HomeMy WebLinkAboutContract 36122 CITY SECRETARY'
CONTRACT NO.
FUNDING AGREEMENT
BETWEEN
CITY OF FORT WORTH
AND
MUSEUM OF SCIENCE AND HISTORY
This FUNDING AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation
situated in the State of Texas, acting by and through Karen L. Montgomery, its duly
authorized Assistant City Manager, and the MUSEUM OF SCIENCE AND HISTORY
(the "Museum"), a Texas not-for-profit corporation, acting by and through Van A.
Romans, its duly authorized President.
WHEREAS, pursuant to V.T.C.A., Tax Code Chapter 351 and the Code of the
City of Fort Worth ("City Code") § 32-17, the City may use hotel tax revenue for certain
specified purposes, including but not limited to, preservation projects or activities or
advertising and conducting solicitations and promotional programs to encourage
tourists and convention delegates to visit preserved historic sites or museums that are
located in an area of the municipality that would be frequented by tourists and
convention;
WHEREAS, Museum promotes tourism and the convention and hotel industry
through performing activities to encourage tourists and convention delegates to visit the
Museum;
WHEREAS, Museum is located in the City's Cultural District, which is an area
frequented by tourists and convention delegates; and
WHEREAS, City and Museum desire to enter into a contract for Museum to
receive a portion of the City's hotel tax revenue to perform certain activities to
encourage tourists and convention delegates to visit the Museum.
NOW THEREFORE, in consideration of the mutual covenants, promises and
obligations contained herein, the parties agree as follows:
1. FUNDING AND SCOPE OF SERVICES.
Pursuant to V.T.C.A., Tax Code Chapter 351 and the Code of the City of Fort
Worth ("City Code") § 32-17, the City agrees to pay Museum during the term of this
Agreement one installment, which will not exceed the total of Five Hundred Seventy-
Two Thousand One Hundred Forty-nine Dollars ($572,149) from revenue generated by
the City's hotel occupancy tax.
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In return, Museum will maintain, house and exhibit geological, biological and
zoological collections; foster a knowledge and appreciation of history, art and science;
preserve objects of historic, artistic and scientific interest; and offer additional
instructional guidance and other educational and aesthetic opportunities for tourists,
visitors and convention delegates in Fort Worth. Museum agrees that expenditures of
any funds received hereunder shall be for purposes that fully comply in with V.T.C.A.,
Tax Code § 351.101. In performance of such services, Museum commits to meet
service performance criteria as set out in Exhibit A attached hereto and incorporated
herein for all purposes incident to this Agreement.
2. TERM OF AGREEMENT AND TERMINATION.
(a) This Agreement shall commence on October 1, 2007, and end on
September 30, 2008. The City may terminate this Agreement for cause by giving
Museum written notice not less than one-hundred eighty (180) days prior to the
effective date of such termination.
(b) If the City exercises its right to terminate this Agreement prior to its
expiration, Museum's obligations to the City under this Agreement shall continue until
the date such termination actually takes effect. On the date of termination, Museum
shall reimburse to the City all funds it has received, but not otherwise committed or
encumbered by contract, under this Agreement.
(c ) In the event that no funds or insufficient funds are appropriated by City in
any fiscal period for any payments due hereunder, City will notify Museum of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for
which appropriations were received without penalty or expense to City of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which
funds shall have been appropriated.
3. PERFORMANCE.
(a) In accordance with V.T.C.A., Tax Code § 351.101(e), Museum agrees
that the funds received hereunder may be used for day-to-day operations, supplies,
salaries, office rental, travel expenses, and other administrative costs only if those
administrative expenses are incurred directly in the promotion and servicing
expenditures as authorized under the aforementioned chapter of the Tax Code. Further,
in accordance with Tax Code § 351.101(f) Museum shall not used the funds received
hereunder for travel for a person to attend an event or conduct an activity the primary
purpose of which is not directly related to the promotion of tourism and the convention
and hotel industry or the performance of the person's job in an efficient and
professional manner.
(b) Museum further agrees that it will maintain all funds received hereunder in
a separate account. Museum shall not commingle such funds with any other funds or
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maintain such funds in any other accounts. In addition, Museum's expenditure of such
funds shall strictly be in accordance with its Budget, attached as Exhibit B and
incorporated herein by reference for all purposes. Museum understands and agrees
that upon the acceptance of funds hereunder, a fiduciary duty is created with respect to
the expenditure of such funds.
(c) Museum shall submit quarterly financial reports to the City that reflect all
receipts and disbursements of funds received pursuant to this Agreement. In addition,
within thirty (30) days following the end of the City's fiscal year, Museum shall submit to
the City an annual financial report that reflects all receipts and disbursements of such
funds received during the term of this Agreement and that sets forth all other material
information pertaining to the financial activities and financial condition of the Museum.
(d) Museum shall submit quarterly service performance reports to the
City that reflect services and activities undertaken by Museum in performance of
this Agreement. Each report will be signed by a duly authorized agent of Museum
and submitted quarterly. In addition, within thirty (30) days following the end of
the City's fiscal year, Museum shall submit to the City an annual service
performance report that reflect all services and activities undertaken by Museum
in performance of this Agreement.
(e) At any time during the term of this Agreement, the City shall have the right
to authorize an audit of Museum's records as they pertain to its receipt and expenditure
of funds hereunder. Such audits shall be prepared at the City's expense. However, if
any such audit reveals material discrepancies in the Museum's records, Museum
agrees that it shall reimburse the City for the full costs of such audit.
4. BOND HOLDER RIGHTS.
The City's obligations and Museum's rights under this Agreement shall be
subordinate to and limited by the terms and conditions of all subsequent City
ordinances which authorize the issuance of bonds whose payment is pledged upon the
City's hotel occupancy tax. Museum agrees and understands that rights of the holders
of any such revenue bonds shall be superior in all respects to the rights of Museum.
However, the City, to the extent practicable, shall give Museum as much prior notice as
reasonably possible of the City's intent to issue such bonds.
5. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Museum shall operate as an
independent contractor as to all services and obligations performed hereunder, and not
as an agent, representative or employee of the City. Museum shall have the exclusive
right to control the details of its operations and activities and shall be solely responsible
for the acts and omissions of its boards, officers, agents, servants, employees,
contractors, subcontractors and members. The Museum acknowledges that the
doctrine of respondeat superior shall not apply as between the City and Museum its
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boards, officers, agents, servants, employees, contractors, subcontractors and
members. Museum further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between the City and Museum.
6. INDEMNIFICATION.
MUSEUM HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THE RECEIPT OR EXPENDITURE OF CITY FUNDS OR THE
PROVISION OF ANY SERVICES HEREUNDER.
MUSEUM COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY
AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL
INJURY OF ANY KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THE RECEIPT OR EXPENDITURE OF CITY FUNDS OR THE
PROVISION OF ANY SERVICES HEREUNDER.
7. ASSIGNMENT.
Museum shall not assign, sell, convey or transfer its interest under this
Agreement. Any such attempted assignment of same shall be null and void.
8. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does
not waive or surrender any of its governmental powers.
9. NO WAIVER.
The failure of the City to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of
the City's right to insist upon appropriate performance or to assert any such right on any
future occasion.
10. VENUE.
Should any action, whether real or asserted, at law or in equity, arise out of the
terms of this Agreement; venue for said action shall be in Tarrant County, Texas.
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11. SEVERABILIITY.
If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provision shall
not in any way be affected or impaired.
12. ENTIRETY OF AGREEMENT.
This written instrument, including any documents incorporated herein by
reference, contains the entire understanding and agreement between the City and
Museum as to the matters herein contained. Any prior or contemporaneous oral or
written agreement is hereby declared null and void to the extent in conflict with this
Agreement. This Agreement shall not be amended unless agreed to in writing by both
parties and approved by the City Council of the City.
13. RIGHT TO AUDIT.
Contractor agrees that the City shall, until the expiration of three (3) years after
final payment under this Agreement, have access to and the right to examine any
directly pertinent books, documents, papers and records of the Contractor involving
transactions relating to this Agreement. Contractor agrees that the City shall have
access during normal working hours to all necessary Contractor facilities and shall be
provided adequate and appropriate workspace in order to conduct audits in compliance
with the provisions of this section. The City shall give Contractor reasonable advance
notice of intended audits.
Contractor further agrees to include in all of its subcontractor agreements
hereunder a provision to the effect that the subcontractor agrees that the City shall, until
the expiration of three (3) years after final payment under the subcontract, have access
to and the right to examine any directly pertinent books, documents, papers and
records of such subcontractor involving transactions to the subcontract, and further that
City shall have access during normal working hours to all subcontractor facilities and
shall be provided adequate and appropriate workspace in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor
reasonable advance notice of intended audits.
14. NOTICES.
Notices to be provided hereunder shall be sufficient if forwarded to the other
party by hand-delivery or via U.S. Postal Service certified mail, postage prepaid, to the
address of the other party shown below:
City of Fort Worth Museum of Science and History
Karen Montgomery, Van A. Romans, President
Assistant City Manager 1501 Montgomery Street
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1000 Throckmorton Fort Worth, TX 76107
Fort Worth, Texas 76102 817-255-9504
817-392-6222
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
multiples to become effective for the stated term upon the filing with and assignment of
a contract nu er by the it Secretary's Office of the City of Fort Worth, Texas, this
day of �� , ,A.D. 2007.
CITY OF FORT WORTH MUSUE F IENC HISTORY
By: 4By:
Karen L. Montgomery Van A. Romans
Assistant City Manager /� President
ATTEST:
By:
t2 }, City Secretary
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attorney
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared Van A. Romans, known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that
the same was the act of the Museum of Science and History, and that he executed the
same as the act of the Museum of Science and History, for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
2007.
wt
Notary Public in and for the State of Texas
MONTA RHEA NOE
Notary-Public,State of Texas
My commission Expires
'�•:Fa��E,, June 29,2010
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared Karen L. Montgomery, known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged to
me that the same was the act of the City of Fort Worth and that he executed the same
as the act of said City of Fort Worth for the purposes and consideration therein
expressed and in the capacity therein stated.
f
GIVEN UNDER MY HAND AND SEAL OF OFFICE this__day of
2007.
r
N ary Public in and for the State of Texas
y MY CONS pry�XpIRES
MaY 27,2011
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Exhibit B
2007-08 Culture and Tourism Funding Request
Submitted to the City of Fort Worth
June 4, 2007
'by the Fort Worth Museum of Science and History
Exhibitions, Omni Theater, and Noble Planetarium:
Funds are requested to help maintain and develop our permanent and
temporary exhibitions,and to assist with expenses associated with film rental
and production provided for visitors and school groups. One of North Texas'most
popular cultural attractions,annual attendance averages almost one million visitors,
with nearly two-thirds coming from outside Tarrant County.This amount
represents approximately 10%of the annual costs associated with the activities.
$207,610
Museum School and School Services:
Included in this request are expenses associated with Preschool,Museum
School(older children and adults),and facilitation of school field trips.
Approximately 4,500 children are enrolled in Museum School and Preschool
programs annually and over 200,000 school children visit the Museum
via field trips each year. This amount represents approximately 10%of
the annual costs associated with these activities.
76,235
Museum Collections:
Requested funds cover approximately 10%of the total cost in caring for and
housing the Museum's collection of artifacts and specimens.
24,229
Buiidin_g Operations, Maintenance, Security, Professionai Services and
Manaaement.
These funds provide approximately 10%of the total costs of caring for and
maintaining the building,grounds,and equipment;utilities;insurance expense;
security,accounting and legal,and management of the organization.
264,075
Total Funding Request 572,149
E Exhibit B
Fort Worth Museum of Science and History
2007-08 Projected Operating Budget
FY 07-08(Unapproved)
REVENUES AND SUPPORT
City of Fort Worth 572,149
Theater 899,830
Exhibit Admission Fees 273,428
Planetarium 0
Transaction Fees 0
Museum School 661,000
Museum Store(net) 106,423
Discovery Pass 359,700
Contributions 2,479,501
Sponsorship 798,159
Interest Income 60,500
Invest.Interest Income 5,000
Collection Use/Rental 210,000
Facility Rental Income 47,602
Concessions(net)and Food Service 99,684
Other Inco ne 180,000
Total REVENUES AND SUPPORT $6,752,976
EXPENSES
Salaries&:Related Expenses 4,088,976
Professional Fees&Contract Services 342,377
Federal Grant Expense 753,200
Telephone/Utilities 217,733
Postage 52,441
Supplies 201,227
Printing& Promotion 242,435
Insurance 106,551
Travel 39,105
Staff Development&Conferences 38,040
Membership Dues 28,208
Artifact Acquisition 0
Repair&Maintenance (25,918)
Rental &Lease Expense 102,023
Film Rental &Production 321,675
Temporary Exhibit Fees 199,332
Member Events(net) 4,500
Total EXPENSES $6,711,905
REVENUES OVER/(UNDER)EXPENSES $41,071
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Page 1 of l
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 10/23/2007
DATE: Tuesday, October 23, 2007
LOG NAME: 03MUSEUEMSCIENC REFERENCE NO.: **C-22457
SUBJECT:
Authorize the Execution of a Contract with the Fort Worth Museum of Science and History to
Promote Artistic and Cultural Activities
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a contract in the amount of
$572,149.00 with the Fort Worth Museum of Science and History to promote artistic and cultural activities.
DISCUSSION:
The City appropriates funds for this agency from a portion of the Hotel/Motel Occupancy Tax receipts.
During the FY2007-08 budget process, the City Council authorized funding to support operations at the Fort
Worth Museum of Science and History. The Fort Worth Museum of Science and History promotes artistic
and cultural activities to help the City promote tourism and the convention and hotel industries. The
Museum is a facility where geological, biological and zoological collections are housed. The Museum is
active in increasing knowledge by offering instruction and opportunities for aesthetic enjoyment. Its
preservation of objects of historic, artistic and scientific interest fosters an appreciation of history, art and
science within Fort Worth and surrounding areas.
It is proposed that a contract be executed between the City of Fort Worth and the Fort Worth Museum of
Science and History for the period of October 1, 2007, through September 30, 2008.
FISCAL INFORAAATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the Culture and Tourism Fund.
TO Fund/Account/C enters FROM Fund/Account/Centers
GG04 539120 0243010 $572,149.00
Submitted for City Manager's Office by: Karen Montgomery (6222)
Originating Department Fiead: Bridgette Garrett (8518)
Additional Information Contact: Erin Roseman (8512)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11/15/2007