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HomeMy WebLinkAbout065152 - Construction-Related - Contract - Fort Worth African American Museum and Cultural CenterCSC No. 65152 FUNDING AGREEMENT BETWEEN THE CITY OF FORT WORTH AND FORT WORTH AFRICAN AMERICAN MUSEUM AND CULTURAL CENTER 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 Dana Burghdoff, its duly authorized City Manager, and the FORT WORTH AFRICAN AMERICAN MUSEUM AND CULTURAL CENTER ("Museum"), a Texas nonprofit corporation, acting by and through John L. Barnett, Jr., DDS, the duly authorized Board Chair of the Museum. WHEREAS, City desires to encourage the promotion of historical and cultural activities in the City of Fort Worth; and WHEREAS, Museum will provide opportunities to preserve the history and culture of African Americans, including the stories of African Americans in Fort Worth to enlighten, inspire, and engage everyone toward better understanding; and WHEREAS, the Museum is currently undergoing a construction project (the "Project") to house the Museum's facilities; and WHEREAS, the Project is located in Council District 8 at 3100 and 3104 East Rosedale Street, Fort Worth, Texas 76105 (the "Building"); and 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, the City Council indicated a willingness to contribute $40,000.00 to help complete building improvements for the Project (M&C 26-0020); and WHEREAS, the Project and the City's financial contribution, in accordance with the adequate controls of this Agreement, support the public purposes of increasing educational opportunities for the City's residents and visitors and providing a place to preserve and promote the diverse history and culture of the City. NOW, THEREFORE, the parties hereby agree as follows: 1. Incorporation of Recitals and Purpose 1.01 The City and Museum 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. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 2. Funding 2.01 City agrees to fund the Museum up to $40,000.00 ("Funds") for necessary and actual costs related to the Project upon proof of appropriate expense documentation. 2.02 The Museum agrees that the funds are designated to be used to help complete the Building improvements, specifically the: (1) installation of attached lighted signage; (2) installation of an attached art hanging system and (3) installation of an alarm and/or security system. 2.03 The City shall not be obligated to pay any amounts that cannot be verified in accordance with this Agreement. 2.04 The Museum agrees to use its own funds, or funds committed from other sources, to pay for the Project first. The Museum 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 Museum will only be reimbursed for actual costs. 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 Museum. The Museum shall be liable and responsible for any and all property loss, property damage, and personal injury related to the Museum, including, but not limited to, the Project. In no event shall the City be liable in any manner to the Museum or any other party as a result of the acts or omissions of the Museum, its agents, employees, representatives, directors, contractors, invitees, or licensees. 3.02 THE MUSEUM 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 MUSEUM, 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 prohibitions by any court, board, department, commission, or agency of the United States or of any state; Funding Agreement with the Fort Worth African American Museum And Cultural Center Page 2 of 8 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 Museum agrees that the City shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Museum involving transactions relating to this Agreement during the term of this Agreement and for three (3) years thereafter. The Museum agrees that the City shall have access during normal working hours to all necessary Museum 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 Museum reasonable advance notice of intended audits. 5.02 The Museum 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 Funding Agreement with the Fort Worth African American Museum And Cultural Center To the MUSEUM: Fort Worth African American Museum and Cultural Center 3701 Black Canyon Rd PO Box 100086 Fort Worth TX 76109 Fort Worth TX 76185 Page 3 of 8 7. Compliance 7.01 The Museum 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 orthe 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 Museum 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 Museum, 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. Funding Agreement with the Fort Worth African American Museum And Cultural Center Page 4 of 8 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 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 Museum 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 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 African American Museum And Cultural Center Page 5 of 8 [Executed effective as of the date signed by the Assistant City Manager below.]/ [ACCEPTED AND AGREED:] CITY:Vaira &46Af BY: Dana Burghdoff (May- , 2026 2 :26:47 CDT) Name: Dana Burghdoff Title: Assistant City Manager Date: 05/04/2026 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approved as to Form and Legality: BY: Jcl_i .. B,—,ft Jr.. DDS (May 3. 2026 20:53:58 CDT) �^ Name: Sophie Matthews Title: Assistant City Attorney Contract Authorization: M&C No.: 26-0020 M&C Date: 01/13/2026 Funding Agreement with the Fort Worth African American Museum And Cultural Center MUSEUM: T�7 A JL _ A. BY: Joh . B—H. Jr., DDS (May 3, 2026 20:53:58 CDT) ' 14 Name: John L. Barnett, Jr. DDS Title: Board Chair Date: 05/03/2026 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. �' 'N BY: Kacey Thomas (May 4, 2026 08:09:03 CDT) Name: Kacey Thomas Title: Neighborhood Services Director Fonq� et Ila City Secretary: 8 p Ovoo °=v �IlIlIlnnEMV BY: Name: Jannette Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 6 of 8 4/9126, 11:07 AM M&C Review CITY COUNCIL AGENDA Create New From This M&C DATE: 1/13/2026 REFERENCE NO.: '*M&C 26-0020 LOG NAME: Official site of the City of Fort Worth, Texas Fay rya 19AFRICAN AMERICAN MUSEUM CODE: G TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. (ALL) Authorize a Change in Use of Funds Allocated for the African American Museum, Authorize Execution of an Agreement with the Fort Worth African American Museum and Cultural Center for the Provision of $40,000.00 to Support the Construction of the African American Museum and Cultural Center, Find that a Public Purpose Exists and that Adequate Controls are in Place RECOMMENDATION: It is recommended that the City Council 1. Authorize a change in the use of funds allocated for the African American Museum via Mayor and Council Communication 22-0546; 2. Authorize execution of an agreement with the Fort Worth African Amercian Museum and Cultural Center for the provision of $40,000.00 to support the construction of the African American Museum and Cultural Center; and 3. Find that the provision of such funds serves the public purpose of preserving the history and culture of African Americans, including the stories of African Americans in Fort Worth to enlighten, inspire, and engage everyone toward better understanding, and find that adequate controls will be in place under the agreement to ensure the public purpose is carried out. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to request a change in the use of funds allocated for the African Amercian Museum via M&C 22-0546 in June 2022. The City Council approved providing $40,000.00 (City Project No. 104151) to the North Texas Community Foundation to partially fund a study on the economic and financial feasibility of a Fort Worth African American museum and cultural center. The study was to include an evaluation of multiple potential sites for a museum. However, in July 2025, the museum steering committee notified the City that they had been able to purchase two units of an existing building totaling 5,000 square feet located in Council District 8 at 3100 and 3104 East Rosedale Street to be used for the museum. Because this purchase eliminated the need for a site evaluation and feasibility study, it was requested that the City's contribution be used to help complete building improvements, up to a maximum of $40,000.00. Given that these expenditures align with the City's original funding source, which was the Future Community Partnership project of the General Capital Projects Fund, approval is requested to reallocate the City's funding for the identified building projects. In addition, approval is requested to pay the funds directly to the Fort Worth African American Museum and Cultural Center (the Museum), a 501(c)(3) tax-exempt organization, upon proof of appropriate expense documentation in lieu of the North Texas Community Foundation. The museum serves the vital public purpose of preserving the history and culture of African Americans including the stories of African Americans in Fort Worth to enlighten, inspire, and engage everyone toward better understanding. Through the agreement between the City and the Museum, adequate controls will be in place to ensure that the public purpose is carried out. The Museum will be required to meet certain City requirements, including using the funds for the purpose intended and compliance with all applicable laws. Funding is budgeted in the General Capital Projects Fund for the Neighborhood Services Department for the purpose of funding the African American Museum Study project, as appropriated. apps.cfwnet.org/council_packet/mc_review.asp?ID=34063&councildate=1/13/2026 112 4/9126, 11:07 AM M&C Review FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the General Capital Projects Fund for the African American Museum Study project to support the approval of the above recommendations and execution of the agreement. Prior to any expenditure being incurred, the Neighborhood Services Department has the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference # Amount ID I I ID I I I Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference # Amount ID I I ID I I I Year Chartfield 2 Submitted for City Manager's Office by_ Dana Burghdoff (8018) Originating Department Head: Kacey Thomas (8187) Additional Information Contact: Kacey Thomas (8187) ATTACHMENTS 19AFRICANAMERICAN MUSEUM FID.xlsx (CFWlnternal) GL0019-07 -Pro ect Budget Summary as of 12-19-25.pdf (CFW Internal) Signature: dophieMathewd Email: Sophie.Mathews@fortworthtexas.gov apps.cfwn et.org/council_packet/mc_review.asp?I D=34063&coun cildate=1 /13/2026 2/2 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Fort Worth African American Museum and Cultural Center Subject of the Agreement: Funding agreement for City's $40,000 contribution to the Fort Worth African American Museum and Cultural Center for the museum's building improvements. M&C Approved by the Council? * Yes 0 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see backpage 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: If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes ❑ No 21 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. 104151 *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 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.