HomeMy WebLinkAboutContract 46948 1$3EC14HAARY
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LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH
AND TEXAS WESLEYAN UNIVERSITY
THIS LICENSE AGREEMENT ("License") is made and entered into by and between the
CITY OF FORT WORTH ("City"), a home-rule municipal corporation of the State of Texas, acting
by and through its duly authorized Assistant City Manager, and TEXAS WESLEYAN UNIVERSITY
("Licensee"), a Texas corporation, acting by and through its duly authorized representative.
WHEREAS, the City owns Sycamore Park, which is located at 2401 E. Rosedale Street, Fort
Worth, Texas 76105 ("Park");
WHEREAS, since 1993, Licensee has leased a certain portion of the Park for use as a baseball
field pursuant to City Secretary Contract(CSC)Number 20180 (`Baseball Field Agreement");
WHEREAS, in 1999, Licensee leased an additional portion of the Park for use as a softball
field pursuant to CSC No. 25600 and 25600-R1 ("Softball Field Agreement");
WHEREAS, City and Licensee desire to terminate the Baseball Field Agreement and the
Softball Field Agreement and combine the two into a single agreement intended to control the
Licensee's use of both fields; and
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NOW, THEREFORE, in consideration of the covenants and agreements contained in this
License, City and Licensee hereby agree as follows:
SECTION 1
TERMINATION OF PRIOR AGREEMENTS
1.1 The Baseball Field Agreement and Softball Field Agreement shall automatically terminate and I'
be superseded by this License on the date that this License takes effect. Nothing contained herein shall
serve to relieve the parties of any obligations under the Baseball Field Agreement or Softball Field
Agreement that existed prior to the termination thereof.
SECTION 2
LICENSED PREMISES
2.1 Licensed Premises. City hereby grant to Licensee the non-exclusive right to use certain
portions of the Park for the operation of a baseball field and a softball field to serve the recreational and
athletic needs of the Licensee in accordance with the terms and conditions of this License. The area of L
the Park to be licensed is set forth in greater detail in Exhibit A, which is attached hereto and
incorporated herein ("Premises"). Any modifications to Exhibit A will be set forth in a written
amendment to this License. This License is subject to all existing easements for public roads, channels,
highways, public utilities, railroads,pipelines, electrical transmission lines, and the like.
2.2 Condition of the Premises. Licensee expressly acknowledges and agrees that it has conducted a
full and complete physical examination of the Premises and hereby accepts the Premises, AS IS,
WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATEVER NATURE, EXPRESS OR
IMPLIED, IT BEING THE INTENTION OF CITY AND LICENSEE TO EXPRESSLY
NEGATE AND EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED, IN FACT OR BY
LAW, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF
SUITABILITY, AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
ANY PARTICULAR PURPOSE, CONT EN,EH Il �•OR�CREA�TED BY ANY APPLICABLE
LAW OF THE STATE OF TEXAS. 43FFICIAL RECORD
CITY SECRHIV,µT ' 1, V`
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2.3 Zoning, Restrictions, and Other Laws. The Premises are subject to any statement of facts that
an accurate survey or physical inspection might show, all zoning, restrictions, regulations, rulings, and
ordinances, building restrictions, and other laws and restrictions now in effect or hereafter adopted by
any governmental authority having jurisdiction.
SECTION 3
TERM OF LICENSE
3.1 Term. This License shall commence on February 1, 2015 and expire on the January 31, 2025
("Primary Term"), unless terminated earlier pursuant to the terms set forth herein.
3.2 First Renewal. Unless Licensee elects not to renew this License by giving the City at least six
(6) months written notice prior to the expiration of the Primary Term, this License will renew
automatically on the same terms and conditions for an additional period of five (5) years ("First
Renewal Term"), provided that the Licensee is not then in default and such default is not cured as
provided in this License.
3.3 Second Renewal, Unless Licensee elects not to renew this License by giving the City at least
six(6) months written notice prior to the expiration of the First Renewal Term, this License will renew
automatically on the same terms and conditions for an additional period of five (5) years ("Second
Renewal Term"), provided that Licensee is not in default and such default is not cured as provided in
this License. If there is no First Renewal Term, there shall be no Second Renewal Term. As used
herein, "Renewal Term" shall mean the First Renewal Term and/or the Second Renewal Term, as may
be applicable.
3.4 If, at the time of any renewal of this License, Licensee is in default and has received notice of
such default from the City in accordance with this License and the cure period has not expired, then
such renewal will not be effective unless such default is cured by Licensee within the allowed cure
period. However, in the interim, the current term of this License will be automatically extended until
the expiration of the cure period. If Licensee cures the default within the cure period, the renewal will
become effective and be retroactive to the date that the License would otherwise have been renewed. If
Licensee fails to complete the cure within the cure period, then the City may deny the renewal and this
License shall terminate. This Section 3.4 shall not apply if Licensee has delivered written notice
electing not to renew this License pursuant to Section 3.2 or Section 3.3 above.
3.5 Holdover Tenancy. Any holding over by Licensee after the expiration or termination of this
License will not constitute a renewal of the License or give Licensee any rights under the License in or
to the Premises, except as a tenant at will.
SECTION 4
USE OF THE PREMISES/OWERNSHIP OF PROPERTY
4.1 Ball Fields. The primary use of the Premises shall be for the purpose of operating a baseball
field on the Baseball Field and a softball field on Softball Field, each of which are set forth in more
detail in Exhibit A, to serve the recreational and athletic needs of the Licensee in accordance with the
terms and conditions of this License and for no other purpose.
4.2 Parking. Licensee's use hereunder shall also include any parking lots within the Premises.
Licensee understands and agrees that the parking areas in the Premises are not for the exclusive use of
the Licensee and that the City and the Park's patrons may use the parking spaces at any time.
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4.3 Legal Restrictions. Licensee may not use any part of the Premises 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.
4.4 Income Production. Licensee shall be permitted to sell tickets and operate concession stands
for and during events sponsored by Licensee on the Premises and may retain all revenue generated from
such sales. Licensee shall be permitted to sell advertising and erect signs on interior fences of the
licensed ball fields for such advertising; provided, however, that all advertising shall face into the
interior of the Baseball Field or Softball, as applicable, save and except the advertising placed on the
existing score boards. Any advertising and signage must comply with the ordinances, rules, and
regulations of the City and are subject to the approval of the Director of the Parks and Community
Services Department or that person's designee("Director").
4.5 Use by City. Notwithstanding anything to the contrary, City shall have the right to use the
Premises at City's option; provided, however, that City and Licensee shall coordinate such use so as to
address the reasonable needs of both parties. City and Licensee agree to meet at least annually during
the term of this License, or more often if necessary,to plan for the prospective use of the Premises so as
to minimize the potential for conflicting schedules. Use of the Premises by the City shall be without
charge to the City.
4.6 Ownership of the Premises and Improvements. Title to all public lands, permanent
improvements and property currently owned by the City at the Premises, and any permanent
improvements constructed at the Premises during the Primary Term or any Renewal Term, shall remain
vested or shall vest in the City; provided, however, to the extent that Licensee has installed any
improvements to the Premises pursuant to the Baseball Agreement or the Softball Agreement, then all
such improvements that are removable from the Premises without permanent or unreasonable damage
thereto shall be the sole property of the Licensee, and Licensee shall remove all such Licensee owned
improvements within a reasonable time after the expiration or earlier termination of the License, unless
agreed to otherwise by the parties in writing.
4.7 Security and Traffic Control. Licensee shall manage all security operations at the Premises and
provide reasonable security for employees, visitors, equipment, and structures within the boundary of
the Premises. During events that require traffic control, the Licensee shall coordinate with the Fort
Worth Police Department,when necessary.
4.8 Director Authority. The Director reserves the right to review, approve, or disapprove any and
all policies and procedures concerning Licensee's use of the Premises in order to confirm compliance
with this License and to comply with federal, state, and local laws, rules, regulations, ordinances,
policies and procedures.
4.9 Permits and Licenses. Licensee agrees that it will obtain and pay for all necessary permits
(unless otherwise provided for in this License) and licenses incurred or required in connection with the
rights granted hereunder.
4.10 Park Roads. Any and all park roads contained within the Premises shall be open to the public at
all times, unless otherwise approved or directed by the Director.
SECTION 5
LIENS UTILITIES AND TAXES
5.1 Liens. Licensee shall do no act or make any contract that may create or be the foundation for
any lien upon or interest in any City property. Any such contract or lien attempted to be created or filed
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shall be void. Should any purported lien on City property be created or filed, Licensee, at its sole
expense, shall liquidate and discharge the same within ten (10) calendar days after notice from the City
to do so. Should Licensee fail to discharge the same, such failure shall constitute a breach of this
License, and the City shall have the right to terminate this License immediately. However, Licensee's
financial obligation to City to liquidate and discharge such lien shall survive following termination of
this License and until such a time as the lien is discharged.
5.2 Utilities. Licensees shall pay all utility charges in connection with the Premises, including, but
not limited to, electricity and water, directly to the utility company or municipality furnishing the same
before the same shall become delinquent. If a separate water meter is warranted,then the Licensee shall
incur all expenses related thereto. In the event any permanent utility improvements are made to the
Premises, such improvements shall become the property of the City upon completion but shall be
subject to Licensee's use hereunder.
5.3 Taxes. If at any time during the Primary Term or any Renewal Term, any taxes, general and
special assessments, or other charges are levied on or assessed against the Premises or any interest in the
Premises and all improvements and other property on the Premises, then Licensee shall pay those
charges. Licensee may, in good faith and at its own expense (and in its own name) contest any such
taxes, charges, and assessments and must pay the contested amount, plus any penalties and interest
imposed, if and when finally determined to be due.
SECTION 6
CARE OF THE PREMISES
6.1 Licensee, at Licensee's own expense, shall keep the Premises and maintain all equipment,
improvements, and other properties of City and Licensee in a safe, sanitary, sightly condition and in
good repair, condition, and maintenance during the term of this License. Licensee shall maintain and
mow the B and Softball Field in a manner it deems adequate for its use. Licensee shall bag and remove
all garbage and rubbish on the Premises in accordance with City standards.
6.2 In case of damage to or destruction of the Premises, including, but not limited to, any
improvements, Licensee shall cause the damage to be repaired as soon as practicable, at Licensee's sole
cost and expense, unless the damage or destruction was caused solely by City or City's officers, agents,
employees, contractors, and subcontractors. If Licensee fails to repair damage to the Premises for which
it, or its officers, agents, representatives, contractors, subcontractors, servants, and invitees are
responsible within a reasonable time period, City shall notify Licensee in writing, and Licensee shall
have fourteen(14)calendar days from the date of the notice to repair the damage (or, if the nature of the
repair reasonably requires longer than fourteen(14)days,then if Licensee does not commence the repair
within fourteen (14) days from the date of the notice and continue diligently thereafter to complete the
repair). If Licensee does not cure the non-compliance within this period, City may perform the
necessary repairs, and Licensee shall reimburse City promptly for all actual expenses related to the
repairs upon written request of City. All repairs to the Premises shall be done in a good and
workmanlike manner and otherwise in compliance with applicable law and construction standards.
SECTION 7
ALTERATIONS,ADDITIONS,OR IMPROVEMENTS
7.1 Licensee may provide for and manage alterations, additions or improvements to the Premises
with the prior written approval of the Director. City and Licensee agree that Licensee will perform all
alterations, additions, and improvements (i) in accordance with a set of plans and specifications pre-
approved by the Director; (ii) in accordance with all applicable laws, ordinances, rules, regulations, and
specifications of all federal, state, county, city, and other governmental agencies now or hereafter in
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effect; (iii) in a good and workman like manner; and (iv) in accordance with industry standards of care,
skill, and diligence.
7.2 Approval by the City of any plans and specifications relating to any alterations, additions, or
improvements shall not constitute or be deemed (i) to be a release by the City of the responsibility or
liability of Licensee and its subcontractors, for the accuracy or the competency of the plans and
specifications, including, but not limited to, any related investigations, surveys, designs, working
drawings and other specifications or documents, or (ii) an assumption of any responsibility or liability
by the City for any act, error or omission in the conduct or preparation of any investigation, surveys,
designs, working drawings and other specifications or documents by Licensee or its subcontractors.
City shall own the plans and specifications.
7.3 Licensee may authorize a third party contractor to undertake all or any portion of any alteration,
addition, or improvement(a"Third Party Contractor")provided that Licensee first enters into a contract
with such Third Party Contractor for the work to be undertaken by the Third Party Contractor and such
contract contains all of the following: (i) a provision in a form acceptable to the City pursuant to which
the contractor and any subcontractors involved with the work agree to release, indemnify, defend and
hold harmless the City from any and all damages arising as a result of or in relation to the work and for
any negligent or grossly negligent acts or omissions or intentional misconduct of the Third Party
Contractor, any subcontractors, and Licensee, and their officers, agents, servants and employees; (ii) a
requirement that the Third Party Contractor provide Licensee with a bond or bonds,which Licensee shall
forward to the City, that guarantees the faithful performance and completion of all construction work
covered by the contract and full payment for all wages for labor and services and of all bills for materials,
supplies and equipment used in the performance of the contract in accordance with Section 2253.021 of
the Texas Government Code, then in effect; (iii) a requirement that the Third Party Contractor provide
insurance in accordance with minimum requirements that may be required by the City, as approved in
writing by the City's Risk Manager; (iv) a requirement that the Third Party Contractor and any of its
subcontractors comply with 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; and (v) the provisions referred to in Section 11 hereto with respect to the audit of the Third
Party Contractor's records. All of the requirements contained in this Section shall hereinafter be
referred to as the"Third Party Contract Provisions."
7.4 IF LICENSEE ENTERS INTO ANY THIRD PARTY CONTRACT FOR CONSTRUCTION
OF ANY IMPROVEMENTS THAT DO NOT CONTAIN ALL OF THE ABOVE THIRD PARTY
CONTRACT PROVISIONS, AND TO THE EXTENT THAT ANY CLAIMS, DEMANDS,
LAWSUITS OR OTHER ACTIONS FOR DAMAGES OF ANY KIND, INCLUDING, BUT NOT
LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISE UNDER, ON ACCOUNT OF OR IN RELATION TO
THE THIRD PARTY CONTRACT FOR WHICH THE CONTRACTOR THEREUNDER WOULD
HAVE BEEN REQUIRED TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY IF
THE THIRD PARTY CONTRACT PROVISIONS HAD BEEN INCLUDED IN THE THIRD PARTY
CONTRACT ("THIRD PARTY CONTRACT DAMAGES"), THEN LICENSEE, AT LICENSEE'S
OWN EXPENSE, SHALL INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY
ACCEPTABLE TO THE INDEMNIFIED PARTIES HEREIN) AND HOLD HARMLESS THE CITY
FROM AND AGAINST ANY SUCH THIRD PARTY CONTRACT DAMAGES. THIS IS IN
ADDITION TO ANY OTHER INDEMNIFICATION PROVISION PROVIDED IN THIS LICENSE.
7.5 All alterations, additions and improvements to City property made with the written consent of
the Director shall, upon completion and acceptance by the City become the property of the City.
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Licensee may be required to remove, at its expense, any alterations, additions or improvements not
meeting specifications as approved by the City.
SECTION 8
FORCE MAJEURE
8.1 If either party is unable, either in whole or part, to fulfill its obligations under this License due
to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars;
blockades; insurrections; riots; epidemics; public health crisis; 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 of 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 explosion; 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 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 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, 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 AND ANY AND
ALL ACTIVITIES CONDUCTED THEREON SUSTAINED BY REASONS OF THE
OCCUPANCY OF SAID PREMISES UNDER THIS LICENSE.
9.2 INDEMNIFICATION — 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 BY LICENSEE OR ANY OF ITS
OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
PATRONS, GUESTS, SUBLICENSEES, 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
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OF LICENSEE OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS, PATRONS, GUESTS, SUBLICENSEES, OR INVITEES OR
OF ANY OTHER PERSON ENTERING UPON THE PREMISES 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
LICENSE.
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 activities, 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 LICENSEE AGREES TO AND DOES
HEREBY RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE 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. 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.
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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, 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 and City may, at its option, terminate the License. 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
i. $1,000,000 each accident on a combined single limit
or
$250,000 Property Damage
$500,000 Bodily Injury per person per occurrence
iii. 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(3 0)calendar days following notice to Licensee of such requirements.
10.2.2 Where applicable, 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 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.
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10.2.4 Any failure on the 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.
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 contractors and
subcontractors to have City and Licensee endorsed as additional insureds (as their interest may
appear)on their respective insurance policies.
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, have access to and the right to examine any directly pertinent books,
documents, papers, and records of Licensee relating to this License. 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
12.1 Licensee agrees that, if it is a charitable organization, corporation, 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
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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.
SECTION 13
TERMINATION
13.1 Termination for Convenience. This License may be terminated without cause by either party
upon thirty(30)days written notice of such intent to terminate.
13.2 Termination for Cause. Unless stated elsewhere in this License, Licensee shall be in default
under this License if Licensee breaches any term or condition of this License and such breach remains
uncured after thirty (30)calendar days following receipt of written notice from the City referencing this
License (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). If the Licensee defaults under this License,then the City may terminate this License.
13.3 Gratuities. City may terminate this License 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 In the event
this License 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, the Fort Worth City Council fails to appropriate funds sufficient for the
City to fulfill its obligations under this License, the City may terminate the portion of the License
regarding such obligations to be effective on the later of(i)ninety(90) calendar days following delivery
by the City to License of written notice of the City's intention to terminate or(ii)the last date for which
funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Contract.
13.5 Licensee's Duties Upon Expiration or Termination.
13.5.1 Prior to the effective date of expiration or termination of this License and in addition to
any other requirements set forth in the License, Licensee shall promptly remove all of its
personal property; provided, however, Licensee shall not be obligated to remove any fixtures.
Licensee shall restore and yield said Premises, equipment, and all other properties belonging to
the City back to City at the expiration of the term of this License in good or better condition as
existed at the beginning of each term then in effect and in which Licensee found them. Licensee
shall 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 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
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
License with Texas Wesleyan University 10 of 16
liabilities and obligations of Licensee hereunder shall continue in effect until such is
surrendered.
13.6 Other Remedies. Any termination of this License as provided in this License will not relieve
Licensee from paying any sum or sums due and payable to City under this License that remains unpaid
and due at the time of termination, or any claim for damages then or previously accruing against
Licensee under this License. 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. All City's rights, options, and remedies
under this License 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. 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.
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 reasonable notice by City, 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; 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 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
15.1 Licensee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary
for its operations.
15.2 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 provision of this License.
SECTION 16
NOTICES
16.1 All notices required or permitted under this License may be given to a party personally or by
mail, addressed to such parry 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 given by mail 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 Texas Wesleyan University
Attn: Director Attn: Vice President of Finance
Parks and Community Services Department 1201 Wesleyan Street
4200 South Freeway, Suite 2200 Fort Worth, Texas 76105
Fort Worth, Texas 76115
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With a copy to:
City Attorney's Office
1000 Throckmorton
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 17
NONDISCRIMINATION
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, 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,
which is not cured within ninety (90) calendar days of notice of such noncompliance, this License may
be 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 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,venue for such action shall lie in state courts located in Tarrant County, Texas
or the United States District Court for the Northern District of Texas—Fort Worth Division.
SECTION 19
THIRD-PARTY RIGHTS AND ASSIGNMENTS
19.1 The provisions and conditions of this License 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
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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, and not as agents, representatives or
employees of the City. Subject to and in accordance with the conditions and provisions of this License,
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, the terms and provisions of this License 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 are for reference purposes only and shall not be
deemed a part of this License.
22.3 In the event of any dispute over the meaning or application of any provision of this License,this
License shall be interpreted fairly and reasonably, and neither more strongly for or against any party,
regardless of the actual drafter of this License.
SECTION 23
GOVERNMENTAL POWERS AND IMMUNITIES
23.1 It is understood that by execution of this License,the City does not waive or surrender any of its
governmental powers or immunities.
SECTION 24
AUTHORIZATION AND COUNTERPARTS AND ELECTRONIC SIGNATURES
24.1 By executing this License, Licensee's agent affirms that he or she is authorized by Licensee to
execute this License and that all representations made herein with regard to Licensee's identity, address,
and legal status are true and correct.
24.2 This License 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
SEVERABILITY AND NO WAIVER
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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.
25.2 The failure of either party to insist upon the performance of any term or provision of this
License 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 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
27.1 This License, 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.
IN WITNESS WHEREOF, the parties have executed this License in multiples in Tarrant
County, Texas.
CITY OF FORT WORTH TEXAS WESLEYAN UNIVERSITY
B ., By:
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Date: `' <3°"O IS- Date: m
APPROVED AS TO FORM
AND LEGALITY:
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recreation and athletic needs of the Licensee in accordance with the terms of this Agreement.
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