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STATE OF TEXAS �
COUNTY OF TARRANT �
LICENSE AGREEMENT
This LICENSE AGREEMENT ("Agreement") is made and entered into by and between the City of
Foit Worth (the "City"), a home-rule municipal corpoYation of the State of Texas, acting by and through its duly
authorized Assistant City Manager, and the Pantagleize Theatre Company, Inc. ("Licensee"), a Texas non-profit
corporation, acting by and through its duly authorized Artistic Director.
1.
Purpose
1.01 The purpose of this Agxeement is to establish the terms and condirions pursuant to which the
City will provide Licensee with use of certain designated poYrions of the Fort Worth Botanic Gaiden located at
3220 Botanic Garden Boulevard, Fort Worth, Texas 76107 (the "Garden") fox the purpose of p�esenting stage
plays (the "Event").
2.
Licensed Premises
2.01 This Agreement addresses the use by Licensee of the following areas (collecrively, the
"Premises") located in the FoYt Worth Botanic GaYden, 3220 Botanic Garden Boulevard, Fort Worth, Texas
76107:
a. Area One — Event Site
Being the interior aYea designated as the Dorothea LeonhaYdt LectuYe Hall and Gxeen Room, the
locarion of which is illustrated in the attached Exhibit A, which is incorporated herein foi all
purposes as though it were set forth at length.
b. Area Two — Event Parking
Consisting of two designated parking lots: the Botanic Gaxden Center North Lot (9I� and the
Botanic Garden Center South Lot (9S). The locarion and boundaries of Axea Two are illustrated
in Exhibit B, which is attached hereto and incorporated herein fox all purposes as though it were
set forth at length.
3.
Term and Termination
3.01 The term of this Agreement shall commence on the September 27, 2013 and end on December
31, 2013, unless terminated earlier putsuant to the terms of this Agreement.
3.02 It is expressly pYovided that City and Licensee shall have the right to tertninate this Agieement
with or without cause upon tliirty days' written notice. If, fox any reason, at any time during any term of this
Agieement, the City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this
AgYeement, the City may terinuiate this Agreement puYsuant to this secrion following (i) deliveiy by the City of
Pantagleize Theatre Company, Inc. License Agreement
�ECEIVED �UL 12 2�13
Page 1 of 12
C3FFICIAL 6dEGOR�
�IiY SECRETARY
F% 1NOR'�H, 'B'X
written norice of the City's intenrion to terminate or (u) the last date for which funding has been appiopriated by
the City Council foY the purposes set forth in this Agreement.
3.03 In the event that Licensee fails to comply with any of the tertns and condirions of this Agreement,
City shall have the right, without norice, to declare the AgYeement irmnediately teuninated. In the event of such
teiininarion, all Yights and privileges of the Licensee shall cease and ter-minate, and Licensee shall immediately vacate
the Premises. All funds owed to the City shall be due and payable by Licensee no later than the tenth (10`'')
calendar day after the date of terminarion.
4.
Permitted Use
4.01 Area One
For and in consideration of the monetary payments to be made he�eunder for the benefit of the Garden
and subject to the otheY conditions and terms pYovided herein, the City does hereby agYee to license to
the Licensee the propexty identified above as Area One for a single fout-day period in September,
beginning on a Thursday and ending on a Sunday, and fox a single four-day period in December,
beginning on a Thursday and ending on a Sunday. The exact dates of each period shall be deterinined by
mutual agreement of Licensee and Garden staf£ Licensee shall be granted access to and use of Area One
during each four-day period in accordance �vith the follo�ving schedule ("Event Schedule"):
Thursdays: 6:00 —10:00 PM ;,� �
Fridays: 6:00 —10:00 PM ��'
Saturdays: 1:00 — 5:00 PM 6�'��
Sundays: 1:00 — 5:00 PM ;
4.02 Area Two
For and in consideration of the monetary payments to be made hexeunder for the benefit of the Garden
and subject to the othei conditions and terms provided herein, the City does hereby agree to license to
the Licensee all parking spaces available on the property idenrified above as Area Two to pxovide foY
Licensee, Licensee's Event personnel, and patron parking for the times specified in the Event Schedule.
All such parking shall be non-exclusive and on a fiYst come, first served basis. The City does not
guaxantee parking for the Event
5.
Consideration
5.01 In consideration for the Premises, the Licensee agrees to pay City a fee of One Thousand Five
Hundred Seventy-five Dollars and No Cents ($1,575.00) fo� each four-dap use period, fo�_:a total license fee
("License Fee") of Three Thousand One Hundred and Fifly Dollars and No Cent� ($3,150.Od). �
�
G.
Acceptance and Protection of Premises
6.01 Licensee covenants and agrees that it shall take the Premises as it finds them and that it will leave
the Premises in as good or better condirion than that which e�sts prior to Licensee's use of the PYemises.
Pantagleize Theatre Company, Inc. License Agreement Page 2 of 12
Licensee fuYther covenants and agrees that it will not do or permit to be done any injury or damage to any of said
Premises or suffeY any waste to the Premises; but in the event any damage is done, Licensee hereby covenants
and agxees to reimburse City theYefore pxompdy. Licensee shall keep and maintain the PYemises in a good, clean,
and sanitary condition at all times. Licensee shall be responsible for all damages caused by Licensee, its agents,
servants, employees, contractoxs, subcontYactors, licensees, oY invitees; Licensee agrees to fully iepair oY
otherwise cure all such damages at Licensee's sole cost and expense. The City shall determine whether any
damage has been done, the amount of the damage, and the reasonable costs of repairing the damage. Any
damage foY which Licensee is responsible hereunder shall be repaired or replaced by the Licensee within thirty
(30) days of receipt of written notification from the City; all such repairs or Yeplacements must be made to the
reasonable satisfaction of the City.
?.
Advertising
7.01 No banners, adverrisements, or signs may be hung ftom trees, fences, or buildings or be
displayed on park property without the express permission of the Garden director. In addition, Licensee
covenants and agrees that no decorative or other material shall be nailed, tacked, screwed, or otherwise
physically attached to any part of the City's property without the consent of the Gaiden directoi. Licensee
may, at its sole discretion and expense, place advertisements and announcements on pYops owned oi leased by
Licensee in the hallway of the Garden Center on the Thursday of each four-day period and leave such
adverrisements and announcements in place through the end of Licensee's use peiiod on the Sunday for that
period as out]ined in the Event Schedule. Location and content of such advertisements and announcements aie
subject to the appYoval of the Garden ditector or his designee.
7.02 Licensee may operate a small concession for food and beverages in the lobby of the DoYothea
Leonhardt Lecture Hall. Licensee shall be solely responsible fox obtaining any necessary health or code permits
for such sale and shall also be solely responsible for providing personnel to sell the concessions and to ensure
that food and beverages are not allowed in the house of the Lecture Hall.
8.
Copyright Compliance
8.01 Licensee agiees to assume full responsibility for complying with the Federal Copyright Law of
1978 (17 U.S.C. 101, et seq.) and any Regulations issued heYeunder including, but not limited to, the assumption
of any and all responsibiliries for paying royalties which are due for the use of copyrighted works in Licensee's
performances or exhibitions to the copyright owner, or representative or said copyright owneY. City expiessly
assumes no obligations, implied or otherwise, Yegarding payment oi collection of any such fees oY financial
obligations. City specifically does not authorize, permit, or condone the performance, reproduction, oY other use
of copyrighted materials by Licensee or its agents ox licensees without the appropriate licenses oY permission
being secured by Licensee in advance. It is furthei agreed that LICENSEE SHALL DEFEND,
INDEMNIFY AND HOLD CITY HARMLESS FOR ANY CLAIMS ARISING FROM
NONPAYMENT TO LICENSING AGENCIES, INCLUDING, BUT NOT LIMITED TO, ASCAP,
BMI, AND SESAC OR DAMAGES ARISING OUT OF LICENSEE'S INFRINGEMENT OR
VIOLATION OF THE COPYRIGHT LAW AND/OR REGULATIONS. City expYessly assumes no
obligarion to review or obtain appropriate licensing, and all such licensing shall be the exclusive obligation of the
Licensee. Licensee understands that they are Yesponsible for securing any and all licenses by arrists/performers
Pantagleize Theatre Company, Inc. License Agreement
Page 3 of 12
giving permission for the Yecordings. Licensee is responsible for both reporting and payment of any music or
other licensing fees that may be required by law.
8.02 Licensee understands and agYees 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 or copyright holder.
9.
Liability and Indemni�cation
9.01 City and Licensee mutually covenant and agree that City assumes no xesponsibility for any
pYoperty placed on said Premises, and City is hereby expiessly released and discharged from any and all liability
for any loss, injury or damage to persons or property that may be sustained by use or occupancy of said Premises
under this AgYeement.
9.02 LICENSEE AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY, AND
HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS SERYANTS, REPRESENTATIVES,
AND EMPLOYEES FROM AND AGAINS7" ANY AND ALL CLAIMS, LAWSUITS, ACTIONS,
COSTS, AND EXPENSES OFANYKIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR
PROPER7`YDAMAGE OR LOSS (INCLUDING, BUT NOT LIMITED TO, ALLEGED DAMAGE
OR LOSS TO BUSINESS AND ANY RESUL?'ING LOST PROFITS) AND/OR PERSONAL
INJURY (INCLUDING, BUT NOT LIMIT'ED TO, DEATH) THAT MAY RELATE TO, ARISE
OUT OF, OR BE OCCASIONED BY (i) LICENSEE'S BREACH OF ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMEN?' OR (11) ANY NEGLIGENT ACT OR OMISSION OR
INTENTIONAL MISCONDUCT OF LICENSEE, ITS OFFICERS, AGENTS, ASSOCIATES,
EMPLOYEES, CONTRACTORS (OTHER THAN THE CIT'�, SUBCONTRACTORS,
LICENSEES, OR INVITEES RELATED TO USE OF THE PREMISES OR THE PERFORMANCE
OF THIS AGREEMENT. THE INDEMNITY PRDVIDED FOR IN ?'HIS PARAGRAPH S T"T
NOT APPLY TO ANY LIABILITY RESULTING FROM 7'HE SOLE GROSS NEGLIGENCE OF
THE CI?'Y OR ITS OFFICERS, AGEN?'S, EMPLOYEES, REPRESENTATIVES, OR SEPARA7"E
CONTRACTORS. IN THE EVEN7' OFJOINT AND CONCURRENT NEGLIGENCE OF BOT'H
LICENSEE AND CI?'Y, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED
COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE ST'ATE OF TEXAS.
NO?'HING HEREIN SHALL BE CONSTRUED AS A WAIVER OF ANYIMMUNITY TO WHICH
?'HE CITYIS ENTIT'LED UNDER TEXASLAW. •
10.
Insurance
10.01 Licensee covenants and agtees to obtain and keep in force and to ensuxe its contractors, as
applicable, keep in force during the term of this Agreement one or more policies of insuiance as follows:
10.01.1 Comme�cial General Liabilitv
$1,000,000 each occurYence
$2,000,000 aggYegate
Pantagleize Theatre Company, Inc. License Agreement Page 4 of 12
10.01.2 Automobile Liabilitv
$1,000,000 each accident on a combined single limit
or
�250,000 Property Damage
$500,000 Bodily Injuty pei person pex occurrence
A commercial business policy shall pxovide coverage on "Any Auto," defined as autos
owned, hired and non-owned, when said vehicle is used in the couxse of the Event
licensed heYein.
10.01,3 Lic�uor Liabilitv (required only if any alcoholic beverage is vended)
$1,000,000 each occuLrence
10.01.4 General Liability for Fireworks Dis�la� (required of pyrotechnics/fireworks
contractor)
$1,000,000.00 each occurrence
10.02 Terms and Conditions A�plicable to All Insurance
10.01.1 Ceirificates of insurance evidencing all requiYed insurance shall be delivered to the City at
least two weeks prior to the first Event of each four day period.
�E..
10.02.2 Applicable policies shall be endorsed to name the City and the Pantagleize Theater as
Addirional Insuxeds thereon, as its interests may appear. The term City shall include its employees,
officers, officials, agents, and volunteers as respects the conteacted services.
10.02.3 Applicable policies shall be endorsed to name the City an Additional Insured thereon, as its
interests may appear. The term City shall include its employees, officers, officials, agents and
volunteexs as respects the contYacted services. '
10.02.4 Certificate(s) of insurance sball document that insu.eance coverage specified in this
Agreement are provided under applicable policies documented theteon.
10.02.5 Any failure on the part of the City to iequest xequited insurance documentarion shall not
constitute a waiveY of the insurance requirements.
10.02.6 A minimum of thirty (30) days' norice of cancellarion or material change in coverage
effecting the required lines and limits of insurance shall be pYovided to the City. A ten (10) days'
norice shall be acceptable in the event of non-payment of pYemium. Notice shall be sent to the Risk
Management Division, 1000 Throcktnorton Stteet, Foi�t Worth, Texas 76102 with a copy to
Director, Parks and Community Services, 4200 South Freeway, Suite 2200, Fort Worth, Texas
76115-1499.
10.02.7 Insurers for all policies must be authoiized to do business in the State of Texas and have a
minimum rating of A: VII in the cut�ent A.M. Best Key Rating Guide or have reasonably equivalent
financial strength and solvency to the sarisfacrion of the City's Risk Management Division.
Pantagleize Theatre Company, Inc. License Agreement Page 5 of 12
10.02.8 Deducrible limits, or self insured retenrions, affecting insurance required herein shall be
acceptable to the City in its sole discretion; and, in lieu of tradirional insurance, any alternarive
coverage inaintained through insurance pools oY risk retention groups must also be appYoved.
Dedicated financial resources oi letteYs of credit may also be acceptable to the City.
10.02.9 Applicable policies shall each be endoxsed with a waiver of subrogation in favor of the City.
10.02.10 The City shall be entided, upon its request and ��ithout incurring expense, to review the
Licensee's insurance policies including endorsements thereto and, at the City's discrerion, the
Licensee may be Yequired to provide proof of insurance piemium payments.
10.02.11 The CommeYcial General Liability insurance policy shall have no exclusions by
endorsements that have effect on the lines and ]imits of insuxance required in this Agreement, unless
the City appioves such exclusions.
11.
Notices
11.01 All notices required o� pe�mitted undei this Agxeement may be given to a paYty personally oY by
mail, addressed to such party at the addiess stated below ox to such other address as one party may fYom time to
time notify the other in writing. Any notice so given shall be deemed to have been received when deposited in
the United States mail so addressed with postage prepaid:
CI'I'Y:
PANTAGLEIZE THEATRE COMPANY INC •
Parks and Community Services Department
4200 South Freeway, Suite 2200
Fort Worth, 'I� 76115-1499
With a co�y to•
City Attorney's Office
1000 Throcl�norton
Fort Worth, Texas 76102
Violet O'Valle, Artistic Dixector
1400 Hendeison Street
Fort Worth, TZ 76102
Or to such other address as said paYties may hereafter designate by norice in writing addressed and mailed or
delivered to the other paity heieto.
12.
Compliance with Law and Policies
12.01 Licensee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Licensee fia�ther agrees that it shall not permit its officers, agents, seYvants, employees, conttactois,
subcontractors, pations, licensees or invitees to engage in any unlawful use of the Premises and Licensee shall
iinmediately Yemove from the I'remises any person engaging in such unlawful activities. Unlawful use of the
Premises by Licensee itself shall constitute an iminediate breach of this Agreement.
Pantagleize Theatre Company, Inc. License Agreement Page 6 of 12
12.02 Licensee shall comply with all PACSD regularions, policies, and specific requirements for the
` Event and shall cooidinate with City staff with regaxd to arrangements for site use. Licensee covenants and
agrees that during the term of this lease that if the City calls to the attenrion of Licensee any such violation on the
part of Licensee or any person employed by or admitted to said Premises by said Licensee, then Licensee shall
imtnediately desist from and correct such violation or vacate the Premises.
13.
Right of Entry
13.01 At all times during the tetm of this AgYeement, City shall have the iight, thiough its agents and
representatives, to enteY into and upon the Premises during reasonable business hours for the purpose of
exainiiiing and inspecting the same for the purpose of determining whetheY Licensee shall have complied with all
of its obligations hereunder in respect to the use of the Premises.
13.02 During any inspection, City may perform any obligations that City is authorized or required to
perform under the terms of this AgYeement or pursuant to its governmental duries under federal state or local
laws, rules, or regulations.
14.
Independent Contractor
14.01 Licensee shall operate he'reunder as an independent contractor as to all rights and pYivileges
herein contained and nothing herein shall be construed as creating a partnership oi joint enterp�ise between
Licensee and City.
15.
Charitable Immunity
15.01 Licensee agrees that if it is a charitable oYganization, coYpoiation, enrity oY individual enterprise
having, claiining or entitled to any iintnunity, exemption (statutory or otherwise) or limitation fiom and against
liability foi damage oi injLuy to pYoperty or persons under the provisions of the Charitable Immunity and
Liability Act of 1987, C.P. R.C., � 84.001 et seq., or otheY applicable law, that Licensee heieby expressly waives its
Yight to assert ox plead defensively any such iinmunity or limitation of liability as against City.
1G.
Non-Discrirnination
16.01 Licensee agYees that during use of the Premises, Licensee will not subject anyone to
discriinination in any way because of the person's race, color or national origin, age, handicap oY sexual
orientation. No one can be excluded from the Event or denied the benefits of the Event because of race, color
oi national oiigin, age, handicap or sexual orientation.
17.
Governing Law; Venue
17.01 This Agreement shall be governed by and constiued in accordance with the laws of the State of
Pantagleize Theatre Company, Inc. License Agreement Page 7 of 12
Texas
17.02 Venue shall be in the state courts located in Tarrant County, Texas oY the United States District
Couit for the Northern District of Texas, Fort Worth Division
18.
No Waiver
18.01 The failure to insist upon a strict performance of any of the covenants or agreements herein set
forth or to declare a forfeiture foY any violation thereof shall not be considered or taken as a waiver or
relinquishment for the future of City's rights to insist upon a strict compliance by Licensee with all the covenants
and conditions.
19.
Governmental Powers
19.01 It is understood that by execution of this Agieement, the City does not waive or surrender any of
its goveinmental powers.
20.
Force Majeure
20.01 If either party is unable, eitheY in whole or paxt, to fulfill its obligations under this Agreement due
to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades;
insuxrecrions; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any
court, boa�d, department, coininission, or agency of the United States or of any state; declaration of a state of
disaster or of emergency by the fedeYal, state, county, or City government in accordance �vith applicable law;
issuance of an Iinininent Threat Alert or Elevated 'Threat Alert by the United States Department of Homeland
Security or any equivalent ale�t 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 MajeuYe Event"), the obligations so affected by such Force MajeuYe Event will be suspended
only during the continuance of such event If a Force Majeure Event occuis, the City may, in its sole discretion,
close oY postpone the opening of its community centeYs, parks, or other City-owned and operated properries and
faciliries 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 Majeuxe Event.
21.
Headings
21.01 The headings in this Agreement are inserted for refeience only, and shall not define oY limit the
pxovisions heYeof.
22.
Severability
22.01 In the event that any clause or piovision of this Agreement shall be held to be invalid by any
couYt of competent jurisdicrion, the invalidity of such clause ox provision shall not affect any of the remaining
provisions heieof.
23.
Pantagleize Theatre Canpany, Inc. License Agreement
Page 8 of 12
Review of Counsel
23.01 Each party, and if it so chooses, its attorney has had the opportunity to review and comment on
this document, therefore any rule of contract construcrion or interpretation that would normally call for the
document to be interpreted as against the d�afting party shall not apply in interpretation of this Agreement, and
each secrion, porrion, and ptovision of this AgYeement shall be construed solely on the basis of the language
contained thexein, regardless of who authored such language.
24.
No Amendment
24.01 This Agreement cannot be modified or amended without the written consent of all the parties
heYeto and attached and made a part of this Agreement.
25.
Multiple Counterparts
25.01 This Agreement may be executed in multiple counterparts, each of which will be deemed an
original, but which together will consritute one instrument.
2G.
Contracting Authoriry
26.01 By executing this Agreement, Licensee's agent affirms that he oY she is authoYized by Licensee to
' execute this Agieement and that all repYesentations made herein with regard to Licensee's idenrity, address, and
legal status (corporation, parmership, individual, etc.) are true and correct.
27.
Entire Agxeernent
27.01 This instrument (including all attachments, schedules, and exhibits attached hexeto) constitutes
the entire understanding and agxeement of the City and Licensee as to use of the Premises and the Gaiden. Any
prior oY contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with the terms and conditions of this Agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
Pantagleize Theatre Company, Ina License Agreement
Page 9 of 12
IN TNESS WHEREOF, the parries have executed this Agreement in multiples, this �L day of
, 2013.
CITY OF FORT WORTH
$ �i��+��� �-
y;
�-y�Susan Alanis
Assistant City Manager
PANTAGLEIZE THEATER
COMPANY, INC.
�
B � . �\ b ���`�-�,
y'
Violet O'Valle
�tic Director
�,
ATTFIST: �
, ��
,� r-
aiy J. Ka�y r �
City Secretary
APPROVED AS TO FORM
AND LEGALITY:
;
By: ��
Tyler F. Wa
Assistant City Attorney
No M&C Required
Pantagleize Theatre Company, Ina License Agreement
Page 10 of 12
4FFICIAIL RECOFd�
�I'1'Y SECRE'Q'AFt�I
�T. VIIOR'iH, �'X
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Pantagleize Theatre Company, Ina License Agreement Page 11 of 12
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Pantagleize Theatre Company, Inc. License Agreement Page 12 of 12