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HomeMy WebLinkAbout064528 - Construction-Related - Contract - Riverside Arts District (RAD)CSC# 64528 FUNDING AGREEMENT BETWEEN THE CITY OF FORT WORTH AND RIVERSIDE ARTS DISTRICT This Funding Agreement ("Agreement") is made and entered into by and between the CITY OF FORT WORTH, TEXAS ("City"), a municipal corporation of the State of Texas, acting by and through its duly authorized City Manager, and the RIVERSIDE ARTS DISTRICT ("RAD"), a Texas nonprofit corporation, acting by and through Belinda Norris, its duly authorized President. WHEREAS, the City has established a Community Partnership Fund, which aims to foster community investment, improve local services, and address specific community needs with requests for funds being evaluated on predetermined criteria, including alignment with the City's strategic vision and priorities, impact on community well-being, feasibility, sustainability, and evidence of community support; WHEREAS, murals can act as symbols to help strengthen an area's identity as an arts and cultural destination with an opportunity to enhance resident and business pride and collaboration; WHEREAS, RAD has been working on a RAD Heritage Mural (the "Project") that is intended to welcome visitors and residents to the Riverside District with the selected muralist to design and create the Project with historical references to the Riverside's district development and with the Project's goals including promoting economic vitality of the business corridor by increasing visitor traffic and enhancing district branding; WHEREAS, RAD has identified a muralist, secure a site, and obtained a pledge of $15,000.00 from a local business owner to cover half of the Project's total cost; WHEREAS, the City Manager has authorized a grant of $15,000.00 as a one-time capital contribution to the RAD for the purpose of funding a portion of the Project specific to the design and creation of the Mural at the west end of Race Street at 700 N Sylvania Avenue and Race Street; and WHEREAS, the City Manager 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, promoting, and celebrating the Hispanic culture, heritage, and history of the Riverside area in the City and increasing its profile as an arts destination attractive to visitors who are expected to contribute to growth in the area's economy. NOW, THEREFORE, the parties hereby agree as follows: 1. Incorporation of Recitals and Purpose 1.01 The City and RAD 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 Project. 2. Funding OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Funding Agreement with Riverside Arts District 1 of 6 2.01 City agrees to fund the RAD in a one-time amount up to $15,000.00 ("Funds") for necessary and actual costs related to the Project as last dollars in for the design and completion of the Mural. The anticipated total cost necessary for the Project is $30,000.00 2.02 The RAD agrees that: (1) the remaining capital contributions of $15,000.00 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 RAD 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 RAD 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 design and creation of the Mural. The RAD 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 RAD will refund the City proportionately. By way of example only, if the Project costs $20,000.00 instead of the projected $30,000.00, then after completion of the Project, the RAD would owe the City a $10,000.00 refund of its $15,000.00 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 RAD. The RAD shall be liable and responsible for any and all property loss, property damage, and personal injury related to the RAD, including, but not limited to, the Project. In no event shall the City be liable in any manner to the RAD or any other party as a result of the acts or omissions of the RAD, its agents, employees, representatives, directors, contractors, invitees, or licensees 3.02 THE RAD 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 OCCASIONED BY ANY ACT OR OMISSION OF THE RAD, 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; insurrections; riots; epidemics; pandemics; public health crises; earthquakes; fires; floods; restraints or Funding Agreement with Riverside Arts District 2 of 6 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 RAD agrees that the City shall have access to and the right to examine any directly pertinent books, documents, papers and records of the RAD involving transactions relating to this Agreement during the term of this Agreement and for three (3) years thereafter. The RAD agrees that the City shall have access during normal working hours to all necessary RAD 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 RAD reasonable advance notice of intended audits. 5.02 The RAD 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 100 Fort Worth Trail Fort Worth, Texas 76102 With a copy to: City Attorney at the same address To the RAD: Riverside Arts District 2405 Bird Street Fort Worth, Texas 76111 Funding Agreement with Riverside Arts District 3 of 6 7. Compliance 7.01 The RAD 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 parry 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 assignor 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 RAD 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 RAD, 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 Riverside Arts District 4 of 6 13. Contract Construction 13.01 The parties acknowledge that each parry 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 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 RAD 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 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 Riverside Arts District 5 of 6 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] CITY: By. Jay Chapa (Dec 31, 202511:02:28 GMT+1) Name: Jesus "Jay" Chapa Title: City Manager Date: 12/31/2025 THE RIVERSIDE ARTS DISTRICT: N Urfa No •cis ffille: President Date: L,3 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approved as to Form and Legality: By: Name: Denis McElroy Title: Assistant City Attorney Contract Authorization: M&C No.: N/A IR: No. 25-0115 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: A it Ro e Escamilla, PE Title: Sr. Capital Projects Officer City Secretary: FORT°nIl '�Id Pao By: 11// Gann nEX�5444 Name: Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Funding Agreement with Riverside Arts District 6 of 6 EXHBIT A Financial Proforma EXHBIT A Financial Proforma Project budget The follow is a breakdown of project costs for the Riverside Arts District Heritage Mural by Juan Velazquez: • Design: $1,000 • Labor, Materials, and Community Unveiling Event: $29,000 • Includes 5-year warranty on materials and workmanship • Business owner commits to basic maintenance & protection TOTAL COST: $30,000 Paid: $15,000 (paid upfront to secure artist, design, and begin work- in- voices provided) Due: $15,000 (paid upon completion by December 31, 2025) The value of any materials or equipment provided by RAD will be deducted from the 2nd payment (City portion) of the payment. These cost savings will be reflected in a reduced payment from the City to RAD. Additional details available upon request. RIVERSIDE ARTS DISTRICT 2405 BIRD STREET, FORT WORTH, TEXAS 76111 Ve4kquez Art pAnennque La a ogrnaiILom I (at, 8a,.-wt Invoice ## 0021 nwcke 00219 ssue date Jul 11. 20 Customer In' *ice - ails Payment Guilermo Sag- PDF treated Septe-mbe* 2025 Dine Jutyii, 2025 gui OWE ICe S penDr cem i3Ooo. 0 $1.000.90 {8i7) 921-4106 Quantity Price Amount ustom Amount 1 U.000.00 i,000.00 ts3'gn co.[ fa np _ mural Sulrto ' .00a00 Total Paid $:L,000.00 payments .Jul 12, 2025 (?Aastercard 7092) ,"i,00&00 View onli e To iew your iwtoice ge to htltpaj jsyuareup.wffVu jM7gP3Ry •r open the camera an yo ma6 dewMe and place OR *ode' caawaIs view EXHIBIT A Financial Proforma Velazquez Art imnendWev-mla_qL,-mzar a,riad.eom I [a17 M3-W Invoice #000223 Cuntomer Gu' nc Sig gui0ef7naoc -ice Urns Im ace De ils Payment PGF Brea' i August 7, 2025 Due August !� 2025 penor $14.DOO.00 „ 4.000-00 30k murk Dhke foist paynrt 1s fiat- - irk has s. oady been pei , - - ' t - . be made wrtert me Mural rs rampe. y ar equrpmiarr# prowde+d by &* cbent wrN Ix ted from 2nd hahFpaywwM of Ire mwa) ubto Total Paid !Payments 0 7, 2025 (Masts card 7021 Quay 1 $U00i.0f Yew ono .e To it.w your invoicrgoto'hrt isquareup.eonVuIHDrHBDbC or open the c rnara en }o rrow - d _. " and place QR code' Eamecals e view ,Voice 4+ OM 9aue data v_ 5. 2025 Amount $A4,00l.O9 $14,000.00 $14.000.00 EXH BIT A Financial Proforma FORTWORTH- City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Riverside Arts District Subject of the Agreement: Funding Agreement for RAID Heritage Mural M&C Approved by the Council? * Yes ❑ No 8 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes 0 No ❑ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Expiration Date: If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No 0 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processin4 in the followin4 order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.