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HomeMy WebLinkAboutC2006-324 - 4/18/2006 - Approved Page 1 of 8 AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND TEXAS A & M UNIVERSITY - WElL GALLERY ("RECIPIENT") (ARTS AND CULTURAL COMMISSION HOTEL OCCUPANCY TAX REVENUE RECIPIENT AGREEMENT) Tile State of Texas KNOW ALL BY THESE PRESENTS: County of Nueces This Hotel Occupancy Tax Revenue Recipient Agreement ("Agreement") is made and entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City"), acting through its duly authorized City Manager or his designee ("City Manager"), and Texas A & M University - Weil Gallerv ("Recipient"), a Texas non-profit corporation, qualified as a 501(c)(3) organization under 26 U.S.C. Section 501(c)(3) Whereas. the City has allocated $4.434 in Hotel Occupancy Tax revenue ("Grant funds") to enable Recipient to perform those activities described in Exhibit "A" ("Activities"), a copy of which is attached to this Agreement and incorporated by reference: Whereas. City desires to encourage and fund activities that promote the arts and in do,ng so serve to promote tourism and the convention and hotel industry within the City of Corpus Christi. in accordance with Chapter 351 of the Texas Tax Code; Whereas Recipient desires to provide those activities that promote the arts, and in d~ng so serve to promote tourism and the convention and hotel industry within the City of Corpus Christi. as the sole or contributory producer of the activities described in EJChibit "A" ("Activities'): Whereas, City has determined that there exists a genuine need for Recipient's Arts program in the City of Corpus Christi and wishes to encourage the production of Recipient's Arts Program through the funding of these Activities; Now, therefore. City and Recipient agree as follows: I. Purpose. The City desires to expend funds from the City's Hotel Occupancy Tax Revenue to fund activities produced by non-profit, community-oriented organizations, specifically those programs that promote the arts and in doing so also promote tourism and the convention and hotel industry within the City of Corpus Christi. II. Term. This agreement commences on the 1 st day of Januarv, 2009. and terminates on the~1 s~ day of December, 2009.. 2006-324 04/18/06 M2006-114 '\MU WelGalle r /:'44340soBa IB ien~lalProtectedForm dot TAMU-Weil Galler~ -......- Page 2 of 8 III. City's Duties. City agrees to pay Recipient $4.434 out of revenue from the City of Corpus Christi's Hotel Occupancy Tax fund for use in accordance with Section IV below In no event will City be liable for an amount in excess of this grant amount. IV. Recipient's Duties. In consideration for receipt of Grant funds, Recipient agrees to perform those activities described In the attached and incorporated Exhibit "A". This performance shall include those activities that are eligible for funding under Section 351.101 (a)(4) of the Texas Tax Code and those activities that are ineligible for funding under that section of the Texas Tax Code but are inherent in and essential to the successful production of Recipient's Activities. V. Eligible Activities. Use of grant funds by Recipient is limited to those activities that, without exception, meet all three of the following requirements: (A) the activities are described in the attached and incorporated Exhibit "A". (8) the activities are in the categories of art that are eligible for funding as described in Section 351 101(a)(4) of the Texas Tax Code. (C) the activities promote the arts and in doing so also promote both tourism and the convention and hotel industry within the City of Corpus Christi. VI. Promotion of Tourism and the Convention and Hotel Industry. Recipient must actively promote tourism to the City and the City's hotel and convention industry as a goal of Recipient's Activities. This may be accomplished by working to increase the number of out-of-town program attendees through target promotion and by working with the local Hotel-Motel and Condominium Associations. VI.. Completion Report. Recipient must submit to the City's Director of Parks and Recreation ("Director") a completion report ("Report"), a copy of which is attached and incorporated into this Agreement by reference as Exhibit "B", no later than thirty (30) days following the termination of this Agreement. The Director, or his designee, shall review this Report to verify whether the Grant funding provided to Recipient was spent In accordance with the requirements in this Agreement. A Recipient will not be ellflible to apply for Grant funds in the next calendar year if that Recipient fails to submit its Report within thirty (30) days following the termination of this AflTeement. This requirement will be strictly enforced. Any recommendation or irHIication by the City that Recipient may be eligible to apply for Grant funds for th. next calendar year is contingent upon the timely submission of this Report; and Recipient shall be declared ineligible to apply for Grant funds for the next calendar year if Recipient fails to timely meet this requirement. The Report must Incfude the following criteria: (A) Written assurance to City that all Activities funded by the City served to promote the arts in the community. This shall be evidenced by providing the City with a written description of Recipient's marketing or advertising strategy. H\LEG-DIR'OlgaR\Doyle\HotiTaiArtsKs\2U06 O:116Cl6DC TAMUWe 1I(:;alle r'(54434 OsoBay8 lennlalProtec tedForm dot .~....'rlIOf Page 3 at 8 (8) For all Activities funded by the City, Recipient must submit to the City a written estimate of the number of Recipient's Arts program attendees that reside outside the territorial limits of the City of Corpus Christi. This may be accomplished by the use of a visitor log, by tallying the number of out-ot-town billings or by listing the out-of-town mailing addresses gathered through the ticket sales process (C) An estimate of the total Arts Program attendance. (D) A statement of Recipient's Arts Program revenues and expenditures. VII. Records Retention. Recipient must at all times during the term of this Agreement, and for three years following the expiration of the Agreement, keep true, accurate, complete, and auditable records. Recipient agrees to: (A) at least annually make periodic reports to the City of its expenditures from the Grant funds given under this agreement; and (8 make records of these expenditures available for review to the City. IX. Disbursement of Funds. Recipient understands and agrees that payment by the City of Grant funds under this Agreement is contingent upon Recipient's full compliance with the requirements of this Agreement. Should Director determine during the Agreement's term that Recipient has failed to comply with the requirements contained in this Agreement, the Agreement is subject to termination in accordance with Section XVII, listed below, and all Grant funds must be repaid to the City. X. Unexpended funds. Upon termination of this Agreement, Recipient must promptly refund to City any unexpended Grant funds. XI. Advertising. Recipient must recognize the City of Corpus Christi as a contributor on all advertisements and publications regarding Recipient's Arts Program. Recipient must provide Director With a copy of all Recipient-sponsored advertising and promotion materials regarding its Activities. XI. Modifications and Waivers. No provision of this Agreement may be altered, changed, modified. or waived. X.. Relationship between Parties. Nothing in this Agreement shall constitute a partnership, joint venture, or principal-agent relationship between the parties. XIV. Compliance with Laws. Recipient shall observe and obey all applicable laws, ordinances, regulations and rules of the Federal, State, Country and City governments. This Agreement is subject to applicable provisions of the City Charter and the City Code of Ordinances. XV. Non-discrimination. Recipient shall not discriminate, or permit discrimination against any person or group of persons, as to employment or in the provision of H\LEG-DIR\:)igaRlDoyle\Hct'Ta, i\rtsKs\2D06 (h1606Dt fAMUWe ,Gaile cy$i434.0soBayB.lennlai Protected Form dot .......,..-....- Page 4 of 8 services, activities, and programs. Discrimination as it pertains to this section includes discrimination on the basis of race, religion, national origin, sex, disability, or age, or in any other manner that is prohibited by the laws of the United States or the State of Texas Director retains the right to take action deemed necessary by Director to enforce this non-discrimination covenant. Violation of this provision will result in the Immediate termination of this Agreement. XVI. Indemnity. To the extent allowed by Texas law, Recipient hereby fully agrees to indemnify and hold harmless the City of Corpus Christi, its officers, employees, representatives, licensees, and irwitees t'indemnitees'? against any and all liability, damage, loss, cl8ims, demands, and actions of any nature due to personal injuries including, but not limited to, workers' compensation and death cl8ims, or any property loss or damage of any kind, that arises out of or is in any manner connected with, caused by, either proximately or remotely, wholly or in part, or claimed to have arisen out of, been connected with, or have been caused by, any act or omission, negligence, or misconduct on the part of Indemnitees or Recipient, or Recipient's agents, servants, employees, guests, contractors, patrons, licensees, or invitees participating in or observing Recipient's Activities. Recipient further agrees to indemnify and hold harmless Indemnitees in any situation in which injury or damage results from a violation by the Indemnitees or Recipient, or Recipient's agents, servants, employees, guests, contractors, patrons, licensees, or invitees, of any law, statute, ordinance, or government order of any kind. Further, Recipient will indemnify and hold harmless Indemnitees where injury or damage results or arises ollt of the exercise or rights or performance of obligations created by this Agreement. Tltese terms of indemnification are effective regardless of whether said injuries or damages result from the sole negligence, contributory ntg/;gence, or concurrent negligence of Indemnitees. Recipient must, at its own expense, investigate all claims and demands, attend to their filtal resolution either by settlement or otherwise, defend all actions with counsel satisfactory to Indemnitees, and pay all costs and eJfpenses related to such actions on account of liability, damage, loss, claims, demands, or actions, including attorney fees. xVtI. Termination. (A) The City may terminate this Agreement for any of the following reasons: H:'LEC-DIR OlgaRlDoy!elHotiT au'\rtsKsI2:J06 0516D6DC T AMU.\Ne "Calle ry$<~434 OsoBayBlennl31 protec tedFormdot - - Page 5 of 8 (1) The City may immediately terminate the Agreement due to any violation by Recipient of section XIV or XV of this agreement. (2) The City may terminate this Agreement due to failure by the Recipient to substantially perform the Activities described in Exhibit" A". Director has the sole discretion to make the determination that Grant funds were used for activities that did not fall within the permitted applications of tax revenue under Section 351.101 (a) of the Tax Code. The City may terminate the Agreement upon thirty (30) days written notice, specifying that the Director has determined that Grant funds were used for purposes other than those allowed under Section 351.101 (a) of the Tax Code, and require Recipient to reimburse the City all Grant funds award. Should Recipient and Director agree on a modification to the activities specified in Exhibit "A" and execute a written modification in compliance with Section XII of this Agreement, the City will not terminate the Agreement due to Recipient's failure to adhere to the original, superseded contract terms. (3) The City may terminate this Agreement due to Recipient's use of Grant funds to pay for activities other than those qualifying as Eligible Activities under section V of this Agreement. Director has the sole discretion to make the determination that Grant funds were used for activities other than those qualifying as Eligible Activities. The City may terminate the Agreement upon fourteen (14) days written notice, and require Recipient to reimburse the City all Grant funds awarded. (S) Recipient may terminate this Agreement without cause upon thirty (30) days written notice to City. If Recipient chooses to terminate the Agreement, Recipient must repay all Grant funds awarded, whether those funds were expended on Eligible Activities or not. XVIII. Severability. If any term or provision of this Agreement or its application to a person or circumstance /s determined to be illegal, unenforceable or invalid, the remainder of this Agreement will not be affected by that illegality, unenforceability, or invalidity. To the extent possible, similar legal, valid, and enforceable terms will automatically be substituted for those that are found to be illegal, invalid, and unenforceable. XII. Force Majeure. With respect to any duties, obligations, or covenants (but not intJluding the Completion Report required by Section VII) to be performed, or consideration to be provIded to either party during the term of this Agreement, the party so obligated shall, in no event, be liable for failure to perform when prevented from doing so by any cause beyond the reasonable control of that party including, without limitation: strike, lockout. breakdown, accident, order or regulation of any governmental authority, failure of supply, inability, by the exercise of reasonable diligence, to obtain supplies, parts or employees necessary to perform services, or because of war, natural disaster, or other emergency The time when that duty, obligation, or covenant must be H\LEG-DIROigaR\Doyle\HotTa, ArtsKs\2(J06 051606DC r AMU-We.I!Galle ryS'IL34 OsoBayR lenn:al Protected Form dot Page 6 of 8 performed or consideration must be provided will be extended for a period of time equivalent to the delay due to the cause beyond the control of the party obligated. xx. Notices. All notices, demands, requests, or replies ("communications") provided for or permitted under this Agreement by either party must be in writing and must be delivered by one of the following methods: (1) personal delivery; (2) deposit with the United States Postal Service via certified or registered mail, return receipt requested, postage prepaid; (3) prepaid telegram; (4) deposit with an overnight express delivery service, for which service has been prepaid; or (5) fax transmittal. 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 overnight express delivery service in the manner described above will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier Notice by fax will be deemed received upon transmission with proof of delivery to the receiving party. All communications must be made to: If to City: City of Corpus Christi Director, Parks & Recreation P. O. Box 9277 Corpus Christi, TX 78469-9277 (311) 880-3461 If to Recipient: 78412 Eitler party may change the address to which notice is sent by providing notice as described above. Recipient must notify City of an address change within thirty (30) days after Recipient's address has changed. x.. Waivers. The failure of either party to complain of any act or omission on the part of the other party, no matter how long the same may continue, will not be deemed a waiver by said party of any of its rights as enumerated in this Agreement. No waiver of any covenant or condition or breach of any covenant or condition of this Agreement by eiller party at any time, express or implied, will be taken to constitute a waiver of any slJl)sequent breach of the covenant or condition. Notwithstanding any indulgence of any breach by the Recipient of the provisions of this Agreement, it is expressly H:\LEG-DIRIOlgaR\DDyle\HotIT ax. ArtsKs\2006\Hot Tax F md\051606DC.T AMU. We.iIGalle.ry$4434 OsoBayB.iennial. Protec.tedForm.dot ~",--,- Page 7 of 8 understood that the City may at any time avail itself of its remedies under this Agreement, including the right to terminate the Agreement on account of breach or default XXII. Entirety. This Agreement and all exhibits attached constitute the entire and sole agreement between the parties regarding the subject matter described in this Agreement. No other written documents or oral representations will have any force or effect on the subject matter of this Agreement. XXIII. Captions. The captions contained in this Agreement are not a part of this Agreement and do not in any way affect or alter the terms of this Agreement. E~ ed In diWJlicate, each of which will be considered an original, on the J" -r- day of tw,1" .2006. ATTEST: ,r (""' I~ Armando Chapa, City S r~tary K. Noe, City Manager ~~7 May 2006 _ Doyle D. Curtis Chief, Administrative Law Section Senior Assistant City Attorney For City Attorney r: ;;::., ~lI~..t/lf.L6.~ -.-..._...."A ~ Art. T'L - STATE OF TEXAS CeUNTY OF NUECES This instrument was acknowledged before me on George K. Noe, City Manager of the City of Corpus Christ;; ~ipal c~rporatipn, rn be~lf of the corporation. I . "', '. I \.[.' l' Cl l/ ary ublic, State o~ Tex ,r~ I . ,I [ I 0 I '. l' . I..~' " \. '\\..' LL.- ILl( Printe ,2006, by Texas home-rule OLGA DELACRUZ Notary Public. State of Texas My Commission Expires August 19. 2009 Commission ExpiresL J ( I \. l H:\LEG-DIR\OlgaR\OoyleIHotIT ax ArtsKs\2006\Hot Tax F und\051606DC.T AMU-We.iIGalle.ry$4434 OsoBayB.iennial. Protec.tedForm.dot -,.... ",-'- Page 8 of 8 FeR REGIPIENT . t~( ~~A, Lq~- .. / 01;. rvey Knull fPrint d Name 1 AVP Research fTitle 1 7 -- 17- 0 G STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on . XL/" 171'N ,2006, by [}f;. Harvey Knull, AVP Research, Texas A & M University - Weil Gallerv, a Texas non- profit corporation, qualified as a 501 (c)(3) organization under 26 U.S.C. Section 501 (c)(3), on behalf of th~ corporation. '- ~~~bli~:'St;te ~f -i;x;;r>< /!"'/'':': Printed Name - '/J-- "'-..,r " - - - - - @ ODelE LEE SMIlH . Mv CommIuIon Explrea June 10. 2001 ~ -- - - -- Commission Expires Ltc' H :\LEG-DIR\OlgaR\DoyteIHotlT ax. ArtsKs\2006\Hot Tax F undl051606DC . TAM U-We.iIGalle.ry$4434. OsoBayB. ienniaL Protec. ted Form.dol '~""-;"'- 2006 ART SUBGRANT PROGRAM Exhibit "A" PART 2: PROJECT DESCRIPTION If completing this form online, please fill in the gray areas. mlZ1\ j(, liT' I (\ IS -\c\ [\/1 l ;~~ ~rs~~ (~~~{lll2-~_..___ -Milt" S~- lQC Include flOe cop~ for each Project Fill out all infonT1ation that applIes atc l~ 11' 'I .(, esT ks ]lh '\:-: reqlic-,t Dance-, Theater D \1usic ["'l Literature \ .\1 : \l'in-EdtLa\lon [] Museum 0 Cultural LJ '{outh /'-rts .. ate 'h 1-'"1.:1' ~ (-,r,l (-.'-_-11.1 hllcl:2-C' to: ' 'idr Orga'illatlOn check 0'1(' '55 ' }~~ $" ,I IS 100 Sl 1 m1l1ion PROJFC!" IS k 1 ,:d [) s111guhr (\~'lt or a senes ofrdated actIvities. Each organization may apply o 1":01 1. ,n _ po'): CL; 1 ':: 1l1;!'Cr'lum '(I!(/I Cll710illll that ma\' be requested IS S 10,000, PrOjects must be completed within the term of support: January l-December 31, If you chanqe the date (only change allowed) of your project within the grant year I please write notice of the change to A, C. C Projects may not be extended into the next year, No Exceptions, Ini ol here fhl I :), Cl' =- i)f 'l~t Ii ell _ JpphcalJons 55 requested 57870.00 Pre C'c . e ,~)~ d3 a~ cnl1i.~L ' \dmlS11;1 ticket ('osts !) Da'c'l r;' th ~'d ill :- ,~' . n~ \ \ 1 ' " '''tl ,,\ .1: \mdll'\c', ':I"dE! 1 confirmed') ~ ,{ es ~o [s 1.:.' t \ . I' ,(111:1l!I:1 ,'" the ,-'\mcrJcans \\ i',}) Dlsabilities Act') ~ Yes D No <It')]'1 \ \,l,ldC ,me:,' ,\ -"-ece sib: \, I' mdidPl)cd s appl1cal1on a statement Jftbe Arts & Cultural CommisSlOn's ":;', \\ha dre you as an organization going to do to l1lsure } c~a>~ y~ <mnte r 1'11b,.:r j t(l llen,.'fit ti '~'ctly from this Pr01ect: :000-;- ~,mr'ilS< O'':1e oLm.; to ad' ertisc \11 ','crtising components are required to include the Arts & Cultural '0 '<:miC' 3 speciE: ad\ ertising mltlets used: l3J TV lZ] Radio I.Z) Newspaper [Z} \Vebsllc- ~ 'j cases S' elL 'escb 1- '\ ~-~ ,'., 11 nil;l\ r'lcr Bi Ho\\ many email invitations are sent') :::00'+ It \ ou are requesting HOT mone\, your organization ~ market out-of-town, _ Samples 01~ yo \.11 markctll1~ , ,',' ' ('" 'le\'''' Flllure Ie) l11clude such sclmp1es wdl atfect future iU'ldlPs De'1'.C II 11 \ \]ll. ," ,~' e~:; lnd 11' , t '- , Ca' \Sslstant3 \'isitor's sign in Clnd request/lpCOc\C st :211 'n t' --d.r~,Cl 1:2") IS' II '.1' cilk o t ~ ,,-;\\'~: al~('l:dl'CS. ,1 r/1 N' II V"S lfves will there be Cl professional ! s I, h 15 II !), .-,,, In, : 'I C e .. " 1 (\ l: II ' : 11 a l 1 ",..::oJ . L -.-.J ",-, ~, 'lnilll1, ,I !leW'2;mi I yes 'len ,\1\1 the professlOn::ll Do nDt a~s\\('r unle;s the activity is a youth erformance 'J.n1 ",,1' :..: \ \8 \ "! r J " 1../7 J--.,-,-~: 1- ~J- eet (2006) Name:_ OsoBayBJei1;lial ~......,""'"'- PROJECT FINANCIAL DATA PLEASE NOTE PROVIDE ONE PROJECT BLDGET ONLY IN THIS SECTION PLEASE ADD ALL COLI'MNS AND ROWS \VHERE INDICATED (>). REVENUES Reminders: F l~ure ""IY JI he lo\ver right corner represents the total project revenues associated with this project. rhl< rigure sh()uld equal the tCltal project expenditures (hgure "D") shO\vn in the lower right comer of Part 2, Pag\.. -=.;:. Grant must be matchedvith cash and c'r in-klr:d ser\1ces. Please note that in-kind resources may not _'xceed 25~/() oj the project t, 1t3] Part F For Actual Project Revenues .., REVENUES Projected Earned Income Estimatt;,<iT:cket Sale> {This p,,'jeer Only' Workshu12 teesTl~Ll:l?ns Other FCJrned 1!ICC'I11'~ Spec Fundrals~lg Members_hips (Rounded To The Nearest Dollar) CASH CITY _b,""" C.(ucst I IN - KIND PROJECT TOTAL \ gDod<;,'<;el\ilces rnax 2SO 0 of proJect) " 'b $ ~ ~ $ " :i- " s $ $ I 0 r o o o Unearned Income Government Grants (SpeCIfy): ~IT\ -,\lB(jR~'\l~__ __-ILtL __._ _ _ ..___ Foundaron Gnnts (Specify Coastal j2eJ1.sl " :) '.870 <;; $ $ " .'( II! '-.., \.(lIlIi :) $ S2.500 57.870 Other l 'learned lnc Speci1 Con tri b ill\'...)J~ Sl2.Ul1~ (j r~ MemberibljJ2 Other: ~ q ,'-'1, 'i ) ') $ $ $ 1,000 ) ~..I s $14,272 () $1,000 $15,272 A I~I C $1,000 D S25,642 TOTAL REVF~1 ES S16."!n I (Box B cannot be more than Box A + C, divided by 2) _.,~-_. .-- On...: 11 i lati un ,-In': c: ie~J.~ .~_&j\l Unl\\.?.0H':': ('H})1.1SJJ1rl:3Ji Pruieet (20n6) Name:OsoBay j3j e nn i c 1 19 PROJECT FINANCIAL DATA can't EXP ENI>ITU RES Expendittlres must be same as revenues in each column; ie, Cash revenue $10,000; Cash expenditure must equal $10,000. Reminders: No grant will exceed Y2 of total proiect cost. Grant must be matched with cash and/or in-kind services. In-kind services cannot exceed 25% of total project cost. e Round To The Nearest Dollarl EXPENDITURES CASH CITY IN-KIND PROJECT TOTAL fShr,,'I. he'(' ho\~ g'8'l1 reque~t ",ill')!.' .srentf (CoodsJsen. lees; may not exceed 25%. of project cost) a. Administration: Allo\\aQic Staff S,llanej (This project onh-Pg.12 ) ProfesslQ,nal J ees ~ $;XXXXXXX^ :5 $ S 1,000 } $2.600__ Other ~ s 6, j __j ~.; 1- $11,933 b. Tra\el Expense.... L C1QgIDl.' Othe, Jr:avelLQ~L ,11e1lL ~ 'f, .' 160JlQ____. $ } S . LQ~Q..___._ $ r-- $1,220 c. Other Expenses: EoUl CQl.ent Eent<i Exhi llilL011 FacillllLZemal! .'>J Ins ur'l!l cc bon l'lltL].IL Print IllS .. S hip PJ.Icg fumr!if~ Utilit1~, Othe)_P.'.)sta~. .. " " " S $ S s " s " " s $ 400 _ $ $ $ S 5) S " " .l. SQiL_ ~~-=: s ._UQ.__ 'f, _.n2.OQlL_ " So ~l)-:; s So_~iBL_ S_:U1J,-_ s I ::.. -I: CJ ~ .~, - - I $12,489 H ~ D TOTAL EXPEN])[TlIRF:S I" 2 II 7,870 . ,1,000 I I I ',~" $25,642 Expenses show in these boxes m US1 indicate hem revenues listed are spent, and cannot exceed totals from Revenues. rhe figure in th~' j, ,\\ er "ight ,'Jrl1cr : '-:presentc ,he I.. expenditures associated '.llth this projeCl/operation, ~ ~ NOTE..please do not add or include any other material with this rt!JfJort. Thank you_ REMEMBEH ,DO NOT CREATE YOUR OWN FORMS. USE ONLY THIS FORM - (it may be v.'pied, bW:1< changes ma'. \"h made t1 the"< fomls I Or2:l111zation "'ame:L~'\a~_"\&;,l\lU]ll~er';;lJ~=~~~'[Pus Chr,-~i Project (200h i Name Oso Bay Biennial 20