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HomeMy WebLinkAboutC2018-642 - 9/18/2018 - Approved Page 1 of 10 AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND South Texas Institute for the Arts, Inc. ("RECIPIENT") (HOTEL OCCUPANCY TAX REVENUE RECIPIENT AGREEMENT) This Hotel Occupancy Tax Revenue Recipient Agreement ("Agreement") is made between the City of Corpus Christi, a Texas home-rule municipal corporation ("City"), acting through its duly authorized City Manager or designee ("City Manager"), and South Texas Institute for the Arts, Inc. ("Recipient"), a Texas non-profit corporation, qualified as a 501(c)(3)organization under 26 U.S.C. Section 501(c)(3). 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; 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 October 1, 2018 and terminates on September 30, 2019. III. City's Duties. City agrees to pay Recipient $ 350,000.00 out of revenue from the City of Corpus Christi's FY 2018-19 Hotel Occupancy Tax fund for use in accordance with Section IV below (the "Grant Funds"). In no event will City be liable for an amount in excess of this Grant Funds amount. IV. Recipient's Duties-Eligible Activities. Use of Grant Funds by Recipient is limited to those activities that, without exception, meet all three of the following requirements, herein referred to as "Activities": (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)(3) and (4)of the Texas Tax Code, and Section 351.101(b), copy attached as"Exhibit B"; and (C) the activities promote both tourism and the convention and hotel industry within the City of Corpus Christi. V. 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 C2018-642 9/18/18 Ord. 031548 South Texas Institute for the Arts Page 2 of 10 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 Management and Budget ("Director") a completion report ("Report"), 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 Funds provided to Recipient was spent in accordance with the requirements in this Agreement. 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 Recipient's 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 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. (E) Number of attendees that reside outside the City limits that attended the events described on Exhibit A. VII. Records Retention. Recipient must at all times during the term of this Agreement, and for five 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 provided under this agreement; and (B) make records of these expenditures available for review to the City. VIII. 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 within five years from effective date of this Agreement that Recipient has failed to comply with the requirements contained in this Agreement, the Agreement is subject to termination in accordance with Section listed below, and all Grant Funds must be repaid to the City. IX. Unexpended funds. Upon termination of this Agreement, Recipient must promptly refund to City any unexpended Grant Funds. X. 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. Page 3 of 10 Xl. Modifications and Waivers. No provision of this Agreement may be altered, changed, modified, or waived. XII. Relationship between Parties. Nothing in this Agreement shall constitute a partnership, joint venture, or principal-agent relationship between the parties. XIII. 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. XIV. Non-discrimination. Recipient shall not discriminate, or permit discrimination against 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 enforce this non-discrimination covenant. Violation of this provision will result in the immediate termination of this Agreement. XV. Indemnity. Recipient hereby fully agrees to indemnify and hold harmless the City of Corpus Christi, its officers, employees, representatives, licensees, and invitees ("indemnitees") 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 claims, 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 said 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 expenses related to such actions on account of liability, damage, loss, claims, demands, or actions, including attorney fees. Page 4 of 10 XVI. 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 XIII or XIV of this agreement. (2)The City may terminate the Agreement upon fourteen (14) 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. (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 IV 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. XVII. 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. XVIII. Notices. All notices 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. 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. All notices be made to: If to City: City of Corpus Christi Director, Parks & Recreation P. 0. Box 9277 Corpus Christi, TX 78469-9277 (361) 880-3461 If to Recipient: x6, South Texas Institute for the Arts, Inc. `� 1902.N. Shoreline Corpus Christi, Texas 78401 Page 5 of 10 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. IXX. 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. XX. 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. XXI. 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. XXII. Assignment. This Agreement may not be, in whole or in part, assigned or transferred directly or indirectly without prior written consent of City. XXIII. Disclosure of Interests. Recipient agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this Agreement. Recipient agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this Agreement. For more information, please review the information on the Texas Ethics Commission website at https://www.ethics.state.tx.us. Recipient agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-d isclosure/index. Executed on the l4 day of a01/01103e4r , 2018. CITY OF CORPUS CHRISTI B : 1 // ,/, /./ . Keith el' .", i y anager ATTEST: C,CD(.. RE .TCCA HUERTA FTARV Approved as to legal form tJOV , 2018 By: Ord t15'-� Lisa Aguilar, Assist City Attorney ,hfor City AttorneyC�tlNC(IL4_4 SECRETARY Page 6 of 10 SOUTH TEXAS INSTITUTE FOR THE ARTS By: _I Na . Joseph B. Schenk Title: Director Date: 10/5/2018 Page 7 of 10 EXHIBIT A ART MUSEUM OF SOUTH TEXAS MISSION AND ORGANIZATION Mission. The Mission of the South Texas Institute for the Arts (the Institute), doing business as the Art Museum of South Texas, is to operate educational facilities and an art museum which advance the awareness, knowledge, appreciation and enjoyment of the visual arts for residents and visitors of South Texas. To meet its educational mission, the Institute will present a variety of programs which include classes, lectures, films, and performances and other activities which inspire community interest in the visual arts. These programs will be offered at the Art Museum of South Texas, the Antonio E.Garcia Arts and Education Center,and other outreach venues that serve the Institute's mission. In operating an art museum, the institute will actively collect, conserve, exhibit, research and interpret outstanding works of visual art with particular interest in art of the Americas and of the region. Operating Principles. The Institute shall operate in accordance with the following principles: Place education in its broadest sense at the center of its public service role; Seek the highest quality within all program offerings to serve the diverse audiences living in the South Texas region; Reflect the diversity of our society by establishing and maintaining a broad constituency of leadership, patronage and public programming; Assure the interpretive process manifests a variety in cultural and intellectual perspectives and reflects the diversity of the Institute's public; Engage in active, ongoing collaborative efforts with a wide spectrum of the Institute's public dimension; Maintain diversity among trustees, staff and volunteers to assure a breadth of perspective throughout the organization; Commit leadership and financial resources to maintain annual operating needs. The Art Museum of South Texas is the only major fine arts museum within 150 mile radius of Corpus Christi. Founded in 1945, the Art Museum of South Texas moved from South Bluff Park to the Philip Johnson designed building on the Corpus Christi bay front in 1972. In 1995 the Museum merged with the Creative Arts Center and the Center for Hispanic Arts, creating the South Texas Institute for the Arts. In 2006 the Legorreta wind was completed bringing the museum to a total of 60,000 square feet of gallery space,a restaurant,gift shop,offices,the digital class room and additional storage. Additionally, the Museum provides programs at the Antonio E. Garcia Arts Education Center on Agnes Street. The Art Museum of South Texas receives over 85,000 visitors annually. The Museum's focus on art education for children and adults as well as making available for view important and inspirational works of art,makes the Art Museum of South Texas a destination for both local families and visitors to the South Texas region. The Permanent Collection is the Institute's most significant asset. The collection is comprised of over 1,500 works of art including painting, sculpture, drawing, photography, printmaking, ceramics, fabric, and fine craft. IN 1994, the Museum Board revised its mission to place an emphasis on developing a comprehensive collection of works by artists associated with the state of Texas and art of the Americas. Museum staff aggressively seeks art created in the region. Page 8 of 10 The Permanent Collection increases by approximately 50 works per year. In 2001,the Collection doubled with the addition of 900 paintings, prints, drawings, and collages from the estate of recognized Texas artist, the late Dorothy Hood. The Art Museum presents 12 to 15 exhibitions per year. The annual exhibit calendar regularly pairs contemporary presentations with more conventional exhibits of traditional images such as Western and/or wildlife art. The Museum typically presents art of regional, state, national and international interest, looking for a balance of artistic media by presenting painting and sculpture, craft, printmaking, and photography, drawings, and installation art. Other exhibits are co- organized with Texas A&M University—Corpus Christi faculty, sharing gallery space. Page 9 of 10 EXHIBIT B EXHIBIT B Texas Tax Code §351.101. USE OF TAX REVENUE. a) Revenue from the municipal hotel occupancy tax may be used only to promote tourism and the convention and hotel industry, and that use is limited to the following: (1) the acquisition of sites for and the construction, improvement, enlarging, equipping, repairing, operation, and maintenance of convention center facilities or visitor information centers, or both; (2) the furnishing of facilities, personnel, and materials for the registration of convention delegates or registrants; (3) advertising and conducting solicitations and promotional programs to attract tourists and convention delegates or registrants to the municipality or its vicinity; (4) the encouragement, promotion, improvement, and application of the arts, including instrumental and vocal music, dance, drama, folk art, creative writing, architecture, design and allied fields, painting, sculpture, photography, graphic and craft arts, motion pictures, radio, television, tape and sound recording, and other arts related to the presentation, performance, execution, and exhibition of these major art forms; (5) historical restoration and preservation projects or activities or advertising and conducting solicitations and promotional programs to encourage tourists and convention delegates to visit preserved historic sites or museums: (A) at or in the immediate vicinity of convention center facilities or visitor information centers; or (B) located elsewhere in the municipality or its vicinity that would be frequented by tourists and convention delegates; (6) for a municipality located in a county with a population of one million or less, expenses, including promotion expenses, directly related to a sporting event in which the majority of participants are tourists who substantially increase economic activity at hotels and motels within the municipality or its vicinity; and (b) Revenue derived from the tax authorized by this chapter shall be expended in a manner directly enhancing and promoting tourism and the convention and hotel industry as permitted by Subsection (a). That revenue may not be used for the general revenue purposes or general governmental operations of a municipality. (c) The governing body of a municipality by contract may delegate to a person, including another governmental entity or a private organization, the management or supervision of programs and activities funded with revenue from the tax authorized by this chapter. The governing body in writing shall approve in advance the annual budget of the person to which it delegates those functions and shall require the person to make periodic reports to the governing body at least quarterly listing the expenditures made by the person with revenue from the tax authorized by this chapter.The person must maintain revenue provided from the tax authorized by this chapter in a separate account established for that purpose and may not commingle that revenue with any other money. The municipality may not delegate to any person the management or supervision of its convention and visitors programs and activities funded with revenue from the tax authorized Page 10 of 10 by this chapter other than by contract as provided by this subsection. The approval by the governing body of the municipality of the annual budget of the person to whom the governing body delegates those functions creates a fiduciary duty in the person with respect to the revenue provided by the tax authorized by this chapter. (d) A person with whom a municipality contracts under this section to conduct an activity authorized by this section shall maintain complete and accurate financial records of each expenditure of hotel occupancy tax revenue made by the person and, on request of the governing body of the municipality or other person, shall make the records available for inspection and review to the governing body or other person. (e) Hotel occupancy tax revenue spent for a purpose authorized by this section may be spent for day-to-day operations, supplies, salaries, office rental, travel expenses, and other administrative costs only if those administrative costs are incurred directly in the promotion and servicing expenditures authorized under Section 351.101(a). If a municipal or other public or private entity that conducts an activity authorized under this section conducts other activities that are not authorized under this section, the portion of the total administrative costs of the entity for which hotel occupancy tax revenue may be used may not exceed the portion of those administrative costs actually incurred in conducting the authorized activities. (f) Municipal hotel occupancy tax revenue may not be spent for travel for a person to attend an event or conduct an activity the primary purpose of which is not directly related to the promotion of tourism and the convention and hotel industry or the performance of the person's job in an efficient and professional manner. (g) Nothing in this section shall prohibit any private entity, person, or organization from making subgrants by contract to any other person, entity, or private organization for expenditures under Section 351.101(a)(4). A subgrantee shall: (1) at least annually make periodic reports to the governing body of its expenditures from the tax authorized by this chapter; and (2) make records of these expenditures available for review to the governing body or other person. kine II iACITY OF CORPUS CHRISTI 1hi DISCLOSURE OF INTEREST 1852 Corpus Christi Code§ 2-349, as amended,requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with 'NA". See next page for Filing Requirements, Certification and Definitions. COMPANY NAME: South Texas Institute for the Arts P.O. BOX: STREET ADDRESS: 1902 N. Shoreline Blvd. CITY: Corpus Christi. STATE: TX - ZIP: 78401 - FIRM IS: I. Corporation nonprai� nership _ 3.Sole Owner 0 4. Association 5.Oiher — DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named "firm.' Name Job Title and City Department(if known) -----NIA -- - 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named "firm." Name Title N/A — — --3. State the names of each "board member" of the City of Corpus Christi having on "ownership interest" constituting 3%or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3%or more of the ownership in the above named "firm." Name Consultant N/A