HomeMy WebLinkAboutContract 44762 (2)CITY SECRETARY
CONTRACT NO. I-191LP
FUNDING AGREEMENT BETWEEN THE CITY OF FORT WORTH AND
THE FORT WORTH MUSEUM OF SCIENCE AND HISTORY
This Funding Agreement ("Agreement") is by and between the CITY OF FORT WORTH,
TEXAS ("City"), a municipal corporation, acting by and through its duly authorized Assistant City
Manager, and the FORT WORTH MUSEUM OF SCIENCE AND HISTORY ("FWMSH"), a Texas
nonprofit corporation, acting by and through Van Romans, its duly authorized President.
WHEREAS, in 2010, the FWMSH applied for and received an artifact from World Trade Center
I (North Tower), which was destroyed on September 11, 2001;
WHEREAS, the artifact, a full -facade panel that once supported the three floors (101-103)
located two stories above the center of the impact zone of the North Tower, is the largest artifact in Texas
from the World Trade Center ("Artifact"), a depiction of which is attached hereto as Exhibit A;
WHEREAS, the Artifact is comprised of three steel columns, three stories high, bolted together,
weighs approximately 7,000 pounds and measures 36 feet high by six feet wide by three feet thick;
WHEREAS, the Artifact is one of the few recovered pieces that the National Institute of
Standards and Technology has been able to trace to its exact location within the North Tower;
WHEREAS, the Artifact will be the focus of 9/11 Tribute, a permanent exhibit that will be
installed in the Fort Worth Museum of Science and History's ("Museum") iconic "Urban Lantern," which
is located at the entrance of the Museum on 1600 Gendy Street in Fort Worth Texas. The location and
depictions of the Museum and the Urban Lantern are attached hereto as Exhibit B and incorporated herein
for all purposes;
WHEREAS, the Urban Lantern area of the Museum is publicly accessible and free of charge
during the Museum's normal business hours and will help to preserve the integrity of the Artifact and
protect it from outside elements;
WHEREAS, as a permanent exhibition in the Museum's main entrance, more than 800,000
guests, including approximately 100,000 children on school field trips, annually, will have access to this
Artifact;
WHEREAS, as a permanent exhibition and part of the Museum's approved collection, the 9/11
Tribute installation will be on exhibit for no less than 10 years and will likely be in the Urban Lantern
location for the life of the facility, approximately 75 years;
WHEREAS, the Museum aspires to present, tell stories, and interpret the important national
impact resulting from the events on 9-11;
WHEREAS, the Museum estimates that approximately $222,159.00 is required to permanently
install the Artifact inside of the Urban Lantern and has requested assistance from the City to fund this
installation;
WHEREAS, the exhibition will help fulfill the public purpose of educating the general public
about the historical significance of the events that transpired on September 11, 2001 and their impact on
the history and course of our nation;
Funding Agreement with the Fort Worth Museum of Science and History
OFFICIAL RECORD
CITY SECRETARY 1 of 9
FT. V 01'TE A.JG282613
WHEREAS, the Fort Worth City Council, through M&C G-17964, authorized the grant of funds
to the FWMSH in an amount up to $222,159.00 for the purpose of funding installation of the Artifact at
the Museum as a permanent exhibit, free to the public.
NOW, THEREFORE, the parties hereby agree as follows:
1.
Incorporation of Recitals and Purpose
1.01 The City Council has found, and the City and FWMSH hereby agree, that the recitals set forth
above are true and correct and form the basis upon which the parties have entered into this Agreement.
1.02 The purpose of this Agreement is to set forth the terms and conditions related to the City's
funding of the installation of the Artifact at the Museum.
2.
Funding
2.01 City agrees to fund FWMSH in an amount up to Two Hundred Twenty -Two Thousand One
Hundred Fifty -Nine Dollars and No Cents ($222,159.00) ("Funds") for necessary and actual costs related
to the installation of the Artifact within the Urban Lantern area of the Museum.
2.02 Payment of Funds hereunder shall be issued in one lump sum upon verification by the City of the
following: (1) full and complete installation of the Artifact in the Urban Lantern and (2) any and
all necessary and actual costs incurred by the FWMSH for installation of the Artifact. The FWMSH
agrees to fully cooperate with the City in verifying the above and shall submit any documentation
requested by the City.
2.03 The City shall not be obligated to pay the full amount of the funding or for any amounts that
cannot be verified in accordance with this Agreement.
3.
Display of the Artifact
3.01 The Museum shall display the Artifact as a permanent exhibit and free to the public for a
minimum of ten (10) continuous years in the Urban Lantern area of the Museum or another prominent
location at the Museum that is accessible to the public at no charge or another location that is mutually
acceptable to the City and FWMSH. If, during the ten (10) year period, the Museum plans to move the
Artifact from the Urban Lantern, then the Museum must notify the City at least ninety (90) days in
advance.
3.02 If, for any reason other than a Force Majeure Event, the FWMSH fails to display the Artifact in
accordance with this Agreement and such failure to display remains uncured after sixty (60) days
following receipt of written notice from the City, then the FWMSH shall repay the Funds to the City on a
prorated basis based on the 10-year display period. For example, if the FWMSH received the full amount
of funding per this Agreement and ceases to display the Artifact at the beginning of year nine, then the
FWMSH would owe the City $22,215.90 ((funding amount of $222,159.00 / 10-year display period) x 1
year remaining of the display period). The FWMSH agrees to repay any such funds in accordance with
the timeline set forth by the City at the time of such default.
Funding Agreement with the Fort Worth Museum of Science and History 2 of 9
4.
Liability and Indemnification
4.01 The parties acknowledge that this Agreement is strictly intended to fund the installation of the
Artifact and that nothing herein shall be construed as creating a partnership, agency relationship, or joint
venture between the City and FWMSH. The FWMSH shall be liable and responsible for any and all
property loss, property damage, and personal injury related to the Artifact, including, but not limited to,
the installation and display of the Artifact. In no event shall the City be liable in any manner to FWMSH
or any other party as a result of the acts or omissions of FWMSH, its agents, employees, representatives,
directors, contractors, invitees, or licensees
4.02 FWMSH COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD
HARMLESS, AND DEFEND, AT ITS OWN EXPENSE, CITY, ITS OFFICERS,
REPRESENTATIVES, SERVANTS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY
AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND OR
CHARACTER, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY LOSS OR
DAMAGE AND/OR PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH,
THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASSIONED BY ANY ACT OR
OMISSION OF THE FWMSH, ITS OFFICER, REPRESENTATIVES, AGENTS, EMPLOYEES,
CONTRACTORS, INVITEES, OR LICENSEES RELATED TO THIS AGREEMENT OR IN
ANY WAY RELATED TO THE ARTIFACT, INCLUDING, BUT, NOT LIMITED TO, THE
INSTALLATION AND DISPLAY OF THE ARTIFACT. THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLY TERMINATION OF THIS AGREEMENT.
5.
Force Majeure
5.01 If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due
to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades;
insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions
by any court, board, department, commission, or agency of the United States or of any state; declaration
of a state of disaster or of emergency by the federal, state, county, or City government in accordance with
applicable law; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond
the parry's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such
Force Majeure Event will be suspended only during the continuance of the Force Majeure Event.
6.
Right to Audit
6.01 FWMSH agrees that the City shall have access to and the right to examine any directly pertinent
books, documents, papers and records of FWMSH involving transactions relating to this Agreement
during the term of this Agreement and for three (3) years thereafter. FWMSH agrees that the City shall
have access during normal working hours to all necessary FWMSH 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 FWMSH reasonable advance notice of intended audits.
6.02 FWMSH further agrees to include in all of its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall have access to and the right to examine any
directly pertinent books, documents, papers and records of such subcontractor involving transactions to
the subcontract for the term of this Agreement and for three (3) years thereafter, and further that City shall
Funding Agreement with the Fort Worth Museum of Science and History 3 of 9
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 section.
City shall give subcontractor reasonable advance notice of intended audits.
6.03 This section shall survive the expiration or termination of this Agreement.
7.
Charitable Immunity
7.01 If FWMSH, as a charitable or nonprofit organization, has or claims an immunity or exemption
(statutory or otherwise) from and against liability for damages or injury, including, but not limited to,
death, to persons or property, FWMSH hereby expressly waives its right to plead defensively such
immunity or exemption against City.
8.
Notices
8.01 All notices required or permitted under this Agreement shall be conclusively determined to have
been delivered when (i) hand -delivered to the other party, its agent, employee, servant, or representative,
or (ii) received by the other party by reliable overnight courier or United States Mail, postage prepaid,
return receipt requested, at the address stated below or to such other address as one party may from time
to time notify the other in writing.
To THE CITY: To FWMSH:
Director
Transportation and Public Works
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
With a copy to:
City Attorney
at the same address
Chief Administrative Officer
Fort Worth Museum of Science and History
1600 Gendy Street
Fort Worth, Texas 76107
9.
Compliance
9.01 FWMSH shall comply with all Federal, State and City statutes, ordinances and regulations
applicable under this Agreement and for the installation of the Artifact.
10.
Amendments and Waiver
10.01 No alteration, change, modification or amendment of the terms of this Agreement shall be valid
or effective unless made in writing and signed by both parties hereto and approved by appropriate action
of City.
10.02 No waiver of performance by either party shall be construed as or operate as a waiver of any
subsequent default of any terms, covenants, and conditions of this Agreement. The payment or
Funding Agreement with the Fort Worth Museum of Science and History 4 of 9
acceptance of fees for any period after a default shall not be deemed a waiver of any right or acceptance
of defective performance.
11.
Governing Law and Venue
11.01 If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of
this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the
United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement
shall be construed in accordance with the laws of the State of Texas.
12.
Successors and Assigns
12.01 Neither party hereto shall assign or transfer its interest herein without prior written consent of the
other party and any attempted assignment or transfer of all or any part hereof without such prior written
consent shall be void. This Agreement shall be binding upon and shall inure to the benefit of City and
FWMSH and its respective successors and permitted assigns.
13.
No Third -Party Beneficiaries
13.01 The provisions and conditions of this Agreement are solely for the benefit of City and FWMSH,
and any lawful successor or assign, and are not intended to create any rights, contractual or otherwise, to
any other person or entity.
14.
Severability and Captions
14.01 If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired.
14.02 Captions and headings used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
15.
Contract Construction
15.01 The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and
revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party must not be employed in the interpretation of this Agreement or any
amendments or exhibits hereto.
16.
Fiscal Funding Out
16.01 If, for any reason, at any time during any term of this Agreement, the Fort Worth City Council
fails to appropriate funds sufficient for City to fulfill its obligations under this Agreement, City may
terminate this Agreement to be effective on the later of (i) thirty (30) days following delivery by City to
FWMSH of written notice of City's intention to terminate or (ii) the last date for which funding has been
appropriated by the Fort Worth City Council for the purposes set forth in this Agreement.
Funding Agreement with the Fort Worth Museum of Science and History 5 of 9
17.
Counterparts and Electronic Signatures
17.01 This Agreement may be executed in several counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument. A signature received via
facsimile or electronically via email shall be as legally binding for all purposes as an original signature.
18.
Signature Authority
18.01 The person signing this Agreement hereby warrants that he or she has the legal authority to
execute this Agreement on behalf of his or her respective party, and that such binding authority has been
granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully
entitled to rely on this warranty and representation in entering into this Agreement.
19.
Entire Agreement
19.01 This writing embodies the entire agreement and understanding between the parties hereto, and
there are no other agreements and understandings, oral or written, with reference to the subject matter
hereof that are not merged herein and superseded hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as of 309day of
, 2013, in Fort Worth, Tarrant County, Texas.
CITY OF FORT WORTH
—7--
By: + ���
`tt� f1.eNkwo/u Go,SI t
Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
By:
ATT
Tylallach
Assistant City Attorn
City Se
AGREEMENT AUTHORIZATION:
M&C: G-17964, Approved on August 6, 2013
Funding Agreement with the Fort Worth Museum of Science and History
FORT SEUM OF
SCIEN AN 5 HIS RY
BY:\_
Van Romans
President
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
6 of 9
Exhibit A
Artifact
BENNETT f3ENNER PFMT Fort Worth Museum of Science and History
ARCHII ECT 94- P LANNEll9
Funding Agreement with the Fort Worth Museum of Science and History
7 of 9
Exhibit B
Urban Lantern
e
restline Rd
orth
c 185
'i".4,0111 4111111, ;
-
Urban Lantern
within the Museum.
I A "•'.
cr. a
ane
48.
0 ,
Map
Traffic
Funding Agreement with the Fort Worth Museum of Science and History 8 of 9
160o1000110clalioe=i.:' ...
=� - %tau^. ��Y:•,__...
'PMNM"
cn^��
FORT WORTH MUSEUM
SCIENCE AND HISTORY
Funding Agreement with the Fort Worth Museum of Science and History 9 of 9
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 8/6/2013
DATE: Tuesday, August 06, 2013 REFERENCE NO.: G-17964
LOG NAME: 20FWMSH - WORLD TRADE CENTER ARTIFACT
SUBJECT:
Authorize Execution of an Agreement with the Fort Worth Museum of Science and History in an Amount Up
to $222,159.00 for Installation of a World Trade Center Artifact as a Permanent, Free Exhibit (COUNCIL
DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an agreement with the Fort Worth
Museum of Science and History in an amount up of $222,159.00 for the installation of a World Trade
Center artifact as a permanent exhibit, free to the public.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to authorize the City Manager to enter
into an Agreement with the Fort Worth Museum of Science and History (Museum) in an amount up to
$222,159.00 for installation of a World Trade Center artifact.
In 2010, the Museum applied for and received an artifact from World Trade Center I (North Tower), which
was destroyed on September 11, 2001. The artifact, a full -facade panel that once supported the three
floors (101-103) located two stories above the center of the impact zone of the North Tower, is the largest
artifact in Texas from the World Trade Center. Comprised of three steel columns, three stories high,
bolted together, the artifact weighs approximately 7,000 pounds and measures 36 feet high by six feet
wide by three feet thick. It is one of the few recovered pieces that the National Institute of Standards and
Technology (NIST) have been able to trace to its exact location within the tower. Officially known as WTC
1, Column 133, floors 100-103 NIST Steel No. N-101, Impact Steel by the Port Authority of New York and
New Jersey, it is now simply referred to as N-101.
The artifact will be the focus of 9/11 Tribute, a permanent exhibit that will be installed in the Museum' s
iconic "Urban Lantern," which is located at the entrance of the Museum on 1600 Gendy Street in Fort
Worth Texas. The "Urban Lantern" area of the Museum is publicly accessible and free of charge during
the Museum's normal business hours. The Museum has chosen to install the artifact inside of the
Museum to preserve the integrity of the artifact and protect it from outside elements. As a permanent
exhibition in the Museum's main entrance, more than 800,000 guests, including approximately 100,000
children on school field trips, annually, will have access to this artifact. As a permanent exhibition and part
of the Museum's approved collection, the 9/11 Tribute installation will be on exhibit for no less than 10
years and will likely be in this location for the life of the facility approximately 75 years. The Museum
aspires to present, tell stories and interpret the important national impact resulting from the events on 9-
11.
The Museum estimates that approximately $222,159.00 is required to permanently install the artifact
inside of the Urban Lantern and is requesting assistance from the City to fund this installation. The
Museum had raised approximately $160,000.00 for the project but has expended those funds on costs
Logname: 20FWMSH - WORLD TRADE CENTER ARTIFACT Page 1 of 3
associated with the design, construction, and installation of a temporary anniversary tribute exhibition and
public ceremony in 2011.
This exhibition will help fulfill the public purpose of educating the general public about the historical
significance of the events that transpired on September 11, 2001 and their impact on the history and
course of our nation.
Staff has reviewed the Museum's request and recommends that the City enter into an agreement with the
Museum to ensure that sufficient controls are in place to carry out the public purpose stated above. The
basic terms of the Agreement will be as follows:
1. City agrees to fund the Museum in an amount up to $222,159.00 for cost related to the installation of
the artifact. Payment of funds shall be issued in one lump sum upon verification by the City of project
completion and all costs associated with the project. The FWMSH agrees to fully cooperate with the City
in verifying the costs associated with this project.
2. The Museum shall display the artifact for a minimum of 10 years in the "Urban Lantern" area of the
Museum or another prominent location at the Museum that is accessible to the public at no charge or
another location that is mutually acceptable.
3. If the Museum fails to display the artifact in accordance with the Agreement, then the Museum shall
repay the funds to the City on a prorated basis based on the 10-year display period.
4. The Museum shall be liable and responsible for any and all property loss, property damage, and
personal injury related to the artifact, including, but not limited to, the installation and display of the artifact
and must indemnify, release, defend and hold the City harmless from and against any and all damages
and liabilities.
5. The Museum is responsible for obtaining all necessary permits.
The Budget Office has identified the amount of $222,159.00 in the general fund for this agreement. Staff
anticipates recommending that City Council authorize reimbursement of these funds from funds that would
ordinarily be allocated to public art from the annual two percent set aside of the water and sewer fund for
cash financing of capital projects. The reimbursement action will require a one-time Amendment to
Ordinance No. 14794.
The Fort Worth Museum of Science and History is located in COUNCIL DISTRICT 7.
FISCAL INFORMATION / CERTIFICATION,:
The Financial Management Services Director certifies that upon approval of the above recommendations,
funds will be available in the current General Fund budget, as appropriated.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
11 GG01 539120 0901100 $222,159.00
CERTIFICATIONS:
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
Fernando Costa (6122)
Douglas W. Wiersig (7801)
Michael A. Gange (6569)
Logname: 20FWMSH - WORLD TRADE CENTER ARTIFACT Page 2 of 3
ATTACHMENTS
1. 1600 aendv street - Gooale Maps.pdf (Public)
2. GG01-5ZZZZZ-090ZZZZ.docx (CFW Internal)
3. Glass Circular Guardrail.pdf (Public)
Logname: 20FWMSH - WORLD TRADE CENTER ARTIFACT Page 3 of 3