HomeMy WebLinkAboutContract 42979CITY SECRETARY, a- q
LICENSE AGREEMENT -PARKING LO�T�CT NO.
This LICENSE AGREEMENT (the "License") is made and entered into as of this Or' of rv\ (' ' Or.
2012, ("Effective Date") by and between the CITY OF FORT WORTH, TEXAS, a municipal corporation, acting by and through
Susan Alanis, its duly authorized Assistant City Manager, ("Licensor") and the FORT WORTH MUSEUM OF SCIENCE AND
HISTORY, a Texas nonprofit corporation, acting by and through Van Romans, it duly authorized President ('Licensee"):
WITNESSETH:
1 Grant of License. Subject to the provision hereinafter set forth, Licensor does hereby grant unto Licensee the right to
manage and use all of the parking spaces ("Spaces") in the City of Fort Worth Museum Lot located at the northeast intersection of
Harley Avenue and Montgomery Street ("Facility"). Under no circumstances whatsoever shall Licensee ever be deemed to have any
rights to any receipts received by Licensor from the use by any person of any parking space in the Facility, Licensee hereby agreeing
that Licensee's rights hereunder are limited to the use of the Spaces, pursuant to the terms hereof.
2. Condition of Facility. Licensee hereby acknowledges that (a) it accepts the Facility in its present condition, and (b)
Licensor has made no representations to it regarding the safeness thereof or suitability for any particular purposes.
3. Term. Subject to the earlier termination as hereinafter set forth, this License shall be for a term ("License Term") of Nine
Days, commencing on March 10, 2012 and ending at 11:59 p.m. on March 18, 2012. Either party has the right to terminate this
agreement for any reason or no reason at all by giving 24-hours written notice.
4. Consideration. The City fmds that the grant of this License will promote science and technology education for Fort Worth
residents and further finds that this advantage constitutes adequate consideration for use of the Facility.
5. Use of Spaces. (a) Licensee shall only permit itself, its designated employees, its invitees, and/or the invitees and
designated employees of the Cattle Raisers Museum, the Community Arts Center, and the National Cowgirl Museum and Hall of Fame
to park their vehicles in the Spaces Licensee shall faithfully and promptly comply with all laws, ordinances, orders, rules, and
regulations of all governmental authorities having jurisdiction, and/or rules and regulations imposed by Licensor from time to time,
relative to the use, condition, or occupancy of the Spaces.
(b) Licensee shall be fully responsible for all aspects of the Facility during the License Term, including, but not limited to,
maintenance, opening and closing the Facility, security, parking enforcement, and staffing. All personnel engaged to work at the
Facility shall be qualified to perform such tasks.
6. Indemnity. (a) LICENSEE SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD
HARMLESS LICENSOR AND LICENSOR'S EMPLOYEES, REPRESENTATIVES, OFFICERS, AND SERVANTS
(COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES,
LOSSES. LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES, (INCLUDING COURT COSTS,
ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR
ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF
PROPERTY (1) RELATING TO THE USE OR OCCUPANCY OF THE FACILITY BY LICENSEE, ITS EMPLOYEES,
PATRONS, AGENTS, INVITEE, LICENSEES AND ANY PARTY USING THE FACILITY OR (2) BY REASON OF ANY
OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN
WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF LICENSEE OR ANY INVITEE, LICENSEE,
EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR OF LICENSEE, OR ANYONE LICENSEE CONTROLS
OR EXERCISES CONTROL OVER OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT
OF LICENSEE UNDER THIS LICENSE (COLLECTIVELY, "LIABILITIES"), EVEN IF SUCH LIABILITIES ARISE FROM
OR ARE ATTRIBUTED TO THE CONCURRVNT OR PARTIAL NEGLIGENCE OF ANY INDEMNITEE THE ONLY
LIABILITIES WITH RESPECT TO WHICH LICENSEE'S OBLIGATION TO INDEMNIFY THE INDEMNITEES DOES NOT
APPLY IS WITH RESPECT TO LIABILITIES ARISING OUT OF OR RESULTING SOLELY FROM THE NEGLIGENCE OR
WILLFUL MISCONDUCT OF ANY INDEMNITEE. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR
AGAINST ANY INDEMNITEE IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, LICENSEE, ON NOTICE FROM
LICENSOR, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT LICENSEE'S EXPENSE, BY OR THROUGH
ATTORNEYS REASONABLY SATISFACTORY TO LICENSOR. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY
TO ALL ACTIVITIES OF LICENSEE WITH RESPECT TO THE USE AND OCCUPANCY OF THE FACILITY, WHETHER
OCCURRING BEFORE OR AFTER THE COMMENCEMENT DATE OF THE LICENSE TERM AND BEFORE OR AFTER THE
TERMINATION OF THIS LICENSE THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES,
COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS' COMPENSATION ACTS,
DISABILITY BENEFIT ACTS OR OTHER EMPLOYEES' BENEFIT ACTS.
(b) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR HEREAFTER IN EFFECT AND
AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION UNDER THIS
PARAGRAPH 6 SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE INDEMNIFICATION OBLIGATION AND
SHALL OPERATE TO AMEND THE INDEMNIFICATION OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO
BRING THE PROVISION INTO CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS SO
MODIFIED, THE INDEMNIFICATION OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT.
7 Waiver of Liability. NO INDEMNITEE SHALL BE LIABLE IN ANY MANNER TO LICENSEE, ITS AGENTS,
EMPLOYEES, CONTRACTORS OR ANY OTHER PARTY USING THE FACILITY, IN CONNECTION WITH THE USE OF
THE FACILITY BY ANY OF THEM, FOR ANY INJURY TO OR DEATH OF PERSONS UNLESS CAUSED SOLELY BY THE
WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AN INDEMNITEE IN NO EVENT SHALL ANY INDEMNITEE BE
LIABLE IN ANY MANNER TO LICENSEE OR ANY OTHER PARTY AS THE RESULTLOF THE ArTS,DR_QMISSIONS OF
LICENSEE ITS AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTHER P ""
G THE F CILITY IN
CONNECTION WITH THE USE OF THE FACILITY BY ANY OF THEM. ALL VEHICL K��� ''hMR PROPERTY
WITHIN VEHICLES USING THE FACILITY, WHETHER PURSUANT TO THIS LICE '' ,'ry 9E ALL BE AT
THE RISK OF LICENSEE ONLY, AND NO INDEMNITEES SHALL BE LIABLE ORA ..• Q T EFT OF OR
Page 1 of 3
License Agreement — Parking Lot
DAMAGE TO PROPERTY OF LICENSEE, ITS EMPLOYEES, AGENTS, PATRONS, INVITEE, OR TO OTHERS,
REGARDLESS OF WHETHER SUCH PROPERTY IS ENTRUSTED TO EMPLOYEES OF LICENSOR OR SUCH LOSS OR
DAMAGE IS OCCASIONED BY CASUALTY, THEFT OR ANY OTHER CAUSE OF WHATSOEVER NATURE, EVEN IF DUE
IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE
8. Waiver of Subrogation. NO PARTY SHALL HAVE ANY RIGHT OR CLAIM AGAINST ANY INDEMNITEE FOR
ANY INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (WHETHER CAUSED BY THE
NEGLIGENCE OF LICENSOR OR THE CONDITION OF THE FACILITY OR ANY PART THEREOF) BY WAY OF
SUBROGATION OR ASSIGNMENT, LICENSEE HEREBY WAIVING AND RELINQUISHING ANY SUCH RIGHT. TO THE
EXTENT LICENSEE CHOOSES TO INSURE ITS VEHICLES AND/OR PROPERTY LOCATED IN SUCH VEHICLES,
LICENSEE SHALL CAUSE ITS INSURANCE CARRIER TO WAIVE ITS RIGHTS OF SUBROGATION OR ASSIGNMENT IN
FAVOR OF LICENSOR, AND SHALL PROVIDE LICENSOR WITH EVIDENCE (CERTIFICATES) PROVIDING FOR SUCH
WAIVER UPON REQUEST.
9. Assignment and Subletting. Licensee shall not assign this License, or any right of Licensee under this License, or sublet
the Spaces, for consideration or no consideration, whether voluntarily, by operation of law, or otherwise, and any attempt to do so shall
be void, and any such attempt shall cause immediate termination of this License.
10. Damage to Facility or Property of Licensor. If, at any time during the License Term, by the acts of omissions of the
Licensee, its employees, patrons, agents, invitees, of licensees, the Facility or any property therein is damaged or destroyed, Licensee
shall be obligated to pay, on demand, all costs to repair same together.
11. Repairs. Licensor has no obligation to make repairs of any sort to the Facility, Licensor's sole obligation hereunder
being to make the Spaces available to Licensee in accordance with and subject to the convenants, restrictions, and limitations set forth
herein; provided however, that Licensor shall maintain the Facility in good working condition.
12 Severability. If any clause or provision of this License is or becomes illegal, invalid, or unenforceable because of
present or future laws or any rule or regulation of any governmental body or entity, effective during the License Term, the intention of
the parties hereto is that the remaining parts of this License shall not be affected thereby unless such invalidity is, in the sole
determination of the Licensor, essential to the rights of both parties, in which event Licensor has the right, but not the obligation, to
terminate the License on written notice to Licensee.
13. Licensee's Default. If Licensee shall fail to perform or observe any of its obligations hereunder then Licensor may
terminate this License by giving Licensee written notice thereof, in which event this License and all interest of Licensee hereunder
shall automatically terminate. Such rights of Licensor in the case of a default by Licensee hereunder are not exclusive, but are
cumulative of all other rights Licensor may have hereunder, at law or in equity; and any one or more of such rights may be exercised
separately or concurrently to the extent provided by law.
14. Licensor's Default. Should Licensor commit a default under this License (including, but not limited to, Licensor's
failure to make the Spaces available), Licensee may, as its sole remedy hereunder, termmate this License, and Licensee hereby waives
any and all other remedies for any such default by Licensor.
15. Notice. Any notice hereunder must be in writing. Notice deposited in the United States mail, properly addressed,
postage paid, shall be effective -upon deposit. Notice given in any other manner herein shall be effective upon receipt at the address of
the addressee. For purposes of notice, the addresses of the parties shall, unless changed as hereinafter provided, be as follows:
If to Licensor, to: If to Licensee, to:
CITY OF FORT WORTH
ATTN: DIRECTOR OF PUBLIC EVENTS
1000 THROCKMORTON STREET
FORT WORTH, TEXAS 76102
FORT WORTH MUSEUM OF SCIENCE AND HISTORY
ATTN: VAN ROMANS
1501 MONTGOMERY STREET
FORT WORTH, TEXAS 76107
The parties hereto shall have the continuing right to change their respective address by giving at least ten (10) days notice to the other
party.
16 Entire License. This License constitutes the entire agreement between Licensor and Licensee relating to the use of the
Facility and Spaces and no prior written or oral covenants or representations relating thereto not set forth herein shall be binding on
either party hereto. This License may not be amended, modified, extended, or supplemented except by written instrument executed by
both Licensor and Licensee.
17. Surrender of Possession. No notice to quit possession at the expiration date of the License Term shall be necessary.
Licensee covenants and agrees that, at the expiration date of the License Term, or at the earlier termination thereof, it will peaceably
surrender possession of the Facility and Spaces in good condition, reasonable wear and tear, and acts of God excepted, and City shall
have the right to take possession of the Facility and Spaces.
18. Governing Law/Venue. This License shall be construed m accordance with the internal laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought on the basis of this License, 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.
19. Nondiscrimination Covenant Licensee, for itself, its personal representatives, assigns, subcontractors, and successors in
interest, as part of the consideration herein, agrees that, in the performance of Licensee's duties and obligations hereunder, it shall not
discriminate in the treatment or employment of any individual or group of individuals on any base ed by law. If any claim
arises from an alleged violation of this non-discrimination covenant by Licensee, its personal repre e t fives assigns, subcontractors
c or in interest, Licensee agrees to assume such liability and to INDEMNIFY AND DE "�CrIrREt1!tWkUticensor
or suc ess s� tY,
harmless from such claim.
CITY SECRETA
License Agreement — Parking Lot
WORTHS
.— "Page 2 of 3
20. Insurance. At all times during the License Term, Licensee shall maintain commercial general liability insurance
endorsing the Licensor and Standard Parking Corporation as "additional insureds" for liability for property damage and personal injury
at a limit of not less than $1,000,000 per occurrence. Licensee shall furnish Licensor with certificates of all required insurance. if
requested by the Licensor, then Licensee shall supply copies of the mvididual policies of insurance. If Licensee does not keep the
required insurance in full force and effect, City may notify Licensee of this failure. If Licensee does not deliver the requested
certificates showing all required insurance to be in full force and effect within five (5) days after this notice, City may, at is sole
discretion, acquire or pay premiums on the insurance needed to fulfill Licensee's obligations under this section. On Licensor's
demand, Licensee shall reimburse Licensor at the full amount of any insurance premiums paid by Licensor under this section, with
interest at the rate of ten percent (10%) per annum form the date of Licensor's demand until reimbursement by Licensee.
21. Charitable Immunity. If Licensee, as a charitable or nonprofit organization, has or claims an immunity or exemption
(statutory or otherwise) from and against liability for damages or injury, including, but not limited to, death, to persons or property,
Licensee hereby expressly waives its right to plead defensively such immunity or exemption against City.
IN WITNESS WHEREOF, the parties have executed this License on the Effective Date.
LICENSOR:
By:
LICENSEE:
l
By.
n Alanis Van ' `mans
sistant City Manager President
RECOMMENDED:
By:
Kirk N. Slaughter
Director of Public Events
APPROVED AS TO FORM AND LEGALITY:
By:
A TE
Tyler allach
Assistant City Attorney
4%v
Mary Kayser
City Secretary
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AGREEMENT AUTHORIZATION:
Council Proposal: File Number 289
Date Approved: y)) (C4
OFFICIAL RECORD
CITY SECRETARY
Ft WORTH, TX
License Agreement -- Parking Lot
Page 3 of 3
Date:
File
03/06/2012
Proposed By:
Dennis Shingleton
Number:
289
II II I 1111111 I III WWI
CITY OF FORT WORTH, TEXAS
L ,.
I
COUNCIL PROPOSAL
Subject: Waiver of Parking Fees for Museum Parking Lot at the Will Rogers Memorial Center for
Museum Attendees During Spring Break.
City Manager's Review: 4729
City Attorney's Review',.�'�
It is proposed that the City Council:
•
Page:
I PAGE 1 OF 2
1. Waive of parking fees for Museum Parking Lot at the Will Rogers Memorial Center for Museum
Attendees during the nine -day spring break period from March 10 through March 18, 2012; and
2. Authorize the City Manager to enter into an agreement with the Fort Worth Museum of Science and
History to manage the Museum Parking Lot during that period.
DISCUSSION
The Fort Worth Museum of Science and History has requested the use of the Museum Parking Lot in
support of its spring break membership program in order to provide parking for guests of the Museum of
Science and History, the Cattle Raisers Museum, the Community Arts Center, and the National Cowgirl
Museum and Hall of Fame for the nine day period from March 10 through March 18, 2012. The
purpose of this spring break program is to support education, particularly in the fields of science and
technology and to disseminate knowledge among the youth and citizens of Fort Worth.
The Museum staff would manage and operate the parking lot through an executed operating agreement
and provide commercial general liability insurance. The Museum would also add Standard Parking as an
"additional insured" party for the specified dates with the location of the Museum parking lot also noted
on such document.
•
On April 6, 2010, the City Council adopted a schedule of rates and charges for parking at the Will
Rogers Memorial Center and stipulated that there would be no waiver of fees for such parking as
revenue was committed to fund operating expenses and debt service. The City of Fort Worth, in an
effort to support the Museum's 2012 membership drive and the goal of promoting science and
technology education, will waive parking fees for the Museum parking lot for the period of March 10-
18, 2012. In 2011 the museum lot generated revenues in excess of $11,000 and staff anticipates that a
similar amount -- ranging from $8,000 to $11,000 depending upon attendance and weather conditions --
would be foregone as a result of the proposed waiver
LEGALITY
The City Attorney finds this proposal is legal and within the authority of the City Council.
J EGALITY
4Y,FISCAL NOTE
V CITY MANAGER'S COMMENTS
U CITY POLICIES MANUAL
r
Date:
File Number:
03/06/2012 289
Proposed By:
Dennis Shingleton
I III III I
CITY OF FORT WORTH, TEXAS
_Can rifl
r^1
COUNCIL PROPOSAL
Subject: Waiver of Parking Fees for Museum Parking Lot at the Will Rogers Memorial Center for
Museum Attendees During Spring Break.
City Manager's Review: 4`m
City Attomey's Review* -- C
Page:
PAGE 2 OF 2
FISCAL NOTE
The Financial Management Services Director certifies that this action will have no substantial impact on
City funds,
CITY MANAGER'S COMMENT
The City Manager's Office has determined that the proposed parking fee waiver supports the public
purpose of promoting science and technology education for Fort Worth residents.
PROPOSED BY:
ts-hr.°
Dennis inglet,� J gus rdan
Councilmember, istrict 7 C unci embe District 6
❑l LEGALITY
❑ FISCAL NOTE
❑ CITY MANAGER'S COMMENTS
❑ CITY POLICIES MANUAL
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