HomeMy WebLinkAboutContract 42533 CITY SECRETARY _�3
CONTRACT NO..-AE�_
LICENSE AGREEMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
This License agreement ("License") is made and entered into this, the da of
y
November, 2011, the effective date hereof, in Fort worth, Texas, by and between Event
Facilities Fort worth, Inc., ("Licensor"), and the City of Fort worth ("Licensee"), a
municipal corporation, acting by and through its duly authorized representative Susan
Alanis. The term "Licensor" shall include the agents, representatives, employees, and
contractors of Licensor. The term "Licensee" shall include the agents, representatives, and
employees of Licensee.
SECTION 1. Consideration. For and in consideration of a promise to explore the
development of a long-term plan that would allow the City the use of certain warehouse
facilities at 3 817 Rutledge Street for storage of the stalls during the period when the will
Rogers Memorial Center is being utilized by and for the stock show, Licensor allows
Licensee the use of the premises below.
SECTION 2. Premises. The building located at 3201 Harley Avenue, Fort Worth, Texas,
76107, more commonly called the Graybar Building. The building, together with any and
all structures, improvements, fixtures, and appurtenances thereon, thereunder, or over, shall
be referred to as the "Licensed Premises," except that the Licensed Premises shall not
include the grounds area immediately to the north of the Graybar Building. The boundaries
and locations of the Licensed Premises are described and set forth in the attached Exhibit A
and made part hereof for all purposes.
SECTION 3. Use of the Licensed Premises. The Licensed Premises shall be used as
storage of the new horse stalls and related hardware only. The Licensee agrees to control
and secure the Licensed Premises, allowing only City representatives access to the Licensed
Premises. Said representatives shall be fully covered by the Licensee's workers
compensation insurance. Licensor shall have no right of access to the Leased Premises
without first obtaining the express written consent of the Licensee.
SECTION 4. Tom. This License shall be for a period beginning on November 7, 2011,
and ending on February 29, 2012, unless a prior termination is effected by either Licensor or
Licensee under the termination provisions of this License.
SECTION 5. Utilities. Licensee agrees, at no expense to the Licensor, to establish all
utility services required by applicable codes in order that the Licensee may use the Licensed
Premises. Licensee agrees to reimburse the Licensor for any utility expenses incurred
related tot is License Agreement.
Off s.i.1: L PE GORQ
CITY " .CRETARY
License A4 reement Between Page 1 o
it} of Fort Worth and EFFW FT, WORTHS TX
SECTION 5. Insurance and Liability. Licensee shall only be responsible for insuring its
contents stored in or on the Licensed Premises in accordance with the use described herein.
Acknowledging that Licensor will demolish the Leased Premises upon termination of this
Agreement, Licensee shall not be liable to Licensor for any property damage sustained to the
Licensed Premises during the term of this License.
SECTION 7. INDEMNIFICATION.
To the fullest extent allowed by law, Licensee shall defend Licensor against all claims of
damage, injury, or other losses that are caused by the acts or omissions of the Licensee
arising out of or in connection with Licensee's use of the Licensed Premises; except to the
extent such claims to the extent such claims are the result of the negligent acts or omissions
or willful misconduct of Licensor and/or the result of any known or hidden defects in or on
the Leased Premises. NOTHING CONTAINED HEREIN SHALL EVER BE CONSTRUED SO AS TO
REQUIRE LICENSEE TO CREATE A SINKING FUND OR TO ACCESS, LEVY, AND COLLECT ANY TAX
TO FUND ITS OBLIGATIONS UNDER THIS PARAGRAPH.
SECTION 8. Fixtures. Licensor herein agrees that no property or equipment, owned or
installed by Licensee, or any representative of Licensee, shall, under any circumstances,
become a fixture, and that Licensee shall reserve the right to remove any and all such
property or equipment at any time during the term of this License, or subsequent to its
termination by either party. Licensor further agrees that she/he will, at no time, hold or
retain, any property owned or installed by Licensee, for any reason whatsoever.
SECTION 9. Termination Funding, and Non-Appropriation.
9.01 Termination. Licensor shall have the right to terminate this License at any time for
any reason unrelated to Licensee's default or breach of any of the terms expressed herein by
giving Licensee 30 days' written notice prior to the intended termination date. The notice
shall be deemed effective when deposited by Licensor in United States mail postage prepaid,
certified mail, return receipt requested, addressed to Licensee.
Licensee shall have the right to terminate this License at any time for any reason by giving
Licensor 30 days' written notice prior to the intended termination date. The notice shall be
deemed effective when deposited by Licensee in the United States mail, postage prepaid,
certified mail, return receipt requested, addressed to Licensor.
if this License is terminated under this section, or as a result of the expiration of the License
term or any renewal period, 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.
9.02 Fundina and Non-Appropriation. This License shall terminate in the event that
the governing body of Licensee shall fail to appropriate sufficient funds to satisfy any
obligation of Licensee hereunder. Termination shall be effective as of the last day of the
License Agreement Between Page 2 of 10
City of Fort Worth and EFFW
fiscal period for which sufficient funds were appropriated or upon expenditure of all
appropriated funds, whichever comes first. Termination pursuant to this non-appropriation
clause shall be without further penalty or expense to either party.
SECTION 10. 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, reasonable wear and tear excepted. Licensee shall remove all its furniture,
equipment, and trash on or before the termination of the License.
SECTION 11. Acceptance of Licensed Premises. Licensee acknowledges that Licensee
has fully inspected the Premises and, on the basis of such inspection, Licensee hereby
accepts the Licensed Premises, and the building and improvements situated thereon, as
suitable for the purposes for which the same are licensed.
SECTION 12. Assignment. Licensee shall not assign or sublet this License without the
prior written approval of Licensor. Upon issuance of such approval, this License shall be
binding on the successors, and lawful assignees of Licensor and the successors of Licensee,
as permitted by the terms of this agreement and by the laws of the State of Texas and the
United States. Any person or entity using or occupying the Licensed Premises without a
lawful assignment or sublease shall be subject to all the responsibilities and liabilities of
Licensee and shall be subject to all provisions regarding termination and eviction.
SECTION 13. 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 Licensor shall be sent to:
Mike Groomer
President
Event Facilities Fort Worth, Inc.
505 Main Street, Suite 240, MS-21
Fort Worth, TX 76102
All notices to Licensee shall be sent to:
Kirk Slaughter, Director
Public Events Department
1201 Houston Street
Fort Worth, Tx 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
License Agreement Between Page 3 of 10
City}of Fort Worth and EFFW
effective when deposited in United States mail postage prepaid, certified mail, return receipt
requested, addressed to the other party as set forth above.
SECTION 14. Entire Agreement..reement. 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 15. 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 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 16. Choice of Law and Venue. 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 state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas — Fort worth Division. This License shall be construed in
accordance with the laws of the State of Texas.
SECTION 17. C m,pliance with Laws. The parties shall comply with Federal, State and
City statutes, ordinances and regulations applicable to the performance of this License.
SECTION 18. Invalidit-vof 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.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
License Agreement Between Page 4 of 10
City of Fort Worth and EFFW
SIGNED this day of ���jm 2
LICENSOR: LICENSEE:
EVENT FACILITIE FORT WORTH, INC. CITY OF FORT WORTH
By: - By:
Name: Mike Groomer Nam , usan Alanis
Title: President Title: Assistant City Manager
APPROVED AS TO FORM AND
LEGALITY:
r
A5515tallt
,ity'
Attorney
. .� - .� ATTEST:
000 0
404 ��
o�
0 0 Q 4L 0
0
t Secretary Y \
00
�
0
a �a ,cat
L 00 �0 r.�
000000
M & C Number : No M&C Required
License Agreement Between 4gpkTyALCRETARY
Ci tv of Fart Worth and EFFW FT WW O RT H} TX
ACKNOWLEDGEMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared Mike Groomer, known to me to be the same person
whose name is subscribed to the foregoing instrument, and acknowledged to me that the
same was the act of Mike Groomer, and that he executed the same as the act of said Event
Facilities Fort Worth, Inc., for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 7 day of November,
toll.
Notary Public in and for the State exas
�1Y
{. Sharon Lee McClung
My Commission Expires
" OF
01/1012015
License Agreement Between Page 6 of 10
City of Fort Worth and EFFW
ACKNOWLEDGEMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared Susan Alanis, known to me to be the same person
whose name is subscribed to the foregoing instrument, and acknowledged to me that the
same was the act of Susan Alanis, and that she executed the same as the act of said City of
Fort worth for the purposes and consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of November,
2011.
Notary Public in and for the State o0rexas
, •,, UNDA M.RIRRUNGER
MY C;OMMISSION EXPIRES
$see . ftb=y212014
OFF-b�eAL X CORD
License Agreement Between 6TVAtRETARY
City(?f Fort North and EFFW
FT WORTH, TX
EXHIBIT A
Description of the Licensed Premises
Address: 3201 Harley Avenue, Fart Worth, Texas
Legal Description: Mc Lelland Dan Industrial Addn
B lk 1 Lts 1A1 & 1 A2
Exclusions: The grounds area immediately to the north of the Graybar Building.
License Agreement Between Page 8 of 10
City of Fort Worth and EFFW
Y
IF
_Rw
wrrft
• � .rte
�a k
ri.wrw
r
>?i
• ' p
A• .r�
{
i
i
�. it x'
..... .,.Y. �! � '..
ay t
r � R
� a��� • r i'r r i a
SLIMS
� � N
PEI-
r ! POEM
-14i NEW
ri
F�
4
i
r,
4 � �
N
}y ! r
■ x` i .� ►r
v 40
i R
1
8:.':. i'.'i:�.�::. or
.a::• ,fir.: .�.: xi r F
may.
l
S
icy
t i
�p i•�
"L
iG%_`��:�."•gin::- � r
F"
E
! h'
d
.. .il ' .
+•• ` r '
i d
L' �l
Y �
4e
1
.,
AL
Ilk
�Y
w�
r �
046
Ir w
Ilk