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HomeMy WebLinkAboutItem 10 - Gaylord Shuttle Concession AgreementMEMO TO: FROM: MEETING DATE: SUBJECT: RECOMMENDATION: ITEM ip0 HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL ROGER NELSON, CITY MANAGER OCTOBER 19, 2004 GAYLORD SHUTTLE CONCESSION AGREEMENT City Council approve a one-year agreement with Gaylord Resort & Convention Center on Lake Grapevine to provide visitors and conventioneers shuttle service to and from Gaylord, Bass Pro Shop, Grapevine Mills Mall, and downtown Grapevine. Cost of the annual agreement is $60,000. FUNDING SOURCE: Funds are available in: Account 100-44540-120-1, General Fund .............................................. $30,000 Account 115-44540-350-1, Convention & Visitors Bureau ..........................$30,000 BACKGROUND: After the opening of the Gaylord Resort & Convention Center on Lake Grapevine, the hotel began a free shuttle service to bring visitors to and from downtown Grapevine, as well as to the Grapevine Mills Mall and Bass Pro Shop. Monthly ridership is strong and is driving increases in sales in downtown. Some merchants have reported as high as 30% increase in sales over the same period for last year due to the increased numbers of shoppers from Gaylord. A schedule is attached. Staff recommends approval of the agreement. — BR/cb October 14, 2004 (11:08AM) Bruno Rumbelow - Trolley Schedule.xls Page 1 Trolley Schedule -- Provided by Gaylord Texan 4MN, GRAPEVINE MILLS MALL& BASS • SHOPS OUTDOOR • t Gaylord Texan Tour Entrance Neiman Marcus Last Call Bass Pro Shops Outdoor World Gaylord Texan Tour Entrance Monday - Saturday Departure Times Arrival 10 AM 10:15 10:20 10:30 12 Noon 12:15 12:20 12:30 2 PM 2:15 2:20 2:30 4 PM 4:15 4:20 4:30 6 PM 6:15 6:20 6:30 8 PM **Final Trip** 8:15 8:20 8:30 Sunday Only Departures Times Arrival 12 Noon 12:15 12:20 12:30 2 PM 2:15 2:20 2:30 4 PM 4:15 4:20 4:30 6 PM **Final Tri ** 6:15 6:20 6:30 Gaylord Texan Tour Entrance Visitors Center Loci Cabin Gaylord Texan Tour Entrance Monday - Saturday Departure Times Arrival 9 AM 9:15 9:20 9:30 11 AM 11:15 11:20 11:30 1 PM 1:15 1:20 1:30 3 PM 3:15 3:20 3:30 5 PM 5:15 5:20 5:30 7 PM **Final Trip** 7:15 7.20 7:30 Sunday Only Departure Times Arrival 11 AM 11:15 11:20 11:30 1 PM 1:15 1:20 1:30 3 PM 3:15 3:20 3:30 5 PM **Final Tri ** 5:15 5:20 5:30 Trolleys do not deviate from this schedule. For other transportation needs contact Resort Transportation at 817-778-2420 SHUTTLE CONCESSION AGREEMENT This Agreement is made and entered into by and between the City of Grapevine, a municip. corporation in Tarrant County, Denton County and Dallas County, Texas, acting by and through Roger Nelson, its duly authorized City Manager, hereinafter called "City", and the Opryland Hotel -Texas Limited Partnership, a Delaware limited partnership authorized to do business in the State of Texas, herein called "Gaylord". WITNESSETH WHEREAS, Gaylord has proposed to operate a shuttle transportation service in the City of Grapevine, Texas, upon and over City streets with the City Limits of said City; and WHEREAS, the City Council, upon duly considering the facts and circumstances, has found a public need and necessity for such service; NOW, THEREFORE, in consideration of the mutual covenants hereafter set forth herein, the sufficiency of which is hereby affirmed, the parties do hereby agree as follows: 1. The Initial Term of this Agreement shall be for one (1) year, with the effective date being April 1 2004, and ending on March 31, 2005. The Term may be extended for up to two (2) additional one (1) yea. terms upon the mutual Agreement of the parties. The renewal rights provided for herein are subject to Gaylord's full compliance with the terms and conditions contained herein at the time of such renewal. If this Agreement is renewed or replaced by a new Agreement and a delay should occur in execution of the renewal of a new Agreement beyond the termination date hereof, and Gaylord continues to operate as prescribed herein during the period of such delay, all the provisions of this Agreement shall remain in full force and effect during such period, except as may be otherwise authorized or required by City. The parties may agree to an earlier termination of this Agreement, subject to written confirmation of such mutual consent. 2. A. Gaylord agrees to provide a shuttle transportation service to and from the Gaylord Texan and various locations within Grapevine, specifically including but not limited to downtown Grapevine and its main street. Said shuttle service shall be provided seven (7) days a week, between the hours of 9:00 a.m. and 8:30 p.m., operating every two hours at a minimum. The shuttle service shall include the distribution of marketing collateral material and/or coupons to shuttle passengers. Gaylord shall provide, at its sole cost and expense, all equipment and facilities required for Gaylord's operations hereunder. SHUTTLE CONCESSION AGREEMENT Page 1 Gaylord understands the imperative nature of providing uninterrupted service required by this Agreement throughout the term of this Agreement. Therefore, should Gaylord cease operations for a period of thirty (30) consecutive days for any reason other than inclement weather, City shall have the authority to declare this Agreement terminated effective immediately. B. For and in consideration of the service provided hereunder to operate its shuttle transportation service upon the City's streets, City agrees to pay Gaylord $5,000 per month for each month of service provided in accordance with this Agreement. C. The supervision and/or revocation of the privilege granted herein may be accomplished under the applicable provisions of the ordinances and Charter of the City of Grapevine and the laws of the State of Texas. 3. Gaylord covenants and agrees that at all times during the operation of its shuttle service, it shall keep its equipment in neat, clean, operable and safe condition, attractive to the general public. All drivers and operators of such equipment shall be well-trained and capable of operating such equipment, and will operate same in a courteous and safe manner in accordance with the laws and ordinances of the City of Grapevine and the State of Texas. Gaylord shall operate and conduct such operation in a manner that will not be disturbing or annoying to the general public. Gaylord's service shall be available to all members of the general public at no charge, and Gaylord shall not discriminate against anyone in the furnishing of its service, or the charges thereof, on account of disability, race, color, religion, sex or national origin. 5. Gaylord acknowledges that its property and operations shall be and remain subject to such reasonable regulation by the City as is or may be necessary to protect the interests of the general public. As such, Gaylord understands and acknowledges that during the term of this Agreement the City of Grapevine may adopt such ordinances which further regulate the operation of Gaylord's service within the City of Grapevine, and Gaylord agrees that upon the adoption thereof, Gaylord shall begin conducting its operation in compliance with the provisions of such ordinances, regardless of the terms and conditions of SHUTTLE CONCESSION AGREEMENT Page 2 this Agreement. In the event the terms and conditions of this Agreement are in conflict with the provisions of any such ordinance adopted by the City, the parties hereto agree that the provisions of such ordinance shall supersede the terms and conditions of this Agreement to the extent they are in conflict. 6. Gaylord covenants and agrees to comply with all laws, federal, state and local and that the privilege herein granted shall be and remain subject to Gaylord's full, complete and satisfactory continuing compliance with such law, including but not limited to the Charter and ordinances of the City of Grapevine and all rules, regulations, and requirements of any municipal authority of the City of Grapevine. It is further agreed that Gaylord will obtain and pay for all necessary permits, licenses and taxes incurred or required in connection with Gaylord's exercise of the privileges granted herein; Gaylord will not do or suffer to be done anything in violation of such laws, ordinances, rules or requirements during the term of this Agreement; and that if City calls to the attention of Gaylord, Gaylord shall immediately desist and correct such violation or terminate the exercise of the privilege granted herein. Failure by Gaylord to comply with all applicable laws, ordinances, rules or requirements governing the operation of such service shall be grounds for revocation by City of the Agreement. 7. Gaylord shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of the City. Gaylord shall have exclusive control of and the exclusive right to control the details of the operations hereunder, and all persons performing same; and Gaylord shall be solely responsible for -the acts and omissions of its officers, agents, servants and employees. The doctrine of respondent superior shall not apply as between City and Gaylord, its officers, agents, servants and employees; and nothing herein shall be construed as creating a partnership or joint enterprise between City and Gaylord. Any and all employees, representatives, sub -contractors, assignees or agents of Gaylord while engaged in the performance of any work or activity associated with this Agreement shall be considered employees, representatives, sub -contractors, assignees or agents of Gaylord only and not of the City. Any and all claims that may result from any obligation for which Gaylord may be held liable under any Workers Compensation, Unemployment Compensation or Disability Benefits law or under am similar law on behalf of said employees, representatives, sub -contractors, assignees or agents, shall be the SHUTTLE CONCESSION AGREEMENT Page 3 sole obligation and responsibility of Gaylord. 8. It is further understood and agreed between the Parties hereto that the legal title to the City streets belongs to the State, and City of Grapevine exercises such powers over the streets as have been delegated to it by the Constitution of the State of Texas or by the Legislature; that the City of Grapevine holds the streets as trustee for the public and that the City of Grapevine cannot contract away its duty and its legislative power to control the streets for the use and benefit of the public. It is accordingly agreed that if the governing body of the City of Grapevine, to wit, its City Council, shou-1"d at anytime during the term hereof close, vacate, and abandon all or any portion of said streets, or use or cause permit the said portions of street to be used for any public purpose, including but not limited to underground, surface or overhead communication, drainage, sanitary sewerage, transmission of natural gas or electricity, or any other public purpose, whether presently contemplated or not, then City may do so without any liability under this Agreement. 9. INDEMNITY GAYLORD SHALL INDEMNIFY AND HOLD HARMLESS CITY, ITS OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES DAMAGES CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS AND ATTORNEYS FEES FOR INJURY TO OR DEATH OF ANY PERSON, OR FOR DAMAGE TO ANY PROPERTY ARISING OUT OF OR IN CONNECTION WITH ANY SERVICES PROVIDED BY GAYLORD PURSUANT OR RELATED TO THIS AGREEMENT. SUCH INDEMNIFICATION SHALL APPLY WHERE THE CLAIMS LOSSES, DAMAGES, CAUSES OF ACTION, SUITS, OR LIABILITY ARISE IN WHOLE OR PART FROM THE NEGLIGENCE OF GAYLORD OR CITY, THEIR OFFICERS, OFFICIALS, AGENTS AND EMPLOYEES. The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or Grant any rights, contractual or otherwise, to any other person or entity. Gaylord further agrees to defend, at its own expense, and on behalf of City and in the name of City, any claim or litigation brought in connection with any such injury, death, or damalle. 10. Gaylord shall, at its sole cost, cause to be issued and maintained during the entire term of this SHUTTLE CONCESSION AGREEMENT Page 4 Agreement not less than the insurance coverage set forth below, each naming the City as an additional insured or loss payee, as applicable: Type of Insurance Limit (in $ millions) General Liability (including contractual liability) General Aggregate 2 Prod./Camp. Op. Agg. written on an occurrence basis 1 Personal & Adv. Injury 1 Each Occurrence 1 Automobile Liability, including any auto, hired auto and Combined Single Limit 1 non -owned autos Excess Liability, Umbrella Form Each Occurrence 2 Aggregate 2 Workers' Compensation and Employer's Liability Each Accident .5 Disease - Policy Limit •5 Disease - Each Employee 5 Certificates of Insurance satisfactory in form to the City and signed by Gaylord's insurer shall be supplier by Gaylord to the City evidencing that the above insurance is in force, that not less than thirty (30) calendar days' written notice will be given to the City prior to any cancellation or restrictive modification of the policies, and that the City is an additional insured or loss payee, as applicable, under each such policy. It is agreed that the insurance provided by Gaylord is primary to any insurance, or self-insurance, maintained by the City. It is agreed that any insurance or self-insurance maintained by the City shall apply in excess of, and not contribute with, insurance provided by this policy. Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signatory's company affiliation and title. Said Notices and Certificates of Insurance shall be provided to: Roger Nelson, City Manager 200 South Main Street Grapevine, Texas Fax (817)410-3002 With a copy to: SHUTTLE CONCESSION AGREEMENT Page 5 BOYLE & LOWRY, L.L.P. Attn: Matthew C. G. Boyle 4201 Wingren, Suite 108 Irving, Texas 75062 Nothing herein contained shall be construed as limiting in any way the extent to which Gaylord may be held responsible for payments of damages to persons or property resulting from Gaylord's activities or the activities of Gaylord's employees, representatives, sub -contractors, assignees, agents or invitees under this Agreement. 11. Gaylord covenants and agrees it is obligated to discharge any claim or judgment against it finally established by law, and that failure to do so for a period of one hundred eighty (180) days thereafter shall, ipso facto, terminate all authority under this Agreement. 12. It is specifically covenanted and agreed by and between the parties hereto that nothing herein contained shall ever be held or construed to confer upon the Gaylord exclusive rights or privileges. 13. Gaylord agrees that it will not assign its rights or the privilege herein granted without the prior written consent of the City, and any attempted assignment without such prior written consent shall be null and void. 14. THIS AGREEMENT SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AND ALL OBLIGATIONS OF THE PARTIES CREATED HEREUNDER ARE PERFORMABLE IN THE CITY OF GRAPEVINE, TEXAS. In the event of a dispute among the parties hereto, the prevailing party in any litigated matter shall be entitled to their reasonable attorneys' fees and costs from the other party. Venue of any suit or cause of action of any nature whatsoever brought under this Agreement shall lie exclusively in Tarrant County, Texas. SHUTTLE CONCESSION AGREEMENT Page 6 EXECUTED in duplicate original in Grapevine, Tarrant County, Texas, on the day of A.D. 2004. APPROVED AS TO FORM AND LEGALITY: Matthew Boyle City Attorney ATTEST: Linda Huff City Secretary CITY OF GRAPEVINE 0 Roger Nelson City Manager SHUTTLE CONCESSION AGREEMENT Page 7 K The State of County of Before me, the undersigned, on this day personally appeared of , proved to me through the presentation of a valid Texas Driver's License to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Mr./Ms. furthermore attested that he/she is signing this in his/her capacity as of , and that such capacity makes his signature valid to bind the company, Seal: GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _ day of , 2004. My Commission Expires: Notary Public in and for the State of Texas SHUTTLE CONCESSION AGREEMENT Page 8