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HomeMy WebLinkAboutContract 39972CITY SECRETARY. CONTRACTNO. ��� LICENSE AGREEMENT BETWEEN CITY OF FORT WORTH AND FORT WORTH JUNIOR GOLF FOUNDATION, INC. DBA THE FIRST TEE OF FORT WORTH THIS LIC SE AGREEMENT ("License") is made and entered into this the day of , 20,01, by and between the CITY OF FORT WORTH, a home -rule municipal corporation of the State of Texas (the "CITY"), acting by and through its duly authorized Assistant City Manager, and FORT WORTH JUNIOR GOLF FOUNDATION, INC. DBA THE FIRST TEE OF FORT WORTH, a Texas non-profit corporation (the "FOUNDATION"), acting by and through its duly authorized Executive Director. ARTICLE 1. PREMISES § 1.01. Licensed Premises. In consideration of the mutual covenants and agreements of this License, and other good and valuable consideration, CITY grants FOUNDATION a nonexclusive license to use the storage facility at Rockwood Golf Course to store four (4) utility vehicles. ARTICLE 2. TERM §2.01. Term. This License shall govern the two-year period commencing on July 16, 2008, and concluding on July 15, 2010 ("Term"), unless terminated sooner as provided in the License. The License may be renewed thereafter for up to one additional twelve-month terms ("Renewal Terms") by written mutual agreement between the parties, provided that FOUNDATION requests the renewal in writing to CITY at least thirty (30) days prior to the expiration of the Term. §2.02. Termination. This License may be terminated by either party, with or without cause, by providing the other party with written notice thirty (30) days prior to the intended termination date. §2.03 Disposition of Personal Property. FOUNDATION shall remove all of its personal property from the Licensed Premises within the thirty (30) days of date on which this License expires or is terminated. Any personal property of FOUNDATION remaining on the Licensed Premises more than thirty (30) days subsequent to the termination or expiration of the License shall be deemed abandoned by FOUNDATION and become the property of CITY. §2.04. Holdover Tenancy. Unless the parties exercise the renewal option specified in §2.01, this License will expire without further notice when the Term specified in §2.01 expires. If FOUNDATION holds over and continues in possession of the Licensed Premises after the Term expires without a formal renewal, FOUNDATION will be considered to be occupying the Licensed Premises at will subject to all the terms of this License. ARTICLE 3. USE OF LICENSED PREMISES §3.01. Permitted Use of Licensed Premises. FOUNDATION may use the Licensed R k" Premises only for the purpose of storing utility vehicles and other equipment as approved by the L__.,.....i.___.s..„....___. dd ffif ksj CH, License Agreement Between CM and The First Tee of Fort Worth 1 of CITY. The Licensed Premises may not be used for any other purpose without the written consent of CITY. §3.02. No Hazardous or Toxic Substances. Under no circumstances during the Term and extension of this License will FOUNDATION use or cause to be used in the operations on the Licensed Premises any hazardous or toxic substances or materials, or store or dispose of any such substances or materials on the Licensed Premises. §3.03. Illegal Use Not Permitted. FOUNDATION may not use any part of the Licensed Premises for any use or purpose that violates any valid and applicable law, regulation, 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 over the Licensed Premises. §3.04. Condition of Licensed Premises. FOUNDATION accepts the Licensed Premises in their present condition, finds them suitable for the purposes intended and further acknowledges that it is thoroughly familiar with such condition by reason of a personal inspection and does not rely on any representations by CITY as to the condition of the Licensed Premises or their suitability for the purposes intended. ARTICLE 4. RENT §4.01. Rent. Until June 30, 2009, FOUNDATION will pay CITY the sum of Forty and No/100 Dollars ($40.00) per month as rental. Beginning July 1, 2009, FOUNDATION will pay CITY the sum of Forty -Eight and No/100 Dollars ($48.00) per month as rental. The parties agree that all consideration detailed in this License fairly compensates CITY for the license granted by CITY, and CITY acknowledges receipt and acceptance of this consideration. Payment of the rental shall be made at the administrative offices of the Parks and Community Services Department of the City of Fort Worth located at 4200 South Freeway Suite 2200, Fort Worth, Texas 76115. FOUNDATION may, at its option, pay the entire rental due under this License in one lump sum payment of Four Hundred and Eighty Three and 88/100 Dollars ($483.88) at the beginning of the Term. If any renewal term is exercised by the Parties, payment of rental may be made in the same manner as prescribed herein. FOUNDATION may at its sole option pay the entire rental for a Renewal Term in one lump sum payment of Five Hundred and Seventy -Six and No/100 Dollars ($576.00) at the beginning of the Renewal Term ARTICLE 5. RELEASE AND INDEMNIFICATION §5.01. Theft, Damage, or Destruction of FOUNDATION'S Property. FOUNDATION hereby covenants and agrees that CITY shall in no way nor under any circumstances be responsible for any property placed on the Premises belonging to FOUNDATION, its members, employees, agents, contractors, subcontractors, invitees, licensees, or trespassers that may be stolen, destroyed, or in any way damaged. FOUNDATION hereby indemnifies and holds harmless CITY from and against any and all such claims. The CITY does not guarantee police protection and will not be liable for any loss or damage sustained by FOUNDATION its members, employees, agents, contractors, subcontractors, invitees, licensees, or trespassers on any portion of the Licensed Premises. License Agreement Between CFW and The First Tee of Fort Worth 2 of 8 §5.02 General Indemnification. FOUNDATION covenants and agrees to and does hereby indemnify, hold harmless, and defend, at its own expense, the City, its officers, agents, servants, and employees, from and against any loss, damage, claim, or injury of any kind to any person or property, including but not limited to, Workers' Compensation Act liability, lost profits, property damage, and personal injury, including death, to any and all persons, of whatsoever kind or character, whether real or asserted, arising out of the use or occupation of the Licensed Premises by FOUNDATION. THIS INDEMNITY PROVISION (INCLUDING, WITHOUT LIMITATION, INDEMNITY FOR COSTS, EXPENSES AND LEGAL FEES) IS SPECIFICALLY INTENDED TO OPERATE AND BE APPLICABLE EVEN IF IT IS ALLEGED OR PROVED THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED AS A WHOLE OR IN PART BY 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. ARTICLE 6. INSURANCE §6.06 Insurance Required Related to On -Going Occupancy and Use of the Licensed Premises. FOUNDATION shall obtain and maintain the following types of insurance and limits of coverage throughout the Term of this License and any renewal term: (a) Worker's Compensation. FOUNDATION shall obtain and maintain statutory worker's compensation insurance, including employer s liability with a limit not less than $500,000. (b) Commercial General Liability. FOUNDATION shall obtain and maintain commercial general liability insurance at a limit of not less than $1,000,000 per occurrence and $2,000,000 aggregate. (c) Business Automobile Liability. FOUNDATION shall obtain and maintain business automobile liability insurance at a limit of not less than $1,000,000 combined single limit per occurrence (d) Certificates of Insurance. FOUNDATION shall furnish the CITY with certificates of insurance evidencing the insurance coverages required by this Section prior to occupying the Licensed Premises. FOUNDATION shall name the City, its officers, agents and employees as additional insureds on relevant policies and obtain such coverage through insurance companies admitted or approved to issue the coverage in the State of Texas with an AM Best rating of A:VII. FOUNDATION hereby waives subrogation rights for loss or damage against the CITY, its officers, agents and employees for personal injury (including death), property damage or any other toss. All policies shall provide thirty (30) days' notice of cancellation to the CITY. The CITY, at its sole discretion, reserves the right to make reasonable adjustments to insurance coverages required herein. CITY shall have no responsibility for any costs associated with the required insurance. License Agreement Between CFW and The First Tee of Fort Worth 3 of 8 ARTICLE 7. DEFAULT AND REMEDIES §7.01. Termination on Default. a. The following shall be deemed events of default by FOUNDATION under this License: i. FOUNDATION fails to pay any of the License rental when due or any other payment of reimbursement to CITY required hereunder' ii. FOUNDATION attempts to assign this License without the prior written consent of CITY, iii. FOUNDATION makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors' or iv. FOUNDATION fails to comply with any term, provision or covenant of this License If FOUNDATION defaults in performing any covenant or term of this License and does not correct the default within thirty (30) days after receipt of written notice from CITY to FOUNDATION or an additional reasonable period if FOUNDATION is proceeding with diligence to cure the default, CITY may declare this License, and all rights and interest created by it, immediately terminated. §7.02. Other Remedies. Any termination of this License as provided in this Section will not relieve FOUNDATION from paying any sum or sums due and payable to CITY under the License at the time of termination, or any claim for damages then or previously accruing against FOUNDATION 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 FOUNDATION 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 any 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. ARTICLE 8. GENERAL PROVISIONS §8.01. No Partnership or Joint Venture. FOUNDATION shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of the CITY. FOUNDATION shall have the exclusive control of, and the exclusive right to control, the work designated to FOUNDATION to be performed hereunder and all persons performing the same. FOUNDATION shall be solely responsible for the acts and omissions of its officers, agents, servants, contractors subcontractors, and employees. Neither Party shall be responsible under the Doctrine of Respondeat Superior for the acts or omissions of the other Party, its officers, agents, servants, contractors, subcontractors, or employees. It is understood and agreed that the CITY is not involved as a party to any activities that may be carried on by FOUNDATION pursuant to this License. FOUNDATION 'acknowledges itself solely responsible for such activities and for all persons and property involved or used in connection with FOUNDATION's use of the Licensed Premises. Provided, however, that no provision of this License shall operate or be construed as a waiver by either party of any immunity from suit or liability that it has or that could be asserted under the doctrine of governmental immunity or any other immunity available under law as against any third party. Nothing contained in this License shall be License Agreement Between CFW and The First Tee of Fort Worth 4 of 8 construed as the creation of a partnership or joint enterprise between the CITY and FOUNDATION. §8.02 Prohibition Against Assignment. FOUNDATION is prohibited from assigning its rights under this License or subletting the Licensed Premises or any part thereof without the prior written consent of CITY Any attempted assignment or sublease without CITY'S consent shall be void. §8.03 Notice. Any notice, demand, request, or other communication hereunder given or made by either party to the other shall be in writing and shall be deemed to be delivered whether actually received or not when deposited in the United States mail postage prepaid certified or registered mail, return receipt requested, addressed to the parties hereto at the respective addresses set out below, or at such other address as they may hereafter specify by written notice so given. a. If to City: City Manager City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 b. If to FOUNDATION: Kevin Long Fort Worth Junior League Foundation, Inc. 1411 Ellis Avenue Fort Worth Texas 76164 §8.04. Ownership of Buildings, Improvements, and Fixtures. Any buildings, improvements, additions, alterations, and fixtures (except furniture, movable equipment and trade fixtures) constructed, placed, or maintained on any part of the Licensed Premises during the Term are considered part of the real property of the Licensed Premises and must remain on the Licensed Premises, and title to all permanent improvements on the Licensed Premises shall vest in the CITY when the License expires or is terminated. §8.05. Right to Remove Personal Property Fixtures. FOUNDATION may at any time while it occupies the Licensed Premises or within thirty (30) days after vacating the Licensed Premises remove personal property, furniture, machinery, equipment, or other trade fixtures owned or placed in, under, or on the Licensed Premises by FOUNDATION, its officers, agents, servants, contractors, subcontractors, or employees Within thirty (30) days of the date this License expires or is cancelled, FOUNDATION shall remove all property of FOUNDATION and repair any damage to any buildings or improvements on the Licensed Premises resulting from the removal, restoring the Licensed Premises to a condition satisfactory to the CITY. If the CITY terminates this License, FOUNDATION shall vacate the Licensed Premises, remove said property, and restore the Licensed Premises within such time as the CITY shall reasonably designate. In either event, if FOUNDATION shall fail or neglect to remove said property within thirty (30) days after date the License expires or is terminated and restore the Licensed Premises then said property shall be considered to be abandoned by FOUNDATION and become the property of CITY §8.06. Right of Entry and Inspection. FOUNDATION shall permit CITY, its agents, representatives, and employees to enter the Licensed Premises for the purposes of inspection; determining whether FOUNDATION is complying with this License maintaining, repairing, or altering the Licensed Premises; or any other reasonable purpose. During any inspection, CITY License Agreement Between CFW and The First Tee of Fort Worth 5 of 8 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. §8.07. Prohibition of Alterations. FOUNDATION shall not alter, add to, or construct any buildings or permanent improvements on the Licensed Premises without express prior written permission from CITY. §8.08. Prohibition Against Liens. FOUNDATION shall not do any act or make any contract that may be purported to create or be the foundation of any lien on or any interest in the Licensed Premises. Any such act, contract, or lien attempted to be created shall be void. Should any purported lien on the Licensed Premises be created or filed, FOUNDATION shall, at its sole expense, liquidate and discharge same within ten (10) days after notice from CITY to do so. §8.09. Non -Discrimination. FOUNDATION for itself, its personal representatives, successors in interest and assigns, agrees as part of the consideration herein in its occupancy, use, or operation of the Licensed Premises that no person shall be excluded from participation in or denied the benefits of FOUNDATION's use of the Licensed Premises on the basis of race, color, national origin, religion, handicap, gender, sexual orientation or familial status. §8.10. Force Majeure. It is expressly understood and agreed by the Parties that if the Licensed Premises or any portion thereof shall be destroyed or damaged by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions regulations, or interferences; fires strikes; lockouts, national disasters; riots; material or labor restrictions; transportation problems or any other circumstances that are reasonably beyond the control of CITY so as to prevent the use of the Licensed Premises for the purposes and during the periods specified in this License, then this License shall terminate, and FOUNDATION hereby waives any claim against CITY for damages by reason of such termination. §8.11. Successors and Assigns. Subject to the limitations contained herein, the covenants, conditions, and agreements made and entered into by the Parties hereto are declared to be for the benefit of and binding on the Parties and their respective successors, representatives and assigns, if any. §8.12. Invalidity of Provisions. 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 herein contained; provided, however, that the invalidity of any such covenant, condition, or provision does not materially prejudice either FOUNDATION or CITY in connection with the rights and obligations contained in the valid covenants, conditions, or provisions of this License. §8.13. Waiver of Immunity As to CITY. If FOUNDATION, as a charitable association, political subdivision, corporation entity or individual enteiprise, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damage or injury to property or pet sons, FOUNDATION to the extent permitted by law, hereby expressly waives its rights to plead defensively such immunity, including governmental immunity or exemption as against CITY. Provided, however, that this waiver shall not operate or be construed as a waiver by FOUNDA PION of any immunity from suit or liability that it has or that could be asserted under the doctrine of governmental immunity or any other immunity available under law as against any third party. License Agreement Between CFW and The First Tee of Fort Worth 6 of 8 §8.14. No Waiver of Immunity as to Third Parties. Nothing herein shall be deemed to constitute a waiver of any immunity or affrmative defense, which may be asserted by CITY or FOUNDATION as to any claim of any third party. §8.15. Cause of Action. Nothing herein shall be construed in any manner, to create a cause of action for the benefit of any person not a party to this License or to create any rights for the benefit of any person not a party to this License not otherwise existing at law. §8.16. Notice of Claims. FOUNDATION agrees to notify CITY promptly on the receipt of any claim or lawsuit brought in connection with any injury, death or damages on the Licensed Premises. FOUNDATION agrees to make its officers, agents, and employees available to the CITY at all reasonable times for any statements and case preparation necessary for the defense of any claims or litigation for which the CITY may be responsible hereunder. §8.17. Applicable Law. The laws of the State of Texas shall govern this License and the relationship created hereby. Should any action, whether real or asserted, at law or in equity arise out of the execution, performance, attempted performance or non-performance 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. §8.18. Sole Agreement. This written instrument (including all attachments, schedules, and exhibits attached hereto) constitutes the sole and entire understanding of the Parties with respect to the storage of the utility carts. Any prior or contemporaneous oral or written agreement that purports to vary from the terms hereof shall be void Amendments to this License or any attachment, schedule, of exhibit attached hereto may be proposed by either party and shall take effect only after written approval by both parties. [SIGNATURES APPEAR ON FOLLOWING PAGE] License Agreement Between CFW and The First Tee of fort Worth 7 of 8 Jday of • By: EXECUTED this the CITY OF FORT WORTH .V/_„„ ad harles W. Daniels Assistant City Manager ATTEST: FORT WORTH JUNIOR LEAGUE FOUNDATION, INC. By: , x (44 ~,0OQQ0QOC)N't)4A`i eXAS Kevin Long rat," '��1 cutive Director ! £ c,) .Yl,�``.(1)fin Cod1 0 .ra � 0 14 ri 0 Ziral° 0 pee 0 id 0 1jr NO MM&C REQUIRED "1-.._••••• APPROVED AS T,O FORM AND LEGALITY By: sistant Attorney Date: NO M&C REQUIRED • License Agreement Between CFW and The First Tee of Fort Worth 8 of 8