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HomeMy WebLinkAboutContract 46661 Cin'SECRETARY COWRA►CT NO. LICENSE AGREEMENT THIS LICENSE AGREEMENT ("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, ("City") and TARRANT COUNTY COLLEGE DISTRICT, a political subdivision of the State of Texas, ("Licensee")acting by and through its duly authorized President. WHEREAS, City owns and operates Highland Hills Community Center located at 1600 Glasgow Road, Fort Worth, Texas and Southwest Community Center located at 6300 Welch Avenue Fort Worth, Texas(collectively referred to as the"Centers"); WHEREAS, Licensee implements its mission through a clearly defined set of programs, services, and partnerships including continuing education programs and courses to serve the community; WHEREAS, Licensee wishes to license space at the Centers to provide adult education classes as part of its containing education program; 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. 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 certain space within the Centers as set for in greater detail in Exhibit A, which is attached hereto and incorporated herein("Premises"). 1.2 Condition of the Leased Premises. Licensee agrees that Licensee has examined the Premises prior to the execution of this License 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 License Agreement. Licensee agrees that it is taking the Premises in its current "AS IS" condition with no representations or warranties of any nature whatsoever by City (except as otherwise specifically provided for in this License Agreement). C-) 1.3 Any modifications to the Premises must be set forth in a written amendment to this License m Agreement. M M SECTION 2 3 USE OF THE LICENSED PREMISES 00 2.1 Licensee may use the Premises to provide adult education classes as part of its continuing V13 learning program and related educational purposes associated with the mission of Licensee ("Program") �+ to individuals enrolled in such programs("Program Participants")and for no other purpose. 2.2 Licensee shall only have use of the Premises during the Centers' normal operational hours in accordance with the schedule set forth in Exhibit A. All activities related to any Program must be completed, within the time period set forth in the schedule in Exhibit A. including, but not limited to, OFFICIAL RECORD CITY SECRETARY Agreement btw City and TCCD—Highland Hills and Southwest CC 1'T. WORTI'19 TX I of 16 set-up and clean-up. If Licensee, for any reason, holds over beyond the scheduled times set forth in Exhibit A, the Director of the City's Park and Community Services Department, or that person's designee, ("Director"), in its sole discretion, reserves the right to remove Licensee and the Program Participants from the Premises or charge Licensee a fee for use of the Premises for the time period beyond that which the Premises is reserved. Any additional fee will be commensurate with that charged to other patrons of the Centers using the same space for the same amount of time and shall be paid along with the Licensee Fee in accordance with Section 4 below. 2.3 Either party may request a temporary modification of the scheduled set forth in Exhibit A with prior written notice but no such change will take effect without the prior written consent of both parties. Any permanent revisions to the schedule set forth in Exhibit A will require an amendment to this Agreement All requested modifications to schedule, temporary and permanent, will require a ten (10)day prior written notice. 2.4 The Centers will be closed and unavailable for use by the Licensee on Sundays and on all regular City holidays. Except due to emergency circumstances or Force Majeure Events, City agrees to notify Licensee of any change in the hours of operation of the Centers by providing Licensee with written notice, within a reasonable time 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. 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. 2.5 Licensee may bring into the Premises any equipment reasonably necessary to further the intended use of the Premises. 2.6 Licensee may not use any part of the Premises or the Centers for any use or purpose that violates any applicable law, regulations, 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. 2.7 Licensee understands and agrees that the parking areas at the Community Centers are not for the exclusive use of the Licensee and that the City and/or patrons of the Centers may use the parking spaces at any time. SECTION 3 TERM OF LICENSE 3.1 Term. Unless terminated earlier pursuant to the terms herein,the initial term of this License Agreement shall be for the period of one year, effective beginning September 1, 2014 and ending on the last day of August 31, 2015 ("Primary Term"). The parties shall have the right to extend this License Agreement for up to ten (10) successive one (1) year periods (each referred to as a "Renewal Term") upon mutual written agreement at least thirty (30) days prior to the termination date of the Primary Term or the Renewal Term then in effect (collectively, "Term" means this Primary Term and any agreed upon Renewal Term). The renewals shall set forth the schedule of use for the Term then in effect. 3.2 Holdover Tenancy. Unless terminated earlier pursuant the terms herein, this License Agreement will expire without further notice when the Term expires. Any holding over by Licensee after the Term expires will not constitute a renewal of the License Agreement or give Licensee any rights under the License Agreement in or to the Premises, except as a tenant at will. Agreement btw City and TCCD—Highland Hills and Southwest CC 2 of 16 SECTION 4 LICENSE FEE 4.1 As consideration for the rights and privileges granted hereunder for the Primary Term of this License Agreement, Licensee covenants and agrees to pay to City a sum of Three Thousand Dollars and No Cents ($3,000.00). In no event shall the license fee be reduced due to cancellation of any Pro rams for any reason. Licensee shall pay the license fee for the Primary Term on or before the tenth (1 Ot)calendar day after the City executes this License Agreement. 4.2 Prior to each Renewal Term, the City and the Licensee will evaluate and negotiate the annual license fee in good faith. The annual license fee and the associated payment terms for each Renewal Term will be set forth in an amendment to this License Agreement. If the parties cannot negotiate and agree to such fees prior to the start of the new license period, then this Agreement shall terminate at the end of the Term then in effect. SECTION 5 DUTIES AND RESPONSIBILITIES 5.1 in addition to any other duties and responsibilities set forth in this License Agreement, Licensee shall: 5.1.1 Ensure that all Program Participants and any other individual using the Premises comply with any and all policies, rules, and regulations governing the use of the Centers and the Premises. The City will provide a copy of any such policies,rules, and regulations within a reasonable time after request by the Licensee_ 5.1.2 Provide a listing of all Program Participant the Director and ensure each Program Participant and instructor of any Program has a current Centers' membership card and instruct any such person without a membership card to secure one before attending any Programs in the Premises. Any participants who have a membership card prior to enrolling in any of Licensee's Programs shall maintain the membership card in good standing for the duration of such Program. 5.1.3 Licensee and Program Participants shall not remain in the Centers beyond the Centers' regular operating hours, except in instances of eminent danger to the Program Participants, severe weather conditions, emergencies declared by the City and other situations determined in the sole discretion of the Director. 5.1.4 Notification of changes to Program schedules, including cancellation but excluding emergencies or Force Majeure Events, must be provided to the City within 24 hours prior to schedule start time, according to Exhibit A. In case of emergency or Force Majeure Events, the Licensee must notify the Director promptly upon learning of such emergency or Force Majeure Events. 5.1.6 Not conduct any authorized business outside the designated Premises or outside the intended purposes of this Agreement. 5.1.7 Report any maintenance or repair needs to the Director as soon as practicable. 5.2 The City will: Agreement btw City and TCCD—Highland Hills and Southwest CC 3 of 16 5.2.1 At all times, furnish the necessary existing utilities and electrical power available at the Premises for the ordinary and intended use of such, which includes lighting, heat and air conditioning, and water for ordinary and intended use. City shall not be liable or responsible for accidents or unavoidable delays. 5.2.2 Ensure the Premises is suitable for its intended purpose. 5.2.3 Process membership applications for the Centers and issue membership cards pursuant to standard City policies and procedures. 5.2.4 Prior to any scheduled Program by Licensee,ensure the Premises are ready for their intended use. 5.2.5 Ensure that a city employee is present in the Centers at all times during the Programs. 5.2.6 Assist with the promotion of the program in Centers schedules by advertising Program(s) in the Centers' brochure. 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 shall constitute a breach of this License Agreement and City may terminate this License Agreement 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 Agreement and until such a time as the lien is discharged. SECTION 7 CARE OF THE LICENSED PREMISES 7.1 Licensee, at Licensee's own expense, shall keep the Premises and maintain all equipment and other properties of City in a safe, sanitary, sightly condition and in good repair during each Program or scheduled time set forth in Exhibit A; provided, however, the foregoing shall not be construed to require the Licensee to provide general janitorial services at the Center. Licensee shall restore and yield said Premises, equipment, and all other properties belonging to the City back to City at the expiration of each Program or scheduled time set forth in Exhibit A in good or better condition as existed at the beginning of each Program or schedule time set forth in Exhibit A and in which Licensee found them. This shall only apply during such time as the Licensee has use of the Premises as set forth in this License Agreement. 7.2 Licensee will not do or permit to be done any injury or damage to the Premises, Centers, or any parts thereof, or permit to be done anything that will damage or change the finish or appearance of the !Premises or the Centers 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. No decorative or other materials shall be nailed, tacked, screwed or otherwise physically attached to any part of the Agreement btw City and TCCD—Highland Hills and Southwest CC 4 of 16 Premises, Centers, or to any of the furnishings or fixtures of the City without the prior written consent of the Director. 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 Centers or any of the fixtures, furniture or furnishings by any act of Licensee or any of Licensee's officer, representatives, servants, employees, agents, Program Participants, or anyone visiting the Premises or Centers upon the invitation of the Licensee. The City shall determine, in its reasonable discretion, whether any damage has occurred, the amount of the damage and the reasonable costs of repairing the damage, and whether, under the terms of the License Agreement, the Licensee is responsible. The quality of the maintenance and/or damage of the Premises or Centers, furnishings, fixture or furniture by the Licensee shall be reasonably acceptable to the City. The costs of repairing any damage to the Premises or Centers shall be immediately due and payable by the Licensee upon Licensee's receipt of a written invoice from City. 7.4 Subject to the prior written consent of the Director, Licensee may place any signs within the Centers and Premises necessary to indicate Licensee's name and location. Any sign 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 Centers' decor. Any special requirements of Licensee contrary to the above must be made a part of this License Agreement by written amendment. 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; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department,commission, or agency of the United States or of any state; declaration of a state of disaster or emergency by the federal, state, county, or City government in accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or any equivalent alert system that may be instituted by any agency of the United States; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such Force Majeure Event. If a Force Majeure Event occurs, 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 TO EXTENT ALLOWED BY LAW, LICENSEE SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF LICENSEE, OR ITS DIRECTORS, OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, CONTRACTORS, EMPLOYEES, PATRONS, GUESTS, INVITEES, Agreement btw City and TCCD—Highland Hills and Southwest CC 5 of 16 PROGRAM PARTICIPANTS, OR SUBLICENSEES. LICENSEE HEREBY EXPRESSLY RELEASES AND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR ANY DAMAGE,INCLUDING,BUT NOT LIMITED TO,PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY,THE OCCUPANCY AND/OR USE OF THE PREMISES,CENTERS,AND ANY AND ALL ACTIVITIES CONDUCTED THEREON SUSTAINED BY REASONS OF THE OCCUPANCY OF SAID CENTERS UNDER THIS LICENSE AGREEMENT. 9.2 INDENI-NIFICATION — TO THE EXTENT ALLOWED BY LAW, BUT WITHOUT WAIVING ANY PROTECTION OR IMMUNITIES PROVIDED OR AFFORDED BY LAW TO LICENSEE, LICENSEE AT NO COST TO THE CITY,AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY, PROTECT, AND HOLD HARMLESS CITY AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS EMPLOYEES, AND SERVANTS (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, LIENS, 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 (1) RELATING TO THE USE OR OCCUPANCY OF THE PREMISES AND CENTERS BY LICENSEE OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, PATRONS, GUESTS, SUBLICENSEES, PROGRAM PARTICIPANTS, OR INVITEES; (2)BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF LICENSEE OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, PATRONS, GUESTS, SUBLICENSEES, PROGRAM PARTICIPANTS, OR INVITEES OR OF ANY OTHER PERSON ENTERING UPON THE PREMISES AND CENTERS WITH THE EXPRESS OR IMPLIED INVITATION OR PERMISSION OF LICENSEE; OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF LICENSEE UNDER THIS AGREEMENT (COLLECTIVELY, "LIABILITIES"), EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUATABLE TO ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT, INTENTIONAL CONDUCT, VIOLATION OF STATUTE OR COMMON LAW, BREACH OF WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR ANY OTHER ACT,OMISSION, OR CONDITION WHATSOEVER OF THE CITY OR ITS PROPERTY. 9.3 Intellectual Property - Licensee agrees to assume full responsibility for complying with all State and Federal Copyright Laws, including, but not limited to, the Federal Copyright Law of 1978 (17 U.S.C. 101, et seq.) and any other regulations associated therewith, including, but not limited to,the assumption of any and all responsibilities for paying royalties that are due for the use of copyrighted works in Licensee's Programs, performances or exhibitions to the copyright owner or representative of said copyright owner. City expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations. City specifically does not authorize, permit, or condone the performance, reproduction, or other use of copyrighted materials by Licensee or its officers, agents, servants, representatives, subcontractors, invitees, or licensees without the appropriate licenses or permission being secured by Licensee in advance. In addition to any other indemnification obligations set forth herein, Licensee further agrees that, to the extent allowed by law, but without waiving any protection or immunities provided or afforded by law to Licensee, LICENSEE AGREES TO AND DOES HEREBY RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE Agreement btw City and TCCD-Highland I lills and Southwest CC 6 of 16 CITY FOR, FROM, AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND NONPAYMENT TO LICENSING AGENCIES, INCLUDING, BUT NOT LIMITED TO, ASCAP, BMI, AND SESAC, ARISING OUT OF OR RELATED TO LICENSEE'S INFRINGEMENT OR VIOLATION OF ANY COPYRIGHT LAWS OR REGULATIONS. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of the Licensee. Licensee understands that it is responsible for securing any and all licenses by artists and performers giving permission for the recordings. Licensee is responsible for both reporting and payment of any music licensing fees that may be required by law. Licensee understands and agrees that without the proper license obtained by Licensee, there is a risk of an injunction or money damages arising from a copyright lawsuit brought by ASCAP, BMI, SESAC or any other licensing agency. 9.4 If any action or proceeding shall be brought by or against the City in connection with any such liability or claim, Licensee, on notice from City, shall defend such action or proceeding at Licensee's expense, by or through attorneys reasonably satisfactory to City. 9.5 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 shall 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 shall continue in full force and effect. 9.6 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 Premises or Centers. Licensee agrees to make its 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. Licensee shall place language in its contracts with contractors and subcontractors that contractors shall notify City as required by Licensee in this subsection. 9.7 Licensee shall require all of its subcontractors to include in their subcontracts liability and indemnification language in favor of the City in substantially the same form as above. SECTION 10 INSURANCE REQUIREMENTS 10.1 General Requirements. Licensee shall furnish to City in a timely manner, but not later than the start of the term of this License Agreement, certificates of insurance as proof that it has secured and paid for the policies of insurance specified herein. If City has not received such certificates by such date, Licensee shall be in default of the License Agreement and City may, at its option, terminate the License Agreement. Licensee shall maintain the following coverages and limits thereof: 10.1.1 Commercial General Liability(CGL)Insurance i. $1,000,000 each occurrence ii. $2,000,000 aggregate limit 10.1.2 Business Automobile Liability Insurance Agreement btw City and TCCD—Highland Hills and Southwest CC 7 of 16 i. $1,000,000 each accident on a combined single limit or $250,000 Property Damage $500,000 Bodily Injury per person per occurrence ii. Insurance policy shall be endorsed to cover "Any Auto", defined as autos owned, hired, and non-owned when said vehicle is used in the course of the event Licensed herein. 10.1.3 Workers' Compensation Insurance i. Part A: Statutory Limits ii. Part B: Employer's Liability A. $100,000 each accident B. $100,000 disease-each employee C. $500,000 disease-policy limit 10.2 Additional Requirements. 10.2.1 Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months, and Licensee shall revise such amounts within thirty (30) calendar days following notice to Licensee of such requirements. 10.2.2 To the extent permissible by applicable law, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, representatives, officers, agents, and volunteers of City. 10.2.3 To the extent permissible by applicable law, the Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Such insurance shall cover employees performing work on any and all projects. Licensee shall maintain coverages, if applicable. 10.2.4 Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. 10.2.5 Insurers of Licensee's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A-: VII or other equivalent insurance industry standard rating otherwise approved by City. Agreement btw City and TCCD—Highland Hills and Southwest CC 8 of 16 10.2.6 Deductible limits on insurance policies shall not exceed $10,000 per occurrence unless otherwise approved by City. 10.2.7 In the event there are any local, federal or other regulatory insurance or bonding requirements for Licensee's operations, and such requirements exceed those specified herein, the former shall prevail. 10.2.8 Licensee shall require its contractors and subcontractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Licensee shall require its contractors and subcontractors to provide Licensee and City with certificate(s) of insurance documenting such coverage. Also, Licensee shall require its subcontractors to have City and Licensee endorsed as additional insureds (as their interest may appear) on their respective insurance policies. 10.3 Insurance Coverage Exclusion 10.3.1 Licensee shall not be required to carry the above automobile liability insurance if Licensee DOES NOT provide transport of Program Participants to or from the Program using their personal, leased or rented automobiles. This exclusion of coverage does not apply to contract transportation services obtained by Licensee to provide transportation to or from Programs; contract transportations services shall be required to carry the above insurance coverage. 10.3.2 Licensee shall not be required to carry the above worker's compensation insurance if Licensee does not employ at least one full time employee. SECTION 11 AUDIT 11.1 Licensee agrees that the City shall, until the expiration of three (3) years after the termination or expiration of this License Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of Licensee involving transactions relating to this License Agreement. Licensee agrees that the City shall have access during normal working hours to all necessary Licensee facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Licensee reasonable advance notice of intended audits. 11.2 Licensee further agrees to include in any contractor and subcontractor agreements hereunder a provision to the effect that the contractor and subcontractors agree that the City shall, until the expiration of three (3) years after the expiration or termination of the contract or subcontract, have access to and the right to examine any directly pertinent books, documents, papers, and records of such contractor or subcontractor involving transactions of the contract or subcontract, and further that City shall have access during normal working hours to all contractor and subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give the contractor and subcontractor reasonable advance notice of intended audits. SECTION 12 CHARITABLE IMMUNITY Agreement btw City and TCCD—Highland Hills and Southwest CC 9 of 16 12.1 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 notice provision of this License Agreement. SECTION 13 TERMINATION 13.1 Termination for Convenience. This License Agreement may be terminated without cause by either party upon thirty (30) days written notice of such intent to terminate. If the City issues notice of its intent to terminate more than thirty (30) days prior to the date upon which any individual fall or spring semester is scheduled to end, then the effective date for such termination will be the last day of such semester. 13.2 Termination for Cause. Unless stated elsewhere in this License Agreement, Licensee shall be in default under this License Agreement if Licensee breaches any term or condition of this License Agreement and such breach remains uncured after thirty (30) calendar days following receipt of written notice from the City referencing this License Agreement (or, if Licensee has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than thirty (30) calendar days to cure, then such additional amount of time as is reasonably necessary to effect cure, as determined by both parties mutually and in good faith). 13.3 Gratuities. City may terminate this License Agreement if it is found that gratuities in the form of entertainment, gifts or otherwise were offered or given by Licensee or any agent or representative to any City official or employee with a view toward securing favorable treatment with respect to the awarding, amending, or making of any determinations with respect to the performance of this License Agreement. In the event this License Agreement is canceled by the City pursuant to this section, City shall be entitled, in addition to any other rights and remedies, to recover from Licensee a sum equal in amount to the cost incurred by Licensee in providing such gratuities. 13.4 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any time during the term of the License Agreement, the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this License Agreement, the City may terminate the portion of the License Agreement regarding such obligations to be effective on the last of(i) ninety(90) calendar days following delivery by the City to Licensee of written notice of the City's intention to terminate; (ii) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this License Agreement; or (iii) completion of the semester then in effect at such time. 13.5 Licensee's Duties Upon Expiration or Termination. 13.5.1 Prior to the effective date for expiration or termination of this License Agreement, Licensee shall promptly remove all of its personal property; provided, however, Licensee shall not be obligated to remove any fixtures. Licensee shall also repair any Licensee-caused damage to the Premises or Centers, including, but not Agreement btw City and TCCD—Highland Hills and Southwest CC 10 of 16 limited to, any damage that Licensee causes during removal of Licensee's property, to the reasonable satisfaction of the Director. 13.5.2 If Licensee fails to comply with its obligations in this Section, City may, at its sole discretion, (i) remove Licensee's personal property and otherwise repair the Premises and Centers and invoice Licensee for City's costs and expenses incurred, such invoice to be due and payable to City within thirty (30) calendar days of its delivery to Licensee; or(ii) following no less than thirty (30) calendar days prior written notice to Licensee, take and hold any Licensee personal property as City's sole property; or (iii) pursue any remedy at law or in equity available to City. If Licensee fails to surrender the Premises to City following termination or expiration, all liabilities and obligations of Licensee hereunder shall continue in effect until such is surrendered. 13.5.3 Upon termination, all funds owed to the City shall be due and payable by the tenth(10th)calendar day after the effective date of termination. 13.6 Other Remedies. Any termination of this License Agreement as provided in this License Agreement will not relieve Licensee from paying any sum or sums due and payable to City under this License Agreement that remains unpaid and due at the time of termination, or any claim for damages then or previously accruing against Licensee under this License 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 License Agreement. All City's rights, options, and remedies under this License 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 License Agreement. No such termination shall 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 License Agreement. SECTION 14 RIGHT OF ENTRY AND INSPECTION 14.1 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 License 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 License 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 15 LICENSES AND PERMITS 20.01 Licensee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for its operations. 20.02 Copy of the documentation stating this organization's status is due annually by to the address specified for Parks and Community Services in the notice provisions of this License Agreement. Agreement btw City and TCCD—Highland Hills and Southwest CC 11 of 16 SECTION 16 NOTICES 23.01 All notices required or permitted under this License Agreement 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 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 Tarrant County College District Director Vice Chancellor for Real Estate Parks and Community Services Department and Facilities 4200 South Freeway, Suite 2200 1500 Houston Street Fort Worth,Texas 76115 Fort Worth, Texas 76102 With copies to: With copies to: City of Fort Worth Tarrant County College District City Manager and City Attorney Vice Chancellor for Administration 1000 Throckmorton Street and General Counsel Fort Worth, Texas 76102 same address as above 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 17 NON-DISCRIMINATION 17.1 Licensee shall 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 in any employment decisions relating to this License Agreement, and Licensee represents and warrants that to the extent required by applicable laws, it is an equal opportunity employer and shall comply with all applicable laws and regulations in any employment decisions. 17.2 In the event of Licensee noncompliance with the nondiscrimination clauses of this License Agreement, which is not cured within ninety (90) calendar days of notice of such noncompliance,this License Agreement may be canceled, terminated, or suspended in whole or in part, and Licensee may be debarred from further agreements with City. SECTION 18 VENUE AND CHOICE OF LAW 18.1 Licensee and City agree that this License Agreement shall 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 License Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas— Fort Worth Division. Agreement btw City and TCCD—Highland Hills and Southwest CC 12 of 16 SECTION 19 THIRD-PARTY RIGHTS AND ASSIGNMENTS 19.1 The provisions and conditions of this License 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. 19.2 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 shall be void. SECTION 20 BINDING COVENANTS 20.1 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 21 INDEPENDENT CONTRACTOR 21.1 It is expressly understood and agreed that Licensee and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this License Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this License Agreement, Licensee shall 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, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Licensee acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Licensee and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Licensee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Licensee. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Licensee or any employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers of Licensee. Neither Licensee, nor any officers, agents, servants, employees or subcontractors of Licensee shall be entitled to any employment benefits from the City. Licensee shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. SECTION 22 AMENDMENTS,CAPTIONS,AND INTERPRETATION 22.1 Except as otherwise provided in this License Agreement, the terms and provisions of this License Agreement may not be modified or amended except upon the written consent of both the City and Licensee. 22.2 Captions and headings used in this License Agreement are for reference purposes only and shall not be deemed a part of this License Agreement. Agreement btw City and TCCD—Highland Hills and Southwest CC 13 of 16 22.3 In the event of any dispute over the meaning or application of any provision of this License Agreement,this License Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this License Agreement. SECTION 23 GOVERNMENTAL POWERS AND IMMUNITIES 23.1 It is understood that by execution of this License Agreement, the City and Licensee do not waive or surrender any of their governmental powers or immunities. SECTION 24 AUTHORIZATION AND COUNTERPARTS AND ELECTRONIC SIGNATURES 24.1 By executing this License Agreement, Licensee's agent affirms that he or she is authorized by Licensee or its general partner to execute this License Agreement and that all representations made herein with regard to Licensee's identity, address, and legal status are true and correct. 24.2 This License 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 shall be as legally binding for all purposes as an original signature. SECTION 25 SEVERABULITY AND NO WAIVER 25.1 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 shall 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 License Agreement. 25.2 The failure of either party to insist upon the performance of any term or provision of this License Agreement or to exercise any right granted hereunder shall 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 26 COMPLIANCE WITH LAWS 26.1 This License 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. 26.2 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 shall immediately desist from and correct the violation. SECTION 27 SOLE AGREEMENT Agreement btw City and TCCD—Highland Hills and Southwest CC 14 of 16 27.1 This License 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 License Agreement. IN WITNESS WHEREOF, the parties have executed this License Agreement in multiples in Tarrant County, Texas to be effective on the date set forth in Section 3. CITY OF FORT WORTH TARRANT COUNTY COLLEGE DISTRICT, A political subdivision of the State of Texas —:�Z�r By: A By: _ 4:0e-susan Alanis Assistant City Manager X Mike Herndon Director of Procurement Tarrant County College District Date:— s - _ Dater APPROVED AS TO FORM AND LEGALITY: By. . Tyler F. Ullach Assist'. City Attorney SORT ATJESTED By-'. to$ 0 ty Sec e CC%00"00'000 No M&C Required OFFICIAL RECORD CITY SECRETARY FT,WORTH, TX Agreement btw City and TCCD—Highland Hills and Southwest CC 15 of 16 Exhibit A SCHEDULE OF USE FALL 2014 1 1 Highland Hills Community Center Multipurpose Rm T Sep 16- Nov 18 11:00 AM 11:50 AM Gym T/Th Sep 16- Nov 20 10:00 AM 10:50 AM Multipurpose Rm Th Sep 18- Nov 20 11:00 AM 11:50 AM Dance Room M Sep 15- Nov 17 9:00 AM 9:50 AM Gym M /Th Sep 15- Nov 20 10:00 AM 10:50 AM Multipurpose Rm T Sep 16- Nov 18 1:30 PM 2:50 PM Multipurpose Rm Th Sep 18- Nov 20 1:30 PM 2:50 PM Dance Room Th Sep 18- Nov 20 9:00 AM 9:50 AM SPRING 2015 Highland Hills Community Center Multipurpose Rm T Jan 27- Apr 7 11:00 AM 11:50 AM Gym T/Th Jan 27- Apr 9 10:00 AM 10:50 AM Multipurpose Rm Th Jan 29- Apr 9 11:00 AM 11:50 AM -Sopthwest Community Center Dance Room M Jan 26- Apr 6 9:00 AM 9:50 AM Gym M /Th Jan 26- Apr 9 10:00 AM 10:50 AM Multipurpose Rm T Jan 27- Apr 7 1:30 PM 2:50 PM Multipurpose Rm Th Jan 29- Apr 9 1:30 PM 2:50 PM Dance Room Th Jan 29- Apr 9 9:00 AM 9:50 AM M=Monday T=Tuesday Th=Thursday Agreement btw City and TCCD—Highland Hills and Southwest CC 16 of 16