HomeMy WebLinkAbout021068 ORD - 01/15/1991AN ORDINANCE
AUTHORIZING THE EXECUTION OF A FIVE-YEAR LEASE
AGREEMENT WITH THE CORPUS CHRISTI ART FOUNDATION
CONCERNING THE ART MUSEUM OF SOUTH TEXAS BUILDING.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS
CHRISTI, TEXAS;
SECTION 1. That the City Manager is hereby authorized to execute a five-
year lease agreement of the Art Museum of South Texas Building to the Corpus Christi Art
Foundation, 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.
\ORD-RES\90197
021
MICROFILMED
ART MUSEUM
LEASE AGREEMENT
THE STATE OF TEXAS
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, and subsequent leases dated October 2,
1979, and January 10, 1986, 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:
1.
This agreement covers the building located in the Bayfront
Arts and 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.
As consideration for performance by the Foundation, in
compliance 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
a:90RP001.007 1
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.
A. The City agrees to provide and pay the cost of fire and
extended coverage insurance on the structure of the building as
part of the City's insurance program.
B. City will pay to Foundation an agreed maximum sum each
fiscal year toward the cost of providing janitorial services,
interior and exterior maintenance services, utility services
(including electricity, water, sewage collection, gas and garbage
collection, but excluding telephone); security services; 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 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 and
janitorial services shall include labor, equipment and supplies
needed to provide said services.
City will maintain exterior grounds. City will use its
best efforts to provide adequate parking and access to parking
for Museum members and guests including providing signs directing
visitors to the north parking lot. City and City's agents will
endeavor to provide at least thirty (30) days advance notice of
an event using the barge dock area which will limit access or
preclude visitor parking.
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 expenditures, it shall have no other
obligation to the Foundation for maintenance, utilities,
insurance, 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.
a:90RP001.007 2
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 the amount of one -twelfth of the annual budget 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 accordance with the spirit and
terms of this contract.
F. The Foundation recognizes that the continuation of any
expenditure by the City, after the close of any fiscal year of
the City, which fiscal year ends on July 31 of each year, shall
be subject to appropriations and budget approval providing for
such expense as an expenditure in said budget. The City does not
represent that said budget item will be actually adopted, said
determination being within the sole discretion of the City
Council at the time of adoption of such budget.
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 manndr
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 belonging 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 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, 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, control of the City shall be sold or otherwise
disposed of by or under the authorization or direction of the
Foundation.
a:90RP001.007 3
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. Exterior
signs may be installed, subject to prior written approval of the
City Manager.
Subject to zoning regulations, the Foundation shall be
entitled to install lettering on the side of the Museum building
showing the name of the facility to create visibility to traffic
from North Beach and along Ocean Drive. The Museum shall also be
entitled to drape from the side of the Museum temporary signs in
the form of large banners announcing exhibits without having to
procure the prior approval of the City provided that such banners
are in compliance with zoning requirements and can be removed if
objected to by the City after installation. Nothing in this
paragraph shall be construed to require the City to approve art
work placed on the Museum walls or sculptures placed on the
Museum grounds, whether part of a temporary exhibit or a
permanent exhibit.
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 authorization 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 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 provided such meetings and
functions do not conflict with prior commitments made by the
Foundation under and in accordance with the contract. City shall
not be required to make any payment therefor to Foundation other
a:90RP001.007 4
than reimbursement for any extra costs for security personnel,
overtime to staff employees, and other out of pocket expenses
incurred by the Foundation in making the facility available. The
City agrees to enter into a facility use contract of the type
utilized by the Museum for outside groups. 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 a 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, exhibits, 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 more 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 6f
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 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
a:90RP001.007 5
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 comprehensive general
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 name the City as additional
insured. 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. The
Foundation shall also carry workers' compensation insurance as
applicable by law.
A copy of the Certificate of Insurance shall be provided to
the City's Risk Management Department, prior to the execution of
this Agreement. The Policy shall provide that the City be given
at least thirty (30) days written notice of cancellation,
material change, or intent not to renew any insurance coverages
required hereunder. Upon the City's written request, the lessee
shall provide copies of all insurance policies.
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 dr
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. This indemnification and hold harmless
agreement shall hold without regard to the City, the City
Council, and its agents and employees being in any manner legally
at fault due to negligence or sole negligence, whether such
negligence be contractual, comparative or concurrent, simple or
gross or any other degree or type of negligence. Except as
expressly stated below for the benefit of the City, nothing in
this paragraph is intended to limit or restrict in any way any
rights, benefits, protections, or limitations the Foundation may
be entitled to under the Charitable Immunity and Liability Act of
1987 (Chapter 84, Civil Practice and Remedies Code of Texas,
V.T.C.A.).
a:90RP001.007 6
The Foundation and City agree that upon any claim or
allegation of liability by a third party arising from or in
connection with the use, occupancy, or management and operation
of the Museum, each party shall assert all defenses, either
statutory or otherwise, providing for limitations or exemptions
from liability. Only upon a finding or judgment of liability
against the City shall the Foundation agree not to assert against
the City any immunity or exemption and hereby expressly waives
any such right to plead such immunity or exemption as against the
City in such event.
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 purchases. A copy of such coverage shall be submitted to
the City's Risk Management Department prior to the execution of
this Agreement.
XIII.
The Foundation agrees to keep and maintain, in a manner
recommended by a CPA 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 yeaf,
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 participation in programs, events and
functions conducted by or under the authorization 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
a:90RP001.007 7
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 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 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 an
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 tile
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, uponsuch termination or expiration of this contract
and agreement, to require the Foundation to comply with the
covenant and agreement in the preceding sentence hereof.
a:90RP001.007
8 r�
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. 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 not
years, beginning the later of March 1, 1991,
following approval by the City Council in
City Charter, and expiring February 28, 1996.
This contract is executed in duplicate
Christi, this the day of
more than five (5)
or the earliest date
accordance with the
originals at Corpus
ATTEST: CITY OF CORPUS CHRISTI
City Secretary
APPROVED:
By:
DAY OF , 19
Assistant City Attorney
By:
ATTEST: CORPUS CHRISTI ART FOUNDATION
Secretary
a:90RP001.007 9
By:
That the foregoing ordinance was reador the first e and passel- to
its second reading on this the /f day of kittiAt
19q , by the following vote:
Betty N. Turner
Cezar Galindo
Leo Guerrero
Edward A. Martin
Joe McComb
Clif Moss
Tom Hunt Mary Rhodes
Frank Schwing, Jr. i)L
That the foregoing ordinance was read or the secon� time/a^n,� passed
to is third reading on this the day ofr` L
19110 , by the following vote: /r
Betty N. Turner, Edward A. Martin
Cezar Galindo 6Liy, Joe McComb
Leo Guerrero Clif Moss
Tom Hunt ! , Mary Rhodes (1/%
Frank Schwing, Jr.
That the foregoing ordinance waw- re d for the third time and passed
finally on this the / C day o f uttt (� k� , 19C,/ , by the
following vote:
Betty N. Turner
Cezar Galindo
Leo Guerrero
Tom Hunt
/ •�
n
�& J1.
Edward A. Martin !
PUBLISHER'S AFFIDAVIT
State of Texas,
County of Nueces } ss:
CITY OF CORPUS CHRISTI
Ad #32427
PO #
Before me, the undersigned, a Notary Public, this day personally,
came Rosie A. Mendez, who being first duly sworn, according to
law, says that she is Advertising Receivables Supervisor of the
Corpus Christi Caller -Times, a daily newspaper published at
Corpus Christi in said County and State, generally circulated in
Aransas, Bee, Brooks, Cameron, Duval, Hidalgo, Jim Hogg, Jim
Wells, Karnes, Kenedy, Kleberg, Live Oak, Nueces, Refugio, San
Patricio, Victoria, and Webb Counties, and that the publication
of NOTICE OF PASSAGE OF ORDINANCE ON 1ST READING AUTHORIZING
which the annexed is a true copy, was published in the Corpus
Christi Caller -Times on the 16th day of December 1990.
One Time(s)
$ 31.05
Advertising Receivables Supervisor
Subscribed and sworn to before me this 19th day
of December , 1990.
Qkbra UuTatieaS
Notary Public, Nueces County, Texas
My commission expires on
lROTICE OF PASSAGE OF
ORDINANCE ON
1ST READING
AUTHORIZING THE EXECU-
TION OF A FIVE-YEAR LEASE
AGREEMENT WITH THE
CORPUS CHRISTI ART FOUN-
DATION CONCERNING THE
ART MUSEUM OF SOUTH
TEXAS BUILDING.
The ordinance was passed
and approved on first reading
by the City Council of the City
of Corpus Christi, Texas on
the 11th day of December,
1990.
A copy of the hill text of
the ordinance is available to
the public at no charge in the
office of the City Secretary.
/s/Armando Chapa
City Secretary _
City of Corpus Christi £
PUBLISHER'S AFFIDAVIT
State of Texas,
County of Nueces ) ss:
CITY OF CORPUS CHRISTI
Ad #76794
PO #
Before me, the undersigned, a Notary Public, this day personally
came Rosie A. Mendez, who being first duly sworn, according to
law, says that she is Advertising Receivables Supervisor of the ,
Corpus Christi Caller -Times, a daily newspaper published at
Corpus Christi in said County and State, generally circulated in
Aransas, Bee, Brooks, Cameron, Duval, Hidalgo, Jim Hogg, Jim
Wells, Karnes, Kenedy, Kleberg, Live Oak, Nueces, Refugio, San
Patricio, Victoria, and Webb Counties, and that the publication
of NOTICE OF PASSAGE OF ORDINANCE ON 2ND READING AUTHORIZING THE
which the annexed is a true copy, was published in the Corpus
Christi Caller -Times on the 23rd day of December 1990.
One Time(s)
$ 31.05
- / ) P
Advertising Receivables S ervisor
Subscribed and sworn to before me this 26th day
of December , 1990.
Notary Public, Nueces County, Texas
My commission expires on
NOTICE OF PASSAGE
OF ORDINANCE
AUT :BI
TION OFAFIVE-TAAR LEASE
AGREEMENT WITH THE,
CORPUS CHRISTI ART FOUN-
DATION CONCERNING THE
TEXASMUSEUM SOUTH
The ordinance was paned
and approved onsecond
reading by the City Council
of the City of Corpus
Christ7SM day Texas
f Dece tom. 1990.
A coPY of the full teat of
the ordinance is available to
the public at no charge In the
office of the /e/ Armando Ch
City -of
City
Christi
PUBLISHER'S AFFIDAVIT
Acct. # 0053-18438
State of Texas, ]CITY OF CORPUS CHRISTI
County of Nueces ) ss: Ad #35453
PO #
Before me, the undersigned, a Notary Public, this day personally came
Annette Mendoza, who being first duly sworn, according to law, says
that she is an Accounting Clerk of the Corpus Christi Caller -
Times, a daily newspaper published at Corpus Christi in said County
and State, generally circulated in Aransas, Bee, Brooks, Cameron,
Duval, Hidalgo, Jim Hogg, Jim Wells, Karnes, Kenedy, Kleberg, Live
Oak, Nueces, Refugio, San Patricio, Victoria, and Webb Counties, and
that the publication of"NOTICE OF PASSAGE OF ORDINANCE NO.021068"
of which the annexed is a true'copy, was published in the Corpus
Christi Caller -Times on the 20th day of January 1991 , and each
day thereafter for -0, consecutive day(s).
1 Times
Nle
g 24.30 Accounting Clerk
S r be l a before me this 21at day, of January , 1
DEBRA VILLARREAL
Notary Public, Nueces County, Texas
My commission expires on 4-24-93
NOTICE OF PASSOF
ORDINANCE NO.
its B -
AUTHORIZING -THE. *EXECU-
TION:OF A FIVE -TE LEASE
AGREEMENT WITH THE
CORPUS CHRfSTI AR ¢OUN-
DATION CONCERNI THE
ART MUSEUM OF UTH
TEXAS BUILDING.
The ordinance was
and approved on third
reeding by the City C
of the City of Corpus°
Christi, Texts pn the
15th day of January;'
/s/Arfna
City
City. of C
1
NOTICE OF PASSA4 OF
ORDINANCE NO. 021068
AUTHORIZING THE -EXECU-
TION OF A FIVE-YEA LEASE
AGREEMENT WITH THE
CORPUS CHRISTI ART %JUN -
DATION CONCERNIN THE
ART MUSEUM OF OUTH
TEXAS BUILDING.
The ordinance was assed
and approved on third
reading by the City C ncil
of the City of Corpus
Christi, Texas on the
15th day of January, 991.
/s/Armandq Chapa
City Stretary
City of CorpusgChrieti