HomeMy WebLinkAboutContract 31502-A4R1 CITY SECRETARY,
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FIRST RENEWAL TO CITY SECRETARY CONTRACT NO. 31502-A4
AN AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN THE FORT
WORTH GARDEN CLUB AND THE CITY OF FORT WORTH
THIS FIRST RENEWAL TO CITY SECRETARY CONTRACT NUMBER 31502-
A4 ("First Renewal") an amended and restated license agreement is made and entered into by and
between the City of Fort Worth, Texas, a home-rule municipal corporation of the State of Texas
("City"), acting by and through its duly authorized Assistant City Manager, and the Fort Worth
Garden Club,a Texas non-profit corporation("FWGC"),acting by and through its duly authorized
representative.
WHEREAS, the City owns a certain piece of property known as the Fort Worth Botanic
Garden located at 3220 Botanic Garden Boulevard, Fort Worth,Texas 76107 ("Botanic Garden");
WHEREAS, the City and FWGC have been parties to a series of agreement related to the
Botanic Garden,the most recent agreement being an amended and restated license agreement, City'
Secretary Contract No. 31502-A4("License Agreement")which was approved by the City Council
on March 28, 2017 through M&C C-28165;
WHEREAS, the License Agreement provides that the term may be renewed for two
additional six-month periods;
WHEREAS,the parties wish to continue their relationship by exercising the first renewal
option.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein,the City and the FWGC do mutually covenant and agree to renew and extend the
License Agreement as follows:
I.
The City and FWGC hereby agree to renew and extend the License Agreement for a six
month period, effective beginning on April 1, 2018 and expiring on September 30, 2018.
II.
All terms and conditions of the License Agreement that are not expressly amended pursuant.
to this First Renewal shall remain in full force and effect.
III.
'61 8 9 70 rrr 11 terms in this First Renewal that are capitalized but not defined shall have the meanings
aigne them in the License Agreement.
ti gpyLL OFFICIAL RECORD
a C/ oo- 2 3 2D18 CITY SECRETARY
sniktjewal� C 31502-A4 F'1'.d110RTH,TX oft
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IN WITNESS WHEREOF, the parties hereto have executed this First Renewal in
multiples in Fort Worth, Tarrant County, Texas, this day of Y ► A
2018.
CITY OF FORT WORTH FORT WORTH GARDEN CLUB
By: . By: 41 ' /
Fernando Costa Name: Lau rAl. L A rrr i SD N
Assistant City Manager Title: Prem d e h I
Recommended by:
chard Zavala
Director, Park& Recreation Department
APPROVED AS TO FORM AND LEGALITY:
Richard A. McCracken F O R T
Assistant City Attorney O� GJi
ATTEST: _
Contract Compliance Manager:
-, '71EXAS By signing, I acknowledge that I am the person.
responsible for the monitoring and
Mary ayse administration of this contract, including,
City Secretary ensuring all performance and reporting,
M&C: C-28165 (3/28/17) requirements.
Form 1295: 2017-178357
ame: Bob Byers
Title:Botanic Garden Director
OFFICIAL RECORD
First Renewal of CSC 31502-A4 CITY SECRETARY 2 of
FT.WORTH,TX
4/17/2018 M&C Review
Official site of the Oty of Fort Worth,Texas
CITY COUNCIL AGENDA FORORTH
COUNCIL ACTION: Approved on 3/28/2017
DATE: 3/28/2017 REFERENCE C-28165 LOG NAME: 80FWBGCONTRACTS
NO.:
NON- PUBLIC
CODE: C TYPE: CONSENT HEARING: NO
SUBJECT: Authorize Execution of Amended and Restated Agreements with the Fort Worth Garden
Club and Fort Worth Botanical Society, Inc., for Certain Uses Associated with the Botanic
Garden and Waive Construction-Related Permit Fees for Future Projects (COUNCIL
DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize an Amended and Restated Agreement with the Fort Worth Garden Club for the use of the
Botanic Garden to, among other things, license certain areas within the Garden Center Building, sell
merchandise, conduct programs and special events, and improve the existing facilities and structures;
2. Authorize an Amended and Restated Agreement with the Fort Worth Botanical Society, Inc., for the use of
the Botanic Garden to, among other things, operate the Gardens Restaurant, license certain areas within the
Rock Springs Building, sell merchandise, and conduct programs and special events, and improve the existing
facilities and structures; and
3. Authorize waiver of construction-related permit fees to the extent permitted by law for future projects under
the Amended and Restated Agreements with the Fort Worth Garden Club and the Fort Worth Botanical
Society, Inc.
DISCUSSION:
On November 15, 2016, the City Council authorized the acceptance of the Fort Worth Botanic Garden
Strategic Plan from EMD Consulting Group, LLC, and referred it to the City Manager and Staff for further
review and evaluation to develop strategies and polices for the implementation of the strategic plan (Plan)
(M&C G-18885). The Plan establishes several key goals, including the reorganization of support groups and
the increase of private support for the Fort Worth Botanic Garden (FWBG). The reorganization process will
take place over two phases—(1) implementing actions for realigning governance and existing financial
resources and (2) realigning governance structure in anticipation that a single entity, currently referred to as
the Botanic Garden Conservancy, may serve as the future sole support organization for the FWBG and
whose primary functions will be to promote and manage membership and conduct fundraising. This Mayor
and Council Communication (M&C), in conjunction with a companion (M&C) concerning future revenues from
FWBG activities, addresses Phase 1.
The Fort Worth Garden Club (FWGC) and Fort Worth Botanic Society, Inc. (FWBS) are long-standing
support groups of the FWBG and have significantly contributed to its success over the past 40 years. The City
currently has Agreements with the FWGC and FWBS governing each's use of the FWBG. In order to carry
out Phase 1 of the reorganization plan, the Agreements need to be amended and restated to redefine each
party's use of the FWBG and realign the financial resources associated therewith. Below is a summary of the
current Agreements and the key terms of the proposed amended and restated Agreements.
FWGC
In the mid-1980s, the FWGC contracted with the City to construct the Garden Center Conservatory Complex
and an attached Lecture Hall (Complex) at no cost to the City(M&C C-2639 and C-9250). In exchange, the
City agreed to operate the facilities primarily for educational purposes and secondarily to provide space to
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hold meetings of public interest and benefit. Thereafter, the City and FWGC have been parties to a series of
Agreements pursuant to which (1) all revenue generated through the Complex was deposited into a special
fund maintained by the FWGC and used solely for the operation, expansion, or improvement of the Complex
and Botanic Garden; (2) the FWGC was granted the right to use certain space within the Complex as a gift
shop and office space; and (3) the FWGC directly funded certain Staff positions, with the current Agreement
being Fort Worth City Secretary Contract No. 31502, as amended and renewed by CSC Nos. 31502-A1,
31502-A2, and 31502-R1A3.
The key terms of the proposed Amended and Restated Agreement include the following:
FWGC will be permitted to use the FWBG to make City-authorized improvements to existing facilities and
structures.
Any funds remaining in the special fund maintained by the FWGC after the effective date of the
Agreement will remain in FWGC's special fund and any funds and revenues received by the FWGC as a
result of the rights granted in this new Agreement will be deposited into its special fund. All funds in the
FWGC's special fund must be used and expended for the benefit of the FWBG.
Except as set forth below, any and all revenues generated at the Complex after the effective date of the
Agreement will be deposited with the City into a special revenue fund.
The FWGC will no longer fund any Staff positions at the FWBG.
FWGC will continue to license areas within the Garden Center including certain designated office space.
FWGC will retain a non-exclusive right to sell merchandise at the FWBG and use the FWBG for certain
programs and special events
The primary term of this Agreement will expire on April 1, 2018, and will include two optional six month
renewals.
The projected effective date of this Agreement will be April 1, 2017.
The prior Agreement between the City and FWGC will automatically terminate and be superseded by the
Amended and Restated Agreement on the effective date.
FWBS
Since 1973, the FWBS and City have been party to a series of Agreements pursuant to which the FWBS has
operated the Japanese Garden and performed other designated functions related to the FWBG, with the
current Agreement being CSC No. 32788, as amended and renewed by CSC Nos. 35186, 32788-A2, 32788-
A3, and 32788-R1A4. The FWBS currently leases the Japanese Garden and certain areas within the Rock
Springs Building, including the Gardens Restaurant. The current Agreement also gives the FWBS (1) the
exclusive right to sell merchandise or services throughout the Japanese Garden; (2) a non-exclusive license to
operate a gift shop at the FWBG; (3) a non-exclusive right to sell merchandise and services through the
FWBG; and (4) permission to use the FWBG for programs and events. The FWBS is required to deposit all
funds collected as a result of its rights under the current Agreement into a specially restricted account to be
managed by the FWBS and used solely for the operation, expansion, and improvement of the FWBG. The
FWBS also employees 10 individuals to carry out its functions and directly funds, either in whole or in party,
eight Staff positions for the FWBG.
The key terms of the proposed Amended and Restated Agreement including the following:
Beginning on the effective date of the Agreement, the City will assume operational control over the
Japanese Garden and all gift shops, which will include Staff. FWBS will provide funding for one City
employee to help operate, maintain, and provide services at the FWBG.
Except as set forth below, beginning on the effective date of the Agreement, any and all revenue
generated at the FWBG, including, without limitation, revenue from the Japanese Garden and any gift
shops, will be deposited with the City into a special revenue fund.
Any funds remaining in the special fund maintained by the FWBS as of the effective date of the
Agreement will remain in FWBS's special fund and any funds and revenues received by the FWBS as a
result of the rights granted in this new Agreement will be deposited into its special fund. All funds in the
FWBS's special fund must be used and expended for the benefit of the FWBG.
FWBS will continue to lease and operate the Gardens Restaurant.
FWBS will continue to license other areas within the Rock Springs Building, including certain designated
office space and the north entrance joint usage area, and a portion of the "Triplex" storage building.
FWBS will retain a non-exclusive right to sell merchandise throughout the FWBG and use the FWBG for
certain programs and special events.
FWBS will be permitted to make City-authorized improvements to existing facilities and structures.
The primary term of this Agreement will expire on April 1, 2018, and will include two optional six-month
renewals.
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The"!rojected effective date of this Agreement will be April 1, 2017.
The prior Agreement between the City and FWBS will automatically terminate and be superseded by the
Amended and Restated Agreement on the effective date.
Both Agreements will also include construction-related permit fee waivers. Permit fee waivers for any futl re
improvements by the FWGC and FWBS are appropriate because they further the public purpose of improving
City-owned property with privately-donated funds. Adequate controls are in place to ensure that this public
purpose will be carried out under the terms and conditions of the Agreements, which require that all
improvements undertaken by or on behalf of the FWGC or FWBS must receive advance written approval
from the Park and Recreation Department and comply with all requirements set forth in the Agreements.
The Fort Worth Botanic Garden is located in COUNCIL DISTRICT 7 and is classified as a citywide special
use facility.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that this action will result in revenues previously being received by the FVVBS
and the FWGC to be receipted by the City. Appropriations for both revenue and expenditures for the Botanic
Garden Special Revenue Fund area addressed in an accompanying Mayor and Council Communication,.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID YearChartfield 2
FROM
[Fund [__Department Account Project Program Activity Budget Reference# Amount
ID I I ID I I Year Chartfield 2
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Richard Zavala (5704)
Additional Information Contact: Sandra Youngblood (5755)
ATTACHMENTS
Garden Club 1295.pdf
Society 1295.i)df
http://apps.cfironet.org(cotincil j)acket/mc_review.asp?ID=244%&cmnci ldate=3/2aW17
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
loll
Complete Nos.i-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parfies. 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. 2017-178357
Fort Worth Garden Club
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that Is a party tot the contract for which the form is 03/1412017
being filed.
City of Fort Worth Date Acknowledged:
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.
CSC31502
maintenance in the Botanic Garden
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
5 Check only if there is NO Interested Party. 0
6 AFFIDAVrf I swear,or affirm,under penalty of that the above disclosure Is true and correct.
`�\N\Illttl111f//j� ��'
R0�/�
•`<Q� g�t PUe4soy
//VSignature bf authorized agent of contracting business entity
AFFIX NOTAI ij,$T�hl 0.. A VE
Sworn to and subscribed before me,by the said t.L4!/W[I�L 'Loy&--this the day of
20_A2—.to certify which,witness my hand and seal of office.
./A b , -t P h4 �� N
Signature of officer administering oath Printed name of officer administering oath Title of officer adIninistering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277