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HomeMy WebLinkAboutContract 32788 CITY SECRETARY CONTRACT NO. 3CMF�), LICENSE AGREEMENT STATE OF TEXAS § COUNTY OF TARRANT § THIS LICENSE 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, located in Tarrant, Denton and Wise Counties, Texas, (hereinafter referred to as the "City") acting by and through its duly authorized Assistant City Manager, and the Fort Worth Botanical Society, Incorporated, a legally constituted non-profit entity (hereinafter referred to as the "FWBS"), acting by and through its duly authorized President. RECITALS WHEREAS, in 1973, the City Council authorized the City Manager to enter into a contract with the Fort Worth Botanical Society for the operation of the Japanese Garden, and WHEREAS, in 1982, the City Council authorized the City Manager to enter into two contracts with the Fort Worth Botanical Society to continue to operate the Japanese Garden and granted concession rights to the Botanic Garden, and WHEREAS, on September 12, 1995, (M&C C-8639) the City Council authorized the City Manager to enter into City Secretary Contract No. 21330 with the Fort Worth Botanical Society for the operation of the Japanese Garden and concession rights for the Botanic Garden, and WHEREAS, the final option to renew City Secretary Contract No. 21330 was exercised by the Fort Worth Botanical Society, and agreed to by the City Manager in September of 2000, and WHEREAS, the Fort Worth Botanical Society has expressed a desire to renew this agreement and as said renewal period expires on September 30, 2005. NOW THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: SECTION 1. PURPOSE 1.01 It is understood and agreed that the sole purpose of this agreement is to provide the best practicable atmosphere and operation of the Fort Worth Botanic Garden for the benefit of the public while preserving the non-commercial atmosphere of the Botanic Garden. Off 1(7F " SECTION 2. JAPANESE GARDEN, GIFT SHOP AND CONCESSIONS 2.01 For and in consideration of the mutual covenants and agreements herein contained, City does hereby lease and demise to Fort Worth Botanical Society, Inc. (F)XIBS) those portions of the Fort Worth Botanic Garden, hereinafter referred to as FWBG, as listed herein, same being located in Fort Worth, Tarrant County, Texas, as described and depicted on Exhibits A and B, attached hereto and incorporated herein for all purposes incident to this Agreement. a. The Japanese Garden, hereinafter referred to as"JG," and completely enclosed by a fence, and being more particularly described and depicted on Exhibit A; and b. The Garden Restaurant, as shown on Exhibit B, attached; and c. Office space for FWBS use, as shown on Exhibit B; and d. The Board Room and north entrance joint usage area, as shown on Exhibit B. All leased areas are hereafter, referred to as the"Premises" in this agreement. 2.02 City further grants to FWBS an exclusive right to sell merchandise or services throughout the JG. 2.03 City grants to FWBS, as an independent contractor, a non-exclusive license and privilege to operate a gift shop in a designated area of the FWBG. 2.04 City further grants FWBS a non-exclusive right to sell merchandise or services throughout the FWBG, provided that the location, shall be subject to prior written approval of the Parks and Community Services (PACSD)Director, hereinafter referred to as Director. 2.05 City further grants FWBS permission to use the FWBG for programs and events subject to the prior approval of the FWBG Director. SECTION 3. TERM 3.01 The primary term of this License Agreement shall be for a period of ten (10) calendar years commencing on the 1st day of October 2005, and ending on the 30th day of September 2015. The primary term may be renewed by mutual agreement between the FWBS and the City for two (2) successive 5-year periods under the same terms and conditions of this License Agreement. FWBS shall advise the City in writing of its intent to renew the Agreement, no later than sixty(60) days prior to and no earlier than one-hundred-eighty(180) days prior to the end of the original agreement and the end of each of the two (2) successive, five (5) year renewal periods. SECTION 4. TERMINATION 4.01 It is expressly provided that either party shall have the right to terminate this License Agreement, without cause, upon thirty (30) days written notice to the other party. If for any reason, at any time during any term of this Agreement, the City Council OFFICIAL EEO 2 diff 01!1PR f1i'2Y cU Qrn . *S�vIP' IR, C s\I. funds sufficient for the City to fulfill its obligations under this Agreement, the City may terminate this Agreement pursuant to this Section following (i) delivery by the City of written notice 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 this Agreement. SECTION 5. EMPLOYEES 5.01 FWBS covenants and agrees to furnish, in a manner acceptable to the Director, at no cost to the City, personnel to collect admission fees, operate the gift shop and to serve as guides within the JG: and to provide the necessary supplies and equipment to collect such fees and operate a gift shop. Such personnel shall be of good character, neatly dressed, and shall at all times conduct themselves in a manner satisfactory to the Director. 5.02 City and FWBS mutually agree that City, acting by and through its City Manager and Director reserves the sole and exclusive right to exercise jurisdiction and control over all of the employees of the FWBG, excepting those volunteers and employees of FWBS. Save and except such persons, all persons employed in the FWBG shall be the employees of the City, and the FWBS will not in any way contribute to or supplement the salaries or compensation received by employees of the City. SECTION 6. OPERATIONS; RULES; REGULATIONS AND FEES 6.01 FWBS agrees to operate the JG and the Gift Shop in accordance with the following rules and regulations: a. The gift shop will be open from 10:00 a.m. to 4:00 p.m. during the days the JG is open to the public or other hours as may be approved by the Director. b. The hours of operation of the JG shall be as follows: April—October(during daylight savings time) Daily 9:00 a.m.— 7:00 p.m. November—March Daily 10:00 a.m. to 5:00 p.m. with the understanding that such hours may be expanded or reduced with written approval of the Director. c. Admission and rental fees to the JG, Rock Springs Building and Garden Restaurant shall be approved by the Director subject to approval by the City Council during the annual budget process. No member of the FWBS shall be required to pay admission to the JG. ME d. The City reserves the right to grant admission without charge to persons or groups for special purposes such as educational tours,visiting dignitaries, etc. e. Any person engaged in commercial photography on the Premises shall be charged a photography fee per hour or portion thereof for such use of the Premises. The fee charged shall be approved by the Director subject to approval by City Council during the annual budget process. f. All program, event and rental fees collected by the FWBS are to be deposited in a restricted account entitled, "Botanic Garden Special Account." g. Children under thirteen (13) years of age must be accompanied by an adult (age eighteen(18) or over. h. Visitors shall not be permitted to depart from the designated walkways; all photographs and pictures shall be made only from such walkways. i. The following shall not be permitted within the confines of the JG: 1. Bicycling. 2. Roller Skating. 3. Any pet or animal (with the exception of assistance animals). 4. Staging, playing or production of music, sound or noise except when in conjunction with rental fees. 5. Picnics. 6. Playing or engaging in any sport or game. 7. Engaging in any activity harmful to the plantings or landscape, or detrimental to the welfare or enjoyment of the public visiting the JG. 8. Any unlawful or immoral act or omission. j. The FWBS further agrees that any person or persons not conforming to the rules and regulations contained herein, or to those rules, regulations, orders or requirements of the PACSD, or any ordinance or general law relating to the maintenance of the PACSD areas of the City shall be requested to leave the FWBG without refund of the admission fee and shall be subject to arrest by any person so authorized by law,to include all police officers. k. FWBS also agrees to submit for approval of the Director, before any implementation, any and all amendments, additions or changes to the fee schedule, and rules and regulations herein enumerated. 4 CITY /s SECTION 7. NON-DISCRIMINATION/DISABILITIES 7.01 FWBS, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of FWBS's use of the FWBG on the basis of race, color,national origin,religion,handicap, gender, sexual orientation or familial status. 7.02 FWBS further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the FWBG on grounds of race, color, national origin,religion, handicap, gender, sexual orientation or familial status. SECTION 8. RECORDS; REPORTS AND AUDITS 8.01 FWBS shall submit, for approval of the Director an annual budget detailing the anticipated revenues and expenditures for their next fiscal year. The annual budget shall be submitted to the Director no later than December of each year. 8.02 FWBS agrees to maintain complete and accurate records of admissions to the JG, including the number of persons assisting or visiting who are members of the FWBS. 8.03 FWBS shall also keep complete and accurate records, books and accounts according to customary and accepted business practices and City shall, or its representatives, shall have the right to audit same at any reasonable time. FWBS shall furnish to the Director, on or before the 15'h day of each and every month, a statement showing the amount of all gross receipts during the preceding month. FWBS shall furnish said Director an annual audit of its books by a certified public accountant, such report to be furnished within ninety(90) days after the end of the fiscal year of the FWBS. 8.04 City and FWBS mutually covenant and agree that the aforesaid monies shall be placed in a restricted account maintained by the FWBS, entitled"Botanic Garden Special Account," the monies of which shall be used solely for the operation, expansion or improvement of the FWBG. SECTION 9. CONSTRUCTION; IMPROVEMENTS; LICENSES 9.01 In connection with new construction or improvements in the FWBG, the FWBS agrees to consult with the Parks and Community Services Advisory Board for review and comment prior to planning and providing for such construction and in every instance the prior consent of the City Council for any such planning, construction or improvement will be required as both parties recognize the need for ongoing maintenance, such consultation shall include discussions concerning the funding of ongoing maintenance costs. Minor alterations or restorations of existing facilities or structures may be done with prior approval of the Director. 9.02 All such construction and improvement will be performed in strict compliance with all applicable provisions of the Constitution and laws of the State of Texas and the Charter, ordinances, regulations, polices and directives of the City of Fort Worth. FWBS, its contractors and subcontractors, shall obtain all licenses and permits necessary for the construction of improvements to the FWBG. Permit fees will be waived by the City to the extent permitted by law. SECTION 10. OWNERSHIP OF CONSTRUCTED FACILITIES 10.01 The title to any buildings or improvements constructed in the FWBG under this agreement shall at all times be vested in the City; provided; however, that with the consent of the City Council, title to newly constructed buildings may be retained by the FWBS for the purposes of securing loans made for such construction, but title to all such buildings shall revert to and vest in City promptly upon the payment of such loan. City shall retain ownership of the buildings, fixtures and all attached furnishings. SECTION 11. LIENS 11.01 FWBS agrees that unless otherwise authorized in accordance with this Agreement,that it shall do no act nor make any contract that may create or be the foundation for any lien upon or interest in the City's property and any such contract or lien attempted to be created or filed shall be void. Should any purported lien on City property be created or filed, FWBS at its sole expense shall liquidate and discharge same within ten (10)days after notice from City to do so; and should FWBS fail to discharge same, such failure shall constitute a breach of the covenant herein. SECTION 12. SIGNAGE 12.01 FWBS, may at its sole expense, with prior written approval of the Director, install signs in the areas where it operates a concession or occupies space within the FWBG to indicate its business or location. All signs must be in keeping with the general aesthetic background of the FWBG, and the size, type, color, location, materials used, manner of display and subject matter must be specifically approved by the Director, prior to installation. In the installation, maintenance and/or removal of such signs, FWBS will exercise reasonable care not to damage City buildings and/or property. SECTION 13. INDEPENDENT CONTRACTOR 13.01 It is expressly understood and agreed that FWBS shall operate as an independent contractor in each and every respect hereunder and not as an agent, representative or employee of the City. FWBS shall have the exclusive right to control all details and day-to-day operations relative to the activities under this Agreement and shall be solely responsible for the OFFICIWL END 6 Of MEAN . acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. FWBS acknowledges that the doctrine of respondeat superior will not apply as between City and FWBS, its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. FABS further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between City and FWBS. SECTION 14. PROPERTY LOSS,DAMAGE AND INJURY TO PERSONS 14.01 City and FWBS mutually covenant and agree that City assumes no responsibility for any property placed on said Premises and City is hereby expressly released and discharged from any and all liability for any loss, injury or damage to persons or property that may be sustained by use or occupancy of said Premises. 14.02 FWBS covenants and agrees that it shall take the Premises as it finds it. FWBS further covenants and agrees that it will leave the Premises in as good or better condition than that which exists prior to its use of the Premises. FWBS covenants and agrees that FWBS will not do, or permit to be done, any injury or damage to any of said Premises or suffer any waste to the Premises; but in the event any damage is done, FWBS hereby covenants and agrees to repair any damage or reimburse City therefore promptly for the value of any damage. FWBS shall keep and maintain the Premises in a good, clean, and sanitary condition at all times. FWBS shall be responsible for all damages caused by FWBS, its agents, servants, employees, contractors, subcontractors, licensees or invitees, and FWBS agrees to fully repair or otherwise cure all such damages at FABS's sole cost and expense. The City shall determine whether any damage has been done, the amount of the damage, and the reasonable costs of repairing the damage. Any damage by the FWBS or others incident to the exercise of privileges herein granted shall be repaired or replaced by FWBS to the reasonable satisfaction of the City within thirty (30)days of receipt of written notification from the City. SECTION 15. SUBLEASE; ASSIGNMENT 15.01 FWBS agrees that it shall not sublease or assign any rights or interests obtained under this Agreement, or any part therof, without first obtaining written consent of the City, and any attempted sublease or assignment without the prior written consent of City shall be void. SECTION 16. RIGHT OF ACCESS 16.01 At all times during the term of this agreement, City shall have the right, through its agents and representatives, to enter into and upon the FWBG during reasonable business hours for the purpose of examining and inspecting the same for the purpose of determining whether FWBS shall have complied with all of its obligations hereunder in respect to the use of the FWBG. During any inspection, City may perform any obligations that City is authorized or required to perform under the terms of this License Agreement or pursuant to its governmental duties under federal, state or local laws, rules or regulations. SECTION 17. USE OF FORT WORTH BOTANIC GARDEN 17.01 FWBS covenants and agrees that it shall not engage in any unlawful use of the FWBG. FWBS further agrees that it shall not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the FWBG and FWBS immediately shall remove from the FWBG any person engaging in such unlawful activities. Unlawful use of the FWBG by FWBS itself shall constitute an immediate breach of this License. SECTION 18. COMPLIANCE WITH LAW 18.01 FWBS will comply with all federal, state and local laws, statutes and all ordinances, charter provisions, rules and regulations of City; including all rules, regulations and/or requirements of the City of Fort Worth Police and Fire Departments; and any and all requirements specifically made by the City of Fort Worth Fire Marshal in connection with this License Agreement. SECTION 19. INDEMNIFICATION 19.01 FWBS AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) FWBS'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF FWBS, ITS OFFICERS,AGENTS,ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS,RELATED TO USE OF THE FWBG AND PREMISES OR THE PERFORMANCE OF THIS AGREEMENT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING 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 FWBS AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. SECTION 20. INSURANCE REQUIREMENTS 20.01 FWBS further covenants and agrees to obtain and keep in force during the term of this License a policy providing for bodily injury and property damage insurance in amounts as follows: OFFICIAL jgojo 8 cirf U�� FT a. Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate b. Automobile Liability $1,000,000 each accident on a combined single limit or $250,000 Property Damage $500,000 Bodily Injury per person per occurrence C. A commercial business policy shall provide coverage on "Any Auto", defined as autos owned, hired and non-owned when said vehicle is used in the course of the event licensed herein. d. Worker's Compensation: Coverage A: Statutory limits Coverage B: Employer's Liability $100,000 each accident $500,000 disease-policy limit $100,000 disease-each employee e. FWBS shall, when hosting an event at the FWBG at which liquor (beer and wine only) may be served or consumed shall notify the Risk Manager of the City of the event and its date, time and location, in writing, at least ten (10) working days prior to the scheduled event. f. In addition, FWBS will require any of its contractors and their subcontractors to obtain and maintain in full force and effect a Liquor Liability policy in the minimum amount of $1,000,000 for any event or activity at which alcoholic beverages may be sold,provided or allowed to be consumed in the FWBG. 20.02 Certificates of insurance evidencing all required insurance shall be delivered to City prior to occupancy. a. Applicable policies shall be endorsed to name City an Additional Insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents,and volunteers as respects the contracted services. b. Certificate(s) of insurance shall document that insurance coverage specified in this agreement are provided under applicable policies documented thereon. c. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements. d. A minimum of thirty (30) days notice of cancellation or material change in coverage effecting the required lines and limits of insurance shall be provided to the City. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice OFFIL111kill ROD 9 rY 2 i shall be sent to the Director, PACSD, City of Fort Worth, 4200 South Freeway, Suite 2200,Fort Worth,Texas 76115-1499. e. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A: VII in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. f. Deductible limits, or self insured retentions, affecting insurance required herein shall be acceptable to City in its sole discretion; and, in lieu of traditional insurance, any alternative coverage maintained through insurance pools or risk retention groups must also be approved. Dedicated financial resources or letters of credit may also be acceptable to City. g. Applicable policies shall each be endorsed with a waiver of subrogation in favor of City. h. City shall be entitled, upon its request and without incurring expense, to review the FWBS's insurance policies including endorsements thereto and, at the City's discretion, FWBS may be required to provide proof of insurance premium payments. i. The Commercial General Liability insurance policy shall have no exclusions by endorsements that have effect on the lines and limits of insurance required in this agreement, unless the City approves such exclusions. SECTION 21. CHARITABLE ORGANIZATION 21.01 FWBS 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 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 FWBS hereby expressly waives its right to assert or plead defensively any such immunity or limitation of liability as against City. Copy of the documentation stating this organization's status as a 501(3)(c) entity is due annually, by May 1 S`of each year,to the address specified below under Notices. SECTION 22. WAIVER 22.01 The failure to insist upon a strict performance of any of the covenants or agreements herein set forth or to declare forfeiture for any violation thereof shall not be considered or taken as a waiver or relinquishment for the future of City's rights to insist upon a strict compliance by FWBS with all the covenants and conditions. SECTION 23. FORCE MAJEURE 23.01 It is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war; civil commotion; acts 10 of God; inclement weather; governmental restrictions, regulations, or interferences; fires; strikes; lockouts; national disasters; riots; material or labor restrictions; transportation problems; or any other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such design or construction requirement shall be extended for a period of time equal to the period such party was delayed. SECTION 24. SECTION HEADINGS 24.01 The headings in this License are inserted for reference only, and shall not define or limit the provisions hereof. SECTION 25. SEVERABILITY 25.01 In the event that any clause or provision of this License shall be held to be invalid by any court or competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. SECTION 26. DISPOSITION OF ASSETS 26.01 In the event of termination, or upon dissolution of FWBS, either voluntary or involuntary, all assets held by FWBS for the FWBG shall be transferred to the City for the account of the PACSD, to be used in the Fort Worth Botanic Garden only. With the approval of the Director, FWBS may transfer said assets to another organization for use at the FWBG only. SECTION 27. COMPLIANCE WITH COPYRIGHT LAW 27.01 FWBS agrees to assume full responsibility for complying with the Federal Copyright Law of 1978 (17 U.S.C. 101, et seq.) and any Regulations issued thereunder including, but not limited to, the assumption of any and all responsibilities for paying royalties which are due for the use of copyrighted works in FWBS's performances or exhibitions to the copyright owner, or representative of said copyright owner. City expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations. City specifically does not authorize, permit or condone the performance, reproduction or other use of copyrighted materials by FWBS or its agents or licensees without the appropriate licenses or permission being secured by FWBS in advance. It is further agreed that FWBS shall defend, indemnify and hold City harmless for any claims arising from nonpayment to licensing agencies, including, but not limited to, ASCAP, BMI and SESAC or damages arising out of Licensee's infringement or violation of the Copyright Law and/or Regulations. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of the FWBS. FWBS understands that they are responsible for securing any and all licenses by artists/performers giving permission for the recordings. FWBS 11 OFFICIAL WORD CITf MRI; Wy is responsible for both reporting and payment of any music licensing fees that may be required by law. 27.02 FWBS understands and agrees that without the proper license obtained by FWBS, there is a risk of an injunction or money damages arising from a copyright lawsuit brought by ASCAP,BMI, SESAC or any other licensing agency. 27.03 If FWBS and City co-sponsors an event, compliance with Copyright Law will be the responsibility of City, under its existing license; however, FWBS agrees to comply with the terms of City's current ASCAP and BMI contracts. SECTION 28. HOMELAND SECURITY 28.01 If the United States Department of Homeland Security issues a Level Orange or Level Red Alert, City, in its sole discretion, after consultation with FWBS, may cancel or postpone any scheduled event in the interest of public safety. If City cancels the event, FWBS will be entitled to a refund of any prior fees paid. SECTION 29. NOTICES 29.01 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 shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: Parks and Community Services Department 4200 South Freeway, Suite 2200 Fort Worth, Texas 76115-1499 FWBS Fort Worth Botanical Society, Inc. 3220 Botanic Garden Drive Fort Worth, Texas 76107 With a copy to: Sarah Fullenwider City Attorney's Office 1000 Throckmorton Fort Worth, Texas 76102 Or to such other address as said parties may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. OFF ch"A K020 12 C I I y ! i Ak1Y SECTION 30. ENTIRE UNDERSTANDING 30.01 This License expresses the entire understanding and all agreements of the parties hereto with each other and neither party hereto has made or shall be bound by any agreement or any representation to the other party which is not expressly set forth in this License. SECTION 31. VENUE AND JURISDICTION 31.01 Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. SECTION 32. POWERS 32.01 It is understood that by execution of this Agreement, City does not waive or surrender any of its governmental powers. SECTION 33. AMENDMENT 33.01 This Agreement cannot be modified or amended without the written consent of all parties hereto, and said amendment attached and made a part of this Agreement. OF I iClia 13i�61" n �g;`f !L n SECTION 34. EXECUTION 34.01 This Agreement may be executed in multiple counterparts, each of which will be deemed an original,but which together will constitute one instrument. IN WITNESS WHEREQF, the parties have executed this License Agreement in multiples,this c � day of . ' �MhL , 2005. CITY OF FORT WORTH FORT WORTH BOTANICAL SOCIETY, INC. By: By:4eila U/ ibby son Hill Assistant City Manager President ATTEST: 9A� City Secr ary APPROVED AS TO FORM AND LEGALITY: B Sarah Full wider, Assist City Attorney Contract Authorizatiox Date 14 �Q ��p RR. - LIBRA r a PGE OFFIGK CLc1._ / A, �v OFFICE CL _ CLO. ..�� $1{t12vI G>bi • + + naRlr 1 rr cu l :JAA1tY CLO. L ifdi .w ROOM 1. � _ VIN1NG Izoorl 2�� IAFS Iy , wAfTN5 -.,�:�+. ,� --„ r" � � it .x._�..1_.•�..._.�....: ^�'�'. _�•�� ROCK SPRINGS BUILDING LEGFND co Leased Premises <? City Office Space :WG;FwMIN vva Areas Used By All 3 Groups X Fort Worth Botanical Society Offices EXHIBIT A 1 • l 1 • a va �t '� $$ ^`° r i '»: � 'mit ` Y "'•,g. ` t Y 'iVw ^i � x"• � � ,yam .�'��'s�,4� "¢r�,,�� I.^�' ' mss '4-AC � " h s e 3a .s r . - - '� .5.���4 .y ._fi .�� ♦.A. '�f � .� ,K may*'• i � I i BEGIN Northwest corner of tract recorded in Volume 3873, Page 108 D.13.T.C.T. S 890554 328.18 to o� o� 3 —� N O c S 89°19'W 46.6' N „ Z N 3015'5T"W 6.79' N 64044'48"W 18.18' S89°474125.0 Z NORTH GATE pN o. -N y� N 61051'11 E 61.22' 1446013'34"E71.27' JAPANESE GARDENS N45°25'35"E35.68' 7.4 43 AC. o 0ro to OD = N470224 16.0' N 3Be30'46E 40.74' ri N9038'50"E 19.9' a 'O 4 O 3 St O o N87008 W33.55' N V O O NOTE = ti Coordinates and Azimuth shown are based on Texas Coordinate System O 3 bdorth Central Zone. 00 N CD (71 �, ZE OF41 TF N 89°16'30"E 298.2, .. ................,..... I =100 EUGENE..A.. P. DOBKINS- ...................... 7 1 �p•.'� PLAT OF GQ�•.c,,z, . .�o JAPANESE GARDENS LEASE IN THE T. WHITE SURVEY TARRANT COUNTY, TEXAS. SURVEYED JANUARY 1973 FILE NO. C-3129 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/13/2005 DATE: Tuesday, September 13, 2005 REFERENCE NO.: "C-20993 LOG NAME: 80FWBSCONTRACT SUBJECT: Authorization to Execute a Contract with Fort Worth Botanical Society to Operate the Japanese Garden RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a contract with the Fort Worth Botanical Society (FWBS)to operate the Japanese Garden, collect admission fees and use office space in the Rock Springs Building. DISCUSSION: In 1973, the City entered into a contract with the Fort Worth Botanical Society to operate the Japanese Garden and collect admission fees. In 1982, the City entered into two contracts with FWBS which allowed it to manage the Japanese Garden and to sell merchandise and services within the Botanic Garden. In 1995, (M&C C-15021), the two contracts were combined and permission to operate the Gardens restaurant was added to the contract. In accordance with the contract, all profits FWBS generates are spent for operating or improving the Botanic Garden. This contract was written to expire on September 30, 2005. The FWBS wishes to continue to contract with the City and requests a new contract be executed. It is understood and agreed that the purpose of entering into this new agreement is to provide for the best practicable operation of the Japanese Garden, the Gardens Restaurant and the Japanese Garden Gift Shop for the benefit of the public while preserving the noncommercial atmosphere of the Botanic Garden and providing office space to support these functions. Staff believes that continuing the current arrangement would be beneficial to the public, to the Botanic Garden and to the City of Fort Worth. All key terms and conditions of the existing contract will be included in the new contract with FWBS. The agreement term would be 10 years, through 2015, with two additional five-year options at the discretion of the City Manager. Terms of the agreement pertain to the operation of the Japanese Garden, the Botanic Garden Restaurant and the Japanese Garden Gift Shop by the FWBS. Proceeds from these activities are used exclusively to support the Botanic Garden. Programs provided by the Botanic Garden benefit the City by educating the public in the conservation of natural resources and promoting the beautification of the City through horticultural improvements, thereby supporting the Council strategic goal of having a cleaner and more attractive City. Fort Worth Botanic Garden is a city-wide facility located within COUNCIL DISTRICT 7. FISCAL INFORMATION /CERTIFICATION: The Finance Director certifies that no City funds will be expended in the renewal of this contract. FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office bT. Libby Watson (6183) Originating Department Head: Randle Harwood (Acting) (5704) Additional Information Contact: Sandra Youngblood (5755) ATTACHMENTS No attachments found.