HomeMy WebLinkAboutContract 51557 CITY SECRETARY
CONTRACT NO._ 51557
7
LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND
BASS FOUNDATION FOR THE CONSTRUCTION OF PARK IMPROVEMENTS IN
TRINITY PARK
This LICENSE AGREEMENT ("License") is made and entered into by and between the
CITY OF FORT WORTH ("Licensor"), a home rule municipal corporation organized under the
laws of the State of Texas, acting by and through Fernando Costa, its duly authorized Assistant City
Manager, and BASS FOUNDATION ("Licensee"), a Texas non-profit corporation, acting by and
through Pete Geren, its Executive Director.
RECITALS
WHEREAS, Licensor owns and operates Trinity Park located at 2401 University Drive,
Fort Worth, Texas; and
WHEREAS, Licensee desires to construct a parking lot, sidewalks, trails, and landscape
improvements (collectively, the "Facilities") in a portion of Trinity Park to provide enhanced
public accessibility to Van Zandt Cottage and to deliver improved parkland for Licensor's
residents, with these Facilities having a minimum estimated capital value of$850,000; and
WHEREAS, Licensor desires to license to Licensee and Licensee desires to license from
Licensor the Licensed Premises (defined below) for the purpose of allowing Licensee to
construct the Facilities, after which Licensee intends to donate the Facilities to Licensor.
NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations
contained herein, the parties agree as follows:
1. PROPERTY LICENSED.
Licensor hereby grants unto Licensee a non-exclusive license over 16.94 acres of Trinity
Park, the location and boundary of which are attached as Exhibit"A"and incorporated herein for all
purposes (the "Licensed Premises"). Licensor shall provide Licensee full access to the Licensed
Premises during the Term, as defined herein. Licensor shall designate in writing a contact person
for Licensee to request access relative to the fencing around the Van Zandt Cottage.
2. TERM OF LICENSE.
The term of this License ("Term") shall commence on the date of the start of construction of
the Facilities ("Effective Date") and expire on the earlier of(i) ten (10) months after the Effective
Date, or (ii) seven (7) days after Licensor's receipt of notice from Licensee of Licensee's
abandonment of the Licensed Premises.
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3. RENT.
Licensee shall pay to Licensor the sum of$100.00 as rental for the full Term of the License
on or before the Effective Date and prior to Licensee's entry onto the Licensed Premises.
4. CONSTRUCTION OF FACILITIES.
4.1. Approval of Plans for Facilities.
Licensee may, at its sole discretion and subject to the terms herein, construct the
Facilities on the Licensed Premises through an independent contractor engaged by and paid
exclusively by Licensee ("Licensee's Contractor"). Licensee may not start construction of
the Facilities until Licensee has received approval of the plans, specifications and cost
estimates for the Facilities from Licensor or its designated representative,the Director of the
Park & Recreation Department or his designee ("Licensor's Representative"), and any other
Licensor departments as required under ordinance or Licensor policy. The plans and
specifications for the Facilities shall conform to the architectural and engineering standards
established by Licensor and must conform to all federal, state and local laws, ordinances,
rules and regulations in force at the time the plans are presented for review, including any
requirements related to the designation of Van Zandt Cottage as an Historic & Cultural
Landmark by the City of Fort Worth Historic and Cultural Landmarks Commission.
Licensee agrees to submit the plans and specifications for the Facilities to the Texas
Department of Licensing and Regulation for review and approval for compliance with
applicable accessibility statutes and regulations prior to the start of construction.
After obtaining approval of the plans, specifications and cost estimates for the
Facilities, Licensee shall start construction and proceed to substantial completion of the
Facilities, in accordance with the approved plans, within the Term. Licensee shall be solely
responsible for obtaining all necessary permits for the construction and completion of the
Facilities. For the purposes of this Section, "start construction" or "start of construction"
shall mean the date stated in a Notice to Proceed (or other similar document) issued by
Licensee to Licensee's Contractor, and "substantial completion" shall mean that point in
time when the Facilities are completed to such extent as Licensor could accept the Facilities
and a final punch-list is developed by Licensee and Licensee's Contractor. Upon
completion of the Facilities or earlier termination of this License, Licensor shall take full
title to the Facilities, and Licensee shall have no further obligations under this License.
Any of Licensor's property adjacent to the Licensed Premises that is damaged by
the construction of the Facilities shall be repaired and returned to its previous condition
or better, at Licensee's sole cost and expense. Such repairs shall be performed prior to
Licensee's Contractor demobilizing from the Licensed Premises.
Licensee agrees that no improvement to the Licensed Premises will be designed
or constructed in such a manner that it causes an adverse impact to the usability of
Licensor's adjacent property, which is parkland.
LICENSE AGREEMENT WITH BASS FOUNDATION
FOR A PORTION OF TRINITY PARK PAGE 2 of 13
4.2. As-Built Documents.
Upon completion of the Facilities, Licensee shall supply Licensor's Representative
with comprehensive sets of documentation relative to the Facilities. As-built drawings shall
be new drawings or redline changes to drawings previously provided to Licensor's
Representative. Licensee shall supply the textual documentation in computer format as
requested by Licensor.
4.3 Indemnification for Lien Claims.
LICENSEE AGREES TO DEFEND AND INDEMNIFY LICENSOR FROM
ANY CLAIM ASSERTED BY LIEN CLAIMANTS ON THE LICENSED PREMISES
ARISING OUT OF THE CONSTRUCTION OF THE FACILITIES BY LICENSEE'S
CONTRACTOR ON THE LICENSED PREMISES.
5. USE OF LICENSED PREMISES.
Licensee agrees to use the Licensed Premises strictly in accordance with the terms and
conditions of this License and solely for purposes related to construction of the Facilities.
6. UTILITIES.
Licensee, at Licensee's sole cost and expense, shall be responsible for the installation of all
utilities required for the Facilities in compliance with Licensor's Codes and shall pay for any utility
services on the Licensed Premises required during the construction of the Facilities.
7. CONDITION OF LICENSED PREMISES.
7.1. Maintenance and Repairs by Licensee.
Licensee agrees to keep and maintain the Licensed Premises in a good, clean and
sanitary condition at all times throughout the Term and agrees not to make or suffer any
waste of the Licensed Premises. Licensee shall be responsible for all damages caused by
Licensee, its agents, servants, employees, contractors, subcontractors, licensees or invitees
during the Term, and Licensee agrees to fully repair or otherwise cure all such damages at
Licensee's sole cost and expense. All equipment, building materials and supplies and other
personal property of every kind which may at any time be on the Licensed Premises shall be
at Licensee's sole risk or at the sole risk of those claiming under Licensee.
7.2. Inspections.
7.2.1. Licensor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Licensed Premises at any time during the
Term.
LICENSE AGREEMENT WITH BASS FOUNDATION
FOR A PORTION OF TRINITY PARK PAGE 3 of 13
7.2.2. If Licensor determines during an inspection of the Licensed Premises that
Licensee is responsible under this License for any maintenance or repairs, Licensor
shall notify Licensee in writing. Licensee agrees to begin such maintenance or
repair work diligently within thirty (30) calendar days following receipt of such
notice and to then complete such maintenance or repair work within a reasonable
time, considering the nature of the work to be done. If Licensee fails to begin the
recommended maintenance or repairs within such time or fails to complete the
maintenance or repairs within a reasonable time, Licensor may, in its discretion,
perform such maintenance or repairs on behalf of Licensee. In this event, Licensee
will reimburse Licensor for the cost of the maintenance or repairs, and such
reimbursement will be due immediately upon written request of Licensor.
7.2.3. During any inspection, Licensor may perform any obligations that Licensor
is authorized or required to perform under the terms of this License or pursuant to its
governmental duties under federal state or local laws, rules or regulations.
7.3. Environmental Remediation.
Neither Licensor not Licensee have actual knowledge of any environmental
condition on the Licensed Premises that would require remediation under applicable federal,
state or local environmental laws and regulations ("Adverse Environmental Condition").
LICENSEE, AT ITS SOLE COST AND EXPENSE, SHALL BE FULLY
RESPONSIBLE FOR THE REMEDIATION OF OR ANY VIOLATION OF ANY
APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATIONS
OR STANDARDS THAT IS CAUSED BY LICENSEE, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES.
However, if Licensee or Licensee's Contractor encounters any Adverse Environmental
Condition on the Licensed Premises that preexisted the Term, Licensee shall promptly give
Licensor written notice of the Adverse Environmental Condition, and Licensor shall then
take appropriate steps, at Licensor's cost and expense, to remediate the Adverse
Environmental Condition in accordance with all applicable environmental laws and
regulations. At Licensee's request, the Term shall be extended for a period equivalent to the
period during which Licensee's construction work on the Facilities is suspended for
Licensor to accomplish the remediation of the Adverse Environmental Condition.
7.4 Protection of Trinity River.
Due to the proximity of the Licensed Premises to the Trinity River, Licensee shall
use commercially reasonable efforts to protect the integrity and water quality of the Trinity
River, including, without limitation, providing and maintaining suitable methods and means
for the disposal of trash, body waste, and excreta in compliance with applicable sanitation
laws and ordinances.
8. RIGHTS AND RESERVATIONS OF LICENSOR.
Licensor hereby retains the following rights and reservations:
LICENSE AGREEMENT WITH BASS FOUNDATION
FOR A PORTION OF TRINITY PARK PAGE 4 of 13
8.1. Licensor reserves the right to take any action it considers necessary to prevent
Licensee from erecting or permitting to be erected any improvement on the Licensed
Premises other than the Facilities.
8.2. Licensor reserves the right to develop and improve adjacent property owned and
operated by Licensor and any improvements thereon.
8.3. Licensee's rights hereunder shall be subject to all existing and future utility and
drainage easements and rights-of-way granted by Licensor for the installation, maintenance,
inspection, repair or removal of facilities owned or operated by electric, gas, water, sewer,
communication or other utility companies. Licensee's rights shall additionally be subject to
all rights granted by any ordinance or statute which allows utility companies to use publicly-
owned property for the provision of utility services.
9. INSURANCE AND BONDS.
9.1. Licensee shall require Licensee's Contractor to procure, and maintain at all times
during the Term, in full force and effect, the following policies of insurance: (i) statutory
worker's compensation insurance for all of Contractor's employees and all workmen on the
Licensed Premises performing construction of the Facilities, (ii) commercial general liability
insurance, (iii) business automobile insurance, and (iv) builder's risk insurance. The
commercial general liability insurance policy and the automobile liability insurance policy
shall be primary to all other insurance maintained by Licensee or Licensor and shall be non-
contributory; shall contain an endorsement listing the Licensor and Licensee as additional
insured (endorsement CG 20 10 10 01 and CG 20 37 10 01) such that coverage is provided
to the additional insured parties for completed operations; and shall be written for not less
than the limits of liability as follows:
(i) Commercial General Liability:
$2,000,000 each occurrence;
$3,000,000 general aggregate per project;
$3,000,000 product/completed operations aggregate; and
$2,000,000 personal and advertising injury.
(ii) Business Automobile Liability:
$1,000,000 combined single limit.
The commercial general liability policy shall contain a contractual liability endorsement and
a products completed operations endorsement, if applicable to the Facilities. The insurance
policies shall not include any of the following endorsements excluding or limiting
coverage: (i) contractual liability limitation, CG 2139; (ii) amendment of insured contract
definition, CG 24 26; (iii) exclusion—explosion, collapse and underground property damage
hazard, CG 2142 or CG 2143; (iv)limitation of coverage to designated premises or project,
LICENSE AGREEMENT WITH BASS FOUNDATION
FOR A PORTION OF TRINITY PARK PAGE 5 of 13
CG 21 44 07 98; (v) exclusion — damage to work performed by subcontractors on your
behalf, CG 22 94 or CG 22 95; (vi) any type of construction defect completed operations
exclusion; and/or(vii) any type of punitive,exemplary, or multiplied damages exclusion.
The worker's compensation policy shall contain a waiver of subrogation endorsement in
favor of Licensor and Licensee.
9.2. Certificates.
As a condition precedent to the effectiveness of this License, Licensee shall furnish
Licensor with appropriate certificates of insurance signed by the respective insurance
companies as proof that it has obtained the types and amounts of insurance coverage
required herein. If any such policy shall expire before the Term of this License, Licensee
shall furnish to Licensor a renewal certificate of insurance not less than thirty(30) days prior
to the expiration of any such insurance policy required hereunder.
9.3. Additional Requirements.
All insurance companies providing coverage pursuant to the requirements of this
License shall have a minimum Best's Rating of A- and a Financial Size Category listing of
no lower than VII, both as provided by A.M. Best Company, Inc. Upon request by
Licensor, Licensee shall deliver a copy of all such policies of insurance required in this
License.
9.4. Bonds.
Prior to the commencement of any construction or alterations on the Licensed Premises,
Licensee's contractor shall provide Licensor a performance and payment bond for
construction of the Facilities as may be required by Licensor. The bond is subject to
Licensor's approval as to form, substance and surety.
10. INDEPENDENT CONTRACTOR.
Licensee shall operate as an independent contractor as to all rights and privileges granted
herein, and not as an agent, representative or employee of Licensor. Licensee shall have the
exclusive right to control the details of its operations and activities on the Licensed Premises and
shall be solely responsible for the acts and omissions of its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees and invitees. Licensee acknowledges that the
doctrine of respondeat superior shall not apply as between Licensor and Licensee, its officers,
agents, employees, contractors and subcontractors. Licensee further agrees that nothing herein shall
be construed as the creation of a partnership or joint enterprise between Licensor and Licensee.
11. INDEMNIFICATION.
LICENSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND,
LICENSE AGREEMENT WITH BASS FOUNDATION
FOR A PORTION OF TRINITY PARK PAGE 6 of 13
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARA CTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS
USE OF OR OPERATIONS ON THE LICENSED PREMISES DURING THE TERM
EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL
MISCONDUCT OF LICENSOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
DURING THE TERM OF THE LICENSE, LICENSEE COVENANTS AND AGREES
TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND LICENSOR,
ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY
AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,ARISING OUT OF OR IN
CONNECTION WITH THE USE, MAINTENANCE, OR OCCUPANCY OF THE LICENSED
PREMISES OR ANY CONSTRUCTION OF IMPROVEMENTS THEREON, EXCEPT TO
THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
LICENSOR, ITS OFFICERS AGENTS, SER VANTS OR EMPLOYEES.
LICENSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LICENSOR
FOR ANY AND ALL INJURIES OR DAMAGES TO THE LICENSED PREMISES OR ANY
IMPROVEMENTS THEREON, WHICH ARISE OUT OF OR IN CONNECTION WITH ANY
AND ALL ACTS OR OMISSIONS OF LICENSEE, ITS OFFICERS,AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE
EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
LICENSOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
12. DEFAULT AND TERMINATION.
In addition to termination rights contained elsewhere in this License, Licensor shall
have the right to terminate this License as follows:
12.1. Failure by Licensee to Pay Rent,Fees or Other Charges.
If Licensee fails to pay any rent, fees or other charges due under this License,
Licensor shall deliver to Licensee a written invoice and notice to pay the invoice within ten
(10) calendar days. If Licensee fails to pay the balance outstanding within such time,
Licensor shall have the right to terminate this License immediately.
12.2. Breach or Default by Licensee.
If Licensee commits any breach or default, other than Licensee's failure to pay rent,
Licensor shall deliver written notice to Licensee specifying the nature of such breach or
default. Licensee shall have thirty (30) calendar days following such written notice to cure,
adjust or correct the problem to the standard existing prior to the breach. If Licensee fails to
cure the breach or default within such time period, Licensor shall have the right to terminate
this License immediately.
LICENSE AGREEMENT WITH BASS FOUNDATION
FOR A PORTION OF'TRINITY PARK PAGE 7 of 13
12.3. Discontinuation or Failure to Complete Construction of Facilities.
If Licensee ceases construction of the Facilities for more than thirty(30)consecutive
calendar days, Licensor shall deliver written notice to Licensee specifying the nature of such
breach or default. Licensee shall have ten (10) calendar days following such written notice
to resume construction. If Licensee fails to resume construction within such time period,
Licensor shall have the right to terminate this License immediately.
If Licensee fails to substantially complete construction of the Facilities in
accordance with the approved plans and specifications within twelve(12)months of the start
of construction, Licensee shall be in default of the License, absent a mutually agreed-upon
written waiver of this time requirement for substantial completion.
Licensor reserves all other rights and remedies available to it whether expressly
stated or not.
12.4. Licensee's Financial Obligations to Licensor upon Termination, Breach or
Default.
If Licensor terminates this License for any non-payment of rent, fees or other
charges or for any other breach or default as provided in Sections 12.1, 12.2, 12.3, or 12.4 of
this License, Licensee shall be liable for and shall pay to Licensor all rent due Licensor for
the remainder of the Term as well as all arrearages of rentals, fees and charges payable
hereunder, and any other costs associated with remediating Licensee's breach. In no event
shall a reentry onto or reletting of the Licensed Premises by Licensor be construed as an
election by Licensor to forfeit any of its rights under this License.
12.5. Rights of Licensor Upon Termination or Expiration.
Upon termination or expiration of this License, title to all improvements on the
Licensed Premises, including the Facilities and all fixtures and other items attached to the
Licensed Premises shall pass to Licensor. In addition, all rights, powers and privileges
granted to Licensee hereunder shall cease, and Licensee shall vacate the Licensed Premises.
Within twenty (20) days following the effective date of termination or expiration, Licensee
shall remove from the Licensed Premises all tools, machinery, equipment, materials and
supplies placed on the Licensed Premises by Licensee pursuant to this License (other than
machinery, equipment and materials incorporated into or used in the operation of the
Facilities). After such time, Licensor shall have the right to take full possession of the
Licensed Premises, by force if necessary, and to remove any and all parties and property
remaining on any part of the Licensed Premises, Licensee agrees that it will assert no claim
of any kind against Licensor, its agents, servants, employees or representatives, which may
stem from Licensor's termination of this License or any act incident to Licensor's assertion
of its right to terminate or Licensor's exercise of any rights granted hereunder.
LICENSE AGREEMENT WITH BASS FOUNDATION
FOR A PORTION OF TRINITY PARK PAGE 8 of 13
13. NOTICES.
Notices required pursuant to the provisions of this License shall be conclusively
determined to have been delivered when (i) hand-delivered to the other party, its agents,
employees, servants or representatives, or (ii) deposited in the United States Mail, postage
prepaid, addressed as follows:
To LICENSOR:
City of Fort Worth
Park & Recreation Department
Attn: Richard Zavala, Director
4200 S. Freeway, Suite 2200
Fort Worth, TX 76115
With a copy to:
City Attorney's Office
Attn: Leann Guzman
1000 Throckmorton
Fort Worth, TX 76102
To LICENSEE:
Bass Foundation
Attn: Pete Geren, Executive Director
309 Main Street
Fort Worth TX 76102
14. LIENS BY LICENSEE.
Licensee acknowledges that it has no authority to engage in any act or to make any contract,
which may create or be the foundation for any lien upon the property or interest in the property of
Licensor. If any such purported lien is created or filed, Licensee, at its sole cost and expense, shall
liquidate and discharge the same within ninety (90) days of such creation or filing. Licensee's
failure to discharge any such purported lien shall constitute a breach of this License, and Licensor
may terminate this License upon thirty (30) days' written notice. However, Licensee's financial
obligation to Licensor to liquidate and discharge such lien shall continue in effect following
termination of this License and until such a time as the lien is discharged.
15. TAXES AND ASSESSMENTS.
Licensee agrees to pay any and all federal, state or local taxes, or assessments which may
lawfully be levied against Licensee due to Licensee's use or occupancy of the Licensed Premises or
the construction of the Facilities.
LICENSE AGREEMENT WITH BASS FOUNDATION
FOR A PORTION OF TRINITY PARK PAGE 9 of 13
16. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Licensee covenants and agrees that it shall not engage in any unlawful use of the Licensed
Premises. Licensee further agrees that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the
Licensed Premises, and Licensee immediately shall remove from the Licensed Premises any person
engaging in such unlawful activities. Unlawful use of the Licensed Premises by Licensee itself
shall constitute an immediate breach of this License.
Licensee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Licensor; and all rules and regulations adopted by the City Council pertaining to the
Licensed Premises, If Licensor notifies Licensee or any of its officers, agents, employees,
contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or
regulations, Licensee shall immediately desist from and correct the violation.
17. NON-DISCRIMINATION COVENANT.
Licensee, for itself, its personal representatives, successors in interest and assigns, as part of
the consideration herein, agrees that no person shall be excluded from participation in or denied the
benefits of Licensee's use of the Licensed Premises on the basis of race, color, national origin,
religion, handicap, sex, sexual orientation, familial status, gender identity, gender expression, or
transgender. Licensee further agrees for itself, its personal representatives, successors in interest
and assigns that no person shall be excluded from the provision of any services on or in the
construction of any improvements or alterations to the Licensed Premises on grounds of race, color,
national origin, religion, handicap, sex, sexual orientation, familial status, gender identity, gender
expression,or transgender.
IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-
DISCRIMINATION COVENANT BY LICENSEE,ITS PERSONAL REPRESENTATIVES,
SUCCESSORS IN INTEREST OR ASSIGNS, LICENSEE AGREES TO INDEMNIFY
LICENSOR AND HOLD LICENSOR HARMLESS.
18. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this License, Licensor does not waive or
surrender any of its governmental powers.
19. NO WAIVER.
The failure of Licensor to insist upon the performance of any term or provision of this
License or to exercise any right granted herein shall not constitute a waiver of Licensor's right to
insist upon appropriate performance or to assert any such right on any future occasion.
LICENSE AGREEMENT WITH BASS FOUNDATION
FOR A PORTION OF TRINITY PARK PAGE 10 of 13
20. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this License or of Licensee's operations on the Licensed Premises, 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.
21. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this License and
either party should retain attorneys or incur other expenses for the collection of rent, fees or charges,
or the enforcement of performance or observances of any covenant, obligation or agreement,
Licensor and Licensee agree that each party shall be responsible for its own attorneys' fees.
22. SEVERABILITY.
If any provision of this License shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired.
23. 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 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 Force Majeure Event. If a Force Majeure Event
occurs, Licensor may, in its sole discretion, close or postpone the opening of its community centers,
parks, or other Licensor-owned and operated properties and facilities in the interest of public safety
and operate them as Licensor sees fit. Licensee hereby waives any claims it may have against
Licensor for damages resulting from any such Force Majeure Event.
24. HEADINGS NOT CONTROLLING.
Headings and titles used in this License are for reference purposes only and shall not be
deemed a part of this License.
LICENSE AGREEMENT WITH BASS FOUNDATION
FOR A PORTION OF TRINITY PARK PAGE 11 of 13
25. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein by
reference, contains the entire understanding and agreement between Licensor and Licensee, and
their respective assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provisions of this License. The terms and conditions of this License shall not be amended
unless agreed to in writing by both parties and, if necessary, approved by the City Council of
Licensor.
[SIGNATURES ON FOLLOWING PAGE]
LICENSE AGREEMENT WITH BASS FOUNDATION
FOR A PORTION OF TRINITY PARK PAGE 12 of 13
IN WITNESS WHEREOF,the parties hereto have executed this License in multiples,this
day of Myem1w.- ) 2018.
LICENSOR:
CITY OF FORT WORTH:
By:
Fernando Costa
Assistant City Manager
APPROVED ASnTO FORM AND LEGALITY:
f ` �'
By: ' 11 1 G0 r, .—
t eann D. Guzman
Senior Assistant City A
FoR
ATTE
By:
. ayse yt
City Secretary
M & C: 4
Approved: N�
City of Fort Worth Contract Compliance iLanager:
By signi I acknowledge that I am the person responsible
for the onit ring and administration of this contract, including
ensuri g all rforma a and reporting requirements.
Na#of Employee
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Title
BASS FOUNDATION,
a Texas non-pr orporation
By:
Pete Geren, Executive Director
1011ICI41 RECORD
LICENSE AGREEMENT WITH BASS FOUNDATION '"7!
FOR A PORTION OF TRINITY PARK PA E'13 of 13
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