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HomeMy WebLinkAboutContract 57078 CSC No. 57078 LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND COLONIAL COUNTRY CLUB THIS LICENSE AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH, a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager ("City") and COLONIAL COUNTRY CLUB, a Texas nonprofit corporation("Licensee"). The City and Licensee are referred to herein individually as a "Party"and collectively as the "Parties." WHEREAS,the City is the owner of a tract of land known as Forest Park located at 1500-2000 Colonial Parkway, Fort Worth, Texas 76110, ("Premises") as further described in Exhibit A, attached hereto and incorporated herein by reference; WHEREAS, on March 18,2003, City entered into a license agreement with Licensee,the same being Fort Worth City Secretary Contract Number 28453 ("CSC 28453"),as amended and renewed; WHEREAS, CSC 28453 provided Licensee with use of a certain portion of Forest Park for the purpose of providing ancillary services and related activities for the annual Colonial PGA Tour Golf Tournament, an event that provides many benefits to the City, including, but not limited to, annually attracting thousands of visitors and tourists and providing a positive economic impact; WHEREAS, it is the collective desires of the Parties to continue with this relationship and to enter into this License to among other things,revise the terms and fees associated with such agreement; WHEREAS, on May 18, 2021, the Fort Worth City Council approved M&C 21-0361, which authorized this Agreement,found that Streams&Valleys,Inc.use of a portion of the funds generated by this Agreement achieves a public purpose,and that adequate controls are in place to ensure that the public purpose is carried out; WHEREAS, each Party finds that the performance of this Agreement is in the common interest of the Parties,that the undertaking will benefit the public interest in providing a positive economic impact; and NOW, THEREFORE, in consideration of the covenants and agreements contained in this License,City and Licensee hereby agree as follows: SECTION 1 LICENSED PREMISES 1.1 Licensed Premises. City does hereby grant to Licensee a license to use a certain portion of Forest Park for ancillary services and related activities for the annual Colonial PGA Tour Golf Tournament, as set forth in greater detail in Exhibit A,which is attached hereto and incorporated herein ("Premises"). 1.2 Condition of the Premises.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 will have the ability to examine the premises each year, at least five (5) days before the license period. Licensee's taking possession of the Premises is 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.LICENSEE AGREES THAT IT IS TAKING THE PREMISES IN ITS CURRENT"AS IS" CONDITION WITH NO REPRESENTATIONS OR LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH OFFICIAL RECORD AND COLONIAL COUNTRY CLUB CITY SECRETARY FT.WORTH, TX WARRANTIES OF ANY NATURE WHATSOEVER BY CITY. Licensee agrees that open space is not prepared by the City for data research and collection, and may contain hazardous conditions that are obvious or latent defects that could result in injury to Licensee and program participants. Licensee assumes the risk of injury to Licensee and program participants for use of open space for Licensee's program. City makes no warranty that the Premises are suitable for Licensees intended use or program. 1.3 Any modifications to the Premises must be set forth in a written amendment to this Agreement. SECTION 2 USE OF THE PREMISES 2.1 Licensee may use the Premises for the purpose of providing ancillary services and related activities for the annual Colonial PGA Tour Golf Tournament ("Golf Tournament") and for no other purpose. Licensee will have an exclusive right to use the Premises within the normal operating hours of the City-owned Parks,or as otherwise allowed by the Director of the Park&Recreation Department 2.2 Licensee may bring onto the Premises any equipment reasonably necessary to further the intended use of the Premises. However, the City reserves the right to prohibit any equipment which, in the City's sole discretion,may be dangerous or harmful to Program participants or the Premises. 2.3 Licensee may not use any part of the Premises for any use or purpose that violates any applicable law,regulation,or ordinance of the United States,the State of Texas,the County of Tarrant,or the City of Fort Worth,or other lawful authority with jurisdiction of the Premises. SECTION 3 TERM OF LICENSE 3.1 Term. Unless terminated earlier pursuant to Section 11,the term of this Agreement will consist of ten(10) annual license periods from 2023 to 2033. Licensee's use of the Premises will not be continuous through the Primary Term or any renewal term,but will be restricted to the license periods set forth below and in the renewal subsection. 3.1.1 2023-2033 Golf Tournaments — The license period for the 2023-2033 Golf Tournaments will be for a period of sixty(60)consecutive days,commencing between April 1st and June 30th of each calendar year. No later than January 1 of each year of the Primary Term,Licensee must notify the Park & Recreation Department Director or designee, in writing, of its intent to use the Premises for the purposes set forth in this Agreement,including,but not limited to,the desired dates for the designated sixty (60) days license period. Nothing contained herein will permit the Licensee the right to use the Premises for any period of time outside the designated sixty (60)day license period,regardless of where such time may be between April 1st and June 30th. 3.2 Renewal Term. Upon expiration of this Primary Term, the Parties may opt to continue this Agreement on an annual basis upon mutual written agreement. To continue this Agreement,Licensee must notify the Park & Recreation Department Director or designee, in writing, of its intent to use the Premises for the purposes set forth in this Agreement, including, the desired dates for the designated license period, no later than January 1st of the year in which the respective Golf Tournament will be conducted. The default license period for any such renewal will consist of two five-year annual license periods of sixty(60)consecutive days between April 1st and June 30th of each calendar year. LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH Page 2 of 15 AND COLONIAL COUNTRY CLUB SECTION 4 RENTAL FEES 4.1 As an express condition of the Licensee's obligation to pay the License Fee, all sums received by the Park & Recreation Department (and/or the City) and Streams & Valleys, Inc. will be expended in carrying out Park&Recreation Department purposes to include,but not limited to,park and trail improvements along the Trinity River as directed by the City of Fort Worth Park & Recreation Department Director. 4.1.1 Annual License Fee ("Licensee Fee") a. Years 2023-2032. For the first five-year period of the initial term, Licensee must pay a total annual license fee of Thirty Thousand Nine Hundred Seventy-Five Dollars and No Cents($30,975.00),of which Three Thousand and No Cents($3,000.00)must be paid directly to the City and the remaining amount of Twenty-Seven Thousand Nine Hundred Seventy-Five Dollars and No Cents($27,975.00),must be paid directly to Streams&Valleys,Inc. For the second five-year period of the initial term,Licensee must pay a total annual license fee of Thirty-Two Thousand Five Hundred Twenty-Four Dollars and No Cents ($32,524.00), of which Three Thousand and No Cents ($3,000.00) must be paid directly to the City and the remaining amount of Twenty-Nine Thousand Five Hundred Twenty-Four Dollars and No Cents($29,524.00), must be paid directly to Streams&Valleys,Inc. b. Renewal Periods (Years 2032 and bed. Total annual license fee will be subject to a five-percent increase upon each five-year period beyond June 30,2032,as follows: i. 2033-2037: the amount of $3,500.00 to the City; the remaining amount of$30,650.00 must be disbursed to Streams&Valleys, Inc. ii. 2038-2042: the amount of $4,000.00 to the City; the remaining amount of$31,857.00 must be disbursed to Streams&Valleys, Inc. C. Unless otherwise specified by this Agreement, all payments must be made to the City and Streams&Valleys, Inc. on or before the thirtieth(30)day following the last day of each annual license period for the Golf Tournament. d. The City reserves the right to reallocate or reapportion payment of the license fee between itself and Streams & Valleys, Inc., in any manner for any reason it deems necessary in its sole discretion. e. As further consideration for Licensee paying the License Fee and in accordance with M&C 21-0302 (and all subsequent annual street closure approvals), City will close that portion of Rogers Road starting at Colonial Parkway on the south and ending at the parking entrance that is located on the west side of Rogers Road just beyond the Trinity River overpass bridge preceding the apartment building on the north, to all vehicular traffic that is not under the exclusive control of Licensee from 7:00 a.m. until 7:00 p.m. or for such longer time periods during such days as designated in the annually approved street closure request by Colonial. SECTION 5 DUTIES AND RESPONSIBILITIES 5.1 In addition to any other duties and responsibilities set forth in this Agreement,Licensee will: 5.1.1 No later than thirty(30)days prior to each annual license period, Licensee must submit a site plan to the Park & Recreation Department Director and/or its designee LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH Page 3 of 15 AND COLONIAL COUNTRY CLUB ("Director") indicating the placement of all structures, buildings and/or appurtenances. All site plans must be approved by the Director prior to Licensee placing any structures, buildings and/or on the Premises. The Director will review the site plans within ten (10) days of receipt and advise Licensee of any objections to the plans as submitted. 5.1.2 All temporary structures,buildings and/or appurtenances of any kind placed on said Premises in connection with the Golf Tournament must be removed and the ground area cleared no later than the last day of the annual license period. Licensee must obtain written approval from the Director prior to Licensee placing any permanent improvements on the Premises. City has the exclusive right, title and interest in all permanent structures and improvements constructed by Licensee on the Premises. 5.1.3 Any additional electrical or utility service required by the Licensee must be furnished at the sole expense of the Licensee. Licensee must obtain written approval from the Director prior to placing any permanent utility improvements on the Premises. Any permanent utility improvements will become the property of the City at the end of each annual license period. 5.1.4 Structures,buildings and/or appurtenances of any kind must not be placed on said Premises within the drip line of any trees unless approved by the Director. 5.1.5 Parking areas will be for support and official vehicles only. No parking lots or areas will be used for general paid or unpaid parking unless approved by the Director. 5.1.6 Abide by the insurance requirements set forth in Exhibit I which is attached hereto and incorporated herein for all purposes. 5.1.7 Designate a point of contact for Golf Tournament administration and reporting requirements("Golf Tournament Point of Contact"). The initial Golf Tournament Point of Contact will be: Stephen Nutt,Director of Operations Colonial Country Club 3735 Country Club Circle Fort Worth,Texas 76109 Phone: 817-840-2334 Email: stephenkcolonialfw.com 5.1.8 Address complaints related to the Golf Tournament with 24 hours of notification by the City. 5.2 The City will: 5.2.1 Designate a City employee to serve as the point of contact for Program administration and reporting requirements("City Point of Contact"). The initial City Point of Contact will be: Clinton Wyatt,Park Operations District Superintendent Park&Recreation Department 4200 South Freeway Fort Worth,TX 76115 Office: (817)392-5763 LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH Page 4 of 15 AND COLONIAL COUNTRY CLUB clinton.Mattkfortworthtexas.gov 5.2.2 As soon as is reasonably practical,notify Licensee,through its Golf Tournament Point of Contact,of any closure of the Premises. 5.2.3 Notify Licensee,through its Golf Tournament Point of Contact,of all complaints received related to the Golf Tournament. SECTION 6 LIENS 6.1 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 will constitute a breach of this Agreement and City may terminate this Agreement upon thirty (30) days written notice. However, Licensee's financial obligation to City to liquidate and discharge such lien will survive following termination of this Agreement and until such a time as the lien is discharged. SECTION 7 CARE OF THE PREMISES 7.1 Licensee,at Licensee's own expense,must keep the Premises and maintain all equipment and other properties of City in a safe, sanitary, sightly condition and in good repair during its use of the Premises; provided, however, the foregoing will not be construed to require the Licensee to provide general janitorial services at the Premises. Licensee must restore and yield said Premises,equipment,and all other properties belonging to the City back to City, at the expiration of this Agreement, in good or better condition as they existed at the beginning of the Term and in which Licensee found them. This will only apply during such time as the Licensee has use of the Premises as set forth in this Agreement. 7.2 Licensee will not do, or permit to be done, any injury or damage to the Premises, or any parts thereof, or permit to be done anything that 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. Decorations or other materials may not be nailed, tacked, screwed or otherwise physically attached to any part of the Premises or to any of the furnishings, fixtures, or trees of the City without the prior written consent of the Director. The City will give licensee a three (3)day notice to remove any decorations or materials that violate this section. 7.3 Subject to ordinary wear and tear and to the extent allowed by law, Licensee will pay the costs of repairing any damage that may be done to the Premises or any of the fixtures, furniture or furnishings by any act of Licensee or any of Licensee's officers, representatives, servants, employees, agents,invitees,Program Participants,or anyone visiting the Premises upon the invitation of the Licensee. The City will determine,in its reasonable discretion,whether any damage has occurred,the amount of the damage, the reasonable costs of repairing the damage, and whether, under the terms of the Agreement, the Licensee is responsible. The quality of the maintenance of the Premises, furnishings, fixtures or furniture by the Licensee will be reasonably acceptable to the City. The costs of repairing any damage to the Premises will be immediately due and payable by the Licensee upon Licensee's receipt of a written LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH Page 5 of 15 AND COLONIAL COUNTRY CLUB invoice from City. SECTION 8 FORCE MAJEURE 8.1 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; pandemics and epidemics, including COVID-19; 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,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. Licensee hereby waives any claims it may have against the City for damages resulting from any such Force Majeure Event. SECTION 9 LIABILITY AND INDEMNIFICATION 9.1 LICENSEE WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, OF ANY HIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF LICENSEE, ITS DIRECTORS, OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS,EMPLOYEES,PATRONS,GUESTS,INVITEES,OR VOLUNTEERS. 9.2 LICENSEE, AT ITS SOLE COST AND EXPENSE, AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY, PROTECT, AND HOLD HARMLESS CITY AND CITY'S DEPARTMENTS,OFFICERS,REPRESENTATIVES,AGENTS,EMPLOYEES,AND SERVANTS (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES,DAMAGES,LOSSES,LH;NS, CAUSES OF ACTION, SUITS,JUDGMENTS,AND EXPENSES (INCLUDING,BUT NOT LIMITED TO, COURT COSTS,ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY BY (i) LICENSEE'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY ACT OR OMISSION OF LICENSEE, ITS DIRECTORS, OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, CONTRACTORS (OTHER THAN THE CITY), SUBCONTRACTORS, EMPLOYEES, PATRONS, GUESTS, INVITEES, OR VOLUNTEERS RELATED TO THE SERVICES AND THE INSTALLATION AND MAINTENANCE OF ANY IMPROVEMENTS ON THE AREA,OR THE PERFORMANCE OF THIS AGREEMENT. a. If any action or proceeding is brought by or against the City in connection with any such liability or claim,Licensee,on notice from City,must defend such action or proceeding at Licensee's expense,by or through attorneys reasonably satisfactory to City. LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH Page 6 of 15 AND COLONIAL COUNTRY CLUB b. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligations under this Section, such legal limitations are made a part of the indemnification obligation and operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligation will continue in full force and effect. c. Licensee agrees to notify City promptly upon the receipt of any claim or lawsuit brought in connection with any injury,death,or damages on the Area. Licensee agrees to make its directors, officers, representatives, agents, and employees available to City, at all reasonable times,for any statements and case preparation necessary for the defense of any claims or litigation for which City may be responsible hereunder. 9.3 LICENSEE AGREES TO FOREVER RELEASE AND WAIVE ALL CLAIMS AGAINST THE CITY, ITS DEPARTMENTS, OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES,AND SERVANTS FOR ANY AND ALL CLAIMS, LAWSUITS,DAMAGES, AND LIABILITIES,INCLUDING,BUT NOT LIMITED TO,PERSONAL INJURY(INCLUDING,BUT NOT LIMITED TO, DEATH) AND PROPERTY DAMAGE OR LOSS, FROM ANY ACT OR OMISSION OF LICENSEE, ITS DIRECTORS, OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, EMPLOYEES, PATRONS, GUESTS, INVITEES,AND VOLUNTEERS IN CONNECTION WITH THIS AGREEMENT. 9.4 It is further agreed that the acceptance of this release will not constitute a waiver by the City of Fort Worth of any defense of governmental immunity,where applicable,or any other defense recognized by the Statutes and Court decisions of this State. SECTION 10 AUDIT 10.1 Licensee agrees that the City will, until the expiration of three (3) years after the termination or expiration of this Agreement,have access to and the right to examine any directly pertinent books, documents, papers, and records of Licensee involving transactions relating to this Agreement. Licensee agrees that the City will have access during normal working hours to all necessary Licensee facilities and will be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City will give Licensee reasonable advance notice of intended audits. SECTION 11 TERMINATION 11.1 This Agreement may be terminated without cause by either party upon no less than six months(6)written notice of such intent to terminate being delivered to the other party in writing. 11.2 Prior to the effective date for expiration or termination of this Agreement, Licensee must promptly remove all of its personal property.Licensee must also repair any Licensee-caused damage to the Premises, including, but not limited to, any damage that Licensee causes during removal of Licensee's property,to the reasonable satisfaction of the City. 11.3 Other Remedies. Any termination of this Agreement as provided in this Agreement will not relieve Licensee from paying any sum or sums due and payable to City under this Agreement that remains unpaid and due at the time of termination,or any claim for damages then or previously accruing LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH Page 7 of 15 AND COLONIAL COUNTRY CLUB against Licensee under this Agreement. Any such termination will not prevent City from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for by law, or from recovering damages from Licensee for any default under the Agreement. All City's rights, options, and remedies under this Agreement will be construed to be cumulative, and not one of them is exclusive of the other.City may pursue any or all such remedies or any other remedy or relief provided by law,whether or not stated in this Agreement.No such termination will relieve City from any obligation it may have to Licensee hereunder and City may pursue any and all rights and remedies or relief provided by law,whether or not stated in this Agreement. 11.4 Nonuse of the Premises. In the event that Licensee should not require the use of the Premises for a given license period, this Agreement may still continue in full force and effect for the remaining term(including any renewals)if Licensee does the following: 11.4.1 Licensee must notify the City in writing no later than thirty (30)days prior to the beginning of the annual license period for which Licensee is not going to use the Premises;and 11.4.2 Licensee must pay the annual License Fee, then in effect, in accordance with the terms of this Agreement,provided,however,that if the Colonial PGA Tour Golf Tournament is cancelled or fails to occur as a result of a Force Majeure event(as that term is defined under Section 8)or any action by the City,then no payment will be due. 11.4.3 In the event that Licensee meets the requirements for nonuse of the Premises, Licensee will have none of the obligations imposed upon Licensee under the terms of this Agreement (other than payment of the annual rental) for that particular nonuse license period nor will the City have any duties imposed on it under the terms of this Agreement for that particular nonuse license period. Licensee will not have waived its right to use the Premises under the terms of this Agreement for subsequent license periods nor will Licensee have waived any renewal options as provided herein. SECTION 12 RIGHT OF ENTRY AND INSPECTION 12.1 In licensing the Premises, City does not relinquish the right to control the management of the Premises, or the right to enforce all necessary and proper rules for the management and operation of the same. After receiving notice sent by City at least 24 hours in advance, Licensee must permit City or its agents,representatives,or employees to enter the Premises for the purposes of inspection;determining whether Licensee is complying with this Agreement;maintaining,repairing, or altering the Premises; or any other reasonable purpose. During any inspection, City may perform any obligations that City is authorized or required to perform under the terms of this Agreement or pursuant to its governmental duties under federal state or local laws, rules or regulations. In the event of an emergency, no advance notice from City is required. SECTION 13 LICENSES AND PERMITS 13.1 Licensee must, at its sole expense, obtain and keep in effect all licenses and permits necessary for its operations. LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH Page 8 of 15 AND COLONIAL COUNTRY CLUB SECTION 14 NOTICES 14.1 All notices required or permitted under this Agreement, except for notifications required to be given to a City Point of Contact or Program Point of Contact,may be given to a party by receipted overnight courier (such as Federal Express or UPS) or by United States certified mail, return receipt requested, 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 will be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: LICENSEE City of Fort Worth Colonial Country Club Park&Recreation Director Attn.: President 4200 South Freeway, Suite 2200 3735 Country Club Circle Fort Worth,Texas 76115 Fort Worth,Texas 76109 With copies to: City of Fort Worth Attn: Assistant City Attorney and Assistant City Manager 200 Texas Street Fort Worth,Texas 76102 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 15 NON-DISCRIMINATION 15.1 Licensee must not engage in any unlawful discrimination based on race, creed, color, national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria, and Licensee represents and warrants that to the extent required by applicable laws,it is an equal opportunity employer and will comply with all applicable laws and regulations in any employment decisions. 15.2 In the event of Licensee noncompliance with the nondiscrimination clauses of this Agreement, which is not cured within ninety (90) calendar days of notice of such noncompliance, this Agreement may be canceled, terminated, or suspended in whole or in part, and Licensee may be barred from further agreements with City. SECTION 16 VENUE AND CHOICE OF LAW 16.1 Licensee and City agree that this Agreement will be 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 will 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 17 THIRD-PARTY RIGHTS AND ASSIGNMENTS LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH Page 9 of 15 AND COLONIAL COUNTRY CLUB 17.1 The provisions and conditions of this Agreement are solely for the benefit of the City and Licensee, and any lawful assign or successor of Licensee, and are not intended to create any rights, contractual or otherwise,to any other person or entity. 17.2 Licensee agrees that it will not subcontract or assign all or any part of its rights,privileges or duties hereunder without the prior written consent of the City, and any attempted subcontract or assignment of same without such prior consent of the City will be void. SECTION 18 BINDING COVENANTS 18.1 Subject to the limitations contained herein,the covenants,conditions and agreements made and entered into by the parties hereunder are declared to be for the benefit of and binding on their respective successors,representatives and permitted assigns,if any. SECTION 19 INDEPENDENT CONTRACTOR 19.1 It is expressly understood and agreed that Licensee and its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers will operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Licensee will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants,officers,contractors,subcontractors,and volunteers.Licensee acknowledges that the doctrine of respondeat superior will not apply as between the City and its officers,representatives, agents, servants and employees, and Licensee and its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Licensee further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Licensee. It is further understood that the City will in no way be considered a Co-employer or a Joint employer of Licensee or any employees, representatives,agents,servants,officers,contractors,subcontractors,and volunteers of Licensee.Neither Licensee, nor any officers, agents, servants, employees or subcontractors of Licensee will be entitled to any employment benefits from the City. Licensee will be responsible and liable for any and all payment and reporting of taxes on behalf of itself,and any of employees,representatives,agents,servants,officers, contractors, subcontractors, and volunteers. SECTION 20 AMENDMENTS,CAPTIONS,AND INTERPRETATION 20.1 Except as otherwise provided in this Agreement, the terms and provisions of this Agreement may not be modified or amended except upon the written consent of both the City and Licensee. 20.2 Captions and headings used in this Agreement are for reference purposes only and will not be deemed a part of this Agreement. 20.3 In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement will be interpreted fairly and reasonably, and neither more strongly for or against any party,regardless of the actual drafter of this Agreement. SECTION 21 GOVERNMENTAL POWERS AND IMMUNITIES LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH Page 10 of 15 AND COLONIAL COUNTRY CLUB 21.1 It is understood that by execution of this Agreement,the City does not waive or surrender any of its governmental powers or immunities. SECTION 22 AUTHORIZATION AND COUNTERPARTS AND ELECTRONIC SIGNATURES 22.1 By executing this Agreement, Licensee's agent affirms that he or she is authorized by Licensee to execute this Agreement and that all representations made herein with regard to Licensee's identity,address,and legal status are true and correct. 22.2 This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email will be as legally binding for all purposes as an original signature. SECTION 23 SEVERABILITY AND NO WAIVER 23.1 It is agreed that in the event any covenant,condition or provision herein contained is held to be invalid by any court of competent jurisdiction,the invalidity of such covenant,condition or provision will in no way affect any other covenant, condition or provision does not materially prejudice either Licensee or City in connection with the right and obligations contained in the valid covenants,conditions or provisions of this Agreement. 23.2 The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder will not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. SECTION 24 COMPLIANCE WITH LAWS 24.1 This Agreement is subject to all applicable federal, state and local laws,ordinances,rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 24.2 If City notifies Licensee or any of its officers, agents, employees, contractors, subcontractors, licensees, volunteers, or invitees of any violation of such laws, ordinances, rules or regulations,Licensee must immediately desist from and correct the violation. SECTION 25 SOLE AGREEMENT 25.1 This Agreement, including any exhibits attached hereto and any documents incorporated herein, contains the entire understanding and agreement between the City and Licensee, and any lawful assign and successor of Licensee, 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 provision of this Agreement. [SIGNATURES ON FOLLOWING PAGE] LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH Page 11 of 15 AND COLONIAL COUNTRY CLUB IN WITNESS WHEREOF, the parties have executed this Agreement in multiples to be effective on the dates set forth in Section 3. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration By: Valerie Washington(Feb 4,2022 11:31 CST) of this contract,including ensuring all Valerie Washington performance and reporting requirements. Assistant City Manager Date: Feb 4, 2022 By: Clinton Wyatt APPROVAL RECOMMENDED: District Superintendent Park&Recreation Department Rice Z -A& By: Richard Zavala(Feb 4,2022 11:24 CST) APPROVED AS TO FORM AND LEGALITY: Richard Zavala Director — Park&Recreation Department By: Nico AriaS(Feh 1,202212:15 CST) Nico Arias Assistant City Attorney By: Sandra Youn d(Feb 2,2022 22:26 CST) Sandra Youngblood CONTRACT AUTHORIZATION: Assistant Director M&C: 21-0361;21-0302 Park&Recreation Department Form 1295: 2021-768385 ATTEST: IFORr 000000.0 A.00 o° °°0'I' By: J ette S.Goodall(Feb 4,202214: ST) ��o o�V, 0000000 Jannette S. Goodall �v° °=d 0 0 �d City Secretary �� o0 *A5 a��nEXAso�p LICENSEE: COLONIAL COUNTRY CLUB By: Frank Cordeiro Chief Operating Officer/General Manager 01-24-2022 Date: OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH Page 12 of 15 AND COLONIAL COUNTRY CLUB EXHIBIT A PREMISES i r� Ft LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH Page 13 of 15 AND COLONIAL COUNTRY CLUB EXHIBIT B INSURANCE REQUIREMENTS Licensee must provide City with certificate(s)of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of this License Agreement: a. Insurance coverage and limits: I. Commercial General Liability Insurance $1,000,000 each occurrence ii. $2,000,000 aggregate b. Automobile Liability Insurance: I. Coverage on vehicles involved in the work performed under this contract: $1,000,000 per accident on a combined single limit basis or: $500,000 bodily injury each person; $1,000,000 bodily injury each accident; and$250,000 property damage. ii. The named insured and employees of Licensee or its contractor must be covered under this policy. The City of Fort Worth must be named an Additional Insured, as its interests may appear. Liability for damage occurring while loading,unloading and transporting materials collected under the Agreement must be included under this policy. c. Worker's Compensation: I. Coverage A: statutory limits ii. Coverage B: $100,000 each accident iii. $500,000 disease -policy limit iv. $100,000 disease -each employee d. Miscellaneous I. Applicable policies must be endorsed to name the City an Additional Insured thereon,as its interests may appear. The term City must include its employees, officers, officials, agents, and volunteers as respects the services. ii. Certificate(s) of Insurance must document that insurance coverage specified herein are provided under applicable policies documented thereon. iii. Any failure on part of the City to request required insurance documentation will not constitute a waiver of the insurance requirements. iv. A minimum of thirty (30)days' notice of cancellation or material change in coverage must be provided to the City. A ten (10) days' notice will be acceptable in the event of non- payment of premium. Such terms must be endorsed onto Licensee's or its contractor's insurance policies. Notice must be sent as prescribed in this Agreement to the Contract Manager - Park & Recreation Department 4200 South Freeway, Suite 2200 Fort Worth, Texas 76115 City with copies to the Fort Worth City Attorney's Office at 200 Texas Street, Fort Worth,Texas 76102. LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH Page 14 of 15 AND COLONIAL COUNTRY CLUB v. Insurers for all policies must be authorized to do business in the state of Texas or be otherwise approved by the City; and, such insurers must be acceptable to the City in terms of their financial strength and solvency. vi. Deductible limits, or self-insured retentions, affecting insurance required herein may be acceptable to the City in its sole discretion; and, in lieu of traditional insurance, any alternative coverage maintained through insurance pools or risk retention groups also must be approved. Dedicated financial resources or Letters of Credit may also be acceptable to the City. vii. Applicable policies must each be endorsed with a waiver of subrogation in favor of the City as respects the Agreement. viii.The City will be entitled, upon its request and without incurring expense, to review the Licensee's or its contractor's insurance policies including endorsements thereto and, at the City's discretion the Licensee or its contractor may be required to provide proof of insurance premium payments. ix. The Commercial General Liability insurance policy must have no exclusions by endorsements unless the City approves such exclusions. x. The City will not be responsible for the direct payment of any insurance premiums required by the contract. xi. All insurance required above must be written on an occurrence basis in order to be approved by the City. xii. If Licensee does not have employees or automobiles,then Licensee will not be required to obtain Auto Liability or Worker's Compensation insurance. e. Licensee must further provide liquor liability Insurance with coverage limits in the amount of one million ($1,000,000) dollars each occurrence with a two million ($2,000,000) dollar aggregate limit, and must add the City,its officials,employees,agents, and officers as "Additional Insured." f. Licensee hereby waives subrogation rights for loss or damage against City,its officers,agents and employees for personal injury(including death),property damage or any other loss. Licensee must 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 the other tenants of the Premises,or injure or annoy them. LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH Page 15 of 15 AND COLONIAL COUNTRY CLUB 6/2/2021 M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FoRTWORTII '14� DATE: 5/18/2021 REFERENCE **M&C 21- LOG NAME: 8000LONIALCOUNTRYCLUB NO.: 0361 CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (CD 9) Authorize the Execution of a License Agreement Between City of Fort Worth and Colonial Country Club to Lease a Portion of Forest Park for Sixty Consecutive Days Related to the Annual Golf Tournament for an Initial Term of Ten Years Effective July 1, 2022; With the Option to Renew for Two Successive Five-Year Terms; Authorize the Execution of an Agreement Between the City of Fort Worth and Streams & Valleys, Inc., for the Use of a Portion of the Funds Generated by the License Agreement, and Find that Streams & Valleys's use of a Portion of the Funds Generated by the License Agreement Serves a Public Purpose RECOMMENDATION: It is recommended that the City Council authorize: 1. The execution of a license agreement between City of Fort Worth and Colonial Country Club to lease a portion of Forest Park for a period of 60 days related to the annual golf tournament effective July 1, 2022 and expiring on June 30, 2032, with the option to renew for two successive five-year terms; 2. The execution of an agreement between the City of Fort Worth and Streams & Valleys, Inc. for the use of a portion of the funds generated by the Colonial Country Club license agreement as it relates to the annual golf tournament and with a public purpose of allowing earmarked funds to be used for Park & Recreation Department related purposes; 3. An annual license fee of $30,975.00 per year for the first five-years and $32,524.00 per year for the second five-years of the initial term; 4. A five percent increase to the annual license fee for each five-year renewal term; and 5. Find that Streams & Valleys's use of a portion of the funds generated by the license agreement achieves the public purpose of funding park and trail improvements that will improve and expand community access and use of the Trinity River and its trails, and find that adequate controls are in place to ensure that the public purpose is carried out. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to request authorization to enter into an agreement with Colonial Country Club (Colonial) for the use of a portion of Forest Park. On December 17, 2002, (M&C C-19397) the City Council authorized the City Manager to enter into an agreement (City Secretary Contract (CSC) No. 28453) with Colonial authorizing the use of a portion of Forest Park for the purpose of providing ancillary services and related activities for its annual golf tournament. Under the agreement, Colonial paid annual amounts of$25,000.00, of which $2,500.00 went to the City of Fort Worth (City) and $22,500.00 went to Streams &Valleys, Inc. (S&V). The City also executed a related agreement with S&V to control the use of the funds paid to S&V, earmarking those funds for park and trail improvements along the Trinity River. On April 9, 2013, the City and Colonial amended and restated the agreement to continue their relationship. The term of the agreement consisted of ten annual license periods of 45 consecutive days from May 1 st to June 15th of each calendar year commencing in 2013, with options to renew on an annual basis by mutual written agreement. The Park & Recreation Department (PARD) and Colonial further agreed to increase the license payments in conjunction with the amendment and restatement. The annual payment for the period 2013-2017 was $27,675.00 and for the period 2018- 2022 annual payment was $29,500.00. Payment was then disbursed between the City and S&V as follows: apps.cfwnet.org/council_packet/mc_review.asp?ID=28911&councildate=5/18/2021 1/2 6/2/2021 M&C Review City of Fort Worth IStreams & Valleys Inc. FFiscal Years 2013-2017 F$2,500.00 $25,175.00 fiscal Years 2018-2022 F$2,500.00 $27,000.00 On February 6, 2014, the parties administratively amended the agreement to revise the dates under which the 45-day license period would commence to help provide Colonial with the necessary lead time required for event set-up (CSC No. 28453-A1A2). Additionally, Colonial requested that the license period be extended from 45 consecutive days to 60 consecutive days between April 1 st and June 30th of each calendar year for the remaining term of the agreement (commencing with the 2015 golf tournament). Colonial has requested a new license agreement between the City and Colonial effective July 1, 2022 and expiring on June 30, 2032, with the option to renew for two successive five-year terms. In line with the new license agreement, a new corresponding agreement between the City and S&V will be entered into. The license fee for the initial term shall be $30,975.00 per year for the first five-years and $32,524.00 per year for the second five-years and a five percent increase to the annual license fee for each five-year renewal term. Payment shall be disbursed between the City and S&V as follows: City of Fort Worth Streams & Valleys Inc. Fiscal Years 2023-2027 $3,000.00 1$27,975.00 Fiscal Years 2028-2032 $3,000.00 1$29,524.00 Fiscal Years 2033-2037 $3 500.00 1$30,650 Fiscal Years 2038-2042 Fs_4,000.00 $31,857 S&V's portion of the funds will be earmarked for park and trail improvements that will improve and expand community access and use of the Trinity River and its trails. The City's contract with S&V will ensure that the public purpose will be carried out. This facility is located in COUNCIL DISTRICT 9. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and execution of the agreements, funds will be deposited into the General Capital Projects Fund. The Park & Recreation Department (and Financial Management Services) is responsible for the collection and deposit of funds due to the City. TO Fund Department Account Project Program Activity Budget (Chartfield 2) dget Reference # Amount ID ID I I Year � FROM Fund Department Account Project Program Activity Budget Reference # Amount ID I I ID I I Year (Chartfield 2) Submitted for City Manager's Office by_ Valerie Washington (6192) Originating Department Head: Richard Zavala (5704) Additional Information Contact: Sandra Youngblood (5755) ATTACHMENTS apps.cfwnet.org/council_packet/mc_review.asp?ID=28911&councildate=5/18/2021 2/2 6/2/2021 M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FoRTWORTII '14� DATE: 4/20/2021 REFERENCE**M&C 21- LOG 20INVITATIONAL GOLF TOURNAMENT NO.: 0302 NAME: AT COLONIAL COUNTRY CLUB 2021 CODE: G TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (CD 9) Authorize the Temporary Closure of Segments of Country Club Circle, Mockingbird Lane, Mockingbird Court, West Cantey Street, Rogers Avenue, Colonial Parkway, Simondale Drive, Park Hill Drive, Boyd Avenue, Stadium Drive, Highview Terrace, Lynncrest Drive, Manchester Street, Walsh Court, Hartwood Drive, Kingston Court and Ann Arbor Court and Allow Temporary Conversion of Portions of Colonial Parkway to a One-Way Operation to Accommodate the 2021 Charles Schwab Challenge Golf Tournament at Colonial Country Club from May 24, 2021 to May 30, 2021 RECOMMENDATION: It is recommended that the City Council authorize the temporary closure of the following streets: segments of Country Club Circle, Mockingbird Lane, Mockingbird Court, West Cantey Street, Rogers Avenue, Colonial Parkway, Simondale Drive, Park Hill Drive, Boyd Avenue, Stadium Drive, Highview Terrace, Lynncrest Drive, Manchester Street, Walsh Court, Hartwood Drive, Kingston Court and Ann Arbor Court details listed below and allow temporary conversion of portions of Colonial Parkway to a one-way operation to accommodate the 2021 Charles Schwab Challenge Golf Tournament at Colonial Country Club from May 24, 2021 to May 30, 2021. DISCUSSION: The purpose of this Mayor and Council (M&C) is to submit Colonial Country Club's request as per the policy for street closures. Colonial Country Club has requested street closures and operational modifications around the venue during the golf tournament. Street closures will reduce the amount of traffic in the adjacent neighborhoods, May 24, 2021 to May 30, 2021, improve access for emergency vehicles and ensure the safety of the participants and spectators for the Charles Schwab Challenge Golf Tournament. Residents will be allowed access to their homes at all times. The following streets blocks include: 3600 - 3700 Blocks of Country Club Circle 3700 - 3900 Blocks of Mockingbird Lane, with Mockingbird Court 3600 - 3700 Blocks of West Cantey Street 2000 Block of Rogers Avenue (Riverfront Drive to Colonial Parkway) 2100 - 2700 Blocks of Colonial Parkway 2600 - 2801 Blocks of Simondale Drive 3300 - 3600 Blocks of Park Hill Drive (Colonial Parkway to Stadium Drive) 2400 Block of Boyd Avenue (Stadium Drive to Park Hill) 2300 - 2400 Blocks of Stadium Drive (cul-de-sac) 2500 - 2600 Blocks of Highview Terrace (Park Hill Drive to West Cantey Street) 3900 Block of Lynncrest Drive 3500 - 3600 Blocks of Manchester Street (Highview Terrace to Walsh Court) 2500 Block of Walsh Court 2600 Block of Hartwood Drive 3900 Block of Kingston Court 3900 Block of Ann Arbor Court The affected Neighborhood Associations support the street closures. A traffic control plan and detour route has been approved. The Department of Transportation and Public Works, Transportation Management Division, has reviewed and concurs with this request. FISCAL INFORMATION/CERTIFICATION: apps.cfwnet.org/counciI_packet/mc_review.asp?ID=28852&counciIdate=4/20/2021 1/2 6/2/2021 M&C Review The Director of Finance certifies that approval of this recommendation will have no material effect on City funds. TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference # Amount ID I I ID I I Year (Chartfield 2) Submitted for City Manager's Office by_ Dana Burghdoff(8018) Originating Department Head: William Johnson (7801) Additional Information Contact: Tanya Brooks (7861) ATTACHMENTS Map.pdf a pps.cfwnet.o rg/council_packet/mc_review.asp?I D=28852&cou nci Idate=4/20/2021 2/2