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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 Dr. Regina Faden, its duly authorized President.
WHEREAS, world-class museums contribute significantly to the City of Fort Worth's community
identity and economic vitality;
WHEREAS , since 1945 , the FWMSH has served countless residents, families, and visitors through
interactive exhibits and hands-on history lessons;
WHEREAS, the Omni Theater at FWMSH has welcomed over 10 million visitors since its opening
in 1983, and served as the main revenue driver before closing in 2020 during the COVID-19 pandemic;
WHEREAS, the Omni Theater's technology is four decades old and has become inoperable,
making it difficult to sustain museum patronage or create exciting programs for the citizens of Fort Worth;
WHEREAS, the FWMSH expects that cutting-edge Digital Dome technology and a 300-seat
theater will revive the Omni Theater (the "Digital Dome Project") by creating innovative opportunities for
new programs while driving revenue to help sustain the museum;
WHEREAS, the total capital cost of the Digital Dome Project is $21,600,000.00 and FWMSH has
demonstrated that it has received funding commitments for the Digital Dome Project;
WHEREAS, the Fort Worth City Council, through M&C 23-0739 and Resolution 5650-11-2022,
authorized the grant of funds to the FWMSH in the amount of $5,000,000.00 as a one-time capital
contribution to the FWMSH for the purpose of funding a portion of the Digital Dome Project specific to
the Digital Dome Technology upgrade; and
WHEREAS, the Fort Worth City Council has found that the Digital Dome Project and the City's
financial contribution, in accordance with the adequate controls of this Agreement, support the public
purpose of providing and expanding educational opportunities, enhancing the City 's national and
international appeal as a cultural destination, and offering opportunities to bring the entire community
together to foster better understanding and relationships.
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 one-time capital contribution toward the Digital Dome Project.
2.
Funding
Funding Agreement with th e Fort Worth Museum of Science and Hi story
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX I of6
2 .01 City agrees to fund FWMSH in a one-time amount up to Five Million Dollars and No Cents
($5,000,000.00) ("Funds") for nece ssary and actual costs related to the Digital Dome Technology Upgrade
for the Digital Dome Project as last dollars in for the Digital Dome Project. The anticipated total cost
necessary for the Digital Dome Technology Upgrade portion of the Digital Dome Project is Nine Million
Two Hundred Thousand Dollars and No Cents ($9 ,200,000 .00).
2.02 FWMSH agrees that: (l) the remaining capital contributions of$16,600,000 needed to fully fund
the Digital Dome Project have already been committed by other organizations; and (2) the financial
proforma, attached hereto as Exhibit A, indicates full sustainability without the need for additional
funding. 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 any amounts that cannot be verified in accordance with this
Agreement.
2 .04 FWMSH agrees to use its own funds, or funds committed from other sources, to pay for the Digital
Dome Project first and to use the City's contribution as the final portion related only to the Digital Dome
Technology Upgrade. FWMSH must maintain sufficient financial records to demonstrate the actual ,
verifiable, costs for the Digital Dome Technology Upgrade and provide those records to the City, upon
request, so that actual costs may be verified . If the actual costs for the Digital Dome Technology Upgrade
are less than anticipated, then FWMSH will refund the City proportionately . By way of example only, if
the Digital Dome Technology Upgrade costs $8,200 ,000 .00 instead of the projected $9,200,000.00, then
after completion of the Digital Dome Project, FWMSH would owe the City a $1,000,000 .00 refund of its
$5,000,000.00 capital contribution.
3.
Liability and Indemnification
3.01 The parties acknowledge that this Agreement is strictly intended to fund a portion of the costs for
the Digital Dome Project 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 FWMSH, including, but
not limited to , the Digital Dome Project. 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
3.02 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 OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES,
CONTRACTORS, INVITEES, OR LICENSEES RELATED TO THIS AGREEMENT OR IN ANY
WAY RELATED TO THE DIGITAL DOME PROJECT. TIDS SECTION SHALL SURVIVE THE
EXPIRATION OR EARLY TERMINATION OF THIS AGREEMENT.
4.
Funding Agreement with the Fort Worth Museum of Science and History 2 of6
Force Majeure
4.01 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 ; pandemics; public health cri se s; earthquakes ; fires ; floods ; restraint s 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 explo sions ; or some other
reason beyond the party '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.
5.
Right to Audit
5.01 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 .
5.02 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 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.
5.03 This section shall survive the expiration or termination of thi s Agreement.
6.
Notices
6 .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:
Director
Transportation and Public Works
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Fundin g Agre ement with th e Fo rt Wo rth Mu seum of Sc ien ce an d Hi story
ToFWMSH:
President
Fort Worth Museum of Sci ence and Hi story
1501 Montgomery Street
Fort Worth , Texas 76107
3 of 6
With a copy to:
City Attorney
at the same address
7.
Compliance
7.01 FWMSH shall comply with all Federal, State and City statutes, ordinances and regulations
applicable under this Agreement and for the installation of the Artifact.
8.
Amendments and Waiver
8.01 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.
8.02 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 acceptance
of fees for any period after a default shall not be deemed a waiver of any right or acceptance of defective
performance .
9.
Governing Law and Venue
9.01 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.
10.
Successors and Assigns
10.01 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.
11.
No Third-Party Beneficiaries
11.01 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.
12.
Severability and Captions
12.01 [f 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.
Funding Agreement with the Fort Wort h Mu seu m of Science and Histo ry 4 of6
f'<.: -.
12 .02 Captions and headings used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
13.
Contract Construction
13.01 The parties acknowledge that each party and, if it so chooses, its counsel has 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 .
14.
Fiscal Funding Out
14.01 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.
15.
Counterparts and Electronic Signatures
15.01 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.
16.
Signature Authority
16.01 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.
17.
Entire Agreement
17.01 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.
Funding Agreement with the Fort Worth Museum of Science and History 5 of6
[Executed effective as of the date signed by the Assistant City Manager below.]/ [ACCEPTED
AND AGREED:]
CITY:
By:
Name:
Title:
Date:
~~ City Manager
1 I/ -z.-/ 2.o 2-, 3
r1
FWMSH:
~:~ .. ~
Title: President
Date:
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approved as to Form and Legality:
By: ~~~
Name : Ta~Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: 23-0739; Resolution No. 5650-11-2022
Fundin g Agreement wi th th e Fo rt Worth Museum of Science and His tory
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By:
Name: Carlo Capua
Title : Assistant to City Manager
City Secretary:
By:
Name·
Title:
.1 AL RECORD
t .Y SE CRETARY
r '.. \NO RTH, TX 6 of6
City of Fort Worth, Texas
Mayor and Council Communication
DA TE: 09/12/23
LOG NAME: 02F\i\/MSH2023
SUBJECT
M&C FILE NUMBER: M&C 23-0739
(CD 7) Authorize Contribution to the Fort Worth Museum of Science and History in the Amount of $5,000 ,000 .00 as a One-Time Cap ital
Contribution to Support the Construction of a New Omn i Digital Dome and Adopt Appropriation Ordinances
RECOMMENDATION:
It is recommended that the City Council:
1) Authorize the contribution to the Fort Worth Museum of Science and History in the amount of $5,000 ,000.00 as a one-time capital contribution to
support the construction of a new omni digital dome to expand cutting-edge technology and create innovative opportunities for new prog ramming;
2) Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the General Fund in the amount
of $5,000,000.00, from ava il able ass igned fund balance , for the purpose of funding a one-time capital contribution to support the construction of a
new omn i d igital dome ; and
3) Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the General Capital Projects Fund in an
amount of $5 ,000 ,000.00, transferred from the General Fund, for the purpose of funding the Museum of Science & History project (C ity Project No.
104696).
4) Amend the Fiscal Year 2023 Adopted Budget and Fiscal Year 2023-2027 Capital Improvement Program.
DISCUSSION :
World-class museums contribute significantly to the City of Fort Worth 's community identity and economic vitality. Since 1945, the Fort Worth
Museum of Science and History (F\i\/MSH) has served countless res idents , families , and visitors through interactive exhibits and hands-on history
lessons . The Omni Theater has welcomed over 10 million visitors si nce opening in 1983, serving as the ma in revenue driver before closing in
2020 during the COVID-19 pandemic.
However, the Omni Theater's technology is four decades old and has become i noperable, making ii difficult to sustain museum patronage or
create exciting programs. To that end , the F\i\/MSH has funding committments for the $21,600 ,000.00 needed to replace the Omni Theater w ith
Digital Dome technology . Furthermore, he F\i\/MSH has created a proforma that shows sustainability w ith no add ition al C ity funding needed .
Therefore , the purpose of this M&C is to request that the City Council authorize the contribution to the F\i\/MSH in t he amount of $5,000 ,000.00 as
a one-time capital contribution to support the construction of a new omni dig ital dome to expand cuttin g-edge technology and create in novative
opportunities for new programming .
The City's contribution of $5 ,000,000 comes after verifying the F\i\/MSH has successfully :
1) shown that the remain ing $16,6000,000 of capital contributions needed to fund the Digital Dome has already been committed by other
organizations , thus putting the F\i\/MSH "across the fundraising finish line", and
2) shown a proforma that indicates full sustainability w ithout the need for additional funding
The funding for th is contribution was assigned in the Fiscal Year 2022 fund balance to fu lfill the City's commitment to assist in the replacement of
the Omni Theater Digital Dome at the FWMSH .
FISCAL INFORMATION I CERTIFICATION:
The Director of Finance certifies that funds are currently avai la ble in the assigned fund balance within the General Fund and upon approval of the
above recommendations and adoption of the attached appropriation ordinances, funds will be available in the General Capital Project Fund for the
Museum of Science & History project . Prior to an expenditure being incurred, the City Manager Department has the responsibility of verify in g the
availabil ity offunds.
Submitted for City Manager's Office by: Fernando Costa 6122
Originating Business Unit Head : Carlo Capua 6363