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HomeMy WebLinkAboutContract 44320 (2)CITY SECRETARY;l�-1 �7 CONTRACT NO. LICENSE AGREEMENT WITH TEAM FORT WORTH FOR THE USE OF BERTHA COLLINS SPORTS CENTER This License Agreement Regarding the Use of Bertha Collins Sports Center ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and Team Fort Worth Youth Services, Inc. ("TFW"), a Texas non-profit corporation acting by and through its duly authorized President. WHEREAS, City owns a community center located at 1501 MLK Freeway in Fort Worth, Texas 76104, known as the Bertha Collins Sports Center; WHEREAS, City issued a request for qualifications seeking organizations that could supply turn -key operation of programming at the Bertha Collins Sports Center, including management, development, funding, and operation; WHEREAS, TFW submitted a response and was selected as the most qualified of the candidates; WHEREAS, TFW is an established organization designed to offer sports, educational, social, physical fitness, and multi -cultural community programs for all ages to serve its mission of reducing drug and alcohol abuse and gang -related activity; provide educational programing for leadership development, community involvement, and enhanced image; and to serve the growth and security of its membership base; WHEREAS, City and TFW are currently parties to a Temporary License Agreement, as amended, for the use of Bertha Collins Sports Center, which specifically allows TFW access to Bertha Collins Sport Center for the purpose of preparing the operations in anticipation of executing a long-term license agreement, the same being Fort Worth City Secretary Contract Numbers 44141 and 44141-Al ("Temporary License Agreement"); and WHEREAS, the Temporary License Agreement expires on its own terms on March 31, 2013, and the parties desire for this Agreement to serve as the above - referenced long-term license agreement in accordance with the terms stated herein. NOW, THEREFORE, in consideration of the mutual covenant herein expressed, the City and TFW do hereby agree as follows: 1. PURPOSE A. The purpose of this Agreement is to allow TFW to use all portions of the Bertha Collins Sports Center located at 1501 MLK Freeway North, Fort Worth, Texas 76102 (the "Center") to provide youth and adult programming, including, sports, educational, social, physical fitness, and multi -cultural community programs, to Team Fort Worth License Agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX RECEIVED MAR292013 '°"5 serve its mission of reducing drug and alcohol abuse and gang -related activity; provide educational programing for leadership development, community involvement, and enhanced image; and to serve the growth and security of its membership base. The location of the Center is more particularly described in Exhibit A, attached hereto and incorporated herein. 2. OPERATING RIGHTS AND DUTIES. A. Subject to and in accordance with the terms and conditions of this Agreement, City hereby grants to TFW a license and non-exclusive right to operate in the Center TFW shall use the Center solely for the purposes of conducting (i) youth and adult programs, including sports, education, social, physical fitness, and multi -cultural community programs, and (ii) volunteer trainings associated with the purposes herein described. City reserves the right to enter into and grant other and future licenses, leases, and other authorizations for use of the Center to other persons and entities as the City deems appropriate in accordance with applicable law; provided, however, that in granting subsequent authorization for use the City will not allow a use that will unreasonably interfere with the TFW's use of the Center as provided herein. B. TFW is only allowed to occupy the Center for a total of 90 hours per week or 4,680 hours annually. At each quarterly meeting ((as described and set forth in subsection 7(b)), TFW shall submit a schedule detailing the dates and hours that it intends to operate the Center for the upcoming quartei. The schedule shall be subject to the City's approval, which shall not be unreasonable withheld, conditioned, or delayed. Any amendment to the schedule shall be by mutual written agreement of the parties. Notwithstanding anything to the contrary, the Center shall not be available to TFW during identified City programs, or on other occasions determined by the City or in the event of a Center closure in accordance with Sections 14 and 15. The City shall provide TFW with at least two (2) weeks' notice of City programs and other occasions that will require use or closure of the gymnasium and/or meeting rooms and will prevent TFW from using those portions of the Center except for unforeseen emergency situations. C. The Center shall operate under the ordinances, rules and regulations of the City of Fort Worth and the Parks and Community Services Department and in strict accordance with all of the terms and conditions provided for in this Agreement. D. The City shall not be obligated to expend funds over the annual maximum amount allocated for the Center. In the event the annual appropriation is exhausted before the end of the City's budget year, the parties agree to negotiate in good faith concerning any required reduction in resources. If for any reason, at any time during any term of this Agreement, the City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this Agreement, the City may terminate this Agreement to be effective on the later of (i) thirty (30) days following delivery by the City to TFW of written notice of the City's intention to Team Fort Worth License Agreement 2 of 15 terminate or (ii) the last date for which funding has been appropriated by the City Council for the purposes set forth in this Agreement. 3. TERM; TERMINATION A. This Agreement governs TFW's use of the Center for an initial three (3) year period, beginning on April 1, 2013, and expiring on March 31, 2016 unless terminated earlier as provided herein. The parties may, by written mutual agreement, extend this Agreement for two additional two (2) year renewal periods. B. Each of the following events shall be deemed to be an "Event of Default" by TFW under the Agreement: (1) TFW fails to pay any installment of rent hereunder and such failure shall continue for a period of fifteen (15) days from the date that City sends written notice of the failure to pay rental; (2) TFW fails to comply with any term, covenant, or provision of this Agreement; (3) TFW fails to maintain all required insurance in accordance with Section 13 of this Agreement; (4) TFW attempts to assign this Agreement without the City's written consent; (5) TFW vacates any portion of the Center and such vacancy shall continue for a period of thirty (30) days after receipt by TFW of written notice from the City of the vacancy; and/or (6) TFW shall do or knowingly permit to be done anything that creates a lien on the Center. (7) On the occurrence of any such Event(s) of Default, the City shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever: terminate this Agreement, in which event TFW shall immediately surrender the Center to the City, and if TFW fails to do so, the City may, without prejudice to any other remedy that it may have for possession or arrearages in rental, enter on and take possession of the Center and expel or remove, by force if necessary, TFW and any other person who may be occupying the Center or any part thereof, without being liable for prosecution or any claim of damages thereof; and TFW agrees to pay to the City on demand the amount of all loss and damage that the City may suffer by reason of such termination whether through inability to re -let the Center on satisfactory terms or otherwise; provided, however, that the City shall make all reasonable efforts to re -let the Center and TFW shall be entitled to dollar -per -dollar reduction in lost -rent damages for all monies that the City receives or is entitled to from any replacement tenant. Team Fort Worth License Agreement 3 of 15 (8) No pursuit of any remedy by City constitutes a forfeiture or waiver of any rent due to City or of any damages accruing to City by reason of the violation of any of the terms, provisions, and covenants herein contained. No act or thing done by City or its officers, agents or employees during the term of this Agreement shall be deemed a termination of the Agreement or an acceptance of the surrender of the Center, and no agreement to terminate this Agreement or accept a surrender of the Center shall be valid unless in writing signed by City. City's acceptance of the payment of rental or other payments after the occurrence of an Event of Default shall not be construed as waiver of such default, unless City notifies Licensee in writing. Any act by City to enforce one or more of the remedies herein provided upon an Event of Default shall not be deemed or construed to constitute a waiver of such default or of City's right to enforce any such remedies with respect to such default or subsequent default. City may terminate this Agreement without cause by providing TFW with no less than 90 days' written notice prior to the intended termination date. D. Following expiration or termination of this Agreement, TFW shall promptly remove all of its personal property; provided, however, TFW shall not be obligated to remove any fixtures. TFW shall also repair any TFW-caused damage to the Center including, but not limited to, any damage that TFW causes during removal of TFW's property, to the satisfaction of the City. Following removal of all of TFW's personal property and repair of any damage, TFW shall relinquish possession of the Center to City. 4. REGISTRATION FEES A. TFW shall pay an annual membership fee of $10.00 per youth for each participant utilizing the City's Youth Athletics Program ( `YAP"). These fees shall be due during the registration period of the YAP All payments shall be made payable to the "City of Fort Worth" and remitted to the Athletic Coordinator, Haws Athletic Center at 600 Congress Street, Fort Worth, Texas 76107. B. TFW shall also pay the then -effective program fee per session/season for each participant taking part in a city program. These fees shall be due to the City at the end of the business day on the date that registration closes for the respective program. All payments shall be made payable to the "City of Fort Worth" and remitted to the Athletic Coordinator, Haws Athletic Center at 600 Congress Street, Fort Worth, Texas 76107. C. The establishment of fees is within the sole discretion of the City and may be revised from time -to -time by the City. Team Fort Worth License Agreement 4 of 15 5. RESPONSIBILITIES OF TFW A. TFW may use the Center for the purposes and during the times authorized in Section 2, subject to and in accordance with the terms and conditions of this Agreement. At the quarterly meeting with City staff ((see Subsection 7(B)), TFW shall provide City with a draft written schedule of all TFW programs for the upcoming quarter. TFW must submit a written reservation request to the City's Athletic Coordinator for: (i) any use of the Center that is determined to be a large program/event exceeding 200 participants, (ii) any use of the Center that is for any purpose not specifically listed in this Agreement — regardless of when the proposed use is intended to occur or (iii) any use of any City facility other than the Center. Such requests must be received by the City at least thirty (30) days prior to the proposed use. The City may, in its sole discretion, approve or reject any such reservation request. C. At the quarterly meeting with City staff ((see Subsection 7(B)), TFW shall provide the City's Athletic Coordinator with attendance numbers for all of its activities at the Center during the previous quarter listed by month. D. During the City's YAP basketball season, TFW shall remove all equipment from common -use areas (including, but not limited to, the gymnasium, and hallways) and store such equipment prior to YAP games. City shall not be responsible for loss or theft of TFW equipment. E TFW shall be solely responsible for maintaining and cleaning the Center. At a minimum, maintaining and cleaning shall include litter control, sweeping, mopping, dusting cleaning of commodes and urinals, and cleaning of windows/glass. TFW shall not be responsible for maintaining or cleaning the Center in connection with City activities or use. F. TFW shall follow the City's YAP policy for accepting volunteers who have contact with children. Policy: It is the responsibility of the YAP to provide background checks on all volunteers before they are accepted into the league. Offenses such as drug -related crimes, felonies, assault and/or battery, illegal possession of fireaiuis, and physical or sexual abuse will result in disqualification or termination of the volunteer. In addition, TFW is strongly encouraged to perform background checks on all of its volunteers, even if they do not volunteer in connection with the City's YAP. G. TFW shall adhere to all policies, procedures, and program dates/deadlines set forth by the City, including, but not limited to, all program and facility rules, and shall assist City staff to ensure that all policies, procedures, and program dates/deadlines are followed for any City program that TFW participates in. Team Fort Worth License Agreement 5 of 15 H. TFW shall keep accurate Records of all teams participating in YAP sports at the Center. Upon request by the City, TFW must supply the City with any Records pertaining to the Center or TFW s participation in the YAP. For purposes of this provision, the term "Records" shall include, but not be limited to, team rosters, coaches' registrations, and participant birth certificates. I. TFW shall ensure that all individuals using the Center, including, but not limited to, participants, coaches, and volunteers, have current City -issued membership cards, if participating in YAP sports. J On or before January 31s of each year, TFW will provide the City with an updated inventory list of all TFW-owned items at the Center, including, but not limited to, equipment, furniture, and supplies. For purposes of this provision, `TFW-owned items" shall mean items that are not supplied or purchased by the City. If, at any time during this Agieement, TFW adds or removes any TFW- owned items, TFW shall provide the City with an amended inventory list within thirty (30) days of the date the item or items are removed or added. K. TFW shall comply or ensure compliance with all federal, state, and local laws, regulations, and ordinances related to its operations and with all applicable YAP guidelines. If the City notifies TFW of any noncompliance TFW shall immediately correct the issue at its sole cost and expense. L Subject to ordinary wear and tear, TFW will pay the costs of repairing (to its condition immediately preceding the occurrence of such damage or better) any damage which may be done to the Center or any of the fixtures, furniture or furnishings by any act of TFW or any of TFW'S employees, agents, officers, or anyone visiting the Center upon the invitation of the TFW or function for which TFW hereby is licensing the Center. The City shall determine, in its sole discretion, whether any damage has occurred, the amount of the damage and the reasonable costs of repairing the damage, and whether, under the terms of the Agreement, TFW is responsible. City shall be the sole judge of the quality of the maintenance and/or damage of the Center, furnishings, fixture or furniture by the TFW. The costs of repairing any damage to the Center shall be immediately due and payable by the TFW upon TFW's receipt of a written invoice from the City. 6. RESPONSIBILITIES OF CITY A. The City shall provide TFW with use of the Center in accordance with the terms of this Agreement. B. The City will execute a facility tour of the Center on a monthly basis and complete a facility inspection report and will submit its findings to TFW. Team Fort Worth License Agreement 6 of 15 C. City shall be solely responsible for maintaining the grounds outside the center and repair significant infrastructure as defined by the City (e.g., gymnasium lights) and pay for all utility costs during the term of this Agreement. 7. JOINT RESPONSIBILITIES OF THE CITY AND TFW A. The City s Athletic Coordinator shall serve as the primacy point of contact between TFW and the City for all issues relating to operation and use of the Center and other City facilities (including, but not limited to, inquiries regarding facility availability). B. The City and TFW shall meet once a quarter, at a time and place convenient to both parties, to monitor compliance with this Agreement. C. TFW and City employees shall not engage in conduct that could be determined to be detrimental to the public trust. Such conduct shall include, but not be limited to, public intoxication; fighting; criminal activity; illegal drug activity* discourteous treatment of others; slandering or defaming public officials appointees, or staff; or any other conduct that could damage or harm the public's perception or trust of the City and/or any of its officials, appointees, or staff. 8. REVENUES AND PAYMENTS TFW shall pay the City a building license fee of $20,000.00 annually or $5,000 per quarter for the right to license the Center. This fee shall be payable by TFW in equal quarterly installments of five thousand dollars ($5,000.00) each, with such payments being due no later than 5:00 pm (Central Time) of the 15 h day of June, September, December, and March for the term of this Agreement. All payments shall be made payable to the "City of Fort Worth" and remitted to the Athletic Coordinator, Haws Athletic Center at 600 Congress Street, Fort Worth, Texas 76107. 9. NONDISCRIMINATION/EQUAL OPPORTUNITY TFW, for itself, its personal representatives, successors in interest, and assigns, as part of the consideration herein, agrees that no person shall be excluded from participation in or denied the benefits of TFW's use of the Center on the basis of race, age, color, national origin, ethnicity, religion, disability, gender, sexual orientation, or familial status or any other protected class of people. TFW further agrees for itself, its personal representatives, successors in interest, and assigns that no person shall be excluded from the provision of any services on the Center on grounds of race, age, color, national origin, ethnicity religion, disability, gender, sexual orientation, or familial status or any other protected class. Team Fort Worth License Agreement 7 of 15 10. ASSIGNMENT TFW may not assign, transfer, or otherwise convey to any other party any of TFW's rights or obligations under this Agreement without the prior written consent of the City. Any such attempted assignment without the City's consent shall be void and constitute a breach of this Agreement subject to immediate termination in accordance with Section 3. 11. INDEPENDENT CONTRACTOR It is expressly understood and agreed that TFW shall operate hereunder as an independent contractor in each and every respect and not as an agent, representative, or employee of the City. TFW shall have the exclusive right relative to the terms of this Agreement and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, separate contractors, subcontractors, licensees, invitees, and program participants. TFW acknowledges that the doctrine of respondeat superior will not apply as between the City and TFW, its officers, agents, servants employees, contractors, subcontractors, licensees invitees and program participants. TFW further acknowledges and understands that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the City and the TFW. 12. INDEMNITY AND LIABILITY A. TFW AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES 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 A 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) TFW'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF TFW, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES CONTRACTORS (OTHER THAN THE CITY), SUBCONTRACTORS, LICENSEES INVITEES, OR PROGRAM PARTICIPANTS RELATED TO THE TERMS AND CONDITIONS OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT. THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY, ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS. IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH TFW AND CITY, RESPONSIBILITY IF ANY, SHALL BE APPORTIONED Team Fort Worth License Agreement 8 of 15 COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. B. TFW covenants and agrees that City shall in no way or under any circumstances be responsible for any property belonging to TFW, its members, employees, agents subcontractors, invitees, licensees, or trespassers, which may be stolen, destroyed, or in any way damaged and TFW HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY FROM AND AGAINST ANY AND ALL SUCH CLAIMS. City does not guarantee police protection and will not be liable for any loss or damage sustained by TFW its members, employees, agents, subcontractors, invitees, licensees, or trespassers on the Center. C. 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. D. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, TFW, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDING, AT TFW'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. E Notwithstanding anything to the contrary, this Section shall survive the termination or expiration of this Agreement. 13. INSURANCE During the term of this Agreement, TFW shall maintain in full force and effect, at its own cost and expense, the following minimum insurance coverage A. Commercial General Liability Insurance written on an occurrence basis with no exclusion in policy, naming the City as an additional insured, and having the following minimum policy limits: $1,000,000.00 each occurrence, $1,000,000.00 annual aggregate limit. B. Automobile Liability Insurance with policy limits of $1,000 000.00 dollars each accident, or reasonably equivalent split limits approved by the City's Risk Manager. C. Workers Compensation — In the event the TFW hires paid employees, workers compensation shall be required in accordance with this paragraph. Statutory Worker's Compensation Insurance in compliance with the requirements of state law with policy endorsed to provide a waiver of subrogation as to City, and Employees' Liability Policy of Insurance with coverage of not less than $100,000.00 each accident, $500,000.00 disease -policy limit, and $100,000.00 Team Fort Worth License Agreement 9 of 15 disease — each employee. To the extent permitted by law and approved by the City's Risk Management Division, TFW may arrange for alternative coverage such as occupational accident insurance in lieu of statutory worker's compensation insurance. TFW may not employ alternate insurance coverage unless the insurer, limits, terms, and scope of coverage have been accepted in writing by the City's Risk Management Division. D. Additional Insurance Requirements Applicable to All Insurance Policies 1. The City of Fort Worth shall be made an additional insured by endorsement, on all of TFW's insurance policy or policies except for automobile liability and Workers' Compensation insurance. 2. All insurance policies shall be endorsed with a waiver of subrogation in favor of the City. 3. All insurers must be authorized to do business in the State of Texas or otherwise be approved by the City's Risk Management Division and must be acceptable to the City with respect to their financial strength and solvency. 4. The deductible limit on any of the policies shall not exceed $10,000.00 per occurrence or per accident unless approved in writing by the City. 5. Each TFW policy required under this Agreement must be endorsed to provide that the City be given notice a minimum of thirty (30) days prior to insurer action in the event of cancellation, non -renewal, or material change on coverage. 6. TFW shall provide the City's Risk Management Division with certificates of insurance documenting all required coverage with ten days of initial execution of this Agreement and with updated certificates on or before January 15th of each year that this Agreement remains in effect. 7 TFW shall ensure that the City is provided with a copy of any and all required insurance policies on request. 8. In the event that TFW becomes aware of any damages sustained or claimed to be sustained by a third party or of any incident occurring at the Center that may give rise to a claim against the City, TFW shall notify the Athletic Coordinator and the City's Risk Management Division as soon as possible. 9. All notices provided pursuant to this section shall be provided in accordance with the notice requirements of this Agreement. Team Fort Worth License Agreement 10 of 15 14. CENTER CLOSURE City may, in exercise of its reasonable discretion, close the Center to TFW due to inclement weather or other unforeseen circumstances inclusive of Emergency Shelter use. 15. FORCE MAJEURE If either party is unable, either in whole or 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; fires; floods; restraints or piohibitions by any court board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States Department of Homeland Secuiity or any equivalent alert system that may be instituted by any agency United States; any arrests and restraints; civil disturbances; 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 of such event. If a Force Majeure Event occurs, the City may, in its sole discretion, close or postpone the opening of its community centers, parks or other City -owned and operated properties and facilities in the interest of public safety and operate them as the City sees fit. TFW hereby waives any claims it may have against the City for damages resulting from any such Force Majeure Event. 16. NOTICES All notices required or permitted under this Agreement may be given to a party personally or by United States First Class mail and addressed to such party at the address stated below or to such other address as a party may specify in advance in writing. Any notice given by mail shall be deemed to have been received on the date deposited in the United States mail so addressed with postage prepaid: CITY: City of Fort Worth c/o Director Parks and Community Services Department 4200 South Freeway, Suite 2200 Fort Worth, Texas 76115 Team Fort Worth Attn: Cynthia Guillory P.O. Box 15320 Fort Worth, TX 76119 17. SEVERABILITY, WAIVER AND SECTION HEADINGS A. In the event any covenant, condition, or provision of this Agreement 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 Team Fort Worth License Agreement 11 of 15 covenant, condition, or provision does not materially prejudice either TFW or City in connection with the rights and obligations contained in the valid covenants, conditions, or provisions of this Agreement. The failure of City to insist on the performance of any term o1 provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's ability to assert or rely on any such term or right on any future occasion. The waiver by the City of any default or breach 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 of any other term, covenant, or condition of this Agreement, regardless of when the breach occurs. C. The section headings contained herein are solely for convenience in reference and aie not intended to define or limit the scope of any provision of this Agreement. 18. ENTIRE UNDERSTANDING; MODIFICATION A. This written instrument (including all attachments, schedules, and exhibits attached hereto) constitutes the entire understanding of the parties concerning City's and TFW's roles and obligations in regard to TFW's use of the Center. Any prior or contemporaneous oral or written agreement that purports to vary from the terms hereof shall be void. B. Amendments to this Agreement or to any attachment, schedule, or exhibit attached hereto may be proposed by either party and shall take effect on written approval by both parties. C. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and properly authorized assigns. 19. CHOICE OF LAW; VENUE A. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. B. If any action, whether real or asserted, at law or in equity, ariseson the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. 20. REVIEW OF COUNSEL The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Agreement and that the normal rules of construction to the effect Team Fort Worth License Agreement 12 of 15 that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or attachments hereto. 21. CONTRACTING AUTHORITY By executing this Agreement, TFW's agent affirms that he or she is authorized by TFW to execute this Agreement and that all representations made herein with regard to TFW's identity, address, and legal status are true and correct. The City is fully entitled to rely on this warranty and representation in entering into this Agreement. 22. AUDIT TFW agrees that City will have the right to audit the financial and business records of TFW that relate to this Agreement (collectively ` Records") at any time during the any term of this Agreement and for three (3) years thereafter in order to determine compliance with this Agreement. Throughout the term of this Agreement and for three (3) years thereafter, TFW shall make all Records available to City on 1000 Throckmorton Street, Fort Worth, Texas or at another location in City acceptable to both parties following reasonable advance notice by City and shall otherwise cooperate fully with City during any audit. Notwithstanding anything to the contrary herein, this Section shall survive expiration or earlier termination of this Agreement. 23. ACCEPTANCE OF CENTER TFW takes all portions of the Center and all appurtenances in "AS IS' condition without any express or implied warranty on the part of the City. TFW accepts the Center in its present condition, finds it suitable for the purposes intended, and further acknowledges that TFW is thoroughly familiar with such condition by reason of personal inspection and does not rely on any representations by the City as to the condition of the Center or its suitability for the purposes intended. TFW's taking possession of the Center shall be conclusive evidence that: (a) the Center is suitable for the purposes and uses for which same is licensed; and (b) the TFW waives any and all defects in and to the Center and all the appurtenances thereto. The City shall not be liable to the TFW, its agents employees, contractors, subcontractors, invitees, licensees, or guests for any damage to any person or property due to the acts or omissions of the TFW. its agents, employees, contractors, or subcontractors. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Team Fort Worth License Agreement 13 of 15 • BERTHA COLLINS COMMUNITY CENTER AT HARMON PARK. 1501 MLK FREEWAY FORT WORTH, TX 76104 J 14 , i �-: tarl r •• Un ♦ \ �. • 0 t ft ,•4-It ItVr7 A - 1 • IN WITNESS WHEREOF, the parties hereto have executed this Agreement and any attachments and ex its in m ltiples in Fort Worth, Tarrant County, Texas, this the Lday of , 2013. CITY OF FORT WORTH b usan Alanis Assistant City Manager Approved as to Form and Legality: TylerWallach Assistant City Attorney Attest: City Secre Team Fort Worth License Agreement heit V@Shbit1/41441 fit9310000--drorAL14,0 eb. (3.:r 0 beinelratile:pce 's TEAM FORT WORTH by. ynthia Guillory President 14of 15