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HomeMy WebLinkAboutContract 47901 4WO .�i RECEIVED CITY SECRETARY JUN 21 2016 CONTRACT NO. CITY OF FORT WORTH LICENSE AGREEMENT CITYSECRUM This License Agreement ("Agreement") is entered into by and between the City of Fort Worth, Texas, a home-rule municipal corporation of the State of Texas ("City"), and Shirley Turner, an individual ("Licensee"). WHEREAS, the City owns a certain piece of property known as Overton Park, located at 3500 Overton Park Drive East, Fort Worth, Texas ("Park"); WHEREAS, within the Park are two, newly-renovated tennis courts, which are set forth in more detail in Exhibit A, which is attached hereto and incorporated herein for all purposes("Tennis Courts"); WHEREAS, Licensee desires to use the Tennis Courts to provide tennis and tennis-related activities, including, but not limited to, group tennis lessons, clinics, and play days, ("Tennis Activities") for the neighborhood and general public at no charge; WHEREAS, the cost of attending and participating in such Tennis Activities can often be cost- prohibitive, discouraging many from enjoying the recreational benefits of tennis; WHEREAS, playing tennis has many health benefits, including, but not limited to, increasing aerobic capacities; lowering resting heart rate and blood pressure; improving metabolic function and bone density; lowering body fat; and improving muscle tone, strength, and flexibility; WHEREAS, tennis is recognized as a lifetime sport, allowing individuals of all ages to partake in its health benefits; WHEREAS, providing the Tennis Activities at no cost will improve access to, and participation in, the sport of tennis, which the parties recognize will serve as a substantial recreational and health benefit to the public; WHEREAS, the City has reviewed the Licensee's request and agrees to grant the Licensee use of the Tennis Courts in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration. the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. License and Purpose. City hereby grants to the Licensee the right to use the Tennis Courts ("Licensed Premises") to provide Tennis Activities to the general public and for no other purpose. 2. Term. The term of this Agreement shall be for one year, effective beginning on June 1, 2016 and expiring on May 31, 2017 ("Primary Term"). The parties may renew this Agreement on a year- to-year basis upon mutual written agreement (each a"Renewal Term"). 3. Use of the Licensed Premises: a. Within thirty (30) calendar day prior to entering the Licensed Premises, the Licensee OFFICIAL RECORD shall submit a schedule to the Director of the Park and Recreation Department or that CITY SECRETARY person's designee ('`Director") for the use of the Licensed Premises. The schedule for FT.A1'OMI m I or'6 use of the Licensed Premises shall include, without limitation, day(s) of the week, hours, and tennis court (Court I or Court 2). Should the Licensee desire to revise the schedule of use, then the Licensee shall provide such revisions to the Director, in writing. All schedules shall be subject to review and approval by the Director and any approved schedule, including, but not limited to, revised schedules, shall be referred to herein as the "License Period". b. Any signage to be displayed by the Licensee shall be subject to review and approval by the Director and may only be displayed on the Licensed Premises during the License Period. c. Licensee shall only have use of one of the Tennis Courts during the License Period, with the other court remaining open for other uses, including, but not limited to, use by the general public. d. Use of the Licensed Premises shall be limited to the Licensee and anyone participating in the Tennis Activities. 4. Consideration: The substantial recreational and health benefits to be received by the general public from Licensee's use of the Licensed Premises to conduct its Tennis Activities at no charge (as set forth in the whereas clauses) shall serve as sufficient consideration for the use of the Licensed Premises during the Primary Term and any Renewal Term of this Agreement. If Licensee charges or assesses any type of fee for any Tennis Activities related to this Agreement during the Primary Term or any Renewal Term, then such action shall be construed as a breach of contract subject to termination as set forth herein. 5. Liability. Licensee covenants and agrees to release City, its officers, agents, representatives, servants, and employees, from any and all claims or suits for property damage, personal injury, or any other type of loss or adverse consequence related in any way to the existence of this Agreement or the use and occupancy of the Tennis Courts. Furthermore, City shall not be liable to Licensee for any damage or theft of Licensee's equipment, facilities, or other contents. If any City-owned property is damaged or destroyed as a result of Licensee's use herein, then Licensee shall be responsible for all repairs or replacements and any costs related thereto. 6. INDEMNIFICATION. LICENSEE AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY, AND ITS OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS, AND PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO, DEATH) THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) License Agreement "of 6 LICENSEE'S USE OF THE TENNIS COURTS, (ii) LICENSEE'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, OR (iii) ANY ACT OR OMISSION OF LICENSEE RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT. 7. Termination. a. Termination for Convenience. The City may terminate this Agreement for convenience with thirty (30) calendar days' written notice. b. Termination for Cause. The City may terminate this Agreement for cause in the event Licensee fails to perform in accordance with the terns and conditions contained herein. In such event, the City shall give Licensee written notice of Licensee's failure to perform, giving Licensee fourteen (14) calendar days to come into compliance with the Agreement's requirements. If Licensee fails to come into compliance with this Agreement, City shall notify Licensee, in writing, and this Agreement shall be terminated as of the date of such notification. Termination of this Agreement under this provision shall not relieve the Licensee of any damages resulting from a breach or a violation of the terms of this Agreement 8. Compliance with Laws. Licensee shall, at its own cost and expense, comply with all applicable laws, rules, and regulations. 9. Notice. All notices required or permitted under this Agreement shall be conclusively determined to have been delivered when (i) hand-delivered to the other party, its agent, employee, servant, or representative, or (ii) received by the other party by reliable overnight courier or United States Mail, postage prepaid, return receipt requested, at the address stated below or to such other address as one party may from time to time notify the other in writing. To THE CITY: To LICENSEE: Director Shirley Turner Park and Recreation Department 2717 Colonial Parkway City of Fort Worth Fort Worth, Texas 76109 4200 South Freeway, Suite 2200 Fort Worth, Texas 76115 With a copy to: Department of Law City of Fort Worth Attn: City Attorney 1000 Throckmorton Fort Worth, Texas 76102 License Agreement 3 of 6 10. Force Majeure. If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades, insurrections; riots, epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or any equivalent alert system that may be instituted by any agency of the United States; any arrests and restraints; civil disturbances: or explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. If a Force Majeure Event occurs, the City may, in its sole discretion, close or postpone the opening of its community centers, parks, or other City-owned and operated properties and facilities in the interest of public safety and operate them as the City sees fit. 11. Choice of Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, 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. 12. Binding Effect. The terms and provisions of this Agreement shall inure to the benefit of and be binding upon City and Licensee and their respective successors and assigns and shall be covenants running with the land. 13. Licensee Status. It is expressly understood and agreed that Licensee is not an agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Licensee shall have the exclusive right to control the details of her operations and activities and be solely responsible for the acts and omissions of her officers, agents, servants, employees, and contractors, if any. Licensee acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Licensee, her officers, agents, employees, servants. and contractors, if any. Licensee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Licensee. 14. Entire Agreement. This Agreement contains all of the agreements between the parties respecting the subject matter hereof, and no prior representations or statements, verbal or written, have been made modifying, adding to, or changing the terms of this instrument. License Agreement 4 off 15. No Waiver of Immunity. Nothing herein shall be deemed to limit or waive the sovereign or governmental immunity of City. 16. Assignment. This Agreement, in whole or in part, is not assignable by Licensee, without the express written consent of the City. Any attempt to assign this Agreement without the required consent is void and without force and effect. By executing this Agreement, Licensee agrees to and accepts the terms, conditions and provision contained herein. CITY OF FORT WORTH: SHIRLEY TURNER By:: A", S an Alanis ssistant City Manager Date: o Date: APPROVED AS TO FORM AND LEGALITY: Ass' tto y4-ryLtT r.tVALLACi+ ATTESTE10 a � 0 lA ^�0 ._ Ci ecr apy t' Id Contract Authorization: oy �; 'y �j;% No M&C Required OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX License Agreement 5 of 6 EXHIBIT A TENNIS COURTS r F a W do H 5 ILL e � , License Agreement 6 of 6