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HomeMy WebLinkAboutContract 59087CSC No. 59087 LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND EMVENIO RESEARCH, INC. This LICENSE AGREEMENT ("License Agreement") is made and entered into by and between the CITY OF FORT WORTH, a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager ("City") and EMVENIO RESEARCH, INC., a North Carolina corporation ("Licensee"), acting by and through its duly authorized representative. City and Licensee are herein referred to individually as a ("Party") and collectively as the ("Parties"). WHEREAS, the City through its Park & Recreation Department ("Park Department") owns and operates numerous Community Centers throughout the City of Fort Worth for the use and benefit of the public; WHEREAS, the City is committed to improving the quality of life for residents and visitors by providing recreational and cultural opportunities; WHEREAS, to help provide such opportunities to the community, the Park Department allows certain vendors use of parking lot space through written agreements; WHEREAS, individuals or entities desiring to provide educational research at Community Centers must receive approval from the Park Department prior to conducting any activity at City owned and operated Community Centers; WHEREAS, the Licensee wishes to provide educational research on clinical trials ("Program") at the Highland Hills Community Center, located at 1600 Glasgow Rd, Fort Worth, Texas 76134 ("Premises"), for the purpose of educating on clinical trials, health issues and to build relationships within the community; WHEREAS, each Party finds that the performance of this Agreement is in the common interest of the Parties, that the undertaking will benefit the public interest and the division of costs fairly compensates the performing Party for the services or function under this Agreement; WHEREAS, the City has determined that it will make its premises available to the Licensee in accordance with the terms of this Agreement and that adequate controls are in place to ensure that the public purpose is carried out; and NOW, THEREFORE, in consideration of the covenants and agreements contained in this License Agreement, City and Licensee hereby agree as follows: SECTION 1 LICENSED PREMISES OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 1.1 Licensed Premises. For and in consideration of the License Fees to be paid under this License Agreement and the agreements of the Parties expressed herein, City does hereby grant to Licensee the use of the parking lot within the Highland Hills Community Center, as set forth in greater detail in Exhibit A, which is attached hereto and incorporated herein. EmVenio Research, Inc. License Agreement Page 1 of 19 1.2 Condition of the Premises. Licensee agrees that Licensee has examined the Premises prior to the execution of this License Agreement and is satisfied with the physical condition of the Premises. Licensee's taking possession of the Premises shall be conclusive evidence of its receipt of the Premises in a safe, sanitary, and good condition and repair. LICENSEE AGREES THAT IT IS TAKING THE PREMISES IN ITS CURRENT "AS IS" CONDITION WITH NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE WHATSOEVER BY CITY. 1.3 Any modifications to the Premises must be approved by the City and set forth in a written amendment to this License Agreement. SECTION 2 USE OF THE PREMISES 2.1 Licensee may use the Premises for the purpose of educational research on clinical trials and for no other purpose, within the normal operational hours of the park or as approved by the Park & Recreation Department Director or his/her designee ("Director"). 2.2 The Premises will be unavailable for use by the Licensee pursuant to this License Agreement 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 of the Premises by providing Licensee with written notice, within a reasonable time prior to the change taking effect. City agrees to provide similar notice to Licensee should the 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 shall not give rise to any claim against the City by the Licensee, whether for lost profits, cost, overhead, or otherwise. 2.3 Licensee may bring into the Premises any equipment reasonably necessary to further the intended use of the Premises. However, the City reserves the right to prohibit any equipment which, in the City's sole discretion, may be dangerous or harmful to Program Participants or the Premises. 2.4 Licensee may not use any part of the Premises for any use or purpose that violates any applicable law, regulation, 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 Premises. 2.5 Licensee understands and agrees that the parking areas in the parks are not for the exclusive use of the Licensee and that the City and patrons of the parks may use the parking spaces at any time. 2.6 The City reserves the right to enter into and grant other and future licenses, leases, and other authorizations for use of the Premises 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 Licensee's use of the Premises as provided herein. This License Agreement does not establish any priority for the use of the Premises by the Licensee or by any present or future licensees. In the event of any dispute as to the priority of use of the Premises, the first priority shall be to the public generally, the second priority to the City in the performance of its various functions, and EmVenio Research, Inc. Page 2 of 19 License Agreement thereafter, as between licensees, as determined by the City in the exercise of its powers, including the police power and other powers reserved to and conferred on it by the State of Texas. 2.7 Licensee must have a copy of this License Agreement for the Premises being used in Licensee's Possession when using the Premises. SECTION 3 TERM OF LICENSE 3.1 Term. Unless terminated earlier pursuant to the terms herein, the term of this Agreement shall be effective beginning on March 1, 2023 and expires on February 29, 2024 ("Initial Term"). 3.2 This City and Licensee may agree, in writing, to renew this Agreement for four (4) additional one-year periods (each a "Renewal Term"). 3.3 Holdover Tenancy. Unless terminated earlier pursuant the terms herein, this License Agreement 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 Agreement or give Licensee any rights under the License Agreement in or to the Premises, except as a tenant at will. SECTION 4 LICENSE FEE 4.1 City and Licensee expressly agree and stipulate that this Agreement is based on valuable consideration and an exchange of promises that will be independently beneficial to both Parties. Specifically, Licensee agrees that the City will provide a benefit to Licensee by providing, both, the use of the Premises at no charge to Licensee for the services, as well as furthering Licensee's mission by promoting educational opportunities to the public. Licensee further agrees to provide litter pick up of the parking lot during the operation of its Program. Additionally, City agrees that the Licensee's services, as more fully described in Exhibit A, will provide a benefit to City that City has accepted as valuable consideration. Both Parties agree as a condition precedent to executing this Agreement that the consideration is valuable and sufficient and that neither Party shall be able to assert otherwise in the event of litigation. Licensee has accepted this as valuable consideration for its performance of the services of this Agreement more fully described in Exhibit A. SECTION 5 DUTIES AND RESPONSIBILITIES 5.1 In addition to any other duties and responsibilities set forth in this License Agreement, Licensee shall: 5.1.1 Properly dispose of all trash generated by Licensee at the Premises. EmVenio Research, Inc. Page 3 of 19 License Agreement 5.1.2 Ensure that the Licensee's use of the Premises complies with any and all policies, rules, and regulations governing the use of the Premises. The City will provide a copy of any such policies, rules, and regulations within a reasonable time after request by the Licensee. 5.1.3 Provide notification of changes to Licensee's use of the Premises, including cancellation but excluding Force Majeure Events, to the City no less than 24 hours prior to the scheduled start time of its Program. In case of Force Majeure Events, the Licensee must notify the Director promptly upon learning of such Force Majeure Events. 5.1.4 Immediately report any maintenance or repair needs to the Park & Recreation Department Athletics Division District Superintendent of the Premises. 5.1.5 Be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with Licensee's use of the Premises. 5.1.6 The Program will be provided at the City location(s) ("Center") and in accordance with the schedule set forth in Exhibit B, which is attached hereto and incorporated herein for all purposes. 5.1.7 Abide by the insurance requirements set forth in Exhibit C, which is attached hereto and incorporated herein for all purposes. 5.1.8 Designate a point of contact for Program administration and reporting requirements ("Program Point of Contact"). The initial Program Point of Contact shall be: Ashlee Foster EmVenio Research, Inc. Association Phone: 480-579-5076 Email: ashlee.fostergemvenio.com 5.1.9 Address complaints related to the Program with 24 hours of notification by the City. 5.2 The City shall: 5.2.1 Furnish existing utilities available at the Premises, accessibility to the restrooms during centers operating hours. 5.2.2 Designate a City employee to serve as the point of contact for Program administration and reporting requirements ("City Point of Contact"). The initial City Point of Contact shall be: EmVenio Research, Inc. Page 4 of 19 License Agreement Rashad Jackson Park & Recreation Department Office: 817-392-2580 Email: rashad.jackson(ae,fortworthtexas.gov 5.2.3 As soon as is reasonably practical, notify Licensee, through its Program Point of Contact, of any closure of the Premises. City will notify Licensee prior to scheduling events which may impede with this Program. 5.2.4 Notify Licensee, through its Program Point of Contact, of all complaints received related to the Program. SECTION 6 LIENS 6.1 Licensee acknowledges that it has no authority to engage in any act or to make any contract that may create or be the foundation for any lien upon the property or interest in the property of City. If any such purported lien is created or filed, Licensee will not permit it to remain, and will, at its cost and expense, promptly discharge, all liens, encumbrances, and charges upon the Premises or a part thereof, arising out of the use or occupancy of the Premises or a part thereof by Licensee, by reason of any labor or materials furnished or claimed to have been furnished, by, through, or under Licensee, by reason of any construction, improvement, alteration, addition, repair, or demolition of any part of the Premises. Licensee's failure to discharge any such purported lien shall constitute a breach of this License Agreement and City may terminate this License Agreement upon thirty (30) days written notice. However, Licensee's financial obligation to City to liquidate and discharge such lien shall survive following termination of this License Agreement and until such a time as the lien is discharged. SECTION 7 CARE OF THE PREMISES 7.1 Licensee, at Licensee's own expense, shall keep the Premises and maintain all equipment and other properties of City in a safe, sanitary, sightly condition and in good repair during its use of the Premises. Licensee shall restore and yield said Premises, equipment, and all other properties belonging to the City back to City, at the expiration of each scheduled Program, in good or better condition as they existed at the beginning of each scheduled Program and in which Licensee found them. This shall only apply during such time as the Licensee has use of the Premises as set forth in this License Agreement. 7.2 Licensee will not do, or permit to be done, any injury or damage to the Premises, or any parts thereof, or permit to be done anything that will damage or change the finish or appearance of the Premises or the furnishings thereof or 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 shall be nailed, tacked, screwed or otherwise physically attached to any part of the Premises or to any of the furnishings or fixtures of the City without the prior written consent of the Director. EmVenio Research, Inc. Page 5 of 19 License Agreement 7.3 Any equipment or other property left by the Licensee at the Premises for over 30 days will be considered abandoned and will become the property of the City; the City will dispose of the property as it deems appropriate. 7.4 Subject to ordinary wear and tear and to the extent allowed by law, Licensee will pay the costs of repairing any damage that may be done to the Premises or any of the fixtures, furniture or furnishings by any act of Licensee or any of Licensee's officers, representatives, servants, employees, agents, invitees, Program Participants, or anyone visiting the Premises upon the invitation of the Licensee. The City shall determine, in its reasonable discretion, whether any damage has occurred, the amount of the damage, the reasonable costs of repairing the damage, and whether, under the terms of the License Agreement, the Licensee is responsible. The quality of the maintenance of the Premises, furnishings, fixtures or furniture by the Licensee shall be reasonably acceptable to the City. The costs of repairing any damage to the Premises shall be immediately due and payable by the Licensee upon Licensee's receipt of a written invoice from City. SECTION 8 FORCE MAJEURE 8.1 If either Party is unable, either in whole or part, to fulfill its obligations under this License Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; pandemics and 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 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 of the United States; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the Party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such Force Majeure 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 SHALL 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, PROGRAM PARTICIPANTS, OR SUBLICENSEES. EmVenio Research, Inc. Page 6 of 19 License Agreement 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/OR PERSONAL INJURY ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE OCCUPANCY AND USE OF THE PREMISES AND ANY AND ALL ACTIVITIES CONDUCTED THEREON SUSTAINED BY REASONS OF THE OCCUPANCY OF SAID PREMISES UNDER THIS LICENSE AGREEMENT. 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, KIND 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 PREMISES BY LICENSEE OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, PATRONS, GUESTS, SUBLICENSEES, PROGRAM 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, PROGRAM PARTICIPANTS, OR INVITEES OR OF ANY OTHER PERSON ENTERING UPON THE 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 LICENSE AGREEMENT (COLLECTIVELY, "LIABILITIES"), EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTABLE 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 If any action or proceeding shall be brought by or against the City in connection with any such liability or claim, Licensee, on notice from City, shall defend such action or proceeding at Licensee's expense, by or through attorneys reasonably satisfactory to City. 9.4 It is agreed with respect to any legal limitations now or 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 shall 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 shall continue in full force and effect. EmVenio Research, Inc. Page 7 of 19 License Agreement 9.5 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 Premises. Licensee agrees to make its officers, 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 shall place language in its contracts with contractors and subcontractors that contractors shall notify City as required by Licensee in this subsection. 9.6 Licensee shall 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. SECTION 10 AUDIT 10.1 Licensee agrees that the City shall, until the expiration of three (3) years after the termination or expiration of this License Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of Licensee involving transactions relating to this License Agreement. Licensee agrees that the City shall have access during normal working hours to all necessary Licensee facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Licensee reasonable advance notice of intended audits. 10.2 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 shall, until the expiration of three (3) years after the expiration or 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 shall have access during normal working hours to all contractor and subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give the contractor and subcontractor reasonable advance notice of intended audits. SECTION 11 CHARITABLE IMMUNITY 11.1 Licensee agrees that if it is a charitable organization, corporations, entity or individua enterprise having, claiming or entitled to any immunity, exemption (statutory or otherwise) or 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 Park & Recreation Department in the notice provision of this License Agreement. EmVenio Research, Inc. Page 8 of 19 License Agreement SECTION 12 TERMINATION 12.1 This License Agreement maybe terminated without cause by the Licensee upon thirty (30) days' written notice of such intent to terminate being delivered to the City. This License Agreement may be terminated without cause by City immediately upon written notice to Licensee of such intent to terminate. 12.2 Gratuities. City may terminate this License Agreement 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 Agreement. In the event this License Agreement is canceled by the City pursuant to this section, City shall 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. 12.3 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any time during the term of the License Agreement, the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this License Agreement, the City may terminate the portion of the License Agreement regarding such obligations to be effective on the last of (i) ninety (90) calendar days following delivery by the City to Licensee 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 for the purposes set forth in this License Agreement. 12.4 Licensee's Duties Upon Expiration or Termination. 12.4.1 Prior to the effective date for expiration or termination of this License Agreement, Licensee shall promptly remove all of its personal property; provided, however, Licensee shall not be obligated to remove any fixtures. Licensee shall also repair any Licensee -caused damage to the Premises, including, but not limited to, any damage that Licensee causes during removal of Licensee's property, to the reasonable satisfaction of the Director. 12.4.2 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 Premises and invoice Licensee for 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 property as City's sole property; or (iii) pursue any remedy at law or in equity available to City. If Licensee fails to surrender the Premises to City following termination or expiration, all liabilities and obligations of Licensee hereunder shall continue in effect until such is surrendered. 12.4.3 Upon termination, all funds owed to the City shall be due and payable by the tenth (loth) calendar day after the effective date of termination, unless stated EmVenio Research, Inc. Page 9 of 19 License Agreement otherwise in this License Agreement. 12.5 Other Remedies. Any termination of this License Agreement as provided in this License Agreement will not relieve Licensee from paying any sum or sums due and payable to City under this License Agreement that remains unpaid and due at the time of termination, or any claim for damages then or previously accruing against Licensee under this License Agreement. 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 Agreement. All City's rights, options, and remedies under this License Agreement 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 this License Agreement. No such termination shall 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 Agreement. SECTION 13 RIGHT OF ENTRY AND INSPECTION 13.1 In licensing the Premises, City does not relinquish the right to control the management of the Premises, or the right to enforce all necessary and proper rules for the management and operation of the same. After receiving notice sent by City at least 24 hours in advance, Licensee must permit City or its agents, representatives, or employees to enter the Premises for the purposes of inspection; determining whether Licensee is complying with this License Agreement; maintaining, repairing, or altering the 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 Agreement 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 14 LICENSES AND PERMITS 14.1 Licensee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for its operations. SECTION 15 NOTICES 15.1 All notices required or permitted under this License Agreement, except for notifications required to be given to a City Point of Contact or Program Point of Contact, may be given to a Party by receipted overnight courier (such as Federal Express or UPS) or by United States certified mail, return receipt requested, 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 shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: EmVenio Research, Inc. License Agreement Page 10 of 19 CITY: City of Fort Worth Park & Recreation Director 4200 South Freeway, Suite 2200 Fort Worth, Texas 76115 With copies to: LICENSEE: EmVenio Research, Inc. Attn.: Ashlee Foster 2530 Meridian Pkwy, Suite 300 Durham, NC 27713 City of Fort Worth Attn: Assistant City Attorney and Assistant City Manager 200 Texas Street Fort Worth, Texas 76102 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 16 NON-DISCRIMINATION 16.1 Licensee shall not engage in any unlawful discrimination based on race, creed, color, national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria, and Licensee represents and warrants that to the extent required by applicable laws, it is an equal opportunity employer and shall comply with all applicable laws and regulations in any employment decisions. 16.2 In the event of Licensee noncompliance with the nondiscrimination clauses of this License Agreement, which is not cured within ninety (90) calendar days of notice of such noncompliance, this License Agreement may be canceled, terminated, or suspended in whole or in part, and Licensee may be debarred from further agreements with City. SECTION 17 VENUE AND CHOICE OF LAW 17.1 Licensee and City agree that this License Agreement shall 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 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. SECTION 18 THIRD -PARTY RIGHTS AND ASSIGNMENTS 18.1 The provisions and conditions of this License Agreement 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. EmVenio Research, Inc. License Agreement Page 11 of 19 18.2 Licensee agrees that it will not subcontract or 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 shall be void. SECTION 19 BINDING COVENANTS 19.1 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 20 INDEPENDENT CONTRACTOR 20.1 It is expressly understood and agreed that Licensee and its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this License Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this License Agreement, Licensee shall 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, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Licensee acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Licensee and its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Licensee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Licensee. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Licensee or any employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Licensee. Neither Licensee, nor any officers, agents, servants, employees or subcontractors of Licensee shall be entitled to any employment benefits from the City. Licensee shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. SECTION 21 AMENDMENTS, CAPTIONS, AND INTERPRETATION 21.1 Except as otherwise provided in this License Agreement, the terms and provisions of this License Agreement may not be modified or amended except upon the written consent of both the City and Licensee. 21.2 Captions and headings used in this License Agreement are for reference purposes only and shall not be deemed a part of this License Agreement. 21.3 In the event of any dispute over the meaning or application of any provision of this License Agreement, this License Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any Party, regardless of the actual drafter of this License Agreement. EmVenio Research, Inc. License Agreement Page 12 of 19 SECTION 22 GO ERNMENTAL P'0 RS AND IMMUNITIES 22.1 It is understood that by execution of this License Agreement, the City and Licensee does not waive or surrender any of its governmental powers or immunities. SECTION 23 AUTHORIZATION AND COUNTERPARTS AND ELECTRONIC SIGNATURES 23.1 By executing this License Agreement, Licensee's agent affirms that he or she is authorized by Licensee to execute this License Agreement and that all representations made herein with regard to Licensee's identity, address, and legal status are true and correct. 23.2 This License Agreement 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 shall be as legally binding for all purposes 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. SECTION 24 SEVERABILITY AND NO WAIVER 24.1 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 shall in no way affect any other covenant, condition or provision does not materially prejudice either Licensee or City in connection with the right and obligations contained in the valid covenants, conditions or provisions of this License Agreement. 24.2 The failure of either Party to insist upon the performance of any term or provision of this License Agreement or to exercise any right granted hereunder shall not constitute a waiver of that Party's right to insist upon appropriate performance or to assert any such right on any future SECTION 25 CO LIANCE WITH LAWS 25.1 This License Agreement is subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 25.2 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 shall immediately desist from and correct the violation. EmVenio Research, Inc. License Agreement Page 13 of 19 SECTION 26 SOLE AGREEMENT 26.1 This License Agreement, 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 successor 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 Agreement. SECTION 27 IMMIGRATION NATIONALITY ACT 27.1 Licensee must verify the identity and employment eligibility of its employees who perform work under this Agreement, 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 Agreement. Licensee must adhere to all Federal and State laws as well 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 MUST INDEMNIFY CITY AND HO D CITY HARMLESS FRO ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO IOLATIONS O THIS PARAGRAPH BY LINCENSEE, EMPLOYEES, SUBCONTRACTORS, AGENTS, O LICENSEES. City, upon written notice to Licensee, will have the right to immediately terminate this Agreement for violations of this provision by Licensee. SECTION 28 BOYCOTTING ISRAEL PROHIBITED 28.1 If Licensee has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Licensee acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" will have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Licensee certifies that Licensee's signature provides written verification to City that Licensee: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. (Signatures on following page) EmVenio Research, Inc. License Agreement Page 14 of 19 IN WITNESS WHEREOF, the Parties have executed this License Agreement in multiples in Tarrant County, Fort Worth, Texas to be effective on the date set forth in Section 3. City: By: op� Name: Jesica McEachern Title: Assistant City Manager Date: M a r 24, 2023 Licensee: ,4�A1� By: Ash lee N Foster (Mar 22, 2023 10:29 EDT) Name: Ashlee Foster Title: Community Engagement Manager Date: M a r 22, 2023 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person f0-1responsible for the monitoring and administration By: 49t of this contract, including ensuring all performance Name: Dave Lewis and reporting requirements. Title: Acting Director Park & Recreation Department By: Name: Kelli Pickard Title: Assistant Director Park & Recreation Department Approved as to Form and Legality: zLk= By: Nico Arias (Mar 22, 2023 08:44 CDT) Name: Nico Arias Title: Assistant City Attorney Contract Authorization: M&C: N/A Form 1295: N/A By: Ras�ck, 202310:57 CDT) Name: Rashad Jackson Title: Community Center Supervisor Park & Recreation Department 4,dd44p��� o City Secretary: o ~s oo , offA o Pvo 8=d y Pia* oo0 oo *�d �00000 °�.� qp at<��ExA4ap By: Name: Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EmVenio Research, Inc. License Agreement Page 15 of 19 EXHIBIT A I;7�lUlfyxy EmVenio Research, Inc. License Agreement Page 16 of 19 EXHIBIT B PROGRAM DESCRIPTION, SCHEDULE, AND CENTER(S) PROGRAM: EmVenio Research, Inc. SCOPE OF SERVICE: The use of 6-8 parking spaces to educate on clinical trials, health issues and to build relationships within the community. Upcoming trials is a COVID oral pill study that is looking to decrease the length and severity of symptoms. DAY CENTER START TIME END TIME START TIME END TIME START TIME END TIME START TIME END TIME Mon HH 7:30am 5:30 m Tue HH 7:30am 5:30 m Wed HH 7:30am 5:30 m Thu HH 7:30am 5:30 m Fri HH 7:30am 5:30 m Sat PARD CENTER NAME CENTER ADDRESS NS CENTER NAME CENTER ADDRESS Chisholm Trail (CT) 4936 McPherson Blvd. (76123) Andrew `Doc' Session(ADS) 201 S. Sylvania Ave.(76111) Diamond Hill (DH) 1701 NE 37th St. (76106) Como (CCC) 4900 Horne St. (76107) Eugene McCray (EM) 4932 Wilbarger St. (76119) FW After School(FWAS) 2901 Shotts St. (76107) Fire Station (FS) 1601 Lipscomb St. (76104) Martin Luther King(MLK) 5565 Truman Dr. (76112) Fort Worth After School(FWAS) 2901 Shotts St. (76107) North Tri-Ethnic (NT) 2950 Roosevelt Ave. (76106) Greenbriar (GB) 5200 Hemphill St. (76115) Northside (NS) 1801 Harrington Ave. (76106) Handley Meadowbrook(HMB) 6201 Beaty St. (76112) Southside (SS) 959 E. Rosedale St.(76104) Highland Hills (HH) 1600 Glasgow Rd. (76134) Worth Heights (WH) 3551 New York Ave.(76110) Hillside (HS) 1201 E. Maddox Ave. (76104) Mobile Recreation (MR) 1601 Lipscomb St. (76104) R. D. Evans (RDE) 3242 Lackland Rd. (76116) Riverside (RS) 3700 E. Belknap St. (76111) Southwest (SW) 6300 Welch Ave. (76133) Sycamore (SY) 2525 E. Rosedale St. (76105) Thomas Place (TP) 4237 Lafayette Ave. (76107) Victory Forest (VF) 3427 Hemphill St. (76110) EmVenio Research, Inc. License Agreement Page 17 of 19 EXHIBIT C INSURANCE Insurance. Licensee must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Licensee, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): ❑ Applicable ❑ N/A $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. EmVenio Research, Inc. License Agreement Page 18 of 19 (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the City in accordance with the notice provision of this Agreement. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Licensee has obtained all required insurance will be delivered to the City prior to Licensee proceeding with any work pursuant to this Agreement. EmVenio Research, Inc. License Agreement Page 19 of 19