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HomeMy WebLinkAboutContract 57008 CSC No.57008 Facilities Use Agreement Between the Fort Worth Independent School District and the City of Fort Worth THIS FACILITIES USE AGREEMENT (the "FUA") is entered into by and between the Fort Worth Independent School District, a political subdivision of the state of Texas and a legally constituted independent school district located in Tarrant County, Texas ("District") and the City of Fort Worth, a Texas home rule municipal corporation(the "City"). The District and City may be collectively referred to as"Parties"or individually as a"Party." WITNESSETH WHEREAS, District is the owner of certain real property known as the Scarborough-Handley Field located at 6201 Craig Street,Fort Worth,Texas 76112;and WHEREAS, due to the COVID-19 outbreak, the City has determined that extraordinary and immediate measures must be taken in order to ensure the health and safety of the citizens of the City of Fort Worth and the surrounding area; and WHEREAS, the Parties desire to agree upon the creation of a public vaccination and testing site to be held in the Scarborough-Handley Field parking lot(the"Premises"); NOW THEREFORE,the Parties to this FUA mutually agree to the following: 1. Term. This FUA shall be for a period beginning on December 28, 2021 and ending on June 30, 2022 (hereinafter called the "Term"). City shall be entitled to access such Premises,during such Term only for the limited purpose of conducting COVID-19 activities such as testing (the "Permitted Use") at Premises. The public site will initially operate on Tuesdays and Thursdays from 8:OOAM until 11:30AM. Days and times may be changed with the mutual written agreement of the Parties. 2. Roles and Responsibilities of the Parties. 2.1.The District agrees to: a. grant City the right to enter and use the Premises during the Term for and in connection with the Permitted Use; b. grant City access to the Premises during the Term for preparing the site in connection with the Permitted Use; c. provide space and utilities for the implementation of the Permitted Use; d. coordinate the use of and access to the Premises on the days and times mutually agreed upon by the Parties in writing; e. provide two-weeks' notice to City of Fort Worth in the event a district-scheduled event precludes the use of the Premises at the previously agreed upon days and times. 2.2.City agrees to: a. not permit any damage to any portion of the Premises, including, but not limited to the erection or removal of equipment. In the event damage is done by the City, or City's employees, agents, or contractors, City hereby covenants and agrees to reimburse District all reasonable and ordinary costs of repair; b. maintain the Premises and any equipment, and/or other improvements on such Premises and that it will repair or replace any such equipment,or other improvements damaged or destroyed by City and/or City's employees,agents,or contractors,during such time that City has the right to use and possess the Premises under this FUA.City, OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX at the end of the Term,shall return the Premises and all equipment and improvements to the District in good repair and working order, undamaged, and properly functioning; c. acknowledge that the District assumes no responsibility for any property placed on the Premises, whether belonging to City or others, and City, to the extent allowed by law,hereby expressly RELEASES and DISCHARGES the District,its Board Members, employees, servants and agents from any and all liability for loss, injury, or damage to the property that may be sustained by reason of or in connection with the occupancy of the Premises under this FUA; d. comply with all laws, ordinances and regulations, federal, state and local, including all school policies and ordinances of any city or other political subdivision in which the Premises are located,including the City of Fort Worth,where applicable,and all rules, regulations, and requirements specifically made by the appropriate Fire Marshall having jurisdiction over the Premises,in connection with the activities to be carried on by City on the Premises and the occupancy and use of the Premises by City hereunder. City further agrees to obtain and pay for all necessary permits, licenses, taxes,or other fees or assessments charged by any political subdivision in connection with its use of the Premises; e. not perform any act on the Premises during the Term in violation of any such laws, ordinances, rules, policies and other requirements, and that if District calls to the attention of City to any such violation by City or by any employee or agent of City or by any person admitted to the Premises by City, City will immediately desist from and correct such violation or be required to vacate the Premises; £ to seek permission from District in writing before making modifications or alterations to the Premises.No materials of any kind shall be nailed,tacked,screwed or otherwise attached to any part of the Premises,surrounding buildings,or to any of the furniture, fixtures,appliances,or equipment of the District on such Premises without the express written consent of the District; g. not permit to be done anything upon any portion of the Premises that would in any way conflict with the terms and conditions of any insurance policy insuring the Premises or any part thereof, nor should any conduct on the Premises cause an increase in the rate of fire insurance on the Premises or in any way destruct or interfere with any right of any individuals of such Premises, or to injure or annoy such individuals; h. purchase any and all furniture and associated furnishings necessary for the Permitted Use that are not readily available at the Premises, including any refrigeration containers and required generators; i. use the Premises solely for functions related to the Permitted Use.All other purposes will require the prior written consent of District; and j. provide adequate security and parking lot attendants for crowd control and to ensure the safe ingress and egress to the parking lot at no cost to the District. 2.3.The Parties understand and agree that: a. City will not be provided any keys to Premises under any circumstances,and that City is to make all advanced requests for access to Premises prior to any event taking place; b. the District is not providing any facilities, equipment, or services not explicitly set forth in this FUA, including, but not limited to, kitchen facilities, a podium, special lighting, microphones, speakers or amplification equipment, security or police services,or athletic equipment; c. sole ownership of Premises lies with the District; and d. in the event City holds an event or other activity in the Premises and that event or activity requires custodial support that is beyond the scope of the services generally provided, any additional cost for such additional services shall be borne by City. 3. Insurance. City shall, at its sole cost and expense, procure and maintain in full force and effect, with insurance carriers duly authorized to do business in the State of Texas, with a general Best's rating of"A" or better according to the A.M. Best Rating Guide and acceptable to the District, commercial General Liability Insurance. The City shall maintain throughout the term of this FUA commercial general liability insurance for bodily injury and property damage arising from City's use of Premises pursuant to this FUA on an occurrence basis with coverage as outlined below. The insurance policy shall name the District as an additional insured. The policy shall also be written as a primary policy which does not contribute to any policies which may be carried by City, and shall contain a provision that the District although named as an insured, shall nevertheless be entitled to recover under said policy for any loss occasioned to it,its trustees,employees,agents and representatives by reason of the negligence of the City,its employees,agents,or representatives of City. a. Bodily Injury- $ 500,000.00 combined single limits b. Property Damage- $ 1,000,000.00 aggregate City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance.District acknowledges and agrees that City may retain (self-insure)in whole or in part any insurance obligations required herein. 4. Miscellaneous Provisions. 4.1 Termination.This FUA may be terminated by either Party,at any time,for any or no reason, upon five (5)days written notice. 4.2 Credentials. City agrees that all required certifications, licensures, and credentials will be maintained at all times. 4.3 Confidentiality.For purposes of the Family Educational Rights and Privacy Act("FERPA") the Health Insurance Portability and Accountability Act ("HIPAA"), and the Texas Public Information Act, City agrees to comply with all relevant confidentiality requirements regarding personally identifiable information,if any,and individually identifiable health information,if any, including entering into any additional agreements related to the care and confidentiality of such information. 4.4 Independent Contractor. It is expressly understood and agreed by both Parties hereto that City is contracting with the District as an independent contractor. Each Party and the officers, employees, agents, or subcontractors thereof shall not be deemed by virtue of this FUA to be the officers,agents,or employees of the other Party. 4.5 Insurance.City shall carry and maintain such professional liability and errors and omissions insurance covering their acts under this FUA,as is acceptable to and approved by the District.The fees for such insurance will be at the expense of the City. 4.6 Waivers.The Parties expressly agree that no provision of this FUA is in any way intended to constitute a waiver by the District or City of any immunities from suit or from liability that the District or City may have by operation of law,state or federal law.A waiver by either of the Parties of any of the covenants,conditions or agreements hereof to be performed by the other Party shall not be construed to be a waiver of any subsequent breach thereof or of any other covenant, condition or agreement herein contained. 4.7 Assignment. The rights, responsibilities and duties under this FUA are personal to the City and shall not be transferred or assigned without the express prior written approval of the District. 4.8 Non-Discrimination. City certifies that it is an equal opportunity employer. It conducts all business activities, including hiring, without regard to age, race, color, sex, disability, marital status,national origin,citizenship status,or other legally protected category. 4.9 Governing Law and Venue. This FUA and all of the rights and obligations of the Parties hereto and all of the terms and conditions hereof shall be construed, interpreted, and applied in accordance with and governed by and enforced under the laws of the State of Texas and the parties hereto agree that venue shall be in Tarrant County,Texas. 4.10 Alternative Dispute Resolution. Claims and disputes associated with this FUA will not be resolved by arbitration or other alternative dispute resolution process unless court ordered or otherwise mutually agreed to in writing by both Parties. 4.11 Entire Agreement Modifications.All oral or written agreements between the Parties hereto relating to the subject matter of this FUA have been reduced to writing and are contained herein. This FUA supersedes all prior agreements, written or oral, between District and City and shall constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof. This FUA and each of its provisions shall be binding upon the Parties and may not be waived, modified, amended or altered except by a written amendment signed by District and City. 4.12 Binding Effect.This FUA shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted assigns and successors. 4.13 Captions.The captions of paragraphs in this FUA are for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction. 4.14 Severability. In case any provision hereof shall, for any reason, be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof, and this FUA shall be construed as if such invalid or unenforceable provision had not been included herein. 4.15 Force Majeure.Neither Party will be liable to the other Party hereunder or in default under this FUA for failures of performance resulting from acts or events beyond the reasonable control of such party including, by way of example and not limitation, acts of God, civil disturbances, war, and strikes. 4.16 Notices. All notices, consents, approvals, demands, requests, or other communications provided for or permitted to be given under any of the provisions of this FUA shall be in writing and shall be deemed to have been duly given or served when delivered by delivery or when deposited in the U.S.mail by registered or certified mail,return receipt requested,postage prepaid and addressed as follows: (1)To District: Fort Worth Independent School District Name of Contract: Mike Naughton Address: 100 N University Drive Fort Worth,TX 76107 (2)With Copies to: Fort Worth Independent School District Office of Legal Services 100 N.University Drive SW172 Fort Worth,TX 76107 (3)To City: City of Fort Worth Name of Contact: Cody M. Whittenburg Address: 818 Missouri Ave Fort Worth,TX 76104 With a copy to: City of Fort Worth City's Attorney Office 200 Texas Street Fort Worth,Texas 76102 4.17 Electronic Signature.The Parties hereby agree to execute this FUA either in writing or by electronic signature. Pursuant to the Texas Business & Commerce Code Ann, §322.007, an electronic signature of this FUA satisfies the legal requirements of signatures by the parties. [signature page follows] IN WITNESS WHEREOF,the Board of Education of the Fort Worth Independent School District and the CITY,acting by their duly authorized representatives,have executed this FUA to be effective as of the latest date on which it is signed by the authorized representatives of the parties. For District For CITY Mike-N"ram V."6\1 Signature: Signature: Valerie Washington(Jan 18,2022 11:37 CST) Name: Mike Naughton Name: Valerie Washington Title: Director-Operations Title: Assistant City Manager Date: Jan 14, 2022 Date: Jan 18, 2022 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX For CITY: APPROVAL RECOMMENDED: IL,t. By: Mari be[Martlnez(Jan 14,202217:48 CST) Name: Marlbel Martinez Title: Emergency Management Coordinator CONTRACT COMPLIANCE MANAGER By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and reporting requirements. By: Cody Wh burg(Jan1 ,202218:47 CST) Name: Cody Whittenburg Assistant Director, Code Compliance APPROVED AS TO FORM AND LEGALITY: By: Matthew Murray Assistant City Attorney ATTEST: XY�ok-�O' O d� ~oo4d vo0dBy: Jan nette S.Good aR(Jan 19,202209:37 CST) Yj o °Jannette S. Goodall �4.Q City Secretary nE00000 4 Form 1295:Not required M&C: Not Required OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX