HomeMy WebLinkAboutContract 54757 CSC No. 54757
LICENSE AGREEMENT FOR WATER CONSERVATION PROGRAM CLASSES
BETWEEN THE CITY OF FORT WORTH
AND
BOTANICAL RESEARCH INSTITUTE OF TEXAS,INCORPORATED
THIS LICENSE AGREEMENT("Agreement")is made and entered into by and between the
CITY OF FORT WORTH,a home rule municipal corporation of the State of Texas("Licensee")
and BOTANICAL RESEARCH INSTITUTE OF TEXAS, INCORPORATED, a Texas
Nonprofit Corporation, ("Licensor").
WHEREAS, Licensor is the owner of certain property located at 1700 University Drive,
Fort Worth,TX 76107; and
WHEREAS, City, through its Water Department, manages and implements a Water
Conservation Program through various classes to the public("Program");and
WHEREAS,Licensor has offered to provide the rental of its facility to Licensee to conduct
the Program; and
WHEREAS,Licensor has also offered to perform certain classes to the public at its facility
to Licensee to conduct the Program; and
WHEREAS, Licensee and Licensor wish to set forth the terms by which Licensee may
use a portion of Licensor's facilities as instructional and classroom space for conducting the
Program; and
WHEREAS,Licensee and Licensor desire to set out each parry's roles and responsibilities
as they relate to the Program.
NOW,THEREFORE,in consideration of the covenants and agreements contained in this
Agreement,Licensor and Licensee hereby agree as follows:
Licensed Premises; Use of Premises. For and in consideration of the agreements of the parties
expressed herein,Licensor does hereby grant to Licensee the use of class rooms and all necessary
equipment to conduct the classes located at 1700 University Drive, Fort Worth, TX 76107 as set
forth in greater detail in Exhibit A,which is attached hereto and incorporated herein("Premises").
Licensor shall also perfrom certain classes to the public as described in Exhibit A. The Premises
will be open to the public and will be used solely as classroom,instructional,and recreational space
for the Program and for no other purpose during the specified times in Exhibit A.
1.Term and License Fee.
1.1. Term. Unless terminated earlier pursuant to the terms herein,the initial term of
this Agreement shall be effective beginning on October 1,2020 and ending on September 30,2021
("Primary Term"). The term may be extended for up to three (3) one (1)year renewals with the
same terms and conditions upon mutual written amendment.
OFFICIAL RECORD
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License Agreement—BRIT Water Conservation Program CITY SECRETARY
FT.WORTH, TX
1.2. License Fee. Licensee agrees and shall pay to the Licensor as base rent for the
Premises during the said Term, the total sum of$37,592.50 as specified in Exhibit A. Licensor
and Licensee expressly agree and stipulate that this Agreement is based on valuable consideration
and an exchange of promises that will be independently beneficial to both parties. Licensor has
accepted this as valuable consideration for its performance of the obligations of this Agreement.
Both parties agree as a condition precedent to executing this Agreement that the consideration is
valuable and sufficient and that neither party shall be able to assert otherwise in the event of
litigation.
2. Licensor's Duties and Responsibilities. In addition to any other duties and responsibilities
set forth in this License Agreement,Licensor shall:
2.1. Furnish the necessary furniture,existing utilities,including internet,and electrical
power available at the Premises, at all times, for the ordinary and intended use of such, which
includes lighting and water for ordinary and intended use.
2.2. Ensure the Premises is suitable for its intended purpose.
2.3. Provide parking at the Premises sufficient to serve the purpose of the Program,
including,but not limited to,parking for Program staff and parents.
2.4. Permit City to bring into the Premises any equipment and supplies reasonably
necessary to further the purpose of the Program.
2.5. Provide staff to lock and unlock the Premises and arm and disarm any security
system.
2.6. Ensure that a Licensor employee is present at the Premises at all times during
Licensee's use.
2.7. Designate a Licensor employee to serve as the point of contact for logistic and
reporting requirements.The initial point of contact shall be:
Name: Lydia McConathy,Event and Rental Manager
Email: Imcconathy@brit.org/Phone:(817)335-8687
2.8. As soon as is reasonably practical,notify Licensee,through its point of contact,of
any unforeseen closure of the Premises.
2.9. Allow Licensee to photograph, video, graphically depict and publicly display the
Premises,Licensor's employees,and other documentation of the Program for any non-commercial
purpose whatsoever.
2.10. Notify Licensee,through its point of contact,of all complaints received related to
Licensee's use of the Premises.
3. Licensee's Duties and Responsibilities.In addition to any other duties and responsibilities
set forth in this License Agreement,Licensee shall:
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License Agreement—BRIT Water Conservation Program
3.1. Provide a Program Coordinator to help oversee implementation and supervision
of the Program and work collaboratively with Licensor in the delivery of Program services.Among
other things, City's Program Coordinator will communicate with Licensor on issues related to
support services, including any City equipment necessary for the operation of the Program,use of
other City programs that support this Program,and City staff.
3.2. Assure that there a sufficient number of Licensee employees to satisfactorily
conduct the Program.
3.3. Not occupy the Premises beyond the times listed in Exhibit A unless granted
express written permission.
3.4. Designate a point of contact and Program Coordinator for Program administration
and logistics. The initial point of contact and Program Coordinator shall be:
Name:Becki Begley,Water Conservation Specialist
Email: Rebecca.beglleygfortworthtexas.gov/Phone: 817-392-2417
4. Condition of the Premises. LICENSEE EXPRESSLY ACKNOWLEDGES AND
AGREES IT HEREBY ACCEPTS THE PREMISES,AS IS, WHERE IS,AND WITHOUT ANY
WARRANTIES OF WHATEVER NATURE, EXPRESS OR IMPLIED, IT BEING THE
INTENTION OF THE LICENSOR AND LICENSEE TO EXPRESSLY NEGATE AND
EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED, IN FACT OR BY LAW,
INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF SUITABILITY,
AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY
PARTICULAR PURPOSE,CONTAINED IN OR CREATED BY ANY APPLICABLE LAW OF
THE STATE OF TEXAS.
5. Security Deposit. Licensor and Licensee each acknowledge and agree that no security
deposit for the use of the Premises is required by the Licensee.
6. Utilities and taxes. All utilities and taxes related to the Premises shall be paid by the
Licensor.
7. Repairs and Maintenance. If deemed necessary or desirable by Licensor, any such
repairs(including structural repairs)or general maintenance shall be Licensor's sole responsibility
and expense. Licensee shall maintain the Premises as necessary to serve Licensee's purposes
hereunder. Notwithstanding the foregoing, Licensor shall not be obligated to make any repair
necessitated by the negligence of Licensee or by any breach of this Agreement by Licensee.
8. Alterations and Improvements. Licensee shall make no alterations or improvements to
the Premises without the prior written consent of the Licensor. Any Licensee improvements
approved by the Licensor and made by Licensee after the Effective Date which remain on the
Premises after the termination of this Agreement may become the property of the Licensor and may
be disposed of as the Licensor may determine with no liability or obligation to Licensee.
9. Insurance.
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License Agreement—BRIT Water Conservation Program
Licensee is a self-funded entity and as such may not maintain a commercial liability
insurance policy to cover premises liability. Damages for which Licensee would ultimately
be found liable would be paid directly and primarily by the Licensee and not by a
commercial insurance company.
10. Indemnity; Limitation of Right of Recovery against Licensee. Except for the gross
negligence or willful misconduct of Licensee, or a breach of this Agreement by Licensee or its
agents, attorneys, employees, contractors, representatives, officers, directors, and related parties,
Licensor agrees to indemnify and hold harmless the Licensee and its agents,attorneys,employees,
contractors, representatives, officers, directors, and related parties (the "Licensee Indemnified
Parties") of and from any claim, assertion, demand, right, or cause of action arising out of
Licensee's use of the Premises or the performance of this Agreement.
11. Defaults and Remedies.
Licensor's failure to perform or observe any covenant or condition of this Agreement shall,
if continuing for thirty(30)days after written notice thereof to Licensor,constitute an Event
of Default and the Licensee may seek all damages and remedies available to it by law.
12. Termination.
12.1 Either party may terminate this agreement without cause by providing 30 day
written notice to the other party.
12.2 Liscensee may terminate his agreement at any time prior to event; however,
Liscensee will be subjected to charges based on the schedule below:
Execution of this Agreement to 60 days prior to date of EVENT: 50% of total
estimated charges;
59 to 30 days prior to date of EVENT: 25%of total estimated charges;
29 days prior to date of EVENT: 100%of total estimated charges.
13. Notices.
13.1. All notices to the Licensor shall be sent to:
Botanical Research Institute of Texas
1700 University Street
Fort Worth,TX 76107
13.2. All notices to Licensee shall be sent to:
City of Fort Worth
Christopher Harder,PE
Water Department Director
200 Texas Street
Fort Worth,Texas 76102
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License Agreement—BRIT Water Conservation Program
With a copy to:
City of Fort Worth
City's Attorney Office
200 Texas Street
Fort Worth,Texas 76102
13.3. Mailing of all notices under this Agreement shall be deemed sufficient if mailed
certified, return receipt requested and addressed as specified herein to the other party's address.
All time periods related to any notice requirements specified in this Agreement shall commence
upon the terms specified in the section requiring the notice. In the absence of any such provision,
notice shall be deemed effective on the earlier of actual receipt or three(3)days after mailing
14. Entire Agreement; Modification. This Agreement shall constitute the entire agreement
of the Licensor and Licensee, and shall supersede any prior agreements, either oral or written,
pertaining to the Premises. This Agreement cannot be changed or modified orally,but only by an
instrument in writing signed by both parties.
15. Waivers. One or more waivers of any covenant,term, or condition of this Agreement by
either the Licensor or Licensee shall not be construed as a waiver of a subsequent breach of the
same covenant,term, or condition. The consent or approval by either the Licensor or Licensee to
or of any act by the other party requiring such consent or approval shall not be deemed a waiver or
render unnecessary consent to or approval of any subsequent similar act.
16. No Partnership. No provisions of this Agreement shall be deemed or construed to
constitute a partnership or joint venture. Licensee shall have no express or implied right or
authority to assume or create any obligations on behalf of or in the name of the Licensor.
17. Choice of Law; Venue. This Agreement and the relationship created hereby shall be
governed by the laws of the State of Texas. Exclusive venue for any action brought to interpret or
enforce the terms of this Agreement or for any breach shall be in Tarrant County,Texas.
18. Construction.
18.1. Whenever used herein the singular number shall include the plural and the plural
number shall include the singular. Whenever used herein the masculine gender shall include the
feminine and neuter genders and the neuter gender shall refer to any gender.
18.2. Paragraph headings used in this Agreement are intended for convenience only and
not necessarily to describe the intent of a particular Paragraph and therefore shall not be construed
as limiting the effect of any provision of this Agreement.
19. No Waiver of Sovereign Immunity. Nothing in this Agreement shall be deemed or
construed to waive either parry's sovereign immunity.
20. Counterparts. This Agreement may be executed in any number of counterparts,each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
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License Agreement—BRIT Water Conservation Program
21. Effectiveness. This Agreement shall be binding upon the Licensee upon full execution by
the parties.
EXECUTED this Oct 30,2020 day of OCt 30,2020 2020.
LICENSEE: LICENSOR:
CITY OF FORT WORTH BOTANICAL RESEARCH
INSTITUTE OF TEXAS,
INCORPORATED
?LiC?�JL��% A
Dana Burghdoff(Oct 27,20 7:57 CDT6,61
By:
Dana Burghdoff Title:4�r
e a
Assistant City Manager
APPROVAL RECOMMENDED: WITNESS:
Christopher F6rder(Oct 22,202017:02 CDT)
Christopher Harder,PE Title:
Fort Worth Water Department Director
APPROVED AS TO FORM AND LEGALITY:
Chris-ta)?. Lo e not s
Christa R.Lopez-Reynolds(Oct 27,2020 17:27 CDT)
Christa R. Lopez-Reynolds
Sr. Senior Assistant City Attorney
4.p440pn�
ATTEST: �p� FORro,
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°
Mary Kayser
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City Secretary
No M&C Required
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible for the monitoring and administration
of this contract,including ensuring all performance and reporting requirements.
,V2/2GG61 t 42A
By: Rebecca Begley(Oct 1 ,202 5:11 CDT)
Name: Rebecca L.Begley
Title: Water Conservation Specialist
OFFICIAL RECORD
Page 16 CITY SECRETARY
License Agreement—BRIT Water Conservation Program
FT.WORTH, TX
Exhibit"A"
Rental and Class Requirements
Task Description of Task Cost per Task
Task One Rental of BRIT facilities for the City of 4-hour rental of $8,100. 00
Fort Worth Water 2021 Water Saving Commons for 9
Seminar Series. There will be 9 events, events
on selected Thursdays, from 6 to 8 p.m.
with a maximum of 80 guests. 15% Admin Fee $1,215.00
Dates for 2021:
• March 11, 2021
• April 8, 2021
• May 13, 2021
• June 10, 2021
• July 8, 2021
• August 12, 2021
• September 9, 2021 TOTAL-Task 1 $9,315.00
• October 14, 2021
• November 11, 2021
Task Rental of BRIT first floor and FWBG 8-hour rental of $4,600.00
Two (all indoor rooms) for City of Fort BRIT first floor
Worth Water YardSmart Conference in
Fall 2021. Events will be held from 8 1 extra rental
a.m. to 5 p.m. on a Saturday, exact date hour of BRIT $150.00
to be determined. Number of guests
TBD. 15% Admin Fee
$712,50
9-hour rental of
Lecture Hall, $4,500.00
Oak Hall,
Redbud Hall,
Brides Room at
FWBG
TOTAL-Task 2 $9,962.50
Task Rental of BRIT first floor and all 8-hour rental of $4,600.00
Three indoor rooms at the FWBG foT City of BRIT first floor
Fort Worth Water YardSmart Conference
in Spring 2022. Events will be held from 1 extra rental $150.00
8 a.m. to 5 p.m. on a Saturday, exact date hour of BRIT
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License Agreement—BRIT Water Conservation Program
to be determined.Number of guests
TBD. 15% Admin Fee $712.50
Rental for this event is paid 6-8 months 9-hour rental of $4,500.00
in advance to guarantee date. This is Lecture Hall,
reason for inclusion in this contract. Oak Hall,
Redbud Hall,
Brides Room at
FWBG
$9,962.50
TOTAL-Task 3
Task BRIT Education will provide a total of Cost of six(6) $12,000.00
Four six adult and family education classes Educational
for the City of Fort Worth Water Classes (not to
Department. Three classes from our exceed this
Adult Education program and three amount for staff
family classes from our Children& and materials)
Family program. All classes will be two
hours in length and held at BRIT or the
Fort Worth Botanic Garden for a price
not to exceed$12,000 annually including
supplies.
All classes will be age appropriate and
model best practices in engaging all
learners.
c BRIT education staff will create learning
objectives and experiential learning
opportunities for each class agreed upon
by both parties.
BRIT will own the Rights to all material
created for the program.
Assessments of the classes will be
created by BRIT but will be shared with
the FWWD.
The Fort Worth Water Department will
advertise other BRIT education
opportunities throughout the year.
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License Agreement—BRIT Water Conservation Program
Both parties will work together to create
a calendar for the 2021 classes.
BRIT will provide a detailed supply cost
budget for each class including in the TOTAL-Task 4 $12,000.00
overall cost.
Class attendance will be based on 100%
occupancy, unless CDE have restricted
guidelines in place.
Participants will receive take home
resources from the classes.
Task Rental of BRIT Commons for six (6) 4-hour rental of $5,400.00
Five adult and family education classes. Event BRIT
Time: TBD by event. Commons
Room Rental: Commons $810.00
Number of Guests: TBD. 15% admin fee
$6,210.00
TOTAL-Task 5
Total Water Saving Seminars Rentals 9 seminars $9,315.00
Cost of
Contract Yard Smart Fall 2021 Rental 1 event $9,962.50
Yard Smart Spring 2022 Rental 1 event $9,962.50
Adult&Family Education Classes 6 classes $6,210.00
(Room Rental)
25% discount -$8,530.00
25%Rental Only Discount($33,182.00)
(COVID-19) -$1,328.00
2020 Water Saving Seminars Credit
Education $12,000.00
Adult&Family Education Classes
(Education) TOTAL All $37,592.50
Tasks
Total Contract Amount for FY 2021
Rental Rental includes:
Informat • Up to(200) indoor chairs, (20) 60"round tables, (30)4' tables, (26) 5'
ion tables, (6) cocktail tables, (4)metal bistro tables with(4)metal chairs each
• All tables and chairs set up upon arrival
• Day of Venue Manager
•AV equipment
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License Agreement—BRIT Water Conservation Program