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HomeMy WebLinkAboutContract 48630 CITY SECRETARY L 3 CONTRACT NO. LICENSE AGREEMENT This License Agreement ("License") is executed to be effective as of the � day of C-e,b . , 2017 ("Effective Date"), by and between EVENT FACILITIES FORT WORTH, INC., a Texas non-profit corporation ("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 ("Stock Show"), is the owner of those certain surface parking lots located south of the Will Rogers Memorial Complex ("WRMC") on Trail Drive in Fort Worth, Tarrant County, Texas, these parking lots being depicted on Exhibit"A"attached hereto and incorporated herein("Parking Lots'). B. The primary use of the Parking Lots is for parking for patrons and horse and livestock trailers for events ("Events") conducted at the WRMC, and the Parking Lots are presently leased to the Stock Show. C. Licensee owns and operates the WRMC, which is a multi-purpose entertainment complex located adjacent to the Parking Lots at 3401 W.Lancaster Avenue in Fort Worth,Tarrant County, Texas. D. Pursuant to that certain Master Agreement Regarding Multipurpose Arena and Adjacent Support Facilities dated effective November 11,2015, by and between Licensor and Licensee,Licensor is constructing the publicly-owned Fort Worth Multipurpose Arena & Livestock Support Facility, located near the intersection of Harley Avenue and Gendy Street, in Fort Worth, Tarrant County, Texas ("Arena Complex"). E. As Licensee's current parking will be disrupted by Licensor's construction of the Arena Complex,Licensee desires to license the Parking Lots during the Term or Extension Term of this License for the purpose of providing vehicular,RV,trailer,bus,and/or horse/livestock trailer parking to participants and attendees of Events at the WRMC or FWCC F. To accommodate Licensee during Licensor's construction of the Arena Complex,Licensor is willing to license the Parking Lots 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,bus,trailer, horse/livestock trailer, and vehicular parking for Events during the Term or Extension Term of this License,to the extent Licensee's use does not interfere with Licensor's use of the Parking Lots for the Stock Show and other Events. AGREEMENT In consideration of the mutual covenants contained in this License,and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, Licensor and Licensee agree as follows: 1. License Granted. Licensor grants to Licensee,subject to the terms of this License,a non- exclusive license to use(i) approximately 1240 automobile parking spaces,being a portion of the Parking Lots designated as "General Parking"on Exhibit"B"attached hereto, and(ii)approximately 78 RV and horse/livestock trailer parking spaces, being a portion of the Parking Lots designated as "RV Parking"on Exhibit`B" attached hereto, for use by participants and attendees of Events at the WRMC (collectively, the"Licensed Area"). Licensee's use of the Licensed Area is subject to the rules and procedures set forth in Exhibit"C"attached hereto and incorporated herein(the"Parking Lot Rules&Procedures"). Licensee is responsible for notifying all employees,contractors,attendees,visitors,users and invitees of the Parking Lot Rules. Executing this License does not obligate Licensor to permit Licensee future use of the Licensed Area beyond the Term(as defined below). Parties understand that the WRMC Staff will first attempt to fill EFFW and CFW License Agreement Execution Copy 2/3/17 1 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX available parking assets within the WRMC Campus to the extent possible, recognizing that the event parking needs at the WRMC will change on a regular basis.Parties agree that EFFW will allow construction parking, in"LOT B"as outlined in Exhibit"B". 2. Term. The term of this License commences at 12:00 a.m. on February 6, 2017, and continues for a period of eleven (11)months and four(4)days to expire at 11:59 p.m. on January 8, 2018 ("Term"). Thereafter, subject to the rights of termination provided herein, and so long as Licensee is continuing to use the Licensed Area in accordance with the terms and conditions of this License,the Term will automatically extend for two(2)additional terms(each an"Extension Term")as set forth below: First Extension Term February 5,2018—January 14,2019 Second Extension Term February 11,2019—November 1,2019 Throughout the Term of this License (as extended by the Extension Terms set forth above) either party has the right to terminate this License for no reason at all upon thirty(30)days' written notice to the other party. Notwithstanding anything in this License to the contrary, this License shall automatically terminate upon the earlier of(i)the full implementation of a long-term parking agreement between Licensor and Licensee, or(ii)the completion of the Arena Complex. 3. Licensee Fee. Licensee shall pay Licensor a license fee of$80,000.00 per Term (the "License Fee")for the license to use the Licensed Area,payable upon the execution of this License in lawful money of the United States. Licensee shall pay Licensor the License Fee for any Extension Term annually in advance on the first day of the applicable Extension Term in lawful money of the United States. The License Fee is subject to escalation as set forth in Paragraph 4 below. If this License is terminated during the Term or Extension Term, any unused License Fee shall be rebated to Licensee on a pro-rated basis for the partial Term or Extension Term. 4. Utilities. Licensor shall provide electrical, water, and sewer utility service to the Parking Lots.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 Licensed Area. If at any time during the Term or Extension Term the amounts charged to Licensor by any private or public entity furnishing electricity, water, and/or sewer utility service to the Licensed Area(the "Utility Costs") exceeds the 2016 month by month Utility Costs charged for the Licensed Area,Licensee will be billed for such overages. Licensor will provide quarterly updates of the utilities along with historic data and the License Fee shall be adjusted by an amount equal to the increased Utility Costs in excess of the Utility Costs as of the Effective Date which will be billed at the end of each Term or Extension Term. 5. Revenue for Parking Fees. Licensee shall be entitled to 100% of the gross revenue generated by parking fees collected for the Licensed Area during the Term or Extension Term. For purposes of this License, "gross revenue" shall mean the total amount of money collected by the Licensee or any agent,employee,or subcontractor of the Licensee from parking fees on the Licensed Area during the Term or Extension Term minus any and all local, state, and federal taxes.Notwithstanding the foregoing,during the term of any permitted Sublicense(pursuant to Paragraph 11 below),Licensor shall be entitled to 100% of the gross revenue generated by parking fees collected for the portions of the Parking Lots utilized during the term of the Sublicense. 6. Alterations and Permitted Improvements. Licensee may not make any alterations or improvements to the Parking Lots without the prior written consent of Licensor. 7. Maintenance. Licensee shall be responsible for trash pick-up and removal in the Licensed Area during the Term or Extension Term. Licensee or Licensee's contractor must also repair any damage to the Licensed Area (including, but not limited to, landscaping, benches, bollards, paving, and RV EFFW and CFW License Agreement Execution Copy 2/3/17 2 hookups) caused by any use under this License to a condition similar to that which existed prior to the damage. 8. Lot Security. Licensee shall provide a staff person to monitor, open, and close the Licensed Area during the Term or Extension Term. Licensee shall be solely responsible for management and security of the Licensed Area 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 Licensed Area at Licensee's expense should circumstances require. 9. Management of the Lots. Licensee,through its Public Events Department, shall manage and operate the Licensed Area during the Term or Extension 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 Parking Lots during the Term or Extension 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 Licensed Area 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 Licensed Area to another of Licensee's departments without the prior written consent of Licensor,Licensor may immediately terminate this License with no obligation to provide any prior written notice. 10. Rights Reserved by Licensor. Licensor reserves for itself the right to use the Parking Lots for construction staging and construction parking in support of Licensor's construction of the Arena Complex, in the area designated in exhibit B. Licensor and Licensee shall coordinate to minimize the impact of Licensor's construction-related use of the Parking Lots on the use of the Licensed Area during Events. 11. Sublicense. Throughout the Term or Extension Term of this License, Licensor, upon written consent of Licensee(such consent not to be unreasonably withheld,conditioned,or delayed),may license (the"Sublicense")all or any portion of the Parking Lots (including the Licensed Area) to a third party (the "Sublicensee") for use by participants and attendees of major events in the City. Licensor and Licensee shall coordinate to minimize the impact of a Licensor's Sublicense on the use of the Licensed areas during Events at WRMC. During the term of any such Sublicense,Licensor shall be entitled to 100% of the gross revenue generated by parking fees collected for the portions of the Parking Lots utilized during the term of the Sublicense. 12. Compliance with Law. All uses of the Licensed Area under this License must be in accordance with all applicable laws,rules,regulations,ordinances,and restrictions in effect during the Term or Extension Term. 13. 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 Licensed Area, 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 Licensed Area. 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. 14. 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 Licensed Area during the Term or Extension Term to provide Licensor with a certificate of insurance EFFW and CFW License Agreement Execution Copy 2/3/17 3 evidencing that the Commercial General Liability insurance that the parking management company is required by Licensee to carry has been endorsed to include Licensor and Southwestern Exposition and Livestock Show as additional insured parties. 15. Disclaimer. Licensee has had the opportunity to make inspections of the Licensed Area. 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 Licensed Area. 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 LOTS. 16. 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,the parties have the right to terminate this License during the Term or Extension Term for no reason at all by giving the other party thirty (30) days' written notice. At the expiration or termination of the Term or Extension Term,Licensee must return the Licensed Premises to Licensor in the same condition as existed at the commencement of the Term or Extension Term. 17. Relationship. Neither Licensor nor Licensee shall be construed,by virtue of this License, to be the agent, partner,joint venture, or associate of the other. 18. 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 16,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 1201 Houston St Fort Worth,Texas 76102 Telephone: 817-392-2501 with a copy to: City Attorney City of Fort Worth 200 Texas 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 EFFW and CFW License Agreement Execution Copy 2/3/17 4 Telephone: 817-717-4260 e-mail: mgroomer@effw.org 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. 19. 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. 20. 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. 21. 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. 22. 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. 23. Governmental Powers. It is understood that by execution of this License, the Licensee does not waive or surrender any of its governmental powers or immunities. 24. 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. 25. Force Maieure. 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. 26. 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. 27. 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 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 $100,000.00 will be subject to Fort Worth City Council approval prior to any payment being rendered. EFFW and CFW License Agreement Execution Copy 2/3/17 5 Executed by Licensor and Licensee in multiple counterparts, each of which shall be deemed an original, as of the Effective Date. LICENSOR: LICENSEE: EVENT FACILITIES FORT WORTH,INC., CITY OF FORT WORTH,TEXAS a Texas non-pro co r oration By: By: ti Mike Groom r Name: S san Tanis CEO,and President Title: A t City Manager RECOMMENDED By: Kirk N. ughter Director of Public Events APPROVED AS TO FORM AND LEGALITY: By: Jessic angsvang Assistant City Attorney II rm 1295: Not required EST: * :2 May e AS Cit cretary NO M&C REQUIRED CONTRACT COMPLIANCE MANAGER: By signing,I acknowledge that I am the person responsible for the monitoring and administration of OFFICIAL RECORD this contract,including ensuring all performance and CITY SECRETARY reporting requirements. FT.woRTH,TX Name: mes Horner Title: tblic Events Assistant Director EFFW and CFW License Agreement Execution Copy 2/3/17 6 EXHIBIT"A" PARKING LOTS isur.li ( m,fil�Stllun�7un,uwu t — <+ gar HARLEY AVENUE •-~•� /;�',;.J/��f/J`�(`�� •�"" ,1 i� 111}1{11111 Y C t t V If}IliltT'Uri�{Illf�: � ,. i, �Ilillllllll l _ e°"'4lfhtan't"'nI1N d"dam -44, nl 1'� iNINHIN} J � � ,,; tlli�44!•,;;,curt tl�Nilrrr`„ c� � � _� tAFAYEnE i ('111111110 F (lnlr ;tI1Ggltl: '1"fiftlt,nmt1ile. _ _1- �t I:IIIIIIIIII 3' S � tm,RR,:rn101,ttm I+p,,,;11Hntlltl a�' �i - L E1fIN1NHi ct rl 1 un; T J ;_ mulilli l , - 1 r )1 to L f -,Nlir<11N1 f�(ftmu't'itllntP� �/ t� ! 1)= f Will � till ...Icl ttlue:,tcrr rlltw �. nextEgau.n .........iunt / fl r I� ttultlls '/ '��l �1 28 :2 BYERS nut uuw {4` z '; •��rdilP ru;tdrli uuu) , gt"tr, 'yruuturnnllliutt, utpu, LINOEld - Ilt Jim r COWNW001 ELCAMPO — �+ -7, n'< - _ rn WRMC OVERALL CAMPUS i EFFW and CFW License Agreement Execution Copy 2/3/17 Exhibit"A" EXHIBIT"B" LICENSED AREA d t� -s; Yej 1 t,tr�,xclyr' :+tail , � 9t 'ill, 9I . ;t �^ st €1'i� �i ita�'a // � j g C7t?(ttYC� k< i Itg 4d(t� h t + t t ew'ifS Gc3t1mC X),' y i l i it+GCIIF?f" it ... '...• !� 74 WRMC OVERALL CAMPUS � EFFW and CFW License Agreement Execution Copy 2/3/17 Exhibit`B" EXHIBIT"C" PARKING LOT RULES&PROCEDURES 1. Parking lots are designated for inotor vehicle,RV, bus and trailer parking only. 2. All General Parking and RV Parking sites are available on a first come,first served basis unless otherwise directed by the operator.No In and Out Privileges for RVs 3. 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. 4. No Parking on sidewalks or drive lanes. 5. No solicitation, sales(for sale signs),or literature distribution allowed anywhere in or around the General Parking and RV Parking Sites. 6. Unruly or boisterous behavior will be grounds for immediate ejection from the General Parking and RV Parking Site—NO REFUNDS. 7. The City of Fort Worth nor the Licensor is responsible for fire,theft, injury or loss of personal property. 8. No consumption of alcoholic beverages. 9. Cooking-No cooking or tailgating in the General Parking and RV Parking,except that cooking is allowed inside of the RV. 10. 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. 11. RV Parking Sites-Quiet time is from 10:00 PM to 7:00 AM. 12. RV Parking Sites- Do not run your generator while in the RV lot. 13. NO FREE ROAMING PETS. Pets MUST be on leashes or in pens. City ordinance requires pet owners to clean up after their pets. 14. Horses and/or livestock are not allowed in the General Parking or RV Parking areas except when overflow DAY HAULER parking may be required in the General Parking area. DAY HAULER parking is for exhibitors on site only for the day with vehicle and trailer connected and horses taken to and from the competition arena(s). 15. RV Parking Sites- Please keep the area around your space neat and clean. Trash and garbage must be placed in trash receptacles provided. 16. NO OPEN FIRES ARE ALLOWED, 17. RV Parking Sites-A numbered permit MUST be visible at all times in a main window of the RV. Failure to display, or using an expired permit, is subject to immediate disconnection of utilities, impoundment, and recovery of fees from the owner. 18. RV Parking Sites-The City of Fort Worth reserves the right to assign RV spaces to any or all guests entering the RV area. 19. 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 20. It is against city ordinance to openly dump gray/black water on the around or into storm drains. Violators will be prosecuted. 21. 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. 22. No washing of automobiles or RVs allowed. 23. 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. 24. Please observe a 5 MPH speed limit. 25. 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. EFFW and CFW License Agreement Execution Copy 2/3/17 Exhibit"C" 26. No parking on concrete or gravel walkways 27. Use of golf carts,bicycles or other such vehicles is at owners/operators sole risk 28. No tampering with electrical or RV equipment 29. No unauthorized vehicles,as determined by the City in its sole and absolute discretion. 30. No digging or staking of any kind. PARKING LOT PROCEDURES 1. The yellow Lots will be loaded starting with Lot D for recreational vehicles and/or trailers and move north to Lot C,then Lot A for trailers, buses and/or cars as necessary to accommodate the needs for each event. 2. The Rockwood Lot will be promoted to all shows as a value price alternative and future parking solution. 3. When in use, all lots will be managed and staffed as necessary for most efficient utilization and operation. 4. The City and its Operator will maximize use of available parking assets on campus. This will include parking south of the cattle barns and north of the Richardson-Bass Building. 5. If WRMC staff needs to park vehicles, trailers, buses or day-haulers in "Lot B" the designated construction area, it will be coordinated with sufficient notice with EFFW & Beck at the weekly OAC construction meeting. EFFW and CFW License Agreement Execution Copy 2/3/17 Exhibit"C"