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Ordinance No. 2,1487198 ORDINANCE NO. 2148 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER OF THE CITY OF BAYTOWN TO EXECUTE A CONTRACT WITH THE BAY AREA HERITAGE SOCIETY WITH REGARD TO THE DEVELOPMENT, ORGANIZATION, SUPERVISION, AND MANAGEMENT OF A MUSEUM AND MUSEUM PROGRAM; AUTHORIZING PAYMENT BY THE CITY OF SIX THOUSAND FOUR HUNDRED SIX AND 64/100 ($6,406.64) DOLLARS WITH REGARD TO SUCH AGREEMENT; AND PROVIDING FOR THE EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager of the City of Baytown to execute a contract with the Bay Area Heritage Society for the payment by the City of Baytown of the sum of Six Thousand Four Hundred Six and 64/100 ($6,406.64) Dollars for service to be rendered in the development, organization, supervision, and management of a museum and museum program in the City of Baytown, Texas. Section 2: That this ordinance shall take effect from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this 21st day Of- December , 1976. TOM GENTRY, Mayor ATTEST: EILTEN P. HALL, City Clerk APPROVED: NE4LeHARDSON�,C i Attorney 7199 THE STATE OF TEXAS 4 COUNTY OF HARRIS 0 AGREEMENT between the City of Baytown, a municipal corporation of Harris County, Texas, hereinafter called "City" and Bay Area Heritage Society, a non-profit corpor- ation of Harris County, Texas, hereinafter called "Society." WITNESSETH WHEREAS, the Society has been organized in the public interest of the City of Baytown to promote and foster the heritage of the City of Baytown and the Greater Baytown Area; and WHEREAS, the City Council of the City of Baytown has determined that it is in the public interest that the heritage of the City of Baytown be developed, presented, and interpreted to the members of the general public; and WHEREAS, the City and Society desire to develop a museum and the attendant museum programs following mutually acceptable guidelines; and WHEREAS, such a museum is a public service that would normally come within the purview of the Parks and Recreation Department of the City of Baytown; and WHEREAS, such museum is intended to portray the historical development of the City of Baytown; and WHEREAS, the museum is to be made available to the general public as provided herein for cultural, educational, historical, recreational, and civic purposes; and WHEREAS, it is the desire of the City to cooperate with the Society in such a worthwhile civic enterprise; NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS: 7200 1. That the City agrees to pay to the Bay Area Heritage Society the sum of Six Thousand Four Hundred Six and 64/100 ($6,406.64) Dollars for service to be rendered in the development, organization, supervision and management of the museum and museum programs for a one year period from January 1, 1977 to January 1, 1978. 2. That the Society for and in the consideration of the sum of Six Thousand Four Hundred Six and 64/100 ($6,406.64) Dollars agrees to do all things necessary to develop, organize, supervise, and manage the museum and museum programs, which may include, but is not limited to, conducting and promoting guided tours for schools, churches, clubs and senior citizens, preparing and publicly displaying exhibits, publications, postcards and films, conducting lectures and study courses, demonstration of crafts common to our ancestors, providing professional and staff personnel, maintaining and operating adequate facilities, and the performance of all other acts necessary to insure a suc- cessful operation of such civic enterprise. 3. That in no event will the City of Baytown pay more than Six Thousand Four Hundred Six and 64/100 ($6,406.64) Dollars toward the successful operation of such museum and museum programs. 4. Society covenants and agrees that after museum premises and program preparation, but no later than June 1, 1977, it will keep the museum open to the public for a minimum average of 20 hours a week, and on such other occasions as public demand may justify. 5. The Society shall operate the museum free of charge. Any admission charges or fees that may be collected by the Society from the general public for any entry or use -2- 7201 of the museum shall be determined and established by City Council. This provision shall not be construed, however, to prohibit the Society from soliciting donations, dues or other funds from any person. 6. All money collected by the Society, and all income or revenues derived from the operation of the museum shall be set aside to be used by the Society solely in such a manner as to develop, operate, and maintain this museum and its programs. 7. Accurate records of all receipts and disburse- ments shall be kept by the Society and all accounts may be audited by the Director of Parks and Recreations Department. The Society will disclose in these records the amount of funds that it raised from whatever sources, including the sums derived from anonymous donations, private contributions, admission fees, concession revenues. These records shall also show the names of operating personnel, salaries, and amounts necessary for supplies and other incidental items as may be necessary and proper for the operation of the museum. 8. Society agrees that it will submit to the City Council an annual report. The report shall show participation, programs, number of tours, special exhibits and year's activities. The report shall be submitted December 31, 1977. 9. Society agrees to carry Public Liability and Property Damage Insurance covering its operations and shall furnish the Director of Parks and Recreation upon request proof of minimum liability coverage of limits of $100,000.00 per claim, $300,000.00 per accident, and property damage of $25,000.00 per claim and $50,000.00 per accident. Society -3- 7202 further agrees to hold City whole and harmless from any claim, suit or demand arising against City as a result of Society's operations of the premises. 10. Society agrees that in the performance of its undertakings under this contract it will strictly observe and abide by the ordinances of the City of Baytown, the laws of the State of Texas and of the United States of America as the same may hereafter be amended or any new ordinances or laws which may be enacted and will observe and abide by the highest principles of civic responsibility to the end that neither public funds nor public property shall be used in any manner which is inimical to public confidence. 11. It is stipulated and agreed by the Society that said organization, through its directors, utilizes and manages property owned by the public; and that said organi- zation depends in part on public funds for financing of its operations. In recognition of this public trust, the Society hereby expressly agrees to exercise appropriate care, prudence and diligence in the selection of members and the election of directors for the purpose of assuring broad representation of the community interest, and to act always in accordance with community goals and in the highest public interest. Further, the Society hereby expressly agrees to supply the names of those persons selected as Board of Directors for filing as a public record. Such directors shall faithfully and diligently exercise such authority as herein conferred in conformity with the provisions of this agreement and with the terms and provisions of any contract now or to be in effect between the City and the Society. -4- 7203 12. The Board of Directors of the Society hereby expressly agrees to conform in principle and, where applicable, with the procedures adopted by the City Council in the conduct of its meetings, and the directors shall adopt appropriate and reasonable regulations to this end. 13. The Society shall file a true and correct copy of its corporate charter, with amendments, if any, and an accurate and complete copy of its by-laws and any amend- ments thereto, with the Director of Parks and Recreation to be maintained as a public record available for inspection to any person upon request during normal business hours. In the event of subsequent amendments to said charter of by- laws, true and correct copies of the same shall be timely filed with the Director of Parks and Recreation. 14. In the event the City is of the opinion that the intent of this contract is being violated by Society or its employees, the Director of Parks and Recreation shall direct that such violations be corrected or abated, which order shall be obeyed by Society with the time specified therein, except that the Society may have a hearing before the City Manager if it files a prompt request therefore with the Director of Parks and Recreation. Society may, within a reasonable time, ask the City Council to review the subject matter of the controversy and the City Council in its discre- tion may pass on the matter or grant a hearing thereon. The decision of the City Council shall be final and binding and not subject to review by the courts. Failure or refusal of Society to comply with any such order of the Director of Parks and Recreation, if the same be not reversed by the City Council, shall authorize the cancellation of this agreement. -5- 7204 15. It is expressly agreed and understood by all parties hereto that the Society is an independent contractor in its relationship to the City of Baytown. Nothing herein contained at any time or in any manner shall be construed to effect an agreement of partnership or joining venture or render any party hereto the employer or master of any other party and/or its employees, agents or representatives. All necessary operating personnel shall be deemed employees of the Society. 16. The Society agrees to indemnify, and does hereby indemnify, hold harmless and defend, the City of Baytown, its agents, servants or employees, from and against any and all claims for damages or injuries to persons or property of whatsoever kind or character, whether real or asserted, arising out of or incident to the operation of this museum service. 17. The City Council reserves the right to cancel this contract in the event the services performed by Contractor hereunder are unsatisfactory in the judgment of the City Council, and further for the violation of any provision hereof. Cancellation for cause may be ordered by the City Council at any time during the life of the contract. 18. (a) City hereby leases to Society the following described articles: Seven (7) lighted, glass enclosed, walnut grained wood and tubular chrome framed table display cases; and Nine (9) lighted, glass enclosed, walnut grained wood and tubular chrome frame wall display cases, for the period of one year ending January 1, 1978, unless otherwise terminated by mutual consent. IM 7206 (b) Society shall be responsible for moving at its own expense the articles from the present location. (c) It is understood that the Society shall have option to request the extension of this lease provision of this contract, for periods of one year each. For each extension the Society shall pay to the City a rent of ONE ($1) DOLLAR a year. (d) Society shall keep and maintain the articles described in good state of condition, and shall maintain adequate insurance on the leased articles. (e) Society shall not cause or suffer any article to be affixed to the building in such a way that they become fixtures. (f) Society shall not during said term remove the articles from the building or allow them out of its possession, except with written consent of City. (g) Upon termination of this lease provision, Society shall at its own expense return the leased articles to the Community Service Building of the City, or such other place within the City as may be determined by the Director of Parks and Recreation. Further, the City shall be at liberty to enter and remove all articles, and for that purpose do all things necessary for removal without liability for damages and without prejudice to the rights of the City. 1976. EXECUTED this the day of , -7- CITY OF BAYTOWN FRITZ LANHAM, City Manager ATTEST: EILEEN P. HALL, City Clerk APPROVED: NEEL RICHARDSON, City Attorney BAY AREA HERITAGE SOCIETY .ATTEST: Secretary m President Im 7207