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HomeMy WebLinkAboutContract 57078-A1CSC No. 57078-A1 SUPPORT ORGANIZATION AGREEMENT BETWEEN THE CITY OF FORT WORTH AND STREAMS & VALLEYS, INC. This SUPPORT ORGANIZATION AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized representative, and STREAMS & VALLEYS, INC. ("S&V"), a Texas nonprofit corporation. City and S&V are herein referred to individually as a ("Party") and collectively as the ("Parties"). WHEREAS, the City is the owner of a tract of land known as Forest Park located, at 1500-2000 Colonial Parkway, Fort Worth, Texas 76110, ("Premises") as further described in Exhibit A, attached hereto and incorporated herein by reference; WHEREAS, City and the Colonial Country Club ("CCC") have entered into a license agreement, the same being City Secretary Contract ("CSC") Number 57078, whereby the City has provided CCC the use of a certain portion of park land located just east of the eastern property line of Colonial Country Club, more commonly known as Forest Park, for a period of sixty consecutive days each calendar year for ten (10) annual license periods for the purpose of providing ancillary services and related activities during the annual Colonial PGA Tour Golf Tournament; WHEREAS, in exchange for the license to use this portion of park land, CCC has agreed to pay an annual license fee to the City; WHEREAS, on May 18, 2021, the Fort Worth City Council authorized M&C 21-0361, for S&V to use of a portion of the funds generated by CSC 57078 for the purpose of carrying out Park & Recreation Department purposes on dedicated parkland or land under the jurisdiction of the Tarrant Regional Water District; WHEREAS, each Party finds that the performance of this Agreement is in the common interest of the Parties and that the undertaking will benefit the public interest in providing a positive economic impact; and NOW, THEREFORE, in consideration of the covenants and agreements contained in this Contract, the Parties agree as follows: SECTION 1 PURPOSE OF AGREEMENT 1.1 The purpose of this Agreement is to formalize the relationship between and the duties of the City as the owner and manager of the Premises and S&V as the coordinating support organization for the Premises. SECTION 2 TERM 2.1 Term. Unless terminated earlier pursuant to Section 4, this Agreement shall run concurrent with CSC 57078, for a total of ten (10) years from April 1, 2023 through June 30, 2032 ("Primary Term"). OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Support Organization Agreement Streams & Valleys, Inc. Page 1 of 13 2.2 Renewal Term. Upon expiration of the Primary Term, the Parties may opt to continue this Agreement upon mutual written agreement for two (2) five-year terms ("Renewal Term"). Any renewal of this Agreement shall be contingent upon City's renewal of CSC 57078 with CCC. S&V must advise the City in writing of its intent to renew this Agreement at least 30 days, but no earlier than 90 days, prior to the termination date of the Primary Term, or each Extension, as applicable. SECTION 3 CONSIDERATION 3.1 S&V hereby agrees that all fees collected from CCC for the use of that portion of parkland known as Forest Park, shall be expended solely for the purpose of carrying out Park & Recreation Department ("PARD") purposes such as bicycle rentals or other related trail and river activities in support of individuals attending CCC events on dedicated parkland or land under the jurisdiction of Tarrant Regional Water District. Fees to be collected from CCC are as follows: a) Years 2023-2032 - CCC will pay an annual license fee of Thirty Thousand Nine Hundred Seventy -Five Dollars and No Cents ($30,975.00), of which Three Thousand and No Cents ($3,000.00) shall be paid directly to the City and the remaining amount of Twenty -Seven Thousand Nine Hundred Seventy -Five Dollars and No Cents ($27,975.00), shall be paid directly to S&V. For the second five-year period of the initial term, CCC shall pay a total annual license fee of Thirty -Two Thousand Five Hundred Twenty -Four Dollars and No Cents ($32,524.00), of which Three Thousand and No Cents ($3,000.00) shall be paid directly to the City and the remaining amount of Twenty -Nine Thousand Five Hundred Twenty -Four Dollars and No Cents ($29,524.00), shall be paid directly to S&V. b) Renewal Periods (Years 2032 and beyond) — Total annual license fee shall be subject to a five - percent increase upon each five-year period beyond June 30, 2032, as follows: i. 2033-2037: the amount of $3,500.00 to the City; the remaining amount of $30,650.00 shall be disbursed to S&V. ii. 2038-2042: the amount of $4,000.00 to the City; the remaining amount of $31,857.00 shall be disbursed to S&V. 3.2 All expenditures proposed by S&V involving the use of said fees paid by CCC under the license agreement with the City shall be submitted in writing to the PARD or that person designee or representative ("Director") and shall be approved in writing prior to the use of any portion of the funds for any reason. 3.3 All funds received by S&V shall be expended on a schedule as mutually agreed upon by the City and S&V. Any funds not expended during the calendar year in which they are received shall rollover for use in the next calendar year and be earmarked for the purpose of carrying out PARD purposes on dedicated park land or land under the jurisdiction of the Tarrant Regional Water District. SECTION 4 TERMINATION/DISSOLUTION 4.1 The City reserves the right to terminate this agreement immediately, should anyone or combination of the following occur: a) The license agreement between the City and CCC is terminated for any reason. Support Organization Agreement Streams & Valleys, Inc. Page 2 of 13 b) S&V fails to obtain approval from the Director of the Park & Recreation Department for the expenditures of any portion of the annual rental fees paid by CCC. c) S&V expends any portion of monies received from CCC for any purpose other than carrying out Park & Recreation Department purposes on dedicated park land or land under the jurisdiction of the Tarrant Regional Water District. 4.2 This Agreement may be terminated by either Party, with or without cause, by providing the other Party with written notice thirty (30) days prior to the intended termination date. On conclusion of this Agreement, either by termination or expiration, S&V must immediately transfer to the City all funds, materials, and proceeds donated to or acquired by S&V for the Premises. 4.3 In the event S&V dissolves or otherwise ceases to exist, all funds, materials, and proceeds donated to or acquired by S&V for the Premises must be transferred to the City. SECTION 5 CHARITABLE IMMUNITY AND LIABILITY ACT 5.1 S&V agrees that, if it is a charitable organization, corporation, entity, or individual enterprise having, claiming, or entitled to any immunity, exemption (statutory or otherwise), or limitation from and against suit or 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 S&V hereby waives its right to assert or plead defensively any such immunity from or limitation of suit or liability as against City. SECTION 6 INDEPENDENT CONTRACTOR 6.1 It is expressly understood and agreed that S&V operates as an independent entity in each and every respect hereunder and not as an agent, representative, or employee of the City. S&V has the exclusive control and the exclusive right to control all details and day—to-day operations and activities relative to fundraising for the Premises and will be solely responsible for the acts and omission of its officers, agent's servants, employees, contractors, subcontractors and licensees. S&V acknowledges that the doctrine of respondent superior does not apply as between the City and S&V, its officers, agents, servants, employees, contractors, subcontractors, and licenses. Nothing contained in this Agreement will be construed as the creation of a partnership or joint enterprise between the City and S&V. SECTION 7 COMPLIANCE WITH LAW, LICENSES, PERMITS AND TAXES; LIENS 7.1 S&V and City will comply with all federal, state and local laws, ordinances, rules and regulations as well as with all regulations, restrictions, and requirements of the City's police, fire, parks, code enforcement, and health departments applicable to the Premises now or hereafter in effect. 7.2 S&V will not engage in any unlawful use of the Premises or any other City property. S&V will not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, or licensees to engage in any unlawful use of the Premises. S&V must immediately contact the proper authorities to remove from the Premises any person engaging in such unlawful activities. Unlawful use of the Premises Support Organization Agreement Streams & Valleys, Inc. Page 3 of 13 by S&V itself constitutes a breach of this Agreement and may result in the Agreement's immediate termination. 7.3 With the exception of park rental fees, S&V must obtain and pay for all necessary permits and licenses required by or from any governmental agency or entity in connection with the use of the Premises or any other City property related to activities within the scope of this Agreement. S&V further agrees to pay for all taxes assessed or imposed by any governmental entity in connection with the use of the Premises or any other City property related to activities within the scope of the Agreement. 7.4 S&V will not do any act or make any contract that may be purported to create or be the foundation of any lien on or any interest in the Premises. Any such act, contract, or lien attempted to be created will be void. Should any purported lien on the Premises be created or filed, S&V, at its sole expense, must liquidate and discharge same within ten (10) days after notice from City to do so. SECTION 8 RIGHT OF ENTRY 8.1 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 operations of the same. Members of the City's police, fire, parks, code enforcement, health, and other designated departments retain the right, at any time, to enter any portion of the Premises (without causing or constituting a termination of the Agreement or an interference of the use of the Premises by S&V) for the purpose of inspecting and maintaining the same and performing any and all activities necessary for the proper conduct and operation of public property. At no time will the exercise of this right or performance of these functions authorize or empower City personnel to direct the activities of S&V or assume liability for S&V's activities. SECTION 9 MAINTENANCE; REPAIR 9.1 S&V covenants and agrees that it will not make or suffer any waste, unlawful, improper, or offensive use of the Premises or any part thereof and will comply with all federal, state, and local laws, including all ordinances and regulations of the City and other governmental agencies applicable to the Premises. 9.2 In the event any damage is done to the Premises or to any part of the fixtures, structures, or natural environment of the Premises by any act of S&V or of S&V's employees, agents, officers, volunteers, invitees, or licensees, S&V will pay the costs of repairing the Premises, fixtures, structures, or natural environment to the condition in which it existed immediately preceding the occurrence of damage. The City will determine whether any damage had been done, the amount of the damage, the reasonable costs of repairing the damage, and whether S&V is responsible under the terms of this Agreement. 9.3 If the City determines that damage is attributable to S&V pursuant to section 9.2, the City will provide S&V written notification of such damage. Within thirty (30) days of receipt of the City's written notice, S&V will repair or replace the damaged portion of the Premises, fixtures, structures, or natural environment to the reasonable satisfaction of the City. SECTION 10 RIGHT TO AUDIT 10.1 City will, until the expiration of three (3) years after expiration of this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the S&V Support Organization Agreement Streams & Valleys, Inc. Page 4 of 13 involving transactions relating to this Agreement. City will have access during normal working hours to all necessary S&V facilities and will be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City will give S&V reasonable advance notice of intended audits. 10.2 S&V will include in any subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City will, until the expiration of three (3) years after expiration or termination of the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions to the subcontract, and further that City will have access during normal working hours to all subcontractor facilities and will be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this paragraph. City will give subcontractor reasonable advance notice of intended audits. SECTION 11 INDEMNIFICATION 11.01 S&V AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, AND EMPLOYEES HAR1Mf.ESS FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY HIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) S&V'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY ACTS, ERRORS, OR OMISSION OR INTENTIONAL MISCONDUCT OF S&V, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), VOLUNTEERS, INVITEES, OR SUBCONTRACTORS, RELATED TO THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH DOES NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH S&V AND CITY, RESPONSIBILITY, IF ANY, WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN WILL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FUTHER PROVIDED BY IN THE LAWS OF TEXAS. 11.02 S&V covenants and agrees that the City will, in no way nor under any circumstances, be responsible for any property belonging to the S&V, its members, employees, agents, contractors, subcontractors, invitees, licensees, volunteers, or trespassers, that may be stolen, destroyed, or in any way damaged, and S&V hereby INDEMNIFIES AND HOLDS HARMLESS THE CITY FROM AND AGAINST ANY AND ALL SUCH CLAIMS. The City does not guarantee police protection and will not be liable for any loss or damage sustained by S&V, its members, employees, agents, contractors, subcontractors, invitees, volunteers, licensees, or trespassers on any of the premises. 11.03 This section survives the expiration or early termination of this Agreement. Support Organization Agreement Streams & Valleys, Inc. Page 5 of 13 SECTION 12 INSURANCE 12.1 The City will not require insurance under this Agreement unless the fulfillment of any obligations hereunder requires the use of the Premises for any event by S&V, including, but not limited to, capital projects, or other related events to enhance the Premises, or a contractor or riding equipment, which may include, without limitation, a riding lawnmower or bulldozer or a similar piece of riding equipment. If the fulfillment of any obligations requires the use of a contractor, then the contractor must have, at a minimum, insurance coverage as detailed below. Likewise, if S&V desires to hold an event or use riding equipment to fulfill any obligation under this Agreement, then S&V must have, at a minimum, insurance coverage as detailed below. Prior to holding any events on the Premises or commencing any work thereon, S&V or its contractor (as applicable) must deliver to City, certificates documenting this coverage. The City may elect to have S&V or its contractor submit its entire policy for inspection. All insurance must be maintained through the term that such activities take place on the Premises. a. Insurance Coverage and Limits: i. Commercial General Liability Insurance $1,000,000 each occurrence ii. $2,000,000 aggregate b. Automobile Liability Insurance: Coverage on vehicles involved in the work performed under this contract: $1,000,000 per accident on a combined single limit basis or: $500,000 bodily injury each person; $1,000,000 bodily injury each accident; and $250,000 property damage. ii. The named insured and employees of S&V or its contractor will be covered under this policy. The City of Fort Worth must be named an Additional Insured, as its interests may appear. Liability for damage occurring while loading, unloading and transporting materials collected under the Agreement will be included under this policy. C. Worker's Compensation: i. Coverage A: statutory limits ii. Coverage B: $100,000 each accident iii. $500,000 disease -policy limit iv. $100,000 disease -each employee d. Miscellaneous i. Applicable policies must be endorsed to name the City an Additional Insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers. ii. Certificate(s) of Insurance must document that insurance coverage specified herein are provided under applicable policies documented thereon. iii. Any failure on part of the City to request required insurance documentation does not constitute a waiver of the insurance requirements. Support Organization Agreement Streams & Valleys, Inc. Page 6 of 13 iv. A minimum of thirty (30) days' notice of cancellation or material change in coverage must be provided to the City. A ten (10) days' notice will be acceptable in the event of non-payment of premium. Such terms will be endorsed onto S&V's or its contractor's insurance policies. Notice must be sent as prescribed in Section 16 and to the Human Resources Department - Risk Management Division, City of Fort Worth, 200 Texas Street, Fort Worth, Texas, 76102. V. Insurers for all policies must be authorized to do business in the state of Texas or be otherwise approved by the City; and, such insurers will be acceptable to the City in terms of their financial strength and solvency. vi. Deductible limits, or self -insured retentions, affecting insurance required herein will be acceptable to the City in its sole discretion; and, in lieu of traditional insurance, any alternative coverage maintained through insurance pools or risk retention groups also must be approved. Dedicated financial resources or Letters of Credit may also be acceptable to the City. vii. Applicable policies will each be endorsed with a waiver of subrogation in favor of the City. viii. The City is entitled, upon request and without incurring expense, to review S&V's or its contractor's insurance policies including endorsements thereto and, at the City's discretion, S&V or its contractor may be required to provide proof of insurance premium payments. ix. The Commercial General Liability insurance policy will have no exclusions by endorsements unless the City approves such exclusions. X. The City will not be responsible for the direct payment of any insurance premiums required by the contract. xi. All insurance required above will be written on an occurrence basis in order to be approved by the City. xii. If S&V that does not have employees or automobiles, it will not be required to obtain Auto Liability or Worker's Compensation insurance. SECTION 13 NONDISCRIMINATION COVENANT 13.1 S&V, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of S&V's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY S&V, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, S&V AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. SECTION 14 FORCE MAJEURE 14.1 If either Party is unable, either in whole or part, to fulfill its obligations under this 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 of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or any equivalent alert system that may be Support Organization Agreement Streams & Valleys, Inc. Page 7 of 13 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 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. S&V hereby waives any and all claims it may have against the City for damages resulting from any such Force Majeure Event. SECTION 15 ASSIGNMENT 15.1 S&V will not assign this Agreement nor suffer any use of the Premises other than herein specified, without the written consent of City. If assigned per the written consent of City, S&V will ensure that any assignee complies with all terms, provisions, covenants, and conditions of the Agreement. Assignment of this Agreement does not relieve S&V from any of its obligations under this Agreement. SECTION 16 NOTICES 16.1 All notices required or permitted under this Agreement may be given to a Party personally or by mail, addressed to such Party at the address stated below or to such other address as on Party may from time to time notify the other in writing. Any notice so given will be deemed to have received when deposited in the United States mail so addressed with postage prepaid: City: City of Fort Worth Park and Recreation Director 4200 South Freeway, Suite 2200 Fort Worth, Texas 76115 With copies to: City of Fort Worth City Attorney 200 Texas Street Fort Worth, Texas 76102 and City of Fort Worth City Manager's Office 200 Texas Street Fort Worth, Texas 76102 S&V: Streams & Valleys, Inc. Attn: Stacey Pierce, Executive Director 2918 Wingate Street Fort Worth, Texas 76107 SECTION 17 SEVERABILITY, WAIVER AND SECTION HEADINGS 17.1 In the event any covenant, condition, or provision of this Agreement is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition, or provision will in no way affect any other covenant, condition, or provision herein contained; provided, however, that the invalidity of any such covenant, condition, or provision does not materially prejudice either S&V or City Support Organization Agreement Streams & Valleys, Inc. Page 8 of 13 in connection with the rights and obligations contained in the valid covenants, conditions, or provisions of this Agreement. 17.2 The failure of City to insist on the performance of any term or provision of this Agreement or to exercise any right herein conferred will not be construed as a waiver or relinquishment to any extent to City's ability to assert or rely on any such term or right on any future occasions. The waiver by the City of any default or breach of a term, covenant, or condition of this Agreement will not be deemed to be a waiver of any other breach of that term, covenant, or condition or of any other term, covenant, or condition of this Agreement, regardless of when the breach occurred. 17.3 The section headings contained herein are solely for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. SECTION 18 IMMIGRATION NATIONALITY ACT 18.1 S&V 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, S&V will provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. S&V will adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any S&V employee who is not legally eligible to perform such services. S&V WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY S&V, S&V'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to S&V, will have the right to immediately terminate this Agreement for violations of this provision by S&V. SECTION 19 PROHIBITION ON BOYCOTTING ISRAEL 19.1 If S&V has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. S&V 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, S&V certifies that S&V's signature provides written verification to the City that S&V: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. SECTION 20 PROHIBITION ON BOYCOTTING ENERGY COMPANIES 20.1 S&V 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, S&V certifies that S&V's signature provides Support Organization Agreement Streams & Valleys, Inc. Page 9 of 13 written verification to the City that S&V: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. SECTION 21 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES 21.1 S&V acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, 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 have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" 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. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, S&V certifies that S&V's signature provides written verification to the City that S&V: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. SECTION 22 ENTIRE UNDERSTANDING: MODIFICATION; CONSTRUCTION 22.1 This written instrument (including all attachments, schedules, and exhibits attached hereto) constitutes the entire understanding of the Parties concerning City's and S&V's roles and obligations in regard to this Agreement. Any prior or contemporaneous oral or written agreement that purports to vary from the terms hereto will be void. 22.2 Amendments to this Agreement or to any attachment, schedule, or exhibit attached hereto may be proposed by either Party and will take effect on written approval by both Parties. 22.3 This Agreement will be binding on and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and properly authorized assigns. 22.4 The Parties acknowledge that each Party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. SECTION 23 CHOICE OF LAW, VENUE 23.1 This Agreement will be governed by and construed in accordance with the laws of the State of Texas. 23.2 If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of the Agreement, venue for such action lies the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. Support Organization Agreement Streams & Valleys, Inc. Page 10 of 13 SECTION 24 CITY LOGO 24.1 Any use of the City's logo must receive prior approval by the City in writing. By virtue of this Agreement, S&V will only acquire the right to use the City's logo in accordance herewith. Neither S&V nor any other person or entity may acquire any rights of ownership in the City's logo, which all rights shall remain exclusively with the City. S&V agrees not to use or allow anyone else to use the City's logo in any manner that would reflect unfavorably on the good name, good will, reputation, or image of the City. A copy of the City's Logo Use Policy will be provided to S&V upon request. SECTION 25 ELECTRONIC SIGNATURES 25.1 This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. SECTION 26 ENTIRETY OF AGREEMENT 26.1 This Agreement contains the entire understanding and agreement between City and S&V, their assigns and successors in interest, 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 Agreement IN WITNESS WHEREOF, the City and S&V have executed this Agreement in multiples to be effective on the dates set forth in Section 2. City: By: Op�� Name: Jesica McEachern Title: Assistant City Manager Date: Oct 3, 2023 Support Organization Agreement Streams & Valleys, Inc. S&V: By: Stacey Pierce (Sep 22, 2023 08:48 CDT) Name: Stacey Pierce Title: Executive Director Date: Sep 22, 2023 Page 11 of 13 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all By: performance and reporting requirements. Name: Dave Lewis Title: Acting Director Park & Recreation Department By: Name: Clinton Wyatt By: Sandra You od(Sep22,202310:47CDT) Title: District Superintendent Name: Sandra Youngblood Park & Recreation Department Title: Assistant Director Park & Recreation Department 4d4UURn�� r0j F°Rr 00 City Secretary: P,,�,*o�o Approved as to Form and Legality: ago%A0 P0, * nE-oloo �% By: By: Name: Jannette S. Goodall Name: Nico Arias Title: City Secretary Title: Assistant City Attorney Contract Authorization: M&C: 21-0361; Form 1295: 2021-737871 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Support Organization Agreement Streams & Valleys, Inc. Page 12 of 13 EXHIBIT A PREMISES I Support Organization Agreement Streams & Valleys, Inc. Page 13 of 13 6/2/2021 M&C Review CITY COUNCIL AGENDA Official site of the City of Fort Worth, Texas FoRTWORM DATE: 5/18/2021 REFERENCE **M&C 21- LOG NAME: 8000LONIALCOUNTRYCLUB NO.: 0361 CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. (CD 9) Authorize the Execution of a License Agreement Between City of Fort Worth and Colonial Country Club to Lease a Portion of Forest Park for Sixty Consecutive Days Related to the Annual Golf Tournament for an Initial Term of Ten Years Effective July 1, 2022; With the Option to Renew for Two Successive Five -Year Terms; Authorize the Execution of an Agreement Between the City of Fort Worth and Streams & Valleys, Inc., for the Use of a Portion of the Funds Generated by the License Agreement, and Find that Streams & Valleys's use of a Portion of the Funds Generated by the License Agreement Serves a Public Purpose RECOMMENDATION: It is recommended that the City Council authorize: 1. The execution of a license agreement between City of Fort Worth and Colonial Country Club to lease a portion of Forest Park for a period of 60 days related to the annual golf tournament effective July 1, 2022 and expiring on June 30, 2032, with the option to renew for two successive five-year terms; 2. The execution of an agreement between the City of Fort Worth and Streams & Valleys, Inc. for the use of a portion of the funds generated by the Colonial Country Club license agreement as it relates to the annual golf tournament and with a public purpose of allowing earmarked funds to be used for Park & Recreation Department related purposes; 3. An annual license fee of $30,975.00 per year for the first five -years and $32,524.00 per year for the second five -years of the initial term; 4. A five percent increase to the annual license fee for each five-year renewal term; and 5. Find that Streams & Valleys's use of a portion of the funds generated by the license agreement achieves the public purpose of funding park and trail improvements that will improve and expand community access and use of the Trinity River and its trails, and find that adequate controls are in place to ensure that the public purpose is carried out. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to request authorization to enter into an agreement with Colonial Country Club (Colonial) for the use of a portion of Forest Park. On December 17, 2002, (M&C C-19397) the City Council authorized the City Manager to enter into an agreement (City Secretary Contract (CSC) No. 28453) with Colonial authorizing the use of a portion of Forest Park for the purpose of providing ancillary services and related activities for its annual golf tournament. Under the agreement, Colonial paid annual amounts of $25,000.00, of which $2,500.00 went to the City of Fort Worth (City) and $22,500.00 went to Streams & Valleys, Inc. (S&V). The City also executed a related agreement with S&V to control the use of the funds paid to S&V, earmarking those funds for park and trail improvements along the Trinity River. On April 9, 2013, the City and Colonial amended and restated the agreement to continue their relationship. The term of the agreement consisted of ten annual license periods of 45 consecutive days from May 1st to June 15th of each calendar year commencing in 2013, with options to renew on an annual basis by mutual written agreement. The Park & Recreation Department (PARD) and Colonial further agreed to increase the license payments in conjunction with the amendment and restatement. The annual payment for the period 2013-2017 was $27,675.00 and for the period 2018- 2022 annual payment was $29,500.00. Payment was then disbursed between the City and S&V as follows: apps. cfwnet.org/counci I_packet/mc_review.asp? I D=28911 &counci Idate=5/18/2021 1 /2 6/2/2021 M&C Review City of Fort Worth Streams & Valleys Inc. Fiscal Years 2013-2017 $2,500.00 $25,175.00 Fiscal Years 2018-2022 $2,500.00 $27,000.00 On February 6, 2014, the parties administratively amended the agreement to revise the dates under which the 45-day license period would commence to help provide Colonial with the necessary lead time required for event set-up (CSC No. 28453-A1A2). Additionally, Colonial requested that the license period be extended from 45 consecutive days to 60 consecutive days between April 1 st and June 30th of each calendar year for the remaining term of the agreement (commencing with the 2015 golf tournament). Colonial has requested a new license agreement between the City and Colonial effective July 1, 2022 and expiring on June 30, 2032, with the option to renew for two successive five-year terms. In line with the new license agreement, a new corresponding agreement between the City and S&V will be entered into. The license fee for the initial term shall be $30,975.00 per year for the first five -years and $32,524.00 per year for the second five -years and a five percent increase to the annual license fee for each five-year renewal term. Payment shall be disbursed between the City and S&V as follows: City of Fort Worth Streams & Valleys Inc. Fiscal Years 2023-2027 $3,000.00 $27,975.00 Fiscal Years 2028-2032 $3,000.00 $29,524.00 Fiscal Years 2033-2037 $3,500.00 $30,650 Fiscal Years 2038-2042 $4,000.00 $31,857 S&V's portion of the funds will be earmarked for park and trail improvements that will improve and expand community access and use of the Trinity River and its trails. The City's contract with S&V will ensure that the public purpose will be carried out. This facility is located in COUNCIL DISTRICT 9. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and execution of the agreements, funds will be deposited into the General Capital Projects Fund. The Park & Recreation Department (and Financial Management Services) is responsible for the collection and deposit of funds due to the City. TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project ID ID Submitted for City Manaqer's Office by_ Originating Department Head: Additional Information Contact: ATTACHMENTS Program Activity Budget Reference # Amount Year I (Chartfield 2) Valerie Washington (6192) Richard Zavala (5704) Sandra Youngblood (5755) apps.cfwnet.org/council_packet/mc_review.asp?ID=28911 &counciIdate=5/18/2021 2/2