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HomeMy WebLinkAboutContract 47529 A67 910 7 FEB 2 3 2016 CITY SEcPJrAW ,z : L'I fY OE FORT 1NORTi l r LICENSE AGREEMENT CONTRACT Mn. CITY SECREIARY This LICENSE AGREEMENT ("License") is entered into on the Z5 day of b , 2016, by and between EVENT FACILITIES FORT WORTH, INC., a Texas non-profit corpora ion ("Licensor"), acting by and through its duly authorized President, and the CITY OF FORT WORTH, TEXAS, a home-rule municipality of the State of Texas, acting by and through its duly authorized Assistant City Manager("Licensee"). RECITALS A. Licensor, as a support organization to Southwestern Exposition and Livestock Show, is the owner of a parking lot located on Trail Drive in Fort Worth, Tarrant County, Texas, this lot being depicted on Exhibit"A,"which is attached hereto and incorporated herein("Lot"). B. The primary use of the Lot is for parking for patrons and horse and livestock trailers during the Southwestern Exposition and Livestock Show ("Stock Show"), and the Lot is presently leased to the Stock Show for other agricultural related events conducted at the Will Rogers Memorial Complex ("WRMC"). C. Licensee owns and operates the WRMC, which is a multi-purpose entertainment complex in the heart of the Fort Worth Cultural District located directly adjacent to the Lot at 3401 W. Lancaster Avenue in Fort Worth,Texas. D. Licensee desires to license the Lot during the term of this License for the purpose of providing vehicular, RV, and horse/livestock trailer parking to participants and attendees of the Patriot Equestrian and Cowtown Marathon events(collectively,"Events") at the WRMC. E. In support of the mission of the Southwestern Exposition and Livestock Show, Licensor is willing to license the Lot to Licensee to be managed and operated by Licensee and its employees or the then current third party operator/manager of the WRMC owned parking facilities for RV, horse/livestock trailer, and vehicular parking for the Events during the term of this License to the extent Licensee's use does not interfere with Licensor's use of the Lot for the Stock Show and other agricultural related events. In consideration of the mutual covenants contained in this License, Licensor and Licensee agree as follows: 1. LICENSE GRANTED: Licensor grants to Licensee, subject to the terms of this License, an exclusive license to use the Lot for the purpose of providing RV, horse/livestock trailer, and vehicular parking to participants and attendees of the Events. Licensee's use of the Lot is subject to the rules and procedures set forth in Exhibit "B", which is attached hereto and incorporated herein ("Lot Rules"). Licensee is responsible for notifying all employees, contractors, attendees, visitors, users and invitees of the Lot Rules. Executing this License does not obligate Licensor to permit Licensee future use of the Lot beyond the Term. 2. TERM: The term of this License commences at 12:00 a.m. on February 22, 2016 and terminates at 11:59 p.m. on February 28,2016("Term"). 3. ALTERATIONS;MAINTENANCE: Licensee may not make any alterations or improvements to the Lot without the prior written consent of Licensor. Licensee shall be responsible for trash pick-up and removal in the Lot during the Term. Licensee or Licensee's contractor must also repair any damage to the Lot(including,but not limited to, landscaping,benches,bollards,paving, and RV hookups)caused by any use under this License to a condition similar to that which exis o e amage. -FMCIAL RECORD Parking Lot License Agreement between the City of Fort Worth and EFFW 5�II�� ,3ECRETARY I of 8 ���3 LILi''K 711- �T: 4. LOT SECURITY: Licensee shall provide a staff person to monitor, open, and close the Lot during the Term. Licensee shall be solely responsible for management and security of the Lot related to any use set forth under this License. Licensor may, at its sole discretion, require the Licensee to provide a security guard for the Lot at Licensee's expense should circumstances require. 5. LICENSEE FEE: To the extent permitted by law and subject to Section 23, Licensee shall pay to Licensor, as full and sufficient consideration for the rights and privileges granted herein, a fee equal to 75% of the gross revenue generated by parking fees collected on the Lot during the Term. Parking fees shall be the greater of(i)the maximum rate then being charged on WRMC owned lots for similar parking, or (ii) $60.00 per space per day for RV parking, $3.00 per trailer per day for horse/livestock trailer parking, and $10.00 per vehicle per day for vehicular parking for any spaces used by Licensee during the Term. For purposes of this License, "gross revenue" shall mean the total amount of money collected by the City or any agent, employee, or subcontractor of the City from parking fees on the Lot during the Term minus any and all local, state, and federal taxes. 6. MANAGEMENT OF THE LOT: Licensee, through its Public Events Department, shall manage and operate the RV Lot during the Term of this License for the purposes set forth herein and in accordance with the terms of this License. The duties and obligations of managing and operating the Lot during the Term may not be assigned or delegated to any other department of Licensee without the prior written consent of Licensor, which may be withheld in Licensor's sole discretion. However, Licensee may contract the management of the Lot to its third-party operator then managing the WRMC owned lots without the prior written consent of Licensor. If Licensee assigns or delegates the duties and obligations of managing and operating the Lot to another City department without the prior written consent of Licensor, Licensor may immediately terminate this License with no obligation to provide any prior written notice. 7. UTILITIES: Licensor has no responsibility to Licensee or to any party claiming under Licensee for any interruption in electricity,water, sewer or other utility services to the Lot. 8. COMPLIANCE WITH LAW: All uses of the Lot under this License must be in accordance with all applicable laws,rules,regulations, ordinances,and restrictions in effect during the Term. 9. WAIVER OF LIABILITY: Licensor shall not be responsible for the theft, loss, damage, bodily injury or harm, or destruction of vehicles or any other property of Licensee, the sponsors of the Events using the Lot, or their respective employees, agents, volunteers, invitees, participants of the Events, contractors, and subcontractors, even if the damage is alleged to arise out of some condition on the Lot. Licensee shall not be responsible for the theft, loss, damage,bodily injury or harm, or destruction of vehicles or any other property resulting from the negligence or willful misconduct of Licensor, or its officers, directors, agents, contractors, and employees. 10. INSURANCE: Licensee is basically a self-funded entity subject to statutory tort laws and, as such, generally, it does not maintain a commercial general liability insurance and/or auto liability policy. Damages for which the Licensee would ultimately be found liable would be paid directly and primarily by Licensee and not by a commercial insurance company. Licensee-owned property is covered under the City of Fort Worth Fire and Extended coverage program by a commercial insurance policy. Statutory worker's compensation insurance coverage is self-funded to a $750,000.00 retention limit per incident over which commercial coverage responds with no upper cap; and, employer's liability coverage is maintained at the $1,000,000.00 policy limit. Licensee shall cause any third party parking management company managing the Lot during the Term to provide Licensor with a certificate of insurance evidencing that the Commercial General Liability insurance that the parking management company is Parking Lot License Agreement between the City of Fort Worth and EFFW 2 of 8 required by Licensee to carry has been endorsed to include Licensor and Southwestern Exposition and Livestock Show as additional insured parties. 11. DISCLAIMER: Licensee has had the opportunity to make inspections of the Lot. Licensor specifically disclaims any warranty, guarantee, or representation, oral or written, past, present, or future concerning the construction, condition, and state of repair of the Lot. Licensee accepts this License on an "as is" basis, and Licensee expressly acknowledges that in consideration of the agreements of Licensor in this License, Licensor MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING,BUT NOT LIMITED TO,ANY WARRANTY OF CONDITION, SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE LOT. 12. TERMINATION: If either party fails to comply with its obligations under this License, the non- defaulting party may immediately terminate this License upon written notice to the other party and may pursue any remedies available at law or in equity. Additionally, either party has the right to terminate this License for no reason at all by giving 24-hours written notice. 13. RELATIONSHIP: Neither Licensor nor Licensee shall be construed, by virtue of this License, to be the agent,partner,joint venturer, or associate of the other. 14. NOTICES: Any notice provided for or permitted under this License shall be made in writing and may be given or served by (i) delivering the same in person to the party to be notified, or (ii) depositing the same in the mail, postage prepaid, certified with return receipt requested, and addressed to the party to be notified, or (iii) sending by telecopy, with a copy thereof sent by registered mail on the same day. If notice is deposited in the mail pursuant to (ii) or (iii) of this Section 14, it will be effective upon receipt or refusal. For the purpose of notice, the addresses of the parties are, until changed as provided below, as follows: If to Licensee: City of Fort Worth Public Events Department Attn: Kirk Slaughter Fort Worth, Texas 76102 Telephone: 817-392-2501 with a copy to: City Attorney City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Telephone: 817-392-7600 If to Licensor: Event Facilities Fort Worth, Inc. 115 West 2nd Street, Suite 210 Fort Worth, Texas 76102 Attention: Mike Groomer Telephone: 817-717-4260 e-mail: mgroomer@effw.org Parking Lot License Agreement between the City of Fort Worth and EFFW 3 of 8 However, the parties may from time-to-time change their respective addresses, and each shall have the right to specify as its address any other address upon at least ten days written notice to the other party. 15. BINDING: All provisions contained in this License are binding upon, inure to the benefit of, and are enforceable by the respective successors and assigns of Licensor and Licensee. The provisions of this License may be amended, waived, or terminated only by an instrument signed by Licensor and Licensee. 16. ENTIRE AGREEMENT: This License contains the entire agreement of the parties with respect to the License of the Lot and may not be modified orally or in any other manner than by an agreement in writing signed by all both parties or their respective successors in interest. 17. MISCELLANEOUS: The headings to the various sections of this License have been inserted for convenient reference only and do not modify, define, limit, or expand the express provisions of this License. This License is governed by and construed and enforced in accordance with the laws of the State of Texas, and is subject to all applicable laws, statutes, rules, regulations, ordinances, and orders, whether of such state or otherwise. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this License, venue for such action shall lie in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas --Fort Worth Division. 18. SEVERABILITY. If any provision of this License is held to be illegal, invalid, or unenforceable under present or future laws, the legality, validity, and enforceability of the remaining provisions of this License shall not be affected thereby, and this License shall be liberally construed so as to carry out the intent of the parties to it. 19. GOVERNMENTAL POWERS. It is understood that by execution of this License, the City does not waive or surrender any of its governmental powers or immunities. 20. NO WAIVER. The failure of any party to insist upon the performance of any term or provision of this License or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 21. FORCE MA.IEURE. It is expressly understood and agreed by the parties to this License that if the performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of God, inclement weather, or other circumstances that are reasonably beyond the control of the party obligated or permitted under the terms of this License to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such performance shall be extended for a period of time equal to the period such party was delayed. 22. COUNTERPARTS. This License may be executed in any number of counterparts with the same effect as if all of the parties had signed the same document. Such executions may be transmitted to the other party by digital scan or facsimile and such scanned or facsimile execution shall have the full force and effect of an original signature. All fully executed counterparts, whether original executions or scanned or facsimile executions or a combination, shall be construed together and shall constitute one and the same agreement. 23. LICENSEE'S LIABILITIES. Licensor acknowledges and understands that any liabilities incurred by Licensee as a result of this License shall be subject to all applicable statutes, laws, rules, and Parking Lot License Agreement between the City of Foil Worth and EFFW 4 of 8 regulations, including, but not limited to, the Charter and Code of Ordinances of the City of Fort Worth. Specifically, the total of all liabilities incurred by the Licensee, including repairs, utilities, and fees, that exceed $50,000.00 will be subject to Fort Worth City Council approval prior to any payment being rendered. Executed by Licensor and Licensee in multiple counterparts, each of which shall be deemed an original, as of the date first above written. LICENSOR: LICENSEE: EVENT FACIL FORT WORTH,INC., CITY OF FORT WORTH,TEXAS a Texas non- ofit oration By: By: Mi Groomer usan Alanis CEO and President issistant City Manager RECOMMENDED- By: Kirk N. Slaughter Director of Public Events APPROVED AS TO FORM AND LEGALITY: By. Ass' ant ty Attorney ®°R'. 00�o ATTES . S 0-1 By: 8Mary a r City tary 000000°°° NO M&C REQUIRED UFFOCUAGL RECORD 3r�I �' F� � Fla mo-Pyr,rI, Parking Lot License Agreement between the City of Fort Worth and EFFW 5 of 8 EXHIBIT"A" Lot ----_- J7 E T-. (V LAFAYETTE ZFE DEXTER La Intl lit 0 e�Y—ERSO "'IfIfif i fill LINDEII lit' 1,T COLLINW0015111 14KI"',vl` j it L EL CAMPO ----—-------- IL WRMC OVERALL CAMPUS EXHIBIT`B" Lot Rules 1. All General Parking and RV Parking sites are available on a first come, first served basis. No In and Out Privileges. 2. All General Parking and RV Parking site fees/rent are payable in advance. Refunds are not available. On RV sites, payment is required for each space or outlet used. 3. No Parking on sidewalks or drive lanes. 4. No solicitation, sales (for sale signs), or literature distribution allowed anywhere in or around the General Parking and RV Parking Sites. 5. Unruly or boisterous behavior will be grounds for immediate ejection from the General Parking and RV Parking Site—NO REFUNDS. 6. The City of Fort Worth is not responsible for fire, theft, injury or loss of personal property. 7. No consumption of alcoholic beverages. 8. Cooking - No cooking or tailgating in the General Parking and RV Parking, except that cooking is allowed inside of the RV. 9. On RV Parking Sites -Additional vehicles, with proper hang tags, may park in your rented RV space only,NOT in another RV space or fire lanes. ONLY ONE RV PER RENTED SPACE. 10. RV Parking Sites - Quiet time is from 10:00 PM to 7:00 AM. 11. RV Parking Sites - Do not run your generator while in the RV lot. 12. NO FREE ROAMING PETS. Pets MUST be on leashes or in pens. City ordinance requires pet owners to clean up after their pets. 13. Horses and/or livestock are not allowed in the General Parking or RV Parking areas. These animals are restricted to the barn area only. 14. RV Parking Sites - Please keep the area around your space neat and clean. Trash and garbage must be placed in trash receptacles provided. 15. NO OPEN FIRES ARE ALLOWED. 16. RV Parking Sites - A numbered permit MUST be visible at all times in a main window of the RV. Failure to display, or usingan n expired permit, is subject to immediate disconnection of utilities, impoundment, and recovery of fees from the owner. 17. RV Parking Sites - The City of Fort Worth reserves the right to assign RV spaces to any or all guests entering the RV area. 18. RV Parking Sites - Check out time is 12:00 Noon. Vehicles remaining on the lot after that time will be charged an additional night's fee. FAILURE TO MAKE PAYMENT WILL RESULT IN UTILITIES BEING DISCONNECTED 19. It is against city ordinance to openly duMp gray/black water on the ground or into storm drains. Violators will be prosecuted. 20. Anyone operating a motor vehicle in the RV Parking Sites must have a valid driver's license. Motorcycles, carts and bicycles may be used only for transportation into or out of the RV areas. 21. No washing of automobiles or RVs allowed. 22. Parents/Guardians are responsible for the whereabouts, safety and conduct of their children at all times while on the WRMC property and this parking lot. 23. Please observe a 5 MPH speed limit. 24. No Hazardous Materials shall be handled or stored on the RV Sites, except that Licensee and anyone authorized to use the RV Sites may, in compliance with applicable environmental laws, use and store(i) Hazardous Materials in such amounts and types that are commonly used in connection with the rights granted hereunder and (ii) general cleaning and cooking materials that may contain Hazardous Materials — Hazardous Materials shall mean those substances considered hazardous, toxic, or the equivalent pursuant to applicable laws. 25. No parking on concrete or gravel walkways 26. Use of golf carts, bicycles or other such vehicles is at owners/operators sole risk 27. No tampering with electrical or RV equipment 33. No unauthorized vehicles, as determined by the City in its sole and absolute discretion.