Ordinance No. 4,57961113-7
ORDINANCE NO. 4579
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; 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 the 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: This ordinance shall take effect immediately
from and after its passage by the City Council of the City of
Baytown.
INTRODUCED, READ
City Council of the
November, 1986.
and PASSED by the affirmative vote of the
City of Baytown, this the 13th day of
d�
E METT O. HUTTO, Mayor
ATTEST:
EILEEN P. HALL, City Clerk
RANDALL B. STRONG, Cit torney
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THE STATE OF TEXAS §
§ AGREEMENT
OO NTY OF HA%R I S §
THIS AGREEMENT is between the CITY OF BAYTCMN, a municipal
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 T N E S S E T H:
WI- IEREAS, the Society has been organized in the public
interest of the City of Baytown to promote and faster the
heritage of the City of Raytown, and the Greater Raytown Area;
and
WHEREAS, the City Council of the City of Raytown has
determined that it is in the public interest that the heritage of
the City of Baytown be developed, presented, preserved 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 Raytown; 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,
Fq%M ALL NEN BY THESE PRESENTS:
1. That the City agrees to provide to the Flay Area Heritage
Society the use of the premises located at 220 West Defee,
Baytown, Harris County, Texas, and described more particularly as
follows:
Lots 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18,
19, and the West five feet (51) of Lot 20, Block 9,
Goose Creek Townsite, also known as Pruett First
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Addition, Harris County, Texas, being the building
commonly known as the old Post Office, constructed in
1936, excluding the Federal Building, constructed in
1960, and including the grounds immediately adjacent to
the South and West of the old Post Office Buildinq. The
demised premises are depicted and marked with
cross - hatching on a plat of the building contained in
Exhibit "A" attached hereto and made a part hereof by
reference,
for the continuing development., organization, supervision, and
manaqement of the museum and museum programs for a twenty -five
(25) year period beoinninq November 15, 1986. The above described
property shall be leased to the Society under the terms and
conditions of a lease between the City of Baytown and the Bay
Area Heritaqe Society entered into on the date of this agreement.
A copy of said lease agreement is attached hereto as Exhibit "B"
and made a part hereof for all intents and purposes.
2. That the Society for and in the consideration of the use
of the above - described premises 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
operatinq adequate facilities, and the performance of all other
acts necessary to insure a successful operation of such civic
enterprise.
3. Society agrees that it will make all reasonable efforts
to employ a professional curator to staff the museum on a part
time basis.
4. Society covenants and agrees that it will keep the
museum open to the public for a minimum averaqe of 2n hours a
week, and on such other occasions as public demand may justify.
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5. The Society shall operate the museum free of charge.
This provision shall not be construed, however, to prohibit the
Society from sot icitinq donations, dues or other funds from any
person or from sponsorinq fund - raising events.
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 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, includinq 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.
8. Society agrees that it will submit to the City Council a
written annual report. The report shall show participation,
programs, number of tours, special exhibits, and year's
activities.
9. Society agrees to furnish the City with a copy of its
1987 budget.
10. 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
limits of Five Hundred Thousand and No /100 ($500,000.00) Dollars
combined single limit.
11. 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
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claims far 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.
12. 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
he 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.
13. 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 corrmunity 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 diliqently 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.
14. 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.
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1 5 . 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. Tn 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.
16. 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 Manaqer 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 suhject matter of the controversy and the
City Council in its discretion may pass on the matter or grant a
hearino thereon. The decision of the City Council shall be final
and hinding 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.
17. 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. Nothinq 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 •ecessary operating
personnel shall be deemed employees of the Society.
18. 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
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further for the violation of any provision hereof. Cancellation
for cause may be ordered by the City Council at anytime durinq
the life of the contract.
EXECUTED this the day of
flu-051p
I
ATTEST:
EILEEN P. HALL, City Clerk
ATTEST:
Secretary
CITY OF BAYTOHIAV
FRITZ LAN W, City Manaqer
BAY AREA HERITAGE SOCIETY
President
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TF-E STATE OF TEXAS §
§ L E A S E
CQNTY OF HARR 15 §
This lease is made and executed in duplicate by and between
the City of Raytown, a municipal corporation, of Raytown, Harris
County, State of Texas, herein called Lessor, and the Bay Area
Heritane Society of Raytown, Harris County, State of Texas,
herein called Lessee.
Section i
Description of Premises
Lessor leases to Lessee, and Lessee hires from Lessor, as
herein provided, the premises located at 220 W. Defee, City of
Raytown, County of Harris, State of Texas, and described more
particularly as follows:
Lots 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18,
19 and the West five feet (5') of Lot 20, Block 9,
Goose Creek Townsite, also known as Pruett First
Addition, Harris County, Texas, beinq the building
commonly known as the old Post Office, constructed in
1936, excluding the Federal Building, constructed in
1960, and including the grounds irrmediately adjacent to
the South and West old Post Office Ruildinq. The
demised premises are depicted and marked with
cross- hatchinq on the plat of the buildinq contained in
Fxhihit "A" attached hereto and made a part hereof by
reference.
Section 11
Term
The term of this lease is twenty -five (25) years, beginninq
this 15th day of November, 1986.
1
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As compensation for
in this Agreement, Lessee
the citizens of Baytown
contract between the City
Society entered into on
said contract is attached
hereof for all intents anc
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Section III
Compensation
use of the leased premises as provided
aarees to provide museum services to
under the terms and conditions of a
of Baytown and the Bay Area Heritage
the date of this agreement. A copy of
hereto as Exhibit "B" and made a part
purposes.
Section IV
Use of Premises
The premises are leased to be used as a historical museum,
or for functions sponsored by Lessee. Lessee agrees to restrict
its use to such purposes, and not to use, or permit the use of,
the premises for any other purpose without first obtaining the
consent in writino of Lessor, or of Lessor's authorized agent.
Section V
Prohibition Against. Activities
increasinq Fire Insurance Rates
Lessee agrees not to use the premises in any manner, even if
its use is for the purposes for which the premises are leased,
that will increase risks covered by insurance on the building
where the premises are located, so as to increase the rate of
insurance on the premises, or to cause cancellation of any
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insurance policy coverinq the building. Lessee further agrees
not to keep on the premises, or permit to he kept, used, or sold
thereon, anythinq prohibited by the policy of fire insurance
covering the premises. Lessee agrees to comply, at its own
expense, with all requirements of insurers necessary to keep in
force the fire and public IiahiIity insurance coverinq the
premises and building.
Section Vi
Prohibition aqainst Waste, Nuisance, or Unlawful Use
Lessee shall not cosrrni t, or allow to be committed, any waste
on the premises, create or allow any nuisance to exist on the
premises, or use or allow the premises to he used for an unlawful
purpose.
Section VII
Payment of Utilities
Lessee hereby agrees to pay for telephone services furnished
the premises for the term of the lease. Lessee shall pay, as
additional rentals, a portion of the electrical, natural gas, and
water charges. Such portion of expenses shall be determined on a
pro -rata basis of the square footage of the interior floor area
of the leased premises as it relates to the total square footage
of the Post Office - Federal Buildinq Complex located at 2217 West
Defee, Baytown, Harris County, Texas.
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Section VIII
Premises To Be Made Accessible
To Wheelchair- handicapped Persons
Lessee aqrees to comply with all applicable statutes,
ordinances and requlations affecting access by handicapped
persons.
Section TX
Repairs and Maintenance
Lessee, at its expense, shall maintain and keep the
Premises, including without limitation, windows, doors,
skylights, storefront, interior walls, building roof and exterior
wails in qood repair. Lessor shall maintain the boiler located
within the premises. If Lessee fails to effect repairs and
maintenance that are Lessee's responsibilities, upon fifteen (15)
days notice of such failure, Lessor reserves the riqht to enter
the premises and perform such repairs or maintenance, at Lessor's
expense. Lessee shall maintain the Iawn and shrubbery on the
premises North, South and West of the Post Office Building.
Section X
Delivery, Acceptance and Surrender of Premises
Lessee has inspected the premises and accepts the premises
in the present state of condition and repair. Lessee agrees to
surrender the premises to the Lessor at the end of the lease
term, if the lease is not renewed, in the same condition as when
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it took possession, allowinq for reasonable use and wear, damage
by acts of God, including fire and storms, and alterations made
with prior written consent of Lessor. As a prerequisite for
approval of any alterations to the demised premises, detailed
plans shall be prepared and submitted to the Lessor for its
review. All improvements made to the premises shall become a
part of the premises and title shall pass to the Lessor upon
completion of the improvements. Lessee agrees to remove all
business signs or symbols placed on the premises by Lessee, and
may remove all fixtures placed on the premises by Lessee, before
redelivery of the premises to Lessor, and to restore the portion
of the premises on which they were placed in the same condition
as before their placement.
Section X1
Partial Destruction of Premises
Partial destruction of the leased premises shall not render
this lease void or voidable, or terminate it except as herein
provided.
If the .premises are partially destroyed during the term of
this lease, Lessor shall repair them, when such repairs can be
made in conformity with local, state, and federal laws and
reputations, within 180 days of the partial destruction. If the
repairs cannot be so made in 180 days, and if Lessor does not
elect to make them within a reasonable time, either party hereto
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has the option to terminate this tease. If the building in which
the leased premises are located is more than one -third destroyed,
Lessor may at its option terminate the lease, whether the
premises are injured or not.
Section X![
Lessor's Right To Inspect, Repair, and Maintain Premises
Lessor reserves the right to enter the premises at
reasonable times to inspect them, to perform required repair, or
to make additions or alterations to any part of the building in
which the premises leased are located, and Lessee agrees to
permit Lessor to do so. Lessor may, in connection with such
alterations, additions, or repairs, erect scaffold'inq, fences,
and similar structures, post relevant notices, and place moveable
eouipment without any ohlieation to Lessee, and without incurring
liability to Lessee for disturbance of quiet enjoyment of the
premises, or loss of occupation thereof.
Lessee will provide Lessor with reasonable access to a key
to the premises. Such access may be by providing Lessor with
name, address or telephone number of persons possessing such key
and available to respond to Lessor's reasonable need of entry.
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Section XIII
Posting of Signs, Awninqs, or Marquees by Lessee
Lessee agrees that it wilt not construct or place, or permit
to be constructed or placed, signs, awnings, marquees, or other
structures pr)jectina from the exterior of the premises without
Lessor's written consent. Lessee further agrees to remove signs,
displays, advertisements or decorations he has placed, or
permitted to be placed, on the premises, which, in Lessor's
opinion, are offensive or otherwise objectionable. if Lessee
fails to remove such signs, displays, advertisements, or
decorations within 15 days after receiving written notice from
Lessor to remove the same, Lessor reserves the right to enter the
premises and remove them, at Lessee's expense.
Section XIV
Liability Insurance
Lessee agrees to procure and maintain in force during the
term of this lease and any extension thereof, at its expense,
general liability insurance, with a company and through a broker
approved by Lessor, adeouate to protect 1gainst liability for
damaqe claims through public use of or arising out of accidents
occurring in or around the leased premises, in a minimum amount
of Five Hundred Thousand and No /100 ($500,000.00) Dollars
combined single limit. Such insurance policies shall provide
coverage for Lessor's contingent liability on such claims or
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losses. The policies shall be delivered to Lessor for keeping.
Lessee agrees to obtain a written obligation from the insurers to
notify Lessor in writing at least ninety (90) days prior to
cancellation or refusal to renew any such policies. Lessee agrees
that, if such insurance policies are not kept in force during the
entire term of this lease and any extension thereof, Lessor may
procure the necessary insurance, pay the premium therefor, and
that such premium shall be repaid to Lessor as additional rent
followinv the date on which such premiums are paid.
Section XV
Assignment or Sublease
Lessee agrees not to assign or sublease the premises leased,
any part thereof, or any right or privilege connected therewith,
or to allow any other person, except Lessee's agents and
employees, to occupy the premises or any part thereof, without
first obtaining Lessor's written consent. One consent by Lessor
shall not be a consent to a suhsequent assignment, sublease, or
occupation by other persons. Lessee's unauthorized assignment,
sublease, or license to occupy shall be void, and shall terminate
the lease at Lessor's option. Lessee's interest in this lease is
not assignable by operation of law, nor is any assignment of its
interest therein, without Lessor's written consent.
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Section XVI
Parkinq
Lessee shall have the exclusive use of ten (10) parkinq
spaces along the West and South portion of the parkinq lot in the
rear of the premises. Said parkinq spaces may be marked by the
Lessee.
Section XVII
Mural
Lessee understands and agrees that the mural entitled "Texas
Proqress" by artist Barse Miller is the property of the U. S.
Postal Service and that an agreement exists between Lessor and
said owner that affects the ownership, possession, location and
care of said mural. Lessee covenants and agrees to abide by the
terms and conditions of said agreement, a copy of which is
attached hereto and marked as Exhihit "C" and made a part hereof
for all purposes, and Lessee agrees to indemnify and hold Lessor
harmless from any claim, loss or damane to said mural.
Section XVIII
Default of Lessee
Lessee's abandonment of the premises or default under the
terms of this lease shall work a forfeiture of Lessee's rights
under this lease and terminate this agreement, at Lessor's
option. All property and possessions of Lessee within the
premises at such time, shall become the property and possession
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of Lessor. This section shall not Preclude Lessor from continuing
this lease in force and effect and pursuing the remedies allowed
by law, upon Lessor's option not to terminate this lease.
Section XIX
Notices
Notices given pursuant to the provisions of this lease, or
necessary to carry out its provisions, shat he in writing, and
delivered personally to the person to whom the notice is to be
given, or mailed postage prepaid, addressed to such person.
Notice to Lessor shall be to the City Manager, P. O. Box 424,
Baytown, Texas 77522, or such other address as it may in writing
desionate to Lessee. Notices to Lessee may he addressed to
Lessee at the premises teased.
Section XX
Effects of Lessor's Waiver of Covenants
Lessor's waiver of preach of one convenant or condition of
this lease is not a waiver of breach of others, or of subsequent
breach of the one waived.
Section XXi
Binding Effect on Successors and ,Assigns
This lease and the covenants and conditions hereof apply to
and are binding on the successors, administrators, and assigns of
the parties hereto.
in
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SIGNED this the day of
1986.
ATTEST:
EILEEN P. HALL, City Clerk
PAT BLL1 DELL , Secretary
ENNETT O. HUTTO , Mayor
BAY AREA HERITAGE SOCIETY OF
BAYTOWV
RAY SWOFFO2D, President
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AGREEMENT BETWEEN
THE U.S. POSTAL SERVICE
AND
THE CITY OF BAYTOWN
WHEREAS THE U.S. Postal Service wishes to retain the
ownership of a mural entitled 'Texas Progress' by
artist, Barse Miller.
WHEREAS THE City of Baytown, Baytown, Texas, wishes to leave
said mural in the old post office and agrees to the
following conditions: (1) the mural shall remain
the property of the U.S. Postal Service; (2) the
mural shall be on loan to the city of Baytown and
exhibited in the old post, office, Baytown, Texas,
where normal care and protection can be provided by
the city of Baytown at no expense to the U.S. Postal
Service; (3) maintenance of the mural should include
c.leaning as necessary (National Collection of Fine
Arts. Smithsonian Institution, may be contacted for
advice and assistance by authority of an agreement
between the U.S. Postal Service and the Smithsonian
Institution dated October 10, 1975); and (4) the
mural shall not be removed from the location in the
old post office without prior written consent from
the U.S. Postal Service.
THEREFORE THE U.S. Postal Service agrees to loan, for an
unspecified and indefinite period of time, the mural
subject to the conditions of this agreement to the
city of Baytown.
Hate October
Witness r
Eileen P. Hall
City Clerk
By
E mmett 0. Hutto
Mayor of Baytown
For the U.S. Postal Service
Date By
Assistant Postmaster General
Engineering and Technical Support
Department
Approved as to form:
legi nal Counsel - Date
43876
EXHIBIT C