HomeMy WebLinkAboutContract 43815 i
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CONTRACT ISO.
DEED OF GIFT AND MAINTENANCE AGREEMENT BETWEEN THE CITY OF
FORT WORTH PARIS 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 7610T, 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
W'HEREAS, 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 property.
NOW5 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
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
Y SECRETARY
FT.WORTH,
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 Exhibit "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 enure 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 terms 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 terms 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.
G. Reed of Gift. Capon 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 NVorth,
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 ALLEGA'T'IONS 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
in 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: IF To BRIT,To:
Wil Johnson Botanical Research Institute of Texas, Inc.
Parks and Community Services Department 1700 University Dr.
4200 South Freeway, Suite 2200 Fort North, TX 76107
Fort North,TX 76115 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
BRIT Deed and Gift—Banner Sign Structure Page 3 of 4
i"
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.
III \X'ITNESS W HEREOF, the parties have executed this Agreement in multiple, this��of
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2012.
CITY OF FORT WORTH Bo'TANICAE RESEARCH INSTITUTE
OF TEXAS,INC.
3
By: By.
S Maxus Dr. S. H. Sohmer,Ph.D
Assistant City Manager President and Director
APPROVED AS TO FORM
AND LEGALITY
t
Melinda Ramos
Assistant City Attorney
ATTEST:
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BRIT Deed and Gift—Banner Sign Structure Page 4 of 4
OFFICIAL RECORD
CITY SECRETARY
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Exhibit C
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ROD CASING
TOP&
BOTTOM OF
BANNER
UU U WIND VENTS
2'O.C. ,
THROUGHOUT-
SPACING
AROUND
U U GRAPHICS AS
REVD.
14'
u u u
u u
2"HEM AT
---► TOP b
BOTTOM OF
BANNER WITH
ONE 1"
FORT WORTH BOTANIC GARDEN GROMMET IN
VERTICAL BANNER TEMPLATE EACH CORNER
not to scale