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HomeMy WebLinkAboutContract 39920 (3)CITY RECARY LICENSE AGREEMENT COfV ACT STATE OF TEXAS § COUNTY ®F TARRANT § THIS LICENSE AGREEMENT ("Agreement") is made and entered into by and between the City of Fort Worth, Texas, a home rule municipal corporation of the State of Texas (the "City"), acting by and through its duly authorized Assistant City Manager, and the Friends of the Fort Worth Nature Center and Refuge, Inc., a legally constituted non-profit entity (hereinafter referred to as the "Friends"), acting by and through its duly authorized President. RECITALS WHEREAS, on November 20, 1984, the Fort Worth City Council approved M&C C- 8732, which authorized the City Manager to enter into a contract with the Friends for the operation of a gift shop at the Hardwicke Interpretive Center of the Fort Worth Nature Center & Refuge ("FWNC&R" or "Park") for the benefit of the FWNC&R; and WHEREAS, on December 21, 1984, pursuant to the authority granted by M&C C- 8732, the City and the Friends entered into a Concessionaire Agreement, the same being City Secretary Contract No. 14164; and WHEREAS, on December 12, 1995, the Fort Worth City Council approved M&C C- 15819, which authorized the City Manager to execute an agreement with the Friends regarding management of the bison collection; and WHEREAS, on February 21, 1996, the City and the Friends entered into an Animal Transfer and Trust Agreement, the same being City Secretary Contract No. 21669; and WHEREAS, for almost a quarter century, the parties have maintained a successful relationship that benefits the FWNC&R; and WHEREAS, the parties wish to enter into a new agreement to update and replace Contract No. 14164 in order to ensure the continuation of this beneficial relationship. NOW THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows. SECTION 1. PURPOSE 1.01 It is understood and agreed that the sole purpose of this Agreement is to provide the best practicable atmosphere and operation of the Fort Worth Nature Center and Refuge for the benefit of the public while preserving the non-commercial atmosphere of the FWNC&R. OFFICIAL RECORD CITY SECRETARY T. WORTH, TX SECTION 2. USE OF FWNC&R BY FRIENDS 2.01 For the purposes of this Agreement, the term "Director" shall refer to the Director of the City's Parks and Community Services Department and that individual's designees and shall include the Manager of the FWNC&R. 2.02 City grants the Friends anon -exclusive license and privilege to operate, as an independent contractor, a gift shop in a designated area of the Hardwicke Interpretive Center at the FWNC&R as represented in Exhibit 1. All items of merchandise to be sold and all prices to be charged shall be subject to the prior approval of the Director. 2.03 City further grants the Friends anon -exclusive right to sell merchandise or services throughout the FWNC&R with the prior written approval of the Director regarding the time, location, and type and prices of merchandise or services to be sold. 2.04 In addition, City grants the Friends, subject to the prior approval of the Director, permission to use the FWNC&R at no charge for purposes of conducting mission -oriented programs and events to benefit the Park. The Friends may, with the Director's prior approval, serve or sell beer, wine, or both at fundraising events at the FWNC&R, provided the Friends has obtained all permits and permissions required by law and met the requirements of this Agreement with respect to insurance. Under no circumstances may the Friends permit any alcohol other than beer or wine to be served or sold at the FWNC&R. 2.05 The Friends shall be responsible for ensuring purchase and maintenance of inventory for the gift shop and for ensuring the proper handling of all proceeds from fundraising and sales of merchandise or services, including maintaining account balances and records and making bank deposits. SECTION 3. TERM 3.01 The primary term of this Agreement shall be for a period of five (5) years commencing on the 13t day of October 2009, and ending on the 30th day of September 2014, unless terminated earlier as provided herein. 3.02 This Agreement may be renewed for two (2) consecutive, 5-year periods under the same terms and conditions. Such renewals shall occur automatically unless the Agreement has been terminated or either party gives notice at least sixty (60) days prior to the last day of the then -current term. SECTION 4. TERMINATION 4.01 Either party may terminate this Agreement, with or without cause, by providing thirty (30) days' written notice to the other party. License Agreement with the Friends of the Fort Worth Nature Center and Refuge, Inc. Page 2 of 14 SECTION 5. REVENUE DISTRIBUTION FROM FUNDRAISING ACTIVITIES Soul In accordance with its by-laws, the Friends covenants and agrees to hold net profits from all concession and fundraising activities (including, but not limited to, membership sales, )-rants, donations, gift shop revenues, and special events proceeds fees) for the benefit of the public and to deposit such money into a special fund to be used only for the operation, expansion, or improvement of the FWNC&R. 5.02 For purposes of this section, "net profits" shall be defined as the sum of all gross revenues minus reasonable costs associated with the operation of the Friends organization, including, but not limited to, costs associated with running the gift shop and conducting fundraising events and initiatives. SECTION 6. GIFT SHOP OPERATING HOURS 6.01 The Friends agrees to operate the gift shop during the regular operating hours of the Hardwicke Interpretive Center at the FWNC&R. 6.02 City staff of the FWNC&R shall be authorized to provide point -of -sale support in the absence of Friends volunteers. SECTION 7. NONODISCRIMINATION/ DISABILITIES 7.01 The Friends, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees that no person shall be excluded from participation in or denied the benefits of Friends' use of the FWNC&R on the basis of race, color, national origin, religion, handicap, gender, sexual orientation, or familial status. 7.02 The Friends further agrees for itself, its personal representatives, 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 FWNC&R on grounds of race, color, national origin, religion, handicap, gender, sexual orientation, or familial status. SECTION 8. RIGHT TO AUDIT 8.01 The Friends agrees that the City shall, until the expiration of three (3) years after expiration of this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Friends involving transactions relating to this Agreement. The Friends agrees that the City shall have access during normal working hours to all necessary Friends 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 the Friends reasonable advance notice of intended audits. License Agreement with the Friends of the Fort Worth Nature Center and Refuge, Inc. Page 3 of 14 8.02 The Friends further agrees to include in any subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after expiration or termination of the subcontract, have access to and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor involving transactions to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable advance notice of intended audits. SECTION 9. FWNC&R BISON HERD 9.01 The City will provide adequate pasture space at the FWNC&R at no charge for a private conservation bison herd, legal title to which is to be held by the Friends in trust for the public with the City of Fort Worth as the named beneficiary. 9.02 The Friends agrees to ensure that all costs associated with the care and management of the bison herd are paid, including, but not limited to, costs of feed, water, veterinary services, additional fencing, handling facilities, and acquisition and disposition of animals. 9.03 The City agrees to provide staff to assist with the daily care and management of the herd and to advise the Friends regarding management and care decisions, including acquisition and disposition of animals. 9.04 The City agrees to manage sale of surplus animals and pass net revenues generated through to the Friends. 9.05 The City shall maintain responsibility and liability with respect to City staff members assigned to care for the bison herd. 9.06 The obligations in this Section 9 are intended to supplement and clarify the requirements of City Secretary Contract 21669. To the extent any provision of this Agreement conflicts with Contract 21669, the terms of Contract 21669 shall control SECTION 10. CONSTRUCTION; IMPROVEMENTS; LICENSES 10.01 The Friends may provide for minor alterations to or restorations of existing facilities or structures at the FWNC&R with prior approval of the Director. 10.02 Prior to providing for design or construction of any new facilities or improvements at the FWNC&R, the Friends shall submit any proposal to the Parks and Community Services Department Advisory Board for review, comment and endorsement and to the Fort Worth City Council for approval in accordance with all laws, ordinances and city policies. Proposals for new facilities or improvements shall address funding of anticipated maintenance costs for any proposed new facility or improvement. License Agreement with the Friends of the Fort Worth Nature Center and Refuge, Inc. Page 4 of 14 10.03 All construction and improvement shall be performed in strict compliance with all applicable provisions of the Constitution and laws of the State of Texas and the Charter, ordinances, regulations, polices and directives of the City of Fort Worth. The Friends, its contractors and subcontractors, shall obtain all licenses and permits necessary for the construction of improvements to the FWNC&R. SECTION 11. OWNERSHIP OF CONSTRUCTED FACILITIES 11.01 The title to any buildings or improvements constructed at the FWNC&R under this Agreement shall at all times be vested in the City; provided; however, that with the consent of the City Council, title to newly constructed buildings may be retained by the Friends for the purposes of securing loans made for such construction, but title to all such buildings shall revert to and vest in City promptly upon the payment of such loan. City shall retain ownership of the buildings, fixtures and all attached furnishings. SECTION 12. LIENS 12.01 Unless otherwise specifically authorized by this Agreement, the Friends shall do no act nor make any contract that may create or be the foundation for any lien upon or interest in the FWNC&R or any other 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, the Friends, at its sole expense, shall liquidate and discharge same within ten (10) days after notice ftom City to do so; and should Friends fail to discharge same, such failure shall constitute a breach of contract. SECTION 13. SIGNAGE 13.01 Friends may, at its sole expense, with prior written approval of the Director, install signs in the areas where it operates a concession or occupies space within the FWNC&R to indicate its business or location. All signs must be in keeping with the general aesthetic background of the FWNC&R, and the size, type, color, location, materials used, manner of display, and subject matter must be specifically approved by the Director prior to installation. In the installation, maintenance, and/or removal of such signs, Friends will exercise reasonable care not to damage City buildings and/or property. SECTION 14. INDEPENDENT CONTRACTOR 14.01 It is expressly understood and agreed that Friends shall operate as an independent contractor in each and every respect hereunder and not as an agent, representative or employee of the City. Friends shall have the exclusive right to control all details and day-to-day License Agreement with the Friends of the Fort Worth Nature Center and Refuge, Inc. Page 5 of 14 operations relative to the activities under this Agreement and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Friends acknowledges that the doctrine of respondeat superior will not apply as between City and Friends, its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between City and Friends. 14.02 City and the Friends mutually agree that City, acting by and through its City Manager and Director, reserves the sole and exclusive right to exercise jurisdiction and control over all of the employees of the FWNC&R, excepting those volunteers and employees of the Friends. Save and except such persons, all persons employed in the FWNC&R shall be the employees of the City, and the Friends will not in any way directly supplement the salaries or compensation received by employees of the City. SECTION 15. PROPERTY LOSS, DAMAGE AND INJURY TO PERSONS 15.01 City and Friends mutually covenant and agree that City assumes no responsibility for any property placed on the Park and that City is hereby expressly released and discharged from any and all liability for any loss, injury, or damage to persons or property that may be sustained by use or occupancy of the Park. 15.02 Friends covenants and agrees that it shall take the Park and Hardwicke Interpretive Center as it finds them. Friends further covenants and agrees that it will leave the Park and Hardwicke Interpretive Center in as good or better condition than that which exists prior to the Friends' use of the Park and Center. The Friends covenants and agrees that Friends will not do, or permit to be done, any injury or damage to any of said Park or suffer any waste to the Park; but in the event any damage is done, Friends hereby covenants and agrees to repair any damage or reimburse City promptly for the value of any damage. Friends shall keep and maintain the Park and its assigned area in the Hardwicke Interpretive Center in a good, clean, and sanitary condition at all times. Friends shall be responsible for all damages caused by Friends, its agents, servants, employees, contractors, subcontractors, licensees, or invitees, and Friends agrees to fully repair or otherwise cure all such damages at Friends' 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 by the Friends or others incident to the exercise of privileges herein granted shall be repaired or replaced by Friends to the reasonable satisfaction of the City within thirty (30) days of receipt of written notification from the City. SECTION 16. ASSIGNMENT 16.01 Friends agrees that it shall not assign any rights or interests obtained under this Agreement, or any part thereof, without first obtaining written consent of the City. Any attempted assignment without the prior written consent of City shall be void. License Agreement with the Friends of the Fort Worth Nature Center and Refuge, Inc. Page 6 of 14 SECTION I . RIGHT OF ACCESS 17.01 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 FWNC&R during reasonable business hours for the purpose of examining and inspecting the same and determining whether Friends shall have complied with all of its obligations hereunder in respect to the use of the FWNC&R. 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. SECTION 18. COMPLIANCE WITH LAW 18.01 Friends covenants and agrees that it shall not engage in any unlawful use of the FWNC&R. Friends 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 FWNC&R, and Friends immediately shall remove from the FWNC&R any person engaging in such unlawful activities. Unlawful use of the FWNC&R by the Friends itself shall constitute an immediate breach of this Agreement. 18.02 Friends will comply with all federal, state and local laws, statutes and all ordinances, charter provisions, rules and regulations of City; including all rules, regulations, and/or requirements of the City of Fort Worth Police and Fire Departments; and any and all requirements specifically made by the City of Fort Worth Fire Marshal in connection with this Agreement. SECTION 19. INDEMNIFICATION 19.01 THE FRIENDS AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (1) THE FRIENDS' BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF THE FRIENDS, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), OR SUBCONTRACTORS, RELATED TO USE OF THE FWNC&R AND HARDWICKE INTERPRETIVE CENTER OR THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE License Agreement with the Friends of the Fort Worth Nature Center and Refuge, Inc. Page 7 of 14 SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH THE FRIENDS AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. SECTION 20. INSURANCE REQUIREMENTS 20.01 The Friends shall not commence work under this Agreement until it has obtained all insurance required herein, and the City has approved such insurance. Nor shall Friends allow any subcontractor or subconsultant to commence work on its subcontract until all similar insurance of the subcontractor or subconsultant has been so obtained and approved the City, provided, however, that Friends may elect to add any subcontractor or subconsultant as an additional insured under its liability policies. 20.02 During the term of this Agreement, Friends shall procure and maintain at all times indicated below, in full force and effect, a policy or policies of insurance that provide the specific coverage set forth herein as well as any additional coverage that a reasonable person would obtain to cover any and all other public risks related to Friends' performance of its obligations under this Agreement. Friends shall specifically obtain the following types of insurance at the following limits and subject to the additional requirements listed below a. Commercial General Liability (required throughout term of Agreement and any renewals thereof): $1,000,000.00 Each Occurrence $1,000,000.00 Aggregate b. Liquor Liability (required for all events hosted by the Friends at the FWNC&R at which liquor (beer and wine only) is to be sold, served, provided, or allowed to be consumed) $1005000.00 The Friends shall notify the City's Risk Manager in writing at least ten (10) working days prior to the scheduled event; such notice shall include the date, time and location of the event. Documentation of liquor liability insurance shall be provided to the City at least five business days prior to the date of the event. 20.03 All insurance required under this Agreement must comply with the following general requirements: a. Certificates of insurance shall be delivered to the City of Fort Worth prior to commencement of work, addressed to the attention of Sue Haupt, Risk Management, License Agreement with the Friends of the Fort Worth Nature Center and Refuge, Inc. Page 8 of 14 1000 Throckmorton Street, Fort Worth, Texas 76102 with a copy to Suzanne Tuttle, Manager, at the FWNC&R office. b. The City's Risk Manager shall have the right to review and evaluate all required insurance coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage. Friends and its subcontractors shall comply with such requests or revisions as a condition precedent to the effectiveness of this Agreement. c. Each insurance policy shall be endorsed to provide the City a minimum thirty (30) days' notice of cancellation, non -renewal, and/or material change in policy terms or coverage, provided, however, that a ten day notice shall be acceptable in the event of cancellation for non-payment of premium. d. The City, its officers, employees, and servants shall be endorsed as an additional insured on all insurance policies required under this Agreement. e. All insurance policies required under this Agreement shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. £ Consultant's insurance policies shall each be endorsed to provide that such insurance is primary protection and that any self4unded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. g. On the request of City, Consultant shall provide complete copies of all insurance policies required by this Agreement. Current and revised certificates of insurance shall be delivered to the Risk Management Division of the City of Fort Worth, 1000 Throckmorton Street, Fort Worth, Texas 76102 with a copy to Suzanne Tuttle, Manager, at the FWNC&R office. h. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. i. Insurers must be authorized to do business in the State of Texas and have a current A. M. Best rating of A VII or equivalent measure of financial strength and solvency. j. Deductible limits, or self4unded retention limits, on each policy must not exceed $10,000.00 per occurrence unless otherwise approved by the City. k. The City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups in lieu of traditional insurance. Prior to employing such alternative coverage, the Friends must obtain City's written approval. 1. City shall not be responsible for the direct payment of insurance premium costs for Consultant's insurance. Friends may be required to provide proof of insurance premium payments. m. During any term of this Agreement, Friends shall report to the Risk Management Division in a timely manner any loss occurrence that could give rise to a liability claim or lawsuit or that could result in a property loss. n. The Friends' liability shall not be limited to the specified amounts of insurance required herein License Agreement with the Friends of the Fort Worth Nature Center and Refuge, Inc. Page 9 of 14 SECTION 21. CHARITABLE ORGANIZATION 21.01 The Friends agrees that if it is a charitable organization, corporation, entity or individual enterprise having, claiming or entitled to any immunity, exemption (statutory or )therwise) 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, Tex. C.P.R.C., § 84.001 et seq., or other applicable law, that Friends hereby expressly waives its right to assert or plead defensively any such immunity or limitation of liability as against City. On or before May 1 of each year, the Friends shall provide the City with a copy of the IRS Form 990 or other document that the Friends submits to the Internal Revenue Service to maintain its status as a 501(c)(3) entity; such documentation shall be provided to the City at the address specified below under Notices. SECTION 22. NO WAIVER 22.01 The failure to insist upon strict performance of any of the covenants or agreements herein set forth or to declare 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 strict compliance by Friends with all the covenants and conditions. SECTION 23. FORCE MAJEURE 23.01 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 emergency by the federal, state, county, or City government in accordance with applicable law; 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 and any time period applicable to performance of such obligations shall be extended for a period of time equal to the duration of the Force Majeure Event.. SECTION 24. SECTION HEADINGS 24.01 The headings in this Agreement are inserted for reference only, and shall not define or limit the provisions hereof. License Agreement with the Friends of the Fort Worth Nature Center and Refuge, Inc. Page 10 of 14 SECTION 25. SEVERABILITY 25.01 In the event that any clause or provision of this Agreement shall be held to be invalid by any court or competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. SECTION 26. DISPOSITION OF ASSETS 26.01 In the event of termination, or upon dissolution of Friends, either voluntarily or involuntarily, all funds left in the Treasury and all other assets shall be expended in accordance with Friends By -Laws to benefit the FWNC&R. If the FWNC&R or a legally recognized successor does not exist, the funds and assets will be discharged in compliance with IRS regulations. SECTION 27. COMPLIANCE WITH COPYRIGHT LAW 27.01 The Friends 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 thereunder including, but not limited to, the assumption of any and all responsibilities for paying royalties which are due to the copyright owner or representative of said copyright owner for the use of copyrighted works in the Friends' performances or exhibitions. 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 Friends or its agents or licensees without the appropriate licenses or permission being secured by the Friends in advance. It is further agreed that Friends 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 Friends' 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 Friends. Friends understands that it is responsible for securing any and all licenses by artists/performers giving permission for the recordings. Friends is responsible for both reporting and payment of any music licensing fees that may be required by law. 27.02 The Friends understands and agrees that without the proper license obtained by Friends, 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. 27.03 If the Friends and City co-sponsor an event, compliance with Copyright Law will be the responsibility of City, under its existing license; however, Friends agrees to comply with the terms of City's current ASCAP and BMI contracts. License Agreement with the Friends of the Fort Worth Nature Center and Refuge, Inc. Page 11 of 14 SECTION 28. HOMELAND SECURITY 28.01 If the United States Department of Homeland Security issues a Level Orange or Level Red Alert, City, in its sole discretion, after consultation with Friends, may cancel or postpone any scheduled event in the interest of public safety. If City cancels the event, Friends will be entitled to a refund of any prior fees paid. SECTION 29. NOTICES 29.01 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 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 Parks and Community Services Department 4200 South Freeway, Suite 2200 Fort Worth, Texas 761154499 Friends Friends of the Fort Worth Nature Center and Refuge, Inc. 9601 Fossil Ridge Road Fort Worth, Texas 76135-9148 With a co�y to: Denis McElroy City Attorney's Office 1000 Throckmorton 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. SECTION 30. ENTIRE UNDERSTANDING 30.01 This Agreement expresses the entire understanding and all agreements of the parties hereto with each other, and neither party hereto has made or shall be bound by any agreement or any representation to the other party which is not expressly set forth in this Agreement save and except those obligations articulated in City Secretary Contract 21669. To the extent any provision of this Agreement conflicts with Contract 21669, the terms of Contract 21669 shall control License Agreement with the Friends of the Fort Worth Nature Center and Refuge, Inc. Page 12 of 14 SECTION 31. VENUE AND JURISDICTION 31.01 This Agreement shall be governed and construed according to the laws of the State of Texas. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, or attempted performance of this Agreement, venue for said action shall lie in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas - Fort Worth Division. SECTION 32. POWERS 32.01 It is understood that by execution of this Agreement, City does not waive or surrender any of its governmental powers. SECTION 33. AMENDMENT 33.01 This Agreement cannot be modified or amended without the written consent of all parties hereto, and said amendment attached and made a part of this Agreement. SECTION 34. EXECUTION 34.01 This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. IN WITNESS WHEREOF, the parties have executed this License Agreement in multiples, this J l✓ day of WM �,��✓ , 2010. T [SIGNATURES APPEAR ON FOLLOWING PAGE] License Agreement with the Friends of the Fort Worth Nature Center and Refuge, Inc. Page 13 of 14 CITY OF FORT W®RTH FRIENDS OF THE FORT WORTH NATURE CENTER AND REFUGE, INC. OFFICIAL RECORD' CITY SECRETARY FT. WORTH, TX License Agreement with the Friends of the Fort Worth Nature Center and Refuge, Inc. Page 14 of 14