HomeMy WebLinkAboutContract 47184 (2)A: .
RECEWED
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CONTRACT Ma
OCT 27 2015
{, IY U�` FORT\NOMM� LICENSE AGREEMENT
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This LICENSE AGREEMENT ("License") is entered into on the ay of . ber
2015, 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, is the
owner of a parking lot located on Trail Drive in Fort Worth, Tarrant County, Texas, this lot being
depicted on Exhibit "A," which is attached hereto and incorporated herein ("Lot").
B. The primary use of the Lot is for parking for patrons and horse and livestock trailers
during the Southwestern Exposition and Livestock Show ("Stock Show"), and the Lot is presently leased
to the Stock Show for other agricultural related events conducted at the Will Rogers Memorial Complex
("WRlVIC").
C. Licensee owns and operates the WRMC, which is a multi -purpose entertainment complex
in the heart of the Fort Worth Cultural District located directly adjacent to the Lot at 3401 W. Lancaster
Avenue in Fort Worth, Texas.
D. Licensee desires to license the Lot during the term of this License for the purpose of
providing vehicular parking to participants and attendees of Texas Christian University related event
("Event") at the WRMC.
E. In support of the mission of the Southwestern Exposition and Livestock Show, Licensor is
willing to license the Lot 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 vehicular parking for
the Event during the term of this License to the extent Licensee's use does not interfere with Licensor's
use of the Lot for the Stock Show and other agricultural related events.
In consideration of the mutual covenants contained in this License, Licensor and Licensee agree
as follows:
1. LICENSE GRANTED: Licensor grants to Licensee, subject to the terms of this License, an
exclusive license to use the Lot for the purpose of vehicular parking to participants and attendees of the
Event. Licensee's use of the Lot is subject to the rules and procedures set forth in Exhibit "B", which is
attached hereto and incorporated herein ("Lot Rules"). Licensee is responsible for notifying all
employees, contractors, attendees, visitors, users and invitees of the Lot Rules. Executing this License
does not obligate Licensor to permit Licensee future use of the Lot beyond the Term.
2. TERM: The term of this License commences at 12:00 a.m. on October 29, 2015 and terminates at
11:59 p.m. on October 29, 2015 ("Term").
3. ALTERATIONS; MAINTENANCE: Licensee may not make any alterations or improvements to the
Lot without the prior written consent of Licensor. Licensee shall be responsible for trash pick-up and
removal in the Lot during the Term. Licensee or Licensee's contractor must also repair any damage to
the Lot (including, but not limited to, landscaping, benches, bollards, paving, and RV hookups) caused by
any use under this License to a condition similar to that which existed prior to the damage.
Parking Lot License Agreement between the City of Fort Worth and EFFW
OFFICIAL iikeuRD
CITY SECRETARY
AFT, WORTH, TX
1 of
4. LOT SECURITY Licensee shall provide a staff person to monitor, open and close the Lot during
the Term Licensee shall be solely responsible for management and security of the Lot 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 Lot at Licensee's expense should circumstances require.
5. LICENSEE FEE: To the extent permitted by law and subject to Section 23, Licensee shall pay to
Licensor, as full and sufficient consideration for the rights and privileges granted herein, a fee equal to
75% of the gross revenue generated by parking fees collected on the Lot during the Term Parking fees
shall be the greater of (i) the maximum rate then being charged on WRMC owned lots for similar parking,
or (ii) $60.00 per space per day for RV parking, $3.00 per trailer per day for horse/livestock trailer
parking, and $10.00 per vehicle per day for vehicular parking for any spaces used by Licensee during the
Term. For purposes of this License, "gross revenue" shall mean the total amount of money collected by
the City or any agent, employee, or subcontractor of the City from parking fees on the Lot during the
Term minus any and all local, state, and federal taxes.
6. MANAGEMENT OF THE LOT: Licensee, through its Public Events Department, shall manage and
operate the RV Lot during the 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 Lot during the
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 Licenesee may
contract the management of the Lot 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 Lot to another City department without the prior written consent of
Licensor, Licensor may immediately terminate this License with no obligation to provide any prior
written notice.
7. UTILITIES: 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 Lot
8. COMPLIANCE WITH LAW: All uses of the Lot under this License must be in accordance with all
applicable laws, rules, regulations, ordinances, and restrictions in effect during the Term.
9. WAIVER OF LIABILITY: Licensor shall not be responsible for the theft, loss, damage, bodily
injury or halm, or destruction of vehicles or any other property of Licensee, the sponsors of the Events
using the Lot, 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
Lot 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.
10. 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 Lot during the Term to provide Licensor with a certificate of insurance
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.
Parking Lot License Agreement between the City of Fort Worth and EFFW 2 of 8
11. DISCLAIMER: Licensee has had the opportunity to make inspections of the Lot. Licensor
specifically disclaims any warranty, guarantee or representation, oral or wntten, past present, or future
concerning the construction, condition, and state of repair of the Lot. 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 LOT.
12. 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, either party has the right to terminate this
License for no reason at all by giving 24-hours written notice
13. RELATIONSHIP: Neither Licensor nor Licensee shall be construed, by virtue of this License, to
be the agent, partner, joint venturer, or associate of the other.
14. 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 14, 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
Fort Worth, Texas 76102
Telephone: 817-392-2501
with a copy to:
City Attorney
City of Fort Worth
1000 Throckmorton 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
Telephone: 817-717-4260
e-mail: mgroomer@effw.org
Parking Lot License Agreement between the City of Fort Worth and EFFW 3 of 8
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.
15. 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
16. 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.
17. 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.
18. 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.
19. GOVERNMENTAL POWERS. It is understood that by execution of this License, the City does not
waive or surrender any of its governmental powers or immunities.
20. 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 nght on any future occasion
21. FORCE MAJEURE 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.
22. 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.
23. 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
Parking Lot License Agreement between the City of Fort Worth and EFFW 4 of 8
Specifically, the total of all liabilities incurred by the Licensee, including repairs, utilities, and fees, that
exceed $50,000.00 will be subject to Fort Worth City Council approval prior to any payment being
rendered.
Executed by Licensor and Licensee in multiple counterparts, each of which shall be deemed an
original, as of the date first above written.
LICENSOR:
EVENT FACILITIES FORT WORTH, INC.,
a Texas non-p • c. 4 'ration
By:
Mike Groomer
CEO and President
Parking Lot License Agreement between the City of Fort Worth and EFFW
LICENSEE:
CITY OF FORT WORTH, TEXAS
Susan Alanis
Assistant City Manager
RECOMMENDED:
By:
Kirk aughter
Director of Public Events
APPROVED AS TO FORM AND
LEGALITY:
By:
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Assis
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ty Attorney:
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City S ! cretary
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EXHIBIT "B"
Lot Rules
1. All General Parking and RV Parking sites are available on a first come, first served basis.
No In and Out Privileges
2. 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.
3. No Parking on sidewalks or drive lanes.
4. No solicitation, sales (for sale signs), or literature distribution allowed anywhere in or
around the General Parking and RV Parking Sites.
5. Unruly or boisterous behavior will be grounds for immediate ejection from the General
Parking and RV Parking Site — NO REFUNDS.
6. The City of Fort Worth is not responsible for fire, theft, injury or loss of personal
property.
7. No consumption of alcoholic beverages
8. Cooking - No cooking or tailgating in the General Parking and RV Parking, except that
cooking is allowed inside of the RV.
9. 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.
10. RV Parking Sites - Quiet time is from 10:00 PM to 7:00 AM
11. RV Parking Sites - Do not run your generator while in the RV lot.
12. NO FREE ROAMING PETS. Pets MUST be on leashes or in pens. City ordinance
requires pet owners to clean up after their pets.
13. Horses and/or livestock are not allowed in the General Parking or RV Parking areas.
These animals are restricted to the barn area only.
14. RV Parking Sites - Please keep the area around your space neat and clean. Trash and
garbage must be placed in trash receptacles provided.
15. NO OPEN FIRES ARE ALLOWED
16. 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 subiect to immediate
disconnection of utilities impoundment. and recovery of fees from the owner.
17. RV Parking Sites - The City of Fort Worth reserves the right to assign RV spaces to any
or all guests entering the RV area.
18. 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
19. It is against city ordinance to openly dump gray/black water on the ground or into storm
drains. Violators will be prosecuted.
20. 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.
21. No washing of automobiles or RVs allowed.
22. 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.
23. Please observe a 5 MPH speed limit.
24. 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.
25. No parking on concrete or gravel walkways
26. Use of golf carts, bicycles or other such vehicles is at owners/operators sole risk
27. No tampering with electrical or RV equipment
33. No unauthorized vehicles, as determined by the City in its sole and absolute discretion