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HomeMy WebLinkAboutContract 33838 1 ,CiTy SECRETAR " 0',JTR,1 C T N0. STATE OF TEXAS § COUNTY OF TARRANT § LICENSE AGREEMENT THIS LICENSE AGREEMENT is made and entered into by and between the CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas, located in Tarrant, Denton and Wise Counties, Texas, (hereinafter referred to as the"City") and PLANET KIDZ, INC., d/b/a AMERICA'S KIDZ, COMMUNITIES FOR KIDS, FUN TIME LIVE, and FRIDAY NITE LIVE, a Texas corporation, (hereinafter referred to as the "Licensee") acting by and through its duly authorized President. SECTION 1. PREMISES 1.01 For and in consideration of the rental payments to be paid under this license agreement and the agreements of the parties expressed herein, City does hereby grant to Licensee the use of space located at the Southwest Community Center herein described as the " Premises" as follows: 1500 square feet of net usable space located at the Southwest Community Center, 6300 Welch, Fort Worth, Tarrant County, Texas, 76133. The City has provided off-street parking for 65 vehicles that includes 2 parking spaces that meet applicable handicap accessibility requirements. Licensee understands and agrees that the parking areas at the Community Center are not for the exclusive use of the Licensee and that the City and/or patrons of the Community Center and/or Park may use the parking spaces at any time. 1.02 The City grants to Licensee the use of a said portion of the Premises outside the Center's normal hours. Licensee may use the said portion of the Premises weekly between the hours of 6:00 p.m. and 12:00 a.m. each Saturday during the Fort Worth Independent School District school year. The Center will be closed and unavailable for use by the Licensee on Sundays and on all regular City holidays. Except due to emergency circumstances, City agrees to notify Licensee of any change in the hours of operation by providing Licensee with written notice, at least five (5) working days prior to the change taking effect. City agrees to provide similar notice to Licensee should the Premises not be available to the Licensee due to special events, scheduled maintenance or other non-emergency closures. If Licensee requires access at times other than for emergencies and normal operating hours as set forth herein, Licensee shall notify the City by providing City with written notice, at least five (5)working days prior to the needed change. Access by Licensee to the Premises at times other than during the normal operating hours is within the discretion of the City. In the event of a change in hours or availability, such change shall not give rise to any claim against the City by the Licensee, whether for lost profits, cost, overhead, or otherwise. O _ �RR����_JAII,,uIIII7II�77II��I{]�r�({you/\ 1 - 16 � I ;.I �YO ••r•i`�VC�YYY� �LY`i0 1.03 Licensee understands that the City is granting the Licensee use of Premises outside the Center's normal hours. Licensee shall have access only when City Staff is present. City Staff shall be responsible for arming and disarming the alarm system. 1.04 If the Licensee requests additional space during the term of this License, City may, at its sole discretion and if space is available, furnish such space adjacent to the Premises, requested by the Licensee at a usual and customary rental rate. The contract term shall be amended to provide that the additional license space term shall be concurrent with the balance of the license period outlined by this Agreement. The City agrees to furnish all services provided in this Agreement to the additional space. The License of additional space shall not be valid unless executed in writing and signed by both parties. 1.05 Licensee shall use the licensed space solely for the purpose of providing Youth Activity Programs during the hours specified in Paragraph 1.02 herein. SECTION 2 RENTAL 2.01 As consideration for this License Agreement, Licensee covenants and agrees to pay to City the sum of Two Dollars and No/Cents ($2.00) per paid attendee per weekly session. Payments are due weekly. Licensee may set the charge for participants at a maximum of$9.00 per person. Licensee shall submit a list of attendees with each payment. This list may include a "Z" sheet which will provide the names of attendees who are children of Licensee employees or recipients of free passes. No fee is required for attendees on this list. 2.02 The receipts provided for herein shall be due and payable by Licensee to the City on the Saturday following each event. Licensee has seven (7) calendar days to prepare and submit the lists of attendees and the payment for each event. Payments shall be turned in to the Southwest Community Center Supervisor on Saturday of each week. These sums shall be deposited with the Southwest Community Center Advisory Council. SECTION 3 TERM OF LICENSE 3.01 The primary term of this License shall be for the period commencing on the 1'` day August 2006 and ending on the 31't day of July 2007. 3.02 The primary term may be renewed by mutual agreement between the Licensee and the City for two (2) successive 1-year terms under the same conditions and terms of this Agreement. The successive terms shall begin on August I'of each year and end on the 31"of July each year. Licensee must advise the City in writing of its intent to renew the License at least thirty (30) days prior, but no earlier than ninety (90) days, prior to the termination date of the initial 1-year Agreement or the two (2) successive 1-year terms. Failure to timely give such notice shall, at the City's option, cause the lease to terminate at the end of its initial term. 2of13 SECTION 4 DUTIES AND RESPONSIBILITIES 4.01 Licensee shall: A. Provide an organized, planned Youth Activity Program on weekly basis. B. Licensee shall keep accurate and detailed records of attendees. C. Be responsible for the set up of the Premises from 6 p.m. to 7 p.m. and clean up from 11:00 p.m. to 12:00 a.m. Premises shall be restored to same or better condition as existed prior to use. All cleaning items and products are the responsibility of the Licensee. D. Be responsible for ensuring all employees/supervisors have completed, signed, and turned in the Criminal Record Check and Screening form (Attachment A). E. Provide all necessary supervision, equipment, games, audio/video devices, etc. for the activities planned. F. Provide food and drink concessions during the hours of operation. G. Provide list of food, drink, and other concession items to be offered for sale and the sale price to City for approval prior to first program and prior to any changes in list or price thereafter. H. Comply with any and all sanitation requirements for food and drink sales. 1. Ensure all participants meet the age/grade requirements and limits, grades 3-8. I Ensure that the number of participants and supervisors does not exceed the maximum occupancy load for the space used. K. Provide adequate supervision of participants at a ratio of not more than 30 participants to one (1) supervisor. Supervisors and all other employees shall be a minimum of 18 years of age and have passed the Criminal Record Check. L. Provide adequate security at all times of operation during all programs. Licensee shall use off-duty City of Fort Worth Police Officers for security. M. Provide notice of cancellation of any program not less than 72 hours prior to scheduled program. N. Be permitted to use and display its company logo banner during each program. The banner shall be removed at the end of each program. 0. Store all equipment, food and drink items, supplies, and signs at an off-site location. No storage is available on the Premises. P. Promote the program in the community. 4.02 The City will: A. Provide staff to unlock the Premises, disarm security system, turn on lights and heat/ac systems, ensure lights and heat/ac are turned off, set security system, and lock the Premises. B. Ensure the Premises are ready for set up by Licensee. C. Ensure the Premises are cleaned properly prior to closing and locking the Premises. D. Assist with the promotion of the program in Community Center schedules. E. Ensure City staff does not interfere with program except in cases of safety or emergency. 3of13 SECTION 5 RIGHT OF ACCESS 5.01 During the term of this License, City or its agent shall have the right to enter upon the Premises during reasonable hours for the purpose of examining and inspecting the same and determining whether Licensee has complied with all the terms and conditions of this Agreement. 5.02 During any inspection, City may perform any obligations that City 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. 5.03 Licensee will permit the City's Fire Marshal or his or her authorized agents to inspect the Premises and Licensee and City will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Premises into compliance with the City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. SECTION 6 TITLE AND CONSTRUCTION 6.01 Licensee agrees that Licensee has examined the Premises prior to the execution of this Agreement and is satisfied with the physical condition of the Premises. Licensee's taking possession of the Premises shall be conclusive evidence of its receipt of the premises in a safe, sanitary, and good condition and repair, except for those conditions that the Licensee provides City written notice of prior to the execution of this Agreement and subject to the required improvements as listed in Exhibit A. Licensee agrees that it is taking the Premises in their current "AS IS" condition with no representations or warranties of any nature whatsoever by City(except as otherwise specifically provided for in this License). SECTION 7 USE OF PREMISES; PERSONNEL, COMPLIANCE WITH LAW; EASEMENTS 7.01 Licensee is granted and shall have the right to use and occupy the Premises as provided and limited in this Agreement for the purpose of providing Youth Activity Programs, provided that such purpose complies with existing zoning of the Premises and the purposes stated under this Agreement. 7.02 Licensee covenants and agrees that it shall not engage in any unlawful use of the 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 Premises and Licensee immediately shall remove from the Premises any person engaging in such unlawful activities. Unlawful use of the Premises by Licensee itself shall constitute an immediate breach of this License. 4of13 7.03 Licensee will not do or suffer any waste to the Premises. Licensee shall, at its cost and expense, comply with and cause the Premises to comply with: (i) all valid federal, state, local, and other governmental laws, ordinances, rules, orders, and regulations affecting the Premises or a part thereof or the use thereof, and (ii) all rules, orders, and regulations of the National Board of Underwriters or other body exercising similar functions in connection with the prevention of fire or the correction of hazardous conditions which apply to the Premises. 7.04 Licensee shall comply with the requirements of all policies of insurance which at any time may be in force with respect to the Premises and, to the extent that Licensee has written notice thereof, with the provisions of any contracts, agreements, and restrictions affecting the Premises or a part thereof or the ownership, occupancy, or use thereof which shall have existed at the time of commencement of the Primary Term. 7.05 Licensee will comply with all federal, state, and local laws, statutes and all ordinances, charter provisions, rules and regulations of the City of Fort Worth; including all rules, regulations and/or requirements of the City of Fort Worth Police and Fire Departments; and any and all requirements specifically made by the City of Fort Worth Fire Marshal in connection with this License Agreement. 7.06 All City facilities are designated non-smoking areas. 7.07 If the United States Department of Homeland Security issues a Level Orange gr Level Red Alert, the City, in its sole discretion, may close or postpone the opening of the community centers in the interest of public safety. SECTION 8 TAXES AND OTHER CHARGES; UTILITIES; LIENS 8.01 Licensee acknowledges that it has no authority to engage in any act or to make any contract that may create or be the foundation for any lien upon the property or interest in the property of City. If any such purported lien is created or filed, Licensee will not permit it to remain, and will at its cost and expense promptly discharge, all liens, encumbrances, and charges upon the Premises or a part thereof, arising out of the use or occupancy of the Premises or a part thereof by Licensee, by reason of any labor or materials furnished or claimed to have been furnished, by, through, or under Licensee, by reason of any construction, improvement, alteration, addition, repair, or demolition of any part of the Premises. Licensee's failure to discharge any such purported lien shall constitute a breach of this License and City may terminate this License upon thirty (30) days written notice. However, Licensee's financial obligation to City to liquidate and discharge such lien shall survive following termination of this License and until such a time as the lien is discharged. 5of13 0F�1�1ik1. r2l 1�CJ'�kD� CITY OK171H RCU17 r�r; .1 Ui -" a t;i"���!• i L a SECTION 9 MAINTENANCE 9.01 Licensee shall keep and maintain the Premises in a good, clean, and sanitary condition at all times. Licensee covenants and agrees that it will not make or suffer any waste of the Premises. Licensee shall be responsible for all damages caused by Licensee, its agents, servants, employees, contractors, subcontractors, licensees, or invitees. The City will fully repair or otherwise cure all such damages and Licensee shall fully reimburse the City for all cost and expense. The City shall determine whether any damage has been done, the amount of the damage, and the reasonable costs of repairing the damage. Any damage by the Licensee or others incident to the exercise of privileges herein granted shall be repaired or replaced by the City. 9.02 City shall pay all utilities. Licensee shall not have access to City computers during the use of the Premises. Licensee may have use of 1 telephone line for local calls only. ,SECTION 10 IMPROVEMENTS,REPLACEMENTS,ADDITIONS,AND REMOVALS; LANDLORD'S LIEN 10.01 City hereby covenants and agrees that the Licensee may bring on to the Premises any equipment reasonably necessary for the efficient use of the premises by the Licensee. 10.02 Licensee will not do or permit to be done any injury or damage to any buildings or part thereof, or permit to be done anything which will damage or change the finish or appearance of the Premises or the furnishings thereof or any other property belonging to the City by the erection or removal of equipment or any other improvements, alterations or additions without the written consent of the City. No decorative or other materials shall be nailed, tacked, screwed or otherwise physically attached to any part of the Licensed Premsies or fixtures of the City without the written consent of the Director of Parks and Community Services. 10.03 Licensee agrees that, except as otherwise expressly provided herein, all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Premises shall be at Licensee's sole risk or at the sole risk of those claiming under Licensee. 10.04 After consent is given by the City, any signs necessary to indicate Licensee's name and location shall be prepared and installed by the Licensee, at the sole cost of Licensee, in accordance with applicable rules and regulations of the City and in keeping with building decor. Any special requirements of Licensee contrary to the above must be made a part of this License by written modification. 10.05 City assumes no responsibility for any property placed on the Premises or any part thereof by the Licensee or any agent, officer, and/or employee of the Licensee. To the extent permitted by the constitution and the laws of the State of Texas, Licensee hereby expressly 6of13 rerentals and discharges City from any and all liability for any property damage or loss and/or personal injury, including death, arising out of or in connection with, directly or indirectly the occupancy and/or use of the Licensed Facilities and any and all activities conducted thereon sustained by reasons of the occupancy of said buildings under this Agreement. SECTION 11 INDEMNIFICATION 11.01 LICENSEE AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) LICENSEE'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR(ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF LICENSEE, ITS OFFICERS,AGENTS,ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY,) OR SUBCONTRACTORS, RELATED TO PLANET KIDZ, INC. PROGRAM OR THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH LICENSEE AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS. SECTION 12 INSURANCE REQUIREMENTS 12.01 Licensee covenants and agrees to obtain and keep in force during the term of this License Agreement a policy covering the Licensee providing for bodily injury and property damage insurance in amounts as follows: a. Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate b. Worker's Compensation: Coverage A: Statutory limits Coverage B: Employer's Liability $100,000 each accident $500,000 disease-policy limit $100,000 disease- each employee 7of13 ,. „�, 9(111�'l �ECoil Cliff �AR!1:1111110 12.02 Certificates of insurance evidencing all required insurance shall be delivered to City prior to occupancy. a. All policies except Worker's Compensation shall be endorsed to name City an Additional Insur. , as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. b. Certificate(s) of insurance shall document that insurance coverage specified in this agreement are provided under applicable policies documented thereon. c. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements. d. A minimum of thirty (30) days notice of cancellation or material change in coverage effecting the required lines and limits of insurance shall be provided to the City. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Director, PACSD, City of Fort Worth, 4200 South Freeway, Suite 2200, Fort Worth, Texas 76115-1499. e. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A: VII in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. f. Deductible limits, or self insured retentions, affecting insurance required herein shall be acceptable to City in its sole discretion; and, in lieu of traditional insurance, any alternative coverage maintained through insurance pools or risk retention groups must also be approved. Dedicated financial resources or letters of credit may also be acceptable to City. g. All policies shall each be endorsed with a waiver of subrogation in favor of City. h. City shall be entitled, upon its request and without incurring expense, to review the Lessee's insurance policies including endorsements thereto and, at the City's discretion, Lessee may be required to provide proof of insurance premium payments. i. The Commercial General Liability insurance policy shall have no exclusions by endorsements that have effect on the lines and limits of insurance required in this agreement,unless the City approves such exclusions. 12.03 The policy must not be subject to cancellation for any reason except upon thirty (30) days prior written notice by the insurer to the City of Fort Worth. Licensee shall furnish certificates of insurance evidencing these coverages and the waiver and naming the City of Fort Worth, Parks and Community Services Department, Southwest Community Center as an additional insured party prior to the inception of the Term and shall deliver renewal certificates to the City if the coverages expire during the Term. 8of13 12.04 Licensee hereby waives subrogation rights for loss or damage against the City, its officers, agents, and employees for personal injury (including death), property damage, or any other loss. 12.05 Licensee shall not do or permit to be done anything in or upon any portion of the Premises, or bring or keep anything therein or thereupon which will in any way conflict with the conditions of any insurance policy upon the Premises or any part thereof, or in any way increase the rate of fire insurance upon the Premises or on property kept therein, or in any way obstruct or interfere with the right of other tenants of the Premises, or injure or annoy them. 12.06 The City may terminate this License Agreement immediately upon failure of the Licensee to provide acceptable documentation of insurance as required by this Section. Certificates of insurance evidencing the above required insurance shall be presented to the City prior to execution of this License Agreement and annually by the expiration date shown on the insurance certificate. 12.07 Licensee agrees that if it is a charitable organization, corporations, entity or individual enterprise having, claiming or entitled to any immunity, exemption (statutory or otherwise) or limitation from and against liability for damage or injury to property or persons under the provisions of the Charitable Immunity and Liability Act of 1987, C.P. R.C., § 84.001 et seq., or other applicable law, that Licensee hereby expressly waives its right to assert or plead defensively any such immunity or limitation of liability as against City. Copy of the documentation stating this organization's status is due annually to the address specified for Parks and Community Services in Paragraph 21 of this document. SECTION 13. CONDEMNATION 13.01 If the title to all or substantially all of the Premises is taken by condemnation proceedings or any right of eminent domain, this License will terminate on the date of such taking, and City shall be entitled to receive the proceeds resulting from such taking. Licensee waives any right to any compensation attributable to its leasehold interest in the Premises. SECTION 14 SUBLETTING AND ASSIGNING 14.01 Licensee shall not assign its interest under this License without receiving the written consent of City (which shall not be unreasonably withheld), but will thereafter remain liable for all obligations herein placed on Licensee. Neither this License nor the term demised hereby shall be mortgaged by Licensee nor shall Licensee mortgage or pledge the interests of Licensee in and to any sublicensee or to rental payable thereunder. Any assignment without the consent of the City shall be void. 14.02 Licensee may not sublet the Premises in whole or in part without the written consent of City. Any subrental of the Premises without the consent of the City shall be void. ll 9 of 13 0Fl;�1v1 ?I Ui,l�60 Dil �. � TUB, ALEX. 14.03 In the event Licensee shall merge or consolidate with any other corporation or transfer all or substantially all of its business and assets to another corporation, which in any such case succeeds to all or substantially all of the business and assets of Licensee, such successor corporation or entity may succeed to and be substituted for Licensee with the same effect as if it had been named herein as Licensee only by written consent of the City. SECTION 15 TERMINATION 15.01. This Agreement may be terminated without cause by either party upon thirty (30) days written notice of such intent to cancel. 15.02. Upon termination, all funds owed to the City shall be due and payable by the tenth (10th) calendar day from the date of termination. 15.03. If Licensee fails to perform under the terms of this Agreement, the City may, at its discretion, provide Licensee an opportunity to cure or correct such performance within the timeframe specified by the City. 15.04. The City may not terminate this Agreement for the sole purpose of establishing, setting up, or copying this same program. 15.05. Within twenty (20) days following the effective date of termination or expiration, Licensee shall remove from the Premises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Premises by Licensee pursuant to this License. After such time, City shall have the right to take full possession of the Premises, by force if necessary, and to remove any and all parties and property remaining on any part of the Premises. Licensee agrees that it will assert no claim of any kind against City, its agents, servants, employees or representatives, which may stem from City's termination of this License or any act incident to City's assertion of its right to terminate or City's exercise of any rights granted hereunder. SECTION 16 REMEDIES; NO WAIVER 16.01 Each right, power, and remedy of City provided for in this License shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this License, or, unless prohibited by the terms hereof, now or hereafter existing at law or in equity or by statute or otherwise, in any jurisdiction where such rights, powers, and remedies are sought to be enforced, and the exercise or beginning of the exercise by City of any one or more of the rights, powers, or remedies provided for in this License or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by City of any or all such other rights, powers, or remedies. 16.02 The failure to insist upon a strict performance of any of the covenants or agreements herein set forth or to declare a forfeiture for any violation thereof shall not be considered or taken as a waiver or relinquishment for the future of City's rights to insist upon a strict compliance by 10 of 13 Licensee with all the covenants and conditions hereof, or of City's right to declare a forfeiture for violation of any covenants or conditions if such violation be continued or repeated beyond the curative periods of time permitted in above. SECTION 17 INDEPENDENT CONTRACTOR 17.01 It is expressly understood and agreed that Licensee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative, or employee of City. Licensee shall have the exclusive right to control the details of its operations and activities on the 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 City 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 City and Licensee. SECTION 18 NON-DISCRIMINATION/DISABILITIES 18.01 Licensee, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of Licensee's use of the Premises on the basis of race, color, national origin, religion, handicap, gender, sexual orientation, or familial status. 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 the Premises on grounds of race, color, national origin, religion, handicap, gender, sexual orientation, or familial status. SECTION 19 LICENSES AND PERMITS. 19.01 Licensee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for its operations. 19.02 Copy of the documentation stating this organization's status is due annually by to the address specified for Parks and Community Services in Paragraph 22 of this document. 19.03 With the use and/or provision of amplified or non-amplified music in a City of Fort Worth facility, Licensee agrees to assume full responsibility for complying with the Federal Copyright Law of 1978 (17 U.S.C. 101, et seq.). This law states that the user is responsible for abiding by royalties, copyrighted works, and securing permission from artists/performers for any music used. 11 of 13 SECTION 20 VENUE AND JURISDICTION 20.01 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 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. SECTION 21 WAIVER, SECTION HEADINGS,AND SEVERABILITY 21.01 Neither this License nor any provision hereof may be changed, waived, discharged, or terminated orally, except by an instrument in writing, signed by the parties. This License shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 21.02 The headings in this License are inserted for reference only, and shall not define or limit the provisions hereof. 21.03 This License may be executed in several counterparts, each of which shall be an original, but all of which shall constitute one instrument. 21.04 In the event that any clause or provision of this License shall be held to be invalid by any court or competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. SECTION 22 NOTICES 22.01 All notices required or permitted under this Agreement may be given to a party personally or by mail, addressed to such party at the address stated below or to such other address as one party may from time to time notify the other in writing. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: LICENSEE City of Fort Worth Planet Kidz, Inc. c/o Director Parks and Community 2010 Industrial Blvd. Services Department Suite 604 4200 South Freeway, Suite 2200 Rockwall, TX 75087 Fort Worth, Texas 76115 With a copy to: City Attorney's Office 1000 Throckmorton ---- Fort Worth Texas 76102 " 12 of 13 x111 NEEIHRF �1. vi`01 E,7H1 7 E X I Or to such other address as such party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. SECTION 23 ASSIGNMENT 23.01 Licensee shall not assign or sublease its privileges, rights or duties hereunder without written permission of the City. SECTION 24 ENTIRE UNDERSTANDING 24.01 This License expresses the entire understanding and all agreements of the parties hereto with each other and neither party hereto has made or shall be bound by any agreement or any representation to the other party which is not expressly set forth in this License. IN WITNE S WHEREOF, the parties have executed this License Agreement in multiples, this ay of 2006. CITY OF RT WORTH PLANET KIDZ,INC. By: By: Libby Wa son Dale A. Oakes, President Assistant City Manager APPROVED AS TO FORM AND LEGALITY: C cy � Assist t City Attorney Attested Bye ,L, ,,L- a4� -16*-It[arttendrix Cityretary 13 of 13r ����1f, ��� N0 M&C IZE")UIRFD n _�.�..�..w... ��v �:T�'�t�U°taw, .