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Home My WebLink AboutContract 35973 CITY SECRETARY CONTRACT NO. LICENSE AGREEMENT WITH ZAMBRANO WINE CELLAR OF FORT WORTH THIS AGREEMENT is made and entered into by and between the City of Fort Worth, a home rule municipal corporation situated in Tarrant, Denton, Parker and Wise Counties, Texas (hereinafter referred to as "City") acting by and through the Director of the Transportation and Public Works Department (hereinafter referred to as "Director") and Zambrano's Wine Cellar (hereinafter referred to as "Licensee" or "Zambrano's") acting through the Proprietor Cef Zambrano. SECTION 1. LICENSED PREMISES §1.01. In consideration of the mutual covenants and agreements of this License Agreement, and other good and valuable consideration City grants a license to Zambrano's to use and occupy the following described property (hererinafter known as the"Premises") for parking purposes: Texas Street lot, located on the south side of Texas street between Monroe and Jennings, Fort Worth, Texas, legally described on Exhibit"A" attached to this License Agreement and made a part of this Agreement for all purposes. §1.02. This License Agreement is subject to all existing easements for public roads, channels,highways,public utilities, railroads,pipelines and electrical transmission lines. SECTION 2. TERM §2.01. This License Agreement shall be for a portion of one day, beginning on October 13, 2007 at five o'clock in the evening and ending on October 13, 2007 at eleven o'clock in the night for the purpose of providing parking only for patrons of the Zambrano's grand opening(the "Event"). §2.02. This Agreement may be terminated for any reason or no reason by either party upon four(4)hours written notice to the other party §2.03 As consideration for this Agreement, Licensee covenants and agrees to pay to City, in advance of the commencement of the event, the sum of $1.50 per car for 71 spaces or$106.50. SECTION 3. EMERGENCY VEHICLE ACCESS §3.01 City, through its Manager, Transportation and Public Works Director, ; fire personnel and other designated representatives, has the right to enter any poi iiwA* U. t-�il Premises (without causing or constituting a termination of this License Agree e, °�� ' !F P� interference of the use by Zambrano's) for the purpose of maintaining the proper conduct and safety of persons using the Premises under the terms of this Agreement,provided this shall not authorize or empower City to assume liability for Zambrano's activities. SECTION 4. PROPERTY DAMAGE LIABILITYAND INDEMNIFICATION §4.01. In the event that any of the Premises owned by the City, such as utilities, equipment, etc are damaged or destroyed during Zambrano's' use of the Premises, due to the sole negligence or acts or omissions of Zambrano, Zambrano will be responsible for repairs or replacement. §4.02. City is not liable for any loss, damage, or injury of any kind to any person or property of any kind arising from the use of the Premises by Zambrano's (or any part of them), or caused by any defect in any building, structure, improvement, paving, equipment, building or facility on the Premises OR CAUSED BY OR ARISING FROM ANY ACT OR OMISSION OF ZAMBRANO'S, OR OF ANY OF ITS AGENTS, EMPLOYEES, LICENSEES, OR INVITEES, OR BY OR FROM ANY ACCIDENT, FIRE, OR OTHER CASUALTY ON THE LAND, OR BROUGHT ABOUT BY THE CITY'S FAILURE TO MAINTAIN THE LEASED PREMISES IN SAFE CONDITION. Each parry agrees to notify the other parry promptly upon the receipt of any claim or lawsuit brought in connection with any injury, death or damages on the Premises. Each party agrees to make its officers, agents, and employees available to the other parry at all reasonable times for any statements and case preparation necessary for the defense of any claims or litigation for which the parry may be responsible hereunder. 4.03 ZAMBRANO'S AGREES TO DEFEND, INDEMNIFYAND HOLD THE CITY, ITS OFFICERS,AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OFANYKIND, .INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTYDAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY, INCL UDING DEATH, THAT MAYRELATE TO, ARISE OUT OF OR BE OCCASIONED BY(ZAMBRANO'S'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF ZAMBRANO'S ITS OFFICERS, AGENTS,ASSOC)ATES, EMPLOYEES, CONTRACTORS(OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE EVENT OR THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH ZAMBRANO'S AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY INACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED ASA WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS. SECTION 5. FEDERAL, STATE, AND LOCAL LAWS §5.01. Zambrano's shall comply with all federal, state and local laws, rules and regulations as, well as with all regulations, restrictions and requirements of the police, fire and health departments now or hereafter in effect which are applicable to its operations. SECTION 6. FACILITY ALTERATIONS §6.01.Zambrano's shall not make or cause to be made any alterations, additions or improvements to the City parking lot without the prior written approval of the City. §6.02. Zambrano's agrees not to take any action that would result in the creation of any lien upon the City property. In the event that a lien is filed, Zambraro's will take all necessary steps to remove the lien within 10 days of its filing or receiving notice from the City, which ever is later. §6.03. Zambrano's agrees to use the City parking lot as is, Zambrano's of Fort Worth hereby agrees to be responsible for maintaining the parking lot in the condition in which it is given by CFW. SECTION 8. NOTICES §8.01. All notices required or permitted under this Agreement may be given to a party personally or by mail, addressed to such parry at the address stated below or to such other address as one party may from time to time notify the other in writing. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY City of Fort Worth Transportation and Public Works Department Attn. Peter Elliot 1000 Throckmorton Street Fort Worth,Texas 76102 With copy to: Benita Falls Harper Assistant City Attorney 1000 Throckmorton Street Fort Worth, Texas 76102 Zambrano's: Zambrano's Wine Cellar 910 Houston Street, Suite 110 Fort Worth Texas 76102. ARTICLE 9. GENERAL PROVISIONS §9.01. No Partnership or Joint Venture. Neither City nor Zambrano's shall be responsible under the Doctrine of Respondeat Superior for the acts and omissions of its officers, agents, servants, contractors, subcontractors, or employees. It is understood and agreed that the City is not involved as a party to any activities that may be carried on by Zambrano's pursuant to this Agreement. Zambrano's acknowledges itself solely responsible for such activities and for all persons and property involved or used in connection with Zambrano's use of the Premises. Provided,however,that no provision of this License Agreement shall operate or be construed as a waiver by either party of any immunity from liability which it has or could be asserted under the doctrine of governmental immunity or any other immunity which it has under law. §9.02. Force Majeure If use of the Premises or performing any other covenant or term is delayed by reason of war, civil commotion, act of God, governmental restrictions, regulations, or interference, fire or other casualty, or any other circumstances beyond the City's control or that of the party obligated or permitted under this Agreement to do or perform the term or covenant, regardless of whether the circumstance is similar to any of those enumerated or not, each party so delayed is excused from performance during the delay period. §9.03. No Waiver. No waiver by either party of any default or breach of any covenant or term of this Lease may be treated as a waiver of any subsequent default or breach of the same or any other covenant or term of this License Agreement regardless of when the breach occurred. §9.04. Subject to the limitations contained herein, the covenants, conditions and agreements made and entered into by the parties hereto are declared to be for the benefit of and binding upon their respective successors,representatives and assigns, if any. §9.05 It is agreed that, in the event any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall in no way affect any other covenant, condition or provision herein contained; provided, however, that the invalidity of any such covenant, condition or provision does not materially prejudice either Zambrano's or City in connection with the rights and obligations contained in the valid covenants, conditions or provisions of this agreement. §9.06. Applicable Laws. The laws of the State of Texas shall govern this license agreement and the relationship created hereby. Venue for any action brought to interpret or enforce, or arising out of or incident to, the terms of this agreement shall be in Tarrant County, Texas. §9.07. Severability of Provisions. If any of the Provisions contained in this Agreement shall be held, for any reason, to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability, shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. §9.08. Sole Agreement. This Agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understanding or written or oral agreements between the parties respecting the subject matter. EXECUTED this the day o , 2007. CITY OF FORT WORTH ATTEST By:_� By: Marc Ott, City Secretary Assistant City Manager Fort Worth, Texas NO M&C WIQUIRED ZAMBRANO'S CELLAR - - By: Cef Z bran Zamb an 's ine Cellar APPROVED AS TO FORM AND LEGALITY: By: Assistant hiy orney STATE OF TEXAS _. __ COUNTY OF TARRANT I NOTES ALL PARKING STALLS ARE le WIDE,UNLESS OTHERWISE NOTED r } �v -- �•f , ': ''+,: NOT TO SCALE Y� A Vt. •k.?r, Lo {1 IL' . 1311 qy 14 ENTRANCE ��nt 93 '''"•` I y�i 9y h j 91 �� cy 68 63 69 6S 69 64 . S�yyr` A� �'+ z• ,`REMOVE ZL! t0 tj✓-�y EXISTING SIGN �i;,.•1 3'kr c S3- 36 39 ' 3z 3 3b 24 2B z} ZG Zs 2q 7-3 y `�• i °xi-., `$<°a'!.'.,fir .�'>:•�:.�.L ',�::^: Ml•;-- �'. ��SS !�t;.;S as;•..!.s si..--ta;.cu. n ' ^v `4�+'�:L S S"'' • �•- i-i=•i•.. i_ l�f �..�.�� ,:.2'«ki. ;i�}".7:•� �;�. RX {•'��; r:-'r.�' ��•-i?y+. t tlt -ic...v.�• 3\5 �C •Yti cru.A• r+N�rW;t �•' •'p° _i:t -i :7•'�=}^w�i!;��yvii=f-'s+Ea, 13th STREET i i i f