HomeMy WebLinkAboutContract 49714 CITY SECRETARY
CONTRACT N0. 4q:l ILL
AGREEMENT BETWEEN THE CITY OF FORT WORTH AND THE FORT WORTH
VAQUEROS SOCCER ACADEMY FOR SYCAMORE PARK
THIS AGREEMENT ("Agreement") is made and entered into this day of
C , 2017, 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 the FORT WORTH VAQUEROS SOCCER ACADEMY("Vaqueros"), a Texas 5010
Nonprofit Corporation acting by and through its duly authorized representative (sometimes the City and
the Vaqueros are referred to herein individually as a"Party"and collectively as the"Parties").
WHEREAS, City owns Sycamore Park, which is located at 2525 East Rosedale Street in Fort
Worth, Texas, which is set forth in more detail in Exhibit A, which is attached hereto and incorporated
herein for all purposes("Park");
WHEREAS, the Park currently contains a four court tennis complex that was originally
constructed in 1915("Tennis Complex");
WHEREAS,the Tennis Complex,which is rarely,if ever,used,is currently in subpar condition;
WHEREAS, the City, through its Park and Recreation Department, seeks to encourage and
increase public participation in recreational opportunities offered at City facilities including soccer;
WHEREAS, to that end, the City plans to adaptively reuse the Tennis Complex by investing up
to $183,700.00 to repurpose it into a synthetic soccer field(approximately 55 yards x 35 yards);
WHEREAS, Vaqueros, which is a local amateur soccer team in the National Soccer League,
shares the City's desire to increase public participation in the sport of soccer;
WHEREAS, Vaqueros is heavily involved with the Fort Worth community and has a vision of a
free youth soccer academy in Fort Worth to serve the 7-12 year old age group;
WHEREAS, the purpose of the soccer academy is to teach young people of all backgrounds life-
enhancing values such as confidence, perseverance, and judgment through soccer and character
education;
WHEREAS, the Vaqueros desires to operate and manage the repurposed soccer facility to
provide soccer education and development programs to youth of all backgrounds and league play to
adults and youth;
WHEREAS, once the Parties execute this Agreement, the City will begin the process of
repurposing the Tennis Complex into a synthetic soccer field;
WHEREAS, after the City completes that process, Vaqueros will be responsible for managing
the soccer facility in accordance with the terms and conditions of this Agreement;and
NOW, THEREFORE, for and in consideration of the promises and the mutual covenants herein
contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,the City and Vaqueros hereby agree as follows:
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Agr ment Between the City of F rt Worth and the Fort Worth Vaqueros Soccer Academy Page l-'of o 1
USE OF PREMISES
1.1 City hereby grants to Vaqueros the right to operate and manage the area within the Park currently
designated as the Tennis Complex but which will become a synthetic soccer facility after the City finishes
the repurposing process outlined in the recitals ("Soccer Facility) for the purpose of managing a soccer
education and development program to provide young people of all backgrounds an opportunity to
develop life-enhancing values such as confidence, perseverance, and judgment through soccer and
character education and to promote recreational opportunities for both youth and adults available at the
Soccer Facility and other similar venues throughout the City. The location and boundary of the Soccer
Facility is set forth in Exhibit B, which is attached hereto and incorporated herein for all purposes.
1.2 The parties acknowledge and understand that the parking associated with the Park is intended to
serve the entire Park; therefore, all parking is on a first come, first served basis and shall not be reserved
specifically for use of the Soccer Facility, unless otherwise permitted by the Director of the City's Park
and Recreation Department or that person's authorized designee("Director")in writing.
2.
TERM
2.1 Primary Term. The Agreement shall be binding on the last date of execution by the parties and
effective beginning on the date that the City issues written confirmation to Vaqueros that construction of
the Soccer Facility is completed and ready for occupancy and shall remain in effect for a period of ten
(10) years thereafter, subject to early termination as provided herein ("Primary Term"). Vaqueros and
City shall execute a written memorandum evidencing the effective date as soon as such date is
established, in the form attached as Exhibit C, which is attached hereto and incorporated herein for all
purposes.
2.2 Renewal Terms. Unless previously terminated, the City and Vaqueros, by mutual written
consent, may elect to extend this Agreement for two (2) successive five-year periods (each a "Renewal
Term"). The parties shall make a good faith effort to notify each other of their intent to renew this
Agreement at least one year prior to the expiration of the then-current term. If the first Renewal Term is
not exercised, there shall be no second Renewal Term. City reserves the right to negotiate or renegotiate
any term of this Agreement prior to exercising any renewal.
2.3 As used in this Agreement, the terms "contract year," "year," and "annual" shall refer to each
individual year that this Agreement is in effect, beginning on the Effective Date. By way of example
only, if the Effective Date of this Agreement, as set forth in the effective date memorandum, is October 1,
then the terms "contract year," "year," and "annual" shall refer to a period beginning on October 1 and
ending on September 30 of the following calendar year.
3.
CONSIDERATION
3.1 Annual Payments. In consideration of the rights and privileges granted herein, Vaqueros shall
pay the City for the City's costs to repurpose the Tennis Complex into the Soccer Facility up to
$183,700.00, plus 3.5 percent interest, over the life of the Primary Term ("Fee"). The Fee to be paid by
the Vaqueros to the City shall include all of the City's costs associated with repurposing the Tennis
Complex into the Soccer Facility, including, but not limited to, removal of the existing tennis nets and
posts and installation of a drainage pad system, synthetic turf, new posts, chain link fence, access gate,
player benches,and scoreboard. Payment of the Fee shall be as follows:
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3.1.1 For the first contract year, Vaqueros shall pay the City Ten Thousand Dollars and No
Cents ($10,000.00),with such payment due and payable on or before the 180'x'calendar day after
the Effective Date.
3.1.2 For contract years two through ten, Vaqueros shall pay the City the remaining balance of
the Fee (inclusive of the first contract year payment) in equal installments. Because the total
costs to repurpose the Tennis Complex into the Soccer Facility have yet to be determined at the
execution of this Agreement, the parties agree to execute a written memorandum evidencing the
total Fee attributable to this Agreement and the annual Fee payment schedule for years two
through ten. The memorandum is attached as Exhibit C.
3.2 All payments due under this Agreement shall be made payable to the City of Fort Worth and
remitted to the office of the Director at the following address:
City of Fort Worth
c/o Director,Park and Recreation Department
4200 South Freeway, Suite 2200
Fort Worth,Texas 76107
3.3 Major Maintenance, Repairs and Replacements. Vaqueros also agrees to annually contribute
Fifteen Thousand Dollars and No Cents ($15,000.00) into a major maintenance, repair, and
replacement reserve fund in accordance with the terms herein("Maintenance Funds").
3.3.1 The purpose of the Maintenance Funds are to ensure the long-term viability and use of
the Soccer Facility through proper maintenance and upkeep so that the Soccer Facility remains
accessible to the general public for the Primary Term and each Renewal Term of this Agreement.
It is understood between the Parties that the use of the Maintenance Funds shall be for Major
Maintenance,Repairs, and Replacement to the Soccer Facility only.
3.3.2 For purposes of this Agreement, "Major Maintenance, Repairs, and Replacement" means
those maintenance,repairs, or replacements that are integral to the core functioning and operation
of the Soccer Facility and that occur either infrequently or that are scheduled on a non-routine
basis, which may include, without limitation, emergency repairs to protect the safety of the
intended users or the integrity of the intended use, replacement of the turf, vandalism, acts of
God, and the like. If there is a dispute at to what constitutes Major Maintenance, Repairs, and
Replacement under this Agreement,then the decision of the Director shall control.
3.3.3 Vaqueros agrees to deposit and maintain the Maintenance Funds in a separate account
that will not be commingled with any other Vaqueros funds or accounts. Vaqueros shall deposit
the Maintenance Funds into its designated account within thirty (30) calendar days after the
beginning of each contract year and provide proof of each such deposit to the Director. Any
interest earned on the Maintenance Funds shall be deemed to be Maintenance Funds and
dedicated to maintaining and repairing the Soccer Facility as set forth herein. The Maintenance
Funds shall remain in the Vaqueros designated account for the Primary Term and any Renewal
Term of this Agreement until such time as the Maintenance Funds are approved for expenditure
as set forth herein or upon expiration or early termination of this Agreement.
3.3.4 For so long as Maintenance Funds remain in Vaqueros' account, the Parties will work
cooperatively over the Primary Term and any Renewal Term to develop and update a priority list
of Major Maintenance, Repairs, and Replacements to be funded by the Maintenance Funds. To
the extent that any Major Maintenance, Repairs, or Replacements are necessary to the Soccer
Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 3 of 24
Facility, the Parties agree to execute a written memorandum of understanding setting forth,
among other key terms, the scope of repairs and proposed action plan. Any and all plans for
Major Maintenance, Repairs, or Replacements shall be subject to review and approval by the
Director prior to the commencement thereof. The Parties must execute the memorandum of
understanding before any Maintenance Funds can be expended.
4.
OPERATIONS AT THE SOCCER FACILITY
4.1 Generally.
4.1.1 Except as may be set forth otherwise in this Agreement, Vaqueros shall be responsible
for all aspects of managing, maintaining, and operating the Soccer Facility in accordance with the
terms of this Agreement.
4.1.2 Except as may be set forth otherwise in this Agreement, Vaqueros shall be responsible
for all personnel, management services, supplies, security, equipment, and any other services
required for the operation of the Soccer Facility and the payment thereof.
4.1.3 Vaqueros shall provide all seating in the form of bleachers for spectator viewing of the
Soccer Facility.
4.2 Security. Vaqueros shall provide all field monitors, security (both during and after operating
hours) and crowd control within and around the Soccer Facility, and any areas occupied or utilized by it
or its contractors. Vaqueros' duty to provide security, however, shall not in any way hinder, prevent, or
affect the City's police department or fire department from providing services and performing their
official duties.
4.3 Operating Hours. The Soccer Facility and all operations and services provided at or through the
Soccer Facility shall remain accessible for public use pursuant to the Vaqueros guidelines, which are
subject to review and approval by the Director. The hours of operation shall be established by the
Vaqueros and shall be commercially reasonable and consistent with good industry practices and standards
and compliant with all Legal Requirements. The hours of operation are subject to review and approval by
the Director.
4.4 Programming and Outreach
4.4.1 The Vaqueros agree that the primary use of the Soccer Facility will be to provide free,
youth soccer academies. The Vaqueros shall have the right to provide other recreation based
activities on the Soccer Facility, including, but not limited to, soccer league play for adults and
youth, as well as soccer camps.
4.4.2 Vaqueros shall provide a minimum of six (6) free soccer clinics during each year of the
Primary Term and any Renewal Term of this Agreement for the City's Youth Athletic Program
and youth at the City's community centers.
4.4.3 Vaqueros shall offer at least 80 hours per year of free open play to the general public.
4.4.4 Vaqueros shall have the right to charge rental or other fees for the Soccer Facility in
accordance with a written fee schedule to be approved by the Director, with the understanding
that the primary use of the Soccer Facility will be to provide free, youth soccer academies.
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Vaqueros shall provide the Director with at least 30 calendar days' written notice of any
requested fee changes, which shall be subject to review and written approval by the Director.
4.4.5 Vaqueros shall provide the Director with an annual programming plan, which shall be
subject to review and prior written approval of the Director, on or before the beginning of each
contract year. The programming plan shall detail the programs to be provided, cost of each
program, dates and times of all programs, fee schedule, available dates for the City's use, and
anything else required by the Director.
4.4.6 Vaqueros shall provide the Director with an annual written plan for performing
community outreach to enhance participation in the sport of soccer and drive attendance to the
Soccer Facility. The plan is subject to review and approval by the Director and may include
reaching out to the City's community centers and the Fort Worth Independent School District.
4.5 Scheduling at the Soccer Facility
4.5.1 Except may otherwise be agreed to herein, Vaqueros shall be responsible for booking,
scheduling, and managing all events and activities at the Soccer Facility.
4.5.2 Vaqueros shall keep and maintain scheduling records for its files. All such records will
be available for review by the City upon written request of the Director.
4.6 Use by the City of Fort Worth. Upon at least thirty (30) calendar days' written notice to the
Vaqueros and subject to prior scheduling, City shall have the right to reserve the use of all or part of the
Soccer Facility for a minimum of 80, but no more than 100, hours per calendar year at no charge and at
times and dates that do not interfere with the functions previously scheduled. The City's notice shall
describe the time, date, and purpose for such use. The City reserves the right to charge fees and retain all
revenue from any fees assessed and collected under this section.
4.7 Acknowledgement in Marketing
4.7.1 Vaqueros agrees to acknowledge the City of Fort Worth Park and Recreation for its
support in Vaqueros' marketing and promotion of the Soccer Facility, including, but not limited
to, print, television, radio, web-based, or other means the Vaqueros use to market and advertise
the Soccer Facility. City reserves the right to approve, in whole or in part, the form of such
acknowledgement that the Vaqueros proposes to include in any material.
4.7.2 The Vaqueros acknowledges that the Fort Worth City Council has adopted and
copyrighted as its logo "Molly"the longhorn steer, which may be used by the Vaqueros to carry
out is promotional and marketing obligations, provided that all such use must comply with all
City policies regarding authorized uses and approved colors and graphics as those policies exist
now or may exist in the future. The City shall provide the Vaqueros with a copy of the Molly
Logo Use Policy upon request.
(a) Vaqueros, its respective designees or assignees, shall not use any designated
marks, logo or copyrights of the City or sell, transfer, or give any original prints
or reproductions for circulation or publication for use by a third party. Nor shall
the Vaqueros use such logo in any manner that reflects unfavorably upon the
good name, goodwill, reputation, or image of the City. Vaqueros, its respective
designees or assignees, shall not use any designated marks or copyrights, in any
manner that would cause confusion in the public mind as to the permitted use for
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-I
which the Vaqueros has been granted such rights. None of the designated marks
or copyrights of the City shall be incorporated into a common graphic or be
associated with third party trade names or marks, except as agreed upon by the
City. Vaqueros, its respective designees or assignees, may not use any of the
designated marks or copyrights of the City or authorize such use on any World
Wide Web site or on any other on-line site, except as specifically approved by
the City.
4.8 Reports and Documents
4.8.1 Vaqueros shall provide quarterly attendance reports to the Director by the 45' calendar
day of each quarter detailing the previous quarter's activities. The quarters shall be based on the
City's fiscal year,which begins on October 1 and ends on September 30 of each year.
4.8.2 Vaqueros shall provide the Director with a copy of its rental procedures, operation
guidelines, and other rules and policies requested by the Director, all of which shall be subject to
prior written approval by the Director.
4.8.3 Vaqueros shall provide the City with a copy of the field maintenance procedures no later
than the beginning of each contract year.
4.8.4 City and Vaqueros agree that the overall condition and playability of the Soccer Facility,
the quality of service provided by the Vaqueros, and the condition of the fields thereon is of
primary importance to both parties. As this Agreement specifies the standards of performance
deemed necessary for proper maintenance and services, City and Vaqueros will develop a Soccer
Facility Evaluation Report to document the Vaqueros performance pursuant to those standards.
(a) The Soccer Facility Evaluation Report will be completed by the Director after a
bi-yearly inspection of the Soccer Facility by the Director. City shall make every
reasonable effort to conduct such inspections on a regular basis, and the
Vaqueros will be invited to participate in such inspection.
(b) The DireFtor reserves the right to modify, update, or amend the general content
and format of the Soccer Facility Evaluation Report forms in order to provide for
a suitable instrument for the documentation of Vaquero's performance.
4.9 Sponsorships
4.9.1 Vaqueros shall have the right to grant sponsorships for the Soccer Facility, provided that
the Director shall have the right to approve or reject any sponsors and any signage within the
Soccer Facility. Any such arrangement shall be of a first class quality, tasteful, attractive, and
suitable for facilities catering to families, children, and youth patrons; (b) be on commercially
reasonable terms and consistent with industry practice; and (c) comply with all Legal
Requirements and all City policies, rules, and contracts. Sponsorships involving the Soccer
Facility shall not promote, advertise, or relate to alcohol or tobacco products or companies or be
of a non-commercial or cause-oriented nature (e.g., political advertisement). Vaqueros shall be
permitted to retain the revenue for all sponsorships. Vaqueros shall provide the City with copies
of any sponsorship agreements it enters into with third parties. In the event of expiration or early
termination of this Agreement, the City shall not be liable or responsible, in any way, for any
contracts entered into for sponsorships or advertisements of any kind.
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4.10 Concession Services.
4.10.1 The City currently has an agreement with Ft. Worth Park and Recreation Sports Advisory
Council ("SAC"), granting the SAC the non-exclusive right to provide concession services and
items (including, without limitation, the direct sale of food, beverages, and merchandise, and
other items approved by the Director) at sports complexes within Sycamore Park, the same being
Fort Worth City Secretary Contract Number 46940 ("Concession Contract"). Vaqueros
acknowledges that it has read and understands the Concession Contract and agrees to abide by it
to the extent that the Concession Contract applies to the concession services to be performed by
the SAC hereunder.
4.10.2 To the extent that Vaqueros desires to provide concession services and items at the
Soccer Facility or in connection with any of its rights and privileges granted herein during the
Primary Term or any Renewal Term, then Vaqueros shall coordinate with both the Director and
SAC on the delivery of such services and items. After consultation with both Vaqueros and SAC,
the Director will determine, on a case-by-case basis and in his/her sole discretion, whether the
SAC, Vaqueros, or both will be responsible for providing the applicable concession services and
items.
4.11 Portable Restrooms. The City will provide two port-a-lets for the patrons of the Soccer Facility
and maintain the same in accordance with its regular maintenance procedures.
4.12 Trash Pickup. The City will remove or ensure removal of all trash and refuse from City-owned
trash containers per its regular trash schedule.
4.13 Lighting
4.13.1 The City will maintain the lighting system at the Soccer Facility and pay all applicable
utility bills associated with the lighting.
4.13.2 The City will provide a secure on/off switch for the Soccer Facility lighting system.
4.14 Utilities
4.14.1 City will pay those electric utility costs that are necessary and proper for the operation of
the Soccer Facility. Vaqueros understand and acknowledges that the Soccer Facility will not
have running water and the City is under no obligation to provide water lines to serve the Soccer
Facility or any other utility not specifically referenced herein.
4.14.2 If Vaqueros desire to place any additional permanent utility improvements on the Soccer
Facility or Park beyond that which are provided on the Effective Date,then Vaqueros must obtain
prior written approval from the Director. Any additional permanent utility improvements shall
become the property of City but shall be subject to the Vaqueros' use hereunder. If Vaqueros
elects to draw additional electricity and other utilities on the Soccer Facility or obtain additional
separate utility service from any utility company that provides such service, Vaqueros does so at
its sole cost, risk, and expense. If Vaqueros chooses to draw additional electricity or other
utilities, Vaqueros shall arrange for the installation of a separate meter as well as a separate main
breaker for electrical service. The City shall have the right to approve the exact location of the
proposed utility routes and the manner of installation.
5,
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DUTIES OF PARTIES WITH RESPECT TO PREMISES
5.1 Duty to Communicate
5.1.1 In the event that any incident should occur involving an accident, altercation, or other
incident of note related to the management and operation of the Soccer Facility, the Vaqueros
shall notify the Director as soon as reasonably possible,but under no circumstances any later than
twelve (12) hours after the incident. Notice of the incident will include a brief summary of the
same.
5.1.2 In addition, Vaqueros shall make a concerted effort to keep City reasonably apprised of
any issue, development, or anticipated event that Vaqueros believes, in exercise of its reasonably
prudent judgment, might have an adverse impact on the City or otherwise be of interest or
importance.
5.2 Duty to Maintain
5.2.1 In addition to the Major Maintenance,Repairs,and Replacements set forth in Section 3.3,
the Vaqueros shall, at its sole cost and expense, keep and maintain the Soccer Facility in a
structurally safe and sound condition and in good maintenance and repair at all times throughout
the Primary Term of this Agreement and any Renewal Term, including, without limitation, the
day-to-day maintenance. On or before the beginning of each contract year,Vaqueros shall submit
to the Director a written plan detailing its plan for maintaining the Soccer Facility for the
upcoming contract year, which plan shall be subject to approval by the Director. The City shall
not be responsible for maintenance of the Soccer Facility or for the clearing or removal of trees,
shrubs, plants, ice, snow, or debris from the Soccer Facility. The City will be responsible for
maintaining the grounds of the Park outside of the fenced perimeter of the Soccer Facility.
5.2.2 With the prior written approval of the Director, which shall not be unreasonably be
withheld, the Vaqueros may, at its sole expense, install the following signs: (i) one sign on the
entrance marquee to the Park indicating the presence of the Vaqueros' program, such sign to be
no more than twenty-five percent (25%) of the Park's main entrance marquee, and (ii) a
reasonable number of signs on the Soccer Facility indicating the name of the facility and
conveying programmatic and directional information. All signs must be installed and maintained
in accordance with all applicable laws and must be designed to match or complement other signs
at the Park with respect to size, color, location, and manner of display. The Vaqueros shall, at its
sole cost and expense,maintain its signs in a safe, sightly, and physically good condition.
5.3 Duty to Repair
5.3.1 In addition to the Major Maintenance, Repairs, and Replacement set forth in Section 3.3,
the Vaqueros shall promptly repair, at its sole expense, any material damage to the Soccer
Facility or Park (including, but not limited to, any damage to fixtures, structures, or the natural
environment) caused in whole or in part by any act or omission of the Vaqueros or any of its
employees, agents, officers, separate contractors, subcontractor, or anyone visiting the Soccer
Facility, including,but not limited to, Vaqueros' youth and adult soccer program participants and
their guardians. City shall promptly repair any damage caused to the Soccer Facility by the act or
omission of the City, its agents, employees, separate contractors, or subcontractors.
5.3.2 City shall determine, in its reasonable judgment, whether any damage has been done, the
amount of the damage, the reasonable costs of repairing the damage, and whether, under the
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terms of the Agreement, the Vaqueros is responsible and to what extent the Vaqueros'
responsibility extends. In the event Vaqueros do not promptly repair said damage, City shall
provide Vaqueros with an invoice reasonably detailing the alleged damage and costs to repair
such damage. Vaqueros shall pay the invoice within thirty(30) calendar days after being sent by
City,unless otherwise agreed to by the parties.
5.4 Duty to Protect. Vaqueros shall not cause or knowingly permit another person to cause any
damage to the Soccer Facility or Park. Vaqueros shall be solely responsible for any damage that may
occur as a result of Vaqueros' action or inaction (where there is a duty to act) or the actions or inactions
(where there is a duty to act)of another person acting on behalf of or on permission of the Vaqueros.
5.5 Protection Against Nuisance. Vaqueros shall not permit the existence of any nuisance on the
Soccer Facility and shall keep the Soccer Facility in a clean and safe condition and free of any explosive,
flammable, or combustible material that would increase the risk of fire. Vaqueros shall not permit the
accumulation of junk,debris, or other unsightly materials on or near the Soccer Facility.
6.
ACCEPTANCE OF PREMISES
6.1 Vaqueros takes all portions of the Soccer Facility, Park, and all appurtenances in "AS IS"
condition without any express or implied warranty on the part of the City. Vaqueros accepts the Soccer
Facility and Park in their present conditions, finds them suitable for the purposes intended, and further
acknowledges that it is thoroughly familiar with such conditions by reason of a personal inspection and
does not rely on any representations by the City as to the conditions of the Soccer Facility and Park or
their suitability for the purposes intended. The Vaqueros accepts the Soccer Facility and Park subject to
any and all previously recorded easements that may have been granted on, along, over, under, or across
said property, and releases the City from any and all damages, claims for damages, loss, or liabilities that
may be caused to invitees, licensees, or trespassers by reason of the exercise of such rights or privileges
granted in said easements. Vaqueros' taking possession of the Soccer Facility shall be conclusive
evidence that: (i) the Soccer Facility and Park are suitable for the purposes and uses for which same are
used; and (ii) the Vaqueros waives any and all defects in and to the Soccer Facility and Park and all
appurtenances thereto. The City shall not be liable to the Vaqueros, its agents, employees,
contractors, subcontractors, invitees. licensees, volunteers, or guests for any damage to any person
or property on the Soccer Facility or Park due to the acts or omissions of Vaqueros, its agents,
employees, contractors, subcontractors, volunteers, or program participants except to the extent
such damage is caused by the sole negligence or willful misconduct of City or its agents, employees,
separate contractors or subcontractors.
7.
RESERVATION OF RIGHTS BY CITY
7.1 Vaqueros understands and agrees that the City shall continue to own the Soccer Facility and the
Park in fee simple and shall retain all rights associated with the Soccer Facility and Park not specifically
granted under this Agreement. The City reserves to itself, its agents, assigns, and employees the right to
enter the Soccer Facility at any time for the purpose of consulting with the Vaqueros; making inspection
of the Soccer Facility; maintaining and making repairs and improvements to City-owned property; and
developing oil, gas or other mineral resources; provided, however, that City will provide reasonable
advance written notice to the Vaqueros on any occasion where City desires to enter the Soccer Facility at
a time other than the Soccer Facility's regular operating hours. In addition, the City does not relinquish
the right to control the management of the Soccer Facility as a public park or the right to enforce all
necessary and proper rules for the management and operation of the same. Members of the City's police,
Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 9 of 24
fire, parks, code enforcement, health, and other designated departments shall have the right at any time to
enter any portion of the Soccer Facility and Park(without causing or constituting a termination of the use
or an interference of the use of the Soccer Facility by the Vaqueros) for the purpose of inspecting the
Soccer Facility, maintaining City-owned property located thereon, and performing any and all activities
necessary for the proper conduct and operation of public property,provided, however, that this right shall
not authorize or empower City to direct the activities of the Vaqueros or cause the City to assume liability
for Vaqueros' activities. The Vaqueros shall be responsible for ensuring that the City has, at all
times, keys with which to unlock all doors and gates on the Soccer Facility, and Vaqueros will not
change or alter any lock thereon without notifying the City in advance of the same and providing
the City with the new keys.
8.
NO WASTE OR UNDUE BURDEN
8.1 Vaqueros covenants and agrees that it will not make or suffer any waste of the Soccer Facility or
Park or any part thereof and shall materially comply with all federal, state, and local laws, regulations,
and ordinances that are applicable to the Soccer Facility.
8.2 Vaqueros' operations and actions under this Agreement shall be accomplished so as not to place
an undue burden on the present or future use of the Park by the City or the public. If the Director
determines, in that person's sole discretion, that the Vaqueros' use places an undue burden on any portion
of Park, the Vaqueros shall, at its sole cost and expense, take all actions reasonably determined by the
City to be in the public interest to remove or alleviate the burden. The City acknowledges and agrees that
Vaqueros' reasonable actions in connection with the use of the Soccer Facility in accordance with the
terms of this Agreement shall not be deemed an undue burden for purposes of this paragraph.
9.
THIRD PARTY CONTRACTORS
9.1 Subject to the terms of this Agreement, Vaqueros may authorize third party contractors to
undertake all or any portion of the maintenance and upkeep of the Soccer Facility, including, without
limitation, Major Maintenance,Repairs, and Replacements(a"Third Party Contractor") provided that the
Vaqueros 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: (1) a provision in a form
acceptable to the City pursuant to which the contractor and any subcontractors involved with the work
agrees 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 acts or omissions of the Third Party Contractor,
any subcontractors, and Vaqueros, and their officers, agents, servants and employees; (2) for
construction related projects, if required per Section 2253.021 of the Texas Government Code, the Third
Party Contractor shall provide Vaqueros with a bond or bonds, which Vaqueros 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; (3)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; (4) 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; (5) terminate upon
termination of this Agreement; and(6) the provisions referred to in this Agreement 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."
Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 10 of 24
9.2 IF VAQUEROS ENTERS INTO ANY THIRD PARTY CONTRACT TO CARRY OUT
ANY OBLIGATIONS UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS
OPERATION AND MANAGEMENT OF THE SOCCER FACILITY,THAT DO NOT CONTAIN
ALL OF THE REQUIRED 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
OR PERSONAL INJURY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, 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 VAQUEROS, AT
VAQUEROS' 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 AGREEMENT.
9.3 City shall be entitled to review the Third Party Contracts for compliance with the requirements of
this section.
10.
OTHER IMPROVEMENTS
10.1 No building or other permanent improvement may be constructed on the Soccer Facility or Park
by Vaqueros absent a duly authorized written amendment to this Agreement signed by both parties.
11.
LIABILITY AND INDEMNIFICATION
11.1 CITY SHALL NOT BE LIABLE FOR, AND IS HEREBY RELEASED FROM, ANY
LOSS, DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR
PROPERTY ARISING FROM VAQUEROS' USE OF THE SOCCER FACILITY OR PARK, OR
CAUSED BY ANY DEFECT IN ANY BUILDING, STRUCTURE, IMPROVEMENT, OR
EQUIPMENT IN THE SOCCER FACILITY OR PARK, OR CAUSED BY OR ARISING PROM
ANY ACT OR OMISSION OF VAQUEROS, OR OF ANY OF ITS OFFICERS,
REPRESENTATIVES, AGENTS, EMPLOYEES, LICENSEES, INVITEES, VOLUNTEERS,
PROGRAM PARTICIPANTS, OR CONTRACTORS, OR BY OR FROM ANY ACCIDENT,
FIRE, OR OTHER CASUALTY IN THE SOCCER FACILITY OR BROUGHT ABOUT BY
VAQUEROS' FAILURE TO MAINTAIN THE SOCCER FACILITY AND PREMISES IN A
SAFE CONDITION. CITY SHALL HAVE NO RESPONSIBILITY WHATSOEVER, AND
VAQUEROS SHALL MAKE NO CLAIM AGAINST THE CITY WITH RESPECT TO SUCH
MATTERS.
11.2 VAQUEROS AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY, AND HOLD
HARMLESS THE CITY, ITS 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 BUSINESS AND ANY RESULTING LOST PROFITS) AND
Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 11 of 24
PERSONAL INJURY (INCLUDING, BUT NOT LIMITED TO, DEATH) THAT MAY RELATE
TO, ARISE OUT OF, OR BE OCCASIONED BY (i) VAQUEROS' BREACH OF ANY OF THE
TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY ACT OR OMISSION OF
VAQUEROS, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, SEPARATE,
INVITEES, VOLUNTEERS, PROGRAM PARTICIPANTS, CONTRACTORS, OR
SUBCONTRACTORS, RELATED TO THE MANAGEMENT OR OPERATION OF THE
SOCCER FACILITY AND PREMISES 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, ITS OFFICERS,
AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS. IN THE EVENT OF JOINT AND
CONCURRENT LIABILITY OF BOTH VAQUEROS AND CITY, RESPONSIBILITY, IF ANY,
SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF
ANY IMMUNITY OR DEFENSE THE CITY MAY BE ENTITLED TO CLAIM UNDER TEXAS
OR OTHER APPLICABLE LAW.
11.3 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.
11.4 IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE
CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, VAQUEROS, ON
NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING,AT VAQUEROS'
EXPENSE,BY OR THROUGH ATTORNEYS SATISFACTORY TO CITY.
11.5 Vaqueros agrees to notify City promptly upon the receipt of any claim or lawsuit brought in
connection with any injury, death, or damages on the Center. Vaqueros agrees to make its officers,
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.
Vaqueros shall place language in its contract with contractors that contractors shall notify City as required
by Agreement in this subsection.
11.6 Notwithstanding anything to the contrary herein,this Section shall survive expiration or earlier
termination of this Agreement.
12.
INSURANCE
12.1 During the term of this Agreement, Vaqueros shall procure and maintain at all times, in full force
and effect, a policy or policies of insurance that provide the specific coverages set forth in this section as
well as any and all other public risks related to Vaqueros' performance of its obligations under this
Agreement. Vaqueros shall specifically obtain the following types of insurance at the following limits:
12.1.1 Workers' Compensation Insurance. Vaqueros shall maintain, and shall require any
and all subcontractors to maintain, workers' compensation insurance in the minimum statutory
amounts for all "employees"of Vaqueros or any subcontractor employed at the Soccer Facility or
Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 12 of 24
the Park. Employer's liability shall be maintained at the following limits:
(a) $1,000,000.00 each accident/occurrence
(b) $1,000,000.00 disease per each employee
(c) $1,000,000.00 disease policy limit
12.1.2 Commercial General Liability Insurance. Vaqueros shall maintain commercial
general liability insurance with no exclusions in the policy in at least the minimum amount of:
(a) $1,000,000.00 per occurrence
(b) $2,000,000.00 annual aggregate limit
12.1.3 Automobile Liability Insurance. Vaqueros shall maintain automobile liability
insurance in at least the minimum amount of.
(a) $1,000,000.00 on a combined single limit
Or
(b) $250,000.00 property damage per occurrence
and
(c) $500,000.00 bodily injury per person per occurrence
(d) A commercial business policy shall provide coverage on "Any Auto," defined as
autos owned, hired,and non-owned.
12.1.4 Commercial Property Insurance. Vaqueros shall maintain commercial property
insurance covering the Soccer Facility itself in at least the minimum amount of:
i. $250,000.00 per occurrence
12.2 Requirements Applicable to all Insurance
12.2.1 The City, its officers, employees, representatives, agents, and servants shall be
endorsed as an additional insured on all insurance policies with the exception of
workers' compensation.
12.2.2 Certificates of insurance shall be delivered to the Risk Management Division, 200
Texas Street, Fort Worth, Texas 76102, with a copy to the City of Fort Worth, Park
and Recreation Department,4200 S.Freeway,Fort Worth, Texas 76115.
12.2.3 Each insurance policy shall be endorsed to provide the City a minimum thirty
calendar (30) days' notice of cancellation, non-renewal, or material change in policy
terms or coverage, provided, however, that ten (10) business days' notice shall be
acceptable for cancellation due to non-payment of premium.
12.2.4 Insurers must be authorized to do business in the State of Texas and have a current
A.M. Best rating of A: VII or equivalent measure of financial strength and solvency.
12.2.5 Deductible limits or self-funded retention limits on each policy may not exceed
$10,000.00 per occurrence unless otherwise approved by the City's Risk Manager or
that individual's designee("Risk Manager").
12.2.6 In lieu of traditional insurance, City may consider alternative coverage or risk
treatment measures through insurance pools or risk retention groups for all required
insurance coverages other than workers' compensation. Any alternative coverage
must be approved in writing by the Risk Manager.
12.2.7 Workers' compensation insurance policies covering employees at the Soccer Facility
and Park shall be endorsed with a waiver of subrogation providing rights of recovery
Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 13 of 24
in favor of the City.
12.2.8 City shall not be responsible for the payment of the premium costs for any insurance
that the Vaqueros is required to obtain under this Agreement.
12.2.9 Each insurance policy required under this Agreement shall be endorsed to provide
that such insurance is primary protection and that any self-funded or commercial
coverage maintained by City shall not be called on to contribute to loss recovery.
12.2.10 Upon request of City, Vaqueros shall ensure that City is provided with complete
copies of all insurance policies required under this Agreement.
12.2.11 Unless otherwise stated, all required insurance shall be written on an "occurrence
basis." If coverage is underwritten on a "claims made" basis, the retroactive date
shall be coincident with or prior to the date of this Agreement, and the certificate of
insurance shall state that the coverage is "claims made" and indicate the retroactive
date.
12.2.12 Vaqueros liability shall not be limited to the specified amounts of insurance required
herein.
12.2.13 Any failure on part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirements specified herein.
12.3 Vaqueros shall be responsible for any contents of the Soccer Facility not owned by the City and
for obtaining and paying for any insurance coverage therefor.
12.4 Without limiting any other liability of Vaqueros, Vaqueros shall be responsible for any and all
acts or omissions of Vaqueros, its agents,employees,contractors,and subcontractors.
12.5 Throughout the Primary Term of this Agreement and any Renewal Term,Vaqueros shall report to
the Risk Manager and the Director in a timely manner any loss occurrence that could give rise to a
liability claim or lawsuit or that could result in a property loss.
13.
ASSIGNMENT AND LIENS
13.1 Vaqueros may not sell, assign, or otherwise transfer any of its 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.
13.2 Unless expressly permitted under this Section, the Vaqueros shall not do any act or make any
contract that may be purported to create or be the creation of any lien on or any interest in the Soccer
Facility or Park. Any act, contract, or lien attempted to be created in violation of this Section shall be
void. Should any unauthorized purported lien on the Soccer Facility or Park be created or filed,Vaqueros
shall, at its sole expense, liquidate and discharge same within ten (10) calendar days after notice from
City to do so. In the event an unauthorized purported lien cannot be liquidated within ten (10) calendar
days after notice from City,Vaqueros shall initiate proceedings to liquidate and discharge the same within
the ten (10) calendar day period and shall zealously purse such proceedings to ensure liquidation and
discharge within reasonable proximity to such deadline.
14.
THIRD PARTIES
14.1 Nothing in this Agreement shall be construed in any manner to create a cause of action for the
Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 14 of 24
benefit of any person not a party to this Agreement or to create any rights not otherwise existing at law for
the benefit of any person not a party to this Agreement. Nothing in this Agreement shall be deemed to
constitute a waiver of any immunity or affirmative defense that may be asserted by the Vaqueros or the
City as to claims of any third party.
15.
DISCRIMINATION
15.1 In the performance of this Agreement and the operation of the Soccer Facility,Vaqueros shall not
discriminate on the basis of race, color, creed, religion, gender, age, military status, handicapped status,
disability, sexual orientation, national origin, or any other legally protected class of people. In addition,
Vaqueros shall comply with all local, state, and federal laws, rules, and regulations pertaining to non-
discrimination and equal opportunity in the areas of employment, subcontracting, and use of public
facilities.
16.
COMPLIANCE WITH LAWS AND REGULATIONS
16.1 In operating under this Agreement, Vaqueros agrees to materially comply with all applicable
federal, state, and local laws, regulations, and ordinances, including all City ordinances, charter
provisions, and rules, regulations, and requirements of the City's Police, Fire, and Code Compliance
("Legal Requirements").
16.2 Vaqueros shall materially comply with all Park and Recreation Department regulations, policies,
and specific requirements for the soccer program and shall coordinate with City staff with regard to use of
the Soccer Facility.
16.3 Vaqueros will not knowingly do or suffer to be done anything on the Soccer Facility during the
terms of this Agreement in violation of the laws, statutes, ordinances, rules, regulations, charter
provisions, directives or requirements referenced in this Agreement. If the City calls the attention of
Vaqueros to any such violation on the part of Vaqueros or any person employed by or admitted to Soccer
Facility by Vaqueros, Vaqueros will immediately (or otherwise as soon as reasonably possible) desist
from and correct such violation or vacate the Soccer Facility.
17.
TAXES
17.1 Vaqueros acknowledges and agrees that it shall be solely responsible for paying all taxes assessed
or imposed by any governmental entity in connection with its obligations under this Agreement.
18.
FISCAL FUNDING
18.1 As to the City's performance of the obligations in this Agreement, the Vaqueros acknowledges
and agrees that the City is a governmental entity, and because of statutory, constitutional, and City
Charter provisions, the City cannot commit to the funding of its obligations described herein beyond each
fiscal year. Therefore, any funding obligations of the City described herein are subject to and conditioned
upon the City Council of the City of Fort Worth appropriating for each fiscal year sufficient funds to
satisfy such obligations
18.2 If, for any reason, at any time during any term of this Agreement, the City Council fails to
Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 15 of 24
appropriate funds sufficient for the City to fulfill all or part of its obligations under this Agreement or
undertakes to sell or lease all or part of Park,the Parties shall negotiate in good faith in an effort to amend
this Agreement and provide for continued use of the Premises by the Vaqueros without any expense to the
City. If the Parties are unable to agree on terms of such an amendment, the City may terminate this
Agreement("Funding_Termination")to be effective on the later of. (i)thirty(30)days following delivery
by the City to Vaqueros 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.
19.
EXPIRATION AND TERMINATION
19.1 Termination Without Cause. This Agreement may be terminated by either Party, with or
without cause, by providing the other Party with no less than six months' written notice prior to the
intended termination date.
19.2 Termination For Cause. Either Party may terminate this Agreement immediately by providing
written notice to the other Party in the event of. (i) either Party becoming subject to a bankruptcy
proceedings;being adjudicated insolvent; failing to pay its debts generally as they become due; or seeking
or acquiescing to appointment of any trustee, receiver, master, custodian, or liquidator; or (ii) failure by
the other Party to perform any covenant, condition, or term of this Agreement and such defaulting Party
fails to diligently pursue a cure thereof to its completion after thirty (30) calendar days' written notice
specifying such failure of performance or default. The Party terminating this Agreement for cause shall
also be free to pursue any and all other legally available remedies against the other Party.
19.3 Surrender. Vaqueros shall peaceably and immediately give up and surrender the Premises and
every part thereof to the City at the expiration or termination of this Agreement.
19.4 Duties Following Termination or Expiration. Prior to the effective date of expiration or
termination of this Agreement,Vaqueros shall promptly remove any and all property owned by Vaqueros,
including, but not limited to, personal property and advertisements. Vaqueros shall also repair, replace,
and restore any Vaqueros-caused damage to the Soccer Facility, including,but not limited to,any damage
that Vaqueros causes during removal of Vaqueros' property, to the full and complete satisfaction of the
Director. If Vaqueros fails to remove all of its property in a timely manner or otherwise complete all of
its obligations hereunder,then the Director may, in its reasonable discretion, authorize limited access for a
period to be determined by the Director. Vaqueros' use of the Soccer Facility under limited access in
accordance herewith shall not invoke any additional extended period beyond that which already exists at
the time that limited access is granted.
19.5 Failure to Comply with Post-Termination Duties. If Vaqueros fails to remove all or any part
of the Vaqueros' property or to reasonably repair the Premises or Park as required hereunder, the City
may, at its sole election, (i) remove the Vaqueros property and otherwise repair the Soccer Facility and
Park and invoice the Vaqueros for the City's reasonable and actual costs and expenses incurred, such
invoice to be due and payable within thirty(30) calendar days after being sent by City; or(ii) following
no less than thirty (30) days prior written notice to Vaqueros, take and hold any Vaqueros property as
City's sole property; or(iii)pursue any remedy at law or in equity available to the City. If Vaqueros fails
to surrender the Soccer Facility to the City following termination or expiration, all liabilities and
obligations of Vaqueros hereunder shall continue in effect until the Soccer Facility is surrendered.
19.6 Duties and Obligations to Survive Termination or Expiration. No termination or expiration
shall release Vaqueros from any liability or obligation resulting from any event happening prior to the
completion of all post-termination duties or, if later, the date on which the City exercises the last of its
Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 16 of 24
available remedies for Vaqueros' failure to meet its post-termination duties.
19.7 Remedies. Any termination of this Agreement as provided in this Agreement will not relieve
Vaqueros from paying any sum or sums due and payable to City under this Agreement at the time of
termination that remains unpaid, or any claim for damages then or previously accruing against Vaqueros
under this Agreement. Any such termination will not prevent City from enforcing the payment of any
such sum or sums or claim for damages by any remedy provided for by law, or from recovering damages
from Vaqueros for any default under the Agreement. All City's rights, options, and remedies under this
Agreement will be construed to be cumulative, and not one of them is exclusive of the other. City may
pursue any or all such remedies or any other remedy or relief provided by law, whether or not stated in
this Agreement.
19.8 Maintenance Funds. Vaqueros shall have the right to retain all unexpended or unencumbered
Maintenance Funds upon the expiration or early termination of this Agreement.
20.
RIGHT TO AUDIT
20.1 Vaqueros shall keep complete and accurate records, books, and accounts according to customary
and accepted business practices. Vaqueros agrees that the City or its representatives shall, until the
expiration of three (3) years after expiration of this Agreement, have access to and the right to examine
and photocopy financial records and supporting documentation directly related to the Vaqueros' use of
the Premises. Vaqueros agrees that the City shall have reasonable access during normal working hours to
all necessary Vaqueros facilities and shall be provided reasonably adequate and appropriate workspace in
order to conduct audits in compliance with the provisions of this section. The City shall give Vaqueros
reasonable advance notice of intended audits.
20.2 Vaqueros further agrees to include in any subcontractor agreements hereunder, including but not
limited to, design and construction contracts, a provision to the effect that the subcontractor agrees that
the City shall (i), until the expiration of three (3) years after expiration or termination of the subcontract,
have access to and the right to examine and photocopy any directly pertinent books, documents, papers,
and records of such subcontractor involving transactions to the subcontract, and (ii) have reasonable
access during normal working hours to all subcontractor facilities and be provided reasonably adequate
and appropriate work space in order to conduct audits in compliance with the provisions of this Section.
The City shall give subcontractor(s)reasonable advance notice of intended audits.
20.3 Notwithstanding anything to the contrary herein, this Section shall survive expiration or earlier
termination of this Agreement.
21.
NOTICES
21.1 All notices required or permitted under this Agreement may be given to a Party personally, by
facsimile, or by mail, 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 received
when deposited in the United States mail so addressed with correct postage prepaid:
CITY: VAQUEROS:
Director Mark Snell
Park and Recreation Department Fort Worth Vaqueros Soccer Academy
4200 South Freeway, Suite 2200 2570 Via Nice#635
Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 17 of 24
Fort Worth,Texas 76115 Fort Worth,Texas 76109
WITH COPY TO:
City Attorney
200 Texas Street
Fort Worth,Texas 76102
Either Party may change its address for the purpose of this Agreement by giving written notice of the
changed address to the other Party as provided in this section.
22.
INDEPENDENT CONTRACTOR
22.1 It is expressly understood and agreed that Vaqueros shall operate as an independent contractor as
to all rights and privileges contained in this Agreement, and not as an agent, representative, servant or
employee of the City. Subject to the terms of this Agreement, Vaqueros shall have the exclusive control
of and the exclusive right to control all details and day-to-day operations and activities relative to its
performance under this Agreement and shall be solely responsible for the acts and omission of its officers,
agents, servants, employees, contractors, subcontractors, licensees, and invitees. Vaqueros acknowledges
that the doctrine of respondeat superior shall not apply as between the City and Vaqueros or between the
parties' respective officers, agents, servants, employees, contractors, subcontractors, licenses, or invitees.
Nothing contained in this Agreement shall be construed as the creation of a partnership or joint
enterprise between the City and Vaqueros. In the event of a dispute, any doubt as to the construction
of this Agreement shall be resolved so as to maintain Vaqueros' status as an independent contractor.
22.2 The City, through its authorized representatives and employees, shall have the sole and exclusive
right to exercise jurisdiction and control over City employees. Vaqueros represents that all of its
employees and contractors who perform services under this Agreement shall be qualified and competent
to perform the services set forth herein. The Director reserves the right to refuse to permit any employee
or contractor of Vaqueros from providing the services set forth herein for any reason, provided that if the
conduct of the employee is correctable, such employee shall have first been notified of his or her
objectionable conduct and shall have had the opportunity to correct it.
SECTION 23.
NATURE OF CONTRACT
23.1 It is expressly understood and agreed that this Agreement is a contract for the operation and
management of the Soccer Facility, and not a lease or conveyance of any interest in the Soccer Facility or
the Park, or any other City property.
24.
CHOICE OF LAW AND VENUE
24.1 This Agreement shall be governed by and construed in accordance with the laws of the State of
Texas. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of
this Agreement, venue for such action 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.
25.
FORCE MAJEURE
Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 18 of 24
25.1 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 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 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. Vaqueros hereby waives any claim against City for damages by
reason of any such rescheduling or cancellation.
26.
AUTHORIZATION AND REVIEW OF COUNSEL
26.1 By executing this Agreement,Vaqueros' agent affirms that he or she is authorized by Vaqueros to
execute this Agreement and that all representations made herein with regard to Vaqueros' identity,
address and legal status(corporation,partnership, individual,etc.)are true and correct.
26.2 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 hereto.
27.
GOVERNMENTAL POWERS
27.1 It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental immunities or powers.
28.
WAIVER,HEADINGS,SEVERABILITY,AMENDMENTS
28.1 The failure of a Party to insist on performance of any term or provision of this Agreement or to
exercise any right granted herein shall not constitute a waiver of a Party's right to insist on appropriate
performance or to assert any such right on any future occasion.
28.2 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.
28.3 In case any one or more of the provisions contained in this Agreement are held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any
other provision hereof, and this Agreement shall be considered as if such invalid, illegal or unenforceable
provisions were never contained herein.
28.4 No amendment to this Agreement shall be effective unless agreed to in writing and signed by
both Parties.
Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 19 of 24
29.
COUNTERPARTS AND ELECTRONIC SIGNATURES
29.1 This Agreement may be executed in several counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument. A signature received via
facsimile or electronically via email shall be as legally binding for all purposes as an original signature.
30.
ENTIRETY OF AGREEMENT
30.1 This instrument (including all attachments, schedules, and exhibits attached hereto) constitutes
the entire understanding and agreement of the City and Vaqueros as to this Agreement. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
the terms and conditions of this Agreement.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement to be effective as of the
Effective Date, in Fort Worth,Tarrant County,Texas.
CITY OF FORT WORTH FORT WORTH VAQUEROS SOCCER
ACADEMY
1
By: By: --
n Alanis Michael Hitchcock
Assistant City Manager Director
Date /2i Date:
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirennents.
Name:
Title: U EGA.
APPROVED AS TO FORM AND LEGALITY
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Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 20 of 24
EXHIBIT A
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Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 21 of 24
EXHIBIT B
SOCCER FACILITY
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Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 22 of 24
EXHHiIT C
EFFECTIVE DATE AND PAYMENT SCHEDULE MEMORANDUM
EFFECTIVE DATE AND PAYMENT SCHEDULE MEMORANDUM(sample only)
THIS MEMORANDUM is made as of by and
between the CITY OF FORT WORTH, a home-rule Texas municipal corporation ("City") and the
FORT WORTH VAQUEROS SOCCER ACADEMY(the"Vaqueros'), a Texas nonprofit corporation
acting by and through its duly authorized Director
Recitals:
WHEREAS, City and Vaqueros are parties to that certain Agreement dated
(the "Agreement") (City Secretary Contract Number _� for operation and management of a
Soccer Facility at Sycamore Park.
WHEREAS, the Agreement requires the City and Vaqueros to execute this Memorandum to
memorialize the Effective Date of the Agreement per Section 2 of the Agreement and the Vaqueros'
annual payment amount and schedule per Section 3 of the Agreement;
WHEREAS, City has issued written confirmation to Vaqueros that construction of the Soccer
Facility is completed and ready for occupancy;
WHEREAS, City and Vaqueros desire to entire into this Memorandum confirming the Effective
Date of the Agreement and the Vaqueros' annual payment amount and schedule.
NOW, THEREFORE,City and Vaqueros agree as follows:
1. The actual Effective Date of the Agreement is
2. Beginning in the second contract year, Vaqueros shall remit an annual payment to the City of
with such payments
due and payable on or before the tenth(101)day of the beginning of each contract year.
3. Capitalized terms not defined herein shall have the same meaning as set forth in
the Agreement.
CITY OF FORT WORTH FORT WORTH VAQUEROS SOCCER
ACADEMY
by: by:
Name: Name:
Title: Title:
Date: Date:
APPROVED AS TO FORM AND LEGALITY:
Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 23 of 24
Tyler F. Wallach
Assistant City Attorney
ATTEST:
Mary J.Kayser
City Secretary
No M&C required
Agreement Between the City of Fort Worth and the Fort Worth Vaqueros Soccer Academy Page 24 of 24
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 9/12/2017
DATE: Tuesday, September 12, 2017 REFERENCE NO.: **C-28373
LOG NAME: 8080VAQUEROSAMENDMENT
SUBJECT:
Amend Mayor and Council Communication C-28220 to Revise the Name of the Contracting Party from Fort
Worth Soccer Group, LLC, d/b/a Fort Worth Vaqueros FC to Fort Worth Vaqueros Soccer Academy
(COUNCIL DISTRICT 8)
RECOMMENDATION:
It is recommended that the City Council amend Mayor and Council Communication C-28220 to revise the
name of the contracting party from Fort Worth Soccer Group, LLC, d/b/a Fort Worth Vaqueros FC to Fort
Worth Vaqueros Soccer Academy.
DISCUSSION:
On May 2, 2017, Mayor and Council Communication (M&C C-28220) was approved by the City Council
for the execution of a contract with Fort Worth Soccer Group LLC, d/b/a Fort Worth Vaqueros FC
(Vaqueros) to operate and manage a future soccer facility on a portion of Sycamore Park. The Vaqueros
are requesting the name change so the contract will be with their 501(c)(3) non-profit, Fort Worth
Vaqueros Soccer Academy,
Sycamore Park is in COUNCIL DISTRICT 8.
FISCAL INFORMATION /CERTIFICATION:
The Director of Finance certifies that this action will have no material effect on City Funds.
FUND IDENTIFIERS (FIDs):
TO
Fund Department Accoun Project !Program ctivity Budget Reference # �Amoun�
L_ ID ID I Year (Chartfield 2)
FROM
Fund Department ccoun Project Program ctivity Budget I Reference # Amount
ID ID Year (Chartfield 2)
CERTIFICATIONS:
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Richard Zavala (5704)
Additional Information Contact: Nancy Bunton (5717)
Logname: 8080VAQUEROSAMENDMENT Page 1 of 1
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
- iofi
Complete Nos.1-4 and 6 it there are interested parties. OFFICE USE ONLY
Complete Nos.1.$3,5,and 6 N time are no interested parties CER71FICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-253976
Fort Worth Vaqueros Soccer Academy
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that Is a party tot the contract for which the forms 08/24/2017
being filed.
Acknowledged./;
r
Date
City of Fort Worth Parks and Recreation Department gb�/;
3 Provide the identification number used by the governmental entity or state agency to track or Identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
111
The purpose agreement is to authorize the Fort Worth Vaqueros Sower Academy,to repurpose and renovate the Sycamore Park
tennis courts Into a youth sized synthetic soccer field.
Nature of Interest
4 Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermedi
b Check only If there is NO interested Party.
6 AFFIDAVIT I swear,or sfArm,under pe f that the above disclosure Is true and correct
415 ns Vega
�� • MY�"u�Explree
� 11!06!2019
Signature o authorized agent of ng business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said * ,�— this the day of
20=.to ceroiy which,witness my hand and seal of orAce.
Si nature of officer administering o Printed name of officer adn*tistedng oath Title of officer administering oAW
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approvea-on51=047 ..
DATE: Tuesday, May 2, 2017 REFERENCE NO.: C-28220
LOG NAME: 8080SYCPARKFWVAQUEROS
SUBJECT:
Authorize Execution of a Contract with the Fort Worth Soccer Group LLC d/b/a Fort Worth Vaqueros FC, to
Operate and Manage a Future Soccer Facility on a Portion of Sycamore Park (COUNCIL DISTRICT 8)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an Agreement with the Fort Worth
Soccer Group LLC d/b/a Fort Worth Vaqueros FC, to operate and manage a future soccer facility at
Sycamore Park for an initial period of ten years, with two option five-year renewal terms.
DISCUSSION:
The purpose of this Mayor and Council Communication is to authorize the execution of an Agreement with
the Fort Worth Soccer Group LLC d/b/a Fort Worth Vaqueros FC (Vaqueros) to operate and manage a
future soccer facility on a portion of Sycamore Park (Soccer Facility). The tennis courts at Sycamore Park
were originally constructed in 1915. The current condition of the courts is subpar and staff has observed
little to no activity on the courts over the course of several visits.
In May 2016, the Vaqueros, an amateur American soccer team in the National Premier Soccer League,
submitted a proposal to the Park and Recreation Department (PARD) to have the tennis courts
repurposed and renovated into a youth-sized synthetic surface soccer field (55 yards x 35
yards). Throughout the organization's history, the Vaqueros have been involved within the Fort Worth
community and have a vision of a free professional youth soccer academy in Fort Worth to serve the age
groups of under 7 through under12.
The overall project would include removal of the existing tennis nets and posts, installation of a drainage
pad system, synthetic turf, new posts, chain link fence, new access gate, player benches, and a
scoreboard. The City would be responsible for all costs associated with the repurposing and renovation of
the tennis courts up to $183,700.00. Any cost above the allocated amount of City funding will be
assumed by the Vaqueros. Upon completion, the Vaqueros will pay the City a fee to manage and
operate the new Soccer Facility. The Soccer Facility will be utilized primarily as a free youth academy
training facility. In addition, the Vaqueros will conduct fee based league play (7 versus 7) for adults and
youths, and Vaqueros Soccer Camps during spring break, summer, and holidays.
The Park and Recreation Department (PARD) will retain responsibility for maintaining the lighting system,
paying utilities and maintaining the grounds outside the fenced perimeter of the Soccer Facility. The
Vaqueros will assume responsibility for all costs associated with maintaining the area within the fenced
perimeter of the Soccer Facility to include ongoing maintenance and repairs associated with day-to-day
usage and any unforeseen damage caused by vandalism. The Vaqueros will also be responsible for all
costs associated with the management and operations of its programs and would retain the authority to
assess and collect fees for league play, tournaments, and sponsorships. The PARD would retain the
option to utilize the facility during non-peak hours primarily for rentals to youth and adult soccer teams for
Logname: 8080SYCPARKFWVAQUER0S Page 1 of 2
practice and games. The City's use is estimated at 100 hours per year, resulting in approximately
$3,750.00 in annual revenues.
The initial term of the Agreement will be for 10 years and include two optional five-year renewals. As part
of the consideration for managing and operating the Soccer Facility, the Vaqueros have agreed to pay the
City for the City's costs of the improvements for the Soccer Facility up to $183,700.00, plus 3.5 percent
interest, over the life of the initial term. The Vaqueros will pay the City $10,000.00 in year one with equal
payments of the remaining balance for years two through ten. The parties will negotiate the fee for any
renewal terms. In addition to the annual payment to the City, the Vaqueros will contribute funds into a
special maintenance and repair fund annually to address ongoing maintenance and repairs to the Soccer
Facility. The fund will be held and maintained by the Vaqueros. The City and Vaqueros will work
cooperatively over the term of the Agreement to develop and update a priority list of maintenance and
repairs.
Staff contacted the Fort Worth Tennis Association, which expressed no opposition to the repurposing of
the courts. A public meeting was held at Sycamore Community Center on September 19, 2016 and no
opposition was registered.
On September 28, 2016, the Park and Recreation Advisory Board endorsed this plan.
Sycamore Park is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION /CERTIFICATION:
The Director of Finance certifies that funds are available in the Future Community Partnerships
programmable project within the General Capital Project Fund. The PARD has the responsibility to collect
all funds under this Agreement.
FUND IDENTIFIERS (FIDs):
TO
Fund Department Accoun Project Program kctivity Budget Reference # moun
ID ID I Year Chartfield 2
FROM
Fund Department ccouni rogram ctivityl Budget FReference # moun
ID ID j Year ChartfieId 2
CERTIFICATIONS:
Submitted for City Manager's Office by: Susan Alanis (8180)
Originatina Department Head: Richard Zavala (5704)
Additional Information Contact: Nancy Bunton (5717)
Logname: 8080SYCPARKFWVAQUEROS Page 2 of 2