HomeMy WebLinkAboutContract 47062SEC`-
COVITis. CT NO. 70&?
LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND
EVERGREEN FOUNDATION FOR SOUTHWEST PARK
This LICENSE AGREEMENT FOR SOUTHWEST PARK (`License") is made and entered into
by and between THE CITY OF FORT WORTH ("Licensor"), a home -rule municipal corporation organized
under the laws of the State of Texas and acting by and through Susan Alanis, its duly authorized Assistant
City Manager. and EVERGREEN FOUNDATION ("Licensee"), a Minnesota non-profit corporation. acting
by and through its duly authorized representative.
WHEREAS, Licensor owns and operates the Southwest Park, located at 6300 Welch Avenue, Fort
Worth, Texas;
WHEREAS, Licensee operates Project Evergreen, « Huh is education -based initiative w hose
missions is to preserve and enhance needy public green spaces in local communities, build public
awareness of environmental. economic and social benefits of sustainable green space;
WHEREAS. Project Evergreen demonstrates its commitment by mobiliLing Local green industr
landscapers. nursery and turf grass producers and suppliers to volunteer their time. materials, and
services to restore and renew needy parks and ball fields to meet community needs in cities across the
country;
WHEREAS, Licensee, through Project Evergreen. and its local professional contractor
volunteers wish to donate their professional landscaping and irrigation services. materials, and equipment
to revitalize open ball fields at Southwest Park, the value of which is approximately $12,500.00;
WHEREAS, Licensor desires to license to Licensee and Licensee desires to license from
Licensor a portion of Southwest Park for the purpose of allowing Licensee to restore certain open hall
fields. after which Licensee intends to donate the improvements to the City of Fort Worth; and
NOW, THEREFORE, in consideration of the mutual covenants. promises and obligations
contained herein, the parties agree as follows:
1. PROPERTY LICENSED AND RENT.
1,
3.1. Property Licensed. Licensor hereby grants unto Licensee a non-exclusive license over
a portion of Southwest Park, which is located at 6300 Welch Avenue, Fort Worth, Texas, the
location and boundary of which are attached as Exhibit "A" and incorporated herein for all
purposes (the "Licensed Premises"). Licensor shall provide Licensee full access to the Licensed
Premises during the Term, as defined herein.
3.2 Rent. Licensee shall pay to the Licensor the sum of $ 1.00 as rental for the full term of the
License on or before the Effective Date. and prior to Licensee's entry onto the Licensed Premises. .
TERM OF LICENSE.
Unless terminated earlier pursuant to the terms herein, the term of this License shall commence on
the date of' its execution set forth in the last paragraph of this Agreement ("Effective Date") and expire thirty
(30) calendar days after the Effective Date ("Primar) Term"). The Primary Term may be extended k
LICENSE AGREEMENT WITH EVERGREEN FOUNDATION
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
1 of 12
mutual written agreement of the parties for two additional thirty (30) calendar day periods ("Renewal
Tel m(s)" ).
3. CONSTRUCTION AND IMPROVEMENTS.
3.1. Discretionary improvements.
a. Licensee may, at its sole discretion and subject to the terms herein, perform
modifications, renovations. improvements and other construction work on the 1 icensed
Premises. Any modifications, renovations, improvements oi other consh uction work on the
Licensed Premises shall be referred to hereafter as "Discretionary lmprovement(s)" and
shall be performed by professional conhactor volunteers of Licensee (' Volunteers"). The
Discretionary Improvements shall include. without limitation, two park benches. a new
irrigation system excavation rind grading for a new infield and outfield, new park sod
landscaping. and infield clay soil. Licensee may not initiate any Discretionar
Improvement on or to the Licensed Premises unless it first submits all plans, specifications
and estimates for the costs of the proposed work in writing and also requests and receives
written approval from the Licensor. or its designated representative ("Licensor's
Representritivc"), which Licensor herein designates as the Director of the Parks and
Community Services Department (or the Park and Recreation Department. as applicable) or
his designee ("Director").
b. Upon the start of construction of any Discretionary Improvement on or to the
Licensed Premises by Licensee pursuant to plans approved by Licensor in accordance w ith
Section 3 2, Iicensee shall complete the Discretionary Improvements in accordance w rth
the plan specifications within the Primary Te►m (subject to Force Majeure Events). For the
purposes of this Section. 'start of construction" shall mean the date stated in a Notice to
Proceed (or ether similar document) issued by Licensee to its Volunteers. Licensee
covenants and agrees that it shall fully comply with all provisions of this Section 3 in the
performance of any such Discretionary Improvements Upon completion of any such
Discretionary' Improvements or earlier termination of this License, Licensor shall take full
title to any Discretionary Improvements on the Licensed Premises.
c. Any of Licensor's property adjacent to the Licensed Premises that is damaged
during the course of constructing the Discretionary Improvements shall be repaired and
returned to its condition immediately prior to Licensee's entry onto the Licensed
Premises or better. at Licensee's sole cost and expense. Such repairs shall be performed
prior to any demobilization from the Licensed Premises.
d. Licensee agrees that no improvement to the Licensed Premises will be designed
or constructed in such a manner that it causes an adverse impact to the usability of
Licensor's adjacent property. which is parkland. Licensor acknowledges that any
improvements constructed in accordance with the plans and specifications approved by
Licensor will not adversely impact the usability of Licensor's adjacent property.
3.1. Process for Approval of Plans.
Licensee s plans for construction and improvements shall conform to the architectural
standards established by Licensor's Representative and must also receive written approval from the
LICENSE AGREENIFN I \VI tH EVERGREEN NDATIO\ 2 01 12
Director and any other City departments and City boards and commissions as shall be required
under ordinance or City of Fort Werth policy. All plans. specifications and work shall conform to
all federal, state and local laws, ordin'tnces, rules and regulations in force at the time that the plans
are presented for review Licensor shall inspect all work pursuant to its construction inspection
procedures.
3.3. Documents.
Licensee shall supply Licensor's Representative with comprehensive sets of documentation
relative to any Discretionary Improvements, including. at a minimum, as -built drawings of each
project. As -built drawings shall be new drawings or redline changes to drawings previously
provided to Licensor's Representative. Licensee shall supply the textual documentation in
computer format as requested by Licensor.
3.4 Indemnification.
LICENSEE FURTHER .AGREES TO DEFEND AND INDEMNIFY LICENSOR
FROM ANY CLAIM ASSERTED BY LIEN CLAIMANTS ON THE LICENSED PREMISES
WHICH LICENSEE POSSESSES PURSUANT TO THIS LICENSE, ARISING OUT OF THE
PERFORMANCE OF CONSTRUCTION OF DISCRETIONARY IMPROVEMENTS BY THE
CONTRACTOR ON THE LICENSED PREMISES.
4. USE OF LICENSED PREMISES.
Licensee hereby agrees to use the Licensed Premises strictly in accordance with the terms and
conditions of this License, sole!) for purposes related to the construction of Discretionary Improvements
and restoration of open ball fields on the Licensed Premises.
5. MAINTENANCE AND REPAIRS.
5.1. Maintenance and Repairs by Licensee.
a. licensee agrees to keep and maintain the Licensed Premises in a good. clean and
sanitary condition at all times. Licensee covenants and agrees that it will not make or
suffer any waste of the Licensed Premises. Licensee. at Licensee's sole cost and expense,
will make repairs necessary to prevent the deterioration in condition or value of the
Licensed Premises and any improvements thereon. Licensee shall be responsible for 11l
damages caused by Licensee, its agents, servants. employees, contractors, subcontractors
licensees. Volunteers, or invitees, and Licensee agrees to fully repair or otherwise cure all
such damages at licensee's sole cost and expense.
b. Licensee agrees that all improvements, trade fixtures. furnishings, equipment and
other personal property of eT1/4 ery kind or desci iption which may at any time be on the
Licensed Premises shall be at Licensee s sole risk or at the sole risk of those claiming under
Licensee. Licensor shall not be liable for any damage to such property or loss suffered by
Licensee's business or business operations which may be caused by the bursting,
overflowing or leaking of sewer or steam pipes. from water from any source whatsoever, or
from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors. or from
causes of any other matter.
LIC1:\SE :U;Rr FMFN"i' \ 1111 EVERGREEN FOUNDAT1ON 3 of 12
5.2. Compliance with ADA.
Licensee, at its sole cost and expense, agrees to keep and maintain the Licensed Premises in
full compliance at all times with the Americans \\ itll Disabilities Act of 1990, as amended
("ADA"). In addition, Licensee agrees that all improvements it makes at the Licensed Premises
shall comply with all ADA requirements.
c.3. Inspections.
a. Licensor shall have the right and pri\ ilege, through its officers, agents, sextants or
employees, to inspect the Licensed Premises. Except in the event of an emergency.
Licensor shall conduct such inspections during Licensee's ordinary business hours and
shall use its best efforts to provide Licensee at least two (2) hours' notice prior to any
inspection.
b. If Licensor determines during an inspection of the Licensed Premises that Licensee
is responsible under this License for any maintenance or repairs, Licensor shall notify
Licensee in vriting. Licensee agrees to begin such maintenance or repair work diligently
within ten (l 0) calendar days following receipt of such notice and to then complete such
maintenance or repair \\or-k \v iti►in a reasonable time, considering the nature of the work to
be done. If Licensee fails to begin the recommended maintenance or repairs within such
time or fails to complete the maintenance or repairs within a reasonable tulle. Licensor
may, in its discretion, perform such maintenance or repairs on behalf of Licensee. In this
event, Licensee will reimburse Licensor for the cost of the maintenance or repairs, and such
reimbursement \\ill he due immediately upon written request of Licensor.
c. During any inspection, Licensor may perform any obligations that Licensor 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.
d. Licensee will permit the Licensor's Fire Marshal or his or her authorized agents to
inspect the Licensed Premises and Licensee will comply \\ ith 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 lire safety, as such provisions exist or may hereafter be amended. Licensee shall
mainntain 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.
5.4. Environmental Remediation. Licensee agrees that it has inspected the Licensed Premises
and is fully advised of its own rights without reliance upon any representation made by Licensor
concernning the environmental condition of the Licensed Premises. LICENSEE, AT ITS SOLE
COST AND EXPENSE, AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE
REMEDIA TION OF OR ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR
LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY
LICENSEE, ITS OFFICERS, VOLUNTEERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS OR INVITEES.
6. RIGHTS AND RESERVATIONS OF LICENSOR.
LICENSE AGREEMENT WITH EVERGREEN FOUNDATION 4 of 12
6.1. licensor hereby retains the following rights and reservatio
a. Licensor reserves the right to take any action it considers necessary to prevent
Licensee from erecting or permitting to be erected any building or other structure which. in
the opinion of Licensor. would limit the usetulness of the Licensed Prenriscs or diminish
the capability of use of adjacent property owned by Licensor.
b. Licensor reserves the right to develop and improve adjacent property owned and
operated by Licensor and any impro\ ements thereon.
c. Licensee's rights hereunder shall be subject to all existing utility and drainage
easements and rights -of -way granted by Licensor for the installation. maintenance.
inspection, repair or removal of facilities owned or operated by electric. gas. water, sewer.
communication or other utility companies. Licensee's rights shall additionally be subject
to all rights granted by any ordinance or statute which allows utility companies to use
publicly -owned property for the provision of utility services.
7. INSURANCE.
7.1. Licensee shall require the Volunteers to procure and maintain at all times. in full force and
effect, the following policies of insurance: (i) statutory worker's compensation insurance for all of
the Volunteers employees and all workmen on the Licensed Premises performing construction of
Discretionary Improvements, (ii) commercial general liability insurance, (iii) business automobile
insurance, and (iv) builder's risk insurance. fhe commercial general liability insurance policy and
the automobile liability insurance policy shall be primary to all other insurance maintained by
Licensee or Licensor and shall be non-contributory: shall contain an endorsement listing the
Licensor and Licensee as additional insured (endorsement CG 20 10 10 01 and CG 20 37 10 01)
such that coverage is provided to the additional insured parties for completed operations: and shall
be written for not less than the limits of liability as follows:
a. Commercial General Liability:
$1,000,000 each occurrence;
$2.000,000 general aggregate per project:
$1,000,000 product / completed operations aggregate: and
$1,000,000 personal and advertising injury.
b. Business Automobile Liability:
$1,000,000 combined single limit on any vehicle.
7.2 Certificates. As a condition precedent to the effectiveness of this License. Licensee shall
furnish Licensor with appropriate certificates of insurance signed by the respective insurance
companies as proof that the Volunteers have obtained the types and amounts of insurance covet age
required herein. If any such policy shall expire before the term of this License. Licensee shall
furnish to Licensor a renewal certificate of insurance not less than thirty (30) days prior to the
expiration of any such insurance policy required hereunder.
LICENSE AGRFF\IFNT WI E El EVERGREEN FOUND;\'E'loN > ur 12
7.3. Additional Requirements.
a. All insurance companies providing coverage pursuant to the requirements of this
License Agreement shall have a minimum Bests Rating of A- and a Financial Size
Category listing of no lower than VI1. both as provided by A.M. Best Company. Inc. Upon
request by Licensor. Licensee shall deliver a copy of all such policies of insurance required
in this License Agreement.
b. The commercial general liability policy shall contain a contractual liability
endorsement and a products completed operations endorsement. The insurance policies
shall not include any of the following endorsements excluding or limiting coverage: (i)
contractual liability limitation, CG 21 39: (ir) amendment of insured contract definition, CG
24 26: (iii) exclusion — explosion. collapse and underground property damage hazard, CG
21 42 or CG 21 43: (iv) limitation of coverage to designated premises of project, CG 21 44
07 98: (v) exclusion — damage to work performed by subcontractors on your behalf. CG 22
94 or CG 22 95: (vi) any type of construction defect completed operations exclusion:
and/or (vii) any type of punitive, exemplary, or multiplied damages exclusion.
c. The worker's compensation policy shall contain a waiver of subrogation
endorsement in favor of Licensor and Licensee.
8. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Licensee shall operate as an independent contractor as to
all rights and privileges granted herein, and not as an agent representative Or employee of Licensor.
Licensee shall have the exclusive right to control the details of its operations and activities on the Licensed
Premises and shall be solely responsible for the acts and omissions of its officers. agents, servants
employees Volunteers, contractors, subcontractors patrons, licensees and invitees. Licensee acknowledges
that the doctrine of reesponcleat superior shall not apply as between Licensor and Licensee, its officers.
agents. Volunteers, employees, contractors and subcontractors. Licensee further agrees that nothing herein
shall be construed as the creation of a partnership or joint entet prise between Licensor and Licensee.
9. INDEMNIFICATION.
9.1. LICENSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, DE.4TH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH LICENSEE'S USE OF OR OPERATIONS ON THE LICENSED
PREMISES OR WITH THE MAINTENANCE, USE, OR OCCUPANCY OF THE LICENSED
PREMISES OR ANY IMPROVEMENTS THEREON BY LICENSEE, ITS OFFICERS,
AGENTS, EMPLOYEES, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS,
LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE SOLE
NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LICENSOR,
ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9.2 LICENSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY,
HOLD HARMLESS AND DEFEND LICENSOR /7S OFFICERS, AGENTS, SERVANTS,
REPRESENTATIVES, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS,
DAMAGES, LOSSES, AND LAWSUITS, INCLUDING, BUT NOT LIMITED TO, PROPERTY
I.ICFNS(: AGREEMENT wffl1 EVN:RGRFFN FOUNDATION 6 of 12
DAMAGE OR LOSS AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO,
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE USE,
MAINTENANCE, OR OCCUPANCY OF THE LICENSED PREMISES OR ANY
IMPROVEMENTS CONSTRUCTED THEREON BY LICENSEE, ITS OFFICERS, AGENTS,
VOLUNTEERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR
INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE SOLE NEGLIGENCE, GROSS
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LICENSOR, ITS OFFICERS
AGENTS, SER V4 NTS OR EMPLOYEES.
9.3 LICENSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LICENSOR
FOR ANY AND ALL INJURIES OR DAMAGES TO THE LICENSED PREMISES OR ANY
IMPROVEMENTS THEREON, WHICH ARISE OUT OF OR IN CONNECTION WITH ANY
AND ALL ACTS OF LICENSEE, 1 TS OFFICERS, AGENTS, VOL UN7'EERS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, LICENSEES OR IN VI TEES, EXCEPT TO THE
EXTENT CAUSED BY THE SOLE NEGLIGENCE, GROSS NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LICENSOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPL O YEES.
10. DEFAULT AND TERMINATION,.
In addition to termination rights contained elsewhere in this License. Licensor shall have the right
to terminate this License as follows:
10.1. Breach or Default bv Licensee. If Licensee commits and breach or default, Licensor
shall deliver written notice to Licensee specifying the nature of such breach or default Licensee
shall have ten (10) calendar days following such written notice to cure the default or breach. If
Licensee tails to cure the breach or default within such time period, Licensor shall have the right to
terminate this License immediately; provided. however, Licensor shall not have the right to
terminate this License if (i) Licensee's breach or default is of a nature not reasonably capable of
being cured \\ ithin ten (10) days, (ii) Licensee commences to cure such breach or default \\ ithin the
10-day period, and (i i i) Licensee diligently pursues the cure to completion.
10.2. Discontinuation or Failure to Coniui lete Construction of Discretionary Improvements,
a. Subject to Force Majeure Events. if Licensee falls to complete construction of the
Discretionary Improvements in accordance with the approved plans and specifications
within the Primary Term or the Renewal Terms, Licensee shall be in default of the License,
absent a nlutuall\ agreed -upon «ritten waiver of this time requirement.
b. Licensor reserves all other rights and remedies available to it whether expressly
stated or not.
10.3. Riuhts of Licensor Upon Termination 0I' Expiration,. upon termination or expiration of
this License. title to all improvements on the Licensed Premises, including the Discretionary
Improvements. and all fixtures and other items attached to any structure on the Licensed Premises
shall pass to Licensor. In addition, all rights. powers and privileges granted to Licensee hereunder
shall cease and Licensee shall vacate the Licensed Premises. Within twenty (20) calendar days
lollowin` the effective date of termination or expiration, Licensee shall remove from the Licensed
Premises all trade fixtures, tools. machinery, equipment, materials and supplies placed on the
1.1(_'I,NSL AGREEMENT WITH EVERGREEN FOUNDATION 7 0112
Licensed Premises by Licensee pursuant to this License. After such time. Licensor shall have the
right to take lull possession of the Licensed Premises, by force it' necessary. and to remove any and
all parties and property remaining on any pal of the Licensed Premises. Licensee agrees that it will
assert no claim of any kind against Licensor, its agents. servants. employees or representatives
which may stem nom Licensor's asset Lion of its ► ights under this Section 10.3.
11. NOTICES.
Notices required pursuant to the provisions of this License shall be conclusively determined to have
been delivered when (i) hand -delivered to the other party. its agents, employees. servants of representatives.
or (ii) deposited in the United Stites Mail, postage prepaid, addressed as follows:
TO LICENSOR:
City of Fort Worth
Attn: Director
Parks and Community Services Department
4200 South Freeway. Suite 2200
Foit Worth, Texas 76115
With a coPy to:
City of Fort Worth
Attn: City Attorney
1000 Throckmorton
Fort Worth, TX 76102
TO LICENSEE:
Evergreen Foundation
Attn Cindy Code
8500 Station Street. Suite 230
Mentor, OH 44060
12. LIENS BY LICENSEE.
Licensee will not cause or permit any lien to be filed against the Licensed Premises or interest in the
property of Licensor. If any such purported lien is filed Licensee. at its sole cost and expense, shall
liquidate and dischaige the same within ninety (90) calendar days of such filing. Licensee s failure to
discharge any such purported lien within such 90-day period shall constitute a breach of this License and
Licensor may terminate this License upon thirty (30) calendar days written notice. However Licensee's
financial obligation to Licensor to liquidate and discharge such lien shall continue in effect following
termination of this License and until such a time as the lien is discharged.
13. TAXES AND ASSESSMENTS.
Licensee agrees to pay any and all federal. state or local taxes. or assessments which may lawfully
be levied against Licensee due to Licensee's use or occupancy of the Licensed Premises or anv
improvements or property placed on the Licensed Premises by Licensee as a result of its occupancy.
IAc t:Nsi: AGREEMENT WITti EVERGREEN rcit:NDATK>N 8 of 12
14. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
14.1 Licensee covenants and agrees that it shall not engage in any unlawful use of the Licensed
Premises. Licensee further agrees that it shall not permit its officers. agents. servants. Volunteers
employees, contractors, subcontractors, patrons. licensees or invitees to engage in any unlawful use
of the Licensed Premises and Licensee immediately shall remoxe from the Licensed Premises any
person engaging in such unlawful activities. Unlawful use of the Licensed Premises by Licensee
itself shall constitute an immediate breach of this License.
14.2 Licensee agrees to comply and ensure compliance with all federal. state and local laws; all
ordinances, rules and regulations of Licensor; and all rules and regulations adopted by the City
Council pertaining to the Licensed Premises. If Licensor notifies Licensee or any of its officers,
agents, employees. contractors, subcontractors, licensees or invitees of any violation of such laws,
ordinances rules or regulations, Licensee shall immediately desist from and correct the violation.
15. NON-DISCRIMINATION COVENANT.
15.1 Licensee. for itself. its successors in interest and assigns. as part of the consideration herein,
agrees as a covenant running with the land that no person shall be excluded from participation in or
denied the benefits of Licensee's use of the Licensed Premises on the basis of race, color national
origin religion, handicap. sex. sexual orientation familial status, gender identity gender
expression, or transgender. Licensee further agrees for itself, its successors m interest and assigns
that no person shall be excluded from the provision of any services on or in the construction of any
improvements or alterations to the Licensed Premises on grounds of race, color. national origin.
religion, handicap. sex, sexual orientation, familial status, gender identity, gender expression. or
transgender.
15.2 IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-
DISCRIMINATION COVENANT BY LICENSEE, ITS SUCCESSORS IN INTEREST OR
ASSIGNS, LICENSEE AGREES TO INDEMNIFY LICENSOR AND HOLD LICENSOR
HARMLESS.
16. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this License. Licensor does not \naive or surrender
any of its governmental powers or immunities.
17. NO WAIVER.
The failure of Licensor to insist upon the performance of any teen or provision of this License or to
exercise any right granted herein shall not constitute a waiver of Licensors right to insist upon appropriate
performance or to assert any such right on any tutute occasion.
18. VENUE AND CHOICE OF LAW.
If any action. whether real or asserted. at law or in equity. arises on the basis of any provision of this
License or of Licensee's operations on the Licensed Premises, venue for such action shall he in state courts
located in Tarrant County, Texas or the United States District Court for the Northern District of Texas. Fort
Worth Division. Phis License shall be construed in accordance with the laws of the State of Texas.
LICI:NSF A(GRI:E\ENT WITH EVERGREEN FOUNDATION 9 of 12
19. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this License and either party
should retain attorneys or incur other expenses for the collection of rent. fees or charges, or the enforcement
of performance or observances of any covenant. obligation or agreement. Licensor and Licensee agree that
each party shall be responsible for its own attorneys fees.
20. SEVERABILITY.
If any provision of this License shall be held to be invalid, illegal or unenforceable, the validity.
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
21. FORCE MAJEURE.
If either party is unable, either in whole of part. to fulfill its obligations under this Agreement due to
acts of God strikes, lockouts. or other industrial disturbances: acts of public enemies; wars: blockades:
insurrections: riots. epidemics: public health crises: earthquakes; files; floods; restraints or prohibitions by
any court, hoard. department, commission, or agency of the United States or of any state; declaration of a
state of disaster or emergency by the federal, state, county, or City goveinment in accordance with
applicable law: issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States
Department of Homeland Security or any equivalent alert system that may be instituted by any agency of the
United States: any arrests and restraints: civil distuibances: or explosions: or some other reason beyond the
party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force
Majeure Event will be suspended only during the continuance ot such Event. If a Force Majeure Event
occurs. Licensor may, in its sole discietion, close or postpone the opening of its community centers, parks
of other City of Foit Worth -owned and operated properties and facilities in the interest of public safety and
opeiate them as Licensor sees fit Licensee heieby waives any claims it may have against Licensor for
damages resulting from any such Force Majeure Bent.
22. HEADINGS NOT CONTROLLING.
Headings and titles used in this License are for reference purposes only and shall not be deemed a
part of this License.
23. ENTIRETY OF AGREEMENT; AMENDMENT.
This License, including any documents attached hereto or incorporated herein by reference.
contains the entire understanding and agreement between Licensor and Licensee, its assigns and successors
in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agieement is
hereby declared null and void to the extent in conflict with any provisions ot this License The terms and
conditions of this License shall not be amended unless agreed to in writing by both parties and. if necessary
approved by the City Council of Licensor.
N WITNESS WHEREOF, the parties hereto have executed this License in multiple counterparts.
this , day of `> t'� , 2015.
1.1CF.NSF AG1211 NIL \MITI EN/I R(02FE FOtiN[)ATION 10 of 12
CITY OF FORT WORTH EVERGREEN FOUNDATION
B
Susan Alanis
Assistant City Manager
APPROVED AS TO FORM A►ND LEGALITY:
By:
Tyl50.allach
Assistant City Attorney
No M&C required
By:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
LICENSE AGREEMENT WITH EVERGREEN FOUNDATION 11 of 12
CITY OF FORT WORTH
By:
Susan Alanis
Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Tyler Wallach
Assistant City Attorney
ATTEST:
:
By
Mary J. Kayser
City Secretary
No M&C required
EVERGREEN FOUNDATION
T
By:
•
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
LICENSE AGREEMENT WITH EVERGREEN FOUNDATION 11 of 12
EXHIBIT "A"
LICENSED PRE NI ISES
Exhibit A
Southwest Park
Ingress and egress for construction acfirrteshaff be from
southwestern corner of the parking lutJCS a
-
4'l ttc= location LYE temporary atl' \ .'L t'LSp2M. C"Uc
fet tic tit ttlt net tti1.'ti'iSLLI it covim cot'
LICENSE AGREEMENT WITH EVERGREEN FOUNDATION 12 of 12