HomeMy WebLinkAboutContract 47602 MY SECRUAW 7
CONTRACT NO.
00
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LICENSE AGREEMENT
AGREEMENT made as of the 2"d day of March 2016, between John Jay College of
Criminal Justice Auxiliary Services Corporation, Inc., located at 524 W. 59th Street, New York,
NY 10019(hereinafter referred to as"Licensor"), and The City of Fort Worth, acting on behalf
of the Fort Worth Police Department with an address at 525 West Felix Street,Fort Worth, Texas
76115, for itself, its successors, and/or its legal representatives(hereinafter referred to as
"Licensee").
WITNESSETH
WHEREAS, Licensee desires to conduct the Event(as hereinafter defined)which
requires certain facilities(hereinafter defined as the"Premises"); and
WHEREAS,the Premises are available on the campus of John Jay College (the
"College")of The City University of New York("CUNY")and Licensor has been granted
authority from the College to license such Premises; and
WHEREAS,the parties desire to enter into an agreement whereby Licensor will make the
Premises available to Licensee for the Event.
Now,therefore, Licensor hereby grants Licensee a revocable license, subject to the terms
and conditions hereinafter provided,to use the Premises as specified herein.
I. FACILITIES
Licensor hereby grants to Licensee permission to use the following space at the College
(hereinafter referred to as the"Premises"), on the date(s)and at the time(s) specified:
A. Description of Space: L. 63 (Lecture Hall)
B. Date(s): March 4th, 2016
C. Time(s): 7AM-2 PM
II. USE
The Premises are to be used by Licensee for the sole purpose of Conducting entry-level
entrance examinations for the Fort Worth Police Department(hereinafter referred to as the
"Event")and for no other purpose.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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III. FEES/PAYMENT
A. Licensee agrees to pay Licensor as a fee for such use, the sum of$ 1,700.00, as
follows:
Space Rental $1,500.00
Custodial $ 200.00
Payment will be made in full by February 25`h, 2016 by cashier's check or by credit card.
B. Time shall be of the essence with respect to such payments. Charges for
additional time, space, equipment, or services,not contemplated or ascertainable at the time of
execution of this Agreement shall be billed at Licensor's standard rates and shall be payable
immediately upon notification by Licensor that such charges are due.
C. All fees and sums due Licensor under the terms of this Agreement shall be
payable by money order,credit card, certified or bank check drawn on a New York bank. Fees
are not refundable. In case all charges and fees due Licensor are not paid prior to dates specified,
Licensor may, at its sole option, either terminate this Agreement and retain all sums previously
paid to Licensor, or, without recourse by Licensee, elect to continue this Agreement and deduct
such fees and charges due hereunder, or any part thereof, out of the receipts, if any, from the sale
of tickets or subscriptions to the Event. Said receipts are hereby assigned by Licensee to
Licensor to the extent of the amount of any charges due by Licensee under this Agreement, and
which may at any time remain unpaid to Licensor.
D. Nothing above shall constitute a waiver of any right that Licensor has to terminate
this Agreement hereafter for Licensee's failure to pay what is due or for any other reason, or
require Licensor to furnish possession or the use of the Premises until all payments have been
made as described above. If each and every one of the above payments has not been made by
Licensee to Licensor, then Licensor may,without further notice,terminate the Event or any
further performance by Licensee,or refuse admission to the Premises until such payments have
been made. When Licensor elects to continue the Event although all payments may not have
been completed,this shall not constitute a waiver of any sums due, or of the date such are due,
and upon any further default in payment by Licensee, Licensor shall retain any money already
paid without liability on its part, and Licensee shall be and remain liable to Licensor for any
balance remaining to be paid as specified herein.
IV.EXISTING CAPACITY NOT TO BE EXCEEDED
Licensee agrees not to permit entrance of any number of persons greater than the existing
capacity of the Premises;that is,250, and no persons shall be permitted to use or occupy any
space as standing room.
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V. COMPLIANCE WITH LAWS/RESTRICTIONS ON USE
A. Licensee agrees that one of the express conditions of this Agreement is that
Licensee will not use nor attempt to use any part of the Premises for any purpose other than that
above specified, nor for any use or proposed use which will be contrary to law or be opposed to
decency or good morals, or be otherwise improper or detrimental to the reputation of Licensor or
the College, nor in any other respect fail to fulfill its agreements hereunder. Licensee further
agrees as an express condition of this Agreement, Licensor in its sole and absolute discretion, if
it deems any proposed or existing use to be contrary to law or opposed to decency or good
morals or detrimental to the reputation of Licensor or CUNY, may forthwith terminate this
Agreement, and/or interrupt such use or the Event, and dismiss or cause the audience or
participants to be dismissed, and on the exercise by Licensor of any such discretion, all rights of
Licensee hereunder shall immediately terminate. In any such event, Licensor shall be entitled to
any money paid or agreed to be paid to it hereunder; and Licensee agrees that any claim by
Licensee for damages arising out of any act of Licensor, its agents, or employees, in the exercise
of Licensor's discretion under this clause shall be and hereby is waived by Licensee and there
shall be no other liability of any kind on the part of Licensor, and Licensor is totally released by
Licensee hereby.
B. Licensee covenants and agrees to abide by, conform to, and comply with all of the
applicable laws, rules, and regulations of the United States and the City and State of New York,
and the rules, regulations and policies of Licensor and CUNY, and will not do nor suffer to be
done anything on the Premises during the term of this Agreement in violation of any such laws,
rules, regulations or policies.
C. Licensee covenants and agrees that it will not sell or serve, nor allow to be sold,
brought into, or served on the Premises, any alcoholic beverages or liquors.
D. Licensee covenants and agrees that no refreshments shall be served, articles sold,
or smoking permitted, unless space is designated for such purposes by Licensor.
E. Licensee shall not make or allow to be made any alterations of any kind to the
Premises or to any appurtenance thereof, and in case any damage of any kind shall be done to the
Premises or the appurtenances thereof, Licensee agrees to the extent permitted by law to pay, in
addition to the sums above mentioned, the amount of such damage or such amount as shall be
necessary to put the said Premises in as good order and condition as the same were at the
commencement of this Agreement. Licensee shall not do, or permit to be done, upon the
Premises anything that will tend to injure, mar or in any manner deface the Premises and further
agrees that no nails, tacks, or screws shall be driven or placed in or on the Premises. All
decorations shall be put up without defacing the building in which the Premises are located under
the supervision and with the approval of Licensor.
F. Licensee agrees to secure in advance of the Event, any and all licenses,
certificates and/or permits that may be requisite for any permitted use and to do all other acts
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necessary to comply with all laws and requirements of the State of New York, the City of New
York, or any department, board or authority thereof governing the Event and the use permitted
herein, or otherwise applicable to the Premises.
G. Licensor does not typically allow Licensee to use its own tripod easels or other
display apparatus; prior to the Event date, Licensee must coordinate with the Licensor regarding
display options for posters, signs, banners, etc.
VI. SECURITY
All security for the Event shall be under the control and supervision of the College.
Unarmed security guards shall be assigned by Licensor to patrol the Event. In its sole discretion,
and at any time before or during the Event, Licensor may increase the number of security guards
assigned to cover the Event, to the extent permitted by law at the cost and expense of Licensee,
to be paid immediately upon notification by Licensor of the charges therefor.
VII. INSURANCE
A. At least 7 days prior to the Event and throughout the period of this Agreement,
Licensee shall procure and maintain commercial general liability and property damage insurance
(hereinafter collectively "insurance") through a carrier authorized to do business in New York
State, as well as any other applicable insurance, and provide Licensor with a certificate
evidencing that such insurance is in place and a copy of the receipt for the paid premiums.
Insurance shall be in at least the following amounts:
Combined Single Limit $ 1,000,000
Aggregate $ 2,000,000
Fire & Property Damage $ 1,000,000
B. All policies shall insure Licensor and/or name it and The City University of New
York, the State of New York and the City of New York as additional insureds thereunder.
C. To the extent not covered by insurance, Licensee shall be solely responsible for
the following:
1. All taxes and remittances to proper authorities;
2. All Licensee fees;
3. Compensation, workers' compensation, and disability insurance of all
persons performing services in connection with the Event, except for Licensor's personnel;
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4. Refunds for advance ticket sales;
5. Licenses and permits of every kind,and shall indemnify and hold harmless
the parties listed in subparagraph B above against all claims and demands from(a)the
unauthorized use or performance of any idea, creation, literary,musical or artistic material or
intellectual property works of the performing arts in connection with this Agreement and(b)any
art done or words spoken by Licensee, its performers, agents or employees during any such
performance.
D. The obligations contained in this Article shall survive the expiration or earlier
termination of this Agreement.
E. Licensee agrees that failure to comply with the requirements of this Article shall
render this Agreement null and void and any payments made hereunder shall not be refunded.
VIII. INDEMNIFICATION
Licensee agrees to the extent permitted by law to indemnify and hold harmless Licensor,
CUNY,the State of New York and the City of New York against all expenses,claims,damages,
liabilities,penalties, losses, fines, attorneys fees and judgments arising out of or relating to the
use and occupancy of the Premises or relating to this Agreement or the Event. Notwithstanding
the foregoing,nothing contained herein shall ever be construed so as to require grantee to create
a sinking fund or to access, levy and collect tax to fund any obligations under this section.
IX. UTILITIES
Licensor agrees to provide all ordinary electricity, water and heat to the Premises.
Licensor does not guarantee the air conditioning equipment.
X.DAMAGE TO PREMISES
A. Licensee shall take good care of the Premises, fixtures and appurtenances to
preserve the Premises in good order and condition.
B. Neither Licensor or CUNY shall be liable for any damage to any property in the
Premises or building(of which the Premises forms a part)at any time caused by any water, rain,
snow, steam, gas, or electricity, which may leak into, issue or flow from the pipes or plumbing
work or wires,or from any part of the building to which the Premises are a part, or from any
other place or quarter;nor shall Licensor or CUNY be liable to anyone for any loss of property
from or on the Premises or building, however occurring, or for any damage done to furniture,
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fixtures, or other effects of Licensee,by any employee of Licensor or CUNY, or any other
person.
C. Should the Premises be destroyed either wholly or in part, or damaged by fire or
the elements, mob or riot, or use of any part of the Premises,or performance of any part of this
Agreement be prevented or interfered with,by strikes or any other cause prior to or during the
time for which use of the Premises is licensed, Licensor may, at its discretion,terminate this
Agreement, returning to Licensee any payments that may have been made to it for the
proportionate period of use prevented or interrupted, and Licensee hereby expressly waives any
claims for damages or compensation should this Agreement be so terminated. Licensor shall not
be liable for any loss or damage to personal property or other damage, delay, inconvenience, or
annoyance to Licensee arising from or because of strikes, lock-outs, or other labor difficulties, or
for any other reason whatsoever.
XI.ENTRY BY LICENSOR
Licensor and CUNY, and their employees, officers, agents, and representatives, shall
have the right at all times to enter any part of the Premises.
XII. OBSTRUCTION
Licensee agrees that no portion of the sidewalks, entries, vestibules,halls,elevators,or
ways of access to public utilities of the Premises shall be obstructed by Licensee or used for any
purpose other than for ingress and egress to and from the Premises.
XIII.AS IS
Licensee agrees to accept the Premises"as is"after having inspected the Premises, or
waived such inspection, and finds the Premises suitable for the use for which permission is
granted herein.
XIV. LABOR DISPUTES
Licensee agrees that it shall be the distinct obligation of Licensee and of all persons
connected with the Licensee under this license,not to involve Licensor or CUNY in any labor
disputes. In the event that such a labor dispute arises, Licensor has the absolute privilege and
right to cancel this Agreement and Licensee shall remain liable for all payments hereunder.
XV.ASSIGNMENT PROHIBITED
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Neither this Agreement, nor any of the rights of Licensee hereunder may not be assigned
or transferred without the prior written consent of Licensor.
XVI. ADVERTISEMENTS
A. Licensee shall not use the name of Licensor, the College, or CUNY in any
advertisement or in any other written or oral communication, except that Licensee may provide
the name and address of the College as the location for the Event.
B. Licensee shall not post or exhibit or allow to be posted or exhibited any signs,
advertisements, show bills, lithographs, posters, cards or flyers of any description on any part of
the Premises without prior written approval of Licensor.
C. Unless and until Licensor has delivered to Licensee a fully signed duplicate
original of this Agreement, Licensee, it officers, employees, independent contractors and agents
shall not publicly release any information relating to the event , or sell or offer to sell tickets or
take reservations, or advertise in any way for the event unless otherwise agreed by Licensor.
XVII. RELATIONSHIP OF PARTIES
Nothing contained herein, nor any act of the parties shall be construed as creating a
partnership,joint venture or association of any kind, nor a relationship of landlord and tenant
between Licensor and Licensee. The only relationship intended to be created by this Agreement
is that of independent contractor. Licensee shall in no way represent to others, either orally, in
writing, or in advertisements or promotional material of any kind that there is any relationship
between Licensee on the one hand and Licensor and/or the College on the other. The use of the
name of Licensor and/or the College, is permitted only for the purpose of stating where the
performance or attraction will take place. Licensor will accept no deliveries on behalf of
Licensee without prior arrangement.
XVIII. FIRE INSURANCE
Licensee agrees not to do or permit anything to be done or placed in the Premises which
will in any way increase the rate of fire insurance on the building or on property kept therein or
conflict with the laws and the regulations of the New York City Fire Department, or with any
insurance policy upon the building or any part thereof, or conflict with any of the rules or
ordinances of the New York City Board of Health.
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XIX. USE OF EQUIPMENT
Licensee agrees that if any equipment is used in connection with the Event the type of
any such equipment shall be approved in advance in writing by Licensor, and further agrees that
the method of installation and operation of any such equipment shall be subject to the
supervision of Licensor or its duly authorized representative. Licensee agrees to supply a
qualified operator or operators at its own expense for the operation of such equipment, or at
Licensor's option, Licensor may require such equipment to be operated by employees of
Licensor or the College at the sole expense of Licensee.
XX. RECORDING/BROADCASTING
It is mutually agreed that no audio or video broadcasting and/or recording of the Event
will be permitted without the prior written consent of Licensor and it is further agreed that the
method of installation and operation of any such machinery shall be subject to the supervision of
Licensor or its duly authorized representative. Licensee agrees to the extent permitted by law to
assume responsibility for, and to defend, indemnify save Licensor and CUNY harmless from,
any liability upon any claim or cause of action arising out of the broadcasting of any program
from the Premises or in any recording or publication of the same,or in any other manner.
XXI.NOTICES
All notices hereunder shall be in writing and shall be given personally or by certified
mail,return receipt requested, addressed to the party or designated agent as set forth at the
beginning of this Agreement. Licensor hereby designates the Chair of Licensor as the agent to
receive notices intended for Licensor. A copy of all notices sent to Licensor shall also be given
in the same manner as provided herein,to CUNY Related Entities Group, Office of Counsel at
205 East 42nd Street, 116 Floor,New York,New York 10017. Notices shall be deemed given
when received, if delivered personally,or upon deposit with the United States Post Office, if
mailed.
XXII.MODIFICATIONS
Any change, addition, or alteration to this Agreement shall not be binding unless made in
writing and signed by Licensor.
XXIII. ENTIRE AGREEMENT
This Agreement contains all of the terms of the understanding between the parties hereto and
shall not be binding until signed by Licensor and Licensee.
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XXIV. GOVERNING LAW
This Agreement shall be governed by the laws of The State of New York.
XXV. AUTHORIZATION
The parties represent that the persons signing this Agreement have been duly authorized
to do so.
LICENS E:
By:
Title: Ssi_j4-'1� , 100A G +P
LICENSOR:
By:
Title:
CHIEF OF/POLICE:
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By:
Title: C�, e 0'F' ?C-Al Ce
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CITY SECRETARY: o +, O
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Title: rP C-11ITS o ate°
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ASSISTANT CITY A7EY:
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Title: A Sl
December 2012
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CITY SECRETARY
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XXIV.GOYERNING LAW
This Agreement shall be governed by the Iaws of The State of New York.
XXV.AUTHORIZATION
The parties represent that the persons signing this Agreement have been duly authorized
to do so.
LICENV&#/Plll-�
SY�E:By:
Title: S3?14r} CQnG CiPv'
LICENSO
By:
Title:
CHIEF OF POLICE:
By:
Title: C.-��e� 0`F' a'i Ce-
CITY SECRETARY:
By:
Title:
ASSISTANT CITY A�A C� TTO EY:
By: nn
Title: H ss e sIA Minn,
December 2012
IIS a yee me J d pe6 rt�- +egvjrc, OFFICIAL RECORD
C elf QP�W4 CITY SECRETARY
1 FT.WORTH,TX