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HomeMy WebLinkAbout021633 ORD - 04/13/1993April 28, 1993 On April 22, 1993, an error was discovered on the numbering of the following resolutions/ordinances. The resolutions/ordinances have been renumbered, and the corrected copies are on file in the City Secretary's Office: 'ASSDESCRIPTION 021624 Returns and Results - April 3, 1993 021624-1/2 021610 Resolution on Landfill Regulations 021630 021611 Mercantile Bank 021631 021612 Street Closings - Naval Air Station 021632 021613 Lease - Las Carabelas 021633 n -D1 Armando Chapa v City Secretary 1 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A ONE-YEAR LEASE AGREEMENT WITH THE LAS CARABELAS COLUMBUS FLEET ASSOCIATION COMMENCING MAY 1, 1993, AS SET FORTH IN EXHIBIT A; PROVIDING FOR SEVERABILITY; AND DECLARING AN EMERGENCY NOW, THEREFORE, 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 one-year lease agreement with the Las Carabelas Columbus Fleet Association, a copy of which is attached hereto as Exhibit A and made part hereof. SECTION 2. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 3. That upon written request of the Mayor or five Council members, copy attached, to find and declare an emergency due to the need for the immediate and efficient utilization of physical resources in the City and the need for immediate action necessary for the efficient and effective administration of City affairs, such finding of an emergency is made and declared requiring suspension of the Charter rule as to consideration and voting upon ordinances at three regular meetings so that this ordinance is passed and shall take effect upon first reading as an emergency measure this the 13th day of April, 1993. AT ST: / 14 City Secretary MAY R j'� ., CITY OF US CHRISTI APPROVED: Aw _� DAY OF /'PIPE; l , nen JAMES R. BRAY JR., CITY ATTORNEY By \ord\93025.skp City Attorney 021633 STATE OF TEXAS COUNTY OF NUECES LEASE AGREEMENT 5 S S KNOW ALL BY THESE PRESENTS: This Lease Agreement is made and entered into by and between the City of Corpus Christi, Texas, a municipal corporation (the "City") and the Las Carabelas Columbus Fleet Association, a Texas nonprofit corporation (the "Association") on the terms and conditions hereinaf- ter set forth. 1. LEASE PREMISES: The City in consideration of the Associa- tion's faithful performance of the covenants described herein, leases to the Association the land described on Exhibit A attached hereto and incorporated by reference, hereinafter called the "Leased Land". 2. TERM: The term of this Lease shall commence at 12:01 a.m. May 1, 1993, and shall continue until midnight, April 30, 1994. 3. RENTAL: The Association agrees to pay to the City, or its designated agent, rentals in the amount of ONE DOLLAR ($1.00) per year, then, in advance, on the first day of the Lease. This consideration is given in addition to the other covenants and obligations of the Association provided under this Lease Agreement. 4. PERMITTED USE: The Leased Land shall be used for the berthing of the three Columbus ships, being the Nifia, the Pinta and the Santa Maria (herein "Las Carabelas"), and their operation by the Association as a museum, together with any and all related uses authorized for organizations exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as April 8, 1993 amended. The Association shall operate Las Carabelas as a museum and endeavor meet all requirements of the Spain '92 Foundation for maintaining the vessels. The Association shall maintain hours of operation open to the public and admission fees similar to comparable attractions. 5. IMPROVEMENTS: The Association agrees to construct any improvements on the Leased Land according to plans and specifications consistent with the conceptual plan presented to the City attached as Exhibit B hereto and as otherwise approved by the City Manager, or his designee. Such plans and specifications shall provide for the berthing of Las Carabelas on the Leased Land and all other improve- ments necessary for their operation as a museum facility. 6. COMPLIANCE WITH LAWS: The Association agrees to comply with all laws, ordinances, orders, rules, regulations and require- ments of federal, state and local governments, and of all of their departments, applicable to the Leased Land. 7. WETLANDS: The Leased Land may contain officially designat- ed wetlands, and the Association agrees that said wetland areas will not be altered, damaged or constructed upon unless the proper permit has been obtained from the appropriate regulating entities. The Association shall be responsible for obtaining all such necessary permits and completing any required mitigation. Any such mitigation project shall be considered a necessary and related construction project for the improvements contemplated to be constructed under this Lease Agreement. -2- April t, 1993 8. MAINTENANCE: The Association accepts the Leased Land in its present condition, AS IS and WITH ALL FAULTS. The Association shall throughout the term of this Lease Agreement take good care of the Leased Land, including the mooring, piers, ticket booths and all other improvements located thereon, keep them free from waste or nuisance of any kind, and shall be responsible for and shall perform, or cause to be performed, maintenance, including custodial mainte- nance, and repair of the Leased Land and the facilities located thereon. 9. POSSESSION: Possession of the Leased Land shall be granted to the Association at the time of the effective date of this Lease. 10. LIABILITY INSURANCE: The Association shall carry and pay the premiums for liability insurance of the types and in the limits stated below. The City shall be endorsed as an additional named insured by the Association on said policies, with the exception of the insurance required for workers' compensation. (a) Public liability insurance, including coverage for poison- ing or illnesses from food or drink, in the amount of $500,000 for bodily injury or death to any one person, $1,000,000 for bodily injury or death for one occurrence, and $100,000 for any claim of property damage per occur- rence. Such policy shall additionally include endorsements for contractual liability covering the Association's obligations herein. In the event alcoholic beverages are to be served on any premises covered by this Lease, the Association shall additionally obtain or cause to be -3- April 8, 1993 obtained alcoholic beverage liability insurance covering the event or time period during which alcoholic beverages are to be served. (b) Workers' compensation insurance covering any employees on the Leased Premises as governed by the laws of the State of Texas and employer's liability insurance with minimum limits of liability of $100,000. The workers' compensation insurance shall be endorsed to waive any rights of subroga- tion the insurance company may acquire by reason of the payment of any claim against the City and any of its respective Council members, officers, employees, agents and attorneys. As an alternative to workers' compensation insurance, the Association may establish one or more employee benefit plans providing for the payment of medical expenses and lost wages in the event of an on-the-job injury suffered by an employee. Such insurance policies shall not be canceled, materially changed, or not renewed, without thirty (30) days' prior written notice to the City. A certificate of such insurance coverage, reflecting the foregoing cancellation provision shall be furnished to the City, and copies of the insurance policies shall be promptly furnished to the City upon its written request. Failure of the Association to maintain said insurance for the term of this Lease Agreement shall be grounds for termination hereof by the City. 11. HULL AND HAZARD INSURANCE: The Association agrees to maintain hull insurance on Las Carabelas in the amount of THREE -4- April 8, 1993 MILLION FIVE HUNDRED THOUSAND Dollars ($3,500,000.00) aggregate on the three vessels to be allocated as follows: ($1,500,000.00 for the Santa Maria, $1,000,000.00 for the Pinta, $1,000,000.00 for the Nina). The valuations set forth herein shall be subject to adjust- ment as may be necessary to cover the replacement costs of the vessels as may be determined by market conditions in effect. The Association shall additionally obtain hazard insurance for any museum -related improvements and all associated personal property (excluding historic items) located on the Leased Land against loss or damage by fire, windstorm, or other extended coverage risk for the amount of their replacement cost or to the maximum amount available from the Texas Catastrophe Insurance Pool (if such Pool coverage is the only coverage available to the Association), whichever is less. Such hazard insurance policy shall name the City as an additional insured and loss payee. The Association shall furnish copies of such insurance policies to the City upon request. No such insurance policy shall be canceled, materially altered, or not renewed without thirty (30) days' prior written notice to the City. A certificate of such insurance coverage, reflecting the foregoing cancellation provision shall be furnished to the City, and copies of the insurance policies shall be promptly furnished to the City upon its written request. Failure to maintain said insurance for the term of this Lease Agreement shall be grounds for termination. 12. UTILITIES: The Association shall be responsible for obtaining water, sewer, electricity and gas service connections for use on the Leased Land; and the Association shall pay all utility -5- April 8, 1993 connection charges related thereto. During the term of this Lease Agreement, the Association shall further pay when due all charges and costs for utilities consumed on the Leased Land. 13. TAXES OR OTHER IMPOSITIONS: The Association shall timely pay any and all ad valorem taxes or other impositions, if any, which may be levied, assessed or otherwise imposed pursuant to its occupancy of the Leased Land and the improvements located thereon during the term of this Lease. 14. INSPECTION: The City, and its employees and designated agents, shall have the right to enter upon the Leased Land at all times for the purposes of inspection, for emergency repairs to utility systems, and to otherwise protect its interests as Landlord hereunder. Nothing herein shall be construed to restrict the City in the exercise of any of its police powers. 15. SIGNS: The Association shall not place any advertising signs on the Leased Land without compliance with all City codes and regulations. All such signs shall be kept in a continual state of good repair, and failure to do so may result in removal of said signs from the Leased Land. 16. LIENS: The Association shall not permit any mechanics' and materialmen's or other liens to be fixed or placed against the Leased Land and agrees to immediately discharge (either by payment or by filing the necessary bond, or otherwise) any such liens which are allegedly fixed or placed against the Leased Land. The Association reserves the right to contest with due diligence the reasonableness of any such charges or impositions against the Leased Land, and the -6- T April 8, 1993 City agrees not to interfere with such contested proceedings or otherwise to declare a default under this Lease due to such proceed- ings. 17. HAZARDOUS MATERIALS: With respect to any substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials" or "toxic substances" under any applicable federal, state or local laws, ordinances or regula- tions (including, without limitation, friable asbestos and asbestos deemed hazardous by federal or state regulations) (such substances collectively referred to hereinafter as "Hazardous Materials" and such laws, ordinances and regulations together with all rules, orders and permits pursuant thereto collectively referred to hereinafter as "Hazardous Materials Laws"), the Association: (a) represents that the Association will not (i) store, bury, install, transport, treat or dispose of any Hazardous Materials at, to or from the Leased Land in violation of any applicable Hazardous Materials Laws, or (ii) cause or allow the release, discharge, emission, leak, spill or dumping of any Hazardous Materials at or from the facili- ties on the Leased Land except for those releases allowed under applicable Hazardous Materials Laws; (b) covenants to (i) comply with all applicable Hazardous Mate- rials Laws with respect to the manufacture, storage, transmission, presence, discharge and removal of Hazardous Materials at or from the facilities on the Leased Land, (ii) pay promptly within thirty (30) days of when demand is -7 - 11- April 11, 1993 ( made the costs of any required removal of any Hazardous Materials from the Leased Land and keep the Leased Land free of any lien imposed pursuant to any Hazardous Materi- als Laws, (iii) not locate nor allow location of any underground storage tanks on the Leased Land, (iv) not locate any materials containing asbestos of any type or nature on the Leased Land, and (v) notify Landlord promptly in writing of the commencement of any legal or regulatory proceedings relating to Hazardous Materials affecting the Leased Land; and c) agrees to indemnify and to hold harmless the City, its officers, employees, agents, successors and assigns from and against any and all claims, demands, causes of action, loss, damage, liabilities, costs, and expenses (including attorneys' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by the City at any time or from time to time, by reason of or arising out of any violation of any Hazardous Materials Laws occurring since the commencement of the Association's occupancy of the Leased Land. The Association's obligations hereunder shall arise upon the discovery of the presence of any Hazardous Materials, whether or not any federal agency or any state or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials. The foregoing indemnity shall survive the expiration of -8- Aprl 8, 1993 this Lease. In the event the Association fails, after reasonable notice, to pay any amounts described in this provision, the City may, but shall not be obligated to, cause the Hazardous Materials to be removed from the Leased Land and the cost of such removal shall be payable by the Association; provided, however, that the Association may in good faith contest the reasonableness or necessity of any requirement by any federal, state or local environmental agency, and upon the Association's providing reasonable security to assure its performance, the City agrees not to interfere in the Association's proceedings with such agency. 18. INDEMNITY: The Association hereby covenants and agrees to at all times indemnify and save harmless the City, its officers, employees, agents and attorneys, and the Leased Land, from and against any cost, liability, damages or expense arising out of any claim by any person or persons whatsoever by reason of the use or misuse of the Leased Land and shall indemnify and save harmless the City from any penalty, damage or charge incurred or imposed by reason of any violation of law or ordinance by the Association, and shall indemnify and save harmless the City from any cost, liability, damages, or expense arising out of the death of or injury of any person or persons or damage to property arising out of the Associa- tion's operations on the Leased Land. 19. ACCESS TO RECORDS: The Association shall keep strict and accurate books of account of all receipts collected and other -9- Apa 9, 1993 revenues received. The Association agrees to furnish to the City certified quarterly statements of revenues and expenditures concern- ing its operations. Such statements shall be formulated according to generally accepted accounting practices and in a form prescribed by the City's Director of Finance. The said books of account shall be open for inspection by the City during business hours. All underly- ing documentation for the Association's quarterly statements shall be preserved by the Association for at least five (5) years. The Association shall additionally furnish to the City a copy of its annual financial report within 120 days of the end of each fiscal year of the Association. 20. NONDISCRIMINATION: The Association warrants that it is and will continue to be an equal opportunity employer and it hereby covenants that no employee or customer shall be discriminated against because of race, creed, color, sex, national origin or disability. 21. COSTS OF PUBLICATION: The Association shall be responsible for payment of any costs of publication of this Lease as may be required by the City Charter of the City. 22. ASSIGNMENT: The Association may not assign this Lease nor sublease the Leased Land, or any part thereof, without the written consent of the City Council, which consent shall not be unreasonably withheld. Such assignment shall not relieve the Association from its obligations hereunder unless such release is expressly granted by the City in approving such assignment. 23. TERMINATION: Except as otherwise provided herein, the City may terminate this Lease whenever the Association fails to comply -10- April 8, 1993 with the provisions and covenants contained herein and fails or refuses to comply within a reasonable time (not less than thirty days) after receiving written notice of the violation and recommended cure. In the event of any termination or expiration of the Lease term, the Association shall immediately comply with the written order from the City regarding vacating the Leased Land, subject to making any necessary arrangements for the maintenance or relocation of Las Carabelas consistent with the requirements of the Spain '92 Founda- tion, and proceeding with due diligence in completing such reloca- tion. 24. FORCE MAJEURE: If by reason of force majeure either party hereto shall be rendered wholly or in part unable to carry out its obligations provided in particulars under this Lease, then except as otherwise expressly this Lease, if such party shall give notice and the full of such force majeure in writing to the other party within a reasonable time after the occurrence of such event or cause, the obligations of said party giving such notice, so far as they are affected by such force majeure, shall be suspended, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term "force majeure" shall mean acts of God, strikes, industrial disturbances, acts of public enemy, orders of any kind of the government of the United States or the State of Texas, riots, epidemics, hurricanes, fires, floods, civil disturbanc- es, explosions, or other accidents or causes not reasonably within the control of the party claiming such inability. -11- m Apn18, 1993 25. MODIFICATIONS: No changes or modifications to this Lease shall be made, nor any provisions waived, unless in writing, signed by a person authorized to sign agreements on behalf of such party. 26. LEASE RELATIONSHIP: It is specifically agreed and understood by the parties hereto that a landlord -tenant relationship is created under the terms of this Lease Agreement. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of partnership or of joint venture between the parties. 27. CITY AUTHORITY: Except as specifically provided herein, the Association shall not have any authority to bind the City to any contract, indebtedness or obligation in any manner without the express written consent of the City. The City reserves the sole and exclusive right to exercise its police powers and other governmental authority concerning any matters related to this Lease. 28. NOTICES: Any notices or other communications relating to this Lease shall be made in writing and may be given by (a) deposit- ing same in the United States mail, postage prepaid, certified mail, with return receipt requested, addressed as set forth in this section, or (b) delivering the same to the party to be notified. Notice given in accordance with (a) hereof shall be effective upon deposit in the United States mail. The notice addresses of the parties hereto shall, until changed in the manner of giving notices as provided herein, be as follows: -12- April B, 1993 CITY: City of Corpus Christi, Texas 1201 Leopard Street P.O. Box 9277 Corpus Christi, Texas 78469 Attention: City Manager ASSOCIATION: Las Carabelas Columbus Fleet Association 1201 N. Shoreline Drive P.O. Box 2664 Corpus Christi, Texas 78403 Attention: President 29. SEVERABILITY: In the event litigation concerning this Lease which results in one or more clauses herein to be found invalid, all other provisions of this Lease shall remain as written and be enforceable in accordance with their terms. EXECUTED on this day of , 1993. ATTEST: CITY OF CORPUS CHRISTI, TEXAS By: City Secretary Juan Garza City Manager APPROVED: day of , 1993: City Attorney O:111WGMT.93\BAR EAS.097-15 LAS CARABELAS COLUMBUS FLEET ASSOCIATION By: Name: Title: -13- Corpus Christi, Texas i day of ktl' , 192` "'> TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at three regular meetings; I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Council Members MAYOR THE CITY CORPUS CHRISTI The above ordinance was passed by the following vote: Mary Rhodes (' 1 Cezar Galindo Lt k. teo-Guerrero- Betty Jean Longoria Edward A. Martin Jee-McComb Dr. David McNichols Clif Moss Mary Pat Slavik 045 021833