the contract
| kinder-hspva-hisd-executed-agreement-10-13-16.pdf |
Click on the pdf icon above to read the full contract. Here are some highlights:
The contract is dated October 13, 2016, the day of the board vote. The name change is supposed to be effective on that date, but Exhibit B overrides this. The "official" name will change when the new building is occupied, but until then, HISD will change all print and other references to the new name. They do not seem to have done that, and the 2017 diplomas did not say Kinder.
That effective date, the date of the upcoming voting meeting, was helpfully written in before the contract was delivered to HISD. It is the only legal basis we could find for Kinder's statement on the day of the vote that the deal was an offer that "expired" that day. Public information requests specific to the "expiration" produced no other letters, emails, or memorandums discussing an expiration date.
The contract term is "in perpetuity." This means forever. The contract specifies that even if the school is moved or rebuilt it must still carry the Kinder name.
The $7.5 million is to be paid to HSPVA Friends by Kinder in installments by October 2018. Friends pays the first $4.9 million in installments to HISD over that same period.
By April 3, 2017, Kinder paid $3.5 million to HSPVA Friends. This is over half the $5M needed for opening day. Our appeal will not affect the money, since Kinder is contractually bound to pay it. We are only asking for a change in the recognition, the naming rights.
The rest, $2.6 million, is to be distributed to HISD by Friends once a year, based on a budget request process, which Kinder must approve. There is a mother may I process involving two bank accounts subject to their own legal agreements, and a process that involves HISD swearing it will spend the money on HSPVA and that it has run out of money since the last time it asked for any of the money OWED TO IT AS THE SALES PRICE OF THE NAME. This process is in place for all spending by HISD, including the first $4.9 million. There does not appear to be any guarantee the excess funds will ever reach HISD or HSPVA, and no penalty if the funds are not distributed by the specified end date in July 2029. They can only be used for capital projects. This was necessary to conform to the naming rights policy, which specifies the funds exchanged for names must be for capital projects. They cannot be used for programs, like for instance, master classes.
The name change is intended to be pervasive and to "include, without limitation, ... all descriptions and references to HSPVA in printed materials (including websites) used in connection with operating, promoting, fundraising or otherwise describing HSPVA (such as ·letterhead, websites, stationery, business cards, written announcements, publications, official statements and reports, brochures, promotional items, marketing materials, schedules, public relations and media releases) refer to HSPVA and the Campus exclusively by the Complex Name. " The Complex Name is Kinder High School for the Performing and Visual Arts. The laundry list captures everything from report cards and diplomas to tickets, playbills, and social media handles.
HISD specifically agrees four times that the contract complies with the naming rights policy and agrees to provide a document certifying its status for charitable deduction purposes.
Exhibit A on page 14 describes the equipment and other upgrades to be provided with the $4.9 million.
Exhibit B on page 18 carves out some concessions. The large block letters on the Rusk St. side of the school spelling out "HSPVA" will "remain as designed." Whether this prohibits adding a "Kinder" nearby, is unclear. The other sign, over the front door, is not exempted and must say Kinder. HSPVA Friends will engage Gensler (the school architect) to design a new logo and branding materials. The old logo can only be used in a "historic context." The old bumper stickers are allowed to continue to be sold, but the school must also offer new ones that say Kinder.
To read more about the contract terms in context, see the FAQ here.
The contract is dated October 13, 2016, the day of the board vote. The name change is supposed to be effective on that date, but Exhibit B overrides this. The "official" name will change when the new building is occupied, but until then, HISD will change all print and other references to the new name. They do not seem to have done that, and the 2017 diplomas did not say Kinder.
That effective date, the date of the upcoming voting meeting, was helpfully written in before the contract was delivered to HISD. It is the only legal basis we could find for Kinder's statement on the day of the vote that the deal was an offer that "expired" that day. Public information requests specific to the "expiration" produced no other letters, emails, or memorandums discussing an expiration date.
The contract term is "in perpetuity." This means forever. The contract specifies that even if the school is moved or rebuilt it must still carry the Kinder name.
The $7.5 million is to be paid to HSPVA Friends by Kinder in installments by October 2018. Friends pays the first $4.9 million in installments to HISD over that same period.
By April 3, 2017, Kinder paid $3.5 million to HSPVA Friends. This is over half the $5M needed for opening day. Our appeal will not affect the money, since Kinder is contractually bound to pay it. We are only asking for a change in the recognition, the naming rights.
The rest, $2.6 million, is to be distributed to HISD by Friends once a year, based on a budget request process, which Kinder must approve. There is a mother may I process involving two bank accounts subject to their own legal agreements, and a process that involves HISD swearing it will spend the money on HSPVA and that it has run out of money since the last time it asked for any of the money OWED TO IT AS THE SALES PRICE OF THE NAME. This process is in place for all spending by HISD, including the first $4.9 million. There does not appear to be any guarantee the excess funds will ever reach HISD or HSPVA, and no penalty if the funds are not distributed by the specified end date in July 2029. They can only be used for capital projects. This was necessary to conform to the naming rights policy, which specifies the funds exchanged for names must be for capital projects. They cannot be used for programs, like for instance, master classes.
The name change is intended to be pervasive and to "include, without limitation, ... all descriptions and references to HSPVA in printed materials (including websites) used in connection with operating, promoting, fundraising or otherwise describing HSPVA (such as ·letterhead, websites, stationery, business cards, written announcements, publications, official statements and reports, brochures, promotional items, marketing materials, schedules, public relations and media releases) refer to HSPVA and the Campus exclusively by the Complex Name. " The Complex Name is Kinder High School for the Performing and Visual Arts. The laundry list captures everything from report cards and diplomas to tickets, playbills, and social media handles.
HISD specifically agrees four times that the contract complies with the naming rights policy and agrees to provide a document certifying its status for charitable deduction purposes.
Exhibit A on page 14 describes the equipment and other upgrades to be provided with the $4.9 million.
Exhibit B on page 18 carves out some concessions. The large block letters on the Rusk St. side of the school spelling out "HSPVA" will "remain as designed." Whether this prohibits adding a "Kinder" nearby, is unclear. The other sign, over the front door, is not exempted and must say Kinder. HSPVA Friends will engage Gensler (the school architect) to design a new logo and branding materials. The old logo can only be used in a "historic context." The old bumper stickers are allowed to continue to be sold, but the school must also offer new ones that say Kinder.
To read more about the contract terms in context, see the FAQ here.