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HomeMy WebLinkAboutContract 41977 (3)LICENSE AGREEMENT CITY SECRETARY �� CONTRACT Nth, THIS LICENSE AGREEMENT ("Agreement") is made and entered into by and between THE CITY OF FORT WORTH, a home -rule municipal corporation of the State of Texas ("City"), acting by and through its duly authorized Assistant City Manager, and ANIMAL HOSPITAL OF SOUTHWEST FT. WORTH, INC. ("Licensee"), a Texas corporation, acting by and through its duly authorized President and Owner. In this Agreement, City and Licensee are referred to individually as a "Party" and collectively as the "Parties." WHEREAS, the City issued a request for proposals seeking vendors interested in using the clinic facilities at the City -owned Chuck Silcox Animal Care and Control Center during the days on weekends for the purposes of providing turn -key operation of a reduced -cost veterinary services program to further the City's goals of promoting responsible pet ownership; and WHEREAS, Licensee's proposal was selected by the City; and WHEREAS, the City and Licensee wish to formalize the terms and conditions pursuant to which Licensee will license the use of the clinic facilities and provide such services. NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS 1. PURPOSE This Agreement is for the purpose of allowing the Licensee to use City -owned animal clinic facilities for purposes of operating a reduced -cost veterinary services program during the days on weekends. 2. PREMISES Subject to the terms and conditions of this Agreement, Licensee shall be entitled to use the clinic facilities at the Chuck Silcox Animal Care and Control Center, located at 4900 Martin Street, Fort Worth, Texas 76119 (the "Premises") between the hours of 8 A.M. and 5 P.M. Saturdays and Sundays during the Term of this Agreement to provide those services listed in Exhibit A. 3. TERM The primary term of this Agreement shall be for a period of one (1) year, commencing on , 2011, and ending on a - 30 -/ Z , 2012, unless terminated earlier in accordance with Section % Z . This Agreement may be renewed for two additional one-year periods by written mutual consent of the Parties. Licensee must provide City with written notice of its intent to renew this Agreement at least sixty (60) days prior to the ex • iration of the then -current Term. OFFICIAL RECORD CITY SECRETARY Ft WORTH, TX License Agreement with Animal Hospital of Southwest Ft. Worth, Inc. Page 1 of 14 4. CONSIDERATION Compensation to be provided to the City for use of the Premises by the Licensee shall consist of non -monetary consideration in the form of providing reduced -cost veterinary services to Fort Worth citizens in furtherance of the City's overall goal of promoting responsible pet ownership, it being the position of the City that healthy, properly vaccinated animals pose a reduced risk with respect to the spread of disease and are less likely to run away, be abandoned, or otherwise require the expenditure of City resources. The Parties agree that the consideration detailed above fairly compensate the City for the use of the Premises by the Licensee, and City acknowledges receipt and acceptance of this consideration. 5. CONDITIONS ON USE Use of Equipment; Supplies In connection with providing services to the public, the Licensee shall be permitted to use City - owned non -consumable equipment and supplies. Licensee shall observe standard surgical sanitary practices and shall return all City -owned equipment and supplies in a clean and functional manner to the equipment's designated location. The Licensee shall be required to provide, at its sole cost and expense, all necessary consumable supplies, including, but not limited to, gloves, gauze, surgical thread, needles, anesthetics, and other drugs. Pre -Scheduled Veterinary Procedures Licensee shall be permitted to use the Premises for the purposes of providing those veterinary procedures listed in Exhibit A, which is incorporated herein for all purposes as though it were set forth at length. Only services listed in Exhibit A may be provided. The Parties may periodically amend Exhibit A to allow for additional or different services to be provided; amendment of Exhibit A must be in writing and signed by both Parties in order to be valid. All services must be scheduled in advance. No walk-in appointments shall be accepted. Fee Schedule The intent of this Agreement is to provide individuals with low -to -moderate income access to quality veterinary care at a reduced cost. Within two weeks of execution of this Agreement, the Licensee shall provide the City's Code Compliance Department with a fee schedule indicating the total charges to be imposed for each of the services listed in Exhibit A. If Licensee wishes to increase a fee that is charged at the Premises, Licensee must submit written notice and a revised fee schedule to the Code Compliance Department at least thirty (30) days prior to the revised fee schedule becoming effective. License Agreement with Animal Hospital of Southwest Ft. Worth, Inc Page 2 of 14 Medical Releases Licensee shall not perform any operation on any animal at the Premises unless Licensee first obtains a signed medical release from the animal's custodian affirming that the individual: (i) is the owner of the animal in question, (ii) authorizes performance of all specifically identified medical procedures, and (iii) releases the Licensee and the City, and their respective officers, agents, servants, and employees from liability. Within two weeks of the date that this Agreement is executed, the Licensee shall provide the City with a copy of the release form to be used. Statistical Reporting On or before the fifth day of each month that this Agreement remains in effect, the Licensee shall submit to the City's Code Compliance Department a written report for the preceding month that documents (i) the number and type of procedures performed under this Agreement; (ii) the species of the subject animal; and (iii) the body weight classification of the subject animal. Qualifications and Demeanor Licensee shall ensure that all personnel operating at the Premises shall do so in compliance with all federal, state, and local laws, including, but not limited to, the Texas Occupations Code provisions governing veterinary services Licensee shall ensure that all personnel operating at the Premise maintain a professional and courteous demeanor and appearance and shall take all reasonably necessary disciplinary actions to ensure compliance If the event the City receives repeated complaints about any person acting on behalf of the Licensee, the City may request that Licensee cease to utilize that person in providing services at the Premises, and Licensee agrees to honor any such request. Parking Lots The Licensee shall have a non-exclusive license to use the parking lot located at the rear entrance to the clinic for employee, contractor, and patient parking. No other parking lot at the Premises is authorized for use by the Licensee, its employees, contractors, or patients If Licensee becomes aware of use of other parking, Licensee shall direct the individual(s) to relocate their vehicles to the designated lot. Restroom Facilities Employees and contract workers affiliated with the Licensee shall have use of the restroom facilities located in the lobby of the Chuck Silcox Animal Care and Control Center Licensee may not permit any member of the public use of or access to these restroom unless the Licensee (i) reasonably determines that a genuine emergency exists and (ii) sends an employee or agent to escort the member of the public and that employee or agent remains with the member of the public until he or she returns to the clinic. Licensee shall be responsible for any damage or theft that a member of the pubhc performs under these conditions. License Agreement with Animal Hospital of Southwest Ft. Worth, Inc. Page 3 of 14 Signage Between the hours of 7:00 a.m. and 5 00 p.m. on Saturdays and Sundays, the Licensee may attach one magnetic, removable sign to the rear clinic door indicating the presence of the reduced -cost clinical services. Such sign shall be removed promptly at 5:00 p.m. Communications and Promotions All of Licensee's communications with the public and promotional materials shall include the following language in bold typeface: `These Services are not affiliated with, endorsed, or sponsored by the City of Fort Worth or its employees or agents." In the event that any incident should occur involving an accident, altercation, or other event of note with respect to any member of the public and any of Licensee s employees or agents, the Licensee shall notify the Director of Code Compliance as soon as reasonably possible, but under no circumstances any later than twelve (12) hours after the incident Notice of the incident will include a brief summary of the same. Whether an event constitutes an event of note shall be determined by the Licensee in his or her reasonably prudent judgment In addition, both Parties shall make a concerted effort to keep each other reasonably apprized of any issue, development, or anticipated event that the Party believes, in exercise of its reasonably prudent judgment, might have an adverse impact of the other Party or otherwise be of interest or import. 6. ACCEPTANCE OF PREMISES The Licensee takes all portions of the Premises and all appurtenances in "AS IS" condition without any express or implied warranty on the part of the City. The Licensee accepts the Premises in their present conditions, finds them suitable for the purposes intended, and further acknowledges that it is thoroughly familiar with such conditions by reason of a personal inspection and does not rely on any representations by the City as to the conditions of the Premises or their suitability for the purposes intended. The Licensee accepts the Premises subject to any and all previously recorded easements that may have been granted on, along, over, under, or across said property, and releases the City from any and all damages, claims for damages, loss, or liabilities that may be caused to invitees, licensees, or trespassers by reason of the exercise of such rights or privileges granted in said easements. The Licensee s taking possession of the Premises shall be conclusive evidence that: (i) the Premises are suitable for the purposes and uses for which same are leased; and (ii) the Licensee waives any and all defects in and to the Premises and all appurtenances thereto. The City shall not be liable to the Licensee, its agents employees contractors, subcontractors, invitees, licensees, or guests for any damage to any person or property due to the acts or omissions on the Premises of the Licensee, its agents, employees, contractors, subcontractors, volunteers, or program participants unless such damage is caused by the gross negligence or willful misconduct of City or its agents, employees, separate contractors or subcontractors. License Agreement with Animal Hospital of Southwest Ft. Worth, Inc. Page 4 of 14 7. NO SERVICES Unless otherwise specified in this Agreement, the City shall not furnish the Licensee with any utilities, cleaning, hghting, security, fence, gate, or any other items or services for the Premises. 8. UTILITIES The Licensee shall be allowed to use the City's water, wastewater, and electricity in performing services pursuant to this Agreement. 9. NO WASTE OR UNDUE BURDEN The Licensee covenants and agrees that it will not make or suffer any waste or any unlawful, improper, or offensive use of the demised Premises or any part thereof and shall comply with all federal, state, and local laws, regulations, and ordinances that are applicable to the Premises. Licensee's operations and actions under this Agreement shall be accomplished so as not to place an undue burden on the present or future use of the Chuck Silcox Animal Care and Control Center by the City or the public If the City determines, in its sole discretion, that the Licensee's use places an undue burden on any portion of the Chuck Silcox Animal Care and Control Center, the Licensee shall, at its sole cost and expense, take all actions reasonably determined by the City to be in the public interest to remove or alleviate the burden 10. DUTIES OF PARTIES WITH RESPECT TO PREMISES AND CHUCK SILCOX ANIMAL CARE AND CONTROL CENTER Duty to Maintain The Licensee shall, at its sole cost and expense remove all refuse from the clinic at the end of each day of use under this Agreement and shall leave the clinic and all City -owned equipment and supplies in a safe, sightly, and physically good condition Duty to Repair Licensee shall promptly repair, at its sole expense, any damage to the Premises (including any damage to fixtures, structures, or the natural environment) or to any City -owned equipment or supplies that is caused in whole or in part by any act or omission of the Licensee or any of its employees, agents, officers, separate contractors, subcontractor, or anyone visiting the Premises upon the invitation of the Licensee. The City shall determine in its reasonable judgment whether any damage has been done, the amount of the damage, the reasonable costs of repairing the damage, and whether, under the terms of the Agreement, the Licensee is responsible. City shall provide Licensee with documentation of alleged damage and costs to repair such damage. License Agreement with Animal Hospital of Southwest Ft. Worth, Inc. Page 5 of 14 Duty to Protect Licensee shall not cause or permit another person to cause any damage to the Premises or City - owned property Licensee shall be solely responsible for any damage that may occur as a result of Licensee's action or inaction (where there is a duty to act) or the actions or inactions (where there is a duty to act) of another person acting on behalf of or on permission of the Licensee. Protection Against Nuisance Licensee shall not permit the existence of any nuisance on the Premises and shall keep the Premises in a clean and safe condition and free of any explosive, flammable, or combustible material that would increase the risk of fire Licensee shall not permit the accumulation of junk, debris, or other unsightly materials on the Premises. Maintenance of City Structures and Equipment At all times during any term of this Agreement, Licensee shall, at its sole cost and expense, keep and maintain in a sound, safe, and operable condition any structures or equipment owned by the City that Licensee is allowed to use in connection with this Agreement 11. RESERVATION OF RIGHTS BY CITY Licensee understands and agrees that the City shall continue to own the Premises in fee simple and shall retain all rights associated with the Premises not specifically granted under this Agreement. The City reserves to itself, its agents, assigns, and employees the right to enter the Premises at any time for the purpose of consulting with the Licensee; making inspection; maintaining and making repairs and improvements to City -owned property; and developing oil, gas or other mineral resources. In addition, the City does not relinquish the right to control the management of the Premises as a public facility or the right to enforce all necessary and proper rules for the management and operation of the same. Members of the City's police, fire, code compliance, 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 use or an interference of the use of the Premises by the Licensee) for the purpose of inspecting the Premise, maintaining City -owned property located therein, and performing any and all activities necessary for the proper conduct and operation of public property provided, however, that this right shall not authorize or empower City to direct the activities of the Licensee or cause the City to assume liability for Licensee's activities. 12. TERMINATION Either Party may terminate this Agreement at any time, with or without cause by providing the other Party with thirty (30) days written notice of termination. Such notice shall be deemed to have been received on the third day after it was deposited with the United States Postal Service, directed to the last known address of the other Party, with applicable postage charges prepaid. License Agreement with Animal Hospital of Southwest Ft. Worth, Inc. Page 6 of 14 13. INDEPENDENT CONTRACTOR Licensee shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City Licensee shall have exclusive control of and the exclusive right to control the details of Licensee's operations on the Premises performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, and subcontractors. The doctrine of respondeat superior shall not apply as between the City and Licensee, its officers, agents, servants, employees, or subcontractors. Nothing herein shall be construed as creating a partnership or joint enterprise between City and Licensee. It is expressly understood and agreed that no officer, agent, servants, employee, or subcontractor of Licensee is in the paid service of City. 14. LIABILITY AND INDEMNIFICATION THE LICENSEE SHALL ASSUME ALL RISK AND LLABILITY FOR ACCIDENTS AND DAMAGES THAT MAY OCCUR TO PERSONS OR PROPERTY DURING THE PROSECUTION OF WORK UNDER THIS AGREEMENT. LICENSEE SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY OF FORT WORTH, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, OR OTHER CLAIMS OF ANY CHARACTER, NAME, OR DESCRIPTION BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES RECEIVED OR SUSTAINED BY ANY PERSON, PERSONS, OR PROPERTY DUE TO ANY NEGLIGENT ACT, OMISSION, MALFEASANCE, CONDUCT, OR FAULT OF THE LICENSEE, OR OF ITS AGENT, EMPLOYEE, SERVANT, CONTRACTOR, SUBCONTRACTOR, OR SUPPLIER IN THE EXECUTION OF, OR PERFORMANCE UNDER, THIS AGREEMENT. LICENSEE INDEMNIFIES AND WILL INDEMNIFY AND HOLD HARMLESS THE CITY OF FORT WORTH FROM LIABILITY, CLAIM, OR DEMAND OF THE LICENSEE, ITS AGENTS, SERVANTS, CUSTOMERS, OR EMPLOYEES REGARDLESS OF WHETHER SUCH LLABILITY, CLAIM, OR DEMAND ARISES FROM AN EVENT OR CASUALTY HAPPENING OR WITHIN OR ON CITY PREMISES THEMSELVES OR HAPPENING ON OR IN THE HALLS, ELEVATORS, ENTRANCES: STAIRWAYS, OR APPROACHES TO CITY PREMISES. LICENSEE SHALL PAY ANY JUDGMENT WITH COSTS THAT MAY BE OBTAINED AGAINST THE CITY OF FORT WORTH GROWING OUT OF SUCH INJURY OR DAMAGES. IN ADDITION TO THE INDEMNIFICATION REQUIREMENT ABOVE, LICENSEE SHALL EXECUTE A STATEMENT RELEASING FORT WORTH FROM ANY LIABILITY FOR INJURY OR PROPERTY DAMAGE INCURRED DURING THIS AGREEMENT, UNLESS SUCH INJURY OR PROPERTY DAMAGE WAS THE RESULT OF INTENTIONAL CONDUCT COMMITTED BY AN EMPLOYEE OF THE CITY. FURTHER, ALL AGENTS, OFFICERS, SERVANTS, AND EMPLOYEES OF THE CONTRACTOR OR ANY SUBCONTRACTOR SHALL BE REQUIRED TO EXECUTE THE RELEASE PRIOR TO ENTERING INTO PERFORMANCE OF ANY WORK ASSOCIATED WITH THIS AGREEMENT. Licensee shall require all of its subcontractors to include in their subcontracts a release License Agreement with Animal Hospital of Southwest Ft. Worth, Inc. Page 7 of 14 and indemnity in favor of City in substantially the same form as above. This Section shall survive the expiration or termination of this Agreement 15. INSURANCE During the term of this Agreement, Licensee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance that provide the specific coverage set forth in this Section as well as any and all other public risks related to Licensee's performance of its obligations under this Agreement. Licensee shall specifically obtain the following types of insurance at the following limits: • Commercial General Liability: $500,000 per occurrence $1,000,00 annual aggregate e Providing blanket contractual liability insurance products and completed operations; independent contractor's liability; and coverage for property damage to City facilities. Worker's Compensation/Employer's Liability: Worker's compensation coverage and Employer's Liability: $100,000 Each Accident $500,000 Disease Policy limit $100,000 Disease Each Employee • Auto Liability: $250,000 Bodily Injury Per Person Each Accident $500,000 Bodily injury Each Accident $100,000 Property Damage; or $500,000 Combined Single Limit Each Accident • Veterinary Malpractice: If coverage is written on a claims -made basis, the retroactive date shall be coincident with or prior to the date of this Agreement. The certificate of insurance shall state that the coverage is claims -made and include the retroactive date. The insurance shall be maintained for the duration of the Agreement and for five (5) years following completion of service provided pursuant to the Agreement or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence coverage. Coverage shall be in the following amounts: (1) $1,000,000 per occurrence or claim (2) $2,000,000 aggregate • General Requirements Applicable to All Insurance: Licensee shall promptly provide the City with certificates of insurance that verify Licensee's compliance with the insurance requirements of this Agreement The City's Risk Manager shall have the right to review and evaluate Licensee's insurance License Agreement with Animal Hospital of Southwest Ft. Worth, Inc Page 8 of 14 coverage and to make reasonable requests or revisions pertaining to the types and limits of that coverage. Licensee shall comply with such requests or revisions as a condition precedent to the effectiveness of this Agreement. Policies shall be endorsed to provide the City of Fort Worth a thirty- (30) day notice of cancellation, material change in coverage, or non -renewal of coverage. Applicable policies shall also be endorsed to name the City of Foil Worth as an additional insured, as its interests may appear (ATIMA) The City, its officers, employees, and servants shall be endorsed as an additional insured on Licensee's insurance policies excepting employer's liability insurance coverage under Licensee's workers' compensation insurance policy. On the request of City, Licensee 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. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. 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. Deductible limits, or self -funded retention limits, on each policy must not exceed $10,000.00 per occurrence unless otherwise approved by the City. With the exception of workers compensation insurance, 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, Licensee must be obtain City's written approval. Workers' compensation insurance policy(s) covering employees of the Licensee shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. City shall not be responsible for the direct payment of insurance premium costs for Licensee's insurance Licensee's 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. During any term of this Agreement, Licensee 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 Licensee's liability shall not be limited to the specified amounts of insurance required herein. 16. ASSIGNMENT Licensee shall not assign or subcontract all or any part of its rights, privileges, or duties under License Agreement with Animal Hospital of Southwest Ft. Worth, Inc Page 9 of 14 this Agreement without the prior written consent of City. Any attempted assignment of subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement If City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Licensee under which the assignee agrees to be bound by the duties and obligations of Licensee under this Agreement The Licensee and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Licensee referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Licensee under this Agreement as such duties and obligations may apply. The Licensee shall provide the City with a fully executed copy of any such subcontract. 17. COMPLIANCE WITH LAW Licensee, its officers, agents, servants, employees and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Licensee any such violation on the part of Licensee or any of its officers, agents, servants, employees, or subcontractors, then Licensee shall immediately desist from and correct such violation. 18. NON-DISCRIMINATION In the execution, performance, or attempted performance of this Agreement, Licensee will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color, national origin, or sexual orientation, nor will Licensee permit its officers, agents, servants, employees, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter 17, Article III, Division 3, of the City Code of the City of Fort Worth (` Discrimination in Employment Practices"), and Licensee hereby covenants and agrees that Licensee, its officers, agents, employees, and subcontractors have fully complied with all provisions of same and that no employee or employee -applicant has been discriminated against by either Licensee, its officers, agents, employees, or subcontractors. 19. RIGHT TO AUDIT Licensee agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the Licensee involving transactions relating to this Agreement. Licensee agrees that the City shall have access during normal working hours to all necessary Licensee facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Licensee reasonable advance notice of intended audits. Licensee further agrees to include in all of its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving License Agreement with Animal Hospital of Southwest Ft. Worth, Inc. Page 10 of 14 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. This Section shall survive the expiration or termination of this Agreement. 20. FISCAL FUNDING In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments hereunder, City will notify Licensee of such occurrence, and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received. Such termination shall occur without penalty or expense to City of any kind whatsoever, except as to portions of earned compensation for which funds shall have been appropriated. 21. GOVERNING LAW; VENUE This Agreement will be governed by and construed in accordance with 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 he in Tarrant County, Texas. 22. NOTICES Notices to be provided hereunder shall be sufficient if forwarded to the other Party by hand - delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other Party shown below: Charles W. Daniels, Assistant City Manager City of Fort Worth 1000 Throckmorton St. Fort Worth, Texas 76102 (817) 392-8518 Michael L Morris, DVM, President Animal Hospital of Southwest Fort Worth 6716 South Hulen Street Fort Worth, TX 76133 (817) 292-8655 Such notice shall be deemed to have been received on the third day after it was deposited with the United States Postal Service, directed to the last known address of the other Party, with applicable postage charges prepaid. 23. NON -WAIVER The failure of either Party to insist upon 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 of City's or Licensee's right to assert or rely on any such term or right on any future occasion. 24. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION Licensee hereby warrants to the City that Licensee has made full disclosure in writing of any existing or potential conflicts of interest related to Licensee's provision of services on the License Agreement with Animal Hospital of Southwest Ft. Worth, Inc. Page 11 of 14 Premises under this Agreement In the event that any conflicts of interest arise after the execution of this Agreement, Licensee hereby agrees to make full disclosure to the City in writing immediately upon learning of such conflict. Licensee, for itself, its officers, agents, servants, employees, and subcontractors, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to any third party without the prior written approval of the City. 25. THIRD PARTIES Nothing in this Agreement shall be construed in any manner to create a cause of action for the benefit of any person not a party to this Agreement, or to create any rights not otherwise existing at law for the benefit of any person not a party to this Agreement. Nothing in this Agreement shall be deemed to constitute a waiver of any immunity or affirmative defense that may be asserted by Licensee or the City as to any claim of any third party. 26. REVIEW OF COUNSEL The Parties acknowledge that each Party and its counsel have had opportunity to review and revise this Agreement and that the normal rules of construction and interpretation to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or the exhibits or amendments hereto. 27. GOVERNMENTAL POWERS Both Parties agree and understand that the City does not waive or surrender any of its governmental powers by execution of this Agreement 28. SEVERABILITY If any provision of this Agreement is 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. 29. FORCE MAJEURE If either Party is unable, either in whole or part, to fulfill its obligations under this Agreement due to act of God; strike, lockout, or other industrial disturbance; act of public enemies; war blockade; insurrection; riot; epidemic; public health crisis; earthquake fire flood; restraint or prohibition 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. If the Premises or any portion thereof shall be destroyed or rendered unsafe for use or occupation by reason of a Force Majeure Event, the City may, in its reasonable discretion and after consulting with Licensee, terminate this Agreement effective immediately. Licensee hereby waives any claim against City for damages by reason of any such termination License Agreement with Animal Hospital of Southwest Ft. Worth, Inc. Page 12 of 14 30. HEADINGS NOT CONTROLLING Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 31. AMENDMENT No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the Parties hereto. 32. ENTIRE AGREEMENT This written instrument (together with any attachments, exhibits, and appendices) constitutes the entire understanding between the Parties concerning the use of the Premises for the purposes described herein, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. EXECUTED in multiple originals on this, the 1 day of v,0 CITY OF FORT WORTH, TEXAS harles W. Daniels Assistant City Manager Date Signed: 07 O$, // ATTEST: . ak? 0% Hendrix / / Aa ,,°o. ity Secretary APPROVED AS TO FORM LEG I �,I Y: tvu Denis' . McElro Assistant City ney No M&C Required s-c \ s V" .T gaito 0 p cy �� ;°"" ge r r n4. Ogg TNES S : oci fp / 0 t.,-,-4, cril g41 0 o id 1 -‘.. /*LI ,() i o o° "V 4 C�00�00C, _ 4/ 1/4% re X tkairC;e CORPORATE SEAL: , 2011. ANIMAL HOSPITAL OF SOUTHWEST FT. WORTH ichae L. Morr President and Or Date Signed: �, � VM 7(( OFFICIAL RECORD CITY SECRE'RnRX FT.WORTH, 'f+3 License Agreement with Animal Hospital of Southwest Ft. Worth, Inc. Page 13 of 14 Exhibit A Only the following veterinary services may be pursuant to the attached License Agreement Wellness Clinic Services Rabies Vaccinations Routine Canine Vaccinations Distemper, Hepatitis, Parainfluenza, and Parvovirus (DHPP) Bordetella Routine Feline Vaccinations Feline Viral Rhinotracheitis, Calicivirus, and Panleukopenia (FVRCP) Feline Leukemia Virus (FeLV) Wellness Bloodwork Heartworm Prevention Treatments Wellness Examinations Minor illness and injury treatments related to upper respiratory infections, suturing of minor wounds, and emergency treatments as deemed necessary for the survival of the animal. License Agreement with Animal Hospital of Southwest Ft. Worth, Inc Page 14 of 14