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HomeMy WebLinkAboutContract 59311CSC No. 59311 SUPPORT 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, 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 Texas nonprofit corporation, acting by and through its duly authorized representative. City and FOTHNA are herein referred to individually as a ("Party") and collectively as the ("Parties"). WHEREAS the City owns approximately 155.25 acres of property known as (i) Tandy Hills Park and Tandy Hills Nature Area, located at 3325 View Street, Fort Worth, Texas 76103; (ii) Stratford Park, located at 2220 Chelsea Road, Fort Worth, Texas 76103; and (iii) Stratford Nature Area, located at 3520 East Freeway, Fort Worth, Texas 76103; and WHEREAS FOTHNA has served as the coordinating support group for Tandy Hills Park and Tandy Hills Nature Area since April 1, 2009 pursuant to City Secretary Contract ("CSC") Numbers 40077, 40077-R1, 40077-R2, 46672, and 46672-R1; and WHEREAS FOTHNA supports the conservation and management of Tandy Hills Park and Tandy Hills Nature Area; and WHEREAS FOTHNA sponsors events throughout the year to raise awareness of and funds for Tandy Hills Park and Tandy Hills Nature Area; and WHEREAS in June of 2020, the City purchased Broadcast Hill, an approximately 50-acre open space property adjacent to Tandy Hills Natural Area; and WHEREAS City Secretary Contract Number 46672 expired on March 31, 2019, however, since that time, FOTHNA and the City have continued to operate as if the contract were in full force and effect; and WHEREAS the City and FOTHNA now wish to enter into a new agreement for FOTHNA's continued support of Tandy Hills Park, Tandy Hills Nature Area, Stratford Park, Stratford Park Nature Area, and the open space Broadcast Hill properties. NOW, THEREFORE, for and in consideration of the covenants and agreements set forth herein, the sufficiency of which is hereby acknowledged, the City and FOTHNA agree to the following terms and conditions: 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, Tandy Hills Nature Area, Stratford Park, Stratford Nature Area, and the Broadcast Hill open space, all located in Fort Worth, Texas 76103 (the Support Organization Agreement OFFICIAL RECORD Friends of Tandy Hills Natural Area, Inc. CITY SECRETARY Page 1 of 16 FT. WORTH, TX "Premises"), as depicted in Exhibit A, and FOTHNA as the coordinating support organization for the Premises. 1.02 Condition of the Premises. FOTHNA agrees that they have examined the Premises prior to the execution of this Agreement and is satisfied with the physical condition of the Premises. FOTHNA's taking possession of the Premises is conclusive evidence of its receipt of the Premises in a safe, sanitary, and good condition and repair, except for those conditions that FOTHNA provides City written notice of prior to the execution of this Agreement. FOTHNA AGREES THAT IT IS TAKING THE PREMISES IN ITS CURRENT "AS IS" CONDITION WITH NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE WHATSOEVER BY CITY. FOTHNA agrees that open space in the aforementioned areas are not prepared by the City for data research and collection, and may contain hazardous conditions that are obvious or latent defects that could result in injury to FOTHNA and program participants. FOTHNA assumes the risk of injury to FOTHNA and program participants for use of open space for FOTHNA's program. City makes no warranty that the Premises are suitable for FOTHNA intended use or program. 1.03 Any modifications to the Premises must be set forth in a written amendment to this Agreement. SECTION 2 TERM OF AGREEMENT 2.01 The Agreement is for a term of three years, effective beginning on the April 1, 2021 and ending on June 30, 2024 ("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 (each a "Renewal Term"). FOTHNA must advise the City in writing of its intent to renew this Agreement at least thirty (30) days, but no earlier than ninety (90) days, prior to the termination date of the Primary Term, or first Renewal Term, as applicable. SECTION 3 RESPONSIBILITIES OF THE PARTIES 3.01 Responsibilities of FOTHNA 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 through the making of in -kind improvements to the Premises with written prior City approval. b. FOTHNA will dedicate one hundred percent (100%) of the annual net proceeds collected by FOTHNA on the Premises for future development, improvements, and sponsorship of fundraising events to benefit the Premises. C. FOTHNA must secure written permission from the Director of the Park & Recreation Department ("PARD") or that person's authorized designee ("Director") prior to holding any events on the Premises, including, but not limited to, fundraising or solicitation events. No later than January Pt of each year, FOTHNA must submit the Support Organization Agreement Page 2 of 16 Friends of Tandy Hills Natural Area, Inc. proposed dates of events(s) to the Director for approval. Events not submitted by January 1 will 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. 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 supporting materials or services donated for the Premises will be targeted for use in support of the development of the Premises in accordance with the City -approved master plan(s) for the Premises or other City - approved features on the Premises. e. FOTHNA 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, Tandy Hills Nature Area, Stratford Park, Stratford Nature Area, or Broadcast Hill open space in support of the Premises, FOTHNA must first secure written approval from the Director at least forty-five (45) days in advance. g. FOTHNA must submit a copy of its completed tax filing and a copy of its organization's non-profit status not later than May V of each calendar year. h. To the extent FOTHNA owns, maintains, or supports a website and social media platforms that are available to the public and that relate to this Agreement, FOTHNA's use of the Premises, or both, FOTHNA agrees that such website will 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 lies in the sole discretion of the Director. Any website content that does not meet the requirement of this section must be removed on the earlier of. 1) discovery of such content; or 2) receipt of notification by FOTHNA from the Director that such content is present. For purposes of this section, content of the website includes any banner ads or other advertisement material that is displayed in the website. i. FOTHNA will be responsible for ensuring that the Premises is cleaned and returned to previous condition or better following each event held by FOTHNA. j. FOTHNA may not in any way, shape, form, or fashion, commit any actions that create the appearance of "quid pro quo" (e.g. the taking of funds from an organization so that the same organization avoids the payment process for reserving the park for events) Support Organization Agreement Page 3 of 16 Friends of Tandy Hills Natural Area, Inc. or other characteristics that will cause non-compliance with this Agreement or with any law, rule or City policy. k. FOTHNA will submit to PARR a report of the research conducted, if any, on an annual basis, no later than January 1st of each year. 1. FOTHNA will be responsible for ensuring that all volunteers complete the attached participant waiver, release and indemnification agreement, attached hereto as Exhibit B, and that the completed agreements are submitted to the City before the volunteers access the Premises. 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 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. 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. The City will 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 Council. e. The City may make inspections of the Premises to determine FOTHNA's compliance with this Agreement. In the event the City observes non-compliance, FOTHNA will be notified and given a period of time, not to exceed thirty (30) days from the date of notification by the City, to correct the problem. f. The City will meet with FOTHNA annually to discuss the terms and conditions of this Agreement. Any revisions to this Agreement must be accomplished through an amendment in accordance with Section 19. Support Organization Agreement Page 4 of 16 Friends of Tandy Hills Natural Area, Inc. 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 must immediately transfer to the City all funds, materials, and proceeds donated to or acquired by FOTHNA for the Premises. 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 must be transferred to the City. 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 seq., 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 operates as an independent entity in each and every respect hereunder and not as an agent, representative, or employee of the City. FOTHNA has 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 will 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 does not apply as between the City and FOTHNA, its officers, agents, servants, employees, contractors, subcontractors, and licenses. Nothing contained in this Agreement will 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 the City will 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 will not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, or licensees to engage in any unlawful use of the Premises. FOTHNA must 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 constitutes a breach of this Agreement and may result in the Agreement's immediate termination. Support Organization Agreement Page 5 of 16 Friends of Tandy Hills Natural Area, Inc. 7.03 With the exception of park rental fees, FOTHNA must 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 will 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 will be void. Should any purported lien on the Premises be created or filed, FOTHNA, at its sole expense, must liquidate and discharge same within ten (10) days after notice from the City to do so. SECTION 8 RIGHT OF ENTRY 8.01 The 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 retain 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 will the exercise of this right or performance of these functions authorize or empower City personnel to direct the activities of 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 will 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 will 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 will provide FOTHNA written notification of such damage. Within thirty (30) days of receipt of the City's written notice, FOTHNA will repair or replace the damaged portion of the Premises, fixtures, structures, or natural environment to the reasonable satisfaction of the City. Support Organization Agreement Page 6 of 16 Friends of Tandy Hills Natural Area, Inc. SECTION 10 RIGHT TO AUDIT 10.01 City will, 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 FOTHNA involving transactions relating to this Agreement. The City will have access during normal working hours to all necessary FOTHNA facilities and will be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City will give FOTHNA reasonable advance notice of intended audits. 10.02 FOTHNA will include in any subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City will, 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 the City will have access during normal working hours to all subcontractor facilities and will be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this paragraph. The City will give subcontractor reasonable advance notice of intended audits. SECTION 11 INDEMNIFICATION 11.01 FOTHNA AGREES TO AND DOES HEREBYDEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTYDAMAGE OR LOSS AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, THAT MAYRELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) FOTHNA'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, (it) FOTHNA'S USE OF THE PREMISES, OR (iii) ANY ACTS, ERRORS, OR OMISSION OR INTENTIONAL MISCONDUCT OF FOTHNA, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CIM, VOLUNTEERS, INVITEES, OR SUBCONTRACTORS, RELATED TO THE PERFORMANCE OF THIS AGREEMENT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH DOES NOT APPLY TO ANY LIABILITY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITYOR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORSAND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH FOTHNA AND THE CITY, RESPONSIBILITY, IF ANY, WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN WILL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FUTHER PROVIDED BYINTHELAKS OF TEXAS, 11.02 FOTHNA covenants and agrees that the City will, in no way nor under any circumstances, be responsible for any property belonging to 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 Support Organization Agreement Page 7 of 16 Friends of Tandy Hills Natural Area, Inc. 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 survives the expiration or early termination of this Agreement. SECTION 12 INSURANCE 12.01 The City will not require insurance under this Agreement unless the fulfillment of any obligations hereunder requires the use of the Premises for any event by FOTHNA, including, but not limited to, fundraising or other social events to support the Premises, or a contractor or riding equipment, which may include, without limitation, a riding lawnmower or chainsaw or bulldozer or a similar piece of riding equipment. If the fulfillment of any obligations requires the use of a contractor, then the contractor must have, at a minimum, insurance coverage as detailed below. Likewise, if FOTHNA desires to hold an event or use riding equipment to fulfill any obligation under this Agreement, then FOTHNA must have, at a minimum, insurance coverage as detailed below. Prior to holding any events on the Premises or commencing any work thereon, FOTHNA or its contractor (as applicable) must deliver to the City, certificates documenting this coverage. The City may elect to have FOTHNA or its contractor submit its entire policy for inspection. All insurance must be maintained through the term that such activities take place on the Area. a. Insurance Coverage and Limits: i. Commercial General Liability Insurance $1,000,000 each occurrence ii. $2,000,000 aggregate b. Automobile Liability Insurance: i. Coverage on vehicles involved in the work performed under this contract: $1,000,000 per accident on a combined single limit basis or: $500,000 bodily injury each person; $1,000,000 bodily injury each accident; and $250,000 property damage. ii. The named insured and employees of FOTHNA or its contractor will be covered under this policy. The City of Fort Worth must be named an Additional Insured, as its interests may appear. Liability for damage occurring while loading, unloading and transporting materials collected under the Agreement will be included under this policy. c. Worker's Compensation: i. Coverage A: statutory limits ii. Coverage B: $100,000 each accident iii. $500,000 disease -policy limit iv. $100,000 disease -each employee Support Organization Agreement Page 8 of 16 Friends of Tandy Hills Natural Area, Inc. d. Miscellaneous i. Applicable policies must be endorsed to name the City an Additional Insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers. ii. Certificate(s) of Insurance must document that insurance coverage specified herein are provided under applicable policies documented thereon. iii. Any failure on part of the City to request required insurance documentation does not constitute a waiver of the insurance requirements. iv. A minimum of thirty (30) days' notice of cancellation or material change in coverage must be provided to the City. A ten (10) days' notice will be acceptable in the event of non-payment of premium. Such terms will be endorsed onto FOTHNA's or its contractor's insurance policies. Notice must be sent as prescribed in Section 16 and to the Department of Human Resources - Risk Management Division, City of Fort Worth, 200 Texas Street, Fort Worth, Texas, 76102. v. Insurers for all policies must be authorized to do business in the state of Texas or be otherwise approved by the City; and, such insurers will be acceptable to the City in terms of their financial strength and solvency. vi. Deductible limits, or self -insured retentions, affecting insurance required herein will be acceptable to the City in its sole discretion; and, in lieu of traditional insurance, any alternative coverage maintained through insurance pools or risk retention groups also must be approved. Dedicated financial resources or Letters of Credit may also be acceptable to the City. vii. Applicable policies will each be endorsed with a waiver of subrogation in favor of the City. viii. The City is entitled, upon request and without incurring expense, to review FOTHNA's or its contractor's insurance policies including endorsements thereto and, at the City's discretion, FOTHNA or its contractor may be required to provide proof of insurance premium payments. ix. The Commercial General Liability insurance policy will have no exclusions by endorsements unless the City approves such exclusions. x. The City will not be responsible for the direct payment of any insurance premiums required by the contract. xi. All insurance required above will be written on an occurrence basis in order to be approved by the City. xii. If FOTHNA does not have employees or automobiles, it will not be required to obtain Auto Liability or Worker's Compensation insurance. 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 will 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 will be excluded from Support Organization Agreement Page 9 of 16 Friends of Tandy Hills Natural Area, Inc. 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 Parry 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; pandemics and 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. SECTION 15 ASSIGNMENT 15.01 FOTHNA will not assign this Agreement nor suffer any use of the Premises other than herein specified, without the written consent of the City. If assigned per the written consent of the City, FOTHNA will ensure that any assignee complies with all terms, provisions, covenants, and conditions of the Agreement. Assignment of this Agreement does 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 one Party may from time to time notify the other in writing. Any notice so given will be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: City: City of Fort Worth Park & Recreation Director 4200 South Freeway, Suite 2200 Fort Worth, Texas 76115 FOTHNA: Friends of Tandy Hills Natural Area, Inc. Attn: Henry (Don) D. Young, Jr. P.O. Box 470041 Fort Worth, Texas 76147 Support Organization Agreement Friends of Tandy Hills Natural Area, Inc. Page 10 of 16 With copies to: City of Fort Worth City Attorney 200 Texas Street Fort Worth, Texas 76102 and City of Fort Worth City Manager's Office 200 Texas 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 will 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 the City in connection with the rights and obligations contained in the valid covenants, conditions, or provisions of this Agreement. 17.02 The failure of the City to insist on the performance of any term or provision of this Agreement or to exercise any right herein conferred will not be construed as a waiver or relinquishment to any extent to the 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 will 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. 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 the 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 will be void. 18.02 Amendments to this Agreement or to any attachment, schedule, or exhibit attached hereto may be proposed by either Party and will take effect on written approval by both Parties. 18.03 This Agreement will 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. Support Organization Agreement Page 11 of 16 Friends of Tandy Hills Natural Area, Inc. 18.04 The Parties acknowledge that each Parry 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 Parry 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 will 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 lies within 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 IMMIGRATION NATIONALITY ACT 20.01 FOTHNA must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I- 9). Upon request by the City, FOTHNA will provide the City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. FOTHNA will adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any FOTHNA employee who is not legally eligible to perform such services. FOTHNA WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY FOTHNA, FOTHNA'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to FOTHNA, will have the right to immediately terminate this Agreement for violations of this provision by FOTHNA. SECTION 21 CITY LOGO 21.01 Any use of the City's logo must receive prior approval by the City in writing. By virtue of this Agreement, FOTHNA will only acquire the right to use the City's logo in accordance herewith. Neither FOTHNA nor any other person or entity may acquire any rights of ownership in the City's logo, which all rights shall remain exclusively with the City. FOTHNA agrees not to use or allow anyone else to use the City's logo in any manner that would reflect unfavorably on the good name, good will, reputation or image of the City. SECTION 22 EXECUTION 22.01 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. Support Organization Agreement Page 12 of 16 Friends of Tandy Hills Natural Area, Inc. City: By: Name Title: IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in multiples. Jesica McEachern Assistant City Manager Date: May 2, 2023 FOTHNA: B: n ymaa Dail Young (Mar 31,1262316:15 CDT; Name: Henry D Young Jr_ "Title: President Date: M a r 311 20 23 By: Debora Ymn pr B, 20 17.2& c" Name: Debora Young Title: Secretary Date: Apr 8, 2023 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By, A*e fp__ Name: Dave Lewis Title: Acting Director Park & Recreation Department By, Sandra Yoe ed(hf6r 31,202315:55CDTI Name: Sandra Youngblood Title- Assistant Director Park & Recreation Department Approved as to Form and Legality: By: Name Title: Matthew A. Murray Assistant City Attorney Contract Authorization: M&C: Not applicable Form 1295: Not applicable Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Narne: Omotayo Ajayi Title: District Superintendent Park & Recreation Department ;�VFO R.%*0Ila City Secretary: y °�° 9�p p°ny QEzo54 By: U Name: Title: Jannette S. Goodall City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Support Organization Agreement Page 13 of 16 Friends of Tandy Hills Natural Area, Inc. tratford Nature Area Tandy Hills Nature Area 1 J& ♦Tandy Hills Park Main Entrance 4 Broadcast Hill .Y Natural Area . � • • • Stratford Park ' V 46 + EXHIBIT B CITY OF FORT WORTH VOLUNTEER WAIVER, RELEASE, AND INDEMNITY AGREEMENT The City of Fort Worth ("City"), as owner of the property known as (i) Tandy Hills Park and Tandy Hills Nature Area, located at 3325 View Street, Fort Worth, Texas 76103; (ii) Stratford Park, located at 2220 Chelsea Road, Fort Worth, Texas 76103; (iii) Stratford Nature Area, located at 3520 East Freeway, Fort Worth, Texas 76103; and (iv) Broadcast Hill, located at 3900 Barnett Street, Fort Worth, Texas 76103 (the "Property"), has made the Property available to the undersigned for the opportunity to engage in volunteer work. I, , for myself, my heirs and assigns, hereby affirm that I am aware that my entrance upon and use of the Property has inherent risks. As a condition precedent to my entrance upon and use of the Property, I confirm that I understand and accept all risks, dangers, and hazards presented by my entrance upon and use of the Property, and that I am entering upon and using the Property freely and voluntarily. In consideration of being permitted to enter upon and utilize the Property, I hereby assume all risk of harm and injury to myself and others, as well as to the property of others, which may result from my entrance upon and use of the Property, regardless of the cause or blame. Further, I, for myself, my heirs and assigns, in consideration of being able to enter upon and utilize the Property, do hereby FOREVER RELEASE AND WAIVE all claims against the City of Fort Worth, its officers, agents and employees, for injuries, death or property damage which may arise from my entrance upon and use of the Property. This waiver and release is intended to release and forever discharge the City of Fort Worth, its officers, servants, agents and employees from any and all claims, actions, causes of action, damages, losses or expenses, including attorney's fees whether real or asserted, of every kind or character, arising out of my entrance upon and use of the Property. This waiver is intended to release the City of Fort Worth, its officers, servants, agents and employees even if said igiuries, death or other damages are caused in whole or in part by the alleged acts of commission, omission, negligence, gross negligence, breach of contract, intentional conduct, violation of statute or common law, breach of warranty, product defect, strict product liability, or any other conduct whatsoever of the City, its officers, servants, agents or employees. I, for myself, and my heirs and assigns hereby assume all responsibility and liability for such injuries or damages, including death, and hereby covenant not to sue the entities and parties named above for such injuries or damages. I FURTHER AGREE TO INDEMNIFY AND DEFEND THE CITY AND HOLD THE CITY HARMLESS FROM ALL CLAIMS, TOGETHER WITH ALL COSTS, EXPENSES, AND LEGAL FEES IN DEFENDING ALL CLAIMS DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO MY ENTRANCE UPON AND USE OF THE PROPERTY. THIS INDEMNITY PROVISION (INCLUDING, WITHOUT LIMITATION, INDEMNITY FOR COSTS, EXPENSES AND LEGAL FEES) IS SPECIFICALLY INTENDED TO OPERATE AND BE APPLICABLE EVEN IF IT IS ALLEGED OR PROVED THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED AS A WHOLE OR IN PART BY ANY ACT, OMISSION, NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF CONTRACT, INTENTIONAL CONDUCT, VIOLATION OF STATUTE OR COMMON LAW, BREACH OF WARRANTY, PRODUCT DEFECT, STRICT PRODUCT LIABILITY, OR ANY OTHER CONDUCT WHATSOEVER OF THE CITY. I AL E THA BY SIGNING THIS AGREEMENT, I AM GIVI G p My RIGHT ��TRY, DEATH age5 of f6 OR DAMAGE I MAY SUFFER THROUGH MY ENTRANCE UPON AND USE OF THE PROPERTY. IF ANY COURT FINDS A PORTION OF THIS AGREEMENT TO BE INVALID, THE REMAINDER OF THE AGREEMENT WILL NOT BE AFFECTED. I understand and agree that the City shall have no responsibility for any loss of my personal articles, clothing, or other property incurred at the Property or otherwise. I also agree to conform to and be bound by any and all rules and regulations provided by the City and understand that my use of the Property may be terminated by the City in the event that I fail to comply with such rules and regulations. I have read this Waiver, Release, and Indemnity Agreement and fully understand its terms, provisions and conditions. I have not been influenced to any extent whatsoever by any representations or statements not contained within this agreement. I also represent that I am at least 18 years of age. Printed Name of Volunteer: Home Address: Email: Telephone: Area Where Volunteer Services Will Be Performed: Signature: Date: Age: Support Organization Agreement Page 16 of 16 Friends of Tandy Hills Natural Area, Inc.