Loading...
HomeMy WebLinkAboutRES 89-032 R E S O L U T I O N BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the City Manager be, and he is hereby, authorized to execute a contract, substantially in the form attached hereto as Exhibit "A", between the City of Beaumont and the Galveston Historical Foundation providing for an engagement of the sailing vessel, ELISSA, April 6 - 16, 1989, in Riverfront Park. PASSED BY THE CITY COUNCIL of the City of Beaumont this the 21 day of February , 1989. Mayor - CONTRACT This agreement , entered into on the day and date last written , is by and between GALVESTON HISTORICAL FOUNDATION, INC . , hereinafter referred to as "GHF" , a Texas non-profit corporation, and THE CITY OF BEAUMONT, hereinafter referred to as "HOST" , a municipal corporation existing by and under the laws of the State of Texas . The purpose of th.i.s agreement is to display a sailing vessel named the BARQUE ELISSA, hereinafter referred to as "-PLISSA" , and to assist HOST in certain fundraising, as well as non-commercial activities of historical interest to the citizens of Beaumont , Texas . I . PERIOD OF PERFORMANCE GHF, owner of the ELISSA, will make its best efforts to deliver the ELISSA at a safe berth to be provided by HOST and approved by GHF in the Beaumont , Texas area on or about April 6 , 1989 , where she will remain in port until on or about April 17 , 1989 , when it is contemplated t:.at she will depart . This schedule will be met by both parties given the best efforts under the circumstances, but it is understood that the same may be, of necessity, rescheduled because of unforeseen repairs or inclement weather. II . RESPONSIBILITY OF GHF A. In accordance with the period of performance contemplated by this agreement, GHF shall organize passage of the ELISSA and make its best ,efforts to arrive in Beaumont, Texas on or about 3: 00 p.m. on 4,ieAesy, April fit, 1989 . B. GHF shall be responsible for operation of the vessel and mooring the vessel at the mooring berths and dock space provided by HOST at HOST' s cost . C. After having moored the ELISSA, GHF shall use lira best efforts to make the vessel ready for boarding as a museum ship only on or about 8: 00 a .m. , T-httd:ry, April 1 , 1989 . -1- D. GHF shall continue to moor the ELISSA at the dock space hereinafter specified in Beaumont, Texas through approximately) t : 00 p.m. , Sunday, April 16 , 1989, and during such time GHF shall provide such personnel as are necessary to properly maintain the vessel , maintain twenty-four ( 24 ) hour watch on board the vessel and provide the tour information . E. GHF agrees to assist and support HOST and its personnel with reasonable time constraints in the planning and execution of fundraising activities involving the ELISSA during its stay in Beaumont , Texas . In order to provide this assistance, GHF agrees to provide HOST with reasonable quantities of promotional material such as photographs, brochures and video tapes to aid HOST' s efforts to secure financial support and sponsorships of the stay of the ELISSA. GHF further agrees to make its personnel available within reasonable time constraints for television appearances and other press coverages to advertise the presence of ELISSA in Beaumont , Texas . Further, GHF agrees to provide assistance in public relations efforts and promotional coverage in conjunction with HOSTS' s efforts to obtain a high level of awareness of the visit of ELISSA to Beaumont, Texas . F. GHF agrees to provide HOST and its designated representatives with sufficient information and instruction to adequately conduct tours on a "multi-station docent" format and generally assist HOST in offering tours in whatever other manner may be mutually agreed. f III . RESPONSIBILITY OF HOST A. HOST agrees to provide, in advance and at its sole cost , an appropriate mooring berth including use of a barge of approximately 110 feet by 30 feet as a stand-off and dock facilities adjacent thereto at Riverfront Park in the City of Beaumont, Texas . GHF and HOST agree that the mooring location is tidally influenced, and HOST makes no warranty as to depth at such mooring location . Such mooring berth and -2- dock facilities will provide two ( 2 ) additional deadmen which GHF agrees is sufficient to allow a sufficient number of mooring lines to secure the ELISSA while in port . GHF and HOST agree that HOST will additionally provide dock facilities adjacent to the mooring berth for purposes of accommodating the touring public and other required activities-, of both HOST and GHF. In addition, the dock facilities will have adequate lighting for the safety of visitors to the vessel , as well as providing security for those on or about the vessel . In order to allow the proper operation of the vessel while in port and to allow GHF to assist HOST in promotional activities, HOST agrees to provide telephone lines, if reasonably available, to the ship, electrical lines with a minimum of 100 amp single phase power for the ship' s electrical needs, adequate water, garbage pick-up and removal , and adequate security personnel for the security of the vessel and its personnel as well as the safety of the ship and visitors to the facilities and ship as set out in Article III .C. below. B. At its expense, HOST agrees to provide persons to clean and maintain the dock area adjacent to the ELISSA berth and the Riverfront Park area in the City of Beaumont , Texas . C. HOST agrees, at its expense, to provide security services as needed during the day but at all times from 6 : 00 p.m. until 6 : 00 a.m. on each day the ELISSA is in port . Such personnel will be stationed on or about the dock facilities and available to assist the personnel of the ELISSA for any security needs which may arise on board the vessel while in port . D. HOST shall be responsible, at its cost, for providing space and personnel as necessary for the sale, distribution, and taking of tour tickets . E. HOST agrees to arrange suitable space adjacent to the ELISSA for the location of a sale point for ELISSA' s souvenirs and novelties and to make arrangements so that the -3- same may be conducted . Such arrangements shall include the arranging and payment of all necessary permits for such sales point . It is understood that GHF shall be responsible for providing sales personnel at such sales point and shall be entitled to receive and keep all proceeds from the sale of such novelties and souvenir items of the ELISSA. F. HOST shall provide a tent with chairs and video tape equipment for use in showing a video tape concerning the ELISSA for the benefit of the general public at no admission charge, or some other suitable facility for the showing of this video tape . G. HOST agrees to assist GHF personnel in displaying the ELISSA in the most favorable conditions possible and to provide appropriate public relations efforts and promotional coverage in conjunction with that of GEIF to obtain a high degree of awareness of the visit of ELISSA to Beaumont, Texas. H. HOST agrees to provide to GHF a maximum of ten ( 10 ) hotel rooms or suitable private housing for use at the discretion of GHF by ELISSA personnel and crew during the visit of the ELISSA to Beaumont, Texas . This agreement applies to accommodations charges only. I . HOST agrees to provide to GHF at least one ( 1 ) vehicle which may be used to transport crew members of the ELISSA to public relations events and for other incidental uses in conjunction with the visit of the ELISSA. J. HOST further agrees to be responsible for the payment of all salaries, wage,,s, withholding taxes, FICA ti taxes, worker' s compensation insurance premiums, unemployment compensation insurance premiums and other taxes in connection with the employment of HOST' s employees performing services in connection with the visit of the ELISSA to Beaumont , Texas . K. HOST will provide sufficient portable toilets for the visitors to the vessel . L . HOST agrees to establish, adhere to and enforce a -4- Policy concerning the admission of children to the ELISSA and adjoining areas that children twelve ( 12 ) years of age and younger must be accompanied by an adult . IV. INSURING REQUIREMENTS A. GHF agrees that it will be providing THREE MILLION FIVE HUNDRED THOUSAND AND N01100 DOLLARS ( $3 ,5001000 . 00 ) in insurance coverage for hull damage and TEN MILLION AND NO 1100 DOLLARS ( $10,000 , 000 . 00 ) in! insurance coverage for personal injury insurance and that the same shall be maintained in force and effect during the visit of the ELISSA to Beaumont, Texas . GHF further agrees to add HOST, CITY OF BEAUMONT and BEAUMONT CONVENTION SERVICES , as a named insured on such Policy during the period the ELISSA is .in port . B. HOST agrees to obtain a policy of general comprehensive liability insurance in the minimum amount of TWO MILLION AND N01100 DOLLARS ($2, 000,000 .00) covering the piers and land area adjoining the ELISSA berth during the stay of the ELISSA in Beaumont , Texas, in a form with an insurer acceptable to GHF4? Such policy will, in addition to HOST, name GHF as a named insured on said insurance policy. C. HOST agrees that HOST or its authorized vendors or caterers will provide liability insurance for any liquor- related liability, sometimes referred to as liquor liability insurance, in the minimum amount of TWO MILLION AND N01100 DOLLARS ( $2 ,000,000 .00 ) insuring all liability which may arise under this contract as a result of the serving of alcoholic beverages during fungtions and events arranged by HOST and/or its representatives while the ELISSA is in port . HOST further agrees that GHF will be named as an Additional Insured on such insurance and, upon request , to provide GHF with a copy of such policy of insurance prior to any function on the ELISSA which includes the serving of alcoholic beverages . V. SCHEDULE OF PAYMENTS -5- HOST agrees to pay GHF the sum of TWENTY THOUSAND AND N01100 DOLLARS ( $201000 ) as follows: a . SIX THOUSAND FIVE HUNDRED AND N01100 DOLLARS ( $6, 500 .00 ) upon execution of this agreement by both parties . b. SIX THOUSAND FIVE HUNDRED AND N01100 DOLLARS ($6 ,500 . 00 ) shall be paid to GHF on or before March 15 , 1989 . C. SEVEN THOUSAND AND N01100 DOLLARS ( $7,000 . 00 ) shall be paid to GHF on the departure date of the ELISSA from Beaumont , Texas . It is understood that the $20 ,000 sum only covers the dates of Monday, April 10, 1989 to Sunday, April 16, 1989 . The gross monies made from gate and rental of the ELISSA from April 'b - 9, 1989 will be split 50/50 between the HOST and GHF . This last shall be computated and paid to GHF on or before April 16 , 1989 . GHF agrees that HOST will be permitted to charge a reasonable admission charge to all visitors to the ELISSA during its Visit to Beaumont, Texas . HOST shall have the right during the tenure of the ELISSA' s stay in Beaumont, Texas to rent the ELISSA for entertainment purposes during the hours when the ELISSA is not open for visitation by the public at large. HOST, furthermore, reserves the right to solicit sponsorships from outside parties for the ELISSA visit to Beaumont , Texas to defray in part HOST' s cost of the visit . HOST reserves the right to sell concession items on the pier facilities adjoining, 'the ELISSA berth, which will not include items bearing the ELISSA name or logo. VI . SEAMEN' S STATUS AND CONDITION OF VESSEL A. GHF disavows that any persons aboard the ELISSA other than the crew selected by GHF, shall be considered its employees or seamen and states that any assistance provided, be it at the request of the officers and crew of the ELISSA to the contrary notwithstanding, in the management and -6- navigation of said vessel or for any other purpose, while berthed or under way, shall be considered to be gratuitous and voluntary . B . GHF disavows and repudiates any warranties of seaworthiness of the ELISSA or any other similar warranties, express or implied, and only agrees to exercise due diligence to make the ELISSA seaworthy at the commencement of and for the duration of this voyage . VII . INDEMNITY AND CONTRIBUTION The parties to this agreement recognize that the parties , of necessity, must work closely with one another for the mutual benefit of both and that activities are contemplated not only on board the ELISSA but also on the adjacent dock space and adjacent land area and perhaps other off-site locations as well . The parties further recognize that the particular experience and skills of each ' s representatives lend themselves to a division of legal responsibility in the event of claims and/or suits involving alleged torts . Therefore, GHF hereby agrees to be responsible for all claims, causes of action, or lawsuits which may arise as a result of the claimed negligence of the master, captain, . or crew of the ELISSA and that HOST shall not be responsible for same. To that end, GHF has hereinbefore agreed to provide insurance and to name HOST as an additional insured. Likewise, HOST agrees to be responsible for any and all claims, causes of action, or lawsuits which may arise whild the ELISSA is in port as a result of any claimed negligence on part of HOST and has hereinbefore agreed to provide a policy of liability insurance against that eventuality and will name GHF as an additional insured on that policy . The parties agree to be responsible for their own negligence but not that of another in the event such does occur and stand ready to respond to any and all such claims, causes of action, liabilities, suits, judgments and costs which may result from such alleged -7- negligence. VIII . FORCE MAJEURE In the event that performance by GHF or HOST or any of their obligations or undertakings hereunder shall be interrupted or delayed by any occurrence and not occasioned by the conduct of the parties to this contract, whether such occurrence be an act of God or the common enemy or the result of war, riot , civil commotion, or sovereign conduct, then GHF shall be excused from such performance for such period of time as is reasonably necessary after such occurrence to remedy same . However, should GHF be prevented from completing performance of the obligations of this contract by any of the reasons set forth in this section, then it shall be excused from further performance of these obligations, and, in such event, shall be entitled to reimbursement for all documented out-of-pocket costs expended specifically for the trip to Beaumont, Texas, and one-fourth ( 1/4 ) of other documented out-of-pocket costs for the trip if another port is visited on a continuation of the trip. In no event will reimbursement from HOST to GHF exceed SIX THOUSAND FIVE HUNDRED AND N0 1100 DOLLARS ( $6, 500 . 00 ) , and such reimbursement shall be credited against the SIX THOUSAND FIVE HUNDRED AND N0 1100 DOLLARS ( $6,500 . 00 ) paid in accordance with Article V(a ) hereof. IX. MODIFICATIONS TO AGREEMENT' It is expressly understodd by and between the parties to this agreement that no changes, , alterations, or modifications -8- r to. this agreement shall be effective unless they are in writing with the prior written consent of both parties . EXECUTED this the 7TH day of March , 1989 . GALVESTON HISTORICAL FOUNDATION, INC. BY: Harris L. Kempner, r. President Jay C. Crager, Treasurer CITY OF BEAUMONT, TEXAS t BY: Beau ont City M pager f f -9-