HomeMy WebLinkAboutContract 63108CSC No. 63108
LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH
AND SID W RICHARDSON FOUNDATION
This LICENSE 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 the Director of the Park & Recreation Department, and SID W RICHARDSON
FOUNDATION ("Licensee"), a Texas non-profit corporation. The City and Licensee are herein referred
to individually as a ("Party") and collectively as the ("Parties").
WHEREAS, Licensee is seeking permission from the City to enter upon various Fort Worth
Com nity Centers and Libranies, as shown in Exhibit A ("Program Sites") for the purpose of providing
an educational program titled The Literacy Roundup, a Go Beyond Grades initiative, to use the "Dynamic
Indicators of Basic Early Literacy Skills", 8th Edition. (DIBELS) to assess school age children's reading
skills to provide information to help support the children's education journey ("Program");
WHEREAS, the City has determined that it will make its Program Sites available to the Licensee
in accordance with the terms of this Agreement and that adequate controls are in place to ensure that the
public purpose is carried out; and
WHEREAS, each Party finds that the perform e of this Agreement is in the common interest of
the Parties, that the undertaking will benefit the public interest, and the division of costs fairly compensates
the performing Party for the services or function under this Agreement;
NOW, THEREFORE, the City and Licensee for and in consideration of the covenants and
agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, agree as follows:
SECTION 1
LOCATION, PROGRAM, AND SCHEDULE
1.1 This Agreement and any programs ("Program") provided herein shall apply to all
community centers ("Center") and libraries ("Library") operated by the City of Fort Worth, as set forth in
Exhibit A. Any reference to specific Center and/or Library within this contract Licensee shall be deemed
inclusive of all community centers and libraries identified in Exhibit A. Licensee shall provide services per
the terms and conditions of this Agreement for any City -operated com pity center and libranyuas
administratively approved by the PARD or Library Director(s) or his/her designee, without the need for
additional amendments to specify the participating centers.
1.2 The Parties acknowledge that, with the inclusion of the umbrella language as
described above, no additional amendments or modifications to the contract shall be necessary to specify
participating community centers.
1.3 If the Licensee desires to modify the Agreement, then the Parties will need to address
any such modifications through an amendment to this Agreement.
SECTION 2
USE OF THE COMMUNITY CENTERS AND LIBRAIRIES
2.1 Licensee will only have use of the Center and/or Library during the scheduled times
set forth in Exhibit A.
OFFICIAL RECORD
CITY SECRETARY
Sid W Richardson Foundation FT. WORTH, TX
License Agreement Page 1 of 14
2.2 All activities related to any Program must be completed within the time period set
forth in the schedule in Exhibit A, including, but not limited to, set-up and clean-up.
2.3 If Licensee, for any reason, holds over beyond the scheduled times set forth in
Exhibit A, the PARD or Library Director, in his/her sole discretion, reserves the right to remove Licensee
and any participants of the Program ("Program Participants") from the Center/Library or charge Licensee
a fee for use of the Center/Library for the time period beyond that which the Center/Library is reserved.
2.4 For purposes of this Agreement, the PARD will have authority over the use of any
Center and the Library Director will have authority over the use of any Library.
2.5 Licensee will be responsible for obtaining the Center/Library operating schedule and
abiding by such schedule. In the event of a change in hours or availability of the Center/Library, such
change will not give rise to any claim against the City by the Licensee, whether for lost profits, cost,
overhead, or otherwise.
2.6 Licensee may not use any part of the Center/Library for any use or purpose that
violates any applicable law, regulations, or ordinance of the United States, the State of Texas, the County
of Tarrant, or the City of Fort Worth, or other lawful authority with jurisdiction of the Center/Library.
2.7 Licensee understands and agrees that the parking areas at the Center and/or Library
are not for the exclusive use of the Licensee and that the City and the Center/Library patrons may use the
parking spaces at any time.
2.8 To the extent that the Center/Library has any available storage for Licensee's
equipment, then the Licensee may request the use of such storage at no additional cost. The City is not
required to provide storage and will not be liable or responsible for any items held in storage at the
Center/Library.
2.9 Licensee expressly acknowledges and agrees that it has conducted a full and
complete physical examination of the Center and/or Library and hereby accepts the Center/Library, AS IS,
WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATEVER NATURE, EXPRESSED OR
IMPLIED.
SECTION 3
TERM OF AGREEMENT
3.1 Term. Unless terminated earlier pursuant to the terms herein, the term of this
Agreement shall begin on the date that the Agreement is executed by the Assistant City Manager ("Effective
Date") for a primary term of one-year ("Primary Term"). It is expressly provided that the City and Licensee
shall have the right to terminate this Agreement with or without cause upon five (5) days' written notice.
In the event that Licensee fails to comply with any of the terms and conditions of this Agreement, the City
shall have the right, without notice, to declare the Agreement immediately terminated.
3.2 The City and Licensee may agree, in writing, to renew this Agreement for four (4)
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additional one-year periods (each a "Renewal Term")
SECTION 4
CONSIDERATION
Licensee shall not receive payment for any services provided under this Agreement. The
City and Licensee expressly agree and stipulate that this Agreement is based on valuable consideration and
an exchange of promises that will be independently beneficial to both Parties. Specifically, Licensee agrees
that the City will provide a benefit to Licensee by providing, both, the use of the Program Sites at no charge
to Licensee for the services, as well as furthering Licensee's mission by developing the necessary
photography or filming to establish the Licensee's portfolio. Licensee has accepted this as valuable
consideration for its performance of the services of this Agreement and the City agrees that the Licensee's
services will provide a benefit to the City that the City has accepted as valuable consideration. Both Parties
agree as a condition precedent to executing this Agreement that the consideration is valuable and sufficient
and that neither Party shall be able to assert otherwise in the event of litigation.
SECTION 5
CONDITION, PROTECTION, AND RESTORATION OF PROGRAM SITES
5.1 Licensee hereby acknowledges that (a) it accepts the Program Sites in its present condition,
and (b) The City has made no representations to Licensee regarding the safeness thereof or suitability for
any particular purposes.
5.2 Licensee covenants and agrees that it shall take the Program Sites as it finds them and
Licensee shall restore and yield said Program Sites, equipment, and all other properties belonging to the
City back to the City at the expiration of this Agreement in the same condition as existed at the
commencement of this Agreement and in which Licensee found them, reasonable wear and tear excepted.
Licensee will pay the costs of repairing (to its condition immediately preceding the occurrence of such
damage, reasonable wear and tear excepted) any damage that may be done to the Program Sites or the
natural environment by any act of Licensee or anyone visiting the Program Sites upon the invitation of
Licensee, excluding any such damage arising out of the negligence or misconduct of the City, its employees,
agents, or contractors. The City shall, in its reasonable discretion, determine whether any damage has been
done, the amount of the damage, the reasonable costs of repairing the damage, and whether, under the terms
of the Agreement, Licensee is responsible. The City shall reasonably judge the quality of the maintenance
and damage of the Program Sites, fixtures, structures, or the natural environment by the Licensee. Licensee
shall remove from the Program Sites all equipment and temporary sets and other materials placed thereon
by Licensee. If there is a dispute as to whether Licensee has repaired any damages to the Program Sites
caused by Licensee, the City must first deliver to Licensee a reasonably detailed list of those items that
have not been repaired and provide Licensee with a reasonable opportunity to inspect the Program Sites,
but in no case less than seven (7) days after delivery of the list, to determine the need for further repairs, if
any.
SECTION 6
RIGHTS TO IMAGES AND PROJECT
6.1 By execution of this Agreement, Licensee grants to the City a perpetual, irrevocable license
to graphically depict or display the Program for any non-commercial purpose whatsoever. For purposes of
this limitation, any graphic depiction or display of the Program intended to promote or benefit the City, its
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public services or its public purposes, regardless of whether or not a fee is charged to the public, or whether
revenue is otherwise received by the City, shall be deemed a non-commercial purpose.
6.2 Licensee shall own all rights of every kind in and to the Program except as those rights
may be restricted by this Agreement or by law. Licensee may reproduce, exhibit, and otherwise exploit
such images or other depictions made on or about the Program Sites in connection with the Program
(including, without limitation, in -context film clips for advertising and promotion) in any manner or media
whatsoever (whether known or hereafter devised), in whole or in part, throughout the world in perpetuity
except as those rights may be restricted by this Agreement or by law; provided, however, that Licensee
represents and agrees that the Program featuring the Program Sites will not in any way disparage the City
of Fort Worth or depict the City of Fort Worth or its facilities and Program Sites in a manner that is, or that
may claim to be, defamatory, untrue, or censorable in nature, or bring harm to the heritage and history of
Fort Worth or be used in any other manner deemed inappropriate as determined in the reasonable sole
discretion of the Fort Worth City Manager or designee. Licensee may assign this Agreement, and the rights
granted herein in the normal course of the Program.
6.3 Licensee shall provide the City images and videos taken from the locations in Exhibit A
for use in the City video and marketing purposes to help promote City owned facilities.
SECTION 7
RELEASE AND INDEMNIFICATION
7.1 Third -Party Release. Licensee acknowledges that the City lacks legal authority to grant
permission for the use of the names or likenesses of individuals who might appear in the Program. License
shall be solely and exclusively responsible and liable with respect to obtaining any filming and photography
releases required with respect to persons and third -party property located on the Program Sites. At a
minimum, Licensee shall provide and post signage in the immediate vicinity of its filming locations at the
Program Sites notifying members of the public that photographing and/or videotaping is being conducted.
Licensee agrees to RELEASE, INDEMNIFY, ANDHOLD HARMLESS THE CITY FROM AND
AGAINST ANY THIRD -PARTY CLAIM RELATING TO THE UNAUTHORIZED USE,
FILMING, TAPING, RECORDING, OR PHOTOGRAPHING OF ANY INDIVIDUAL OR THIRD -
PARTY PROPERTY.
7.2 GENERAL INDEMNIFICATION. LICENSEE ALSO AGREES TO DEFEND,
INDEMNIFY AND HOLD HARMLESS THE CITY, ITS OFFICERS, REPRESENTATIVES,
AGENTS, SERVANTS, 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, (COLLECTIVELY, THE "CLAIMS") THAT
ARISE OUT OF OR ARE OCCASIONED BY (i) LICENSEE'S BREACH OF ANY OF THE
TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR
OMISSION OR INTENTIONAL MISCONDUCT OF LICENSEE, ITS OFFICERS, AGENTS,
ASSOCIATES, EMPLOYEES, PARTICIPANTS, VOLUNTEERS, CONTRACTORS (OTHER
THAN THE CITY), OR SUBCONTRACTORS, RELATED TO PRODUCTION, RECORDINGS,
OR THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY
PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY CLAIMS OR LIABILITY
RESULTING FROM THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE CITY
OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS. IN THE
EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH LICENSEE AND THE CITY,
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RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL
BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS
FURTHER PROVIDED BY THE LAWS OF TEXAS.
SECTION 8
INSURANCE
8.1 Licensee certifies that it has at a minimum, current insurance coverage as detailed below
and will maintain it throughout the Term of this Agreement. Prior to entering the Program Sites, the
Licensee shall deliver to the City, certificates documenting this coverage. The City may elect to have the
Licensee submit its entire policy for inspection.
8.2 Licensee shall have at a minimum, current insurance coverage as detailed below and will
maintain it throughout the Term. Prior to entering the Program Sites, Licensee shall deliver to the City
executed certificates of insurance or certified copies of policies as determined by the City.
1) Commercial General Liability Insurance, including Personal Injury Liability,
Independent Contractors Liability and Contractual Liability covering, but not limited
to, the liability assumed under the indemnification provisions of this Agreement, with
limits of liability for bodily injury (including, but not limited to, death) and property
damage of not less than One Million Dollars ($1,000,000), with an aggregate of not
less than Two Million Dollars ($2,000,000). All insurance policies shall include the
following:
2) Automobile Liability Insurance, which shall provide coverage on any automobile,
including and defined as automobiles owned, hired and non -owned with a One
Million Dollar ($1,000,000) combined single limit per accident or $250,000 Property
Damage and $500,000 Bodily Injury per person, per occurrence.
3) The term of insurance is for the Term, which includes the period from the right of
access to set up through the period allowed for removal of property.
4) The Licensee is responsible for providing the City a twenty (20) day notice of
cancellation or non -renewal of any insurance policy and may not change the terms
and conditions of any policy that would limit the scope or coverage, or otherwise alter
or disallow coverage as required herein.
5) All policies shall include a Waiver of Subrogation (Right of Recovery) in favor of the
City of Fort Worth.
6) Any deductible in excess of $5,000.00, for any policy that does not provide coverage
on a first -dollar basis, must be approved by the City of Fort Worth Risk Management.
7) Any self -insured retention (SIR) in excess of $25,000.00, affecting required insurance
coverage, shall be acceptable to and approved by the City of Fort Worth Risk
Management in regard to asset value and stockholders' equity. In lieu of traditional
insurance, alternative coverage maintained through insurance pools or risk retention
groups, must also be approved by Risk Management.
8) Company issuing the insurance policy shall have no recourse against the City of Fort
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Worth for payment of any premiums or assessments for any deductibles which all are
at the sole risk of Licensee;
9) The terms "Owner", "the City" or the City of Fort Worth shall include all authorities,
Boards, Bureaus, Commissions, Divisions, Departments, and Offices of the City and
the individual members, employees and agents thereof in their official capacities
and/or while acting on behalf of the City of Fort Worth.
10) The policy clause "Other Insurance" shall not apply to any insurance coverage
currently held by the City, to any future coverage, or to the City's self -insured
retention of whatever nature.
11) The City, its officials, employees, agents and officers shall be endorsed as an
"Additional Insured" to all policies except Employers Liability coverage.
12) Coverage shall be written on a per occurrence basis and the policy shall include Broad
Form Property Damage Coverage with an insurance company satisfactory to the City.
If insurance policies are not written for specified coverage limits, an Umbrella or
Excess Liability insurance for any differences is required when required, Excess
Liability shall follow form of the primary coverage.
13) All policies shall be written by an insurer with an "A++" or better rating by the most
current version of the A. M. Best Key Rating Guide or with such other financially
sound insurance carriers acceptable to the City.
14) Deductibles shall be listed on the Certificate of Insurance and shall be on a "per
occurrence" basis unless otherwise stipulated herein.
15) If coverage is underwritten on a claims -made basis, the retroactive date shall be
coincident with or prior to the date of the contractual agreement and the certificate of
insurance shall state that the coverage is claims -made and the retroactive date. The
insurance coverage shall be maintained for the duration of the contractual agreement
and for five (5) years following completion of the service provided under the
contractual agreement or for the warranty period, whichever is longer. An annual
certificate of insurance submitted to the City shall evidence such insurance coverage.
16) Certificates of Insurance shall be delivered to the Contract Manager - Park &
Recreation Department, 4200 South Freeway, Suite 2200, Fort Worth, Texas, 76115,
evidencing all the required coverage, including endorsements.
8.3 Licensee or its contractors shall not do or permit to be done anything in or upon any
portion of the Program Sites, or bring or keep anything therein or thereupon which will in any way conflict
with the conditions of any insurance policy upon the Program Sites or any part thereof, or in any way
increase the rate of fire insurance upon the Program Sites or on property kept therein, or in any way obstruct
or interfere with the right of the other tenants of the Program Sites, or injure or annoy them.
8.4 The City may terminate this Agreement immediately upon the failure of the Licensee to
provide acceptable documentation of insurance as required by this Agreement.
Sid W Richardson Foundation
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SECTION 9
FORCE MAJURE
9.1 Licensee. If, because of illness of actors, directors, or other essential artists and crew;
weather conditions; defective film or equipment; or any other occurrence beyond Licensee's control,
Licensee is unable to start work on the date designated above and work -in -progress is interrupted during
the use of the Program Sites by Licensee, Licensee shall have the right, at Licensee's election, to (a)
suspend or extend the Term so that Licensee may use the Program Sites at a later date to be mutually
agreed upon by the Parties, or (b) terminate the Agreement.
9.2 City. If, by reason of Force Majeure as hereinafter defined, the City shall be rendered
wholly or partially unable to carry out its obligations under this Agreement, then the City shall give written
notice of the particulars of such Force Majeure to Licensee within a reasonable time after the occurrence
thereof. The obligations of the City, to the extent affected by such Force Majeure, shall be suspended
during the continuance of the inability claimed and for no longer period, and the City shall in good faith
exercise its best efforts to remove and overcome such inability. Licensee hereby waives any claim against
the City for damages by reason of any delay due to Force Majeure.
9.3 The City and Licensee will exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but will not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any
other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The form
of notice required by this section will be the same as Section 13.
SECTION 10
INTELLECTUAL PROPERTY
10.1 Licensee may not use any designated marks or copyrights of the City of Fort Worth or
authorize such use on any internet website or on any other on-line site, except as specifically approved by
the City of Fort Worth or except as may be captured within the recordings. Licensee, its designees, or
assignees, shall not have the right or license to manufacture or cause the production of merchandise items
bearing the City's designated marks or copyright.
10.2 Licensee agrees to assume full responsibility for complying with all State and Federal
Intellectual Property Laws and any other regulations, including, but not limited to, the assumption of any
and all responsibilities for paying royalties that are due for the use of other third -party intellectual property
works by Licensee. The City expressly assumes no obligations, implied or otherwise, regarding payment
or collection of any such fees or financial obligations. The City specifically does not authorize permit or
condone the reproduction or use of any intellectual property by Licensee without the appropriate licenses
or permission being secured by Licensee in advance. IT IS FURTHER AGREED THAT LICENSEE
SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY FROM AND
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AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR EXPENSES OF
EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, REASONABLE
ATTORNEY'S FEES, TO WHICH THE CITY MAY BE SUBJECTED ARISING OUT OF OR
RELATED TO LICENSEE'S USE OF ANY THIRD -PARTY INTELLECTUAL PROPERTY BY
REASON OF AN ALLEGED OR ACTUAL INTELLECTUAL PROPERTY VIOLATION. The
City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall
be the exclusive obligation of Licensee.
SECTION 11
COMPLIANCE WITH LAWS, ORDINANCES, RULES, AND REGULATIONS
Licensee covenants and agrees that it shall not engage in any unlawful use of the Program
Sites. Licensee further agrees that it shall not permit its officers, agents, servants, employees, contractors,
subcontractors, patrons, licensees, or invitees to engage in any unlawful use of the Program Sites, and
Licensee immediately shall remove any person engaging in such unlawful activities. Any continued,
uncured, unlawful use of the Program Sites 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 the 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 Program Sites, as such laws, ordinances, rules, and regulations
exist or may hereafter be amended or adopted. If the City notifies Licensee or any of its officers, agents,
employees, contractors, subcontractors, licensees, or invitees of any violation of such laws, ordinances,
rules, or regulations, Licensee shall use best efforts to bring an end to and correct the violation.
SECTION 12
SECURITY
Nothing herein shall make the City liable for, or a guarantor of, safety of persons or
property on the subject Program Sites herein. Licensee acknowledges that Licensee is not relying on the
City to provide security services, and that the City has made no representations with respect thereto. The
Licensee shall be solely responsible for all costs and expenses associated with security systems and
personnel employed by Licensee to protect the Licensee's property, with any such security arrangements
as might affect the Program Sites being subject to the City's approval.
SECTION 13
VENUE AND CHOICE OF LAW
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. This
Agreement shall be construed in accordance with the laws of the State of Texas.
SECTION 14
NOTICES
All written notices called for or required by this Agreement shall be addressed to the
following, or such other Party or address as either Party designates in writing, by certified mail, postage
prepaid, or by hand delivery:
To City of Fort Worth:
Park & Recreation Department and
Library Department
100 Fort Worth Trail
Fort Worth, Texas 76102
To Licensee:
Sid W Richardson Foundation
Attn: Pete Geren
309 Main Street
Fort Worth, Texas 76102
Sid W Richardson Foundation
License Agreement
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With Conies To:
City Attorney and City Manager
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
SECTION 15
RIGHT OF ENTRY
15.1 At all times during the term of this Agreement, the City shall have the right, through its
agents and representatives, to enter into and upon the Program Sites for the purpose of examining and
inspecting the same for the purpose of determining whether Licensee shall have complied with all of its
obligations hereunder in respect to the use of the Program Sites.
15.2 During any inspection, the City may perform any obligations that the City is authorized
or required to perform under the terms of this Agreement or pursuant to its governmental duties under
federal, state, or local laws, rules, or regulations.
SECTION 16
INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Licensee will operate as an independent
contractor as to all rights and privileges and work performed under this Agreement, and not as agent,
representative or employee of the City. Subject to and in accordance with the conditions and provisions of
this Agreement, Licensee will have the exclusive right to control the details of its operations and activities
and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors,
and subcontractors. Licensee acknowledges that the doctrine of respondeat superior will not apply as
between the City, its officers, agents, servants and employees, and Licensee, its officers, agents,
employees, servants, contractors, and subcontractors. Licensee further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between the City and Licensee. It is further
understood that the City will in no way be considered a Co -employer or a Joint employer of Licensee or
any officers, agents, servants, employees, contractors, or subcontractors. Neither Licensee, nor any
officers, agents, servants, employees, contractors, or subcontractors of Licensee will be entitled to any
employment benefits from the City. Licensee will be responsible and liable for any and all payment and
reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or
subcontractors.
SECTION 17
NO WAIVER AND HEADINGS
17.1 The failure to insist upon a strict performance of any of the covenants or agreements
herein set forth or to declare a forfeiture for any violation thereof shall not be considered or taken as a
waiver or relinquishment for the future of the City's rights to insist upon a strict compliance by Licensee
with all the covenants and conditions.
17.2 The headings in this Agreement are inserted for reference only and shall not define or
limit the provisions hereof.
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SECTION 18
REVIEW OF COUNSEL
Each Party, and if it so chooses, its attorney has had the opportunity to review and
comment on this document, therefore any rule of contract construction or interpretation that would
normally call for the document to be interpreted as against the drafting Party shall not apply in
interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be
construed solely on the basis of the language contained therein, regardless of who authored such language.
SECTION 19
COUNTERPARTS, SEVERABILITY, AND AMENDMENT
19.1 This Agreement may be executed by the Parties in several counterparts, each of which
shall be deemed to be an original copy.
19.2 In the event any one or more of the provisions contained in this Agreement should for
any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if
such invalid, illegal, or unenforceable provision had never been contained herein.
19.3 No amendment, modification, or alteration of the terms hereof shall be binding unless
the same is in writing, dated subsequent to the date hereof, and duly executed by the Parties.
SECTION 20
SIGNATURE AUTHORITY
20.1 The person signing this Agreement hereby warrants that he/she has the legal authority
to execute this agreement on behalf of the respective Party, and that such binding authority has been
granted by proper order, resolution, ordinance or other authorization of the entity. The other Party is fully
entitled to rely on this warranty and representation in entering into this Agreement.
20.2 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.
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 21
GOVERNMENTAL POWERS
It is understood and agreed that by execution of this Agreement, the City does not waive
or surrender any of its governmental powers or immunities.
SECTION 22
ENTIRE AGREEMENT
This written instrument (together with any attachments, exhibits, and appendices)
constitutes the entire understanding between the Parties concerning the use of the Program Sites hereunder,
and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof
shall be void.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in multiples.
EXECUTED to be effective on the date set forth in Section 3.
CITY:
By: Dana Burghdoff (Ap?'15, 2025'6:40 CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: 04/15/2025
For City of Fort Worth internal processes:
APPROVED BY:
By: )g9pe )g
Name: Dave Lewis
Title: Director
Park & Recreation Department
By: Midori Clark (Apr 7, 202514:16 CDT)
Name: Midori Clark
Title: Director
Library
By:
Name: Monique Hill
Title: Assistant Director
Park & Recreation Department
M4GY6'&4e- 4'l L matti
By: Michele Gorman (Apr 3, 2025 10:32 CDT)
Name: Michele Gorman
Title: Assistant Director
Library
M&C: Not applicable
Form 1295: N/A
SID W RICHARDSON FOUNDATION:
By: _ �kl --
Name: Pete Geren
Title: President, Sid W Richardson Foundation
Email: pgeren@sidrichardson.org
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: Eric Lopez
Title: District Superintendent
Park & Recreation Department
Approved as to Form and Legality:
By:
Name: Trey Qualls
Title: Assistant City Attorney
City Secretary: 4
By:
Name: Janette Goodall
Title: City Secretary
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Sid W Richardson Foundation OFFICIAL RECORD
License Agreement CITY SECRETARY Page 11 of 14
FT. WORTH, TX
EXHIBIT A
PROGRAM DESCRIPTION, SCHEDULE, AND CENTER(S)
PROGRAM: Literacy Skills Testing
SCOPE OF SERVICE: The Literacy Roundup, a Go Beyond Grades initiative will use the "Dynamic
Indicators of Basic Early Literacy Skills", 8th Edition, (DIBELS) to assess school age children's reading
skills to provide information to help support the children's education journey.
PROGRAM FEES: No fee.
DAY
CENTER/LIBRARY
START MW
END TIME
Mon
TBD
TBD
TBD
Tue
TBD
TBD
TBD
Wed
TBD
TBD
TBD
Thu
TBD
TBD
TBD
Fri
TBD
TBD
TBD
Sat TBD TBD TBD
Sun TBD TBD TBD
*The City and Licensee shall work in good faith to schedule the Programs and establish fees.
However, the City, in its sole discretion, shall ultimately determine the dates and times of the Programs.
FORT WORTH COMMUNITY CENTER
Chisholm Trail (CT)
Diamond Hill (DH)
Eugene McCray (EM)
Fire Station (FS)
Fort Worth After School(FWAS)
Greenbriar (GB)
Handley Meadowbrook(HMB)
Highland Hills (HH)
Atatiana Carr -Jefferson Community Center at Hillside (ACJCC@HS)
Besty Price (BPCC)
R. D. Evans (RDE)
Riverside (RS)
Southwest (SW)
Sycamore (SY)
Thomas Place (TP)
Victory Forest (VF)
Andrew `Doc' Session(ADS)
Como (CCC)
Martin Luther King(MLK)
North Tri-Ethnic (NT)
Northside (NS)
Southside (SS)
Worth Heights (WH)
CENTER ADDRESS
4936 McPherson Blvd. (76123)
1701 NE 37th St. (76106)
4932 Wilbarger St. (76119)
1601 Lipscomb St. (76104)
2901 Shotts St. (76107)
5200 Hemphill St. (76115)
6201 Beaty St. (76112)
1600 Glasgow Rd. (76134)
1201 E. Maddox Ave. (76104)
8375 Blue Mound Rd 76131
3242 Lackland Rd. (76116)
3700 E. Belknap St. (76111)
6300 Welch Ave. (76133)
2525 E. Rosedale St. (76105)
4237 Lafayette Ave. (76107)
3427 Hemphill St. (76110)
201 S. Sylvania Ave.(76111)
4660 Horne St. (76107)
5565 Truman Dr. (76112)
2950 Roosevelt Ave. (76106)
1100 NW 18"' St. (76164)
959 E. Rosedale St.(76104)
3551 New York Ave.(76110)
Sid W Richardson Foundation
License Agreement
Page 12 of 14
Library Schedule and Locations:
FORT WORTH LIBRARY
East Regional
Southwest Regional
ADDRESS
6301 Bridge St. (76112)
4001 Library Laner (76109)
Sid W Richardson Foundation
License Agreement
Page 13 of 14
EXHIBIT A-1
PARTICIPANT WAIVER
Ale
'ill�1•, 'I :51t1ti,tit111
F OII\rDAT10NT
Tlaie Litca•ae.y Kuuriduli, a iiu I3eyu❑d t Trades nitiativ c, is seek ng your eons c[it to assess your
child's reading skills to provide you" th mportant nfutntat un to help yuu sulaport your Ch. Id s
cduCation journey.
To dusu, we need your written coriserit to CkindUCt the asseSsnterrt. ]-hi prUgni[n we will use to
asses; your Child's reading skills is tic "Uynam c Indicators of BaL: is Early Literacy Skills", 81h
Edition. tDIBELS) We will shalt 1110 results of ifie crevning u th YOU in a private parent
meeting and answer any questions you have about [he results_ The results of yilut• Child',
individual st recning will be confidential and shared only w th you -
By signing this fonts, yuu are. g vin.g C;o Beyond Grades the authority to assess your Childs
reading skills us ng the Dynamic IndiCatix. of Basic Early L ieracy Skills test.
If }'ou agraC (u the statemcn[ beluW, l)lcasc s gn and date th.. furtn electronically_
I give myconsent for Go Beyond Grades Staff [o con&Ct the assessment of my _h d's rtiading
skills wi[h the Dynamic Indicators of Basic Early L teiuty Skills. The tesu is of [ate as•.etisment
will be used for rlic sole purpost of providing_yuu with important nformat urr about yuurehild's
e.&Cat unal needs_
I understand that this infomtat un will be treated as c unfidential in Conformity with the I',un_ly
Educational R ghts and Priv acy Act, will riot be released to any other parties, and will he used
for the sole purpose describkod above,
I am the parent Or legal guard ail of the student named below, and hereby fully releas. and
discharge the C;o Beyond Grades In t at ve and is officers, employees, and agent~ fnxn am and
all liabilitie. arising out of or in eurrneet on w th e•unducting tic Uy narn C Indie,rtU[S of 13�.' U
Early Literacy Skills reading assessment. I rei erve. the r ght to e% thdraw my consent at any t n]e
by submitting a written notice of withdrawal ofconsent v1,r erna I to the community center
s upe.ry Taos .
Note By acknuwl e dging beIuw, I hay c lawful. author tv to enter th s agreement 6ri behalf of
my self and the student narnud L•cluw.
Student' Name (first. middle, last) Sehuol Name and Student ID<<
student', Bir[fidatc (mondv'day/year) Language Prefer%mte
Paren[ Guard an s Nanie ifirsi, middle, last) Erna )Address
Parenu'Civard an S gnatt[re Tuday's Dale ( Eli O[I01 daylyear)
Sid W Richardson Foundation
License Agreement Page 14 of 14