HomeMy WebLinkAboutContract 53113 CITY SECRETARY
CONTRACT NO.
FORTWORTH
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ct ct�s��R LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is made and entered into as of the date of
execution set forth in the last paragraph of this agreement,by and between the CITY OF FORT WORTH,
Texas, a home-rule municipal corporation of the State of Texas,acting by and through its duly authorized
representative("City"),and FORT WORTH PUBLIC LIBRARY FOUNDATION("Licensee")acting by
and through its duly authorized representative.
WHEREAS, City owns a certain piece of property known as the Central Library located at 500
W. 3rd Avenue,Fort Worth, Texas 76102; and
WHEREAS, Licensee has requested, and City agrees to grant to Licensee, the use of an office
space inside the Central Library as indicated in Exhibit A("Property")to be used for office purposes, and
WHEREAS,the Parties based on the performance of the mutual covenants and agreements herein
contained and in consideration of the payment by the Licensee to the City,it is mutually agreed as follows:
1. PROPERTY
City hereby grants a non-exclusive license to Licensee for use of the Property as an office for the
purpose of giving the Foundation a space to conduct non-profit business to support the City Public
Library. Subject to the terms of this Agreement and the following conditions, limitations and
restrictions listed below, Licensee may occupy and use the Property to receive mail and conduct
business of the Foundation that furthers its goal of supporting the Fort Worth Public Library. City
retains the right to request Licensee relocate to a different location within the Central Library if
necessary for any reason at all in the sole discretion of the City, and such relocated spot will then
become the Property for purposes of this Agreement without any penalty in any form.
2. TERM
A. The primary term of this Agreement shall commence on the execution date and be for a period
of three (3) years, unless otherwise terminated ("Term").
B.This Agreement may be renewed for five(5)successive one-year renewals by mutual agreement
(each a"Renewal Term").
C. Either party may terminate this Agreement, with or without cause and without any penalty, by
giving the other party written notice -thirty (30) days prior to the intended termination date.
OFFUAL RECORID
CITY SECRETARY
LICENSE AGREEMENT FT. WORTH, TX
FORT WORTH PUBLIC LIBRARY FOUNDATION
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3. LICENSE FEE AND CONSIDERATION
A. License Fee. Licensee shall pay to the City§1 per year for the use of the Property ("License
Fee") which includes the cost of electricity during the Term. The License Fee is due to City
on or before September 20th of each year. If the payment of fees is not received by the City
as provided herein,then after five(5)days of written notice from the City,all amounts due and
payable to City hereunder shall bear interest from the date the payment of fees was due until
paid, at a per annum rate of interest equal to the lesser of(a) eighteen percent(18%) or(b)the
highest non-usurious rate permitted by applicable law.
B. Payment Methods. All payments are due and payable in cash, certified or cashier's check,
company check, money order, or credit card acceptable to the City and made payable to the
City of Fort Worth,Texas, and shall be mailed or delivered to the person and address set forth
in the notice section of this Agreement. To the extent that Licensee provides the City with a
credit card or a credit card is required by this Agreement, Licensee hereby authorizes the City
to charge Licensee's credit card for any and all balances owed to the City by the Licensee that
have not been paid within ten(10)calendar days of the applicable due date set forth herein.
C. Consideration. The Parties hereby agree as a condition precedent to signing this License that
this License is based on good and valuable consideration. Specifically,City recognizes that the
License Fee paid by Licensee in addition to Licensee's continued activities and financial
support to the Fort Worth Public Library is sufficient to justify the duties City promises to
perform hereunder. Licensee recognizes that the amount space provided, including all utilities
and services, for the License Fee is sufficient to justify the duties Licensee hereby promises to
perform hereunder.
4. ACCEPTANCE OF PROPERTY
Licensee agrees that Licensee has examined the Property prior to the execution of this Agreement
and is satisfied with the physical condition of the Property. Licensee's taking possession of the
Property for the purpose outlined shall be conclusive evidence of its receipt of the Property in a
safe, sanitary and sightly condition and in good repair, except for those conditions which the
Licensee provides City written notice of before Licensee takes possession of the Property.
Alterations, Additions, Improvements, and Signage. Licensee shall make no alterations on or
additions to, the property without the prior written consent of City. All alterations shall be at the
sole expense of the Licensee.
6. CARE OF PROPERTY
A. Licensee, at Licensee's own expense, shall keep the Property and maintain all equipment
and other properties of City in a safe, sanitary, sightly condition and in good repair, and
shall restore and yield said Property, and all other properties belonging to the City back to
City at the expiration or termination of the Agreement in good or better condition as existed
at the commencement of this Agreement and in which Licensee found them,ordinary wear
LICENSE AGREEMENT
FORT WORTH PUBLIC LIBRARY FOUNDATION
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and tear(including damage by acts of God or other causes beyond the control of Licensee)
excepted.
B. 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 Property 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 Property or to any of the furnishings or fixtures of
the City without the written consent of the City.
C. Subject to ordinary wear and tear,Licensee will pay the costs of repairing(to its condition
immediately preceding the occurrence of such damage)any damage which may be done to
the Property. The City shall determine, in its sole discretion, whether any damage has
occurred,the amount of the damage and the reasonable costs of repairing the damage, and
whether, under the terms of the Agreement, the Licensee is responsible. City shall be the
sole judge of the quality of the maintenance and/or damage of the Licensed Property,
furnishings,fixture or furniture by the Licensee. The costs of repairing any damage to the
Property shall be immediately due and payable by the Licensee upon Licensee's receipt of
a written invoice from the City.
D. In licensing the Property, City does not relinquish the right to control the management of
the Property,or the right to enforce all necessary and proper rules for the management and
operation of the same. City, through its Manager, police and fire personnel and other
designated representatives, has the right at any time to enter any portion of the Property
(without causing or constituting a termination of the privilege or an interference for the
possession of the Property by the Licensee) for any purpose, provided this shall not
authorize or empower City to direct the activities of the Licensee or assume liability for
Licensee's activities.
7. RIGHT OF ACCESS
7.01. During the term of this Agreement, City or its agent shall have the right to enter into and
upon the Property 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.
7.02. 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.
7.03. Licensee will permit the City`s Fire Marshal or his or her authorized agents to
inspect the Property, 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 Property into compliance with the
City of Fort WorthFire Code and Building Code provisions regarding fire safety, as such provisions
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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.
8. EQUIPMENT
8.01. All equipment owned by Licensee must be maintained in a safe, sanitary and sightly
condition and in good repair during the term of the Agreement. Upon the expiration or earlier
termination of the Agreement, all equipment owned by the Licensee must be removed from the
Property immediately. No equipment may be left on the Property. Any equipment or other
property left by the Licensee for over thirty (30) calendar days will be considered abandoned and
will become the property of the City and the City will dispose of the property as it deems
appropriate. Any equipment used by the Licensee and owned by the City must be returned to the
City in the same or better condition than when received by Licensee.
8.02. Licensee will supply all of their own equipment,fixtures,and furniture for the office space.
The City is not responsible for providing technology, such as computers, phones, fax or copy
machines.
9. PROPERTY LOSS
City assumes no responsibility for any property or equipment placed on the Property or any part
thereof by the Licensee or any agent, officer, and/or employee of the Licensee. Licensee hereby
expressly releases and discharges City from any and all liability for any equipment 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 Property and any and all activities
conducted thereon sustained by reasons of the occupancy under this Agreement.
Section 9 shall survive the expiration or termination of this License.
10. REMOVAL OF DISORDERLY PERSONS
City, through its Director, police and fire personnel and other designated representatives, retains
the right to remove from the Property any and all such employees, agents and/or officers of
Licensee and the right,with its officers and agents, including its police officers,to eject any person
or persons from the Property or any other of its Property. In the event of the exercise of this
'authority, Licensee hereby waives any and all claims for damages against the City on account of
said removal..
11. UTILITIES
City agrees to furnish the necessary light and existing electrical power for the Property and
electricity for ordinary use of the equipment only. City shall not be responsible for accidents and
unavoidable delays. Regardless of anything to the contrary in this Agreement, in the event City is
unable to provide utilities as outlined in this Agreement, Licensee's only remedy available is
termination of this Agreement. City shall not be responsible for any damage, lost revenue, or lost
profits associated with the City's failure to provide utilities as outlined in this Agreement.
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It is understood that the City enforces the adopted National Electrical Code to ensure the public is
not exposed to electrical hazards.
The Licensee will be responsible for any additional utility needs, such as internet and telephone
access.
12. NON-SMOKING FACILITY
Licensee understands that the Property is a NON-SMOKING FACILITY and agrees to ensure that
no smoking or use of any tobacco product is used on the Property.
13. OBSTRUCTIONS
The Property shall not be obstructed or caused to be obstructed by Licensee,or caused or permitted
to be used for any purpose other than ingress or egress to and from the Property as allowed under
this Agreement.
14. PARKING
City is not providing free or reduced parking to Licensee for use of the Property under this
Agreement.
15. GENERAL INDEMNIFICATION
(a) LICENSEE SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND
AND HOLD HARMLESS CITY AND CITY'S EMPLOYEES, REPRESENTATIVES,
OFFICERS, 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(INCLUDING,BUT NOT
LIMITED TO, ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY
RESULTING LOST PROFITS) (1) RELATING TO THE USE OR OCCUPANCY OF
THE FACILITY BY LICENSEE,ITS EMPLOYEES,PATRONS,AGENTS,INVITEE,
LICENSEES AND ANY PARTY USING THE FACILITY OR (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 INVITEE,
LICENSEE,EMPLOYEE, DIRECTOR, OFFICER, SERVANT, OR CONTRACTOR
OF LICENSEE, OR ANYONE LICENSEE CONTROLS OR EXERCISES CONTROL
OVER OR(3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY
COVENANT OF LICENSEE UNDER THIS AGREEMENT (COLLECTIVELY,
"LIABILITIES"), 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.
(b) IT IS AGREED WITH RESPECT TO ANY LEGAL LIMITATIONS NOW OR
HEREAFTER IN EFFECT AND AFFECTING THE VALIDITY OR
ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATION UNDER THIS
LICENSE AGREEMENT
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PARAGRAPH 25, 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.
(c) If more than one Licensee is named under this Agreement, the obligation of all such
Licensees shall be, and is joint and several.
Section 15 shall survive the expiration or termination of this License.
16. INSURANCE
Prior to the time Licensee is entitled to any right of access to or use of the Property,Licensee shall
procure,pay for and maintain the following insurance written by companies approved by the State
of Texas and acceptable to the Director. The following insurance shall be evidenced by delivery
to the Director of executed certificates of insurance or certified copies of policies, whichever is
acceptable to the Director.
A. Commercial General Liability (CGL)Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
B. Workers' Compensation Insurance
i. Part A: Statutory Limits
ii. Part B: Employer's Liability
a) $100,000 each accident
b) $100,000 disease-each employee
c) $500,000 disease-policy limit
Additional Requirements
A. Such insurance amounts shall be revised upward at the Director'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.
B. To the extent permissible by applicable law,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.
C. All policies shall include a Waiver of Subrogation (Right of Recovery) in favor of
the City of Fort Worth.
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D. Any failure on part of Director 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.
E. 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 the Director 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-: VIII or other equivalent
insurance industry standard rating otherwise approved by the Director.
F. Deductible limits on insurance policies shall not exceed $10,000 per occurrence
unless otherwise approved by the Director. Deductibles shall be listed on the
certificate of insurance.
G. 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, then such requirements shall prevail.
H. 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 contractors and subcontractors to have City and Licensee endorsed
as additional insureds (as their interest may appear) on their respective insurance
policies.
1. The term of insurance is for the duration of the License Period, which includes the
period from the right of access to set-up through the period allowed for removal of
property.
J. The Licensee is responsible for providing the City with a thirty (30) calendar day
notice of cancellation or non-renewal of any insurance policy and may not change
the terms and conditions of any policy that would limit the scope or coverage, or
otherwise alter or disallow coverage as required herein.
K. Any self-insured retention in excess of $25,000.00, affecting required insurance
coverage, shall be acceptable to and approved by the Director in regards to asset
value and stockholders' equity. In lieu of traditional insurance,alternative coverage
maintained through insurance pools or risk retention groups,must also be approved
by the Director.
L. The company issuing the insurance policy shall have no recourse against the City
of Fort Worth for payment of any premiums or assessments for any deductibles that
all are at the sole risk of Licensee.
M. For purposes of this insurance section,the terms "Owner", "City" or"City of Fort
Worth" shall include all authorities, boards, bureaus, commissions, divisions,
departments, and officers of the City and the individual members, representatives,
officers, employees, and agents thereof in their official capacities and while acting
on behalf of the City of Fort Worth,
LICENSE AGREEMENT
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N. Coverage shall be written on a Per Occurrence basis and the policy shall include
Broad Form Property Damage Coverage with an insurance company satisfactory to
the Director. If insurance policies are not written for specified coverage limits, an
Umbrella or Excess Liability insurance for any differences is required. When
required,Excess Liability shall follow the form of the primary coverage.
O. If coverage is underwritten on a claims-made basis, the retroactive date shall be
coincident with or prior to the date of the License Period and the certificate of
insurance shall state that the coverage is claims-made and the retroactive date. The
insurance coverage shall be maintained for the duration of the Agreement and for
five (5) years following termination or expiration of the Agreement. An annual
certificate of insurance submitted to the City shall evidence such insurance
coverage.
P. Certificates of Insurance shall be delivered to the Fort Worth Public Library, 500
W Td St,Fort Worth,Texas 76102,evidencing all the required coverages,including
endorsements.
Licensee hereby waives subrogation rights for loss or damage against City,and its officers,agents,
representatives, servants, and employees for personal injury(including, but not limited to,death),
property damage, and any other loss.
Licensee shall not do or permit to be done anything in or upon any portion of the Property,or bring
or keep anything therein or thereupon that will in any way conflict with the conditions of any
insurance policy upon the Property or any part thereof, or in any way increase the rate of fire
insurance upon the Property or on property kept therein, or in any way obstruct or interfere with
the right of the other tenants of the Property, or injure or annoy them.
Notwithstanding anything to the contrary, City may terminate this Agreement immediately upon
the failure of the Licensee to provide acceptable documentation of insurance as required herein.
17. COMPLIANCE WITH LAW
It is agreed that Licensee will comply with all federal, state,and local laws, statutes including,but
not limited to, all ordinances, charter provisions, rules and regulations of the City of Fort Worth;
including all rules, regulations and requirements of the City of Fort Worth Public Events,Health,
Police and Fire Departments; and any and all requirements specifically made by the City of Fort
Worth Fire Marshal. Licensee agrees to obey any other regulations of any municipal authority of
the City of Fort Worth.
Licensee will obtain and pay for,all necessary permits, licenses, and taxes from any governmental
agency with jurisdiction thereof and to pay lawful taxes and keep permits and licenses current and
up to date. Licensee will not do or suffer to be done anything on said Property during the terms of
this License in violation of any such laws, statutes, ordinances, rules, regulations, charter
provisions, directives or requirements. If the City calls the attention of Licensee to any such
violation on the part of said Licensee or any person employed by or admitted to said Property by
Licensee,Licensee will immediately desist from and correct such violation or vacate the Property.
18. AMERICANS WITH DISABILITIES ACT (ADA)
LICENSEE SHALL NOT MOVE OR INTERFERE IN ANY WAY WITH
ACCESSIBILITY TO ADA PROPERTY, SUCH AS, BUT NOT LIMITED TO,
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WHEELCHAIR ACCESS. LICENSEE INDEMNIFIES THE CITY FOR ANY AND ALL
CLAIMS AND LIABILITIES ARISING OUT OF LICENSEE'S DUTIES UNDER THE
REQUIREMENTS OF ADA AND THIS SECTION.
Section 18 shall survive the expiration or termination of this Agreement.
19. FORCE MAJEURE
Force Majeure shall include, but not be limited to, acts of God, acts of the public enemy, war,
insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts,
tornadoes, hurricanes, arrests and restraints of governments and people, explosion and other
occurrences or conditions of like nature.
If either party is rendered unable, wholly or in part, by Force Majeure to carry out any of its
obligations under this Agreement,it is agreed that on such party's giving notice and full particulars
of such Force Majeure as soon as practicable, but no later than seven(7)days after the occurrence
of the cause relied upon,the obligations of the party giving such notice,to the extent it is affected
by Force Majeure, shall be suspended during the continuance of the Force Majeure.
If a Force Majeure causes the License period to be cancelled in whole or in part, and the affected
party complies with this Section regarding notice,the Licensee shall owe the City the license fee.
20. ASSIGNMENT OR SUBLICENSE PROHIBITED
Licensee shall not assign or sublicense this Agreement nor suffer any use of the Property other
than herein specified.
21. EVENTS OF DEFAULT
The following events shall be deemed to be events of default ("Events of Default") by Licensee
under this Agreement:
A. Licensee fails to pay the License Fee when due or any other payment of reimbursement to
City required hereunder;
B. Licensee attempts to assign or does assign this Agreement;
C. Licensee vacates the use of the Property;
D. Licensee becomes insolvent or makes a transfer in fraud of creditors, or makes an
assignment for the benefit of creditors; or
E. Licensee fails to comply with any term,provision or covenant of this Agreement.
22. TERMINATION
In addition to the rights to terminate this Agreement contained in Section 2(C), City shall have the
right to terminate this Agreement upon the occurrence of any Events of Default, or in the event
that Licensee fails to timely take any action required under the terms of this Agreement, if the City
provides Licensee with written notice of the claims default or failure to act and Licensee does not
remedy the default within five(5)business days or prior to the start of the term of this Agreement,
whichever is earlier.
If any Events of Default occur by the Licensee during the term of this Agreement, City shall have
the option to terminate this Agreement immediately after written notice of such default and a
reasonable time to cure, such time to be subject to the Director's reasonable discretion. Licensee
shall immediately surrender the Property to City and, if Licensee fails to do so, City may,without
prejudice to any remedy, enter upon and take possession of the Property and remove Licensee and
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any other person who may be occupying the Property by force, if necessary, without being liable
for the prosecution or any claim of damages therefore. Licensee agrees to pay to City any
undisputed amount of all loss and damage that City may suffer by reason of such termination
within thirty(30)calendar days after written demand by the City.
City may, as a result of cancellation or termination, and at its discretion, relet the entire Property
or relet any building or any portion of any building of the Property that is determined by the City
not to be in substantial use by the Licensee and receive the rent therefore. Except as otherwise set
forth in this Agreement, Licensee shall not be entitled, under any circumstances, to any offset or
any excess rental fees received by City as a result of reletting, and Licensee hereby waives any
claim to such excess rental amounts.
No pursuit of any remedy by City constitutes a forfeiture or waiver of any rent or Licensee Fee
due to City or of any damages accruing to City by reason of the violation of any of the terms,
provisions, and covenants herein contained. No act or thing done by City or its officers, agents,
representatives, or employees during the term of this Agreement shall be deemed a termination of
the Agreement or an acceptance of the surrender of the Property, and no agreement to terminate
this Agreement or accept a surrender of the Property shall be valid unless in writing signed by
City. City's acceptance of the payment of rental or other payments after the occurrence of any
Events of Default shall not be construed as waiver of such default,unless City notifies Licensee in
writing. Any act by City to enforce one or more of the remedies herein provided upon the Events
of Default shall not be deemed or construed to constitute a waiver of such default or of City's right
to enforce any such remedies with respect to such default or subsequent default.
23. NOTICES
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. If more than one Licensee is named in this contract,
service of any notice on any one of the Licensees shall be deemed service on all Licensees. Any
notice so given shall be deemed to have been received when deposited in the United States mail
so addressed with postage prepaid:
CITY:
Director of the Fort Worth Public Library
500 W 3`d St.
Fort Worth,Texas 76102
And to:
Lease Manager
Property Management
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
With a copy to the City Attorney at the same address.
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LICENSEE:
Fort Worth Public Library Foundation
500 W 3rd St
Fort Worth,TX 76102
24. SOLE AGREEMENT
This written instrument constitutes the entire Agreement by the parties hereto concerning the
License of the Property and obligations of the parties and any prior or contemporaneous oral or
written agreement which purports to vary from the terms hereof,shall be void.It is understood and
agreed that all the provisions of this License Agreement are applicable except where specifically
modified by Addendum, in which case such Addendum shall apply.
25. AMENDMENT
This Agreement cannot be modified or amended without the written consent of all the parties
hereto and attached and made a part of this Agreement.
26. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, legal representatives, successors and, except as
otherwise provided in this contract, their assigns.
27. GOVERNING LAW AND VENUE
If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of
this Agreement,venue for such action shall lie in state courts located in Tarrant County, Texas or
the United States District Court for the Northern District of Texas-Fort Worth Division. This
Agreement shall be construed in accordance with the laws of the State of Texas.
28. INDEPENDENT CONTRACTOR/NO PARTNERSHIP
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 agent, representative or employee of the
City.Subject to and in accordance with the conditions and provisions of this Agreement,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 officers, agents, servants, employees, contractors
(except the City), and subcontractors. Licensee acknowledges that the doctrine of respondeat
superior shall not apply as between the City, its officers, agents, servants and employees, and
Licensee, and its officers, agents, employees, servants, 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. It is further,understood that the City shall in no way
be considered a Co-employer or a joint employer of Licensee or any officers, agents, servants,
employees,contractors,or subcontractors of Licensee.Neither Licensee,nor any officers,agents,
servants, employees, contractors, 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 its officers, agents, servants,
employees, contractors, or subcontractors. Licensee shall also be responsible and liable for any
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and all acts or omissions of Licensee and its officers, agents, servants, employees, contractors,
and subcontractors.
Licensee represents and warrants that all of its officers, agents, servants,employees,contractors,
and subcontractors who perform any services under this Agreement are qualified and competent
to perform such services. The Director reserves the right to refuse to permit any officer, agent,
servant, employee, contractor, or subcontractor of Licensee from providing service under this
Agreement for any reason, provided that if the conduct of the any such individual or entity is
correctable, Licensee shall have first been notified of the objectionable conduct and shall have
had the opportunity to correct it.
29. SEVERABILITY AND CAPTIONS
In case any one or more of the provisions contained in this Agreement are held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision hereof and this contract shall be considered as if such invalid, illegal or
unenforceable provisions were never contained herein. Captions and headings used in this
Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
30. WAIVER AND NO THIRD-PARTY RIGHTS
The failure of either party to insist upon the performance of any term or provision of this
Agreement 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.
The provisions and conditions of this Agreement 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.
31. COUNTERPARTS AND ELECTRONIC SIGNATURES
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the
same. An executed Agreement, modification, amendment, or separate signature page shall
constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and
reflects the signing of the document by any party. Duplicates are valid and binding even if an
original paper document bearing each party's original signature is not delivered.
32. GOVERNMENTAL POWERS
It is understood that by execution of this Agreement,the City does not waive or surrender any of
it governmental powers or immunities.
33. AUDIT
Licensee agrees that the City shall, until the expiration of three (3) years after the termination or
expiration of this Agreement,have access to and the right to examine any directly pertinent books,
documents, papers, and records of Licensee involving transactions relating to this Agreement.
Instructor agrees that the City shall have access during normal working hours to all necessary
Licensee Property and shall be provided adequate and appropriate workspace in order to conduct
audits in compliance with the provisions of this section. City shall give Instructor reasonable
advance notice of intended audits.
LICENSE AGREEMENT
TORT WORTH PUBLIC LIBRARY FOUNDATION
Page 12 of 15
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
Property 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 33 shall survive the expiration or termination of this License.
34. SIGNATURE AUTHORITY AND REVIEW OF COUNSEL
The person signing this Agreement, and any amendments or addenda hereto,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. Each party is fully entitled to rely on these warranties and
representations in entering into this Agreement or any amendment hereto.
The parties acknowledge that each party and its counsel have reviewed 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 hereto.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE FOLLOWS]
LICENSE AGREEMENT
TORT WORTH PUBLIC LIBRARY FOUNDATION
Page 13 of IS
EXECUTED on the_ day of E r"� ,2019 in Fort Worth,
Tarrant County,Texas.
City of Fort Worth, Texas Licensee:
Jesus J. Chapa Andrea Ash
Assistant City Manager CEO,Fort Worth Public Library Foundation
RE MMENDED:
M ya Shorr,Director
Library Department
CITY OF FORT WORTH USE ONLY
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and dministration of this contract, including
en wring all performa a nd reporting requirements.
Marily Marv'
Assist at Dir cto of System-Wide Services
APPROVED O FO LEGALITY:
Jo Ann P
Attorne V OR T
A ST:
Mary Kayser
City Secretary
M&C N/A
Date N/A
OFFICIAL RECORD
CITY SECRETARY
LICENSE AGREEMENT FT. WORTH,TX
FORT WORTH PUBLIC LIBRARY FOUNDATION
Page 14 of 15
EXHIBIT A
PROPERTY-Marked area(1,520 square feet)
SECOND SIAEET
I -
O • - e - .4.. �..
�..� VCR
Y
i�
r nnvr
iHRD iTAEET �P
FIRST FLOOR-CENTRAL LIBRARY •• _ _ ®-ungMaxEDeFACE�+n.mr+�......�-...n." +t1'
tnr iO1T voin� 500 WEST THIRD STREET nrnurmm�roA n,�anun�.oa[oM-rum xorre�wummnax L---I=UBRAnY F°UMDArbN
FORT WORTH,TEXAS 76102 DATE? 27 JULY 2009 O=cFwuDA�wrsF�ce -ueFecorruxw�7iDNe
LICENSE AGREEMENT
FORT WORTH PUBLIC LIBRARY FOUNDATION
Page 15 of 15