HomeMy WebLinkAboutContract 47865 CITY SECRETARY
CONTRACT 140.: Ihy6pr
0 -92016
LICENSE AGREEMENT
BETWEEN THE CITY OF FORT WORTH
AND
TARRANT COUNTY COLLEGE DISTRICT
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 North Tri Ethnic Community Center located at 2950 Roosevelt, Fort
Worth,Texas(referred to as the"Center");
WHEREAS, Licensee implements its mission through a clearly defried set of programs, services, and
partnerships including continuing education programs and courses to serve the community;
WHEREAS, Licensee wishes to license space at the Center 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 agreements of the parties expressed herein,City does
hereby grant to Licensee the use of certain space within the Center 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).
1.3 Any modifications to the Premises must be set forth in a written amendment to this License Agreement.
SECTION 2
USE OF THE LICENSED PREMISES
2.1 Licensee may use the Premises to provide adult education classes as part of its continuing 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 Center's 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, 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 Neighborhood Services
Department or that person's designee, ("Director"), in its sole discretion, reserves the right to remove Licensee and
OFFICIAL RECORD
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FT.WORTH.TX
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 Center using the same space for the same amount of time and shall be paid by Licensee promptly upon
receiving an invoice from City.
2.3 Either party may request a temporary modification of the schedule set forth in Exhibit A with ten (10)
days 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.
2.4 The Center will be closed and unavailable for use by the Licensee on Sundays and on all regular City
holidays. Except due to emergency circumstances or Force Majeure Events, City agrees to notify Licensee of any
change in the hours of operation of the Center 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 Center 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 Center are not for the exclusive
use of the Licensee and that the City and/or patrons of the Center 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 effective beginning June 1, 2016 and ending on the last day of August 31, 2017 ("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.
SECTION 4
LICENSE FEE
4.1 City agrees to waive any license fees in return for the Licensee to provide the public purpose as outlined
in this License Agreement. As consideration for the rights and privileges granted hereunder for the Primary Term of
this License Agreement, Licensee covenants and agrees to provide the City with the public purpose of providing
community & industry education courses at the Premises to serve the community, including but not limited to, the
following types of courses: ESL, GED, Citizenship, and senior courses. City acknowledges the following controls
are in place to adequately ensure this stated public purposed is carried out:
4.1.1 Neighborhood Services Department's internal reservation software and facility reservation
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policy and procedures to approve and track facility use.
4.1.2 Licensee to provide the City a report detailing student enrollment,course completion and
other data documenting service to students living in the area community at the end of each semester on the form
attached as Exhibit B to this Agreement,which is attached hereto and incorporated herein.
4.2 Prior to each Renewal Term, the City will evaluate Licensee's reporting and use of.the facility the
previous term, to determine if the public purpose is still being served and negotiate the annual license fee, if
applicable, in good faith. Any 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 i
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 Center 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 Participants to the Director and ensure each Program
Participant and instructor of any Program has a current Center membership card and instruct any
such person without a membership card to secure one before attending any Programs in the
Premises. Any Program 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 Center beyond the Center's
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 business outside the designated Premises or beyond 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:
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 Center 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.
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5.2.5 Ensure that a City employee is present in the Center at all times during the Programs.
5.2.6 Assist with the promotion of the program in Center schedules by advertising Program(s)in the
Center's 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, Center, or any parts
thereof, or permit to be done anything that will damage or change the finish or appearance of the Premises or the
Center 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 Premises, Center, 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 Center 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 Center 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 Center, furnishings, fixture or furniture by the Licensee
shall be reasonably acceptable to the City. The costs of repairing any damage to the Premises or Center 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 Center 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 Center's decor. Any special requirements of Licensee contrary to the above must be made a part of this License
Agreement by written amendment.
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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 Center,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, 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, CENTER, AND ANY AND ALL ACTIVITIES CONDUCTED
THEREON SUSTAINED BY REASONS OF THE OCCUPANCY OF SAID CENTER UNDER THIS
LICENSE AGREEMENT.
9.2 INDEMNIFICATION — 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 CENTER 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 CENTER WITH THE EXPRESS OR IMPLIED INVITATION
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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 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 Center. 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
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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
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
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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 subcontractors to have City and
Licensee endorsed as additional insureds (as their interest may appear) on their respective insurance
policies.
10.3 Insurance Coverage Exclus;arr
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 IIVD4UNITY
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
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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 Center, 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 Center 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.
License Agreement between the City of Fort Worth and TCCD—North Tri Ethnic Community Center 9 of 17
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 prcvent 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
15.01 Licensee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for its
operations.
15.02 Copy of the documentation stating this organization's status is due annually by Licensee to the address
specified for Neighborhood Services in the notice provisions of this License Agreement.
SECTION 16
NOTICES
16.01 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
Aubrey Thagard Vice Chancellor for Real Estate
Neighborhood Services Department and Facilities
1000 Throckmorton 1500 Houston Street
Fort Worth, Texas 76102 Fort Worth,Texas 76102
License Agreement between the City of Fort Worth and TCCD—North Tri Ethnic Community Center 10 of 17
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
City of Fort Worth
Property Management Department
900 Monroe, suite 404
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
NON-DISCRIDIINATION
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, ariscs 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.
SECTION 19
THIRD-PARTY RIGHTS AND ASSIGNMENTS
19.1 The provisions and conditions of this Licensc Agrcement 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.
License Agreement between the City of Fort Worth and TCCD—North Tri Ethnic Community Center 11 of 17
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.
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.
License Agreement between the City of Fort Worth and TCCD—North Tri Ethnic Community Center 12 of 17
SECTION 25
SEVERABILITY 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 covcnants, 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
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.
License Agreement between the City of Fort Worth and TCCD—North Tri Ethnic Community Center 13 of 17
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 subdivisio of the State of Texas
By:��O"L By:
Fernando Costa Michael He don
Assistant City Manager Director of Procurement
Date: (�$/IG Date:
APPROVED AS O FORM AND LEGALITY:
By:
Jessica San vang
Assistant Attorney
ATTESTED BY
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OFFICIAL RECORD
CITY SECRETARY
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License Agreement between the City of Fort Worth and TCCD—North Tri Ethnic Community Center A 14 of 17
License Agreement between the City of Fort Worth and TCCD—North Tri Ethnic Community Center 15 of 17
Exhibit A
SCHEDULE OF USE
SPRING 2016
North Tri-Ethnic Community Center
Multipurpose Rm M Jan 11- May 20 8:00 AM 2:50 PM
Multipurpose Rm Th Jan 11- May 20 8:00 AM 2:50 PM
Multipurpose Rm T Jan 11- May 20 6:00 PM 8:50 PM
Multipurpose Rm W Jan 11- May 20 8:00 AM 2:50 PM
Youth Center M-F Jan 11- May 20 8:00 AM 2:00 PM
Multipurpose Rm F Jan 11- May 20 8:00 AM 2:50 PM f
Gym M-F Jan 11- May 20 8:00 AM 2:50 PM
Senior Activity Room M Jan 11- May 20 8:00 AM 5:50 PM
Senior Activity Room T/W Jan 11- May 20 6:00 PM 8:50 PM
Senior Activity Room F Jan 11- May 20 8:00 AM 8:50 PM
All rooms except Youth Center reserved 6 pm—9
pm first Thursday of the month
I
FALL 2016
North Tri-Ethnic Community Center
Multipurpose Rm M Sep 12- Dec 9 8:00 AM 2:50 PM
Multipurpose Rm T Sep 12- Dec 9 8:00 AM 2:50 PM
Multipurpose Rm Th Sep 12- Dec 9 6:00 PM 8:50 PM
Multipurpose Rm W Sep 12- Dec 9 8:00 AM 2:50 PM
Youth Center M-F Sep 12- Dec 9 8:00 AM 2:00 PM
Multipurpose Rm F Sep 12- Dec 9 8:00 AM 2:50 PM
Gym M-F Sep 12- Dec 9 8:00 AM 2:50 PM
Senior Activity Room M Sep 12- Dec 9 8:00 AM 5:50 PM
Senior Activity Room T/W Sep 12- Dec 9 6:00 PM 8:50 PM
Senior Activity Room F Sep 12- Dec 9 8:00 AM 8:50 PM
All rooms except gym and Youth Center filled in
evening of first Thursday of the month(6pm-9pm)
M = Monday
T=Tuesday
W=Wednesday
Th =Thursday
F = Friday
License Agreement between the City of Fort Worth and TCCD—North Tri Ethnic Community Center t6 of 17
Exhibit B here
License Agreement between the City of Fort Worth and TCCD—North Tri Ethnic Community Center 17 of 17
Exhibit B
Renewal Period
September 1, 2016-August 31, 2017
Number ofi Number of students
I
Course enrolled who successfully %of students from Notes
students completed the course the local community
... .......................
...............
..........
...................................
....................-
... .............................
................................
------------
-----
.............
Prepared by
Title
Date Page 1
Exhibit B
Renewal Period
September 1, 2016-August 31, 2017
Spring 2017
Number of 1 Number of students
of students from
Course enrolled who successfully i the local community Notes
students completed the course I
i
Prepared by
Title
Date Page 2
M&C Re%iew Page 1 of
Official
CITY COUNCIL AGENDA FORTWORTH
COUNCIL ACTION: Approved on 4/19/2016
DATE: 4/19/2016 REFERENCE NO.: **L-15894 LOG NAME: 21TCCTRI-
ETHNIC
CODE: L TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a License Agreement Between the City of Fort Worth and Tarrant
County College District to use the North Tri-Ethnic Community Neighborhood Center
Located at 2950 Roosevelt Avenue, Fort Worth, Texas 76106, to Provide Adult Education
Classes to Serve the Community and Authorize Waiver of Fees (COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a license Agreement with Tarrant County College District to use the
North Tri-Ethnic Community Center located at 2950 Roosevelt Avenue, Fort Worth, Texas 76106, to
provide adult education classes to serve the community;
2. Authorize waiver of fees for the use of the North Tri-Ethnic Community Center; and
3. Find that the waiver of such fees serves to carry out the public purpose of providing adult
education classes at a location within the Northside community as a part of Tarrant County College
District's community-based continuing education program in an effort to promote educational
advancement and that adequate controls are in place through the Neighborhood Services
Department to carry out such public purpose.
DISCUSSION:
For many residents of the City of Fort Worth (City), access to quality education within their community
is a challenge. Tarrant County College District (TCC) has requested that the City partner with it to
bring educational opportunities into the community as part of its mission to provide affordable and
open access to quality teaching and learning through a clearly defined set of programs, services and
partnerships, including the provision of adult education classes at convenient locations throughout the
City. These classes include, but are not limited to English as a Second Language (ESL), General
Education Development (GED), Citizenship and courses for aging adults.
This license Agreement between TCC and the City to use the North Tri-Ethnic Community Center to
offer adult education classes allows for affordable and open access to educational opportunities for
Northside community residents at a convenient location.
TCC has requested a waiver of the license fees in support of this public purpose which provides for a
more educated workforce through access to quality education within the community.
The following controls are in place to adequately ensure the public purpose use is carried out:
1. Neighborhood Services Department's internal facility reservation software and facility
reservation
policy and procedures will be used to monitor and track facility use; and
2. TCC will provide to the City a report detailing student enrollment, course completion and
other data documenting service to students living in the neighboring community at the end of each
semester.
http://apps.cfwnet.org/council_packet/mc—review.asp?ID=221 I O&councildate=4/19/2016 6/2/2016
W-C Review Page 2 of 2
City staff will use this information to evaluate whether the public is being served by partnering on this
endeavor with TCC and will regularly consider whether the waiver of license fees is adequately
supporting education within the community.
This program is located in COUNCIL DISTRICT 2.
This contract will be with a governmental entity, state agency or public institution of higher education:
(Tarrant County College District).
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that no significant impact to the City's Fiscal Year 2016 Budget will
occur upon approval.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
7 Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID I I Year Chartfield 2
Submitted for City Manager's Office bT. Jay Chapa (5804)
Originating Department Head: Steve Cooke (5134)
Additional Information Contact: Jean Petr(8367)
Mark Brown (5197)
ATTACHMENTS
Final 2950 Roosevelt Ave.pdf
http://apps.cfwnet.org/council_packet/mc—review.asp?ID=221 10&councildate=4/19/2016 6/2/2016