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HomeMy WebLinkAboutC2007-382 - 11/13/2007 - ApprovedPage ~ of 8 AGREEMENT BETVI~EEN THE CITY ~F CARPUS ~HRITI AND CATHEDRAL C~I~CERTSERIES ~"RECIPIENT"} (ARTS AND CULTURAL COMMISSfON HOTEL OCCUPANCY TAX REVENUE RECIPIENT AGREEMENT) The State of Texas County of Nueces KNEW ALL BY THESE PRESENTS: This Hotei occupancy Tax Revenue Recipient Agreement ~"Agreement"} is made and entered into by and bet~veen the City of Corpus Christi, a Texas home-rule municipal corporation ~"City"}, acting through its duly authorized City Manager or his designee ~"City I~anaer"}, and CATF~EDRAL C~h1CERT SERIES ~{`Recipient"}, a Texas non- profitcorporation, qualified as a ~0~ c 3~~.~or anization under ~ U.S.C. section ~ ~~ ~ g ~~~~~~}. vUheres, the City has allocated 7 boo in Hotei occupancy Tax revenue ~"grant funds'}} to enable Recipient to perform those activities described in Exhibit "A" ~i`Activities"}, a copy of v~hich is attached to this Agreement and incorporated by reference; Uvhereas, City desires to encourage and fund activities that pror~ote the arts and in doing so serve to promote tourisr~ and the convention and hotel industry ~rithin the City of Corpus Christi, in accordance rrvith Chapter X51 of the Texas Tax Code; vl~hereas Recipient desires to provide those activities that promote the arts, and in doing so serve to promote tourism and the convention and hotel industry~ithin the City of Corpus Christi, as the sole or contributory producer of the activities described in Exhibit "A" ~"Activitses"}; U~hereas, City has determined that there exists a genuine need for Recipient's Arts program in the City of Corpus Christi and Dishes to encourage the production of Recipient's Arts Rrogram through the funding of these Activities; Now, therefore, City and Recipient agree as follor~rs: I. Purpose. The City desires to expend funds from the City's ~lotef occupancy Tax Revenue to f~,nd activities produced by non-profit, cor~munity-oriented organizations, specifically those programs that prornote the arts and in doing so also promote tourism and the convention and hotel industry uvithin the City of Corpus Christi. II. Term. This agreement commences on the ~~# day of Janus , ~OO8 and terminates on the ~1t day of December, X008. X407-~5~ 1111317 ~OU7-~8~ thedral concert Series lac Page~of8 Ili. Cit ~ Duties. City agrees to pay Recipient ~,~0~ out of revenue from the City of Y Corpus Christi's Hotel occupancy Tax fund for use in accordance with section ll! belov~r. !n no event v~rill City be liable for n amount in excess of this grant amount. lv. Recipient's Duties. !n consideration for receipt of grant funds, Recipient agrees to errorm those activities described in the attached and incorporated Exhibit "A". This p performance shall include those activities that are eligible forfundir~g under section ~1.~1 ~~ ~a}~4} of the Texas Tax Code and those activities that are ineligible for funding under that section of the Texas Tax Cade but are inherent in and essential to the successful production of Recipient's Activities. v. Eligible Activities. Use of grant funds by Recipient i limited to those activities that, without exception, meet ail three of the follo~ring requirements: ~A} the activities are described in the attached and incorporated Exhibit "A" (B) the activi#ies are in the categories of art that are eligible fior funding as described in Section 351.101(a)(4) of tYte Texas Tax CodE. C the activities promote the arts ar~d in doing so also promote both tourism and ~~ the convention and hotel industryv~rithin the City of Corpus Christi. 111, Rronnotion of Tourism and the Convention and Hotel lndustry. Recipient must actively promote tourism to the City and the City's hotel and convention industry as a cal of Recipient's Activities. This may be accomplished by working to increase the 9 number ofout-of~town program attendees through target promotion and by v~ork~ng with the local Hotel-Motel and Condominium Associations. vll. Dompletion Report. Recipient must ubrnitto the City's Director of Parks and Recreation "Director"} a completion report {"Report"}, a copy of v~hich is attached and ~ .. incur orated into this Agreement by reference a Exh~b~t "D", no laterthan thirty ~~~} p da sfollo~vin the terr~ination ofthisAgreement~ The Director, or his designee, shall y g .. review this Report to verify v~hether the grant funding provided to Rec~p~ent eras spent in accordance v~ith the requirements in this Agreement A 14eoipier~~ will nod he eli ible ~o apply fvr rangy funds irr the next va~endar year if that ~4ecipien~ fails #o ~ ~, ~ ~ . su~r~~~ its Report w~thrn ~h~riy ~~) Mays fvllo~rtn the ~er~r~na~ron of thfs ~4 ree~rent~ This requiren~en~ wr`lf be s~ric~ly enforcedr ~kr~y recornenda~ion or .~~ . , . . ~ndtcat~o b the City ~haf eo~prent nay he elf~ble ~v apply for rarr~ funds for ~ r ~ r r r r ~'~?~ r~ex~ calendar year fs C~~1~fnen~' upon the ~~e~y u~l~?rEslDn ~~ uhf deport, and Recipient shall be declared ineli~lhle ~o ppl~ for rangy funds for the next calendar year if Recipr`ent fails to ~i~rely meat this requirementr The Report must include the follovuing criteria: ~A} vllritten assurance to City that ail Activities funded by the City served to romote the arts in the connrnunity, This shall be evidenced by providing the City p, .. utrith a vuritten description of Recipients r~arket~ng or advertising strategy. H ~ILEG-DfRI,i~~nnielLisalAgmt-C~the~ralCancert~ries.doc Page 3 of 8 ~B} For all Activities funded by the City, Recipient must subr~itto the City ~ written estimate of the nur~ber of Recipient's Arts prograr~ attendees that reside outside the territorial limits of the City of Corpus Christi. This may be accomplished by the use of ~ visitor log, by tallying the number ofout-af~town billings or by listing the out-of-town mailing addresses gathered through the ticket sales processF ~} An estimate of the total Arts Program attendance ~D} A statement of Recipient's Arts Program revenues and expenditures. vlll. Records Retention. Recipient must at all times during the term of this Agreement, and forthree gears following the expiration of the Agreement, keep true, accurate, complete, and auditable records. Recipient agrees to: ~A} at least annually make periodic repor#s 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. !~. Disbr~rement 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 terra that Recipient has failed to corrxply with the requirements contained in this Agreement, the Agreerent i subject to termination in accordance with section ~vll}listed below, and all grant funds must be repaid to the City x. Unexpended funds. Upon termination of this Agreement, Recipient mustpromptly refund to Cityany unexpended rantfunds. ~I. ~4dvrtising. Recipient must recognise the City of Corpus Christi as a contributor on all advertisements and publications regarding Recipient's Arts Program. Recipient must provide Directorwith ~ copy of ail Recipient,sponsored advertising and promotion materials regarding its Activities. ~!!. Modifications and Iai~re~s. No provision of this Agreement ray be altered, changed, modified, or waived. X!!I. Relationship between Parties. Nothing in this Agreement shall constitute partnership, joint venture, or principal~agent relationship between the parties, ~CI11. ~ornpliance vuith Larnr. Recipient shall observe and obey all applicable laws, ordinances, regulations and rules of the Federal, state, Country and City governments, ~fhisAgreement is subject to applicable provisions of the City Charter and the City Code of ordinances. v. lion-discrimination. Recipient shall not discriminate, or permit discrimination against any person or group of persons, a to employment or in the provision of H:1~.~~-DIRIJeannielLisal~lgmt-CathedralCon~er#~erie~.tloc Page 4 of S services a~tivitie, and ro ramp. Discrimination it pertains to this section ir~olude ~ ~ ~ i diserirnination on the basis of race, religion, national origin, sex, diabil~t~r, or age, or in an other manner that is rahibited by the iavus of the United States or the state of Y ~ Texas. Director retains the rightto take action deemed necessary by Direetorto enforce this nondiscrimination covenant. Violation of this provision vuilf result ~n the immediate termination of thisAgreerr~ent. XVI, Indemnity. To the extent allowed by Texas law, Recipient hereby fully agrees to indemnify and hold harmless the City of Corpus Chrisfi, its officers, employees, representatives, licensees, and invitees ("indemnifees') against any and all liability, damage, loss, claims, demands, and acfions of any nature due to persona! injuries including, buf not limited to, workers' compensation and death claims, or any properly loss or damage of any kind, that arises out of or is in any manner connected with, caused by, either proximafety 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, servanfs, employees, guesfs, contractors, patrons, Licensees, or invitees participating in or observing Recipient's Acfivitfes. Recipient further agrees to indemnify and hold harmless Indemnitees in any situation in which injury or damage results from a violation by the lndemnitees 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 lndemnitees 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 ei°fective regardless of whether said injuries or damages result from the sole negligence, contributory negligence, or concurrent negligence of Indemnitees.l4ecipientmust, at ifs own expense, investigate atl claims and demands, aftend to their final resolution either by seftlement or otherwise, defend al! actions with counsel safr'sfactory to lndemnitees, and pay alI costs and expenses related to such actions on account of liability, damage, Loss, claims, demands, or actions, including attorney fees. ~111~. Terr~ina~ion~ (A) The City may terminate this Agreement for any of the following reasons: H:1LE~-DiRlJeannielLisalAgmt-~athedralCar~certSeries.doc Page of 8 ~1 }The City may immediately terminate the Agreement due to any violation by Recipient of section HIV or~11 of this agreement. ~~} The City may terminate this Agreement due to failure by the Recipient to substantially perform the Activities described in F~hi~it "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 ~~ ~ , ~ ~~ ~a} of the Tax Code. The pity may terminate the Agreement upon thirty {~o} days written notice, specifying that the Director has determined that grant funds were used for purposes other than those allowed under section ~~~ . ~ 0~ ~a} of the Tax Code, and require Recipient to reimburse the City al[ grant funds award. should Recipient and Director agree on a modification to the activities specified in Exhibit "~"and execute a written modification in compliance with section X11 of this Agreement, the City will notterminatethe Agreement due to Recipient's failure to adhere to the original, superseded contract terms, } 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 ~~4~ days written notice, and require Recipient to reimburse the pity ail rantfunds awarded. ~B} Recipient may terminote this Agreement without cause upon thirty X30}days written notice to City. If Recipient chooses to terminate the Agreement, Recipient must repay all grant funds awarded, whetherthose funds were expended on Eligible Activities or not. ~V!!I. e~rerahility. if any term or provision of this Agreement or its application to a arson or circumstance is determined to be illegal, unenforceable or invalid, the p remainder of thisAgreementwill not be affected by that i[legalrty, unenforceabi[ity, or invalidity. To the extent possible, similar legal, valid, and enforceable terms will automatically be substituted forthose that are found to be illegal, invalid, and unenforceable. i~l~. Force ~lajeure. 1111ith respectto any duties, obligations, or covenants ~bu~rro~ inc~u~ir~ the a~np~e#~orr l~e~ort required by sec#~arr VIII to be performed, or consideration to be provided to either party during the terra of this Agreement, the party oobli ated shall, in no event, be liableforfailureto perform when prevented from lain so by any cause beyond the reasonable contra[ of that parley 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 su lies, arts or employees necessary to perform services, or because of war, natural pp p disaster, or other emergency. The time when that duty, obligation} or covenant must be H:1LE~-DIRIJeanniel~isalAgmt-CathedralCor~certSe~es,doc Page~of8 er#ormed or consideration must be provided will be extended for a period of time p e uivalentto the Bela due to the cause beyond the control of the party obligated. q ~. Notices. All notices, demands, requests, or replies {`{communications"} provided for or ermitted under this Agreer~ent by either party must be in writing and must be p delivered b one of the following methods: {~ ~ personal delivery; {~}deposit with the Y United states Postal service via certified or registered mail, return receipt requestedt osta a re aid; ~ re aid telegram; {4} depositv~rith an overnight express delivery p g p p ~~p p service for which service has been prepaid; or {}fax transmittal. Notice deposited with the United states Postal service in the manner described above will be deemed effective two business days after deposit with the United states Postal service, ~~ Notice b tele ram or overni ht express delivery service in the manner described above g g will be deemed effective one {1y business day after transmission to the telegraph com an or overni ht express carrier. Notice by fax will be deemed received upon p Y g transmission with roof of delivery to the receiving porky. All communications must be p made to; Ifto pity: pity of corpus Christi Director, Parks & Recreation P. ~. fox X271 corpus Christi, T~ ~~~g-9~~ {31} 880-34~ If to Recipient: cathedral concert series Lee v~roz~~ Eye. Director 58a U er iV. Broad~ra Cor u Christi Texas 7840 ~~ 583-~ ~ 8 Either art ma change the address to which notice is sent by providing notice as l~ ]~ ]~ described above. Reci lent must notify pity of an address change within th~rky {~0} days after Recipient's address has changed. ~C.~lI. Waivers. The failure of either perky to complain of any act or omission on the part of the other art , no getter how long the same ray continue, wi11 not b deemed a I~ y waiver b said ark of an of its ri hts as enumerated ire this Agreerrrent. No waiver of y p y Y 9 an covenant or condition or breach of any covenant or condition of this Agreement by y . either ark at an time, ex ress or implied, will be taken to constitute a waver of any p y P subse uent breach of the covenant or condition. Notwithstanding any indulgence of g an breach b the Recipient of the provisions of this Agreement, ~t is expressly ]~ ]~ understood that the pity may at any time avail itself of its remedies under this H:IL~G-~1~1Jean~ie~tisalAgmt-CathedraiConcerteries.doc Page ~ of 8 ~ reement includin the ri ht to terminate the Agreement on account of breach or g ~ g g default. mil, Entire . This A reement and all exhibits attached constitute the entire and sole g a reement bet~reen the patties regarding the subject matter described in this g . A reement. No other ~rritten documents or oral representations gill have any force or g effect on the subject matter of this Agreement. CIII. a Lions. Theca Lions contained in this Agreement are not a putt of this p ~ A reement and do not in anyv~ay affect or a~terthe terms of this Agreement. 9 I1~. Assi nrnent. This A reer~ent may not be, in v~rhole or in part, assigned or ~ g transferred directly or indirectly utirithout prior Britten consent of City. Executed i du licate each of vuhich utirill be considered n original, on the ~ day P of , fool. ATTEST: I of CORPUS FIRITI Armando Cho a, Cit ecretry a rge K. Noe, City Manager p Y VET: ~gol APPRO a Lisa Aguilar Assistant Ci Attorney For City Attorney ~~~` ~~ ~ ~~ ~. u~c~~..~ ~ ~ ~ ~~ ~, M~~~~~ ~. 4 ~ t4i~. ~N M~Er~ ~~{~~~~~ STATE ~F TE~C ~I~IVTY of N~JECE F . ~ re rye on g~l~ hY Thy instrument vua ackno~rledged befo eor a K, Noe Cit Mara er of the City of Corpus Christi, a Texas home~rule g ~ ]~ 9 m icipal corpora ~ n, on behalf of the corporation. Notary Public, State of Texas ~~~~~ 5N 1+ Panted Name Commission Expire ~~~ ~ + ~I~~ C~~M~~ piA~~ ~: ; • :: *- ~ ~; t (~ ~ l #11114 H:1L~G-~IRIJeann ielLisalAgmt-Cathetl ralConcerteries. doc Page 8 of 8 FQR RECIPIEN P_P ~ ~dy Artitio director TAT E ~ F T ERAS oUI~TY ~F NUEE This instrum~ntvua aoi'Cno~rledg~d b~foro me o , ~~~~, ~~ Lie o~d~, Artistic director, athedrl onort eri~, a Tea non-profit corporation, q~aiifie~ a ~~~ ~~}~} organisation under ~6 U. oction 5a1 ~c}~~, on behalf of the corporation. t N o a ry P u b l i c, tit of Te~c~s _ twunr~r ~~. ~~~~~ .i ~ i ~/ ~ ~ Na~a~y P~b1iC, tate~f'~exas jll ~ ;°~,~ . ~, t~ ~ ~~f ~~~111~iIS~I~I~ ~k Jf printed Nar~1e ~~r,~;~,- Commission Expires ~l~SL-~ F~:IL~~-D1 RIJe~nnielLiSelAgmt-Cached ralCancerteries.dac ~nsvuer dues is page only. In the foJfowin ~ ace, please write what you would tike the Arts ar~d Cultural Commission to trnow about your Proposed Project the project for which you are requesting funding}. Although brevity is valued, clarity and campfetenes are essentials This description vuifl be a major component ~rtilized during the review process. Maxirnurr~ ~5o words, ~ 2-point font. since ~gS4, the Cathedral Concert series has been able to maintain the "N~ CHAFE" status of concerts. fringing world renowned artists, many of whom are in the midst of national and international tours when they agree to perforr~ in the resounding space~of corpus Christi Cathedral. The choirs of Carpus Christi Cathedral have a great reputation worldwide, having performed for His Holiness Pope Jahn Paul it an several occasions. In addition they have been invited to perform at national conventions and have appeared as a guest chair at Robert choler` Crystal cathedral, These same chairs are a major part of the annual Holiday spectacular presented this upcoming season. The Cathedral Concert series has raised the level of artistic presentation by bringing in nationally and internationally knon artists, who are at a much higher artistic level than any other brought to Corpus Christi at past. Adults and youth are exposed to exceptional talent, that may lead to a different career parch, or for that time improve their individual lives. High duality "live" peri'armances can be a part of a total package when individuals and industry are thinking of relocating in youth Texas. The City of Corpus Christi also benefits because the concert goers often have dinner in the local restaurants and the out-of-towners use the hotels. r Tentative negotiations for our ~~~-DDB season include; The cathedral Holiday spectacular; negotiations with such groups as The Romeros, Harlem gospel Choir, the i~lavy flee Club, and the Nfen's ensemble CANTL#. The series continues to explore other unique presentations at fV0 CHARGE to the public. ~~; r';~s~f , .~t,~ #~~ ~ {.,~~~~ ~ The cathedral Concert Series ~~;~~,,~ti,~ ~ (~[~~~~ ~ ~~~~"#~: ~4t~ Resaur~d'rr~~ Season 19 4 S