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HomeMy WebLinkAboutContract 50626 MYSECRETARY COwRACT NO LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH a� G�oQVQ�PQ �� AND NANCY BUNTON FOR GOLF INSTRUCTION THIS LICENSE AGREEMENT ("License") is made and entered into by and between the CITY OF FORT WORTH("City'),a home-rule municipal corporation of the State of Texas,acting by and throe;li its duly authorized Assistant City Manager, and NANCY BUNTON ("Licensee'), an individual. City and Licensee are referred to herein individually as a "Party" and collectively as the "Parties" WHEREAS,the City owns and operates the Rockwood Golf Course; WHEREAS, Licensee is a member of the Professional Golfers Association of America and is engaged in the instruction and training of youth and adult players in the sport of golf, WHEREAS, Licensee wishes to license space at the Rockwood Golf Course to provide golf instruction and the City desires to license a portion of the golf course to Licensee for said purpose; NOW, THEREFORE, in consideration of the covenants and agreements contained in this License,City and Licensee hereby agree as follows: SECTION 1 LICENSED PRENUSES 1.1 Licensed Premises. For and in consideration of the License Fee to be paid under this License and the agreements of the parties expressed herein,City does hereby grant to Licensee the use of certain space within the following golf course,as set forth in greater detail in Exhibit A,which is attached hereto and incorporated herein("Licensed Premises"): Rockwood Golf Course—1851 Jacksboro Highway,Fort Worth,Texas 76114 Any modifications to Exhibit A will be set forth in a written amendment to this License. 1.2 Condition of the Leased Premises. Licensee expressly acknowledges and agrees that she has conducted a full and complete physical examination of the Licensed Premises and hereby accepts the Licensed Premises, AS IS,WHERE IS,AND WITHOUT ANY WARRANTIES OF WHATEVER NATURE,EXPRESS OR IMPLIED,IT BEING THE INTENTION OF CITY AND LICENSEE TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED,IN FACT OR BY LAW,INCLUDING WITHOUT LBUTATION,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 LICENSED PREMISES 2.1 Licensee may use the Licensed Premises to provide golf lessons and clinics, video golf lessons,and golf classes(collectively,'I.esson(s)")to individual youth players,groups of no more than two youths,and individual and groups of adults who are 18 years of age or older("Participants")for the benefit ofthe public and for no other purpose that is not specifically set forth in this License. Licensee shall not provide Lessons to youth in groups of three or more Participants. Lioense between the City and Nancy Bunton for Golf Wtruction OFFI�I, "ECO RD CITY SECRETARY FT. WORTH, TX 2.2 Licensee shall only have use of the Licensed Premises during each golf course's normal operational hours in accordance with the schedule set forth in Exhibit A. All activities related to any Lessons must be completed within the time period set forth in Exhibit A, including, but not limited to, set-up and clean-up. If Licensee, for any reason, holds over beyond the scheduled times set forth in Exhibit A, the Director of the City's Park and Recreation Department, or that person's designee, ("Director"),in their sole discretion,reserves the right to remove Licensee and the Participants from the Licensed Premises or charge Licensee a fee for use of the Licensed Premises for the time period beyond that which the Licensed Premises is reserved. Any additional fee will be commensurate with that charged to other patrons of the golf courses using the same space for the same amount of time and shall be paid along with the Licensee Fee in accordance with Section 4 below. 23 The Licensed Premises will be closed and unavailable for use by the Licensee on all regular City holidays. Except due to emergency circumstances or Force Majeure Events,City agrees to notify Licensee of any change in the hours of operation for the Licensed Premises by providing Licensee with written notice, within a reasonable time prior to the change taking effect. City agrees to provide similar notice to Licensee should the Licensed Premises not be available to the Licensee due to special events, scheduled maintenance or other non-emergency closures. In the event of a change in hours or availability,such change shall not give rise to any claim against the City by the Licensee,whether for lost profits,cost,overhead,or otherwise. 2.4 Licensee may bring onto the Licensed Premises any equipment reasonably necessary to further the intended use of the Licensed Premises. 2.5 Licensee shall be responsible for coordinating with the C ity's Assistant Director—Golf/Athletics Division or his/her designee("Golf Director)to schedule these Lessons. 2.6 Licensee may bring onto the Licensed Premises arty equipment reasonably necessary to further the intended use of the Licensed Premises. 2.7 Licensee shall provide any and all supplies necessary to:;onduct the Lessons,including,but not limited to,golf clubs.City shall provide all practice balls for lessons and clinics at no charge. 2.8 Licensee shall be responsible for all Lesson flee collections and timely payment of all amounts due to the City under Section 4. 2.9 Licensee shall furnish a report of"gross receipts"to the City's Golf Director at the time payment is due under Section 4. For purposes of this Agreement,"gross receipts"shall mean and includes the total amount of money received or to be received by the Licensee from all sales,whether for cash or credit,whether collected or uncollected,made as ar+esult of the rights granted under this Agreement. Furthermore,"gross receipts"shall include all monies paid or to be paid by a purchaser of any services provided by the Licensee. 3.0 Licensee shall beresponsible for all marketing ofLieense_'s Lessons to the general public,which shall include,but not be limited to,creating and distributing col lateral materials for the Lessons. Collateral materials include brochures,educational materials,promotional materials,and the like;. The City may assist with marketing efforts through printing and distribution of these materials and through emai:blasts to its current customer database. The City shall have final approval authority of all marketing material prior tc�its production and distribution. 3.1 Licensee shall promote the use of Fort Worth Municipal Golf Courses and promote the sale of all golf equipment and apparel from the City to Licensee's students. 3.2 Licensee shall have complimentary access for golf and cart fees to the 18 hole course at Rockwood for playing lessons. Students will pay the regular green fees. The course availability for License beM een the City and Nancy Bunton for Golf Instruction 2 of 17 playing lessons is subject to the normal operating policies and procedures for reserving tee times. The course will not be available when tee times are full or during golf course events. Licensee will coordinate playing lessons with the Golf Professional at Rockwood. 33 Licensee may not use any part of the Licensed Premises for any use or purpose that violates any applicable law,regulations,or ordinance of the United States,the State of Texas,the County of Tarrant,or the City of Fort Worth,or other lawful authority with jurisdiction of the Licensed Premises. 3.4 Licensee understands and agrees that the parking areas at the Licensed Premises are not for the exclusive use of the Licensee and that the City and the golf course may use the parking spaces at any time. SECTION 3 TERM OF LICENSE 3.1 Term. Unless terminated earlier pursuant to the terms herein, the initial term of this License shall be for a period of one year, effective beginning on March 19, 2018 and ending on March 19, 2019 ("Primary Term"). The parties shall have the right to extend this License for up to five (5) successive one (1) year renewal terms (each referred to as a "Renewal Term'J upon mutual written agreement at least thirty(3 0)days prior to the termination date of the Primary Term or the Renewal Term then in effect(collectively,"Term"means the Primary Term and any agreed upon Renewal Term"). 3.2 Holdover Tenancy. Unless terminated earlier pursuant the terms herein,this License will expire without further notice when the Term expires. Any holding over by Licensee after the Term expires will not constitute a renewal of the License or give Licensee any rights under the License in or to the Licensed Premises,except as a tenant at will. SECTION 4 LICENSE FEE 4.1 As consideration for the rights and privileges granted hereunder,Licensee covenants and agrees to pay to City ten percent(10%)of Licensee's gross revenues derived from use of the Licensed Premises pursuant to this License.("License Fee"). 4.2 Prior to each Renewal Term,the City and the Licensee will evaluate and negotiate the License Fee in good faith. If modification to License Fee is necessary,the License Fee will be set forth in an amendment to this License.If the parties cannot come to an agreement on the License Fee prior to the start date of any Renewal Tern,then this License shall terminate at the end of the Term then in effect. 43 All payments of the License Fee shall be made no later than the tenth(10th)day of the month,following receipt of the revenue 4.4 All payments due to the City shall be due and payable,without demand or offset,in legal tender of the United States at the Park and Recreation Department,Attn: SWR Accounts Payable,4200 South Freeway,Suite 2200,Fort Worth,Texas 76115 or at such other place in Tarrant County,Texas as the Director may hereafter notify Licensee(in writing and with reasonable advanced notice). SECTION 5 DUTIES AND RESPONSIBILITIES 5.1 In addition to any other duties and responsibilities set forth in this License,Licensee shall: License between the City and Nancy Bunton for Golf Instruction 3 of 17 5.1.1 Ensure that all Participants and any other individual using the Licensed Premises in connection with a Participant,comply with any and all policies,rules,and regulations governing the use of the golf courses and the Licensed Premises. The City will provide a copy of any such policies,rules,and regulations within a reasonable time after request by the Licensee. 5.1.2 Provide a Participant listing to the Director. 5.13 Licensee and Participants shall not remain at the golf courses beyond the regular operating hours,except in instances of eminent danger to the Participants,severe weather conditions,emergencies declared by the City and other situations determined in the sole discretion of the Director. 5.1.4 Notification of changes to schedules for Lessons, including cancellation but excluding emergencies or Force Majeure Events,must be provided to the City within 24 hours prior to schedule start time,according to Exhibit A.In case of emergency or Force Majeure Events,the Licensee must notify the Director promptly upon learning of such emergency or Force Majeure Events. 5.1.5 NOT USE THE LICENSED PREMISES OR CENTER FOR ANY PURPOSE NOT SET FORTH IN THIS LICENSE, INCLUDING, BUT NOT LIMITED TO, CONDUCTING ANY UNAUTHORZED BUSINESS SUCH AS SALES OR FUND RAISING. 5.1.6 Report any maintenance or repair needs to the Director as soon as practicable. 5.1.7 Demonstrate a high level of professionalism at all times. Licensee's conduct should be above reproach in all dealings with the community, Participants, and staff. Licensee shall not engage in any conduct that may threaten,intimidate,disparage, bully,verbally abuse,harass or assault the City,City employees,Participants or any other person. The City shall be the sole judge of Licensee's compliance with this section. 5.2 The City will: 5.2.1 Provide staff to lock and unlock the Licensed Premises. 5.2.2 Furnish the necessary existing utilities and electrical power available at the Licensed Premises for the ordinary and intended use of such,which includes lighting and water for ordinary and intended use City shall not be liable or responsible for accidents or unavoidable delays. 5.23 Ensure the Licensed Premises is suitable for its intended purpose. 5.2.5 Ensure the Licensed Premises are ready for set up by Licensee in accordance with any reasonable requests of the Licensee. 5.2.6 Ensure that a City employee is present at the golf courses at all times during the Lessons. SECTION 6 LIENS 6.1 Licensee shall do no act or make any contract that: rnay create or be the foundation for any lien upon or interest in any City property. Any such contract or lien attempted to be created or filed shall be void. Should any purported lien on City property be created or filed,Licensed,at its sole expense, shall liquidate and discharge the same within ten(10)calendar days after notice from the City to do so. License between the City and Nancy Bunton for Golf Instruction 4 of 17 Should Licensee fail to discharge the same,such failure shall constitute a breach of this License,and the City shall have the right to terminate this License immediately. However,Licensee's financial obligation to City to liquidate and discharge such lien shall survive following termination of this License and until such a time as the lien is discharged. SECTION 7 CARE OF THE LICENSED PREMISES 7.1 Licensee,at Licensee's own expense,shall keep the Licensed Premises and maintain all equipment and other properties of City in a safe,sanitary,sightly condition and in good repair during each Lesson or scheduled time set forth in Exhibit A. Licensee shall restore and yield said Licensed Premises, equipment,and all other properties belonging to the City back to City at the expiration of each Lesson or scheduled time set forth in Exhibit A in good or better condition as existed at the beginning of each Lesson or schedule time set forth in Exhibit A and in which Licensee found them. 71 Licensee will not do or permit to be done any injury or damage to the Licensed Premises, or any part thereof,or permit to be done anything that will damage or change the finish or appearance of the Licensed Premises 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 Licensed Premises without the prior written consent of the Director. 7.3 Subject to ordinary wear and tear, Licensee will pay the costs of repairing any damage that may be done to the Licensed Premises or any of the fixtures,furniture or furnishings by any act of Licensee or any of Licensee's officers, representatives, servants, employees, agents, Participants, or anyone visiting the Licensed Premises upon the invitation of the Licensee. The City shall determine, in its sole discretion,whether any damage has occurred,the amount of the damage and the reasonable costs of repairing the damage,and whether,under the terms of the License,the Licensee is responsible. City shall be the sole judge of the quality of the maintenance and/or damage of the Licensed Premises, furnishings, fixture or furniture by the Licensee. The costs of repairing any damage to the Licensed Premises shall be immediately due and payable by the Licensee upon Licensee's receipt of a written invoice from City. 7.4 Subject to the prior written consent of the Director,Licensee may place any signs within the Licensed Premises necessary to indicate Licensee's name and location. Any sign shall be prepared and installed by the Licensee, at the sole cost of Licensee, in accordance with applicable rules and regulations of the City and in keeping with golf course decor. Any special requirements of Licensee contrary to the above must be made a part of this License by written amendment. SECTION 8 FORCE MAJEURE 8.1 If either party is unable,either in whole or part,to fulfill its obligations under this License due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crisis; earthquakes; fires;, floods; restraints or prohibitions by any court"board,department,commission or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable Iaw; 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 License between the City and Nancy Bunton for Golf Instruction 5 of 17 Force Majeure Event occurs, the City may, in its sole discretion, close or postpone the opening of its community centers,parks, or other City-owned and operated properties and facilities in the interest of public safety and operate them as the City sees fit. Licensee hereby waives any claims it may have against the City for damages resulting from any such Force Majeure Event. SECTION 9 LIABILITY AND INDEMNIFICATION 9.1 LICENSEE SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES,INCLUDING,BUT NOT LIMITED TO,PROPERTY LOSS,PROPERTY DAMAGE AND PERSONAL INJURY, OF ANY HIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF LICENSEE, OR ITS DIRECTORS, OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, CONTRACTORS, EMPLOYEES, PATRONS, GUESTS, INVITEES, PARTICIPANTS, OR SUBLICENSEES. LICENSEE HEREBY EXPRESSLY RELEASES AND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR ANY DAMAGE, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY ARISING OUT OF OR IN CONNECTION WITH,DIRECTLY OR INDIRECTLY,THE OCCUPANCY AND/OR USE OF THE LICENSED PREMISES, CENTER, AND ANY AND ALL ACTIVITIES CONDUCTED THEREON SUSTAINED BY REASONS OF THE OCCUPANCY OF SAID LICENSED PREMISES UNDER THIS LICENSE. 9.2 INDEMNIFICATION—LICENSEE,AT NO COST TO THE CITY,AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY, PROTECT, AND HOLD HARMLESS CITY AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS EMPLOYEES, AND SERVANTS (COLLECTIVELY,"INDEMNITEES")FOR,FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, HIND OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO THE USE OR OCCUPANCY OF THE LICENSED PREMISES BY LICENSEE OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, PATRONS, GUESTS, SUBLICENSEES, PARTICIPANTS, OR INVITEES; (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON THE PART OF LICENSEE OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, PATRONS, GUESTS, SUBLICENSEES, PARTICIPANTS, OR INVITEES OR OF ANY OTHER PERSON ENTERING UPON THE LICENSED PREMISES WITH THE EXPRESS OR IMPLIED INVITATION OR PERMISSION OF LICENSEE; OR(3) BY ANY BREACH,VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF LICENSEE UNDER THIS AGREEMENT (COLLECTIVELY, "LIABII.ITIES"),EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUATABLE TO ANY ACT,OMISSION,NEGLIGENCE,GROSS NEGLIGENCE,BREACH OF CONTRACT, INTENTIONAL CONDUCT, VIOLATION OF STATUTE OR COMMON LAW, BREACH OF WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR ANY OTHER ACT, OMISSION,OR CONDITION WHATSOEVER OF THE CITY OR ITS PROPERTY. 9.3 Intellectual Property-Licensee agrees to assume full responsibility for complying with all State and Federal Copyright Laws,including, but not limited to,the Federal Copyright Law of 1978 (17 U.S.C. 101,et seq.)and any other regulations associated therewith,including,but not limited to,the License between the City and Nancy Bunton for Golf Instruction 6 of 17 assumption of any and all responsibilities for paying royalties that are due for the use of copyrighted works in Licensee's Lessons,performances or exhibitions to the copyright owner or representative of said copyright owner. City expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations. City specifically does not authorize, permit, or condone the performance,reproduction,or other use of copyrighted materials by Licensee or its officers, agents,servants,representatives,subcontractors,invitees,or licensees without the appropriate licenses or permission being secured by Licensee in advance. In addition to any other indemnification obligations set forth herein, Licensee further agrees that LICENSEE AGREES TO AND DOES HEREBY RELEASE,DEFEND,INDEMNIFY, AND HOLD HARMLESS THE CITY FOR,FROM,AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIlMIITED TO, ATTORNEY'S FEES AND NONPAYMENT TO LICENSING AGENCIES,INCLUDING,BUT NOT LEWTED TO, ASCAP, BMI, AND SESAC, ARISING OUT OF OR RELATED TO LICENSEE'S INFRINGEMENT OR VIOLATION OF ANY COPYRIGHT LAWS OR REGULATIONS. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of the Licensee. Licensee understands that it is responsible for securing any and all licenses by artists and performers giving permission for the recordings. Licensee is responsible for both reporting and payment of any music licensing fees that may be required by law. Licensee understands and agrees that without the proper license obtained by Licensee,there is a risk of an injunction or money damages arising from a copyright lawsuit brought by ASCAP, BN% SESAC or any other licensing agency. 9.4 If any action or proceeding shall be brought by or against the City in connection with any such liability or claim,Licensee,on notice from City,shall defend such action or proceeding at Licensee's expense,by or through attorneys reasonably satisfactory to City. 9.5 It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligations under this Section,such legal limitations are made a part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligation shall continue in full force and effect. 9.6 Licensee agrees to notify City promptly upon the receipt of any claim or lawsuit brought in connection with any injury,death,or damages on the Licensed Premises. Licensee agrees to make its officers, representatives, agents, and employees available to City, at all reasonable times, for any statements and case preparation necessary for the defense of any claims or litigation for which City may be responsible hereunder. Licensee shall place language in its contracts with contractors and subcontractors that contractors shall notify City as required by Licensee in this subsection. 9.7 Licensee shall require all of its subcontractors to include in their subcontracts liability and indemnification language in favor of the City in substantially the same form as above. SECTION 10 INSURANCE REQUIREMENTS 10.1 General Requirements. Licensee shall furnish to City in a timely manner,but not later than the start of the tenor of this License,certificates of insurance as proof that it has secured and paid for the policies of insurance specified herein. If City has not received such certificates by such date,Licensee shall be in default of the License and City may, at its option, terminate the License. Licensee shall maintain the following coverages and limits thereof License between the City and Nancy Bunton for Golf Instruction 7 of I7 10.1.1 Commercial General Liability(CGL)Imurance i. $1,000,000 each occurrence ii. $2,000,000 aggregate limit 10.2 Additional Requirements. 10.2.1 Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months,and Licensee shall revise such amounts within thirty(30)calendar days following notice to Licensee of such requirements. 10.2.2 Where applicable,insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees,representatives,officers,agents,and volunteers of City. 10.2.3 The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation,also referred to as a waiver of rights of recovery,in favor of City. Such insurance shall cover employees performing work on any and all projects. Licensee shall maintain coverages,if applicable. 10.2.4 Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. 10.2.5 Insurers of Licensee's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A-: VII or other equivalent insurance industry standard rating otherwise approved by City. 10.2.6 Deductible limits on insurance policies shall not exceed$10,000 per occurrence unless otherwise approved by City. 10.2.7 In the event there are any local,federal or other regulatory insurance or bonding requirements for Licensee's operations, and such requirements exceed those specified herein,the former shall prevail. 10.x.8 Licensee shall require its contractors and subcontractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Licensee shall require its contractors and subcontractors to provide Licensee and City with certificate(s)of insurance documenting such coverage. Also,Licensee shall require its subcontractors to have City and Licensee endorsed as additional insureds (as their interest may appear)on their respective insurance policies. 103 Insurance Coverage Exclusion 10.3.1 Licensee shall not be required to carry the required automobile liability insurance if Licensee does not provide transport of Participants to or from Lessons at the Center using a personal,leased or rented automobile. This eXclusion of coverage does not apply to contract transportation services obtained by Lice>lsee to provide transportation to or License between the City and Nancy Bunton for Golf Instruction 8 of 17 from events,practices or performances;contract transportations services shall be required to carry the above insurance coverage. 103.2 Licensee shall not be required to carry the required worker's compensation insurance if Licensee does employ at least one full time employee. SECTION 11 AUDIT 11.1 Licensee agrees that the City shall, until the expiration of three (3) years after the termination or expiration of this License,have access to and the right to examine any directly pertinent books, documents, papers, and records of Licensee involving transactions relating to this License. Licensee agrees that the City shall have access during normal working hours to all necessary Licensee facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Licensee reasonable advance notice of intended audits. 11.2 Licensee further agrees to include in any contractor and subcontractor agreements hereunder a provision to the effect that the contractor and subcontractors agree that the City shall, until the expiration of three(3)years after the expiration or termination of the contract or subcontract, have access to and the right to examine any directly pertinent books, documents,papers, and records of such contractor or subcontractor involving transactions of the contract or subcontract, and further that City shall have access during normal working hours to all contractor and subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give the contractor and subcontractor reasonable advance notice of intended audits. SECTION 12 CHARITABLE DE IUNITY 12.1 Licensee agrees that if it is a charitable organization,corporations, entity or individual enterprise having,claiming or entitled to any immunity,exemption(statutory or otherwise)or limitation from and against liability for damage or injury to property or persons under the provisions of the Charitable Immunity and Liability Act of 1987,C.P.RZ.C.,§ 84.001 et seq.,or other applicable law,that Licensee hereby expressly waives its right to assert or plead defensively any such immunity or limitation of liability as against City. Copy of the documentation stating this organization's status is due annually to the address specified for Parks and Community Services in notice provision of this License. SECTION 13 TERNIINATION 13.1 Termination for Convenience. This License may be terminated without cause by the City immediately upon delivery of written notice to Licensee. This License may be terminated by Licensee upon delivery of thirty(30)days'written notice of such intent to terminate to the City. 13.2 Termination for Cause. Unless stated elsewhere in this License, Licenses shall be in default under this License if Licensee breaches any term or condition of this License and such breach remains uncured after thirty (30) calendar days following receipt of written notice from the City referencing this License (or, if Licensee has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than thirty(30) calendar days to cure,then such additional amount of time as is reasonably necessary to effect cure, as determined by both parties mutually and in good faith). License between the City and Nancy Bunton for Golf Instruction 9 of 17 133 Gratuities. City may terminate this License if it is found that gratuities in the form of entertainment,gifts or otherwise were offered or given by Licensee or any agent or representative to any City official or employee with a view toward securing favorable treatment with respect to the awarding, amending,or making of any determinations with respect to the performance of this License In the event this License is canceled by the City pursuant to this section,City shall be entitled,in addition to any other rights and remedies,to recover from Licensee a sum equal in amount to the cost incurred by Licensee in providing such gratuities. 13.4 Fiscal Funding Out. Notwithstanding anything to the contrary,if,for any reason,at any time during the term of the License,the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this License, the City may terminate the portion of the License regarding such obligations to be effective on the later of(i)ninety(90)calendar days following delivery by the City to License of written notice of the City's intention to terminate or(ii)the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Contract. 13.5 Licensee's Duties Upon Expiration or Termination. 13.5.1 Prior to the effective date for expiration or termination of this License,Licensee shall promptly remove all of its personal property; provided, however, Licensee shall not be obligated to remove any fixtures. Licensee shall also repair any Licensee-caused damage to the Licensed Premises,including,but not limited to,any damage that Licensee causes during removal of Licensee's property,to the reasonable satisfaction of the Director. 13.5.2 If Licensee fails to comply with its obligations in this Section, City may, at its sole discretion, (i) remove Licensee's personal property and otherwise repair the Licensed Premises and invoice Licensee for City's costs and expenses incurred,such invoice to be due and payable to City within thirty(30) calendar days of its delivery to Licensee; or(ii)following no less than thirty(30) calendar days prior written notice to Licensee,take and hold any Licensee personal property as City's sole property;or(iii)pursue any remedy at law or in equity available to City. If Licensee fails to surrender the Licensed Premises to City following termination or expiration,all liabilities and obligations of Licensee hereunder shall continue in effect until such is surrendered. 13.53 Upon termination, all funds owed to the City shall be due and payable by the tenth(10th)calendar day after the effective date of termination. 13.6 Other Remedies. Any termination of this License as provided in this License will not relieve Licensee from paying any sum or sums due and payable to City under this License that remains unpaid and due at the time of termination,or any claim for damages then or previously accruing against Licensee under this License. Any such termination will not prevent City from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for by law, or from recovering damages from Licensee for any default under the License. All City's rights,options,and remedies under this License will be construed to be cumulative,and not one of them is exclusive of the other. City may pursue any or all such remedies or any other remedy or relief provided by law,whether or not stated in this License. No such termination shall relieve City from any obligation it may have to Licensee hereunder and City may pursue any and all rights and remedies or relief provided by law,whether or not stated in this License. SECTION 14 RIGHT OF ENTRY AND INSPECTION License between the City and Nancy Bunton for Golf Instruction 10 of 17 14.1 In licensing the Licensed Premises, City does not relinquish the right to control the management of the Licensed Premises, or the right to enforce all necessary and proper rules for the management and operation of the same.After receiving notice from the City,Licensee must permit City or its agents,representatives,or employees to enter the Licensed Premises for the purposes of inspection; determining whether Licensee is complying with this License; maintaining, repairing, or altering the Licensed Premises; or any other reasonable purpose. During any inspection, City may perform any obligations that City is authorized or required to perform under the terms of this License or pursuant to its governmental duties under federal state or local laws,rules or regulations.In the event ofan emergency, no advance notice from City is required. SECTION 15 LICENSES AND PERAMS 15.1 Licensee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for its operations. SECTION 16 NOTICES 16.1 All notices required or permitted under this License may be given to a party personally or by mail,addressed to such party at the address stated below or to such other address as one party may from time to time notify the other in writing.Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: LICENSEE: City of Fort Worth Nancy Bunton SWR-Contract Compliance Division 105 Oakmont Drive Park and Recreation Department Trophy Club,Texas 76262 4200 South Freeway,Suite 2200 Fort Worth,Texas 76115 With copies to: City Attorney's Office 200 Texas Street Fort Worth,Texas 76102 City Manager's Office 200 Texas Street Fort Worth,Texas 76102 Or to such other address as such party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. SECTION 17 NONDISCREMI NATION 17.1 Licensee shall not engage in any unlawful discrimination based on race, creed, color, national origin, sex, age, religion, disability,marital status, citizenship status, sexual orientation or any other prohibited criteria in any employment decisions relating to this License, and Licensee represents and warrants that to the extent required by applicable laws,it is an equal opportunity employer and shall comply with all applicable laws and regulations in any employment decisions. License between the City and Nancy Bunton for Golf Instruction 11 of 17 17.2 In the event of Licensee noncompliance with the nondiscrimination clauses of this License,which is not cured within ninety(90)calendar days of notice of such noncompliance,this License may be canceled,terminated,or suspended in whole or in part,and Licensee may be debarred from further agreements with City. SECTION 18 VENUE AND CHOICE OF]LAW 18.1 Licensee and City agree that this License shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted,at law or in equity,arises on the basis of any provision of this License,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas—Fort Worth Division. SECTION 19 THIRD PARTY RIGHTS AND ASSIGNMENTS 19.1 The provisions and conditions of this License are solely for the benefit of the City and Licensee, and any lawful assign or successor of Licensee, and are not intended to create any rights, contractual or otherwise,to any other person or entity. 19.2 Licensee agrees that it will not subcontract or assign all or any part of its rights,privileges or duties hereunder without the prior written consent of the City, and any attempted subcontract or assignment of same without such prior consent of the City shall be void. SECTION 20 BINDING COVENANTS 20.1 Subject to the limitations contained herein, the covenants, conditions and agreements made and entered into by the parties hereunder are declared to be fb�the benefit of and binding on their respective successors,representatives and permitted assigns,if any. SECTION 21 INDEPENDENT CONTRACTOR 21.1 It is expressly understood and agreed that Licensee and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this License, and not as agents, representatives or employees of the City.Subject to and in accordanct with the conditions and provisions of this License,Licensee shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Licensee acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers,representatives,agents,servants and employees, and Licensee and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers. Licensee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Licenspe. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Licensee or any employees, representative,agents,servants,officers,contractors,subcontractors,and volunteers of Licensee.Neither Licensee,nor any officers,agents,servants,employees or subcontractors of Licensee shall be entitled to any employment benefits from the City.Licensee shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,and any of employees,representative,agents,servants,officers, contractors,subcontractors,and volunteers. License between the City and Nancy Bunton for Golf Instruction 12 of 17 SECTION 22 AMENDMENTS CAPTIONS AND INTERPRETATION 22.1 Except as otherwise provided in this License, the terms and provisions of this License may not be modified or amended except upon the written consent of both the City and Licensee. 22.2 Captions and headings used in this License are for reference purposes only and shall not be deemed a part of this License. 223 In the event of any dispute over the meaning or application of any provision of this License,this License shall be interpreted fairly and reasonably,and neither more strongly for or against any party,regardless of the actual drafter of this License. SECTION 23 GOVERNMENTAL POWERS AND Il1MUNITIES 23.1 It is understood that by execution of this License,the City does not waive or surrender any of its governmental powers or immunities. SECTION 24 AUTHORIZATION COUNTERPARTS AND ELECTRONIC SIGNATURES 24.1 By executing this License, Licensee's agent affirms that he or she is authorized by Licensee or its general partner to execute this License and that all representations made herein with regard to Licensee's identity,address,and legal status are true and correct. 24.2 This License may be executed in several counterparts,each of which will be deemed an original,but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. SECTION 25 SEVERABILITY AND NO WAIVER 25.1 It is agreed that in the event any covenant,condition or provision herein contained is held to be invalid by any court of competent jurisdiction,the invalidity of such covenant,condition or provision shall in no way affect any other covenant, condition or provision does not materially prejudice either Licensee or City in connection with the right and obligations contained in the valid covenants,conditions or provisions of this License. 25.2 The failure of either party to insist upon the performance of any term or provision of this License or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. SECTION 26 COMPLIANCE WITH LAWS 26.1 This License is subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 26.2 If City notifies Licensee or any of its officers, agents, employees, contractors, subcontractors, licensees, volunteers, or invitees of any violation of such laws, ordinances, rules or regulations,Licensee shall immediately desist from and correct the violation. License between the City and Nancy Bunton for Golf h muction 13 of 17 SECTION 27 SOLE AGREEMENT 27.1 This License, including any exhibits attached hereto and any documents incorporated herein,contains the entire understanding and agreement between the City and Licensee, and any lawful assign and successor of Licensee,as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this License. SECTION 28 IMMIGRATION AND NATIONALITY ACT 28.1 Licensee shall verify the identity and employment eligibility of its employees who perform work under this License,including completing the Employment Eligibility Verification Form(I- 9). Upon request by City, Licensee shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work. under this License. Licensee 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 Licensee employee who is not legally eligible to perform such services. SLICENSEE SHALL INDEMNIFY CITY AND HOLD CTl['"Y HARMILESS FROM ANY PENALTIES,LIABILITIES,OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY LICENSEE, LICENSEE'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Licensee, shall have the right to immed.ately terminate this Agreement for violations of this provision by Licensee. License between the City and Nancy Bunton for Golf Instruction 14 of 17 IN WITNESS WHEREOF,the parties have executed this License in multiples in Tarrant County, Texas. CITYOF FORT WORTH LICENSEE By: J 2F.2 L By: — Fernando Costa Nancy 1j1on Assistant City Manager Date: 41,11118 Date: Recommended.- By: chard Zavala D tector,Park&Recreation Department APPROVED AS TO FORM AND LEGALITY: Richard A.McCracken Assistant City Attorney FO/?7.. ... ATTEST: lALL Mary Kayser City Secretary No M&C Required Form 1295:N/A OFFICIAL RECORD License between the City and Nancy Bunton for Golf Instruction CITY SKIRETARY FT. WORTH,TX 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 requirements. fi- --SO�u Name: Steve Southard Title: Assistant Director Golf and Athletics License between the City and Nancy Bunton for Golf Instruction 16 of 17 EXHIBIT A Licensed Premises The Licensed Premises in which Licensee may conduct Lessons include the driving range tee, practice greens,and River's Edge Golf Course at the Rockwood Golf Course. The Licensed Premises may not be available during The Fust Tee programming times or during events sponsored by the City. The Licensee will coordinate lesson times with the Golf Professional at Rockwood Golf Course and the Executive Director of The First Tee to ensure the lesson areas are available to the licensee. Additionally,Rockwood Golf Course is available for playing lessons subject to course availability. Lessons may be scheduled from 7 am until 8 pm or as daylight allows during the off-season. � s 4 AIh r Y do License between the City and Nancy Bunton for Golf himuction 17 of 17