Loading...
HomeMy WebLinkAboutContract 44141 (2)CITY SECRETARY CONTRACTNO. LIti I t'ri TEMPORARY LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND TEAM FORT WORTH YOUTH SERVICE, INC. This Temporary License Agreement ("License") is made and entered into this 28t1i day of January, 2013 ("Effective Date"), by and between the City of Fort Worth ("Licensor"), a home -rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and Team Fort Worth Youth Services, Inc., a Texas non-profit corporation ("Licensee"). The term "Licensor" and "Licensee" shall include the agents, representatives, employees, and contractors of both. WHEREAS, Licensor owns a community center located at 1501 MLK Freeway Fort Worth, Texas, 76104, known as Bertha Collins Sports Center; WHEREAS, Licensor issued a request for qualifications seeking organizations that could supply a turn -key operation of programming at the Berth Collins Sports Center, including management, development, funding, and operation; WHEREAS, Licensee submitted a response and was selected as the most qualified of the candidates; and WHEREAS, the parties are currently in the process of negotiating a long-term license agreement for use of the Berth Collins Sports Center but desire to execute this License so that Licensee may enter onto the premises and begin preparations for its future operations under any potential long-term license agreement. NOW, THEREFORE, in consideration of the mutual covenants herein, and other good and valuable consideration, the parties agree as follows: SECTION 1. Licensed Premises. For and in consideration of the rental payments to be paid under this License, Licensor licenses to Licensee and Licensee licenses from Licensor the Bertha Collins Sports Center located at 1501 MLK Freeway Fort Worth, Texas, 76104. The building, together with any and all structures, improvements, fixtures, and appurtenances thereon, thereunder, or over, shall be referred to as the "Licensed Premises," except that the Licensed Premises shall not include the outside grounds surrounding building. SECTION 2. Use of the Licensed Premises. Licensor grants to Licensee the non-exclusive use of the Licensed Premises to store its equipment and supplies, perform general maintenance and cleaning, and paint certain Licensor -approved walls (non -lead based beige color paint). Licensee shall not use the Licensed Premises for any other purpose, including, but not limited to, conducting programs or activities on the Licensed Premises, without the prior written consent of the Licensor. Licensee shall control and secure the Licensed Premises, allowing only officers from its organization and City representatives access to the Licensed Premises. Licensee is not authorized to permit building access to any other individual or party for the purposes of organizing programs, events, or any other public service without the express prior written consent of Licensor's agents or representatives. SECTION 3. Term. This License shall be for a period beginning on January 14, 2013, and ending on March 1, 2013, unless prior termination is effected by either Licensor or Licensee under the termination provisions of this License. SECTION 4. Rent. The rent to be paid by Licensee for the term shall be Two Hundred Dollars and No Cents ($200.00), which shall be due and payable on or before the first day of the License Temporary License Agreement Between City of Fort Worth and Team Fort Worth oz -01 _1 3 PO 1 :53 I N °FINCH/a RECORB 5aU , FT. WORTH, TIN l of 8 term. All rent payments shall be delivered to the Athletics Section of the City's Parks and Community Seivices Department at 600 Congress Street, Fort Worth, Texas 76107. SECTION 5. Utilities. Licensor will, at no expense to the Licensee, establish all utility services required by applicable codes in order that the Licensee may use the Licensed Premises. Licensor also agrees to pay all utility expenses throughout the duration of this Agreement. SECTION 6. Insurance and Liability. 6 01 Insurance Required. Prior to the time Licensee is entitled to any right of access to or use of the Licensed Premises, Licensee shall obtain and maintain the following types of insurance and minimum limits of coverage during the team of the License: (a) Workers' Compensation - Statutory limits Employer's liability $100,000 $100,000 $500,000 Each accident/occurrence Disease - each employee Disease - policy limit (b) Commercial Geneial Liability $1,000,000 Each occurrence $2,000,000 Aggregate limit Coverage shall include but not be limited to the following premises/operations, independent contractors, products/completed operations, personal injury, and contractual liability. (c) Automobile Liability $1,000,000 Each accident on a combined single -limit basis A commercial business policy shall provide coverage on "Any Auto," defined as autos owned, hired and non -owned. (d) Umbrella or Excess Liability $5,000,000 Each occurrence $5,000,000 Aggregate (e) (f) Commercial "All Risk" Property Insurance $1,000,000 Minimum Limit Licensee shall procure and maintain special form "all risk" including flood, wind, storm, and earthquake coverage insurance on the Leased Premises, in an amount equal to 90% of the full replacement value of said pi operty. Boiler and Machinery $1,000,000 Minimum Limit Licensee shall procure and maintain a commercial boiler and machinery policy during the term of the Agreement to cover loss caused by mechanical or electrical equipment bi eakdown, including damage to the equipment damage to other property of the insured and damage to property of others. Temporary License Agreement Between City of Fort Worth and Team Fort Worth 2 of 8 6.02 Additional Insurance Requirements. (a) The City of Fort Worth, its' Officers, Employees and Volunteers shall be named as an Additional Insured on the Automobile and Commeicial General Liability policies. (b) Licensee shall submit thirty days (30) prior written notice of cancellation or non -renewal is required. (c) Waiver of rights of recovery (subrogation) in favor of the City of Fort Worth. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. Except foi workers' compensation, all insurers must have a minimum rating of A: VII in the current A M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management If the rating is below that required, prior written approval of the City's Risk Management Division is required. (e) If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. (f) (g) Unless otherwise stated, all required insurance shall be written on the `occurrence basis.' Prior written approval from the City's Risk Management Division is required for any claims -made policies If coverage is underwritten on a claims -made basis the retroactive date shall be coincident with or prior to the date of the contractual agreement and the certificate of insurance shall state that the coverage is claims -made and the retioactive date. The insurance coverage shall be maintained for the duration of the License and for five (5) years following completion of the License. An annual certificate of insurance submitted to City shall evidence such insurance coverage. Any deductible in excess of $5,000.00 for any policy that does not provide coverage on a first -dollar basis, must be approved in writing by the City's Risk Management division (h) City, at its sole discretion, reserves the light to review the insurance requirements and to make reasonable adjustments to insurance coverages and their limits when deemed necessary and prudent by the City based upon changes in statutory law, court decision or the claims history of the industry as well as of the contracting party to the City of Fort Worth. City shall be required to provide prior written notice of ninety days (i) City shall be entitled, upon request and without expense, to receive copies of policies and endorsements thereto and may make any reasonable requests foi deletion or revision or modifications of particular policy terms, conditions, limitations, or exclusions except where policy provisions are Temporary License Agreement Between City of Fort Worth and Team Fort Worth 3 of 8 established by law or regulations binding upon either of party or the underwriter on any such policies. 6.03 Minimum Coverage. Insurance coverage specified herein constitutes the minimum requirements and said requirement shall in no way lessen or limit the liability of Licensee under the terms of this Agreement Licensee shall procure and maintain, at its own cost and expense, any additional kinds and amounts of insurance that, in its own judgment it deems to be necessary 6.04 Licensee Coverage. During the Term of this License and at its sole cost and expense, Licensee shall at all times maintain in effect property and casualty insurance coverages insuring the Licensed Premises in an amount equal to at least 100% of the actual replacement cost thereof and providing protection against any peril generally included in the classification ' Fire and Extended Coverage" or so called "special form' coverage. Licensee shall be the named insured under the policy and City shall be named as Loss Payee. Such insurance must be payable to Licensee and City, as their interests may appear, and shall include a waiver of subrogation in favor of City. Licensee shall deliver to City, upon City's request certificates of such insurance. In no event shall City be responsible for damage to the Licensed Premises by reason of fire or other casualty, or by season of any other cause that could have been insured against under the terms of a standard fire and extended coverage insurance policy of policies. In the event of a casualty, if Licensee reconstructs the Licensed Premises, Licensee and City shall use all insurance proceeds to reconstruct the Licensed Premises If the Licensed Premises is not reconstructed after a casualty, Licensee and City shall proportionally share in the insurance settlement proceeds SECTION 7. INDEMNIFICATION. 7.01 Liability of City. CITY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING FROM ANY USE OF THE LICENSED PREMISES (OR ANY PART OF THEM), OR CAUSED BY ANY DEFECT IN ANY BUILDING, STRUCTURE, IMPROVEMENT, EQUIPMENT, OR THE LICENSED PREMISES ON THE LICENSED PREMISES OR CAUSED BY OR ARISING PROM ANY ACT OR OMISSION OF LICENSEE OR BY OR FROM ANY ACCIDENT, FIRE, OR OTHER CASUALTY ON THE LICENSED PREMISES OR BROUGHT ABOUT BY LICENSEE'S FAILURE TO MAINTAIN THE LICENSED PREMISES IN A SAFE CONDITION. 7.02 INDEMNIFICATION. (a) LICENSEE AGREES TO DEFEND, INDEMNIFY, AND HOLD CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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 ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF LICENSEE, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN CITY) OR SUBCONTRACTORS, RELATED TO THE PERFORMANCE OF THIS AGREEMENT. Temporary License Agreement Between City of Fort Worth and Team Fort Worth 4 of 8 (b) IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, LICENSEE, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT YMCA's EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. (c) Licensee agrees to notify City promptly upon the receipt of any claim or lawsuit brought in connection with any injury, death, or damages on the Licensed Premises. Licensee agrees to make its officers agents, and employees available to City, at all reasonable times for any statements and case preparation necessary for the defense of any claims or litigation for which City may be responsible hereunder. Licensee shall place language in its contract with contractors that contractors shall notify City as required by Licensee in this subsection. 7.03 Waiver of Immunity. Nothing herein shall be deemed to constitute a waiver of any immunity or affirmative defense, which may be asserted by City as to any claim of any third party. 7.04 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 Agi eement, or to create any rights for the benefit of any person not a party to this Agreement not otherwise existing at law. SECTION 8. Fixtures. 8.01. Licensee shall not make any alterations or improvements to the Licensed Premises that may affect the structure of the building, or which may affect the mechanical, plumbing, or electrical systems of the building without first securing Licensor's prior written consent thereto, which consent shall not be unreasonably withheld. 8.02. Licensor agrees to allow Licensee to make modification and renovation to the Licensed Premises as mutually agreed to support the purposes for which the Licensee will be using the Licensed Premises. All costs associated with the renovations will be at the sole expense of the Licensee. Notwithstanding the above, Lessor agrees to repaint certain areas of the Licensed Premises at its sole expense during the term of this License. SECTION 9. Termination, Rental Payment, and Non -Appropriation. 9.01 Termination. (a) Licensor shall have the right to terminate this License at any time for any reason unrelated to Licensee's default or breach of any of the terms expressed herein by giving Lessee 10-days written notice prior to the intended termination date The notice shall be deemed effective when deposited by Licensor in United States mail postage prepaid, certified mail, return receipt requested, addressed to Licensee. (b) Licensee shall have the right to terminate this License at any time for any reason by giving Licensoi 15-days written notice prior to the intended termination date. The notice shall be deemed effective when deposited by Temporary License Agreement Between City of Fort Worth and Team Fort Worth 5 of 8 Licensee in the United States mail, postage prepaid, certified mail, return receipt requested addressed to Licensor. (c) If this License is terminated under this section, or as a result of the expiration of the License term or any renewal period, neither party shall have any further obligation or liability to the other under this License. Licensor and Licensee shall be bound by the terms, covenants, and conditions expressed herein until Licensee surrenders the Licensed Premises, regardless of whether the date of surrender coincides with the date of termination of the License. 9.02 Funding and Non -Appropriation. This License shall terminate in the event that the governing body of Licensor shall fail to appropriate sufficient funds to satisfy any obligation of Licensor hereunder. Teimination shall be effective as of the last day of the fiscal period for which sufficient funds were appropriated or upon expenditure of all appropriated funds, whichever comes first. Termination pursuant to this non -appropriation clause shall be without further penalty or expense to either party. SECTION 10. Right of Inspection. Licensor reserves the right to enter upon the Licensed Premises at all reasonable times for the purpose of inspecting the Licensed Premises, provided that such entry does not conflict with Licensee's i ights hereunder. SECTION 11. Surrender of Licensed Premises. Upon the termination of this License for any reason whatsoever Licensee shall surrender possession of the Licensed Premises in the same condition as the Licensed Premises were in upon delivery of possession under the License, reasonable wear and tear excepted. Licensee shall also surrender all keys for the Licensed Premises to Lessor at the place then fixed for the payment for rent and shall inform Licensor of all combinations on locks, safes, and vaults, if any, on the Licensed Premises Licensee shall remove all its furniture and equipment on or before the termination of the License; and Licensee shall be responsible for repairing any damage to the Licensed Premises caused by the removal of furniture and equipment. Additionally, if Licensee modifies the Licensed Premises with alterations, additions, or improvements made or installed by Licensee, the Licensor, upon the termination of this License, shall have the right to demand that Licensee remove some or all of such alterations additions or improvements made by Licensee. Notwithstanding anything to the contrary, if the parties follow through and enter into a long-term license agreement which supersedes this License for the management and operation of the Licensed Premises, then the terms of that agreement shall control. Nothing contained in this License shall obligate the City to enter into a long-term license agreement with Licensee for turn -key operation of programming at the Berth Collins Sports Center, including management, development, funding, and operation. SECTION 11. Acceptance of Licensed Premises. Licensee acknowledges that Licensee has fully inspected the Premises and, on the basis of such inspection, Licensee hereby accepts the Licensed Premises and the building and improvements situated thereon, as suitable for the purposes for which the same are licensed. SECTION 12. Assitnment. Licensee shall not assign or sublicense this License without the prior written approval of Licensor . Upon issuance of such approval, this License shall be binding on the successor s, and lawful assignees of Licensor and the successors of Licensee, as permitted by the terms of this agreement and by the laws of the State of Texas and the United States. Any person or entity using or occupying the Licensed Premises without a lawful assignment or sublicense shall be Temporary License Agreement Between City of Fort Worth and Team Fort Worth 6 of 8 subject to all the responsibilities and liabilities of Licensee and shall be subject to all provisions regarding termination and eviction. SECTION 13. Notices. Notices required to be made under this License shall be sent to the following persons at the following addresses; provided, however, that each party reserves the right to change its designated person for notice, upon written notice to the other party of such change: All notices to Licensee shall be sent to: Cynthia F. Guillory President Team Fort Worth P.O. Box 15320 Fort Worth, TX 76119 All notices to Licensor shall be sent to: Richard Zavala, Director Parks and Community Services Department 4200 South Freeway Suite 2200 Fort Worth, TX 76115-1499 All time periods related to any notice requirements specified in the License shall commence upon the terms specified in the section requiring the notice. The notice shall be deemed effective when deposited in United States mail postage prepaid, certified mail, return receipt requested, addressed to the other party as set forth above. SECTION 14. Entire Atreement. This License shall constitute the entire agreement of the Licensor and Licensee, and shall supersede any prior agreements, either oral or written, pertaining to the Licensed Premises. SECTION 15. Waivers. One or more waivers of any covenant, term, or condition of the License by either Licensor or Licensee shall not be construed as a waiver of a subsequent breach of the same covenant, term, or condition. The consent or approval by either Licensor or Licensee to or of any act by the other party requiring such consent or approval shall not be deemed a waiver or render unnecessary consent to or approval of any subsequent similar act. SECTION 16. Choice of Law and Venue. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this License, venue for such action shall lie in state courts located in Tarr ant County, Texas or the United States District Court for the Northern Disti ict of Texas — Fort Worth Division. This License shall be consti ued in accordance with the laws of the State of Texas. SECTION 17. Compliance with Laws The parties shall comply with Federal, State and City statutes, ordinances and regulations applicable to the performance of this License. SECTION 18. Invalidity of Particular Provisions. If any provision of this License is or becomes illegal or unenforceable because of present or future laws or any rule or regulation of any governmental entity, the remaining parts of this License will not be affected Temporary License Agreement Between City of Fort Worth and Team Fort Worth 7 of 8 SIGNED and EXECUTED TO BE EFFECTIVE as of the date set forth in the first paragraph of this License. TEA FORT WORTH Cynthia Guillory President Temporary License Agreement Between City of Fort Worth and Team Fort Worth CITY OF FORT WORTH B cSu an Alanis N,,A,sistant City Manager APPROVED AS TO FORM AND LEGALITY: Assistant pity Attorney ATTEST: M & C Number: No M&C R FRR P% E@ORD ©sue ? o Ut7 r cl9 eig � oo 4p s ICI CR Qo ire ° OZt, 9'cr 8 of 8