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HomeMy WebLinkAboutContract 47411 c, CITY SECRETAW 6 CONTRACT NO. I 411 -J CIlyS���WpRrH PARKING LOT LICENSE AGREEMENT This Parking Lot License Agreement ("Agreement") is entered into this of4emt`ni­c`ipa�1 ,2015 ("Effective Date) by and between the City of Fort Worth, Texas, a home-ru corporation of the State of Texas("City"),and Sedona Productions("Cendera") . WHEREAS, the City owns a certain piece of property at the corner of Ruby Place and Joyce Drive known as 3585 Joyce Drive,Fort Worth,Texas 76116 and; WHEREAS, Cendera has requested, and the City agrees to grant to Cendera, the use of a portion of the parking spaces on the Property in accordance with the terms and conditions of this Agreement. WITNESSETH: 1. Premises. The City hereby grants Ccndera the license to use the empty parking spaces located at the ("Lot") as set forth on the attached Exhibit "A" to use for temporary parking for events at the Cendera Center during the dates and times approved by City pursuant to section 5 hereunder. Under no circumstances during the Agreement will Cendera use or cause to be used on the Lot any hazardous or toxic substances or materials, or store or dispose of any such substances or materials on the Lot. Cendera shall not install signs, advertising media, and lettering on the Lot without prior written approval of City. 2. Condition of Lot. Cendera taking possession of the Lot shall be conclusive evidence that(a) the Lot are suitable for the purposes and uses for which same are licensed; and (b) Cendera waives any and all defects in and to the Lot, its appurtenances, and in all the appurtenances thereto. Further, Cendera takes the Lot and all appurtenances in "AS IS" condition without warranty, expressed or implied, on the part of City. City shall not be liable to Cendera, Cendera's agents, employees, invitees, licensees, or guests for any damage to any person or property due to the Lot of any part of any appurtenance thereof being improperly constructed or being or becoming in disrepair. 3. Term, Subject to the earlier termination as hereinafter set forth, this License shall be for a term ("License Term") of one year, commencing on the Effective Date and expiring on September 30, 2016 or when renovations begin at 3585 Joyce, whichever is sooner. Occupancy of the Premises during the License Term shall only be during the dates and times approved by the City pursuant to Section 5 hereunder. 4. Consideration. In exchange for the use of the ("Lot"), for up to 12 events at the Cendera Center,Cendera grants the City use of the Cendera Center for the next Code Blue Event and up to 5 other events for public purpose use during this license term. 5. Approval and Coordination. 5.1 Parking for Cendera: For each event where the parking spaces will be used, Cendera agrees to contact the City's designated representative in writing prior to the event notifying him of the dates and times of use, estimated amount of spaces needed and approval to use. The City has designated Chief Don Hanlon at the West Division Police Station located at 3525 Marquita as its representative and shall notify Cendera in writing upon any change of the designated representative.The designated representative is granted the right to approve or disapprove use of the spaces as needed. Cendera agrees to clean the parking area after each event as needed. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 5.2 Cendera Center use by the City: For each event the City uses at the Cendera Center, the city agrees to contact Cendera's desitmated representative which is currently Amy Shackelford, Events Director for Scdona Productions, in writing prior to the event notifying her of the dates and times needed for use, estimated amount of space needed and approval to use. The City agrees to clean the facility after each use and make any repairs needed as a result of the City use of the center. Cendera shall notify the City in writing of any change of its designated representative. 5. No Services. City shall not furnish Cendcra with any utilities, cleaning, lighting, security, or any other items or services for the Lot. All operating costs of Lot shall be Cendera's sole cost and expense. If Cendera wants or needs any utilities, cleaning, lighting, security, or any other items or services while occupying the Lot,the Cendcra shall first obtain permission and approval from the City to contract, add or install any of the above items and will be responsible for providing same at Cendera 's sole cost. 6. Alterations, Additions,Improvements,and Signage. Cendera shall make no alterations on, or additions to, the Lot without the prior written consent of City. All alterations, additions and improvements made to or fixtures or other improvements placed in or upon the Lot shall be deemed a part of the Lot and the property of City at the end of the term of the License. All such alterations, additions, improvements, and fixtures shall remain upon and be surrendered with the Lot as a part thereof at the termination of this License. 7. Indemnity. (a) CENDERA SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS CITY, CITY'S OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES. LIENS, CAUSES OF ACTION, SUITS,JUDGMENTS AND EXPENSES, (INCLUDING COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO THE USE OR OCCUPANCY OF THE LOT BY CENDERA, ITS EMPLOYEES, PATRONS, AGENTS, INVITEE, LESSEES AND ANY OTHER PARTY OR (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF CENDERA OR ANY INVITEE, PATRON, LESSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR OF CENDERA, OR ANYONE CENDERA CONTROLS OR EXERCISES CONTROL OVER OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF CENDERA UNDER THIS LICENSE (COLLECTIVELY, "LIABILITIES"), EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO THE CONCURRENT OR PARTIAL NEGLIGENCE OF ANY INDEMNITEE.THE ONLY LIABILITIES WITH RESPECT TO WHICH CENDERA'S OBLIGATION TO INDEMNIFY THE INDEMNITEES DOES NOT APPLY IS WITH RESPECT TO LIABILITIES ARISING OUT OF OR RESULTING SOLELY FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST ANY INDEMNITEE IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, CENDERA, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT CENDERA'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO ALL ACTIVITIES OF CENDERA WITH RESPECT TO THE USE AND OCCUPANCY OF THE LOT, WHETHER OCCURRING BEFORE OR -2- AFTER THE COMMENCEMENT DATE OF THE LICENSE TERM AND BEFORE OR AFTER THE TERMINATION OF THIS LICENSE. THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS' COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEES' BENEFIT ACTS. (b) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION UNDER THIS PARAGRAPH 7, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE INDEMNIFICATION OBLIGATION AND SHALL OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS SO MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT. 8. Waiver of Liability. NO INDEMNITEE SHALL BE LIABLE IN ANY MANNER TO CENDERA, ITS AGENTS, EMPLOYEES, PATRONS, CONTRACTORS, OR ANY OTHER PARTY IN CONNECTION WITH THE USE OF THE LOT BY ANY OF THEM, FOR ANY INJURY TO OR DEATH OF PERSONS UNLESS CAUSED SOLELY BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AN INDEMNITEE. IN NO EVENT SHALL ANY INDEMNITEE BE LIABLE IN ANY MANNER TO CENDERA OR ANY OTHER PARTY AS THE RESULT OF THE ACTS OR OMISSIONS OF CENDERA, ITS AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTHER PARTY, IN CONNECTION WITH THE USE OF THE LOT BY ANY OF THEM. ALL VEHICLES AND ALL PERSONAL PROPERTY WITHIN VEHICLES USING THE LOT, WHETHER PURSUANT TO THIS LICENSE OR OTHERWISE SHALL BE AT THE RISK OF CENDERA ONLY, AND NO INDEMNITEES SHALL BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF CENDERA, ITS EMPLOYEES, AGENTS, PATRONS, INVITEE, OR TO OTHERS, REGARDLESS OF WHETHER SUCH PROPERTY IS ENTRUSTED TO EMPLOYEES OF CITY OR SUCH LOSS OR DAMAGE IS OCCASIONED BY CASUALTY, THEFT OR ANY OTHER CAUSE OF WHATSOEVER NATURE, EVEN IF DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE. 9. Insurance. Cendera shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as specified herein, naming the City of Fort Worth as an additional insured and covering all public risks related to the leasing, use, occupancy, maintenance, existence or location of the Lot. Cendera shall obtain the following insurance coverage at the limits specified herein: * Commercial General Liability: $I,000,000.00 per occurrence $2,000,000.00 annual aggregate In addition,Ccndera shall add the City as an additional insured to this policy and be responsible for all insurance to any approved construction,improvements,modifications or renovations on or to the Lot and for personal property of Cendera or in Cendera's care,custody or control.All Liability policies and Worker's compensation insurance policy(s)covering employees shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. .3- Insurance requirements, including additional types and limits of coverage and increased limits on existing coverages, are subject to change at City's option, and Cendera will accordingly comply with such new requirements within thirty (30) days following notice to Cendera. As a condition precedent to the effectiveness of this License, Cendera shall furnish City with a certificate of insurance signed by the underwriter as proof that it has obtained the types and amounts of insurance coverage required herein. Cendera hereby covenants and agrees that not less than thirty (30) days prior to the expiration of any insurance policy required hereunder, it shall provide City with a new or renewal certificate of insurance. In addition, Cendera shall,on demand,provide City with evidence that it has maintained such coverage in full force and effect. Cendera shall maintain its insurance with underwriters authorized to do business in the State of Texas and which are satisfactory to City. The policy or policies of insurance shall be endorsed to cover all of Cendera's operations on the Lot and to provide that no material changes in coverage, including, but not limited to, cancellation, termination, non-renewal or amendment, shall be made without thirty (30) days'prior written notice to City. If parking valet service is used: (a) A Licensee shall procure, or cause to be procured, and keep in full force and effect, and shall keep on file with the Director, a policy of garage liability and garage keepers liability insurance,as evidenced by a certificate of insurance issued by a casualty insurance company authorized to do business in this state and accepted by the Risk Manager for the City of Fort Worth. The insured provisions of the policy must include a Waiver of Subrogation in favor of the City of Fort Worth as well as name the City of Fort Worth, and its officers and employees, as additional insureds. The coverage provisions must insure the public from loss or damage that may arise to any person or property by reason of the operation of a Valet Parking Service by the Licensee. (b) The garage liability insurance shall provide liability for bodily injury and property damage resulting from the garage operations or operations of any auto whether or not owned by the insured and shall be in the minimum limit of$1,000,000; other than garage operations which shall be $1,000,000 per occurrence and an aggregate of$2,000,000. (c) In addition, the garage keepers insurance must provide a limit of liability for property damage of not less than $1,000,000 for vehicles in the care custody and control of the Licensee. Maximum deductibles shall not exceed $10,000 per unit, $5,000 per loss comprehensive and $1,000 for collision. (d) The insurance policy required by subsection(a)of this section shall contain an endorsement which provides for a 30 day notice of cancellation with a ten(10) day notice of non-pay to the Director in the event of any material change or cancellation of the policy. (e) Upon the Director's approval, an exception to the following requirements may be made if the exclusion of garage liability is waived and endorsed by the commercial general liability insurance policy to include garage operations. (f) This section docs not preclude additional or more stringent requirements for Valet Parking Services operated under a contract with the City of Fort Worth. 10. Abandoned Property. Cendera's personal property not promptly removed by Cendera from the Lot at the termination of this License, whether termination shall occur by the lapse of time or -4- otherwise, shall thereupon be conclusively presumed to have been abandoned by Cendera to City. Fixtures attached to the Lot become the property of City, if not removed as required herein. 11. Assignment and Subletting. Cendera shall not assign this License, or any right of Cendera under this License, or sublet the Lot, for consideration or no consideration, whether voluntarily, by operation of law, or otherwise, and any attempt to do so shall be void, and any such attempt shall cause immediate termination of this License. 12. Damage to Lot or Property of City. If, at any time during the License Term, by the acts of omissions of the Cendera, its employees, patrons, agents, invitees, of licensees, the Lot, or any property therein is damaged or destroyed, Cendera shall be obligated to pay, on demand, all costs to repair same together. 13. Repairs and Maintenance. City has no obligation to make repairs of any sort to the Lot, City's sole obligation hereunder being to make the Lot available to Cendera in accordance with and subject to the covenants, restrictions and limitations set forth herein. Cendera shall, at its expense, use and maintain the Lot in a neat, clean, careful, safe, and proper manner and comply with all applicable laws, ordinances, orders, rules, and regulations of all governmental bodies (state, county, federal, and municipal). At the termination of this License, whether by lapse of time or otherwise, Cendera shall deliver the Lot to City in as good a condition as the same was as of the date of the taking of possession thereof by Cendera,ordinary wear and tear only expected. 14. Severability. If any clause or provision of this License is or becomes illegal, invalid or unenforceable because of present or future laws or any rule or regulation of any governmental body or entity,effective during the License Term, the intention of the parties hereto is that the remaining parts of this License shall not be affected thereby unless such invalidity is, in the sole determination of the City, essential to the rights of both parties, in which event City has the right, but not the obligation, to terminate the License on written notice to Cendera. 15. Default and Termination, (a) Cendera's Default. If Cendera shall fail to perform or observe any of its obligations hereunder then City may terminate this License by giving Cendera written notice thereof, in which event this License and all interest of Cendera hereunder shall automatically terminate. Such rights of City in the case of a default by Cendera hereunder are not exclusive, but are cumulative of all other rights City may have hereunder, at law or in equity; and any one or more of such rights may be exercised separately or concurrently to the extent provided by law. (b) City's Default. Should City commit a default under this License (including but not limited to City's failure to make the Lot available), Cendera may, as its sole remedy hereunder, terminate this License, and Cendera hereby waives any and all other remedies for any such default by City. (c) Termination for Convenience. Either party may terminate this License with 30 days' written notice to the other party. 5- 16. Notice. Any notice hereunder must be in writing. Notice deposited in the United States mail, properly addressed,postage paid, shall be effective-upon deposit. Notice given in any other manner herein shall be effective upon receipt at the address of the addressee. For purposes of notice, the addresses of the parties shall,unless changed as hereinafter provided,be as follows: To City: To Cendera: City of Fort Worth c/o Sedona Productions at the Cendera Center Mark Brown,Land Agent Amy Shackelford,Events Director 900 Monroe, suite 404 3600 Benbrook Hwy. Fort Worth,TX 76102 Fort Worth,Texas 76116 With a copy to: City Attorney City of Fort Worth 1000 Throckmorton Fort Worth,TX 76102 The parties hereto shall have the continuing right to change their respective address by giving at least ten (10) days notice to the other party. 17. Audit. Pursuant to Chapter 2,Article IV,Division 3, Section 2-134,Administration,Powers and Duties of the Department of Internal Audit, of the Code of Ordinances of the City of Fort Worth, City may at City's sole cost and expense, at reasonable times during Cendera's normal business hours and upon reasonable notice, audit Cendera's books and records,but only as it pertains to this License and as necessary to evaluate compliance with this License. 18. Entire Agreement. This License constitutes the entire agreement between City and Cendera relating to the use of the Lot and no prior written or oral covenants or representations relating thereto not set forth herein shall be binding on either party hereto. 19. Amendment. This License may not be amended, modified, extended, or supplemented except by written instrument executed by both City and Cendera. 20. Counterparts. This License may be executed in several counterparts, each of which shall be deemed an original,but all of which shall constitute but one and the same document. [SIGNATURES APPEAR ON FOLLOWING PAGES] -6- In witness whereof, the parties hereto have caused this Licensc to be executed as the day and year first above set forth. CITY: CITY OF FORT WORTH a Texas municipal corporation By: �---_ Jesus J.Chapa,Assistant City Manager Approved as to Form and Legality: jmM idllvk—, -1/ - F0 srstan CityAttorn O Attested: d� A.e oon (fitf Secre aq� II NO M&C REQUIRED Cendera: SEDONA PRODUCTIONS Name: ,l) Title: '%- -7- OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX