HomeMy WebLinkAboutContract 50862 R
RECENED CITY SECRETARY,
SUN 3 201a CONTRACT NO.
� 5EcftzAaYH TEMPORARY LICENSE AGREEMENT
This Temporary License Agreement("Agreement') is entered into by and between the City of
Fort Worth, Texas, a home-rule municipal corporation of the State of Texas ("City"), and the
Southwestern Exposition and Livestock Show d/b/a Fort Worth Stock Show&Rodeo,a Texas non-profit
corporation acting by and through its duly authorized representative("Licensee'). City and Licensee are
referred to herein individually as a"Party"and collectively as the"Parties."
WHEREAS, the City owns a certain piece of property known as the Botanic Garden, located at
3220 Botanic Garden Boulevard,Fort Worth,Texas(`Botanic Garden');
WHEREAS, Licensee desires to use a portion of the parking lot at the Botanic Garden for
parking vehicles during the Southwestern Exposition and Livestock Show in exchange for Licensee
making improvements to the parking lot;
NOW, THEREFORE, in consideration of the covenants and agreement contained herein, City
and Licensee agree as follows:
1. License Granted. City hereby,grants to the Licensee a non-exclusive license to use a portion of
the Botanic Garden as set forth in more detail in Exhibit A, which is attached hereto and
incorporated herein by reference, and as agreed to by the parties in Section 4 ("Licensed
Premises'.
2. Consideration. In consideration of Licensee's use of the Licensed Premises, Licensee shall make
the improvements to the Botanic Garden parking lot identified in Exhibit "B." Said
improvements shall commence on November 13,2017 and be completed no later than December
8,2017.
3. Term.The Agreement shall be effective from November 13,2017 until December 8,2017 for the
construction of the parking lot improvements and frorn January 12,2018 to February 3, 2018 for
temporary parking ("Tenn"). This Agreement may be extended for four additional periods of
approximately three weeks in length for use of the Licensed Premises for temporary parking upon
written agreement executed by the Parties.
4. Use of the Licensed Premises. Licensee may use the Licensed Premises to make the
improvements and for temporary parking,but for no other purpose.
5. Termination. The City may terminate this Agreement,without cause, upon five(5) days written
notice to the Licensee or immediately upon a breach of this Agreement by the Licensee.
6. Use not Exclusive. This Agreement and all rights granted to Licensee herein are strictly non-
exclusive. The City reserves the right to enter into and grant other and future licenses,leases,and
other authorizations for use of the Botanic Garden to other pej sons and entities as the ity deems
OFFICIAL.RECORD
Temporary liceaue Agreement for Parking at the Botanic Garden CITY SECRETARYPage I of 10
Fort worth Stock Show&Rodeo FT,WORTH,TX
appropriate in accordance with applicable law. Licensee understands that the City has entered
into an agreement with Christ Chapel Bible Church for use of the Licensed Premises during the
Term of this Agreement. Licensee's use of the Licensed Premises shall be on a first come, first
served basis with Christ Chapel Bible Church and any other entity which the City contracts with
or any patron of the Botanic Garden. This Agreement does not establish any priority for the use
of the Park by Licensee or by any present or future licensees or other permit holders. In the event
of any dispute as to the priority of use of the Licensed Premises,the first priority shall be to the
public generally, the second priority to the City in the performance of its various functions, and
thereafter, as between licensees and other permit holders, as determined by the City in the
exercise of its powers, including the police power and other powers reserved to and conferred on
it by the State of Texas.
7. Liability. Licensee covenants and agrees to release City, its officers, agents, representatives,
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 Agreement or the use and occupancy of the Licensed Premises. Furthermore,
City shall not be liable to Licensee for any damage or theft of Licensee's vehicles, equipment,
facilities,or other contents.
8. Restoration of the Park Licensee further agrees that, if during the course of the exercise of its
rights under this Agreement, damages result to the Licensed Premises, the Park, or City's park
facilities, as determined by the Director in his sole and absolute discretion, Licensee shall repair
or restore the same to a condition satisfactory to the Director during the term of this Agreement.
If Licensee fails to complete all repairs and restoration to the Park prior to the expiration of the
Term, City may, in its discretion, perform all such repairs and restoration on behalf of the
Licensee. In this event, Licensee will reimburse the City for the costs of such repairs and
restoration,and such reimbursement will be due immediately upon written request of the City.
9. INDEMNIFICATION. LICENSEE AGREES TO AND DOES HEREBY DEFEND,
INDEMNIFY AND HOLD HARMLESS THE CITY, AND ITS OFFICERS, AGENTS,
REPRESENTATIVES, AND EMPLOYEES FROM AND AGAINST ANY AND ALL
CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND,
INCLUDING,BUT NOT LPAITED TO,THOSE FOR PROPERTY DATMAGE OR LOSS,
AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, THAT
MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY () LICENSEE'S USE
OF THE LICENSED PREMISES AND THE PARK,(ii)LICENSEE'S BREACH OF ANY
OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, OR (iii) ANY ACT OR
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Fort Worth Stock Show&Rodeo
OMISSION OF LICENSEE OR ITS OFFICERS, AGENTS, REPRESENTATIVES,
EMPLOYEES, CONTRACTORS, AND SUBCONTRACTORS, RELATED TO THIS
AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE OF THIS
AGREEMENT, WHETHER OR NOT CAUSED IN PART BY THE NEGLIGENCE OF
THE OFFICERS AGENTS REPRESENTATIVES OR EMPLOYEES OF THE CITY.
10. Compliance with Laws. Licensee shall, at its own cost and expense, comply with all applicable
laws, including, but not limited to, existing zoning ordinances, governmental rules and
regulations enacted or promulgated by any governmental authority and shall promptly execute
and fulfill all orders and requirements imposed by such governmental entities for the correction,
prevention and abatement of nuisances in or upon or connected with said premises because of
Licensee's use thereof.
11. Insurance. Licensee shall carry insurance as set out in Exhibit C, which is attached hereto and
incorporated herein for all purpose.
12. Notice. All notices required or permitted under this Agreement shall be conclusively determined
to have been delivered when(i)hand-delivered to the other party, its agent, employee, servant, or
representative, or (ii) received by the other party by reliable overnight courier or United States
Mail, postage prepaid, return receipt requested, at the address stated below or to such other
address as one party may from time to time notify the other in writing.
To THE CITY: To LICENSEE:
Director President and General Manager
Park and Recreation Department Southwestern Exposition and Livestock Show
City of Fort Worth 3400 Tandy Burnett Drive
4200 South Freeway,Suite 2200 Fort Worth,Texas,76107
Fort Worth,Texas 76115
With copies to:
Department of Law
City of Fort Worth
Attn: City Attorney
200 Texas Street
Fort Worth,Texas 76102
City Manager's Office
City of Fort Worth
200 Texas Street
Fort Worth,Texas 76102
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13. Public Safetv. Licensee shall be solely responsible for initiating,maintaining,and supervising all
safety precautions and programs in connection with the Licensee's use of the Licensed Premises.
14. Hazardous Materials. Under no circumstances will the Licensee use or cause to be used on the
Licensed Premises any hazardous or toxic substances or materials, or intentionally or knowingly
store or dispose of any such substances or materials on the Licensed Premises.
15. Force Majeure. If either party is unable,either in whole or part,to fulfill its obligations under this
Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public
enemies;wars;blockades; insurrections; riots; epidemics;public health crises; earthquakes; fires;
floods; restraints or prohibitions by any court, board, department, commission, or agency of the
United States or of any state; declaration of a state of disaster or of emergency by the federal,
state, county, or City government in accordance with applicable law; issuance of an Imminent
Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or
any equivalent alert system that may be instituted by any agency of the United States;any arrests
and restraints; civil disturbances; or explosions; or some other reason beyond the party's
reasonable control (collectively, "Force Majeure Event', the obligations so affected by such
Force Majeure Event will be suspended only during the continuance of such event. If a Force
Majeure Event occurs, the City may, in its sole discretion, close or postpone the opening of its
community centers, parks, or other City-owned and operated properties and facilities in the
interest of public safety and operate them as the City sees fit.
16. Choice of Law, Venue. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas. If any action,whether real or asserted, at law or in equity, arises
on the basis of any provision of this Agreement, venue for such action shall lie in state courts
located in Tarrant County, Texas,or the United States District Court for the Northern District of
Texas-Fort Worth Division.
17. Binding Effect. The terms and provisions of this Agreement shall inure to the benefit of and be
binding upon City and Licensee and their respective successors and assigns and shall be
covenants running with the land.
18. Entire Agreement. This Agreement contains all of the agreements between the parties respecting
the subject matter hereof,and no prior representations or statements,verbal or written,have been
made modifying,adding to,or changing the terms of this instrument.
19. No Waiver of Immunity. Nothing herein shall be deemed to limit or waive the sovereign or
governmental immunity of the City.
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Fort Worth Stock Show&Rodeo
20. Assignment. This Agreement, in whole or in part, is not assignable by either party, without the
express written consent of the other party. Any attempt to assign this Agreement without the
required consent is void and without force and effect.
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Fort Worth Stock Show&Rodeo
By executing this Agreement, Licensee agrees to and accepts the terms, conditions and provision
contained herein. This agreement is effective on the dates specified in Section 3 above.
CITY OF FORT WORTH: LICENSEE:
Southwestern Exposition and Livestock Show
d/b/a Foot Worth Stock Show&Rodeo
4
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gsa a Twatac$o 6,0 0'a Bradford S. arnes
Assistant City Manager President and General Manager
Date: l A8I8 Date:
Recommended:
Ri hard Zavala
D• for of Park and Recreation
APPROVED AS TO FORM&LEGALITY AT
Richard A. McCracken J. Kayser
Assistant City Attorney City Secretary
Contract Authorization:
No M&C Required
Form 1295:N/A 0
* �S
Contract Compliance Manager: '
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including �XAS
ensuring all performance and reporting requirements.
Name: ob Byers OFFICIAL RECORD
Title: Garden Director CITY SECRETARY
Ft Wow"t 7X
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Fort Worth Stock Show&Rodeo
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Exhibit B
Improvements
Site Preparation Provided by Fort Worth Botanic Garden:
Botanic Garden staff are responsible, at the City's expense, for:
• Checking and assuring live power to existing light poles and adequate power supply
• Pruning brush and weeds from the site perimeter
• Removing all large debris and litter as required to provide clear access to the area to be
improved.
Improvements Provided by Licensee:
The Southwest Exposition and Livestock Show will provide, at their own expense,the following
improvements:
• Provide engineering drawings for a revised,more efficient parking layout
• Clean and check existing asphalt paving
• Reseal asphalt
• Replace existing lamp fixtures and bulbs on existing poles
• Adding power supply for supplemental lighting and power to entry monitor shed
• Layout new parking plan on site including new handicapped parking layout
• Restripe parking
• Place 44 wheel stops in the north and east perimeter parking spaces
• Remove and reposition handicapped signage and pavement markings
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Fort Worth Stock Show&Rodeo
Exhibit C
Insurance
1.01 Duty to Acquire and Maintain. Licensee shall ensure that a policy or policies of insurance are
procured and maintained at all times, in full force and effect, to provide coverage of the types and
amounts specified herein, naming the City as an additional insured as set forth herein, and covering all
public risks related to the use, occupancy, condition, maintenance, existence, or location of the Licensed
Premises. The insurance required hereunder may be met by a combination of self-insurance and primary
and excess policies.
1.02 Types and Amounts of Coverage Required
a. Commercial General Liability:
(1) $1,000,000.00 per occurrence, $2,000,000.00 aggregate, including coverage for
the following: (i) Premises Liability; (ii) independent contractors; (iii)
products/completed operations; (iv) personal injury; (v) contractual liability; (vi)
explosion, collapse, and underground property damage
b. Property Damage Liability:
(1) $1,000,000.00 per occurrence
C. Umbrella Policy
(1) $5,000,000.00
d. Environmental Impairment Liability(EJL)and Pollution Liability
(1) $2,000,000 per occurrence
(2) $5,000,000 aggregate
e. Automobile Liability:
(1) $1,000,000.00 Each accident on a combined single-limit basis
f. Worker's Compensation:
(1) As required by law
g. Employer's Liability:
(1) $1,000,000.00 per accident
1.03 Revisions to Required Coverage. At the reasonable recommendation of the City's Risk Manager,
the City may at any time revise insurance coverage requirements and limits required by this License.
Licensee agrees that within ten (10) days of receipt of written notice from the City, all such revisions
requested by the City will be implemented. The policy or policies of insurance shall be endorsed 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 the City.
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Fort worth Stock Show&Rodeo
1.04 Underwriters and Certificates. The insurers for all policies must be licensed and approved to do
business in the State of Texas. Except for workers' compensation, 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 Risk Management. If the rating is below that required, prior
written approval of the City's Risk Management Division is required. Within ten (10) business days
following execution of this License, Licensee shall ensure that City is furnished with certificates of
insurance signed by the respective companies as proof that the types and amounts of insurance coverage
required herein have been obtained. In addition, Licensee shall, on demand, provide the City with
evidence that it has maintained such coverage in full force and effect.
1.05 Deductibles. Deductible or self-insured retention limits on any line of coverage required herein
shall not exceed $25,000.00 in the annual aggregate unless the limit per occurrence or per line of
coverage,or aggregate is otherwise approved by the City.
1.06 No Limitation of Liability. The insurance requirements set forth in this section and any recovery
by the City of any sum by reason of any insurance policy required under this License shall in no way be
construed or affected to limit or in any way affect Licensee's liability to the City or other persons as
provided by this Agreement or law.
1.07 Umbrella or Excess Liability. If insurance policies are not written for specified coverage limits,
an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow
form of the primary coverage.
1.08 Additional Insured. The City, its officers, employees and volunteers shall be named as an
Additional Insured on the Automobile and Commercial General Liability policies.
1.09 Waiver of Subrogation. The insurance shall include a waiver of rights of recovery(subrogation)
in favor of the City of Fort Worth.
1.10 Copies of Policies and Endorsements. City shall be entitled, upon request and without expense,
to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion
or revision or modifications of particular policy terms, conditions, limitations, or exclusions in order to
comply with the requirements of this Agreement except where policy provisions are established by law or
regulations binding upon either of party or the underwriter on any such policies.
1.11 Certificate of Insurance. Licensee shall submit to the City a certificate of insurance evidencing
all required insurance coverage and any applicable endorsements.
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