HomeMy WebLinkAboutContract 63858CSC No. 63858
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").
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This License Agreement;
2. Exhibit A- Price Schedule;
3. Exhibit B- Insurance Requirements.
Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for
all purposes. In the event of any conflict between the terms and conditions of Exhibits A and B and the terms
and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall
control.
WHEREAS, Licensor is the owner of certain property located at 1700 University Drive, Fort Worth,
TX 76107; and
WHEREAS, Licensor now manages the Fort Worth Botanic Gardens facilities on behalf of the
Licensee (CSC 54201, M&C 20-0347); and
WHEREAS, the properties now collectively owned and managed by Licensor are herein referred to
as ("Facilities"); and
WHEREAS, City, through its Water Department, manages and implements a Water Conservation
Program through various classes to the public ("Program"); and
WHEREAS, Licensor and Licensee have previously contracted for use of the separately managed
facilities for implementation of the Program (CSC 54757); and
WHEREAS, Licensor is willing to continue to provide the rental of the Facilities to Licensee to
conduct the Program; and
WHEREAS, Licensor is willing to perform certain classes for the public at the Facilities as part of
the Program; and
WHEREAS, Licensee and Licensor wish to set forth the terms by which Licensee may use a portion
of the Facilities as instructional and classroom space for conducting the Program; and
WHEREAS, Licensee and Licensor desire to set out each party'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 Facilities; Use of Facilities. For and in consideration of the agreements of the parties expressed
herein, Licensor does hereby grant to Licensee the use of classrooms, event spaces and all necessary equipment
to conduct the classes located at the above -described Facilities as set forth in greater detail in Exhibit A, which
is attached hereto and incorporated herein. Licensor may also perform certain classes to the public as described
Rev. 5.04.21 OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
in Exhibit A. The Facilities 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 February 1, 2025, and ending on January 31, 2026 ("Primary
Term"). The term may be extended for up to four (4) additional one-year renewals with the same terms and
conditions upon mutual written agreement.
1.2. License Fee. Licensee agrees and shall pay to the Licensor as base rent for the Facilities
during the said Term, the total maximum sum of $23,995.00 as detailed 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 Resuonsibilities. 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 Facilities, at all times, for the ordinary and intended use of such, which includes lighting,
drinking water, and tap water and HVAC (heating, ventilation, and air conditioning) for the safety of Program
participants.
2.2. Ensure the Facilities is suitable for its intended purpose. Ensure that the Facilities are suitable
for their intended purpose, including compliance with all applicable local, state, and federal laws and
regulations, such as safety codes, fire codes, and accessibility standards under the Americans with Disabilities
Act (ADA).
2.3. Provide parking at the Facilities sufficient to serve the purpose of the Program, including, but
not limited to, parking for Program staff and attendees. Parking shall include accessible spaces as required by
law and be located within reasonable proximity to the Facilities.
2.4. Permit City to bring into the Facilities any equipment and supplies reasonably necessary to
further the purpose of the Program.
2.5. Provide staff to lock and unlock the Facilities and arm and disarm any security system aligned
with Program schedule.
2.6. Provide trained I.T. and Audiovisual staff to set up, operate, and troubleshoot all Facility
audiovisual and internet equipment prior to and throughout the duration of the Program for licensees and
licensee vendors. A response time of no more than 15 minutes shall be maintained for any technical issues
that arise during Program hours.
2.7. Provide designated Licensor education staff for designing, presenting, and assisting in
educational seminars that serve the purpose of the Program.
2.8. Ensure that a Licensor employee is present at the Facilities at all times during Licensee's use.
2.9. 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, Director of Private Events
Email: lmcconathv(ifwba.ora / Phone:(817)335-8687
Rev. 5.04.21
2.10. As soon as is reasonably practical, notify Licensee, through its point of contact, of any
unforeseen closure of the Facilities. Notification shall occur no less than 24 hours before the start of the
Program.
2.11. Allow Licensee to photograph, video, graphically depict and publicly display the Facilities,
Licensor's employees, and other documentation of the Program for any non-commercial purpose whatsoever.
2.12. Notify Licensee, through its point of contact, of all complaints received related to Licensee's
use of the Facilities within 24 hours of receiving any complaint.
3. Licensee's Duties and Responsibilities. In addition to any other duties and responsibilities set forth in
this License Agreement, Licensee shall:
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 and vendor programs that
support this Program, and City staff.
3.2. Assure that there are sufficient Licensee employees to conduct the Program satisfactorily.
3.3. Not occupy the Facilities 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: Micah Reed, Water Conservation Manager
Email: Micah.Reed(afortworthtexas.aov / Phone: 817-392-8740
4. Condition of the Facilities. LICENSF . EXPRFSSLY ACKNOWLEDGES AND AGREES IT
HEREBY ACCEPTS THE FACILITIES, 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 Denosit. Licensor and Licensee each acknowledge and agree that no security deposit for
the use of the Premise is required by the Licensee.
6. Utilities and taxes. All utilities and taxes related to the Facilities shall be paid by the Licensor.
7. Renairs 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 Facilities as necessary to serve Licensee's purposes hereunder. Notwithstanding
the foregoing Licensor shall not be obligated to make any repair necessitated by the nel4ligence of
Licensee or by any breach of this Agreement by License.
8. Alterations and Improvements. Licensee shall make no alterations or improvements to the Facilities
without the prior written consent of the Licensor. Any Licensee imnrovement�s approved by the Licensor and
made by Licensee after the Effective Date which remain on the Facilities 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.
Rev. 5.04.21
9. Insurance. Licensee is a self -funded entity and as such may not maintain a commercial liability
insurance policy to cover Facilities 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 Facilities 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 &Lthirty (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 Licensee may terminate his agreement at any time prior an event; however, Licensee 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
With a gDay 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 parry's address. All time periods related
to any notice requirements specified in this Agreement shall commence upon the terms specified in the section
Rev. 5.04.21
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
Facilities. 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 Immunitv. Nothing in this Agreement shall be deemed or construed to
waive either party's sovereign or governmental immunity.
20. Counterparts. This Agreement may be executed electronically or 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.
21. Effectiveness. This Agreement shall be binding upon the Licensee upon full execution by the
arti
LICENSEE:
CITY OF FORT WORTH
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By: Jesica McEachern
Title: Assistant City Manager
08/26/2025
Rev. 5.04.21
LICENSOR:
BOTANICAL RESEARCH
INSTITUTE OF TEXAS,
INCORPORATED
I_�g
dia MoConathv
Lydi.
By: Lydia McConathy
Title: Event and Rental Manager
APPROVAL RECOMMENDED:
By: Christopher Harder, PE
Title: Fort Worth Water Department Director
APPROVED AS TO FORM AND LEGALITY:
wo—v
Douglas Black (Aug 21, 2025 09:52:07 CDT)
By: Douglas W. Black
Title: Sr. Assistant City Attorney
ATTEST: p�� FFORp�o�o
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P
By: Jannette S. Goodall a°°Ilb'X 454a
Title: City Secretary
No M&C Required
CONTRACT COMPLIANCE MANAGER
WITNESS:
By: Micah Reed
Title: Water Conservation 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.
?rlc4-iiAad
By: Micah Reed
Title: Water Conservation Manager
OFFICIAL RECORD
Rev. 5.04.21 CITY SECRETARY
FT. WORTH, TX
Exhibit "A"
Task Description of Task Cost per Task
Task One Rental of BRIT facilities for the City of 4-hour rental of $6,259.00
Fort Worth Water Saving Seminar Series. Commons for 9
There will be 9 events, on selected events
Thursdays, from 6pm to 8 p.m. with a
maximum of 100 guests. 10% Admin Fee $626.00
TOTAL -Task 1 $6,885.00
Task Rental of FWBG indoor rooms (all
2-hour rental
Included in
Two indoor rooms) for City of Fort Worth
Friday
rental fee
Water YardSmart Conference. One
before for
Saturday in the Spring. The event will
event set-up
be held from 7:00am to 1:00pm, exact
4pm-6pm
date to be determined. Number of guests
TBD.
6-hour rental of
$5,050.00
Lecture Hall,
Oak Hall, and
Redbud Hall
10% Admin Fee
$505.00
$10/Admissionpass
Admission passes to the Garden. Total
$3,000.00
number up to 300.
TOTAL -Task 2 $8,555.00
Task Rental of FWBG indoor rooms (all
2-hour rental Included in
Three indoor rooms) for City of Fort Worth
Friday rental fee
Water YardSmart Conference. One
before for
Saturday in the Fall. The event will be
event set-up
held from 7:00am to 1:00pm, exact date
4pm-6pm
to be determined. Number of guests
TBD.
6-hour rental of
Lecture Hall, $5,505.00
Oak Hall, and
Redbud Hall
10% Admin Fee
$505.00
Admission passes to the Garden. Total $10/Admission
number up to 300. pass $3,000.00
Rental for this event is paid 6-8 months
in advance to guarantee date. This is TOTAL -Task 3
reason for inclusion in this contract. $8,555.00
Rev. 5.04.21
Task FWBG I BRIT will provide up to six
Cost of six (6)
TBD for FY
Four educational classes for the City of Fort
Educational
2026 and
Worth Water Department. All classes
Classes (staff,
forward
will be two hours in length and held at
materials/
BRIT during the Water Saving Seminars.
supplies, and
Cost TBD based on staff, experts, or
admin fee.)
teachers, materials/supplies, and admin
fee.
10% Admin fee
TBD for FY
2026 and
All classes will be age -appropriate and
forward
model best practices in engaging all
learners.
FWBG I BRIT staff, experts, or teachers
will create learning objectives and
experiential learning opportunities for
each class agreed upon by both parties.
FWBG I BRIT will own the Rights to all
material created for the program.
Assessments of the classes will be
created by FWBG I BRIT but will be
shared with the FWWD.
The Fort Worth Water Department will
advertise other FWBG I BRIT education
opportunities throughout the year.
Both parties will work together to create
a calendar for the classes.
FWBG I BRIT will provide a detailed
supply cost budget for each class
including in the overall cost.
Participants will receive take home
resources from the classes.
TOTAL -Task 4 TBD for FY
2026 and
forward
Total Water Saving Seminars Rentals 9 seminars $6,885.00
Cost of
Contract Yard Smart Spring Rental 1 event $5,555.00
Yard Smart Fall Rental 1 event $5,555.00
Rev. 5.04.21
Admission passes to the Garden. The
$10/Admission
$6,000.00
number of passes total up to 600 per
pass
year.
FWBG I BRIT
TBD for FY
Educational Classes - includes staff,
(Staff,
2026 and
experts, or teachers, materials/supplies,
materials/
forward
and admin fee.
supplies, and
admin fee)
TOTAL All
$23,995.00
Tasks
Total Contract Amount
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
Rev. 5.04.21
EXHIBIT "B"
CITY OF FORT WORTH
STANDARD INSURANCE REOUIREMENTS
(1) INSURANCE LIMITS
a. Commercial General Liability — Insured shall maintain commercial general
liability (CGL) and, if necessary, commercial umbrella insurance as follows:
$1,000,000 each occurrence
$2,000,000 aggregate
If such Commercial General Liability insurance contains a general aggregate limit,
it shall apply separately to this Project or location.
City shall be included as an additional insured with all rights of defense under
the CGL, using ISO additional insured endorsement or a substitute providing
equivalent coverage, and under the commercial umbrella, if any. This
insurance shall apply as primary insurance with respect to any other insurance
or self-insurance programs afforded to City. The Commercial General
Liability insurance policy shall have no exclusions or endorsements that would
alter or nullify: premises/operations, products/completed operations,
contractual, personal injury, or advertising injury, which are normally
contained within the policy, unless City specifically approves such exclusions
in writing.
Insured waives all rights against City and its agents, officers, directors and
employees for recovery of damages to the extent these damages are covered
by the commercial general liability or commercial umbrella liability insurance
maintained in accordance with Agreement.
b. Business Auto — Insured shall maintain business auto liability and, if
necessary, commercial umbrella liability insurance as follows:
$1,000,000 each accident (or reasonably equivalent limits of
coverage if written on a split limits basis).
Such insurance shall cover liability arising out of "any auto", including owned,
hired, and non -owned autos, when said vehicle is used in the course of Insured's
business and/or the Project. If Insured owns no vehicles, coverage for hired or non -
owned autos is acceptable.
Insured waives all rights against City and its agents, officers, directors and
employees for recovery of damages to the extent these damages are covered
by the business auto liability or commercial umbrella liability insurance
obtained by Insured pursuant to this Agreement or under any applicable
auto physical damage coverage.
CFW Standard Insurance Requirements
Rev. 5.04.21
Page 1 of 3
c. Workers' Compensation — Insured shall maintain workers compensation and
employer's liability insurance and, if necessary, commercial umbrella liability
insurance as follows:
Coverage A: statutory limits Coverage
B: $100,000 each accident
$500,000 disease - policy limit
$100,000 disease - each employee
Insured waives all rights against City and its agents, officers, directors and
employees for recovery of damages to the extent these damages are covered
by workers compensation and employer's liability or commercial umbrella
insurance obtained by Insured pursuant to this Agreement.
d. Professional Liability (Errors & Omissions) — Insured shall maintain professional
liability insurance as follows:
$1,000,000 - Each Claim Limit
$2,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability policy, or a separate policy specific to Professional
E&O. Either is acceptable if coverage meets all other requirements. Coverage
shall be written on a claims -made basis, and maintained for the duration of the
contractual agreement and for five (5) years following completion of services
provided. The policy shall contain a retroactive date prior or equal to the Effective
Date of the Agreement or the first date of services to be performed, whichever is
earlier. An annual certificate of insurance shall be submitted to City to evidence
coverage.
(2) GENERAL INSURANCE REQUIREMENTS
a. Certificates of insurance evidencing that Insured has obtained all required insurance
shall be attached to Agreement concurrent with its exe cution. Any failure to attach the
required insurance documentation hereto shall not constitute a waiver of the insurance
requirements.
b. Applicable policies shall be endorsed to name City as an Additional Insured, as its
interests may appear, and must afford the City the benefit of any defense provided by
the policy. The term City shall include its employees, officers, officials, and agents as
respects the contracted services. Applicable policies shall each be endorsed with a
waiver of subrogation in favor of City with respect to the Project.
C. Certificate(s) of insurance shall document that insurance coverage limits specified in
this Agreement are provided under applicable policies documented thereon. Insured's
insurance policy(s) shall be endorsed to provide that said insurance is primary
protection and any self -funded or
commercial coverage maintained by City shall not be called upon to contribute to loss recovery.
Insured's liability shall not be limited to the specified amounts of insurance required herein.
CFW Standard Insurance Requirements Page 2 of
Rev. 5.04.21
d. Other than worker's compensation insurance, in lieu of traditional insurance,
City may consider alternative coverage or risk treatment measures through
insurance pools or risk retention groups. City must approve in writing any
alternative coverage for it to be accepted.
e. A minimum of thirty (30) days' notice of cancellation or material change in
coverage shall be provided to City. A ten (10) days' notice shall be acceptable in the
event of non-payment of premium.
f. Insurers must be authorized to do business in the State of Texas and have a current
A.M. Best rating of A: VII or equivalent measure of financial strength and solvency
as determined by the City's Risk Management division.
g. Any deductible or self -insured retention in excess of $25,000 that would change or
alter the requirements herein is subject to approval in writing by City, if coverage
is not provided on a first -dollar basis. City, at its sole discretion, may consent to
alternative coverage maintained through insurance pools or risk retention groups.
Dedicated financial resources or letters of credit may also be acceptable to City.
h. In the course of the Agreement, Insured shall report, in a timely manner, to City's
Risk Management Department with additional notice to the Contract Compliance
Manager, any known loss or occurrence which could give rise to a liability claim
or lawsuit against City or which could result in a property loss.
i. City shall be entitled, upon its request and without incurring expense, to review
Insured's insurance policies including endorsements thereto and, at City's
discretion, Insured may be required to provide proof of insurance premium
payments.
j. Lines of coverage, other than Professional Liability, underwritten on a claims- made
basis, shall contain a retroactive date coincident with or prior to the date of this
Agreement. The certificate of insurance shall state both the retroactive date and that
the coverage is claims -made.
k. Coverages, whether written on an occurrence or claims -made basis, shall be
maintained without interruption nor restrictive modification or changes from date
of commencement of the Project until final payment and termination of any
coverage required to be maintained after final payments.
I. City shall not be responsible for the direct payment of any insurance premiums
required by Agreement.
m. Subcontractors of Insured shall be required by Insured to maintain the same or
reasonably equivalent insurance coverage as required for Insured. Upon City's
request, Insured shall provide City with documentation thereof.
CFW Standard Insurance Requirements Page 3 of
Rev. 5.04.21