HomeMy WebLinkAboutContract 59922CSC No. 59922
LICENSE AGREEMENT
BETWEEN THE CITY OF FORT WORTH
AND ROYAL FAM FOOD SERVICE INC.
This LICENSE AGREEMENT ("Agreement") is made and entered into by and between the
CITY OF FORT WORTH, a home -rule municipal corporation of the State of Texas ("City"), acting by
and through the Director of the Park & Recreation Department, and ROYAL FAM FOOD SERVICE
INC., a Texas Nonprofit Corporation, ("Licensee"). City and Licensee are herein referred to individually
as a ("Party") and collectively as the ("Parties").
WHEREAS, City owns and operates various Community Centers throughout Fort Worth, Texas;
WHEREAS, Licensee is seeking permission from the City to enter upon various Community
Centers, for the purpose of providing a Food Service Program ("Program"), designed to serve meals to all
needy children 18 years of age and under;
WHEREAS, Licensee's mission through its Program is to serve the general public and provide
meals to low income families;
WHEREAS, residents of the City will benefit from the Program conducted by Licensee in
receiving hot and cold nutritional meals at no cost;
WHEREAS, the City has determined that it will make its premises available to Licensee in
accordance with the terms of this Agreement, that making the premises available will serve the public
purpose of serving meals to all needy children, and that adequate controls are in place to ensure that the
public purpose is carried out;
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; and
NOW, THEREFORE, in consideration of the covenants and agreements contained in this License,
City and Licensee hereby agree as follows:
SECTION 1
LICENSED PREMISES
1.1 Licensed Premises. For the Term specified in Section 3 below, and any extensions thereof,
City hereby grants to Licensee, its affiliates, successors, assigns, licensees, employees, representatives,
independent contractors, and suppliers (all of whom shall be included in the term "Program") the exclusive
right to enter upon, in, and various Community Centers ("Premises"), as more specifically described in
Exhibit A which is attached hereto and incorporated herein by reference.
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.
Royal Fam Food Service Inc. OFFICIAL RECORD
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FT. WORTH, TX
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 providing a free Food Service Program
and for no other purpose.
2.2 Licensee shall have exclusive rights to use the Premises within the normal operational
hours. All activities related to Licensee's use must be completed within the time periods set forth in the
schedule in Exhibit B, including, but not limited to, set-up and clean-up. If Licensee, for any reason,
holds over beyond the scheduled times set forth in Exhibit B. the City, reserves the right, in its sole
discretion, to remove Licensee from the Premises or charge Licensee a fee for use of the Premises for
the time period beyond that which the Premises is reserved. Any additional fee will be commensurate
with that charged to other patrons of the Premises using the same space for the same amount of time.
2.3 Either parry may request a temporary modification of the schedule set forth in Exhibit B
with ten (10) days' prior written notice, but no such change will take effect without the prior written
consent of both parties. Any permanent revisions to the schedule set forth in Exhibit B will require an
amendment to this License Agreement.
2.4 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.
2.5 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.
2.6 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.
2.7 Licensee understands and agrees that the parking areas in the parks and community
centers are not for the exclusive use of the Licensee and that the City and patrons of the parks and
community centers may use the parking spaces at any time.
2.8 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
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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 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.
SECTION 3
TERM AND TERMINATION
3.1 The initial term of this Agreement is for two -years, beginning on the date that this
Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier
in accordance with this Agreement ("Initial Term").
3.2 The City and Licensee may agree, in writing, to renew this Agreement for three (3)
additional one-year periods (each a "Renewal Term"). The effective date for any renewal term will begin
on the date that the Agreement is executed by the City's Assistant City Manager ("Effective Date").
SECTION 4
CONSIDERATION
4.1 Licensee shall not receive payment for any services provided under this Agreement. 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 accessible fresh produce
and healthy groceries to Fort Worth and Tarrant County residents. Licensee has accepted this as valuable
consideration for its performance of the services of this Agreement more fully described in Exhibit A.
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.
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 Arrange for fresh produce to be supplied to City.
5.1.2 Provide appropriate signage with branding for the Program.
5.1.3 Furnish the Program with adequate equipment such as refrigeration and shelving
to support the Program model.
5.1.4 Support City through nutrition education or connect City with other community
organizations that can offer those resources.
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5.1.5 Provide on -going support to operate the pantry as needed by the partner such as
ordering food, helping to navigate partner food bank orders, troubleshooting Program site
operations.
5.1.6 Abide by the insurance requirements set forth in Exhibit C, which is attached
hereto and incorporated herein for all purposes.
5.2 City shall:
5.2.1 Furnish the necessary existing utilities and electrical power available at the
Premises for the ordinary and intended use of such, which includes lighting, heat and air
conditioning, and water. City shall not be liable or responsible for accidents or unavoidable delays.
5.2.2 Ensure that the Program is run with integrity as it was intended by Licensee by
supporting all families within the service area, by presenting families with a dignified recipient
choice pantry experience and offering nutrition education workshops and resources at least once
each quarter.
5.2.3 Have current Program signage displayed in all physical locations of the pantry and
in any media or social media posts.
5.2.4 Take pride in their operation, appearance, and branding. If necessary, Licensee
may recommend operational improvements for the site which can include adding sign age,
improving the visibility of fresh produce, suggesting new operational hours for the Program to
improve distribution of pantry items. Program is expected to make progress towards Licensee's
recommendations. Failure to make progress could result in future termination of the Program.
5.2.5 Ensure the Program has at least 50% of its inventory dedicated to fresh fruits and
vegetables available to families at all times.
5.2.6 Provide monthly reports to Licensee which should include:
a. Number of families served.
b. Number of pounds of produce served each Program date and how the food
is distributed (i.e. to families/residents or using a shared table or
transferred to another pantry)
c. How many nutrition lessons/hours of nutrition lessons have been offered
to families (i.e. cooking demos, taste clubs, or other resources and tools
for families)
d. How many families are participating in classes?
5.2.7 Have a procedure in place to prevent food waste: i.e. shared table, extending hours
of operation for parents. All leftover food should be distributed to other local pantries and/or
organizations which can distribute it to persons in need of food, within a timely manner. Food that
is near its shelf -life should be disposed of by either immediate donation, compost or another method
with landfill and disposal as last report.
5.2.8 Abide by the following operation requirements:
a. Keep appropriate records which accurately reflect the amount of donated
product received and distributed or used. All food donation or food
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delivery slips, written records, and number of recipients served must be
kept on file for three (3) years. All such records must be made available
upon request to Licensee or designated representative of Licensee.
b. Submit Program recipient documentation reports as requested by
Licensee. Program recipient documentation reports include in -take cards
and sign -in sheets for each pantry date.
c. Establish regular hours for food distribution. To further assist the working
families and accommodate their schedules, the site must open at least
twice a month at different times and/or days of the week outside of the
regular Program hours.
5.2.9 Abide by the following food safety requirements in addition to any local, state and
federal regulations required to operate the site:
a. Must have a system for securing donated product received and have
adequate refrigeration/freezer space and dry storage to ensure the safety
and wholesomeness of donated product until used or distributed. Measures
taken to secure donated product and maintain its integrity must include,
but are not limited to:
i. Keeping donated product distinct from that of other
programs, staff and/or personal use.
ii. Restricting access to storage areas with lockup capability.
iii. Storing food off the ground, in a cool, dry area protected
from danger of freezing.
iv. Storing grains, cereals, etc. in such a way as to protect
against infestation.
V. Keeping thermometers in every freezer/cooler
b. Agree to the safe and proper handling of donated product, which conforms
to all local, state and federal regulations.
5.2.10 Be responsible for ensuring Program staff and volunteers are trained properly in
hygiene, safe handling of food, and dealing with the public in a professional manner.
5.2.11 Ensure the equitable distribution of food while maintaining the civil rights and
dignity of recipients. No attendee will be discriminated against because of race, color, citizenship,
religion, sex, national origin, ancestry, age, marital status, disability, sexual orientation including
gender identity, unfavorable discharge from the military or status as a protected veteran.
5.2.12 Ensure all food donation recipient applications and written records are
confidential, keeping all intake cards and sign -in sheets on -site in a locked and secure area or
password protected on a computer.
5.2.13 Distribution sites shall be open publicly to all eligible recipients within their
service area; eligible staff, volunteers, congregational members, or any other subgroup of recipients
are eligible to receive food but shall not be given priority or exclusive rights over the distribution
of donated product.
5.2.14 Recipients may not be required to attend a religious or political meeting or to make
a statement of faith, non -faith or pledge membership, or to attend any religious or political meeting before,
during, after, or in exchange for donated product.
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5.2.15 Abide by the Texas Health Brand Use guidelines attached and incorporated hereto
as Exhibit D.
5.3 Rebortina Requirements. City understands that it will complete the following reporting
requirements:
5.3.1 City will be required to report regularly to Licensee. These reports will include the
data for evaluation, success stories, barriers. Reports are due the 10th of each month.
5.3.2 In addition to the reports, City agrees to survey program participants, staff and
volunteers at a pre -determined cadence by Licensee or as needed. Licensee will provide surveys,
but the City will be responsible for administration. Additional information may be requested by
Licensee.
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; provided, however, the foregoing shall not be construed to require the Licensee to
provide general janitorial services at 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
time set forth in Exhibit B, in good or better condition as they existed at the beginning of each scheduled
time set forth in Exhibit B 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.
7.3 Subject to ordinary wear and tear and to the extent allowed by law, Licensee will pay
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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 parry'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 KIND 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. 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
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(COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL
CLAIMS, LIABILITIES, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS,
JUDGMENTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS,
ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, HIND OR
DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR
DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO
THE USE OR OCCUPANCY OF THE 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 ATTRIBUATABLE
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.
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
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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
COMPLIANCE WITH LAWS, ORDINANCES, RULES, AND REGULATIONS
10.1 Licensee covenants and agrees that it shall not engage in any unlawful use of the
Premises. Licensee further agrees that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees, or invitees to engage in any unlawful use of the Premises,
and Licensee immediately shall remove from the Premises any person engaging in such unlawful activities.
Any continued, uncured, unlawful use of the Premises by Licensee, following written notice thereof to
Licensee, shall constitute a breach of this Agreement. Licensee agrees to comply with all federal, state,
and local laws; all ordinances, rules, and regulations of City of Fort Worth; all rules and regulations
established by the Park & Recreation Department; and all rules and regulations adopted by the Fort Worth
City Council pertaining to the conduct required on the Premises, as such laws, ordinances, rules, and
regulations exist or may hereafter be amended or adopted. If City notifies Licensee or any of its officers,
agents, employees, contractors, subcontractors, licensees, or invitees of any violation of such laws,
ordinances, rules, or regulations, Licensee shall use best efforts to bring an end to and correct the violation.
SECTION 12
TERMINATION
12.1 This License Agreement may be terminated without cause by either party upon thirty
(30) days' written notice of such intent to terminate being delivered to the City.
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
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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 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
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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 written notices called for or required by this Agreement shall be addressed to the
following, or such other Party or address as either Party designates in writing, by certified mail, postage
prepaid, or by hand delivery:
CITY: LICENSEE:
City of Fort Worth Royal Fam Food Service Inc.
Park & Recreation Department Attn: Cynthia Oliver
4200 South Freeway, Suite 2200 807 West Enon
Fort Worth, Texas 76115 Everman, Texas 76140
With conies to:
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.
Royal Fam Food Service Inc.
License Agreement Page 11 of 22
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.
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.
Royal Fam Food Service Inc.
License Agreement Page 12 of 22
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.
SECTION 22
GOVERNMENTAL POWERS AND IMMUNITIES
22.1 It is understood that by execution of this License Agreement, the City and Licensee do
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 occasion.
Royal Fam Food Service Inc.
License Agreement Page 13 of 22
SECTION 25
COMPLIANCE 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.
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 1-9 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 HOLD CITY HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
INSTRUCTOR, INSTRUCTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Licensee, will have the right to immediately terminate this
Agreement for violations of this provision by Licensee.
SECTION 28
BOYCOTTING ISRAEL PROHIBITED
28.1 If Licensee has fewer than 10 employees or this 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, the 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" has 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
the City that Licensee: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
Royal Fam Food Service Inc.
License Agreement Page 14 of 22
SECTION 29
PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
29.1 Licensee acknowledges that, in accordance with Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms "boycott energy company" and
"company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government
Code is applicable to this Agreement, by signing this Agreement, Licensee certifies that Licensee's
signature provides written verification to the City that Licensee: (1) does not boycott energy companies;
and (2) will not boycott energy companies during the term of this Agreement.
(Signatures on following page)
Royal Fam Food Service Inc.
License Agreement Page 15 of 22
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in multiples.
City:
By:
op�
Name:
Jesica McEachern
Title:
Assistant City Manager
Date:
Aug 14, 2023
Licensee:
By: Cynthia Oliver (Aug 10, 202313:36 CDT)
Name: Cynthia Oliver
Title: CEO
Date: Aug 10, 2023
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: Aq�e fa-,
Name: Dave Lewis
Title: Acting Director
Park & Recreation Department
By:
Name: Kelli Pickard
Title: Assistant Director
Park & Recreation Department
Approved as to Form and Legality:
AL k-
By: N ico Arias (Aug 9, 202315:24 CDT)
Name: Nico Arias
Title: Assistant City Attorney
Contract Authorization:
M&C: Not required.
Form 1295: Not required.
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By:
Name: Sheri Endsley
Title: District Superintendent
Park & Recreation Department
City Secretary:
% ,.�ec4axs
By:
Name: Jannette S. Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Royal Fam Food Service Inc.
License Agreement Page 16 of 22
EXHIBIT A
PREMISES
Name of Community Center
Address
Phone#
Andrew Doc Session Community Center
201 S. Sylvania Ave.
817 392-6585
Atatiana Carr -Jefferson Community Center @ Hillside
1201 E. Maddox St.
817-392-7660
4936 McPherson
Chisholm Trail Community Center
Blvd
817-392-8070
Como Community Center
4660 Horne Street
817-392-5300
Diamond Hill Community Center
1700 NE 37th Street
817-392-5485
Eugene McCray Community Center
4932 Wilbarger St.
817-392-7146
Fire Station Community Center
1601 Lipscomb
817-392-2240
Greenbriar Community Center
5200 Hemphill St
817-392-6270
Handley-Meadowbrook Community Center
6201 Beaty St
817-392-2830
Highland Hills Community Center
1600 Glasgow Rd
817-392-2580
Martin Luther King Community Center
5565 Truman Dr.
817-392-5966
North Tri-Ethnic Community Center
2950 Roosevelt Ave
817-392-5200
Northside Community Center
1100 NW 18 St
817-392-5992
RD Evans Community Center
3242 Lackland Road
817-392-7400
Riverside Community Center
3700 E Belknap St
817-392-7640
Southside Community Center
959 E. Rosedale St
817.392.6605
Southwest Community Center
6300 Welch Ave.
817-392-7613
Sycamore Community Center
2525 E. Rosedale St.
817-392-7650
Thomas Place Community Center
4237 Lafayette Ave.
817-392-7427
Victory Forest Community Center
3427 Hemphill St
817-392-8200
Worth Heights Community Center
3551 New York Ave.
817-392-8722
Royal Fam Food Service Inc.
License Agreement Page 17 of 22
EXHIBIT B
PROGRAM SCHEDULE
Hours of
operation
Estimate dLocation
meals will be served: gym,
Name of Community Center
#of
Start Gate End Date
operation
Days
cafeteria, etc.
children
Andrew Doc Session Community Center
3 30 pm
M - F
35
Multi -Purpose Roam/Activity Roam
8/2112023 5/23/2024
4.30 pm
Atatiana Carr-Jeffersan Community Center Hillside
3:45pm-
M-F
45
Multi -Purpose Roam
9/21/2023 5/23/2024
4:45 pm
Chisholm Trail Community Center
4-.44pm
M-F
40
Multipurpose Room
812112023 5/22/2024
5:00pm
Coma Community Center
4-44pm
M-F
120
Classrooms
9/5/2023 5/23/2024
6:00pm
Diamond Hill Community Center
3 30pm
M-F
50
Multipurpose Room
812112023 5/23/2024
4:30pm
Eugene Mc Cray Community Center
4-44pm
M-F
30
Multi -Purpose Roam
9/21/2023 5/23/2024
5 -00pm
Fire Station Community Center
3 30Pm
M-f
8o
Multi -Purpose Roam
9/21/2023 5f23f2424
4:30 pm
Greenhriar Community Center
3 30pm
M-F
45
ASP Roam
9/14/2023 5/23/2024
4:30pm
Handley-Meadawhraak Community Center
3:45pm-
M F
40
Multi -Purpose Roams
9/21/2023 5/23/2024
4:45 pm
Highland Hills Community Center
4-00pm
M-F
40
ASP Roam / Multi -purpose Roam
9/21/2023 5/23/2024
5 -00pm
Martin Luther King Community Center
4-00 pm
M - F
30
Activity l/Community Room
8/21/2023 5123/2024
5-00 pm
Narth Tri-Ethnic Community Center
4-00pm
M-F
50
Activity 1
8/21/2023 5/23/2024
5 -00pm
Narthside Community Center
6PMmp
M-F
40
Youth Room
8/21/2023 5/23/2024
RD Evans Community Center
3 30pm
M-F
40
Multipurpose Roam
8/2112023 5/23/2024
5 -00pm
Riverside Cam munity Center
3 30pm
M-F
30
Large Meeting Roam
9/21/2023 5/23/2024
4.30 pm
Southside Community Center
4:00 PM
M-F
30
Meeting room, Hazel Roam, ASP area
8/2112023 5/23/2024
5:00 PM
Southwest Community Center
4-44pm
M-F
So
ASP roam/ Multi -purpose roam
8/2112023 5/23/2024
5:00pm
Sycamore Community Center
4 45pm
Tu-F
20
Multipurpose Room
9/5/2023 4/29/2024
5:45pm
Thamas Place Community Center
3 30PM
M-F
65
Multi -Purpose Roams
9/21/2023 5/23/2024
4:30PM
Victory Forest Community Center
3 30pm
M-F
50
Multipurpose Roam
9/21/2023 5/23/2024
4:30pm
Worth Heights Community Center
4-00 PM
M-F
60
Activity Roam 1/Activity Roam 4
9/21/2023 5/23/2024
5-00 PM
Royal Fam Food Service Inc.
License Agreement Page 18 of 22
EXHIBIT C
INSURANCE
Citv Insurance.
1.1 Blanket Accident Insurance. Licensee acknowledges that City carries a blanket accident
insurance policy ("Accident Policy") that provides first party insurance coverage to Licensee in the
event of a covered loss. This Accident Policy will be excess to any other insurance policies that the
Licensee carries. Licensee is responsible for reading and understanding the entire Accident Policy,
including, but not limited to, any exclusions to coverage.
1.2 Commercial General Liabilitv. Licensee acknowledges that the City also carries limited
participant liability coverage for certain designated sport or athletic contests or exhibitions under
its commercial general liability insurance policy ("City CGL Policy"). The City CGL Policy is
intended to protect the City from third -party claims for personal injury and property damage.
Licensee is responsible for reading and understanding the entire City CGL Policy, including, but
not limited to, any exclusions to coverage. If the Program is excluded from coverage or not covered
for any reason under the City CGL Policy, then Licensee will provide or caused to be provided the
commercial general liability insurance set forth in section 2 of this Exhibit C. Each Program
Participant is required to pay City the applicable fee associated with maintaining such insurance
coverage prior to beginning the Program. Licensee is responsible for ensuring that each Program
Participant has fully paid the City the applicable fee, which will be in addition to any Program Fees.
1.3 Claims. Licensee will be responsible for ensuring that any claim under the Accident Policy
and City CGL Policy are properly reported to City and that all necessary paperwork is completed
and submitted to appropriate entity in a timely manner.
1.4 Liability. City's liability, if any, to Licensee under this Agreement will be limited to the
maximum amounts payable under the Accident Policy or City CGL Policy, as applicable. To the
extent that the City incurs any liability outside of the Accident Policy or the City CGL Policy limits
attributable to Licensee or Licensee's representatives, agents, Program Participants, contractors, or
anyone acting on behalf of or for Licensee, then Licensee hereby agrees to INDEMNIFY, HOLD
HARMLESS, AND DEFEND THE CITY IN ACCORDANCE SECTION 9 OF THIS
AGREEMENT. City will not be liable to Licensee for any claims, damages, or losses beyond the
policy limits stated in the Accident Policy, City CGL Policy, or for any excluded coverages, and
Licensee hereby forever waives any such claims against the City.
2. Licensee -Provided Insurance. In the event that the Program being conducted by the Licensee is
excluded or not covered by the City's CGL Policy referenced above, Licensee will furnish to City,
in a timely manner, but not later than the start of the term of this Agreement, certificates of
insurance as proof that the policies of insurance specified herein have been purchased. Licensee is
solely responsible for reviewing the City's CGL Policy and determining whether its Programs are
covered under the City CGL Policy. If City has not received such certificates by such date, Licensee
will be in default of the Agreement and City may, at its option, terminate the Agreement
immediately and without penalty. Licensee will maintain or cause to be maintained the following
coverages and limits thereof.
2.1 Coverages and Limits
i. Commercial General Liabilitv (CGL) Insurance
Royal Fam Food Service Inc.
License Agreement Page 19 of 22
a. $1,000,000 each occurrence
b. $2,000,000 aggregate limit
ii. Business Automobile Liabilitv Insurance
a. $1,000,000 each accident on a combined single limit
or
$250,000 Property Damage
$500,000 Bodily Injury per person per occurrence
b. Insurance policy will be endorsed to cover "Any Auto", defined as autos
owned, hired, and non -owned when said vehicle is used in the course of
the event Licensed herein.
iii. Accident Coverage
a. 1,000,000.00 each occurrence
b. 2,000,000.00 aggregate
C. $2,500.00 minimum dental benefits
d. $50,000.00 minimum death benefit to the estate of the deceased
e. $100,000.00 minimum hospitalization and medical bills benefits of an injured
Program Participant, with a maximum deductible of $250.00
f. $25,000.00 minimum benefits for the loss of one hand, one foot or sight of one eye
of an injured Program Participant
g. $12,500.00 minimum benefits for the loss of index finger and thumb of same hand
of an injured student
h. This policy will cover all Program Participants and provide comprehensive bodily
injury, dental, and death coverage and coverage while traveling in any automobile
used to transport Program Participants to and from the Program.
iv. Workers' Compensation Insurance
a. Part A: Statutory Limits
b. Part B: Employer's Liability
1. $100,000 each accident
2. $100,000 disease -each employee
3. $500,000 disease -policy limit
C. Licensee will not be required to carry the required workers' compensation
insurance if Licensee does not employ at least one full time employee.
2.2 Additional Requirements
Such insurance amounts will be revised upward at City's reasonable option and no more
frequently than once every six (6) months, and Licensee will revise such amounts within
thirty (30) calendar days following notice to Licensee of such requirements.
ii. Where applicable, insurance policies required herein will be endorsed to include City as an
additional insured as its interest may appear. Additional insured parties will include
employees, representatives, officers, agents, and volunteers of City.
iii. The Workers' Compensation Insurance policy will be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City. Such
insurance will cover employees performing work on any and all projects. Licensee will
Royal Fam Food Service Inc.
License Agreement Page 20 of 22
maintain coverages, if applicable.
iv. Any failure on part of City to request certificate(s) of insurance will not be construed as a
waiver of such requirement or as a waiver of the insurance requirements themselves.
V. Insurers of Licensee's insurance policies will be licensed to do business in the state of
Texas by the Department of Insurance or be otherwise eligible and authorized to do
business in the state of Texas. Insurers will be acceptable to City insofar as their financial
strength and solvency and each such company will have a current minimum A.M. Best Key
Rating Guide rating of A-: VII or other equivalent insurance industry standard rating
otherwise approved by City.
vi. Unless otherwise stated herein or approved by City, deductible limits on insurance policies
will not exceed $10,000 per occurrence.
vii. In the event there are any local, federal or other regulatory insurance or bonding
requirements for Licensee's operations, and such requirements exceed those specified
herein, the former will prevail.
viii. Licensee will contact the Park Director, as applicable, to determine whether any contractors
or subcontractors will need to provide insurance.
Royal Fam Food Service Inc.
License Agreement Page 21 of 22
EXHIBIT D
TEXAS HEALTH BRAND USE AGREEMENT
This brand use agreement requires the community -based organization to comply with all terms, conditions,
guidelines, and restrictions outlined in this agreement and includes any modifications that Texas Health
may, from time to time, make to them. Brand use refers to use of the Texas Health name, mark, logo,
graphic identity, tagline(s), images and positioning statements.
Brand Use Guidelines
Key items included within the scope of the Texas Health brand use include, but are not limited to:
• Site will send all advertising, collateral, advertorials, digital marketing and signage in advance for
approval to a Texas Health Brand Management designee, allowing five working days for review
and provide final digital copies for our records.
• Site will adhere to all brand standards, inclusive of graphic, advertising, digital, photography and
signage standards.
• Site will follow internal and external signage standards to present a consistent image across all
markets.
• Site will direct any logo creation requests to Brand Experience for assistance and logos using the
Texas Health mark are not be created by any other source. Logos are developed by Texas Health
Brand Management department and housed in a master database that the joint venture partner can
access.
• Texas Health prohibits ability for Site to co -brand or use brand/mark to endorse or promote third
party products and services without approval.
• Site will notify Brand Experience of any issue of a critical nature that might generate adverse
publicity and coordinate with a designee on the approach to managing the issue.
• Texas Health may, at any time, in its sole discretion and without liability, withdraw its approval of
any proposed or actual use of the Texas Health brand.
Royal Fam Food Service Inc.
License Agreement Page 22 of 22