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HomeMy WebLinkAboutC2005-055 - 2/8/2005 - ApprovedPage 1 of 14 BOY SCOUT TROOP LEASE & USE AGREEMENT BETWEEN CITY OF CORPUS CHRISTI AND WEST CORPUS CHRISTI ROTARY CLUB STATE OF TEXAS § COUNTY OF NUECES§ KNOW ALL BY THESE PRESENTS This lease is entered into by and between the City of Corpus Christi ("CRy"), a Texas home-rule municipal corporation, acting through its duly authorized City Manager, or the City Manager's designee, and WEST CORPUS CHRISTI ROTARY CLUB ("Lessee"), a Texas unincorporated association, Corpus Chdsti, Texas, a service club acting as sponsors of the Boy Scout Troop, for the citizens of Corpus Chdsti, acting through its duly authorized President. Section 1. Definitions. For the purposes of this Lease: City means the City of Corpus Christi, Nueces County, Texas, a home rule municipal corporation. City Council means the City Council of the City. City Manager means the City Manager of the City or the City Manager's designee. Director means the City's Director of Parks and Recreation or that Director's designee. Engineering Services Director means the City's Director of Engineering Services. Holdover Period means any pedod of time in which the Lessee remains in the Premises after the expiration of the odginal term of this Lease and continues to provide consideration in lieu of paying rent to the City under the terms of this lease. Improvements means buildings and other structures located on the Premises. Lease means this document, including all attachments and exhibits that are referred to in this document. Lessee means WEST CORPUS CHRISTI ROTARY CLUB, a Texas unincorporated association, Corpus Christi, Texas. 2005-055 02/08/05 Ord026135 :EC 2~J_ease~Us e~,greem~O11205D~.WestCC Robary,B~ySc~utTr~op. Lease.&UseAgmbdoc West Corpus Christi Rotary Club Page 2 of 14 Parks and Recreation means the City's Parks and Recreation Department. Premises means a tract or parcel of land McKenzie Road designated as Tract "B", as shown on the attached drawing, Exhibit Al, together with all improvements. Regular hours of operation means the regularly scheduled hours of Les.see's operation. Risk Manager means the City's Director of Risk Management or that Director's designee. Sign means any signs, advertisements, notices, or other lettering that are exhibited, inscribed, painted, erected, er affixed on or about the Premises, or any part of the Premises. Wastewater Director means the City's Director of Wastewater. Section 2. Purpose. The purpose of this Lease, between the City and Lessee, is to enable Lessee to sponsor the Boy Scout Troop. Lessee may not operate the Leased Premises for any other purpose without the pdor written approval of the Director. Section 3. Leased Premises. The Leased Premises is a tract or parcel of land near McKenzie Road and Allison Drive designated as Tract "B", as shown on the drawing attached as Exhibit Al, together with all improvements. Section 4. Use of Leased Premises Subject to Lease. The Lessee's use of the Leased Premises is subject to the terms and conditions in this lease. The detailed conditions for using the Leased Premises are contained in the attached Exhibit A2. Exhibit A2 may be amended as often as necessar~ upon mutual agreement by the Parks Director and the Lessee. This lease is made in consideration of the mutual promises and covenants contained in this lease. Section 5. Limitation of Leasehold. City does not warrant its title to the Leased Premises. This Lease and the dghts and privileges granted Lessee in and to the Leased Premises are subject to all covenants, conditions, restrictions, and exceptions of record or apparent. Nothing contained in this Lease may be construed to imply the conveyance to Lessee of rights in the Leased Premises that exceed those owned by c ty. Section 6. Term. The City leases the Premises, subject to all terms and conditions of this Lease, to the Lessee for a pedod of five (5) years subject, however, to the dght of either party to cancel this Lease by giving thirty (30) days written notice to the other party, unless sooner terminated under Section 31. This Lease begins immediately after City Council approval. a. Lessee may continue to occupy the Premises after the expiration of this Lease on a month-to-month tenancy if the Lessee continues to provide consideration in lieu H:~LEG-DIF~Doy~ eD.Cu rt~\MYDOCS~.003 04\PARK&REC.27~Lease&Us eAgreem[\011205DC Wes[CC RoLery BoyScoutTroo p,Lease.&Us~AgrnLdoc Page 3 of 14 of paying monthly rent as required by this lease, and upon the same terms and conditions as set out in this lease. b. The Holdover Period may not exceed six months in length. c. The City Manager has the absolute dght to terminate the month-to-month tenancy with or without cause upon thirty (30) days written notice to Lessee. Section 7. Abandonment of Leased Premises. If the Lessee abandons the Leased Premises or if the Lessee fails to take possession of the Leased Premises within ten days after commencement of the term of this Lease, then this Lease shall terminate automatically and City Manager may take immediate possession of the Leased Premises. "Abandoned" means that the Leased Premises become vacant or deserted for a continuous period of thirty (30) days. Section 8. Cessation of Use. a. If Lessee for any reason ceases to use the Leased Premises for the purposes specified in Section 2, Lessee has the dght dudng the first year following the cessation of use to terminate this Lease by wdtten notice to the City Manager. b. The wdtten notice of termination must be given at least three (3) months prior to the effective date of termination. c. If the cessation of use occurs and continues for one year or longer, and Lessee does not exercise the dght to terminate this Lease, then the City may terminate this Lease by giving Lessee at least one (1) months notice prior to the effective termination date. d. Lessee's obligation to provide consideration in lieu of paying rent ceases upon termination, but no consideration provided pdor to termination will be refunded. e. During any cessation of use, Lessee must maintain and regulate the use and occupancy of the Leased Premises at Lessee's expense as specified in Sections 2, 4, 22, 24, 28, and 29. Upon termination or expiration of the Lease, the Lessee must, if requested in wdting by the Director, remove the scout hut from the Leased Premises under Section 12e. Section 9. Surrender. Lessee acknowledges and understands that the City's agreement to lease the Premises to Lessee is expressly conditioned on the understanding that the Premises must be surrendered, upon the expiration, termination, or cancellation of this Lease, in as good a condition as received, reasonable use and wear, acts of God, fire and flood damage or destruction where Lessee is without fault, excepted. Section 10. Lease Consideration. For and in consideration of the dghts and privileges granted in this lease, and in lieu of lease payments to the City, Lessee must construct and maintain a scout hut for use by a Boy Scouts troop (sponsored by lessee) H:~I EG-DIR\Doy~eD CuHis\MYDOCS~2003 04\PARK&REC.27%ease&Us eAoreem~V311205DC Wes~CC Ro~ary BoyScoutTroop. Lease.&Us~AgmLdoc Page 4 of 14 on the Premises. Further, Lessee must maintain the Premises by mowing, collecting litter, etc. as directed in wdting by the Director. Section 11. Bylaws, and Membership and User Requirements; Hours and Terms of Operation; Lessee Responsible for Activities. a. Bylaws. Attached as Exhibit B is a certified copy of Lessee's Constitution and Bylaws, including Membership and User Requirements, User Fees, and Schedule of Activities, Hours and Terms of Operation. Membership and User Requirements and Fees must be reasonable so that the Premises and improvements are reasonably available for uso by the public. Exhibit B is collectively referred to as "operation documents." Lessee may not make any change in the originals of any of these operation documents without prior wdtten consent of the Director. The written consent and certified copies of the revised operation documents must be attached to this lease as Exhibits. b. Lessee responsible for activities on Premises. Notwithstanding any right of City to inspect or approve any improvement or activity under this lease, Lessee covenants that it and its members are solely and exclusively responsible for all activities on the Premises and have control of the Premises; that the City has no responsibility for safety of, or any activity on, the Promises; and that Lessee shall not rely on any City inspection or action. Lessee is solely responsible for the safety of all activities on the Premises. Section 12. Alterations. a. Lessee may not make any alterations, additions, or improvements to, in, on, or about the Premises, without the prior written consent of the Director. Lessee must also obtain clearance from the Risk Manager as roquired by Section 29.f. of this Lease. b. Lessee, if directed by the Director, must construct and maintain screening or other safety barriers to ensure, to the extent reasonable, that activities are confined to the premises. c. Pdor to making any alterations, additions, or improvements to, in, on, or about the Premises, Lessee must submit the plans and specifications for the alterations, additions, or improvements to the Director, and Engineering Services Director for review and written consent. d. If the Director and Engineering Services Diroctor consent to, and the Risk Manager grants clearance for, the alterations, additions, or improvements, the Lessee shall obtain all roquirod permits for the construction; and the construction is subject to inspection by the Director, Engineering Services Director, City's Building Official, Wastewater Director and their designated representatives. e. All approved alterations, improvements, and additions made by the Lessee upon the Premises, although at Lessee's own expense, shall, if not removed by Lessee at H/LEG DIR\DoyleD.CuFds\MYDOCS~2003.04\PARK&REC.2T4_ease&Us eAgreem6Ol 1205D~.Wes[CC Ro[ary BoyScoutTroop. Lease.&UseAgmLdoc Page 5 of 14 any termination or cancellation of this Lease, become the property of the City in fee simple without any other action or process of law. Lessee agrees to be contractually and financially responsible for repairing any and all damage caused by the removal. If items are installed in a manner that they become fixtures, the fixtures may not be removed by Lessee upon termination and become the property of the City. Section 13. Taxes, Assessments, Licenses, and Fees. a. Lessee must pay, in full prior to each respective due date, all taxes, assessments, licenses, and fees required by the Lessee's use of the Leased Premises; this includes, but is not limited to, any ad valorem taxes, personal property taxes, and sales taxes, that could be assessed against the Leased Promises and any buildings, improvements, or fixtures appurtenant to the Leased Premises.. b. Lessee covenants to pay, in full prior to each respective due date, payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and all other related taxes according to Circular E Employer's Tax Guide, publication 15, as it may be amended. c. Lessee must provide proof of payment of all taxes within 30 days after Director requests proof of payment. Failure to pay or provide proof of payment is grounds to terminate this Lease. Section 14. No Debts. Lessee may not incur any debts or obligations on the credit of the City during the term of this Lease, and including during any Holdover Pedod that may occur. Section 15. No Liens. Lessee agrees not to permit any mechanic's lien, matedalman's lien, tax lien, or any other lien to become attached to the Leased Premises, or any part or parcel of the Leased Premises, or the improvements on the Leased Premises, because of any work or labor performed by any mechanic, materials furnished by any materialman, or any other reason. Section 16. Assignment and Subleasing. a. Lessee may not assign or encumber this lease, without the prior written consent of the City Manager. Any assignment or sublease must be approved in advance by the City Manager, which approval will not be unreasonably withheld. b. Upon approval of the assignment, Lessee may request the City to release Lessee from any further liability under the Lease. City will grant the release if the assignee covenants to assume all obligations and duties of Lessee of this Lease. c. Any attempted assignment or sublet without the pdor written consent of the City Manager renders this Lease void. H:tLEG-DtR\Doy~eD CuHJs\MYDOCS~093 04\PARK&REC 2TtLease&Us.eAgreemt~011 :Z05OC WestCC Ro~ary BoySco~zTroop. Lease.&UseAgmLdoc Page 6 of 14 d. An assignment of the Lease under the same terms and conditions is not an amendment of the Lease. e. Each provision, term, covenant, obligation, and condition required to be performed by Lessee must be binding upon any assignee, and is partial consideration for City's consent to the assignment. f. Any failure of assignee to stdctly comply with each provision, term, covenant, obligation, and condition in this lease may render this Lease null and void. Section 17. Signs; Warning Signs Posted. a. Lessee may not exhibit, inscribe, paint, erect, or affix any sign at, on, or about the Premises, or any part of this Lease, without the pdor wdften approval of the Director. b. The City may require Lessee to remove, repaint, or repair any Signs allowed. If Lessee does not remove, repaint, or repair the Signs within ten (10) days of the Director's written demand, the City may elect to terminate this Lease after ten (10) days written notice to Lessee. Alternatively, the City may do or cause the work to be done, and Lessee shall pay the City's costs within thirty (30) days of receipt of the Director's invoice. If payment is not timely made, the City may terminate this Lease upon ten (10) days wdtten notice to Lessee. c. Lessee must post the Premises with signs warning that it is a Boy Scout hut and no trespassing is allowed. The Director shall approve the wording on the signs and shall determine the placement of the signs. Section 18. Laws Affecting Operation of Premises and Performance. Lessee shall comply with all Federal, State, and local laws, ordinances, rules, and regulations applicable to Lessee's operation of the Premises and Lessee's performance under this Lease. This Lease is also subject to applicable provisions of the City Charter. Section 19. Nondiscrimination. Lessee covenants and agrees that Lessee will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Premises, on the grounds of race, religion, national origin, madtal status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. The City hereby reserves the right to take the action as the United States may direct to enforce this covenant. Section 20. Drug Policy. Lessee must adopt a Drug Free Workplace and drug testing policy that substantially conforTns to the City's policy. Section 21. Violence Policy. Lessee must adopt a Violence in the Workplace and related hidng policy that substantially conforms to the City's policy. H:/LEG-DIR/DOy~e D.Curbs\MYDOCS~003.04\PARK&REC.27~Leas~&Us eAgreernr~ 11205DC.WesiCC.Ro~y.B~3ySco~Tr~p.L~.&U~gm[.d~ Page 7 of 14 Section 22. Maintenance. Lessee shall maintain the Leased Premises and all improvements in good and safe condition dudng the Lease terTn. Section 23. Fumiture, Fixtures, and Equipment. a. It is understood that Lessee is responsible for furnishing and equipping the Premises and that the City has no obligation to furnish any equipment or furnishings for Lessee. b. All personal property and trade fixtures furnished by or on behalf of Lessee remain the property of the Lessee, unless the personal property and trade fixtures are specifically donated to the City dudng the term of this Lease or any Holdover Period. c. The Director retains the dght to approve all furnishings and fixtures that may be installed in the Premises, dudng the term of this Lease and any Holdover Pedod, prior to installation. Section 24. Utilities. Lessee must pay for all utilities used by it on the Premises or used by any other activities sponsored by the Lessee on the Premises. Section 25. City's Right of Inspection. Any officer or authorized employee of the City may enter upon the Premises, at all reasonable times and without notice, to determine whether Lessee is providing maintenance in accordance with and as required by Section 22 or for any other purpose incidental to the City's retained dghts of and in the Premises. Section 26. Director's Right to Access Premises in Emergency. a. Lessee shall provide the Director with keys to the Premises, and a current list of names and phone numbers, for use by the Director, in the event of an emergency. b. The Director has the right to enter the premises during the regular hours of operation or at anytime in an emergency. Section 27. City Use. The City retains the right to use or cross the Premises with utility lines and easements. City may exercise these rights without compensation to Lessee for damages to the Premises from installing, maintaining, repairing, or removing the utility lines and easements. City must use reasonable judgment in locating the utility lines and easements to minimize damage to the Premises. Section 28. Indemnity. In consideration of allowing Lessee to use the Premises, Lessee ("lndemnitor"") covenants to fully indemnify, save and hold harmless the City, its off'~cers, agents, representatives, and employees (collectively, "lndemnitees") from and against any and all liability, loss, damages, claims, demands, suits, and causes of action of any nature whatsoever asserted against or recovered from City on H:~LEG- DIR~Doy~eD Cu rlisU~4YDOCS~2003 04\PARK&REC 2T~Lease&Us e. Ag reem ~011205DC.Wes~CC. Ro~ary. BoyS coutTroop,Lease.&UseAgrn[ doc Page 8 of 14 account of injury or damage to person including, without limitation on the foregoing, premises defects, workers 'compensation and death claims, or property loss or damage of any other kind whatsoever, to the extent any injury, damage, or loss may be incident to, arise out of, be caused by, or be in any way connected with, either proximately or remotely, wholly or in part: (1) Lessee ~ performance under this Lease; (2) Lessee ~ use of the Premises and any and all activities associated with the Lessee's use of the Premises under this Lease; (3) the violation by Lessee, its officers, employees, agents, or representatives or by Indemnitees, or any of them, of any law, rule, regulation, ordinance, or government order of any kind pertaining, directly or indirectly, to this Lease; (4) the exercise of rights under this Lease; or (5) an act or omission on the part of Lessee, its officers, employees, agents, or representatives or of Indemnitees, or any of them, pertaining to this Lease, regardless of whether the injury, damage, loss, violation, exercise of rights, act, or omission is caused or is claimed to be caused by the contributing or concurrent negligence of Indemnitees, or any of them, but not if caused by the sole negligence of Indemnitees, or any of them, unmixed with the fault of any other person or entity, and including all expenses of litigation, court costs, and attorneys'fccs, which arise, or are claimed to arise, out of or in connection with the asserted or recovered incident. Lessee covenants and agrees that, if City is made a party to any litigation against Lessee or in any litigation commenced by any party, other than Lessee, relating to this Lease, Lessee shall, upon receipt of reasonable notice regarding commencement of litigation, at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend City in all actions relating to this Lease with legal counsel satisfactory to the City Attorney, and pay all charges of attorneys and all other costs and expenses of any kind whatsoever arising from the liability, injury, damage, loss, demand, claim, or action. Section 29. Insurance. a. Lessee shall secure and maintain at Lessee's expense, dudng the term of this Lease, insurance of the type and with the amount of coverage shown on the attached Exhibit C, which is incorporated in this Lease by reference. Lessee shall use an insurance company or companies acceptable to the Risk Manager. Failure to maintain the insurance during the term of this Lease, at the limits and requirements shown on Exhibit C, constitutes grounds for termination of this Lease. H:/LEG-DIR/Doy~eD Cu rbs~IYDOCS~20~3,04\pARK&REC.27~Le ase&U s.aAgreem{~ 11205DC weslCC.RoLary BoyScc~utTr~ p.Lease.&UseAg rnLdoc Page 9 of 14 b. The Certificate of Insurance must be sent to the Risk Manager prior to occupancy of and operations at the Premises. The Certificate of Insurance must provide that the City will have thirty (30) days advance written notice of cancellation, intent to not renew, material change, or termination of any coverage required in this Lease. c. Lessee shall provide, dudng the term of this Lease, copies of all insurance policies to the Risk Manager upon written request by the City Manager. d. The Risk Manager retains the right to annually review the amount and types of insurance maintained by Lessee, to require increased coverage limits, if necessary in the interest of public health, safety, or welfare, and to decrease coverage, if so warranted. In the event of any necessary increase, Lessee must receive thirty (30) days written notice prior to the effective date of the requirement to obtain increased coverage. e. Lessee shall, pdor to any addition or alteration to, in, on, or about the Premises, obtain prior clearance, in wdting, from the Risk Manager that the proposed addition or alteration will not necessitate a change or modification in the existing insurance coverage maintained by Lessee. This clearance is in addition to the prior consent required by Section 12(a) of this lease. Section 30. Default. The following events constitute default under this Lease: (1) Failure to provide consideration in lieu of paying rent or failure to make other payments under this Lease. (2) Failure to pay utilities before the due date. (3) Failure to perform scheduled maintenance. (4) Abandonment of the Premises. (5) Failure to maintain any insurance coverages required in this lease. (6) Failure to timely pay City's invoice for the removal, repainting, or repair of any Signs at the Premises. (7) Failure to keep, perform, and observe any other promises, covenants and conditions contained in this Lease. Section 31. City's Remedies on Lessee's Default. Upon the occurrence of any event of default, the City may, at its option, in addition to any other remedy or dght given under this Lease or by law: (1) Give notice to Lessee that this Lease terminates upon the date specified in the notice, which date will be no eadier than five (5) days after the giving of the notice. H:\LEC~DIR~Doyle D.Curlis~MYDOCS~2003 04\PARK&REC 27'4_ease& Us ~Ag reem [~ 11205OC Wes t~C.Rotary. BoyS c~utTroop.lease.&UseAgm L doc Page 10 of 14 (2) Immediately or at any time after the occurrence of the event of default and without notice or demand, or upon the date specified in a notice, if given, or in any notice issued under law, the City may enter into and upon the Leased Premises and retake possession, by legal proceedings or otherwise, expel Lessee and anyone claiming through or under Lessee, remove Lessee's or a claimant's goods and effects, forcibly, if necessary, and store the goods in the name and at the expense of Lessee. Section 32. Enforcement Costs. If the City files any legal action or proceeding to repossess the Premises, collect the lease payment(s) due under this Lease, collect for any damages to the Premises, or to enforce in any other way the provisions of this Lease, Lessee agrees to pay all court costs and expenses and the sum that a court of competent jurisdiction adjudges as reasonable attomeys' fees in the action or proceeding, or in an appeal, if a judgment is rendered in favor of the City. Section 33. Modifications. No provision of this Lease may be changed, modified, or waived, unless the change, modification, or waiver is made in writing and signed by persons authorized to sign agreements on behalf of each party. Section 34. Contact Person/Lease Administrator. For this Lease, the City's contact person and lease administrator is the Director. Section 35. Notice. a. All notices, demands, requests, or replies provided for or permitted under this Lease by either party must be in writing and must be delivered by one of the following methods: (i) by personal delivery; (ii) by deposit with the United States Postal Service as certified or registered mail, retum receipt requested, postage prepaid; (iii) by prepaid telegram; (iv) by deposit with an overnight express delivery service, for which service has been prepaid; or (v) by fax transmission. b. Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or ovemight express delivery service will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carder. Notice by fax transmission will be deemed effective upon transmission with proof of delivery. H:~- EG-DIR~Doyle D.Cur[Is\MYEX~S~003.04~PAI~<&REC.27~Lease~Us eAgreem ~i) 11205DC We~tCC Ro~ary BoyScoutT roop,Lease.&Us~Agm bdoc Page 11 of 14 c. All the communications must only be made to the following: IF TO CITY: IF TO LESSEE: City of Corpus Chdsti Parks and Recreation Dept. P.O. Box 9277 Corpus Christi, TX 78469-9277 Atln: Director of Park & Recreation (361) 880-3464 Hanna Carter, President West Corpus Christi Rotary Club P.O. Box 4613 Corpus Chdsti, TX 78469-4613 (361) 815-3099 d. Either party may change the address to which notice is sent by using a method set out in subsection (a) of this section. Lessee shall notify the City of an address change within ten (10) days after the address is changed. Section 36. Force Majeure. No party to this Lease shall be liable for delays or failures in performance due to any cause beyond the party's control including, without limitation, any delays or failures in performance caused by stdkes, lock outs, fires, acts of God or the public enemy, common carder, severe inclement weather, dots or interference by civil or military authorities. The delays or failures to perform extend the pedod of performance until these exigencies have been removed. The Lessee shall inform the City in wdting of proof of the fome majeure within three (3) business days or otherwise waive this dght as a defense. Section 37. Relationship of Parties. This Lease establishes a landlord/tenant relationship, and no other relationship. This Lease must be construed conclusively in favor of that relationship. In performing this Lease, the City and Lessee will each act in an individual capacity and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. Section 38. Not for Benefit of Third Parties. This Lease is only for the benefit of the City and Lessee, and no third party has any dghts or claims under this Lease or against the City. Section 39. Publication Costs. Lessee shall pay for the cost of publishing the Lease description and related ordinance, as required by the City's Charter, in the legal section of the local newspaper. Section 40. Interpretation. This Lease shall be interpreted according to the Texas laws that govern the interpretation of contracts. Venue lies in Nueces County, Texas, where this Lease was entered into and will be performed. Section 41. Survival of Terms. Termination or expiration of this Lease for any reason does not release either party from any liabilities or obligations under this Lease that (a) the parties have expressly agreed survive any the termination or expiration; (b) remain H:\LEG-DIR\Eh3yleD Cu~ds\MYDOCS~003.04\PA RK&REC.27~Le as e&U s a,a, graern[~O 11205DC Wea[CC.Rotary. BayS coulTroop. Le. ase.&UsaAgm Ldoc Page 12 of 14 to be performed; or (c) by their nature would be intended to be applicable following the termination or expiration of this Lease. Section 42. Captions. The captions utilized in this Lease are for convenience only and do not in any way limit or amplify the terms or provisions of this Lease. Section 43. Severability. a. It is the definite intent of the parties to this Lease that every section, paragraph, subdivision, clause, provision, phrase, or word of this Lease be given full force and effect for its purpose. Therefore, if, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Lease or the application of this Lease to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Lease, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Lease, then the remainder of this Lease is not affected, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal. valid, and enforceable, will be added to this Lease automatically. Section 44. Venue. Venue lies in Nueces County, Texas, where this lease was entered into and will be performed. Section 45. Entirety Clause. This Lease and the attachments and exhibits incorporated into this Lease constitute the entire agreement between the City and Lessee for the purpose granted. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter of this Lease, unless contained in this Lease are expressly revoked, as the parties intend to provide for a complete understanding within the provisions of this Lease and its exhibits of the terms, conditions, promises, and covenants relating to Lessee's operations and the Premises to be used in the operations. Section 45. Binding Lease. It is further mutually understood and agreed that the covenants and agreements contained in the Lease, to be performed by the respective parties, are binding on the parties, and their respective successors and assigns. Section 47. Acknowledgment. Each party expressly agrees that it has independently read and understood this Lease. By Lessee's execution of this Lease, Lessee acknowledges and understands that this Lease is not binding on the City until propedy authorized by the Council and executed by the City Manager or by his designee. H:~EG-DIR\Doy~eO Cu rlis\MYDOCS~003 04\PARK&REC.27~_ease&Us.eAgreemt~011205DC WeslCC.Rolary. BoyScoutTr~op Lease,&UseAg mLdoc EXECUTED IN DUPLICATE ORIGINALS on the 2005 day of Page 13 of 14 LESSEE: WEST CORPUS CHRISTI ROTARY CLUB By: ~ C~J[~.~ --~ Hannah Carter, President STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on Fc-t°ru-~-'c~t [ ,2005, by Hannah Carter, President of West Corpus Christi Rotary Club, a Texas unincorporated association, on behaff of the association. Nota~ S~tate of~Texa s~c Pdnted Name: ~--fl~-/~- Seal: · ',~,~ ~.',, REBA N. GEORGE -"" '*~- Notary Public, State of Te.x~s ',,?" .~,!~ My Comm~s~n E~pJres : ,,,,~.~,~,,, Februory 12, 2006 Expiration Date: H:U-EG~)IR~Doy~eD CurllsV~fYDOCS~003 04\PARK&REC 27'~Lease&Us aAgreemt~O 11205DC WeslCC.Ro[ary. BoySc~.~Troop,Lease &US~AomLdoc Page 14 of 14 ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary ~ity Manager APPROVED 12 January 2005 Doyle D. Curtis Chief, Administrative Law Section Senior Assistant City Attomey For City Attomey STATE OF TEXAS § COUNTY OF NUECES § , This instrument was acknowledged before me on ~--~Z~) ,2005, by George K. Noe, City Manager of the City of Corpus Chdsti, a Texas home-rule Municipal Corporation, on behalf of the corporation. Notary Public, State of Texas Printed Name: Seal: Expiration Date: H:/LEG DIR\DoyteD Curtis~YDOCS~2003.04~PARK&REC.27~_e~3se&Us.~Agreem~011205DC.Wes~CC.Rotary. BoyScoutTroop. Lease.&UseAgmt.doc Page 1 of 2 EXHIBIT A-1 An area 300' by 400' from Tract B, Nueces View Tract, recorded in Volume 28, page 64, Nueces County Plat Records, the same area more particularly described by the following metes and bounds: From the center line of McKenzie Road, a distance along the center of Allison Drive of 918', more or less, to a 2" pipe located upon the approximate right-of-way line (West) of Allison Drive, for a place of beginning, thence 400' Northwest to a 2" pipe, thence 300' Northeast to a 2" pipe, thence 400' Southeast to a 2" pipe on the approximate right-of-way line of Allison Drive, thence 300' Southwest along Allison Drive to the point of beginning, all of which being a 275 acre tract of land, H iLEG-DIR\OlgaR~Doyle~Park & Rec\031104DC CCRotary Club Lease Exhibit A 1 page 1 doc Page 1 of 2 EXHIBIT A-2 DETAILED CONDITIONS FOR USING PREMISES CITY OF CORPUS CHRISTI, TEXAS LEASE & USE AGREEMENT WITH THE WEST CORPUS CHRISTI ROTARY CLUB This Exhibit A2 contains detailed conditions for using the Premises ("Premises") defined in, and is attached to and governed by, the CITY OF CORPUS CHRISTI, TEXAS Lease and Use Agreement with WEST CORPUS CHRISTI ROTARY CLUB. 1. Lessee Services and Responsibilities. 1.1 Boy Scouts. Annually Lessee will offer sponsorship of Boy Scout Troop 18 in accordance with the governing rules of the South Texas Council of the Boy Scouts of Amedca. Boy Scout Troop 18 activities are held at a Boy Scout hut on the Premises and will be offered to all boys meeting eligibility requirements. 1.2 City Use. If Lessee is not using its Premises, City may use any or all of the area. 1.3 Maintenance. Lessee must maintain the Premises and improvements constructed thereon. If Lessee fails to perform maintenance tasks as scheduled, or fails to perform repairs in a timely manner, City may do so and bill Lessee. Lessee must pay City within 30 days after Director's wdtten demand. At a minimum, maintenance includes: a. Lessee shall pick up and propedy dispose of litter on a daily basis whenever the Premises are being used and weekly during the rest of the year; Lessee shall keep the Premises (including any buildings, permanent or temporary) operational and in good repair; including, but not limited to, all improvements, irrigation systems and fair weather parking area. Lessee must immediately report any vandalism to the Director, or his designee, and the Corpus Chdsti Police Department, Nueces County, Texas; Lessee must keep safe and in good repair all improvements. Lessee must make all repairs within 48 hours after the need for repair is, or should have been discovered. Lessee must keep any parking areas and access roads free of debds, propedy designated, and free of potholes in accordance with standards issued by the Director. Lessee must repair potholes using the appropriate material, concrete or asphalt, within ten (10) working days after the need for repair is or should have been discovered; f. Lessee must ensure that parking is confined to designated areas; H:~-EG-DIR~DoyteD.CuHis\MYDOCS~003.04\PARK&REC 27~Lease&Us.eAgreem[~D 11205DC.WastCC.RoLar~.BoyS cz3~tTrmop. Lease. UsaAgm L ExhbA2.dec Page 2 of 2 Lessee must maintain the Premises within the Lease boundary lines. Grass on the Premises must not exceed 6 inches. Failure to keep the grass below 6 inches shall be grounds for termination. 1.4 Registration, etc. Lessee will promote the program so that the public is aware of the organization's activities. Lessee will conduct all registration, take all fees, and schedule all meetings. 1.5 Utilities. Lessee must pay for ail utilities, such as electricity, water, wastewater, and solid waste bills associated with its usage of the Premises. Lessee must pay for all its phone bills. 1.6 Coml~laint Notice. Lessee will post a notice at Premises, in a form approved by the Director, that if any participant or spectator has any complaints or concerns they may contact the City at 826-3461 and talk to the Director, or designee. 2. City Resl~onsibilities. 2.1 Debt Service. City will pay bond debt for Premises. 2.2 Maintenance. City will maintain the areas outside of the Premises determined by this lease. 2.3 Capital Improvements. City will fund capital improvements determined by the City that are needed at its discretion. 2.4 Contact Person. For the Lease, the City's contact person is the Director. H:/LEG-DIR~ DoyJeD.C u rt~SU~IYDOCS~2003.04\PAR~&REC.27~_~ase&Us eAgreem~ 11205DC.WestCC.RoLary. BoyScoutTmop Lease,UseAgmb ExhbA2.doc 40 EXHIBIT B CONSTITUTION and BYLAWS of the ROTARY CLUB OF WEST CORPUS CHRISTI 1 certify these documents to be true and correct and have not been amended. Russell Campl:/~l, President Date' Oconstitution of the Rotary Club of West Corpus Christi Revised November 20, 2002 Article I Definitions As used in this constitution, unless the context otherwise clearly requires, the words in this article shall have the following meanings: 1. Board: The Board of Directors of this club. 2. Bylaws: The bylaws of this club. 3. Director: A member of this club's Board of Directors. 4. Member: A member, other than an honorary member, of this club. 5. RI: Rotary International. 6. Year: The twelve-month period which begins on 1 July. Article Il Name The name of this organization shall be Rotary Club of West Corpus Christi (Member of Rotary International) Article III Locality of the Club The locality of this club is as follows: Corpus Christi, Texas. Article IV Object The Object of Rotary is to encourage and foster the ideal of service as a basis of worthy enterprise and, in particular, to encourage and foster: First. The development of acquaintance as an opporturdty for service; Second High ethical standards in business and professions; the recognition of the worthiness of all useful occupations; and the dignifying of each Rotarian's occupation as an opportunity to serve society; Third The application of the ideal of service in each Rotarian's personal, business, and commurdty life; Fourth. The advancement of international understanding, goodwill, and peace through a world fellowship of business and professional persons united in the ideal of service. Article V Meetings Section 1 -- Regular Meetings. (a) Day and Time. This club shall hold a regular meeting once each week on the day and at the time provided in the bylaws. * The bylaws of Rotary International provide that each club admitted to membership in RI shall adopt this prescribed standard club constitution. Article I; II; Ill; IV; V (b) Change of Meeting. For good cause, the board may change a regular meeting to any day during the period commencing with the day following the preceding regular meeting and ending with the day preceding the next regular meeting, or to a different hour of the regular day, or to a different place. (c) Cancellation. The board may cancel a regular meeting if it falls on a legal holiday or in case of the death ora club member, or of an epidemic or of a Constitution of the RCWCC 1 of 10 OConstitution of the Rotary Club of West Corpus Christi Revised November 20, 2002 disaster affecting the whole community, or of an armed conflict in the community which endangers the lives of the club members. The board may cancel not more than four regular meetings in a year for causes not otherwise specified herein provided that this club does not fail to meet for more than three consecutive meetings. Section 2 --Annual Meeting. An annual meeting for the election ofofficem shall be held not later than 31 December as provided in the bylaws. Article VI Membership Section l -- General Qualifications This club shall be composed of adult persons of good character and good business and professional reputation. Section 2 --Kinds. This club shall have two kinds of membership, namely: active and honorary. ** Interim Provision Relating to Section 2-- Notwithstanding the provisions of article VI, section 2, no one who was a member of a Rotary club as of 1 July 2001 shall lose membership by reason of enactment 01-148 adopted by the 2001 Council on Legislation. Section 3 -- Active Membership. A person possessing the qualifications set forth in article V, section 2 of the RI constitution may be elected to active membership in this club. Section 4 -- Transferring or Former Rotarian. A member may propose to active membership a transferring member or former member of a club, if the proposed member is terminating or has terminated such membership in the former club due to no longer being engaged in the fo,rrnerly assigned classification of business or profession within the locality of the former club or the surrounding area. The transferring or former member of a club being proposed to active membership under this section may also be proposed by the former club. Section 5 -- Dual Membership. No person shall simultaneously hold active membership in this and another club. No person shall simultaneously be a member and an honorary member in this club. No person shall simultaneously hold active membership in this club and membership in a Rolm-act club. Section 6 -- Honorary Membership. (a) Eligibility for Honorary Membership. Persons who have distinguished them- selves by meritorious service in the furtherance of Rotary ideals may be elected to honorary membership in this club. The term of such membership shall be as determined by the board. Persons may hold honorary membership in more than one club. Constitution of the RCWCC 2 of 10 OConstitution of the Rotary Club of West Corpus Christi Revised November 20, 2002 (b) Rights and Privileges. Honorary members shall be exempt from the payment of admission fees and dues, shall have no vote, and shall not be eligible to hold any office in this club. Such members shall not hold classifications, but shall be entitled to attend all meetings and enjoy all the other privileges of this club. No honorary member of this club is entitled to any rights and privileges in any other club, except for the right to visit other clubs without being the guest of a Rotarian. Section 7 -- Holders of Public Office. Persons elected or appointed to public office for a specified time shall not be eligible to active membership in this club under the classification of such office. This restriction shall not apply to persons holding positions or offices in schools, colleges, or other institutions of learning or to persons who are elected or appointed to the judiciary. Members who are elected or appointed to public office for a specified period may continue as such members in their existing classifications during the period in which they hold such office. Section 8 -- Rotary International Employment. This club may retain in its membership any member employed by RI. Article VII Classifications Section l -- General Provisions. (a) Principal Activity. Each member shall be classified in accordance with the member's business or profession. The classification shall be that which describes the principal and recognized activity of the firm, company, or institution with which the member is connected or that which describes the member's principal and recognized business or professional activity. (b) Correchon or Adjustment If the circumstances warrant, the board may correct or adjust the classification of any member. Notice of a proposed correction or adjustment shall be provided to the member and the member shall be allowed a hearing thereon. Section 2 -- Limitations. This club shall not elect a person to active membership from a classificatmn if the club already has five or more members from that classification, unless the club has more than 50 members, in which case, the club may elect a person to active membership in a classification so long as it will not result in the classification making up more than 10 percent of the club's active membership. Members who are retired shall not be included in the total number of members from a classification. If a member changes classification, the club may continue the member's membership under the new classification notwithstanding these limitations. ** lnterim Provision Relating to Section 2-- Notwithstanding the provisions of article VII, section 2, no one who was a member of a Rotary club as of 1 July 2001 shall lose membership by reason of enactment 01-148 Constitution of the RCWCC 3 of 10 OConstitution of the Rotary Club of West Corpus Christi Revised November 20, 2002 adopted by the 2001 Council on Legislation. (See footnote for Interim Provision to article VI, section 2 of this constitution.) Article VIII Attendance Section 1 -- General Provisions. Each member should attend this club's regular meetings. A member shall be counted as attending a regular meeting if the member is present for at least 60 percent of the meeting, or is present and is called away unexpectedly and subsequently produces evidence to the satisfaction of/he board that such action was reasonable, or makes up for an absence in any of the following ways: (a) 14 Days Before ordfier the Meeting. If, within fourteen (14) days before or after the regular time for that meeting, the member (1) attends at least 60 percent of the regular meeting of another club or of a provisional club; or (2) attends a regular meeting of a Rotamct or Interact club or Rotary Community Corps or of a provisional Rotaract or Interact club or Rotary Community Corps; or (3) attends a convention of Ri, a council on legislation, an international assembly, a Rotary institute for past and present officers of RI, a Rotary institute for past, present, and incoming officers of Ri, or any other meeting convened with the approval of the board of directors of RI or the president of RI acting on behalf of the board of directors of RI, a Rotary multi-zone conference, a meeting of a committee of Ri, a Rotary distr/ct conference, a Rotary district assembly, any district meeting held by direction of the board of directors of Ri, any district committee meeting held by direction of the district governor, or a regularly announced intercity meeting of Rotary clubs; or (4) is present at the usual time and place of a regular meeting of another club for the purpose of attending such meeting, but that club is not meeting at that time or place; or (5) attends and participates in a club service project or a club-sponsored community event or meeting authorized by the board; or (6) attends a board meeting or, if authorized by the board, a meeting of a service committee to which the member is assigned. When a member is outside the member's country of residence for more than fourteen (14) days, the time restriction shall not be imposed so that the member may attend meetings in another country at any time during the travel period, and each such attendance shall count as a valid make-up for any regular meeting missed during the member's time abroad. (b) At the Time of the Meeting. If, at the time of the meeting, the member is (1) traveling with reasonable direcmess to or from one of the meetings specified in sub-subsection (a) (3) of this section; or (2) serving as an officer or member of a committee of Ri, or a trustee of The Rotary Foundation; or (3) serving as the special representative of the district governor in the formation of a new club; or (4) on Rotary business in the employ of Ri; or (5) directly and actively engaged in a district-sponsored or RI- or Rotary Foundation- sponsored service project in a remote area where making up attendance is Constitution of the RCWCC 4 of 10 OConstitution of the Rotary Club of West Corpus Christi Revised November 20, 2002 impossible; or (6) engaged in Rotary business duly authorized by the board which precludes attendance at the meeting. (c) Extended Absence on OutpostedAssignment. lfthe member, wh/le working within the member's own country of residence for an extended period on an out-posted assignment and with the mutual agreement of the member's club and a designated club, attends meetings of the designated club. Section 2 -- Excused Absences. A member's absence shall be excused if (aL the absence complies with the conditions and under circumstances approved by the board. The board may excuse a member's absence for reasons which it considers to be good and sufficient. Co) the aggregate of the member's years of age and years of membership in one or more clubs is 85 years or more and the member has notified the club secretary in writing of the member's desire to be excused from attendance and the board has approved. Section 3 --R] Officers'Absences. A member's absence shall be excused if the member is a current officer of RI. Section 4 --Attendance Records. Any member whose absences are excused under the provisions of subsection (b) of section 2 of this article shall not be included in the membership figure used to compute this club's attendance nor shall such absences or attendances be used for that purpose. Article IX Directors and Officers Section 1 -- Governing Body. The governing body of this club shall be the board constituted as the bylaws may provide. Section 2 --Authority. The board shall have general control over all officers and committees and, for good cause, may declare any office vacant. Section 3 -- Board Action Final The decision of the board in all club matters is final, subject only to an appeal to the club. However, as to a decision to terminate membership, a member, pursuant to article XI, section 6, may either appeal to the club or request arbitration. If appealed, a decision of the board shall be reversed only by a two-thirds vote of the members present, at a regular meeting specified by the board, provided a quorum is present and notice of the appeal has been given by the secretary to each member at least five (5) days prior to the meeting. If an appeal is taken, the action taken by the club shall be final. Section 4 -- Officers. The club officers shall be a president, a president-elect, and one or more vice-presidents, all of whom shall be members of the board, and a Constitution of the RCWCC 5 of 10 OConstitution of the Rotary Club of West Corpus Christi F~evised November 20, 2002 secretary, a treasurer, and a sergeant-at-arms, who may or may not be members of the board as the bylaws shall provide. Section 5 -- Election of Officers. (a) Terms of Officers other than President. Each officer shall be elected as provided in the bylaws. Except for the president, each officer shall take office on 1 July immediately following election and shall serve for the term of office or until a successor has been duly elected and qualified. (b) Term of President. ~ae president shall be elected as provided in the bylaws, not more than two (2) years but not less than eighteen (18) months prior to the day of taking office. The president shall serve as president-elect for the year immediately preceding the year as president_ The president shall take office on 1 July and shall serve for a period of one (1) year or until a successor has been duly elected and qualified. (c) Qualifications. Each officer and director shall be a member in good standing of this club. The president-elect shall attend the district presidents-elect training seminar and the district assembly unless excused by the governor- elect. If so excused, the president-elect shall send a designated club representative who shall report back to the president-elect. Article X Admission Fees and Dues Every member shall pay an admission fee and annual dues as prescribed in the bylaws, except that any transfemng or former member of another club who is accepted into membership of this club pursuant to article VI, section 4 shall not be required to pay a second admission fee. Article XI Duration of Membership Section 1 -- Period Membership shall continue du~ing the existence of this club unless terminated as hereinafter provided. Section 2 -- Automatic Termination. (a) Membership Qualifications. Membership shall automatically terminate when a member no longer meets the membership qualifications, except that (1) the board may grant a member moving from the locality of this club or the surrounding area a special leave of absence not to exceed one (1) year to enable the member to visit and become known to a Rotary club in the new community if the member is still active in the same classification and continues to meet all other conditions of club membership; (2) the board may allow a member moving from the locality of this club or the surrounding area to retain membership if the member remains active in the saxne classification and continues to meet all other conditions of club membership; and (3) a member whose classification is lost without default of the member may retain such classification and be granted a special leave of absence not to exceed one Constitution of the RCWCC 6 of 10 OConstitution of the Rotary Club of West Corpus Christi Revised November 20, 2002 (1) year to enable the member to obtain new employment in the current or a new classification. Such member must continue to meet all other conditions of club membership. Termination of membership would take effect only at the end of the period of leave granted to the member. (b) How to Rejoin. When the membership of a member has terminated as provided in subsection (a) of this section, such person may make new application for membership, under the same or another classification. A second admission fee shall not be required. (c) Termination of Honorary Membership. Honorary membership shall automatically terminate at the end of the term for such membership as determined by the board. However, the board may extend an honorary membership for an additional period. The board may revoke an honorary membership at any time. Section 3 -- Termination -- Non-payment of Dues (a) Process. Any member failing to pay dues within thirty (30) days after the pre- scribed time shall be notified in writing by the secretary at the member's last known address. If the dues are not paid on or before ten (10) days of the date of notification, membership may terminate, subject to the discretion of the board. (b) Reinstatement. The board may reinstate the former member to membership upon the former member's petition and payment of all indebtedness to this club. However, no former member may be reinstated to active membership if the former member's classification has been filled. Section 4 -- Termination Non-attendance. (~) Attendance Percentages. A member must (1) attend or make up at least 60 percent of club regular meetings in each half of the year; (2) attend at least 30 percent of this club's regular meetings in each half of the year. If a member fails to attend as required, the member's membership shall be subject to termination unless the board consents to such non-attendance for good cause. (b) Consecutive Absences. Unless otherwise excused by the board for good and sufficient reason or pursuant to article VIII, sections 2 or 3, each member who fails to attend or make up four consecutive regular meetings shall be informed by the board that the member's non-attendance may be considered a request to terminate membership in this club. Thereafter, the board, by a majority vote, may terminate the member's membership. Section 5 -- Termination -- Other Causes. (a) Good Cause. The board may terminate the membership of any member who ceases to have the qualifications for membership in this club or for any good cause by a vote of not less than two-thirds of the board members, at a meeting called for that purpose. Constitution of the RCWCC 7 of 10 OConstitution of the Rotary Club of West Corpus Christi Revised November 20, 2002 (b) Notice Prior to taking any action under subsection (a) of this section, the member shall be given at least ten (10) days' written notice of such pending action and an opportunity to submit a written answer to the board. The member shall have the right to appear before the board to state the member's case. Notice shall be by personal delivery or by registered letter to the member's last known address. (c) Filling Classification. When the board has terminated the membership of a member as provided for in this section, this club shall not elect a new member under the former member's classification until the time for hearing any appeal has expired and the decision of this club or of the arbitrators has been announced. Section 6 -- Right to Appeal or Arbitrate Termination. (a) Notice. Within seven (7) days after the date of the board's decision to terminate membership, the secretary shall give written notice of the decision to the member. Within fourteen (14) days after the date of the notice, the member may give written notice to the secretary of the intention either to appeal to the club or to arbitrate as provided in article XV. Co) Date for Hearing of Appeal. In the event of an appeal, the board shall set a date for the hearing of the appeal at a regular club meeting to be held within twenty-one (21) days after receipt of the notice of appeal. At least five (5) days' written notice of the meeting and its special business shall be given to every member. Only members shall be present when the appeal is heard. (c) Arbitration. In the event of a request for arbitration, each party shall appoint an arbitrator and the arbitrators shall appoint an umpire. Only a member of a Rotary club may be appointed as umpire or as arbitrator. (d) Appeal. If an appeal is taken, the action of the club shall be final and binding on all parties and shall not be subject to arbitration. (e) Decision of Arbitrators or Umpire. If arbitration is requested, the decision reached by the arbitrators or, if they disagree, by the umpire shall be final and binding on all parties and shall not be subject to appeal. Section 7 -- Board Action Final. Board action shall be final if no appeal to this club is taken and no arbitration is requested. Section 8 --Resignation. The resignation of any member from this club shall be in writing, addressed to the president or secretary. The resignation shall be accepted by the board if the member has no indebtedness to this club. Section 9 -- Forfeiture of Property Interest. Any person whose club membership has been terminated in any manner shall forfeit all interest in any funds or other property belonging to this club. Constitution of the RCWCC I~ of 10 OConstitution of the Rotary Club of West Corpus Christi Revised November 20, 2002 Article Xll Community, National, and International Affairs Section l -- Proper Subjects. The merits of any public question involving the general welfare of the community, the nation, and the world are of concern to the members of this club and shall be proper subjects of fair and informed study and discussion at a club meeting for the enlightenment of its members in forming their individual opinions. However, this club shall not express an opinion on any pending controversial public measure. Section 2 -- No Endorsements. This club shall not endorse or recomanend any candidate for public office and shall not discuss at any club meeting the merits or demerits of any such candidate. Section 3 -- Non-Political. (a) Resolutions and Opinions. This club shall neither adopt nor circulate resolutions or opinions, and shall not take action dealing with world affairs or international policies of a political nature. (b) Appeals. This club shall not direct appeals to clubs, peoples, or governments, or circulate letters, speeches, or proposed plans for the solution of specific international problems of a political nature. Section 4 -- Recognizing Rotary's Beginning. The week of the anniversary of Rotary's founding (23 February) shall be known as World Understanding and Peace Week. During this week, this club will celebrate Rotary service, reflect upon past achievements, and focus on programs of peace, understanding, and goodwi/1 in the community and throughout the world. Article XlII Rotary Magazines Section 1 -- Mandatory Subscription. Unless, in accordance with the bylaws of RI, this club is excused by the board of directors of Ri from complying with the provisions of this article, each member shall, for the duration of membership, subscribe to the official magazine or to the magazine approved and prescribed for this club by the board of directors of RI. The subscription shall be paid in six (6) month periods for the duration of membership in this club and to the end of any six (6) month period during which membership may terminate. Section 2 -- Subscription Collection. The subscription shall be collected by this club from each member semiannually in advance and remitted to the Secretariat of Ri or to the office of such regional publications as may be determined by the board of directors of RI. Article XIV Acceptance of Object and Compliance with Constitution and Bylaws Constitution of the RCWCC 9 of 10 OConstitution of the Rotary Club of West Corpus Christi Revised November 20, 2002 By payment of an admission fee and dues, a member accepts the principles of Rotary as expressed in its object and submits to and agrees to comply with and be bound by the constitution and bylaws of this club, and on these conditions alone is entitled to the privileges of this club. Each member shall be subject to the terms of the constitution and bylaws regardless of whether such member has received copies of them. Article XV Arbitration Should any dispute, other than as to a decision of the board, arise between any current or former member(s) and this club, any club officer or the board, on any account whatsoever which cannot be settled under the procedure already provided for such purpose, the dispute shall be settled, upon a request to the secretary by any of the disputants, by arbitration. The procedure utilized for such arbitration shall be as provided in article XI, section 6, subsections (c) and (e). Article XVI Bylaws Tiffs club shall adopt bylaws not inconsistent with the constitution and bylaws of RI, with the rules of procedure for an administrative territorial unit where established by RI, and w/th this constitution, embodying additional provisions for the government of this club. Such bylaws may be amended from time to time as therein pro-vided_ Article XVll Interpretation Throughout this constitution, the terminology "mail," "mailing," and "ballot-by-mail" will include utilization of electronic mail (e-mail) and intemet technology to reduce costs and increase responsiveness. Article XVIII Amendments Section 1 --Manner of Amending. Except as provided in section 2 of this article, this constitution may be amended only by the council on legislation'm the same manner as is established in the bylaws of RI for the amendment of its bylaws. Section 2 -- Amending Article H and Article IIX Article II (Name) and Article III (Locality of the Club) of the constitution shall be amended at any regular meeting of this club, a quorum being present by the aft-m-native vote of a majority of members present and voting, provided that notice of such proposed amendment shall have been mailed to each member at least ten (10) days before such meeting, and provided further, that such amendment shall be submitted to the board of directors of RI for its approval and shall become effective only when so approved. Constitution of the RCWCC 10 of 10 BYLAWS OF THE ROTARY CLUB OF WEST CORPUS CHRISTI Revised O~ober 4, 2002 Article I Election of Directors and Officers SECTION 1: At a regular meeting one month prior to the meeting for election of officers, the presiding officer shall ask for nominations by members of the club for president, president-elect, secretary, treasurer, sergeant-at-arms and 4 members of the board of directors. The nominations may be presented by a nominating committee or by members from the floor, by either or both, as the club may determine. If it is determined to have a nominating committee, such committee shall be appointed by the president. The nominations duly made shall be placed on a ballot in alphabetical order under each office and shall be voted for at the annual meeting. The candidates for president, president-elect, secretary, treasurer and sergeant-at- arms receiving a majority of the votes shall be declared elected to their respective offices. The 4 candidates for director receiving a majorily of the votes shall be declared elected as directors. The president-elect elected in such balloting shall serve as a member of the board as president-elect for the year commencing on the first day of July next following his/her election, and shall assume office as president on the first day of July immediately following his/her year of service on the board as president-elect, SECTION 2: The officers and directors so elected, together with the immediate past president shall constitute the board of directors. SECTION 3: A vacancy in the board of directors or any office shall be filled by action of the remaining members of the board. SECTION 4: A vacancy in the position of any officer-elect or director-elect shall be filled by action of the remaining members of the board of directors-elect. Article II Board of Directors The governing body of this club shall be the board of directors consisting of 1 0 members of this club, namely 4 directom elected in accordance with Adicle I, Section 1, of these by-laws, the president, president-elect, secretary, treasurer, sergeant-at-arms, and the immediate past president. Article III Duties of Officers SECTION 1: President. It shall be the duty of the president to preside at meetings of the club, the meetings of the board, and to perform such other duties as ordinarily pertain to the office of president. SECTION 2: President-elect, It shall be the duty of the president-elect to preside at meetings of the club and board in the absence of the president and to perform such other duties as ordinarily pedain to his/her office, The president shall appoint the president-elect to oversee and Page -1 - ~~ ~ r~'~ BYLAWS OF THE ROTARY CLUB OF WEST COR.US C.R Sn .~ Revised October 4, 2002 coordinate the work of classifications, membership, membership development, and Rotary Information. The president shell, subject to the approval of the board, appoint any committees on any particular phases of the President-elect responsibilities to address: Membership Membership Development Project Fund and shall appoint one member each year to the following: Classifications Rotary Information Where feasible and practicable in the appointment of club committees, there should be provision for continuity of membership, either by appointing one or more members for a second term or by appointing one or more members to a two-year term. The classifications, Rotary Information and nominating committees shall each consist of three members, one member of each committee to be appointed each year for a term of three years. The first appointments made under this provision shall be as follows: One member for a term of one year; one member for a term of two years; one member for a term of three years. SECTION 3: Secretary. It shall be the duty of the secretary to keep the records of membership, record the attendance at meetings, send out notices of meetings of the club, board and committees, record and preserve the minutes of such meetings, make the required reports to Rotary International, including the semiannual repods of membership, which shall be made to the general secretary of Rotary International on January 1st and July 1st of each year, and including prorated reports to the general secretary on October 1 and April 1 of each active, and past service member who has been elected to membership in the club since the start of the July or January semiannual reporting pedod, the report of changes in membership, which shall be made to the general secretary of Rotary International, the monthly report of attendance at the club meetings, which shall be made to the distdct governor within 15 days of the last meeting of the month, collect and remit to Rotary International subscriptions to THE ROTARIAN, and perform such other duties as usually pedain to the office secretary. SECTION4: Treasurer. Itshallbethedutyofthetreasurertohavecustodyofallfunds, accounfing for same to the club annually and at any other time upon demand by the board, and to perform such other duties as pertain to the office of treasurer . Upon retirement from office, the treasurer shall turn over to the incoming treasurer or to the president all funds, books of accounts, or any other club property in his/her possession. SECTION 5: Sergeant-at-arms. The duties of the sergeant-at-arms shall be such as are usually prescribed for such office and such other duties as may be prescribed by the president or the board. Article IV Meetings Page -2- BYLAWS OF THE ROTARY CLUB OF WEST CORPUS CHRISTI Revised October 4, 2002 SECTION 1: Annual meeting. An annual meeting of this club shall be held on or before December 31st of each year al which time the election of officers and directors to serve for the ensuing year shall take place. SECTION 2: The regular weekly meetings of this club shall be held on Friday at 12:00 Noon; the agenda is to commence at 12:15 PM, and the meeting is to conclude at 1:00 PM or as close to 1:00 PM as is feasible. Due notice of any changes in canceling of the regular meeting shall be given to all members of the club. All members excepting an honorary member (or member excused by the board of directors of this club, pursuant to article VIII, section 2b of the standard Rotary club constitution) in good standing in this club, on the day of the regular meeting, must be counted as present or absent, and attendance must be evidenced by the member's being present for at least sixty (60) percent of the time devoted to the regular meeting, either at this club or at any other Rotary club, or as otherwise provided in the standard Rotary club constitution, article VIIL section 1. SECTION 3: One-third of the membership shall constitute a quorum at the annual and regular meetings of this club. SECTION 4: Regular meetings of the board shall be held once each month. Special meetings of the board shall be called by the president, whenever deemed necessary, or upon the request of two members of the board, due notice having been given. SECTION 5: A majority of the board members shall constitute a quorum of the board. Article V Fees and Dues SECTION 1: The admission fee shall be $100.00 lo be paid before the applicant can qualify as a member. SECTION 2: The membership dues shall be $250.00 per annum, payable semiannually on the 15th day of July and of January, with the understanding that six dollars ($6.00) of each semi-annual payment shall be applied to each member's subscription to THE ROTARIAN magazine. ' Article VI Method of Voting The business of this club shall be transacted by viva voca vote or at the president's discretion, by ballot, except the election of officers and directors which shall be by ballot. Article VII Committees Page-3- OBYLAWS OF THE ROTARY CLUB OF WEST CORPUS CHRISTI Revised October 4, 2002 SECTION 1: (a) The president shall, subject to the approval of the board, appoint the following standing committees: Club Service Committee Community Service Committee international Service Committee Vocational Service Committee (b) The president shall, subject lo the approval of the board, also appoint such committees on particular phases of club service, community service, international service and vocational service as he/she may deem necessary. (c) The club service committee, community service committee, the international service committee and the vocalional service committee shall each consist of a chairman, who shall be named by the president from the membership of the board, and of not less than two other members. (d) The president shall be ex-officio a member of all committees and, as such, shall have all the privileges of membership. (e) Each committee shall transact such business as is delegated to it in the bylaws and such additional business as may be referred to it by the president or the board. Except where special authority is given by the board, such committees shall not take action until a report has been made to the board and approved by the board. (0 The president may appoint one or more committees dealing with various aspects of youth activities, which, depending on their respective responsibilities, may be under any, or all of the vocational service, community service, or international service committees. Where feasible and practicable in the appointment of such committees, there should be provision for continuity of membership, either by appointing one or more members for a second term or by appointing one or more members to a two-year term. SECTION 2: Club Service Committee. (a) The chairman of the club service committee shall be responsible for all club service activities and shall supervise and coordinate the work of all committees appointed on particular phases of club service. (b) The club service committee shall consist of the chairman of the club service committee and the chairmen of all committees appointed on particular phases of club service. (c) The president shall, subject to the approval of the board, appoint any committees on any particular phases of club service to address: Attendance Committee Club Bulletin Fellowship Magazine Program Public Relations Long Range Planning Page -4- OBYLAWS OF THE ROTARY CLUB OF WEST CORPUS CHRISTI Revised Oc[ober 4, 2002 Nominating and shall appoint any other committees that he/she may deem necessary for the internal administration of club affairs. SECTION 3: Community Service Committee. (a) The chairman of the community service committee shall be responsible for all community service activities and shall supervise and coordinate the work of all committees appointed on particular phases of community service. (b) The community service committee shall consist of the chairman of the community service committee and the chairmen of all committees appointed on particular phases of community service. (c) The president shall, subject to the approval of the board, appoint any committees on any particular phases of community service to address: Human Development Community Development Fund Raising Partners in Service SECTION 4: Vocational Service Committee. (a) The chairman of the vocational service committee shall be responsible for all vocational service activities and shall supervise and coordinate the work of all committees appointed on particular phases of vocational service. (b) The vocational service committee shall consist of the chairman of the vocational service committee and the chairmen of all committees appointed on particular phases of vocational service. (c) The president shall, subject to the approval of the board, appoint the any committees on any particular phases of vocational service to address: Rotary Volunteers Vocations at Work Career Development Vocational Awareness & Recognition SECTION 5: International Service Committee. a) The chairman of the international service committee shall be responsible for all international service activities and shall supervise and coordinate the work of all activities on any particular phases of international service, (b) The international service committee shall consist of the chairman of the international service committee and the chairmen of all committees appointed on padicular phases of club service. (c) The president shall, subject to the approval of the board, appoint the any committees on any particular phases of international service to address: World Community Service Rotary Foundation Page-5- OBYLAWS OF THE ROTARY CLUB OF WEST CORPUS CHRISTI Revised October 4, 2002 International Youth Projects World Health Article VIII Duties of Committees SECTION 1: Club Service Committee. This committee shall devise and carry into effect plans which will guide and assist the members of this club in discharging their responsibilities in matters relating to club service. The chairman of the club service committee shall be responsible for regular meetings of the committee and shall report to the board on all club service activities. (a) Attendance. A means for encouraging attendance at all Rotary meetings--including attendance at district conferences, intercity meetings, regional conferences, and international conventions by all club members shall be devised. Attendance at regular meetings of this club and attendance at regular meetings of other clubs when unable to attend meetings of this club shall be encouraged; informed on attendance requirements shall be kept; promote better incentives for good attendance; and seek to ascertain and remove the conditions that con~ibute to unsatisfactory attendance. (b) Classifications. Proper classification of each proposed member shall be assigned and reviewed. A classification survey shall be conducted no later than August 31 of each year, and a roster of filled and unfilled classifications shall be formulated in accordance the classification principle. The Board shall be counseled on all classification problems. (c) Club Bulletin A weekly club bulletin shall be published to stimulate interest and improve attendance, announce the program of the forthcoming meeting, relate highlights of previous meeting, promote fellowship, contribute to the Rotary education of all members, and report news of the club, of its members and of the worldwide Rotary program. (d) Fellowship Activities. Fellowship activities shall promote acquaintance and friendship among the members, promote participation by members in organized Rotary recreational and social activities, and such work in pursuance of the general object of the ctub as may be assigned by the president or the board. (e) Membership All proposals for membership from the personal side and shall thoroughly investigate the character, business, social and community standing, and general eligibility of all persons proposed for membership shall be considered and shall report on all applications to the board. (f) Membership Development The club roster shall be continually reviewed for filled and unfilled classifications and positive action taken to initiate and present to the board the names of suitable persons to fill unfilled classifications. (g) Program. An interesting and stimulating program shall be prepared for regular and special meetings of the club. (h) Public Relations A strategy shall be devised to carry into effect, plans (1) to give the public general information about Rotary, its history, object, and scope; and (2) to secure proper publicity for the club. (i) Rotary Information All prospective members shall be informed about the privileges and responsibilities of Rotary club membership; members shall be kept informed about the history, Page-6- OBYLAWS OF THE ROTARY CLUB OF WEST CORPUS CHRISTI Revised Oclober 4, 2002 object, and activities of Rotary at all levels; and the orientation of new members dudng their first year in the club shall be overseen. O) The Long Range Planning This commiffee shall be composed of the following members: club secretary (chairman) president, president-elect, past-president, Club Service Avenue Chairman, Long Range Planning Committee Chairman and two members-at-large The members at large will be appointed by the president and serve a one year term and they can be re-appointed to serve by any president during his/her term. This committee shall meet at least annually for review of goals; however, the committee may meet as often as necessary to review the direction of the club in attaining the goals as defined by the Long Range Planning Committee. (h) Magazine Reader interest in THE ROTARIAN shall be stimulated: sponsor a magazine month; arrange for brief monthly reviews of the magazine on regular club programs; encourage the use of the magazine in the induction of new members; provide a copy of the magazine for non-Rotarian speakers; secure international service and other special subscriptions for libraries, hospitals, schools, and other reading rooms; send news items and photographs to the editor of the magazine; and in other ways make the magazine of service to the club members and non-Rotarians SECTION 2: Vocational Service Committee. This committee shall devise and carry into effect plans which will guide and assist the members of this club in discharging their responsibilities in their vocational relationships and in improving the general standards of practice in their respective vocations. The chairman of this committee shall be responsible for the vocational service activities of the club and shall supervise and coordinate the work of any committees that may be appointed on particular phases of vocational service. (a) Rotary Volunteers. Community projects needing volunteers shall be identified, such as the Salvation Army, Beautify Corpus Christi, Angel Tree, etc, and recruit member and non-member volunteers for these projects. The membership shall be kept informed on projects needing volunteers through announcements, club bulletin and any other means necessary. (b) Vocations at Work. The Four-Way Speech Contest shall be conducted, projects/activities to address illiteracy, drug/alcohol abuse and programs to emphasize Rotary ideals throughout the business community shall be developed. (c) Career Development. Projects such as the Career Shadowing project, and the Texas Scholars project should be developed to use members experience to help others, especially youth, find a job. (d) Vocational Awareness and Recognition. This committee shall coordinate with the program chairman to have members give a classification talk to educate the membership about the various occupations, help plan programs to focus on emerging new vocations or major changes in employment requirements and develop ways to recognize those who achieve vocational excellence. The membership shall be educated about the various occupations, emerging new vocations or major changes in employment requirements and ways to recognize those who achieve vocational excellence. The committee shall continue the recognition program of the safety officers or recommend a similar activity. Page -7- OBYLAWS OF THE ROTARY CLUB OF WEST CORPUS CHRISTI Revised Oclober 4, 2002 SECTION 3: Community Se~vice Committee. This committee shall devise and carry into effect plans, which will guide and assist the members of this club in discharging their responsibilities in their community relationships. The Chairman of this committee shall be responsible for the community service activities of the club and shall supervise and coordinate the work of any committees that may be appointed on particular phases of community service, which may or may not include but is not limited to the creation of the following committees: (a) Human Development A plan shall be devised and carried into effect which will guide and assist the members of this club in dealing within the community with the welfare of human beings of all kinds throughout the whole span of life by providing assistance and support to those in need. (b) Community Development A plan shall be devised and carried into effect which will guide and assist the members of this club in working to make the community a better place to live by improving the physical condition of the community and its facilities. (c) The Fund Raising Committee. This committee shall have a chairperson and a vice chairperson to promote the continuity of the committee's efforts and effectiveness from year to year. The vice chairperson shall accepts this position with the understanding that he/she will ascend to the chairperson position the following Rotary Year. (d) Partners in Service Committee. A plan shall be devised and carried into effect which will guide and assist the members of this club in building relationships with other Rotary-sponsored organizations within the community and in cooperating with them in service. SECTION 4: Intemational Service Committee. This committee shall devise and carry into effect plans which will guide and assist the members of this club in discharging their responsibilities in matters relating to international service. The chairman of this committee shall be responsible for the international service activities of the club and shall supervise and coordinate the work on any particular phases of international service. (a) Wodd Community Service. Wodd Understanding Month (February) through a recommended program shall be promoted, a program in recognition of the anniversary of Rotary (February 23) shall be developed and World Community service projects shall be developed and carried out possibly with other area Rotary clubs. (b) Rotary Foundation. The increase in per capita giving to the foundation shall be promoted and new strategies for raising Foundation giving shall be developed. Members should attend and be an active participant in national and distdct seminar of the Foundation. A club activity program for Rotary Foundation month (November) shall be planned and carded out. (c) International Youth Projects. International Youth Exchange, Group Study Exchange, Rotary Friendship Exchange and the Ambassadorial Scholarship programs shall be promoted. international students enrolled in the local schools should be sought out and invited to visit the club. (d) World Health. The members shall coordinate with other health organization to promote Shots Across Texas or any other health related activities. Article IX Leave of Absence Page-8- OBYLAWS OF THE ROTARY CLUB OF WEST CORPUS CHRISTI Revised October 4, 2002 Upon written application to the board, setting forth good and sufficient cause, leave of absence may be granted excusing a member from attending the meetings of the club fora specified length of time (upto six months at a time). (Note: Such leave of absence does operate to prevent a forfeiture of membership; it does not operate to give the club credit for the member's attendance. Unless the member attends a regular meeting of some other club, the excused member must be recorded as absent except that absence authorized under the provision of Art. VII, Sec.3 of the standard Rotary club constitution is not computed in the attendance record of the club.) ArLicle X Finances SECTION 1: The treasurer shall deposit all funds of the club in some bank to be named by the board. SECTION 2: All bills shall be paid only by checks signed by one of the following: treasurer, president, president-elect or secretary. All of the club's financial transactions shall be reported to the board of directors for review to ensure funds are propedy handled. The board of directors shall take any action necessary ensure fiscal responsibility of club funds. SECTION 4: The fiscal year of this club shall extend from July 1st to June 30th, and for the collection of members' dues shall be divided into two semiannual pedods extending from July 1st to December 31st, and from January 1st to June 30th. The payment of per capita dues and magazine subscriptions to Rotary International shall be made on July 1st and January 1 st of each year on the basis of the membership of the club on those dates. (Note: Magazine subscriptions for members joining during a semiannual period are payable upon invoice from the secretary). SECTION 5: At the beginning of each fiscal year the board shall prepare or cause to be prepared a budget of estimated income and estimated expenditures for the year, which, having been agreed to by the board, shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the board. Article Xl Method of Electing Members (For All Kinds of Membership) SECTION 1: The name of a prospective member proposed by an active, senior active o[ the club or by the membership development committee, shall be submitted to the board in wdting, through the club secretary. A transferring or former member of another club may be proposed to active membership by the former club. The proposal for the time being shall be kept confidential except as otherwise provided in this procedure. SECTION 2: The board shall ensure that the proposal meets all the classification and membership requirements of the club constitution. Page -9- SECTION 3: The board shall consider and approve or disapprove the recommendations of the classifications and membership committees and shall then notify the proposer, through the club secretary, of its decision within 30 days of submission of the proposal. BYLAWS OF THE ROTARY CLUB OF WEST CORPUS CHRISTI Revised October 4, 2002 SECTION 4: If the decision of the board is favorable, the proposer, together with one or more members of the Rotary information committee, shall inform the prospective member of: the purposes of Rotary and of the privileges and responsibilities of membership in the dub, following which the prospective member shall be requested to complete and submit an application [or membership and to give his/her permission for his/her name and proposed classification to be published to the club. SECTION 5: If no written objection to the proposal, stating reasons, is received by the board from any member (other than honorary) of the club within 7 days following publication of the name of the prospective member, the prospective member, upon payment of the admission fee(if not honorary membership) as prescribed in these by-laws, shall be considered to be elected to membership. If any objection has been filed with the board, it shall vote on this matter at its next meeting If approved despite the objection, the proposed member, upon payment of the admission fee (if not honorary membership), shall be considered to be elected to membership. SECTION 6: Following the election, the president shall arrange for the induction of the new member; the club secretary shall issue a membership card and shall report the new member to RI; and the Rotary information committee shall provide appropriate literature for presentation at the induction and assign a member to assist in the assimilation of the new member. Article Xll Resolutions No resolution or motion to commit this club on any matter shall be considered by the club until it has been considered by the board. Such resolutions or motions offered at aclub meeting, shall be referred to the board without discussion. Article Xlll Order of Business · Meeting called to order. · Invocation. · Pledge of Allegiance · Song · Introduction of visiting Rotarians. · Correspondence and announcements. · Committee reports if any. · Any unfinished business. Page-lO- BYLAWS OF THE ROTARY CLUB OF WEST CORPUS CHRISTI Revised October 4, 2002 · Any new business. · 50/50 Raffle · Address or other program features. · Four-Way Test recited · Adjournment. Article XlV Amendments These bylaws may be amended at any regular meeting, a quorum being present by a two-thirds vote of all members present, provided that notice o[ such proposed amendment shall have been mailed to each member at least ten days before such meeting. No amendment or addition to these bylaws can be made which is not in harmony with the club constitution and bylaws ol~ Rotary International. Revised and approve~Ll~y the club on ~~/o¢~ ~ ~ Secretary Date Page -11- EXHIBIT C INSURANCE REQUIREMENTS LESSEE'S LIABILITY INSURANCE Lessee must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. Lessee must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. Lessee must furnish to the City's Risk Manager, 2 copies of Certificates of Insurance, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured on the General Liability policy, and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-Day written notice of cancellation, material Bodily Injury and Property Damage change, non-renewal, or termination and 10 day Per occurrence aggregate written notice of cancellation for non-payment of premium is required on all certificates Commercial General Liability including: 2. 3. 4. 5. 6. 7. Commercial Form Premises - Operations Products/Completed Operations Hazard Contractual Liability Broad Form Property Damage Independent Contractors Personal Injury $1,000,000 COMBINED SINGLE LIMIT In the event of accidents of any kind, Lessee must fumish the Risk Manager with copies of all reports of such accidents within 10 days of the accident. ADDITIONAL REQUIREMENTS Certificate of Insurance: The City of Corpus Christi must be named as an additional insured on the General Liability coverage and a blanket waiver of subrogation is required on all applicable policies. If your insurance company uses the standard ACORD form, the cancellation clause (bottom dght) must be amended by adding the wording "changed or" between "be" and "canceled", and deleting the words, "endeavor to", and deleting the wording after "left". H:\LEG-DIR\O~jaR\Doyte~Park & Rec~0~,4\031104DC.Wes~;C.Rolary. ClubBoy. Sc~uts.ln$.Req.doc 3. The name of the project must be listed under "Description of Operations" At a minimum, a 30-day written notice to the Risk Manager of cancellation, material change, non-renewal or termination and a 10 day written notice of cancellation for non-payment of premium is required. If the Certificate of Insurance does not show on its face the existence of the coverage required by items I.B (1)-(7), an authorized representative of the insurance company must include a letter specifically stating whether items 1.B. (1)-(7) are included or excluded. West CC Rotary Club Lease for Boy Scouts ins. req. 2 19-04 ep Risk MgmL H:\LEG-DIR\OlgaR~)oyte\Park & Rec\2004\031104DC.WestCC,Rolary. ClubBoy. Sc:outs.lns. Req.doc