HomeMy WebLinkAboutContract 40564 CITY SECRETARY CONTRACT
No. �,
THIS AGREEMENT is signed on this 14th day of July, 2010, to be effective as of
October 1, 2010 (the "Effective Date"), by and between the City of Fort Worth (the "City"), a
home rule municipal corporation of the State of Texas, and the Fort Worth Zoological
Association, a Texas nonprofit corporation(the "Zoo Association"):
WITNESSETH:
WHEREAS, the City is a municipal corporation existing under the Constitution and laws
of the State of Texas and by home rule Charter; and
WHEREAS, the Charter of the City vests all powers of city government in its City
Council; and
WHEREAS, the City owns a tract of land for the benefit of the public which is known as
Forest Park ("Forest Park"); and
WHEREAS, the City has dedicated certain portions of Forest Park to be used for the
development of the Fort Worth Zoo (the "Zoo'), the boundary of which has been approved by
the City Council by adoption of City Ordinance 10261 and is specifically defined in Exhibit"A",
a copy of which is attached hereto and incorporated herein by reference; and
WHEREAS, the boundary of the Zoo has been in existence since 1989 and this
Agreement reaffirms such existing Zoo boundary; and
WHEREAS, the Zoo Association is a nonprofit corporation of the State of Texas which
was organized in 1950 as a citizen support group whose mission has been to assist the Zoo in
operational,educational and developmental growth for the benefit of all Fort Worth citizens; and
OFFICIAL RECORD
CITY SECRETARY 0 7-16-10 P 0 2: 14 I N
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FT.WORTH,TX 1,
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WHEREAS, the Zoo Association is governed by a Board of Directors made up of
volunteer citizens who are elected by the Zoo Association and who are interested in the Zoo and
its programs; and
WHEREAS, the City and the Zoo Association have been parties to a series of contracts
pursuant to which the Zoo Association has provided financial and management services to the
Zoo; and
WHEREAS, the City and the Zoo Association are currently parties to the certain City
Secretary Contract No. 18454 dated as of May 14, 1991, as amended; and
WHEREAS, since 1991,the Zoo Association has demonstrated dedication and excellence
in its stewardship of the Zoo, and the Zoo has thrived during this period; and
WHEREAS, under the management of the Zoo Association, the Zoo has been ranked as a
"top zoo in the nation"by Family Life magazine, the Los Angeles Times and USA Today, and as
"one of the top zoos in the south"by Southern Living Reader's Choice Awards; and
WHEREAS, under the management of the Zoo Association, the Zoo has been named the
"# 1 attraction in the Dallas/Fort Worth Metroplex" by the world-renowned Zagat's Family
Travel Guide; and
WHEREAS, since 1991, the Zoo Association has invested in excess of$120 million to
fund new exhibits, deeded improvements and repairs throughout the Zoo; and
WHEREAS, the City desires for the greater Fort Worth area to continue to benefit
economically from the Zoo Association's management of the Zoo, through increased tourism,
sales tax revenues and other advantages provided by a premier attraction and education venue;
and
WHEREAS, the City seeks to ensure the continued safe operation of the Zoo for Zoo
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patrons, animals and the Zoo's employees; and
WHEREAS, the City desires to provide for the continued proper health and care of the
animals at the Zoo and maintain the Zoo's accreditation with a national zoological association;
and
WHEREAS, the Zoo Association has a 60-year history of contributing significant
financial and other benefits relating to the management and operation of the Zoo, including the
acquisition of animals and specimens, the education of children and families, the construction of
permanent exhibits and other public improvements, management of concession operations and
employees, the collection of gate receipts and the management of gate employees, and the
contribution of other significant services, benefits and support to the Zoo; and
WHEREAS, the Zoo Association is uniquely qualified to provide management services
to the Zoo, given its 60-year history of involvement with and support of the Zoo; its
demonstrated knowledge of Zoo operations; its acquisition and ownership of the animal
collection and its current and past operation of the food and gift facilities; its demonstrated
success at raising funds for the improvement, construction and maintenance of Zoo facilities; its
development, management and promotion of the Zoo's educational programs (including
sponsoring scholarships); and its demonstrated success in the funding, organization and
execution of community outreach programs which serve all areas of Fort Worth; and
WHEREAS, the Zoo Association owns and/or manages a vast animal collection at the
Zoo; and
WHEREAS, the Zoo Association is willing to continue to provide management services
relating to the Zoo in exchange for the management fees provided for herein; and
WHEREAS, the City and the Zoo Association desire for the management fees and all
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other revenue from the operation of the Zoo, including without limitation, admission and parking
fees and proceeds of retail and educational operations, be used solely for the benefit of the Zoo
and its programs; and
WHEREAS, the City desires, and the Zoo Association is committed, to expend funds to
improve the Zoo pursuant to the previously adopted plan referred to herein and within the
boundary defined in Exhibit"A" for the proper health and care of the Zoo's animal collection and
for the education and enjoyment of all citizens of Fort Worth; and
WHEREAS, the City endorses the Zoo Association's past and future plans to fully
develop, maintain and update the property and facilities located within the Zoo boundary,
including the previously undeveloped area of the soccer fields within such boundary; and
WHEREAS, the City recognizes, reaffirms and approves the plan for Zoo development
detailed in the Forest Park Master Plan as well as the Zoo Association's goals, and services to the
citizens of Fort Worth; and
WHEREAS, the partnership between the City and the Zoo Association has become a
model of public-private cooperative endeavors; and
WHEREAS, the City and the Zoo Association wish to continue in this highly successful
relationship while refining and clarifying aspects of the arrangements between the parties; and
WHEREAS, effective as of the Effective Date, both parties desire to simultaneously
terminate City Secretary Contract No. 18454 and all amendments thereto, and enter into this
Agreement;
NOW, THEREFORE,
KNOW ALL MEN BY THESE PRESENTS:
For and in consideration of the premises and the mutual covenants herein contained, the
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City and the Zoo Association do hereby agree as follows:
ARTICLE I.
TERM
1.01 The Term. The term of this Agreement shall commence on the Effective Date
and shall expire at midnight on September 30, 2030, subject to earlier termination as hereinafter
provided (the "Term").
ARTICLE II.
OWNERSHIP OF THE ZOO
2.01 Ownership. Title to all public lands, permanent improvements and property
currently owned by the City at the Zoo, and any permanent Improvements (as hereinafter
defined) constructed at the Zoo during the Term, shall remain vested or shall be vested in the
City.
2.02 Equipment and Other Property. The City will permit the Zoo Association to use
all City property currently used within the Zoo boundary or assigned to the Zoo to enable the
Zoo Association to fulfill its commitments hereunder for the benefit of the Zoo and the visiting
public.
ARTICLE M.
MANAGEMENT OBLIGATIONS AND RESPONSIBILITIES
OF THE ZOO ASSOCIATION
3.01 Service Operations. During the Term, the Zoo Association shall have the sole
right and obligation to fund and manage all Service Operations at the Zoo. Service Operations to
be funded and managed by the Zoo Association shall include, but are not necessarily limited to,
the following: souvenirs, concessions, attractions, rides, restaurants, facilities, food, beverages,
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gifts, promotions, marketing, leasing, catering, rentals, and strollers (collectively, the "Service
Operations").
The Zoo Association shall obtain, when necessary, and keep in effect, at its own cost and
expense, all licenses and permits necessary for the Service Operations as well as state licenses
and permits necessary for the sale of alcoholic beverages. However, the Zoo Association shall
not apply for said permits necessary for the sale of alcoholic beverages without prior approval of
the City Council, such approval not to be unreasonably withheld. All gross receipts the Zoo
Association derives from the Service Operations at the Zoo shall be used solely for the benefit of
the Zoo and its programs.
3.02 Education. During the Term, the Zoo Association shall have the obligation to
fund and manage educational programs in the Zoo for the purpose of stimulating awareness and
appreciation of conservation and wildlife issues, and shall provide educational services to
schools, adult and senior citizen groups, and other interested parties visiting the Zoo. The Zoo
Association will continue offering scholarships and special assistance to various disadvantaged
children and families interested in the Zoo's educational programs. Revenue, if any, derived by
the Zoo Association from the operation of the educational facilities and programs at the Zoo
shall be used solely for the benefit of the Zoo and its programs.
3.03 Personnel and Benefits.
(a) Like the City, the Zoo Association is and shall continue to be dedicated to the
hiring and promotion of the most qualified individuals without regard to their race, religion,
color, sex, national origin, age, sexual orientation or disability. The Zoo Association will
encourage applications from minority applicants. The Zoo Association's equal opportunity
policy will apply to such areas as the recruitment and hiring of qualified applicants, job
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assignments, pay levels, promotions/demotions,job transfers,job training, discipline, layoff and
discharge.
(b) As part of its management responsibilities, and subject to the terms and conditions
of this Agreement, the Zoo Association exclusively will have all the rights of a manager,
including but not limited to the right to supervise, hire, promote, discharge, transfer, lay off,
resolve disputes in accordance with appropriate procedures, to assign work, and to assess
performance of all Zoo Association employees working at the Zoo.
(c) The City is not responsible for wages, insurance benefits, workers' compensation
premiums (or qualified self-insurance alternative), vacation leave, sick leave, group insurance
premiums, pension or retirement benefits, other benefits, or other obligations or liabilities owed
to Zoo Association employees. The Zoo Association shall be responsible for all wages,
insurance benefits, workers' compensation premiums (or qualified self-insurance alternative),
vacation leave, sick leave, group insurance premiums, pension or retirement benefits and other
benefits, or other obligations or liabilities owed to Zoo Association employees.
3.04 Insurance. The Zoo Association shall maintain statutory workers' compensation
insurance (or qualified alternative self-insurance program) and employer's liability insurance
with coverage of not less than $500,000.00 per occurrence at its cost. The Workers'
Compensation Policy insuring the Zoo Association employees shall be endorsed to waive all
rights of subrogation in favor of the City. The Zoo Association will supply the City with a
verification of this waiver annually at renewal or on the anniversary date of this Agreement.
In addition, the Zoo Association shall maintain a Commercial General Liability Policy
with limits not less than $500,000.00 per occurrence during the Term. Said policy shall include
the City as an additional insured with respect to the acts of Zoo Association employees while in
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the course and scope of their employment at the Zoo. The Zoo Association will also purchase a
$2,000,000.00 umbrella liability policy naming the City as an additional insured to provide
excess coverage above the primary policies mentioned in this paragraph. The Zoo Association
shall furnish the City a Certificate of Insurance verifying such coverage with a confirmation that
such policy shall not be subject to cancellation except upon thirty (30) days' prior written notice
to the City. The City may, at its option, also require the Zoo Association to submit a copy of the
policy or policies of insurance in effect as well as proof of payment of premiums. All policies,
where applicable, shall be on an occurrence basis rather than a claims made basis.
The Zoo Association shall further provide liquor liability insurance with coverage limits
of not less than $500,000.00 adding the City as an additional insured with respect to this
exposure.
The Zoo Association and the City also will insure their respective real and personal
property at the Zoo from physical damage or destruction on an all-risk basis through a traditional
insurance format or through a self-insurance format. Each party is solely responsible for the
insurance of its own property. Any policy of insurance covering the respective owner party
(either the Zoo Association or the City) will be endorsed to waive all rights of subrogation that
the owner-party or its insurance company possesses in favor of the other party. Should the
owner party choose to self insure its property, or with respect to any deductible to the owner
party's traditional insurance policy, any losses to the related personal property shall be at the sole
risk of the owner party. To the extent covered by insurance, the Zoo Association and the City
hereby mutually waive and release any claims for damages or losses that one may have against
the other with respect to any of their real and personal property at the Zoo.
IN THE PERFORMANCE OF THIS AGREEMENT, THE ZOO ASSOCIATION
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COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH
THE PHYSICAL CONDITION OF THE ZOO PREMISES OR THE ACTS OR
OMISSIONS OF THE ZOO ASSOCIATION, ITS OFFICERS, AGENTS, EMPLOYEES,
CONTRACTORS, OR SUBCONTRACTORS; provided, however, that the foregoing
indemnity shall not relieve the City from any of its obligations, claims or liabilities arising from
the acts or omissions of any City employees not under the supervision, management, direction or
control of the Zoo Association or relieve the City from its obligations under this Section 3.04.
3.05 Zoo Plan. The City and the Zoo Association hereby reaffirm their commitment to
and approval of the plan for Zoo development detailed in the Forest Park Master Plan (the
"Master Plan"), approved by the City Council on November 10, 1987, and, subject to the terms
and conditions found in Section 3.06 herein, the City approves the construction of any
Improvements at the Zoo shown in such Master Plan. A conceptual map of the Master Plan with
the Zoo boundary outlined thereon is attached hereto as Exhibit "B" and incorporated herein by
reference. Reaffirmation of the Master Plan does not preclude other Improvements being
constructed in the Zoo during the Term. Additional Improvements not reflected in the Master
Plan may also be constructed by the Zoo Association in accordance with the provisions set forth
in Section 3.06.
3.06 Construction. The Zoo Association has the right and obligation to manage the
construction of all Improvements built after the Effective Date at the Zoo (the "Improvements").
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No such Improvements shall be constructed unless and until the plans and specifications for
same have been reviewed and approved in writing by the City Engineer, when required by law,
such approval not to be unreasonably withheld or delayed. All such plans and specifications, and
the Improvements constructed in connection therewith, must conform to all local, state and
federal codes, laws, and regulations now in force or hereinafter prescribed by authority of law.
In addition, no major animal exhibits shall be constructed after the Effective Date unless and
until the type and location of such exhibit is first approved by the City Manager, provided,
however, that if the estimated cost of the proposed exhibit exceeds the contracting authority
delegated to the City Manager under City Code, the Manager shall refer the proposed exhibit to
the City Council for approval. City approval shall not be unreasonably withheld or delayed. The
City shall cooperate with the Zoo Association in facilitating any Improvements at the Zoo.
Without limiting the generality of the foregoing, the City Manager shall have authority to waive
up to $50,000.00 per-project in building permitting fees and any other City fees that would
otherwise be required as a result of any construction at the Zoo during the Term. Any waiver of
fees in excess of $50,000.00 shall require the approval of the City Council. The parties
recognize that the Zoo has not been platted, and the City agrees to make all reasonable efforts to
ensure that the lack of a plat does not unduly delay the issuance of any permits associated with
construction of Improvements at the Zoo. If the Zoo is required to be platted during the Term,
the City shall bear all costs and expenses associated with the platting process.
The Zoo Association shall have the right and obligation to manage the modification
and/or relocation of any facilities, walkways, passageways or other structures within the current
boundary of the Zoo. All Improvements, modifications and/or relocations made at the Zoo shall
be made solely for the enhancement and benefit of the Zoo.
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Title to the Improvements shall be retained by the Zoo Association during construction,
but such title shall vest in the City upon completion of each project. The Zoo Association shall
take all steps necessary to vest title to the Improvements in the City, including but not limited to
the delivery of an instrument of donation to the City.
The Zoo Association also agrees that it will take all steps necessary to prevent any lien
being placed against the Improvements and AGREES TO INDEMNIFY THE CITY AND
HOLD THE CITY HARMLESS FROM ANY AND ALL SUCH LIENS AND FOR NON-
PAYMENT OF CONTRACTORS, SUBCONTRACTORS, LABORERS OR
MATERIALS FURNISHED IN CONNECTION WITH SUCH IMPROVEMENTS,
INCLUDING COSTS AND EXPENSES INCURRED BY THE CITY IN ANY DISPUTE
CONCERNING A LIEN AGAINST SAID IMPROVEMENTS OR THE NON-PAYMENT
FOR SAME. The Zoo Association agrees that at any time it undertakes to manage the
construction of any Improvement that costs in excess of $50,000.00 in the aggregate, the Zoo
Association shall, at its own cost and expense, cause to be made and executed by the
construction contractor either one or two separate bonds, in accordance with Section 2253.021 of
the Texas Government Code, as follows:
(1) If the amount of the construction contract awarded is in excess of$50,000.00:
(a) prior to the date of commencement of construction, the contractor shall
furnish a payment bond in a sum equal to the full amount of the
construction contract awarded; and
(b) said bond shall be for the protection of and use by payment bond
beneficiaries who have a direct contractual relationship with the
construction contractor or any of its subcontractors who is actually
supplying the public work labor or material.
(2) If the amount of the construction contract awarded is in excess of$100,000.00, in
addition to any bond required under subsection (1)above:
(a) prior to the date of commencement of construction, the contractor shall
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furnish a performance bond in a sum equal to the full amount of the
construction contract awarded; and
(b) said bond shall be conditioned on the faithful performance of necessary
construction and completion of improvements in accordance with
approved final plans,detailed specifications and contract documents.
The Zoo Association shall ensure that all required bonds list the City as dual obligee.
3.07 Maintenance of Zoo Structures. The Zoo Association covenants and agrees to
provide maintenance against normal wear and tear occurring after the Effective Date for all
exhibits and structures utilized at the Zoo. The Zoo Association also agrees to provide a
maintenance endowment equal to five percent (5%) of the required construction costs for any
major animal exhibit constructed at the Zoo after the Effective Date, to be held in escrow for the
benefit of the particular exhibit so endowed for as long as the exhibit exists. All existing
maintenance endowments heretofore established shall remain in effect for as long as the exhibit
exists.
3.08 Animals. The Zoo Association agrees to exercise best efforts to meet and fulfill
all of the standards, rules and regulations of the United States Fish and Wildlife Service
("USFWS") and the Department of Agriculture ("DOA") pertaining to animal health and safety
and to maintain the Zoo's accreditation with a recognized zoological association. The Zoo
Association also shall continue funding and managing the acquisitions and loans of animals at
the Zoo. Title to all animals acquired by the Zoo Association shall be held by the Zoo
Association in trust. Subject to the provisions of Section 7.02 of this Agreement, all animals will
be fed, maintained, housed and exhibited at the expense and under the sole management of the
Zoo Association.
3.09 Audit. The Zoo Association shall keep complete and accurate records, books and
accounts of all receipts and disbursements from its operations at the Zoo. The City shall, have
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the right to examine and audit said records, books and accounts. The City shall generally bear
the cost and expense of conducting such examination and audit but shall not be obligated to
reimburse the Zoo Association for personnel or overhead costs associated with Zoo Association
employees cooperating with or participating in such examination and audit. Such examinations
and audits shall be conducted during regular business hours on not less than three (3) days'
written notice to the Zoo Association. The Zoo Association shall furnish to the City a yearly
audit of its books, prepared by a certified public accountant, of gross receipts derived from the
Zoo Association's operations at the Zoo and all expenditures made from such gross receipts, such
report to be furnished within one hundred twenty (120) days after the end of the fiscal year of the
Zoo Association.
3.10 Signage. The Zoo Association shall install signage in and around the Zoo. Any
signs so installed must be constructed and installed in compliance with the ordinances, rules and
regulations of the City of Fort Worth; provided, however, that the City acknowledges and agrees
that during the Term the Zoo Association shall have a continued right to place the sign located at
the intersection of Colonial Parkway and University Drive in Fort Worth for advertising and
marketing purposes in a manner consistent with the Zoo Association's past usage of such sign.
In the event this sign is damaged or destroyed, the Zoo Association shall be allowed to rebuild a
sign of the same type and character, provided, however, that any rebuilt sign may not exceed the
dimensions of the sign that exists at this location as of the Effective Date.
3.11 Marketing and Advertising. As set forth in Section 3.01, the Zoo Association
shall have the sole responsibility for management of and the expenses incurred in the advertising,
marketing, merchandising and promotion of the Zoo. The City agrees that it will not enter into
any other advertising contracts affecting the Zoo; however, the City shall continue to use its best
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efforts to promote the Zoo.
3.12 Janitorial and Groundskeepin,g_Services. The Zoo Association shall manage all
janitorial and groundskeeping services at the Zoo. The Zoo Association shall be obligated to
maintain the Zoo in a clean, neat and attractive condition in a manner consistent with the
requirements or standards of the recognized zoological association with which the Zoo is
accredited and for the use and enjoyment of the public.
3.13 Security. The Zoo Association shall manage security operations at the Zoo and
shall be obligated to provide reasonable security for the animals, employees, visitors, equipment
and structures within the Zoo boundary. Such obligations include the construction and erection
of all fences located on the Zoo boundary, including the construction and erection of a fence
around the previously undeveloped area of the soccer field within the Zoo boundary.
3.14 Performance as an Independent Contractor. It is expressly understood and agreed
that the Zoo Association shall perform its obligations and responsibilities hereunder as an
independent contractor and not as an officer, agent, representative or employee of the City; that
the Zoo Association shall have exclusive control of and the exclusive right to control the details
of its obligations and responsibilities and all persons performing same; that the Zoo Association
shall be solely responsible for the acts or omissions of its officers, agents, employees or other
persons under its supervision, management and control; that the doctrine of respondeat superior
shall not apply as between the City and the Zoo Association; and that nothing herein shall be
construed as creating a partnership or joint enterprise between the City and the Zoo Association.
3.15 Performance. Subject to the faithful performance of the provisions of this
Agreement, the Zoo Association shall have the sole discretion to determine the method in which
it performs its obligations and responsibilities herein.
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3.16 Public Zoo. The Zoo Association agrees that at all times during the Term, it will
operate the Zoo as a public zoo for the use, benefit and enjoyment of the citizens of Fort Worth.
No major portion of the Zoo may be closed to or discontinued from public view for more than
sixty (60) days without prior City Council approval, such approval not to be unreasonably
withheld. The Zoo Association agrees that with respect to admission of the public and the
charges therefor, it will not discriminate as to race, religion, color, sex, national origin, age,
sexual orientation, transgender, gender identity, gender expression, or disability.
3.17 Minority and Women Business Enterprise Commitment. It is the policy of the
City to involve disadvantaged business enterprises in all phases of its procurement practices and
to provide them an equal opportunity to compete for contracts for construction, provision of
professional services, purchase of equipment and supplies and provision of other services
required by the City. In keeping with this policy, the Zoo Association agrees to incorporate the
ordinances establishing the City's Minority and Women Business Enterprises Policies and
Disadvantaged Business Enterprise Policies, as they may from time to time be amended, into all
contracts of the Zoo Association that call for expenditure of City funds and that would include a
goal if entered into by the City and will further require all persons or entities with whom it
contracts to comply with said ordinances. In all other instances,the Zoo Association will make a
good faith effort to include minority, women, and disadvantaged business enterprises among its
contractors and subcontractors.
3.18 Outdoor Events. It is expressly understood and agreed that the Zoo Association
conducts and/or permits numerous outdoor events at the Zoo on an annual basis. Many of these
outdoor events are conducted in connection with the Zoo Association's performance of its
marketing and promotion obligations in accordance with Section 3.11. The Zoo Association
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shall have the sole responsibility for management of all outdoor events conducted at the Zoo
during the Term of this Agreement. The parties acknowledge and agree that the requirements of
this Agreement shall govern the conduct of outdoor events held at the Zoo during the Term of
this Agreement, and such events shall be exempt from those regulations contained in that certain
draft City Ordinance dated June 30, 2010 relating to the amendment of Chapter 20, "Licenses
and Miscellaneous Business Regulations" of the Code of the City of Fort Worth should such
draft ordinance or a similar ordinance become enacted or adopted by the City after the execution
of this Agreement.
ARTICLE IV.
ADMISSION CHARGES
4.01 Mana ems. The Zoo Association shall be responsible for managing the
collection of admission and parking fees at the Zoo and its associated parking. The Zoo
Association will keep accurate records of the monies received from these charges and will
provide such records, upon reasonable request, to the City. All admission and parking fees shall
be managed and administered by the Zoo Association and used solely for the benefit of the Zoo
and its programs.
4.02 Price of Admission Tickets for Fort Worth Residents. The Zoo Association
hereby agrees that any increase in the prices of admission tickets over those prices charged (as of
the Effective Date) to Fort Worth residents shall not exceed the sum of an annual C.P.I.
adjustment and the following:
(a) $4.00 over the first five (5) years of the Term;
(b) A total of$8.00 over the first ten(10) years of the Term;
(c) A total of$16.00 over the entire twenty (20) years of the Term.
4.03 Price of Admission Tickets for Non-Fort Worth Residents. The price for
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admission tickets for non-Fort Worth residents shall be set by the Zoo Association but shall
never be lower than the amount charged to Fort Worth residents.
ARTICLE V.
MANAGEMENT FEES
5.01 As compensation for management services rendered under this Agreement during
the Term, the City shall pay the Zoo Association annual fees as hereinafter described (the
"Management Fees"). The annual Management Fees applicable to each fiscal year of the City
during the Term are shown on Exhibit"C"hereto.
5.02 Each annual Management Fee shall be paid to the Zoo Association by the City in
equal monthly installments to be paid by the 5th of each month.
5.03 For each fiscal year during the Term, the amount of the Management Fee shall be
the amount determined by adding a C.P.I. adjustment (as compounded) to the amount reflected
on Exhibit "C" for such fiscal year. For example, with respect to the 2015 fiscal year (which
covers the Management Fee payable during the period of October 1, 2014 through September 30,
2015), the $9,350,000.00 Management Fee amount reflected on Exhibit "C" shall be subject to a
C.P.I. adjustment that reflects the cumulative and compounded adjustments for all of the contract
years that have occurred prior to such year; provided, however, a negative C.P.I. for any year
shall not be utilized in calculating any adjustments. The term "C.P.I." shall mean the annual
average Consumer Price Index issued by the Bureau of Labor Statistics covering All Urban
Consumers for the Dallas/Fort Worth, Texas Region (or if this index ceases to be published, then
a comparable index).
ARTICLE VI.
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PARKING
6.01 Designation of Parking Areas.
(a) The City and the Zoo Association agree that the main parking lot at the Zoo, a .
diagram of which is attached to this Agreement as Exhibit "D", will continue to be designated as
a parking lot for the use and enjoyment of Zoo patrons and Forest Park visitors.
(b) The City and the Zoo Association further agree that the property known as the
"Archery Range", a diagram of which is attached to this Agreement as Exhibit"E", will continue
to be designated as a parking lot for the use of Zoo patrons and enjoyment of Forest Park
visitors.
(c) The City and the Zoo Association further agree that the property known as the
"Colonial North" area, a diagram of which is attached to this Agreement as Exhibit "F", will
continue to be designated a parking lot for the use of Zoo patrons and enjoyment of Forest Park
visitors.
(d) "Designated", as used in this Agreement, shall mean devoted to the specified use
during the Term.
6.02 Manaizement, Operation and Maintenance of Parking Areas.
(a) The Zoo Association shall be responsible for managing, operating and
maintaining the parking areas designated in Section 6.01, above.
(b) The Zoo Association shall bear all costs of management, operation and routine
maintenance of the designated parking areas. All costs associated with short-term planning and
development shall be borne by the Zoo Association. As used in this Section 6.02, "short-term
development" shall mean improvements such as post and cable, tree protection, grading,
drainage, signage, gravel and other like improvements constructed and maintained at any time
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during the Term. "Short-term development" shall not include paving or permanent surface
changes.
(c) The Zoo Association's management responsibilities for personnel working in the
designated parking areas shall be consistent with, but no greater than, its management
responsibilities for other personnel working at the Zoo.
(d) Because the areas designated in Section 6.01(b) and (c), above, are unique natural
open spaces, any development or improvements shall be subject to the following standards:
(1) A buffer area, utilizing the existing shrubs, trees, and foliage along the
edge of the designated area which abuts the residential property, shall be
maintained to minimize the impact on the neighborhood.
(2) A barrier system will be created to preserve and protect the existing trees
and natural resources.
(3) Topographical elevations will be improved when necessary to facilitate
drainage.
(e) The parties acknowledge and agree that neither party contemplates paving the
areas designated in Section 6.01(b) or (c) above. Any paving or other permanent surface change
of these areas will require the approval of City Council.
6.03 Parkin Fees.
The City grants the Zoo Association the right to charge parking fees for the use of the
designated parking areas. The Zoo Association agrees that the level and frequency of any
parking fees charged will be reasonable and fair and based upon comparable parking fees that are
charged by other entertainment attractions of similar quality.
6.04 Other Parking Areas.
(a) With the exception of the areas designated in Section 6.01, this Agreement does
not authorize or contemplate the use of any greenspace that is within the boundaries of Forest
Park and that is outside the Zoo boundaries, as defined by Exhibit"A", for regular Zoo parking.
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(b) The City shall assist the Zoo Association from time to time in making other areas
of City property available for off-site or overflow parking for Zoo patrons and Forest Park
visitors. Unless otherwise agreed to by the parties, the Zoo Association shall have no
responsibility for managing the other areas used for parking by Zoo patrons or Forest Park
visitors. The Zoo Association shall provide signage as may be reasonably requested by the
Director of the City's Parks and Community Services Department ("Director") to indicate the
availability and location of such other parking areas.
6.05 Traffic Plan.
If requested by the City, the Zoo Association agrees to work with the City Manager
(acting, as appropriate, through the Director and the Director of Transportation and Public
Works) to develop a traffic plan of Forest Park that is designed to (1) improve traffic flow
through Forest Park, (2) reduce the impact of heavy traffic on surrounding neighborhoods, and
(3) minimize congestion at points where traffic enters Forest Park.
ARTICLE VII
TERMINATION RIGHTS
7.01 Termination.
(a) Either the City or the Zoo Association shall have the right to terminate this
Agreement at any time upon delivery of twelve (12) months' prior written notice to the other
Ply•
(b) Upon the occurrence of any Event of Default (as hereinafter defined) by one
party, the nondefaulting party may terminate this Agreement upon sixty (60) days' prior written
notice, unless the defaulting party cures the Event of Default (including making the
nondefaulting party whole for any damage caused by such Event of Default) during such sixty
Page 20 of 35
(60) day period. For purposes of this Agreement, an "Event of Default" shall occur in the event
either party is in substantial or material breach of any of its duties or obligations under this
Agreement. Failure of the City to appropriate funds to pay Management Fees shall constitute an
Event of Default with respect to the City.
(c) In the event of a notice of termination of this Agreement by the Zoo Association
pursuant to Section 7.01(a) or by the City pursuant to Section 7.01(b), the Zoo Association shall
ensure the completion, at its cost, of any Improvements then under construction, such completion
to be within the time prescribed in the contract for construction, together with such additional
reasonable time as provided to the contractor by written change order. In the event of a notice of
termination of this Agreement by the City pursuant to Section 7.01(a) or by the Zoo Association
pursuant to Section 7.01(b), the Zoo Association shall be under no obligation to complete any
Improvements then under construction.
(d) In the event of(i) a termination of this Agreement by the City pursuant to Section
7.01(a), (ii) a termination of this Agreement by the Zoo Association pursuant to Section 7.01(b),
or(iii) an expiration of the Term of this Agreement,the City agrees to assume, upon the effective
date of such termination or expiration, to the extent permitted by law, any obligations,
indebtedness, contracts or commitments incurred or entered into by the Zoo Association during
the Term related to operation and management of the Zoo, including the costs of constructing
Zoo Improvements initiated or contracted by the Zoo Association.
7.02 Effect of Termination. The Zoo Association shall be entitled to receive payment
of Management Fees for services provided up to the effective date of termination. Upon the
effective date of any termination of this Agreement, all cash on hand being managed by the Zoo
Association, derived either from Service Operations at the Zoo or from the collecting of
Page 21 of 35
admissions and parking fees at the Zoo, save and except those required to pay existing
obligations, shall be transferred to the City to be used for the benefit of the Zoo only. All other
cash on hand, including all donations and contributions from Zoo donors, shall remain with the
Zoo Association.
Insofar as permitted by law, contract, or other third party agreements, and subject to the
Zoo Association's various trustee duties and obligations, upon the effective date of any
termination or expiration of this Agreement, title to all animals and specimens owned by the City
shall remain vested in the City and title to all animals and specimens owned, managed or held in
trust by the Zoo Association shall remain vested in the Zoo Association. The Zoo Association
agrees to care for the animals and to fulfill all of the rules and regulations of the USFWS and
DOA and other attendant rules, regulations or standards pertaining to animal health and safety
for the animals and specimens. In such event, the Zoo Association shall continue to be permitted
to acquire, sell and transfer animals to satisfy obligations and commitments and to further the
Zoo Association's conservation goals.
7.03 Remedies Cumulative. The termination of this Agreement under the provisions of
this Article VII shall not affect the rights of the terminating party with respect to any breach of
this Agreement, nor shall it affect the rights of either party with respect to liability or claims
accrued, or arising out of events occurring,prior to the date of termination.
Neither the right of termination nor the right to sue for damages nor any other right or
remedy available to either party hereunder shall be exclusive of any other right or remedy given
hereunder or now or hereafter existing at law or in equity.
ARTICLE VIII.
GENERAL PROVISIONS
Page 22 of 35
8.01 Notice. Any notice or communication required or permitted hereunder shall be by
first class mail, postage prepaid, or hand delivered, as follows:
If to the City City of Fort Worth
c/o City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
If to the Zoo Association: The Fort Worth Zoological
Association
c/o Zoo Director
1989 Colonial Parkway
Fort Worth, Texas 76110
(or at such other address or in care of such other persons as hereafter shall be designated in
writing by either party to the other) and shall be deemed to have been given as of the date of
receipt.
8.02 Consent to Assign. Neither party may assign all or any portion of this Agreement
without the prior written consent of the other party, and any attempted assignment of same
without such prior written consent shall be void.
8.03 Successors and Assigns. All covenants, conditions and agreements made by or on
behalf of either of the parties to this Agreement shall bind and inure to the benefit of the
respective successors, representatives and assigns of each party.
8.04 Utilities and Infrastructure. Except as otherwise indicated below, the City
covenants and agrees to provide, at its cost, normal and routine maintenance and repair to all
Basic Utilities affecting the Zoo; provided, however that the City's duty shall not operate to
alleviate any utility company or service provider of its obligation to conduct normal and routine
maintenance and repair for which the utility company or service provider is ordinarily
responsible. "Basic Utilities" at the Zoo shall include,but are not necessarily limited to, sewage,
water, fiber optic and other communication, gas and electricity. Normal and routine maintenance
Page 23 of 35
and repair shall be performed no less frequently than performed by the City for other City
facilities.
The City shall promptly repair, at its cost, all Basic Utilities affecting the Zoo in the event
of any disruption, malfunction or interruption in service not caused by the Zoo Association. The
City acknowledges the importance of Basic Utilities to the operation of the Zoo and shall
exercise its best efforts to repair such Basic Utilities as soon as reasonably possible after
becoming aware of such disruption. In this regard, the City shall provide the Zoo Association
with the name and contact information of a City employee who shall be designated by the City
with the authority to manage and supervise the repair of all Basic Utilities. In the event that the
City is not able to repair disrupted or malfunctioning Basic Utilities in a timely manner, the Zoo
Association may elect to contract with a third party for the repair of such Basic Utilities and the
City agrees to reimburse the Zoo Association for the costs of such repairs. Notwithstanding
anything to the contrary contained in this Section, the parties acknowledge and agree that the
Zoo Association shall be responsible for the repair and maintenance of water pipes and sanitary
sewer pipes that are located within the Zoo boundary and that are less than four inches in
diameter, while the City shall be responsible for the repair and maintenance of water pipes and
sanitary sewer pipes that are located within the Zoo boundary and that are four inches or greater
in diameter.
The City further agrees to relocate or alter the Basic Utilities to accommodate any
construction or modifications at the Zoo. In this regard, the City shall exercise commercially
reasonable efforts to relocate or alter the Basic Utilities in a timely manner, consistent with the
construction and modification schedules planned by the Zoo Association. With respect to all
Improvements, the City agrees to provide all lines, pipes and other connections to within five
Page 24 of 35
feet of the location of such Improvement on the Zoo premises.
8.05 Flood Miti ag tion. The City understands that portions of the Zoo property are in a
FEMA Special Flood Hazard Area and therefore subject to periodic flooding that has occurred
historically along Zoo Creek, some of which has resulted in damages to Zoo facilities
constructed nearby. As of the Effective Date, the City is in the process of studying stormwater
runoff and flooding issues in the Forest Park-Berry storm drain watershed, which contributes to
Zoo Creek from the south. The City has also included in the scope of this study an evaluation of
flooding, erosion, and siltation in Zoo Creek. The City shall exercise best efforts to complete the
Forest Park-Berry watershed portion of the study within one year of the Effective Date and the
Zoo Creek portion of the study as soon as possible thereafter, but not later than two years from
the Effective Date. During the course of the study, the City shall update the Zoo Association on
at least a quarterly basis regarding the status of the study, estimated completion date, preliminary
findings, and any other material items. Upon the completion of the study, the City shall
promptly provide the Zoo Association with copies of all reports, findings, and conclusions
resulting from the study.
In addition, throughout the Term, the City agrees to maintain the public portions of the
storm drain infrastructure that impact drainage within the Zoo in good, unobstructed condition to
the maximum extent practicable. Also, within 180 days of the Effective Date, the City,
following consultation with designated Zoo staff, will develop and complete an initial
maintenance and repair project in and along Zoo Creek to improve water flow and reduce the
risk of flooding. The parameters of the cleaning and clearing activities will be mutually
determined by the Zoo Director and the Transportation and Public Works Department Assistant
Director for the Stormwater Division, acting in good faith, based on an on-site assessment of
Page 25 of 35
conditions and memorialized and incorporated into this Agreement by execution of an addendum
to this Agreement outlining the activities to be performed. Following this initial cleaning and
clearing, the City shall perform maintenance along Zoo Creek as needed, but not more often than
once every year, to maintain conditions at the level agreed upon by the Zoo Director and
Stormwater Assistant Director. In the event that the City fails to meet its obligations with
respect to maintenance of the storm drain infrastructure or Zoo Creek in a timely manner, the
Zoo Association shall have the right, following reasonable notice to the City, to contract with a
third party for the performance of City's obligations, and the City agrees to reimburse the Zoo
Association for the costs of such activities.
8.06 Entire Agreement. With respect to the subject matter hereof, this writing,
including the Exhibits hereto, embodies the entire agreement and understanding between the City
and the Zoo Association and supersedes all prior agreements and understandings relating to such
subject matter, including but not limited to, City Secretary Contract No. 18454, and all
amendments thereto. All other previous agreements, contracts and amendments, whether oral or
in writing, between said parties pertaining to this subject matter are hereby terminated and
cancelled and declared to be of no further force and effect. No prior or contemporaneous written
or oral agreements of any nature exist to alter or modify the terms of this Agreement.
8.07 Bond Elections. Except as otherwise prohibited by applicable federal, state and
local laws, nothing in this Agreement shall prohibit the City or the Zoo Association from seeking
financing for the construction of Improvements at the Zoo through City bond financing. No
provision in this Agreement shall render the Zoo Association's right to seek such financing
invalid or unenforceable.
8.08 Contracting. The Zoo Association, at its sole discretion, shall manage the hiring,
Page 26 of 35
letting, contracting or franchising of any of the work necessary to fulfill any of its obligations or
responsibilities under this Agreement. All such contracts paid for with revenues from operations
at the Zoo must be in conformity with the terms and conditions of this Agreement and all other
laws, rules, regulations and policies of the City.
8.09 Severability. Any Article, section, part of a section or provision of any section of
this Agreement held to be void, invalid, unenforceable, or illegal in any jurisdiction shall be
ineffective to the extent that such invalidity or unenforceability invalidates or renders
unenforceable the remaining Articles, sections and provisions of the Agreement, which shall
remain in full force and effect. To the extent permitted by law, any determination of invalidity
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
8.10 Amendments. Except as otherwise provided in this Agreement, the terms and
provisions of this Agreement may not be modified or amended except upon the written consent
of both the City and the Zoo Association.
8.11 Headings. The headings of the Articles, sections, and provisions of this
Agreement have been added for convenience only and shall not be deemed to be a part of this
Agreement.
8.12 Fiscal Funding. As to the City's performance of the obligations in this
Agreement, the Zoo Association acknowledges and agrees that the City is a governmental entity,
and because of statutory, constitutional and City Charter provisions, it cannot commit to the
funding of the City's obligations described herein beyond each fiscal year. Therefore, the
funding obligations of the City described herein are subject to and conditioned upon the City
Council of the City appropriating for each fiscal year sufficient funds to satisfy such obligations.
Page 27 of 35
8.13 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
Page 28 of 35
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in Fort
Worth, Texas, as of the day and year first above written.
ATTEST: CITY OF FORT WORTH
By:
City Secreta City Manager
APPROVED AS TO FORM AND LEGALITYv
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ATTEST: THE FORT WORTH ZOOLOGICAL
ASSOCIATION
By:
Secretary President
OFFICIAL RECORD
D1TY SECRE`SECRETARY �
FT.WORTH, TX
Exhibit A
Zoo Boundary
Attached hereto and incorporated herein.
Exhibit A
A parcel of land out of the S. A. and H. G. Railr@sd
Survey, Abstract No. 1481, and the E. S. Harris Survey, Abstract
No. 688, and also being portions of tracts of land conveyed to
the City of -Fort Worth, Texan, by deeds recorded in Volume 821,
Page 365, Volume 332, Page 548, and Volume 531 , Paye 186, Dead
Records, Tarrant, County, Taxes. and being more particularly
described as follows:
BEGINNING at a point in the north line of a 38.8 foot •Reserved'
strip on the north alae of Block 2, Park Hill Addition, an
addition to the City of Fort Uorth, as recorded in Volume 388,
Page 50, Plat Records, Tarrant Country, Texas, said BEGINNING
POINT being at the intarsaction of a projection of the wet line
of Lot 3, 81ock 2, said addition, uith said north line;
THENCE: Horth 04 degrees 07 minutes 94 seconds East, a distance
of 166.14 fest, to a point on the south side of the asst parking
lot for said zoo;
THENCE: Across said parking lot, North 19 degrees el minutes 28
seconds East, a distance of 542.71 fest, to a point on the east
curb line of Colonial Parkway, said point being approxiamately
430.0 feat northeasterly along Bald curb, of the intersection of
University Drive and Colonial Parkway;
THENCE: The following courses and distances, generally behind
said curb; .
Horth 32 degrees 30 minutes 26 seconds East, a distance of
145.67 feat;
Horth 24 degrees 29 minute's 16 seconds East, a distance of
-65'.93 f Get.;
North 00 aegraes 12 minutes 53 seconds West, a distance of
81 .83 feet;
North 27 degrees 23 minutes 58 seconds West, a distance of*
01.68 f get;
?forth 88 degrees 42 minutes 11 seconds Uast, a distance ,of
62.85 feet;
Horth 11 degrees 38 minutes 87 seconds East, a distance of
230.55 feet;
Horth 22 degrees 51 minutes 06 seconds East, a distance of
58.72 feet to a point;
THENCE: South 61 degrees 33 minutes 80 seconds East. s distance
of 603.10 fact, to a point;
THENCE: South 89 degrees 03'minutes 215 seconds East, s distance
of 210.0 fset, to a point in' the west curb lin* of the existing
parking lot access driva;
�1�
THENCE: The following courses and distances, vitt said West curb
lino, and the south curb line of said parici ng l oz.;
.. South I3 degrees 21 minutes 03 seconds East, a distance of
327.D0 feet:
South 41 degrees 44 minutes 4E seconds East, ` distance of
1118.54 feet;
' South 65 degrees 27 minutes 27 seconds East, a distance of
35.03 feet;
Borth 86 aegrees 11 minutes 34 seconds Sant, a distance ,of
32.62 feet;
South 40 degrees 40 minutes 51 seconds East, a
distance of 54.SS feet;
and North 47 degrees 29 minutes 59 seconds East, a distance
of 40.75 feet, to a point; y
THENCE: South 62 degrees 03 minutes 38 saconas East, a distance
of 148,49 fest, to a point behind the wast curb line of Park
Place Drive;
THENCE: The fallowing courses and distances, generally behind
said curb;
South 26 degrees 40 minutes 40 seconds Uest, a distance of
34.48 feet;
South l8 degrees 41 minutes 09 seconds (Jest, a distance of
34.54 feet;
South 0S degrees 79 minutes 26 seconds East, a distance of
34 .50 feet;
South 12 degrees 08 minutes 34 soconas East, a distance of
57.71 feet;
South 28 degrees :5 minutes 36 seconds East-, a distance of
67.25 feet;
South 30 degrees 30 minutes 24 seconds East, a distance of
57. 11 fast;
South 28 degrees 04 minutes 44 seconds East, a distance of
113.41 feet;
South 26 degrees 08 minutes 54 seconds East, a distance of
90.9r fset;
South 24 degrees 01 minute Be seconds East, a distance of
b4.e7 fast;
South 30 degrees 23 minutes 12 seconds East, a distance of
58.97 feet;
South 32 degrees 19 minutes 37 seconds East, a distance of
106.87 feet;
South 22 degrees 24 minutes 14 seconds East, a distance of
S3.67 feet;
South 03 degrees 50 minutes 13 seconds East, a distance of
85.23 feet;
South 19 degrees 05 minutes 10 seconds East, a distance of
78.82 feet;
South 26 degrees 11 miputes 09 seconds Eist. a distance of
64 .51 feet; �.
South 05 degrees 41 minutes 31 seconds East, a distance of
48.92 feet;
South 13 degrees 01 minute 37 seconds UesL, a distance of
177.72 feet.;
•• South 12 degrees 24 minutes 57 seconds East, a distance of
78.72 feat; _
South 38 degrees 84 minutes 4E seconds East, a distance of
114.6S feet;
South 43 cegrees 12 minutes 51 seconds East, a distance of
a8.86 feet;
South SC degrees 47 minutes 51 seconds East, a distance a of
819.12 feet;
and South 89 degrees 16 minutes 41 seconds Best, a distance
of 67.27 feet to a point;
i
THENCE: The follouing courses and distances, ulth the existing
or purposed securltr fence;
South 85 degrees 22 minutes 41 seconds Usst, a distance of
68.82 fsst; '
South 21 degrees 03 minutes 19 saconds East, a distance of
10.48 feet;
South 52 degrees 59 minutes 20 seconds East, a distance of
29.86 feet-,
South 51 degrees 89 minutes 28 seconds East, a dlstancs. of
120.18 feet;
South 76 degrees 43 minutes 48 seconds East, a distance of
89.95 fest;
' South 66 degrees 01 minutes 12 seconds East, a distance of
30.28 feet;
South 02 degrees 18 minutes 28 seconds East, a distance of
186.21 feet; -
South 11 degrees 14 aeinutes 58 seconds Uest, a distance of
40.57 feet;
South 02 dagrses 56 minutes 57 seconds Uest, a distance of
29.58 feet;
South 37 degrees 46 minutes 58 seconds Usst, a distance of
118.09 feet;
South 25 degrees 31 minutes 57 saconds Uest, a distance of
48.31 feet;
South 32 degrees 14 minutes 27 seconds Uest, a distance of
81 .25 feet;
South 38 degrees 33 minutes 55 seconds Vest, a distance of
84.33 feet;
South 47 degrees la minutes 56 seconds West, a dlstancs of
2".58 feet;
South 89 degrees 28 minutes 04 seconds Uestt, a distance of
353.61 fast;
North 86 degrees 27 minutas 47 seconds Uost, a distance of
187.26 feet;
Horth 73 degrees 47 minutes 43 seconds Usst, a distance of
29.70 fast;
J
I
Horth 42 degrees 39 minutes epi seconds Uess1, a distance of
1E.57 feet;
North 42 degrees el minutes 52 seconds East, a distance of
137.27 feet;
- North 3S degrees 33 minutes 17 seconds East, a distance of
131 .82 feet;
North 68 degrees- 38 minutes 42 seconds East, a distance of
38.51 feet;
; I North 50 degrees 15 minutes 13 seconds East, a distance of
99.50 feet; .,
North 67 degrees 62 minutes 38 seconds Easte a distance of
29.a0 feet;
North 01 degrees 22 minutes 39 seconds Uest, a distates of
161.51 test;
North 63 degrees 01 minutes 56 seconds East, a distance of
51 .27 feet;
North 2B degrees 25 minutes 50 seconds Uest, a distance of
115.53 fest;
North 45 degrees 45 minutes 33 seconds Uest, a distance of
119.74 feet; .
North 15 degrees 48 minutts 20 seconds Uest, a distance of
51 .26 feet;
North 37 degrees 58 minutes 21 seconds Uest, a distance of
58.54 f 00%;
North 26 degrees IS minutes 13 seconds Uest, a distance of
210.87 feet;
North 15 degrees 06 minutes 61 seconds Utst, a distance of
50.44 feet;
North 42 degrees 31 minutes 22 seconds Uest, a distance 'of
289.29 foot;
North 34 degrees 11 minutes 41 seconds Uest, a distance of
302.21 feet; A
South 50 degrees 59 minutes 13 seconds Uest, 4 distance of
67.77 feet;
llorth 6a degrees 56 minutes 35 seconds Uest, a distance of
-.44'.95 feet;
North 38 degrees 43 minutes 15 seconds Uest. 4 dirtancs of
10.78 feet;
North 19 degrees 47 minutes 38 seconds Uest, a distance of
29.67 feat;
- Borth 04 degrees 05 minutes 53 seconds Usst, a distance of
69.67 fast;
North 40 degrees 21 minutes 58 seconds Uest, a distance of
198.54 feet;
North . 45 degrees 11 minutes 50 seconds Uest, a distance of
77.01 feet;
North 38 degrees 05 minutes 25 seconds Uest, a distance of
89.24 feet:
North 58 degrees 27 minutes $5 seconds Uest, a distance of
42.45 feet:
North 68 degrees 23 minutes 56 seconds Uest, a distance of
98.23 feet;
-4-
South 78 aeyrees 23 minutes 48 seconds Uest, a distance of
146.20 fast;
and South 71 aedrees 06 minutes 12 seconds Usst, a distance
.. of 197.58 feet, to a point in the east line of a tract of lana
as aescribed in Volume 3365, Pay• 295, Deed Records, Tarrant
County, Texas;
THENCE: Ulth the east line of said tract, North 27 degrees El
minutes So "seconds Vest, a distance of 23.55 fseL, to its
northeast corner; •'
THENCE: Uith the north line of said tract, South 52 degrees 09
sainutes 38 seconds Uest, a distance of 5.88 feet, to tha
southeast corner of Lot 2-R. Block 2, Park Bill Addition, as
recorded in Volume 388 .15, Pays 5. Plat Records. Tarrant County,
Texas;
THENCE: Uith the east line of said Lot 2-K, Horth 00 depress 09•
minutes 38 seconds East. at a distance of 72.58 feet, passing
the northeast corner of said Lot 2-R. in all a distance of 81 .70
feet, to the northeast corner of the aforesaid "Reserved" strip;
THENCE: With the north 114a of said strip. South 74 degrees 0a
minutes 88 seconds West, a distance of 288.86 feet, to an angle
point;
THENCE: Continuing uith said north lino, South 48 degrees 85
minutes 38 seconds Uest, a distance of 285.43 feet, to the POINT
OF BEGINNIHC, and containing 58.S3197 acres, or 20548,648 square
feet of land, more or less.
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Exhibit B
Forest Park Master Plan
Attached hereto and incorporated herein.
Exhibit B
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Exhibit C
Management Fees
Attached hereto and incorporated herein.
Exhibit C-Management Fees
Fiscal Year Management Fee
2011 $5,850,000.00
2012 $6,350,000.00
2013 $7,350,000.00
2014 $8,350,000.00
2015 $9,350,000.00
2016 $9,350,000.00
2017 $9,350,000.00
2018 $9,350,000.00
2019 $9,350,000.00
2020 $9,350,000.00
2021 $9,350,000.00
2022 $9,350,000.00
2023 $9,350,000.00
2024 $9,350,000.00
2025 $9,350,000.00
2026 $9,350,000.00
2027 $9,350,000.00
2028 $9,350,000.00
2029 $9,350,000.00
2030 $9,350,000.00
Exhibit D
Main Zoo Parking Lot
Attached hereto and incorporated herein.
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Exhibit E
Archery Range Parking Lot
Attached hereto and incorporated herein.
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Exhibit F
Colonial North Parking Lot
Attached hereto and incorporated herein.
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Management Fees
Fiscal Year Management Fee
2011 $5,850,000.00
2012 $6,350,000.00
2013 $7,350,000.00
2014 $8,350,000.00
2015 $9,350,000.00
2016 $9,350,000.00
2017 $9,350,000.00
2018 $9,350,000.00
2019 $9,350,000.00
2020 $9,350,000.00
2021 $9,350,000.00
2022 $9,350,000.00
2023 $9,350,000.00
2024 $9,350,000.00
2025 $9,350,000.00
2026 $9,350,000.00
2027 $9,350,000.00
2028 $9,350,000.00
2029 $9,350,000.00
2030 $9,350,000.00
Management fees will be adjusted annually to reflect the cumulative, compounded
increase in C.P.I. as is currently done under the existing contract.
Admission Fees
Any increase in the prices of admission tickets over those prices charged as of
October 1, 2010 will not exceed the sum of an annual C.P.I. adjustment plus the
following:
(a) $4.00 over the first five (5)years of the term;
(b) A total of$8.00 over the first ten (10) years of the term;
(c) A total of$16.00 over the entire twenty (20) years of the term.
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 514/2010
CONTINUED FROM A PREVIOUS WEEK
DATE: Tuesday, April 27, 2010 REFERENCE NO.: C-24194
LOG NAME: 80ZOO MANAGEMENT CONTRACT RENEWAL
SUBJECT:
Authorize the Renewal Agreement with the Fort Worth Zoological Association for the Management,
Operation and Development of the Fort Worth Zoo
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a renewal agreement with
the Fort Worth Zoological Association for the provision of management services and oversight of
operations for the Fort Worth Zoo.
DISCUSSION:
The purpose of this M&C is to seek authority from the City Council to execute a renewal agreement with
the Fort Worth Zoological Association (FWZA)for the provision of management services to the Fort Worth
Zoo. On May 14, 1991, (M&C C-12867) the City Council authorized a 20 year agreement with the FWZA
to manage the operations and development of the Zoo (City Secretary Contract No. 18454, as amended).
Although the initial term of the contract does not expire until May 2011, renewal discussions were initiated
in advance because the brief time remaining under the term of the original agreement posed challenges to
the Zoological Association's ability to obtain favorable rates and terms on financing for construction and
other projects. Staff members from the City and FWZA began meeting regularly in May 2008.
History and Performance
Over the past 19 years the FWZA has managed, subsidized and underwritten capital improvements at the
Zoo (of which titles for certified capital improvements vest to the City of Fort Worth) totaling $120 million.
This includes the recently opened Museum of Living Art which replaced the Herpetarium as authorized in
the Fourth Amendment to the contract(M&C C-19035 Revised). The Zoo is also ranked by the Zagat
Survey U.S. Family Travel Guide as the top attraction in the D/FW area. Annually, it attracts approximately
800,000 visitors from outside of Fort Worth and a total of one million visitors overall. A recent economic
impact study commissioned by the FWZA indicates that the Zoo's annual economic impact to the City is
$124 million. The Zoo has also provided free admission annually for more than 5,000 children in Fort
Worth and continues operating well-regarded educational programs that include outreach to area schools.
Terms of Proposed Renewal Agreement
In the nearly two decades since the original agreement was signed, four amendments have been
executed. These amendments address a variety of issues ranging from designation of additional parking
areas to transitioning to a staff of all FWZA employees. Because the current contract has undergone so
many amendments and modifications, staff recommends that it be replaced with a new agreement that
Logname: 80ZOO MANAGEMENT CONTRACT RENEWAL Page 1 of 2
incorporates the previous amendments and eliminates the necessity of referring to multiple documents in
order to ascertain the responsibilities of the parties.
. 20 year term beginning October 1, 2010, and expiring September 30, 2030;
. Annual management fee with incremental increases (see attachment) - adjusted to reflect
cumulative, compounded increases in the Consumer Price Index (CPI); and
. Caps on admission fee increases that are not to exceed an annual adjustment and a set dollar
amount(see attachment).
As indicated on the attached schedule, in addition to compounded CPI adjustments, the unadjusted or
"base" management fee would undergo a series of incremental increases over the first five years of the
contract. The intent is to bring the FWZA's compensation to a level that is comparable to similar public-
private partnerships between zoos and municipalities, while also phasing the increase in over time to
address current economic challenges facing the City. Beginning with the sixth year, increases in the
management fee will be limited to the compounded CPI adjustment.
Other substantive changes from the current contract, as amended, consist of: 1) acknowledgment that
there is no plan to pave the Archery Range or Colonial North properties, which are assigned to the FWZA
for use as additional parking areas; 2) consolidating financial matters related to repayment of the costs
associated with paving of the main parking lot; 3) authority for the City Manager to administratively
approve projects of which the estimated cost does not exceed the City Manager's delegated contracting
authority and to waive up to $50,000.00 in permit and other fees per project; and 4) commitment to work
together on flood mitigation efforts. The other elements of the current agreement, as amended, remain in
place, including the Zoo boundary, which was established by City Ordinance No. 10261, which was
adopted on February 28, 1989 (M&C G-7944).
The major terms of the proposed contract include the following:
FISCAL INFORMATION /CERTIFICATION:
The Financial Management Services Director certifies that funds will be included in the Fiscal Year 2011
Operating Budget, as presented in the City Manager's Proposed Budget, of the General Fund.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
CERTIFICATIONS:
Submitted for City Manager's Office by.� Charles Daniels (6183)
Originating Department Head: Richard Zavala (5704)
Additional Information Contact: Shirley Little (6110)
Logname: 80ZOO MANAGEMENT CONTRACT RENEWAL Page 2 of 2