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HomeMy WebLinkAboutResolution - 2005-R0458 - License Agreement - Civic Lubbock Inc. - 09/21/2005Resolution No. 2005-80458 September 21, 2005 Item 27 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT 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 License Agreement with Civic Lubbock, Inc., and any associated documents. 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 2151 d ATTEST: Rebecca Garza, City Secreta APPR D AS TO C ENT: Freddy Chavgl, Civic Services Director APPROVED AS TO FORM: Linda L. Chamales, Senior Attorney Office Practice Section City Att / Linda Res -Civic Lubbock License Agreement September 14, 2005 nf)h rn A r% -r- n in 000-6333 LICENSE AGREEMENT THE STATE OF TEXAS COUNTY OF LUBBOCK Resolution No. 2005-80458 This agreement is entered into on the 21st day ofseptembQ2-005, by and between the City of Lubbock, a home rule municipal corporation (hereinafter called "City") and Civic Lubbock, Inc., a Texas non-profit corporation (hereinafter called "Corporation". WITNESSETH WHEREAS, the City and the Corporation did heretofore on the 23`d day of October, 2003, enter into an Agreement wherein the City granted to Corporation a license for the use of the Auditorium/Coliseum and the Lubbock Memorial Civic Center, and WHEREAS, it is the desire of the City and Corporation to enter into a new Agreement establishing the relationship between the City and the Corporation; NOW THEREFORE:. BE IT RESOLVED BY THE CITY AND THE CORPORATION AS FOLLOWS: 1. This agreement supercedes and takes theSlace of the Agreement entered into by and between the City and Corporation on the 23 day of October, 2003, including all amendments thereto, and any and all prior agreements between the City and the Corporation; and upon execution this Agreement shall establish and govern the relationship between the City and Corporation. 2. In consideration of the Corporation's service to the community in the enhancement of public art and the Corporation's commitment to its cultural and educational programs, the City hereby grants to Corporation a license for all food, beverage and other concession sales in or surrounding the Lubbock Municipal Auditorium/Coliseum, Lubbock Memorial Civic Center, Buddy Holly Center, Silent Wings Museum and other designated municipal facilities as mutually determined by the City and Corporation. The City also grants to Corporation all commissions collected from catering fees collected at the Lubbock Memorial Civic Center and all merchandise fees collected at the Lubbock Memorial Civic Center and Lubbock Municipal Auditorium/Coliseum. 3. Corporation agrees that for and in consideration of such license, herein granted, that Corporation shall pay: a) City a commission of five percent (5 %) of food and soft drink adjusted gross sales at the Lubbock Municipal Auditorium/Coliseum and Lubbock Memorial Civic Center and other mutually determined municipal facilities for the term of this agreement. The food and soft drink concession sales commission shall be paid by Corporation to the City on a quarterly basis with the first such payment being due on the 10th day of January in each fiscal year, and a similar payment on the 10th day after each succeeding quarter during the term of this Agreement. b) City a commission of five percent (5 %) of alcoholic beverages gross sales at the Lubbock Municipal Auditorium/Coliseum and Lubbock Memorial Civic Center and other mutually determined municipal facilities for the term of this agreement. This commission shall be paid by Corporation to the City on a quarterly basis with the first such payment being due on the 10th day of January in each fiscal year, and a similar payment on the 10th day after each succeeding quarter during the term of this Agreement. 4. As additional consideration for this license, the Corporation agrees to abide by the exclusive beverage agreement between the City of Lubbock and Southwest Coca-Cola Bottling Company, dated August 26, 1999, in regard to the sale, dispensing, serving sampling of beverages through their concession operation for the term of that agreement, a copy of which is attached hereto. Corporation also agrees to purchase beverage products from Southwest Coca-Cola Bottling Company for and to provide service to any beverage vending machines located at the Municipal Auditorium/Coliseum and the Lubbock Memorial Civic Center. The Corporation may retain all revenues from such vending machines. City agrees that Corporation will have the appropriate signage on the System provided by Southwest Coca-Cola Bottling Company for the Municipal Coliseum. Video messages, produced by Corporation, may also be run on the System when System is being utilized for events. 5. Corporation agrees to pay all operational expenses associated with such concession rights or sales, including, but not limited to, all salaries of full or part-time staff employees engaged in such sales. The exception will be with regards to the salary and benefits related to the Food and Beverage Coordinator, whereas the Corporation will only pay for seventy-five percent (75%) of that amount. Routine maintenance of all concession areas included in this license shall not be considered an operational expense and shall be borne by the City at no cost to the Corporation. In addition, the City agrees to employ such full-time staff as may be necessary and appropriate to assist the Corporation in carrying out the duties and responsibilities of the concessions and accounting functions of the Corporation. Salaries and benefits of such employees shall be reimbursed to the City by the Corporation on a quarterly basis. b. In consideration of Corporation's desire to expand its programs and in addition to the license heretofore granted, the City does hereby further grant to Corporation a license to operate and manage all box office operations reasonably N necessary for events scheduled by the City in the Lubbock Memorial Civic Center, Lubbock Municipal Auditorium/Coliseum and in other mutually agreed venues. This license authorizes the Corporation to undertake ticket sales for events scheduled by the City in its facilities, utilize the box office areas within the Municipal Auditorium/Coliseum and Lubbock Memorial Civic Center, establish charges for ticketing services in City facilities and other venues in the community which may request ticketing services for their scheduled events. 7. Corporation agrees to pay all operational expenses associated with such box office services, including, but not limited to, all salaries of full or part-time staff employees engaged in such sales. Routine maintenance of all box office areas included in this license shall not be considered an operational expense and shall be borne by the City at no cost to the Corporation. In addition, the City agrees to employ such full-time staff as may be necessary and appropriate to assist the Corporation in carrying out the duties and responsibilities of the box office and accounting functions of the Corporation. Such salaries and benefits of such employees shall be reimbursed to the City by the Corporation on a quarterly basis. 8. The Civic Lubbock, Inc. CLI Board shall have three standing sub- committees: 1) the Museum and Arts Standing Sub -Committee; 2) the Entertainment Task Force Standing Sub -Committee; and 3) the Cultural Arts Grant Review Standing Sub -Committee. Each sub -committee shall elect a chairperson and vice -chairperson, one of whom shall be chosen from the Directors on that committee. Public representatives for each committee shall be appointed by the City Council. The Museum and Arts Standing Sub -Committee shall be composed of four Directors and three representatives of the art community appointed by the City Council to serve three year terms or until their successors are appointed. Responsibilities of this committee include serving as an advisory board for the Silent Wings Museum and serving as an advisory board for the Buddy Holly Center. The President of the Civic Lubbock, Inc. Board of Directors or his designee shall serve as an ex officio member of this committee. The Entertainment Task Force Standing Sub -Committee shall be composed of three Directors and six representatives from the public appointed by the City Council to serve three year terms or until their successors are appointed. Responsibilities of this committee include developing recommendations for the full CLI Board to present to the City Council with regard to the development, organization, coordination and funding of events that would take advantage of the various talent and venues associated with the City of Lubbock's entertainment industry while working collectively with entertainment entities throughout the region that would have a positive impact on tourism within the City. The President of the Civic Lubbock, Inc. Board of Directors or his designee shall serve as an ex officio member of this committee. The Cultural Arts Grant Review Standing Sub -Committee shall be composed of three Directors plus two member at -large appointed by the City Council. This committee shall be responsible for developing the guidelines for the Cultural and Arts Grant Program funded by the Hotel Occupancy Tax, accepting applications, and making recommendations to full CLI Board to present to the City Council for grant recipients twice each year. The President of the Civic Lubbock, Inc. Board of Directors or his designee shall serve as an ex officio member of this committee. 9. At the Corporation's expense, Corporation agrees to conduct an annual audit of its book of accounts by an independent auditor and provide a copy of the final audit to the City each year during the term of this Agreement. The audit shall be completed no later than the 30`h day of December of each year this Agreement is in force. The copy shall be provided to the City within 60 days after completion. 10. If the audit presented by the Corporation to the City identifies a cash fund balance, after payment of the total considerations hereinabove mentioned and excluding all expenses incurred or encumbered, the Corporation is hereby authorized to retain such fund balance as follows: a. The first one hundred thousand dollars of such cash fund balance shall be retained by Corporation as a reserve fund for the performance of its obligations and duties herein set forth. b. Any fund balance remaining after the contribution to a reserve account as mentioned above is satisfied shall be placed in a reserve to fund activities relative to the purposes of the Corporation as stated in its Charter. 11. The Corporation hereby agrees to prepare and submit to the City a budget for the upcoming fiscal year beginning October 1 of each year. The Corporation shall prepare this budget on forms satisfactory to the City and shall present this budget to the City Council prior to the beginning of each fiscal year. 12. The Corporation agrees to use its best efforts to foster, promote, and present cultural and educational programs, attractions and entertainments for the general intellectual and physical improvement and welfare of the people of the City of Lubbock and the surrounding area which shall add to the quality of life of the citizens of the City of Lubbock in accordance with the Corporation's Charter. This will include, but is not limited to, sponsoring such programs, attractions, and entertainments and matters incidental hereto, including, but limited to the Walk of Fame and Terrace projects, development and implementation of a local grant program for events held in the Civic Center and Auditorium/Coliseum, sponsorship and co-sponsorship of national touring productions and events held in the Lubbock Memorial Civic Center and Municipal Auditorium/Coliseum and public art programs in or on property owned and operated by the City of Lubbock. 13. It is understood by both parties that Civic Lubbock, Inc. receives no direct or indirect monetary benefit from advertising or sponsorship revenues generated by the operation of the facilities or events scheduled in the facilities. It is also understood that II Civic Lubbock, Inc. has no right or authority to control, either directly or indirectly, any programming or booking decision at the Lubbock Memorial Civic Center and Lubbock Municipal Auditorium/Coliseum. These functions are handled and controlled by the City of Lubbock. It is also understood that Civic Lubbock, Inc. is not subject to the direction or control, either directly or indirectly, of the City of Lubbock as the facility owner and operator, event producer, or any upper tier member of the alcoholic beverage industry as to the quantities or brands of alcoholic beverage products purchased and/or sold by Civic Lubbock, Inc. 14. In consideration of the Corporation's services to be rendered pursuant to the Agreement, the City does hereby grant the Corporation the right to use any and all of the above mentioned or agreed upon City facilities for its business meetings. The Corporation, however, will be required to schedule its meetings at times that are mutually agreeable to both the City and the Corporation. 15. The term of this Agreement shall be for eight (S) years from the date of execution of this Agreement. After the initial eight (8) year term, this Agreement may be extended by mutual agreement of the parties expressed in writing upon a year-to-year basis. 16. In the event that this Agreement terminates at any time after the initial eight (8) year guaranteed term, then in such event the Corporation shall nevertheless be authorized to undertake and fulfill all existing obligations and contracts necessary and essential for the conclusion of the Corporation's business. The Corporation further agrees to cooperate with the City to insure an orderly transition of all services and facilities subject to this Agreement upon its termination. EXECUTED this 21st day of September , 2005. G CITY O Wei ATTES 1 (-.R I Rebecca Garza, City Secret APPROVED AS TO CONTENT: YA Freddy Ch ez, Civic Sei Director APPROVED AS TO FORM Linda L. Chamales, Senior Attorney Office Practice Section CDRR, CERTIFICATE OF LIABILITY INSURANCE R 09/1 6/2005) PRODUCER (806) 771-4368 FAX (806) 771-4382 Wi ndmark & Associates/Brenhol tz Insurance 5219 Cit Bank Parkway Ste 200 Y Y Lubbock, TX 79407 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC INSURED Civic Lubbock, Inc. 1501 6th Street Lubbock, TX 79401 INSURER United Fire INSURERB: Texas Mutual Insurance INSURER C St Paul Travelers INSURER D: INSURER In: rnVP0Ar_rC THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I TR DD' NSRGENERAL TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS Lubbock, TX 79453 LIABILITY 85305042 12/16/2004 12/16/2005 EACH OCCURRENCE S 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ 1()0,000 PREMISES Fa nrcurencel CLAIMS MADE [y] OCCUR MED EXP (Any one person) $ 5,000 A PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS • COMP/OP AGG $ 2,000,000 POLICY PRO- JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) BODILY INJURY $ ALL OWNED AUTOS SCHEDULED AUTOS (Per person) BODILY INJURY $ HIRED AUTOS NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S OTHER THAN EA ACC $ ANY AUTO AUTO ONLY: AGO $ EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ AGGREGATE $ OCCUR F] CLAIMS MADE I $ $ DEDUCTIBLE $ RETENTION $ WORKERS COMPENSATION AND TSF0001129358 11/06/2004 11/06/2005 WCSTATU' OTH- X I TORY I WITS ER E,L. EACH ACCIDENT $ 500,000 EMPLOYERS' LIABILITY B ANY PROPRIETORIPARTNERIEXECUTIVE E . DISEASE- EA EMPLOYEE S 500,000 OFF➢CERIMEMBER EXCLUDED? If yes, describe under SPECIAL PROVIS9ONS below E.L. DISEASE- POLICY LIMIT S S00,000 Dishonesty 103932432 11/16/2002 11/16/2005 $50,000 C �mployeeTHE DESCRIPTION OF OPERATIONS I LOCATIONS f VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS ertificate Holder as Additional Insured ATIMA; Waiver of Subrogation in favor of Certificate older r'C0T1r19'ATr unl nrD rANrrF1 I ATInAI ACORD 25 (2001/08) OACORD CORPORATION 1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, City of Lubbock BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY P. 0. BOX 2000 OF ANY KIND UPON THE INSUR , ITS AGENTS OR REP NTATIVES. AUTHORIZED REPRESENTATIVE Lubbock, TX 79453 ACORD 25 (2001/08) OACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed, A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001108)