Item 4E - Attachment D -Noise Monitor License AgreementDALLAS FORT WORTH INTERNATIONAL AIRPORT
NOISE MONITOR LICENSE AGREEMENT
The City of Southlake ("Licensor") hereby grants to the Dallas Fort Worth International
Airport Board ("Licensee") a license to place on Licensor's property, as identified on the
attached Exhibit A ("the Premises"), noise monitoring equipment, consisting of some or all
of the following: a concrete base (approximately three -foot -by -three-foot), 20-foot above -ground
tilt pole, microphone, windscreen, bird spike, lightning arrestor, noise level analyzer, weather
station, spread -spectrum radio, transmitter antenna, sound card, solar panel, battery storage,
cellular modem, and associated enclosure cases ("the Equipment"), on the terms set forth below.
1. Licensee agrees to pay Licensor an annual fee of $10 for a term of 20 years
beginning on 3/2/2022 and ending on 3/2/2042.
2. On an annual basis, or more frequently as requested by Licensor, Licensee shall,
without charge, share with Licensor the noise level reading data collected by the Equipment. Both
parties understand that such data is public information, which Licensee must share with the public.
3. Licensee is permitted to construct, use, maintain, operate, alter, repair, replace,
reconstruct, inspect, access, and remove the Equipment on the Premises at any time, provided
however, Licensee shall, when possible give reasonable notice by telephone or email to
Licensor's representative of any such entry onto the Premises. Nothing under this License shall
be interpreted to create or vest in Licensee any easement or other ownership or property interest
to any property of Licensor.
4. Licensee is permitted to trim trees or remove other obstacles necessary to allow
the solar panels to absorb the necessary radiation to power the Equipment, or to allow access to
the microphone.
5. Licensor may not terminate this License within the first five (5) years of the term,
but may thereafter terminate this License upon one year written notice.
6. Licensee agrees to relocate, at its sole cost and expense, the Equipment in the
event that Licensor, in its sole discretion, deems it necessary to use the Premises or surrounding
area for reasons relating to (i) public works, (ii) public health and safety, or (iii) construction or
expansion of park facilities. The site of such relocation shall be by mutual agreement in writing
between the parties. In the event the parties do not agree upon the site for the relocation,
Licensor, notwithstanding the provisions of section 5 of this License to the contrary, shall have
the right to immediately terminate this License upon written notice to Licensee, and without
penalty or further obligation to Licensee except to refund the fee on a prorated basis.
7. Licensor shall not at any time, except in instances to prevent imminent harm to
persons or property, alter, remove, attach something to, disturb, disrupt, or demolish the
Equipment, or in any way interfere with its intended use, or knowingly allow anyone to tamper
with the Equipment.
8. This License may not be assigned without prior written consent of the parties
hereto.
9. Upon termination of this License, Licensee shall promptly remove all of the
Equipment and restore the Premises to at least as good a condition as it was prior to the
installation of the Equipment.
10. To the extent allowed by law, Licensee covenants and agrees to indemnify and
hold harmless Licensor, its elected officials, employees, officers, directors, volunteers and
representatives of Licensor, individually and collectively, in both their individual and official
capacities, from and against any and all costs, claims, liens, damages, losses, expenses, fees,
fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind
and nature, including but not limited to, personal or bodily injury, death and property damage,
resulting from Licensee's activities under this License, including any acts or omissions of
Licensee, and any agent, officer, director, representative, employee, consultant or subcontractor
of Licensee, and their respective officers, agents, employees, directors and representatives, while
in the exercise of the rights or performance of the duties under this License. The indemnity
provided for in this paragraph shall not apply to any liability resulting from the negligence of
Licensor, its officers or employees, in the instances where such negligence causes personal
injury, death, or property damage. In the event Licensee and Licensor are found jointly liable by
a court of competent jurisdiction, liability shall be apportioned comparatively in accordance with
the laws of the State of Texas, without waiving any governmental immunity available to either
party under Texas law and without waiving any defenses of the parties under Texas law.
11. This License cannot be altered or otherwise modified except by written agreement
of the parties.
12. This License embodies the complete agreement of the parties, superseding all oral
or written previous and contemporary agreements and understandings between the parties.
IN WITNESS WHEREOF, the parties have executed this License on the dates indicated
below.
THE CITY OF SOUTHLAKE
By:_
Name:
Title:
Date:
Address for Notices:
City of Southlake
1400 Main Street
Southlake, TX 76092
Attn: City Manager
By:
Name:
Title:
Date:
Address for Notices:
Dallas Fort Worth International Airport Board
PO Box 619428
DFW Airport, Texas 75261-9428
Attention: Environmental Affairs Department
Approved as to form:
Legal Counsel for the Airport Board
EXHIBIT A
The Premises
Property addressed as 100 E. Dove Road, Southlake, TX
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