HomeMy WebLinkAboutContract 55686CSC N o. 55686
LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH
AND NANCYBUNTONGOLF, LLC FOR GOLF INSTRUCTION
THIS LICENSE AGREEMENT ("License") 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 NANCYBUNTONGOLF, LLC
("Licensee"), a Texas limited liability company. City and Licensee are referred to herein individually as
a"Party" and collectively as the "Parties."
WHEREAS, the City owns and operates the Rockwood Park Golf Course, Pecan Valley Golf
Course, and Meadowbrook Golf Course;
WHEREAS, Licensee is a member of the Professional Golfers Association of America and is
engaged in the instruction and training of youth and adult players in the sport of golf;
WHEREAS, Licensee wishes to license space at the Rockwood Park Golf Course, Pecan Valley
Golf Course, and Meadowbrook Golf Course to provide golf instruction, and the City desires to license a
portion of the golf courses to Licensee for said purpose; and
NOW, THEREFORE, in consideration of the covenants and agreements contained in this
License, City and Licensee hereby agree as follows:
SECTION 1
LICENSED PREMISES
11 Licensed Premises. For and in consideration of the License Fee to be paid under this
License and the agreements of the parties expressed herein, City grants to Licensee the use of certain space
within the following golf courses, as set forth in greater detail in Exhibit A, which is attached hereto and
incorporated herein ("Licensed Premises"):
Rockwood Park Golf Course, 1851 Jacksboro Highway, Fort Worth, Texas 76114
Pecan Valley Go1f Course, 6400 Pecan Valley Drive, Fort Worth, Texas 76132
Meadowbrook Golf Course 1815 Jenson Road, Fort Worth, Texas 76112
Any modifications to Exhibit A will be set forth in a written amendment to this License.
1.2 Condition of the Leased Premises. Licensee expressly acknowledges and agrees that it
has conducted a full and complete physical examination of the Licensed Premises and hereby accepts the
Licensed Premises, AS IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATEVER
NATURE, EXPRESS OR IMPLIED, IT BEING THE INTENTION OF CITY AND LICENSEE
TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED, IN
FACT OR BY LAW, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF
SUITABILITY, AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY
PARTICULAR PURPOSE, CONTAINED IN OR CREATED BY ANY APPLICABLE LAW OF
THE STATE OF TEXAS.
SECTION 2
USE OF THE LICENSED PREMISES
21 Licensee may use the Licensed Premises to provide golf lessons and clinics, video golf
lessons, and golf classes (collectively, "Lesson(s)") to individual youth players, groups of no more than seven
OFFICIAL RECORD
CITY SECRETARY
License Agreement with Nancybuntongolf, LLC
FT. WORTH, TX
youths, and individual and groups of adults who are 18 years of age or older ("Participants") forthebenefit
of the public and for no other purpose that is not specifically set forth in this License. Licensee will not
provide Lessons to youth in groups of more than seven Participants. Licensee may also conduct Golf
Academies or Schools if demand for such service presents itself.
2.2 Licensee only has the use of the Licensed Premises from 7:00 a.m. to 8:00 p.m. or as
daylight allows. All activities related to any Lessons must be completed within the published operating
hours, including, but not limited to, set-up and clean-up. If Licensee, for any reason, holds over beyond
the scheduled times, the Director of the City's Park & Recreation Department, or that person's designee,
("Director"), in that person's sole discretion, reserves the right to remove Licensee and the Participants
from the Licensed Premises or charge Licensee a fee for use of the Licensed Premises for the time period
beyond that which the Licensed Premises is reserved. Any additional fee will be commensurate with that
charged to other patrons of the golf courses using the same space for the same amount of time and will be
paid along with the Licensee Fee in accordance with Section 4 below.
2.3 The Licensed Premises will be closed and unavailable for use by the Licensee on all
regular City holidays. Except due to emergency circumstances or Force Majeure Events, City agrees to
notify Licensee of any change in the hours of operation for the Licensed Premises by providingLicensee
with written notice, within a reasonable time prior to the change taking effect. City agrees to provide
similar notice to Licensee should the Licensed Premises not be available to the Licensee due to special
events, scheduled maintenance or other non-emergency closures. In the event of a change in hours or
availability, such change will not give rise to any claim against the City by the Licensee, whether for lost
proiits, cost, overhead, or otherwise.
2.4 Licensee may bring onto the Licensed Premises any equipment reasonably necessary to
further the intended use of the Licensed Premises. The Director will ha�e the final say in equipment deemed
unreasonable for the outlined activities associated with this License.
2.5 Licensee is responsible for coordinating with each course's head professional to schedule
Lessons.
2.6 Licensee must provide any and all supplies necessary to conduct the Lessons, including, but not
limited to, golf clubs. City will provide all practice balls for Lessons and clinics at no charge as well as transportation
to and from the practice areas as needed for accommodation purposes.
2.7 Licensee is responsible for all Lesson fee collections and timely payment of all amounts due to
the City under Section 4.
2.8 Licensee must furnish a report of"gross receipts" to the Director at the time payment is due under
Section 4. For purposes of this Agreement, "gross receipts" means and includes the total amount of money received
or to be received by the Licensee from all sales, whether for cash or credit, whether collected or uncollected, made
as a result of the rights granted under this License. Furthermore, "gross receipts" also include a11 monies paid or to be
paid by a purchaser of any services provided by the Licensee.
2.9 Licensee is responsible for all marketing of Licensee's Lessons to the general public, which
includes, but is not limited to, creating and distributing collateral materials for the L,essons. Collateral materials
include brochures, educational materials, promotional materials, and the like. The City may assist with marketing
efforts tl�rough printing and distribution of these materials and tl�rough no less than one email blast per month to its
current customer database. Date(s) of email blasts to be determined by Licensee and the Director. The City has final
approval authority of all marketing material prior to its producrion and distriburion. The City agrees to place all
collateral marketing items within clear view of the golfing public.
License Agreement with Nancybuntongolf, LLC Page 2 of 18
2.10 Licensee must promote the use of Fort Worth Municipal Golf Courses and the sale of all golf
equipment and apparel from the Ciry to Licensee's students.
2.11 Licensee wi11 have complimentary access for golf and cart fees to a11 18-hole City golf
courses contained in the Licensed Premises for playing Lessons. Students will pay the regular green fees.
The course availability for playing Lessons is subject to the normal operating policies and procedures for
reserving tee times. The course wi11 not be available when tee times are full or during golf course events.
Licensee will coordinate playing lessons with the Golf Professionals at Rockwood Park Golf Course,
Pecan Valley Golf Course, and Meadowbrook Golf Course.
2.12 Licensee may not use any part of the Licensed Premises far any use or purpose that
violates any applicable law, regulations, or ordinance of the United States, the State of Texas, the County
of Tarrant, or the City of Fort Worth, or other lawful authority with jurisdiction of the Licensed Premises.
2.13 Licensee understands and agrees that the parking areas at the Licensed Premises are not
for the exclusive use of the Licensee and that the City and the golf course may use the parking spaces at
any time.
SECTION 3
TERM OF LICENSE
31 Term. Unless terminated earlier pursuant to the terms herein, the initial term of this
License will be for a period of one-year, effective beginning on April 1, 2021 and ending on March 31,
2022 ("Primary Term"). The parties have the right to extend this License for up to five (5) successive one
(1) year renewal terms (each referred to as a"Renewal Term") upon mutual written agreement at least
thirty (30) days prior to the termination date of the Primary Term or the Renewal Term then in effect
(collectively, "Term" means the Primary Term and any agreed upon Renewal Term").
3.2 Holdover Tenancv. Unless terminated earlier pursuant the terms herein, this License
will expire without further notice when the Term expires. Any holding over by Licensee after the Term
expires will not constitute a renewal of the License or give Licensee any rights under the License in or to
the Licensed Premises, except as a tenant at will.
SECTION 4
LICENSE FEE
4.1 As consideration for the rights and privileges granted hereunder, Licensee covenants and
agrees to pay to City ten percent (10%) of Licensee's gross revenues derived from use of the Licensed
Premises pursuant to this License ("License Fee").
4.2 Prior to each Renewal Term, the City and the Licensee will evaluate and negotiate the
License Fee in good faith. If modification to License Fee is necessary, the License Fee will be set forth in
an amendment to this License. If the parties cannot come to an agreement on the License Fee prior to the
start date of any Renewal Term, then this License will terminate at the end of the Term then in effect.
4.3 All payments of the License Fee must be made no later than the tenth (lOth) day of the
month, following receipt of the revenue.
4.4 All payments due to the City are due and payable, without demand or offset, in legal tender
of the United States at the Park & Recreation Department, Attn: Golf/Athletics Accounts Payable,
License Agreement with Nancybuntongolf, LLC Page 3 of 18
4200 South Freeway, Suite 2200, Fort Worth, Texas 76115 or at such other place in Tarrant County, Texas
as the Director may hereafter notify Licensee (in writing and with reasonable advancednotice).
SECTION 5
DUTIES AND RESPONSIBILITIES
5.1 In addition to any other duties and responsibilities set forth in this License, Licensee must:
5.1.1 Ensure that all Participants and any other individual using the Licensed Premises
in connection with a Participant, comply with any and all policies, rules, and regulations
governing the use of the golf courses and the Licensed Premises. The City will provide a
copy of any such policies, rules, and regulations within a reasonable time after request by
the Licensee.
5.1.2 Provide a Participant listing to the Director as requested.
5.1.3 Licensee and Participants wi11 not remain at the golf courses beyond the regular
operating hours, except in instances of eminent danger to the Participants, severe weather
conditions, emergencies declared by the City and other situations determined in the sole
discretion of the Director.
5.1.4 Notification of changes to schedules for Lessons, including cancellation but
eXcluding emergencies or Force Majeure Events, must be provided to the City within 24
hours prior to schedule start time. In case of emergency or Force Majeure Events, the
Licensee must notify the Director promptly upon learning of such emergency or Force
Majeure Events.
5.1.5 NOT USE THE LICENSED PREMISES OR CENTER FOR ANY PURPOSE
NOT SET FORTH 1N THIS LICENSE, 1NCLUDING, BUT NOT LIMITED TO,
CONDUCTING ANY UNAUTHORZED BUSINESS SUCH AS SALES OR FUND
RAISING.
5.1.6 Report any maintenance or repair needs to the Director as soon as practicable.
5.1.7 Demonstrate a high level of professionalism at all times. Licensee's conduct
should be above reproach in all dealings with the community, Participants, and staff.
Licensee will not engage in any conduct that may threaten, intimidate, disparage, bully,
verbally abuse, harass or assault the City, Ciry employees, Participants or any other person.
The City will be the sole judge of Licensee's compliance with this section.
5.2 The City will:
5.2.1 Provide staff to lock and unlock the Licensed Premises.
5.2.2 Furnish the necessary existing utilities and electrical power available at the
Licensed Premises for the ordinary and intended use of such, which includes lighting and
water for ordinary and intended use City will not be liable or responsible for accidents or
unavoidable delays.
5.2.3 Ensure the Licensed Premises is suitable for its intended purpose.
5.2.4 Ensure the Licensed Premises are ready for set up by Licensee in accordance with
any reasonable requests of the Licensee.
5.2.5 Ensure that a Ciry employee is present at the golf courses at all times during the
Lessons.
License Agreement with Nancybuntongolf, LLC Page 4 of 18
SECTION 6
LIENS
61 Licensee wi11 do no act or make any contract that may create or be the foundation for any
lien upon or interest in any City property. Any such contract or lien attempted to be created or filed will
be void. Should any purported lien on City property be created or filed, Licensee, at its sole expense, will
liquidate and discharge the same within ten (10) calendar days after notice from the City to do so. Should
Licensee fail to discharge the same, such failure will constitute a breach of this License, and the City will
have the right to terminate this License immediately. However, Licensee's iinancial obligation to City to
liquidate and discharge such lien survives following termination of this License and until such a time as
the lien is discharged.
SECTION 7
CARE OF THE LICENSED PREMISES
71 Licensee, at Licensee's own expense, will keep the Licensed Premises and maintain all
equipment and other properties of City in a safe, sanitary, sightly condition and in good repair during each
Lesson or scheduled time. Licensee must restore and yield said Licensed Premises, equipment, and a11
other properties belonging to the City back to City at the expiration of each Lesson or scheduled time in
as good or better condition as they existed at the beginning of each Lesson or scheduled time and in the
condition in which Licensee found them.
7.2 Licensee will not do or permit to be done any injury or damage to the Licensed Premises,
or any part thereof, or permit to be done anything that will damage or change the finish or appearance of
the Licensed Premises ar any other property belonging to the City by the erection or removal of equipment
or any other improvements, alterations or additions. No decorative or other materials will be nailed,
tacked, screwed or otherwise physically attached to any part of the Licensed Premises without the prior
written consent of the Director.
7.3 Subject to ordinary wear and tear, Licensee will pay the costs of repairing any damage
that may be done to the Licensed Premises or any of the fixtures, furniture or furnishings by any act of
Licensee or any of Licensee's offcers, representatives, servants, employees, agents, Participants, or
anyone visiting the Licensed Premises upon the invitation of the Licensee. The Director will determine,
in that person's 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 License, the Licensee is
responsible. Directar will be the sole judge of the quality of the maintenance or damage of the Licensed
Premises, furnishings, fixture or furniture by the Licensee. The costs of repairing any damage to the
Licensed Premises will be immediately due and payable by the Licensee upon Licensee's receipt of a
written invoice from City.
7.4 Subject to the prior written consent of the Director, Licensee may place any signs within
the Licensed Premises necessary to indicate Licensee's name and location. Any sign must 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 golf course decor. Any special requirements of Licensee contrary to the
above must be made a part of this License by written amendment.
SECTION 8
FORCE MAJEURE
81 If either party is unable, either in whole or part, to fulfill its obligations under this License
due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars;
License Agreement with Nancybuntongolf, LLC Page 5 of 18
blockades; insurrections; riots; epidemics; public health crisis; earthquakes; fires; floods; restraints or
prohibitions 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 A1ert 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 disturbances; or explosion; 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. Licensee hereby waives any claims it may have against
the City for damages resulting from any such Force Majeure Event.
SECTION 9
LIABILITY AND INDEMNIFICATION
9.1 LICENSEE WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
DAMAGES, INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE
AND PERSONAL INJURY, OF ANY HIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF LICENSEE, OR ITS DIRECTORS,
OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, CONTRACTORS, EMPLOYEES,
PATRONS, GUESTS, INVITEES, PARTICIPANTS, OR SUBLICENSEES. LICENSEE HEREBY
EXPRESSLY RELEASES AND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR
ANY DAMAGE, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE OR LOSS AND
PERSONAL INJURY ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR
INDIRECTLY, THE OCCUPANCY OR USE OF THE LICENSED PREMISES, CENTER, AND
ANY AND ALL ACTIVITIES CONDUCTED THEREON SUSTAINED BY REASONS OF THE
OCCUPANCY OF SAID LICENSED PREMISES UNDER THIS LICENSE.
9.2 INDEMNIFICATION — LICENSEE, AT NO COST TO THE CITY, AGREES TO
AND DOES HEREBY DEFEND, INDEMNIFY, PROTECT, AND HOLD HARMLESS CITY
AND CITY'S OFFICERS, REPRESENTATIVES, AGENTS EMPLOYEES, AND SERVANTS
(COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS,
LIABILITIES, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND
EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES
AND COSTS OF INVESTIGATION), OF ANY NATURE, HIND OR DESCRIPTION ARISING
OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR
DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO THE USE OR OCCUPANCY OF
THE LICENSED PREMISES BY LICENSEE OR ANY OF ITS OFFICERS,
REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, PATRONS,
GUESTS, SUBLICENSEES, PARTICIPANTS, OR INVITEES; (2) BY REASON OF ANY
OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR
ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY ANY ACT OR OMISSION ON
THE PART OF LICENSEE OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, PATRONS, GUESTS, SUBLICENSEES,
PARTICIPANTS, OR INVITEES OR OF ANY OTHER PERSON ENTERING UPON THE
LICENSED PREMISES WITH THE EXPRESS OR IMPLIED INVITATION OR PERMISSION
OF LICENSEE; OR (3) BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY
COVENANT OF LICENSEE UNDER THIS AGREEMENT (COLLECTIVELY,
"LIABILITIES"), EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUATABLE
License Agreement with Nancybuntongolf, LLC Page 6 of 18
TO ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT,
INTENTIONAL CONDUCT, VIOLATION OF STATUTE OR COMMON LAW, BREACH OF
WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR ANY OTHER ACT,
OMISSION, OR CONDITION WHATSOEVER OF THE CITY OR ITS PROPERTY.
9.3 Intellectual Propertv - Licensee agrees to assume full responsibility for complying with
all State and Federal Copyright Laws, including, but not limited to, the Federal Copyright Law of 1978
(17 U.S.C. 101, et seq.) and any other regulations associated therewith, including, but not limited to, the
assumption of any and all responsibilities for paying royalties that are due for the use of copyrighted warks
in Licensee's Lessons, performances or exhibitions to the copyright owner ar representative of said
copyright owner. City expressly assumes no obligations, implied or otherwise, regarding payment or
collection of any such fees or financial obligations. City speciiically does not authorize, permit, or
condone the performance, reproduction, or other use of copyrighted materials by Licensee or its officers,
agents, servants, representatives, subcontractors, invitees, or licensees without the appropriate licenses or
permission being secured by Licensee in advance. In addition to any other indemnification obligations set
forth herein, Licensee further agrees that LICENSEE AGREES TO AND DOES HEREBY RELEASE,
DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY FOR, FROM, AND AGAINST
ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF EVERY TYPE
AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND
NONPAYMENT TO LICENSING AGENCIES, INCLUDING, BUT NOT LIMITED TO, ASCAP,
BMI, AND SESAC, ARISING OUT OF OR RELATED TO LICENSEE'S INFRINGEMENT OR
VIOLATION OF ANY COPYRIGHT LAWS OR REGULATIONS. City expressly assumes no
obligation to review or obtain appropriate licensing and all such licensing will be the exclusive obligation
of the Licensee. Licensee understands that it is responsible for securing any and all licenses by artists and
performers giving permission for the recordings. Licensee is responsible for both reporting and payment
of any music licensing fees that may be required by law. Licensee understands and agrees that without the
proper license obtained by Licensee, there is a risk of an injunction or money damages arising from a
copyright lawsuit brought by ASCAP, BMI, SESAC or any other licensing agency.
9.4 If any action or proceeding is brought by or against the City in connection with any such
liability or claim, Licensee, on notice from City, will defend such action or proceeding at Licensee's
expense, by or through attorneys reasonably satisfactory to City.
9.5 It is agreed with respect to any legal limitations now ar hereafter in effect and affecting
the validity or enforceability of the indemnification obligations under this Section, such legal limitations
are made a part of the indemnification obligation and operate to amend the indemnification obligation to
the minimum extent necessary to bring the provision into conformity with the requirements of such
limitations, and as so modified, the indemnification obligation will continue in full force and effect.
9.6 Licensee agrees to notify City promptly upon the receipt of any claim or lawsuit brought
in connection with any injury, death, or damages on the Licensed Premises. Licensee agrees to make its
offcers, representatives, agents, and employees available to City, at all reasonable times, for any
statements and case preparation necessary for the defense of any claims or litigation for which City may
be responsible hereunder. Licensee must place language in its contracts with contractors and
subcontractors that contractors must notify City as required by Licensee in this subsection.
9.7 Licensee must require all of its subcontractors to include in their subcontracts liability
and indemnification language in favor of the City in substantially the same form as above.
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SECTION 10
INSURANCE REQUIREMENTS
10.1 General Requirements. Licensee must furnish to City in a timely manner, but not later
than the start of the term of this License, certificates of insurance as proof that it has secured and paid for
the policies of insurance specified herein. If City has not received such certif cates by such date, Licensee
will be in default of the License and City may, at its option, terminate the License. Licensee must maintain
the following coverages and limits thereof:
10.1.1 Commercial General Liabilitv (CGL) Insurance
i. $1,000,000 each occurrence
ii. $2,000,000 aggregate limit
10.2 Additional Requirements.
10.2.1 Such insurance amounts must be revised upward at City's reasonable optionand
no more frequently than once every 12 months, and Licensee must revise such amounts
within thirty (30) calendar days following notice to Licensee of suchrequirements.
10.2.2 Where applicable, insurance policies required herein must be endorsed to include
City as an additional insured as its interest may appear. Additional insured parties must
include employees, representatives, officers, agents, and volunteers of City.
10.2.3 The Workers' Compensation Insurance policy must be endorsed to include a
waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Such insurance must cover employees performing work on any and all projects. Licensee
must maintain coverages, if applicable.
10.2.4 Any failure on part of City to request certificate(s) of insurance will not be
construed as a waiver of such requirement or as a waiver of the insurance requirements
themselves.
10.2.5 Insurers of Licensee's insurance policies must be licensed to do business in the
state of Texas by the Department of Insurance or be otherwise eligible and authorized to
do business in the state of Texas. Insurers must be acceptable to City insofar as their
financial strength and solvency and each such company must have a current minimum
A.M. Best Key Rating Guide rating of A-: VII or other equivalent insurance industry
standard rating otherwise approved by City.
10.2.6 Deductible limits on insurance policies must not exceed $10,000 per occurrence
unless otherwise approved by City.
10.2.7 In the event there are any local, federal or other regulatory insurance or bonding
requirements for Licensee's operations, and such requirements exceed those specified
herein, the former will prevail.
10.2.8 Licensee must require its contractars and subcontractors to maintain applicable
insurance coverages, limits, and other requirements as those specified herein; and,
Licensee must require its contractors and subcontractors to provide Licensee and City
with certiiicate(s) of insurance documenting such coverage. Also, Licensee mustrequire
License Agreement with Nancybuntongolf, LLC Page 8 of 18
its subcontractors to have City and Licensee endorsed as additional insureds (as their
interest may appear) on their respective insurance policies.
10.3 insurance Covera�e Exclusion.
10.3.1 Licensee will not be required to carry the required automobile liability insurance
if Licensee does not provide transport of Participants to or from Lessons at the Center
using a personal, leased or rented automobile. This exclusion of coverage does not apply
to contract transportation services obtained by Licensee to provide transportation to or
from events, practices or performances; contract transportations services will be required
to carry the above insurance coverage.
10.3.2 Licensee will not be required to carry the required worker's compensation
insurance if Licensee does employ at least one full time employee.
SECTION 11
AUDIT
111 Licensee agrees that the City will, until the expiration of three (3) years after the
termination or expiration of this License, have access to and the right to examine any directly pertinent
books, documents, papers, and records of Licensee involving transactions relating to this License.
Licensee agrees that the City wi11 have access during normal working hours to all necessary Licensee
facilities and will be provided adequate and appropriate workspace in order to conduct audits in
compliance with the provisions of this section. City will give Licensee reasonable advance notice of
intended audits.
11.2 Licensee further agrees to include in any contractor and subcontractor agreements
hereunder a provision to the effect that the contractor and subcontractors agree that the City will, until the
expiration of three (3) years after the expiration ar termination of the contract or subcontract, have access
to and the right to examine any directly pertinent books, documents, papers, and records of such contractor
or subcontractor involving transactions of the contract or subcontract, and further that City wi11 have
access during normal working hours to all contractor and subcontractor facilities and will be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions of this
paragraph. City will give the contractor and subcontractor reasonable advance notice of intended audits.
SECTION 12
CHARITABLE IMMUNITY
12.1 Licensee agrees that if it is a charitable organization, corporations, entity or individual
enterprise having, claiming or entitled to any immunity, exemption (statutory or otherwise) ar limitation
from and against liability for damage or injury to property or persons under the provisions of the
Charitable Immunity and Liability Act of 1987, C.P. R.C., § 84.001 et seq., or other applicable law, that
Licensee hereby expressly waives its right to assert or plead defensively any such immunity or limitation
of liability as against City. Copy of the documentation stating this organization's status is due annually to
the address specified for Parks and Communiry Services in notice provision of this License.
SECTION 13
TERMINATION
13.1 Termination for Convenience. This License may be terminated without cause by the City
immediately upon delivery of written notice to Licensee. This License may be terminated by Licensee
upon delivery of thirty (30) days' written notice of such intent to terminate to the City.
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13.2 Termination for Cause. Unless stated elsewhere in this License, Licensee will be in
default under this License if Licensee breaches any term or condition of this License and such breach
remains uncured after thirty (30) calendar days following receipt of written notice from the City
referencing this License (or, if Licensee has diligently and continuously attempted to cure following
receipt of such written notice but reasonably requires more than thirty (30) calendar days to cure, then
such additional amount of time as is reasonably necessary to effect cure, as determined by both parties
mutually and in good faith).
13.3 Gratuities. City may terminate this License if it is found that gratuities in the form of
entertainment, gifts or otherwise were offered or given by Licensee or any agent or representative to any
City official or employee with a view toward securing favorable treatment with respect to the awarding,
amending, or making of any determinations with respect to the performance of this License In the event
this License is canceled by the City pursuant to this section, City will be entitled, in addition to any other
rights and remedies, to recover from Licensee a sum equal in amount to the cost incurred by Licensee in
providing such gratuities.
13.4 Fiscal Fundin� Out. Notwithstanding anything to the contrary, if, for any reason, at any
time during the term of the License, the Fort Worth City Council fails to appropriate funds sufficient for
the City to fulfill its obligations under this License, the City may terminate the portion of the License
regarding such obligations to be effective on the later of (i) ninety (90) calendar days following delivery
by the City to License of written notice of the City's intention to terminate or (ii) the last date for which
funding has been appropriated by the Fort Worth City Council far the purposes set forth in this Contract.
13.5 Licensee's Duties Upon Expiration or Termination.
13.5.1 Prior to the effective date for expiration or termination of this License, Licensee
must promptly remove all of its personal property; provided, however, Licensee will not be
obligated to remove any fixtures. Licensee must also repair any Licensee-caused damage to the
Licensed Premises, including, but not limited to, any damage that Licensee causes during removal
of Licensee's property, to the reasonable satisfaction of the Director.
13.5.2 If Licensee fails to comply with its obligations in this Section, City may, at its
sole discretion, (i) remove Licensee's personal property and otherwise repair the Licensed
Premises and invoice Licensee far City's costs and expenses incurred, such invoice to be due and
payable to City within thirty (30) calendar days of its delivery to Licensee; or (ii) following no
less than thirty (30) calendar days prior written notice to Licensee, take and hold any Licensee
personal properry as City's sole property; or (iii) pursue any remedy at law or in equity available
to City. If Licensee fails to surrender the Licensed Premises to City following termination or
expiration, all liabilities and obligations of Licensee hereunder will continue in effect until such
is surrendered.
13.5.3 Upon termination, all funds owed to the City will be due and payable by the tenth
(lOth) calendar day after the effective date oftermination.
13.6 Other Remedies. Any termination of this License as provided in this License will not
relieve Licensee from paying any sum or sums due and payable to City under this License that remains
unpaid and due at the time of termination, or any claim for damages then or previously accruing against
Licensee under this License. Any such termination will not prevent City from enforcing the payment of
any such sum or sums or claim for damages by any remedy provided for by law, or from recovering
damages from Licensee for any default under the License. A11 City's rights, options, and remedies under
this License will be construed to be cumulative, and not one of them is exclusive of the other. City may
pursue any or all such remedies or any other remedy or relief provided by law, whether or not stated in
License Agreement with Nancybuntongolf, LLC Page 10 of 18
this License. No such termination will relieve City from any obligation it may have to Licensee hereunder
and City may pursue any and all rights and remedies or relief provided by law, whether or not stated in
this License.
SECTION 14
RIGHT OF ENTRY AND INSPECTION
141 In licensing the Licensed Premises, City does not relinquish the right to control the
management of the Licensed Premises, or the right to enforce all necessary and proper rules for the
management and operation of the same. After receiving notice from the City, Licensee must permit City
or its agents, representatives, or employees to enter the Licensed Premises for the purposes of inspection;
determining whether Licensee is complying with this License; maintaining, repairing, or altering the
Licensed Premises; or any other reasonable purpose. During any inspection, City may perform any
obligations that City is authorized or required to perform under the terms of this License or pursuant to its
governmental duties under federal state or local laws, rules or regulations. In the event of an emergency, no
advance notice from City is required.
SECTION 15
LICENSES AND PERMITS
151 Licensee must, at its sole expense, obtain and keep in effect a11 licenses and permits
necessary for its operations.
SECTION 16
NOTICES
161 All notices required or permitted under this License may be given to a party personally or
by mail, addressed to such party at the address stated below or to such other address as one party may
from time to time notify the other in writing. Any notice so given will be deemed to have been received
when deposited in the United States mail so addressed with postage prepaid:
CITY:
City of Fort Worth
Attn: Director
Park and Recreation Department
South Freeway, Suite 2200
Fort Worth, Texas 76ll 5
With copies to:
City Manager
City Attorney
200 Texas Street
Fort Worth, Texas 76102
LICENSEE:
Nancybuntongolf, LLC
Attn: Nancy Bunton
105 Oakmont Drive 4200
Trophy C1ub,Texas76262
Or to such other address as such party may hereafter designate by notice in writing addressed and mailed
or delivered to the other party hereto.
SECTION 17
NONDISCRIMINATION
17.1 Licensee will not engage in any unlawful discrimination based on race, creed, color,
national origin, sex, age, religion, disabiliry, marital status, citizenship status, sexual orientation or any
other prohibited criteria in any employment decisions relating to this License, and Licensee represents
License Agreement with Nancybuntongolf, LLC Page 11 of 18
and warrants that to the extent required by applicable laws, it is an equal opportunity employer and will
comply with all applicable laws and regulations in any employment decisions.
17.2 In the event of Licensee noncompliance with the nondiscrimination clauses of this
License, which is not cured within ninety (90) calendar days of notice of such noncompliance, this License
may be canceled, terminated, or suspended in whole or in part, and Licensee may be debarred from further
agreements with City.
SECTION 18
VENUE AND CHOICE OF LAW
18.1 Licensee and City agree that this License will be construed in accordance with the laws of
the State of Texas. If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this License, venue for such action will lie in state courts located in Tarrant County, Texas
or the United States District Court for the Northern District of Texas — Fart Worth Division.
SECTION 19
THIRD-PARTY RIGHTS AND ASSIGNMENTS
19.1 The provisions and conditions of this License are solely for the benefit of the City and
Licensee, and any lawful assign or successor of Licensee, and are not intended to create any rights,
contractual or otherwise, to any other person or entity.
19.2 Licensee agrees that it will not subcontract ar assign all or any part of its rights, privileges
or duties hereunder without the prior written consent of the City, and any attempted subcontract or
assignment of same without such prior consent of the City will be void.
SECTION 20
BINDING COVENANTS
20.1 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 21
INDEPENDENT CONTRACTOR
21.1 It is expressly understood and agreed that Licensee and its employees, representative,
agents, servants, officers, contractors, subcontractors, and volunteers will operate as independent
contractors as to all rights and privileges and work performed under this License, and not as agents,
representatives or employees of the City. Subject to and in accordance with the conditions and provisions
of this License, Licensee will have the exclusive right to control the details of its operations and activities
and be solely responsible for the acts and omissions of its employees, representative, agents, servants,
officers, contractors, subcontractors, and volunteers. Licensee acknowledges that the doctrine of
respondeat superior will not apply as between the City and its officers, representatives, agents, servants
and employees, and Licensee and its employees, representative, agents, servants, officers, contractors,
subcontractors, and volunteers. Licensee further agrees that nothing herein will be construed as the
creation of a partnership or joint enterprise between City and Licensee. It is further understood that the
City will in no way be considered a Co-employer or a Joint employer of Licensee or any employees,
representative, agents, servants, officers, contractors, subcontractors, and volunteers of Licensee. Neither
Licensee, nor any officers, agents, servants, employees or subcontractors of Licensee will be entitled to
any employment benefits from the City. Licensee will be responsible and liable for any and all payment
and reporting of taxes on behalf of itself, and any of employees, representative, agents, servants, officers,
contractors, subcontractors, and volunteers.
License Agreement with Nancybuntongolf, LLC Page 12 of 18
SECTION 22
AMENDMENTS, CAPTIONS, AND INTERPRETATION
22.1 Except as otherwise provided in this License, the terms and provisions of this License
may not be modified or amended except upon the written consent of both the City and Licensee.
22.2 Captions and headings used in this License are for reference purposes only and will not
be deemed a part of this License.
22.3 In the event of any dispute over the meaning or application of any provision of this
License, this License will be interpreted fairly and reasonably, and neither more strongly for or against
any party, regardless of the actual drafter of this License.
SECTION 23
GOVERNMENTAL POWERS AND IMMUNITIES
231 It is understood that by execution of this License, the City does not waive or surrender
any of its governmental powers or immunities.
SECTION 24
AUTHORIZATION, COUNTERPARTS AND ELECTRONIC SIGNATURES
241 By executing this License, Licensee's agent affirms that he or she is authorized by
Licensee ar its general partner to execute this License and that all representations made herein with regard
to Licensee's identity, address, and legal status are true and correct.
24.2 This License may be executed in several counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument. A signature received via
facsimile or electronically via email will be as legally binding for all purposes as an original signature.
SECTION 25
SEVERABILITY AND NO WAIVER
25.1 It is agreed that in the event any covenant, condition or provision herein contained is held
to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision
will in no way affect any other covenant, condition or provision does not materially prejudice either
Licensee ar City in connection with the right and obligations contained in the valid covenants, conditions
or provisions of this License.
License Agreement with Nancybuntongolf, LLC Page 13 of 18
25.2 The failure of either party to insist upon the performance of any term or provision of this
License or to exercise any right granted hereunder will not constitute a waiver of that party's right to insist
upon appropriate performance or to assert any such right on any future occasion.
SECTION 26
COMPLIANCE WITH LAWS
26.1 This License is subject to all applicable federal, state and local laws, ordinances, rules
and regulations, including, but not limited to, a11 provisions of the City's Charter and ordinances, as
amended.
26.2 If City notifies Licensee or any of its officers, agents, employees, contractors,
subcontractors, licensees, volunteers, or invitees of any violation of such laws, ordinances, rules or
regulations, Licensee wi11 immediately desist from and correct the violation.
SECTION 27
SOLE AGREEMENT
27.1 This License, including any exhibits attached hereto and any documents incorporated
herein, contains the entire understanding and agreement between the City and Licensee, and any lawful
assign and successar of Licensee, as to the matters contained herein. Any prior or contemporaneous oral
or written agreement is hereby declared null and void to the extent in conflict with any provision of this
License.
SECTION 28
IMMIGRATION AND NATIONALITY ACT
281 Licensee must verify the identity and employment eligibility of its employees who perform
work under this License, including completing the Employment Eligibility Verification Form (I- 9). Upon
request by City, Licensee must provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this License. Licensee must adhere to all
Federal and State laws as we11 as establish appropriate procedures and controls so that no services will be
performed by any Licensee employee who is not legally eligible to perform such services. LICENSEE
WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY LICENSEE,
LICENSEE'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon
written notice to Licensee, will have the right to immediately terminate this Agreement for violations of
this provision by Licensee.
SECTION 29
ELECTRONICSIGNATURES
291 This License may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For these
purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file
or facsimile transmission) of an original signature, or signatures electronically inserted via software such
as Adobe Sign.
[SIGNATURES ON FOLLOWING PAGE]
License Agreement with Nancybuntongolf, LLC Page 14 of 18
IN WITNESS WHEREOF, the parties have executed this License to be effective on the dates
set forth in Section 3.
CITY OF FORT WORTH:
uAlerie wqsHinG�i"ovr
B Valerie Washington (May , 2021 09:09 CDT)
Y�
Valerie Washington
Assistant City Manager
Date: May 7� 2021
APPROVAL RECOMMENDED:
R:icGur��7 �ur�
B RlchardZavala(May6,20211527CDT)
Y�
Richard Zavala
Director
Park & Recreation Department
By: � �
Dave Lewis
Assistant Director
Park & Recreation Department
BV: Sandr�g o d(�,202115:13CDT)
�
Sandra Youngblood
Assistant Director
Park & Recreation Department
ATTEST:
:
�0� �OGIGICG� � C701'ILGIG�,I
�forRonald P.6onzales(May7,20210929 CDT)
Mary Kayser
City Secretary
LICENSEE:
NANCYBUNTONGOLF,LLC
a Texas limited liability company
/l�G;su'�r �G�s��
B�7; Nancy6unto �, ay6,202108:54CDT)
Nancy unton
Managing Member
vate: May 6� 2021
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
c�LGiGt/�1 GUGl��IO!?
BVI: Shawn Watson (May 6, 202111:43 CDT)
.J
Shawn Watson
Field Operations Superintendent
Park & Recreation Department
APPROVED AS TO FORM AND LEGALITY:
iu� uJ��
By: 4.
Tyler F. Wallach
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
,d�p,4b���
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ATTEST:
By:
Name:
Title:
OFFICIAL RECORD
CITY SECRETARY
License Agreement with Nancybuntongolf, LLC � FT. WORTH, TX
EXHIBIT A
Licensed Premises
Rockwood Park Golf Course:
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The Licensed Premises in which Licensee may conduct Lessons include the driving range tee, practice
greens, and River's Edge Golf Course at the Rockwood Park Golf Course. The Licensed Premises may
not be available during The First Tee programming times or during events sponsored by the City. The
Licensee will coordinate lesson times with the Golf Professional at Rockwood Park Golf Course and the
Executive Director of The First Tee to ensure the lesson areas are available to the Licensee. Additionally,
Rockwood Park Golf Course is available for playing lessons subject to course availability.
Lessons may be scheduled from 7:00 a.m. until 8:00 p.m. or as daylight allows.
License Agreement with Nancybuntongolf, LLC Page 16 of 18
Pecan Valley Golf Course:
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The Licensed Premises in which Licensee may conduct Lessons include the driving range tee, practice
greens at Pecan Valley Golf Course. The Licensed Premises may not be available during events sponsored
by the City. The Licensee wi11 coordinate lesson times with the Golf Professional at Pecan Va11ey Golf
Course to ensure the lesson areas are available to the Licensee. Additionally, Pecan Valley Golf Course
is available for playing lessons subject to course availability.
Lessons may be scheduled from 7:00 a.m. until 8:00 p.m. or as daylight allows.
License Agreement with Nancybuntongolf, LLC Page 17 of 18
Meadowbrook Golf Course:
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The Licensed Premises in which Licensee may conduct Lessons include the practice greens at
Meadowbrook Golf Course. The Licensed Premises may not be available during events sponsored by the
Ciry. The Licensee will coordinate lesson times with the Golf Professional at Meadowbrook Golf Course
to ensure the lesson areas are available to the Licensee. Additionally, Meadowbrook Golf Course is
available far playing lessons subject to course availability.
Lessons may be scheduled from 7:00 a.m. until 8:00 p.m. or as daylight allows.
License Agreement with Nancybuntongolf, LLC Page 18 of 18