HomeMy WebLinkAboutContract 46314 CITY SECRETW
CONTRACT No.
LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND BALLET
FOLKLORICO DE FORT WORTH,INC.
THIS LICENSE AGREEMENT ("License") 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 Assistant City Manager, and BALLET FOLKLORICO de FORT
WORTH INC. ("Licensee"), a Texas corporation, acting by and through its duly authorized
representative.
WHEREAS, the City owns and operates R.D. Evans Community Center, which is located at
3432 Lackland Road,Fort Worth,Texas ("Center");
WHEREAS, Licensee is a folkloric Mexican dance organization whose mission is to encourage
appreciation of the Mexican Culture through the education of its history by teaching its traditional dance
and music to people of all ages;thereby instilling pride and respect of its heritage;
WHEREAS, Licensee wishes to license space at the Center to provide dance lessons and
practice in support of its mission, and the City desires to license a portion of the Center to the Licensee
for said purpose; and
NOW, THEREFORE, in consideration of the covenants and agreements contained in this
License, City and Licensee hereby agree as follows:
SECTION 1
LICENSED PREMISES
1.1 Licensed Premises. For and in consideration of the rental payments to be paid under
this License and the agreements of the parties expressed herein, City does hereby grant to Licensee the
use of certain space within the Center as set forth in greater detail in Exhibit A,which is attached hereto
and incorporated herein ("Licensed Premises"). Any modifications to Exhibit A will be set forth in an
written amendment to this License.
1.2 Condition of the Leased Premises. Licensee expressly acknowledges and agrees that it
has conducted a full and complete physical examination of the Licensed Premises and hereby accepts
the Licensed Premises, AS IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF
WHATEVER NATURE, EXPRESS OR IMPLIED, IT BEING THE INTENTION OF CITY
AND LICENSEE TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES EXPRESS
OR IY PLIED, IN FACT OR BY LAW, INCLUDING WITHOUT LD41TATION, THE
IlOPLIED WARRANTY OF SUITABILITY, AND THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, CONTAINED IN
OR CREATED BY ANY APPLICABLE LAW OF THE STATE OF TEXAS.
SECTION 2
USE OF THE LICENSED PREMISES
2.1 Licensee may use the Licensed Premises to provide dance lessons and practice
("Program(s)")to people of all ages ("Program Participants") in support of its mission and for no other
purpose.
OFFICIAL RECORD RECEIVED JAN 0 �� P,�i:
CITY SECRETARY
FT- WO RTNj U
License between the City and Ballet Forklorico de Fort Wort" 1 of 16
2.2 Licensee shall only have use' of the Licensed Premises during the Center's normal
operational hours in accordance with the schedule set forth in Exhibit A. 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. If Licensee, for any reason, holds over beyond the scheduled times
set forth in Exhibit A, the Director of the City's Park and Community Services Department, or that
person's designee, ("Director"), in its sole discretion, reserves the right to remove Licensee and the
Program Participants from the Licensed Premises or charge Licensee a fee for use of the Licensed
Premises for the time period beyond that which the Licensed Premises is reserved. Any additional fee
will be commensurate with that charged to other patrons of the Center using the same space for the same
amount of time and shall be paid along with the Licensee Fee in accordance with Section 4 below.
2.3 The Center will be closed and unavailable for use by the Licensee on Sundays and 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 for the Center 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 Licensed Premises not be available to the Licensee due to special events,
scheduled maintenance or other non-emergency closures. In the event of a change in hours or
availability, such change shall not give rise to any claim against the City by the Licensee, whether for
lost profits,cost,overhead, or otherwise.
2.4 Licensee may bring onto the Licensed Premises any equipment reasonably necessary to
further the intended use of the Licensed Premises.
2.5 Licensee may not use any part of the Licensed Premises or the Center 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
Licensed Premises.
2.6 The City provides off-street parking for 65 vehicles, which includes 2 parking spaces
that meet applicable handicap accessibility requirements. Licensee understands and agrees that the
parking areas at the Licensed Premises are not for the exclusive use of the Licensee and that the City
and the Center's patrons may use the parking spaces at any time.
SECTION 3
TERM OF LICENSE
3.1 Term. Unless terminated earlier pursuant to the terms herein, the initial term of this
License shall be for a period of one year, effective beginning on October 1, 2014 and ending on the
September 30, 2015 ("Primary Term"). The parties shall have the right to extend this License for up to
five (5) successive one (1) year renewal terms (each referred to as a "Renewal Term") upon mutual
written agreement at least thirty (30) days prior to the termination date of the Primary Term or the
Renewal Term then in effect (collectively, "Term" means the Primary Term and any agreed upon
Renewal Term").
3.2 Holdover Tenancy. Unless terminated earlier pursuant the terms herein, this License
will expire without further notice when the Term expires. Any holding over by Licensee after the Term
expires will not constitute a renewal of the License or give Licensee any rights under the License in or
to the Licensed Premises,except as a tenant at will.
License between the City and Ballet Forklorico de Fort Worth,Inc. 2 of 16
SECTION 4
LICENSE FEE
4.1 As consideration for the rights and privileges granted hereunder, Licensee covenants
and agrees to pay to City the sum of Four Hundred Dollars and No Cents($400.00)per month("License
Fee"). In no event shall the License Fee be reduced due to cancellation of any Programs for any reason.
4.2 Prior to each Renewal Term, the City and the Licensee will evaluate and negotiate the
License Fee in good faith. If modification to License Fee is necessary, the License Fee will be set forth
in an amendment to this License. If the parties cannot come to an agreement on the License Fee prior to
the start date of any Renewal Term, then this License shall terminate at the end of the Term then in
effect.
4.3 Except with regard to the October 2014 License Fee payment, all payments of the
License Fee shall be made with respect to each calendar month that this License is in effect no later than
the tenth(10th) calendar day of each month, including the last payment to be made at either termination
or expiration of this License. Licensee shall pay the License Fee for its use of the Licensed Premises
during October 2014 on or before the fifth(5t`)calendar day after the City executes this License.
4.4 All payment due to the City shall be due and payable,without demand or offset,in legal
tender of the United States at the Parks and Community Services Department, Attn: SWR Accounts
Payable, 4200 South Freeway, Suite 2200, Fort Worth, Texas 76115 or at such other place in Tarrant
County, Texas as the Director may hereafter notify Licensee (in writing and with reasonable advanced
notice).
SECTION 5
DUTIES AND RESPONSIBILITIES
5.1 In addition to any other duties and responsibilities set forth in this License,Licensee
shall:
5.1.1 Ensure that all Program Participants and any other individual using the
Licensed Premises, including, but not limited to, any guardians and parents of the
Program Participants,comply with any and all policies,rules, and regulations governing
the use of the Center and the Licensed Premises. The City will provide a copy of any
such policies rules and regulations within a reasonable time after request by the
Licensee.
5.1.2 Provide a Program Participant listing to the Director and ensure each Program
Participant and instructor of any Program has a current Center membership card and
instruct any such person without a membership card to secure one before attending any
Programs in the Licensed Premises. Any participants who have a membership card
prior to enrolling in any of Licensee's Programs shall maintain the membership card in
good standing for the duration of such Program.
5.1.3 Licensee and Program Participants shall not remain in the Center beyond the
Center's regular operating hours, except in instances of eminent danger to the Program
Participants, severe weather conditions, emergencies declared by the City and other
situations determined in the sole discretion of the Director.
5.1.4 Notification of changes to Program schedules, including cancellation but
excluding emergencies or Force Majeure Events,must be provided to the City within 24
License between the City and Ballet Forklorico de Fort Worth,Inc. 3 of 16
hours prior to schedule start time, according to Exhibit A. In case of emergency or
Force Majeure Events,the Licensee must notify the Director promptly upon learning of
such emergency or Force Majeure Events.
5.1.5 Provide a listing of all Program Participants to the Director and ensure each
Program Participant and instructor of any Program has a current Center membership
card and instruct any such person without a membership card to secure one before
attending any Programs in the Licensed Premises. Any Program Participants who have
a membership card prior to enrolling in any of Licensee's Programs shall maintain the
membership card in good standing for the duration of such Program.
5.1.6 Ensure that Program Participants under the age of thirteen (13) are not dropped
off more than ten (10) minutes prior to the scheduled Program without proper adult
supervision, and that the Program Participants are picked up within 10 minutes after the
Program is over, unless the Program Participants are engaged in a supervised activity
carried out by proper staff at the Center. Licensee shall be liable and responsible for the
supervision of all of its Program Participants until the Program Participants are picked
up by an.authorized guardian.
5.1.7 NOT USE THE LICENSED PREMISES OR CENTER FOR ANY PURPOSE
NOT SET FORTH IN THIS LICENSE, INCLUDING, BUT NOT LIMITED TO,
CONDUCTING ANY UNAUTHORZED BUSINESS SUCH AS UNIFORMS AND
COSTUME SALES OR FUND RAISING.
5.1.8 Report any maintenance or repair needs to the Director as soon as practicable.
5.2 The City will:
5.2.1 Provide staff to lock and unlock the Licensed Premises and arm and disarm any
security system.
5.2.2 Furnish the necessary existing utilities and electrical power available at the
Licensed Premises for the ordinary and intended use of such, which includes lighting,
heat and air conditioning, and water for ordinary and intended use City shall not be
liable or responsible for accidents or unavoidable delays.
5.2.3 Ensure the Licensed Premises is suitable for its intended purpose.
5.2.4 Process membership applications for the Center and issue membership cards.
5.2.5 Ensure the Licensed Premises are ready for set up by Licensee in accordance
with any reasonable requests of the Licensee.
5.2.6 Ensure that a city employee is present in the Center at all times during the
Programs.
5.2.7 Assist with the promotion of the program in Center schedules by advertising
Program(s) in the Center's brochure.
SECTION 6
LIENS
6.1 Licensee shall do no act or make any contract that may create or be the foundation for
any lien upon or interest in any City property. Any such contract or lien attempted to be created or filed
shall be void. Should any purported lien on City property be created or filed, Licensee, at its sole
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expense, shall liquidate and discharge the same within ten (10) calendar days after notice from the City
to do so. Should Licensee fail to discharge the same, such failure shall constitute a breach of this
License, and the City shall have the right to terminate this License immediately. However, Licensee's
financial obligation to City to liquidate and discharge such lien shall survive following termination of
this License and until such a time as the lien is discharged.
SECTION 7
CARE OF THE LICENSED PREMISES
7.1 Licensee, at Licensee's own expense, shall keep the Licensed Premises and maintain all
equipment and other properties of City in a safe, sanitary, sightly condition and in good repair during
each Program or scheduled time set forth in Exhibit A. Licensee shall restore and yield said Licensed
Premises, equipment, and all other properties belonging to the City back to City at the expiration of each
Program or scheduled time set forth in Exhibit A in good or better condition as existed at the beginning
of each Program or schedule time set forth in Exhibit A and in which Licensee found them.
7.2 Licensee will not do or permit to be done any injury or damage to the Licensed
Premises, Center, or any part thereof, or permit to be done anything that will damage or change the
finish or appearance of the Licensed Premises or the Center 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 Licensed Premises, center, or to any of the furnishings or fixtures
of the City without the prior written consent of the Director.
7.3 Subject to ordinary wear and tear, Licensee will pay the costs of repairing any damage
that may be done to the Licensed Premises or Center or any of the fixtures, furniture or furnishings by
any act of Licensee or any of Licensee's officer, representatives, servants, employees, agents, Program
Participants, or anyone visiting the Licensed Premises or Center upon the invitation of the Licensee.
The City shall determine, in its sole discretion, whether any damage has occurred, the amount of the
damage and the reasonable costs of repairing the damage, and whether, under the terms of the License,
the Licensee is responsible. City shall be the sole judge of the quality of the maintenance and/or damage
of the Licensed Premises or Center, furnishings, fixture or furniture by the Licensee. The costs of
repairing any damage to the Licensed Premises or Center shall be immediately due and payable by the
Licensee upon Licensee's receipt of a written invoice from City.
7.4 Subject to the prior written consent of the Director, Licensee may place any signs
within the Center and Licensed Premises necessary to indicate Licensee's name and location. Any sign
shall be prepared and installed by the Licensee, at the sole cost of Licensee, in accordance with
applicable rules and regulations of the City and in keeping with Center decor. Any special requirements
of Licensee contrary to the above must be made a part of this License by written amendment.
SECTION 8
FORCE MAJEURE
8.1 If either party is unable, either in whole or part, to fulfill its obligations under this
License due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies;
wars; blockades; insurrections; riots; epidemics; public health crisis; 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
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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 explosion;
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. 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/OR USE
OF THE LICENSED PREMISES, CENTER,AND ANY AND ALL ACTIVITIES CONDUCTED
THEREON SUSTAINED BY REASONS OF THE OCCUPANCY OF SAID CENTER UNDER
THIS LICENSE.
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 LICENSED PREMISES AND CENTER BY LICENSEE
OR ANY OF ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, PATRONS, GUESTS, SUBLICENSEES, PROGRAM PARTICIPANTS, OR
INVITEES; (2)BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR
PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR IN PART BY
ANY ACT OR OMISSION ON THE PART OF LICENSEE OR ANY OF ITS OFFICERS,
REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, PATRONS,
GUESTS, SUBLICENSEES, PROGRAM PARTICIPANTS, OR INVITEES OR OF ANY
OTHER PERSON ENTERING UPON THE LICENSED PREMISES AND CENTER 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 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,
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PRODUCT DEFECT,STRICT PRODUCT LIABILITY, OR ANY OTHER ACT, OMISSION, OR
CONDITION WHATSOEVER OF THE CITY OR ITS PROPERTY.
9.3 Intellectual Property-Licensee agrees to assume full responsibility for complying with
all State and Federal Copyright Laws, including, but not limited to, the Federal Copyright Law of 1978
(17 U.S.C. 101, et seq.)and any other regulations associated therewith, including, but not limited to,the
assumption of any and all responsibilities for paying royalties that are due for the use of copyrighted
works in Licensee's Programs, performances or exhibitions to the copyright owner or representative of
said copyright owner. City expressly assumes no obligations, implied or otherwise, regarding payment
or collection of any such fees or financial obligations. City specifically does not authorize, permit, or
condone the performance, reproduction, or other use of copyrighted materials by Licensee or its
officers, agents, servants, representatives, subcontractors, invitees, or licensees without the appropriate
licenses or permission being secured by Licensee in advance. In addition to any other indemnification
obligations set forth herein, Licensee further agrees that LICENSEE AGREES TO AND DOES
HEREBY RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY FOR,
FROM, AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, OR
EXPENSES OF EVERY TYPE AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO,
ATTORNEY'S FEES AND NONPAYMENT TO LICENSING AGENCIES, INCLUDING, BUT
NOT LIMITED TO, ASCAP, BMI, AND SESAC, ARISING OUT OF OR RELATED TO
LICENSEE'S INFRINGEMENT OR VIOLATION OF ANY COPYRIGHT LAWS OR
REGULATIONS. City expressly assumes no obligation to review or obtain appropriate licensing and
all such licensing shall be the exclusive obligation of the Licensee. Licensee understands that it is
responsible for securing any and all licenses by artists and performers giving permission for the
recordings. Licensee is responsible for both reporting and payment of any music licensing fees that may
be required by law. Licensee understands and agrees that without the proper license obtained by
Licensee,there is a risk of an injunction or money damages arising from a copyright lawsuit brought by
ASCAP,BMI, SESAC or any other licensing agency.
9.4 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.
9.5 It is agreed with respect to any legal limitations now or hereafter in effect and
affecting the validity or enforceability of the indemnification obligations under this Section, such legal
limitations are made a part of the indemnification obligation and shall operate to amend the
indemnification obligation to the minimum extent necessary to bring the provision into conformity with
the requirements of such limitations, and as so modified,the indemnification obligation shall continue in
full force and effect.
9.6 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 Licensed Premises or Center. Licensee
agrees to make its officers, representatives, agents, and employees available to City, at all reasonable
times, for any statements and case preparation necessary for the defense of any claims or litigation for
which City may be responsible hereunder. Licensee shall place language in its contracts with
contractors and subcontractors that contractors shall notify City as required by Licensee in this
subsection.
9.7 Licensee shall require all of its subcontractors to include in their subcontracts liability
and indemnification language in favor of the City in substantially the same form as above.
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SECTION 10
INSURANCE REQUIREMENTS
10.1 General Requirements. Licensee shall furnish to City in a timely manner,but not later
than the start of the term of this License, certificates of insurance as proof that it has secured and paid
for the policies of insurance specified herein. If City has not received such certificates by such date,
Licensee shall be in default of the License and City may, at its option, terminate the License. Licensee
shall maintain the following coverages and limits thereof:
10.1.1 Commercial General Liability(CGL)Insurance
i. $1,000,000 each occurrence
ii. $2,000,000 aggregate limit
10.1.2 Business Automobile Liability Insurance
i. $1,000,000 each accident on a combined single limit
or
$250,000 Property Damage
$500,000 Bodily Injury per person per occurrence
iii. Insurance policy shall 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.
10.1.3 Workers' Compensation Insurance
i. Part A: Statutory Limits
ii. Part B: Employer's Liability
A. $100,000 each accident
B. $100,000 disease-each employee
C. $500,000 disease-policy limit
10.2 Additional Requirements.
10.2.1 Such insurance amounts shall be revised upward at City's reasonable option
and no more frequently than once every 12 months, and Licensee shall revise such
amounts within thirty (30) calendar days following notice to Licensee of such
requirements.
10.2.2 Where applicable, insurance policies required herein shall be endorsed to
include City as an additional insured as its interest may appear. Additional insured
parties shall include employees,representatives, officers, agents,and volunteers of City.
10.2.3 The Workers' Compensation Insurance policy shall be endorsed to include a
waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of
City. Such insurance shall cover employees performing work on any and all
projects. Licensee shall maintain coverages, if applicable.
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10.2.4 Any failure on part of City to request certificate(s) of insurance shall not be
construed as a waiver of such requirement or as a waiver of the insurance requirements
themselves.
10.2.5 Insurers of Licensee's insurance policies shall 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 shall be acceptable to City insofar as their
financial strength and solvency and each such company shall 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.
10.2.6 Deductible limits on insurance policies shall not exceed$10,000 per occurrence
unless otherwise approved by City.
10.2.7 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 shall prevail.
10.2.8 Licensee shall require its contractors and subcontractors to maintain applicable
insurance coverages, limits, and other requirements as those specified herein; and,
Licensee shall require its contractors and subcontractors to provide Licensee and City
with certificate(s) of insurance documenting such coverage. Also, Licensee shall
require its subcontractors to have City and Licensee endorsed as additional insureds (as
their interest may appear)on their respective insurance policies.
10.3 Insurance Coverage Exclusion
10.3.1 Licensee shall not be required to carry the required automobile liability
insurance if Licensee does not provide transport of Program Participants to or from
Programs at the Center using a personal, leased or rented automobile. This exclusion of
coverage does not apply to contract transportation services obtained by Licensee to
provide transportation to or from events, practices or performances; contract
transportations services shall be required to carry the above insurance coverage.
10.3.2 Licensee shall not be required to carry the required worker's compensation
insurance if Licensee does not employ at least one full time employee.
SECTION 11
AUDIT
11.1 Licensee agrees that the City shall, until the expiration of three (3) years after the
termination or expiration of this License, have access to and the right to examine any directly pertinent
books, documents, papers, and records of Licensee involving transactions relating to this License.
Licensee agrees that the City shall have access during normal working hours to all necessary Licensee
facilities and shall be provided adequate and appropriate workspace in order to conduct audits in
compliance with the provisions of this section. City shall give Licensee reasonable advance notice of
intended audits.
11.2 Licensee further agrees to include in any contractor and subcontractor agreements
hereunder a provision to the effect that the contractor and subcontractors agree that the City shall, until
the expiration of three (3)years after the expiration or termination of the contract or subcontract, have
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access to and the right to examine any directly pertinent books, documents, papers, and records of such
contractor or subcontractor involving transactions of the contract or subcontract, and further that City
shall have access during normal working hours to all contractor and subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give the contractor and subcontractor reasonable advance notice
of intended audits.
SECTION 12
CHARITABLE EVIMUNITY
12.1 Licensee agrees that if it is a charitable organization, corporations, entity or individual
enterprise having, claiming or entitled to any immunity, exemption(statutory or otherwise) or limitation
from and against liability for damage or injury to property or persons under the provisions of the
Charitable Immunity and Liability Act of 1987, C.P. R.C., § 84.001 et seq., or other applicable law,that
Licensee hereby expressly waives its right to assert or plead defensively any such immunity or
limitation of liability as against City. Copy of the documentation stating this organization's status is due
annually to the address specified for Parks and Community Services in notice provision of this License.
SECTION 13
TERNIINATION
13.1 Termination for Convenience. This License may be terminated without cause by either
party upon thirty(30)days written notice of such intent to terminate.
13.2 Termination for Cause. Unless stated elsewhere in this License, Licensee shall be in
default under this License if Licensee breaches any term or condition of this License and such breach
remains uncured after thirty (30) calendar days following receipt of written notice from the City
referencing this License (or, if Licensee has diligently and continuously attempted to cure following
receipt of such written notice but reasonably requires more than thirty (30) calendar days to cure, then
such additional amount of time as is reasonably necessary to effect cure, as determined by both parties
mutually and in good faith).
13.3 Gratuities. City may terminate this License 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 In the event
this License 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.
13.4 Fiscal Funding Out. Notwithstanding anything to the contrary, if,for any reason, at any
time during the term of the License,the Fort Worth City Council fails to appropriate funds sufficient for
the City to fulfill its obligations under this License, the City may terminate the portion of the License
regarding such obligations to be effective on the later of(i)ninety(90)calendar days following delivery
by the City to License 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 Contract.
13.5 Licensee's Duties Upon Expiration or Termination.
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13.5.1 Prior to the effective date for expiration or termination of this License,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 Licensed Premises or Center, including, but not limited to, any damage
that Licensee causes during removal of Licensee's property, to the reasonable
satisfaction of the Director.
13.5.2 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
Licensed Premises and Center 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 Licensed Premises to City following termination or expiration, all
liabilities and obligations of Licensee hereunder shall continue in effect until such is
surrendered.
13.5.3 Upon termination, all funds owed to the City shall be due and payable by the
tenth(10th)calendar day after the effective date of termination.
13.6 Other Remedies. Any termination of this License as provided in this License will not
relieve Licensee from paying any sum or sums due and payable to City under this License that remains
unpaid and due at the time of termination, or any claim for damages then or previously accruing against
Licensee under this License. Any such termination will not prevent City from enforcing the payment of
any such sum or sums or claim for damages by any remedy provided for by law, or from recovering
damages from Licensee for any default under the License. All City's rights, options, and remedies
under this License will be construed to be cumulative, and not one of them is exclusive of the other.
City may pursue any or all such remedies or any other remedy or relief provided by law, whether or not
stated in this License. No such termination shall relieve City from any obligation it may have to
Licensee hereunder and City may pursue any and all rights and remedies or relief provided by law,
whether or not stated in this License.
SECTION 14
RIGHT OF ENTRY AND INSPECTION
14.1 In licensing the Licensed Premises, City does not relinquish the right to control the
management of the Licensed Premises, or the right to enforce all necessary and proper rules for the
management and operation of the same.After receiving notice sent by City at least 24 hours in advance,
Licensee must permit City or its agents, representatives, or employees to enter the Licensed Premises
for the purposes of inspection; determining whether Licensee is complying with this License;
maintaining, repairing, or altering the Licensed Premises; or any other reasonable purpose. During any
inspection, City may perform any obligations that City is authorized or required to perform under the
terms of this License or pursuant to its governmental duties under federal state or local laws, rules or
regulations.In the event of an emergency,no advance notice from City is required.
License between the City and Ballet Forklorico de Fort Worth,Inc. 11 of 16
SECTION 15
LICENSES AND PERMITS
15.1 Licensee shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for its operations.
15.2 Copy of the documentation stating this organization's status is due annually by to the
address specified for Parks and Community Services in the notice provision of this License.
SECTION 16
NOTICES
16.1 All notices required or permitted under this License may be given to a party personally
or by mail, addressed to such party at the address stated below or to such other address as one party may
from time to time notify the other in writing.Any notice so given shall be deemed to have been received
when deposited in the United States mail so addressed with postage prepaid:
CITY: LICENSEE
City of Fort Worth Ballet Folklorico de Fort Worth,Inc.
SWR-Contract Compliance Division Attn: President
Parks and Community Services Department 3309 Highlawn Terrace
4200 South Freeway, Suite 2200 Fort Worth,Texas 76133
Fort Worth,Texas 76115
With a copy-to: .
City Attorney's Office
1000 Throckmorton
Fort Worth,Texas 76102
Or to such other address as such party may hereafter designate by notice in writing addressed and
mailed or delivered to the other party hereto.
SECTION 17
NONDISCRIMINATION
17.1 Licensee shall not engage in any unlawful discrimination based on race, creed, color,
national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation or any
other prohibited criteria in any employment decisions relating to this License, 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.
17.2 In the event of Licensee noncompliance with the nondiscrimination clauses of this
License, which is not cured within ninety (90) calendar days of notice of such noncompliance, this
License may be canceled, terminated, or suspended in whole or in part, and Licensee may be debarred
from further agreements with City.
License between the City and Ballet Forklorico de Fort Worth,Inc. 12 of 16
SECTION 1S
VENUE AND CHOICE OF LAW
18.1 Licensee and City agree that this License 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, 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 19
THIRD-PARTY RIGHTS AND ASSIGNMENTS
19.1 The provisions and conditions of this License are solely for the benefit of the City and
Licensee, and any lawful assign or successor of Licensee, and are not intended to create any rights,
contractual or otherwise,to any other person or entity.
19.2 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 20
BINDING COVENANTS
20.1 Subject to the limitations contained herein, the covenants, conditions and agreements
made and entered into by the parties hereunder are declared to be for the benefit of and binding on their
respective successors,representatives and permitted assigns, if any.
ECTION 21
INDEPENDENT CONTRACTOR
21.1 It is expressly understood and agreed that Licensee and its employees, representative,
agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent
contractors as to all rights and privileges and work performed under this License, and not as agents,
representatives or employees of the City. Subject to and in accordance with the conditions and
provisions of this License,Licensee shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its employees, representative,
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, representative, agents, servants,
officers, contractors, subcontractors, and volunteers. Licensee further agrees that nothing herein shall
be construed as the creation of a partnership or joint enterprise between City and Licensee. It is further
understood that the City shall in no way be considered a Co-employer or a Joint employer of Licensee
or any employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers
of Licensee. Neither Licensee, nor any officers, agents, servants, employees or subcontractors of
Licensee shall be entitled to any employment benefits from the City. Licensee shall be responsible and
liable for any and all payment and reporting of taxes on behalf of itself, and any of employees,
representative, agents,servants,officers, contractors, subcontractors,and volunteers.
License between the City and Ballet Forklorico de Fort Worth,Inc. 13 of 16
SECTION 22
AMENDMENTS,CAPTIONS.AND INTERPRETATION
22.1 Except as otherwise provided in this License, the terms and provisions of this License
may not be modified or amended except upon the written consent of both the City and Licensee.
22.2 Captions and headings used in this License are for reference purposes only and shall not
be deemed a part of this License.
22.3 In the event of any dispute over the meaning or application of any provision of this
License,this License shall be interpreted fairly and reasonably, and neither more strongly for or against
any party,regardless of the actual drafter of this License.
SECTION 23
GOVERNMENTAL POWERS AND IMMUNITIES
23.1 It is understood that by execution of this License,the City does not waive or surrender
any of its governmental powers or immunities.
SECTION 24
AUTHORIZATION AND COUNTERPARTS AND ELECTRONIC SIGNATURES
24.1 By executing this License, Licensee's agent affirms that he or she is authorized by
Licensee or its general partner to execute this License and that all representations made herein with
regard to Licensee's identity, address,and legal status are true and correct.
24.2 This License 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.
SECTION 25
SEVERABILITY AND NO WAIVER
25.1 It is agreed that in the event any covenant, condition or provision herein contained is
held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or
provision shall in no way affect any other covenant, condition or provision does not materially prejudice
either Licensee or City in connection with the right and obligations contained in the valid covenants,
conditions or provisions of this License.
25.2 The failure of either party to insist upon the performance of any term or provision of
this License 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.
License between the City and Ballet Forklorico de Fort Worth,Inc. 14 of 16
SECTION 26
COMPLIANCE WITH LAWS
26.1 This License is subject to all applicable federal, state and local laws, ordinances, rules
and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as
amended.
26.2 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 27
SOLE AGREEMENT
27.1 This License, including any exhibits attached hereto and any documents incorporated
herein, contains the entire understanding and agreement between the City and Licensee,'and any lawful
assign and successor of Licensee, as to the matters contained herein. Any prior or contemporaneous
oral or written agreement is hereby declared null and void to the extent in conflict with any provision of
this License.
IN WITNESS WHEREOF, the parties have executed this License in multiples in
Tarrant County,Texas.
CITY OF FORT WORTH BALLET FOLKLORICO de
FORT WORTH INC.
1
/ n
By: By: l _� �. 1h.�
S san Alanis Carmen Garcia EX edX�"w
Assistant City Manager
Date: i 1 5 I a'O 1 f, Date: 12. ILA
APPROVED AS TO FORM
AND LEGALITY:
e allach
Assistant City Atto:me
ATTEST- � F
Ma y er $ G
City cretafy °�
OFFICIAL RECORD
No M&C Required CITY SECRETARY
FT. WORTH, TX
License between the City and Ballet Forklorico de Fort Worth,Inc. 15 of 16
EXHIBIT A
Licensed Premises
Max Total
Tues Wed Thurs Sat Hours/Week
: SPRING SCIIEDULE
September 1—May 31 Afterschool Room Performance Stage Performance Stage Performance Stage
6:00 p.m.-7:30 p.m. 5:45 p.m.-7:00 p.m. 5:30 p.m.-8:00 p.m. 9:00 a.m.-1:00 p.m.
Total Hours(Max) 1.50 1.25 2.50 4.00 9.25
SUMAMRSCHEDULIE
I
June 1—August 31 Afterschool Room Performance Stage Performance stage
6:00 p.m.-7:30 p.m. 5:45 p.m.-8:00 p.m. 5:30 p.m.-8:00 p.m.
Total Hours(Max) 1.50 2.25 2.50 6.25
License between the City and Ballet Forklorico de Fort Worth,Inc. 16 of 16