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HomeMy WebLinkAboutC2006-326 - 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) The State of Texas KNOW ALL BY THESE PRESENTS: Ceunty 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 $966 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 doing 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 doing 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 Exhibit "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 15t day of Januarv, 2009. and terminates on the 31 Sf day of December. 2002. III. City's Duties. City agrees to pay Recipient $966 out of revenue from the City of Corpus Christi's Hotel Occupancy Tax fund for use in accordance with Section IV holr\\A' In nn cllcnt lA/ill I-:ity be liable for an amount in excess of this grant amount. 2006-326 04/18/06 1\12006-114 TAMU Ne r :5."!tihMarkAnc er"onP otecteo Form de T\I\1L-\\ieil Gallen ~ Page 2 of 8 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". (B) 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. VII. 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 eligible 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 A,reement. This requirement will be strictly enforced. Any recommendation or iTJflication by the City that Recipient may be eligible to apply for Grant funds for the next calendar year is contingent upon the timely submission of this Report; attd Recipient shall be declared ineligible to apply for Grant funds for the next clllendar year if Recipient fails to timely meet this requirement. The Report must include 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 Recipients marketing or advertising strategy. B) 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-of-town Hit G.DIF<~ OigaRlDoyle\H.,.'1 Artsf<. s\~'Y)l ~1 FI\6D' TAMl; '/Ve '(;all[, . ;~9t1b MarkAn( ers:wP, etected Form do' ......,.., Page 3 of 8 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, am! 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 (B 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 ageinst any person or group of persons, as to employment or in the provision of 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 H . EC-DIR Ol9aR\Doyle\Hc"Ta, ArtsKs'2.n6 /16U60( TAMU',Ve "'3aile MarkAnd e'sc.npr otected!=orm.dot Page 4 of 8 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 invitees (liindemnitees'? against any and all liability, damage, loss, claims, demands, and actions of any nature due to personal injuries including, but not limited to, workers' compensation and death cleims, 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 out of the exercise or rights or performance of obligations created by this Agreement. These terms of indemnification are effective regardless of whether s8lid injuries or damages result from the sole negligence, contributory negligence, or concurrent negligence of Indemnitees. Recipient must, at its own expense, investigate all claims and demands, attend to their final resolution either by settlement or otherwise, defend all actions with counsel satisfactory to Indemnitees, and pay all costs and eJflJenses related to such actions on account of liability, damage, loes, claims, demands, or actions, including attorney fees. XVII. Termination. (A) The City may terminate thiS Agreement for any of the following reasons: (1 ) The City may immediately terminate the Agreement due to any violation by Recipient of section XIV or XV of this agreement. Hi [COIP OlqaR\Doyle\Ho,'fa. ArtsKi2"06:16('6DC TAMUV'le 1!3alle ,()qf); MarkAod PlsonP, oteC'ed Form dot .....'-. .."....' Page 5 of 8 (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. B) 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 IS 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. XIK. Force Majeure. With respect to any duties, obligations, or covenants (but not including 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 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, H~.f:(;-DIR OlgaR\Doyle\HrTa. MtsK~2'(ic 'Y16:.6D( TAMU 'Ne MarkAn(j ~_:'f(';cr)pr otectedForm d()t ~ Page 6 of 8 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 wit. 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 Either 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, Xli" 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 anv covenant or condition or breach of any covenant or condition of this Agreement by eittter party at any time, express or implied, will be taken to constitute a waiver of any subsequent breach of the covenant or condition. Notwithstanding any indulgence of anv breach by the Recipient of the provisions of this Agreement, it is expressly untierstood that the City may at any time avail itself of its remedies under this H:'LEG-DIR\OlgaR\Doyle\HotiTaxArtsKs\2006\Hot Tax f mdl051606DC TAMUWeilGalle ry$966 MarkAndersonPr otected,Formdot ~_m__=9- Page 7 of 8 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. ElIeC~. d rdtcate, eaCh. of which will be considered an original, on the ~h+ day of.. .' _ 2006 A TTEirj: CITY OF CORPUS CHRISTI ecreta ry OVED: 17 May 2006 "~ nV{)l~~_=_lL Y AU I "U"...... IT COV",CIL ___:1./-'110' ---.&. sEcmARY{1Z. oyle D. Curtis Chief, Administrative Law Section Senior Assistant City Attorney For City Attorney STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on,,( George K. Noe, City Manager of the City of Corpus Chri ~ni ipal cQf~Orati~~, ol)behalf of the corporation. .., J I , 2006, by I, a Texas home-rule "dlt; ..I!.~~'~ OLGA DELACRUZ !;;~;... ..~ i Notary Public, State of Texas - , - My Commission Expires \...,;. '::j "..,,, ",\'-- August 19, 2009 iI';"~,:,~,\\,,... t v{ ( Commission Expires_ j { I H:\LEG-DIR\OlgaR\DoyleIHotiTaxArtsKs\2006\Hot Tax F md\051606DC T AMU- We. ilGalle. ry$966 MarkAnd ersonProtected.Formdot FFft\~~; ~ 'b~~ FOR RECIPIENT tt~:v~V' ~U~ [J~t~~m\'l ]: I 7 - 0 ~ AVP Researchrritlel STATE OF TEXAS COUNTY OF NUECES -y- This instrument was acknowledged before me on _~I ~LY /)-L..( ,2006, by Cf. 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 ~e corporation. ---.~ A~";3<-"- -. ~. Notary Public, State of Texas --. " ;'8 - - /~ ~." / c. .... . -t.... DDCIE LEE SMnH Mv Commllab1 Expn, .-.,. lO. 2001 . ~ Printed Name Commission Expires_.~_____._~_ - --- H \LEG-DIRIOlgaR'tDoyleIHotIT ax.ArtsKs\20l16\Hot T ax-undI051606DC.1 AMU. We.iIGalle.ry$966 MarkAndersonProtecled. Form.dol ......',.,., "'-'-~ 2006 ART SUBGRANT PROGRAM PART 2: PROJECT DESCRIPTION If completing this form online, please fill in the gray areas. Exhibit" A" hL'anizatl' 'n \ame r{.~:\a~ A(,cM ni\er~ll~_~ Corpus Christi 1 ,:el-~lok ,t'< sag'.: fest! 'age Include one cop" for each Project. Fill out all information that applies, nUlcate th, dl:--cir',jin~'" I tl1at i)est des'Jil'l' !hlS request '\!"U,IArl~ r '-'II1-Edulatloll Dance 0 Theater D Music D Literature !'vluseum D Cultural D Youth /\rt5 ndicate th,' current ()p'..'lat,\)ndl budgeT tlY: 'lur Orga:lIzation check ()ne o $Si Cl r Ie s, $50,00(;-$ (01'.000 x S 1 00.000-$ 1 million \ "PROJECT" is JefireJ as \ singuLlr e\,?nt or a serIes of related activities, Each organization may apply cr no mort" than': pru eets. tie maximum [(iEal amQjIl1[ that may be requested is $10,000. Projects must be completed within the term of support: January 1-December 31. If you chanQe the date (only change allowed) of your project within the grant year I please write notice of the change to A. C . C . Projects may not be extended into the next year. No Exceptions. Initial here. " \ rhis is [)1' liCe! ~ ,~ )f a I1ta cd = applicatlons S$ requested 1,925.00 ;~ Project [ilk': Vi,u;l Dial, O;UC \Ll'l,\rlkrson Admission/ticket Costs: 0.00 Date( s 1 l.'ventl ~! 'lC udl'd Il1 thlc nr:l~-'! JanU2iJ'\ ] lJ-Icbruaf\ =-1-. 2006 The PI' CL'lE\h'1l] 1111 :\'\]st II' \'lic!J unding IS belllg sought is confirmed'? X Yes ONo D 1\0 Is the ftcll1tvr \~'d(' il1Jmpliarcc \\ 11\1 the :\rnericans \vith Disabilities Act? X Yes P'ease see' \ttachnel11 \ 1 thh applicatIt))l. a statement e,fthe Arts & Cultural Commission's position pn\ccesslbil1t\) IC'", ". what are you as an organization going to do to insure ;c"esslbiiit\ flv hcl11dicapped/clisahled pec,;c1ns" ,stlmated number Of' rcrS(1!1S t(J bcne1'1 d1J\:l'lly from this Pwject 2.000+ X, f)!eases state all plans adve'tise All aC1vcnising c1)mponents are required to include the Arts & Cultural "mmissi"l1 j(\gc ''':amc ~dlpecltic ldverttsing outlets used: '( TV X Radio X Newspaper X Website-X 'ther -\1a' Describe y 'u; wehsltc A I lLm man> hlt~ pcr week .LOOO B) I-low many emaiI invitations are sent'l 200+ lf~ ou are requesting HOT money, your organization /J1llst market out-of-town. Samples of your marketing mu~t be included In )')ur ( ')lrpktion Rer1rt !:lilure ll' mclude such samples \vilI affect future funding '--/ [:-,1 method> '.1 traCk!l12 ,)lth' -to\\ 11 ~rtcnJcc "l:2n-in boc!, :lsking lOl ~Ic!dre~:-- and lir uel:' Gallcr~ \sslSitant s helps \istor's sign-in and request zipcode. 10. "this act 11\ a perIl rman,,:- b:,'luJCl1h r J clas:.;' X \\ ['1 Yes If yes. will there be a professional per1l,rming in the pro gran I j ye ho\\ kng \\] 11 the prcfesslcmal perform I Do not llI1swer unless the acthity is a youth performance) iJr Latill!1 dine:: I'l\'~' .\&\! l. ,cr :--It\ -( 'rpus Clmsti Prclject I =006) Name: Visual Dialogue ,~~, 17 ~ PROJECT FINANCIAL DATA PLEASE NOTE PROVIDE ONE PROJECT BLDGET ONLY IN THIS SECTION PLEASE ADD ALL COLUMNS AND ROWS WHERE INDICATED (>). REVENUEs Reminders: Figure "fY 1) 'ht ver nghl (orner represents the total project revenues associated with this project, rhi., figure Shl'dlll equal tk Ilta] prolt'ctl'\.pen~litures il igure "fY) shown in the lower right corner of Part 2, Pat:e~':; Grant must_beJ.IE~tched with ,,:a:-h :1'1d 'I in-kir,d "eni..:es Plea"e note that in-kind resources may not :.'xcl,'cd 2Sl}o 01 the pruject ;,)1(1 Part F For Actual Project Revenues RE'VE~UES Projected Earned J rll'OIlH' Estimated l:cker Sal.: (This P"ieLl On ~v orksh QR- teesT l!l.1c 1l-'i Other FJrned lnccJl1o' S!'ee Eundraislflg \1emberJ:f's Cncarned Inl'oml' Governmt'nt Granb (Speed'y): C IT'l.-c-';U BC; R.'.\[c_~ Foundal:0" Gnnb "pee t) Coasta: B Cll<iCQ1J:ll' ~cEnd n Other 1 'learned he SDcci t I Con Jri b U!l 'J} 1 S ::>QCIl") 1'5_ Membel'ihim Other: TOTAL REVF1';UES (Rounded To The Nearest Dollar) C \SH CITY IN - KIND PROJECT TOTAL ~O,,)dS/SCr\'lces max 2500 of project) " s $ ) ~ $ " s $ $ " ') r--l H Ho " \ S il2S S S --..-.-.-- $ S $ ---_.~-_._. ----- t .925.00 0 S _.~._- :); S $ --,.--- S $ --_....._-,-~ 0 0 $7,937 " ] .i'l II i 1.000.00 $2,925 ", \ ') '!II) I~-' . ~+ -~ $7 937 A 8,9r B c ~Io D $ t 0,862 (Box B cannot be more than Box A + C, divided by 2) Or"Ulllzatlcm '~ame e\,J' \&fI, 1 L nIl, er~1l~ (,rpus ( hristi Poject 120()6) T\ame: Visual Dialogue______ 19 EXPENDITURES PROJECT FINANCIAL DATA can't Expenditures must be same as revenue~ in each column; ie, Cash revenue SI0,000; Cash expenditure must equal 510,000. Reminders: No grant will exceed ~ of total proiect cost. Grant must be matched with cash and/of in-kind servke~. In-kind sen ices cannot exceed 250;;, of total project cost. i Round To The Nearest Dollar) EXPENDITURF:~ CASH CITY IN-KIND PROJECT TOTAL \~ h, re4uest \\ IIi ht' ~pf'n!f L Admllllstration: (This prolect on)v-I'S!.] 2 ) Profes:h211ill Fe~s_ Orhc' ~ Sl!'XX\~\X S S " L, )",0 r-l b. Tra\ eI Fxpense... L()dl!i!~ Othc s _ .. ____ S l'. Other Expt'nse... Eq u igm;:DLB -:J}"li fc\hit1W,li .tc1c:.1it:, f~enLili, lD~~Jr Ill, " ELQDi..t.I.,r, r--i ':'> ~ -;. ..;, l75___H' S LiQO _ . E1:rnt:i,l' Shipi\,l}b fuum ';:::' '1 ~ S JOO . '--,--_._~ 1L.trlit c ~ Olhe' P st~.':'~ 6. .2,~ ~__ S '(~Dods/~en Ices; may nol exceed 25(~';1 of project cost) $ $ S 1-- $ $ r-- s S $ $ s S $ $ $ S t- I $10,862 I Expenses show 111 these bo,u's must indicate hUH revenues listed are spent, and cannot~xc~ed tot~ls from Revenues. he ~:lne in the 01\ cr ght (\'rJ1l'1 ]'( preSt'tlts he !('Ld c:xpend lures assocIated \11rh thiS prOject/operatIon. S.J 50 ,~__, rOTA I FXPENDITl'RES I l I ;:.. C)\- ~ ~ - 1-11,925 $8 862 H D o ~ ~ NOTE please do not add or include any other material with this report, Thank you I<E1\JF\lBER DO NOT CREATE YOUR OWN FORMS. USE ONLY THIS FORM - (it may '- hut ' han J t\ hl, '1L1\k tl' thc-;( 'I'm,,) /atlOl; ]\ dlh: , , \ ~ Prl)jCct (200h NameVi s ua 1 0 i a 1 o,gu e~___ 2U