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HomeMy WebLinkAboutContract 41468 CITY SECRETARY I CONTRACT NO.-414 . CITY OF FORT WORTH PUBLIC EVENTS DEPARTMENT WILL ROGERS MEMORIAL CENTER 3401 W LANCASTER AVENUE FORT WORTH, TEXAS 76107 LICENSE AGREEMENT Equine Marketing Group, Inc., dba Reichert Celebration 2011 through 2015 THI ,qREEMENT and Addendum "A"attached and incorporated herein are made and entered into this day of re-12 , 2011, between the CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas, located in Tarrant, Parker, Denton and Wise Counties, Texas, (hereinafter referred to as the "City") acting by and through its duly authorized Assistant City Manager, and EQUINE MARKETING GROUP, INC., DBA REICHERT CELEBRATION, located at PO Box 380, Williamsburg, IA, 52361, (hereinafter referred to as"Licensee,") acting by and through its duly authorized representative. 1. FACILITIES City agrees to rent to Licensee, for the purpose of holding the REICHERT CELEBRATION, (hereinafter referred to as the "Event") the Facilities particularly described in Addendum A, said Addendum being attached hereto and incorporated herein by reference. Subject to the conditions, limitations and restrictions of this License Agreement and any addendums, Licensee may occupy and use the City of Fort Worth owned facilities herein described, including contiguous common areas (and other such areas as agreed upon) necessary to accommodate patrons, for the above stated purpose. In the event the City shall fail to perform its part of this License Agreement or any part thereof, by reason of act of God, labor dispute, or the interruption or curtailment of any utility service (gas, electric, water or sewerage disposal), or through negligent or intentional acts solely caused by persons, associations, or corporations other than the City or its duly authorized agents, the Licensee shall not be entitled to claim damages against the City for default occasioned by any of the causes aforesaid. The City shall have the right to determine the proportionate abatement of rent during the period of untenability. 2. TERM AND RENTAL FEE The term and the rental amount of this License Agreement shall be for the time period and amount agreed upon between the parties as set forth in Addendum A. All deposits and/or other funds received by City are non-refundable. 3. OUTSIDE SUBCONTRACT PERSONNEL Licensee shall, at Licensee's own expense, provide all necessary and adequately trained personnel, including, but not limited to, ticket-sellers, ticket-takers, ushers, floor managers, stage crews (other than Public Events Department technical personnel), electricians, technicians, carpenters, machine operators, and any and all other personnel necessary in the promotion and presentation of the Event. Nothing herein shall be construed as creating a principal/agent, or employer/employee relationship between the City and Licensee's subcontracted personnel. The City has the following exclusive agreements for subcontractor services at Will Rogers Memorial Center: a) Concessions b) Alcohol Beverage Service City reserves the right to enter into agreements for exclusive subcontractor services at Will Rogers Memorial Center at any time. 4. ALCOHOL RIGHTS Licensee must comply with City of Fort Worth food and beverage requirements and must contract with the current City of Fort Worth concession services provider regarding the serving of any alcoholic beverage ee shall have no rights in the selling or dispensing of beer, wine or any alcoholic liquors. OFFICIAL RECORD CITY SECRETARY Pagel of 8 FT. IWORTN, TX 5. CONCESSION/SOUVENIR RIGHTS The City reserves all concession, food and beverage, novelty and souvenir rights, except Reichert Celebration programs and logoed merchandise. Any matters not herein expressly provided for shall be left to the discretion of the Director of Public Events or his designee with the exception of approved commercial exhibitors and the resale of items related to the horse industry or promotion of the Equine Marketing Group, Inc., dba Reichert Celebration. Licensee must comply with City of Fort Worth and Will Rogers Memorial Center food and beverage requirements and must contract with the current City contracted vendor to handle all concession services as well as alcoholic and/or soft drink beverage services. Any approved sampling is limited to products directly related to or sold by the exhibitors and must be approved by City in advance. City approval will not be unreasonably withheld. All other give-away food and beverage products must be purchased through the in-house concessionaire. 6. CATERING All caterers who wish to provide services for any reception, luncheon, party or function where food or beverages are to be served and/or consumed on the leased Facilities must be approved by City at least thirty (30) days prior to any food or beverage function. It is Licensee's responsibility to provide the City with the name, address and contact person of the Caterer chosen by the Licensee no later than thirty (30) days prior to the food or beverage function. All caterers must pay the City of Fort Worth a percentage of food and beverage charges, based on their gross invoice. City may reasonably refuse to honor the request for any reception, luncheon, party or function where food and beverages are to be served and/or consumed on the leased Facilities if the Licensee fails to notify the City of the Caterer's name, address and contact person within the required time frame. At the option of the City, subject to the exercise of reasonable discretion, the City may assess Licensee a One Thousand ($1,000) Dollar per function charge to Licensee for the failure of the Licensee to obtain City approval thirty(30) days prior to the event. 7. ACCEPTANCE OF FACILITIES Licensee agrees that Licensee has examined the Facilities prior to the execution of this License Agreement and is satisfied with the physical condition of the Facilities, with the exception of latent defects and those defects in the premises of which the Licensee would not discover in the exercise of reasonable diligence. Licensee's taking possession of the Facilities for the Event shall be conclusive evidence of its receipt of the Facilities in a safe, sanitary and sightly condition and in good repair, except for those conditions which the Licensee provides City written notice of before Licensee takes possession of the Facilities. Licensee agrees the illuminated sign above the clock in the Coliseum shall remain lighted and visible at all times during the term of the License Agreement. 8. CARE OF FACILITIES Licensee, at Licensee's own expense, shall keep the Facilities and maintain all equipment and other properties of City in a safe, sanitary, sightly condition and in good repair, and shall restore and yield said Facilities, equipment, and all other properties belonging to the City back to City at the expiration or termination of each of the yearly lease terms of this License Agreement in the condition as existed at the commencement of this License Agreement and in which Licensee found them, ordinary wear and tear (including damage by acts of God or other causes beyond the control of Licensee) excepted. Licensee will not do or permit to be done any injury or damage to any buildings or part thereof, or permit to be done anything which will damage or change the finish or appearance of the Facilities or the furnishings thereof or any other property belonging to the City by the erection or removal of equipment or any other improvements, alterations or additions. No decorative or other materials shall be nailed, tacked, screwed or otherwise physically attached to any part of the Facilities or to any of the furnishings or fixtures of the City without the consent of the City. Subject to ordinary wear and tear, Licensee will pay the reasonable costs of repairing (to its condition immediately preceding the occurrence of such damage) any damage which may be done to the Facilities or any of the fixtures, furniture or furnishings by any act of Licensee or any of Licensee's employees, agents, officers, attendees, or anyone within its exclusive control visiting the Facilities upon the invitation of the Licensee including the patrons of the attraction or function for which Licensee hereby is leasing the Facilities. The City shall determine, exercising its sole and reasonable discretion, whether any damage has occurred, the amount of the damage and the reasonable costs of repairing the damage, and whether, under the terms of the Agreement, the Licensee is responsible. City shall be the sole judge of the quality of the maintenance and/or damage of the leased Facilities, furnishings, fixture or furniture by the Licensee. The reasonable costs of repairing any damage to the Facilities shall be immediately due and payable by the Licensee upon Licensee's receipt of a written invoice of the reasonable costs from the City. Page 2 of 8 In leasing the Facilities, City does not relinquish the right to control the management of the Facilities, or the right to enforce all necessary and proper rules for the management and operation of the same, subject to the rights of the license granted as well as the assumed responsibilities of the Licensee hereunder. City,through its Manager, police and fire personnel and other designated representatives, has the right at any time to enter any portion of the Facilities (without causing or constituting a termination of the privilege or an interference for the possession of the Facilities by the Licensee) for any purpose, provided this shall not authorize or empower City to direct the activities of the Licensee or assume liability for Licensee's activities. 9. CITY OF FORT WORTH OWNED EQUIPMENT AND PUBLIC EVENTS DEPARTMENT LABOR Licensee and City understand that a rental charge will be assessed for any chairs, tables, stages, lights and/or sound equipment at the prevailing rate. Licensee shall pay for Public Events Department technical personnel in the number and manner prescribed by City to work all events using staging, lights, amplified sound or related equipment. Any additional technical services will be provided by an approved vendor at the Licensee's expense. 10. PROPERTY LOSS City assumes no responsibility for any property placed in said buildings or any part thereof by the Licensee or any agent, officer, and/or employee of the Licensee. Licensee hereby expressly releases and discharges City from any and all liability for any property damage or loss and/or personal injury, including death, arising out of or in connection with, directly or indirectly the occupancy and/or use of the leased Facilities and any and all activities conducted thereon sustained by reasons of the occupancy of said buildings under this License Agreement. 11. REMOVAL OF DISORDERLY PERSONS City, through its Director, police and fire personnel and other designated representatives, retains the right to remove from the Facilities any and all such employees, agents and/or officers of Licensee and the right, with its officers and agents, including its police officers, to eject any objectionable person or persons (including an employee or employees of the Licensee) from the Facilities or any other of its facilities. In the event of the exercise of this authority, Licensee hereby waives any and all claims for damages of whatsoever kind against the City of Fort Worth, its officers, or employees on account of said removal. 12. UTILITIES/HVAC City agrees to furnish the necessary light and existing electrical power for ordinary use only, in the opinion of the City's Director of Public Events or his or her designee of said buildings, including, but not limited to, lighting, heat and/or air conditioning sufficient to make the buildings comfortable (during event/show hours only), and water for ordinary use of the applicances installed but for no other purposes. City shall not be responsible for accidents and unavoidable delays. It is understood that the City of Fort Worth enforces the adopted National Electrical Code to ensure the public is not exposed to electrical hazards. If extension cords are used, Ground Fault Circuit Interrupter (GFCI) Protection is required. These cords have a test and a reset button and have the words "GFCI protected" printed on the cord. All 120 volt extension cords shall be three-wire grounding type cords. Extension cords may not be placed through doorways. Frayed or damaged cords may not be used. Licensee must contract with City approved vendor to handle all electrical requirements above and beyond that which is readily available. 13. SEATING CAPACITY Licensee will not sell more tickets or allow more occupancy than the seating capacity of the Facilities permits and/or as allowed under any federal, state, and local laws, statutes, ordinances, charter provisions, rules and regulations of the City of Fort Worth; including all rules, regulations and/or requirements of the City of Fort Worth Police and Fire Departments. 14. EMERGENCY PERSONNEL Licensee shall be responsible, at its own cost and expense, to provide such emergency medical services as it deems necessary for its event. Any standby ambulance service must be provided by the City's current licensed ambulance provider, in accordance with the City Code. Standby ambulance service shall be required, at Licensee's expense, for any event, which in the sole opinion of City requires such service. The costs must be paid directly to the emergency medical personnel. 15. SECURITY PERSONNEL Licensee, at its sole cost and expense, shall pay for security personnel in such number and manner as reasonably prescribed by the Director of Public Events or his or her designee. Vendor shall bear sole responsibility, if any, for reporting its payment for each security officer's services as taxable income to the Internal Revenue Service. Page 3 of 8 Licensee hereby assumes sole responsibility for any and all acts or omissions by security personnel in the performance of their responsibilities hereunder, and Licensee agrees to indemnify, hold harmless and defend the City from any and all claims or suits for property damage or personal injury arising out of, or in connection with such acts or omissions. Nothing herein shall be construed as creating a principal/agent, or employer/employee relationship between the City and Licensee's security personnel. Licensee assumes full responsibility for the safety and security of property belonging to Licensee while the same is on City's property. Officers, as needed, will be scheduled by Will Rogers Memorial Center Management. In addition, if any vehicles or items which contain any flammable liquids, or fuels, are left overnight in the Center, same shall be attended at all such times by security personnel furnished by Licensee and approved by Director of Public Events or his or her designee. The costs must be paid directly to the security officers. 16. FIRE MARSHAL Licensee shall be responsible, at its own reasonable cost and expense, to provide such fire marshal services as deemed reasonably necessary for its event as determined by Director of Public Events or his or her designee. Licensee understands that fire marshal personnel are independent contractors. Vendor shall bear sole responsibility, if any, for reporting its payment for each fire marshal's services as taxable income to the Internal Revenue Service. The costs must be paid directly to the fire marshal personnel. 17. NON-SMOKING FACILITY Licensee understands that Will Rogers Memorial Center is a NON-SMOKING FACILITY and agrees to make hourly announcements to that effect, if possible. In any event, Licensee agrees to make at least three (3) announcements to that effect during an eight (8) hour period, with one announcement being made at the beginning of each event. 18. OBSTRUCTIONS Sidewalks, entries, passage vestibules, halls, elevators or access ways to public utilities of the premises shall not be obstructed or caused to be obstructed by Licensee, or caused or permitted to be used for any purpose other than ingress or egress to and from the Facility. The doors, skylights, stairways or openings that reflect or admit light into any portion of the building shall not be obstructed by Licensee. 19. PARKING City will supply Licensee with ten (10) complimentary parking passes per day, upon request, to be used during event. 20. INDEMNIFICATION Licensee shall procure insurance that designates the City as an additional insured and protects the City against any and all claims, suits or causes of action for any and all types of damage, including but not limited to, property damage and personal injury (including death and/or bodily injury). The insurance shall be primary with respect to any insurance or self-insurance programs maintained by the City, and the insurance coverage shall extend to all portions of the premises. If Licensee fails to procure insurance, then the indemnification clause below shall apply. "Failure to procure insurance" means: (1) if the Licensee fails to obtain a policy of insurance which complies with the terms of this contract; and/or(2) it is determined through a judicial proceeding or alternative dispute resolution process that the insurance policy that the Licensee procured provides no coverage or is null and void. General Indemnification. Licensee covenants and agrees to and does hereby indemnify, hold harmless and defend, at its own expense, the City, its officers, servants and employees, from and against any and all claims or suits for property loss, including but not limited to, Workers' Compensation Act liability, lost profits, property damage, damage and/or personal injury, including death, to any and all persons, of whatsoever kind or character,whether real or asserted, arising out of the use or occupation of the facilities by Licensee. THIS INDEMNITY PROVISION (INCLUDING, WITHOUT LIMITATION, INDEMNITY FOR COSTS, EXPENSES AND LEGAL FEES) IS SPECIFICALLY INTENDED TO OPERATE AND BE APPLICABLE EVEN IF IT IS ALLEGED OR PROVED THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED AS A WHOLE OR IN PART BY ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT, INTENTIONAL CONDUCT,VIOLATION OF STATUTE OR COMMON LAW, BREACH OF WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR ANY OTHER ACT OR CONDITION WHATSOEVER OF THE CITY OR ITS PROPERTY. 21. INSURANCE Prior to the time Licensee is entitled to any right of access to or use of the Facilities, Licensee shall procure, pay for and maintain the following insurance written by companies approved by the State of Texas and acceptable to City. The insurance shall be evidenced by delivery to City of executed certificates of insurance and/or certified copies of policies as determined by City. Page 4 of 8 Licensee covenants and agrees to obtain and keep in force during the term of this Agreement, Commercial General Liability Insurance, including Personal Injury Liability, Independent Contractors Liability and Contractual Liability covering, but not limited to, the liability assumed under the indemnification provisions of this Agreement, with limits of liability for bodily injury (including death) and property damage of not less than One Million Dollars ($1,000,000), with an aggregate of not less than Two Million Dollars ($2,000,000) . All insurance policies shall include the following: 1) The term of insurance is for the duration of each Event, which includes the period from the right of access to set-up through the period allowed for removal of property; 2) The policy shall require that thirty (30) days prior to the cancellation or any material change in coverage, a notice shall be given to City by certified mail; 3) All policies shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth; 4) a) Any deductible in excess of$5,000.00, for any policy that does not provide coverage on a first-dollar basis, must be approved by City of Fort Worth Risk Management. b) Any self-insured retention (SIR) in excess of $25,000.00, affecting required insurance coverage, shall be acceptable to and approved by City of Fort Worth Risk Management in regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups, must also be approved by Risk Management. c) Company issuing the insurance policy shall have no recourse against the City of Fort Worth for payment of any premiums or assessments for any deductibles which all are at the sole risk of Licensee; 5) The terms "Owner", "City" or City of Fort Worth shall include all authorities, Boards, Bureaus, Commissions, Divisions, Departments, and Offices of the City and the individual members, employees and agents thereof in their official capacities and/or while acting on behalf of the City of Fort Worth.; and 6) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any future coverage, or to City's self-insured retention of whatever nature. 7) The City, its officials, employees, agents and officers shall be endorsed as an "Additional Insured" to all policies except Employers Liability coverage. 8) Coverage shall be a Combined Single Limit Per Occurrence basis and the policy shall include Broad Form Property Damage Coverage with an insurance company satisfactory to City. 9) Automobile Liability Insurance shall provide coverage on any automobile, including and defined as automobiles owned, hired and non owned with a One Million Dollar ($1,000,000) combined single limit per accident or$250,000 Property Damage and$500,000 Bodily Injury per person, per occurrence. 10) All policies shall be written by an insurer with an A-:VIII or better rating by the most current version of the A. M. Best Key Rating Guide or with such other financially sound insurance carriers acceptable to the City. 11) Deductibles shall be listed on the Certificate of Insurance and shall be on a "per occurrence" basis unless otherwise stipulated herein. 12) If coverage is underwritten on a claims-made basis, the retroactive date shall be coincident with or prior to the date of the contractual agreement and the certificate of insurance shall state that the coverage is claims-made and the retroactive date. The insurance coverage shall be maintained for the duration of the contractual agreement and for five (5) years following completion of the service provided under the contractual agreement or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence such insurance coverage. 13) Certificates of Insurance shall be delivered to the Will Rogers Memorial Center, 3401 W Lancaster, Fort Worth,Texas 76107, evidencing all the required coverages, including endorsements. Licensee hereby waives subrogation rights for loss or damage against City, its officers, agents and employees for personal injury(including death), property damage or any other loss. Licensee shall not do or permit to be done anything in or upon any portion of the Facilities, or bring or keep anything therein or thereupon which will create an increased hazard, or in any way obstruct or interfere with the right of the other tenants of the Facilities, or injure or annoy them. The City may terminate this Agreement immediately upon the failure of the Licensee to provide acceptable documentation of insurance as required by this Agreement. 22. COMPLIANCE WITH LAW It is agreed that Licensee will comply with all federal, state, and local laws, statutes including all ordinances, charter provisions, rules and regulations of the City of Fort Worth; including all rules, regulations and/or requirements of the City of Fort Worth Police and Fire Departments; and any and all requirements specifically made by the City of Fort Worth Fire Marshal in connection with the performances to be given hereunder. Licensee agrees to obey any other regulations of any municipal authority of the City of Fort Worth. Page 5 of 8 Licensee will obtain and pay for all necessary permits, licenses, and taxes from any governmental agency with jurisdiction thereof and to pay lawful taxes on tickets used in connection with the performances hereunder. Licensee will not do or suffer to be done anything on said Facilities during the terms of this License Agreement in violation of any such laws, statutes, ordinances, rules, regulations, charter provisions, directives or requirements. If the City calls the attention of Licensee to any such violation on the part of said Licensee or any person employed by or admitted to said Facilities by Licensee, Licensee will immediately desist from and correct such violation and/or vacate the Facilities. 23. FEDERAL COPYRIGHT ACT Licensee agrees to assume full responsibility for complying with the Federal Copyright Law of 1978 (17 U.S.C. 101, et seq.) and any Regulations issued thereunder including, but not limited to, the assumption of any and all responsibilities for paying royalties which are due for the use of copyrighted works in Licensee's performances or exhibitions to the copyright owner, or representative of said copyright owner. City expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations. City specifically does not authorize, permit, or condone the performance, reproduction, or other use of copyrighted materials by Licensee or its agents or licensees without the appropriate licenses or permission being secured by Licensee in advance. It is further agreed that Licensee shall defend, indemnify and hold City harmless for any claims arising from nonpayment to licensing agencies, or damages arising out of Licensee's infringement or violation of the Copyright Law and/or Regulations. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of the Licensee. Licensee understands that they are responsible for securing any and all licenses by artists/performers giving permission for the recordings. Licensee is responsible for both reporting and payment of any music licensing fees that may be required by law. Licensee understands and agrees that without the proper license obtained by Licensee, there is a risk of an injunction or money damages arising from a copyright lawsuit brought by a licensing agency. 24. AMERICANS WITH DISABILITIES ACT(ADA) Licensee is responsible for non-permanent accessibility requirements, such as, but not limited to, seating accessibility and auxiliary aids for the visually impaired, hearing impaired and mobility impaired. LICENSEE SHALL NOT MOVE OR INTERFERE IN ANY WAY WITH ACCESSIBILITY TO ADA FACILITIES, SUCH AS, BUT NOT LIMITED TO, WHEELCHAIR SEATING. LICENSEE SHALL NOT SELL TICKETS FOR ADA SEATING TO PERSONS WHO DO NOT REQUIRE ADA ACCOMMODATIONS. LICENSEE INDEMNIFIES THE CITY FOR ANY AND ALL CLAIMS AND LIABILITIES ARISING OUT OF LICENSEE'S DUTIES UNDER THE REQUIREMENTS OF ADA AND THIS SECTION. 25. FORCE MAJEURE Force Majeure shall include, but not be limited to, acts of God, acts of the public enemy, war, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, tornadoes, hurricanes, arrests and restraints of governments and people, explosion and other occurrences or conditions of like nature. If either party is rendered unable, wholly or in part, by Force Majeure to carry out any of its obligations under this Agreement, it is agreed that on such party's giving notice and full particulars of such Force Majeure as soon as practicable, but no later than seven (7) days after the occurrence of the cause relied upon, the obligations of the party giving such notice, to the extent it is affected by Force Majeure, shall be suspended during the continuance of the Force Majeure. If a Force Majeure causes the License period to be cancelled in whole or in part, and the affected party complies with this Section regarding notice, the Licensee shall owe the City a license fee based on the time period (if any)during which the Licensee had reasonable commercial use of the Facility. 26. ASSIGNMENT Licensee shall not assign this License Agreement nor suffer any use of the Facilities other than herein specified, nor sublet the Facilities or any part thereof without the written consent of City. If assigned per the written consent of the City, Licensee agrees to ensure that any assignee or sublessee will comply with all terms, provisions, covenants, and conditions of this License Agreement. Assignment or subletting of this License Agreement shall not relieve Licensee from any of its obligations under this License Agreement. 27. EVENTS OF DEFAULT The following events shall be deemed to be events of default by Licensee under this License Agreement: i. Licensee fails to pay any installment of the rent when due or any other payment of reimbursement to City required hereunder; ii. Licensee attempts to assign this contract without the prior written consent of City, Page 6 of 8 iii. Licensee shall vacate the use of over one-half of any building included in the Facilities, as described in Addendum A, or vacate the use of over one-half of any portion of the total Facilities described in Addendum A or iv. Licensee fails to comply with any term, provision or covenant of this License Agreement. 28. TERMINATION Upon the occurrence of any such event of default of the Agreement, City shall have the option to terminate this License Agreement immediately if Licensee fails to cure the default within a reasonable time period after being notified of the event of default. City may, as a result of default as described in Paragraph 21 above, and at its discretion, relet the entire Facilities or relet any building or any portion of any building of the Facilities that is determined by the City not to be in substantial use by the Licensee and receive the rent therefore, and Licensee agrees to pay to City on demand any deficiency that may arise by reason of reletting. City agrees to use all reasonable efforts to attempt to release the Facilities. Licensee shall not be entitled, under any circumstances, to any excess rental fees received by City as a result of reletting and Licensee hereby waives any claim to such excess rental amounts. No pursuit of any remedy by City constitutes a forfeiture or waiver of any rent due to City or of any damages accruing to City by reason of the violation of any of the terms, provisions, and covenants herein contained. No act or thing done by City or its officers, agents or employees during the term of this License Agreement shall be deemed a termination of the Agreement or an acceptance of the surrender of the Facilities, and no agreement to terminate this License Agreement or accept a surrender of the Facilities shall be valid unless in writing signed by City. City's acceptance of the payment of rental or other payments after the occurrence of a default shall not be construed as waiver of such default, unless City notifies Licensee in writing. Any act by City to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default or of City's right to enforce any such remedies with respect to such default or subsequent default. 29. NOTICES All notices required or permitted under this License Agreement may be given to a party personally or by mail, addressed to such party at the address stated below or to such other address as one party may from time to time notify the other in writing. If more than one Licensee is named in this contract, service of any notice on any one of the Licensees shall be deemed service on all Licensees. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: Kirk Slaughter, Director of Public Events With Copy To: Will Rogers Memorial Center Cheri Byles,Assistant City Attorney 3401 W. Lancaster 1000 Throckmorton Street Fort Worth, Texas 76107 Fort Worth Texas 76102 LICENSEE: Equine Marketing Group, Inc., dba Reichert Celebration Attn: Terry Schroeder PO Box 380 Williamsburg, IA 52361 30. SOLE AGREEMENT This written instrument constitutes the entire Agreement by the parties hereto concerning the license of the facilities and obligations of the parties and any prior or contemporaneous oral or written agreement which purports to vary from the terms hereof, shall be void. It is understood and agreed that all the provisions of this License Agreement are applicable except where specifically modified by Addendum A, in which case such Addendum shall apply. 31. AMENDMENT This License Agreement cannot be modified or amended without the written consent of all the parties hereto and attached and made a part of this License Agreement. 32. SUCCESSORS AND ASSIGNS This License Agreement shall be binding upon and insure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and, except as otherwise provided in this contract, their assigns. 33. VENUE Venue for any legal actions shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. Page 7 of 8 34. INDEPENDENT CONTRACTOR/NO PARTNERSHIP The doctrine of respondeat superior shall not apply as between the Licensee and City and nothing contained in this License Agreement shall be deemed to constitute City and Licensee as partners or joint venturers with each other, nor shall the Licensee be considered to be an agent, representative or employee of the City. Licensee shall have the exclusive control of and the right to control its employees and the details of its operation on the Facilities and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. 35. SEVERABILITY In case any one or more of the provisions contained in this License Agreement are held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this License Agreement shall be considered as if such invalid, illegal or unenforceable provisions were never contained herein. 36. AUTHORITY OF LICENSEE'S AGENT By executing this License Agreement, Licensee's agent affirms that he or she is authorized by Licensee to execute this License Agreement and that all representations made herein with regard to Licensee's identity, address and legal status(corporation, partnership, individual, etc.)are true and correct. 37. PUBLIC INFORMATION ACT Licensee understands and acknowledges that the City is a public entity under the laws of the State of Texas and as such, all documents held by the City are subject to disclosure under Chapter 552 of the Texas Government Code. Licensee shall clearly indicate to the City what information it deems proprietary. If the City is required to disclose any documents that may reveal any Licensee Proprietary Information to third parties under the Texas Government Code, or by any other legal process, law, rule or judicial order by a court of competent jurisdiction, the City will notify Licensee prior to disclosure of such documents, and give Licensee the opportunity to submit reasons for objections to disclosure. The City agrees to restrict access to Licensee's information to those persons within its organization who have a need to know for purposes of management of this Agreement. The City agrees to inform its employees of the obligations under this paragraph and to enforce rules and procedures that will prevent any unauthorized disclosure or transfer of information. The City will use its best efforts to secure and protect Licensee's information in the same manner and to the same degree it protects its own proprietary information; however, the City does not guarantee that any information deemed proprietary by Licensee will be protected from public disclosure if release is required by law. The foregoing obligation regarding confidentiality shall remain in effect for a period of three(3)years after the expiration of this Agreement. EXECUTED as of the date and year first above written at Fort Worth,Tarrant County, Texas. ATTEST: CITY OF FORT WORTH By: By: City Secretary Susa Alanis n//� istant City Manager By: I 'U ' �b�qR �1�� Approval c ended: Contract Authorization ��0o0oo0aaa���� a Approved as to form and le ality: p�►o o� : David Yett, ity Attorney A�o° °o ¢ Kirk SI ughter I + o o Director of Public Events o By: r 000 7eQUINE MARKETING GROUP, INC., DBA C I y 00000o u- �;/REICHERT CELEBRATION, Assistant City Attorney aan ueRxa�4a By:4, viV(, Terry Sc ro er By: OFFICIAL RECORD R Reichert CITY SECRETARY FT. WORTH, TX Page 8 of 8 ADDENDUM A EQUINE MARKETING GROUP, INC., DBA REICHERT CELEBRATION (CONTRACT NUMBER ) FACILITIES City agrees to lease and provide to Licensee the following facilities at the Will Rogers Memorial Center (WRMC) for the contracted dates listed below. A. YEAR 2011 1. August 29-30, 2011 —Staff Move In ■ Move In to designated office areas, arenas, and commercial exhibits areas ONLY at no charge 2. August 31 —September 1, 2011 —Move In • Will Rogers Coliseum (including base dirt) Includes Backstage Club, dressing rooms and office areas. • Burnett Building Includes all stalls,Vet Clinic, office areas, exercise area and cattle pens if needed. • Richardson-Bass Building Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown- Lupton Exhibits Area, Coburn Room, exercise area, cattle pens, all available meeting rooms and office areas. • Charlie and Kit Moncrief Building Includes all stalls, W. R. Watt Arena, exercise area, all meetings rooms and office areas. ■ Cattle Barns 1, 2, 3,4, Show Arena and Swine Barn ■ Texas Room in Amon G. Carter, Jr. Exhibits Hall 3. Livestock shall not be permitted on show grounds prior to 8:00 a.m.Auqust 31, 2011. 4. September 2-11, 2011 —Show dates • Will Rogers Coliseum (including base dirt) Includes Backstage Club, dressing rooms and office areas. • Burnett Buildinq Includes all stalls,Vet Clinic, office areas, exercise area and cattle pens if needed. • Richardson-Bass Building Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown- Lupton Exhibits Area, Coburn Room, exercise area, cattle pens, all available meeting rooms and office areas. • Charlie and Kit Moncrief Building Includes all stalls, W. R. Watt Arena, exercise area, all meetings rooms and office areas. ■ Cattle Barns 1, 2, 3,4, Show Arena and Swine Barn ■ Texas Room in Amon G. Carter, Jr. Exhibits Hall 5. September 12, 2011 —Move Out—Must be Completed by no later than Midnight • Will Rogers Coliseum (including base dirt) Includes Backstage Club,dressing rooms and office areas. • Burnett Buildinq Includes all stalls,Vet Clinic, office areas, exercise area and cattle pens if needed. • Richardson-Bass Building Includes all stalls, John Justin Arena, James L. and Eunice West Arena, Brown- Lupton Exhibits Area, Coburn Room, exercise area, cattle pens, all available meeting rooms and office areas. • Charlie and Kit Moncrief Building Includes all stalls, W. R. Watt Arena, exercise area, all meetings rooms and office areas. ■ Cattle Barns 1, 2, 3, 4, Show Arena and Swine Barn ■ Texas Room in Amon G. Carter, Jr. Exhibits Hall Page 1 of 6 B. YEAR 2012 through 2015 City will provide the facilities listed in A.1., 2., 4. and 5. above at the Will Rogers Memorial Center with the exception of the Texas Room for the contracted dates listed below in the years 2012 through 2015. Should the contracted dates for either show year become detrimental to the Licensee's interest, the City will explore all optional dates for consideration. If Licensee elects to change dates for a show year, based on availability, the City will issue an Amendment to the License Agreement to confirm the new dates. YEAR 2012 • August 27-28, 2012—Staff Move In to designated office areas, arenas, and commercial exhibits areas only at no charge • August 29-30, 2012- Move In Livestock shall not be permitted on show grounds prior to 8:00 a.m.August 29, 2012 • August 31 —September 9, 2012-Show • September 10, 2012-Move Out must be completed by no later than Midnight YEAR 2013 • August 26-27, 2013—Staff Move In to designated office areas, arenas, and commercial exhibits areas only at no charge • August 28-29, 2013- Move In Livestock shall not be permitted on show grounds prior to 8:00 a.m.August 28, 2013 • August 30—September 8, 2013-Show • September 9, 2013- Move Out must be completed by no later than Midnight YEAR 2014 • August 25-26, 2014—Staff Move In to designated office areas, arenas, and commercial exhibits areas only at no charge • August 27-28, 2014- Move In Livestock shall not be permitted on show grounds prior to 8:OO a.m.August 27, 2014 • August 29—September 7, 2014-Show • September 8, 2014- Move Out must be completed by no later than Midnight YEAR 2015 • August 31-September 1, 2015—Staff Move In to designated office areas, arenas, and commercial exhibits areas only at no charge • September 2-3, 2015-Move In Livestock shall not be permitted on show grounds prior to 8:00 a.m. September 2. 2015 • September 4-13, 2015-Show • September 14, 2015-Move Out must be completed by no later than Midnight RENTAL RATE SCHEDULE For rental of the facilities and services used pursuant to this Agreement for the years 2011 through 2015, City agrees to lease and Licensee agrees to pay the rates for use of the facilities at the Will Rogers Memorial Center (WRMC)for the contracted dates listed below as follows: 1. YEARS 2011 through 2015 a. Will Rogers Coliseum ■ $500 per Move In or Move Out Day ■ $900 per Exercise Day(12 hours climate controlled) ■ $1,500 per Show Day(All show hours climate controlled) b. Burnett Building Stalls ■ $45 per stall used in years 2011through and including 2015 ■ There will be a $25.00 per day fee charged for each stall occupied prior to 8:00 a.m. on the first move-in day or after midnight on the move-out day in each year contracted. c. Burnett Building Cattle Pens ■ $150 per Move In or Move Out Day ■ $350 per Show Day Page 2 of 6 d. John Justin Arena • $250 per Move In or Move Out Day ■ $500 per Exercise Day(12 hours climate controlled) ■ $800 per Show Day(All show hours climate controlled) e. James L. &Eunice West Arena ■ $150 per Move In or Move Out Day ■ $600 per Show or Sale Day(All show/sale hours climate controlled) f. Brown-Lupton Exhibits Area ■ $100 per Move In or Move Out Day ■ $300 per Show Day(All show hours climate controlled) g. Coburn Room and all office areas ■ No Charge during all contracted dates h. Richardson-Bass Building Stalls • $45 per stall used in years 2011 through and including 2015 ■ There will be a $25.00 per day fee charged for each stall occupied prior to 8:00 a.m. on the first move-in day or after midnight on the move-out day in each year contracted. i. Richardson-Bass Cattle Pens ■ $150 per Move In or Move Out Day ■ $350 per Show Day j. Charlie&Kit Moncrief Building Stalls ■ $45 per City-owned stall used in 2011 through and including 2015 ■ There will be a $25.00 per day fee charged for each stall occupied prior to 8:00 a.m. on the first move-in day or after midnight on the move-out day in each year contracted. k. W. R. Watt Arena ■ $250 per Move In or Move Out Day ■ $500 per Exercise Day(12 hours climate controlled) ■ $1,000 per Show Day(All show hours climate controlled) I. Centennial, McFarland, French Rooms and office areas ■ No Charge during all contracted dates m. Cattle Barns 1, 2, 3, and 4 ■ $150 per Move In or Move Out Day, Per Barn ■ $350 per Show Day, Per Barn n. Swine Barn ■ No Charge during all contracted dates o. Show Arena ■ $100 per Move In or Move Out Day ■ $300 per Show Day p. New Equestrian Complex Stalls(available in 2012) ■ $45 per City-owned stall used in 2012 through and including 2015 ■ There will be a$25.00 per day fee charged for each stall occupied prior to 8:00 a.m. on the first move-in day or after midnight on the move-out day in each year contracted. q. Texas Room in Amon G. Carter Jr. Exhibits Hall ■ $600 per Move In or Move Out Day ■ $2,500 per Show Day(All show hours climate controlled) ■ The Texas Room is reserved for 2011 only to accommodate horse stalls. No building rental fee will apply if City-owned stalls are used and charged to the Licensee at$45.00 per stall used with a minimum of 400 stalls. An anti-skid surface will be installed in all aisles at the Licensee's expense. r. If any of the below listed facilities are requested and are available, the following rates will apply: Central and East Texas Rooms in Amon G. Carter Jr. Exhibits Hall ■ $300 per Move In or Move Out Day ■ $1,250 per Show Day (All show hours climate controlled) Page 3 of 6 West Texas Room in Amon G. Carter Jr. Exhibits Hall ■ $300 per Move In or Move Out Day ■ $1,250 per Show Day(All show hours climate controlled) Round Up Inn ■ $300 per Move In or Move Out Day ■ $850 per Show Day South Texas ■ $400 per Show Day Silver Spur ■ $300 per Show Day s. Portable Stalls • Licensee will rent portable stalls directly from City or current contracted vendor. • Licensee will pay for each portable stall ordered whether used or unused at the current contracted rate. Licensee understands and agrees that if for any reason the contractor defaults on the contract with City, Licensee agrees to pay the cost per stall charged to City by replacement vendor. City agrees to use its best effort to obtain the lowest market price available from replacement vendor to provide portable stalls. • Licensee must use and pay rental for all permanent stalls to capacity prior to occupying portable stalls. For the purpose of calculating rent and occupancy, City owned portable stalls are considered permanent stalls. If City-owned stalls are removed, Licensee is still responsible for rental of the stalls as well as the per panel fee for removal. 2. In order to establish actual rental fees for each facility, Licensee will submit to City in writing their confirmation of intent to lease the facilities and their intended use of each facility (i.e. move-in, show, etc.) over the contracted dates no later than February 1 st of each respective contract year. Licensee understands that the Agreement terms will be for the exact same number of facilities listed in Addendum A and the Licensee's written confirmation is solely for the purpose of establishing the Licensee's intent to lease the facilities and to establish the use and respective rental fees of each facility. Any reduction or addition to the number of facilities listed in Addendum A must be mutually agreed upon between the Licensee and City. All events must end by midnight unless otherwise stated on the License Agreement and insurance certificate. $200.00 per hour will be invoiced to Licensee for any additional hour(or portion thereof) in which Licensee occupies space rented for show and/or event activities, between the hours of 12:00 midnight and 7:00 a.m. PAYMENT SCHEDULE 1. YEAR 2011 a. Licensee shall pay a$5,000.00 partial facility rental payment by no later than February 1, 2011. b. Licensee shall pay a$20,000.00 partial facility rental payment by August 1, 2011. C. Licensee shall pay in full any remaining balance owed within 30 days after receipt of final charges invoice following the conclusion of the show. 2. YEARS 2012 through 2015: a. Licensee shall pay a $5,000.00 partial facility rental payment by no later than February 1s' of each contracted year. b. Licensee shall pay a $20,000.00 partial facility rental payment by August 1s' of each contracted year. C. Licensee shall pay in full any remaining balance owed within 30 days after receipt of final charges invoice following the conclusion of the show. ANNUAL INCENTIVES The City of Fort Worth/Will Rogers Memorial Center is pleased to apply a facility rental credit against the Reichert Celebration invoice of final charges upon conclusion of each 2011-2015 show equal to 50% of the total building rental, not including stalls, with a maximum credit of$40,000.00. Page 4 of 6 The City of Fort Worth, as the sponsoring municipality, will work with Equine Marketing Group, Inc. dba Reichert Celebration on the application for any available incentive funds from the State of Texas for conducting the Reichert Celebration. Application approval is a State of Texas decision and beyond the control of the City of Fort Worth. SECURITY 1. At the Licensee's expense, off-duty City of Fort Worth police officers are required to work each event. The number of officers and number of hours worked are to be negotiated by Licensee and the Fort Worth Police Department with final approval from the Director of Public Events or his designee by no later than ten (10)days prior to first move in date of each year contracted. 2. Licensee will pay the entire off-duty City of Fort Worth police invoice by individual checks and deliver to the supervisor in charge by no later than five (5) working days after receipt of invoice following the conclusion of each show contracted. A copy of the invoice will be submitted to WRMC. 3. Upon conclusion of each show contracted, City agrees to apply a credit against Licensee's final invoice equal to 50%, but not to exceed $7,500.00, toward the cost for off-duty City of Fort Worth Police. ADDITIONAL LEASE TERMS 1. SHAVINGS • City retains exclusive rights for the sale of all shavings at the prevailing rate. Shavings may not be brought onto show grounds by Licensee or any participants. • Licensee and/or any exhibitor who brings shavings into show grounds or facilities without the written consent of City and/or in direct conflict with the exclusive rights of City, will be fined $5.50 per bag of shavings based on the equivalent of a 3'/2 cubic foot bag. The total fine amount will be at the sole discretion of the Director of Public Events or his designee. 2. COMMERCIAL EXHIBITOR/VENDOR SPACE • Licensee will be invoiced $35.00 per designated inside commercial exhibitor space and $100.00 per designated outside commercial exhibitor space for use by approved commercial exhibitors. This fee does not apply to commercial exhibitors located in a designated "exhibits hall/facility" rented by Licensee for use by commercial exhibitors. • Licensee may not occupy or allow commercial exhibitors to occupy Amon G. Carter Jr. Exhibit Hall spaces referred to as an overhead door alcove. • Any use of outside exhibit space must be agreed upon by Licensee and City prior to June 1 st in each contracted year. 3. ARENA PREPARATION/CLEAN-UP • City will clean Coliseum and arena seating areas once daily prior to start of each show contracted. • City will clean the main aisles of contracted livestock facilities daily. • Any additions to the standard arena base dirt provided by the City and/or any additional temporary dirt arenas must be contracted with the current City-approved contractor at the Licensee's expense. • Licensee will be invoiced at the prevailing rate for all labor performed to include dirt work, watering and any excessive cleanup of facility grounds including any areas occupied by cattle. 4. SOUND SYSTEM • There is no charge to Licensee for use of the in-house sound system and lighting owned by City, as it exists at the execution of the Agreement. • Licensee will be invoiced the prevailing rate for any sound and lighting equipment (i.e. microphones, staging, etc.) used on a daily basis. • In the event City is unable to furnish sufficient WRMC stagehands to work events that use staging, lights or amplified sound, Licensee must use an approved vendor. Prior to the use of outside vendor labor, a representative from Licensee will be consulted as to the number of hours and rate per hour. • City will provide arena and barn paging as required in contracted areas. Page 5 of 6 5. TRAILER/R.V. PARKING • Licensee may use any available space for trailer parking as designated by the Director of Public Events or his designee. • At the discretion of the Director of Public Events or his designee, R.V. spaces will be provided as available and will be invoiced to Licensee and/or Licensee's exhibitors at the prevailing rate. (Currently$30 per night per permanent 30-amp space and $55 per night per temporary 50-amp space.) A vehicle parking pass is included with all R.V. reservations. • Licensee will be required to pay all expenses associated with installation and removal of all temporary R.V. hook ups. City will issue credit to Licensee for this expense upon receipt of invoice. • The City is currently exploring options to increase capacity on a temporary and permanent basis for the 2011 show. 6. ADDITIONAL TERMS • Any matters that are not herein expressly provided for shall be left to negotiation between the Director of Public Events or his designee and the Executive Director of the Equine Marketing Group, Inc., dba Reichert Celebration or his designated representative. • All payments shall be made within 30 days after receipt of Final Charges Invoice following the conclusion of each show contracted, payable to the City of Fort Worth at the office of the Director of Public Events or his designee at Will Rogers Memorial Center. 7. AMENDMENTS Licensee and City agree to promptly execute an amendment(s) to this License Agreement in order to spell out any additional terms agreed to between the Licensee and City. Failure of the Licensee and/or City to execute such Amendment upon request shall be considered an event of default and this License Agreement may be terminated at the option of the requesting party. No amendment or additional terms shall be effective unless it is in writing and signed by both parties hereto after the effective date of this agreement. EXECUTED as of the date and year first above written at Fort Worth, Tarrant County, Texas. ATTEST: CITY OF FORT WORTH OIL ,�Z. By: o qoa°onao `ay: City Secretary 0801 y Sus Alanis ° �� P sistant City Manager NO M&- ,ttf',`k VIIti3 a �, By: o roval Re c mended: Contract Authorization Q��.o o*0 00000000000° "Y Approved as to form and legality: �aa � �+c�a-4y: David Yett, City Attorney ��Atio��' Kirk N. Slaughter Director of Public Events By: Cherl Byles Assistant City Attorney EQUINE MARKETING GROUP, INC., DBA REICHERT CELEBRATION L Terry roeder By OFFICIAL RECORD J. Sc. Reichert CITY SECRETARY Page 6 of 6 FT. WORTH, TX