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HomeMy WebLinkAbout09650 ORD - 02/18/1970IMS:.IKH:vP:2 -18-70 AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE, FOR AND ON BEHALF OF THE CITY OF CORPUS CHRISTI, A CONTRACT WITH THE CORPUS CHRISTI ART FOUNDATION FOR THE CONSTRUCTION OF AN ART MUSEUM BUILDING, TO BE LOCATED IN THE BAYFRONT SCIENCE PARK, ALL AS MORE FULLY SET FORTH IN THE CONTRACT, A COPY OF WHICH 1S ATTACHED HERETO AND MADE A PART HEREOF, AND AN AGREEMENT TO CONTRACT A LEASE IN THE FORM ATTACHED TO SAID CONTRACT AS EXHIBIT "A ", FOR THE MAINTENANCE, OPERATION, AND USE OF SAID BUILDING FOR A TERM OF FIVE (5) YEARS AFTER CONVEYANCE THEREOF TO THE CITY; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. THAT THE CITY MANAGER BE, AND HE 1S HEREBY, AUTHORIZED AND DIRECTED TO EXECUTE, FOR AND ON BEHALF OF THE CITY OF CORPUS CHRISTI, A CONTRACT WITH THE CORPUS CHRISTI ART FOUNDATION FOR THE CONSTRUCTION OF AN ART MUSEUM BUILDING, TO BE LOCATED IN THE BAYFRONT SCIENCE PARK, ALL AS MORE FULLY SET FORTH IN THE CONTRACT, A COPY OF WHICH IS ATTACHED HERE- TO AND MADE A PART HEREOF, AND AUTHORIZING THE EXECUTION OF AN AGREEMENT TO CONTRACT A LEASE IN THE FORM ATTACHED TO SAID CONTRACT AS EXHIBIT "A ", FOR THE MAINTENANCE,OPERATION, AND USE OF SAIO BUILDING FOR A TERM OF FIVE (5) YEARS AFTER CONVEYANCE THEREOF TO THE CITY. SECTION 2. THE NECESSITY TO REDUCE TO WRITING THE UNDERSTANDING OF THE PARTIES TO THE AFORESAID CONTRACT IN ORDER THAT CONSTRUCTION OF THE ART MUSEUM MAY BE COMMENCED WITHOUT DELAY CREATES A PUBLIC EMERGENCY AND AN IMPERATIVE PUBLIC NECESSITY REQUIRING THE SUSPENSION OF THE CHARTER RULE THAT NO ORDINANCE OR RESOLUTION SHALL BE PASSED FINALLY ON THE DATE OF ITS INTRODUCTION AND THAT SUCH ORDINANCE OR RESOLUTION SHALL BE READ AT THREE SEVERAL MEETINGS OF THE CITY COUNCIL, AND THE MAYOR HAVING DECLARED SUCH EMERGENCY AND NECESSITY TO EXIST, AND HAVING REQUESTED THE SUSPENSION OF THE CHARTER RULE AND THAT THIS ORDINANCE BE PASSED FINALLY ON THE DATE OF ITS INTRODUCTION AND TAKE EFFECT AND BE IN FULL FORCE AND EFFECT FROM AND AFTER ITS PASSAGE, IT IS ACCORDINGLY SO ORDAINED, THIS THE /Pk) DAY OF FEBRUARY, 1970. aTTESj CITY SECRETA/ APPROVED: DAY OF FEBRUARY, 1970: c CITY MAYOR p�Yr� THE CITY 9650 CHRISTI, TEXAS THE STATE OF TEXAS 8 COUNTY OF NUECES WHEREAS, THE CORPUS CHRISTI ART FOUNDATION HAS BEEN AND 15 OPERATING THE MUSEUM FACILITIES OWNED BY THE CITY OF CORPUS CHRISTI AND LOCATED IN SOUTH BLUFF PARK FOR THE CULTURAL AND EDUCATIONAL BENEFIT OF THE GENERAL PUBLIC; AND WHEREAS, THE CITY HAS BEEN PROVIDING MAINTENANCE AND UTILITY SERVICES TO SUCH MUSEUM OPERATIONS; AND WHEREAS, THE FACILITIES HAVE BEEN FOUND TO BE INADEQUATE DUE TO THE EVER - EXPANDING DEMANDS OF THE COMMUNITY FOR THE SERVICES OF THE MUSEUM; AND WHEREAS, THE CORPUS CHRISTI ART FOUNDATION HAS RAISED, THROUGH PRIVATE DONATIONS, APPROXIMATELY ONE MILLION DOLLARS ($1,000,000) TO BUILD A NEW AND EXPANDED FACILITY TO MEET SUCH RISING DEMANDS AND DESIRES TO LOCATE SUCH FACILITY IN THE BAYFRONT SCIENCE PARK ON A SITE MORE SPECIFICALLY DESCRIBED HEREINAFTER; AND WHEREAS, PART OF THE LAND (OR THE COST THEREOF) UPON WHICH THE PROPOSED MUSEUM 15 TO BE BUILT WAS DONATED TO THE CITY BY A PRIVATE, CHARITABLE, AND EDUCATIONAL FOUNDATION FOR THE DEVELOPMENT OF A PARK KNOWN AS THE BAYFRONT SCIENCE PARK, WHICH PARK WOULD-CONTAIN SITES FOR THE ERECTION OF MUSEUMS FOR THE ENJOYMENT AND BENEFIT OF THE GENERAL PUBLIC; AND WHEREAS, THE CITY DESIRES TO MAKE SUCH SITE AVAILABLE TO THE CORPUS CHRISTI ART FOUNDATION FOR THE CONSTRUCTION OF THE MUSEUM; AND WHEREAS, THE CORPUS CHRISTI ART FOUNDATION WILL, AFTER COMPLE- TION OF SUCH CONSTRUCTION, DONATE SUCH ART MUSEUM TO THE CITY OF CORPUS CHRISTI; AND WHEREAS, AS IT IS DESIRABLE PRIOR TO THE COMMENCEMENT OF CONSTRUCTION TO ESTABLISH TERMS AND CONDITIONS REGARDING THE CONSTRUCTION PROJECT MANAGEMENT AS WELL AS THE OPERATION AND MAINTENANCE OF THE NEW MUSEUM AFTER COMPLETION: NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL AGREEMENTS AND PROMISES HEREIN CONTAINED, THE PARTIES HERETO DO MUTUALLY AGREE AND COVENANT AS FOLLOWS: WHENEVER USED IN THIS CONTRACT, THE FOLLOWING TERMS SHALL HAVE THE MEANINGS ASCRIBED TO THEM AS SET FORTH IN THIS PARAGRAPH, TO -WIT: A. FOUNDATION SHALL MEAN THE CORPUS CHRISTI ART FOUNDATION, A NONPROFIT TEXAS CORPORATION. B. CITY SHALL MEAN THE CITY OF CORPUS CHRISTI, A MUNICIPAL CORPORATION. C. CITY COUNCIL SHALL MEAN THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI. D. CITY MANAGER SHALL MEAN THE CITY MANAGER OF THE CITY OF CORPUS CHRISTI. E. MUSEUM SHALL MEAN THE ART MUSEUM OF SOUTH TEXAS AND ITS SUCCESSOR. THE FOUNDATION DESIRES THE RIGHT TO ERECT AND CONSTRUCT AN ART MUSEUM BUILDING TO BE KNOWN AS THE ART MUSEUM OF SOUTH TEXAS ON THE SITE IN THE BAYFRONT SCIENCE PARK AS SET FORTH ON THE ATTACHED PLAT AND THE CITY IS WILLING THAT SUCH PROJECT BE UNDERTAKEN UNDER THE FOLLOWING TERMS AND CONDITIONS: A. THE PLANS FOR THE ART MUSEUM BUILDING AND ANY CHANGES THERETO MUST BE APPROVED BY THE CITY COUNCIL PRIOR TO THE CONSTRUCTION OF SUCH BUILDING. B. THE FOUNDATION SHALL HAVE FULL RESPONSIBILITY FOR PREPARA- TION OF THE PLANS, ADVERTISING FOR BIOS, SUPERVISION OF BUILDING CONSTRUCTION AND ACCEPTANCE OF THE BUILDING FROM THE CONTRACTOR WHEN COMPLETED. C. THE COST OF CONSTRUCTION OF THE MUSEUM SHALL BE BORNE ENTIRELY BY THE FOUNDATION. IT IS UNDERSTOOD THAT THE CITY DOES NOT ASSUME AND WILL NOT IN ANY WAY BE RESPONSIBLE FOR ANY OF THE FINANCIAL OBLIGATIONS INCURRED OR CREATED BY THE FOUNDATION IN CONNECTION WITH THE CONSTRUCTION AND ERECTION OF THE MUSEUM BUILDING. D. UPON COMPLETION OF THE CONSTRUCTION AND UPON THE FOUNDATIONS ACCEPTANCE OF THE BUILDING FROM THE CONTRACTOR, THE FOUNDATION AGREES AND HEREBY BINDS ITSELF TO DONATE SUCH BUILDING TO THE CITY IN THE INTEREST OF PROVIDING A SIGNIFICANT EDUCATIONAL AND CULTURAL FACILITY FOR THE CITIZENS AND VISITORS OF CORPUS CHRISTI AND THE CITY AGREES IN ACCEPTING SUCH DONATION THAT THE BUILDING WILL THEREAFTER BE UTILIZED ONLY FOR THE ABOVE SAID PURPOSES. II To ASSURE THAT THE MUSEUM BE UTILIZED AND OPERATED IN SUCH MANNER AS TO BEST SERVE THE PUBLIC BENEFIT IN THE FIELDS OF EDUCATION AND ENJOYMENTS OF THE ARTS AND TO ENCOURAGE THE PURCHASE, OWNERSHIP DISPLAY, AND PRESENTATION OF WORKS OF ART, IT IS DESIRABLE IN THE PUBLIC INTEREST TO ESTABLISH TERMS AND CONDITIONS REGARDING THE MANAGEMENT, OPERATION, AND MAINTENANCE OF THE NEW MUSEUM. To THAT END, IT IS AGREED THAT UPON COMPLETION OF THE BUILDING AND APPROVAL OF COMPLIANCE WITH PLANS AND SPECIFICATIONS THE CITY WILL ACCEPT CONVEYANCE OF THE BUILDING AND ENTER INTO A LEASE WITH FOUNDATION, A COPY OF WHICH LEASE IS ATTACHED HERETO AND MADE A PART HEREOF, MARKED EXHIBIT "A". THE PROCEDURE REQUIRED BY THE CITY CHARTER FOR AUTHORIZING THE CITY MANAGER TO EXECUTE SUCH LEASE WILL BE FOLLOWED IN THE MAKING OF SUCH LEASE AT THE TIME OF COMPLETION OF SAID BUILDING AND THE ACCEPTANCE OF IT BY THE CITY. EXECUTED THIS THE DAY OF , 1970, IN DUPLICATE, EACH OF WHICH SHALL BE CONSIDERED AN ORIGINAL. ATTEST: CITY OF CORPUS CHRISTI BY R. MARVIN TOWNSEND APPROVED: CITY MANAGER DAY OF , 1970: CITY ATTORNEY CORPUS CHRISTI ART FOUNDATION ATTEST: BY EXHIBIT "A" LEASE AGREEMENT THE STATE OF TEXAS Q COUNTY OF NUECES 9 THE CITY OF CORPUS CHRISTI, A MUNICIPAL CORPORATION, HEREIN- AFTER CALLED "CITY ", HAVING RECEIVED CONVEYANCE OF A BUILDING SUITABLE FOR A PUBLIC ART MUSEUM FROM THE CORPUS CHRISTI ART FOUNDATION, AND DESIRING TO HAVE SAID BUILDING OPERATED BY CAPABLE SUPERVISION, ACCESSIBLE TO THE PUBLIC, AND WITH SUITABLE PROGRAMS AND FUNCTIONS DOES HEREBY LEASE AND LET UNTO CORPUS CHRISTI ART FOUNDATION, A NONPROFIT TEXAS CORPORATION, HEREINAFTER CALLED "FOUNDATION", FOR THE PERIOD OF TIME AND UNDER THE TERMS HEREINAFTER SET FORTH: THIS AGREEMENTS COVERS THE BUILDING LOCATED IN THE BAYFRONT SCIENCE PARK SITE, AS SHOWN ON THE ATTACHED PLAT. II WHENEVER USED IN THIS AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE MEANINGS ASCRIBED TO THEM AS SET FORTH IN THIS PARAGRAPH, TO -WIT: A. FOUNDATION SHALL MEAN THE CORPUS CHRISTI ART FOUNDATION, A NONPROFIT TEXAS CORPORATION. B. CITY SHALL MEAN THE CITY OF CORPUS CHRISTI, A MUNICIPAL CORPORATION. C. CITY COUNCIL SHALL MEAN THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI. D. CITY MANAGER SHALL MEAN THE CITY MANAGER OF THE CITY OF CORPUS CHRISTI. E. MUSEUM SHALL MEAN THE ART MUSEUM OF SOUTH TEXAS AND ITS SUCCESSOR. As CONSIDERATION FOR PERFORMANCE BY THE FOUNDATIONS IN COM- PLIANCE WITH THE COVENANTS AND AGREEMENTS HEREINAFTER SET FORTH REGARDING THE PROVIDING OF FUNCTIONS PROGRAMS AND EVENTS WITHIN THE MUSEUM BY OR UNDER THE AUSPICES OF THE FOUNDATION, THE CITY HEREBY COVENANTS AND AGREES TO PROVIDE CERTAIN SERVICES AND/OR FUNDS OF THE NATURE AND IN THE MANNER AS HEREINAFTER SET FORTH AND TO PERMIT THE FOUNDATION TO USE THE MUSEUM IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS CONTRACT AND ANY EXTENSIONS, RENEWALS OR ADDITIONS THEREOF; AND AS CONSIDERATION FOR THE USE OF THE MUSEUM AND THE PROVIDING OF SAID SERVICES AND/OR FUNDS BY THE CITY, THE FOUNDATION HEREBY COVENANTS AND AGREES TO OPERATE AND MANAGE THE MUSEUM IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS CONTRACT AND TO PROVIDE OR AUTHORIZE AND SUPERVISE THE PROVIDING OF FUNCTIONS, PROGRAMS AND EVENTS THEREIN INVOLVING ART ACTIVITIES, ART EDUCATION, AND SIMILAR CULTURAL FUNCTIONS IN THE MANNER AS HEREINAFTER SET FORTH. IV THE CITY AGREES TO PROVIDE THE MUSEUM WITH JANITORIAL SERVICE, INTERIOR AND EXTERIOR MAINTENANCE SERVICES, UTILITY SERVICES (EXCLUDING TELEPHONE), SECURITY SERVICES, AND FIRE AND EXTENDED INSURANCE COVERAGE ON THE BUILDING AND IMPROVEMENTS. MAINTENANCE SERVICES WILL BE LIMITED TO THE CARE AND UPKEEP OF THE PREMISES AND THE AREA SURROUNDING THE MUSEUM, INCLUDING THE AREA DESIGNATED AS "SCULPTURE GARDEN "; THE OPERA- TION AND MAINTENANCE OF THE VENTILATION SYSTEM, INCLUDING BOTH HEATING AND COOLING FACILITIES; THE MAINTENANCE OF MECHANICAL AND ELECTRICAL EQUIPMENT WHICH IS A PART OF THE MUSEUM; AND THE MAINTENANCE OF THE PHYSICAL STRUCTURE OF THE MUSEUM. SECURITY SERVICES, JANITORIAL SUP- PLIES, EQUIPMENT AND SUPPLIES NEEDED TO PROVIDE SAID MAINTENANCE SERVICES AND UTILITY SERVICES, INCLUDING WASTE DISPOSAL SERVICE, BUT EXCLUDING TELEPHONE SERVICE, SHALL BE FURNISHED TO THE MUSEUM AT THE EXPENSE OF THE CITY. THE NUMBERS PERSONNEL CLASSIFICATION AND SALARY LEVEL OF CITY EMPLOYEES PROVIDING SAID SERVICES SHALL BE AS DETERMINED ANNUALLY BY THE CITY COUNCIL THROUGH THE ADOPTION OF THE CITY'S OPERATING BUDGET. SAID CITY EMPLOYEES SHALL BE HIRED IN ACCORDANCE WITH THE APPLICABLE PERSONNEL POLICIES AND PROCEDURES OF THE CITY AND SHALL BE SUPERVISED BY AND BE RESPONSIBLE TO THE CITY MANAGER, WHO IS HEREBY AUTHORIZED TO CONSIDER THE FOUNDATION'S DIRECTOR AS A DEPARTMENT ADMINISTRATOR AND TO DELEGATE TO SAID DIRECTOR IN WRITING WHATEVER RESPONSIBILITIES WHICH, IN HIS OPINION, CAN BE BETTER ADMINISTERED BY SAID DIRECTOR. THE CITY MANAGER SHALL RETAIN FINAL AUTHORITY AND RESPONSIBILITY FOR SUCH DELEGATED RESPONSIBILITIES. THE DIRECTOR SHALL SCHEDULE THE WORK OF CITY PERSONNEL AND SERVICES WITHIN THE MUSEUM AND SUPERVISE AND DIRECT SAID PERSONNEL IN SAID WORK IN ACCORDANCE WITH APPLICABLE CITY POLICY AND DIRECTIVES FROM THE CITY MANAGER'S OFFICE. IN ADDITION TO THE SERVICES PROVIDED FOR IN THIS PARAGRAPH IV, THE CITY COUNCIL MAY, AT ITS DISCRETION, PROVIDE FUNDS TO ASSIST IN THE CARRYING OUT OF FUNCTIONS, PROGRAMS, AND EVENTS WITHIN THE MUSEUM BY OR UNDER THE AUTHORIZATION OF THE FOUNDATION IN ACCORDANCE WITH THE SPIRIT AND TERMS OF THIS CONTRACT. V ANY FURNISHINGS AND SPECIAL EQUIPMENT IN THE BUILDING, INCLUDING BUT NOT LIMITED TO DISPLAY LIGHTING, WHICH FURNISHINGS AND EQUIPMENT ARE USED IN FUNCTIONS, PROGRAMS,AND EVENTS IN THE MUSEUM SHALL, AT THE DISCRETION OF THE FOUNDATION, BE PROVIDED BY THE FOUNDATION OR BY OTHER PRIVATE SOURCES APPROVED BY THE FOUNDATION, AND SAME SHALL BE MAINTAINED BY OR UNDER THE AUTHORIZATION AND DIRECTION OF THE FOUNDATION IN A MANNER SATISFACTORY TO THE CITY. THE FOUNDATION SHALL HAVE THE RIGHT TO REMOVE FROM THE MUSEUM, OR TO AUTHORIZE AND DIRECT THE REMOVAL OFD ALL PERSONAL PROPERTY NOT BELONGING TO OR UNDER THE CUSTODY, CARE, OR CONTROL OF THE CITY UNLESS SUCH PERSONAL PROPERTY 15 ATTACHED TO THE MUSEUM IN SUCH MANNER THAT THE REMOVAL OF SAME WOULD DAMAGE THE BUILDING, IN WHICH LATTER EVENT SAID ATTACHED PERSONAL PROPERTY SHALL BECOME THE PROPERTY OF THE CITY AND SHALL NOT BE REMOVED FROM THE MUSEUM BY OR UNDER THE AUTHORIZA- TION AND DIRECTION OF THE FOUNDATION EXCEPT WITH WRITTEN CONSENT OF CITY MANAGER. ALL PERSONAL PROPERTY WHICH SHALL BECOME A PART OF THE MUSEUM AND THEREFORE THE PROPERTY OF THE CITY IN THE MANNER DESCRIBED IN THE -3- PRECEDING SENTENCE, AND ALL PERSONAL PROPERTY OF ANY NATURE, REGARDLESS OF OWNERSHIP WHICH IS OR MAY BE PLACED IN THE MUSEUM TEMPORARILY OR PERMANENTLY AND WHICH IS NOT MAINTAINED BY THE CITY IN ACCORDANCE WITH PARAGRAPH IV HEREOF SHALL BE MAINTAINED BY OR UNDER THE AUTHORIZATION AND DIRECTION OF THE FOUNDATION IN A MANNER SATISFACTORY TO THE CITY. No PROPERTY OWNED BY OR UNDER THE CARE, CUSTODY, AND CONTROL OF THE CITY SHALL BE SOLD OR OTHERWISE DISPOSED OF BY OR UNDER THE AUTHORIZATION OR DIRECTION OF THE FOUNDATION. NEITHER THE MAKING OF ANY STRUCTURAL ALTERATIONS TO THE MUSEUM, THE CONSTRUCTION OF ADDITIONS TO THE MUSEUM NOR THE CONSTRUCTION OF ADDI- TIONAL BUILDINGS ON CITY PROPERTY SHALL BE DONE BY OR UNDER THE AUTHORIZA- TION OR DIRECTION OF THE FOUNDATION WITHOUT THE PRIOR WRITTEN APPROVAL OF THE CITY COUNCIL. VI THE FOUNDATION AGREES TO OPERATE THE MUSEUM FOR THE BENEFIT OF THE GENERAL PUBLIC AND AGREES THAT THE GENERAL FUNCTIONS, PROGRAMS, AND EVENTS HELD, CONDUCTED AND/OR PRESENTED THEREIN BY OR UNDER THE AUTHORIZA- TION OF THE FOUNDATION SHALL BE OPEN AND AVAILABLE FOR THE ATTENDANCE OF AND/OR PARTICIPATION BY THE GENERAL PUBLIC. THE FOUNDATION WELCOMES THE PARTICIPATION AND SUPPORT OF THE GENERAL PUBLIC AND STIPULATES THAT ANY AND ALL LAW - ABIDING RESIDENTS OF SOUTH TEXAS ARE ELIGIBLE FOR MEMBERSHIP. IN OPERATING THE MUSEUM, THE FOUNDATION SHALL HAVE COMPLETE CONTROL OVER THE PLANNING, EXECUTION AND PRESENTATION OF ALL FUNCTIONS, PROGRAMS$AND EVENTS. FUNCTIONS, PROGRAMS, AND EVENTS EXCLUSIVELY FOR MEMBERS OF THE FOUNDATION AND/OR FOR MEMBERS OF SIMILAR CULTURAL ORGANIZATIONS MAY BE HELD, CONDUCTED OR PRESENTED IN THE MUSEUM BY OR UNDER THE AUTHORIZATION OF THE FOUNDATION ONLY AT SUCH TIMES AND ONLY IN SUCH A MANNER AS NOT TO -3A- INTERFERE WITH THE OPERATION OF THE BUILDING FOR THE BENEFIT OF THE PUBLIC DURING NORMAL OPENING HOURS. VII THE FACILITIES OF THE MUSEUM MAY BE USED BY THE CITY FOR MEET- INGS AND SIMILAR FUNCTIONS AND WITHOUT PAYMENT THEREFOR TO THE FOUNDATION PROVIDED SUCH MEETINGS AND FUNCTIONS DO NOT CONFLICT WITH PRIOR COMMIT- MENTS MADE BY THE FOUNDATION UNDER AND IN ACCORDANCE WITH THIS CONTRACT. IN ADDITION, IT IS, OF COURSE, UNDERSTOOD THAT QUALIFIED CITY OFFICIALS OR EMPLOYEES SHALL HAVE THE RIGHT TO ENTER, EXAMINE, AND INSPECT ALL PORTIONS OF THE MUSEUM AT ALL REASONABLE TIMES. AS USED IN THE PRECEDING SENTENCE, THE TERM "QUALIFIED CITY OFFICIALS OR EMPLOYEES" SHALL MEAN THE MAYOR AND OTHER MEMBERS OF THE CITY COUNCIL, THE CITY MANAGER, AND OTHER CITY OFFICIALS OR EMPLOYEES AS MAY BE AUTHORIZED BY THE CITY COUNCIL OR THE CITY MANAGER. VI11 THE FOUNDATION SHALL HAVE THE RIGHT TO AUTHORIZE INDIVIDUALS, GROUPS OF INDIVIDUALS, OR ORGANIZATIONS TO USE PORTIONS OF THE MUSEUM FOR A PURPOSE OR PURPOSES FOR WHICH THE FOUNDATION IS HEREIN AUTHORIZED TO USE THE MUSEUM, INCLUDING THE USE OF PORTIONS OF THE MUSEUM FOR OFFICE PURPOSES. ALL OF SAID USE BY SAID INDIVIDUALS OR ORGANIZATIONS SHALL BE SUBJECT TO AND IN ACCORDANCE WITH THE SPIRIT AND TERMS OF THIS CONTRACT AND SHALL BE UNDER THE DIRECTION AND SUPERVISION OF THE FOUNDATION. THE FOUNDATION SHALL NOT ENTER FOR LONGER THAN NINETY (90) DAYS INTO ANY WRITTEN CONTRACT OR AGREEMENT, INCLUDING ANY CONCESSION CONTRACT OR AGREEMENT, REGARDING THE OPERATION OR USE OF THE MUSEUM WITH- OUT THE PRIOR WRITTEN CONSENT OF THE CITY MANAGER OR CITY COUNCIL. 1N THE ORDINARY COURSE OF PROVIDING OR AUTHORIZING FUNCTIONS, PROGRAMS, AND EVENTS UNDER AND IN ACCORDANCE WITH THIS CONTRACT THE FOUNDATION MAYS WITHOUT THE PRIOR CONSENT THERETO OF THE CITY COUNCIL, ENTER INTO WRITTEN CONTRACTS AND AGREEMENTS OF A ROUTINE NATURE AND OF LESS THAN 90 DAYS DURATION, WITH -4- SUCH CONTRACTS AND AGREEMENTS BEING IN ACCORDANCE WITH AND SUBJECT TO THE TERMS AND PROVISIONS OF THIS CONTRACT. FOR ALL PURPOSES INCIDENT TO THE OBLIGATIONS, COVENANTS AND AGREEMENTS OF THE FOUNDATION CONTAINED IN THIS CONTRACT, USE OF THE MUSEUM BY SAID INDIVIDUALS, GROUPS OF INDI- VIDUALS OR ORGANIZATIONS UNDER THE AUTHORIZATION, SUPERVISION, AND DIREC- TION OF THE FOUNDATION SHALL BE DEEMED TO BE THE USE OF THE MUSEUM BY THE FOUNDATION. IX THE FOUNDATION HEREBY BINDS AND OBLIGATES ITSELF TO COMPLY WITH ALL LOCAL, STATE AND FEDERAL RULES, ORDINANCES, LAWS, REGULATIONS, AND THE PROVISIONS OF THE CHARTER OF THE CITY IN THE OPERATION AND MANAGEMENT OF THE MUSEUM AND IN ALL FUNCTIONS, PROGRAMS AND EVENTS HELD, CONDUCTED, OR PRESENTED IN THE MUSEUM. IN ADDITION, THE FOUNDATION AGREES TO REQUIRE ALL INDIVIDUALS, GROUPS OF INDIVIDUALS,AND ORGANIZA- TIONS USING THE MUSEUM IN ACCORDANCE WITH PARAGRAPH VIII HEREOF TO COMPLY WITH ALL LOCAL, STATE, AND FEDERAL RULES, ORDINANCES, LAWS, REGULATIONS, AND THE PROVISIONS OF THE CHARTER OF CITY IN USING THE MUSEUM AND IN HOLDING, CONDUCTING, OR PRESENTING FUNCTIONS, PROGRAMS, AND EVENTS THEREIN. X THE FOUNDATION SHALL CARRY WITH AN INSURANCE COMPANY OR COM- PANIES SATISFACTORY TO THE CITY A PUBLIC LIABILITY INSURANCE POLICY COVERING BODILY INJURY AND PROPERTY DAMAGE IN REASONABLE AMOUNTS AS APPROVED BY THE CITY. SAID POLICY SHALL BE SO WRITTEN AS TO FULLY PROTECT THE CITY AGAINST ALL CLAIMS FOR DAMAGES WHICH MIGHT BE ASSERTED BY ANY PERSON USING OR ENTERING THE MUSEUM. THE FOUNDATION SHALL ALSO ADEQUATELY INSURE ALL PROPERTY, EXCLUDING THE BUILDING, FOR WHICH IT IS CUSTODIAN OR TRUSTEE SO AS TO PROTECT ITSELF FROM CLAIMS WHICH MIGHT ARISE FROM THE LOSS, DAMAGE TO, OR DESTRUCTION OF SAID PROPERTY. XI THE FOUNDATION HEREBY COVENANTS AND AGREES TO ASSUME ALL RISKS OF WHATSOEVER KIND OR CHARACTER INCIDENT TO OR ARISING OUT OF THE USE, -5- OCCUPANCY, OR MANAGEMENT AND OPERATION OF THE MUSEUM BY THE FOUNDATION UNDER THIS CONTRACT AND DOES HEREBY COVENANT AND AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS AGENTS, OFFICERS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL SUITS, CLAIMS FOR DAMAGES, OR INJURIES TO PERSONS OR PROPERTY, WHETHER REAL OR ASSERTED, ARISING OUT OF BOTH BODILY INJURY ACCIDENTS AND PROPERTY DAMAGE ACCIDENTS TO THE PUBLIC, INVITEES, OR GUESTS OR RESULTING, DIRECTLY OR INDIRECTLY, FROM THE USE AND OCCUPANCY OF THE MUSEUM BY OR UNDER THE AUTHORIZATION OF THE FOUNDATION. THE FOUNDATION COVENANTS AND AGREES NOT TO ASSERT AGAINST THE CITY ANY IMMUNITY OR EXEMPTION (STATUTORY OR OTHERWISE) FROM AND AGAINST LIABILITY FOR DAMAGE OR INJURY TO PROPERTY OR PERSONS, AND THE FOUNDATION HEREBY EXPRESSLY WAIVES ANY SUCH RIGHT TO PLEAD OR OTHERWISE SET UP DEFENSIVELY SUCH IMMUNITY OR EXEMPTION AS AGAINST THE CITY. XI THE FOUNDATION COVENANTS AND AGREES THAT DURING THE LIFE OF THIS CONTRACT IT SHALL PROCURE AND MAINTAIN IN EFFECT'INDIVIDUAL FIDELITY BONDS TO INDEMNIFY THE CITY AGAINST LOSS RESULTING FROM MISFEASANCE OR NONFEASANCE OF EACH OFFICER, MEMBER AND /OR EMPLOYEE OF THE FOUNDATION WHO RECEIVES, HANDLES AND /OR DISBURSES MONEY IN ANY FORM AND IN ANY MANNER FOR OR ON BEHALF OF THE FOUNDATION, SUCH BONDS BEING SUBJECT TO THE APPROVAL OF THE CITY AS TO TERM AND CONDITIONS, AMOUNTS OF COVERAGE, AND COMPANY FROM WHICH PURCHASED. XIII THE FOUNDATION AGREES TO KEEP AND MAINTAIN, IN A MANNER RECOMMENDED BY A C.P.A., ACCEPTABLE TO THE CITY, ADEQUATE BOOKS AND RECORDS SHOWING ITS RECEIPTS AND DISBURSEMENTS. IN ADDITION, THE FOUNDATION AGREES TO HAVE AN AUDIT AND REPORT THEREOF OF SUCH BOOKS AND RECORDS MADE EACH YEAR BY AN AUDITOR WHO IS INDEPENDENT OF THE MANAGEMENT OR BOARD OF THE FOUNDATION BUT WHO MAY BE A MEMBER OF THE FOUNDATION, AND TO FURNISH THE CITY COUNCIL WITH A COPY OF THE REPORT OF SUCH AUDIT EACH YEAR, CERTIFIED AS TO TRUTH AND ACCURACY BY THE AUDITOR MAKING SAME. SUCH AUDIT REPORT SHALL INCLUDE, BUT NOT BE LIMITED TO, A BALANCE SHEET AND A COMPLETE STATEMENT OF RECEIPTS AND DISBURSEMENTS FOR THE PRECEDING YEAR. -6- XIV THE FOUNDATION MAY MAKE OR AUTHORIZE THE MAKING OF REASONABLE ADMISSION, ATTENDANCE, OR TUITION CHARGES FOR ATTENDANCE AT AND/OR PARTICIPATION IN PROGRAMS, EVENTS AND FUNCTIONS CONDUCTED BY OR UNDER THE AUTHORIZATION OF THE FOUNDATION IN THE MUSEUM, AND MAY MAKE REASON- ABLE CHARGES TO INDIVIDUALS, GROUPS OF INDIVIDUALS OR ORGANIZATIONS FOR THEIR USE OF THE MUSEUM. ALSO THE FOUNDATION MAY MAKE OR AUTHORIZE THE MAKING OF REASONABLE CHARGES FOR ANY ITEMS SOLO AT THE MUSEUM IN CONNEC- TION WITH ACTIVITIES THEREIN. THE ADMISSIONS, DUES, RENTALS, AND OTHER CHARGES REFERRED TO IN THIS PARAGRAPH XIV SHALL BE DEEMED TO BE REASON- ABLE SO LONG AS THEY ARE WITHIN THE RANGE OF CHARGES MADE BY OTHER SIMILAR MUSEUMS LOCATED IN TEXAS FOR SIMILAR PURPOSES AND APPLY TO ALL INDIVIDUALS OR GROUPS WITHOUT DISCRIMINATION. A SCHEDULE OF SUCH CHARGES SHALL BE APPROVED BY THE FOUNDATION, AVAILABLE TO THE PUBLIC ON REQUEST. SUCH FUNDS AS MAY BE REALIZED BY THE FOUNDATION FROM CHARGES MADE IN ACCORDANCE WITH THIS PARAGRAPH SHALL BE USED BY THE FOUNDATION IN THE OPERATION, DEVELOPMENT, AND MANAGEMENT OF THE MUSEUM AND ITS RESOURCES. XV IT 1S FURTHER UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES HERETO THAT THIS CONTRACT SHALL BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO, BUT NO ASSIGNMENT BY THE FOUNDATION SHALL BE VALID WITHOUT THE PRIOR WRITTEN APPROVAL OF THE CITY COUNCIL. XVI IN CASE OF ANY BREACH BY THE FOUNDATION, OR BY ANY INDIVIDUAL, GROUPS OF INDIVIDUALS, OR ORGANIZATIONS ACTING UNDER THE AUTHORIZATION OF THE FOUNDATION OF ANY OF THE OBLIGATIONS, COVENANTS, OR AGREEMENTS CON- TAINED IN THIS CONTRACT, THE CITY COUNCIL SHALL HAVE THE RIGHT TO TERMINATE THIS CONTRACT AND AGREEMENT AT ANY TIME AFTER IT SHALL HAVE GIVEN THE PRESIDENT OF THE FOUNDATION WRITTEN NOTICE OF ITS INTENT TO TERMINATE AND ALLOWED AT LEAST FORTY -FIVE (45) DAYS FOLLOWING THE GIVING OF SUCH NOTICE OF THE SITUATION CAUSING SUCH NOTICE TO BE GIVEN TO BE CORRECTED. IT IS PROVIDED, HOWEVER, THAT THE CITY COUNCIL SHALL HAVE THE RIGHT TO TERMINATE -7- THIS CONTRACT AND AGREEMENT IMMEDIATELY UPON A FINDING BY IT OF THE TERMINA- TION OF THE CORPORATE EXISTENCE, OR THE BANKRUPTCY OR THE INSOLVENCY OF THE FOUNDATION. THE FOUNDATION COVENANTS AND AGREES THAT UPON THE TERMINA- TION OF THIS CONTRACT FOR ANY REASON, INCLUDING THE EXPIRATION OF THE TERM HEREOF, (1) THE FOUNDATION, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, SHALL IMMEDIATELY QUIT AND VACATE THE PREMISES OF THE MUSEUM; (II) THE FOUNDATION SHALL CAUSE THOSE INDIVIDUALS, GROUPS OF INDIVIDUALS OR ORGANIZATIONS WHO MAY BE USING THE MUSEUM UNDER THE AUTHORIZATION OF THE FOUNDATION TO QUIT AND VACATE THE PREMISES OF THE MUSEUM; AND 111) THE FOUNDATION SHALL REMOVE OR CAUSE TO BE REMOVED FROM THE MUSEUM ALL PERSONAL PROPERTY NOT BELONGING TO OR UNDER THE CARE, CUSTODY, AND CONTROL OF THE CITY, EXCEPTING SUCH PERSONAL PROPERTY AS MAY HAVE BECOME A PART OF THE MUSEUM IN ACCORDANCE WITH PARAGRAPH VI HEREOF. THE FOUNDATION HEREBY EXPRESSLY WAIVES ANY RIGHT TO CONTEST OR IN ANY WAY DEFEND AGAINST THE RIGHT OF THE CITY, UPON SUCH TERMINATION OR EXPIRATION OF THIS CONTRACT AND AGREEMENT, TO REQUIRE THE FOUNDATION TO COMPLY WITH THE COVENANT AND AGREEMENT IN THE PRECEDING SENTENCE HEREOF. XVII THIS CONTRACT CONTAINS ALL OF THE PROVISIONS AGREED UPON BY THE PARTIES HERETO AND DISPLACES ALL PREVIOUS VERBAL OR ORAL AGREEMENTS. THIS CONTRACT SHALL BE CONSTRUED AS A CONTRACT CONCERNING A GIFT TO THE CITY OF CORPUS CHRISTI, AND ALL OF THE REAL PROPERTY IMPROVEMENTS SHALL BE THE PROPERTY OF THE CITY EXCEPT WHERE HEREIN SPECIFICALLY EXCLUDED. THE FURTHER PROVISIONS OF THIS AGREEMENT, CONCERNING THE RIGHT AND OBLIGA- TIONS OF THE PARTIES CONCERNING THE USE, OPERATIONS, AND MAINTENANCE OF THE MUSEUM OR PARTS THEREOF, SHALL BE CONSTRUED TO BE A LEASE OF THE SAME AND FOR SUCH MAXIMUM PERIOD AS IS PERMITTED BY THE CITY CHARTER TO BE GRANTED WITHOUT THE NECESSITY OF AN ELECTION. CITY COUNCIL AGREES THAT DURING THE PERIOD THIS LEASE IS IN FORCE IT WILL, UPON REQUEST OF FOUNDATION, SUBMIT FOR APPROVAL TO THE VOTERS OF THE CITY ON THE SAME DAY THAT OTHER •8- ELECTIONS ARE SCHEDULED, A LEASE CONTAINING SIMILAR TERMS AND CONOI.- TIONS AS THOSE HEREIN SET FORTH FOR A PERIOD OF THIRTY (30) YEARS. XVIII THIS LEASE SHALL BE FOR A TERM OF FIVE (5) YEARS BEGINNING WITH THE EFFECTIVE DATE HEREOF. THIS CONTRACT IS EXECUTED IN DUPLICATE ORIGINALS AT CORPUS CHRISTI THIS THE DAY OF , 19 ATTEST: CITY OF CORPUS CHRISTI CITY SECRETARY APPROVED: DAY OF , 19 : CITY ATTORNEY ATTEST: BY R. MARVIN TOWNSEND CITY MANAGER CORPUS CHRISTI ART FOUNDATION BY x2c'd V .6/6/1 Vd - A/�7 -u NS r7/Y1 is Corpus Christi, 10 k exas /�'/� day of TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, a public emergency and imperative necessity exist for the suspen- sion of the Charter rule or requirement that no ordinance or resolution shall be passed finally on the date it is introduced, and that such ordinance or resolution shall be read at three meetings of the City Council; 1, therefore, request that you suspend said Charter rule or requirement and pass this ordi- nance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, MAYOR /A, THE CI The Charter rule was suspended by the following vote. Jack R. Blackmon Gabe Lozano, Sr. V. A. "Dick"Bradley, Jr. Eduardo E. de Ases Ken McDaniel W. J. "Wrangler" Roberts Ronnie Sizemore C The above ordinance was passed by the following vote: Jack R. Blackmon Gabe Lozano, Sr. V. A, "Dick" Bradley, Jr. Eduardo E. de Ases Ken McDaniel W. J. "Wrangler" Roberts Ronnie Sizemore 197D CHRISTI, TEXAS 0 • City of Corpus Christi Legal Department