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Ordinance No. 4,41660327 -10 ORDINANCE NO. 4416 AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A CONTRACT WITH BAY AREA HERITAGE SOCIETY WITH REGARD TO THE SUPERVISION AND MANAGEMENT OF A MUSEUM AND MUSEUM PROGRAM; AUTHORIZING PAYMENT BY THE CITY OF FOURTEEN THOUSAND EIGHTY AND NO /100 ($14,0$0.00) DOLLARS; 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 approves a contract with Bay Area Heritage Society and authorizes the City Manager and City Clerk of the City of Baytown to execute and attest to said contract with regard to the supervision and management of a museum and museum program. A copy of said contract is attached hereto, marked Exhibit "A ", and made a part hereof for all intents and purposes. Section 2: The City Council hereby authorizes payment of FOURTEEN THOUSAND EIGHTY AND NO /100 ($14,080.00) DOLLARS to Bay Area Heritage Society with regard to the supervision and management of a museum and museum program. Section 3: This ordinance shall take effect immediately 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 the 27th day of March, 1986. AnT i ATTEST: J EILEEN P. HALL, Clity Clerk APPROVED: RANDALL B. STRONG, Cit ttorney 60327 -10a THE STATE OF TEXAS § § AGREENENT COLNTY OF HARRIS § THIS; AGREENENT i s between t h e CITY OF BAYTOWN , a m u n i c i p a l corporation of Harris County, Texas, hereinafter called "City" and BAY AREA HERITAGE SOCIETY, a non- profit corporation of Harris County, Texas, hereinafter called "Society." W I THE S S E TH: 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, 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, K4M ALL WEN BY THESE PRESENTS: 1. That the City agrees to pay to the Bay Area Heritage Society the sum of FOURTEEN THOUSAND EIGHTY AND NO /100 ($14,1780.00) DOLLARS for service to be rendered in the continuing development, organization, supervision, and management of the museum and museum programs for a one year period from October 1, 1985, to September 30, 1986. Payment shall be made quarterly in 1 60327 -10b the amount of THREE THOUSAND FIVE HUNDRED TWENTY AND NO /100 ($3,520.00) DOLLARS per quarter. Payments shall be made on December 31st, March 31st, June 30th, and September 30th. 2. That the Society for and in the consideration of the sum of FOURTEEN THOUSAND EIGHTY AND NO/100 ($14,080.00) 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 successful operation of such civic enterprise. 3. In no event will the City of Baytown pay more than FOURTEEN THOUSAND EIGHTY AND N0/100 ($14,080.00) DOLLARS toward the successful operation of such museum and museum programs. 4. Society covenants and agrees that it will hire a professional curator to staff the museum on a part time basis. 5. Society covenants and agrees that 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. 6. 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 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. 7. All money collected by the Society, and at 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. 2 60327 -10c 8. Accurate records of all receipts and disbursements shall be kept by the Society and all accounts may be audited by the Finance Director of the City of Baytown. The Society will disclose in these records that amount of funds that it raised from whatever sources, including the sums derived from anonymous donations, private contributions, admission fees, and 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. 9. Society agrees that it will submit to the City Council a written annual report. The report shall show participation, pragrams, number of tours, special exhibits, and year's activities. The report shall be submitted prior to the receipt of the final quarterly payment. 10. Society agrees to furnish the City with a copy of its 1986 budget. 11. Society agrees to carry Public Liability and Property Damage Insurance covering its operations and agrees to furnish the City, upon request, proof of minimum liability coverage of Iimits of Five Hundred Thousand and No /100 ($500,000.00) Dollars combined single limit. 12. 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. 13. 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 3 60327 -10d 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. 14. 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 organization 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 provision of this agreement and with the terms and provisions of any contract now or to be in effect between the City and the Society. 15. 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 meeting, and the directors shall adopt appropriate and reasonable regulations to this end. 16. 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 bylaws and any amendments 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 bylaws, true and correct copies of the same shall be timely filed with the Director of Parks and Recreation. 4 60327 -10e 17. 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 within 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 discretion 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. 18. 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 anytime or in any manner shall be construed to effect an agreement of partnership or joint 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. 19. The City Council reserves the right to cancel this contract in the event the services performed by Society 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 anytime during the life of the contract. EXECUTED this the day of , 1986. CITY OF BAYTOWV FRITZ LAND M, City Manager 5 60327 -10f ATTEST: EILEEN P. HALL, City Clerk BAY AREA HERITAGE SOCIETY resjaen ATTEST: Secretary