HomeMy WebLinkAboutContract 49947 CITY SECRETARY � 'I
CONTRACT NO.- CI `�'�i
FOOD TRUCK LICENSE AGREEMENT
This License agreement("License") is made and entered into this, the 194day of NOV
' 2017 ("Effective Date"), by and between FTC Holdings, Inc. DBA Gepetto's
Pizza Truck ("Licensee"), and the City of Fort Worth, a Texas municipal corporation, acting by
and through its duly authorized Assistant City Manager, Jesus J. Chapa ("Licensor"). The term
"Licensee" shall include the agents, representatives, employees, and contractors of Licensee.
The term "Licensor" shall include the agents, representatives, and employees of Licensor.
SECTION 1. Licensed Premises. For and in consideration of the license payments to be paid
under this License, Licensor licenses to Licensee and Licensee licenses from Licensor space on
City property as authorized by City staff.
SECTION 2. Use of premises. The Licensed Premises shall be used by Licensee to provide
food and beverage services to employees and visitors to the city facilities through the use of a
Mobile Vending Unit. All food must be made-to-order and freshly prepared on the Licensed
Premises. Licensee is designated as the responsible party to coordinate the use of the
Licensed Premises shown in Exhibit "A" and for only those days and times included in
Exhibit A. Licensee shall work closely with Licensor's staff, but shall coordinate the use of
the Licensed Premises shown in Exhibit A with all other vendors who have entered into a
Food Truck License Agreement with the Licensor. Licensee shall ensure that only one
Mobile Vending Unit is present at any given time on the Licensed Premises shown in Exhibit A.
Licensee will rotate the use of the Licensed Premises shown in Exhibit A between all vendors
who have entered into a Food Truck License Agreement with Licensor. Preferential treatment
may be given to vendors that are Blue Zone approved. Licensor reserves the right to require
Licensee make changes to scheduling, and Licensee shall make any requested changes promptly.
Licensor will maintain a list of all vendors who have entered into a Food Truck License
Agreement with Licensor. Licensor's staff may contact any vendor on this list and coordinate
the use of Mobile Vending Units at any other Licensed Premises not included in Exhibit A.
SECTION 3. Term.
(a) The initial Term of this License shall be from the effective date and ending on
2018 unless a prior termination is effected by either Licensor or Licensee under the
termination provisions of this License.
(b) This License may be renewed for four (4) additional one (1) year Terms upon mutual
agreement between the parties.
(c) Licensee acknowledges that this License provides no guarantee of future license or a
certain amount of business.
(d) Licensee agrees that Licensor, in its sole discretion, shall have the right to tow any of
Licensee's property ("Property"), including its Mobile Vending Unit or other related
equipment, left on the Licensed Premises beyond any term of this License or remaining
1 a e�� �2 the Licensed Premises beyond the time restrictions outlined in Exhibit A of this
c se or in violation of an direction from City staff to leave the Licensed Premises.
S ost of towing shall be borne by Licensee and not recoverable against Licensor.
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OFFICIAL RECORD
`y6 � c�S�cQ U Agreement between CFW and FTC Holdings,Inc.(C)06/14/2017 CITY SEC*NTW
FT.WORTH,TX
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SECTION 4. License Fee. Licensee shall pay Licensor an annual license fee in the amount of
$120.00 per Term. All license payments shall be payable to Licensor at the location of notice set
forth in Section 16 of this License. The license fee payment shall be made to the Licensor on the
first day of the Term.
SECTION 5. Utilities. Licensee agrees that it will be responsible for providing all utilities to
service its Property on the Licensed Premises and shall not use any utilities belonging to
Licensor during the terms of this License.
SECTION 6. Maintenance.
(a) Licensor will maintain the Licensed Premises in its existing condition. Licensee shall
allow Licensor to use the Licensed Premises to provide maintenance as needed without
any requirement that Licensor provide notice to Licensee.
(b) Licensee shall not damage the Licensed Premises in any way. If any damage occurs to
the Licensed Premises, Licensor may make the repairs and bill Licensee for such costs of
repairs. If Licensee fails to pay the billed amount, Licensor may take action against
Licensee to collect the amount due.
(c) Licensee shall not leave its Property on the Licensed Premises longer than authorized
under Section 2 and Exhibit A of this License or as allowed by City staff in writing.
Licensee is responsible for the security of the Licensed Premises and any of Licensee's
Property during the License. Licensor, in any event, shall have no liability hereunder for
any theft,burglary, or other breach of securing Licensee's property under this License.
(d) Licensee shall keep the Licensed Premises in good, clean, attractive, and sanitary
condition in compliance with all applicable health ordinances and regulatory provisions.
SECTION 7. Insurance. Licensee agrees to insure the Licensed Premises. Such insurance
shall provide protection for liability, fire and casualty, and property damage for the property
owned by the Licensor, situated at, and including, the Licensed Premises. The Licensee shall
carry the following insurance coverage with a company that is licensed to do business in Texas
or otherwise approved by the City:
1. Commercial General Liability
a. Combined limit of not less than $1,000,000 per occurrence or $2,000,000
aggregate.
b. Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance covering any vehicle used in providing services under
this License, including owned, non-owned, or hired vehicles, with a combined limit
of not less than $1,000,000 per occurrence.
3. If workers' compensation is applicable to Licensee's business, Statutory Workers'
Compensation and Employers' Liability Insurance requirements per the amount
required by statute.
License Agreement between CFW and FTC Holdings,Inc. (C)06/14/2017 Page 2 of 8
General Insurance Requirements:
1. All applicable policies shall name the Licensor as an additional insured thereon,
as its interests may appear. The term Licensor shall include its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
2. All applicable policies shall include a Waiver of Subrogation (Right of Recovery)
in favor of the City of Fort Worth.
3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to the Licensor. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the City Attorney at the same address.
4. The insurers for all policies must be licensed and/or approved to do business in
the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Licensor's Risk Management Office.
If the rating is below that required, written approval of Licensor's Risk Manager
is required.
5. Any failure on the part of the Licensor to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
6. Certificates of Insurance evidencing that the Licensee has obtained all required
insurance shall be delivered to and approved by the Licensor's Risk Management
Division prior to execution of this Agreement.
Licensor assumes no liability or financial obligation for the acquisition or maintenance of such
insurance; all costs incurred during the course of insuring the Licensed Premises shall be borne
solely by the Licensee.
Licensor is basically a self-funded entity and as such, generally, it does not maintain a
commercial liability insurance policy to cover premises liability. Damages for which Licensor
would ultimately be found liable would be paid directly and primarily by Licensor and not by a
commercial insurance company.
SECTION 8. Liability and Hold Harmless. LICENSEE COVENANTS AND AGREES
TO RELEASE, INDEMNIFY, HOLD HARMLESS AND DEFEND LICENSOR, ITS
OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY
AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE, PERSONAL INJURY, OR
ANY OTHER TYPE OF LOSS OR ADVERSE CONSEQUENCE RELATED IN ANY
WAY TO THE EXISTENCE OF THIS LICENSE OR THE USE OR OCCUPANCY OF
THE LICENSED PREMISES, REGARDLESS OF WHETHER THE ACT OR
OMISSION COMPLAINED OF RESULTS FROM THE ALLEGED NEGLIGENCE OR
ANY OTHER ACT OR OMISSION OF LICENSOR, LICENSEE, OR ANY THIRD
PARTY.
License Agreement between CFW and FTC Holdings,Inc.(C)06/14/2017 Page 3 of 8
SECTION 9. Fixtures and Improvements.
(a) Licensee herein agrees that it will not install any of its Property on the Licensed
Premises. Licensor shall reserve the right to remove any and all such Property
installed in violation of this section at any time during the Initial Term or any
Renewal Terms of this License, or subsequent to its termination by either party.
(b) Licensee may not paint, erect or display a sign, placard or lettering on the
Licensed Premises, except that Licensee may maintain its logo on the outside of
its Property while using the Licensed Premises.
SECTION 10. Default,Termination, Funding and Non-Appropriation.
(a) Licensor Default. A default by Licensor shall exist if Licensor breaches the
terms contained in this License. Upon a default by Licensor, Licensee, as its sole
remedy, may terminate this License. Upon termination of the License, Licensee
will shall not be entitled to any refund of the License Fee.
(b) Licensee Default. If Licensee defaults in the performance or observance of any
covenant or agreement of this License, which default is not cured within seven(7)
days after the giving of notice thereof by Licensor, then Licensor may, at
Licensor's option, either (i) terminate this License or (ii) cure the Licensee's
default. The cost of the cure of Licensee's default pursuant to this Section 10(b)
shall be payable by Licensee to Licensor within seven (7) days after written
demand therefor by Licensor. Such costs must be actually and reasonably
incurred and must not exceed the scope of the Licensee's default. Such costs must
be reasonably documented and copies of such documentation shall be delivered to
Licensee with the written demand for reimbursement. Nothing contained in this
Section 10(b) shall create or imply the existence of any obligation by Licensor to
cure any Licensee default.
(c) Termination. Licensor shall have the right to terminate this License at any time
for any reason by giving Licensee twenty-four (24) hours verbal notice. After
such verbal notice is given, Licensor will also provide written notice in
accordance with this License. If this License is terminated under this Section, or
as a result of the expiration of the Term, neither party shall have any further
obligation or liability to the other under this License. Licensor and Licensee shall
be bound by the terms, covenants and conditions expressed herein until Licensee
surrenders the Licensed Premises, regardless of whether the date of surrender
coincides with the date of termination of the License.
(c) Funding and Non-Appropriation. Licensor shall not be responsible to provide
any funding under this License. This License shall terminate in the event
Licensor's governing body fails to appropriate sufficient funds allowing Licensor
to satisfy obligations related to this License. Termination shall be effective as of
the last day of the fiscal period for which sufficient funds were appropriated or
upon expenditure of all appropriated funds, whichever comes first. Termination
License Agreement between CFW and FTC Holdings,Inc.(C)06/14/2017 Page 4 of 8
pursuant to this non-appropriation clause shall be without further penalty or
expense to either party.
SECTION 11. Damage or Destruction.
(a) Notice. If the Licensed Premises should be damaged or destroyed by fire, tornado, or
other casualty, Licensor shall promptly give written notice thereof to Licensee. Licensor,
in its sole discretion, will assess the damage and decide whether to allow Licensee to
continue use of the Licensed Premises under this License.
(b) No Refund of License Fee. License fee to be paid by Licensee under this License shall
not be refunded in the event the Licensed Premises are damaged or destroyed and
Licensor determines not to allow Licensee to use the Licensed Premises.
SECTION 12. Right of Inspection. Licensor reserves the right to enter upon the Licensed
Premises at all reasonable times for the purpose of inspecting the Licensed Premises, provided
that such entry does not conflict with Licensee's rights hereunder.
SECTION 13. Surrender of Licensed Premises. Upon the termination of this License for any
reason whatsoever, Licensee shall surrender possession of the Licensed Premises in the same
condition as the Licensed Premises were in upon delivery of possession under the License.
Licensee shall remove all its Property on or before the termination of the License; and Licensee
shall be responsible for repairing any damage to the Licensed Premises caused by the removal
such items.
SECTION 14. Acceptance of Licensed Premises. Licensee acknowledges that Licensee has
fully inspected the Licensed Premises, and on the basis of such inspection Licensee hereby
accepts the Licensed Premises as suitable for the purposes for which the same are license.
SECTION 15. Prohibition of Assignment or Sublicense. Licensee shall not assign or sublet
this License. Any attempted assigning or sublicense shall be null and void and not binding on
Licensor.
SECTION 16. Notices. Notices required to be made under this License shall be sent to the
following persons at the following addresses, provided, however, that each party reserves the
right to change its designated person for notice, upon written notice to the other party of such
change:
All notices to Licensee shall be sent to:
FTC Holdings, Inc. DBA Gepetto's Pizza Truck
13330 Noel Rd. Apt 1224
Dallas, TX 75240
License Agreement between CFW and FTC Holdings,Inc. (C)06/14/2017 Page 5 of 8
License payment to be made at:
City of Fort Worth
Attn: David Pierce
311 W. 10th Street
Fort Worth, TX 76102
All notices to Licensor shall be sent to:
City of Fort Worth
Attn: Lester England
Property Management
200 Texas Street
Fort Worth Texas 76102
With copy to:
City of Fort Worth
City Attorney's Office
Attn: Jessica Sangsvang
200 Texas Street
Fort Worth, Texas 76102
All time periods related to any notice requirements specified in the License shall commence
upon the terms specified in the section requiring the notice. The notice shall be deemed effective
when deposited in United States mail postage prepaid, certified mail, return receipt requested,
addressed to the other party as set forth above.
SECTION 17. Compliance to Laws. Licensee, at its expense, shall comply with all applicable
environmental, air quality, zoning, planning, building, health, labor, discrimination, fire, safety
and other governmental or regulatory laws, ordinances, codes and other requirements applicable
to the License Premises, including, without limitation, the Americans with Disabilities Act of
1990 (collectively, the 'Building Laws"). Prior to Licensee's occupancy of the Licensed
Premises, Licensee shall obtain certificates as may be required or customary evidencing
compliance with applicable codes. Licensee shall also obtain all permits or approvals necessary
for use of the License Premises for the intended purposes. Licensee shall cause the Licensed
Premises to be continuously in compliance with all codes or laws applicable to Licensee's use.
Nothing contained within this License shall be construed as Licensor's approval of Licensee
operating in violation of any Building Laws.
SECTION 18. Entire Agreement. This License shall constitute the entire agreement of the
Licensor and Licensee, and shall supersede any prior agreements, either oral or written,
pertaining to the Licensed Premises.
SECTION 19. Waivers. One or more waivers of any covenant, term, or condition of the
License by either Licensor or Licensee shall not be construed as a waiver of a subsequent breach
of the same covenant, term, or condition. The consent or approval by either Licensor or
License Agreement between CFW and FTC Holdings,Inc.(C)06/14/2017 Page 6 of 8
Licensee to or of any act by the other party requiring such consent or approval shall not be
deemed a waiver or render unnecessary consent to or approval of any subsequent similar act.
SECTION 20. Choice of Law and Venue. This License and the relationship created hereby
shall be governed by the laws of the State of Texas. Venue for any action brought to interpret or
enforce the terms of the License or for any breach shall be in Tarrant County, Texas.
SECTION 21. Invalidity of Particular Provisions. If any provision of this License is or
becomes illegal or unenforceable because of present or future laws or any rule or regulation of
any governmental entity, the remaining parts of this License will not be affected.
SECTION 22. Governmental Powers. It is understood that by execution of this License,
Licensor does not waive or surrender any of it governmental powers.
SECTION 23. Right to Audit. Licensee agrees that the Licensor shall, until the expiration of
three (3) years after final payment under this License, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers and records of the Licensee
involving transactions relating to this Agreement at no additional cost to the Licensor. Licensee
agrees that the Licensor shall have access during normal working hours to all necessary Licensee
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section. Licensor shall give Licensee not less than ten
(10) days written notice of any intended audits.
IN WITNESS WHEREOF, the parties have executed this License to be effective as of the
Effective Date above.
Licens Licenso•• ,ITY OF F V� ORTH
By: By
esus J. Chapa
Name: FTC Holdings, INC Assistant City Manager
By: Chuck Briant
President
APPROVED AS TO FORM AND
LEGALITY:
M&C: LA
1295:
Jessica Sgsvang
A by Assistant ity Attorney 11
ORT F Form 1295:Not applicable
` ?;—j ATTEST:
Allison Tidwoll,Assistwt to
* By:
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OFFICIAL RECORD
License Agreement between CFW and FTC Holdings,Inc. (C)0 / §ECRETARY Page 7 of 8
FT. WOR'T'H$ TX
Mary Kayser,City Secretary
CONTRACT COMPLIANCE
MANAGER:
By signing, I acknowledge that I am the
person responsible
for the monitoring and administration of this
contract, including
ensuring all performance and reporting
requirements.
Name:.,f 6b;us�-.Irr•
Title: EA. L. UA
OFFICIAL RECORD
License Agreement between CFW and FTC Holdings,Inc. (C)06/14/ ATY SECRETARY Page 8 of 8
FT.WORTH,TX
EXHIBIT A
Regularly Scheduled use location.
City Hall Horseshoe-Days for regular use is Wednesday - Friday.
Only one vendor allowed.
Allowed time is 11 :00am to 2:00pm.
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Copyright 2017 City of Fort Worth. Unauthorized reproduction is a violation of
applicable laws.This product is for informational purposes and may not have been
Feet • , i A4 1 prepared for or be suitable for legal,engineering, or surveying purposes_It does not
represent an on-the ground survey and represents only the approximate relative
Sn 200 location of property boundaries The City of Fort Worth assumes no responsibility for
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