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HomeMy WebLinkAboutContract 44023 (2)CITY SECRETARY/ CONTRACT NO. swilitilla—ra Non -Exclusive License Agreement And Sports Shots NON-EXCLUSIVE LICENSE AGREEMENT BETWEEN SPORTS SHOTS AND THE CITY OF FORT WORTH THIS LICENSE AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH, a home -rule municipal corporation of the State of Texas ("City"), acting by and through its designated Assistant City Manager, and SPORTS SHOTS, a general partnership between Joe Bryan Brooks and Juan Carlos Puente ("Licensee"). SECTION 1 LICENSED PREMISES AND TERM 1.01 The purpose of this Agreement is to allow the Licensee access to certain space within Community Centers owned and operated by the City of Fort Worth, to be determined by the City ("Community Center or Community Centers"), for the purpose of providing photo and filming services at certain sporting events, along with offering various print packages to the Community Centers' participants and their guardians (collectively, "Activities"). 1.02 For and in consideration of the payments to be paid under this Agreement and the Agreement of the parties expressed herein, City does hereby grant to Licensee a non-exclusive right to conduct its Activities within certain portions designated Community Centers owned and operated by the City of Fort Worth for a term of one (1) year, beginning on January 1, 2013 and expiring on December 31, 2013 ("Primary Term"). The initial one-year term may be renewed by mutual agreement of the parties for two (2) consecutive one-year terms under the same conditions and terms of this Agreement ("Extended Term"). Licensee must notify the City in writing of its intention to renew at least thirty (30) days prior to the expiration of the then current term. 1.03 This Agreement is not intended to give Licensee access to the City's Community Centers during the entirety of the Primary Term; rather, the Licensee is only allowed to enter the City's Community Centers to conduct its Activities on dates and times agreed to by the City, in its sole discretion, during the Primary Term and any Extended Term. To effect this, Licensee must contact the Director of the Parks and Community Service Department or its designee ("Director") to arrange specific dates and times upon which to conduct its Activities. The City reserves the right to reject any such request by the Licensee, without penalty or recourse. If Director permits Licensee the right to conduct its Activities at the Community Centers, the Director shall designate a portion of Community Centers in which Licensee may conduct its Activities. 1.04 The City does not guarantee any specific room in any of its Community Centers. If any designated space is not available for any reason, the Director may designate a suitable alternative space within that particular Community Center. 1.05 Licensee understands and agrees that the parking areas at the Community Centers are not for the exclusive use of the Licensee and that the city and/or patrons of the Community Centers may use the parking spaces at any time. 1.06 Any use of the City's Community Centers is restricted to that Community Centers' normal operational hours. The Centers will be closed and unavailable for use by the Licensee on Sundays and on all regular City holida s and furlough days (if any). Except due to emergency circumstances, City agrees to notify Licen •`ee of any c ange m hours of operation of the Centers by providing FFII©ila eggelf t MO EI-- fl 11 11 � Page l o f l 4 01- 0 7 -1 3 P U 4: 3 3 1i Licensee with written notice. City agrees to provide similar notice to Licensee should the Community Centers not be available to the Licensee due to special events, scheduled maintenance or other non -emergency closures. Any change by the City hereunder shall not give rise to any claim against the City by the Licensee, whether for lost profits, cost, overhead, or otherwise. SECTION 2 PAYMENTS AND FEES 2.01 Reservation Fee. For each individual reservation, Licensee shall pay to the City the standard reservation small room rate fee of Thirty -Five Dollars and No Cent ($35.00) for the first three (3) hours and Ten Dollars and No Cent ($10.00) for each additional hour, which shall be due and payable at the time Licensee books its reservation 2.02 If the Activities result in net revenue for the Licensee in excess of $500.00, the Licensee shall pay the City the reservation fee plus 15% of net revenue. 2.03 If the Activities result in net revenue for the Licensee of less than $500.00, the Licensee shall pay the City the ieservation fee plus 5% of net revenue. 2.04 Net revenue refers to the total amount of money received or to be received by Licensee or by any agent, employee, or subcontractor from all sales, whether for cash or credit, whether collected or uncollected, made as a result of the rights granted under this License less expenses and any sales or other taxes imposed by local, state or federal law that are separately stated to and paid by a purchaser of any item sold by Licensee or anyone acting by or on behalf of Licensee from an authorized service or activity under this Agreement and directly payable to a taxing authority. 2.05 Expenses refer to the total amount of printing costs only and shall not include any costs related to personnel and salaries, administration, transportation, supplies, equipment, insurance, permits or fees or the like. SECTION 3 DUTIES AND RESPONSIBILITIES 3.01 Licensee's Duties and Responsibilities: A. Licensee shall take such steps as are appropriate to ensure that all of its Activities are properly coordinated with any other activities scheduled by the City. No photography or filming shall commence until approval has been granted by the Director. C. Licensee shall provide the Director with copies of original invoices after the fifteenth (15th) day of each month that describe the number of photos taken and the cost of printing with the submission of payment pursuant to the terms of this Agreement. The invoice shall contain the following information: (1) the name of the printing company, (2) phone number of the printer; and (3) invoice number. Non -Exclusive License Agreement Between the City of Fort Worth And Sports Shots 2 of 14 D Meet with the Director to discuss policies and procedures of any Activities, including, but not limited to, the number of photography/filming activities per week, the length of the Activities, and the number of participants. Organize the Activities to include set-up and cleanup within the time allowed for the Community Centers. Space within the Community Centers shall not be available prior to beginning the Activities and shall not be available after the conclusion of the Activities Licensee shall be given access to the designated Community Centers promptly at the posted start time of the Activities. Licensee shall end the Activities to ensure cleanup and removal of supplies and participants BEFORE (i) the start time of the next Activities or (ii) the closing time of the Center where the Activities are being held Licensee shall not remain in the designated portion of and Community Centers beyond the end time of their Activities. The next scheduled activity/class will be allowed in the designated space at their posted start time whether or not the previous Licensee has left the designated portion of the Community Centers. I~. Licensee shall reserve and pay for the Community Center at least ten (10) days in advance of any of its Activities. F. Be present during all Activities. G. Notify the City and the participants 24 hours prior to the scheduled activity time of any cancellations, except in the case of emergencies. In emergencies, notify Director prior to the start time of the Activities. H. Enforce all rules and regulations of the City relating to the health and safety of participants and the use of public property. I. Maintain orderly conduct of all participants associated with Licensee's Activities and ensure that any non -participants are NOT allowed on any equipment at any time. J. Maintain the parts of the Community Centers used by the Licensee so that they are clean and free of clutter, trash, or other debris at the end of each activity. K. Report any maintenance or repair needs to the Director as soon as practicable. L. Set-up and take -down of photography equipment. M. Clearly and legibly mark all equipment owned by Licensee that is brought to the Community Centers for use with its Activities. N. Not remain in the Community Centers beyond regular operating hours; with the exception of conditions including, but not limited to, eminent danger to participants, severe weather conditions, emergencies declared by the City and other situations in the sole discretion of the Director. Ensure participants comply with the posted rules of the Community Centers. P. Be responsible for all required liability insurance. Non -Exclusive License Agreement Between the City of Fort Worth And Sports Shots 3 of 14 3.02 Citv's Duties and Responsibilities: A. Meet with the Licensee to discuss policies and procedures of its Activities including, but not limited to, the number of photography activities per week, the length of the activity, and the number of participants per activity. B. Knsure each participant has a current Community Center membership card. C. hnsure a city employee is present in the Community Centers at all times during scheduled Activities. D Allow use of Community Centers' equipment, if available. SECTION 4 LICENSEE REQUIREMENTS 4.01 To promote the safety and welfare of the Activities to be provided herein, prior to being permitted on the Community Centers, Licensee agrees to perform background screenings and checks on staff, volunteers, and participants with such screening and checks meeting or exceeding the requirements that the City imposes for checks and screening on staff, volunteers, and participants in the City's own programs. The Licensee shall promptly submit the results of all background investigations to the Director for review. Failure of any background investigation shall be determined by the Director, in his sole discretion. The City may terminate this Agreement immediately if Licensee permits an individual(s) that has failed a background investigation to enter into the Community Centers. 4.02 Licensee shall be subject to random background investigation and/or drug testing as determined by the City. 4.03 Licensee shall require any and all subcontractors to be bound in writing by the same terms and conditions as this Agreement. A copy of this Agreement shall be provided to the Director. 4.04 Licensee shall have and maintain a written safety program that includes procedures and rules concerning all Activities. Documents shall be provided to the City upon request. 4.05 Licensee shall ensure that all of its employees, agents, contractors, and the like are at least 18 years of age. SECTION 5 RIGHT OF ACCESS 5.01 During the term of this Agreement, City or its agent shall have the right to enter upon the licensed portions of the Community Centers 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 Non -Exclusive License Agreement Between the City of Fort Worth And Sports Shots 4 of 14 5.02 During any inspection, City may perform any obligations that City is authorized or required to perform under the provisions of this Agreement or pursuant to its governmental duties under federal state or local laws, rules or regulations. 5.03 Licensee will permit the City's Fire Marshal or his or her authorized agents to inspect the Licensed Premises at any reasonable time City will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Licensed 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 will cooperate with City in maintaining compliance with the City of Fort Worth Fire Code and Building Code provisions. SECTION 6 TITLE AND CONSTRUCTION 6.01 Licensee agrees that Licensee has examined the Community Centers prior to the execution of this Agreement and is satisfied with the physical condition of the Community Centers Licensee's taking possession of the Community Centers shall be conclusive evidence of its receipt of the Community Centers 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 Community Centers in its current "AS IS" condition with no representations or warranties of any nature whatsoever by City (except as otherwise specifically provided for in this Agreement). SECTION 7 PERSONNEL, COMPLIANCE WITH LAW; EASEMENTS 7.01 Licensee covenants and agrees that it shall not engage in any unlawful use of the Community Centers 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 Community Centers and Licensee immediately shall remove from the Community Centers any person engaging in such unlawful activities Unlawful use of the Community Centers by Licensee itself shall constitute an immediate breach of this Agreement. 7.03 Licensee will not do or suffer any waste to the Community Centers. Licensee shall, without any obligation to incur cost and expense, comply with and cause the Community Centers to comply with (i) all valid federal, state, local, and other governmental laws, ordinances, rules orders, and regulations affecting the Community Centers 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 Community Centers. 7.04 Licensee shall comply with the requirements of all policies of insurance which at any time may be in force with respect to the Community Centers and, to the extent that Licensee has written notice thereof, with the provisions of any contracts, agreements, and restrictions affecting the Community Centers or a part thereof or the ownership, occupancy, or use thereof which shall have existed at the time of commencement of the Primary Term. Non -Exclusive License Agreement Between the City of Fort Worth And Sports Shots 5 of I4 7.05 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 m connection with this Agreement. 7.06 All City facilities are designated non-smoking areas. 7.07 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 8 TAXES AND OTHER CHARGES; UTILITIES; LIENS 8.01 Licensee acknowledges that it has no authority to engage in any act or to make any contract that may create of 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 Community Centers or a part thereof, arising out of the use or occupancy of the Community Centers 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 Community Centers Licensee's failure to discharge any such purported lien shall constitute a breach of this Agreement and City may terminate this Agreement upon thirty (30) days written notice. However Licensee's financial obligation to City to liquidate and discharge such lien shall survive following termination of this Agreement and until such a time as the lien is discharged SECTION 9 MAINTENANCE 9.01 In the event that any City -owned or City -controlled property, including, but not limited to, fixtures, structures, equipment, vegetation, etc., is damaged or destroyed due to intentional acts, negligence, or acts of omissions of the Licensee the Licensee's employees, agents, officers, or anyone visiting the Centers upon the invitation of the Licensee, the Licensee shall be responsible for all repairs or replacements In the event damage is done, the Licensee shall replace or repair the damage at no cost to the City. The City shall determine whether any damage has been done, the amount of the damage, the reasonable costs of repairing the damage, and whether the Licensee is responsible. The City shall be the sole judge of the damage to City property. Any damage attributable to the Licensee 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. If the Licensee fails or refuses to make such repair or replacement, the Licensee shall be liable for the cost. Non -Exclusive License Agreement Between the City of Fort Worth And Sports Shots 6 of 14 SECTION 10 IMPROVEMENTS, REPLACEMENTS, ADDITIONS, AND REMOVALS; LANDLORD'S LIEN 10.01 City hereby covenants and agrees that the Licensee may bring on to the Community Centers any equipment reasonably necessary for the efficient use of the Community Centers by the Licensee. 10.02 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 that will damage or change the finish or appearance of the Community Centers 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 without the written consent of the City No decorative or other materials shall be nailed, tacked, screwed or otherwise physically attached to any part of the Community Centers or fixtures of the City without the written consent of the Director. 10.03 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 Community Centers shall be at Licensee's sole risk or at the sole risk of those claiming under Licensee. 10.04 After consent is given by the City any signs necessary to indicate Licensee's name and location 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 req irements of Licensee contrary to the above must be made a part of this Agreement by written modification 10.05 City assumes no responsibility for any property placed on or in the Community Centers 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 m connection with, directly or indii ectly the occupancy and/or use of the Community Centers and any and all activities conducted thereon sustained by reasons of the occupancy of said buildings under this Agreement. SECTION 11 INDEMNIFICATION 11.01 LICENSEE COVENANTS AND AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, REPRESENTATIVES, AGENTS 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 (INCLUDING, BUT NOT LIMITED TO, ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) 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 CONTRACTOR, ITS Non -Exclusive License Agreement Between the City of Fort Worth And Sports Shots 7 of 14 OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO WORK, SERVICES, 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 CONTRACTOR AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS 11.02 Licensee covenants and agrees that City shall in no way or under any circumstances be responsible for any property belonging to Licensee, its members, employees, agents, subcontractors, invitees, licensees, or trespassers, which may be stolen, destroyed, or in any way damaged, and LICENSEE 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 Licensee, its members employees, agents , subcontractors, invitees, licensees, or trespassers on any of the premises. 11.03 It is further agreed that nothing in this Agreement shall constitute or be considered a waiver by the City of Fort Worth of any defense of governmental immunity, where applicable, or any other defense recognized by the Statutes and Court decisions of this State. SECTION 12 INSURANCE 12.01 Licensee shall, prior to the execution of this Agreement, procure, pay for, and maintain during the term of this Agreement the following insurance written by companies approved by the State of Texas and acceptable to the City. The insurance shall be evidenced by delivery to City of executed certificates of insurance and/or certified copies of policies as determined by City. Licensee covenants and agrees to obtain and keep in force during the team of this Agreement, Commercial General Liability Insurance, including Personal Injury Liability, Independent Contractor's Liability, and Contractual Liability covering, but not limited to, the liability assumed under the indemnification provisions of this License Agreement, with limits of liability fot Bodily Injury (including death) and Property Damage of not less than One Million Dollars ($1,000,000) each occurrence, $2,000,000 aggregate; and the policy shall include Broad Form Property Damage Coverage with an insurance company satisfactory to the City. Licensee, on behalf of itself and the Permitted Subtenants (subject to approval by the City), further covenants and agrees to obtain and keep in force during the term of this Agreement a policy covering the Licensee providing for bodily injury and property damage insurance in amounts as follows: a. Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate Non -Exclusive License Agreement Between the City of Fort Worth And Sports Shots 8 of 14 b. Automobile Liability $1,000,000 each accident on a combined single limit or $250,000 Property Damage $500,000 Bodily Injury per person per occurrence c. A commercial business policy shall provide coverage on "Any Auto", defined as autos owned, hired and non -owned when said vehicle is used in the course of the event licensed herein. d Worker's Compensation: Coverage A: Statutory limits Coverage B: Employer's Liability $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee 12.02 The insurance policy shall include the following: a. The certificate of insurance shall document the City of Fort Worth as an "Additional Insured" on all liability policies However, Licensee is not regnii ed to name City as an Additional Insured on its Workers' Compensation policies This insurance shall not be canceled, limited in scope of coverage, cancelled or non - renewed, until after thirty (30) days prior written notice has been given to the City of Fort Worth. Notice shall be given to City by certified mail at least ten (10) days prior to cancellation, limitation m scope of coverage, or termination, and sent to: Wil Johnson, Contract Division City of Fort Worth Parks and Community Services Department 4200 South Freeway, Suite 2200 Fort Worth, Texas 76115-1499 c. The certificate shall be signed by an agent authorized to bond coverage on behalf of the insured, be complete in its entirety, and show complete insurance carrier names as listed in the current A.M. Best Property & Casualty Guide d All policies shall include a Waiver of Subrogation (Rights of Recovery) in favor of the City of Fort Worth. e. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. Except for 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, written approval of Risk Management is required. f. 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. Non -Exclusive License Agreement Between the City of Fort Worth And Sports Shots 9 of 14 g. Unless otherwise stated, all required insurance shall be written on the "occurrence basis". 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 retroactive date. The insurance coverage shall be maintained for the duration of the contractual agreement and for five (5) years following completion of the service provided under the contractual agreement of for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence such insurance coverage. h Policies shall have no exclusions by endorsements, which nullify the required lines of coverage, nor decrease the limits of said coverage's unless such endorsements are approved in writing by the City. In the event a contract has been bid or executed and the exclusions are determined to be unacceptable of the City desires additional insurance coverage, and the City desires the contractor/engineer to obtain such coverage, the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. Any self -insured retention (SIR), in excess of $25,000.00, affecting required insurance coverage shall be acceptable to and approved by the Risk Management Division of the City of Fort Worth 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 Risk Management. j. Any deductible in excess of $5,000.00, for any policy that does not provide coverage on a first -dollar basis, must be acceptable to and approved by the City's Risk Management Division. k. The City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverage's 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. The City shall be required to provide prior notice of ninety days. The City shall be entitled, upon request and without expense, to receive copies of policies and endorsements thereto and may make any seasonable requests for deletion or revision or modifications of particular policy terms, conditions, limitations, or exclusions necessary to conform the policy and endorsements to the requirements of this contract Deletions, revisions, or modifications shall not be required where policy provisions are established by law or regulations binding upon either of party or the underwriter on any such policies. m. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements. n. The Commercial General Liability insurance policy shall have no exclusions by endorsements that have effect on the lines and limits of insurance required in this License Agreement, unless the City approves such exclusions. 12.03 Licensee shall not do or permit to be done anything in or upon any portion of the Licensed Premises, or bring or keep anything therein or thereupon which will in any way conflict with the conditions of any insurance policy upon the Licensed Premises or any part thereof, of in and way increase the rate of fire insurance upon the Premises or on property kept therein, or in any way Non -Exclusive License Agreement Between the City of Fort Worth And Sports Shots 10 of 14 obstruct or interfere with the right of other tenants of the Licensed Premises, or injure or annoy them. 12.04 The City may terminate this Agreement immediately upon failure of the Licensee to provide acceptable documentation of insurance as required by this Section. Certificates of insurance evidencing the above required insurance shall be presented to the City prior to execution of this Agreement and annually by the expiration date shown on the insurance certificate. SECTION 13 INDEPENDENT CONTRACTOR 13.01 Licensee shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of the City Licensee shall have the exclusive control of, and the exclusive right to control the work designated to the Licensee to be performed hereunder, and all persons performing the same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, and employees. Neither City nor Licensee shall be responsible under the Doctrine of Respondeat Superior for the acts and omissions of the officers, members, agents, servants employees, or officers of the other It is understood and agreed that the City is not involved as a party to any activities that may be carried on by Licensee pursuant to this Agreement Contractor acknowledges itself solely responsible for such activities and for all persons and property involved or used in connection with Licensee's use of the Community Centers. Provided, however, that no provision of this Agreement shall operate or be construed as a waiver by City of any immunity from liability which it has or could be asserted under the doctrine of governmental immunity or any other immunity which it has under law. SECTION 14 LICENSES AND PERMITS 14.01 Licensee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for its operations. 14.02 With the use and/or provision of amplified or non -amplified music in a City of Fort Worth facility, Licensee agrees to assume full responsibility for complying with the Federal Copyright Law of 1978 (17 U.S.C. 101, et seq.). This law states that the usei is responsible for abiding by royalties, copyrighted works, and securing permission from artists/performers for any music used. SECTION 15 DISCRIMINATION 15.01 Licensee agrees that, during the use of the Licensed Premises, Licensee will not subject anyone to discrimination in any way because of the person's race, color, sexual orientation national origin age, religion, gender, or disability No one can be excluded from the Licensed Premises, denied the benefits of the Licensed Premises, or excluded from participating in the services because of person's race, color, sexual orientation, national origin, age, religion, gender, or disability Non -Exclusive License Agreement Between the City of Fort Worth And Sports Shots 11 of 14 SECTION 16 TERMINATION AND DEFAULT 16.01 Either party may terminate this Agreement without cause by the giving of 24-hour notice orally and a follow-up in writing within 5 days to the other party. 16.02 In the event Licensee fails to comply with any of the terms and conditions of this Agreement, City shall have the right, and without notice, to declare this Agreement immediately terminated In the event of such cancellation of this Agreement by the City, all rights and privileges of the Licensee hereunder shall cease and terminate, and Licensee shall immediately vacate the Licensed Premises and future use of the facility forfeited. 16.03 Upon termination the parties shall be released from all obligations contained in this Agreement except for the Indemnification Requirements found throughout this Agreement. 16 04 Upon termination, all funds owed to the City shall be due and payable by the tenth (10`h) calendar day from the date of termination SECTION 17 NOTICES 17.01 Any notice required shall be sufficient if deposited in the U.S. Mail, postage prepaid and addressed to the other party as follows: CITY LIC NNSEE City of Fort Worth Parks and Community Services Director 4200 S. Freeway, Suite 2200 Fort Worth, Texas 76115 With copy to: Assistant City Attorney 1000 Throckmorton Street Fort Worth, Texas 76102 Sports Shots 7901 Prairie Dr Watauga, TX 76198 SECTION 18 VENUE AND JURISDICTION 18.01 This Agreement shall be governed by the laws of the State of Texas Venue for any action brought to interpret or enforce, or arising out of or incident to, the terms of this Agreement shall be in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division Non -Exclusive License Agreement Between the City of Fort Worth And Sports Shots 12 of 14 SECTION 19 SUBLETTING, ASSIGNING, MORTGAGING 19.01 Licensee agrees that it will not subcontract or assign all or any part of its rights, privileges or duties hereunder without the prior written consent of the City. Any attempted subcontract or assignment of same without such prior consent of the City shall be void. 19.02 Subject to the limitations contained herein, the covenants, conditions and agreements made and entered into by the parties hereunder are declared to be for the benefit of and binding on their respective successors, representatives and permitted assigns, if any SECTION 20 WAIVER, SECTION HEADINGS, AND SEVERABILITY 20.01 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, oi 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 Licensee or City in connection with the rights and obligations contained in the valid covenants, conditions, or provisions of this Agreement. 20.02 The waiver by the City of any default or bleach of a term, covenant, or condition of this Agreement shall not be deemed to be a waiver of any other breach of that term, covenant, or condition or any other term, covenant, or condition of this Agreement, regardless of when the breach occurred. 20.03 The headings in this Agreement are inserted for reference only and shall not define or limit the provisions hereof. SECTION 21 ENTIRE UNDERSTANDING; AMENDMENT 21.01 This written instrument including all Attachments, Schedules, and Exhibits attached hereto constitutes the entire understanding by the parties concerning the services to be provided and the obligations of the parties with respect thereto. Any prior or contemporaneous oral or written agreement that purports to vary from the terms hereof shall be void. 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 [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Non -Exclusive License Agreement Between the City of Fort Worth And Sports Shots 13 of 14 j/V Nri this � `' � d �SS � CITY o ay of /t10 vei I , the 2012 parties hereto have executed this agreement n�en t in rn FORS'' woR�,� ultipleS, SPORTS S r/ars, a men eras Partnership ership 1 Su inos an 4ia CAesistant City � Manager APPR AND LEGALITY: AS TO FORM Pier -`. Wall �;sSZStan ach t City Attorney ey ATTESTED By: Contract Authorization: No M&C Needed ofrAt Oar tail �I AM Non'ExclusivN ��rcense �'aShots Agreement Between the City of And s By: oe Bryan Brooks ks 2:€62 Juan Carlos Partner Puente OFFUCIAL RECORDr: CITY SECRETARY Ft 1�JORUfl T)4j14 kescx