HomeMy WebLinkAboutContract 47062 ' ��
�� TRACT 1 ��
LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND
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This LICENSE AGREEMENT FOR SOQTB WEST PARK ("Licensc" ia made uodcutere | ioio
by arid bchxcen THE CITY LF F(8RTWORTH (^Liucnsm/`), uhome'ru|Cmunicipu| corporo ion organized
Wider the |axu of the State mf?uxusand ucdnabvand |hvous.,h Susan /\|mnia, its duly uu(horized /\usistent
City MJuoog,cood EVERGREEN F0DNDAT|ON ("Licensee"), uM{nncsntxnoo-pn*61uorpomdou. acdog
[wundthvoogh its du|yau{bodzcd rcpnuscotadve.
WHEREAS. Liccosorovaia aod operates tbe SouUhv/es1 Park, located at 6300 Welch Avenue, Fort
\Vordh, Tesas,
WHEREAS, Licensee operates Pro.ject Evergreen, which is cducu|ion-based inidudvc whose
missions is to preserve aod odhaocc needy puh|ic gccu spaces in \ucu| Corti III Lill i1ius, boi|d public
arancnesao[envin`nmootoLuconomioand social hencfitomfuumaioaNc �reco space,
WHEREAS, Project Evcr� c cmoiraa its commitment local �rccn ioduyby mm
\anducopers, oomecy mid turf gnys produoc* and suppliers to volunteer their time, materials, und
services to restore ond n:ncn/ nocdv park's und ball DcNn 10 mCoic*mmunity occda in cities across the
owuoh7,
WHEREAS, Licensee, ihvuooh Project Evuroren, and its local pu`feonimna| contractor
ro|un1uery wish (odonytc their pnofenaionu| \ondscupingand irrigation services. materials. und equipment
tw revitalize open ball fields o1 Southwest park, the value oFxbich ia approximately $|2.5U0.0U:
WHEREAS, Licensor dcmhcu to |iccnuu to Licensee and Licanxcc desires 10 license from
U,coymr a puUi*u Of Saudlx/cut Park [br the purpose ofm||ov'ing Liocomcc to restore certain open bu||
fields. after which Licertsee iriterids to dortate the improvemerlts to the City of'Fort Worth: arid
NOW, 1[88KCM',FORE, in cuouiderohmn of ihc mu\ua| covenants, promises and obligations
contained herein, the pat-ties agree as follows:
1. PROPERTYLICENSED AND RENT.
3.1. Property Licensed. Liucnsur hereby grants unk` Licensee nuun'Cxz|usivc |icenseover
a portiou o[ 800\hnes1 Park, which is located at 6300 \Vo|oh /\vuooe, fog Worth, Texas, the
location mid boundary of which are o8uohed as Exhibit ,7A*, arid incorporated hcrcin fhr all
purposes (the "Licensed Pomimca"). Licensor sbu|| provide Liccnsuc 6J| acocya to the LicuaeJ
PrcmisoyJoriug thoTeno,usdeOuedhcroin.
32 Rent. Licellsee shall pay to the Licerlsor the sum of$1.00as reirtal forthe flill term ofthe
Liconoo oil ur before the Effective Date,und prior to Liccoscc`mentryon1othe L7ccnsuJ Premises.
2' TERM OF LICENSE.
Uo|cystenninatud earlier pmsuant0othe vcnny herein, the term of this LicoiocyhaU oommcocuoo
the date o[i1sescuutiou set [bdh iii the |agpuru(,mph of this,\grooment(^^EOeohvc 0uie``)and expire thirty
(30) co|xndarJoys after the Ffkcive Date (^"111rimoryTenn`). The Primary Term may beoste:ded by
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UCE�tcu}x�E�ENTm�xsv5R6uscwF0Uwu\nNv ����������������� |vr
mudon| written agreement of the pat-ties for two additional thirty /30A calendar day periods |
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3. CONSTRUCTION AND IMPROVEMENTS.
-e ioriary Improvements.
3 |. Disci t
u. Licensee may, at its adc discretion and m�cd W the terms herein,modifications, ncnovo1iuuo, improvements and other unnaVndiml
nmdk on the Licensed
Pm:nuimus. Ally modifications. renovations, improvements or other construction work oil tile
Licensed Premises ehuU be nu|ernud to hereafter uy ^`Diacn:\imnury lmpr*vouncnua)-, and
uhu|| be performed by pndfeaaional cnntnc1orvw|untcers of Licensee (`^Vo}oiltucs"). The
Discretionary |mpn`vcnnen{y shall ioc|udc, without limitation, two puck benches, o new
irrigation sysken, excavation and grading fbr o new infield and outfield, new park sod
|uodyuoping, and infield clay soil. Licensee may not initiate any Discretionary
Improvement oil or to the Licensed Premises oo|oms it first Submits all plans, specifications
and estimates for the costs nftile proposed work in writing and also rcqncu\s and receives
written approval from 1he Licensor, or its designated representative ("Licensor^s
Representative"), which Licensor herein designates as dle Director of the Parks and
Community Services Department(or the Park and Recreation Department, as applicable)or
his dcyionee("^Dircotor`).
b. Upon the start ofcnnatrocd*n of any Discretionary |mpvove/nm`i on or to the
Licensed Premises by Liccnacepumxunt to plans approved by Licensor in accordance with
Section 3.2` Licensee aho|| complete the Discretionary Improvements in accordance with
U/c plan specifications within d/c 9rimaryTerm (au6\cc(tn Force M 'eun: Events). For the
purposes of this Section. start m[cnnsnuohon" shall mean the date stated in a Notice to
Proceed (or other similar document) issued by Licensee to its Vo|untcern. Licensee
covenants and agrees that it shall fully comply with all provisions nfthis Section 3 in the
pcdonnuncc of any such Discretionary Improvements. Upon completion of ally such
Discretionary hnpn`vcmcnis or earlier termination of this Uouac, Licensor ahu|) take KJ)
title ho any Discretionary Improvements oil the Licensed Premises.
C. Any ofLiceuun,`s property adjacent tothe Licensed Premises that isd:magcd
Juriog tile course of constructing the Discretionary Improvements shall be repaired and
returned to its condition inunuodiu{c|y prior 0o Licensee's entry onto the Licensed
Premises or better, o[ Licensee's sole cost and expense. Stich repairs shall huperformed
prior{oony demobilization From (hu Licensed Premises.
d. Licensee u8rceu that no improvement to the Licensed Premises will be designed
or constructed in such u manner that it cuuxea an adverse impact to d/c usability of
Liccuyor`s uJhuocni property, which is parkland. Licensor uokonv/|ud&cs that any
improvomentyoon*{u/c<cd in accordance with the plans and specifications approved by
Licensor will not adversely impact the usability ofLicunanr`s adjacent property.
32. Process for Approval of Plans.
Licensee's plans for construction and improvements shall conform to the architectural
standards established by Licensor's Representative and must also receive written approval from the
uccwscAoxccuem|wnnevI-noncpwFOUNDATION z"r/z
Director and any other City departments and City boards and commissions as shall be required
under ordinance or City of Fort Worth policy. All plans, specifications and work shall conform to
all federal, state and local laws, ordinances, rules and regulations in force at the time that the plans
are presented for review. Licensor shall inspect all work pursuant to its construction inspection
procedures.
3.3. Documents.
Licensee shall supply Licensor's Representative with comprehensive sets of documentation
relative to any Discretionary Improvements, including, at a minimum, as-built drawings of each
project. As-built drawings shall be new drawings or redline changes to drawings previously
provided to Licensors Representative. Licensee shall supply the textual documentation in
computer format as requested by Licensor.
3.4 Indemnification.
LICENSEE FURTHER AGREES TO DEFEND AND INDEMNIFY LICENSOR
FROM ANY CLAIM ASSERTED BY LIEN CLAIMANTS ON THE LICENSED PREMISES
WHICH LICENSEE POSSESSES PURSUANT TO THIS LICENSE, ARISING OUT OF THE
PERFORMANCE OF CONSTRUCTION OF DISCRETIONARY IMPROVEMENTS BY THE
CONTRACTOR ON THE LICENSED PREMISES.
4. USE OF LICENSED PREMISES.
Licensee hereby agrees to use the Licensed Premises strictly in accordance with the terms and
conditions of this License, solely for purposes related to the construction of Discretionary Improvements
and restoration of open ball fields on the Licensed Premises.
5. MAINTENANCE AND REPAIRS.
5.1. Maintenance and Repairs by Licensee.
a. Licensee agrees to keep and maintain the Licensed Premises in a good, clean and
sanitary condition at all times. Licensee covenants and agrees that it will not make or
suffer any waste of the Licensed Premises. Licensee, at Licensee's sole cost and expense,
will make repairs necessary to prevent the deterioration in condition or value of the
Licensed Premises and an), improvements thereon. Licensee shall be responsible for all
damages caused by Licensee, its agents, servants, employees, contractors, subcontractors,
licensees, Volunteers, or invitees, and Licensee agrees to fully repair or otherwise cure all
such damages at Licensee's sole cost and expense.
b. Licensee agrees that all improvements, trade fixtures, fia•nishings, equipment and
other- personal property of every kind or description which may at any time be on the
Licensed Premises shall be at Licensee's sole risk or at the sole risk of those claiming under-
Licensee. Licensor shall not be liable for any damage to such property or loss suffered by
Licensee's business or business operations which may be caused by the bursting,
overflowing or leaking of sewer or steam pipes, fi-om water from any source whatsoever,or
from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, or from
causes of any other matter.
LICENSE AGRI 1_VIENT WITti EVERGREEN FOUNDATION 3 of I?
5.1 Compliance with ADA.
Licensee, at its sole cost and expense, agrees to keep and maintain the Licensed Premises in
full compliance at all times \vith the Americans with Disabilities Act of 1990. as amended
("ADA"). In addition. Licensee agrees that all improvements it makes at the Licensed premises
shall comply with all ADA requirements.
5.3. Inspections.
a. I_icensor shall have the right and privilege, thrOL►gh its officers, agents, servants or
employees., to inspect the Licensed Premises. Except in the event of an emergency.
Licensor shall conduct Such inspections during Licensee's ordinary business hours and
shall use its best efforts to provide Licensee at least two (2) 110111-S' notice prior to any
inspection.
b. If Licensor determines during an inspection of the Licensed Premises that Licensee
is responsible under this License for any maintenance or repairs, Licensor shall notify
Licensee in writing. Licensee agrees to begin SLICII maintenance or repair work diligently
within ten (10) calendar (lays following receipt of such notice and to then complete Such
maintenance or repair work within a reasonable time, considering the nature of the work to
be done. if I.icensce fails to begin the recommended maintenance or repairs Within SUCII
time or flails to complete the maintenance or repairs within a reasonable time. Licensor
may, in its discretion, perform such maintenance or repairs on behalf`ofLicensee. In this
event, Licensee will reimburse Licensor For the cost of the rnaintenanct., or repairs, and SUCh
rei►r►bLIT-SCLuent will be due immediately upon Written LCCILLest of Licensor.
C. During any inspection, Licensor may perform any obligations that Licensor is
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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.
d. l.icensce will permit the Licensor's Fire Marshal or his Or her authorized agents to
inspect the Licensed Premises and Licensee will comply with all requirements of the Fire
Marshal or his or lier authorized agents that are necessary to bring the Licensed Promise.,,,
into conipliance with the City of Fort Worth Fire Lode and Building Code provisions
regarding tire safety, as SLICII provisions exist or may liereafler be amended. Licensee shall
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maintain in proper condition accessible fire extinguishers of to number and type approved
by the Fire Marshal or his or her authorized agents for the particular hazard involved.
5.4. Environmental Remediation. Licensee aorces that it has inspected the Licensed I-)reniiscs
and is fully advised of'its own rights without reliance upon any representation made by Licensor
Concerning the environmental condition of the Licensed Premises. LICENSEE, AT ITS SOLE
COST AND EXPENSE, AGREES THAT ITSHALL BE FULLY RESPONSIBLE FOR THE
REMEDIATION OF OR ANY VIOLATION OF ANY APPLICABLY FEDERAL, STATE OR
LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY
LICENSEE, ]TV OFFICERS, VOLUNTEERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS,SUBCONTRACTORS OR INVITEES.
6. RIGHTS AND RESERVAnONS. Of LICENSOR.
IATNSF A01UTMEN M111 I IN•RORITN FOUNDATION 401,12
6.1. Licensor hereby m�uinsih� k,Uowin��=h$and ruser*ukxm:
u. Licensor reserves tile right to take any action h considers necessary to prevent
Licensee from credino of-permitting ho be erected ally building orother structure which, in
the opinion of Licensor, would limit dle oacb/|neyo of the Licensed Premises or diminish
tile capability o[use nf adjacent property owned bYLicensor.
6. Licensor reserves tile right \o develop and improve u6iaccn( property owned and
operated hy Licensor and any improvements thereon.
C. Licensee's riuh$ hereunder yhu|| be subject to all existing utility and drainage
casements and rights-of-way granted by Licensor for the installation, mointenuncc,
inspection, repair or removal offacilities owned or operated by electric, gou, wnter, sewer,
communication or other utility companies. Licensee's righty shall additionally he su|jco<
to all riuhts granted by any ordinance or statute which allows utility companies to use
publicly-owned property fordlc provision of utility set-vices.
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7.1. Lioonyco shall require dle Vn\ontcco to procure and maintain at all times, in full force and
effect, the following policies o[insurance: (i) statutory worker's compensation insurance for all of
the Volunteer's employees and all workmen oil the Licensed Premises performing umnskunion Of
Discretionary Improvements, (ii) commercial gencm| liability insurance. (iii) business uun`noubi|c
insurance. and (iv) builder's risk insurance. Tile commercial general liability insurance policy and
{hc uo{onnnhi|u liability insurance policy xhu|| be primary to all other insurance maintained by
Licensee or Licensor and eho|| be non-contributory; ehu|| contain an endorsement listing the
Licensor and Licensee usadditional insured (endorsement C62O |O |0O| and CG 2037 )O 01)
mch that coverage is provided to the additional insured pudicm for completed operations: and shall
be written for not less than the limits m[liability usfollows:
a. Commeircial General Liabifitv:
$1,000,000 each Occurrence,
$2.000,000 general u��rc�ai p�rpr�ect.
$i.00U,O0U product/completed operations aggregate: and
$l,008,000 personal and advertising injury.
b. Business Automobile Liabifitv:
$l,O00,000 combined single limit oil any vehicle.
72 Ceirtificates. As a condition precedent to the effectiveness of this License, Licensee uhuU
h/cnish Licensor with appropriate certificates Of insurance aiQncd by the respective insurance
companies as proof that the Volunteers have obtained the types and aniounts of insurance coverage
required herein. If any such policy yhoU expire before tile tcrzn of this License, Licensee shall
furnish to Licensor u nnowu| certificate Of insurance not less that) thirty (30) days prior to the
expiration o[any uunh insurance policy required hereunder.
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73. Additional Requirements.
a. All insurance companies providing coverage pursuant to the requirements of this
License Agreement shall have a minimum Best's Rating of A- and a Financial Size
Category listing of no lower than VII, both as provided by A.M. Best Company, Inc. upon
request by Licensor, Licensee shall deliver a copy of all such policies of insurance required
in this License Agreement.
b. The commercial general liability policy shall contain a contractual liability
endorsement and a products completed operations endorsement. The insurance policies
shall not include any of the following endorsements excluding or limiting coverage: (i)
contractual liability limitation, CG 21 39; (ii)amendment of insured contract definition.CG
24 26; (iii) exclusion— explosion, collapse and underground property damage hazard, CG
21 42 or CG 21 43; (iv) limitation of coverage to designated premises or project, CG 21 44
07 98; (v) exclusion—damage to wort: performed by subcontractors on your behalf,CG 22
94 or CG 22 95; (vi) any type of construction defect completed operations exclusion;
and/or(vii)any type of punitive, exemplary,or multiplied damages exclusion.
C. The worker's compensation policy shall contain a waiver of subrogation
endorsement in favor of Licensor and Licensee.
8. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Licensee shall operate as an independent contractor as to
all rights and privileges granted herein, and not as an agent, representative or employee of Licensor.
Licensee shall have the exclusive right to control the details of its operations and activities on the Licensed
Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Volunteers,contractors, subcontractors, patrons, licensees and invitees. Licensee acknowledges
that the doctrine of re,)ondecrt su/rerior shall not apply as between Licensor and Licensee, its officers,.
agents, Volunteers, employees, contractors and subcontractors. Licensee further agrees that nothing herein
shall be construed as the creation of a partnership or joint enterprise between Licensor and Licensee.
9. INDEMNIFICATION.
9.1. LICENSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH LICENSEE'S USE OF OR OPERATIONS ON THE LICENSED
PREMISES OR WITH THE MAINTENANCE, USE, OR OCCUPANCY OF THE LICENSED
PREMISES OR ANY IMPROVEMENTS THEREON BY LICENSEE, ITS OFFICERS,
AGENTS, EMPLOYEES, VOLUNTEERS, CONTRACTORS, SUBCONTRACTORS,
LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE SOLE
NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LICENSOR,
ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
9.2. LICENSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY,
HOLD HARMLESS AND DEFEND LICENSOR, ITS OFFICERS, AGENTS, SERVANTS,
REPRESENTATIVES,AND EMPLOYEES, FROM AND AGAINST ANYAND ALL CLAIMS,
DAMAGES, LOSSES,AND LAWSUITS, INCLUDING, BUT NOT LIMITED TO, PROPERTY
6 of 12
1]CE-NSE AGREt:i�IF.NT WITH EVERGREEN FOUNDATION
DAMAGE OR LOSS AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO,
DEATH, TO .ANY .AND ALL PERSONS, OF ANY KIND OR CHARACTER, fVIIETHER
REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH IRE' U sE,
NjAINTENANCE, OR OCCUPANCY OF THE LICENSED PRL'M1,sES OR ANY
IMPROVEMENTS CONSTRUCTED THEREON BY LICENSEE, ITS OFFICERS, AGENTS,
11OLt,TNTEERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR
INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE SOLE NEGLIGENCE,, GROSS
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LICENSOR, ITS OFFICERS
AGENTS, SERVANTS OR EMPLOYEES.
9.3 LICENSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LICENSOR
FOR ANY AND ALL INJURIES OR DAMAGES TO THE LICENSED PREMISES OR ANY
IMPROVEMENTS THEREON WHICH ARISE OUT OF OR IN CONNECTION WITH ANY
AND ALL ACTS OF LICENSEE, ITS OFFICERS, AGENTS, VOLUNTEERS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE
EXTENT CAUSED BY THE SOLE NEGLIGENCE, GROSS NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LICENSOR, 17S OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
10. DFFALJ1-j'ANf)TE JZM_INATION.
Ili addition to termination rights 111ts contained elsewhere in this License. Licensor shall have the right
to terminate this License as follows:
10.1. Breach 011•Default by Licensee. If Licensee commits any breach or default, Licensor
shall deliver written notice to Licensee specifying the nature Of Rich breach or default. Licensee
shall have ten (10) calendar days 1`61IOXVill() 5LIC11 written notice to cure file default or breach. If
Licensee fails to cure the breach or default Within SLICII tine period, Licensor shall have the right to
terminate this License immediately; provided, however, t,icensor shall not have the right to
terminate this License if(i) Licensee's breach or default is of nature not reasonably capable of
being cured within tell (10) days, (ii) Licensee C0111111C11CCS to C111V such breach or default within the
I0-day period, and(iii) I.,icensee diligently pursues the Cure to completion.
10.2. Discontinuation or Failure to Complete Construction of Discretionar•y Improvements.
a. Subject to Force MaJeure Events. if licensee fails to complete construction of the
Discretionary Improvements in accordance with the approved plans and specifications
within the Primary"Ferny or the Renewal Terms. Licensee shall be in default ofthe License,
absent III[ItLially agreed-upon written waiver ofthis time requirement.
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b. Licensor reserves all other rights and remedies available to it whether expressly
stated or not,
10.3. Rights of Licensor LJt)on Termination or_Fx�)iration. Upon termination or expiration of
this License, title to all improvements oil the Licensed I)remises, illChiding the Discretionary
Improvements, and all fixtures and other items attached to any structure Oil the Licensed Premises
shall pass to Licensor. In addition, all rights, powers and privileges granted to Licensee hereunder
shall cease and Licensee shall vacate the Licensed Premises. Within twenty (20) calendar days
following the effective date of termination or expiration, Licensee shall •ell)OVe front the Licensed
Premises all trade fixtures, tools, machinery, e(]LliplllCllt, materials and supplies placed oil the
LICTNSE AOR I:I IMEN F 40 I'l I I:VERGRITIN 1:0[!NIXVI ION 7 ol-12
Licensed Premises by Uconeco pursuant 0othis License. After such hnoc, Licensor shall have the
right ootake Uu|| possession ofthe Licensed 9rcmiscs by force if necessary, and to remove any and
all parties and property remaining oil any part ofthe Licensed Yocmiyca. Licensee agrees that it will
assert no o|oim of any kind ug4ins\ Lioonnor, its agents, servants, employees or representatives.
which may stern 6nnoLicunmor`o assertion ofits rights tinder this Section 10.3.
1�^
NOTICES.
Notices required pursuant to the provisions of this License shall be conclusively determined to ]lave
been delivered when (i) hand-delivered k`the other party, its ugents, emp|oyccy, servants orrepresentatives,
or(ii)deposited in the United States Mail, postage prepaid, addressed as follows:
T0 LICENSOR:
City of Fort Worth
Attn: Director
Parks and Community Set-vices Department
4Z00 South Freeway, Suite 22OU
Fort Worth,Texas 76il5
With u copy to:
City o[Fort Worth
Attn: City Attorney
1000Thvoukmortmn
Fort Worth, T% 76lO2
TO LICENSEE:
Evergreen Foundation
Attn: Cindy Code
X5O0 Station Street. Suite 23U
Mentor,DB4406
12. LIENS BY LICENSEE.
L,icensou will not cause orpcnnitany |iooio6c6|cdu�uiost the Licensed Pn:nnioosorin<onc� inthe
property of Licensor. If any such purported lien is filed, Licensee, at its sole cost and czpcnyc, shall
liquidate and discharge the yumc within ninety, (90) calendar days of such filing. Licensee's failure to
discharge any such purported lien Within Such 90-day period shall Constitute ubreach of this License and
Licensor may terminate this License upon thirty (30) calendar days' written notice. However. Licensee's
6nundal ohli-ation to Licensor to liquidate and discharge such lien shall continue in effect following
ocnninuzion of(kis License and ond/ such o time aathe lien is discharged.
13. TAXES AND ASSESSMENTS.
Licensee uonccsto pay any and all federal, state or local taxcu, or assessments which mxy |uwfu||y
be levied against Licensee due to Licensee's use or occupancy of the Licensed Premises or any
improvements or property placed oil the Licensed Premises by Licensee as a result of its occupancy.
ucswseAuxecwswTmTn EVERGREEN roumoxT/mv 8^//z
14. COMPLIANCE WITH LAWS ORDINANCES,RULES AND REGULATIONS.
14.1 Licensee covenants and agrees that it shall not engage in any unlawfill use of the Licensed
Premises. Licensee further agrees that it shall not permit its officers, agents, servants. Volunteers,
employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use
of the Licensed Premises and Licensee immediately shall 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 License.
14.2 Licensee agrees to comply and ensure compliance with all federal, state and local laws, all
ordinances, rules and regulations of Licensor; and all rules and regulations adopted by the City
Council pertaining to the Licensed Premises. If Licensor 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 immediately desist from and correct the violation.
15. NON-DISCRIMINATION COVENANT.
15.1 Licensee, for itself, its successors in interest and assigns, as part of the consideration herein,
agrees as a covenant running With the land that no person shall be excluded from participation in or
denied the benefits of Licensee's use of the Licensed Premises on the basis of race, color. national
origin, religion, handicap, sex, sexual orientation, familial status, gender identity, gender
expression, or transgender. Licensee further agrees for itself, its successors in interest and assigns
that no person shall be excluded from the provision of any services on or in the construction of any
improvements or alterations to the Licensed Premises on grounds of race, color, national origin,
religion, handicap, sex, sexual orientation, familial status, gender identity, bender expression, or.
transgender.
15.2 IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-
DISCRIMINATION COVENANT BY LICENSEE, ITS SUCCESSORS IN INTEREST OR
ASSIGNS, LICENSEE AGREES TO INDEMNIFY LICENSOR AND HOLD LICENSOR
HARMLESS.
16. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this License. Licensor does not waive or surrender
any of its governmental powers or immunities.
17. NO WAIVER.
The failure of Licensor to insist upon the performance of any term or provision of this License or to
exercise any right granted herein shall not constitute a waiver of Licensor's right to insist upon appropriate
performance or to assert any such right on any future occasion.
18. 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
License or of Licensee's operations on the Licensed Premises, 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 License shall be construed in accordance with the laws of the State of Texas.
LICENSE AGREEMENT WITI I EVERGREEN FOUNDATION 9 of 12
19. ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this License and either party
should retain attorneys or incur other expenses for the collection of rent, fees or charges, or the enforcement
of performance or observances of any covenant, obligation or agreement, Licensor and Licensee agree that
each party shall be responsible for its own attorneys' fees.
20. SEVERABILITY.
If any provision of this License shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
21. FORCE MAJEURE.
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
an}F court, board, department, commission, or agency of the United States or of any state; declaration of a
state of disaster or emergency by the federal, state, county, or City government in accordance with
applicable law. issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States
Department of Homeland Security or any equivalent alert system that may be instituted by any agency of the
United States; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the
party's reasonable control (collectively, -Force Majeure Event"), the obligations so affected by such Force
Majeure Event will be suspended only during the continuance of such Event. If a Force Majeure Event
occurs, Licensor may, in its sole discretion, close or postpone the opening of its community centers, parks,
or other City of Fort Worth-owned and operated properties and facilities in the interest of public safety and
operate them as Licensor sees fit. Licensee hereby waives any claims it may have against Licensor for
damages resulting from any such Force Majeure Event.
22. HEADINGS NOT CONTROLLING.
Headings and titles used in this License are for reference purposes only and shall not be deemed a
part of this License.
23. ENTIRETY OF AGREEMENT; AMENDMENT.
This License, including any documents attached hereto or incorporated herein by reference,
contains the entire understanding and agreement between Licensor and Licensee, its assigns and successors
in interest, 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 provisions of this License. The terns and
conditions of this License shall not be amended unless agreed to in writing by both parties and, if necessary,
approved by the City Council of Licensor.
IN WITNESS WHEREOF,the parties hereto have executed this License in multiple counterparts,
this :, day of �> 2015.
I.ICFNSG A<iRt ENIIiN"F WI FI i I VI-RGREF N FOUNDATION 10 of 12
CITY OF FORT WORTH EVERGREEN FOUNDATION
By: w * By:
Susan Alanis
Assistant City Manager
�
APPROVED AS TO FORM AND LEGALITY:
By:
Tyl�t`Wallach
Assistant City Attorney --,
ATTEST*
G
Maryj,,] �°sep
City Sedetary R-,
No M&C required
LICENSE AGREEMENT WITH EVERGREEN FOUNDATION 11 of 12
CITY OIL FORT WORTH EVERGREEN FOUNDATION
ce�i
-----------
....-.------
Bv: _ .... - v —
4u4ttir� Alanis
Assistant City Manager '
APPROVED AS TO DORM AND LEGALITY:
Tyler Wallach
Assistant C'ily Attorney
Bv:_._._...._.._.—_____ .._.__..____.._......._..._..__._._._......___..____--
Mary,l. Kayser
City, Secretary
No Mt C'required
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LICENSED PREMISES
Exhibit
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