HomeMy WebLinkAboutC2019-665 - 12/10/2019 - Approved LEASE AGREEMENT
STATE OF TEXAS §
COUNTY OF NUECES §
This Lease Agreement of by and between the City of Corpus Christi, a municipal
corporation, (the "City"), and The Art Community Center of Corpus Christi, Inc., (the "Art
Center"),
WITNESSETH:
That the City does by these presents lease and demise unto the Art Center the following
described property,with all improvements thereon, (the"Leased Premises"),being situated in the
City of Corpus Christi,Nueces County, Texas:
An area bounded on the southside by the North curb line of Cooper's Alley, the
west side by the east curb line of Shoreline Drive, the north side by a line
approximately 15-feet north of what was formerly the north curb line of John
Sartain Street(formerly known as Laguna Street), and on the east side by the west
curb line of the old northbound Shoreline Drive right-of-way,
for the term of twenty (20) years beginning sixty (60) days after second reading of the City
Ordinance authorizing execution hereof, in consideration for which the City and the Art Center
covenant and agree to perform the following terms and conditions,to-wit:
1. Operating Requirements. The Art Center shall operate the Leased Premises, in
accordance with the following terms,conditions, and procedures:
(a) The operation of an art center for use by local and visiting artists.
(b) The Art Center shall maintain such structure as an attractive and compatible
part of the Shoreline area.
SCANNED
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(c) Excepting City holidays,periods reasonably necessary to accomplish changing
exhibits, and vacations not exceeding 14 calendar days per year,the Art Center shall keep
the building open for local and visiting citizens who desire to visit the facility during
regularly-established hours which shall be not less than five days and 30 hours per week;
provided that the City may excuse the Art Center from this requirement during special
events which hinder access to the Leased Premises. The Art Center hereby waives any
right it might have to object to street closings during special events.
(d) The Art Center shall repair and maintain the Leased Premises,including but not
limited to, air conditioning and heating equipment, in good operating condition at all
reasonable times.
(e) The Art Center shall provide decorating services for the interior of the building.
(0 The Art Center shall provide furnishings and equipment.
2. Capital Program by Art Center. During the first five (5) years of this Lease, the Art
Center shall develop a capital improvement program for the facilities on the Leased Premises and
submit the same to the City for City Council approval. The capital improvement plan shall
incorporate the following:
(a) The plan shall provide for the maintenance and improvement of the facilities in
order to serve the public for the duration of the lease term.
(b) The facilities shall incorporate energy and utility conservation features
acceptable to City.
(c) The Art Center shall engage a replacement architectural firm with knowledge
and experience in rehabilitative use restorations,acceptable to City. All expenses and fees
paid to such architectural firm shall be paid by the Art Center.
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(d) Prior to commencing any capital improvements to be funded solely by the Art
Center, the supervising architect shall submit the construction plans to the City Manager
of the City, or his designee, for approval and such approval shall be prerequisite for the
issuance of any building permit required by the City.
3. Consideration Provided by City. The City shall provide and maintain,the following
at its expense.
(a) The City agrees to provide all usual City utility services (water, wastewater,
gas, regular garbage collection and disposal) necessary or proper for the use of such
building. All other utilities shall be paid by the Art Center.
(b) The City agrees to repair and maintain the exterior painting of the building,and
the grounds, including landscaping and parking lots, in good condition and attractive
appearance.
(c) The City agrees to provide property insurance on the full replacement value of
all buildings and improvements on the Leased Premises. The City shall transmit any such
insurance payments received to the Art Center upon the Art Center's submission of
renovation or replacement plans acceptable to the City; provided, the amount paid by the
City hereunder shall not exceed the actual, reasonable cost of the renovation or
replacement. The City shall have no obligation to maintain, repair, renovate nor replace
any improvements or infrastructure on the Leased Premises other than to the extent of the
insurance provided herein.
4. Use of Premises. The Art Center may utilize the building for the following purposes:
(a) Art Center's administrative headquarters and offices.
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(b) Workrooms for local and visiting artists who desire to continue or improve
their artistic endeavors.
(c) Meeting rooms for non-profit organizations desiring to use the building for
meetings.
(d) An information center for local and visiting artists which will provide
information and directions to local and area works of art.
(e) Gift shop for the sale of items of artistic and historic merit,and other gift items
normally sold in such facilities.
(f) Operation of a restaurant.
(g) Display areas for the display and sale of the artistic creations of local and
visiting artists.
(h) Fund raising events normally carried on by non-profit organizations.
(i) Areas for art fairs, art jamborees, and art auctions.
(j) Workshops, lectures, art classes and facilities for winter tourists to paint.
(k) Rental of the facility as a venue for special events.
5. Additional Agreements by Art Center. The Art Center:
(a) Shall make no structural alterations or additions to the improvements upon the
Leased Premises without the prior written consent of the City Manager or his designee.
(b) May make such nonstructural additions, alterations and improvements upon
the Leased Premises deemed necessary or desirable by the Art Center.
(c) Upon termination of this Lease,the Art Center may, but shall not be obligated
to, remove all such nonstructural additions, alterations and improvements but only if
they may be removed without damaging the Leased Premises. All additions,
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alterations or improvements which are not removed from the Leased Premises at the
expiration or termination of this Lease become the property of City without necessity
of any legal action
(d) Shall have the right to authorize individuals, groups of individuals, or
organizations to use portions of the Leased Premises for any purposes for which the
Art Center is herein authorized to use the premises. All of said use by said individuals
or organizations shall be subject to and in accordance with the spirit and terms of this
contract and shall be under the direction and supervision of the Art Center.
(e) In the ordinary course of providing or authorizing functions, programs and
events under and in accordance with this contract, the Art Center may, without the
prior consent thereto of the City Manager or City Council,enter into written contracts
and agreements of a routine nature.
(f) Promptly notify the City Manager or designee of any damage to the Leased
Premises.
6. Financial Statements. The Art Center shall annually submit a signed copy of its
audited financial statement to the City Manager or his designee within ninety (90) days after the
end of the fiscal year covered by such audit.
7. No Assignment. The Art Center shall not assign this Lease without the prior written
consent of the City.
8. Non-Discrimination. The Art Center shall not discriminate against the public, its
employees, or artists on the basis of race, creed, color, national origin, sex, or handicap in its
operations under this Lease.
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9. Indemnification. The Art Center shall fully indemnify, save and hold harmless the
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 of this
Agreement or the Art Center's use, operation or occupancy of the Leased Premises or the Art
Center. The Art Center 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 of any kind arising from any such liability, damage,
loss, claims, demands, and actions.
10. Compliance. The Art Center agrees that it will promptly comply with and fulfill all
ordinances,regulations and codes of Federal, State,County,City and other governmental agencies
applicable to said property, at the Art Center's sole expense and cost.
11. Non-Waiver. No assent, express or implied, by the City to any breach by the Art
Center of any of the 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.
12. Entry by City. The City reserves the right to enter said premises at any reasonable
time during the existence of this Lease for the purpose of inspecting the same in order to determine
whether the terms of the Lease are being observed and carried out.
13. Insurance. The Art Center shall acquire and maintain the following insurance
coverages during the term of the Lease:insurance coverages and amounts identified on the attached
Exhibit.
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In addition, the Art Center shall require any contractor for construction of any buildings or
improvements under this Lease to carry insurance coverages throughout the renovation period with
terms and amounts as required by the City Manager. The amount and terms of coverages required
in this paragraph shall be substantially similar to those required by the City for similar operations.
The City may require reasonable increases in the coverages specified herein so that the
present real value of coverage is not diminished over the course of this Lease.
14. Termination by City. The City may, at its option, in addition to any other remedy or
right hereunder or by law, immediately terminate this Lease without notice except as provided
herein, upon occurrence of any of the following conditions:
(a) Failure to operate the Leased Premises as an Art Center open to the public for
a period exceeding 30 days except during periods necessary for repairs or renovation
approved by the City in writing.
(b) Failure to abate any nuisance specified in writing by the City within a
reasonable time specified in writing by the City.
(c) The Art Center's assignment of this Lease or subletting of the Leased
Premises, or attempted assignment or subletting, except as otherwise authorized herein,
without written consent of the City.
(d) Dissolution of the Art Center as a non-profit corporation.
(e) Failure to have in effect at all times policies of insurance as required in this
Lease.
(f) Abandonment of the premises.
(g) Failure of the Art Center to complete repairs or reconstruction within 12
months after the building is damaged beyond use or destroyed by fire, wind, flood or any
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other cause. In the event of such catastrophe, the Art Center shall notify City in writing,
within thirty days of any such damage,of its plans and schedule for repair or reconstruction,
and failure to timely submit such notice shall be sufficient cause for City to terminate this
Lease.
(h) Failure of the Art Center, within thirty (30) days of written notice from the
City, to correct any breach in the performance or observance of any other covenant or
condition of this Lease.
Upon termination of this Lease as hereinabove provided, or pursuant to statute, or by summary
proceedings or otherwise,the 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 the City may determine,
without being liable in trespass or for any damages. The foregoing rights and remedies given to
the City are, and shall be deemed to be, cumulative of any other rights of the City under law, and
the exercise of one shall not be deemed to be an election, and the failure of the 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.
15. Landlord-Tenant Relationship. It is specifically agreed and understood that the
parties intend and do hereby create a landlord/tenant relationship, and this 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.
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16. Amendments. No changes or modifications to the Lease shall be made, nor any
provision waived,unless in writing signed by a person authorized to sign agreements on behalf of
each party.
17. Publication. The Art Center agrees to pay the costs of newspaper publication of this
Agreement and related ordinance as required by the City Charter.
18. Local Efforts. The Art Center shall invite Corpus Christi based general contractors
who are qualified to negotiate or bid for construction of any capital project, and the Art Center
further agrees to use its best efforts to involve local contractors and subcontractors in any
construction to the extent feasible.
19. Budgetary Appropriations. The Art Center understands and acknowledges that the
continuation of any City services and insurance obligations under this Lease beyond the current
fiscal year of the City, which fiscal year ends September 30 of each year, shall be subject to
sufficient appropriations and budget approval providing for or covering such items as an
expenditure in the City's budget. In the event of any such non-appropriation, The Art Center may
elect to assume such financial obligations or elect to terminate this Lease.
(Signatures on following page.)
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IN TESTIMONY WHEREOF,the parties to this Lease have hereunto set their hands in duplicate
effective as of the last date of signature below.
ATTEST: CITY OF CORPUS CHRISTI
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By: By:
Nam : Rebecca Huerta Name: Peter anoni
Title: City Secretary Title: City Manager
APPROVED: Date: D w.b e b. 15 , 2019.
347 day of 0 or . ,2019
Miles Risley, City Attorney
,vL
Assistant Ciq Attorney
THE ART COMMUNITY CENTER OF
CORPUS CHRISTI, INC.
By: t Ci'
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ITMpeo Date: /6/o?S7 2019.
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F:\7382\O\19 Lease Agreement-1021-11-15.docx 10
EXHIBIT
INSURANCE REQUIREMENTS
CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this agreement until all insurance required has
been obtained and such insurance has been approved by the City. Contractor must not
allow any subcontractor Agency to commence work until all similar insurance required of
any subcontractor Agency has been obtained.
B. Contractor must furnish to the City's Risk Manager and Contract Administer one(1)copy
of Certificates of Insurance (COI) with applicable policy endorsements showing the
following minimum coverage by an insurance company(s) acceptable to the City's Risk
Manager.The City must be listed as an additional insured on the General liability and Auto
Liability policies by endorsement, and a waiver of subrogation is required on all
applicable policies. Endorsements must be provided with COI. Project name and or
number must be listed in Description Box of COI.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-written day notice of cancellation, Bodily Injury and Property Damage
required on all certificates or by applicable Per occurrence - aggregate
policy endorsements
Commercial General Liability Including: $1,000,000 Per Occurrence
1. Commercial Broad Form
2. Premises—Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury-Advertising Injury
AUTO LIABILITY(including) $1,000,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS' COMPENSATION Statutory
EMPLOYER'S LIABILITY $500,000/$500,000/$500,000
Exhibit A—Page 11
LIQUOR LIABILITY $1,000,000 Per Occurrence
PERSONAL PROPERTY INSURANCE Lessee, at their own expense, shall be
(if applicable) responsible for insuring all owned, leased or
rented personal property.
C. In the event of accidents of any kind related to this agreement, Contractor must furnish the
Risk Manager with copies of all reports of any accidents within 10 days of the accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Contractor must obtain workers' compensation coverage
through a licensed insurance company. The coverage must be written on a policy and
endorsements approved by the Texas Department of Insurance. The workers'
compensation coverage provided must be in an amount sufficient to assure that all workers'
compensation obligations incurred by the Contractor will be promptly met.
B. Contractor shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Contractor'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. Contractor shall be required to submit a copy of the replacement certificate of insurance to
City at the address provided below within 10 days of the requested change.Contractor 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 Manager
P.O. Box 9277
Corpus Christi,TX 78469-9277
D. Contractor 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, as respects operations, completed operation and
activities of, or on behalf of, the named insured performed under contract with the City,
with the exception of the workers' compensation policy;
• Provide for an endorsement that the "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
Exhibit A—Page 12
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• 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,
Contractor shall provide a replacement Certificate of Insurance and applicable
endorsements to City. City shall have the option to suspend Contractor'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.
F. In addition to any other remedies the City may have upon Contractor'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 Contractor to remove the exhibit hereunder,
and/or withhold any payment(s) if any, which become due to Contractor hereunder until
Contractor demonstrates compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which
Contractor may be held responsible for payments of damages to persons or property
resulting from Contractor's or its subcontractor's performance of the work covered under
this agreement.
H. It is agreed that Contractor'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.
2019 Insurance Requirements
Ins. Req. Parks and Recreation
Lease Agreement—The Art Community Center of Corpus Christi
10/01/2019 Risk Management—Legal Dept.
Exhibit A—Page 13