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Home My WebLink AboutContract 43815 (2)CITY SEC'MARY CONTRACT N100 DEED OF GIFT AND MAINTENANCE AGREEMENT BE'I`WEEN THE CITY OF FORT WORTH PARKS AND COMMUNITY SERVICES DEPARTMENT AND THE BOTANICAL RESEARCH INSTITUTE OF TEXAS, INC. This Agreement is for the Banner Sign Structure installation, deed of gift and annual maintenance (collectively, the "Agreement"), by and between the City of Fort Worth, a home -ruled municipal corporation of the State of Texas, ("City"), acting through the Parks and Community Services Department, Director, and the Botanical Research Institute of Texas, Inc., ("BRIT"), a Texas nonprofit corporation, acting by and through it duly authorized Chief Executive Officer (collectively referred to as the "Parties") . WHEREAS, the City is the owner of certain property located at 1800 University Dr. Fort Worth, Texas 76107, which property is leased to BRIT under a Lease Agreement (City Secretary Contract No. 31471); and WHEREAS, BRIT wishes to cause the installation of one (1) Banner Sign Structure on parkland adjacent to the leased property for the purpose of informing the public of upcoming events at BRIT; and WHEREAS, BRIT desires to donate the Banner Sign Structure to City after Installation is complete; and WHEREAS, the Parties wish to enter into an Agreement to establish the terms and conditions pursuant to which BRIT may cause the installation of its Banner Sign Structure, provide for maintenance and, subsequently, donate the Banner Sign Structure to the City upon final acceptance by the City; and WHEREAS, the Parties agree that installation and donation of the Banner Sign Structure will benefit both the City and BRIT; and WHEREAS, the City of Fort Worth City Attorney's Office concurs with the Parks and Community Services Department finding that the Texas Parks and Wildlife Code, Chapter 26, does not apply for the purpose of constructing the Banner Sign Structure on park properly. NOW, THEREFORE, for and in consideration of the mutual agreements stated herein and other goods and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Installation of Banner Sign Structure. City, as owner of the Property, does hereby grant BRIT permission to install the Banner Sign Structure at the location specifically designated in Exhibit "A", which is attached hereto and incorporated herein. BRIT shall submit to the City the plans for installation of the Banner Sign Structure prior to Installation. The City shall accept or reject the plans, at City's discretion, in writing within fifteen (15) business days of receipt. BRIT shall conduct all work in substantial conformity with the installation plan as described in Exhibit "B", which is attached hereto and incorporated herein. No substantial changes to the approved plan BRIT Deed and Gift — Banner Sign Structure Page 1 of 4 _ -- OFFICIAL RECORD i CITY SECRETARY �'T. woiCH, TX may be made without the approval of the City. BRIT may commence work only after the plan has been approved by the City BRIT shall be responsible for any and all costs associated with the Banner Sign Structure, including, design, purchasing and installation. BRIT shall not install, erect, assemble, manufacture, fabricate, or construct any permanent structure on the property. 2. Maintenance. BRIT shall pay to the City an annual stipend of $50.00 annually to maintain and care for the Banner Sign Structure after a Deed of Gift for the Banner Sign Structure has been executed in favor of the City pursuant to this Agreement. 3. Design and Specifications of the Banner Sign Structure. BRIT shall be responsible for ensuring the following the design of the Banner Sign Structure conforms to the design set forth in the attached Fxhibit "C' , which is attached hereto and incorporated herein. A sponsor's commercial logo may be included in the banner; however, it must not cover more than approximately 10% of entire banner. Any deviation from the design, specifications, and/or locations referenced herein shall require the written consent of the Parties. 4. Final Acceptance. BRIT shall notify the City, in writing, when the Banner Sign Structure has been installed in conformance with the tenus and conditions of this Agreement. City will have the option to inspect the Banner Sign Structure for compliance and request any changes not in compliance with the tenus and conditions of this Agreement within thirty (30) calendar days after BRIT notifies the City of installation. BRIT shall complete any requested change within fourteen (14) days, unless otherwise agreed to by the Parties. After the City has approved of the installation of the Banner Sign Structure, the City shall notify BRIT, in writing, of its final acceptance of the Banner Sign Structure. 5. Risk of Loss. The risk of loss or damage to the Banner Sign Structure shall be borne by BRIT prior to final acceptance. 6. Deed of Gift. Upon final acceptance of the Banner Sign Structure by the City, BRIT hereby transfers, conveys, and assigns to the City, for the benefit of the City of Fort Worth, any and all rights, and interest in the Banner Sign Structure. BRIT warrants and represents that the Banner Sign Structure is its sole property, and that BRIT has legal authority to transfer ownership of the Banner Sign Structure. BRIT warrants and represents that there are no claims, judgments, liens, or other encumbrances of any kind whatsoever against the Banner Sign Structure or any portion of the Banner Sign Structure. It is BRIT's purpose and intention to vest any and all the incidents of absolute ownership in the City from the date of this Deed of Gift forward. BRIT shall have primary access to the Banner Sign Structure, the City shall have access to the Banner Sign Structure at such times that the City and BRIT agree upon. BRIT WILL RELEASE, DEFEND, AND HOLD THE CITY OF FORT WORTH HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OR ALLEGATIONS ARISING FROM OR RELATING TO CONDUCT THAT WOULD BE A BREACH OF THE WARRANTIES OR REPRESENTATIONS HEREIN. BRIT Deed and Gift — Banner Sign Structure Page 2 of 4 7. Term. BRIT shall have primary access to the Banner Sign Structure for the term of City Secretary Contract No. 31471 (ninety-nine (99) years). Use of the Banner Sign shall terminate upon termination of City Secretary Contract No. 31471. 8. Assignment. BRIT shall not assign this Agreement, or any right of BRIT under this Agreement for consideration or no consideration whether voluntarily, by operation of law or otherwise, and any attempt to do so shall be void, and any such attempt shall cause immediate termination of this Agreement. 9. Severability. If any clause or provision of this Agreement is or becomes illegal, invalid, or unenforceable because of present or future laws or any rule or regulation of any governmental body or entity, effective during the Term, the intention of the parties hereto is that the remaining parts of this Agreement shall not be affected thereby unless such invalidity is, in the sole determination of the City, essential to the rights of both parties, in which event the City has the right, but not the obligation, to terminate the Agreement on written notice to BRIT. 10. Notice. Any notice required by this Agreement must be in writing. Notice deposited in the United States mail, properly addressed, postage paid, shall be effective upon deposit. Notice given m any other manner herein shall be effective upon receipt at the address of the addressee. For purposes of notice, the addresses of the parties shall, unless changed as hereinafter provided, be as follows: IF TO CITY, TO: Wil Johnson Paiks and Community Services Department 4200 South Freeway, Suite 2200 Fort Worth, 1'X 76115 IF TO BRIT, TO: Botanical Research Institute of Texas, Inc. 1700 University Dr Fort Worth, 1X 76107 Attention Executive Director The parties hereto shall have the continuing right to change their respective address by giving at least ten (10) days notice to the other party. 11. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the donation and use of the Banner Sign Structure and no prior written or oral covenants or representations relating thereto not set forth herein shall be binding on either party hereto. This Agreement may not be amended, modified, extended, or supplemented except by written instrument executed by the Parties. 12. Governing Law/Venue. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on BRPI' Deed and Gift — Banner Sign Structure Page 3 of 4 the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. IN WITNESS WHEREOF, the parties have executed this Agreement in multiple, this 2 (iatifae: 2012. CITY OF FORT WORTH By: Su an Alanis Assistant City Manager APPROVED AS TO FORM AND LEGALITY L • Melinda Ramos Assistant City Attorney ATTEST: U �Fy oo o� o its4 O4 V IVIa�� er � �` °o, C1ty S = retary NO M&C REQUIRED BRIT Deed and Gift — Banner Sign Structure day of BOTANICAL RESEARCH INSTITUTE OF TEXAS, INC. By: 4-4 4\taipan Dr. S. H. Sohmer, Ph.D President and Director • Page4of4 OFFICIAL P,r_iit: �� tl,,D 1. CITY 7)1 M 1 MiOKT tJ lit. ;j r -7._ trtl F .j.i-4 M... Jl • ,... -s t.X:µ. :yj -., r �A_ u Vit 1St Sr _ etc m.a,..,„<.-w„ --4 1 a Ott i4m nm 5r e140 D UN1bERSIl'i DRIVE "4" ye: (.ueumt Irr..T-a-wr) rr,'t o" ti 100.10, GAR wsnav mm.< ' NN 41.0 I �'o n%[l[p' 001111 Eitt • i u a..ln.Au- IttAreott 4 •0 • it 's , c - • _33I NiN 1 1 t N 2 I ., . r . l blot ... G '' vT+ uY . uMV=TTSITT ERIVE SIGN LOCATION T.Lf SIGN POST DETAIL - Exhibit A H— Botanical Research Institute of Texas N4 Vnn.nRy Dm&. G00 Khnl, 1...5 78137 ) SITE P1 A\ FOORREST GREEN 28' 1 z II\‘S"ktl.(ci\1It ( (lttl.tCI\'SF.t`'_l $x14 ttAr PULLED • GUIDPS Gvil RETAINER STFEt PPP CONCRETE EASF 11 Exhibit B rli Scale N FN,< (e 1; I 6,l1r Apptoo_d Cy C{ ' 25 12 1 1 1 1 1 1 1 i 14' 1r 4 0 O Exhibit C 8' u u u u u u u u u u u u FORT WORTH BOTANIC GARDEN VERTICAL BANNER TEMPLATE not to scale 4" WIDE 0 ROD CASING TOP & BOTTOM OF BANNER -►WIND VENTS 2'O.0 , THROUGHOUT - SPACING AROUND GRAPHICS AS REQ'D. 2" HEM AT -* TOP & BOTTOM OF BANNER WITH ONE 1" GROMMET IN EACH CORNER