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HomeMy WebLinkAboutRES 87-159 RTEM 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 approve the contract between the City of Beaumont and SAIL, Inc. , a copy of which is attached hereto as Exhibit "A'". PASSED BY THE CITY COUNCIL of the City of Beaumont this the day of , 1987. Mayor - CONTRACT This agreement, entered into on the day and date last written, is by and between SEA ADVENTURES IN LEARNING, INC. , (hereinafter referred to as "SAIL" ) , a non-profit organization, and the CITY OF BEAUMONT, TEXAS (hereinafter referred to as "CITY" ) , a municipal corporation existing by and under the laws of the State of Texas. The purpose of this agreement is to display a sailing vessel named the ELISSA which is being chartered by SAIL from the Galveston Historical Foundation_, Inc. , and to assist CITY in certain fund raising as well as non- commercial activities of historical interest to the citizens of CITY. I. PERIOD OF PERFORMANCE SAIL, as charterer of the Barque ELISSA, will make its best efforts to deliver the ELISSA at a safe berth to be provided by CITY and approved by SAIL in the Beaumont, Texas, area on or about October 30, 1987, where she will remain in port until on or about November 4, 1987, when it is contemplated that she will depart. This schedule will be met by both parties given the best efforts under the circumstances, but it is understood that same may be, of necessity, rescheduled because of unforeseen repairs or inclement weather. RESPONSIBILITY OF SAIL, INC, A. In accordance with the period of performance contemplated by this agreement, SAIL shall organize passage of the ELISSA and make its best efforts to arrive in Beaumont, Texas, on or about 3:00 o' clock p.m. , on Friday, October 30 , 1987. B. SAIL shall be responsible for operation of the vessel and mooring the vessel at the mooring berths and dock space provided by CITY at the latter' s cost. C. After having moored the ELISSA, SAIL shall use its best efforts to make the vessel ready for boarding as a museum ship only on or about 9:00 o'clock a.m. , Saturday, October 31 , 1987. D. SAIL shall continue to moor the ELISSA at the dock space hereinafter specified in Beaumont, Texas, through approximately 5:00 o'clock p.m. , Wednesday, November 41 1987, and during such time SAIL shall provide such personnel as are necessary to properly maintain the vessel, maintain twenty-four (24) hour watch on board the vessel, and provide tour information. E. SAIL agrees to assist and support CITY and its personnel within reasonable time constraints in the planning and execution of fund-raising activities involving the ELISSA during its stay in Beaumont, Texas. In order to provide this assistance, SAIL agrees to provide CITY with reasonable quantities of promotional material such as photographs, brochures, and videotapes to aid CITY' s efforts to secure financial support and sponsorships of - 2 - the stay of the ELISSA. SAIL 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, SAIL agrees to provide assistance in public relations efforts and promotional coverage in conjunction with CITY' s efforts to obtain a high level of awareness of the visit of ELISSA to Beaumont, Texas. F. SAIL agrees to provide CITY and their designated representatives with sufficient information and instruction to adequately conduct tours in a "multi-station docent" format and to generally assist CITY in offering tours in whatever ot'her manner may be mutually agreed. III. RESPONSIBILITY OF CITY A. CITY 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 standoff and dock facilities adjacent thereto at Riverfront Park in the City of Beaumont, Texas. SAIL and CITY agree that the mooring location is tidally influenced, and CITY makes no warranty as to depth at such mooring location. Such mooring berth and dock facilities will provide two (2 ) additional deadmen which SAIL agrees is sufficient to allow a sufficient number of mooring lines to secure the ELISSA while in port. In addition, the dock facilities will have adequate lighting for the safety of visitors - 3 - to the vessel, as well as providing security for those on or about the vessel and dock facilities. In order to allow the proper operation of the vessel while in port and to allow SAIL to assist CITY in promotional activities, CITY 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 III.C. below. B. At its expense, CITY agrees tu provide persons to clean and maintain the dock area adjacent to the ELISSA berth and the river front park area in the City of Beaumont, Texas. C. CITY agrees, at its expense, to provide security services as needed during the day but at all times from 6:00 o' clock p.m. until 6:00 o' clock 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. CITY shall be responsible, at its cost, for providing space and personnel as necessary for the sale, distribution, and taking of tour tickets. E. CITY agrees to arrange suitable space adjacent to the ELISSA for the location of a sales point for ELISSA souvenirs and 4 novelties and to make arrangements so that same may be conducted. Such arrangements shall include the arranging and payment for all necessary permits for such sales point. It is understood that SAIL 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. CITY shall provide a tent with chairs and videotape equipment for use in showing a videotape concerning the ELISSA for the benefit of the general public at no admission charge. G. CITY agrees to assist SAIL 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 SAIL to obtain a high level of awareness of the visit of ELISSA to Beaumont, Texas. H. CITY agrees to provide to SAIL a maximum of ten (10) hotel rooms for use at the discretion of SAIL by ELISSA personnel and crew during the visit of the ELISSA to Beaumont, Texas. IV. INSURING REQUIREMENTS A. SAIL agrees that, as part of its charter agreement, it will be providing TWENTY-FIVE MILLION DOLLARS ($25,000,000.00 ) in insurance for hull damage and personal injury insurance and that same shall be maintained in force and effect during the visit of the ELISSA to Beaumont, Texas. SAIL further agrees to add CITY - 5 - as a name insured on such policy during the period that the ELISSA is in port. Such policy does not cover persons who have paid an admission charge to visit ELISSA and covers only invited guests. SAIL agrees to provide CITY a copy of such policy prior to the ELISSA' s arrival in port. B. CITY agrees to use its best efforts to obtain a policy of general comprehensive liability insurance in the minimum amount of FIVE MILLION DOLLARS ($5,000,000.00) covering both Riverfront Park and the ELISSA during her stay in Beaumont in a form and with an insurer acceptable to SAIL. Such policy will, in addition to CITY, name SAIL and the Galveston Historical Foundation, Inc. , as named insureds. If CITY is unable to acquire such insurance on or before August 15, 1987 , SAIL may, at its option, cancel this agreement, in which case SAIL shall immediately return the TEN THOUSAND DOLLARS ($10,000.00 ) which CITY paid to SAIL in compliance with paragraph V.a. hereof. C. CITY agrees that City 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 FIVE MILLION DOLLARS ($5,000,000.00 ) insuring all liability which may arise under this contract as a result of the serving of alcoholic beverages during functions and events arranged by CITY and/or its representatives while the ELISSA is in port. CITY further agrees that SAIL and the Galveston Historical Foundation, Inc. , will be named as - 6 - additional insureds on such insurance and, upon request, to provide SAIL with a copy of such policy of insurance prior to to any function on the ELISSA which includes the serving of alcoholic beverages. V. SCHEDULE OF PAYMENTS CITY agrees to pay SAIL the sum of FORTY THOUSAND DOLLARS ( $40 ,000.00 ) as follows: a. TEN THOUSAND DOLLARS ($10,000.00) upon execution of this agreement by both parties. b. TEN THOUSAND DOLLARS ($10,000.00 ) shall be paid to SAIL on or before October 1 , 1987. c. TWENTY THOUSAND DOLLARS ($20,000.00) shall be paid to SAIL on the departure date of the ELISSA from the City of Beaumont, Texas. VI. SEAMEN'S STATUS AND CONDITION OF VESSEL A. SAIL disavows that any persons aboard the ELISSA other than the crew selected by SAIL, 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 navigation of said vessel or for any other purpose, while berthed or under way, shall be considered to be gratuitous and voluntary. - 7 - B. SAIL disavows and repudiates any warranties of seaworthiness of the Barque ELISSA or any other similar warranties, expressed or implied, and only agrees to exercise due diligence to make the Barque 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 adjacent dock space, the river front park 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, SAIL 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 CITY shall not be responsible for same. To that end, SAIL has hereinbefore agreed to provide insurance and to name CITY as an additional insured. Likewise, CITY agrees to be responsible for any and all claims, causes of action, or lawsuits which may arise while the ELISSA is in port as a result of any claimed negligence on the part of CITY and has hereinbefore agreed to provide a policy of liability - 8 - insurance against that eventuality. 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, snits, judgments, and costs which may result from such alleged negligence. VIII. FORCE MAJEURE In the event that performance by SAIL or CITY or any of its obligations or undertakings hereinunder 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 SAIL shall be excused from such performance for such period of time as is reasonably necessary after such occurrence to remedy same. However, should SAIL 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, 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. Should Beaumont be the only port visited, then SAIL shall be entitled to reimbursement for one-half ( 1 /2 ) of other documented out-of-pocket costs - 9 - expended for the trip. In no event will reimbursement from CITY to SAIL exceed TEN THOUSAND DOLLARS ( $10,000.00 ) , and such reimbursement shall be credited against the TEN THOUSAND DOLLARS ( $10,000.00 ) paid in accordance with paragraph V.a. hereof. IX. MODIFICATIONS TO AGREEMENT It is expressly understood by and between the parties to this agreement that no changes, alterations, or modifications to this agreement shall be effective unless they are in writing with the prier written consent of both parties. EXECUTED this the _ day of 1387. SAIL, INC. By: tl�s CITY OF BEAUMONT$ TEXAS r l By: 10 -