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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 4