND EZGO GAS, 4 PASSENGER GOLF CART 2 2016 ISUZU BOX TRUCK i POPCORN TRAILER 1 POPCORN TRAILER UPFIT 1 GOLF CARTS 2 NOTE: ADDITIONAL INVENTORY INFORMATION INCLUDED IN SPREADSHEETS TO BE SHARED WITH GSMC EXHIBIT "F" INVENTORY OF ARTWORK LOCATION ID ARTIST TITLE VALUE ACQUISITION TYPE Will Rogers Memorial Center Gale, Kenneth Untitled (Auditorium) $ 425,000.00 Legacy Collection Will Rogers Memorial Center Gale, Kenneth Untitled (Coliseum) $ 425,000.00 Legacy Collection Will Rogers Memorial Center Biggs, Electra W. Riding into the Sunset $ 155,000.00 Legacy Collection Historic Exhibition Barns Gale, Kenneth Untitled -Cattle 1 $ 15,600.00 Legacy Collection Historic Exhibition Barns Gale, Kenneth Untitled -Cattle 2 $ 15,600.00 Legacy Collection Historic Exhibition Barns Gale, Kenneth Untitled -Cattle 3 $ 15,600.00 Legacy Collection Historic Exhibition Barns Gale, Kenneth Untitled -Cattle 4 $ 15,600.00 Legacy Collection Historic Exhibition Barns Gale, Kenneth Untitled -Sheep $ 15,600.00 Legacy Collection Historic Exhibition Barns Gale, Kenneth Untitled - Swine $ 15,600.00 Legacy Collection Will Rogers Memorial Center Bryant, Jack John Justin and Baby Blue $ 80,000.00 Legacy Collection Equestrian Multi -Purpose Facility Mandel, Mike Western Heritage Murals_Equestrian Center $ 281,702.00 Commissioned Western Heritage Parking Garage Mandel, Mike Western Heritage Murals $ 266,371.00 Commissioned WRMC / Dickies Arena Matthews, William Los Caballos $ 629,547.84 Legacy Collection WRMC / Dickies Arena Buckeye Blake (Early day cowboy of the American West) $ 424,247.83 Legacy Collection WRMC / Dickies Arena Buckeye Blake (Commanche Lord of the Plains) $ 424,247.83 Legacy Collection WRMC / Dickies Arena Evergreens Architectural Arts (Texas Culture and History) $ 1,014,940.50 Legacy Collection WRMC / Dickies Arena, Parking Garage Mandel, Mike Pioneers of Texas Transportation, 2017 $ 170,532.50 Legacy Collection WRMC / Dickies Arena, Parking Garage Mandel, Mike Stock Show Parades $ 170,532.50 Legacy Collection WRMC Gate 42 Graham, Kelly Buster Welch and King Ranch's Little Peppy $ 250,000.00 Legacy Collection Pioneer Tower, Will Rogers Memorial Center RefikAndol Studio LLC Pioneer Tower Dreams $ 300,396.00 Commissioned Pioneer Tower, Will Rogers Memorial Center Quayola Ltd Texas Surveys $ 320,896.00 Commissioned $ 5,432,014.00 EXHIBIT "G" IT AND COMMUNICATIONS SYSTEMS AND EQUIPMENT WRMC IT Equipment City Issued Wad Assigned User PC Name Asset ID Cell Phone (PC Name/Asset ID) Aguirre, Robena 3BJHF64-LAP 53713 Allen, James M 4NY1GK3-LAP 48174 Braesicke, Nancy Evelyn 502HF64-LAP 53419 682-269-5565 Cartwright, Shanda 7QN5WH3-LAP 52249 682-213-0819 6822257237 (62388) Cox, Sara L GFNGF64-LAP 53511 Crane, Charles 8106WH3-LAP 52345 Delgado, Catrina D427WH3-LAP 52125 Elder, Kendra HW2XDK3-LAP 48182 Gillett, Christine 84W7WT3-LAP 47961 Hall, Audrey A HNBTLD4-LAP 54542 6822638631 Humphrey, Claude W. 9FNGF64-LAP 53514 Kennedy, Bridgette 6F56WH3-LAP 52335 Kindred, Marietta A D8BGF64-LAP 53486 Masterson, Dan HX1HF64-LAP 53698 McNamara, Allison GV17WH3-LAP 52327 817-269-2617 8179806802 Multi -User (Barn Crew) CKT2144-PC 51869 Multi -User (Event Services) BD13144-PC 51955 Norris, Belinda 202HF64-LAP 53703 Norris, Belinda (Check Reader) 7K7R4D4-LAP 54755 Norris, Belinda (Admin. Conf. Room) 54K6GT3-PC 47847 Olivier, Gary L 6VC7WH3-LAP 52399 682-319-8664 Petrek, Charly R 9F5HF64-LAP 53459 Puente, Lucy L DDNGF64-LAP 53519 Reed, James W 5Y1HF64-LAP 53696 Reid, Justin 6824022466 VACANT (Revilla, Felix) 11393144-13C 52023 Woollum, JW S 3QBTLD4-LAP 54662 WRMC MOD Cell Phone 817-991-8497 WRMC Printer/Location ID # Notes from Department UPDATED Location D54949 Crew Leader's Office (WRMC) WRMC/Exhibit Hall D54950 JW Woollum WRMC/Exhibit Hall D54951 Engineering Shop (WRMC) WRMC/Exhibit Hall D54952 Dan Masterson WRMC/Exhibit Halt D55168 Allison McNamara WRMC/Exhibit Hall D55438 WRMC HRC Office WRMC/Exhibit Hall D55444 Chuck Crane WRMC/Exhibit Hall D55156 Belinda Norris WRMC/Exhibit Hall D54953 Accounting Office Accounting Office D55439 RV Office (Nancy Braesicke) Cattle Barn 3 D55091 Hallway (WRMC) WRMC/Admin - 2nd floor D56157 EC Office (WRMC) Amon Carter Esc Hall D56158 Sales Office (WRMC) WRMC Welcome Center D56199 Robena Acquirre Located in L 20 of the parking garage. Only used during Stock Show D55196 Gary Olivier WRMC/Security Admin Office WRMC Desk Phone Extensions 6287 Aguirre, Robena Allen, James M 8115 Braesicke, Nancy Evelyn 8160 Cartwright, Shanda 8110 Cox, Sara L 8154 Crane, Charles 8119 Delgado, Catrina 2869 Elder, Kendra 2872 Gillett, Christine 5987 Hall, Audrey 8126 Humphrey, Claude W. 8119 Kennedy, Bridgette 8159 Kindred, Marietta A 8166 Masterson, Dan 5982 McNamara, Allison Multi -User (Barn Crew) Multi -User (Event Services) 8168 Norris, Belinda Norris, Belinda (Check Reader) Norris, Belinda (Admin. Conf. Room) 8112 Olivier, Gary L 8155 Petrek, Charly R 2872 Puente, Lucy L 6231 Reed, James W 8157 Reid, Justin VACANT (Revilla, Felix) 8165 Woollum, Jw S EXHIBIT "G-1" SECURITY SYSTEMS AND EQUIPMENT Will Rogers Memorial Center Property Access Control Inventory Item Type Brand WRMCLocation Camera Panasonic / i-PRO WV-S22500-V3L 11818149177 07 - 172.31.20.134 IP-Admin Offcie Door Camera Bosch NDC-274 1678489842 07 - 172.31.20.134 IP-Welcome Center Lobby Camera Bosch NDC-274 451638631 07-172.31.20.134 IP-Welcome Center Rear DR Camera Panasonic / i-PRO WV-S25500-V3L 1391994943 17-172.31.20.45 Amon Carter Kitchen Loading Dock Camera Panasonic / i-PRO WV-S4576LA 1423693469 17-172.31.20.45 Amon Carter Main Entrance Camera Panasonic / i-PRO WV-X15700 1627142929 17-172.31.20.45 Amon Carter Trash Bin/Loading Camera Panasonic / i-PRO WV-S8563L 281603091 17-172.31.20.45 Barn 1 Middle Offices Camera Panasonic / i-PRO WV-S8563L 399619028 17-172.31.20.45 Barn 1 Middle Stockmans cafe Camera Panasonic / i-PRO WV-S8563L 86640669 17-172.31.20.45 Barn 1 Middle West Camera Panasonic / i-PRO WV-S8563L 2025275483 17-172.31.20.45 Barn 1 North Entrance Camera Panasonic / i-PRO WV-S8563L 1620486091 17-172.31.20.45 Barn 1 North Stockmans Camera Panasonic / i-PRO WV-S8563L 439016733 17-172.31.20.45 Barn 1 North West Camera Panasonic / i-PRO WV-X86530-Z2 MULTI 1469028493 17-172.31.20.45 Barn Plaza Area Cam 1- Sensor 1 Camera Panasonic / i-PRO WV-X86530-Z2 MULTI 966625315 17-172.31.20.45 Barn Plaza Area Cam 1- Sensor 2 Camera Panasonic / i-PRO WV-X86530-Z2 MULTI 1960563716 17-172.31.20.45 Barn Plaza Area Cam 1- Sensor 3 Camera Panasonic / i-PRO WV-X86530-Z2 PTZ 1663945134 17-172.31.20.45 Barn Plaza Area Cam 2 PTZ Camera Panasonic / i-PRO WV-X15700-V2L 492767924 17-172.31.20.45 Equesterian MP Building Camera Panasonic / i-PRO WV-X15700-V2L 1826972532 17-172.31.20.45 Hay Barn Cam 1 Camera Panasonic / i-PRO WV-S25500-V3L 160691266 17-172.31.20.45 Hay Barn Cam 2 Camera Panasonic / i-PRO WV-X86530-Z2_PTZ 1344145997 17-172.31.20.45 Moncrief Building Cam 1 PTZ Camera Panasonic / i-PRO WV-X86530-Z2_MULTI 1496589302 17-172.31.20.45 Moncrief Building Cam 2 - Sensor 1 Camera Panasonic / i-PRO WV-X86530-Z2_MULTI 1941270803 17-172.31.20.45 Moncrief Building Cam 2 - Sensor 2 Camera Panasonic / i-PRO WV-X86530-Z2_MULTI 646889383 17-172.31.20.45 Moncrief Building Cam 2 - Sensor 3 Camera Panasonic / i-PRO WV-X15700-V2L 1408744621 17-172.31.20.45 Moncrief Building Cam 3 Camera Panasonic / i-PRO WV-X15700-V2L 280925806 17-172.31.20.45 Promenade Camera Panasonic / i-PRO WV-X15700-V2L 2041926706 17-172.31.20.45 Swine North Camera Panasonic / i-PRO WV-X15700-V2L 426916001 17-172.31.20.45 Swine South Camera Panasonic / i-PRO WV-S8563L 1096127229 17-172.31.20.45 Auditorium East Exterior - Sensor 1 Camera Panasonic / i-PRO WV-S8563L 27491690 17-172.31.20.45 Auditorium East Exterior - Sensor 2 Camera Panasonic / i-PRO WV-S8563L 1637724852 17-172.31.20.45 Auditorium East Exterior - Sensor 3 Camera Panasonic / i-PRO WV-S8563L 2104357911 17-172.31.20.45 Auditorium West Exterior - Sensor 1 Camera Panasonic / i-PRO WV-S8563L 337452866 17-172.31.20.45 Auditorium West Exterior - Sensor 2 Camera Panasonic / i-PRO WV-S8563L 1434700087 17-172.31.20.45 Auditorium West Exterior - Sensor 3 Will Rogers Memorial Center Property Access Control Inventory Item Type WRMC Location Camera Panasonic/i-PRO WV-S2500-V3L 1781988246 07-172.31.20.134 Taco Heads -Bar Area Camera Panasonic / i-PRO WV-S2500-V3L 1091818657 07-172.31.20.134 Taco Heads-EXT Kitchen Door Camera Panasonic / i-PRO WV-S2500-V3L 385926145 07-172.31.20.134 Taco Heads -Kitchen Camera Panasonic / i-PRO WV-S2500-V3L 1148306913 07-172.31.20.134 Taco Heads-N Main Room Camera Panasonic / i-PRO WV-S2500-V3L 979141442 07-172.31.20.134 Taco Heads-S Main Room Camera Panasonic / i-PRO WV-S2500-V3L 1986986516 07-172.31.20.134 Taco Heads -SE Entry Door Camera Panasonic / i-PRO WV-S2500-V3L 1949524879 07-172.31.20.134 Taco Heads -SW Entry Door Camera Panasonic / i-PRO WV-S2500-V3L 1597049406 07-172.31.20.134 Taco Heads-W Main Room Will Rogers Memorial Center Property Access Control Inventory Item Type Brand Model ID # Server WRMC Location Camera Panasonic / i-PRO WV-S22500-V3L 1818149177 07-172.31.20.13z IP-Admin Offcie Door Camera Bosch NDC-274 1678489842 07-172.31.20.13z IP-Welcome Center Lobby Camera Bosch NDC-274 451638631 07-172.31.20.13z IP-Welcome Center Rear Camera Panasonic / i-PRO WV-S25500-V3L 1391994943 17-172.31.20.45 Amon Carter Kitchen Low Camera Panasonic / i-PRO WV-S4576LA 1423693469 17-172.31.20.45 Amon Carter Main Entrant Camera Panasonic / i-PRO WV-X15700 1627142929 17-172.31.20.45 Amon Carter Trash Bin/Lo Camera Panasonic / i-PRO WV-S8563L 281603091 17-172.31.20.45 Barn 1 Middle Offices Camera Panasonic / i-PRO WV-S8563L 399619028 17-172.31.20.45 Barn 1 Middle Stockmans Camera Panasonic / i-PRO WV-S8563L 86640669 17-172.31.20.45 Barn 1 Middle West Camera Panasonic / i-PRO WV-S8563L 2025275483 17-172.31.20.45 Barn 1 North Entrance Camera Panasonic / i-PRO WV-S8563L 1620486091 17-172.31.20.45 Barn 1 North Stockmans Camera Panasonic / i-PRO WV-S8563L 439016733 17-172.31.20.45 Barn 1 North West Camera Panasonic / i-PRO WV-X86530-Z2 MI 1469028493 17-172.31.20.45 Barn Plaza Area Cam 1- S Camera Panasonic / i-PRO WV-X86530-Z2 M1966625315 17-172.31.20.45 Barn Plaza Area Cam 1- S Camera Panasonic / i-PRO WV-X86530-Z2 MI 1960563716 17-172.31.20.45 Barn Plaza Area Cam 1- S Camera Panasonic / i-PRO WV-X86530-Z2 PT 1663945134 17-172.31.20.45 Barn Plaza Area Cam 2 PT Camera Panasonic / i-PRO WV-X15700-V2L 492767924 17-172.31.20.45 Equesterian MP Building Camera Panasonic / i-PRO WV-X15700-V2L 1826972532 17-172.31.20.45 Hay Barn Cam 1 Camera Panasonic / i-PRO WV-S25500-V3L 160691266 17-172,31.20.45 Hay Barn Cam 2 Camera Panasonic / i-PRO WV-X86530-Z2_P1 1344145997 17-172.31.20.45 Moncrief Building Cam 1 F Camera Panasonic / i-PRO WV-X86530-Z2_M1 1496589302 17-172.31.20.45 Moncrief Building Cam 2 - Camera Panasonic / i-PRO WV-X86530-Z2_M1 1941270803 17-172.31.20.45 Moncrief Building Cam 2 - Camera Panasonic / i-PRO WV-X86530-Z2_M1646889383 17-172.31.20.45 Moncrief Building Cam 2 - Camera Panasonic / i-PRO WV-X15700-V2L 1408744621 17-172.31.20.45 Moncrief Building Cam 3 Camera Panasonic / i-PRO WV-X15700-V2L 280925806 17-172.31.20.45 Promenade Camera Panasonic / i-PRO WV-X15700-V2L 2041926706 17-172.31.20.45 Swine North Camera Panasonic / i-PRO WV-X15700-V2L 426916001 17-172.31.20.45 Swine South Camera Panasonic / i-PRO WV-S8563L 1096127229 17-172.31.20.45 Auditorium East Exterior - Camera Panasonic / i-PRO WV-S8563L 27491690 17-172.31.20.45 Auditorium East Exterior - Camera Panasonic / i-PRO WV-S8563L 1637724852 17-172.31.20.45 Auditorium East Exterior - Camera Panasonic / i-PRO WV-S8563L 2104357911 17-172.31.20.45 Auditorium West Exterior Camera Panasonic / i-PRO WV-S85631- 337452866 17-172.31.20.45 Auditorium West Exterior Camera Panasonic / i-PRO WV-S85631- 1434700087 17-172.31.20.45 Auditorium West Exterior Will Rogers Memorial Center Property Access Control Inventory Sub Controllers Address Card Reader WRMC (3401 W Lancaster) -Admin Building On Board Sub Controller 5.1.111 Keypad WRMC (3401 W Lancaster) -Admin Building On Board Sub Controller 5.1.R2 Motion Sensor WRMC (3401 W Lancaster) -Admin Building Acct 161 Intrusion 5.2.11 Motion Sensor WRMC (3401 W Lancaster) -Admin Building Acct 161 Intrusion 5.2.12 Motion Sensor WRMC (3401 W Lancaster) -Admin Building Acct 161 Intrusion 5.2.13 Motion Sensor WRMC (3401 W Lancaster) -Admin Building Acct 161 Intrusion 5.2.14 Door Sensor WRMC (3401 W Lancaster) -Admin Building Acct 161 Intrusion 5.2.15 Door Sensor WRMC (3401 W Lancaster) -Admin Building Acct 161 Intrusion 5.2.16 Panic Button WRMC (3401 W Lancaster) -Admin Building Acct 161 Intrusion 5.2.17 Door Sensor WRMC (3401 W Lancaster) -Welcome Center On Board Sub Controller 6.1.R1 Badge Reader WRMC (3401 W Lancaster) - Welcome Center On Board Sub Controller 6.1.R2 Door Sensor WRMC (3401 W Lancaster) -Taco Head On Board Sub Controller 7.1.R1 Keypad WRMC (3401 W Lancaster) -Taco Head On Board Sub Controller 7.1.R2 Door Sensor WRMC (3401 W Lancaster) -Taco Head WRMC Taco Head Intrusion 7.2.11 Door Sensor WRMC (3401 W Lancaster) -Taco Head WRMC Taco Head Intrusion 7.2.12 Door Sensor WRMC (3401 W Lancaster) -Taco Head WRMC Taco Head Intrusion 7.2.13 Door Sensor WRMC (3401 W Lancaster) - Taco Head WRMC Taco Head Intrusion 7.2.14 Door Sensor WRMC (3401 W Lancaster) -Taco Head WRMC Taco Head Intrusion 7.2.15 Door Sensor WRMC (3401 W Lancaster) -Taco Head WRMC Taco Head Intrusion 7.2.16 Door Sensor WRMC (3401 W Lancaster) -Taco Head WRMC Taco Head Intrusion 7.2.19 Motion Sensor WRMC (3401 W Lancaster) -Taco Head WRMC Taco Head Intrusion 7.2.110 Motion Sensor WRMC (3401 W Lancaster) -Taco Head WRMC Taco Head Intrusion 7.2.111 Motion Sensor WRMC (3401 W Lancaster) -Taco Head WRMC Taco Head Intrusion 7.2.112 Motion Sensor WRMC (3401 W Lancaster) -Taco Head WRMC Taco Head Intrusion 7.2.113 Keypad WRMC (3401 W Lancaster) - Conference On Board Sub Controller 206.1.R1 Badge Reader WRMC (3401 W Lancaster) - Conference On Board Sub Controller 206.1.R2 Door Sensor WRMC (3401 W Lancaster) - Conference On Board Sub Controller 206.1.11 Door Sensor WRMC (3401 W Lancaster) - Conference On Board Sub Controller 206.1.12 Door Sensor WRMC (3401 W Lancaster) - Conference On Board Sub Controller 206.1.13 Motion Sensor WRMC (3401 W Lancaster) - Conference On Board Sub Controller 206.1.14 Motion Sensor WRMC (3401 W Lancaster) - Conference On Board Sub Controller 206.1.15 Acct 161-POa-Admin Entrance Intrusion Card Reader Acct161-POb-Admin Entrance Intrusion Keypad Acct 161-P2-Main Entry Motion PIR Acct 161-P3-Conference Room Motion PIR Acct 161-134-Reception Area Motion PIR Acct 161-P5-Administration Back Exit Motion PIR Acct 161-136-Administration Back Exit Door Acct 161-139-Main Front Entry Door Acct 161-P8-Administrative Panic Button at Top of Staircase WRMC Welcome Entrance ReaderR2 WRMC Taco Head Rm Entrance Taco Head Intrusion KP Acct 182 Pt 1 West Glass Doors Acct 182 Pt 2 East Glass Doors Acct 182 Pt 3 Kitchen Exterior Door Acct 182 Pt 41T/Elec Closet Door Acct 182 Pt 5 Sliding Glass Door Acct 182 Pt 6 West Counter Roll Up Door Acct 182 Pt9 Main Rm SW Motion Acct 182 131:10 Main Rm NW Motion Acct 182 Pt11 Main Rm NE Motion Acct 182 P1:12 Main Rm SE Motion Acct 182 131:13 Kitchen Motion Conf Room KIP ReaderR2 Acct 162 - WRMC Door 1 Acct 162 - WRMC Door 2 Acct 162 - WRMC Door 3 Acct 162 - WRMC Motion 1 Acct 162 - WRMC Motion 2 EXHIBIT "H" GSMC ACCOUNT STRUCTURE GSMC Bank Account Structure --------------- Main Account —Operating I I I I I- - - - - - - - - - - - - - - -z 1"�� Accounts Payable Cks only - - - - - - - - - - - - - - - - , I I I � I � Ticket Money Account , I I I I Restricted until Event is I Settled I I ---------------- I Payroll Account ZBA ---------------, I I I 1 Reserve Account I I "PayGo Account' � 1 I - - - - - - - - - - - - - - - - I EXHIBIT "I" CALCULATION OF ANNUAL FUNDING COMMITMENT & CALCULATION OF ANNUAL CAPITAL PAYGO INCENTIVE City of Fort worth Public Events Department Will Rogers Memorial Center WRMC Qualified Management Agreement Calculation of Operating Deficit Funding & Capital Investment Incentive (Example based on FY24 Budget, Revenues and Expenses) 2/9/2026 Notes (+) WRMC Operating Revenues (managaed by GSMC) 10,859,339 FY24 WRMC Revenues (+10%) (+) Projected Deficit Funding Under City Management 7,405,057 FY24 Actual Operating Deficit (_) Total WRMC Operating Funding 18,264,396 (-) WRMC Operating Expenses (managed by GSMC) (13,777,182) FY24 WRMC Expenses (Ops, Sales, Admin Allocation) (-) WRMC Operating Expenses (managed by City) (3,500,000) Estimated expenses carried by City (_) Totat WRMC Operating Expenses (17,277,182) (_) WRMC Annual Operating Surplus(Deficit) 987,214 Notes: All revenues and expenses transacted through a single funding (bank) acccount Account is jointly managed by GSMC and City, utilizing accrual -basis accounting City funds the account at the beginning of the fiscal year Funding maybe adjusted during fiscalyear in response to extraordinary expenses Year -End Surplus is used to fund Capital Investment Incentive Year -End Deficit is funded by the City EXHIBIT 66 I-1" CALCULATION OF PROJECTED WRMC OPERATING DEFICITS UNDER CITY OF FORT WORTH MANAGEMENT City of Fort Worth Public Events Department Will Rogers Memorial Center WRMC Management Agreement Forecast of WRMC Operating Deficits Under City Management 2/6/2026 Projection uses FY24 Actual Revenue and Expense as a baseline year, inflated on an annual basis bythe most recent increase in CPI Operating Admin/Finance CPI Contact Revenue Expense Sales Expense Allcoation Actual Deficit Increase Year FY 2024 $ 9,872,126 $ (16,139,729) $ (363,883) $ (773,570) $ (7,405,057) FY 2025 $ 10,158,417 $ (16,607,781) $ (374,436) $ (796,004) $ (7,619,803) 2.90% FY 2026 $ 10,432,695 $ (17,056,191) $ (384,546) $ (817,496) $ (7,825,538) 2.70% FY 2027 $ 10,745,676 $ (17,567,877) $ (396,082) $ (842,020) $ (8,060,304) 3.00% 1 FY 2028 $ 11,068,046 $ (18,094,913) $ (407,965) $ (867,281) $ (8,302,113) 3.00% 2 FY 2029 $ 11,400,087 $ (18,637,761) $ (420,204) $ (893,300) $ (8,551,177) 3.00% 3 FY 2030 $ 11,742,090 $ (19,196,893) $ (432,810) $ (920,099) $ (8,807,712) 3.00% 4 FY 2031 $ 12,094,352 $ (19,772,800) $ (445,794) $ (947,701) $ (9,071,943) 3.00% 5 FY 2032 $ 12,457,183 $ (20,365,984) $ (459,168) $ (976,133) $ (9,344,102) 3.00% 6 FY 2033 $ 12,830,899 $ (20,976,964) $ (472,943) $ (1,005,417) $ (9,624,425) 3.00% 7 FY 2034 $ 13,215,825 $ (21,606,273) $ (487,131) $ (1,035,579) $ (9,913,157) 3.00% 8 FY 2035 $ 13,612,300 $ (22,254,461) $ (501,745) $ (1,066,646) $ (10,210,552) 3.00% 9 FY 2036 $ 14,020,669 $ (22,922,095) $ (516,797) $ (1,098,646) $ (10,516,869) 3.00% 10 Allocation of Overhead Expense FY24 WRMC % FWCC % Total Revenue 9,872,126 56% 7,877,369 44% 17,749,495 100% Expense 16,503,612 64% 9,298,842 36% 25,802,454 100% Employees 75 60% 51 40% 126 100% Blended Avg. 60% 40% 100% Admin Expense 1,295,731 WRMC Share 60% WRMC Allocation 773,570 EXHIBIT "J" FACILITY ASSESSMENT - REQUEST FOR PROPOSAL REQUEST FOR STATEMENTS OF QUALIFICATIONS FOR CITY OF FORT WORTH WILL ROGERS MEMORIAL CENTER FACILITIES ASSESSMENT STUDY TABLE OF CONTENTS SUBMISSION INFORMATION FORMAT AND DELIVERY OF SUBMISSIONS ORGANIZATION AND CONTENT OF TABBED SECTIONS TABBED SECTION SUBMISSION REQUIREMENTS EVALUATION CRITERIA PROFESSIONAL SERVICES PRE -SUBMISSION INQUIRIES PROCESSING AND EVALUATION OF SUBMISSIONS ATTACHMENTS (1) Appendix A- Project Information & Scope (2) Appendix B - Site Map (3) Appendix C-Timeline OVERVIEW The City of Fort Worth ("City") is issuing this Request for Qualifications ("RFQ") for a firm to perform a Facilities Assessment Study for the Will Rogers Memorial Center. WRMC is a multi-building,120-acre complex located at 3401 Lancaster Avenue, Fort Worth, Texas, in the heart of the City's Cultural District. The WRMC Coliseum, Auditorium, and Pioneer Tower were opened in 1936 as the centerpiece of Fort Worth's celebration of the 100th anniversary of Texas statehood. Additional facilities have been developed over the past 90 years as the mission of the complex evolved to serve the Western Equestrian market and wide spectrum of local events. As WRMC approaches its 100th anniversary, the City and EFFW wish to establish a maintenance program as well as a capital repair and replacement program that will position the complex to serve the community for the next 100 years. Learn more about WRMC at Will Rogers Memorial Center I Fort Worth Upcoming Shows SUBMISSION INFORMATION a. Project Information (1) The study should be a comprehensive assessment of each facility at WRMC, to include, but not be limited to: 1) Structural Systems 2) Facility Exterior 3) Mechanical, Electrical, and Plumbing Systems 4) Technological Systems 5) Visitor Amenities 6) Furniture, Fixtures, and Equipment (2) The condition of each system in each facility should be assessed and a schedule developed for systems and FF&E that should be replaced and/or upgraded as well as a general maintenance schedule to prolong the life of the systems. (3) A cost estimate, in 2026 US Dollars, should be made for each system or FF&E where repair or replacement is recommended. (4) The intent of the RFQ is to retain an experienced consulting firm with qualifications, resources, and time necessary to perform the work previously described. (5) As this study is focused on capital repair and replacement, the successful candidate firm forthis study should have an engineering focus and experience with similar types of projects. • See Appendix Afor additional Project Information and Scope of Work b. Site Observation Respondents shall contact the following individual with written questions regarding the examination of any facilities: Robert Tate Project Manager, at Robert.TateCa)fortworthtexas.gov. FORMAT AND DELIVERY OF SUBMISSIONS a. The professional services of the teams will be based on the AIA Standard Form 330 (Architect -Engineer Qualification) and should include information on building assessments "type" services, proposed project manager(s) and consultants and their qualifications, and client references with names, titles, telephone numbers, project names, and other pertinent data. The SOQ is limited to 32 pages total. Cover letters, dividers, tabs, and Part II General Information will not count as part of the 32 pages of information total. b. The SOQs must be received not later than 1:30PM on Thursday, March 12, 2026. C. This request for SOQ and additional information, as required, will be posted on the Bonfire and can be accessed by logging onto: https://fortworthtexas.bonfirehub.com/login d. Prospective respondents are encouraged to organize their qualifications submissions in such a way as to follow the order of the Evaluation Criteria listed below. Responses shall include a table of contents with page numbers covering all parts. The information provided by respondents may be used to evaluate the firm's SOQ response as part of any Evaluation Criteria regardless of where that information is found within the SOQ response. Information obtained from the SOQ response and any other relevant source may be used in the evaluation and selection process. Concise, direct responses are highly encouraged. e. Submissions from prospective respondents must include at least one (1) original electronic copy of the entire proposal in PDF format. f. Qualifications shall be sectionalized as described above. A blank index tab shall precede each section. The index tab shall have the appropriate section number typed thereon. To be considered complete, the proposal shall be organized following the Statement of Qualifications (SOQ) requirements contained in this section. ORGANIZATION AND CONTENT OF TABBED SECTIONS a. The tabbed sections of the submission shall be in the order shown in the table below. b. The required content for each tabbed Section is detailed in the following paragraphs, including the required forms and/or documents to be provided: Section Description Tab 1 Cover/Transmittal Letter Tab 2 Standard Form 330 (format) Tab 3 Preliminary Work Plan Tab 4 Firms work within the City of Fort Worth Tab 5 Supplemental Information TABBED SECTION SUBMISSION REQUIREMENTS a. Tab 1: Cover/Transmittal Letter (1) On company letterhead, Firms may provide the company description, mission, or goals, and the Firm's availability to provide the required services. (2) Firms shall acknowledge awareness of all posted explanations and addenda, if any, to this SOQ (the numbers of which must be filled in on the Cover/Transmittal Letter) or risk disqualification of their submission. (3) Firms may briefly identify respective qualifications, experience, and/or abilities that characterize their interest and qualifications. (4) The Cover/Transmittal Letter shall be limited to one (1) page and will not be counted as part of the maximum 32-page proposal limit. b. Tab 2: Format according to the AIA Standard Form 330 (1) Company Information: • Company name, address of principal's office, telephone number, and Form of Business Organization (Corporation, Partnership, Individual, Joint Venture, other), Name of Primary Contact, Primary Contact telephone number and primary contact e-mail (2) Experience from projects of similar size, nature, and complexity will be considered. • Include relevant recent project work for facilities with dates, sizes of contracts and references for the same, and project delivery method used. • Special attention will be given to the team's experience with similar projects that require historical restorations and renovations, building system improvements, working with multi -disciplinary teams and owner project team and stakeholder coordination. (3) Include a description of three (3) or more relevant projects that key team members have completed, including the following: 1) NOTE: If keyteam member is proposed underTab4, Staffing Plan and Individual Qualifications, include the project location, square footage, approximate value, duration, and client references with contact information, for each project. 2) Submit projects completed within the last ten (10) years. 3) Provide the project name, location, description, original budget, Owner, Architect, photographs, project size, and date of completion. 4) Specify if the project was part of an ongoing program with the same client. 5) Description of scope, including significant project activities or accomplishments. 6) Contract value and construction value (original value plus contract amendments, if applicable) 7) Names of the firm's personnel involved and their role. 8) Name and phone number of the client. 9) Value provided / Owner Benefit / Lessons Learned 10) Applicant's capacity and intent to proceed without delay if selected for this work. (4) Deliverable Examples 1) Provide three (3) examples (Digital) of studies, reports, programming reports, conceptual design, or other similar deliverables associated with the projects listed under Tab 2. Confidential information can be omitted. 2) It is required that one (1) of these three (3) reports be an example of a "complex" project that highlights event complexes. (Reports will not count against the32-page limit. Listtheproject reports within the proposal and include the reports in the supplemental section in Tab 5) (5) Staffing Plan and Individual Qualifications 1) Provide the following to give an indication of how your firm would staff this assignment, recognizing that variations to this plan might occur once you have more information regarding the assignment. 2) Provide an organizational chart for how you would organize and staff this assignment, identifying yourfirm's key staff members, as well as any consulting firms that might be needed. Also, ensure the chart reflects everyone's role for this assignment. 3) Provide resumes for each of the proposed key staff members and external consulting firms, highlighting their relative experience with this type of assignment. 4) Provide specific certifications thatthe team members may have as it relates to the work detailed in this SOQ. C. Tab 3: Preliminary Work Plan (1) Provide a comprehensive overview of the approach that will be used to manage services proposed in this qualification's submission. 1) The plan should include project management procedures and methods used to document, monitor, and control scope, schedule, budget, and quality of work. 2) The Preliminary Work Plan should focus on the schedule, communications, information exchange, documentation, and record -keeping. 3) Provide additional procedures ortools proposed for managingthe project(s), if appropriate. d. Tab 4: Firms work within City of Fort Worth: (1) Describe the Firm's work experience within the City of Fort Worth and the Firm's coordination experience with Departments and/or with the City of Fort Worth where this proposed project is located (if Applicable). e. Tab 5: Supplemental Information (1) Provide salient characteristics, performance parameters, and required additional information to evaluate the Firm's performance. At a minimum, provide the following: (2) Include any additional information, brochures, or documents to support your qualification for interest in this project. EVALUATION CRITERIA The City will select a firm based on a review of responses to this SOQ. Evaluation will be based upon the following evaluation criteria: Evaluation Criteria Weight Cover/Transmittal Letter (Tab 1) NA Relevant Project Experience and Firm Qualifications Tab 2 15 Deliverable Examples (Tab 2) 20 Staffing Plan and Individual Qualifications (Tab 2) 25 Preliminary Work Plan (Tab 3) 20 Firms work within the City of Fort Worth (Tab 4) 5 Supplemental Information (Tab 5) 15 Total: 100 PRE -SUBMISSION INQUIRIES a. Questions (Requests for Information) stemming from this SOQ must be formally submitted via email to Project Manager (Robe rt.Tate(a)fortworthtexas.gov). Last day for questions will be March 2nd by close of business. Responses will be provided through an Addendum and added in Bonfire no later than March 6, 2026. b. Any explanation, interpretation, or change will be in the form of a written addendum to the SOQ document. Any irregularities or lack of clarity in the SOQ should immediately be brought to the attention of the Project Manager named on the cover page of this solicitation for correction or clarification. PROCESSING AND EVALUATION OF SUBMISSIONS C. A selection team consisting of members from the Public Events Department and Property Management Department will review and evaluate the written responses to the Statement of Qualifications (SOQ) in accordance with the evaluation criteria. The City will select the firm that conforms to the solicitation, which is most advantageous to the City and other factors considered. APPENDIXA PROJECT INFORMATION & SCOPE Project Overview The Will Rogers Memorial Center currently consists of multiple facilities: The primary goal of the facility assessment is to meet existing and future needs of the of the complex over the next 10 years and beyond. General Scope of Services The Scope of Services shall include all services required for the successful completion of the Project as described in this SOQ. Professional Facility Assessment Services a. Facility Condition Assessment Planning (1) Prior to conducting on -site inspections, the selected firm will prepare and propose an initial plan and schedule for accessing the requested properties and assessing condition of assets. This plan should include: 1) Any special access requirements/challenges and a proposed plan to address them. 2) An initial schedule for completing the on -site inspections and subsequent analysis and reporting. 3) Required support from the City for completing surveys and system understanding (2) Conduct on -site inspections of each structure. Inspections shall, at a minimum: 1) Capture and document basic asset information within an asset inventory for major building systems and equipment. Data should be provided in a format capable of being exported in excel and include the following: i) Equipment/asset type - ID (If Available) ii) Location (Site, building, etc.) iii) Description/Function - Manufacturer - Model number iv) Serial number v) Age and estimated remaining life 2) Identify the current physical condition of each building system or asset in accordance with a condition rating scale to be determined in collaboration with the City as part of Task 1. Document any existing deficiencies with recommendations for corrective action (3) Deliverables 1) The results of the on -site inspections and resulting analysis shall be detailed in a professionally prepared Facilities Condition Assessment Report. The Facilities Condition Assessment Report will be on a building -by -building basis and asset inventory and condition data will be provided to the City. The Report should, at a minimum: 2) Include the asset information and condition ratings collected during the on -site inspections. 3) Identify, categorize, and prioritize the observed deficiencies and recommended corrective actions with cost estimates. 4) Quantify the extent of deferred maintenance and calculate the existing Facility Condition Index (FCI) for each building. 5) Develop (5) five-year and 10-year expenditure forecasts of the necessary general maintenance, capital repairs, replacements and/or renewals necessary to preserve the functionality of major building systems or components with estimated costs. 6) Include remaining functional years of service for each facility to aid in the prioritization of redevelopment and/or replacement of each facility. The ultimate goal being a schedule or schedules that the facility management can utilize to schedule and budget for maintenance, capital repairs and capital replacement for the near, medium and long term horizons. iVV Site Map WILL ROGEPS PARKIN MEMORIAL CENTETEP MAP FORT W O.T. WILL ROGERS MEMORIAL CENTER PARKING Q West/Orange Lot 0 North Red Lot 0 Yellow Lot A ® Western Heritage Garage 1] Ecimsiolan Garage m Yellow Cots B•R ® Anm G. Carter Garage 0 South Red Lot m Cherrolot Garage 0 East Golioaml8w Wt 11 North Harley Lot W nl e ' u-Purpo-sa -� IORa9er Mpu _nPi.—Ti' �� � m Midilq s� Apr- � ��aa 41 b GATES mm®OO17 TRANSPORTATION eO The "T" Hus Stops 817,215.n N • RINeTrIRltVMelM,erg Q Fart Worth Bike Sharing 8k7,8NagN3 • PonWorarBikeStieriRN.cam APPENDIX C Advertisement (Release date) Pre -Proposal Conference (PPC) PPC Question Deadline PPC Answer Deadline RFQ Due Date Initial Scoring Interviews Timeline Friday, February 6, 2026 Thursday, February 19, 2026 Monday, March 2, 2026 Friday, March 6, 2026 Thursday, March 12, 2026 Friday, March 27, 2026 April 13 —17, 2026 Final Scoring Thursday April 30, 2026 EXHIBIT "K" FISCAL YEAR 2026 CAPITAL EXPENDITURES AS OF JANUARY 1, 2026 102511 WRMC Security Camera $136,140.00 $3,129.42 $133,010.58 2.30% 102513 ARPA WRMC Electrical Upgrades $4,207,152.80 $3,980,489.96 $226,662.84 94.61% 104227 WRMC Coliseum Concourse Reno $50,500,000,00 $44,591,793.08 $5,898,000.00 88.321/6 104397 ARPA WRMC Stall Panel Replace $7,271,259.92 $6,861,136.82 $71,488.29 99.021/m 105158 WRMC Roof Repair Col Mon Bur $7,700,000.00 $5,112,230.64 $497,903.96 93.53°/m 105619 WRMC Transportation€nhancemen $301,500.00 $260,906.56 $11,580.53 96.164/6 105788 WRMC Caststone I Facade Repair $1,600,000.00 $69,432.01 $1,507,317.99 5.79"/a 105810 WRMC Burnett Warehouse Design $100,000.00 $72,511.45 $12,366.00 87.63c/m 106057 WRMC Overhead Structure Repair $100,000.00 $6,816.80 $59,568.56 40.43% 106094 WRMC Barn Ventilation $326,500.00 $19,133.44 $4,376.53 98.b6% 106103 WRMC Tower Drive Sidewalk Imp $125,000.00 $29,85274 $24,422.26 80.461/o 106267 WRMC Auditorium HVAC Modern $2,200,000.00 $0.00 $2,200,000.00 0.00% 106275 WRMC Pioneer Tower Repair $400,000.00 $50,718.07 $130,485,32 67.38% 106447 WRMC Facilities Assessment26 $800,000.00 $0.00 $800,000.00 0.00% 106448 WRMC Chiller Modernization $1,275,000.00 $0.00 $1,275,000.00 0.00% 106449 WRMC RB Exterior Sound Improv $500,000.00 $0.00 $500,000.00 0.00% 106450 WRMC Welcome Center Roof Rep $350,000.00 $0.00 $350,000.00 0.00% 106605 WRMC Campus Enhancement $250,000.00 $121,885.17 $128,114,83 48.75% 106754 WRMC Structural Assessment and Repair $400,000.00 $0.00 $400,000.00 0.00% SIMON-- �8 E M.ZZ.9td0 a •. �� ,m °fge� -� aR 96 �y n s P'R- - C-t: , S fw- h�� X•� 9 $n G� � F t ` U5 t 5�_i��® i teal gR. 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Usher & More 54801 Last renewal - not executed 9/30/2025 EXHIBIT "M" CITY OF FORT WORTH DEFINITION OF CAPITAL EXPENDITURES — CAPITAL ASSETS POLICY (attached) FORT WORTH, Capital Assets Policy I. II. Authority The Fort Worth City Council is responsible for legislation, policy formulation, and setting the overall direction of government. This includes the approval of financial policies which establish and direct the operations of the City of Fort Worth ("City"). The City Manager is responsible for carrying out the policy directives of the City Council and managing the day-to-day operations of the executive departments, including the Financial Management Services Department ("FMS"). This policy shall be administered on behalf of the City Manager by the Chief Financial Officer/Director of FMS ("CFO"). Purpose This policy defines and provides the guiding principles with respect to the financial management of capital asset for the City of Fort Worth ("the City"). The objectives of this policy are to ensure consistent capital asset practices in accordance with Generally Accepted Accounting Principles (GAAP) and applicable regulatory agencies and to safeguard against loss, unauthorized use, or misappropriation of assets. Controls are created to establish, maintain, and enforce a sound system of operational procedures in accordance with industry best practices and internal control objectives. These controls address the decentralized nature of the processes associated with capital assets while also providing standards and minimally acceptable practices for these activities. Applicability and Scope All employees of the City, including uniformed employees in positions who are responsible for performing fiscal operations described herein, shall apply the principles of this policy. This may include, but not be limited to, staff who purchase, receive, monitor or dispose of capital assets. Further, this policy shall cover all funds and capital assets under the control of the Mayor and City Council. IV. Glossary See definitions related to this policy provided in the Glossary for Financial Management Policy Statements. V. General Information The Governmental Accounting Standards Board (GASB) provides the following authoritative definition of capital assets for state and local governments: 1 1 P a g e Capital Assets Policy `i" FORT WORTH The term capital assets include land, improvements to land, easements, buildings, building improvements, vehicles, machinery, equipment, works of art and historical treasures, infrastructure, and all other tangible or intangible assets that are used in operations and that have initial useful lives extending beyond a single reporting period. Capital assets should be recorded at original cost or, if the cost is not readily determined, at estimated original cost. Cost shall include applicable ancillary costs necessary to place the asset in its intended location and condition for use. All costs should be documented, including methods and sources used to establish any estimated costs. The City acquires capital assets in one of the following ways: 1. Purchased assets — The recording of purchased assets should be made on the basis of actual costs, excluding some ancillary costs*, based on vendor invoice or other supporting documentation. *See Section VII-A for further explanation. 2. Constructed assets — Direct costs (including labor) associated with the construction project should be included in determining the asset valuation. For Community Facilities Agreements, City of Fort Worth inspection costs are no longer capitalized as part of the project effective 06-01-2019 associated with fund 30114 (CFA Developer). 3. Donated assets — Capital assets acquired by donation should be valued based on the acquisition value at the time of receipt and capitalized in accordance with the threshold value for each asset category. Please refer to the City of Fort Worth's Donations Policy for guidance on acceptance of donations. Responsibility / Authority City-wide Department responsibilities: A. Serve as custodians of capital assets including land, land improvements, vehicles, machinery and equipment (including rolling stock), that are assigned to their departments. B. Ensure full departmental compliance with the established capital asset policy in order to maintain adequate records of the City's capital assets. 2 1 P a g e FORT WORTH, Capital Assets Policy C. Each department head must appoint a Capital Assets Coordinator that has knowledge and experience in capital purchasing and management of project expenditures. Department Capital Assets Coordinator responsibilities include but are not limited to: • Attend the required AM100 training provided by the City of Fort Worth. • Perform a monthly review of the department's purchased, donated, and constructed assets added into PeopleSoft Asset Management (PSAM) and communicate with the Capital Assets Team regarding any discrepancies. • Identify capital asset transfers, impairments, and disposals, and provide the Capital Assets Team documentation within 30 days of the occurrence. • Identify all constructed assets in use, and provide the Capital Assets Team documentation within six months or before the current fiscal year ends, whichever comes first for capitalization (Refer to Section XIV). • Review and update the department's non -financial asset information in the PSAM system. • Coordinate the department's review of the current capital asset register and complete the Annual Physical Inventory for Capital Assets. FMS responsibilities: A. The Capital Asset Team, Financial Services Manager, and Assistant Finance Director over Accounting shall ensure that all capital assets belonging to the City are properly identified and recorded in the PeopleSoft General Ledger module and that the PSAM module is reconciled, at least monthly, to general ledger balances. B. The Capital Asset Team is responsible for maintaining a current listing of Capital Assets Coordinators from all City departments. C. The Capital Asset Team must oversee the review of all transactions related to capital assets at least monthly and update the PSAM system, as required, upon validation of the transactions or corrections. D. The Capital Asset Team, Financial Services Manager, and Assistant Finance Director over Accounting are responsible for ensuring that journal entries and 3 1 P a g e Capital Assets Policy VII. FORT WORTH, monthly depreciation expense are properly recorded in the general ledger and financial changes noted by the Capital Assets Coordinators are recorded in the PSAM system. E. FMS is responsible to provide department representatives with the necessary support in capital asset management to effectively fulfill their duties and responsibilities under this policy. Asset Classification The City categorizes capital assets into the following: A. Land Land includes all land parcels purchased or otherwise acquired by the City for building sites, streets, right of way, permanent easement, recreation, future use, etc. This does not include land held for resale, which is accounted for as inventory. Land is frequently associated with some other asset (e.g., land under a building or road). Land should always be treated and accounted for separately. The cost of the land should include not only the acquisition price, but also the cost of initially preparing land for its intended purpose, provided these preparations have an indefinite useful life, like the land itself. The recorded cost of land includes (1) the contract purchase price; (2) the costs of closing the transaction and obtaining title, including commissions, options, legal fees, title search, insurance, and past due or current taxes; And (3) the cost of preparing the land for its particular use such as clearing and grading. If the land is purchased for the purpose of constructing a building, all costs incurred up to the excavation for the new building should be considered land costs. Removal of an old building, clearing, grading and filling are considered land costs because they are necessary to get the land in condition for its intended purpose. Any proceeds obtained in the process of getting the land ready for its intended use, such as salvage receipts on the demolition of the old building or the sale of cleared timber, are treated as reductions in the price of the land. Capitalization of land costs may include, but are not limited to, the following: • Original contract price • Brokers' commissions • Legal fees for examining and recording title 4 1 P a g e FORT WORTH, Capital Assets Policy • Cost of title guarantee insurance policies • Cost of excavation, grading or filling of land and razing of an old building • Payment of noncurrent taxes accrued on the land at date of purchase, if payable by purchaser *Excluded costs may include payroll charges, advertising, process services, appraisal fees, and surveys, as they typically are not able to be accurately and timely associated with the land purchase at closing. Improvements other than buildings (land improvements) are used for permanent (i.e., non -moveable) improvements, other than buildings, that add value to the land, but do not have an indefinite useful life. Examples include, fences, retaining walls and parking lots. B. Buildings All permanent structures are included in the classification of buildings. The costs of an improvement (or betterment) are normally added to the cost of the related structure, rather than being treated as a separate asset. The same is true of restoration costs following a capital asset impairment. Capitalization of costs related to buildings include, but are not limited to, the following: • Original contract price of the asset acquired or cost of design and construction • Expenses incurred in remodeling, reconditioning, or altering a purchased building to make it available for the purpose for which it was acquired. • Expenses incurred for the preparation of plans, specifications, blueprints, etc. • Cost of building permits • Payment of noncurrent taxes accrued on the building at date of purchase, if payable by purchaser • Architects' and engineers' fees for design and supervision • Costs of temporary facilities used during the construction period 5 1 P a g e FORT WORTH, Capital Assets Policy C. Infrastructure Infrastructure assets are long-lived capital assets that normally are stationary in nature and normally can be preserved for a significantly greater number of years than most capital assets. Examples include roads, bridges, tunnels, drainage systems, water and sewer systems, dams and lighting systems. D. Machinery and equipment This classification includes construction and maintenance equipment, office equipment and furnishings, etc. above the capitalization threshold. Capitalization of equipment costs may include, but are not limited to, the following: • Original contract or invoice cost • Freight, acquisition fees, import duties, handling and storage costs • Specific in -transit insurance charges • Installation charges E. Vehicles A motor vehicle is a self-propelled road vehicle that is used for the transportation of passengers, or passengers and property. The capitalization amount includes the total purchase price less any applicable discounts and any ancillary payments required to place the asset in its intended state of operation. F. Intangible Assets Intangible assets are those that lack physical substance, are non -financial in nature and have an initial useful life extending beyond a single reporting period. Intangible assets must be identifiable, meaning they are either capable of being separated by means of sale, transfer, license or rent, or that they arise from contractual or other legal rights. Intangible assets acquired or developed by the City could include customized software, internally generated software, works of art and historical treasures. Other examples of intangible assets the City may own include water rights, timber rights, patents and trademarks. 6 1 P a g e FORT WORTH, Capital Assets Policy VIII. G. Construction Work in Progress (CWIP) Construction work in progress represents capitalized costs related to a capital asset that is not yet substantially ready to be placed in service. For construction work in progress assets, no depreciation is recorded until the asset is placed in service. When the asset is placed in service, the asset is reclassified to the correct category and depreciation begins. Capitalization A. Capitalization Thresholds 1. Land must be capitalized regardless of the value or cost. 2. Buildings must be capitalized regardless of the cost. 3. Infrastructure must be capitalized when the useful life is 3 years or greater and the cost is $100,000 or more. 4. Betterments and Improvements qualifying as a capital asset is defined as a single item with a useful life of 2 years or greater with an acquisition cost of. a. Building Improvements at $100,000 or more b. Infrastructure Improvements at $100,000 or more C. Machinery and Equipment Improvements at $25,000 or more 5. Machinery and Equipment qualifying as a capital asset is defined as a single item with an acquisition cost of $25,000 or more and has a useful life of 2 years or greater. This includes items designed for off road. 6. Vehicles must be capitalized when the useful life is 4 years or greater, the cost is $5,000 or greater and it meets both of the following criteria: a. Self-propelled b. Primary use is on public streets and the unit is street legal 7. Intangible assets must be capitalized when the useful life is 3 years or greater and the cost is $100,000 or more with the exception of works of art and historical treasures, which are capitalized regardless of life or cost. 8. Bulk machinery and equipment per lease contract will be capitalized if the total amount is over $500,000 for the life of the lease. 7 1 P a g e FORT WORTH, Capital Assets Policy IX. B. Contributed or Donated Assets Contributed or donated assets must be recorded at acquisition value. Refer to the Donations Policy for capitalization thresholds per category. Acquisition value is the price that would be paid to acquire an asset with equivalent service potential in an orderly market transaction at the acquisition date, or the amount at which a liability could be liquidated with the counterparty at the acquisition date. With regard to donated land, an appraisal must be no older than five (5) years in order to be used to determine a value for the land. If an appraisal is greater than five (5) years old or an appraisal does not exist, then appropriate effort must be made to determine a reasonable per acre value of the land in question. Work with Accounting to establish the appropriate value. Betterments, Improvements and Repair and Maintenance A. Betterments A betterment materially renovates or enhances a previously capitalized asset without introduction of a completely new unit. Alterations that change the physical structure of assets (e.g., cutting new entry and exit openings or closing old ones; erecting new walls, windows and partitions or removing old ones) but neither materially add value to the asset nor prolong its useful expected life should be charged to maintenance expense. Examples of betterments include: • Enhancement of an old shingle roof through the addition of modern, fireproof tiles • "Major catch-up" repair to or rehabilitation of an existing neglected asset that extends the useful life or substantially increases the value of the asset. A betterment that meets the capitalization threshold in Section VIII should be capitalized. B. Improvements Improvements include additions of new components to previously capitalized assets that either increase the assets' value, extend the useful life, increase the normal rate of output, lower the operating cost, or increase the efficiency of the existing asset. Replacements of components of existing capitalized assets with improved or superior units, such that the value of the assets is increased, are also classified as improvements. Examples include: 8 1 P a g e FORT WORTH, Capital Assets Policy • Installation of an air condition system where there previously was none • Installation of a crane on a truck that did not previously have one • Removal of a major part or component of equipment and the substitution of a new part or component that increases either the value or useful life • Addition of a new wing on a building • An improvement that meets the capitalization threshold in Section VIII should be capitalized. C. Repair and Maintenance Maintenance and repairs can be distinguished from betterments and improvements in that maintenance and repairs are not intended to alter or change the asset or to increase the useful life of the asset, but rather to sustain the asset in its present condition. A cost will qualify as maintenance if any of the following are true: • Recurs on an ongoing basis (scheduled maintenance) and keeps the asset in a useable condition. • Does not add substantially to the value of the asset (i.e., it does not meet the requirements in Section VIII to be capitalized). • Simply restores a capital asset to its former condition, addressing normal wear and tear associated with the use of an asset. • Facilitates asset utilization for its original useful life Examples include: • Painting and similar activities • Engine overhaul in a vehicle • Resurfacing a roof with similar materials • Remodeling and rearrangement costs Expenditures attributable to repair and maintenance after the asset has been placed in service will not be capitalized and will instead be charged to maintenance expense. 9 1 P a g e FORT WORTH, Capital Assets Policy X. Depreciation Depreciation is defined as a reduction in the value of an asset with the passage of time, due in particular to wear and tear. Depreciation will be calculated and recorded monthly for the City's depreciable assets in accordance with GAAP. FMS is responsible to record depreciation on a monthly basis. The City uses the straight-line method of depreciation and a full month of depreciation is taken in the original month of acquisition or capitalization. To calculate depreciation expense using the straight-line method: Annual Depreciation = Cost — Salvage Value Asset Useful life (in years) Salvage value is an estimate of the amount that will be realized at the end of useful life of a depreciable asset. The City may assume that salvage value will be insignificant and therefore, will not use it in the depreciation calculation. Asset must be depreciated according to the useful life guidelines established by the City. These guidelines are summarized below: • Buildings: 20 - 50 years • Infrastructure: 20 - 60 years • Machinery and Equipment: 2 - 20 years • Vehicles; 4 —15 years • Runways and Taxiways: 20 - 30 years • Water and Sewer Equipment: 5 - 30 years • Water and Sewer Infrastructure: 25 - 70 years The following capital assets are not depreciated: • Land • Intangible assets with indefinite useful lives • Construction Work in Progress 101 Page FORT WORTH, Capital Assets Policy XI. W-1 XUL Retirement All capital assets that are sold, exchanged, traded in, donated, stolen, damaged beyond repair or in any way removed from service and disposed of during the current fiscal period should be recorded as retirements in the PSAM system. Departments are responsible for coordinating with the Fleet and Auto Pound departments if the asset will be auctioned off through a current City contractor auctioneer. The department will complete the Auction Master Template form which is approved by the Director or an Assistant Director. This form will be forwarded to the Purchasing department coordinator for FID validation and confirmation of wire transfers. Upon confirmation, all relevant information will be sent to the Capital Asset Team for proper accounting treatment. When retiring an asset, the Department that had custody of the asset must complete and submit a Capital Asset-PMD-Fleet Status Change Request Form to the Capital Assets Team. This electronic form will be routed for proper approval and signatures. This form is located in the Forms Portal under Financial Management Services. Surplus (Salvage Sales) Departments are responsible for maintaining a listing of all non -capital assets. Upon determination that, a non -capital asset is either no longer needed or found to be unserviceable, the department will determine the appropriate method of disposal. Methods of disposal: • Internal City posting • Auction The approved Auction Master Template will then be sent to the Purchasing department coordinator as referenced in the Retirement section. Impairment A capital asset generally should be considered impaired if both (a) the decline in service utility of the capital asset is large in magnitude and (b) the event or change in circumstance is outside the normal life cycle of the capital asset. The Department Capital Assets Coordinator is responsible for determining whether an asset is possibly impaired. The Capital Asset team in FMS is available to assist in the determination. In order to determine impairment, one or more of the following conditions must apply: 111 Page Capital Assets Policy XIV. FORT WORTH, • Evidence of physical damage (building damaged by fire or flood, restoration efforts are needed to restore service utility) • Enactment or approval of laws or regulations or other changes in environmental factors • Technological development resulting in a change of the expected duration of use of a Capital Asset • A change in the manner or expected duration of use of a Capital Asset • Construction stoppage (stoppage of construction of a building due to lack of funding) If the asset is not impaired, Department Capital Assets Coordinator should re-evaluate the remaining useful life and salvage value (if any). All impairment should be analyzed and estimated by the Department Capital Assets Coordinator, and submit to the FMS Department Assistant Director or Director for final review and approval. Transfers When an asset is exchanged between departments, the Capital Asset Team will transfer the asset in the PSAM system. The Capital Asset Transfer Form shall be used to identify an asset transfer between City departments. The transfer must be approved by both the transferor and transferee departments before an asset is transferred. Placed In Service Assets When a capital improvement project is substantially completed and an asset is used for its intended purpose, the Capital Assets Coordinator will provide the Capital Asset In -Service form to the Capital Asset Team once the asset is in use. For the Water department only; the Capital Assets Coordinator will provide the Capital Asset In -Service form to the Capital Assets Team within six months or before the current fiscal year ends, whichever comes first. The Capital Asset Team will transfer the cost of the asset from Construction Work in Progress (CWIP) to the appropriate asset category in the PSAM system. When the capital improvement project is closed, the Capital Assets Coordinator will provide the Capital Asset Completion form to the Capital Asset Team, and the Capital Asset Team will transfer any remaining costs to the previously created asset. 121Page FORT WORTH, Capital Assets Policy XVI. XVII. Physical Inventory Each department must perform an Annual Asset Physical Inventory. The Capital Assets Coordinator is responsible for verifying the accuracy of the assets recorded in PSAM based on their physical observation of the department's assets. Exclude lands, buildings, and infrastructures. Acquisition of Capital Assets Capital assets shall be acquired by the City of Fort Worth, following all required federal, state, and local purchasing requirements. Assets acquired by the City shall be budgeted and purchased only in capital project funds. No assets are to be acquired from operating funds. For additional information or questions concerning this policy, please contact the FMS Capital Asset team at (817) 392-2460. 131Page City of Fort Worth, Texas Mayor and Council Communication DATE: 06/09/26 M&C FILE NUMBER: M&C 26-0463 LOG NAME: 25WILL ROGERS MEMORIAL CENTER QUALIFIED MANAGEMENT AGREEMENT SUBJECT (CD 7) Authorize Execution of a Qualified Management Agreement with Gendy Street Management Corp. for Management of the Will Rogers Memorial Center for an Initial Term of Ten Years Beginning on October 1, 2026, with two, five-year renewal terms, an Annual Management Fee of $120,000.00 and Annual City Funding for Net Operating Expenses in an Estimated Amount of $8,060,304.00 for the First Year and Funding for Net Operating Expenses to be Adjusted in Future Years Based on Changes to the Consumer Price Index, and Adopt Appropriation Ordinance In the Amount of $2,450,000.00 for the Purpose of Increasing the Separation Leave Budget for Employees Transitioning to Gendy Street Management Corp. and Reimbursing Pre -Fiscal Year 2027 Transition Expenses RECOMMENDATION: It is recommended that the City Council: 1. Authorize execution of a Qualified Management Agreement with Gendy Street Management Corp. for the management of the Will Rogers Memorial Center for an initial term of ten years beginning on October 1, 2026, with City of Fort Worth annual funding of actual net operating expenses in an estimated amount of $8,060,304.00 for the first year and City of Fort Worth funding for actual net operating expenses to be adjusted in future years based on changes to the Consumer Price Index, and authorizing up to two successive five-year renewals; 2. Authorize payment of an annual management fee of $120,000.00 to Gendy Street Management Corp.; and 3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Culture and Tourism Fund in the amount of $2,450,000.00, from available fund balance for the purpose of increasing the Separation Leave budget by $450,000.00 to pay Public Events employees who are transitioning to Gendy Street Management Corp, for their unused City leave hours; and $2,000,000.00 to reimburse GSMC for pre-FY2027 expenses. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize execution of a Qualified Management Agreement with Gendy Street Management Corp. for the management of the Will Rogers Memorial Center (WRMC). Since 1936, the City of Fort Worth has managed the 17 buildings on 120 acres that make up the WRMC. The Public Events Department has long held the responsibility for the daily operations and management of the WRMC as well as the Fort Worth Convention Center (FWCC). In 2019, the City of Fort Worth (City) engaged Hunden Strategic Partners to analyze the existing funding, governance, management, marketing and operations of the WRMC, FWCC, and the Convention and Visitors Bureau known as Visit Fort Worth (VFW) (City Secretary Contract (CSC) No. 52462). At the time, the Public Events Department was experiencing leadership turnover, Dickies Arena was nearing completion adjacent to the WRMC, operating expenses at the WRMC were continuing to increase, and there was a clear need to invest in capital improvements into the historic facility. In addition, the City was in the early planning stages for expansion of the FWCC which shares indirect revenue in the Culture and Tourism Fund. The comprehensive evaluation was important to chart the path for the future of the WRMC and the FWCC. Hunden's Governance Analysis was completed in January 2020 and found that many stakeholders believed the WRMC should be managed through an independent entity and not structurally connected with the FWCC or VFW, though the stakeholders believed that VFW should help market and promote the WRMC. While shifting management of the WRMC to an independent entity was recognized as a way to reduce expenses and increase revenue and cost savings would be substantial, the Governance Analysis also concluded the WRMC would continue to need City financial support. A new Public Events Director was hired in February 2020 specifically to lead the transition of management services for both FWCC and WRMC to the private sector as recommended by the Governance Analysis. The intent was to transition the FWCC first and the WRMC second. However, progress faced significant delays due to the COVID-19 pandemic. And, as a result, the City determined that the transition of WRMC to the private sector should occur first. Discussions with Event Facilities Fort Worth, Inc. (EFFW) began in early 2023 for both management of capital projects and management of the WRMC. EFFW was engaged because it is a nonprofit organization that has significantly contributed to the economic viability and impact of the WRMC and historically collaborated with the City on capital improvement projects at the WRMC. The City entered into a Master Services Agreement regarding WRMC Capital Projects with EFFW in March 2024, as authorized by M&C No. 23- 1064 (IR 23-0697; IR 23-1778; CSC No. 61043). Pursuant to the terms of the Master Services Agreement, the City reimburses EFFW for actual project costs. There is no management fee or compensation paid to EFFW for the management services for the capital improvement projects at the WRMC. Discussions with EFFW regarding venue management services at the WRMC continued throughout 2023, 2024, 2025 and early 2026, with pauses in negotiations for Stock Show & Rodeo events and other challenges. In addition to EFFW, the City also engaged Trail Drive Management Corp. (TDMC) which manages and operates Dickies Arena as well as some of the City's parking assets at the WRMC complex. TDMC is a venue operations expert and has also worked closely with the City with regard to the WRMC. Throughout the years of negotiations, staff from the Public Events Department, City Manager's Office, and the City Attorney's Office worked diligently with EFFW and TDMC on draft agreements, stakeholder coordination (EFFW, Stock Show, TDMC, vendors, tenants, and staff), capital assessments, and master planning - reflecting a good - faith, in-depth process. Texas Local Government Code § 252.022(a)(7)(F) provides an exemption from competitive bidding for management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits. EFFW has provided decades of significant financial and other support to the City and for the benefit of the WRMC, including a direct investment history of more than $77 million (see IR 23-1778) and ongoing management of capital projects under the March 2024 Master Services Agreement (CSC No. 61043). TDMC, another nonprofit organization, has similarly delivered substantial benefits to the City through its successful management of the City -owned Dickies Arena (CSC No. 48733) and the parking assets at the WRMC (CSC No. 51634, M&C No. P- 12276). Under TDMC's management, Dickies Arena operates at no net cost to the City while serving as a premier venue that complements the WRMC as an adjacent support facility within the broader venue complex. To leverage the combined expertise and proven track records of both organizations, EFFW is forming a new nonprofit entity, Gendy Street Management Corp. (GSMC), composed of key stakeholders from EFFW, TDMC, and the City. GSMC will serve as the management entity under the Qualified Management Agreement (QMA) with the City. Because GSMC is being established directly by these two nonprofits and will carry forward their substantial prior contributions, operational knowledge, and demonstrated success in managing City -owned venues, the City has determined that the statutory exemption applies. This allows a direct award to GSMC on a nominal -fee basis focused on cost reduction, capital project acceleration, operating efficiency, historic facility preservation, and thoughtful stewardship of the WRMC. In addition, the proposed agreement qualifies as a procurement for professional services, which is exempt from competitive bidding requirements under Texas Local Government Code § 252.022(a)(4). Unlike a typical convention center venue, the WRMC is a highly complex, 120-acre equestrian -focused facility comprising 17 buildings dedicated to livestock shows, rodeos, cutting horse events, and related specialized programming. Successful management demands unique skills, specialized training, and extensive experience in equestrian and livestock venue operations, including animal welfare compliance, specialized facility maintenance, event scheduling that accommodates large-scale agricultural exhibitions, and coordination with national equestrian organizations. GSMC, formed by key stakeholders from EFFW and TDMC, is uniquely situated to provide these services. It brings decades of combined, proven expertise in managing the WRMC's capital projects and operations (through EFFW) and operating the adjacent City -owned Dickies Arena at no net cost to the City (through TDMC). This specialized expertise cannot be readily duplicated through a general competitive procurement process. The Qualified Management Agreement includes the following terms: QMA Structure: A QMA is required in this transaction to preserve the tax-exempt status of the outstanding bonds previously issued by the City to finance improvements at the WRMC. Because substantially all of the WRMC campus has been financed, in whole or in part, with tax-exempt governmental bonds, the City must ensure that the management arrangement does not result in "private business use" of the bond -financed property under Internal Revenue Code § 141 and related Treasury Regulations. A properly structured QMA satisfies the IRS safe -harbor requirements (currently set forth in Revenue Procedure 2017-13), allowing the City to retain sufficient control over the facility while delegating day to -day operations to GSMC. Term Length: 10 years, with two 5-year renewal options Responsibility: GSMC will manage the entire 120-acre, 17-building WRMC campus. Scope of Services: GSMC will fully replace the role of the Public Events Department to schedule, operate and maintain WRMC Personnel: GSMC will have all exclusive rights of a manager, including the right to supervise, hire, promote, discharge, transfer, lay off, resolve disputes in accordance with appropriate GSMC procedures, to assign work, and to assess performance of employees working at the WRMC. No City employee will go unemployed or be reduced from full-time to part-time status as a result of the management transition. GSMC and City staff are committed to ensuring smooth transitions for employees. Consideration is also provided for employees within 5 years of retirement to maintain employment with the City while being assigned to WRMC in order to fulfill retirement through the City's pension, identical to the transition for Zoo and Botanical Garden employees. Annual Funding Commitment: Expenses necessary to operate WRMC under GSMC management are paid by a combination of WRMC operating revenues and City financial support. The City's responsibility to fund losses is required under a QMA which is required in order to preserve the tax- exempt bond status on the facility. GSMC will not participate in profits and losses of the WRMC and will receive only the funding necessary to operate the WRMC along with a reasonable management fee for its services. Management Fee: City will pay GSMC an annual management fee of $120,000.00. Capital Reinvestment: Any operating improvements (loss reductions or increased revenue) go directly to capital reinvestment in WRMC. Parking: The City's current agreement with Trail Drive Management Company to manage WRMC parking assets will be folded into this agreement. The City will receive an annual payment of $117,000.00 from GSMC, which represents the average profitability of WRMC parking operations between 2019 and 2025. These funds will be used to offset debt expense for the Western Heritage Garage until that debt is satisfied in 2033. Capital Projects: Capital projects at WRMC can be managed by either the City or GSMC. Projects that may be proposed by GSMC are subject to City approval. Projects are funded by the City. EFFW may propose to jointly fund projects as had been historically done. Any improvements made at GSMC become property of the City Contracting: GSMC will manage the hiring, letting, contracting or franchising of any of the work necessary to fulfill the Management Services under this Agreement. All such contracts paid for with the Annual Funding Commitment or revenues from operations at the WRMC must be in conformity with the terms and conditions of this QMA and all other applicable laws, rules, regulations, and City policies. Small Business Program: GSMC will make a good faith effort to promote the participation of qualified small businesses, consistent with the City's Small Business Development Program as it may be amended from time to time, in any contracts for goods or services that exceed $100,000.00. Sponsorship: GSMC will have the right to market sponsorship opportunities at WRMC. The City's prior written approval shall be required as to term, benefits, and any references to facility names for any sponsorship or naming rights agreement, having a term of over five (5) years (including renewals) or that involves erection of permanent signage on the WRMC. Furniture, Fixtures, Equipment, and Vehicles: The City will permit GSMC to use all City -owned furniture, fixtures, equipment and vehicles currently used within the WRMC to enable GSMC to perform the Management Services for the benefit of the WRMC and the visiting public. Public Art: Works that are part of the Fort Worth Public Art Collection at WRMC will continue to be maintained and programmed by the City's contractor, currently the Arts Council of Fort Worth and Tarrant County, Inc. d/b/a Arts Fort Worth. Pioneer Tower: The City and GSMC will cooperate in the programming of the dynamic lighting system within the Pioneer Tower. WRMC Trademark and Logo: During the Term of this Agreement, the City hereby grants to GSMC a limited, non-exclusive, royalty -free, revocable license to use the trademarks, trade names, service marks, logos, and other intellectual property owned or controlled by the City relating to the WRMC solely for purposes directly related to the management, operation, promotion, marketing, and merchandising of WRMC. Internet Technology, Communication, and Security Systems and Equipment: The City will permit GSMC to use the internet technology, communication, and security systems and equipment owned, leased, or licensed by the City. Facility Control: As required by the QMA structure, the City will retain control over the actual use of the WRMC by: enforcing the restrictions, terms, and conditions of this Agreement; approving the annual budget of the WRMC; approving the capital expenditures of the WRMC; controlling disposition of the WRMC; retaining control of naming and sponsorship decisions in accordance herewith; requiring that the rates charged for use of the WRMC be reasonable and customary, and subject to City approval which will not be unreasonably withheld; and approving the general nature and type of use of the WRMC. While the City retains approval authority over budgets, capital expenditures, and the general nature and type of facility use to maintain the tax-exempt status of the bonds, GSMC shall have autonomy in the day-to-day operations, business development, and revenue -generating activities of the WRMC subject to the terms of the QMA. The City's oversight shall not unreasonably interfere with GSMC's ability to perform the Management Services in a commercially viable manner that reduces the need for a City financial subsidy. The City has experienced tremendous success with other facilities that were transitioned to private management including the Fort Worth Zoo (since 1990), Cowtown Coliseum (since 2002), WRMC Parking Facilities (since 2019), and the Fort Worth Botanic Gardens (since 2020). Staff recommends approval of this Qualified Management Agreement with Gendy Street Management Corp. for the management of the Will Rogers Memorial Center and looks forward to the future success and capital reinvestment that is expected to occur. Will Rogers Memorial Center is located in COUNCIL DISTRICT 7 FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are from fund balance within the Culture and Tourism Fund and upon approval of recommendations and adoption of the appropriation ordinance, funds will be in the Culture and Tourism Fund. Prior to any expenditure being incurred, the Public Events Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office by. Dianna Giordano 7783 Originating Business Unit Head: Michael Crum 2501 Additional Information Contact: Michael Crum 2501 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Gendy Street Management Corp. Subject of the Agreement: Qualified management agreement for operations at the Will Rogers Memorial Center. M&C Approved by the Council? * Yes 0 No ❑ 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: 10.1.26 If different from the approval date. Expiration Date: 9.30.37 If applicable. Is a 1295 Form required? * Yes 0 No ❑ *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.