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HomeMy WebLinkAboutContract 13460 I CITY SECRETARY STATE OF TEXAS § CONTRACT No.._L0 KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT § THIS CONTRACT AND AGREEMENT is made and entered into by and between the City of Fort Worth, a municipal corporation situated in Tarrant County, Texas, acting herein by and through Robert L. Herchert, its duly authorized City Manager, and the Fort Worth Museum of Science and History Corporation, a non-profit Texas corporation, acting herein by and through W. Elray Howard, its duly authorized President-Board of Trustees. W I T N E S S E T H WHEREAS, the corporate purposes of the Fort Worth Museum of Science and History Corporation are to maintain a place where historical, geological, biological and zoological collections may be housed; to increase and disseminate a knowledge and apprecia- tion of history, art and science; to preserve objects of his- toric, artistic and scientific interests; to offer popular instruction and opportunities for aesthetic enjoyment; and to. these ends to establish and maintain in the City of Fort Worth a museum; and, WHEREAS, the City of Fort Worth owns the Museum of Science and History Building, which was designed and constructed to pro- vide a place where artifacts, objects, specimens and animals relating to history, art and science may be housed, displayed and preserved and to provide for and enhance the operation therein of functions, programs and events designed to bring about better understanding and appreciation by children and adults of history, art and the natural sciences; and, WHEREAS, the Museum of Science and History Building was con- structed through the use of public funds, including funds donated for such purpose and funds derived from the sale of general obli- gation tax bonds which were approved for such purpose by a vote of the qualified electorate of the City of Fort Worth; and, OFFICIAL RECORO CITY SECRETARY FT. WORTH, TEX. WHEREAS, the Fort Worth Museum of Science and History Corporation has been and is using the Museum of Science and History Building to carry out its corporate purposes in keeping with the purposes for which the facility was constructed and for the benefit of the citizens of the City of Fort Worth; and, WHEREAS, it is in the best interests of both the City of Fort Worth and the Fort Worth Museum of Science and History Corporation to establish terms and conditions regarding the management and maintenance of the Museum of Science and History Building; NOW, THEREFORE, For and in consideration of the performance of the mutual agreements and promises herein contained, the parties hereto do mutually agree and covenant as follows: 1. The City of Fort Worth and the Fort Worth Museum of Science and History Corporation hereby covenant and agree as hereinafter set forth regarding the operation, use and maintenance of the following described property owned by the City of Fort Worth, lying and being situated in the city of Fort Worth, County of Tarrant, State of Texas, and being more particularly described as follows: The tract of land and grounds set aside for the use of the Fort Worth Museum of Science and History Corporation is a portion of Tract 1 of the J. P. Montgomery Survey in Tarrant County, Texas, title to which is in the City of Fort Worth by deed recorded in Volume 128I, at page 499 of the Deed Records of Tarrant County, Texas, and is more particularly described as follows: COMMENCING at an iron pin on the northeast corner of Crestline Road and Montgomery Street, said pin bears East 20.0 feet and North 3.2 feet from the original Southwest corner of the tract described in Volume 1281, Page 499, of the Deed Records of Tarrant County, Texas; THENCE: North, parallel with and 10.0 feet East of the face of the present east curb of Montgomery Street, for a distance of 450-00 feet (passing at 355.1 feet an iron pin) to a point for corner; THENCE: South 890 27' 18" East for a distance of 398.07 feet to a point for corner; THENCE: South 0* 17' West parallel with and 10.0 feet west of the face of the proposed west curb of Gendy Street for a distance of 450.02 feet to a point for corner; -2- I THENCE: North 89° 27' West parallel with and 12.0 feet North of the face of the present north curb of Crestline Road for a distance of 395.84 feet to the PLACE OF BEGINNING, and containing 178,654 square feet of land, more or less. as shown on plat attached hereto, marked Exhibit "A", and incor- porated herein for all purposes incident to this contract and agreement. 2. The term of this contract shall be for a period of five (5) years, commencing October 1, 1981, and ending September 30, 1986. 3. Whenever used in this contract, the following words or phrases shall have the meanings ascribed to them as set forth in this paragraph, to wit: "Corporation" shall mean the Fort Worth Museum of Science and History Corporation, a non-profit Texas corporation. "City" shall mean the City of Fort Worth, Texas, a municipal corporation. "City Council" shall mean the City Council of the City of Fort Worth, Texas. "City Manager" shall mean the City Manager of the City of Fort Worth, Texas. "Museum Building" shall mean the Museum of Science and History Building as located on the property described in Paragraph 1, hereof. "Museum Collections" shall mean those valuable objects and specimens owned and collected by the Fort Worth Museum of Science and History Corporation in the per- formance of its functions prescribed by its Charter and By-Laws. "Museum Grounds" shall mean the land and grounds de- scribed in Paragraph 1 hereof set aside for the use of the Corporation, but excluding the "Museum Building." 4. City hereby grants permission to the Corporation to use the Museum Building to maintain and operate for the benefit of the general public a museum, housing historical, geological, biologi- cal and zoological collections; a theatre; and a planetarium; and to conduct instructional classes for all age groups, thereby increasing and disseminating knowledge and appreciation of his- -3- II tory, art and science. The permission hereby granted shall ii include the privilege of conducting all related functions nor- . mally associated with the purposes set out herein. Failure by the Corporation to use the Museum for the purposes set out herein shall give City the right to terminate this contract and agree- ment. 5. The Corporation covenants and agrees as an independent con- tractor and tenant, and not as an agent, partner or joint venture with the City, to preserve and maintain the said Museum Building in good condition and to repair any damage thereto. The Corpora- tion shall maintain said Museum Building in such a manner as to provide for the safety of all persons entering upon and using the Museum Building, including all members of the general public and invitees, patrons-, contractors, students, and employees of the Corporation as well as of the City. The Corporation covenants and agrees to establish, maintain and operate in the Museum Building a museum, including all related functions; to furnish the collec- tions, specimens and animals to be housed or displayed therein; to furnish all art work and personnel reasonably necessary for such purposes; to furnish and pay for all utility service, in- cluding water and sewer; to pay for the repair and maintenance of the lighting, heating and air conditioning up to a cost to Corpo- ration of $2,000 in any calendar year,$1,000 per occurrence, .unless such repair or maintenance is made necessary because of the acts or omissions of Corporation, its officers, agents, em- ployees, licensees or invitees, in which event, Corporation shall pay the entire cost of such maintenance and repair; and to in- stall, at its own expense, separate utility meters. The Corporation covenants and agrees to keep and maintain the Museum Building, to perform all major maintenance of mechanical equip- ment in the Museum Building, and to maintain and keep in a good state of repair the foundation, exterior walls and roof of the Museum Building. In the event any individual repair exceeds -4- $1,000 the Museum may apply to the City for reimbursement of said excess, unless the same is subject to reimbursement by any appli- cable insurance proceeds. 6. The City covenants and agrees to keep and maintain, the Museum Grounds, including the lawn, shrubbery, sidewalks and parking lots on the Museum Grounds as well as that portion of the adjacent common area used in common with the Fort Worth Art Museum which is not maintained by said Fort Worth Art Museum. The City otherwise grants permission to the Corporation to use the Museum Grounds for parking and entry purposes and for such other purposes as the City Manager may from time to time authorize or consent to. 7. The Corporation may annually submit to the City Council (through the City Manager) a request for funds to assist the Corporation in the operation of the Museum Building and for the providing of functions, programs and events therein by or under the authorization and supervision of the Corporation in accor- dance with the spirit and terms of this contract; provided, how- ever, that nothing in this paragraph shall be construed as impos- ing any obligation on the City Council to provide such funds. If the Corporation submits a request for funds but the City Council does not provide funds in an amount at least equal to the minimum amount requested by the Corporation, then the Corporation shall have the right, upon ninety (90) days' written notice to the City, to cancel this Agreement. S. The Corporation agrees to provide at least one employee whose qualifications and performance are satisfactory to operate the heating and/or air conditioning system whenever it shall hold or authorize the holding of any functions, programs or events within the Museum Building. -5- i 9. Any furnishings and special equipment in the Museum Build- ing, including but not limited to display lighting, used in the conduct of functions, programs and events in the Museum Building, shall, at the discretion of the Corporation, be provided by the Corporation or by other sources as approved by the Corporation, and same shall be maintained by or under the authorization and direction of the Corporation. The Corporation shall have the right to remove from the Museum Building its museum collections, or to authorize and direct the removal of, all personal property not belonging to or under the custody, care and control of the City unless such other personal property is attached to the Museum Building in such manner that the removal of same would damage the building, in which latter event said attached personal property shall be come the property of the City and shall not be removed from the Museum Building by or under the authorization and direction of the Corporation. 10. The Corporation shall neither make nor authorize the making of any structural alteration to the Museum Building, nor con- struct or authorize the construction of further buildings or structures on City property without first obtaining the consent of the City Council. It is understood, however, that minor alter- ations and adjustments for which a City building permit is not required may be made to the Museum Building by the Corporation without the prior approval of the City Council. Such minor alter- ations and adjustments shall be of the nature of, but not neces- sarily limited to, realigning or otherwise changing bookshelves, display cases, and non-loadbearing partitions and/or room divid- ers. 11. The Corporation agrees to operate the Museum Building for the Benefit of the general public and agrees that the general functions, programs and events held, conducted and/or presented -6- therein by or under the authorization of the corporation shall be open and available for the attendance of and/or participation in by the public. 12. The Corporation shall have the right to authorize individu- als, groups of individuals or organizations to use portions of the Museum Building for a purpose or purposes for which the Corp- oration is herein authorized to use the building, including the use of portions of the Museum Building for office and administra- tive purposes. All of said use by said individuals, groups of individuals or organizations shall be subject to and in accord- ance with this contract. 13. The Corporation hereby binds and obligates itself to comply with all local, state and federal rules, ordinances, laws, regu- lations and Charter provisions of the city of Fort Worth in the management of the Museum Building and in all functions, programs and events held, conducted or presented in said building. In addition, the Corporation shall not permit any person, group or organization using the Museum Building to violate any local, state and federal rules, ordinances, laws and regulations or the provisions of the Charter of the City of Fort Worth in using the Museum Building and in holding, conducting or presenting func- tions, programs and events therein, and any person, group or organization violating same shall be removed from the Museum Building. 14. Corporation covenants and agrees that it shall not permit the use of loud, abusive, foul or obscene language on the leased premises, nor shall corporation permit any unlawful, obscene or immoral acts or conduct by any person or persons on said pre- mises, and that the use of such language or the occurrence of such acts or conduct shall result in the removal from said premises of any person or persons using or performing same by Corporation, its officers, agents or employees. -7- 15. Corporation, in the execution, performance or attempted per- formance of this contract and agreement, will not discriminate against any person or persons because of sex, race, religion, color or national origin, nor will Corporation permit its offi- cers, members, agents, employees or subcontractors to engage in such discrimination. This agreement is made and entered into with reference specifically to Chapter 13A, Article III ("Discrimination in Employment Practices"), of the City Code of the City of Fort Worth, and Corporation hereby covenants and agrees that Corpora- tion, its officers, members, agents, employees and subcontrac- tors, have complied with the provisions of same and that, to the knowledge and belief of the Corporation, no employee, employee- applicant or program participant has been discriminated against by the terms of such ordinance by either Corporation, its offi- cers, members, agents, employees or subcontractors. 16. It is specifically understood and agreed that no employee of the City will be utilized in performing any of the duties or obligations of the Corporation hereunder and that the Corporation shall not purport or attempt to exercise any jurisdiction or authority over such City employees as may be engaged in perform- ing the general maintenance obligations of the City as set forth above. It is specifically intended hereby that no City employee shall be used in operating the museum, theatre, planetarium, or instructional classes, or in performing janitorial, cleaning or maintenance services in the building. 17. It is specifically covenanted and agreed that the Corporation enters this contract and will perform all of its obligations and exercise all of its rights herein as an indepen- dent contractor and not as an officer, agent, servant or employee of the City; that Corporation shall have exclusive control of and -8- the exclusive right to control the details of its operations on and use of the Museum Building and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors; that the doctrine of respondeat superior shall not apply as between City and Corporation, its officers, agents, servants, employees, contractors and subcon- tractors; and that nothing herein shall be construed as creating a partnership or joint enterprise between the City and the Corporation. 18. The relationship existing between the parties shall be deem- ed to be that of landlord and tenant, and the Corporation, as tenant, further recites, covenants and agrees that it has in- spected and that it accepts the demised premises, including the Museum Building, in their present condition and admits that same are suitable for its purposes. Nothing in this Section shall be construed to preclude any necessary repair, pursuant to the terms of Section 5, above. 19. City shall in no way, nor under any circumstances be respon- sible for any property belonging to Corporation, its officers, agents employees, contractors, subcontractors, licensees, invit- ees, patrons or guests which may be stolen, lost, destroyed or in any way damaged, and Corporation hereby indemnifies and holds harmless City, its officers, agents, servants and employees from and against any and all such claims or suits. 20. Corporation covenants and agrees to, and does hereby indem- nify, hold harmless and defend City, its officers, agents, servants and employees from and against any and all claims or suits for property damage or loss and/or personal injury, includ- ing death, to any and all persons, of whatsoever kind or charac- -9- I� I ter, whether real or asserted, arising out of or in connection i with the activities of Corporation under this contract and agree- ment and/or its operations on and use of the said premises during the term of this agreement; and Corporation hereby covenants and agrees to assume all liability and responsibility of City, its officers, agents, servants and employees for any and all such claims or suits. Corporation will likewise indemnify and hold harmless City for any and all loss, damage or destruction of City property, not caused by City, arising out of or in connection with this contract or the operations on and use of the said prem- ises during the term of this agreement, whether caused by the acts and omissions of Corporation, its officers, agents, em- ployees, contractors, subcontractors, licensees, invitees, patrons or guests. The Corporation shall also indemnify the City against any and all liens of artisans, mechanics and/or material- men or any other type of lien attempted to be imposed upon the Museum Building or grounds as a result of Corporation's conduct or inactivity. 21. During the full term of this contract the City shall, at its sole cost and expense, cause the Museum Building, including the Omni Theatre dome, fixed seating, and sound equipment to be kept insured to the full insurable value thereof against fire, explo- sion and like perils. Likewise, during the full term of this contract the Corporation shall, at its sole cost and expense, cause the contents of the Museum Building, including the Omni Theatre main projector to be kept insured to the full insurable value thereof against fire, explosion and like perils. Such insurance to be maintained by the Corporation shall be placed with a company authorized to do business in the State of Texas and acceptable to the City. The Corporation shall provide the City with satisfactory evidence that such insurance has been procured and is being maintained. Such insurance shall provide that the City shall be notified in writing by the insurance com- pany at least thirty (30) days before any change or cancellation -10- i ment of all sums of money due to City arising out of this con- tract. 31. The Corporation covenants and agrees that1 upon the termina- tion of this contract and agreement for any reason, including the expiration of the term hereof, (a) the Corporation, its officers, agents, servants and employees, shall within ninety (90) days quit and vacate the premises of the Museum Building; (b) the Corporation shall cause those individuals, groups of individuals or organizations who may be using the Museum Building under the authorization of the Corporation to quit and vacate the premises of the Museum Building; and (c) the Corporation shall remove or cause to be removed from the Museum Building all personal proper- ty not belonging to the City, excepting such personal property as may have become a part of the Museum Building in accordance with Paragraph 9 hereof. If any of such property has not been removed within the time provided, at the sole election of City title to all property remaining in the Museum Building shall best in City or City shall cause same to be removed and stored at the expense of Corporation, which expense Corporation agrees to pay. 32. Venue of any action hereunder shall lie exclusively in Tarrant County, Texas. 33. This document constitutes the entire agreement between the parties, and no prior or contemporaneous written or oral agree- ment exists to modify the provisions hereof. // EXECUTED in duplicate originals at Fort Worth, Texas, this l '' 1day of A.D. 19 . ATTEST: CITY OF FORT WORTH By: City Secretary Robert L. Herchert City Manager A=OVED S TO FORM LEGALITY: � (� �, ��� 9PPRpVICD BY CITY COUNCIL �/�,� ,\ C Y/,9,2, City Attorney City Secretary, 1-443 Date -14- i 28. The City shall be authorized to make periodic inspections and recommendations to Corporation for further or additional maintenance or repairs required to be made by Corporation hereun- der. Corporation agrees to make such repairs as recommended at no cost to City; provided, however, that it the Corporation in good faith desires to protest any of such recommendations, it shall make such protest in writing to the City Manager within five (5) business days after being notified of such recommendation, in which event the City Manager shall consider such protest at a meeting with representatives of the Corporation at a time and place to be set by the City Manager, and the decision of the City Manager with regard to such protest shall be final unless re- versed or modified by the City Council. All inspections will be done upon reasonable notice to Corporation and during regular operating hours. 29. Any notices required or appropriate hereunder on behalf of City shall be conclusively deemed to be delivered and received if delivered or mailed to the person in charge of the offices of the Corporation in the Museum Building; any such notices by Corpora- tion shall be conclusively deemed to have been delivered and received if delivered or mailed to the City Manager, City Hall, Fort Worth, Texas. 30. In the event of the termination of the corporate existence of the Corporation, the filing of a voluntary petition in bank- ruptcy by the Corporation, the Corporation being adjudicated as bankrupt or the making of an assignment for the benefit of credi- tors by the Corporation, this contract shall automatically and immediately terminate, and Corporation hereby pledges and grants to City a prior contractual preference lien upon all of the assets of the Corporation in the Museum Building to secure the performance of all of the duties of the Corporation and the pay- -13- I 25. The Corporation agrees to keep and maintain adequate books and records showing its receipts and disbursements. In addition, the Corporation agrees to have an audit and report of such books and records made each year by a qualified auditor who is indepen- dent of the Corporation and to furnish the City Council a copy of the report of such audit each year, certified as to truth and accuracy by the auditor making same. Such audit reports shall include, but not be limited to, a complete statement of receipts and disbursements for the preceding year. The Museum Building, Museum Grounds and the books and re- cords shall be open to inspection or audit by City at all reason- able times. 26. The Corporation may make or authorize the making of reason- able admission, attendance or tuition charges for attendance at and/or participation in programs, events and functions conducted by or under the authorization of the Corporation in the Museum Building, and the Corporation may make reasonable charges to individuals, groups of individuals or organizations for their use of the Museum building. The Corporation may further make or authorize the making of reasonable charges for food and/or drink sold in or on the demised premises in connection with activities herein set forth; however, a schedule of all such charges shall be subject to review and approval by the City Council, at the discretion of City Council. Such funds as may be realized by the Corporation from charges made in accordance with this paragraph shall be used by the Corporation only for the benefit of the general public and the operation and management of the Museum Building. 27. The Corporation shall not delegate nor assign any of its duties or rights under this contract without the prior written consent of the City, and any such attempted assignment or delega- tion without the prior written consent of the City shall be void. -12- of such policies of insurance shall become effective. The City shall likewise provide proofs to Corporation of the insurance coverage it is required to provide. 22. Corporation covenants and agrees to furnish to City a certi- ficate of insurance showing that it has secured and paid for a policy of public liability insurance covering all public risks incident to or in connection with the Corporation's use and occu- pancy of the described premises. The amounts of such insurance shall not be less than the maximum liability which can be imposed on the City of Fort Worth under the laws of the State of Texas. At present, such amounts shall be: Property damage $100,000 Personal injury or death, per person $100,000 Personal injury or death, per occurrence $300,000 with the understanding and agreement by Corporation that such insurance amounts shall be revised upward at City's option and that Corporation shall so revise such amounts within thirty (30) days following notice to Corporation of such requirements. 23. If Corporation as a charitable association, corporation, entity or individual enterprise, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damage or injury, including death, to property or persons, Corp- oration hereby expressly waives its rights to plead defensively such immunity or exemption as against City. 24. The Corporation covenants and agrees that during the life of this contract it shall procure and maintain in effect individual fidelity bonds to indemnify the City against any loss resulting from misfeasance or nonfeasance of each officer, member and/or employee of the Corporation who receives, handles and/or dis- burses money in any form and in any manner for or on behalf of the Corporation, such bonds being subject to the approval of the City as to terms, conditions and amounts of coverage. -11- FORT WORTH MUSEUM OF SCIENCE AND HISTORY CORPORATION By: W. Elray HoVara President Board of Trustees 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 Robert L. Herchert, 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) TJNDER MY HAND AND SEAL OF OFFICE, this day of ,EL3 ,) A.D. , 19 A btfky Public in and for he e State of Texas SYLVYA GLOW-.3q, 11olar• Pa7.il110 14y, Commission Expires juno 222, 1905 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for Tarrant County, Texas, on this day personally appeared W. Elray Howard, known to me to be the person whose name is sub- scribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, as the act and deed of Fort Worth Museum of Science and History Corporation, and in the capacity therein stated as its duly authorized officer or representative. / GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of A.D. , 19 J'3 DUktary Public in and_f the State of Texas -15- 7`xhib it rr i PROPOSED NEW DRIVEWAY S 8 °218" E E 398.07' i CD o ♦� cl — N O ® o O uj O Ln V7 FORT' WORTH MUSEUM 2'o" OF SCIENCE & HISTORY I _ AREA 178,654 SQ.FT N 89°27 ' W POINT OF CREST-LINE ROAD BEGINNING EXHIBIT °A , CARTER&BURGESS,INC. NORTH SCALE: 1 6,Q Aw ENGINEERS • PLANNERS 1100 MACON STREET/P.O.BOX 29731 PORT WORTH,TEXAS 78113 City of Fort Worth, Texas Mayor and Cou* nell Communication DATE REFERENCE rB;EcT* PAGE NUMBER Renewal of Lease for Fort Worth 12/6/83- **C-8102 Museum of Science and History I of Background The Fort Worth Museum of Science and History, which operates in part with City financial assistance, occupies a building and grounds leased from the City under City Secretary Contract No. 9094, which has expired. It is proposed that the lease, as previously amended to provide for the inclusion of the new OMNI Theatre, be renewed for five years beginning October 1, 1981, and ending September 30, 1986. A slightly larger area will be covered by the new lease due to the addition of a new drive on the north side of the museum. 'Proposed Lease In return for the use of the building, the Fort Worth Museum of Science and History Corporation, a nonprofit organization, agrees to maintain' and operate the museum for the benefit of citizens of Fort Worth. The Corporation is responsible for utilities, maintenance and other operating costs and for repair and maintenance of lighting, heating and air conditioning up to a cost to the Corporation of $2,000 in any calendar year, $1,000 per occurrence. The City insures the building while the Corporation insures the museum contents and collections and certain fixtures, such as the OMNI projection equipment in the new OMNI Theatre. The museum is responsible for maintaining public liability insurance for the entire premises. Recommendation It is recommended that the City Council authorize the City Manager to execute a lease agreement with the Fort Worth Museum of Science and History Corporation, as outlined above. RAM:la SUBMITTED FOR THE DISPOSITION BY COUNCIL: CITY MANAGER'S OFFICE BY: RA D APPROVED PROCESSED BY ORIGINATING E: OTHER (DESCRIBE) DEPARTMENT HEAD: Wade Adkins CITY SECRETARt FOR ADDITIONAL INFORMATION CONTACT: Bob Briggs Ext. 7614 DATE