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HomeMy WebLinkAboutContract 61168DocuSign Envelope ID: 1CC8E8A8-E3F1-4724-BA38-77COFCB4AE95 CSC No. 61168 TEMPORARY LICENSE AGREEMENT FOR PARKING AT FORT WORTH PUBLC LIBRARY LOCATIONS This Temporary License Agreement ("Agreement") is entered into by and between the CITY OF FORT WORTH ("City"), a home -rule municipality existing in the State of Texas, acting by and through its duly authorized Assistant City Manager, and UT SOUTHWESTERN MONCRIEF CANCER CENTER ("Licensee"), a nonprofit, community -based cancer prevention and support center acting by and through its duly authorized representative. City and Licensee are referred to herein individually as a "party" and collectively as the "parties." WHEREAS, City owns the building and parking lot located at 6301 Bridge St, Fort Worth, TX 76112 and operates it as a library open to the public ("East Regional Library"); WHEREAS, Licensee provides no cost screening services to citizens and wishes to provide free cancer screenings in the parking areas surrounding East Regional Library ("Licensed Premises"); WHEREAS, in order to conduct the Event, Licensee desires to use the parking lot of the East Regional Library to park its mobile screening bus; and WHEREAS, City recognizes that this can provide life-saving screenings and information to its citizens that helps promote medical awareness. NOW, THEREFORE, in consideration of the covenants and agreement contained herein, City and Licensee agree as follows: 1. License Granted. City hereby grants to the Licensee a non-exclusive license to use the East Regional Library parking lot for mobile cancer screening on May 31, 2024, from 8:30 am — 4:00pm ("Event") 2. Consideration. City accepts Licensee's provision of free screenings for any citizens of Fort Worth who request such a screening at Licensee's sole expense as good and valuable consideration for performance of its duties and obligations hereunder. Licensee accepts the non-exclusive use of the Licensed Premises free of charge as good and valuable consideration for performance of its duties and obligations hereunder. OFFICIAL RECORD Temporary License Agreement CITY SECRETARY Page 1 of 10 UT Southwestern Moncrief Cancer Center FT. WORTH, TX DocuSign Envelope ID: 1CC8E8A8-E3F1-4724-BA38-77COFCB4AE95 3. Term. Agreement shall be effective upon execution by City's Assistant City Manager and continue until September 30, 2024 ("Term"). 4. Use of the Licensed Premises. Licensee may use the Licensed Premises for parking for Event, but for no other purpose. Licensee shall not charge a fee for any services provided during Event. 5. Termination. City may terminate this Agreement immediately upon a breach of this Agreement by Licensee. 6. Use Not Exclusive. Agreement and all rights granted to Licensee herein are strictly non-exclusive. Licensee understands that the Licensed Premises are used by the citizens of Fort Worth. Licensee has informed the City that the majority of the Event will be conducted between 8:30 a.m. and 4:00 p.m. In the event of any dispute as to the priority of use of the Licensed 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 and other permit holders, 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. 7. LIABILITY. LICENSEE COVENANTS AND AGREES TO RELEASE CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE, PERSONAL INJURY, INTENTIONAL OR NEGLIGENT TORT CLAIMS, OR ANY OTHER TYPE OF LOSS OR ADVERSE CONSEQUENCE RELATED IN ANY WAY TO THE EXISTENCE OF THIS AGREEMENT OR THE USE AND OCCUPANCY OF THE LICENSED PREMISES. FURTHERMORE, CITY SHALL NOT BE LIABLE TO LICENSEE FOR ANY DAMAGE OR THEFT OF LICENSEE'S VEHICLES, EQUIPMENT, FACILITIES, OR OTHER CONTENTS OR FOR ANY DAMAGE OR THEFT OF VEHICLES, EQUIPMENT, FACILITIES, OR PERSONAL BELONGINGS OF PATRONS OF THE EVENT WHO PARK IN THE LICENSED PREMISES. 8. Restoration of the Licensed Premises. Licensee further agrees that, if during the course of the exercise of its rights under this Agreement, Licensee damages the Licensed Premises, as determined in the Director's sole and absolute discretion, Licensee shall repair or restore the same to a condition satisfactory to the Director within thirty (30) days after the conclusion of the Event. If Licensee fails to complete all repairs and restoration, City may, in its discretion, perform all such repairs and Temporary License Agreement Page 2 of 10 UT Southwestern Moncrief Cancer Center DocuSign Envelope ID: 1CC8E8A8-E3F1-4724-BA38-77COFCB4AE95 restoration on behalf of the Licensee. In this event, Licensee will reimburse the City for the costs of such repairs and restoration, and such reimbursement will be due immediately upon written request of the City. 9. INDEMNIFICATION. LICENSEE AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY, AND ITS OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, 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) LICENSEE'S USE OF THE LICENSED PREMISES (ii) LICENSEE'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, OR (iii) ANY ACT OR OMISSION OF LICENSEE OR ITS OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, CONTRACTORS, AND SUBCONTRACTORS, RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT. 10. Compliance with Laws. Licensee shall, at its own cost and expense, comply with all applicable laws, including, but not limited to, existing zoning ordinances, governmental rules and regulations enacted or promulgated by any governmental authority and shall promptly execute and fulfill all orders and requirements imposed by such governmental entities for the correction, prevention and abatement of nuisances in or upon or connected with said premises because of Licensee's use thereof. 11. Insurance. Licensee shall ensure that a policy or policies of insurance are procured and maintained at all times, in full force and effect, to provide coverage of the types and amounts specified herein, naming the City as an additional insured as set forth herein, and covering all public risks related to the use, occupancy, condition, maintenance, existence, or location of the Licensed Premises. The insurance required hereunder may be met by a combination of self-insurance and primary and excess policies. a. GENERAL INSURANCE REQUIREMENTS i. Certificates of insurance evidencing that Insured has obtained all required insurance shall be attached to Agreement concurrent with its execution. Any failure to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. Temporary License Agreement Page 3 of 10 UT Southwestern Moncrief Cancer Center DocuSign Envelope ID: 1CC8E8A8-E3F1-4724-BA38-77COFCB4AE95 ii. Applicable policies shall be endorsed to name City as an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term City shall include its employees, officers, officials, and agents as respects the contracted services. Applicable policies shall each be endorsed with a waiver of subrogation in favor of City with respect to the Event. iii. Certificate(s) of insurance shall document that insurance coverage limits specified in this Agreement are provided under applicable policies documented thereon. Insured's insurance policy(s) shall be endorsed to provide that said insurance is primary protection and any self -funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. Insured's liability shall not be limited to the specified amounts of insurance required herein. iv. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. City must approve in writing any alternative coverage for it to be accepted. v. A minimum of thirty (30) days' notice of cancellation or material change in coverage shall be provided to City. A ten (10) days' notice shall be acceptable in the event of non-payment of premium. vi. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A:VII or equivalent measure of financial strength and solvency. vii. Any deductible or self -insured retention in excess of $25,000 that would change or alter the requirements herein is subject to approval in writing by City, if coverage is not provided on a first -dollar basis. City, at its sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to City. viii. In the course of the Agreement, Insured shall report, in a timely manner, to City's Contract Compliance Manager any known loss or occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. ix. City shall be entitled, upon its request and without incurring expense, to review Insured's insurance policies including endorsements thereto and, at City's discretion, Insured may be required to provide proof of insurance premium payments. x. Lines of coverage, other than Professional Liability, underwritten on a claims - made basis, shall contain a retroactive date coincident with or prior to the date of this Agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims -made. xi. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the Event until final payment and termination of any coverage required to be maintained after final payments. Temporary License Agreement Page 4 of 10 UT Southwestern Moncrief Cancer Center DocuSign Envelope ID: 1CC8E8A8-E3F1-4724-BA38-77COFCB4AE95 xii. City shall not be responsible for the direct payment of any insurance premiums required by Agreement. xiii. Subcontractors of Insured shall be required by Insured to maintain the same or reasonably equivalent insurance coverage as required for Insured. Upon City's request, Insured shall provide City with documentation thereof. 12. Notice. All notices required or permitted under this Agreement shall be conclusively determined to have been delivered when (i) hand -delivered to the other party, its agent, employee, servant, or representative, or (ii) received by the other party or its authorized agent, employee, servant, or representative by reliable overnight courier or United States Mail, postage prepaid, return receipt requested, at the address stated below or to such other address as one party may from time to time notify the other in writing. To CITY: City of Fort Worth Library Director 100 Fort Worth Trail Fort Worth, Texas 76102 With copies to: Department of Law City of Fort Worth Attn: City Attorney 200 Texas Street Fort Worth, Texas 76102 To LICENSEE: UT Southwestern Moncrief Cancer Center Community Outreach Coordinator 400 W Magnolia Avenue Fort Worth, Texas 76104 Licensee and City agree to notify the other party of any change in address. 13. Public Safetv. Licensee shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Licensee's use of the Licensed Premises. 14. Hazardous Materials. Under no circumstances will the Licensee use or cause to be used on the Licensed Premises any hazardous or toxic substances or materials, or intentionally or knowingly store or dispose of any such substances or materials on the Licensed Premises. 15. Abandoned Pronertv. Licensee's property not promptly removed from the Licensed Premises at the termination of this Agreement shall be presumed to have been abandoned by Licensee to City. 16. Force Maieure. 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 Temporary License Agreement Page 5 of 10 UT Southwestern Moncrief Cancer Center DocuSign Envelope ID: 1CC8E8A8-E3F1-4724-BA38-77COFCB4AE95 enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or any equivalent alert system that may be instituted by any agency 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. 17. Choice of LawNenue. This Agreement shall be governed by and 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 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. 18. Binding Effect. The terms and provisions of this Agreement shall inure to the benefit of and be binding upon City and Licensee and their respective successors and assigns and shall be covenants running with the land. 19. Entire Agreement. This Agreement contains all of the agreements between the parties respecting the subject matter hereof, and no prior representations or statements, verbal or written, have been made modifying, adding to, or changing the terms of this instrument. 20. No Waiver of Immunitv. Nothing herein shall be deemed to limit or waive the sovereign or governmental immunity of the City. 21. Assignment. This Agreement, in whole or in part, is not assignable by either party, without the express written consent of the other party. Any attempt to assign this Agreement without the required consent is void and without force and effect. Temporary License Agreement Page 6 of 10 UT Southwestern Moncrief Cancer Center DocuSign Envelope ID: 1CC8E8A8-E3F1-4724-BA38-77COFCB4AE95 22. Modification. No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the parties hereto. 23. Severability. Should any portion, word, clause, phrase, sentence or paragraph of this Agreement be declared void or unenforceable, such portion shall be modified or deleted in such a manner as to make this Agreement, as modified, legal and enforceable to the fullest extent permitted under applicable law. 24. Contract Construction. 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. 25. Audit. To the extent any funds are exchanged between the Parties pursuant to this Agreement, the City shall have the right to audit the pertinent books and records of Licensee related to the expenditure of City funds pursuant to this Agreement during the term of the Agreement and for three years thereafter. The Parties agree that no funds are being exchanged between the Parties in connection with this Agreement. 26. Documents. The contract documents include this Temporary License Agreement and the attached Tarrant County Mobile Service Agreement. Notwithstanding any language to the contrary in the attached Tarrant County Mobile Service Agreement ("Attachment A"), this Temporary License Agreement shall control over the attached Tarrant County Mobile Service Agreement. 27. Signatures. This 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. The person signing this Agreement hereby warrants that she has the legal authority to execute this Agreement on behalf of his or her respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the person or entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. Should that person or entity not be authorized, the terms and conditions of this Agreement shall be binding as against the signatore and she shall be subject to the terms and conditions of this Agreement. Temporary License Agreement Page 7 of 10 UT Southwestern Moncrief Cancer Center DocuSign Envelope ID: 1CC8E8A8-E3F1-4724-BA38-77COFCB4AE95 [SIGNATURE PAGE FOLLOWS] [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Temporary License Agreement Page 8 of 10 UT Southwestern Moncrief Cancer Center DocuSign Envelope ID: 1CC8E8A8-E3F1-4724-BA38-77COFCB4AE95 IN WITNESS W REOF, the parties hereto have executed this Agreement in multiples. CITY: UT SOUTHW STERN MONCRIEF CANCER CENTER: By: DocuSigned by: d-&A,i, L"1,0 Jesica L. McEachern By: Assistant City Manager Lori Drew M a r 22, 2024 Director of External Relations Date: 3/21/2024 Date: For City of Fort Worth internal processes: APPROVAL RECOMMENDED: �_ By: Mid., Clark (Mar 21, 202415:53 CDT) Midori Clark Library Director APPROVED AS TO FORM AND LEGALITY: By: Andrea Phillips Assistant City Attorney CONTRACT AUTHORIZATION: M&C: FORM 1295: 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: 6�- �/� Paul Orr Interim Administrative Services Manager ATTEST: By: l/J� Jannette Goodall City Secretary p o�ovogq� FORT�aaA �o PV8 op PP* oe*p �aa�p nEXAgop OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Temporary License Agreement Page 9 of 10 UT Southwestern Moncrief Cancer Center DocuSign Envelope ID: 1CC8E8A8-E3F1-4724-BA38-77COFCB4AE95 ATTACH NT A TARRANT COUNTY MOBILE SERVICE AGREEMENT FOLLOWS ON SUBSEQUENT PAGES [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Temporary License Agreement Page 10 of 10 UT Southwestern Moncrief Cancer Center DocuSign Envelope ID: 1CC8E8A8-E3F1-4724-BA38-77COFCB4AE95 MONCRIEF CANCER Mobile A ❑ INSTITUTE Mobile B UTSouthwestern Fv TARRANT COUNTY MOBILE SERVICE AGREEMENT Client Contact: Ayesha Hawkins Company Name: Fort Worth Public Library- East Regional Address: 6301 Bridge St City, State, & Zip: Fort Worth, TX 76112 Phone: 817-392-5550 Email: ayesha.hawkins@fortworthtexas.gov Screening Date(s): 05/31/24 Screening Hours: 8:30am-4:00pm Moncrief Cancer Institute Contact: Sandra Perez Phone: 817-288-9907 Fax: 817-924-1182 Services to be Provided: ❑✓ Screening Mammograms ❑ Clinical Breast Exam ❑ Cervical Screening (Pap Test) ❑ Prostate Screening (PSA blood test) Audience: Community If less than 12 participants are pre -registered two (2) business days prior to the event, it will be subject to reduced screening hours or cancellation. As a courtesy, the Mobile Screening Clinic call cen- ter staff will notify client if there are not 12 appointments scheduled two (2) business days in advance of event date. Participants must call 817.288.9970 to schedule their individual appointments. The client will present to Moncrief Cancer Institute I UT Southwestern, the provider, for its approval and prior to printing, distribution, publication, display, or use, any and all promotional materials, including but not limited to publications, articles, pictures, press releases, and scripts of all statements, oral or written, to be made by client, its agents or spokespersons, which use or refer to Moncrief Cancer Institute I UT Southwestern. Such materials or statements must be presented for approval by Moncrief Cancer Institute I UT Southwestern at least 10 days in advance of the planned publication/use date. Page 1 of 2 rev. 10.11.23 DocuSign Envelope ID: 1CC8E8A8-E3F1-4724-BA38-77COFCB4AE95 Parking considerations for the Mobile Screening Clinic are essential to a successful screening event. The client is responsible for providing an area for the Mobile Screening Clinic that meets the following requirements: • Paved, accessible parking surface reserved for the mobile unit (minimum 12 parking spaces) • Reserved area to include space for a 10-foot security perimeter around the mobile • Reserved area to be accessible by 6 a.m. on the event date The Mobile Screening Clinic driver is responsible for a site visit prior to the execution of this contract and has sole discretion on determining if a location can accommodate the Mobile Screening Clinic. Client is responsible for notifying Moncrief Cancer Institute I UT Southwestern should there be a site location change that affects the Mobile Screening Clinic's parking location as specified on the scouting request form under parking requirements. This notification is required 30 days prior to the screening date. A follow-up site visit will be scheduled to ensure the new location can accommodate the Mobile Screening Clinic. The client is responsible for adhering to these requirements or be subject to forfeiture of the Mobile Screening Clinic for service on the event date. Moncrief Cancer Institute I UT Southwestern reserves the right to cancel an event due to low participation, inclement weather, or technical difficulties. Should Moncrief Cancer Institute I UT Southwestern cancel the event, the contact person for the event will be notified and an alternate date will be arranged. The Mobile Screening Clinic's call center staff will notify all scheduled participants in the event of a cancellation. Client hereby O does Q does not request to be listed as an additional insured on the UT Southwestern insurance policy. Mar 22, 2024 Jesica McEachern Assistant City Manager iptrWGigrWure Date Name (Print) Title d� 3/21/2024 Lori Drew Director External Relations Moncrief Cancer Institute Date Name (Print) Title UT Southwestern PARTICIPANTS MUST CALL 817.288.9970 TO SCHEDULE THEIR APPOINTMENTS. Page 2 of 2 rev. 10.11.23