HomeMy WebLinkAboutContract 48455 CITY SECRETARY ,
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LICENSE AGREEMENT WITH DAY RESOURCE CENTER
FOR THE USE OF
1000 CALVERT STREET
This License Agreement Regarding the Use of 1000 Calvert Street
("Agreement") 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 Day Resource Center for the Homeless, Inc.
("DRC"), a Texas non-profit corporation acting by and through its duly authorized
President.
WHEREAS, City is the lessee of a building located at 1000 Calvert Street in Fort
I Worth, Texas 76107,formerly known as the Fort Worth Fire and Police Training Center,_
which building is now owned by Tarrant Regional Water District(the"District");
WHEREAS, City is committed to protecting the health, life safety, and dignity of
City residents who are homeless in cold weather conditions when community-based
emergency shelters have reached full capacity;
WHEREAS, the Cold Weather Overflow Emergency Shelter Plan is a part of the
City's overall Emergency Management Plan;
WHEREAS, City and DRC desire to enter into a License Agreement for the use of
1000 Calvert Street,which specifically allows DRC access to the former classroom training
building for the purpose of operating an overnight cold weather overflow emergency
shelter for people who are homeless.
NOW, THEREFORE, in consideration of the mutual covenant herein expressed,
the City and DRC do hereby agree as follows:
L PURPOSE
A. The purpose of this Agreement is to allow DRC to use the multi-use room and
adjacent restrooms of the former classroom training building located at 1000
Calvert, Fort Worth, Texas 76107 (the "Building") to operate an overnight cold
weather overflow emergency shelter for people who are homeless. The location of
the Building is more particularly described in Exhibit A, attached hereto and
incorporated herein.
2. OPERATING RIGHTS AND DUTIES.
A. Subject to and in accordance with the terms and conditions of this Agreement, City
hereby grants to DRC a license and non-exclusive right to operate in the Building.
DRC shall use the Building solely for the purposes of operating an overnight cold
weather overflow emergency shelter for people who are homeless in accordance
with the City's Cold Weather Overflow Emergency Shelter plan. City reserves the
Fort Worth Day Resource Center License Agreement -1000 Calvert
Page I of 13 OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
right to enter into and grant other and future licenses, leases, and other
authorizations for use of the Building to other persons and entities as the City deems
appropriate in accordance with applicable law; provided, however, that in granting
subsequent authorization for use, the City will not allow a use that will
unreasonably interfere with the DRC's use of the Building as provided herein.
B. The City shall provide DRC with at least two (2) weeks' notice of City programs
and other occasions that will require use or closure of any portion of the Building
and will prevent DRC from using those portions of the Building except for
unforeseen emergency situations.
C. DRC shall operate the overnight cold weather overflow emergency shelter for
people who are homeless under the ordinances, rules and regulations of the City of
Fort Worth and the Neighborhood Services Department and in strict accordance
with all of the terms and conditions provided for in this Agreement.
D. If for any reason, at any time during any term of this Agreement, the City Council
fails to appropriate funds sufficient for the City to fulfill its obligations under this
Agreement, the City may terminate this Agreement to be effective on the later of
(i) thirty (30) days following delivery by the City to DRC of written notice of the
City's intention to terminate or (ii) the last date for which funding has been
appropriated by the City Council for the purposes set forth in this Agreement.
3. TERM; TERMINATION
A. This Agreement governs DRC's use of the Building for an initial two- month
period, beginning on December 6, 2016, and expiring on February 5, 2017, unless
terminated earlier as provided herein. Upon written request to the City of Fort
Worth, two (2) additional thirty (3 0) day extensions may be authorized.
B. Each of the following events shall be deemed to be an"Event of Default" by DRC
under the Agreement:
(1)DRC fails to comply with any term, covenant, or provision of this Agreement;
(3) DRC fails to maintain all required insurance in accordance with Section 13 of
this Agreement;
(4)DRC attempts to assign this Agreement without the City's written consent;
(5)DRC shall do or knowingly permit to be done anything that creates a lien on the
Building.
(6)On the occurrence of any such Event(s)of Default,the City shall have the option
to pursue any one or more of the following remedies without any notice or
demand whatsoever: terminate this Agreement, in which event DRC shall
immediately surrender the Building to the City, and if DRC fails to do so, the City
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may, without prejudice to any other remedy that it may have for possession or
arrearages in rental, enter on and take possession of the Building and expel or
remove, by force if necessary, DRC and any other person who may be occupying
the Building or any part thereof, without being liable for prosecution or any claim
of damages thereof, and DRC agrees to pay to the City on demand the amount of
all loss and damage that the City may suffer by reason of such termination,whether
through inability to re-let the Building on satisfactory terms or otherwise;provided,
however, that the City shall make all reasonable efforts to re-let the Building and
DRC shall be entitled to dollar-per-dollar reduction in lost-rent damages for all
monies that the City receives or is entitled to from any replacement tenant.
(7) No pursuit of any remedy by City constitutes a forfeiture or waiver of any rent
due to City or of any damages accruing to City by reason of the violation of any of
the terms,provisions, and covenants herein contained.No act or thing done by City
or its officers, agents or employees during the term of this Agreement shall be
deemed a termination of the Agreement or an acceptance of the surrender of the
Building, and no agreement to terminate this Agreement or accept a surrender of
the Building shall be valid unless in writing signed by City. City's acceptance of
the payment of rental or other payments after the occurrence of an Event of Default
shall not be construed as waiver of such default, unless City notifies Licensee in
writing. Any act by City to enforce one or more of the remedies herein provided
upon an Event of Default shall not be deemed or construed to constitute a waiver
of such default or of City's right to enforce any such remedies with respect to such
default or subsequent default.
C. City may terminate this Agreement without cause by providing DRC with no less
than 30 days' written notice prior to the intended termination date.
D. Following expiration or termination of this Agreement, DRC shall promptly
remove all of its personal property;provided, however, DRC shall not be obligated
to remove any fixtures. DRC shall also repair any DRC-caused damage to the
Building, including, but not limited to, any damage that DRC causes during
removal of DRC's property, to the satisfaction of the City. Following removal of
all of DRC's personal property and repair of any damage, DRC shall relinquish
possession of the Building to City.
E. This Agreement is subject and subordinate to the Tract 22 Lease Agreement
(City Secretary Contract Number 42578) between City and Tarrant Regional
Water District, the owner of the Building ("Owner"), and the rights of the
Owner thereunder.
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4. RESPONSIBILITIES OF DRC
A. DRC may use the Building for the purposes and during the times authorized in
Section 2, subject to and in accordance with the terms and conditions of this
Agreement.
B. City shall not be responsible for loss or theft of DRC equipment.
C. DRC shall be solely responsible for maintaining and cleaning the assigned and used
areas of the Building. At a minimum, maintaining and cleaning shall include litter
control, sweeping, mopping, dusting, cleaning of commodes and urinals, and
cleaning of windows/glass. DRC shall not be responsible for maintaining or
cleaning the Building in connection with City activities or use.
D. DRC shall adhere to all policies,procedures, and program dates/deadlines set forth
by the City, including, but not limited to, all program and facility rules, and shall
assist City staff to ensure that all policies,procedures, and program dates/deadlines
are followed for any City program that DRC participates in.
E. DRC shall comply or ensure compliance with all federal, state, and local laws,
regulations, and ordinances related to its operations and with all applicable City
guidelines. If the City notifies DRC of any noncompliance,DRC shall immediately
correct the issue at its sole cost and expense.
G. Subject to wear and tear ordinary to a low-barrier facility serving people who are
homeless, DRC will pay the costs of repairing (to its condition immediately
preceding the occurrence of such damage or better) any damage which may be done
to the Building or any of the fixtures, furniture or furnishings by any act of DRC or
any of DRC'S employees, agents, officers, or anyone visiting the Building upon
the invitation of the DRC or purpose for which DRC hereby is licensing the
Building. The City shall determine, in its sole 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 Agreement, DRC is responsible. City
shall be the sole judge of the quality of the maintenance and/or damage of the
Building, furnishings, fixture or furniture by the DRC. The costs of repairing any
damage to the Building shall be immediately due and payable by the DRC upon
DRC's receipt of a written invoice from the City.
H. DRC shall take all reasonable actions to conserve the utilities and Supplies, as
hereinafter defined, that are provided to DRC by the City to assist the City in
effective cost control for the Building.
5. RESPONSIBILITIES OF CITY
A. The City shall provide DRC with use of the Building in accordance with the terms
of this Agreement.
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B. The City may execute a facility tour of the Building on a daily basis and complete
a facility inspection report and will submit its findings to DRC.
C. City shall be solely responsible for maintaining the grounds outside the Building
and repair of significant infrastructure as defined by the City (e.g., gymnasium
lights), provided that City shall perform maintenance and repair in its sole
discretion.
D. City shall pay for all utility costs during the term of this Agreement.
E. City shall provide certain supplies to DRC necessary for its use of the Building and
for the fulfillment of DRC's obligations under Section 4(C), including but not
limited to paper products for cleaning and personal hygiene, and cleaning supplies
("Supplies").
6. JOINT RESPONSIBILITIES OF THE CITY AND DRC
A. The City's Neighborhood Services Assistant Director shall serve as the primary
point of contact between DRC and the City for all issues relating to operation and
use of the Building and other City facilities (including, but not limited to,inquiries
regarding facility availability).
B. DRC and City employees shall not engage in conduct that could be determined to
be detrimental to the public trust. Such conduct shall include, but not be limited to,
public intoxication; fighting; criminal activity; illegal drug activity; discourteous
treatment of others; slandering or defaming public officials, appointees, or staff; or
any other conduct that could damage or harm the public's perception or trust of the
City and/or any of its officials, appointees, or staff.
7. CONSIDERATION
DRC shall pay the City a building license fee of$10.00 annually for the right to license the
Building. All payments shall be made payable to the "City of Fort Worth" and remitted to
the Neighborhood Services Department, ATTN: Directions Home, 1000 Throckmorton,
Fort Worth, Texas 76102.
8. NONDISCRIMINATION/EQUAL OPPORTUNITY
DRC, for itself, its personal representatives, successors in interest, and assigns, as part of
the consideration herein, agrees that no person shall be excluded from participation in or
denied the benefits of DRC's use of the Building on the basis of race, age, color, national
origin, ethnicity, religion, disability, gender, sexual orientation, familial status,
transgender, gender expression, gender identity, or any other protected class of people.
DRC further agrees for itself, its personal representatives, successors in interest, and
assigns that no person shall be excluded from the provision of any services on the Building
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on grounds of race, age, color,national origin, ethnicity,religion, disability, gender, sexual
orientation, familial status, transgender, gender expression, gender identity, or any other
protected class.
9. ASSIGNMENT
DRC may not assign, transfer, or otherwise convey to any other party any of DRC's rights
or obligations under this Agreement without the prior written consent of the City. Any
such attempted assignment without the City's consent shall be void and constitute a breach
of this Agreement subject to immediate termination in accordance with Section 3.
10. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that DRC shall operate hereunder as an independent
contractor in each and every respect and not as an agent,representative, or employee of the
City. DRC shall have the exclusive right relative to the terms of this Agreement and shall
be solely responsible for the acts and omissions of its officers, agents, servants,employees,
separate contractors, subcontractors, licensees, invitees, and program participants. DRC
acknowledges that the doctrine of respondeat superior will not apply as between the City
and DRC, its officers, agents, servants, employees, contractors, subcontractors, licensees,
invitees, and program participants. DRC further acknowledges and understands that
nothing in this Agreement will be construed as the creation of a partnership or joint
enterprise between the City and the DRC.
11. INDEMNITY AND LIABILITY
A. DRC AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY AND
HOLD HARMLESS THE CITY AND THE DISTRICT, AND THEIR
OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND
EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS,
LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY
DAMAGE OR LOSS (INCLUDING, BUT NOT LIMITED TO, ALLEGED
DAMAGE OR LOSS TO A BUSINESS AND ANY RESULTING LOST
PROFITS) AND/OR PERSONAL INJURY (INCLUDING, BUT NOT
LIMITED TO,DEATH)THAT MAY RELATE TO,ARISE OUT OF,OR BE
OCCASIONED BY: (i) DRC'S BREACH OF ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT OR(ii)ANY NEGLIGENT ACT OR
OMISSION OR INTENTIONAL MISCONDUCT OF DRC,ITS OFFICERS,
AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER
THAN THE CITY), SUBCONTRACTORS, LICENSEES, INVITEES, OR
PROGRAM PARTICIPANTS RELATED TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT OR THE PERFORMANCE OF
THIS AGREEMENT. THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING
FROM THE SOLE NEGLIGENCE OF THE CITY OR THE DISTRICT,
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OR THEIR OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE
CONTRACTORS. IN THE EVENT OF JOINT AND CONCURRENT
NEGLIGENCE OF BOTH DRC AND CITY OR THE DISTRICT,
RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED
COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS.
B. DRC covenants and agrees that City shall in no way or under any circumstances be
responsible for any property belonging to DRC, its members, employees, agents,
subcontractors, invitees, licensees, or trespassers, which may be stolen, destroyed,
or in any way damaged, and DRC HEREBY INDEMNIFIES AND HOLDS
HARMLESS CITY AND THE DISTRICT FROM AND AGAINST ANY
AND ALL SUCH CLAIMS. City does not guarantee police protection and will
not be liable for any loss or damage sustained by DRC, its members, employees,
agents, subcontractors, invitees, licensees, or trespassers on the Building.
C. It is further agreed that nothing in this Agreement shall constitute or be considered
a waiver by the City of Fort Worth of any defense of governmental immunity,
where applicable, or any other defense recognized by the Statutes and Court
decisions of this State.
D. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR
AGAINST THE CITY OR THE DISTRICT IN CONNECTION WITH ANY
SUCH LIABILITY OR CLAIM, DRC, ON NOTICE FROM CITY OR THE
DISTRICT, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT
DRC'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY
SATISFACTORY TO CITY OR THE DISTRICT.
E. Notwithstanding anything to the contrary,this Section shall survive the termination
or expiration of this Agreement.
12. INSURANCE
During the term of this Agreement, DRC shall maintain in full force and effect, at its own
cost and expense, the following minimum insurance coverage:
A. Commercial General Liability Insurance written on an occurrence basis with no
exclusion in policy, naming the City and the District as additional insureds, and
having the following minimum policy limits: $1,000,000.00 each occurrence,
$1,000,000.00 annual aggregate limit.
B. Automobile Liability Insurance with policy limits of$1,000,000.00 dollars each
accident,or reasonably equivalent split limits approved by the City's Risk Manager.
C. Workers Compensation — In the event the DRC hires paid employees, workers
compensation shall be required in accordance with this paragraph. Statutory
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Worker's Compensation Insurance in compliance with the requirements of state
law with policy endorsed to provide a waiver of subrogation as to City and the
District, and Employees' Liability Polic y of Insurance with coverage of not less
than$100,000.00 each accident, $500,000.00 disease-policy limit, and$100,000.00
disease — each employee. To the extent permitted by law and approved by the
City's Risk Management Division,DRC may arrange for alternative coverage such
as occupational accident insurance in lieu of statutory worker's compensation
insurance. DRC may not employ alternate insurance coverage unless the insurer,
limits, terms, and scope of coverage have been accepted in writing by the City's
Risk Management Division.
D. Additional Insurance Requirements Applicable to All Insurance Policies
1. The City of Fort Worth and Tarrant Regional Water District shall be made
additional insureds, by endorsement, on all of DRC's insurance policy or
policies except for automobile liability and Workers' Compensation
insurance.
2. All insurance policies shall be endorsed with a waiver of subrogation in
favor of the City and the District.
3. All insurers must be authorized to do business in the State of Texas or
otherwise be approved by the City's Risk Management Division and must
be acceptable to the City with respect to their financial strength and
solvency.
4. The deductible limit on any of the policies shall not exceed $10,000.00 per
occurrence or per accident unless approved in writing by the City.
5. Each DRC policy required under this Agreement must be endorsed to
provide that the City and the District_be given notice a minimum of thirty
(30) days prior to insurer action in the event of cancellation, non-renewal,
or material change on coverage.
6. DRC shall provide the City's Risk Management Division and the District's
Risk Manager, 804 E. Northside Drive, Fort Worth, Texas 76102, with
certificates of insurance documenting all required coverage with ten days of
initial execution of this Agreement and with updated certificates on or
before January 15th of each year that this Agreement remains in effect.
7. DRC shall ensure that the City and/or the District_is provided with a copy
of any and all required insurance policies on request.
8. In the event that DRC becomes aware of any damages sustained or claimed
to be sustained by a third party or of any incident occurring at the Building
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that may give rise to a claim against the City, DRC shall notify the
Homelessness Program Director as soon as possible.
9. All notices provided pursuant to this section shall be provided in accordance
with the notice requirements of this Agreement.
13. BUILDING CLOSURE
City may, in exercise of its reasonable discretion, close the Building to DRC due to
inclement weather or other unforeseen circumstances inclusive of Emergency Shelter use.
14. FORCE MAJEURE
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 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 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 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. DRC hereby waives any claims it may have
against the City for damages resulting from any such Force Majeure Event.
15. NOTICES
All notices required or permitted under this Agreement may be given to a partypersonally
or by United States First Class mail and addressed to such party at the address stated below
or to such other address as a party may specify in advance in writing. Any notice given by
mail shall be deemed to have been received on the date deposited in the United States mail
so addressed with postage prepaid:
CITY: DRC:
City of Fort Worth Day Resource Center for
c/o Lease Manager the Homeless
Property Management c/o Executive Director
1000 Throckmorton P.O. Box 0871
Fort Worth, TX 76102 Fort Worth, TX 76101
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16. SEVERABILITY, WAIVER AND SECTION HEADINGS
A. In the event any covenant, condition, or provision of this Agreement 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 herein contained, provided however, that the invalidity of any such
covenant, condition, or provision does not materially prejudice either DRC or City
in connection with the rights and obligations contained in the valid covenants,
conditions, or provisions of this Agreement.
B. The failure of City to insist on the performance of any term or provision of this
Agreement or to exercise any right herein conferred shall not be construed as a
waiver or relinquishment to any extent of City's ability to assert or rely on any such
term or right on any future occasion. The waiver by the City of any default or
breach of a term, covenant, or condition of this Agreement shall not be deemed to
be a waiver of any other breach of that term, covenant, or condition or of any other
term, covenant, or condition of this Agreement, regardless of when the breach
occurs.
C. The section headings contained herein are solely for convenience in reference and
are not intended to define or limit the scope of any provision of this Agreement.
17. ENTIRE UNDERSTANDING; MODIFICATION
A. This written instrument(including all attachments, schedules,and exhibits attached
hereto) constitutes the entire understanding of the parties concerning City's and
DRC's roles and obligations in regard to DRC's use of the Building. Any prior or
contemporaneous oral or written agreement that purports to vary from the terms
hereof shall be void.
B. Amendments to this Agreement or to any attachment, schedule, or exhibit attached
hereto may be proposed by either party and shall take effect on written approval by
both parties.
C. This Agreement shall be binding on and inure to the benefit of the parties hereto
and their respective heirs, executors, administrators, legal representatives,
successors, and properly authorized assigns.
18. CHOICE OF LAW; VENUE
A. This Agreement shall be governed by and construed in accordance with the laws of
the State of Texas.
B. If any action,whether real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement, venue for such action shall lie in state courts located
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in Tarrant County, Texas or the United States District Court for the Northern
District of Texas—Fort Worth Division.
19. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have had the opportunity to review
and revise this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any exhibits or attachments hereto.
20. CONTRACTING AUTHORITY
By executing this Agreement, DRC's agent affirms that he or she is authorized by DRC to
execute this Agreement and that all representations .made herein with regard to DRC's
identity, address, and legal status are true and correct. The City is fully entitled to rely on
this warranty and representation in entering into this Agreement.
21. AUDIT
DRC agrees that City will have the right to audit the financial and business records of DRC
that relate to this Agreement (collectively "Records") at any time during the any term of
this Agreement and for three (3) years thereafter in order to determine compliance with
this Agreement. Throughout the term of this Agreement and for three (3) years thereafter,
DRC shall make all Records available to City on 1000 Throckmorton Street, Fort Worth,
Texas or at another location in City acceptable to both parties following reasonable advance
notice by City and shall otherwise cooperate fully with City during any audit.
Notwithstanding anything to the contrary herein, this Section shall survive expiration or
earlier termination of this Agreement.
22. ACCEPTANCE OF BUILDING
DRC takes all portions of the Building and all appurtenances in"AS IS"condition without
any express or implied warranty on the part of the City or the District. DRC accepts the
Building in its present condition, finds it suitable for the purposes intended, and further
acknowledges that DRC is thoroughly familiar with such condition by reason of personal
inspection and does not rely on any representations by the City as to the condition of the
Building or its suitability for the purposes intended. DRC's taking possession of the
Building shall be conclusive evidence that: (a) the Building is suitable for the purposes
and uses for which same is licensed; and (b) the DRC waives any and all defects in and to
the Building and all the appurtenances thereto. Neither the City nor the District shall be
liable to the DRC, its agents, employees, contractors, subcontractors, invitees,
licensees, or guests for any damage to any person or property due to the acts or
omissions of the DRC, its agents, employees, contractors, or subcontractors.
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement and any
attaU ents and exh'bits in multiples in Fort Worth, Tarrant County, Texas, this the
day of , 2016.
CITY OF FORT WORTH
B
Y
Fernando Costa
Assistant City Manager
Approved as to Form and Legality:
4" 19m A&—
earn Guzman
Assistant City Attorney
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Attest:
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DAY RESOURCE CENTER FOR THE HOMELESS,INC.
ce Frankel
Executive Director
OFFICIAL RECORD
CITY SECRETARY
FT.WORM TX
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