HomeMy WebLinkAboutContract 46672 CITY SECPZTAW p�P-1
cONTRACT NO.
SUPPPORT ORGANIZATION AGREEMENT
BETWEEN THE CITY OF FORT WORTH
AND FRIENDS OF TANDY HILLS NATURAL AREA, INC.
THIS SUPPORT ORGANIZATION 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, acting by and through its duly authorized Assistant City Manager ("City"), and
Friends Of Tandy Hills Natural Area, Inc. ("FOTHNA"), a nonprofit Texas corporation, acting by
and through its duly authorized Director.
WHEREAS, the City owns 160 acres of property known as Tandy Hills Park and Natural
Area;
WHEREAS, FOTHNA supports the conservation and management of Tandy Hills Park
and Natural Area;
WHEREAS, FOTHNA sponsors events throughout the year to raise awareness of and
funds for Tandy Hills Park and Natural Area;
WHEREAS, the City and FOTHNA wish to enter into an agreement for support of Tandy
Hills Park and Natural Area; and
NOW, THEREFORE, the City and FOTHNA do hereby agree to the following terms
and conditions as set forth in the Agreement.
SECTION 1
PURPOSE OF AGREEMENT
1.01 The purpose of this Agreement is to formalize the relationship between and the duties of the
City as owner and manager of Tandy Hills Park and Natural Area, located at 3325 View Street, Fort
Worth, Texas 76103 (the "Premises") and FOTHNA as the coordinating support organization for
the Premises.
SECTION 2
TERM OF AGREEMENT
2.01 The Agreement is for a term of two years, effective beginning on the April 1, 2015 and
ending on March 31, 2017 ("Primary Term"). The Primary Term may be renewed by mutual
agreement between City and FOTHNA for two (2) successive two-year terms under the same
conditions and terms of this Agreement ("Renewal Term"). FOTHNA must advise the City in
writing of its intent to renew this Agreement at least 30 days, but no earlier than 90 days, prior to the
termination date of the Primary Term, or each Renewal Term, as applicable.
m SECTION 3 OFFICIAL RECORD
� RESPONSIBILITIES OF THE PARTIES CITY SECRETARY
m
n FT.WORTH,TX
rn 3.01 Responsibilities of FOTHNA
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a. FOTHNA will provide monetary and in-kind support for the Premises through
fundraising, including, but not limited to, solicitation of money and goods, and
Nthrough the making of in-kind improvements to the Premises with prior City
0
approval.
Support Organization Agreement with Friends Of Tandy Hills Natural Area,Inc.. 1 of 12
b. FOTHNA shall dedicate one hundred percent (100%) of the annual net proceeds
collected by FOTHNA on the Premises for future development, improvements and
sponsorship of fund raising events to benefit the Premises.
C. Prior to initiating any fundraising or solicitation efforts for the Premises, FOTHNA
shall provide the City with written notice to the Director of the Parks and
Community Services Department or that person's designee ("Director") at least
forty-five (45) days prior to the intended fundraising or solicitation event and secure
approval from the Director. FOTHNA shall obtain specific written approval from
City to use the City's logo in conjunction with FOTHNA's fundraising or solicitation
efforts and shall abide by all City rules, policies, and regulations concerning the use
of its logo. FOTHNA will coordinate with City staff in regard to any and all use of
the Premises for fundraising or solicitation purposes.
d. FOTHNA agrees that all net proceeds and in-kind materials or services donated for
the Premises will be targeted for use in support of the development of the Premises
m accordance with the City-approved master plan for the Premises or other City-
approved features on the Premises.
e. FOTHNA agrees that it will maintain accurate accounting of all funds and in-kind
donations collected. Such donations may not be used for anything other than the
intended purpose unless such alternative use has first been approved in writing by
the original donor(s). FOTHNA further agrees that fund records will be subject to
review by the City upon request.
f. If FOTHNA wishes to sell or market goods in the name of Tandy Hills Park and
Natural Area in support of the Premises, FOTHNA must first secure written
approval from the Director at least forty-five (45) days in advance. FOTHNA shall
obtain specific written approval from City to use the City's logo on any goods
FOTHNA wishes to sell or market and shall abide by all City rules, policies, and
regulations concerning the use of its logo. City shall retain all rights to ownership
and use of any registered or recorded brands, logos, trademarks, or variants thereof
that relate to the City or the Premises. FOTHNA shall retain all rights to ownership
and use of any registered or recorded brands, logos, trademarks, or variants thereof
that relate solely to the FOTHNA. The selling or solicitation of goods for sale and
the use of proceeds shall be in accordance with the provisions of this Agreement.
g. FOTHNA shall submit a copy of its completed tax Sling and a copy of its
organization's non-profit status not later than May 1" of each calendar year.
h. To the extent FOTHNA owns, maintains, or supports a website that is available to
the public and that relates to this Agreement, FOTHNA's use of the Premises, or
both, FOTHNA agrees that such website shall not include any content that
constitutes obscene or pornographic material; that in any way disparages the City of
Fort Worth (including, but not limited to, its officials, employees, or indicia thereof);
that depicts the City of Fort Worth in any manner or use that is or may claim to be
defamatory, untrue, or censorable in nature; that may bring harm to the heritage and
history of the City of Fort Worth; or that in any other manner is deemed
inappropriate. The determination of whether website content complies with the
requirements of this section shall he in the sole discretion of the Director. Any
website content that does not meet the requirement of this section shall be removed
on the earlier of. 1) discovery of such content or 2) receipt of notification that such
content is present. For purposes of this section, content of the website shall include
any banner ads or other advertisement material that is displayed in the website.
Support Organization agreement between CFW and Friends of Tandy Hills Natural Area 2 of 12
;. FOTHNA shall secure written permission from the Director prior to holding any
public events on the Premises. No later than January 1" of each year, FOTHNA shall
submit the proposed dates of events(s) to the Director for approval. Events not
submitted by January 1 shall be considered on a case-by-case basis and must be
submitted in writing to the Director for approval at least forty-five (45) days prior to
the first day of the scheduled event.
j. FOTHNA will be responsible for ensuring that the Premises is cleaned and returned
to an orderly condition following each public event FOTHNA holds.
3.02 Responsibilities of the City
a. The City will serve as the sole manager of the Premises. The City does not relinquish
the right to control or manage any portion of the Premises, nor does the City
relinquish the right to enforce all necessary and proper rules for the management and
operation of the same. FOTHNA understands that it has no right to control or
manage any portion of the Premises.
b. All decisions and actions related to the creation, alteration, and on-going
management of the Premises, including, but not limited to, the allocation and
deployment of resources for maintenance and development, will rest solely with the
City.
C. Funds for the basic operation of the Premises will be determined and allocated for
each fiscal year in conjunction with the City's budget process. If, for any reason, at
any time during any term of this Agreement, the Fort Worth City Council fails to
appropriate sufficient funds for the City to fulfill its obligations under this
Agreement, the City may terminate this Agreement to be effective on the later of (i)
thirty (30) days following delivery of written notice from the City to FOTHNA of
the City's intention to terminate or (ii) the last date for which Funding has been
appropriated by the City Council for the purposes set forth in the Agreement.
d. City shall solicit input from FOTHNA regarding the expenditure of the funds
donated by FOTHNA prior to the expenditure of such funds. However, nothing
herein relinquishes the City's right to expend funds donated by FOTHNA in a
manner ultimately determined by the City.
SECTION 4
TERMINATION/DISSOLUTION
4.01 This Agreement may be terminated by either party, with or without cause, by providing the
other party with written notice thirty (30) days prior to the intended termination date. On conclusion
of this Agreement, either by termination or expiration, FOTHNA shall transfer to the City funds,
materials, and/or proceeds donated to or acquired by FOTHNA for the Premises or may retain
such funds, materials, and proceeds for the benefit of the Premises. All funds, materials, and
proceeds transferred or retained under this provision shall be used on the Premises as specified in
Section 3.01 of this Agreement.
4.02 In the event FOTHNA dissolves or otherwise ceases to exist, all funds, materials, and
proceeds donated to or acquired by FOTHNA for the Premises shall be transferred to the City. All
funds, materials, and proceeds so transferred shall be used on the Premises as specified in Section
3.01 of this Agreement.
Support Organization Agreement between CFW and Friends of Tandy Hills Natural Area 3 of 12
SECTION 5
CHARITABLE IMMUNITY AND LIABILITY ACT
5.01 FOTHNA 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 suit or 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 seg., or other
applicable law, that FOTHNA hereby waives its right to assert or plead defensively any such
immunity from or limitation of suit or liability as against City.
SECTION 6
INDEPENDENT CONTRACTOR
6.01 It is expressly understood and agreed that FOTHNA shall operate as an independent entity
in each and every respect hereunder and not as an agent, representative, or employee of the City.
FOTHNA shall have the exclusive control and the exclusive right to control all details and day—to-
day operations and activities relative to fundraising for the Premises and shall be solely responsible
for the acts and omission of its officers, agent's servants, employees, contractors, subcontractors and
licensees. FOTHNA acknowledges that the doctrine of respondent superior shall not apply as
between the City and FOTHNA, its officers, agents, servants, employees, contractors,
subcontractors, and licenses. Nothing contained in this Agreement shall be construed as the creation
of a partnership or joint enterprise between the City and FOTHNA.
SECTION 7
COMPLIANCE WITH LAW;LICENSES, PERMITS AND TAXES; LIENS
7.01 FOTHNA and City shall comply with all federal, state and local laws, ordinances, rules and
regulations as well as with all regulations, restrictions, and requirements of the City's police, fire,
parks, code enforcement, and health departments applicable to the Premises now or hereafter in
effect.
7.02 FOTHNA will not engage in any unlawful use of the Premises or any other City property.
FOTHNA further agrees that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors, patrons or licensees to engage in any unlawful use of the Premises and
that FOTHNA shall immediately contact the proper authorities to remove from the Premises any
person engaging in such unlawful activities. Unlawful use of the Premises by FOTHNA itself shall
constitute a breach of this Agreement and may result in the Agreement's immediate termination.
7.03 With the exception of park rental fees, FOTHNA shall obtain and pay for all necessary
permits and licenses required by or from any governmental agency or entity in connection with the
use of the Premises or any other City property related to activities within the scope of this
Agreement. FOTHNA further agrees to pay for all taxes assessed or imposed by any governmental
entity in connection with the use of the Premises or any other City property related to activities
within the scope of the Agreement.
7.04 FOTHNA shall not do any act or make any contract that may be purported to create or be
the foundation of any lien on or any interest in the Premises. Any such act, contract, or lien
attempted to be created shall be void. Should any purported lien on the Premises be created or filed,
FOTHNA, at their sole expense, shall liquidate and discharge same within ten (10) days after notice
from City to do so.
Support Organization Agreement between CFW and Friends of Tandy Hills Natural Area 4 of 12
SECTION 8
RIGHT OF ENTRY
8.01 City does not relinquish the right to control the management of the Premises, or the right to
enforce all necessary and proper rules for the management and operations of the same. Members of
the City's police, fire, parks, code enforcement, health, and other designated departments shall have
the right at any time to enter any portion of the Premises (without causing or constituting a
termination of the Agreement or an interference of the use of the Premises by FOTHNA) for the
purpose of inspecting and maintaining the same and performing any and all activities necessary for
the proper conduct and operation of public property. At no time shall the exercise of this right or
performance of these functions authorize or empower City personnel to direct the activities if
FOTHNA or assume liability for FOTHNA's activities.
SECTION 9
MAINTENANCE; REPAIR
9.01 FOTHNA covenants and agrees that it will not make or suffer any waste, unlawful,
improper, or offensive use of the Premises or any part thereof and shall comply with all federal,
state, and local laws, including all ordinances and regulations of the City and other governmental
agencies applicable to the Premises.
9.02 In the event any damage is done to the Premises or to any part of the fixtures, structures, or
natural environment of the Premises by any act of FOTHNA or of FOTHNA's employees, agents,
officers, volunteers, invitees, or licensees, FOTHNA shall pay the costs of repairing the Premises,
fixtures structures, or natural environment to the condition in which it existed immediately
preceding the occurrence of damage. The City will determine whether any damage had been done,
the amount of the damage, the reasonable costs of repairing the damage, and whether FOTHNA is
responsible under the terms of this Agreement.
9.03 If the City determines that damage is attributable to FOTHNA pursuant to section 9.02, the
City shall provide FOTHNA written notification of such damage. Within thirty (30) days of receipt
of the City's written notice, FOTHNA shall repair or replace the damaged portion of the Premises,
fixtures, structures, or natural environment to the reasonable satisfaction of the City.
SECTION 10
RIGHT TO AUDIT
10.01 FOTHNA 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 FOTHNA involving transactions relating to this Agreement. FOTHNA
agrees that the City shall have access during normal working hours to all necessary FOTHNA
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 FOTHNA reasonable advance notice
of intended audits.
10.02 FOTHNA 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 workspace in order to
conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor
reasonable advance notice of intended audits.
Support Organization Agreement between CFW and Friends of Tandy Hills Natural Area 5 of 12
SECTION 11
INDEMNIFICATION
11.01 FOTHNA AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY, AND
HOLD THE CITY, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, AND
EMPLOYEES HARMLESS FROM AND AGAINST ANYAND ALL CLAIMS, LAWSUITS,
ACTIONS, COSTS,AND EXPENSES OFANY AIND, INCLUDING, BUT NOT LIMITED
TO, THOSE FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY,
INCLUDING, BUT NOT LIMITED TO, DEATH, THAT MAY RELATE TO,ARISE OUT
OF OR BE OCCASIONED BY(i) FOTHNA'S BREACH OF ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT OR (")ANY ACTS, ERRORS, OR OMISSION OR
INTENTIONAL MISCONDUCT OF FOTHNA, ITS OFFICERS, AGENTS, ASSOCIATES,
EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), VOLUNTEERS,
INVITEES, OR SUBCONTRACTORS, RELATED TO THE PERFORMANCE OF THIS
AGREEMENT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH SHALL NOTAPPLY TO ANYLIABILITYRESULTING FROM THE SOLE
NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR
SEPARATE CONTRACTORS AND IN THE EVENT OF JOINT AND CONCURRENT
NEGLIGENCE OF BOTH FOTHNA AND CITY, RESPONSIBILITY, IF ANY, SHALL BE
APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF
THE CITY'S GOVERNMENTAL IMMUNITYAS FUTHER PROVIDED BYIN THE LAWS
OFTEXAS.
11.02 FOTHNA covenants and agrees that the City shall in no way nor under any circumstances
be responsible for any property belonging to the FOTHNA, its members, employees, agents,
contractors, subcontractors, invitees, licensees, volunteers, or trespassers, that may be stolen,
destroyed, or in any way damaged, and FOTHNA hereby INDEMNIFIES AND HOLDS
HARMLESS THE CITY FROM AND AGAINST ANY AND ALL SUCH CLAIMS. The
City does not guarantee police protection and will not be liable for any loss or damage sustained by
FOTHNA, its members, employees, agents, contractors, subcontractors, invitees, volunteers,
licensees, or trespassers on any of the premises.
11.03 This section shall survive the expiration or early termination of this Agreement.
SECTION 12
INSURANCE
12.01 FOTHNA shall not perform any of its responsibilities under this Agreement until it
has provided the insurance required herein, and the City has approved such insurance. Nor
shall FOTHNA allow any subcontractor or subconsultant to enter the Premises until the
subcontractor or subconsultant has provided FOTHNA with insurance that names both the
City and FOTHNA as additional insureds and that meets the requirements specified herein.
In lieu of requiring subcontractor or subconsultants to acquire separate insurance,
FOTHNA may elect, in its sole discretion, to address any subcontractor or subconsultant as
an additional insured under its liability policies.
12.02 FOTHNA shall specifically obtain the following types of insurance at the following limits
and subject to the additional requirements listed below:
Support Organization Agreement between CFW and Friends of Tandy Hills Natural Area 6 of 12
a. Commercial General Liability (required throughout term of Agreement and any renewals
thereon:
$500,000.00 Each Occurrence
$500,000.00 Aggregate
Documentation of commercial general liability insurance shall be provided to the City prior
to the performing any responsibilities under this Agreement.
b. Wuor Liability (required for all events hosted by the FOTHNA on the Premises at which
liquor {beer and wine only}is to be sold, served, provided, or allowed to be consumed):
$1,000,000.00
FOTHNA shall notify the Director in writing at least ten (10) business 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 Director at least five (5)
business days prior to the date of the event.
c. Automobile Insurance: (required throughout term of Agreement and any renewals thereof):
$1,000,000.00 each accident on a combined single limit basis
Automobile liability insurance must provide coverage for "any auto," which is defined to
include all autos owned, hired, and non-owned for driving in connection with business
activities by, for, or on behalf of FOTHNA.
12.03 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, addressed to the
attention of Park Superintendent, Parks and Community Services Department, 4200
South Freeway, Suite 2200 Fort Worth,TY 76115.
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. FOTHNA and its subcontractors shall comply with such requests or
revisions as a condition precedent to the effectiveness of the Agreement.
c. The City and its officers, representatives, agents, employees, and servants shall be
endorsed as an additional insured on all insurance policies required under this agreement.
Exception: the additional insured requirement does not apply to Workers'
Compensation policies.
d. All insurance policies required under this agreement shall be endorsed with a waiver of
subrogation providing rights of recovery in favor of the City.
e. FOTHNA's (agent) insurance policies shall each be endorsed to provide that such
insurance is primary protection and that any self-funded or commercial coverage
maintained by City shall not be called upon to contribute to loss recovery.
f. On the request of City, FOTHNA shall provide complete copies of all insurance policies
required by the Agreement. Current and revised certificates of insurance shall be
delivered to the Director, 4200 South Freeway, Suite 2200 Fort Worth,TY 76115 with a
copy to Parks Superintendent, at the Parks and Community Services Department office.
Support Organization Agreement between CFW and Friends of Tandy Hills Natural Area 7 of 12
g. Any failure on part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement specified herein.
h. Insurers must be authorized to do business in the State of Texas and have a current A.
M. Best rating of B: VII or equivalent measure of financial strength and solvency.
i. Deductible limits, or self-funded retention limits, on each policy must not exceed
$10,000.00 per occurrence unless otherwise approved by the City.
J. 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 FOTHNA must obtain City's written approval.
k. City shall not be responsible for the direct payment of insurance premium costs for
FOTHNA's insurance. FOTHNA may be required to provide proof of insurance
premium payments.
1. During any terms of the Agreement, FOTHNA shall report to the Risk Management
Division in a timely manner any loss occurrence that could give rise to a liability claim to
lawsuit or that could result in a property loss.
SECTION 13
NONDISCRIMINATION; DISABILITIES
13.01 FOTHNA, for itself, it 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 FOTHNA's use of the Premises on the basis of race, age, color, national origin, ethnicity,
religion, handicap, gender, sexual orientation, transgender, gender identity, gender expression, or
familial status, or any other class of individuals protected by law. FOTHNA further agrees for itself,
its personal representatives, successor's in interest, and assigns that no person shall be excluded
from the provision of any services on the Premises on grounds of race, age, color, national origin,
ethnicity, religion, handicap, gender, sexual orientation, familial status, or any other class of
individuals protected by law.
SECTION 14
FORCE MAJEURE
14.01 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 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, 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. FOTHNA herby waives any and all claims it may have against the City for damages
resulting from any such Force Majeure Event.
Support Organization Agreement between CFW and Friends of Tandy Hills Natural Area 8 of 12
SECTION 15
ASSIGNMENT
15.01 FOTHNA shall not assign this Agreement not suffer any use of the Premises other than
herein specified, without the written consent of City. If assigned per the written consent of City,
FOTHNA agrees to ensure that any assignee will comply with all terms, provisions, covenants, and
conditions of the Agreement. Assignment of this Agreement shall not relieve FOTHNA from any
of its obligations under this Agreement.
SECTION 16
NOTICES
16.01 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 on party may
from time to time notify the other in writing. Any notice so given shall be deemed to have received
when deposited in the United States mail so addressed with postage prepaid:
CA3L- FOTHNA:
City of Fort Worth Friends of Tandy Hills Natural Area
Parks and Community Services Director Attn: Don Young
4200 South Freeway, Suite 2200 P.O. Box 470041
Fort Worth,Texas 76115 Fort Worth,Texas 76147
With copy to:
City of Fort Worth
City Attorney
1000 Throckmorton Street
Fort Worth,Texas 76102
SECTION 17
SEVERABILITY,WAIVER AND SECTION HEADINGS
17.01 In the event any covenant, condition, or provision of this Agreement is held to be invalid by
any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall in
no way affect any other covenant, condition, or provision herein contained; provided, however, that
the invalidity of any such covenant, condition, or provision does not materially prejudice either
FOTHNA or City in connection with the rights and obligations contained in the valid covenants,
conditions, or provisions of this Agreement.
17.02 The failure of City to insist on the performance of any term or provision of this Agreement
or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any
extent to City's ability to assert or rely on any such term or right on any future occasions.The waiver
by the City of any default or breach of a term, covenant, or condition of this Agreement shall not be
deemed to be a waiver of any other breach of that term, covenant, or condition or of any other
term, covenant, or condition of this Agreement,regardless of when the breach occurred.
17.03 The section headings contained herein are solely for convenience in reference and are not
intended to define or limit the scope of any provision of this Agreement.
Support Organization!Agreement between CFW and Friends of Tandy Hills Natural Area 9 of 12
SECTION 18
ENTIRE UNDERSTANDING; MODIFICATION; CONSTRUCTION
18.01 This written instrument (including all attachments, schedules, and exhibits attached hereto)
constitutes the entire understanding of the parties concerning City's and FOTHNA roles and
obligations in regard to this Agreement. Any prior or contemporaneous oral or written agreement
that purports to vary from the terms hereto shall be void.
18.02 Amendments to this Agreement or to any attachment, schedule, or exhibit attached hereto
may be proposed by either party and shall take effect on written approval by both parties.
18.03 This Agreement shall be binding on and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, legal representatives, successors, and properly authorized
assigns.
18.04 The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed and
revised this Agreement and that the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party must not be employed in the interpretation of this
Agreement or any amendments or exhibits hereto.
SECTION 19
CHOICE OF LAW; VENUE
19.01 This Agreement shall be governed by and construed in accordance with the laws of the State
of Texas.
19.02 If any action,whether real or asserted, at law or in equity, arises on the basis of any provision
of the Agreement, venue for such action shall lie the state courts located in Tarrant County, Texas
or the United States District Court for the Northern District of Texas—Fort Worth Division.
SECTION 20
EXECUTION
20.01 By executing this Agreement, FOTHNA's agent affirms that he or she is authorized by
FOTHNA to execute this Agreement and that all representations made herein with regard to
FOTHNA's identity, address, and legal status are true and correct.
IN WITNESS WHEREOF, theparties hereto have executed this Agreement in multiples in Fort
Worth,Tarrant County, Texas, this P day of , 2015.
THE CITY OF FORT WORTH FRIENDS OF TANDY HILLS
NATURAL AREA, INC.
By: By:
,Oe Susan Alanis n Young
Assistant City Manager Director
Support Organization Agreement between CFW and Friends of Tandy Hills Natural Area 10 of 12
APPROVED AS TO FORM
AND LEGALITY:
Tyler F. ach
Assistant City Attorney
ATTEST: *ORr
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City Secretary $°°�„ ,aa��
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No M&C REQUIRED
Support Organization Agreement between CFW and Friends of Tandy Hills Natural Area 11 of 12
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