HomeMy WebLinkAboutContract 34175� i � :.�..� YrV��I�
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FUNDING AGREEMENT
BETWEEN
CITY OF FORT WORTH
AND
MUSEUM OF SCIENCE AND HISTORY
This FiJNDING 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 ffiSTORY (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 Thiriy-Nine Thousand Seventy-two
Dollars ($539,072) from revenue generated by the City's hotel occupancy tax.
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
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Worth. Museum agrees that expenditures of any funds received hereunder shall be for purposes
that fully comply in with V.T.C.A., T� Code § 351.1OL In performance of such services,
Museum commits to meet service performance criteria as set out in E�iibit 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 l, 2006, and end on September 30,
2007. The City may terminate this Agreement far cause by giving Museum written notice not
less than one-hundred eighty (180) days prior to the effective date of such ternZination.
(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 ternlinate 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( fl 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 E�ibit A and incorporated herein by reference for
all purposes. Musetun 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)
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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 prepaxed 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 Ciiy'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. Museutn 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
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CONNECTION WITH THE RECEIPT OR EXPENDITURE OF CITY FUNDS OR THE
PROVISION OF ANY SERVICES HEREi7NDER.
MUSEUM COVENANTS AND AGREES TO, AND DOES HEREBY,
INDEMNIFY AND HOLD HARMT_.ESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST AN Y 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 CI�ARACTER, 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 far 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
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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 warking 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 L. Montgomery, 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
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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 number by the City Secretary's Office of the City of Fort Worth, Texas, this %�f ���`day
of �: ,.---�`;�-�,-t ,A.D. 2006.
CITY OF FORT WORTH
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By:
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Karen L. Montgomery v
Assistant City Manager
ATTEST:
By:
City Secretary
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MUSU OF SCI NCE A D
HISTO Y
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Van A. Romans
President
At ROVED AS TO FORM AND LEGALITY:
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Assistant City Attorney
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STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and far 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 LINDER MY HAND AND SEAL OF OFFICE this 1�( day of
�<��`c��'> ��'�- , 2006.
��
Notary Public iri'�nd
��"""�, MARY L. MAHANAY
. �� Notary Public
STATE OF TEXAS
�'�a� Mv Comm. Exp. Julv 29, 2010
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and far 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.
�t- .-,
GNEN UNDER MY HAND AND SEAL OF OFFICE this 1 I� day of ;�1C�� �. ,
2006. ; -� ,
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Notary �ublic in and� the State of Texas
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i*+ NOTARY PUBLIC
��t�l�; State of Texas
�'�'.F`oF,�`:��'� Comm. Exp. 05-27-2007
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Page 1 of 1
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION
DATE: Tuesday, October 10, 2006
LOG NAME: 03MUSEUMSCIENCE
Approved on 10/10/2006
REFERENCE NO.: **C-21753
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
$539,072 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 FY2006-07 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, 2006, through September 30, 2007.
FISCAL INFORMATION/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/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office b�
Originating Department Head:
Additional Information Contact:
GG04 539120 0243010 $539,072.00
Karen Montgomery (6222)
Bridgette Garrett (8518)
Erin Roseman (8512)
http://www.cfwnet. org/council�acket/Reports/mc�rint. asp 1 /16/2007