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HomeMy WebLinkAboutContract 35681 CITY SECRETARY Q- CONTRACT NO. ��O STATE OF TEXAS § COUNTY OF TARRANT § LICENSE AGREEMENT THIS LICENSE AGREEMENT is made and entered into by and between the CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas, located in Tarrant, Denton, Parker and Wise Counties, Texas, (hereinafter referred to as the "City") and FORT WORTH INDEPENDENT SCHOOL DISTRICT, a legally constituted non-profit entity, (hereinafter referred to as the "Licensee"). SECTION 1. LICENSED PREMISES 1.01. For and in consideration of the rental payments to be paid under this license agreement and the agreements of the parties expressed herein, City does hereby grant to Licensee the use of space located at the Northside Community Center for the purpose of providing adult educational services to area residents at the Center, herein described as the "Licensed Premises" as follows: 785.9 square feet of net usable space located at the Northside Community Center, 1100 NW 18th Street, Fort Worth, Tarrant County, Texas, 76106. 1.02. The City grants to Licensee the use of the Licensed Premises during the working hours of 8:00 AM — 9:00 PM Monday — Friday. The Center will be closed and unavailable for use by the Licensee on all regular City holidays. Except due to emergency circumstances, City agrees to notify Licensee of any change in the hours of operation by providing Licensee with written notice, at least five (5) working days 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. City agrees to provide a pro-rated adjustment in the monthly rental fee for all non-emergency closures that are in excess of one full working day. If Licensee requires access at times other than the normal operating hours set forth herein, Licensee shall notify the City by providing City with written notice, at least five (5) working days prior to the needed change. Access by Licensee to the Licensed Premises at times other than during the normal operating hours is within the discretion of the City and City may charge the Licensee the hourly rate for the actual staff time required to open, monitor and close the Center. This charge shall include a forty percent (40%) overhead rate to be applied to the total salary cost incurred. 1 d J�l 'YU NV���IIIY' •�LY/ 1.03. If the Licensee requests additional space during the term of this License, City may, at its sole discretion and if space is available, furnish such space adjacent to the Licensed Premises, requested by the Licensee at a rental not more than the monthly cost per square foot, as stated in Section 2, below. The additional license space term shall be concurrent with the balance of the license period outlined by this Agreement. The City agrees to furnish all services provided in this Agreement to the additional space. The License of additional space shall not be valid unless executed in writing and signed by both parties. 1.04. Licensee shall use the licensed space solely for the purpose of providing free instruction in one or all of the following areas: Adult Basic Education; English as a Second Language (ESL); and Adult Secondary Education classes. FWISD will be responsible for all allowable costs to operate the program including, payment to teachers, computer lab managers, teacher aides, testers and/or instructional monitors, and vendors for instruction materials and supplies. The organization is comprised of instructors with valid Texas teacher certification and required training by Texas Education Agency and FWISD/North Central Texas Consortium. Services will be available to citizens 18 years of age or older, not currently enrolled in school; 17 year olds may be admitted only with official letter of withdrawal from their respective school district and parental permission. A minimum of 25 students must be identified to establish a class, and a minimum average class attendance of 18 students must be maintained monthly. SECTION 2 MONTHLY RENTAL 2.01. Licensee agrees to pay City, for the use of the Licensed Premises, as described above at the rate of One Hundred Seventy and 48/100 ($170.48) per month during the term of this License. City agrees to submit monthly statements for rent to the Licensee, but failure of the City to submit said monthly statement to Licensee shall not relieve the Licensee from its obligation to pay the monthly rental as required under this Agreement. 2.02. The monthly rentals provided for herein shall be due and payable by Licensee to the City on the first day of the month for which said rentals are due. The Licensee shall make all monthly rental payments on or before the 5th day of each month of this Agreement, and any other sums due and payable to the City shall be, addressed to the Revenue Office, 1000 Throckmorton, Fort Worth, Texas 76102. SECTION 3 TERM OF LICENSE 3.01. The primary term of this License shall be for a period of one year commencing on the 1 st day of June 2007, and ending on the 31 st day of May 2008. 2 3.02 The primary term may be renewed by mutual agreement between the Licensee and the City for two (2) successive 12-month terms under the same terms and conditions of this Agreement. Licensee must advise the City in writing of its intent to renew the License no later than sixty (60) days prior to the termination date of the initial two-year period, and prior to the termination dates of each of the two successive, 12-month renewal periods. 3.03 Either party may terminate this Agreement, without cause, by giving the other party written notice as provided in this contract of termination thirty days (30) days prior to the intended termination date. SECTION 4 RIGHT OF ACCESS 4.01. During the term of this License, City or its agent shall have the right to enter upon the Licensed Premises during reasonable hours for the purpose of examining and inspecting the same and determining whether Licensee has complied with all the terms and conditions of this Agreement. Except in the event of an emergency, City shall conduct inspections during Licensee's ordinary business hours and shall use its best efforts to provide Licensee at least two (2)hours notice prior to inspection. 4.02. 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. 4.03. Licensee will permit the City's Fire Marshal or his or her authorized agents to inspect the Premises and Licensee and City will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Premises into compliance with the City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Licensee shall maintain in proper condition accessible fire extinguishers of a number and type approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. SECTION 5 TITLE AND CONSTRUCTION 5.01. The Licensed Premises are subject to any statement of facts which an accurate survey or physical inspection might show, all zoning, restrictions, regulations, rulings and ordinances, building restrictions, and other laws and restrictions now in effect or hereafter adopted by any governmental authority having jurisdiction and are licensed in their present condition without representation or warranty by City. 3 5.02. Licensee agrees that Licensee has examined the Licensed Premises prior to the execution of this Agreement and is satisfied with the physical condition of the Licensed Premises. Licensee's taking possession of the Licensed Premises shall be conclusive evidence of its receipt of the premises in a safe, sanitary, and good condition and repair, except for those conditions that the Licensee provides City written notice of prior to the execution of this Agreement. Licensee agrees that it is taking the Licensed Premises in their current "AS IS" condition with no representations or warranties of any nature whatsoever by City (except as otherwise specifically provided for in this License). SECTION 6 USE OF PREMISES; COMPLIANCE WITH LAW; EASEMENTS 6.01. Licensee is granted and shall have the right to use and occupy the Licensed Premises solely for the purposes stated in this Agreement, provided that such purpose complies with existing zoning of the Licensed Premises and the purposes stated under this Agreement. 6.02. Licensee covenants and agrees that it shall not engage in any unlawful use of the Premises. Licensee further agrees that it shall not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and Licensee immediately shall remove from the Premises any person engaging in such unlawful activities. Unlawful use of the Licensed Premises by Licensee itself shall constitute an immediate breach of this License. 6.03. Licensee will not do or suffer any waste to the Licensed Premises. Licensee shall, at its cost and expense, comply with and cause the Licensed Premises to comply with: (i) all valid federal, state, local, and other governmental laws, ordinances, rules, orders, and regulations affecting the Licensed Premises or a part thereof or the use thereof, and (ii) all rules, orders, and regulations of the National Board of Underwriters or other body exercising similar functions in connection with the prevention of fire or the correction of hazardous conditions which apply to the Licensed Premises. If applicable, Licensee shall comply with the requirements of all policies of insurance which at any time may be in force with respect to the Licensed Premises (other than any policies obtained by City and not approved in writing by Licensee) and, to the extent that Licensee has written notice thereof, with the provisions of any contracts, agreements, and restrictions affecting the Licensed Premises or a part thereof or the ownership, occupancy, or use thereof which shall have existed at the time of commencement of the Primary Term or shall have been approved in writing by Licensee. 6.04. Licensee will comply with all federal, state, and local laws, statutes and all ordinances, charter provisions, rules and regulations of the City of Fort Worth; including all rules, regulations and/or requirements of the City of Fort Worth Police and Fire Departments; and any and all requirements specifically made by the City of Fort Worth Fire Marshal in connection with this License Agreement. 4 SECTION 7 TAXES AND OTHER CHARGES; LIENS 7.01. City agrees to pay all taxes levied and assessed against the Licensed Premises and improvements during the term of the License. 7.02. Licensee acknowledges that it has no authority to engage in any act or to make any contract that may create or be the foundation for any lien upon the property or interest in the property of City. If any such purported lien is created or filed, Licensee will not permit it to remain, and will at its cost and expense promptly discharge, all liens, encumbrances, and charges upon the Licensed Premises or a part thereof, arising out of the use or occupancy of the Licensed Premises or a part thereof by Licensee, by reason of any labor or materials furnished or claimed to have been furnished, by, through or under Licensee, by reason of any construction, improvement, alteration, addition, repair or demolition of any part of the Licensed Premises. Licensee's failure to discharge any such purported lien shall constitute a breach of this License and City may terminate this License upon thirty (30) days written notice. However, Licensee's financial obligation to City to liquidate and discharge such lien shall continue in effect following termination of this License and until such a time as the lien is discharged. SECTION 8 MAINTENANCE 8.01. Licensee shall keep and maintain the Licensed Premises in a good, clean and sanitary condition at all times. Licensee covenants and agrees that it will not make or suffer any waste of the Premises. Licensee shall be responsible for all damages caused by Licensee, its agents, servants, employees, contractors, subcontractors, licensees, or invitees, and Licensee agrees to fully repair or otherwise cure all such damages at Licensee's sole cost and expense. The City shall determine whether any damage has been done, the amount of the damage, and the reasonable costs of repairing the damage. Any damage by the Licensee or others incident to the exercise of privileges herein granted shall be repaired or replaced by the Licensee to the reasonable satisfaction of the City within thirty (30) days of receipt of written notification from the City. 8.02. City shall pay all utilities and shall bear the cost of having the exterior of windows washed twice each year. 8.03. Licensee shall pay all janitorial costs related to the Licensed Premises. Licensee shall maintain the Leased Premises in accordance with the Parks and Community Services Department's "Facilities Cleanliness Standards" attached and incorporated herein, as Exhibit A. 5 8.04. During the term of this Agreement, Licensee shall notify the City in writing in reference thereto by certified mail of any conditions on the Licensed Premises that in its opinion is not in reasonably good repair and condition, reasonable wear and tear excepted, and City shall make all reasonable necessary repairs to Licensed premises. SECTION 9. IMPROVEMENTS, REPLACEMENTS, ADDITIONS, AND REMOVALS; LANDLORD'S LIEN 9.01. City hereby covenants and agrees that the Licensee may bring on to the Licensed premises any and all equipment and improvements reasonably necessary for the efficient exercise of Licensee's governmental responsibilities. 9.02. Licensee will not do or permit to be done any injury or damage to any buildings or part thereof, or permit to be done anything which will damage or change the finish or appearance of the Licensed Premises 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 Licensed Premises or fixtures of the City without the consent of the City. 9.03. Licensee agrees that, except as otherwise expressly provided herein, all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Premises shall be at Licensee's sole risk or at the sole risk of those claiming under Licensee. 9.04. Any signs necessary to indicate Licensee's name, location, and governmental purpose 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 building decor. Any special requirements of Licensee contrary to the above must be made a part of this License. 9.05. City assumes no responsibility for any property placed on the Licensed Premises or any part thereof by the Licensee or any agent, officer and/or employee of the Licensee. To the extent permitted by the constitution and the laws of the State of Texas, Licensee hereby expressly releases and discharges City from any and all liability for any property damage or loss and/or personal injury, including death, arising out of or in connection with, directly or indirectly the occupancy and/or use of the Licensed Facilities and any and all activities conducted thereon sustained by reasons of the occupancy of said buildings under this Agreement. 6 'f J 117, �a`1ti y�``..���(p�S��7((ff ����l�J��II//�{� JIJ �� SECTION 10 INDEMNIFICATION 10.01. TO THE EXTENT PERMITTED BY LAW, LICENSEE AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND,INCL UDING, B UT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCL UDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) LICENSEE'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF LICENSEE, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE LEASE OF SPACE AT THE NORTHSIDE COMMUNITY CENTER OR THE PERFORMANCE OF THIS AGREEMENT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH LICENSEE AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY INACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. SECTION 11 INSURANCE 11.01 Prior to the time Licensee is entitled to any right of access to or use of the Leased Premises, Licensee shall provide a certificate of self insurance or procure, pay for and maintain an amount and type of insurance written by companies approved by the State of Texas and acceptable to CITY. 11.02 Executed statements of self insurance or certificates of insurance and/or certified copies of policies as determined acceptable by the City, shall be delivered to City at the execution of this Agreement. SECTION 12. CONDEMNATION 12.01. If the entire Licensed Premises, or any substantial part thereof which is sufficient to render the remaining portion of the Licensed Premises untenantable for Licensee's business purposes, is to be taken by condemnation or sold under threat of condemnation by an entity, this License shall terminate. Upon receipt of a certificate signed by authorized officers of City and Licensee stating that the entire License Premises have been so taken, or that the remaining 7 portion of the Licensed Premises has been rendered untenantable by such taking for Licensee's business purposes, the Insurance and Condemnation Trustee shall assign and pay to City and Licensee, as their interests may appear, the entire award for the taking, less any expenses incurred by City in collecting such award, and such moneys shall be divided between City and Licensee as their respective interests may appear as determined by appraisement. In the event the entire Licensed Premises or any substantial part thereof which is sufficient to render the remaining portion of the Licensed Premises untenantable for Licensee's business purposes, be taken by condemnation or sold under threat of a condemnation by the City of Fort Worth, this License shall terminate. In such event City agrees to give Licensee 120 days notice to vacate and if Licensee has prepaid any rents, City will reimburse Licensee a pro rata of such prepaid rent for the unexpired term of this agreement. Such reimbursement shall be the sole recovery to which Licensee will be entitled to in the event of a condemnation or threat of condemnation. Under no circumstances shall Licensee be entitled to any damages or recovery of any costs except as provided herein. 12.02. If a portion of the Licensed Premises which is less than that described in Section 12.01 be taken by condemnation or sold under threat of condemnation by an entity other than the City of Fort Worth, Licensee shall have the option to adjust the Facilities to continue its business or to terminate this License. If Licensee elects to adjust the Facilities to continue its business, written notice thereof shall be given by Licensee to City and to the Insurance and Condemnation Trustee within ninety (90) days after such taking or sale, and the rent shall be equitably adjusted by the parties effective as of the date of the taking or sale to reflect such taking. If Licensee elects to terminate the License, written notice thereof shall be given by Licensee within ninety (90) days after such taking or sale to the City and the Insurance and Condemnation Trustee, the award or any remaining balance to which Licensee is not entitled as reimbursement for cost of adjustment, less any expenses incurred by City in collecting such award, shall be paid by the Insurance and Condemnation Trustee, upon written notice given by Licensee to City and Licensee as their respective interests may appear, and upon said monies being divided between City and Licensee this License shall terminate. SECTION 13 SUBLETTING, ASSIGNING,AND MORTGAGING 13.01. Licensee shall not assign its interest under this License without receiving the written consent of City (which shall not be unreasonably withheld), but will thereafter remain liable for all obligations herein placed on Licensee. Neither this License nor the term demised hereby shall be mortgaged by Licensee nor shall Licensee mortgage or pledge the interests of Licensee in and to any sublessee or to rental payable thereunder. 13.02. Licensee may not sublet the Licensed Premises in whole or in part without the written consent of City. 8 SECTION 14 EVENTS OF DEFAULT BY LICENSEE; REMEDIES OF CITY, AND TERMINATION 14.01. In the event one or more of the following shall happen and continue (herein called an "event of default'): (a) Licensee defaults in the payment of any of the rents provided to be paid hereunder and such default shall continue for thirty (30) days following written notification from City; (b) Licensee defaults in the observance or performance of any other provision of this Agreement which is not remedied within thirty (30) days after written notice of such default by City to Licensee properly specifying wherein Licensee has failed to perform any such provision; it being understood that if by reason of force majeure Licensee shall be rendered unable wholly or in part to carry out the obligations referred to under this clause (b), Licensee shall not be in default during the continuance of the inability claimed. The term 'force majeure" shall mean Acts of God, strikes, lockouts or other industrial disturbances, acts of public enemies, orders of any kind of the Government of the United States or the State of Texas, or any civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquake, fire, hurricanes, tornadoes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accident to machinery, transmission pipes or canals, partial or entire, failure of utilities, or any other cause not reasonably within the control of Licensee. It is understood and agreed that the settlement of strikes, lockouts, and other industrial disturbances shall be entirely within the discretion of Licensee and that the above requirements that any force majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes, lockouts, and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is unfavorable in the judgment of Licensee (however, notwithstanding the preceding, in the event that Licensee's default is of a nature that cannot reasonably be cured within thirty (30) days, no event of default will have occurred if Licensee commences to cure its default within such thirty (30) day period and thereafter proceeds with diligence to complete such cure); (c) Licensee files a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall make an assignment for the benefit of creditors, or shall consent to the appointment of a trustee or receiver for Licensee of all or any substantial part of its properties or of the Licensed Premises; (d) A trustee or receiver is appointed for Licensee or for all or any substantial part of its property without the consent of Licensee and is not discharged within ninety (90) days after such appointment, excluding any period in which such appointment shall be stayed upon appeal or otherwise; 9 (e) Ninety (90) days shall have expired after the entry by a court of competent jurisdiction of order approving a petition seeking reorganization, readjustment, arrangement, composition, or other similar relief as to Licensee under the federal bankruptcy laws or any similar law for the relief of debtors; but such period of ninety (90) days shall not include any period during which such order shall be stayed upon appeal or otherwise; (f) Any other breach of a term or obligation of this agreement; or (g) Licensee uses the Licensed Premises in an unlawful manner. 14.02. In the event of default as provided for in this Agreement in Section 14.02 (a) through (f), City may terminate this License by giving to Licensee thirty (30) days notice of City's intention so to do, in which event the Term of this License shall end, and all right, title, and interest of Licensee hereunder shall expire on the date stated in such notice. City shall have the right to enter upon and take possession of said premises, and shall have the remedies now or hereafter provided by law for recovering of rent, repossession of the premises and damages occasioned by each default. Any rights of the Licensee to the possession of the Licensed Premises shall cease on the date stated in such notice. City, in its discretion, may terminate the License immediately if Licensee uses the Premises in an unlawful manner. 14.03. In the event of default as provided for in this Agreement in Section 14.02(g), City may terminate this Agreement immediately and remove the Licensee from the Licensed Premises. 14.04. In the event of the termination of this License by City, Licensee may remove any improvements, fixtures, or other items attached to any structure on the Premises belonging to the Licensee and placed on the Licensed Premises by the Licensee, provided that Licensee shall reimburse the City for any damage to the Licensed Premises caused by the removal of any improvements or fixtures. If Licensee removed any fixtures or improvements belonging to City during the term of this Agreement, at the termination of this License, Licensee agrees to replace or reinstall any fixtures or improvements to its original place and in its original condition, as found at the beginning of this Agreement. 14.05. Within twenty (20) days following the effective date of termination or expiration, Licensee shall remove from the Premises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Premises by Licensee pursuant to this License. After such time, City shall have the right to take full possession of the Premises, by force if necessary, and to remove any and all parties and property remaining on any part of the Premises. Licensee agrees that it will assert no claim of any kind against City, its agents, servants, employees or 10 �rIT. �7 UK. representatives, which may stem from City's termination of this License or any act incident to City's assertion of its right to terminate or City's exercise of any rights granted hereunder. 14.06. No default by City hereunder will constitute an eviction or disturbance of Licensee's use and possession of the Licensed Premises or render City liable for damages or entitle Licensee to be relieved from any of Licensee's obligations hereunder (including the obligation to pay rent) or grant Licensee any right of deduction, abatement, set-off, or recoupment, or entitle Licensee to take any action whatsoever with regard to the Licensed Premises or City until thirty (30) days after Licensee has given City written notice specifically setting forth such default by City, and City has failed to cure such default within said thirty (30) day period, or if such default cannot reasonably be cured within said thirty (30) day period, then within an additional reasonable period of time so long as City has commenced curative action within said thirty (30) day period and thereafter is diligently attempting to cure such default. 14.07. No waiver by the parties to this License of any default or breach of any term, condition, or covenant of this License will be deemed to be a waiver of any other breach of the same or other term, condition, or covenant contained in this License. No provision of this License may under any circumstances be deemed to have been waived by either party to this License unless such waiver is in writing and signed by the party charged with such waiver. Licensee agrees that the receipt by City of rent with the knowledge of the breach of any covenant or condition of this License by Licensee will not be deemed to be a waiver of such breach, and no provision of this License will be deemed to have been waived by City unless such waiver is in a written instrument signed by City. SECTION 15 REMEDIES; NO WAIVER 15.01. Each right, power, and remedy of City provided for in this License shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this License, or, unless prohibited by the terms hereof, now or hereafter existing at law or in equity or by statute or otherwise, in any jurisdiction where such rights, powers, and remedies are sought to be enforced, and the exercise or beginning of the exercise by City of any one or more of the rights, powers, or remedies provided for in this License or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by City of any or all such other rights,powers, or remedies. 15.02. The failure to insist upon a strict performance of any of the covenants or agreements herein set forth or to declare a forfeiture for any violation thereof shall not be considered or taken as a waiver or relinquishment for the future of City's rights to insist upon a strict compliance by Licensee with all the covenants and conditions hereof, or of City's right to 11 declare a forfeiture for violation of any covenants or conditions if such violation be continued or repeated beyond the curative periods of time permitted in above. SECTION 16 INDEPENDENT CONTRACTOR 16.01. It is expressly understood and agreed that Licensee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative, or employee of City. Licensee shall have the exclusive right to control the details of its operations and activities on the Licensed Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees, and invitees. Licensee acknowledges that the doctrine of respondeat superior shall not apply as between City and Licensee, its officers, agents, employees, contractors and subcontractors. Licensee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Licensee. SECTION 17 HOMELAND SECURITY 17.01. If the United States Department of Homeland Security issues a Level Orange or Level Red Alert, the City, in its sole discretion, may close or postpone the opening of the community centers in the interest of public safety. SECTION 18 NON-DISCRIMINATION/DISABILITIES 18.01. Licensee, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of Licensee's use of the Licensed Premises on the basis of race, color, national origin, religion, handicap, gender, sexual orientation or familial status. Licensee further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Premises on grounds of race, color, national origin, religion, handicap, gender, sexual orientation or familial status. 18.02. In signing this Agreement, City and Licensee certify that at the time the Licensed Premises is occupied by Licensee and throughout the term of the License and any additional tenancy, City and Licensee will comply with all applicable provisions of the Americans with Disabilities Act of 1990, Public Law 101-336, 42 United States Code 12101 et seq and all applicable Texas Accessibility Requirements. 12 18.03 Any renovations necessary for the Licensed Premises to comply with all applicable provisions of the Americans with Disabilities Act of 1990, Public Law 101-336, 42 United States Code 12101 et seq and all applicable Texas Accessibility Requirements shall be made by City. SECTION 19 LICENSES AND PERMITS. 19.01. Licensee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for its operations. SECTION 20 VENUE AND JURISDICTION 20.01. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this License or of Licensee's operations on the Licensed Premises, 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 21 WAIVER, SECTION HEADINGS, AND SEVERABILITY 21.01. Neither this License nor any provision hereof may be changed, waived, discharged, or terminated orally, except by an instrument in writing, signed by the parties. This License shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 21.02. The headings in this License are inserted for reference only, and shall not define or limit the provisions hereof. 21.03. This License may be executed in several counterparts, each of which shall be an original, but all of which shall constitute one instrument. 21.04. In the event that any clause or provision of this License shall be held to be invalid by any court or competent jurisdiction,the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 13 SECTION 22 NOTICES 22.01. All notices required or permitted under this Agreement 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: LICENSEE: President, Board of Education Fort Worth Independent School District 100 University Drive, Suite 150 Fort Worth, Texas 76115 CITY: City of Fort Worth c/o Director Parks and Community Services Department 4200 South Freeway, Suite 2200 Fort Worth, Texas 76115 With a copy to: Benita Harper City Attorney's Office 1000 Throckmorton 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. 14 SECTION 23 ENTIRE UNDERSTANDING 23.01. This License expresses the entire understanding and all agreements of the parties hereto with each other and neither party hereto has made or shall be bound by any agreement or any representation to the other party which is not expressly set forth in this License. IN WIT NE S WHE OF, the p ies have executed this License Agreement in multiples, this ay of , 2007. CITY OF FORT WORTH FORT WORTH INDEPENDENT SCHOOL DIST By: By: Lib y Watson e o Johns L 4�1 Assistant City Manager Superint ndent o chools ATTEST: City Secretary APPROVED AS TO FORM AND LEGALITY: By: —�/—/,;r'1�-4�44 , enita Harper, Assistant City Attorney 15 iffy , fib, TEX. STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Libby Watson, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same as the act of the City of Fort Worth and that he executed the same as the act of the said City of Fort Worth for the purposes and consideration therein expressed and in the capacity herein stated. r � GIVEN UNDER MY HAND AND SEAL OF OFFICE, this of/' day of 2007 ROSEU A BARNES MY COMMISSION EXPIRES Notary Public in and for the State of Texas Mgmh31,2008 STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, a Notary Public in and for the State of A&44 , on this day personally appeared Dr. Melody Johnson, Ph.D., Superintendent of Schools, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was for the purposes and consideration therein expressed, as the act and deed of the Fort Worth Independent School District, and in the capacity therein stated as its authorized officer or representative. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of 6nt,�: , 2007 ,�� Z�)�'t Notary ublic in and for the State of Texas 2`PRY P m GAYLE L.WILLIAMS * . Notary Public 9 STATE OF TEXAS F My Comm.Exp.08/07/2008 16 Page 1 of City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 5/29/2007 DATE: Tuesday, May 29, 2007 LOG NAME: 80FWISDNS REFERENCE NO.: **C-22150 SUBJECT: Authorize Execution of a License Agreement at Northside Community Center for Use by the Fort Worth Independent School District Adult Education Center RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute a license agreement with the Fort Worth Independent School District Adult Education Center for the use of designated space at the Northside Community Center located at 1100 Northwest 18th Street, Fort Worth, Texas 76106, at a cost of$2,045.76 per year with two, one-year renewal options. 2. Authorize the City Manager to approve the Agreement for a one year term from June 1, 2007 through May 31, 2008. DISCUSSION: The proposed agreement will allow the Fort Worth Independent School District (FWISD) Adult Education Center to provide free instruction in the following areas: Adult Basic Education; English as a Second Language (ESL); and Adult Secondary Education classes. Recent census data shows a growing need for ESL and Adult Basic Education classes in the northside community. The educational attainment for populations 25 years of age and over in the 76106 census tract shows that 39 percent have less than a 9th grade education, while 26.8 percent have 9th to 12th grade education, but no diploma. FWISD Adult Education Center will meet a great need for the northside community. FWISD will be responsible for all allowable costs to operate the program including payment of teachers, computer lab managers, teacher aides, testers and/or instructional monitors, and vendors for instruction materials and supplies. The organization is comprised of instructors with valid Texas teacher certification and training by the Texas Education Agency and FWISD/North Central Texas Consortium. Services will be available to citizens 18 years of age or older, not currently enrolled in school; 17 year olds may be admitted only with an official letter of withdrawal from their respective school district and parental permission. FWISD Adult Education Center will have partial use of the facility during the Center's operating hours from 8:00 a.m. to 8:00 p.m., Monday through Friday. The Center will be closed and unavailable for use on Sunday's. The term of the agreement will begin June 1, 2007, and end May 31, 2008, for a rental rate of$2,045.76 per year with two, one-year renewal options. The project is located in COUNCIL DISTRICT 2. http://www.cfwnet.org/council_packet/Reports/mc_print.asp 8/21/200' Page 2 of FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Revenue Office of the Finance Department will be responsible for the collection and deposit of funds from this agreement. TO Fund/Account/Centers FROM Fund/Account/Centers GG01 465255 0800522 $2,045.76 Submitted for City Manager's Office by: Libby Watson (6183) Originating Department Head: Melody Mitchell (Acting) (5704) Additional Information Contact: Sonia Singleton (5774) httD://www.cfwnet.orL,/council Dacket/Renorts/mc Drint.asD 8/21/200'