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HomeMy WebLinkAbout14776 ORD - 02/21/1979•ikh:1_17_79;lst AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT WITH THE CORPUS CHRISTI ART FOUNDATION FOR OPERATION AND USE OF THE ART MUSEUM OF SOUTH TEXAS FOR A TERM OF FIVE YEARS, ALL AS MORE FULLY SET FORTH IN THE LEASE AGREEMENT, A SUBSTANTIAL COPY OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF, MARKED EXHIBIT "A". BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager be and he is hereby authorized to execute a lease agreement with the Corpus Christi Art Foundation for operation and use of the Art Museum of South Texas for a term of five years, all as more fully set forth in the Lease Agreement, a substantial copy of which is attached hereto, marked Exhibit "A", and made a part hereof. MICROFILMED `JUL 0 8 ma 14776 LEASE AGREEMENT THE STATE OF TEXAS I COUNTY OF NUECES The City of Corpus Christi, a municipal corporation, hereinafter called "City", having received conveyance of a building for a Public Art Museum from the Corpus Christi Art Foundation, and said Foundation having operated the Art Museum of South Texas under an original lease dated February 18, 1970 and amended March 19, 1973, for 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: I This agreement covers the building located in the Bayfront Arts & Science Park known as the Art Museum of South Texas. 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. III As consideration for performance by the Foundation, in compliance with the covenants and agreements hereinafter set forth regarding the pro- viding 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 herein- after 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 A. The City agrees to pay directly to the supplier the cost of electricity, water, sewage collection, gas and garbage collection and the cost of fire and extended coverage insurance on the structure of the building. These services will be provided by the City and paid for directly by the City. B. City will pay to Foundation an agreed maximum sum each fiscal year as the agreed cost of providing janitorial services, 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, the operation and maintenance of the ventilation system, including both heating and cool- ing 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 supplies, 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. C. The amount to be paid by the City to the Foundation shall be as adopted by the City Council in the approved City fiscal year budget. When the City has paid the budgeted amount for the above services and expendi- tures, it shall have no other obligation to the Foundation for maintenance, -2- • custodial, or security expenditures except expenditures for maintenance of the grounds beyond the outside walls for which the City shall be directly ' responsible. The City will not reimburse the Foundation should it incur expenditures for outside ground maintenance without prior approval of City. D. The Foundation shall submit annually its budget request, according to the City's regular budget procedure. The request will be subject to the usual review and appropriation process. The Foundation will submit requests for payment monthly in a form approved by the City, indicat- ing by purpose of expenditure the expenses incurred and the amount requested to be paid by City and City shall pay such requested amounts until the total appropriation for payment to the Foundation for the particular fiscal year has been expended. Each such request for reimbursement shall be approved by an officer of the Foundation or an employee authorized in writing by the Foundation to submit such requests. E. The City Council may, at its discretion, provide additional funds to assist in the carrying out of functions, programs, and events within the Museum by or under the authorization of the Foundation in accord- ance with the spirit and terms of this contract. Y 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 discre- tion 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 of, all personal property not belong- ing to or under the custody, care, or control of the City unless such personal property is 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 authorization and direction of the Foundation except with written consent of City Manager. All personal property which -3- shall became a part of the Museum, and therefore the property of .the City in the manner described in the 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 authoriza- tion 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 additional buildings on City property shall be done by or under the authorization 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 con- trol over the planning, execution and presentation of all functions, pro- grams, 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 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 meetings and similar functions and without payment therefor to Foundation provided -4- • such meetings and functions do not conflict with prior commitments 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. VIII 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 without the prior written consent of the City Manager or City Council. In the ordinary course of providing or authorizing functions, programs, and events under and in accordance with this contract the Foundation may, 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 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 individuals or organizations under the authorization, supervision, and direction 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 -5- 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 organizations 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 the 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 companies 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, 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. -6- XII 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 recom- mended 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 Department of Finance 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. XIV The Foundation may make or authorize the making of reasonable admission, attendance, or tuition charges for attendance at and/or partici- pation in programs, events and functions conducted by or under the authoriza- tion of the Foundation in the Museum, and may make reasonable 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 sold at the Museum in connection with activities therein. The admissions, dues, rentals, and other charges referred to in this Paragraph XIV shall be deemed to be reasonable 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 discrimi- nation. A schedule of such charges shall be approved by the Foundation, -7- 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 is 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 contained 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 this contract and agreement immediately upon a finding by it of the termination of the corporate existence, or the bankruptcy or the insolvency of the Foundation. The Foundation covenants and agrees that upon the termination of this contract for any reason, including the expiration of the term hereof, (i) 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 (iii) 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 V 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 -8- 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 obligations 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 the Foundation, submit for approval of the voters of the City on the same day that other elections are scheduled, a lease containing similar terms and conditions 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 , 1979. ATTEST: CITY OF CORPUS CHRISTI City Secretary APPROVED: DAY OF , 1979: J. BRUCE AYCOCK, CITY ATTORNEY By Assistant City Attorney Director of Finance ATTEST: Secretary By R. Marvin Townsend, City Manager CORPUS CHRISTI ART FOUNDATION By • That the foregoing ordinance was read fo he first time and pas ed to its second reading on this the /7 day of . 19 7 ' , by the following vote: Gabe Lozano, Sr. Bob Gulley David Diaz Ruth Gill Joe Holt Tony Juarez, Jr. Edward L. Sample That the foregoing ordinance was read for third reading on this the ,2,f- day of j , 1977, by the following vote: Gabe Lozano, Sr. Bob Gulley David Diaz Ruth Gill Joe Holt Tony Juarez, Jr. Edward L. Sample That the foregoing ordinanc raw read for the third time and passed finally on this the / day of may` . ,'9 7i , by the following vote: e second time and passed to its Gabe Lozano, Sr. Bob Gulley David Diaz Ruth Gill Joe Holt Tony Juarez, Jr. Edward L. Sample PASSED AND APPROVED, this the a/ day of ��,r,� � , 19 f. ATTEST: J ta� -� 'City Secre ry APPROVED: 1'1 DAY OF Y ,i97 : MAYOR TeE CITY ' ' " CHRISTI, TEXAS J. BRUCE AYCOCK, CITY ATTORNEY By ssistant City At orney 147eS , STATE OF TEXAS, kss: County of Nueces. J PUBLISHER'S AFFIDAVIT Before me, the undersigned, a Notary Public, this day personally came who being first duly sworn, according to law, says that he is the ACCOUNTING CLERK of the Corpus Christi Caller and The Corpus Christi Times, Daily Newspapers published at Corpus Christi, Texas, in said County and State, and that the publication of ,PUBLIC NOTICE NOTICE IS HEREBY GIVEN ! GIVEN MEAT XH CITY COUNCIL OFJ a,ari., ,_gUxoyPa ON. of which the annexed is a tree copy, wes published in CAT.T.FR.. 9TNFC on the.9__ day of.-.1.0ium .._.. 197. ,, and once each_.._._._..._.__thereafter consecutive. Times. Subscribed and sworn to before me this__ 1 .. deMOOLjNSRi 19....19 1�Vota Public, Nnecee County, Texas W.W.GLENN PUBLIC NOTICE Notice is hereby given that the City Council of the C:l' cl Corpus Chris'has, c day of Januar,y, 1979 approved on second rea,;ng, previously approved on first reading on the 17th day of January,1979, an or- dinance authorizing a lease agreement with the Corpus Christi Art Foundation for oyer- alion end use of the Art Mo- seum of South Texas fora term of five years. The full text of this ordinance. Is available to the public In the Office of tttd City Secretary. WITNESS my hand this 25th I , day of Januar, 1979. r= .9 -Bill G. Read; City Secretary _ __ _ Carpus Christi, Taxes.., • PUBLISHER'S AFFIDAVIT STATE 'OF TERAS, L . County of Nueces. Before me, the undersigned, a Notary Public, this day personally came ..... .. _ CM SMOLINSRI _ _ _ , who being first duly sworn, according to law, says that he is the ACCOUNTING�LERRof the Corpus Christi Caller and The Corpus Christi Times, Daily Newspapers published at Corpus Christi, Texas, in said County and State, and that the publication of NOTICEIS HEREBY THAT THE CITY COUNCIL OF THE CITY COUNCIL OF THE CITY • of which the annexed is a true copy, was published in CALLER AND TIMES on the 2Z day of, . JAN 19_._Zind once each_..._._.__thereafter for_______ — —.__—__-Times. 14.00 Subscribed and sworn to before me this_ 30 PUBLIC NO7iCE Notice O' erebY ger• ' -,at I o City Council the JM ouncll of the Cli17th ohpuot hnua has, 1� apMoV90,on first anuarv, ending, an ordinance author. with xing a leasaagreeme^ t _o on �atioChrnti lisrl and use of then Art seam of South Texas for e m of five years. The full text this ordinance Isavailable the e public In the Mice ICY 5aretarY. ,and this 111th WITNESS mY aY of January. I979. BIII G. Read City Secretary Corpus Christi, Texas • • •