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HomeMy WebLinkAboutContract 29559 CITY SECRETARY CONTRACT NO. CITY OF FORT WORTH r,-�2 PUBLIC EVENTS DEPARTMENT FORT WORTH CONVENTION CENTER 1201 HOUSTON STREET FORT WORTH TX 76102 LICENSE AGREEMENT NATIONS BEST SPORTS INC 2004 through 2012 THIS AGREEMENT AND ADDENDUM "A" attached and incorporated herein are made and entered into this �TL day of Fl I. JV-ULCU-Q , 2004, between the CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas, located in Tarrant and Denton Counties, Texas, (hereinafter referred to as the "City") acting by and through its duly authorized Assistant City Manager, and NATIONS BEST SPORTS, INC., located at 4216 Hahn Blvd., Fort Worth, Tarrant County, Texas, 76117-1711 (hereinafter referred to as "Licensee,") acting by and through its duly authorized representative for a valuable consideration including the mutual promises and obligations contained herein and the sufficiency of same is acknowledged by both parties. AGREEMENT 1. FACILITIES City agrees to rent to Licensee, for the purpose of holding the Nations Best Sports Annual Spring and Fall Market (hereinafter referred to as the "Event" or "Events") for a two (2) year term, which automatically renews at the end of each two (2) years for an additional two (2) year term over a period of twenty (20) years from the date of this License unless the terminating party gives the other party written notice at least one (1) year prior to the expiration of the then existing two (2) year term that the terminating party has elected for the License not to automatically renew for any additional periods under this License. Each automatic renewal shall be on the same terms and conditions as set forth herein and in Addendum "A", the Facilities particularly described in Addendum A, which is attached hereto and incorporated herein by reference. Subject to the conditions, limitations and restrictions of the License Agreement and any addendums, Licensee has the right to 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 Licensee, its members, and market vendors, for the above stated purpose, (hereinafter the"Facilities"). License Agreement—City of Fort Worth Public Events Department/Nations Best Sports,Inc. Page 1 of I In the event the City shall fail to perform its part of this Agreement or any part thereof, including any addendums, for 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 person, association, or corporations other than 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. Proportionate rent abatement shall apply during the period of untenantability. 2. TERM AND RENTAL FEE The periods of occupancy by Nations Best Sports for Events during the term of this License and the rental amount pursuant to this License for the Facilities shall be as set forth in Addendum "A". All deposits and/or other funds received by the City are non-refundable; provided, however, that any prepayment of rent shall be refundable in the event of rent abatement or other cause under Paragraphs of Section 1 above which prevents Licensee's use of the Facilities. 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, ticker-takers, ushers, floor managers, stage crews (other than Public Events Department technical personnel), electricians, technicians, carpenters, machine operators, and any and all other personnel deemed by Licensee to be necessary in the promotion and presentation of the Event. City reserves the right, with prior written notice to Licensee, to designate the contractor or contractors to perform certain required and necessary functions at the Facilities, including, but not limited to, ushers, sound & light technicians, electricians, and valet parkers. The designation of security guards and paramedics shall be in conformance with Paragraphs 13 and 14 of this Agreement. When City does not designate a specific contractor for the provision of such services, Licensee shall employ sufficient personnel for the provision of the necessary services. The designation of such personnel shall be subject at all times to the approval of the City, but said approval shall not be unreasonably withheld. Upon either oral or written notice from the City, the Licensee will immediately remove and replace any employee of Licensee that fails to maintain a satisfactory level of performance ori License Agreement—City of Fort Worth Public Events Department/Nations Best Sports, Inc. Page 2 of 2 fails to meet the acceptable standards of the City. Such standard will be determined in the sole and reasonable discretion of the Director of Public Events or his designee. If, upon notice, Licensee fails to immediately remove and replace such employee, the City retains the right to remove from the Premises any objectionable employee or employees of the Licensee. City assumes no responsibility for Licensee's personnel and Licensee herein 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 Facilities and any all activities conducted thereon that are sustained by reasons of the occupancy of said buildings under this Agreement. Nothing herein shall be construed as creating a principal/agent, or employer/employee relationship between the City and Licensee's subcontracted personnel. 4. CONCESSION/SOUVENIR RIGHTS The City reserves all concession, food and beverage, novelty and souvenir rights. Any rights not herein expressly provided for shall be left to the reasonable discretion of the Director of Public Events or his designee. Concession/Souvenir Rights shall be defined as the sale of food, beverage and merchandise items related to the current Event directly to the attendees of the event. Licensee must comply with City of Fort Worth and Fort Worth Convention Center food and beverage requirements and must contract with the current City contracted vendor to handle all concession services as well as alcoholic beverage service, as applicable to Licensee. Nothing in this Paragraph, with the exception of alcoholic beverages, shall preclude NBS vendors from providing or selling their specific vendor samples to other NBS members. 5. CATERING/SAMPLING 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 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 or 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 invoices less sales tax. The Catering Percentage is approved by the Fort Worth City Council and is presently 15% of the, food_and beverage charges less sales tax. City may change the catering percentage as direbted by-the Fort Worth License Agreement—City of Fort Worth Public Events Department/Nations Best Snorts,Inc. Page 3 of 3 City Council. City shall notify the licensee, in writing, of any changes to the Catering Percentage. City may 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 Facilities if the Licensee fails to notify the City of the Caterer's name, address and contact person within the required time frame. City reserves the right to enter into an agreement for exclusive catering services at the Fort Worth Convention Center at any time during the term of this Agreement. Licensee agrees, upon receipt of written notice to the Licensee by the City as required in Paragraph 23 of this Agreement, to use the exclusive catering services contracted by the City. C. ACCEPTANCE OF FACILITIES Licensee and City shall jointly examine the Facilities at a mutually agreed time within twenty-four (24) hours prior to Nations Best Sports occupancy for each Event to determine that Nations Best Sports is satisfied with the then current physical condition of the Facilities. Upon each occasion of Licensee taking possession of the Facilities for each Event, it 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 that the Licensee provides City written notice of within twenty-four (24) hours following such inspection. City and Licensee shall jointly conduct an inspection of the Facilities within twenty-four (24) hours after Nations Best Sports ceases its occupancy and the City within twenty-four(24) hours after such inspection shall give Nations Best Sports written notice of any damage to the Facilities the City claims Nations Best Sports caused during its occupancy. 7. CARE OF THE FACILITIES Licensee, at Licensee's own expense, shall keep 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 Events covered under the terms of this Agreement in as good a condition as existed at the commencement of each Event 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 License Agreement—City of Fort Worth Public Events Department/Nations Best Sports, Inc. Page 4 of 4 hereof, 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 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, or anyone 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, in good faith and in its sole discretion, whether any damage has occurred, the reasonable and necessary 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 Facilities, furnishings, fixture or furniture by the Licensee. The reasonable and necessary 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 from the City. 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. City, through its Public Events Director, 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 for 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. S. CITY OF FORT WORTH OWNED EQUIPMENT AND PUBLiC EVENTS DEPARTMENT LABOR Licensee and City understand that, depending on availability and at the discretion of the Director of Public Events or his designee, the City may assess its customary rental charge for some CITY OWNED equipment such as chairs, stages, lights and/or sound equipment requested by Licensee for its use. License Agreement--City of Fort Worth Public Events Department/Nations Best Sports, Inc. Page 5 of 5 Licensee shall pay for Public Events Department technical personnel in the number and manner prescribed by City to work all events using staging, lights, and amplified sound or related equipment. City shall provide equipment that is outlined in Addendum "A" at no additional charge to the Licensee. 9. 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 Facilities and by all activities conducted thereon sustained by reason of Licensee's occupancy of said buildings under this Agreement other than damages, loss, or injury caused solely by the gross negligence or intentional act of the City or its contractors or representatives. 10. REMOVAL OF PERSONS City, through is Public Events 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 person or persons who fails to maintain a reasonable decorum, (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 whatever kind against the City of Fort Worth, its officers, or employees on account of said removal. 11. ELECTRICAL City agrees to furnish, in the opinion of the Public Events Director (the Manager) of said Facilities, from onset of usage, the necessary light and existing electrical power for Licensee's ordinary use including, but not limited to, heat and/or air conditioning sufficient to make the Facilities comfortable, and water for ordinary use of the appliances installed. City shall not be responsible for accidents and unavoidable delays. It is understood that the City of Fort Worth enforces the current adopted National Electrical License Agreement—Citi of Fort Worth Public Events Department/Nations Best Sports, Inc. Page 6 of 6 Code to ensure the public is not exposed to electrical hazards. If extension cords are used at Facilities, Ground Fault Circuit Interrupter (GFCI) Protection is required. These cords have a test and 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. 12. SEATING CAPACITY Licensee will not allow more occupancy that the seating capacity of the Facilities permits and/or as allowed under any federal, state, local laws, statutes, ordinances, charter provisions, rules and regulations of the City of Fort Worth Police and Fire Departments. 13. EMERGENCY PERSONNEL Unless otherwise notified in writing by the City, Licensee shall be responsible, at its own cost and expense, to provide such emergency medical services as are required by the Director of Public Events or directed by any governmental entity for its event. Any standby ambulance service must be provided by the City's current licensed ambulance provider, in accordance with City Code. 14. SECURITY PERSONNEL Licensee shall furnish adequate security personnel as prescribed by the Director of Public Events. At the execution of this Agreement, Licensee and City agree that 12 security personnel are adequate for the current planned Event. Should the Event attendance or space usage increase, Licensee agrees to expand the number of security officers to a number needed and approved by the City . Licensee hereby assumes sole responsibility for any and all acts or omissions by its security personnel in the performance of their responsibilities hereunder, and Licensee agrees to indemnity, hold harmless and defend the City form any and all claims or suits for property damages and/or personal injury, including death, arising out of, or in connection with all acts and/or actions principal/agent, or employer/employee relationship between the City and Licensee's security personnel. 15. NON-SMOKING FACILITY Licensee understands that the Fort Worth Convention Center is la NON-SMOKING FACILITY. License Agreement—City of Fort Worth Public Events Department/Nations Best Sports, Inc. Page 7 of 7 16. INDEMNIFICATION LICENSEE AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) LICENSEE'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF LICENSEE, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO EACH EVENT OR THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH LICENSEE AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELYINACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. If more than one Licensee is named under this Agreement, the obligation of all such Licensees shall be, and is joint and several. 17. INSURANCE Prior to the time Licensee is entitled to any right of access to or use of the Facilities for each Event, Licensee shall procure, pay for and maintain the following insurance written by companies licensed by the State of Texas to do business in 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. Failure of the Licensee to provide the City with acceptable documentation of insurance as required by this Agreement shall preclude use of the facilities by NBS for that Event. Licensee covenants and agrees to obtain and keep in force during the term of this Agreement, Comprehensive 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 License Agreement—City of Fort Worth Public Events Department/Nations Best Snorts,Inc. Page 8 df 8 liability for bodily injury (including death) and property damage of not less than One-Million Dollars ($1,000,000.00) and excess (umbrella) of Two-Million Dollars ($2,000,000.00). 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. The City of Fort Worth shall be named as an Additional Insured in the body of the policy(s), or in any Addendum. City reserves the right to review and reasonably adjust excess (umbrella) insurance requirements at any time during the term of this Agreement. The insurance policy shall include the following: a. The term of insurance is for at least the term of each Event, which includes the period from the right of access to set-up through the period allowed for removal of property; b. 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; C. Insurers shall have no right of recovery of subrogation against the City of Fort Worth, it being the intention that the insurance policy shall protect all parties to the Agreement and be primary coverage for all losses covered by the policies; d. 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; e. 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 f. 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. 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 in any way conflict with the conditions of any insurance policy upon the Facilities or any part thereof, or in any way increase the rate of fire insurance upon the Facilities or on property kept therein, or in any way obstruct or interfere with the right of the other tenants of the Facilities, or injure or annoy them. 18. COMPLIANCE WITH LAW It is agreed that Licensee will comply with all federal, state, and local laws, statutes License Aareement—City of Fort Worth Public Events Department/Nations Best Sports, Page 9 of 9 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 to obey any other regulations of any municipal authority of the City of Fort Worth. 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 performances hereunder. Licensee will not do or suffer to be done anything on said Facilities during the terms of this 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. 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 or said copyright owner. Licensee agrees to defend, indemnify and hold harmless City, its officers, employees, and agents, for any claims or damages arising out of Licensee's understands that they are responsible for securing any and all releases 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. 19. CHARITABLE ORGANIZATION Licensee agrees that if Licensee is a charitable organization entitled to any immunity or limitation of liability under the provisions of the Charitable Immunity and Liability Act of 1987, C.P,R.C., § 84.001 et seq., or other applicable law, that Licensee hereby expressly waives its right to assert or plead defensively any such immunity or limitation of liability as against any party other than City. 20. ASSIGNMENT Licensee shall not assign this contract nor suffer any use of the Facili les other than Herein specified, nor sublet the Facilities or any part thereof, except to vendors th t rent booth space at License Agreement—City of Fort Worth Public Events Department/Nations Best Sports,Inc Licensee's Events, without the written consent of City. If assigned per the written consent of the City, Licensee agrees to ensure that any assignee or sub lessee will comply with all terms, provisions, covenants, and conditions of this contract. Assignment or subletting of this Agreement shall not relieve Licensee from any of its obligations under this Agreement. 21. EVENTS OF DEFAULT The following events shall be deemed to be events of default by Licensee under this Agreement: a) Licensee fails to pay any installment of the rent when due or any other payment of reimbursement to City required hereunder. b) Licensee attempts to assign this contract without the prior written consent of City. c) Licensee shall vacate the use of over one-half of the Facilities, described in Addendum A. d) Licensee becomes insolvent or makes a transfer in fraud of creditors, or makes an assignment for the benefits of creditors; or e) Licensees fails to comply with any term, provision or covenant of this Agreement. f) Failure of the Licensee to provide the City with acceptable documentation of insurance as required by this Agreement. City agrees that it will give Nations Best Sports written notice of any claimed event of default by Nations Best Sports and Nations Best Sports will have ten (10) days from the date of such notice of an event of default to cure such default. Cure of such default within such ten (10) day period will operate to prevent termination by the City under Paragraph 22 of this License Agreement. The City may terminate this Agreement upon the failure of the Licensee to provide the City with acceptable documentation of insurance as required by this Agreement for two consecutive Events by providing thirty (30) days written notice to Licensee of its intent to terminate the Agreement. 22. TERMINATION A. By the City. Upon the occurrence of any such event of default of the Agreement, which is not timely cured within the time prescribed in Paragraph 21, the City shall have the option to terminate this Agreement immediately. Licensee shall immediately surrender the Facilities to City and if Licensee fails to do so, City may, without prejudice to any remedy, enter upon and take possession of the Facilities and remove Licensee and any other person who ma-y-bc occupying the Facilities by force if necessary without being liable for the prosecution or any claim of License Agreement—City of Fort Worth Public Events Department/Nations Best Sports, Inc. Page 11 of 11 damages therefore. Licensee agrees to pay to City on demand the amount of all unpaid rental from any period to date of termination, which City may suffer by reason of Licensee's breach of this Agreement. 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 releting. Any releting by City or excess rentals received by City shall offset any damages claimed by City against Licensee. Licensee shall not be entitled, under any circumstances, to any excess rental fees received by City as a result of releting 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 Agreement shall be deemed a termination of the Agreement or an acceptance of the surrender of the Facilities, and no agreement to terminate this 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. B. By Licensee Licensee shall have the option to terminate this Agreement upon the occurrence of the following: a. If the Convention Center Headquarters Hotel project that the City is currently studying is not approved by the Fort Worth City Council by January 1, 2006. b. If the Convention Center Headquarters Hotel is not operational by January 1, 2008. C. If Licensee becomes insolvent, ceases its business actiities; no longer conducts Events in Fort Worth, or dissolves its bus�ness. I j License AgEeement—City of Fort Worth Public Events Department/Nations Best Sports, Inc. Page 12 o T2 - All notices required or permitted under this Agreement may be given to a party personally or by a 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: 23. NOTICES CITY: Kirk N. Slaughter, Director of Public Events Fort Worth Convention Center 1201 Houston Street Fort Worth, Texas 76102 With copy to: City Attorney's Office 1000 Throckmorton Street Fort Worth, Texas 76102 LICENSEE: Nations Best Sports, Inc. Attn: Jim Chandley, President 4216 Hahn Blvd Fort Worth, Texas 76117-1711 24. SOLE AGREEMENT This written instrument constitutes the entire Agreement by the parties hereto concerning the lease 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 modified by Addendum A, in which case such Addendum shall apply. 25. AMENDMENT This Agreement cannot be modified or amended without the written consent of all the parties hereto and attached and made a part of this Agreement. 26. SUCCESSORS AND ASSIGNS This 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. License Aereement—City of Fort Worth Public Events Department/Nations Best Sports,Inc. Page 13 of 13 27. VENUE Venue 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. 28. FORCE MAJEURE If the Facilities or any portion thereof shall be destroyed or damaged by fire or other calamity so as to prevent the use of the Facilities for the purposes and during the periods specified in this contract or if, the use of the Facilities by Licensee shall be prevented by act of God, strike, lockout, material or labor restriction by any governmental authority, civil riot, flood, which prevent use of the Facilities for a scheduled Event, or any other like cause beyond the control of the City, then this contract shall terminate as to such scheduled Event or Events and Licensee hereby waives any claim against City for damages by reason of such termination except that any unearned portion of the rent due hereunder shall abate, or if previously paid, shall be refunded by City to Licensee. 29. INDEPENDENT CONTRACTOR/No PARTNERSHIP The doctrine of respondent superior shall not apply as between the Licensee and City and nothing contained in this Agreement shall be deemed to constitute City and Licensee as partners or joint ventures with each other, nor shall 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. 30. SEVERABILITY In case any one or more of the provisions contained in this 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 contract shall be considered as if such invalid, illegal or unenforceable provisions were never contained herein. 31. AUTHORITY OF LICENSEE'S AGENT By executing this Agreement, Licensee's agent affirms that he or she is authorized by Licensee to execute this Agreement and that all representations made herein with regard to License Agreement—City of Fort Worth Public Events Department/Nations Best Sports, Inc. Page 14 of 14 Licensee's identify, address and legal status (corporation, partnership, individual, etc.) are true and correct. EXECUTED as of the date and year first above written at Fort Worth, Tarrant County, Texas. ATTEST: CITY OF FORT WORTH V By: wr ffA s stant 'ty Manager Approved as to form and legality: David Yett, City Attorney y: By: arah Fullenwider Kirk N. Slaughter Assistant City Attorney Director of Public Events NATIONS BEST SPORTS, INC. By: Ji h ey, Pr ide t Contract Authorization in AG Contract Authorization Date License Agreement—City of Fort Worth Public Events Department/Nations Best Sports,Inc. Page 15 of 15 ADDENDUM "A" TO THE LICENSE AGREEMENT BETWEEN NATION'S BEST SPORTS, INC. AND CITY OF FORT WORTH PUBLIC EVENTS DEPARTMENT 2004 This Addendum "A" is incorporated in the License Agreement between Nation's Best Sports, Inc. (hereinafter referred to as "NBS") and the City of Fort Worth Public Events Department (hereinafter referred to as "CFW") dated �c:b Y 1, ,1u Ij 11 , 2004 for the initial ten (10) year period for the following facilities: Exhibit Hall Bays A through F, Ballroom, Meeting Rooms 100, 101, 102, 103, 104, 105, 200, 201, 202,203 and 204 or such portion of the facility as needed by NBS and agreed to by the City, known as the Fort Worth Convention Center located at 1201 Houston Street, Fort Worth, Texas, with the terms and conditions more particularly described in the Agreement. NBS may request, in writing, changes to the original space requirements listed above no later than ninety (90) days prior to the start of the respective Spring or Fall Markets. If available, the space will be added or deleted as requested by NBS. NBS shall provide City written notice with specific Event dates not later than eighteen months(18) prior to the scheduled Event. Rental Schedule and Prices: Date of Rental Price Spring 2004 $30,000.00 Fall 2004 $35,000.00 Spring 2005 $35,000.00 Fall 2005 $40,000.00 Spring 2006 $40,000.00 Fall 2006 $45,000.00 Spring 2007 $45,000.00 Fall 2007 $45,000.00 Spring 2008 $45,000.00 Fall 2008 $45,000.00 Spring 2009 $45,000.00 Fall 2009 $45,000.00 Spring 2010 $45,000.00 Fall 2010 $45,000.00 Spring 2011 $45,000.00 Fall 2011 $45,000.00 Spring 2012 $45,000.00 Fall 2012 $45,000.00 Spring 2013 $45,000.00 For valuable consideration received and acknowledged, including CFW being assured of rentals as described in the Agreement, CFW grants to NBS a two (2) year term, which automatically renews at the end of each two (2) years for an additional two (2) year term over a period of twenty (20) years from the date of this License unless the terminating party gives the other party written notice at least one (1) year prior to the expiration of the then existing two (2) year term that the terminating party has elected for the License not to automatically renew for any additional periods under this License. Each two (2) year option shall include scheduled Spring and Fall meetings and exhibitions by NBS, or its assigns or successors. Beginning in 2013 and every two years thereafter until the expiration of this Agreement, CFW and NBS will negotiate applicable rates of rental for each option period which will include rental of the required facilities, as needed by NBS and agreed to by the CFW. Such agreement stating the applicable rental rates shall be in writing an attached to this Addendum and made a part of this Agreement. CFW agrees to provide the following: • Fifteen (15) complimentary parking passes to the Licensee for each event. City reserves the right to designate the parking area where the passes may be used. • City shall furnish and set up the following city-owned equipment, if available, at no charge to the Licensee: Ballroom: tables, chairs, seven (7) corded microphones with mixer and three (3) podiums. Licensee shall be charged for any staging used in the Ballroom. Meeting Rooms: tables, chairs, one (1) coded microphone in each meeting room, either a full or %podium and a 12' X 8" stage City will invoice Licensee at the prevailing rate in effect at the time of the Event for any changes to any original set up. Addendum"A"to License Agreement Page 2 ar 2