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HomeMy WebLinkAboutContract 32471 CIT'( C-R"TAM 7 COI MAC T 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 Tarrant and Denton Counties, Texas, whose business address is 1000 Throckmorton, Fort Worth, Texas 76102, acting by and through Richard Zavala, its duly authorized Acting 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. 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 Thirty-Nine Thousand Seventy-two Dollars ($539,072) from revenue generated by the City's hotel occupancy tax. In return, Museum will promote artistic and cultural activities to help the City promote tourism and the convention and hotel industries. Specifically, 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 contract. � �LIIMAD 2. TERM OF AGREEMENT AND TERMINATION. (a) This agreement shall commence on October 1, 2005, and end on September 30, 2006. 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 Contract 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(a), 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 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 A 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. END Off SN'CRENY 2 FT, oYN, TEX, (d) Museum shall submit quarterly service performance reports to the City that reflect services and activities undertaken by Museum in performance of this contract. 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 contract. (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 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 HIND 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 01J �'t 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 HIND, 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 contract, 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 contract; venue for said action shall be in Tarrant County, Texas. 11. SEVERABILITY. 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. a Fy. 14105H, YEN, 13. RIGHT TO AUDIT. Contractor agrees that the City shall, until the expiration of three (3) years after final payment under this Contract, have access to and the right to examine any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Contract. 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 Richard Zavala,Acting Assistant City Manager Van A. Romans, President 1000 Throckmorton 1501 Montgomery Street Fort Worth, Texas 76102 Fort Worth, TX 76107 817-392-6222 817-255-9504 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 number bt th Ci ecretary's Office of the City of Fort Worth, Lexas ,day of A.D. 2005.CITY OF FORT WORTH MUSUE F HIS OAQQQ��z By: By: Ric rd Zavala Van A. Romans Acting Assistant City Manager President FYI z..n, ATTEST: By: City Secretary 5 APPROVED AS TO FORM AND LEGALITY: Aazstant City Attorney M&C: 6 v HII 7 Ellzll. 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. 2005. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 6 day of OCTIOdeK.. , SykY pu"' MARY L. MAHANAY * a NOTARY PUBLIC STATE OF TEXAS Notary Public i and for the State f Texas of +� My Comm.Exp.07-20-2006 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 Richard Zavala, 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. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 10 day of 6,-A-a hex , 2005. , i pYP& PATRICIA X GARCA oary Public in and for the State of Texas NOTARY PUBLIC STATE OF TEXAS COMMISSION EXPIRES: '� MARCH 31, 2009 EXHIBIT A HOTEL/MOTEL OCCUPANCY TAX AGENCY OBJECTIVES AND MEASURES FORT WORTH MUSEUM OF SCIENCE AND HISTORY Mission: The Fort Worth Museum of Science and History was established to promote, through the establishment and maintenance of a museum and allied projects, a program which will bring about better understanding and appreciation of science, history and the arts. The Museum was established in 1941 and was the first children's museum in the state of Texas. Since 1984, the Museum has averaged 1.15 million visitors annually, with nearly two-thirds coming from Tarrant County. Major programs include: four core exhibit galleries, a special exhibition hall, two outdoor exhibit spaces, the Noble Planetarium, Omni Theater, KIDSPACE, Hands on Science, Museum School and Museum Preschool, School Tours and a myriad of hands-on discovery areas manned every day by skilled staff and volunteers. Objectives: 1. To provide extraordinary learning environments for the million children and adults who visit the Museum each year. 2. To be accessible to visitors 363 days each year, this requires over 4,000 operating hours annually. 3. To provide programming and welcome over 210,000 school children who visit the Museum via school field trips each year. 4. To facilitate Family Science Nights and Rural Community Saturday Science for over 8,000 persons from underserved areas of the community each year. 5. To participate in teacher pre-service and in-service programs which serve over 1,800 teachers and future teachers each year. 6. To provide science and history loan kits to classrooms in the community which are utilized by over 30,000 students and teachers per year. 7. To provide curriculum and programming for over 3,500 children enrolled in Museum Preschool and Museum School classes each year as well as scholarships to attend the school based on financial need. Output Measures: ;�4 � +t f P 1 Agency Measures Actual FY2003-04 Estimated FY2004-05 Prof et - Number of Visitors er ear 957,052 991,246 1—C194 0i City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 10/4/2005 DATE: Tuesday, October 04, 2005 LOG NAME: 032005MUSEUMSCI REFERENCE NO.: **C-21050 SUBJECT: Authorize the Execution of a Contract with the Fort Worth Museum of Science and History RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a contract in the amount of $539,072 with the Fort Worth Museum of Science and History. DISCUSSION: The City appropriates funds for this agency from a portion of the Hotel/Motel Occupancy Tax receipts. During the FY2005-06 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 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, 2005, through September 30, 2006. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds have been budgeted in the FY2005-2006 Culture and Tourism Fund adopted budget for this expenditure. TO Fund/Account/Centers FROM Fund/Account/Centers GG04 539120 0243010 $539.072.00 Submitted for City Manager's Office by: Richard Zavala (Acting) (6222) Originating-Department Head: Bridgette Garrett (8518) Additional Information Contact: Jose Moreno (8349) Logname: 032005NWSEUMSCI Page I of I