HomeMy WebLinkAboutResolution - 2014-R0251 - License Agreement - Eddie Dixon - Operate Art Center - 07/24/2014IRWISIM10141el
BE IT RESOLVED BY THE CITY COUNCIL OF TI 11`1 CITY OF LUBBOCK:
TI IAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock. a ten (10) year License
Agreement between the City of Lubbock and Eddie Dixon allowing Mr. Dixon to occupy,
maintain and operate an art center in the former fire station at 2201 Avenue X, with an
option to extend the License for an additional five (5) year term. Said License Agreement
is attached Hereto and incorporated in this Resolution as if fully set forth herein and shall
be included in the minutes of the Council.
Passed by the City Council this July 24 2014.
ATTEST:
Rebel -AU Garta, City Secretary
APPROVED AS TO CONTENT:
�ff&� �_
Wes Evere t Director of Facilities
APPROVED AS TO FO
�ni -Art-Cc n ter-Avc- X 6.2 014 . doc
GL V'/90Bl?*TSON, MAYOR
LICENSE AGREEMENT
THE STATE OF TEXAS
Contract # 11919
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF LUBBOCK §
This License Agreement (the "Agreement') is entered into on the 26th day of
June 2014 , between the City of Lubbock, Texas (the "City"), a Texas home rule
corporation, and Eddie Dixon (the "Artist").
RECITALS
WHEREAS, the City currently owns and operates the former fire station located at 2201
Avenue X, Lubbock, Texas, 79411 (the "Center"), and being located upon the lands described in
Exhibit "A", attached hereto ("the Lands');
WHEREAS, the City and Artist previously entered into a license agreement regarding the
Center dated October 23, 2003; (the "Prior License");
WHEREAS, the Artist desires to perform certain services and/or functions regarding art
sculpting and art display activities at the Center;
WHEREAS, it is the belief of the City and the Artist that the activities contemplated herein
will provide recreational and educational activities and opportunities to the youth of the City; and
WHEREAS, for the purposes of the promotion of recreational opportunities of the citizens of
the City, the City and the Artist now desire to enter into this Agreement.
ARTICLE I
Section 1.01. Term. The term of this Agreement shall be ten (10) years, beginning on the
date of the execution of this Agreement by City, and ending on the 10`h annual anniversary of such
date (the "Primary Term !% unless terminated sooner as provided in this Agreement.
For the consideration herein expressed, the Artist reserves and is hereby granted an option to
extend the term of this Agreement for one (1) additional term of five (5) years. The Artist may
exercise this option by providing notice to the City on or before ten (10) days before the expiration of
the Primary term. Either party may terminate this Agreement by giving ninety (90) days written
notice to the other party at the address shown in Section 5.2. Upon termination or expiration of this
Agreement, Artist shall vacate the Center and the Lands within ninety (90) days of said termination or
expiration. Any holding over by the Artist, except as provided otherwise in
this Agreement, shall not constitute a renewal of this Agreement, or provide Artist any rights
whatsoever under this Agreement and/or to the Center or Lands.
Section 1.02. Consideration. In consideration for the granting of this Agreement, Artist
shall conduct the activities as described in Section 2.01. In addition, Artist shall maintain the
building and ensure that it is kept secure from any and all unauthorized entry pursuant to Sections
2.05 and 2.09.
ARTICLE II
Section 2.01 Operations. Artist shall operate and maintain the Center as his workshop and
studio and to provide recreational and educational activities and opportunities to the citizens of the
City.
Section 2.02 Improvements. Artist shall make no alterations, modifications, or
improvements to the Center or to the Lands without the prior written consent of the City. In the
event any such modification, alteration, or improvement is approved by City, as provided herein,
such modification, alteration, or improvement shall become the property of the City upon the
termination of this Agreement.
Section 2.03. Ownership of Center. The Center, and any other buildings, improvements,
additions, alterations, modifications and fixtures constructed, placed, located and/or maintained, it'
any, on any part of the Lands during the term of this Agreement, are considered part of the real
property and shall remain on the Lands, and/or become property of the City, from and after the
termination of this Agreement.
Section 2.04. Access of Public. The Center and the Lands shall be open to the general
public, as described in Section 2.01, above, as designated by the Artist. The Artist shall not
permit any discrimination because of race, color, sex, religion, national origin, physical handicap
or disability.
Section 2.05.Utilities and Maintenance. The Artist shall be responsible for providing
and/or furnishing all utilities to the Center and shall bear any and all expenses regarding the
utilization of same in connection with the operation of the Center, as set forth herein.
Except as provided herein, the Artist shall make all necessary repairs and replacements to
the Center, of any type or nature, and perform all routine minor maintenance of the Center. The
City shall provide maintenance I'or the major structural, plumbing, electrical and mechanical
issues. For purposes of this agreement, "major structural, plumbing, electrical and mechanical
issues" shall mean any such repair that shall cost in the cumulative over $Five Hundred and
No/] 00 Dollars ($500.00) to complete. The Artist shall perform maintenance of all other systems
not expressly the responsibility of the City, as provided herein.
Section 2.06. Prohibition on Encumbrance. The Artist shall not encumber the License
granted herein, the Lands, and/or the Center, in any way. manner or form.
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Further, the Artist shall not cause or permit any mechanic's liens or any other liens to be
filed against the License granted herein, the Lands, and/or the Center or other improvements by
reason of any work, labor, services, or materials supplied and/or performed or claimed to have
been supplied and/or performed to, by or for the Artist or any contractors or subcontractors of the
Artist.
Section 2.07. Right of Entry - City. The City shall have the right of entry, in, on, under,
over, and/or across the bands, at any and all times, and for any and all purposes. The City shall
have the right of entry upon and in the Center, upon reasonable notice to Artist.
Section 2.08. Maintenance. At all times during the term of this Agreement, the Artist shall
keep or cause to be kept the Center and the Lands, including the parking facilities, in a good state
of appearance, and of sufficient cleanliness and organization to be utilized for the purposes
described herein, as determined by the City, in its sole discretion. Further, the Artist shall take
each and every action necessary to prevent the deterioration and/or destruction, of any kind or
type, to the Center, ordinary wear and tear excepted.
Section 2.09. Security. The Artist shall take any and all actions necessary to protect the
improvements and persons who enter upon the Center and/or Lands. The Artist shall inspect, on
as frequent a basis as necessary, the Center and the Lands to identify and remedy all premise
defects upon the Center and/or Lands. In the event the City possesses the obligation to perform
maintenance in the area upon which the premise defect is discovered by the Artist, the Artist shall
notify the City of such premise defect in writing, no later than twenty-four (24) hours after such
discovery.
ARTICLE III
Section 3.01. Indemnity and Release. THE ARTIST SHALL, INDEMNIFY AND HOLD
HARMLESS, TO '1'1If: I-'ULLI S'I' EXTENT PROVIDED BY LAW, THE CITY, AND T14E
CITY'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND AGENTS,
FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS OR LIABILITIES, OF
ANY KIND OR NATURE, WHICH ARISI? DIRT'C'TI,Y OR INDIREC`T'LY, OR ARE RELATED
TO. IN ANY WAY, MANNER OR FORM, THE' ACTIVITIES CONTEMPLATED
I IERP,UNDE.R. THE OMISSION OF THE ACTIVITIES CONTEMPLATED HEREUNDER, OR
TI IF AIZT1ST'S OCCUPATION OF '1'l ll: CANTER AND/OR LANDS, INCLUDING, BUfNOT
I.IMITE'D 'fO, LOSSI.:S, DAMAGES, CLAIMS OR I,IABILI'1'IES ARISING FROM OR
RELATED TO, IN ANY WAY, MANNER OR FORM, THE ACT OR OMISSION OF-1.1-IIRD
PARTIES AND/OR CAUSED OR CONTRIBUTED 'f0 THE NEGLIGENCE OR FAUI;1' OF
ANY KIND, TYPE, OR DEGRE-E OF CITY, 1"1'S RESPECTIVE OFFICERS, EMPLOYEE'S,
ELECTED OFFICIALS, AND/OR AGENTS.
ARTIST FURTHER COVENANTS AND AGRI I S TO DL' -FEND ANY SUITS OR
ADMINISTRATIVE PROCEEDINGS BROUGHT AGAINST THE CITY AND/OR THE CITY'S
RESPECTIVE OFFICERS, 1?MPI.OYEI.S, ELECTED OFFICIALS, AND/OR AGENTS ON
ACCOUNT OF ANY SUCH CLAIM, AND TO PAY OR DISCHARGE THE FULL AMOUNT
Olt OBLIGATION OF ANY SUCH CLAIM INCURRED BY, OCCURRING TO, OR IMPOSED
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Section 4.01. Default. An Event of Default (herein so called) shall exist if any one or more
of the following events occur:
(a) The Artist shall default, in any way, manner or form, in the performance of
any of the covenants, provisions and/or terns if this Agreement;
(b) The Artist shall (i) apply for or consent to the appointment of a receiver,
custodian. trustee, intervener, or liquidator of himself or of all or a substantial part of his
assets. (ii) voluntarily become the subject of a bankruptcy, reorganization or insolvency
proceeding or be insolvent or admit in writing that he is unable to pay his debts as they
become due, (iii) file a petition or answer seeking reorganization or an arrangement with
creditor or to take advantage of any bankruptcy or insolvency laws, (iv) become the subject
of an order for relief under any bankruptcy, reorganization or insolvency proceedings, or (v)
fail to pay any money judgment against him before the expiration of thirty (30) days after
such judgment becomes final.
Section 4.02. Remedies upon Event of Default. If an Event of Default shall have
occurred and be continuing, then the City may (i) declare this Agreement, and all rights and
interests created by it, terminated; and (ii) pursue and enforce any rights of the City as
provided under or pursuant to any applicable law or this Agreement.
In the event the City elects to terminate this Agreement as provided herein, this
Agreement shall cease as if the day of the City's election to terminate was the day originally
fixed in this Agreement for its expiration.
The remedies provided to the City by law, equity, this Agreement or otherwise, re
cumulative, to the extent allowed by law. The exercise by the City of the remedies provided
herein shall not constitute an election of remedies, and the City, irrespective of its exercise
of remedies as provided herein, or a portion hereof. shall be entitled to exercise,
concurrently or otherwise, any and all remedies available to it by law, equity, this
Agreement or otherwise.
ARTICLE; V
Section 5.01. No Waiver. No failure to exercise, and no delay in the exercise on the part of
the City, of any right hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise of any other right.
The rights of the City hereunder shall be in addition to all other rights provided by law.
Section 5.02. Notice. Any notice required or permitted to be given herein must be given in
writing and must be personally delivered, delivered by telephonic facsimile, or mailed by prepaid
certified or registered mail to the party to whom such notice or communication is directed at the
address of such party as follows:
City: Artist:
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Wesley Everett, or Successor Name: Eddie Dixon
Director of Facilities Mailing Address: 7806 I-27
P.U. Box 2000 Lubbock, Texas 79404
Lubbock, Texas 79457 Telephone: (806) 787-1821
Facsimile: (806) 775-3267 Facsimile: (806) 762-5002
With copy to:
Sid Beach, or Successor
Maintenance Supervisor
P.O. Box 2000
Lubbock, Texas 79457
Telephone: (806) 775-2276
Facsimile: (806) 775-3267
Any such notice or other communication shall deemed to have been given (whether actually
received or not) on the date it is personally delivered or delivered by telephonic facsimile, or, if
mailed, on the third day after it is mailed as aforesaid. Any party may change its or his address for
purposes of this Agreement by giving notice of such change to all other parties pursuant to this
Section 5.02.
Section 5.03. Assignment. 'The Artist shall not assign this Agreement, the Center, the
Lands, or any rights granted by this Agreement. Any attempt to assign this Agreement, the Center,
the Lands, or any rights granted by this Agreement, shall terminate this Agreement.
Section 5.04. Com. Unless otherwise provided herein or required by law and/or local
ordinance, charter or code, any action required or permitted to be taken by "the City", shall be
taken by the City Manager of the City of Lubbock or any party designated by him or her.
Section 5.05. Relationship of Parties. The relationship between the City and the Artist shall
not be deemed, in any event, a partnership or a joint venture.
Section 5.06. Compliance with Applicable Law. The Artist shall comply with all
applicable federal, state and local rules, regulations, statutes, laws and ordinances governing, in any
way, manner or form the activities contemplated herein, the operation of the Center, and/or any
other aspect of the activities described in or contemplated by this Agreement.
Section 5.07. Time orthe Essence. Time is ofthe essence of this Agreement.
Section 5.08. 'Texas Law/Venue. This Agreement is to be construed under Texas law and
applicable Federal laws, without regard to conflict of law rules that would direct application of the
laws of any other jurisdiction, and all obligations of the parties created by this Agreement are
performable in Lubbock County, Texas.
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Section 5.09. Partial Invalidity. If any one or more of' the provisions contained in this
Agreement are for any reason held to be invalid, illegal, or unenforceable in any respect, the
invalidity, illegality, or unenforceability will not affect any other provision of this Agrcenient.
which shall be construed as if it had not included the invalid, illegal or unenforceable provision.
Section 5.10, Agreements Superseded. This Agreement constitutes the parties' sole
agreement and supersedes any prior understandings or written or oral agreement between the
parties with respect to the subject matter hereof.
Section 5.11. Amendment. No amendment, modification, or alteration of this Agreement is
binding, unless in writing, dated subsequent to the date of this Agrcement, and duly executed by the
parties.
Section 5.12. Attorney's Pees. It'. as a result of either party's breaching this Agreement, the
other party employs or uses an attorney or attorneys to enforce its rights under this Agreement, then
the breaching party shall pay the other party the reasonable attorney's fees and costs incurred to
enforce this Agreement.
Section 5.13. Exhibits. The exhibits which arc referenced, and attached to this Agreement.
are incorporated in and made a part of this Agreement for all purposes.
Section 5.14. Captions. Section captions are for convenience only and shall in no way
affect the interpretation of this Agreement.
Section 5.15. License Agrcement. The intent or this Agreement is to grant a license to the
Artist to utilize the Lands and Center solely for the purposes described herein. This Agreement
shall not be construed, in any way, manner or form, as a lease of the Lands or Center or as
conveying to the Artist any interest in the real property comprising the Lands.
CITY OF LUBBOCK:
GVIFES�l
ROk31:RTSON, MAYOR
A
Rchecc Garza:Ciry Sec_ tart'
APPROVED AS 10 CONTENT:
na nsT:
P.DDII'. DIXON
(L0-_cvc -
Weslcy Everet Director of Facilities
APPROVED AS 10 FORM:
EXHIBIT "A"
The South thirty (30) feet of Lots "I'cn (10), l:ilcvcn (11), and 'Twelve (12) and all of Lots
Thirteen (13), Fourteen (14), and Iifteen ( 15), 13 lock Fifty -Seven (57), McCrummens
Second Addition to the City of Lubbock, Lubbock County, Texas.
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