HomeMy WebLinkAboutContract 46694-A1 r1TY SECRETARY�j � �
'WNTRACT N0.
FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO.46694
AN AGREEMENT BETWEEN THE CITY OF FORT WORTH AND
THE FRIENDS OF THE FORT WORTH NATURE CENTER AND REFUGE,INC.
This FIRST AMENDMENT TO CITY SECRETARY CONTRACT NUMBER 46694 ("First
Amendment'), is made and entered into by and between The City of Fort Worth, a home-rule municipal
corporation of the State of Texas ("City"), acting by and through its duly authorized Assistant City
Manager, and the Friends of the Fort Worth Nature Center and Refuge, Inc., a Texas non-profit
corporation ("Friends"), acting by and through its duly authorized President. The City and Friends are
referred to herein individually as a"Party"and collectively as the"Parties."
WHEREAS, on November 15, 2011, the Fort Worth City Council approved M&C C-25292,
which authorized execution of an agreement between the City and the Friends related to management of
entry fees, gift shop operations and support activities by the Friends at the Fort Worth Nature Center and
Refuge("Nature Center");
WHEREAS, on May 21, 2015, the City and the Friends executed City Secretary Contract No.
46694(the"Agreement"),as authorized by the City Council;
WHEREAS, on January 20, 2017, the City and the Friends began the process of executing an
amendment to City Secretary Contract No. 46694, but the amendment was never fully executed by the
parties and never became effective;
WHEREAS, the City and the Friends desire to amend the Agreement to: (1) transfer all City
funds held by the Friends to the City; (2)address future revenue earned at the Nature Center; (3)establish
guidelines for future donations by the Friends to the City; and (4) establish provisions addressing grant
applications by the Friends to benefit the Nature Center;
NOW,THEREFORE, in consideration of the mutual covenants herein expressed,the City and
the Friends agree to amend the Agreement as follows:
I.
Subsection 3.05 of the Agreement is amended to be and read as follows:
3.05 Except as otherwise agreed between the City and the Friends pursuant to a written
amendment to this Agreement or a separate written agreement, all income received by the Friends from
the gift shop, selling of merchandise or services at the Nature Center, conducting invitation-based
programs or events at the Nature Center for members and/or prospective members of the Friends, or the
Y
sale of alcohol,as provided by Section 3 of this Agreement, shall be the Friend's funds.
H.
Section 4,"ACCESS GATE"of the Agreement is amended to be and read as follows:
CC(`i ACCESS GATE,MEMBERSHIPS AND SUPPORT
4.01 The access gate at the Nature Center shall be operated, scheduled, and controlled by the
City,through the Director, who shall hire and retain all employees and, who shall have and retain full and
complete authority over all employees and volunteers involy nagement, operation, and
maintenance of the access gate. All employees shall be paid forsi id employment through the City.
CITY SECRETARY
First Amendment to CSC 46694 1 of s
Friends of the Fort Worth Nature Center and Refuge,Inc. FT.WORTH,TX
4.02 Upon execution of this First Amendment, the Friends will immediately transfer
$304,737.46 to the City for deposit into the City's Capital Reserve Account of the Special Donation Fund,
said amount being all entry fees previously collected by the Friends at the access gate and held by the
Friends in the Friends of the Fort Worth Nature Center Special Fund, except for any amount previously
transferred to the City. The $304,737.46 transferred to the City pursuant to this subsection shall be the
City's funds. The Friends certify that the Friends have no outstanding debts or obligations with respect to
the access gate revenue previously held by the Friends in the Fort Worth Nature Center Special Fund and
transferred to the City pursuant to this subsection.
4.03 The City shall determine the amount of entry fees charged for entry into the Nature
Center. All revenue from entry fees at the access gate shall be deposited by the City into the City's
General Fund and shall be the City's Funds.
4.04 Friends agrees to pay $15.00 to the City for every Friends membership, other than
promotional memberships not to exceed 25 in total, said payments not to exceed$15,000.00 per year(one
thousand memberships). Friends agrees to make these payments to the City on a quarterly basis,with the
quarterly due dates being the last day of July, October, January and April of each year. The City shall
deposit the membership payments into the City's Capital Reserve Account of the Special Donation Fund
and said funds shall be the City's funds. With every quarterly payment, the Friends shall provide to the
Director a full and complete list of every paid Friends membership. The City and Friends agree that the
amount of the membership payments shall be discussed by the parties every three years and if no
amendment to this Agreement is made, the amount of the membership payments shall remain at $15.00
for every Friends membership in an amount not to exceed $15,000.00 per year (one thousand
memberships). City agrees that holders of a current Friends membership shall have unlimited free access
to the Nature Center during the Nature Center's normal operating hours.
4.05 The Friends may make additional donations to the City of the Friends' funds pursuant to
separate grant agreements. City may make grant requests to the Friends for financial support based upon
the Nature's Center's needs. Except as otherwise provided by this Agreement, all funds donated to the
City shall be the City's funds and shall be deposited into the City's Nature Center Support Account of the
Special Donation Fund. Any grant proposals or grant requests shall be in such form as specified by the
Friends and shall be considered in accordance with the Friends'grant schedule. The decision to make any
such grant shall be in the Friends'sole discretion.
4.06 Friends shall keep complete and accurate records, books and accounts according to
customary and accepted business practices and City, or its representatives, shall have the right to audit the
same at any reasonable time.
4.07 With the written consent of the Director, the Friends may apply for grants that will
provide support to the Nature Center or Nature Center programming. The Director shall determine that
the City has the necessary funds, infrastructure,and resources to implement any grants the Friends wish to
apply for.
4.08 City and Friends may enter into separate agreements for special events open to the
general public (i.e., non-invitation only as such events are addressed in subsection 3.05) at the Nature
Center with provisions addressing the fees or revenue sharing for the special events. All revenue, net of
direct expenses, identified in such separate agreements as being retained by the Friends shall be owned by
the Friends with no restrictions imposed by the City on how such funds of the Friends shall be used.
M.
Subsection 6.01 of the Agreement is amended to read as follows:
6.01 In accordance with its bylaws, Friends covenants and agrees to hold net profits from all
First Amendment to CSC 46694 2 of 5
Friends of the Fort Worth Nature Center and Refuge,Inc.
concession and fundraising activities (including, but not limited to, membership sales, grants, donation,
gift shop revenues, and special event proceeds fees) and to deposit such money into a special fund to be
used only for the benefit,promotion,operation,expansion,or improvement of the Nature Center.
IV.
Subsection 7.02 of the Agreement is amended to be and read as follows:
7.02 City staff of the Nature Center shall be authorized, but not be compelled,to provide point-of-sale
support in the gift shop in the absence of Friends'volunteers or Friends'employees.
V.
Subsection 10.04 of the Agreement is amended to be and read as follows:
10.04 The City may provide assistance and advice to the Friends with regard to the sale of
surplus animals.
VI.
The last sentence of subsection 11.01 of the Agreement, which reads as follows: "If any
improvements are funded by funds received pursuant to Section 4.03 of this Agreement concerning the
Nature Center's entry fees, including, but not limited to, any funds deposited or to be deposited into the
Friends of the Fort Worth Nature Center Special Funds, the Friends agrees that it will comply with the
requirements of Chapter 252, Texas Local Government Code, and all other applicable federal, state, and
local laws, regulations,ordinances, and City policies in awarding any constructs for such improvements."
is deleted in its entirety.
VII.
Subsection 16.02 shall be amended to delete the third sentence of such subsection which reads as
follows: "The Friends covenants and agrees that Friends will not do, or permit to be done, any injury or
damage to any of said Nature Center or suffer any waste to the Nature Center; but in the event any
damage is done, Friends hereby covenants and agrees to repair any damage or reimburse City promptly
for the value of any damage."
VIII.
Subsection 21.01(c) relating to the maintenance of a fidelity bond by Friends is deleted in its
entirety.
IX.
Subsection 22.01 is amended to replace the date "May 1 st" in the final sentence with the phrase
"at the time it is filed"in speaking to the obligation of the Friends to provide a copy of its IRS Form 990
to the City.
X.
First Amendment to CSC 46694 3 of 5
Friends of the Fort Worth Nature Center and Refuge,Inc.
MISCELLANEOUS
1. All terms of this First Amendment that are capitalized but not defined shall have the
meanings assigned to them in the Agreement.
2. All terms and conditions of the Agreement that are not expressly amended pursuant to
this First Amendment shall remain in full force and effect.
IN WITNESS WHEREOF,the parties have executed this First Amendment to be effective on
2018.
THE CITY OF FORT WORTH FRIENDS OF THE FORT WORTH NATURE
CEje:
REFUGE,INC.
By: By: i
Fernando Costa y Sum rforAssistant City Manager tive irecto
Recommended by.
- (IGDrc�)
Ric and Zavala
Director,Park&Recreation Department
APPROVED AS TO FORM AND LEGALITY:
or
Richard A.McCracken
Assistant City Attorney
ORT�o
ATTEST: �fJ
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OFFICIAL,RECORD
ary J. � •'
�XNS „ CITY SECRETARY
First Amendment to CSC 46694 A Ft ORTH, TX 4 of 5
Friends of the Fort Worth Nature Center and Refuge,Inc.
t_'Ity �CiftI .1,,
Authorization:
M&C Number: C-28786 (8/7/18)
Form 1245. 2018-382660
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract including
ensuring all performance and reporting;requirements.
Name: (J
Title:
d✓ vrc C'«
OFFICIAL°RECOCRD
CITY SECRETARY
FT.WORTH,TX
First Amendment to CSC 46694 5 of 5
Friends of the Fort Worth Nature Center and Refuge,Inc.
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA RMWOKTH
COUNCIL ACTION: Approved on 8/7/2018
DATE: 8/7/2018 REFERENCE C-28786 LOG NAME: 80FWNC&R CONTRACT
NO.: AMENDMENT
CODE: C TYPE: NOW PUBLIC CONSENT HEARING: NO
SUBJECT: Authorize an Amendment to the License Agreement with Friends of Fort Worth Nature
Center& Refuge Inc., for the Support of the Nature Center& Refuge, to Amend
Provisions Relating to Donations to the City, Operations and Deposit of Revenue and
Accept Transfer of Funds in the Estimated Amount of$300,000.00 from the Friends of
the Fort Worth Nature Center& Refuge (COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize an amendment to the License Agreement, City Secretary No. 46694, with the Friends of
Fort Worth Nature Center& Refuge, Inc., for the support of the Nature Center& Refuge to amend
provisions relating to donations to the City, operations and deposit of revenue; and
2. Accept a transfer in the estimated amount of$300,000.00 from the Friends of the Fort Worth
Nature Center& Refuge, Inc., for deposit into the City's Special Donation Fund.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to authorize an amendment to the
License Agreement with the Friends of the Fort Worth Nature Center& Refuge, Inc., executed on
May 21, 2015.
The Friends of the Fort Worth Nature Center& Refuge, Inc., (Friends) is a 501(c) 3 organization
formed in 1974 to support the operation of the Fort Worth Nature Center& Refuge (FWNC&R)
through financial and in-kind contributions.
The Friends originally entered into a contract with the City to operate a gift shop on November 20,
1984 (M&C C-8732, City Secretary Contract No. 14164). On March 11, 2010, a new updated
Agreement was entered into that included the gift shop and management of the bison herd (City
Secretary Contract No. 39920; executed administratively).
On November 15, 2011, the City Council authorized a License Agreement with the Friends to
combine the responsibilities and obligations contained in the previous two separate documents and
superseded all previous contracts (M&C C-25292, City Secretary Contract No. 46694). Under the
new contract, the newly reconstituted Friends would (i) manage entry fees and use the funds to pay
for entry gate staff and minor capital improvements, (ii) operate a gift shop at the Hardwicke
Interpretive Center, (iii) manage the bison herd, and (iv) provide general fundraising and other
support for the FWNC&R. The new Agreement provided for a one-year initial term and for the
possibility of fourteen renewals.
On or about December 31, 2011, Friends and the other FWNC&R non-profit support group, the Fort
Worth Nature Center and Refuge Conservancy(NCC), agreed to merge their two organizations. The
NCC at the time was responsible for the management of entry fees to the park(M&C G-15022, City
Secretary Contract No. 32955).
The Friends currently retain net entry gate revenue in a Special Purpose Fund. The balance held by
the Friends will be approximately $300,000.00 on August 31, 2018. After authorization of the
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25901&councildate=8/7/2018 10/4/2018
M&C Review Page 2 of 2
proposed Amendment, the net entry gate balance held by the Friends will be transferred to the City's
Special Donation Fund with all transfers completed by September 14, 2018. The City is grateful for
the many years of stewardship by the Friends that resulted in these major cash reserves to be used
in support of the Nature Center. As a result of this action, the Friends' Special Purpose Fund will no
longer receive City funds. The Agreement will be amended to make the following major additional
changes:
• Beginning September 1, 2018, any and all revenue generated at the Nature Center& Refuge entry
gate, will be deposited with the City into the General Fund.
•The Friends will donate to the City $15.00 per Friends' membership sold, regardless of the type of
membership, up to 1,000 memberships or$15,000.00 per year, which will be deposited into the City's
Special Donation Fund, for capital projects.
• Other funds donated by the Friends to the Nature Center& Refuge will be deposited into the City's
Special Donation Fund, for operational support.
•The Friends shall retain all funds generated through gift shop sales and Friends fundraiser activities
and events conducted at the Nature Center.
All other major terms of the contract will remain the same.
The Nature Center and Refuge is located in COUNCIL DISTRICT 7 and serves ALL COUNCIL
DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that the Park & Recreation Department is responsible for receiving
and recording the donated assets as outlined under the amended agreement.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Richard Zavala (5704)
Additional Information Contact: Kelli Pickard (5461)
ATTACHMENTS
Certl nterested Pa rties2018.pdf
http:Happs.cfwnet.or%z/council packet/me review.asp?ID=2 5 901&councildate=8/7/201 8 10/4/2018
G- P
CERTIFICATE OF INTERESTED PARTIES FORM 1295
lofl
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 12018-382660
Friends of the Fort Worth Nature Center&Refuge, Inc.
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 07/20/2018
being filed.
City of Fort Worth,Texas Date Acknowl`dged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
46694
The FONC provides financially support for the Nature Center
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
5 Check only if there is NO Interested Party.
X
6 UNSWORN DE tATION
1X%
My name isiv and y date of birt is — —/�
My address is—43 Aj6i %1Ila
(street) (city) (state) (zip code) (country)
I declare under pen of perjury that he foregoing is true and correct.
Executed in County, State on thec�day of 20 U
(month) (year)
=H!� f uthorized t ontracting business entity
(Decl
Forms provided by Texas Ethics Commission www.ethics.state.tx.usLl Version V1.0.6711