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HomeMy WebLinkAboutContract 46393 CITY sECRUAW 13 CONTRACT NO. LICENSE AGREEMENT WITH ELITE CLUBS NATIONAL LEAGUE,INC. FOR USE OF ROLLING HILLS SOCCER COMPLEX 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 its duly authorized Assistant City Manager, and the Elite Clubs National League, Inc. ("Licensee"), a Wisconsin nonprofit corporation, acting by and through its duly authorized representative. WHEREAS, City owns Rolling Hills Park located at 2525 Joe B.Rushing Road in Fort Worth, Texas 76119("Park"),which is depicted on Exhibit A and incorporated herein; WHEREAS, a portion of the Park consists of a soccer complex, with more than 20 soccer fields, for use as a recreational area, which is more commonly known as the Rolling Hills Soccer Complex; WHEREAS, Licensee is an organization established to enhance the developmental experience of female youth soccer players in the United States; WHEREAS, to serve its mission, the Licensee hosts an annual soccer event involving more than 100 teams from across the United States("Event"); WHEREAS, Licensee wishes to host the Event at the Park from February 24, 2015 through March 1,2015 and further desires the option to host the Event at the Park through 2020; WHEREAS, the 2015 Event is estimated to create a $2.0 to $3.5 million positive economic impact for the City of Fort Worth and surrounding areas; WHEREAS, because of the positive economic impact that the 2015 Event is anticipated to create, the Arlington and Fort Worth Convention and Visitors Bureaus have agreed to help offset some of the City's expenses up to$19,000.00; WHEREAS, the size and magnitude of the Event will serve to promote the recreational advantages of the sport of soccer and the Rolling Hills Soccer Complex; therefore, the use of the Park for this Event serves the overall recreational purpose of the Park; WHEREAS,the Event will be open and free to public spectators; WHEREAS, the City desires to provide Licensee with use of the Park for the purposes stated herein and in accordance with the terms of this Agreement; and NOW, THEREFORE, in consideration of the mutual covenants and agreements herein expressed,the parties agree as follows: 1. Licensed Premises 1.01 For and in consideration of the License Fee (as hereinafter defined) to be paid hereunder and other valuable promises, covenants, and agreement,the City hereby grants to Licensee a License Agreement with Elite Clubs National Lea 1 of 15 =RECEIVED FEB 0 41015 non-exclusive right to use and occupy a portion of the Park known as the Rolling Hills Soccer Complex, which is depicted in Exhibit B attached hereto and incorporated herein ("Licensed Premises"). The Licensed Premises includes the use of the Tarrant County College ("TCC")Parking Lot, as depicted in Exhibit B, as overflow parking for the Event if, and only if, the City secures written authorization from TCC for such use; otherwise, it will be excluded from use. Licensee shall use the Licensed Premises solely for the purposes of setting up, conducting, and taking down the Event in accordance with the terms of this Agreement. 1.02 Notwithstanding anything to the contrary, in the event that inclement weather causes an unsafe playing condition on any of the soccer fields at the Licensed Premises, the City will consult with the Licensee concerning the safety of such play and, if deemed necessary by the City in its sole and absolute discretion,the City may cancel or delay Event play on any one or all of the soccer fields on the Licensed Premises. 1.03 The Event shall be open and free to spectators of the general public. 1.04 This Agreement does not constitute a sale, lease, assignment or disposal of the Park in any means whatsoever but is merely intended to grant the Licensee the right to use the Licensed Premises in accordance with the terms stated herein. 2. Term and Termination 2.01 Subject to earlier termination as hereinafter set forth, this Agreement shall commence on February 1, 2015 and expire on March 15, 2020 ("License Term"). Licensee's use of the Licensed Premises shall not be continuous through the License Term, but shall be restricted to an approximate one-week period in February and/or March of each year ("Term of Use"), subject to availability of the Licensed Premises, as determined by the Director of the City's Parks and Community Services Department or that person's designee ("Director"). Licensee shall notify the Director in writing of the desired dates of the Term of Use no later than September 30 of the preceding year, and City shall notify Licensee of the availability of the Licensed Premises for the requested dates in writing no later than October 31 of the same year. On or before December 1 of the preceding year of each Term of Use, the parties shall agree,in writing, on the specific dates that Licensee will have use of the Licensed Premises for the purposes stated herein, unless the parties agree to extend such deadline in writing. In the event that Licensee should not require the use of the Licensed Premises or the Licensed Premises is unavailable for any single Term of Use,this Agreement shall automatically terminate. 2.02 For 2015, the parties agree that the dates for the Term of Use shall be February 24 through March 1. 2.03 In the event that Licensee fails to comply with any of the terms and conditions of this Agreement, City shall have the right,without notice,to declare the Agreement immediately terminated. In the event of such termination, all rights and privileges of the Licensee shall cease and terminate, and Licensee shall immediately vacate the Licensed Premises. All funds owed to the City shall be due and payable by Licensee no later than the tenth(1&)calendar day after the date of termination. 2.04 Either party may terminate this Agreement with 30 days' written notice to the other party. 3. License Agreement with Elite Clubs National League,Inc. 2 of 15 Permitted Uses 3.01 Event. The Licensee shall have full use of the Licensed Premises during the Term of Use to set-up, prepare, and conduct the Event, which may include, but not be limited to, the placement of signs and banners; erection of tents for Event officials, volunteers, and refreshments; and other activities that will benefit the conduct of the Event. 3.02 Any and all activities and uses hereunder are subject to all applicable laws, rules and regulations,and approval by the Director. 3.03 Parking. The Licensee shall have use of all parking spaces available at the Licensed Premises, which include the West Parking Lot, East Parking Lot, and the TCC Parking Lot detailed on Exhibit B, to provide for Licensee, Licensee's Event personnel, and patron parking for the Event. All such parking shall be non-exclusive, open to the general public, and on a first come, first served basis. The City does not guarantee parking for the Event. 4. Responsibilities of the Parties 4.01. City's Duties. a. City staff will: i. Ensure all 20 natural turf soccer fields located on the Licensed Premises have been over-seeded during the month of October the preceding year, and that the fields will not be used by any third party the day prior to the applicable Term of Use. ii. Prepare the Licensed Premise's for Event play by mowing and lining the soccer fields, placing player benches on each soccer field's sidelines, securing and installing the nets for the soccer goals, and assisting with trash collection. iii. Provide City staff during staff's established work hours to assist in planning, set-up, and operation of the Event. iv. Provide an appropriate number of portable restroom units, which shall not exceed 27 individual units and 2 trailer units, and the cleaning of such units during the term of the Agreement. V. Provide no more than four (4) Fort Worth police officers and two (2) field monitors to monitor and manage crowd-control issues during each day of the Event. vi. Provide contract security personnel to monitor the parking lots during the Event. The specific number of contract security personnel shall be determined by the Director_ vii. Provide overnight contract security personnel to monitor parking lots, License Agreement with Elite Clubs National League,lnc. 3 of 15 fields, and equipment. The specific number of contract security personnel shall be determined by the Director. viii. Provide no more than four(4) golf carts to the Licensee for use during the Event. Licensee shall only permit authorized personnel of the Licensee or its subcontractors to operate the golf carts and all operators shall have a valid driver's license and be of 21 years of age or older. ix. Provide for the removal of litter and other trash associated with the Event. X. Manage all traffic entering the Licensed Premises during the Event. xi. Ensure that an adequate number of trained, courteous security personnel are present to monitor and manage crowd-control issues, during each day of the Event and continuing through one-half hour past the end of each day of the Event. xii. Provide and pay for any utility connections or usage of the Licensee associated with this Agreement. xiii. Provide one (1) potable water source for the duration of the soccer event along the south complex fence line between soccer field 5 and soccer field 6. 4.02 Licensee's Duties. a. Licensee's staff and its subcontractors shall,at its sole cost and expense: i. Comply with and cause the Licensed Premises to comply with: (i) all valid federal, state, local and other governmental laws, ordinances,rules, orders and regulations generally affecting the Licensed Premises, including all rules, regulations, and requirements of the City of Fort Worth and its Police, Fire, Code Compliance and Parks and Community Services Departments, (ii) any and all requirements specifically made by the City Fire Marshal in connection with this Agreement, or a part thereof or the use thereof, and (iii) all rules, orders, and regulations of the National Board of Underwriters or other body exercising similar functions in connection with the prevention of fire or the correction of hazardous conditions that apply to the Licensed Premises. If applicable, Licensee shall comply with the requirements of all policies of insurance which, at any time, may be in force with respect to the Licensed Premises (other than any policies obtained by City and not approved in writing by Licensee)and,to the extent that Licensee has written notice thereof,with the provisions of any contracts, agreements, and restrictions affecting the Licensed Premises or a part thereof or the ownership,occupancy, or use thereof that exist as of the date this Agreement is executed. ii. Provide for the delivery, set-up, and removal of all signs and banners, tents, tables, chairs, and the like with the times for set-up and removal being approved in advance by the Director. iii. Ensure that no Licensee-associated vehicles (including, but not limited License Agreement with Elite Clubs National League,Inc. 4 of 15 to, vehicles being used by vendors, sponsors, subcontractors, crewmembers, or patrons) drive or park off designated roadways and on to turf areas unless expressly approved in advance by the Director. iv. Supply and distribute either chipped wood or sand to minimize muddy ground or standing water conditions in and around the restroom areas, break tents,pedestrian traffic areas, and elsewhere as required. Licensee will pay for or reimburse the City for any material or supplies used in conjunction with the Event. V. Provide for the removal of all structures, including, but not limited to, tents, of any kind placed on the Licensed Premises by the Licensee in connection with the Event prior to the expiration of this Agreement. 5. Consideration 5.01 In consideration for Licensee's right to use the Licensed Premises for the purposes stated herein for the 2015 Term of Use, the Licensee agrees to pay City a one-time field rental fee of Eleven Thousand Dollars and No Cents ($11,000.00) ("License Fee"), which shall be paid in two installments: (1)Five Thousand Five Hundred Dollars and No Cents ($5,500.00)on or before Thursday, February 26, 2015 and (2)Five Thousand Dollars Five Hundred and no Cents ($5,500.00) on or before Tuesday March 3, 2015. This payment shall be made by check or credit card, with checks being made payable to the"City of Fort Worth." 5.02 The consideration for each additional Term of Use beyond 2015 may vary; therefore, any consideration to be paid by the Licensee to the City for the right to use the Licensed Premises for any subsequent Term of Use shall be set forth in a written amendment to this Agreement. If the parties cannot come to a mutual agreement of the consideration to be paid to the City for the Licensee's right to use the Licensed Premises on or before the deadline set forth in Section 2.01 for agreeing to the applicable Term of Use,then this Agreement shall automatically terminate. 6. Acceptance and Protection of Licensed Premises 6.01 Licensee covenants and agrees that it shall take the Licensed Premises as it finds them and that it will leave the Licensed Premises in as good or better condition than that which exists prior to Licensee's use of the Licensed Premises, normal wear and tear from usage excepted. Licensee farther covenants and agrees that it will not do or permit to be done any injury or damage to any of said Licensed Premises or suffer any waste to the Licensed Premises, normal wear and tear from usage excepted;but in the event any damage is done, Licensee hereby covenants and agrees to reimburse City therefore promptly. Licensee shall keep and maintain the Licensed Premises in a good, clean, and sanitary condition at all times. Licensee shall be responsible for all damages caused by Licensee, its agents, servants, employees, contractors, subcontractors, licensees, or invitees, normal wear and tear from usage excepted; Licensee agrees to fully repair or otherwise cure all such damages at Licensee's sole cost and expense. The City shall determine whether any damage has been done, the amount of the damage, and the reasonable costs of repairing the damage. Any damage for which Licensee is responsible hereunder shall be repaired or replaced by the Licensee within thirty(30) days of receipt of written notification from the City; all such repairs or replacements must be made to the reasonable satisfaction of the City. License Agreement with Elite Clubs National League,Inc. 5 of 15 7. Advertising 7.01 No banners, advertisements, or signs may be hung from trees, fences, or buildings or be displayed on the Licensed Premises without the express permission of the Director. In addition, Licensee covenants and agrees that no decorative or other material shall be nailed, tacked,screwed, or otherwise physically attached to any part of the City's property without the consent of the Director. Location and content of such advertisements and announcements are subject to the approval of the Director. 8. Copyright Compliance 8.01 Licensee agrees to assume full responsibility for complying with the Federal Copyright Law of 1978 (17 U.S.C. 101, et seq.)and any Regulations issued hereunder including,but not limited to, the assumption of any and all responsibilities for paying royalties which are due for the use of copyrighted works in Licensee's performances or exhibitions to the copyright owner, or representative or 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 agents or licensees without the appropriate licenses or permission being secured by Licensee in advance. It is further agreed that LICENSEE SHALL DEFEND,INDEMNIFY AND HOLD CITY HARMLESS FOR ANY CLAIMS ARISING FROM NONPAYMENT TO LICENSING AGENCIES, INCLUDING, BUT NOT LIMITED TO, ASCAP, BMI, AND SESAC OR DAMAGES ARISING OUT OF LICENSEE'S INFRINGEMENT OR VIOLATION OF THE COPYRIGHT LAW AND/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 they are responsible for securing any and all licenses by artists/performers giving permission for the recordings. Licensee is responsible for both reporting and payment of any music or other licensing fees that may be required by law. 8.02 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 or copyright holder. 9. Liability and Indemnification 9.01 City and Licensee mutually covenant and agree that City shall not be liable or responsible for any property placed on the Licensed Premises. 9.02 LICENSEE SHALL AND DOES AGREE TO RELEASE, INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS CITY AND CITY'S EMPLOYEES, REPRESENTATIVES, OFFICERS, AGENTS, AND SERVANTS (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL THIRD PARTY 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 License Agreement with Elite Clubs National League,Inc. 6 of 15 PERSON OR DAMAGE TO OR LOSS OF PROPERTY (1) RELATING TO THE USE OR OCCUPANCY OF THE LICENSED PREMISES BY LICENSEE, ITS EMPLOYEES, PATRONS, AGENTS, INVITEE, LICENSEES, VOLUNTEERS, SUBCONTRACTORS, AND ANY PARTY USING THE LICENSED PREMISES OR (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 INVITEE, LICENSEE, EMPLOYEE, DIRECTOR, OFFICER, SERVANT, VOLUNTEER, OR CONTRACTOR OF LICENSEE, OR ANYONE LICENSEE CONTROLS OR EXERCISES CONTROL OVER OR(3)BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY COVENANT OF LICENSEE UNDER THIS AGREEMENT. 9.03 Limitation of Liability. EXCEPT WITH RESPECT TO LICENSEE'S OBLIGATIONS UNDER THIS SECTION 9,NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY EXEMPLARY OR PUNITIVE DAMAGES FOR BREACH OF CONTRACT. 10. Insurance 10.01 Licensee covenants and agrees to obtain and keep in force and to ensure its contractors, as applicable, keep in force during the term of this Agreement one or more policies of insurance as follows: a. Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate b. Automobile Liability $1,000,000 each accident on a combined single limit or $250,000 Property Damage $500,000 Bodily Injury per person per occurrence A commercial business policy shall provide coverage on "Any Auto," defined as autos owned, hired and non-owned, when said vehicle is used in the course of the Event licensed herein. C. Liquor Liability(required only if any alcoholic beverage is vended) $1,000,000 each occurrence d. General Liability for Fireworks Display (required of pyrotechnics/fireworks contractor) $1,000,000.00 each occurrence 10.02 Terms and Conditions Applicable to All Insurance a. Certificates of insurance evidencing all required insurance shall be delivered to the City at least two weeks prior to the Term of Use. b. Applicable policies shall be endorsed to name the City and the Licensee as Additional Insureds thereon, as its interests may appear. The term City shall License Agreement with Elite Clubs National League,Inc. 7 of 15 include its employees, officers, officials, agents, and volunteers as respects the contracted services. C. Applicable policies shall be endorsed to name the City an Additional Insured thereon, as its interests may appear. The term City shall include its employees, officers,officials,agents and volunteers as respects the contracted services. d. Certificate(s) of insurance shall document that insurance coverage specified in this Agreement are provided under applicable policies documented thereon. e. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements. £ A minimum of thirty (30) days' notice of cancellation or material change in coverage effecting the required lines and limits of insurance shall be provided to the City. A ten(10)days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Management Division, 1000 Throckmorton Street,Fort Worth,Texas 76102 with a copy to Director,Parks and Community Services,4200 South Freeway, Suite 2200,Fort Worth,Texas 76115- 1499. g. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A: VII in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of the City's Risk Management Division. h. Deductible limits, or self insured retentions, affecting insurance required herein shall be acceptable to the City in its sole discretion; and, in lieu of traditional insurance, any alternative coverage maintained through insurance pools or risk retention groups must also be approved. Dedicated financial resources or letters of credit may also be acceptable to the City. i. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the City. j. The City shall be entitled, upon its request and without incurring expense, to review the Licensee's insurance policies including endorsements thereto and, at the City's discretion, the Licensee may be required to provide proof of insurance premium payments. k. The Commercial General Liability insurance policy shall have no exclusions by endorsements that have effect on the lines and limits of insurance required in this Agreement,unless the City approves such exclusions. 11. Notices 11.01 All notices required or permitted under this Agreement may be given to a party personally or by mail, addressed to such party at the address stated below or to such other address as one License Agreement with Elite Clubs National League,Inc. 8 of 15 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: ELITE CLUBS NATIONAL LEAGUE Parks and Community Services Department Elite Clubs National League,Inc(ECNL) Attn: Director Attn: Commissioner 4200 South Freeway, Suite 2200 4202 Park Place Ct Suite E Fort Worth,TX 76115-1499 Glen Allen,VA 23060 With a copy to: City Attorney's Office Attn: City Attorney 1000 Throckrnorton Fort Worth,Texas 76102 Or to such other address as said parties may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. 12. Compliance with Law and Policies 12.01 Licensee covenants and agrees that it shall not engage in any unlawful use of the Licensed Premises. 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 Licensed Premises and Licensee shall immediately remove from the Licensed Premises any person engaging in such unlawful activities. Unlawful use of the Licensed Premises by Licensee itself shall constitute an immediate breach of this Agreement. 12.02 Licensee shall comply with all PACSD regulations, policies, and specific requirements for the Event and shall coordinate with City staff with regard to arrangements for site use. Licensee covenants and agrees that during the term of this lease that if the City calls to the attention of Licensee any such violation on the part of Licensee or any person employed by or admitted to said Licensed Premises by said Licensee, then Licensee shall immediately desist from and correct such violation or vacate the Licensed Premises. 12.03 Each party shall be responsible for obtaining and maintaining any and all applicable permits, licenses, or approvals necessary to fulfill its own individual obligations under this Agreement in accordance with any local,state,or federal statutes,rules,or regulations. 13. Right of Entry 13.01 At all times during the term of this Agreement, City shall have the right, through its agents and representatives, to enter into and upon the Licensed Premises at any time to fulfill its obligations herein and during reasonable business hours 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 Licensed Premises. License Agreement with Elite Clubs National League,Inc. 9 of 15 13.02 During any inspection, City may perform any obligations that 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. 14. Independent Contractor 14.01 Licensee shall operate hereunder as an independent contractor as to all rights and privileges herein contained and nothing herein shall be construed as creating a partnership or joint enterprise between Licensee and City. 15. Charitable Immunity 15.01 Licensee agrees that if it is a charitable organization, corporation, entity or individual enterprise having, claiming or entitled to any immunity,exemption(statutory or otherwise) or limitation from and against 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. 16. Non-Discrimination 16.01 Licensee agrees that during use of the Licensed Premises, Licensee will not subject anyone to discrimination in any way because of the person's race, color, creed, national origin, age, handicap, sex, sexual orientation, transgender identity, religion, marital status, or citizenship status. No one can be excluded from the Event or denied the benefits of the Event because of race, color, creed, national origin, age, handicap, sex, sexual orientation, transgender identity, religion, marital status, or citizenship status. 17. Governing Law;Venue 17.01 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 17.02 Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division 18. No Waiver 18.01 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 City's rights to insist upon a strict compliance by Licensee with all the covenants and conditions. 19. Governmental Powers License Agreement Nvith Elite Clubs National League,Inc. 10 of 15 19.01 It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 20. Force Majeure 20.01 If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court,board,department,commission,or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or any equivalent alert system that may be instituted by any agency United States; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. If a Force Majeure Event occurs,the City may, in its sole discretion, close or postpone the opening of its community centers, parks, or other City-owned and operated properties and facilities in the interest of public safety and operate them as the City sees fit. Licensee hereby waives any claims it may have against the City for damages resulting from any such Force Majeure Event. 21. Headings 21.01 The headings in this Agreement are inserted for reference only, and shall not define or limit the provisions hereof. 22. Severability 22.01 In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 23. Review of Counsel 23.01 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. 24. No Amendment 24.01 This Agreement cannot be modified or amended without the written consent of all the parties hereto and attached and made a part of this Agreement. 25. License Agreement with Elite Clubs National League,Inc. I I of 15 Multiple Counterparts 25.01 This Agreement may be executed in multiple counterparts, each of which will be deemed an original,but which together will constitute one instrument. 26. Contracting Authority 26.01 By executing this Agreement, Licensee's agent affirms that he or she is authorized by Licensee to execute this Agreement and that all representations made herein with regard to Licensee's identity,address,and legal status(corporation,partnership,individual, etc.)are true and correct. 27. Fiscal Funding Out 27.01 If, for any reason, at any time during any term of this Agreement, the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this Agreement,the City may terminate this Agreement pursuant to this section following (i) delivery by the City 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 Agreement. 28. Entire Agreement 28.01 This Agreement (including all attachments, schedules, and exhibits attached hereto) constitutes the entire understanding and agreement of the City and Licensee as to use of the Licensed Premises and the Park. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with the terms and conditions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement in multiples, this 26 day of January ,2015. CITY OF FORT WORTH ELITE CLU , TWUN GUE,INC. /1 1 / ' By; By: /� Susa Ala 's Sarah Kate Koftsinger Assistan City Manager f'` opCNL Commissioner 9 ATTEST: ®o 0; ° Mary J.KaysTPI City Secretary AS License Agreement with Elite Clubs National League,Inc. OFFjrIAP�RF-CORD 12 of 15 rq"N' x€71;C upa APPROVED AS TO FORM AND LEGALITY: Tyler F.W Assistant ity Attorney No M&C Required License Agreement with Elite Clubs National League,Inc. 13 of 15 Exhibit A The Park T�vry mv-, Mr ,.iar , ozv v IT h License Agreement with Elite Clubs National League,Inc. 14 of 15 Exhibit B Licensed Premises as a H b H E Q a _ m P. i l A. R. p' P- License Agreement with Elite Clubs National League,Inc. 15 of 15