HomeMy WebLinkAbout022117 ORD - 12/20/1994AN ORDINANCE
AUTHORIZING THE CITY MANAGER TO EXECUTE ON BEHALF OF
THE CITY OF CORPUS CHRISTI A LEASE AGREEMENT WHEREBY
THE CITY LEASES TO THE LAS CARABELAS COLUMBUS FLEET
ASSOCIATION 1.43 ACRES MORE OR LESS OF LAND ADJACENT TO
THE CORPUS CHRISTI MUSEUM OF SCIENCE AND HISTORY FOR A
TERM OF ONE YEAR FOR THE PURPOSE OF PUBLICLY DISPLAYING
AND OPERATING THE COLUMBUS SHIP REPLICAS AS A MUSEUM
FACILITY, AND THE ASSOCIATION AGREES TO TIMELY PAY DEBT
SERVICE ON $2,910,000 OF CERTIFICATES OF OBLIGATION ISSUED BY
THE CITY FOR IMPROVEMENTS FOR THE COLUMBUS SHIPS
PROJECT; 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, THAT:
SECTION 1. The City Manager is hereby authorized to execute a one-year lease agreement
with the Las Carabelas Columbus Fleet Association, a substantial 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 immediate action necessary for the
efficient utilization of physical resources in the City and 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 two regular meetings so that this ordinance
is passed and shall take effect upon first reading as an emergency measure this the 2L day of
Npr rr fir' 1" , 1994.
ATTEST: r, — THE CITY OF CORPUS CHRISTI
City Secretary
URB \ORD\008.jrb (aar)
MAYOR
THE CITY 0
2117
CORPUS CHRISTI
APPROVED THIS THE 15TH DAY OF DECEMBER, 1994.
JAMES R. BRAY, CITY ATTORNEY
By:
VRB\ORD \008.jrb (aar)
. (—
Corpus Christi, Texas
2�=1 day of'( f'm\t'Y 19 CL
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 two
regular meetings: Uwe, 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,
MAYOR
THE I
CITY OFRPUS CHRIST
Council Members
The above ordinance was passed by the following vote:
Mary Rhodes ((1_I, ,� i
(-
Dr. Jack Best t,�'aC
Melody Cooper 6
Cezar Galindo
/1
Betty Jean Longoria (1%, i
Edward A. Martin
Dr. David McNichols
David Noyola
ClifMoss L
URB\ORD\008.jrb (aar)
T T
'2211'7
STATE OF TEXAS
COUNTY OF NUECES
LEASE AGREEMENT
(One -Year Tenn)
§
§
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 condi-
tions hereinafter set forth.
1. LEASED LAND: 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. DEVELOPMENT OF LEASED LAND: The City agrees to construct
improvements on the Leased Land and the areas adjacent thereto
according to plans and specifications consistent with the conceptu-
al plan presented by the Association to the City attached as
Exhibit B hereto and as otherwise approved by the Association and
the City Manager, or his designee. Such plans and specifications
shall provide for the display of the three Columbus ships, being
the Nina, the Pinta and the Santa Maria (herein "Las Carabelas") on
the Leased Land and all other improvements necessary for their
operation as a museum facility.
3. CERTIFICATES OF OBLIGATION: In order to finance the
improvements required under this Lease, the City agrees to arrange
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Dee®bcr 15, 1994
for the sale of $2,910,000 in certificates of obligation (the
"Certificates"). The Certificates shall be issued in such
denominations and maturities as the City shall prescribe; provided
that, the debt service requirements shall generally follow the
objective of providing amortization of the Certificates with equal
installments of principal and interest over a period of twenty
years.
4. TERM: The term of this Lease shall commence at 12:01
a.m. on May 1, 1995, and shall continue until midnight of April 30,
1996, provided that this Lease shall terminate upon the execution
of a longer term lease between the City and the Association
covering the Leased Land.
5. RENTALS: The Association agrees to pay to the City, or
its designated agent, rentals equal to the debt service require-
ments on the Certificates described above, semi-annually, at least
thirty (30) days prior to the interest payment dates on the
Certificates. In the event of any default in such lease payments
and the City is required to access its debt service reserve fund to
make the required payment on the Certificates, the Association
agrees to cure such default on demand. This consideration is given
in addition to the other covenants and obligations of the Associa-
tion provided under this Lease Agreement.
6. PERMITTED USE: The Leased Land shall be used for the
display of Las Carabelas, and in connection with the direct
operation of such display by the Association as a museum or in such
other activity, not otherwise constituting an unrelated trade or
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December 15, 1994
business within the meaning of section 513 of the Internal Revenue
Code of 1986 (the "Code") of an organization exempt from federal
income taxation by virtue of being described in section 501(c)(3)
of the Code.
The Association understands that the City has used
proceeds of tax-exempt obligations to provide the Leased Land and
agrees that its use (or any use of such land otherwise permitted by
the Association) will comply with the requirements of section 141-
150 of the Code so as not to adversely affect the tax-exempt status
of such obligations. For purposes of the foregoing, the Associa-
tion may rely on an opinion of nationally -recognized bond counsel
selected by the Association and acceptable to the City.
The Association shall operate Las Carabelas as a museum and
endeavor to 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.
7. 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.
8. COMPLIANCE WITH PORT LEASE: A portion of the Leased Land
is owned by the Port of Corpus Christi Authority of Nueces County,
Texas (the "Port") and is covered by a lease agreement between the
City and the Port. The Association agrees to comply with the terms
and conditions of said lease agreement as the same apply to the
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December 15, 1990
portion of the Leased Land owned by the Port and with any rules and
regulations issued by the Port covering such property.
9. WETLANDS: The Leased Land may contain officially
designated 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.
10. MAINTENANCE: Upon completion of the improvements to be
completed under this Lease Agreement, the Association agrees to
accept the Leased Land 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 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 maintenance, and repair of the
Leased Land and the facilities located thereon.
11. POSSESSION: Possession of the Leased Land shall be
granted to the Association as of the Lease Commencement Date.
12. 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
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December 15, 1994
insured by the Association on said policies, with the exception of
the insurance required for workers' compensation.
(a) Public liability insurance, including coverage for
poisoning 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 endorse-
ments for contractual liability covering the Associa-
tion'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 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' compensa-
tion insurance shall be endorsed to waive any rights of
subrogation 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 cancelled, 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.
13. HULL AND HAZARD INSURANCE: The Association agrees to
maintain hull insurance on Las Carabelas in the amount of THREE
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December 15, 1994
MILLION FIVE HUNDRED THOUSAND Dollars ($3,500,000) aggregate on the
three vessels to be allocated as follows: ($1,500,000 for the
Santa Maria, $1,000,000 for the Pinta, $1,000,000 for the Nifa).
The valuations set forth herein shall be subject to adjustment 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. 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.
14. UTILITIES: The Association shall pay when due all
charges and costs for water, sewer, electricity, gas service, and
any other utilities consumed on the Leased Land.
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December 15, 1994
15. 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.
16. 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.
17. 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.
18. 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 City agrees not to interfere with such
contested proceedings or otherwise to declare a default under this
Lease due to such proceedings.
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December 15, 1994
19. 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
regulations (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
Materials Laws with respect to the manufacture, storage,
transmission, presence, discharge and removal of Hazard-
ous Materials at or from the facilities on the Leased
Land, (ii) pay promptly within thirty (30) days of when
demand is 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 Materials 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
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December 15. 1990
(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 obliga-
tions 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 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 require-
ment 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.
20. 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, liabili-
ty, damages, or expense arising out of the death of or injury of
any person or persons or damage to property arising out of the
Association's operations on the Leased Land.
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Dari15, 1994
21. ACCESS TO RECORDS: The Association shall keep strict and
accurate books of account of all receipts collected and other
revenues received. The Association agrees to furnish to the City
certified quarterly statements of revenues and expenditures
concerning 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 underlying 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.
22. NONDISCRIMINATION: The Association warrants that it is
and will continue to be an equal opportunity employer and it agrees
that no employee or customer shall be discriminated against because
of race, creed, color, sex, national origin or disability.
23. COSTS OF PUBLICATION: The Association shall be responsi-
ble for payment of any costs of publication of this Lease as may be
required by the City Charter of the City.
24. 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.
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December 15, 1994
25. TERMINATION: Except as otherwise provided herein, the
City may terminate this Lease whenever the Association fails to
comply 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 recom-
mended 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 Foundation, and proceeding with due diligence in complet-
ing such relocation.
26. FORCE MAJEURE: If by reason of force majeure either
party hereto shall be rendered wholly or in part unable to carry
out its obligations under this Lease, then except as otherwise
expressly provided in this Lease, if such party shall give notice
and the full particulars 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 disturbances, explosions, or other accidents or
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December 15, 1994
addresses of the parties hereto shall, until changed in the manner
of giving notices as provided herein, be as follows:
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
1900 N. Chaparral
Corpus Christi, Texas 78401
Attention: President
31. 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
ATTEST:
day of , 1995.
CITY OF CORPUS CHRISTI, TEXAS
City Secretary
APPROVED:
day of , 1994:
City Attorney
O:\ 1 l\AGMT.94\BARLEAS.330-15
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By:
Juan Garza
City Manager
LAS CARABELAS COLUMBUf
FLEET ASIAT
By: 6 4.e,L
Alex Harris, Chairman
ACTUAL AREC 4.0 BE
DETERMINED BY SURVEY
METES & BOUNDS DESCRIPTION
LEASE AREA
EXHIBIT B
IS ON FILE IN
CITY SECRETARY'S OFFICE
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