HomeMy WebLinkAboutC2015-012 - 1/13/2015 - Approved TEXAS STATE MUSEUM OF ASIAN CULTURES
LEASE AGREEMENT
WHEREAS,the City of Corpus Christi, Texas, ("City") is the owner of real property
known as the ILA Building, located at Corpus Christi, Texas, Beach Addition, Block 89,
fractional lots 7, 8, and 9, and full lots 10, 11, and 12,together with all improvements thereon
("Property")as shown in Site Map"Exhibit A"; and
WHEREAS,the Texas State Museum of Asian Cultures, a Texas non-profit corporation
("Lessee")desires to lease the Property, rehabilitate the existing improvements,and/or construct
new improvements.
In consideration of the foregoing and the mutual promises herein contained, City and
Lessee agree as follows:
1. Use. City does hereby lease, let, and demise to Lessee the Property as shown in
"Exhibit A" Site Map,together with all improvements located thereon. Lessee shall operate the
Improvements and the Property exclusively for the following purposes, and uses incidental
thereto: advancement of knowledge, appreciation and enjoyment of Asian cultures including but
not limited to programs, exhibits, performances, promotions, classes,training, and education in
Asian cultures. Such activities shall be conducted on a regular, continuous basis,and facilities
constructed on the Property shall be operated during regular, reasonable business hours with the
understanding that the City wishes to have as much activity in the area as possible throughout the
week including weekends.
Lessee agrees to operate the Property in a manner consistent with the use plan presented to City.
Any other uses of the Property by Lessee shall be prohibited without prior written approval of
the City Manager or his designee ("City Manager"). Lessee shall have the right to establish and
maintain its administrative offices within the structure and to provide meeting rooms for the
activities of Lessee or any of its support groups, as specified in the use plan.
2. Construction or Rehabilitation. Lessee shall have the right, but shall not be obligated,
to rehabilitate existing or to construct additional improvements on the Property, subject to
approval by the City Council.
Plans and specifications for the rehabilitation and/or new construction of improvements,
site improvements, parking, irrigation system and landscaping and any changes thereto must be
2015-012 1
1/13/15
Ord. 030396
Texas State Museum of Asian Cul INDEXED
approved by the City Manager prior to the start of construction thereof, and shall be consistent
aesthetically and in quality of construction with other properties in the Bayfront Arts and
Sciences Park and be in conformance with all City codes. Lessee shall consult with and obtain
approval of all irrigation system and landscaping improvements from the Director of Parks and
Recreation.
Local vendors and contractors shall be utilized for all new construction to the greatest
extent possible.
Lessee shall have sole and full responsibility for preparing the plans, advertising for bids,
supervising construction and accepting the improvements when completed.
The cost of construction, rehabilitation, landscaping, irrigation and other site
improvements shall be borne entirely by Lessee. It is understood that City does not assume and
will not in any way be responsible for any of the financial obligations incurred or created by
Lessee in connection with the construction of the improvements. Lessee agrees to save and hold
City harmless from any and all charges, claims or liability of any nature whatsoever as provided
below.
3. Terms and Hours of Operations. The term of this Lease Agreement shall begin sixty
(60)days after execution of this Lease Agreement and continue for fifteen (15)years, subject to
the provisions concerning termination as stated herein. Lessee shall be open to the public during
regular office hours of Lessee for a minimum period of at least four(4) hours per day for five (5)
days out of each week. Lessee shall post a sign outside the structure detailing the hours the same
is open for public inspection.
Lessee's activities will have priority on use of the ILA Building; however, Lessee shall
permit use of the Property by City and civic and community groups on a reasonable time basis, if
such use will not interfere with previously scheduled activities of Lessee. Lessee shall have the
right to charge rental fees for the use of the Property and in addition thereto, to charge actual out-
of-pocket costs incurred by Lessee through the use by others.
Lessee may refuse the use of the Property to any person, firm or corporation, for any
event which is deemed to be unsuitable by virtue of the limitations of the design and outfitting of
the Property or by virtue of failure to meet the moral standards of the community,but Lessee
shall promptly report any such refusals made on this basis to City.
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4. Rent. Lessee will provide advancement of knowledge, appreciation,and
enjoyment of Asian cultures by providing programs, exhibits,performances, and education in
Asian cultures on an on-going basis; will rehabilitate the ILA building and/or construct new
improvements on the Property; will provide interior and exterior maintenance to the ILA
Building and any new improvements; and will provide grounds maintenance for the Property in
lieu of making monthly rental payments.
5. Furnishing Building. It is understood that Lessee will be responsible for
furnishing and equipping the ILA Building and that City has no obligation to furnish any
equipment or furnishings for Lessee. All personal property furnished by or on behalf of Lessee
will remain the property of Lessee unless specifically donated to City.
6. Maintenance. Lessee will maintain the lawn and vegetation of the Property at its
own expense, including any garden or extensive landscaping. Lessee will maintain,at its sole
expense,the Facilities and any Improvements on the Property, including without limitation all
fixtures connected therewith, all personal property thereon, exterior walks and driveways, and all
other areas which City has not agreed to maintain under this Lease Agreement. Maintenance
shall be of such quality as to maintain the Property in a first-class condition, consistent and in
harmony with the standard of maintenance of improvements on properties leased by City to other
tenants in the Bayfront Arts and Science Park. Lessee shall not undertake exterior construction,
remodeling, redecorating, or signage beyond normal maintenance without prior written consent
of the City Manager.No major interior construction shall be undertaken without prior written
consent of the City Manager. Lessee shall obtain, at its own expense,all building permits.
7. INDEMNITY.LESSEE SHALL FULLY INDEMNIFY,SAVE AND HOLD
HARMLESS CITY,ITS OFFICERS, EMPLOYEES,AND AGENTS AGAINST ANY AND
ALL LIABILITY,DAMAGE,LOSS, CLAIMS,DEMANDS,AND ACTIONS OF ANY
NATURE WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES(INCLUDING,
WITHOUT LIMITATION ON THE FOREGOING,PREMISES DEFECTS, WORKERS'
COMPENSATION AND DEATH CLAIMS), OR PROPERTY LOSS OR DAMAGE OF ANY
KIND WHATSOEVER, WHICH ARISE OUT OF OR ARE IN ANY MANNER
CONNECTED WITH, OR ARE CLAIMED TO ARISE OUT OF OR BE IN ANY WAY
CONNECTED WITH, THE PERFORMANCE BY LESSEE OF ITS OBLIGATIONS
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UNDER THIS LEASE AGREEMENT OR LESSEE'S USE, OPERATION OR OCCUPANCY
OF THE PROPERTY.
LESSEE SHALL AT ITS OWN EXPENSE INVESTIGATE ALL SUCH CLAIMS
AND DEMANDS,ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION,
DEFEND ALL ACTIONS BASED THEREON AND PAY ALL CHARGES OF ATTORNEYS
AND ALL OTHER COSTS AND EXPENSES OFANY KIND ARISING FROM ANY SUCH
LIABILITY,DAMAGE,LOSS, CLAIMS,DEMANDS,AND ACTIONS.
8. Compliance with Laws. Lessee agrees that in the operation of the Property it will
promptly comply with and fulfill all ordinances, regulations and codes of Federal, State, County,
City and other governmental agencies applicable to the Property, including without limitation
compliance with American with Disabilities Act requirements, and all ordinances or regulations
imposed by City for the correction, prevention and abatement of nuisances or code violations in
or connected with the Property during the term of this Lease Agreement, at Lessee's sole expense
and cost.
9. Signage. Lessee shall not place,paint or otherwise affix any signs at, or on or
about the Property,or any part thereof, without prior written consent of City Manager. City
Manager shall have the right at any time to require Lessee to remove, paint or repair the signs
allowed. Should Lessee not remove, paint or repair the said signs within thirty(30)days of
demand therefor in writing, City may fulfill its demands and charge the expense of same to
Lessee. Payment for such work shall be made within thirty(30)days of receipt of said bill. This
paragraph does not apply to temporary signs, in conformity with city codes, on the Property for
two weeks or less.
10. Right to Enter and Inspect. The City reserves the right to enter the Property at any
reasonable time during business hours during the existence of this Lease Agreement, after
reasonable notice to Lessee, for the purpose of inspecting the same in order to determine whether
the terms of this Lease Agreement are being-observed and carried out, including but not limited
to,both exterior and interior maintenance.
11. Insurance.
(A) Lessee shall secure and maintain at Lessee's expense,during the term of this
Lease, insurance of the type and with the amount of coverage shown on the Exhibit"B",which
is incorporated in this Lease by reference.
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(B) The Certificate of Insurance must be sent to the Risk Manager prior to occupancy
of and operations at the Premises. Lessee agrees to notify Lessor of any substantive change to its
insurance coverage.
(C) Lessee shall provide, during the term of this Lease,copies of all insurance
policies to the Risk Manager upon written request by the City Manager. The Risk Manager shall
retain the right to annually review the amount and types of insurance maintained by Lessee,to
require increased coverage limits, if reasonably necessary in the interest of public health, safety,
or welfare, and to decrease coverage, if so warranted.
(D) In the event of any necessary increase, Lessee shall receive ninety (90) days
written notice prior to the effective date of the requirement to obtain increased coverage. In the
event alcoholic beverages are to be served or consumed on any Premises covered by this Lease,
the Lessee shall additionally obtain or cause to be obtained alcoholic beverage liability insurance
in the amount of one million dollars($1,000,000.00)covering the event or time period when
alcoholic beverages are to be served or consumed.
(E) Lessee shall, prior to any addition or alteration to, in, on, or about the Premises,
obtain prior clearance, in writing, 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 19(a), as contained
herein.
(F) The City carries the property and flood insurance on the building. Lessee is
responsible for insuring its own contents.
12. Subletting or Assignment. Lessee shall not assign this Lease Agreement nor
sublet the Property or any part thereof without the prior written consent of the City. The consent
of the City shall not be unreasonably withheld. This restriction does not include renting all or
part of the Property for a period of less than one(1)week.
13. Defaults. Upon thirty days prior written notice to Lessee, City may, at its option,
in addition to any other remedy or right hereunder or by law, terminate this Lease Agreement
upon occurrence of any of the following conditions("Defaults"), provided that Lessee has not
cured the Default prior to termination;
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(1) Failure to operate the Property for the purposes set forth in Paragraph 1 except during
periods necessary for repairs or renovation approved by the City Manager in writing or except as
otherwise contemplated by this Lease Agreement.
(2) Failure to abate any nuisance specified in writing by the City Manager within a
reasonable time specified in writing by the City Manager.
(3) Lessee's assignment of this Lease Agreement or attempted assignment or
subletting, without prior written consent of City.
(4) Failure to have in effect policies of contractor's insurance, liability insurance,
and/or workers'compensation insurance as required by City Manager.
(5) Failure to pay any taxes prior to the due date.
(6) Abandonment of the Property.
(7) Failure of Lessee to correct any other breach in the performance or observance of
any other covenant or condition of this Lease Agreement.
(8) Failure to pay payroll taxes, medicare taxes, FICA taxes, unemployment taxes,
and all other related taxes in accordance with Circular E Employer's Tax Guide, Publication E, as
it may be amended.
Upon termination of this Lease Agreement as hereinabove provided, or pursuant to
statute, or by summary proceedings or otherwise, City may enter forthwith and resume
possession either by summary proceedings, or by action at law or in equity or by force or
otherwise, as City may determine, without being liable in trespass or for any damages. The
foregoing rights and remedies given to City are, and shall be deemed to be, cumulative of any
other rights of City under law, and the exercise of one shall not be deemed to be an election, and
the failure of City at any time to exercise any right or remedy shall not be deemed to operate as a
waiver of its right to exercise such right or remedy at any other or future time.
No assent, express or implied, by City to any breach of any of Lessee's covenants,
agreements,conditions, or terms hereof shall be deemed or taken to be a waiver of any
succeeding breach of any covenant, agreement,condition, or term hereof.
14. Termination. Lessee or the City shall have the right to terminate this Lease
Agreement by giving the other party ninety (90)days prior written notice of the date of
termination, in which case all obligations on the part of Lessee shall also terminate as of the date
of termination, so long as the Property is returned in same or better condition as upon the
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effective date of the Lease, normal wear and tear excepted. If the Property is not in such
condition, Lessee shall repair the Property to such condition within sixty(60) days after
termination of this Lease.
15. Property of City. Upon expiration of this Lease Agreement, or upon termination
thereof for any reason, all buildings, improvements, and fixtures placed on the Property by
Lessee shall become property of City.
16. Landlord/Tenant. It is specifically agreed and understood that the parties intend
and do hereby create a landlord/tenant relationship, and this Lease Agreement shall be construed
conclusively in favor of that relationship.Nothing herein contained shall be deemed or construed
by the parties hereto, nor by any third party, as creating the relationship of principal and agent or
of partnership or of joint venture between the parties hereto, it being understood and agreed that
no provision contained herein, nor any of the acts of the parties hereto, shall be deemed to create
any relationship between the parties herein other than that of Landlord and Tenant.
17. Amendments.No changes or modifications to this Lease Agreement shall be
made,nor any provision waived, unless in writing signed by a person authorized to sign
agreements on behalf of each party. This Lease Agreement supersedes all previous agreements
between the parties.
18. General Provisions.
A. Invalidity. If any clause or provision of this Lease Agreement is illegal, invalid or
unenforceable under present or future law effective during the term of this Lease Agreement,
then and in that event,the remainder of this Lease Agreement shall not be affected thereby, and
in lieu of each such clause or provision, shall be added automatically as part of this Lease, a
clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or
provision as may be possible and be legal,valid, and enforceable.
B. Publication. Lessee agrees to pay the costs of newspaper publication of this Lease
Agreement and related ordinance as required by the City Charter.
C. Terms. This Lease Agreement is made and accepted subject to all ad valorem
taxes that may be levied and assessed on the Property and/or its improvements, furnishing and
contents during the term of this Lease Agreement, the payment of which is hereby assumed by
Lessee.
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D. Utilities. Lessee shall obtain, at its own expense all utility services, garbage
collection,janitorial services, security services, and similar services during the Lease period.
E. No Waiver. No assent, express or implied,by City to any breach of any of
Lessee's covenants, agreements, conditions or terms hereof shall be deemed or taken to be a
waiver of any succeeding breach of any covenant, agreement, condition or term hereof
F. Lessee's Acknowledgment. By Lessee's execution hereof, Lessee acknowledges
that Lessee has read this Lease Agreement and understands that this Lease Agreement is not
binding on the City until properly authorized by the City Council and executed by the City
Manager of the City of Corpus Christi, Texas.
G. Nondiscrimination. Lessee will not on the grounds of handicap, sex, race, color,
or national origin, discriminate or permit discrimination against any person or groups of persons
in any manner. City hereby reserves the right to take such action as the United States
Government may direct to enforce this covenant.
H. No Debts. Lessee will incur no debts or obligations on the credit of the City of
Corpus Christi.
I. Notices. All notices required or allowed under the Lease shall be:
1. hand-delivered;
2. mailed by certified mail;
3. faxes; or
4. sent by overnight mail.
If hand-delivered or faxed, the notice shall be deemed received on the day delivered or
faxed. If the notice is sent overnight mail, the notice shall be deemed received on the next
business day after it was sent. If the notice is mailed by certified mail, the notice shall be deemed
received on the third business day after it was mailed. Notice shall be sent as follows:
If to City: If to Lessee:
Director of Parks and Recreation Texas State Museum of Asian Cultures
City of Corpus Christi 1809 N. Chaparral
P.O. Box 9277 Corpus Christi, Texas 78401
Corpus Christi, Texas 78469-9277
J. Concession Rights. Lessee shall have the right to provide concession activities,
including food and beverages. City shall have the right to approve all prices charged,which
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approval is delegated to the City Manager. Lessee must notify City of proposed price changes
sixty(60)days prior to the proposed change. The price change shall be immediately effective
upon approval of the City Manager. Lessee shall prominently display a list of prices to be
charged at each location where concession items are sold, and such prices shall not exceed prices
charged for similar services under similar conditions elsewhere in the city. Lessee shall offer
concession services to other users of the Property on the same basis and at the same prices as for
Lessee.
K. Publication Costs. Lessee shall pay for the cost of publishing the Lease description
and related ordinance, if required by the City Charter, in the legal section of the local newspaper.
Remainder of page intentionally left blank; signature page to follow.
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EXECUTED IN DUPLICATE, each of which shall be considered an original, on the
day of ,i(0,,44, , 2014.
ATTEST: CITY OF CORPUS CHRISTI
4J2A*,
Rebecca Huerta Ronald L. 61son
City Secretary City Manager ,( •'C-LIZ......°3-9
.7.,.A111 HUtii‘k..
LESSEE: TEXAS STATE MUSEUM OF ASIAN CULTURES
By: Te 1/1y 2.1)
Name: 3 � 11+ L /�
Title: ,n 8(ret,v,d
Date: /0 /41/?.d/1G
ACKNOWLEDGEMENT
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledgedbefore me on the day of J- day of a-:„."- ,2014 by
4.4/ (name), vivey l�,f / 9iE. 7 (title)of the Texas State Museum of Asian
Cultures(a Texas non-profit corporation,on behalf of said corporation.
Il____ ary Public, State of Texas
gir; STAN OF MISS Printed Name:i0f'q
!, My comm.Exp.a-te-a Expiration Date: a ?i[a ,ZU/,p
APPROVED AS TO LEGAL FORM this ' `% day of (-)( ,2014.
By: I �`"'�` a .t
Buck Brice
Assistant City Attorney
for City Attorney
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Exhibit A— Lease Boundaries
Texas State Museum of Asian Cultures
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EXHIBIT B
INSURANCE REQUIREMENTS
LESSEE"S LIABILITY INSURANCE
A. Lessee shall not commence work under this agreement until all insurance required herein has been
obtained and approved by the City's Risk Manager or designee. Contractor must not allow any
subcontractor to commence work until all similar insurance required of the subcontractor has been
so obtained.
B. Lessee shall furnish to the Risk Manager or designee and Director of Parks and Recreation
Department, two (2) copies of Certificates of Insurance, with applicable policy endorsements
showing the following minimum coverage by an insurance company(s) acceptable to the Risk
Manager or designee. The City must be listed as an additional insured for the General Liability
policy, and a waiver of subrogation is required on all applicable policies.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-Day Notice of Cancellation required on all Bodily injury and Property Damage
certificates or by policy endorsement(s) Per Occurrence/aggregate
Commercial General Liability including: $1,000,000 Per Occurrence
1. Broad Form
2. Premises—Operations
3. Products/Completed Operations Hazard
4. Contractual Liability
5. Broad Form Property Damage
6. Independent Contractors
PROPERTY INSURANCE Lessee shall purchase All—Peril Property Coverage to
provide coverage for Personal Property.
WORKERS' COMPENSATION Which Complies With The Texas Workers' Compensation
And Paragraph II Of This Exhibit.
EMPLOYER'S LIABILITY $500,000/$500,000/$500,000
C. In the event of accidents of any kind related to this project, Lessee shall furnish the Risk Manager
with copies of all reports of such accidents within ten (10)days of the accident.
II. ADDITIONAL REQUIREMENTS
A. Lessee must obtain workers' compensation coverage through a licensed insurance
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company in accordance with Texas law. The contract for coverage must be written on a
policy and endorsements approved by the Texas Department of Insurance. The coverage
provided must be in amounts sufficient to assure that all workers' compensation
obligations incurred will be promptly met.
B. Lessee shall obtain and maintain in full force and effect for the duration of this Contract,
and any extension hereof, at Lessee's sole expense, insurance coverage written on an
occurrence basis, by companies authorized and admitted to do business in the State of
Texas and with an A.M. Best's rating of no less than A-VII.
C. Lessee shall be required to submit a copy of the replacement certificates of insurance to
City at the address provided below within 10 days of the requested change. Lessee shall
pay any costs incurred resulting from said changes. All notices under this Article shall be
given to City at the following address:
City of Corpus Christi
Attn: Risk Management
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Lessee agrees that with respect to the above required insurance, all insurance
policies are to contain or be endorsed to contain the following required provisions:
• List the City and its officers, officials, employees, volunteers, and elected
representatives as additional insured by endorsement or compatible policy language, as
respects operations, completed operations and activities of, or on behalf of, the named
insured performed under contract with the City, with the exception of the workers'
compensation policy
• Polices "other insurance" clause shall not apply to the City of Corpus Christi where the
City is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
• Provide thirty (30) calendar days advance written notice directly to City of any
suspension, cancellation, non-renewal or material change in coverage, and not less than
ten (10)calendar days advance written notice for nonpayment of premium.
E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage.
Lessee shall provide a replacement Certificate of Insurance and applicable endorsements
to City. City shall have the option to suspend Lessee's performance should there be a
lapse in coverage at any time during this contract. Failure to provide and to maintain the
required insurance shall constitute a material breach of this contract.
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F. In addition to any other remedies the City may have upon Lessee's failure to provide and
maintain any insurance or policy endorsements to the extent and within the time herein
required, the City shall have the right to order Lessee to discontinue sales/work
hereunder, until Lessee demonstrates compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which
Lessee may be held responsible for payments of damages to persons or property resulting
from Lessee's or its subcontractor's performance of the work covered under this
agreement.
H. It is agreed that Lessee's insurance shall be deemed primary and non-contributory with
respect to any insurance or self insurance carried by the City of Corpus Christi for
liability arising out of operations under this agreement.
I. It is understood and agreed that the insurance required is in addition to and separate from
any other obligation contained in this agreement.
2014 Parks and Recreation Dept.
Museum of Asian Cultures, Lease Agreement —ins. reqs.
9/2/2014 ds Risk Management
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