HomeMy WebLinkAboutContract 44320 CITY SECRETARY"
CONTRACT NO, e7
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LICENSE AG"REEMENT WITH TEAM FORT WORTH
FOR THE USE F"
BERTHA COLLINS SPORTS CENTS
This License Agreement Regarding the Use of Bertha Collins Sports Center
("A,greement,") is made and entered into by and between the City of Dort Worth ("C'ty",),
a home-rule municipal corporation of the State of Texas acting by and through its duly
w w w
authorized Assistant City Manager, and rl.."eam Fort Worth Youth Services, Inc. 'TFW" ,,
a Texas non-profit corporation acting by and tl rou h its duly authorized President,
WHEREAS City owns a community center located at 1501 MLK Freeway in
Fort Worth, Texas 76 4, known as the Bertha Collins Sports Center,*
WHEREAS, City issued a request for qualifications seeping organizations that
could supply turn-key operation of programming at the Bertha Collins Sports Center,
A
ncluding management, development, funding, and operation
WH AS, 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 Lieense.
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 441.41 and 44141-A I "'J"emporary License
Agreement" and
WHEREAS, the Temporary License Agreement expires on its oven terms on
March: 3 1, 2 1 ,, and they parties desire for this Agreement to serge as the above-
referenced long-term license agreement in accordance with they terms stated herein,
NOW, THEREFORE, in consideration of the mutual covenant herein expressed,
the City and TFW do hereby agree as follows;
I. PURPOSE
A. The purpose of this Agreement is to allow ' to use all portions of the Bertha
Collins Sports Center located at 1501 ML,K Freeway North, Fort Worth, Texas
610 (the "Center' ) to provide youth and adult programming, including, sports,
educational, social, physical fitness,, and multi-cultural community programs, to
OFFICIAL RECORD
um mmuammwi ID Team Fort Worth License Agreement RECEIVED MAR 2 9 20'*3 1 of 15
CITY SECRETARY
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serve its mission of reducing drug and alcohol abuse and gang related activity,
fide educational programing I ity
prov for leadership development, commun'
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. T FW 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 prograrns, and (11) 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
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subsection 7(b)), TFW shall submit a schedule detailing the dates and hours that it
intends to operate the Center for the upcoming quarter. The schedule shall be
subject to the City 11 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 TT"W 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
1 101
closure of the gymnasium and/or meeting rooms and will prevent TFW from
us,ing those portions, of the Center except for unforeseen, emergency situations.
C. The Center shall operate Linder 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 falls 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 (1) thirty (30), days
following, delivery by the City to TFW of written notice of the City's intention to
Team Fort Worth 1.,icense Agreenieni 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, begimiing, on April 1, 2013, and expiring on March 311, 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 vent of Default" by
TFW under the Agreement:
(1) `FFW 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 falls to comply with any term, covenant, or provision of-this, Agreement,
(3): TFW fails, t o n aintain all required insurance in accordance with Section 13, of
this Agreement,
(4) TF'W 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.
1(7) On the occurrence of any such Event(s) of Default, the City shall have the
option to pursue any one or more of tlthe 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 T'F'W fialls to do so,, the City
'th,out prejudice to any other remedy that it may have For possess"
may, wi I ion or
arrearages in rental, enter on and take possession of the Center and expel or
remove, ley .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 a-mount 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 to Is 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 replacernent tenant.
Tearn Fort Worth License Agreement 3 of 1 5
(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 to 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.
C. City may terminate this Agreement without cause by providing TFW with no less
than 90 days' written notice prior to the intended termination date.
Di. Following expiration or tennination 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 V"F"W-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 re o+ val 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. "Ty'FW 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
I laws, Athletic Center at 600 Congress
remitted to the Athletic Coordinator,
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 1 5
51. RESPONSIBILITIES OF TFW
A. T l W may use the Center for the put-poses and during the tunes authorized in
Section 2, subject to and in accordance with the terms and conditions of thi's
Agreement. At the quarterly meeting with City staff((see Subsection 7(B)), T"A"W
shall provide City with a draft written schedule of all TFW programs, for the
upcoming quarter.
T must submit a written reservation request to, the City's Athletic Coordinator
for., (0 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
must requests� e received by the City at least thirty (301) days prior to the
proposed use. The City may, 'inn 'ts sole discretion, approve or reject any such
reservation request.
C. At the quarterly meeting with City staff I ((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
eommain--use area s (including, but not limited to, the gymnasium, and hallways)
and store such equipment prior to YAP games. City shall not be responsible + -
oss or theft of TFW equipment.
I�. �..` shall be solely responsible for maintaining and cleaning the Venter. 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. TF shall follow the City's YAP policy for accepting volunteers who have
contact with children. policy. It is the responsibility of the YAPP' 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 firearms, and physical or sexual abuse will result in disqualification
or termination of the volunteer. In addition, TFW is strongly encouraged to
perform background check 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 riles, and
shall assist City staff to ensure that all policies, procedures, and program
dates,/deadlines are followed for any City program that 1'FW participates in.
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.
1. T'FW 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 31" of each year, T:FW will provide the City with an
updated 'inventory list, ot" 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. It, at any time during this Agreement, 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 no�ncompil iance, TFW shall
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immediately correct the issue at its sole colsit 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'1`FW'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, tinder the to 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.
61., 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 1 5
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 play for all utility costs during the to of this Agreement.
7, JOINT RESPONSIBILITIES OF THE CITY AND TFW
A. The City's Athletic Coordinator shall serve as the primary 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 VFW shall meet once a quarter, at a time and p:lace 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 PAYMEN Ts
TFW shall pay the City a building license fee of $20,000.00 annually or $5,0100 per
quarter for the right to, license the Center., This fee shall be payable by "I"FW in equal
quarterly 'Installments of five thousand dollars ($5,000.00) each,, with such payments
being due no later than 5:00 pim (Central Time), of the 15"' 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"' mid remitted to the Athletic Coordinator, flaws
Athletic Center at 600 Congress Street,, Fort Worth, Texas 761017.
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 trom
the provision of any services oin 'the Center on grounds of race, age, color, national origin,
ethnicity, religion, disability, gender, sexual lorientation, or familial status or any other
protected class.
Team Fort Warth Liciense 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 ass,ignment without the City's consent shall be void and constitute a
breach of this Agreement sub�ject to immediate termination 'in accordance with Section 3.
11. INDI EPENDEN"I' CONTRACTOR
ft 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 prograrn
participants, TFW acknowledges that the doctrine of respiondeat steer r will not apply
as between the City and I'FW,, its officers, agents, servants, ernployees,, contractors,,
subcontract rs, 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 T'FW.
12. IND,EMNITY' AND LIABILITY
A. r1TW 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, CO�STS
,,
AND EXPENSES OF ANY KIND, INCLUDING, BUTNOT 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 (0 TFW'S BREACH OF
ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (1-0
ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF TFW', ITS OFFICERS, AGENTS,, ASSOCIATES,
EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY)l
SUBCONTRACTORS, LICENSEES, INVITEES, OR PROGRAM
PARTICIPANTS RELATED TO THE TERMS AND CONDITIONS OF
THIS AGREED ENT 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, EMPLOYEES1
OR SEPARATE CONTRACTORS. IN THE EVENT OF JOINT AND
CONCURRENT NEGLIGENCE OF BOTH TFW AND CITY',,
RESPONSIBILITY, IF AMY, SHALL BE APPORTIONED
Team Fort Worth License Ag,ree,mienit 8 of"15
COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS.
B. TFW covenants and agrees that City shall inn or under; any circumstances
be responsible for any property belonging to "rFW, its members, emp�l gees,
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 p�ol ice 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.
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C. It is further agreed that nothing in thi's 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
4
cost and expense, the following mini mum 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, 0,+ 01 each occurrence, $1,000,000.00
annual aggregate limit.
B. 'Automobile Liability Insurance with policy limits, of $1,0100,000.00 dollars each
accident, or reasonably equivalent split limits approved by the City's Risk
Manager.
C. Workers Compensation -- In the event the '"rFW hires paid employees, workers
compensation shall be required in accordance with this paragraph. Stair
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
Ens,p,l,o,yees' Liability... of Insurance with coverage of not less than
$100,000.010 each accident, $5:010,0010.00 disease-policy limit,, and $1010,000.0:0
Tean'l 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, T'FW 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,3 limits, terms,, and scope of coverage have been accepted in
writing by the City's Risk Management Division.
D�. Additional Insurance Requirements A,pp,Ii cable 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'I 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 minimurn 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 el:" "Initial
execution of this Agreement and with updated certificates on or before
January 1 5th 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
plossible.
9. All notices provided pursuant to this section shall be provided in
accordance with the notice requirements of this Agreement.
Team Fort Worth License Agreeii-ient 1 0 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 MIAJEURE
If either party is unable, either in whole or part, to fulfill its obligations under this
A reement due to acts of God; strikes,, leekk ou ts, or other industrial disturbances; acts of
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public enemies, wars,1 b�lockades, insurrections, riots,1 epidemics, public health crises',
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 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 United States; any arrests and restraints-, civil
disturbances; or ex p losilons; 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 n 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. T'F'W 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: Team Fort Worth
City of Fort Worth Attn-. Cynthia Guillory
clo Director Parks and Community P.,O. Box 153,20
Services Department Fort Worth IX 76119
4200, South Freeway, Suite 22010
Fort Worth, Texas, 76115
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 co,venant, condition, or
provision herein contained, provided however, that the invalidity of any such
Team Fort worth License Agreement 11 of 1.5
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covenant, condition, or provision does not materially prejudice either T14"W or
City in connection with the rights and obligations contained in the valid
0 .
covenants, conditions, or provisions of this Agreement.
B. The Eaflure of City to insist on the performance of any terrn or 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 ned herein are solely for convenience in re-ference and
are 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 exhibit's
attached hereto) constitutes the entire understanding of the parties concerning
City's and TFW's roles and obligations in regard to T W's use of the Center.
Any prior or contemporaneous oral or written agreement that purports to vary
from the terms hereof shall be vo�id.,
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 property 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, arises aon 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 CO S L.
The parties acknow,ledge 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
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that any ambiguities are to be resolved against the draft ing 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 TF'W'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 an
Y
term of this Agreement and for three (3) years thereafter in order to determine
compliance with this Agreement. "I"hroughotit the term of this Agreement and for three
(3 ears, thereafter, TFW shall make all Records available to City on 1000 Throckmorton
Street, Fort Worth, '-fexas 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 await. 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 i's 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 J"FW waives any and all defects, in and to the Center and all
the appurtenances -thereto. The Ci shall not be liable to the TFWj its agents
employees, contractors, subcontractors ees, licensees, or guests for any damage,
to an person or due to the acts or omissions of the TFW 2 its agents,
employees,, contractors subcontractors.,
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
Tearn Fort Worth License Agreement 1 3 of 15
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IN WITNESS WHEREOF, the parties hereto, have executed this Agreement and any
attachments and ex its its in ?itiples in Fort Worth, Tarrant County, Texas, this the
20,13.
, --I
CITY OF FORT WORTH TEAM FORT WORTH
by:1 by#__
usan Alanis �tynthia Guillory
ssistant City Manager President
Approved as to Form and Legality:
............
...........
Tyler' �llach
Assistant City Attorney
Attest.-
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OFFICIAL RECORD
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Cll*'y SECRETARY
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Team Fort Worth License Agreement Pro WORTH, 4rX