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HomeMy WebLinkAboutContract 30086 S`CKTARY 0-1 LICENSE AGREEMENT LICENSE AGREEMENT ("License") dated as of the 24th day of May, 2004, between SOUTHWESTERN EXPOSITION AND LIVESTOCK SHOW,a Texas non-profit corporation ("Licensor"),and the CITY OF FORT WORTH,TEXAS acting by and through the Director of the Parks and Community Services Department("Licensee"). RECITALS A. Event Facilities Fort Worth,Inc.,a Texas non-profit corporation organized as a support organization to Licensor, is the owner of a parking lot located adjacent and to the west of the Fort Worth Botanic Garden, a dedicated city park in Fort Worth, Tarrant County, Texas, this lot being described on Exhibit"A" attached to this License ("Parking Lot"). B. Event Facilities Fort Worth,Inc.has leased the Parking Lot to Licensor,and Licensor uses the Parking Lot for the Southwestern Exposition and Livestock Show("Stock Show") and for other agricultural related events conducted at the Will Rogers Memorial Complex. C. Licensee desires to use the Parking Lot and to allow third parties to use the Parking Lot from time to time for parking for fairs and other special events in the Botanic Garden. D. Licensor is willing to allow the Parking Lot to be used for Botanic Garden special event parking from time to time but only if this use does not interfere with Licensor's use of the Parking 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. PARKING LOT: Licensor grants to Licensee, subject to the terms of this License, a license to use the Parking Lot for vehicular parking associated with fairs and other special events in the Fort Worth Botanic Garden. Prior to each special event, Licensee shall contact Licensor, at the address and/or telephone numbers specified below,to schedule the use of the Parking Lot. Typical special events include but are not limited to Concerts in the Garden,Fall and Spring Japanese Garden Festivals, Squirrel Run,Bird's Christmas Tree,and Botanic Garden weddings. Licensor may,at its discretion, refuse to allow Licensee to use the Parking Lot during any times that the Parking Lot is needed for the Stock Show or for any other agricultural related events. 2. TERM: The term("Term")of this License commences on June 1,2004 and continues for one year thereafter to expire on May 31, 2005. The License shall automatically renew for subsequent one-year terms if neither party terminates by notifying the other party in writing prior to each May 1". However, notwithstanding the foregoing, at any time during the Term and any extension thereof, either party may terminate this License without cause by giving the non- terminating party at least thirty(30) days prior written notice of termination. 72, :'c t: 1l� Lceo STOCK SHOW LICENSE TO CITY FOR EVENT PARKING.DOC 3. ALTERATIONS; MAINTENANCE: Licensee shall, at its expense, install an entry gate into the southeast portion of the Parking Lot with an appropriate lock. Licensee may, at its expense, install landscaping around this entrance to the Parking Lot pursuant to plans approved by Licensor. Licensee may make no other alterations or improvements to the Parking Lot without the prior written consent of Licensor. Licensee shall mow the grassy areas and trim the trees around the perimeter of the Parking Lot and shall maintain any additional landscaping that it installs in or around the Parking Lot. Immediately following each special event use of the Parking Lot under this License,Licensee shall be responsible for trash pick-up and removal in and around the Parking Lot. Licensee must also repair any damage to the Parking Lot caused by any use under this License. 4. PARKING LOT SECURITY: For each special event in the Botanic Garden using the Parking Lot, Licensee or the sponsor of the special event shall provide a security guard or police officer(a)to open the gate in the northwest corner of the Parking Lot prior to the event for parking access from Linden Street,(b)to remain on the Parking Lot throughout the duration of the event,and (c)to close and lock all Parking Lot gates following the event. Licensee shall be solely responsible for parking management and security for the Parking Lot related to any use of the Parking Lot under this License. 5. LICENSE FEE: Licensee shall pay Licensor $1.00 per year as a license fee for the periodic use of the Parking Lot pursuant to this License. 6. SUBLICENSING: Licensee may allow the sponsors of special events in the Botanic Garden and their employees, agents, volunteers, contractors, and invitees to use the Parking Lot under this License subject to the notification, insurance, indemnification, and other terms and conditions of this License. Licensee may not allow any other third parties to use the Parking Lot without Licensor's prior written approval. 7. UTILITIES: Licensor may invoice Licensee for the electricity charges for the lights on the Parking Lot for the nights it is used for special events in the Botanic Garden, based upon a prorata calculation of the monthly electricity charges for the Parking Lot charged by the utility provider. Licensee shall pay Licensor for any such invoiced amount within thirty (30) days of receipt. Licensor has no responsibility to Licensee or to any party claiming under Licensee for any interruption in electricity services to the Parking Lot. 8. COMPLIANCE WITH LAW: All uses of the Parking 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,or destruction of vehicles or any other property of Licensee, the sponsors of any special event in the Botanic Garden, or their respective employees, agents, volunteers, invitees, contractors, and subcontractors, even if the damage is alleged to arise out of some condition on the Parking Lot. z �'i JL5�1 p!i . STOCK SHOW LICENSE TO CITY FOR EVENT PARKING.DOC � � 10. INDEMNIFICATION: Licensee must include the following language in each agreement it enters into with any sponsor of a special event in the Botanic Garden that allows the use of the Parking Lot: [Event Sponsor] shall indemnify, defend, and hold harmless the City of Fort Worth, Southwestern Exposition and Livestock Show, Event Facilities Fort Worth,Inc.and any and all parties claiming by,through,or under those entities (collectively, "Indemnified Parties") from and against, any and all liabilities, losses, damages, costs, expenses (including, without limitation, court costs, reasonable attorneys' fees, and expenses), causes of action, suits, claims, demands, or judgments, of any nature, whether foreseen or unforeseen, ordinary or extraordinary (collectively, "Claims"), arising or alleged to arise from or in connection with any injury to or death of any person or any damage to or loss of vehicles or any other property of[Event Sponsor], its employees, agents,volunteers,invitees,contractors,and subcontractors,or any other third party on or about the Parking Lot arising out of or connected with [Event Sponsor's]use of the Parking Lot or in connection with or arising out of[Event Sponsor's]obligations under this agreement,even if such Claims result from or are claimed to have resulted from the concurrent negligence of the Indemnified Parties. At least ten days prior to any entry onto the Parking Lot for each special event use, Licensee shall furnish Licensor with a copy of its agreement with the special event sponsor showing the inclusion of the indemnification provision provided above. 11. INSURANCE: Licensee must include the following language in each agreement it enters into with any sponsor of a special event in the Botanic Garden that allows the use of the Parking Lot: [Event Sponsor] shall, at its sole expense, maintain in effect at all times during the term of this special event agreement the following insurance coverages from insurance companies licensed to do business in the State of Texas covering[Event Sponsor] for its operations on, in, or about the Parking Lot with limits not less than the following: Coverage Limits (a) Workers' Compensation Policy Workers' Compensation Statutory Limits Employer's Liability $500,000 This policy must include a Waiver of Subrogation in favor of the City of Fort Worth, Southwestern Exposition and Livestock Show, and Event Facilities Fort Worth, Inc. -'----- - - , STOCK SHOW LICENSE TO CITY FOR EVENT PARKING.DOC (b) Commercial General Liability Policy Bodily Injury/Property Damage $1,000,000 combined single limit $1,000,000 aggregate This policy shall include broad form contractual coverage and must name the City of Fort Worth, Southwestern Exposition and Livestock Show,and Event Facilities Fort Worth, Inc. as additional insured parties. This policy shall be primary insurance to Licensor as respects any other insurance carried by Licensor. At least ten days prior to any entry onto the Parking Lot for each special event use,Licensee shall require the special event sponsor to furnish Licensor with certificates of insurance evidencing these coverages and the waiver and naming the City of Fort Worth,Southwestern Exposition and Livestock Show, and Event Facilities Fort Worth,Inc. as additional insured parties. 12. DISCLAIMER: Licensee has had the opportunity to make inspections of the Parking 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 Parking 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 PARKING LOT. 13. EVENT OF DEFAULT: 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. 14. 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. 15. 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 15,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: 4 STOCK SHOW LICENSE TO CITY FOR EVENT PARKING.DOC "✓I,. N If to Licensee: City of Fort Worth Parks and Community Services Director 4200 South Freeway, Suite 2200 Fort Worth, Texas 76115 Telephone: 817-871-5704 Telecopy: 817-871-5724 with a copy to: Sarah Fullenwider Assistant City Attorney City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 If to Licensor: Southwestern Exposition and Livestock Show Post Office Box 150 Fort Worth Texas 76101-0150 Attention: W. R, Watt, Jr. Telephone: 817-877-2400 Telecopy: 817-877-2499 or for delivery: 3400 Burnett Tandy Road Will Rogers Memorial Center Fort Worth, Texas 76107 Attention: W. R. Watt, Jr. 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. 16. BINDING: Subject to the provisions of Section 6,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. 17. ENTIRE AGREEMENT: This License contains the entire agreement of the parties with respect to the License of the Parking 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. 5 STOCK SHOW LICENSE TO CITY FOR EVENT PARKING.DOC 18. 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. 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: SOUTHWESTERN EXPOSITION AND CITY OF FORT WORTH,TEXAS LIVESTOCK SHOW, a Texas non-profit corporation By:_ hm By: W. R. `Watt, Jr., Presi nt Libby tson Assistant City Manager The undersigned owner of the Parking Lot consents to the above License: EVENT FACILITIES FORT WORTH,INC., a Texas non-profit corporation / 9 Name: Title: z/,17<-,v-/- APPROVED APPROVED AS TO FORM AND LEGALITY Da i Yett, City Attorney d� Sarah Fullenwider Assistant City Attorney c ATTEST: :antract Authorization SyINA Glover nate Acting City Secretary CCT J STOCK SHOW LICENSE TO CITY FOR EVENT PARKING.DOC GIS Basemap for BOTANIC GARDEN UNDEN - - �., - J. F , T y � l QLr Kyl R' 'liveyE x 1` Text s _ EL e - t1 ! PO r a c♦ %