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Home My WebLink AboutContract 28193i � FUNDII�TG AGREEMENT SETVVEEN �.,;��.Y �� CTTY OF FORT WORTH i�.,��i"��°T i� ..---=-- ------=--=�" AND MUSELIM OF SC�ENCE AND.HCSTORY This FUNDTNG AGREEMENT ("Agreem�ni") is made and entered into by and between the G"�TY OF FORT WORTH (the "Cit}�'), a hame rule municxpal carparation situated in Tarrant and Denton Counties, Te�as, whose business address is 1pOp Throckmorton, Fort Worth, Texas 76102, acting by and throu�h Charles Boswell, its duly auihorized Assistant City Manager, and the MUSEUM OF SCIENCE AND HISTORY (the "Museum"), a Texas not-for-profit corporation, acting by and thraugh Donald Otto, its duZy authorized E�ecutive Director. �n consideration of the mutual covenants, promisea and abligations contain�d her�in, the parties agr�� as follovvs: � 1. FUNDING AND SCOPE OF SERVICES. Pursuant to V.T.C.A., Tax Code Chapt�r 351 and the Gode of the City of Fort Worth {"City Code") § 32-1'1, the City agrees to pay Museum during the term ofthis Agreement twelve monthly installments, which will not exceed ihe total of Four Hundred Seventy-Eight Thousand Eight Hundred Dollars ($478,800) from revenue generated by the CiEy's hoi�l flccupancy ta.x. . In return, Museum wzll pramote artistic a.nd cultural activities to help the City promote iourism and the convention and hot�1 indusiries. Specif�ca.11y, Museum will maintain, hou�e and exhihit geological, biological and zoological collections; fostex a l�nowledge a,nd appreciation of history, art and sci�nce; preserve objects of historic, artisiic and scientific interest; and offer add.itional instructional guidance and other educational and aesthetic apporiunities for iouz7ists, visifiors and convention delegates in Fort Worth. Museurn a�'ees that expenditures of any fitnds received hereunder shall be for purposes that fu11y comply in with V.T.C.A., Tax Cocie § 351.101. In �erformance vf such services, Muse�rn cammits to meef sexvice per�ormance criieria �s set out in Exl�ibit A a�tached hereto and xncorpnrated berein for all purposes incident to this contract , ., ��,,�; �;; ,.... .^��. rra"�.. � , i;� �c . � �. TERM OF_AGREEMENT AND TERNiINATION. (a) This agreement shall commence on October 1, 2002, and end on September 30, 2003. The City may terminate this agreement for causa by giving Museum wri�ten notice not less than one-hundred eighty {180) days �rior to the effective date af such tezmi�a�ion. {b} If the City axercises its righ� to ternvnate this agreement prior to its e�piraiion, Museuan's obligations to the City under this agreement shall contiriue until ihe c�ate such terniination actually takes e��ect. On the date of tem�ination, Muse�um shall reimburse to the City all £unds it has received, but not otherwise committEd or encumbered by Contract, under this Agr�ement. (c ) In the event that no funds or insuf�icient fixxxds are appropriated by City in any fiscal period �or any pa�rn�nts due hereunder, City vcrill notify Mus�urn of such occurrence and thi s Contract shall terminate on the last day af the fiscal period for which appropriations were received withaut penaliy or �xpens� to City of any kind what�aever, except as to the portions of the payinents herEin agreed upon for which funds shall have been appropriated. 3. PERFORMANCE. (a) � accordance wi.th V.T.C.A., Ta�c Code § 351.101 {�, Museum agees that xhe �'unds received hereunder may be used for day-to-day operations, supplies, salari�s, office rental, trav�l exp��.s�s, and other administrative costs only if �hose administrative expenses are incurred directly in the proinotion and servicing expenditures authorized under Ta� Code § 351.101(a). (b) Museum fiuther agrees that it will maintain a11 funds received hereunder in a separate accoun�. Museum shall noi commingle such funds with any other funds or maintain such funds in any other accaunts. 7n addition, Museum's expenditure of such funds shall strictly be in accordance with iis Budget, attached as E�ibit A and incorporated herein by reference for all �urposes. Museum u.nderstands and agrees that upon the acceptance of funds hereunder, a fiduciary duiy is created with :raspect to the expenditure of such fiinds, {c) Museum shall submit quarterly financial re�orts io the City that reflect all receipts and disbursements af funds received pursuant ta this agreement. In additinn, rviihin thirty (30) days following the end of ihe City's fiscal year, Museum shall submit to the City an annual financial �eport that reflects aIl receipts and disbursements of such fund� received du�in.g the tezxz�. . of this Agreement and that sets forth all other matez7ial i�foxmation pertaining to the fznancial actxvities and financial condition of the Museum. (d) Museum shall submit quarterly service performance reports to the Cit�� that reflect sei-vices and activities undertaken by Musaum in performance af this contraci. Each repor� wilI be sig�ned by a duly ar��ho�-i�ed �.gent of Museum and subrni�ted quarterly: � ariditionr within thirt� (3U} days following the end of t�e City's fiscal year, Museum shall si�bmit ta the City an annual service perfnrmance report that reflect �11 se�-v�ices and activities uudertaken by Museum in performance of this ean�ract. -, --- . �� ,�� n�� Z � .' � {e) At any time during the term a£ this agreement, the Ciiy sk�all ba�ve the right to aufhorize an audit of Museum's recards as ihey pertain to its receipt and expendiiure of funds hereunder. Such audits shall be prepared at the Ciiy's expense. However, if a�y snch audit reveals mat�rial cliscrepancies in fihe 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 abligations and Museum's rights under �hi� Agreement shall be s�zbozdinate to and limited by the tez'ms and condit�ons of all subse�uent City ordinances vvhich authorize the issuance o� bo�ds whose paymeni zs pledged upon the City's ho�el occupancy tax. � Museum agrees and understands that rights o� the holders of any such revenue bonds sha.11 be suparior in all resp�cts to the rights of Museum. However, the Ciiy, ta the extent practicable, shall give Museum as zz�uch pr�or notice as reasonably possible of the City's intent ta issue such bonds. �. INDEPENDENT CONTRACTOR It is expressly understood and agreec� that Museum shall operate as an indepenc�ent co�tractor as to all services and olaligations per%rmed hereund�r, anc�. noi as an agent, representa�ive or emplayee of the City. Museum shall have -the exclusi�ve righ� to c�ontrol the details o�' ifs operations and activities and shall be sfllely responsible for the acts and omissions of xts baards, o�fiicers, age�ts, servants, employees, contractors, subcontractors and members. The Museurn acknowledges that the dacirine of res�ondeat superior shalt nat apply as between the City and Museum its baards, a�ficexs; agents, servants, employees, contractors, subcont�ractors and mernbers. Museum further agrees that nothing herein shall be canstrued as the creation of a partnership or joint enterprise between the City and Museum. 6. INDE�FICATTON. MUSEUM HEREBY ASSUMES ALL L�ABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL IN'JURY OF' ANY HI1�D, INCLUDING DEATH, TO ANY AND ALL PER.SONS, �F ANY KiND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING UUT OF OR IN COl�liECTION WITH TFIE RECEIPT OR EXPENDYTURE OF CITY FUNDS OR THE PROVISION OF ANY 5ERVICES HEREUNDER. MUSEUM COVENANTS AND AGREES TO, .E1,ND DOES HEREBY, INDEI�NIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGEliTTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE DR LO�S ANDIaR PERSONAL IN,TURY OF ANY HIND, I1�TCLUDING DEATH, T� ANY AND ALL PERSONS, OF A1�1Y I�ND OR CHARACTER, WHETHER REAL QR ASSERTED, AR�SIl�`G OUT OF OR IN CONNEC'T�ON WITH THE RECEIP'�' �� EXP�.�?T'?`�.�.E OF CIT� FUNDS OR THE PROVISION OF ANY SERV�CE5 HE�;�J.1��iER.� � - i - - I 3 '�+ � '�. ASSTGNMENT. Museum shall not assign, sell, caz�vey or transfer zts inferest under this agreemenf. .Any such atternpted assigllment of sarne shall be null and void, S. GOVERNMENTAL POWERS. It is understaod ar�d agreed that by execut�on of this eonfxact, the City does not waive ar surrender any of its governmcntal powers, 9. NO WAIVER. The failure of the City ta insist upo� ihe perforrnance of any term or pravisian of tl�zs agreemenf ax ta e�ercise any right granted herein shall not constitute a waiver of �he City's rigbt to insist upon appropriate perforn�arice or �o assert any such right on an� future occasion. 10. VEI�TUE. Should any action, whether real or asserted, at law or in equity, as7ise out of Yhe terms af this cantract, venue for said action shall be in Tarrant County, T�xas. 11. SEVERABIIITTY. If any prvvision af this agreement shall he held to be invali�, illegal or unenfarceable, ihe validity, legality and enforceability of the ramaining provision shall not in any way be affected or impaired. 12. ENTIRETY OF AGREEli�iENT. Tkzis wnitten instr�ainent, inciuding any documents incorporated herein by reference, cantains #he enki�re understanding and agreement between the City and Museurn as �o the mattars herein contained, Any prior ax contemporaneous oral or written agreement is hereby dec�ared null and void to th� ext�nt in conflict with fhis Ag�reement. Thzs Agreement shall not be axnended unless agreed to in writing by both parties and appz-oved by the City Courzcil of the Cit3r. �N WITNESS WHEREOF, fi11e parties hereta have e�ecuted �us agreement in multi�les ta becom� �ffective for the stated �erm upon the filing wiih and assignment of a contract number by the City Sec�etary's O�fice a£ the City of Fort Worth,, Texas, this day af - . �_,A.D. zoa2. CITY OF FORT WORTH By: _ � . � Charles Boswell Assistant City Manager OF SCIENCE AND Executive Director ATTES : By: �l, C�ity Secrety APPROVED A5 TO FORM .AND LEGALITY: ; �r r �� . ASS15$�ri G`ltj7 AttO�ROy I �_ "� l� 1 � I , M��: �,� l t . � �, �� , , . . -, ,�� Yr � 5 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Natary Public in and for the State of Texas, an this day personally appear�d Don Otta, known �o me to be the person whose nam� is subscribed ta t�e foregoin.g instrument, and acknowledged to me that the same was the act of the Museum of Science and History, and ihat he �xecuted the same as the act of the MuseuYn of Science and History, £or the puzposes and consideration thez'ein expressed and in the capacity iherein stated. GNEN UNT}ER MY HAN:n AND SEAL OF OFFICE this_�2day of NO tI ��.�f] P� , 2002. -�, "V��C�� "�L .. ��c�n. I�a�v�. � � �,�Yp��, MARY L. MAHAWAY �� Notary Pub13� in and for the State �Tea�as ,� �8 NOYARY PU��I� �.� STAY� �� '�xA3 � J�' oF ��6 MY Comm. Exp. 07-20•2008 ` .,n^ ��e• �� n.7 � STATE OF TEXA� § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and fa� the State of Texas, on tlus day personally appeared CharXes Bos�vell, l�own to me to be the person whose name is subscribed to the foregoing instrament, and acl�owledged to �ne that the same �ras the act of the City of Fart Worth and that he execuied the same as tihe act of said City of Fart Worth for t�e purposes and cox�sideration therein expressed �nd in fhe capacity therein stated. GTVEN LJNDER MY HAND AND SEAL OF 4FFICE this�%�day of J�� 2002. ��Y;�� as��a �A�ruFs ��°' �� NOTARY PllBLIC ��, �,., �� State of Texas �',�aF,,,��,.� Comm. Exp. Q3-3i-2005 -..... ,-,-,��. �, ��.e� .��.-- Noiary Public in and for the ,State of Te�as �`ity o, f .Fort �orth, T'exas ��/Or �I��i CoU�Gi�� C0�1�U[�[��[�� DATE R�F'�RENCE NUMBER LOG NAME PAGE � 0129102 **�-� 93� � 02MUSEUM SUBJECT CONTRACT WITH THE MU EUM OF SCIENCE AND HISTORY RECOMMENDATION: 1 of 'I It is recvmmended that the Cit�+ C�unc�l authorize th� City Manager to execute a contract with the Museum of Sci�nce and History for $478,800 to begin October 1, 2002, and expire September 30, 2003, DESCUSSION: F�ands for t1�is program are appropriated to the ag�ncy by the City from a portion of the HotellMatel Occupancy Tax reeeipts. � Th� Fort Worth Museum �f Science and History is a facility w�ere geological, 6iologi�al, and zoologica[ collections are t�oused. Tl�e museum is active in increasing knowledge by offering instruction and op�ortunitE�s for aesthetic enjoyment. Its �reservation of objects of h�storic, ar�istic and sci�ntific interest fosters an appreciation of history, art, and science within Fort Worth and surrounding areas. FISCAL INFORMAT[ONICERTIFICATIQN: The �inance Direetar certifies that funds are a�ailable ir� the current operating budget, as apprapriated, ofi the Culture and Tourism Fund. CB:k 5ubmitted for City Manager's Dftice hy: Charles Boswell Orlginating Department Head: Charrles Sosweli Additional Informa#ion Contact: Charles Boswall I FUND I ACCOUNT I {ta). G183 � G183 I (fram) IGG04 539120 � 6183 I CENTER 4243010 I AMOUNT $478,8QQ00 CITY SECRETARY APPROVED 10/29/02