HomeMy WebLinkAboutContract 51474oo1'or-foRr
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CI5,� AIY This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a home rule municipal corporation, acting by and
through Valerie R. Washington, its duly authorized Assistant City Manager, and THE NORTH
CENTRAL TEXAS COUNCIL OF GOVERNMENTS (NCTCOG), located at 616 Six Flags
Arlington, TX 76011 ("Vendor"), acting by and through R. Michael Eastland, its duly authorized
Executive Director. For purposes of this Agreement, the term Vendor shall include Vendor, its authorized
representatives, officers, employees, and instructors who provide services on Vendor's behalf. The term
City shall include its authorized representatives, officers, employees, and directors.
VENDOR SERVICES AGREEMENT
CITY SECRETARY
CONTRACT NO.
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A — Scope of Services; and
3. Exhibit B — Facility Use Requirements
Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for
all purposes. In the event of any conflict between the terms and conditions of Exhibits A or B and the terms
and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall
control.
1. SCOPE OF SERVICES.
Vendor agrees to conduct the "Local Control of Scrap Tires" workshop for code enforcement
personnel, law enforcement personnel, and others on November 9, 2018. ("Services"). Vendor shall provide
training from 9:00 am to 4:00 pm, Central Standard Time. Services shall be performed at the Bob Bolen Public
Safety Training Complex located at 511 W. Felix Street, Fort Worth, Texas 76115 ("Premises").
Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder.
2. TERM.
This Agreement shall become effective upon execution by both parties and shall expire at 11:59 pm,
Central Standard Time, on November 9, 2018, unless terminated earlier in accordance with the terms of this
Agreement.
3. COMPENSATION.
Nothing in this Agreement shall be construed as to require an expenditure of City funds. Compensation
to be provided to the City for use of the Premises consists of non -monetary consideration in the form of
providing training and instruction to code and law enforcement personnel in furtherance of the City's overall
goal of reducing pollution and waste and ensuring the proper disposal of scrap tires.
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4. TERMINATION.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 10 days' written notice of termination.
5. DUTIES AND OBLIGATIONS OF THE PARTIES.
The City shall be responsible for providing the classroom facilities and audio/visual equipment needed
by Vendor. The City shall not be required to purchase any new audio/visual equipment. Vendor agrees to
provide the City a list of necessary audio/visual equipment needed at least two (2) weeks prior to the start of
Services. The City agrees to notify vendor of any equipment that is not available within two days of receiving
the Vendor's list of necessary equipment. Vendor also agrees to provide the City with information regarding
the classroom size necessary to conduct the training at least two (2) weeks prior to the start of Services.
Vendor will provide at least one (1) qualified instructor ("Instructor") for the training program who
will facilitate the Services.
Vendor agrees to provide each registered course participant with course materials and supplies
pertinent to the subject areas to be covered.
Vendor will provide course registration, administration, and certificates of completion, if appropriate.
Vendor will provide marketing efforts to promote Services.
6. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
6.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
6.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it
shall treat all information provided to it by City ("City Information"), that is explicitly designated or marked
as "Confidential", as confidential and shall not disclose any such information to a third party without the
prior written approval of City.
6.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and
shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any
way. Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
7. ACCESS.
The access granted to Vendor pursuant to this Agreement shall be limited to the property defined
as Premises in Section 1 of this Agreement. Vendor shall be escorted by a City employee at all times while
on Premises. The City employee escorting Vendor must be authorized to access Criminal Justice
Information Services ("CJIS") protected data. The parties acknowledge and understand that the Premises
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contains one or more areas where CJIS protected data is viewed, modified, and used. Furthermore, the
�O17yS"087WBi arties acknowledge that Federal and State law set forth the access requirements for CJIS protected data.
fCAEQhY Ce parties agree to comply with all Federal and State law requirements regarding access to CJIS protected
data.
Vendor shall sign in and out at the front desk of Premises upon entry. Vendor shall carry a valid
photo ID while on Premises.
8. RIGHT TO AUDIT.
Vendor agrees that City shall, until the expiration of three (3) years after the expiration of this
contract, or the final conclusion of any audit commenced during the said three years, have access to and the
right to examine at reasonable times any directly pertinent books, documents, papers and records, including,
but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits.
9. INDEPENDENT VENDOR.
It is expressly understood and agreed that Vendor shall operate as an independent Vendor as to all
rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way
be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees or
subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of
Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for
any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or subVendor.
10. LIABILITY AND INDEMNIFICATION.
10.1 LIABILITY -VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
10.2 GENERAL INDEMNIFICATION— TO THE MAMMUMEXTENT PERMITTED BY
LAW, VENDOR HEREBYCOVENANTSAND AGREES TO INDEMNIFY, HOLD HARMLESS AND
DEFEND CITY, ITS OFFICERS, AGENTS, SER VANTSAND EMPLOYEES, FR OM AND A GAINS T
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ANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE
OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CA USED B Y THE NEGLIGENT
ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS
OR EMPLOYEES.
10.3 INTELLECTUAL PROPERTY INDEMNIFICATION—To the maximum extent permitted by
law, Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against
City for infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this Agreement, it
being understood that this agreement to defend, settle or pay shall not apply if City modifies or
misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment
for claims or actions against City pursuant to this section, Vendor shall have the right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any and all
such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to
cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for infringement
arising under this Agreement, City shall have the sole right to conduct the defense of any such claim
or action and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or
action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all
papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of
payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this
Agreement. If the software and/or documentation or any part thereof is held to infringe and the use
thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially
adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure
for City the right to continue to use the software and/or documentation; or (b) modify the software
and/or documentation to make it non -infringing, provided that such modification does not materially
adversely affect City's authorized use of the software and/or documentation; or (c) replace the
software and/or documentation with equally suitable, compatible, and functionally equivalent non -
infringing software and/or documentation at no additional charge to City; or (d) if none of the
foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all
amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies
available to City under law.
11. ASSIGNMENT AND SUBCONTRACTING.
11.1 Assi ng ment. Vendor shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of City. If City grants consent to an assignment, the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
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11.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement
with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and
obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide
City with a fully executed copy of any such subcontract.
12. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
12.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
12.2 General Requirements
(a) The commercial general liability policy shall name City as an additional insured
thereon, as its interests may appear. The term City shall include its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
(b) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the
event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort
Worth City Attorney at the same address.
(c) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current
A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required, written approval of Risk Management is required.
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(d) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(e) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
13. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations, Vendor shall immediately desist from and correct the violation.
14. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIMS.
15. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission or via email, or
(3) received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To CITY:
Fort Worth Code Compliance Department
Attn: Valerie Washington
Assistant City Manager
200 Texas Street
Fort Worth TX 76102-6311
Facsimile: (817) 392-8502
With copy to Fort Worth City Attorney's Office at
same address and to:
Soria Adibi
Material Management Planner
4100 Columbus Trail
Fort Worth TX 76133
To VENDOR:
NCTCOG
Attn: Hannah Allen
Environment and Development Planner
616 Six Flags Drive
Arlington, TX 76011
hallen e,nctcog_org
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Soria.Adibitcr�_fortworthtexas.g_ov
16. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
17. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
18. GOVERNING LAW / VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to 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.
19. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
20. FORCE MAJEURE.
The City and Vendor shall exercise their best efforts to meet their respective duties and obligations
as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control (force majeure), including, but not limited
to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy,
fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental
authority, transportation problems and/or any other similar causes.
21. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part
of this Agreement.
22. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised 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 Exhibits A and B.
23. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS.
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No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
24. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A and B, contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards.
26. IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
27. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party, and that such binding authority has been granted by proper
order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto,
may be executed by any authorized representative of Vendor whose name, title and signature is affixed on
the Verification of Signature Authority Form, which is attached hereto as Exhibit "B". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
28. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the
City is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the contract.
[Signature Page Follows]
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EXECUTED on this, the 3�day o G 2018.
CITY OF FORT WORTH:
By:
Valerie Washington
Assistant City Manager
Date:
APPROVED AS TO
FORM AND LEGALITY:
By: _ /A"c -d�
Matthew A. Murray
Assistant City Attorney
ATTEST.
�c 0
By: _
Mary . Ayse
City Secretary
Contract Authorization:
No M&C required.
NCWael
By
R. nd
Executive Director p
Date: �xo
OFJ°-® ,.
..
-�............
.....
FORM 1295 Certification No.: NOT REQUIRED
This agreement does not require City Council approval.
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ey0r,ing all p r r+p and reporting requirements.
Planner
OVI.CIAL RECORD
rammA reement
CITY S
FT. WORTH TX
EXHIBIT A
Local Control of Scrap Tires class description:
Instructor: John Ockels, Director of Texas Illegal Dumping Resource Center
This class will focus on ways that local communities can use public health laws, criminal laws, municipal
codes, and civil suits to respond to this special waste now and in years to come.
Subjects covered include:
• An in-depth understanding of the ways that local governments can control the problem of scrap
tires in their communities.
• State rules governing scrap tires and what local governments can do to deal with situations where
these rules are ignored.
• The role of TCEQ in administrative enforcement.
• Situations where state rules are actually being followed but public health nuisances have been
created in the process.
This class has been approved for six (6) continuing education hours for code enforcement officers and
registered sanitarians by the Department of State Health Services. Six (6) hours Texas Commission on
Law Enforcement (TCOLE) may be given at the discretion of participant's agency. Peace officers seeking
to earn TCOLE credits for completion of class 3880 should verify with their Training Officer that this
class meets Agency requirements prior to registration. Credit for firefighter attendance may be awarded at
the discretion of the participant's agency.
The class will be from 9:00 AM — 4:00 PM. (Lunch is not provided, attendees will have an hour for lunch
on their own).
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EXHIBIT B
FACILITIES USE REQUIREMENTS FOR BOB BOLEN PUBLIC SAFETY COMPLEX
SECTION 1
LOCATION
1.1 Location. City does hereby grant to Vendor the use of certain space within the
following location for the purpose of conducting the "Local Control of Scrap Tires" workshop for
code enforcement personnel, law enforcement personnel, and others" for Fiscal Year 2019:
1.1.1 Bob Bolen Public Safety Complex 505 W. Felix St. Fort Worth, TX 76115
The Bob Bolen Public Safety Complex shall be referred to as "Complex" throughout this
Exhibit.
1.2 Condition of the Complex. Vendor expressly acknowledges and agrees that it has
conducted a full and complete physical examination of the Complex and hereby accepts the
Complex, AS IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATEVER
NATURE, EXPRESS OR IMPLIED, IT BEING THE INTENTION OF CITY AND
VENDOR TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES EXPRESS
OR IMPLIED, IN FACT OR BY LAW, INCLUDING WITHOUT LIMITATION, THE
IMPLIED WARRANTY OF SUITABILITY, AND THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE,
CONTAINED IN OR CREATED BY ANY APPLICABLE LAW OF THE STATE OF
TEXAS.
SECTION 2
USE OF THE COMPLEX
2.1 Vendor may use the Complex to operate the Program in accordance with this
Agreement in support of its mission and for no other purpose.
2.2 Vendor shall only have use of the Complex beginning at 7:00 am and ending at
6:00 pm, Central Standard Time on November 9, 2018.
2.3 In the event of a change in hours or availability of the Complex, such change shall
not give rise to any claim against the City by the Vendor, whether for lost profits, cost, overhead,
or otherwise.
2.4 Vendor may bring onto the Complex any equipment reasonably necessary to further
the intended use of the Complex.
2.5 Vendor may not use any part of the Complex for any use or purpose that violates
any applicable law, regulations, or ordinance of the United States, the State of Texas, the County
of Tarrant, or the City of Fort Worth, or other lawful authority with jurisdiction of the Complex.
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2.6 Vendor understands and agrees that the parking areas at the Complex are not for
the exclusive use of the Vendor and that the City and the Complex' patrons may use the parking
spaces at any time.
SECTION 3
HOLDOVER TENANCY
3.1 Holdover Tenancy. Unless terminated earlier pursuant the terms of this
Agreement, this Agreement will expire without further notice when the Term expires. Any holding
over by Vendor after the Term expires will not constitute a renewal of the Agreement or give
Vendor any rights in or to the Complex, except as a tenant at will.
SECTION 4
DUTIES AND RESPONSIBILITIES
4.1 In addition to any other duties and responsibilities set forth in this Agreement,
Vendor shall:
4. 1.1 Ensure that all Program Participants and any other individual using the
Complex, comply with any and all policies, rules, and regulations governing the
use of the Complex. The City will provide a copy of any such policies, rules, and
regulations within a reasonable time after request by the Vendor.
4.1.2 Vendor and Program Participants shall not remain in the Complex beyond
the Vendor's approved hours, except in instances of eminent danger to the Program
Participants, severe weather conditions, emergencies declared by the City and other
situations determined in the sole discretion of the City.
4.1.3 Notification of changes to Program schedules, including cancellation but
excluding emergencies or Force Majeure Events, must be provided to the City
within 24 hours prior to schedule start time. In case of emergency or Force Majeure
Events, the Vendor must notify the City promptly upon learning of such emergency
or Force Majeure Events.
4.1.4 NOT USE THE COMPLEX FOR ANY PURPOSE NOT SET FORTH IN
THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONDUCTING
ANY UNAUTHORIZED BUSINESS.
4.1.6 Report any maintenance or repair needs to the City as soon as practicable.
4.1.7 Vendor agrees to notify City promptly upon the receipt of any claim or
lawsuit brought in connection with any injury, death, or damages at the Complex.
Vendor agrees to make its officers, representatives, agents, and employees
available to City, at all reasonable times, for any statements and case preparation
necessary for the defense of any claims or litigation for which City may be
responsible hereunder. Vendor shall place language in its contracts with contractors
and subcontractors that contractors shall notify City as required by Vendor in this
subsection.
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4.1.12 While City will commission and oversee all repairs, Vendor will reimburse
City for any repairs that are made for any damage that occurs during Program hours.
4.1.15 City will provide Vendor with necessary keys and security codes for access
to the Complex.
4.1.16 Vendor will notify City immediately if the security of the Complex is
compromised.
4.2 The City will:
4.2.1 Furnish the necessary existing utilities and electrical power
available at the Complex for the ordinary and intended use of such, which
includes lighting, heat and air conditioning, and water. City shall not be
liable or responsible for accidents or unavoidable delays.
4.2.2 Ensure the Complex is suitable for their intended purpose.
4.2.4 Ensure the Complex is ready for set up by Vendor in accordance
with any reasonable requests of the Vendor.
SECTION 5
CARE OF THE COMPLEX
5.1 Vendor, at Vendor's own expense, shall keep the Complex and maintain all
equipment and other properties of City in a safe, sanitary, sightly condition and in good repair
during each Program or scheduled time set forth in this Agreement. Vendor shall restore and yield
said Complex, equipment, and all other properties belonging to the City back to City at the
expiration of each Program or scheduled time set forth in this Agreement in good or better
condition as it existed at the beginning of each Program or schedule time set forth in this
Agreement and in which Vendor found them.
5.2 Vendor will not do or permit to be done any injury or damage to the Complex, or
any part thereof, or permit to be done anything that will damage or change the finish or appearance
of the Complex or the furnishings thereof or any other property belonging to the City by the
erection or removal of equipment or any other improvements, alterations or additions. No
decorative or other materials shall be nailed, tacked, screwed or otherwise physically attached to
any part of the Complex, or to any of the furnishings or fixtures of the City without the prior written
consent of the City.
5.3 Subject to ordinary wear and tear, Vendor will pay the costs of repairing any
damage that may be done to the Complex or any of the fixtures, furniture or furnishings by any act
of Vendor or any of Vendor's officers, representatives, servants, employees, agents, Program
Participants, or anyone visiting the Complex upon the invitation of the Vendor. 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 this Agreement, the
Vendor is responsible. City shall be the sole judge of the quality of the maintenance and/or damage
of the Complex, furnishings, fixture or furniture by the Vendor. The costs of repairing any damage
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to the Complex shall be immediately due and payable by the Vendor upon Vendor's receipt of a
written invoice from City.
5.4 Subject to the prior written consent of the City, Vendor may place any signs within
the Complex necessary to indicate Vendor's name and location. Any sign shall be prepared and
installed by the Vendor, at the sole cost of Vendor, in accordance with applicable rules and
regulations of the City and in keeping with the Complex' decor. Any special requirements of
Vendor contrary to the above must be made a part of this Agreement by written amendment.
SECTION 6
FORCE MAJEURE
6.1 If either party is unable, either in whole or part, to fulfill its obligations under this
License due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public
enemies; wars; blockades; insurrections; riots; epidemics; public health crisis; earthquakes; fires;
floods; restraints or prohibitions by any court, board, department, commission or agency of the
United States or of any state; declaration of a state of disaster or of emergency by the federal, state,
county, or City government in accordance with applicable law; issuance of an Imminent Threat
Alert or Elevated Threat Alert by the United States Department of Homeland Security or any
equivalent alert system that may be instituted by any agency of the United States; any arrests and
restraints; civil disturbances; or explosion; or some other reason beyond the Party's reasonable
control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure
Event will be suspended only during the continuance of such event. If a Force Majeure Event
occurs, the City may, in its sole discretion, close or postpone the opening of its Complex, parks,
or other City -owned and operated properties and facilities in the interest of public safety and
operate them as the City sees fit. Vendor hereby waives any claims it may have against the City
for damages resulting from any such Force Majeure Event.
SECTION 7
RIGHT OF ENTRY AND INSPECTION
7.1 In providing use of the Complex by Vendor, City does not relinquish the right to
control the management of the Complex, or the right to enforce all necessary and proper rules for
the management and operation of the same. After receiving notice by City, Vendor must permit
City or its agents, representatives, or employees to enter the Complex for the purposes of
inspection; determining whether Vendor is complying with this Agreement; maintaining,
repairing, or altering the Complex; or any other reasonable purpose. During any inspection, City
may perform any obligations that City is authorized or required to perform under the terms of this
Agreement or pursuant to its governmental duties under federal state or local laws, rules or
regulations. In the event of an emergency, no advance notice from City is required.
SECTION 8
LICENSES AND PERMITS
8.1 Vendor shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for its operations.
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SECTION 9
ADDITIONAL DUTIES UPON TERMINATION
In addition to the duties described in the Agreement, Vendor shall comply with the
following upon termination or expiration of the Agreement:
9.1 Prior to the effective date for expiration or termination of the Agreement, Vendor
shall promptly remove all of its personal property; provided, however, Vendor shall not be
obligated to remove any fixtures. Vendor shall also repair any damage to the Complex that
occurred during Vendor's use of the Complex, including, but not limited to, any damage that
Vendor causes during removal of Vendor's property, to the reasonable satisfaction of the City.
9.2 If Vendor fails to comply with its obligations in this Section, City may, at its sole
discretion, (i) remove Vendor's personal property and otherwise repair the Complex and invoice
Vendor for City's costs and expenses incurred, such invoice to be due and payable to City within
thirty (30) calendar days of its delivery to Vendor; or (ii) following no less than thirty (30) calendar
days prior written notice to Vendor, take and hold any of Vendor's personal property as City's sole
property; or (iii) pursue any remedy at law or in equity available to City. If Vendor fails to
surrender the Complex to City following termination or expiration, all liabilities and obligations
of Vendor hereunder shall continue in effect until such is surrendered.
SECTION 10
ACCESS
10.1 Vendor will only use areas of the Complex that are approved in advance by City.
10.2 Vendor will assure that Program members adhere to the Program hours set forth in
the Agreement. Earlier access may only be granted by arrangement.
10.3 Notify Program participants that they will not be allowed to congregate or loiter in
front of the main entrance of the Complex or in the parking lot prior to 8:00 pm or after 11:00 pm.
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