Loading...
HomeMy WebLinkAboutContract 62200C4 Secretary 1 — D Contract No FUNDING AGREEMENT BETWEEN THE CITY OF FORT WORTH AND PIONEERS REST CEMETERY ASSOCIATION 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 City Manager, and the PIONEERS REST CEMETERY ASSOCIATION ("Association"), a Texas nonprofit corporation, acting by and through Teresa Wilson, its duly authorized Treasurer. WHEREAS, cemeteries are among a city's most valuable historic resources, often documenting settlement patterns and revealing information about historic events, religions, lifestyles and genealogy; WHEREAS, Pioneers Rest Cemetery (the "Cemetery"), established in 1850, is the oldest historic burial ground in the City and the only remaining resource from the original fort commanded by Major Ripley Arnold; WHEREAS, the Cemetery is the final resting place of Fort Worth's earliest pioneers, including General Tarrant for whom the county is named; WHEREAS, the Cemetery's iconic main entrance is deteriorating and in need of restoration; WHEREAS, the Association intends to restore the main entrance of the Cemetery to its original condition (the "Project") to further preserve the Cemetery as an important historic site for the education of current and future generations; WHEREAS, the Fort Worth City Council (the "City Council"), by and through Resolution 5650- 11-2022, authorized the grant of funds to the Association in the amount of $50,000.00 as a one-time capital contribution to the Association for the purpose of funding a portion of the Project specific to the restoration of the main entrance of the Cemetery; and WHEREAS, the City Council has found that the Project and the City's financial contribution, in accordance with the adequate controls of this Agreement, support the public purpose of preserving an important, historical, site critical to the education of current and future generations in the City. 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 Association 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 -tithe capital contribution toward the Project. 2. Funding Funding Agreement with the Pioneers Rest Cemetery Association 1 of 6 OFFIGIAI RECORD, CITY SECRETARY FT. WORTH, TX 2.01 City agrees to fund the Association in a one-time amount up to $50,000.00 ("Funds") for necessary and actual costs related to the Project as last dollars in for the restoration of the main entrance to the Cemetery. The anticipated total cost necessary for the Project is $100,799.00 2.02 The Association agrees that: (1) the remaining capital contributions of $50,799.00 needed to fully fund the 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 Association 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 The Association agrees to use its own funds, or funds committed from other sources, to pay for the Project first and to use the City's contribution as the final portion related only to the restoration of the main entrance to the Cemetery. The Association must maintain sufficient financial records to demonstrate the actual, verifiable, costs for the Project and provide those records to the City, upon request, so that actual costs may be verified. If the actual costs for the Project are less than anticipated, then the Association will refund the City proportionately. By way of example only, if the Project costs $90,799.00 instead of the projected $100,799.00, then after completion of the Project, the Association would owe the City a $10,000.00 refund of its $50,000.00 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 Project and that nothing herein shall be construed as creating a partnership, agency relationship, or joint venture between the City and the Association. The Association shall be liable and responsible for any and all property loss, property damage, and personal injury related to the Association, including, but not limited to, the Project. In no event shall the City be liable in any manner to the Association or any other party as a result of the acts or omissions of the Association, its agents, employees, representatives, directors, contractors, invitees, or licensees 3.02 THE ASSOCIATION 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 ASSOCIATION, ITS OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, CONTRACTORS, INVITEES, OR LICENSEES RELATED TO THIS AGREEMENT OR IN ANY WAY RELATED TO THE PROJECT. THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLY TERMINATION OF THIS AGREEMENT. 4. 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; Funding Agreement with the Pioneers Rest Cemetery Association 2 or6 insurrections; riots; epidemics; pandemics; 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 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 The Association agrees that the City shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Association involving transactions relating to this Agreement during the term of this Agreement and for three (3) years thereafter. The Association agrees that the City shall have access during normal working howl to all necessary the Association 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 the Association reasonable advance notice of intended audits. 5.02 The Association 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 this 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: City Manager's Office City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 With a copy to: City Attorney at the same address Funding AV, canent with the Pioneers Rest Cemetery Association 3 of 6 To the Association: Pioneers Rest Cemetery Association P.O. Box 100294 Fort Worth, Texas 76185 7. Compliance 7.01 The Association shall comply with all Federal, State and City statutes, ordinances and regulations applicable under this Agreement and for the Project. 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 the 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 the Association 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 the Association, 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 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. 12.02 Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Funding Agreement with the Pioneers Rest Cemetery Association 4 of6 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 ► ust 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 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 the Association of written notice of City's intention to terminate or (ii) the last date for which funding has been appropriated by the City Council for the purposes set forth in this Agreement. 15. Counterparts and Electronic Signatures 15.01 This Agreement maybe 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 lie 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 Pioneers Rest Cemetery Association 5 of 6 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] CITY: By; Name: D ' Cooke Title: City Manager Date: /0 Azgh o z THE ASSOCIATION: By: %e.�.taci Gl )A*ii Name: Teresa Wilson Title: Treasurer Date: October 27.2024 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approved as to Form and Legality: By: 45; -��1�ly Name: Tayl r C. Paris Title: Assistant City Attorney Contract Authorization: M&C: Resolution No. 24-0185 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. 45; A + / . Name: Carlo Capua Title: Chief of Strategy and City Secretary: By: 1 0-4-4- n �( 1 Name annette S. Goodall Title: ity Secretary FwWing Agveement with the Pioneers Rest Cemetery Association 6 of6 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX