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HomeMy WebLinkAboutContract 62007CSC No. 62007 LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND PROJECT ALTRUISM This LICENSE AGREEMENT ("License Agreement" or "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 PROJECT ALTRUISM ("Licensee"), a Texas non-profit corporation, acting by and through its duly authorized representative. The 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 free Food Service Program ("Program") designed to serve free meals to 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 by 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 needy children, and that adequate controls are in place to ensure that the public purpose is carried out; and 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 that the division of costs fairly compensates the performing Party for the services or function under this Agreement; NOW, THEREFORE, in consideration of the covenants and agreements contained in this License Agreement, City and Licensee hereby agree as follows: SECTION 1 LICENSED PREMISES 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 "Licensee") the right to enter various Community Centers ("Premises"), as more specifically described in Exhibit A, which is attached hereto and incorporated herein by reference, for the purposes of providing the Program. 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 OFFICIAL RECORD License Agreement with Project Altruism CITY SECRETARY Page 1 of 20 FT. WORTH, TX condition of the Premises. Licensee's taking possession of the Premises shall be conclusive evidence of its receipt of the Premises in a safe, sanitary, and good condition and repair. LICENSEE AGREES THAT IT IS TAKING THE PREMISES IN ITS CURRENT "AS IS" CONDITION WITH NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE WHATSOEVER BY CITY. 1.3 Any modifications to the Premises must be approved by the City and set forth in a written amendment to this License Agreement. SECTION 2 USE OF THE PREMISES 2.1 Licensee may use the Premises for the purpose of providing a free Food Service Program and for no other purpose. 2.2 Licensee shall have the right 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 party 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 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 for the Program. 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, City employees, 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 any other lawful authority with jurisdiction of the Premises. License Agreement with Project Altruism Page 2 of 20 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 make reasonable efforts to not allow a use that will unreasonably interfere with the Licensee's use of the Premises as provided herein. This License Agreement does not establish any priority for the use of the Premises by the Licensee or by any present or future licensees. In the event of any dispute as to the priority of use of the Premises, the first priority shall be to the public generally, the second priority to the City in the performance of its various functions, and 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 ("Initial Term"), beginning the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement. 3.2 The City and Licensee may agree, in writing, to renew this Agreement for up to three (3) additional two-year periods (each a "Renewal Term"). 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 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. Additionally, City agrees that the Licensee's services 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. 4.2 Under no circumstances will Licensee be entitled to any compensation from City under this Agreement for any reason. 4.3 Under no circumstances will Licensee charge Program Participants a fee for the provision of meals under the Program. License Agreement with Project Altruism Page 3 of 20 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 Abide by the insurance requirements set forth in Exhibit C, which is attached hereto and incorporated herein for all purposes. 5.1.2 Have a procedure in place to prevent food waste, i.e., shared table 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 in the provision thereof. 5.2.2 Abide by the following operation requirements: a. Keep appropriate records which accurately reflect distribution of food to each participant b. Submit Program rosters which will include age of each child. c. Report Weekly to Licensee 5.2.3 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. 5.2.4 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. 5.2.5 Distribution sites shall be open publicly to all eligible recipients within their service area; SECTION 6 LIENS 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, or by reason of any labor or materials furnished or claimed to License Agreement with Project Altruism Page 4 of 20 have been furnished by, through, or under Licensee, or 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, giving City the right to 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 as good or better condition as they existed at the beginning of each scheduled time set forth in Exhibit B. 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 Park and Recreation Director or that person's designee ("Director"). 7.3 Subject to ordinary wear and tear, and to the extent allowed by law, Licensee will pay the costs of repairing any damage that may be done to the Premises or any of the fixtures, furniture, or furnishings by any act of Licensee or any of Licensee's officers, representatives, servants, employees, agents, invitees, program participants, or anyone visiting the Premises upon the invitation of the Licensee. The City shall determine, in its reasonable discretion, whether any damage has occurred, the amount of the damage, the reasonable costs of repairing the damage, and whether, under the terms of the License Agreement, the Licensee is responsible. The quality of the maintenance of the Premises, furnishings, fixtures, or furniture by the Licensee shall be subject to the City's reasonable discretion. 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 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; License Agreement with Project Altruism Page 5 of 20 earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or emergency by the federal, state, county, or City government in accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or any equivalent alert system that may be instituted by any agency of the United States; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such Force Majeure Event. If a Force Majeure Event occurs, the City may, in its sole discretion, close or postpone the opening of its community centers, parks, or other City -owned and operated properties and facilities in the interest of public safety and operate them as the City sees fit. Licensee hereby waives any claims it may have against the City for damages resulting from any such Force Majeure Event. SECTION 9 LIABILITY AND INDEMNIFICATION 9.1 LICENSEE SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY OF ANY 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 (COLLECTIVELY, "INDEMNITEES") FOR, FROM, AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, ATTORNEYS' FEES, AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND, OR DESCRIPTION ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO THE USE OR OCCUPANCY OF THE PREMISES BY LICENSEE OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, PATRONS, GUESTS, SUBLICENSEES, PROGRAM PARTICIPANTS, OR INVITEES; License Agreement with Project Altruism Page 6 of 20 (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, INVITEES, OR 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 9, 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 reasonable times, for any statements and case preparation necessary for the defense of any claims or litigation for which City may be implicated hereunder. Licensee shall place language in its contracts with subcontractors that subcontractors shall notify City as required by Licensee in this subsection. 9.6 Licensee shall require all of its subcontractors to include in their subcontract's 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 or any audit commenced within said three years, have access to and the right to examine any directly pertinent books, documents, papers, and records of Licensee involving transactions relating to this License Agreement. Licensee agrees that the City shall have access during normal working hours to all necessary Licensee facilities and shall be provided adequate and appropriate workspace in order to conduct audits License Agreement with Project Altruism Page 7 of 20 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 subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after the expiration or termination of the subcontract or any audit commenced within said three years, have access to and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor involving transactions relating to this License Agreement, and further that City shall have access during normal working hours to all 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 subcontractor reasonable advance notice of intended audits. SECTION 11 COMPLIANCE WITH LAWS, ORDINANCES, RULES, AND REGULATIONS 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, program participants, 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, program participants, 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 sent to the other party. 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 License Agreement with Project Altruism Page 8 of 20 at any time during the term of the License Agreement, the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this License Agreement, the City may terminate the portion of the License Agreement regarding such obligations to be effective on the earlier 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 of 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 by law or in equity, 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 or equity, whether or not stated in this License Agreement. No such termination shall relieve Licensee from any obligation it may have to City hereunder, and City may pursue any and all rights and remedies or relief provided by law or equity, whether or not stated in this License Agreement. License Agreement with Project Altruism Page 9 of 20 SECTION 13 RIGHT OF ENTRY AND INSPECTION 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. 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 purpose. During any inspection, City may perform any obligations that City is authorized or required to perform under the terms of this License Agreement or pursuant to its governmental duties under federal, state, or local laws, rules, or regulations. No advance notice from City is required. SECTION 14 LICENSES AND PERMITS Licensee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for its operations. SECTION 15 NOTICES All written notices permitted or required by this Agreement shall be sent by certified mail, postage prepared, or by hand delivery, to the following address, or such other address as either Party designates in writing: CITY: LICENSEE: City of Fort Worth Project Altruism Park & Recreation Department Attn: William Young 100 Fort Worth Trail 7603 Flagstone St. Fort Worth, Texas 76102 Fort Worth, Texas 76118 With copies to: City of Fort Worth Attn: City Attorney and City Manager 100 Fort Worth Trail Fort Worth, Texas 76102 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 criteria prohibited by law, 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. License Agreement with Project Altruism Page 10 of 20 16.2 In the event of Licensee noncompliance with the nondiscrimination clauses of this License Agreement, said noncompliance not being cured within ninety (90) calendar days of notice of noncompliance, this License Agreement may be canceled, terminated, or suspended in whole or in part, and Licensee may be debarred from further agreements with City. SECTION 17 VENUE AND CHOICE OF LAW 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 assigns or successors, 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 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 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 shall 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 License Agreement with Project Altruism Page 11 of 20 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, or volunteers of Licensee. Neither Licensee nor any officers, agents, servants, employees, or subcontractors of Licensee shall be entitled to any employment benefits from the City. Licensee shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself and any of employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. SECTION 21 AMENDMENTS, CAPTIONS, AND INTERPRETATION 21.1 Except as otherwise provided in this License Agreement, the terms and provisions of this License Agreement may not be modified or amended except upon the written consent of both the City and Licensee. 21.2 Captions and headings used in this License Agreement are for reference purposes only and shall not be deemed a part of this License Agreement. 21.3 In the event of any dispute over the meaning or application of any provision of this License Agreement, this License Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this License Agreement. SECTION 22 GOVERNMENTAL POWERS AND IMMUNITIES It is understood that by execution of this License Agreement the City does not waive or surrender any of its governmental powers or immunities. SECTION 23 AUTHORIZATION, 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, email, or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. License Agreement with Project Altruism Page 12 of 20 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 valid covenant, condition, or provision 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. 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 they may be or have been 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 This License Agreement, including any exhibits attached hereto and any documents incorporated herein, contains the entire understanding and agreement between the City and Licensee, including 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 AND NATIONALITY ACT Licensee must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Licensee must provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Licensee must adhere to all federal and state laws and 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 LICENSEE OR LICENSEE'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR SUBLICENSEES. City, upon written License Agreement with Project Altruism Page 13 of 20 notice to Licensee, will have the right to immediately terminate this Agreement for violations of this provision by Licensee. SECTION 28 BOYCOTTING ISRAEL PROHIBITED 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" have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. To the extent that Chapter 2271 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 Israel; and (2) will not boycott Israel during the term of the Agreement. SECTION 29 PROHIBITION ON BOYCOTTING ENERGY COMPANIES 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 2276 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 energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meanings ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 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. SECTION 30 PROBIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges in accordance with Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services 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 in Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides License Agreement with Project Altruism Page 14 of 20 written verification to the City that Vendor: (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. (Signatures on following page) License Agreement with Project Altruism Page 15 of 20 IN WITNESS WH REOF, the Parties hereto have executed this Agreement in multiples. City: B Y• Name: Jesica McEachern Title: Assistant City Manager Date: Sep 18, 2024 Licensee: By: William 13, 202411:20 CDT) Name: William Young Title: CEO Email: williameyoung22@gmail.com Phone: 817-800-6545 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: 40?Name: Dave Lewis Title: Deputy Director Park & Recreation Department By: Name: Kelli Pickard Title: Assistant Director Park & Recreation Department Approved as to Form and Legality: By: Trey (Sep 13, 202410:42 EDT) Name: Trey Qualls Title: Assistant City Attorney Contract Authorization: M&C: N/A Form 1295: N/A 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 oovoanq ........ a°o City Secretary: a°° oaa� a�osap ��� By: Name: Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX License Agreement with Project Altruism Page 16 of 20 EXHIBIT A PREMISES FORT WORTH COMMUNITY CENTER NAME CENTER ADDRESS (Chisholm Trail (CT) 4936 McPherson Blvd. (76123) (Diamond Hill (DH) 1701 NE 37th St. (76106) (Eugene McCray (EM) 4932 Wilbarger St. (76119) (Fire Station (FS) 1601 Lipscomb St. (76104) [Greenbrier (GB) 5200 Hemphill St. (76115) (Handley Meadowbrook (HMB) 6201 Beaty St. (76112) (Highland Hills (HH) 1600 Glasgow Rd. (76134) IAtatiana Carr -Jefferson Community Center at Hillside (ACJCC@HS) 1201 E. Maddox Ave. (76104) (Northwest Community Center (NW) 8375 Blue Mound Rd (76131) IR. D. Evans (RDE) 3242 Lackland Rd. (76116) IRiverside (RS) 3700 E. Belknap St. (76111) (Southwest (SW) 6300 Welch Ave. (76133) (Sycamore (SY) 2525 E. Rosedale St. (76105) IThomas Place (TP) 4237 Lafayette Ave. (76107) (Victory Forest (VF) 3427 Hemphill St. (76110) (Andrew `Doc' Session (ADS) 201 S. Sylvania Ave. (76111) IComo (CCC) 4900 Horne St. (76107) IMartin Luther King (MLK) 5565 Truman Dr. (76112) [North Tri-Ethnic (NT) 2950 Roosevelt Ave. (76106) [Northside (NS) 1801 Harrington Ave. (76106) [Southside (SS) 959 E. Rosedale St. (76104) (Worth Heights (WH) 3551 New York Ave. (76110) License Agreement with Project Altruism Page 17 of 20 Location Chisholm Trail Comm Center Como Comm Center Di a mond Hi I I Comm Center Andrew Doc Session Comm Center Eugene McCray Comm Center Fire Station Comm Center Greenbriar Comm Center Handley Meadowbrook Comm Center Highland Hills Comm Center EXHIBIT B PROGRAM SCHEDULE At -Risk At -Risk Number of Children (must Supper Supper be accurate) Start Time End Time 4PM 5pm 25 ASP starts September 4pm 5pm 3rd 120 4:00 PM 5:00 PM 45 3:00 PM 4:00 PM 30 4:00 PM 5:00 PM 20 3:30 PM 5:00 PM 100 3:45 PM 4:45 PM 45 3:45pm 4:45pm 30 4:00pm 5:00pm 10 Atatiana Carr -Jefferson at Hillside Comm Center 3:45 PM 4:45 PM 30 Martin Luther King Jr Comm Center 4:00 PM 5:00 PM 30 North Tri-Ethnic Comm Center 3:45 PM 5:00 PM 52 Northside Comm Center 3:45 PM 5:00 PM 30 60 (won't open until Northwest Comm Center 3:00 PM 4:30PM December 24') R D Evans Comm Center 3:30 PM 4:30 PM 40 Riverside Comm Center 3:30 PM 4:30 PM 25 Southside Comm Center I� I 3:30 PM IIII 4:30 PM 25 Southwest Comm Center 3:30 PM 4:30pm 40 September 17 Sycamore Athletic Center 5:00pm 6:00p 15Jimmie See Thomas Place Comm Center 3:30 PM 4:30 PM 70 Victory Forest Comm Center 4:00 PM 5:00 PM 50 Worth Heights Comm Center 4:00 PM 5:00 PM 50 Who is your site Point of Contact? James Garrettt Clara Kirby/Destiney Echols Raul Meza/Rachel Martinez Darren McGrier/Linda Beltram Krysta Diaz/Darius Davis Monica Lara/Levi Bridges Zach Morris / Dan Matthews Christopher Booker/Nicole Jacquez Christian Bell/ Gary Wheaton Delana Jones/Octavian Davis Venikwa Merriman/Vickie Butler Arturo Mercado/Angela Tobias Dan Leal/Guadalupe Leon Brittney Sanders/Seth Deen Kyle White/BrittneyJackson Rosy Perez/ Kaylee V/ Olivia Tovar Felicia Johnson/Mecole Darden/Billie Castile Frances Efiong/Christian Gelacio Jimmie See/Marvette Charles Caitlin Gray/Tina Striggles Me'Shellia Allums-Davis Cesar Castro/Deierdre Jimerson License Agreement with Project Altruism Page 18 of 20 EXHIBIT C INSURANCE REQUIREMENTS 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. 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. Coverages and Limits Commercial General Liabilitv (CGL) Insurance 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 License Agreement with Project Altruism Page 19 of 20 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. Additional Requirements Such insurance amounts may be revised upward at City's reasonable option and no more frequently than once every six (6) months, and Licensee will comply with such revisions 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. Coverage shall be on a Primary Non -Contributory basis. 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 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. License Agreement with Project Altruism Page 20 of 20