HomeMy WebLinkAboutContract 28222�
FUNDING AGREEIVIENT
BETWEEN
CITY OF FORT WORTH �IiY �������� -, �
� G�N�R�C� � , �
v�v cLiBu�uv FouNnATio�, rNc. —�
Tk�is FL]NDING AGREEMENT ("Agreement") is made and entered inta by and
between the CITY OF FORT WQRTH (the "Cit�'), a ho�ne ntle mnnicipal corporation
situated in Tarrant and Denton Cauniies, Texas, whase business address is 1000 Throckmorton,
Fort Worth, Texas 76102, acting by and through Charles Boswell, its duly au�horized Assistant
City Manager, and ih� VAN CLIBURN FOUNDATION, INC. (the "Foundation"), a Texas nat-
for-profit corporation, acting by and thrvugh Richard Rodzinski, its dul}� authorized Executive
Director.
In considerafion of the rnutual covenants, promises and obligatians coz�tained herein, the
parties agree as fol�ows:
1. TLTNllING AND SCOPE OF SERVICES.
Pursuant to V.T.C.A.; Tax Cade Chapier 351 and the Code of the City of Fort Warth
{"City Code") § 32-17, the City agrees �o pay Foundation during the term of this Agreement o�e
installment of Sixty-iwo Thousand Five Hundred Dollars {$62,SQ0) from revenu� gen�rated by
the City's hotel occupancy iax.
In return, Foundation wi11 promote artistic and cultural activit�es to help the City pramo�e
tourism and the convention and hotel indusiries. Specifically, Foundation will bring internatianal
at�ention to the City of Fort Worth through its international piano cornpetitions and offer
additianal instructional guidance and other educational and aesthetic opportunities for taurists,
visitors and convention delegates in Fort Worth. Foundation agrees �hat expenditures of any
funds received hereunder sha11 be far purposes that ft�.11y camply with V.T.C,A., Tax Code §
351.101. In performance of such ser��ces, Fo�udati�n c�m�niis to meet �ervice
performance criteria as set out i� E�a€ibi# A attacned hereto and incnrpoj•ated herein for all
purposes incide�nt t4 this contract.
2. TERM OF AGREEMENT AND TERMINATION.
{a) This a�reexnent shall commence on October 1, 2(}02, and end on Sept�mber 30,
2Q03. The City may t�rminata this agreement %r cause by giving Fou�adation written notice not
less than thirty {3Q) days prior to the effective daie of such termination.
(b} If the City e�ercises its righ�t to terminaie this agreement prior to its c;xpiration,
Foundation's obligations to the City under this agreement shall continue untii the date such
termination actually takes effect. On the date of termination, Foundation sha1l reimbwrse to tk�e
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City alI funds it has received, but not otherwise cQmmitted or encumbered by Contract, under this
Agreement.
(c ) In the evc:nt that no funds or insufficient funds are appropriated by City in any
fisca� period for any payments due hereunder, City wi11 notify Foundation of �uch occurrence and
this Contract shall terminate on the lasi day of the fiscal period for which appropriations were
received without penaliy or expense to City of any kind whatsflever, except as to the partions of
the payments herein agreed upon for vwhich funds shall have been apprapriated.
3. PERFORIVIANCF.
(a) Foundation agrees that it will maintain all funds received hereurxder in a separate
account. Foundation shall not cammingle such funds with any other funds or maantain such
funds in any other accounts. In addition, Foundation's expendilure of such fnnds shall st�'ictly be
in a.ccordance with its Budget, attached as E�ibit B and incorporaied herein by reference far all
�utposes, Faundation understands and agrees that upon the acceptance of funds hereunder, a
fiducia.ry duty is created with respect to the expenditure of such funds.
(b) Foundation sha11 submit quarterly financial reports to the City t�at reflect a11
receipts and disbursements of funds received pursuan� ta this agreement. In a.dditio:n, within
thirty (30) days following the end of the City's fiscal year, Fnundation shall submit to the Cily an
annual financ:ial report that reflects all receipts and disbursements of such funds receivad during
ihe tetrn of this Agreament and that sets forth all other material %xiformation pertaining to the
imancial activities and f nancial condition of the Foundaiian.
(c) Foundation shail submit an annua� service performance repor� ta the City
that reflect services and �ctivitie� undertaken by Fvundatian in �erformanee of this
contrac�, as established in Exhibit A. Tl�is report will be signed �y � duly au�horized ageiit
of Fo�zndation.
{d) At any fime during the term af this agreement, the City shall have the right to
authorize an audit of Foundation's records as they pertain to its receipt and expenditure a#' funds
hereunder. Such audits sha11 be prepared at the City's expense. However, if any such audit
reveals m�terial discrepancies ixi the Foundation's records, Foundativn agrees that it shall
reimburse the Cify fnr the fiill casts of such a�dit,
4. BOND HOLDER RIGHTS.
The CiLy's obligations and Foundation's rights under thzs Agreement shail be subordinate
to and limited by the terms and conditions af all subsequent City ordinances which authorize the
issuance of bands whose paymez�t is pledged upon tlie Ci�y's hotel occupancy tax. Foundation
agrees and understands thai rights oi the hvlders of any such revenue bonds sha11 be superior in
all resp�cts to the rights of Foundation. However, the City, to the extent practicable, shall give
Foundation as much prior no�ice as reasonably possible of the City's i,�►#�r�t ��-iss�u�-�u��. �ioruls.
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5. �NDEPENDENT CONTRACTQR.
Tt is expressly understood and agreed tha� Foundation shal� operate as an independent
caniractor as to all services and abligations performed hereundar, and not as an�gent,
representative or employee of the City. Foundation shall have the exclusive right to control ihe
�etails of its operations and activities and shall be sol�ly responsible for the ac�s and omissions of
its boards, officers, agents, servants, employees, contractors� subconiractozs and members.
Fawnda�ion a�knowledges that tha doctrine af resporadeat supe�ior sha11 not apply as beiween the
City and Foundation its boards, officers, agents, servants, empIoyees, contractors, subcontractors
and members. Foundatian further agrees that nothing herein sha11 be construec� as the creation of
a partnership or joint enterp�rise betvveen the City and Faundation.
6. YNDEMNIFICATION.
FOUNDATIOlv HEREBY ASSUMES ALL LIABII,TTY ANII RESPQNSIBILITY
FOR PROPERTY L4SS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY OF
ANY KYND, INCLUDII�G DEATH, TO ANY AND ALL PER50NS, OF ANY HIND OR
CHARACTER, WHETHER REAL OR AS�ERTED, ARTSING OUT OF OR IN
CONNECTI�N WITH THE RECEIPT QR EXPENDITURE OF CITY FUNDS OR THE
PROVISIQN OF ANY SERVICES HEREUNDER.
FOUNDATION CUVENANTS AND AGREES TO, AND DOES HERESY,
INDEIVINIFY AND HOLD HARMi,ESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLQYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAW5UITS FOR EITHER � PROPERTY DAMAGE OR LQS� ANDIOR
PERSONAL INJURY OF ANY� HIND, INCLUDING DEATH, TD ANY AND ALL
PERSONS, OF ANY HIND OR CHARACTER, WHETHER REAL OR A55ERTED,
ARISING OUT OF OR IN CONNECTION WITH THE RECEIPT QR EXPENDITURE
OF CITY FUNDS OR ANY OTHER PROVISION HEREUNDER. �
'7. ASSIGNMENT.
The Foundation shali not assign, sell, convey or #ransfer its interest under this agreement.
Any such attempied assignrnent of same shall be null and vaid.
�. GOVERNMENTAL POWERS.
It is understaod and agreed that by execution o£ this contract, ihe City daes not waive or
surrender any o� its governmental powers.
9. NO WAIVER
The failure of the City to insist upon the performance of any term or provision of this
agreement ar to �x�rcise a�y right granted herein sha11 not constitute a w�.iver �r :�r �.i.r�r's r�t�t
to insist upon appropriate performance or to assert any such right on ar�y f��, „�i�i��. .
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10. VENUE.
Should any action, whether real or asserted, at law or in equity, arise out of the terins of
this contrac�, venue far said action shall be in Tarrant County, Texas.
11. SEVERA.SII,ITY.
If any provision of this agreement shall he held to be invalid, illegal or unenforceable, th�
validity, legality and enforceability of ihe remainin� provision shall not in any way be affected or
impaired.
1�. ENTIRETY OF AGREEMENT.
This written instrum�nt, inciuding any documents incorparated her�in by reference,
contains th� entire understanding and agreement between the City and Museurn as to the matters
herein contained. Any prior or contemporaneous oral or written agreement is hereby declared
nu1l and void tp the extent in conflict with this Agreement. This Agreemen� shall not be
amanded unlass agreed to in writin� by both parties and approved by the City Council of th�
City.
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Il�T WITNESS WAEREOF, the parties hereto have executed this agreement in multiples
to becozxie effective for the stated term upon the filing with a.nd assignment o� a cantract nwnber
by the City Secretary's Office o� the City of Fort Worth, Texas, ihis day of
�,.' - � ,A.D. 2002.
CITY OF FORT WDRTH:
By: � � � ���'t
eharles Boswell
Assistant City N[ar�a�er
VAN CLIBURN FOUNDATION, INC.
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Richard Rodzinski
Executive Director
ATTEST:
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By: � _ ' ;�,(_�.�.��-}�
City Secre�i`y
APPROVED A5 TD FORM AND LEGALITY:
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Assisi t City Attorney
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STATE OF TEXA5 §
COUNTY OF TARRAN"i' §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on ihis day pearsonally appeared Richard Rodzinski, known to ame to be the person whose name is
subscribed to the faregoing instrument, and acknowledged to me that the same was the act of the
Van Cliburn Foundation, Iuc., and that he execuied the same as the act of the Van Ciiburn
Foundation, Inc., for the purposes and consideration therein expressed and in �he capacity therein
stated.
GIVEN UNDER MY H�ND AND SEAL OF QFFICE thi� � day of
�.�1,�.4� , 2002. /J //
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Not Public in and for the State of Texas
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. a.ecf,. .e�•,�'' MRRtiIA P. C;A�tQOF� _
+ "' Natary P�trliC, 5tate of Tpxas �
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STATE OF TEXAS §
COUNTY OF TARRANT �
BEFORE ME, the undersigned authority, a 1�Tatary Public it� and far tl�e State of Texas,
on this day persanally appeared Charles Boswell, known to me to be the person whose name :is
subscribed to the faregoing instrument, and acl�owledged to me that the satne was the act af the
City of Fort Worth and tha.t he executed the same as the act of said City of Fort �orth for the
pwposes and consideration �herein expressed and in the capacrty therein stated.
GTVEN UNDER MY HAND AND SEAL OF OFFICE tlus�day of
Zao2.
�zdf�YP� R�SE�LABARNES
�r..��, NOTARY PUB�iC
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Natazy k'ub�ic in and for the Staie of Texas
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M�y�r a�d �ounc�[ C�rrtmu�n����ior�
QATE R�FEkENC;k f�L1ML3�R LUG NAM� PAGE
'i Ql29l02 �*��193'9 7 02CLIBURN � Q� �
sua.�ECT CpNTFlAL ��III1 I H�T l-iE VA� CLIBURN FbUNDATION, IN .
1 � REC0IVIMEiVDATION: - - - . -- - - - - - _ - -
�t is recommehded ti�at the City Councii authorize the City Nfanager to exect�te a contract with the Van
Ciibum Foundation, Inc. for $62,60Q to b�g'rr� October 1, 2002, and expire Sept�mber 3Q, 2003.
DIS�US510N:
Funds far this program are appropr�ated to the agency by the City trom a partion of ti�e HatellMatel
Occu�ancy Tax receipts.
The Van Gliburn FoundatRon, Inc. brings international attention to the City af Fort Worth t�rough its �
int�rnation�l piano compefi�fion.
FlSCA� IN��RMAT(ONICERTIFIGAT�CJN:
The Finance Director certifies that funds are avaiiabfe in the current operating budget, as appropriated,
of t�e Culture and Tourism Fund.
C�'�
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Su6tnitted for City Manager's I�'[TND I ACCOUIYT � CENTER ' AMOU�VT CITX SECRETARY
Offtce by: J (to} - — —
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CharIes Hoswell 6183 — — — - — -I I
Originating Department Head: - _ _ �
Char1esBosvve1! 6183 I(:From) � APPROVED t0/29/02 I
� GG04 539120 02440p0 $82,50D.fl0
Additinna! Tnformatiun Cantact: - —
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Charles Boswell Gl $3 I — — — — -