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Res 151-92 9/15/1992RESOLUTION NO. W--9 /1 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WICHITA FALLS AUTHORIZING THE MAYOR TO EXECUTE A JOINT CITY/COUNTY MULTI-PURPOSE EVENTS CENTER AGREEMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SAID AGREEMENT, ATTACHED HERETO AND INCORPORATED HEREIN FOR ALL PURPOSES; FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS RESOLUTION WAS PASSED WAS OPEN TO THE PUBLIC AS REQUIRED BY LAW. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS: SECTION 1. That the Mayor be and is hereby authorized to execute on behalf of the City of Wichita Falls a joint City/County Multi-Purpose Events. Center Agreement with Wichita County, pursuant to the Interlocal Cooperation Act, for the purposes of specifying the duties and responsibilities of the respective parties for the land acquisition, construction and funding of the Multi-Purpose Events Center. SECTION 2. That said agreement is attached hereto and made a part hereof for all purposes. SECTION 3 . It is hereby officially found and determined that the meeting at which this resolution was passed was open to the public as required by law. PASSED AND APPROVED this the 15th day of September, 1992. M A Y O R''' 1001111111" ATTEST: City C erk r STATE OF TEXAS COUNTY OF WICHITA § JOINT CITY/COUNTY MULTI-PURPOSE EVENTS CENTER AGREEMENT This Agreement, made and entered into this the MI5 day of 1992 , by and between the City of Wichita Falls, Texas, a municipal corporation, hereinafter referred to as City, " and Wichita County, Texas, hereinafter referred to as County, " WITNESSETH: WHEREAS, the governing bodies of the City and the County have determined that it would be in the best interests of their residents for the City and the County to work together to establish a Multi-Purpose Events Center, hereinafter referred to as the "Center; " and, WHEREAS, the City and the County have determined that the Center will serve a significant public service and will enhance the quality of life and welfare of the residents by providing a forum for educational, cultural and other special events, including exhibits, public shows, concerts, conventions, and agricultural and sporting events; and, WHEREAS, the City and County have sold Certificates of Obligation for the purpose of constructing and furnishing a Center; " and, WHEREAS, the City and County are authorized to enter into an agreement under the authority of Article 4413 ( 32c) , V.A.C.S. , 2• known as the Interlocal Cooperation Act, for the purpose of specifying the duties and responsibilities of the respective parties for the land acquisition, construction and funding of the Center. NOW, THEREFORE, in consideration of the premises and of the terms, provisions, and mutual promises herein contained, it is mutually agreed as follows: I . ESTABLISHMENT OF EVENTS CENTER FUND The City, upon execution of this Agreement, shall establish a special designated fund to be known as the "City/County Multi- Purpose Events Center Fund. " Said fund shall be kept separate and apart from all other City and County funds and shall be utilized only for land acquisition, construction, professional fees, furnishings, operation, maintenance and promotion of the Center. Upon receipt of their respective bond proceeds, the City and County shall each transfer Nine Million ($9,000,000.00 ) Dollars, less bond expenses, into said fund to be utilized for the purposes herein expressed. It is the intent of the parties that the City' s and County' s contribution to the fund will be of equal amounts, and said funds will be jointly owned by the City and County. There shall be established four separate sub accounts. In one account, all of the City' s contributions shall be deposited. In a second sub account, all of the County' s contributions shall be deposited. These two sub accounts are established to assist in the annual audit process and to identify 3 the source of earned interest in the sub accounts. The third sub account shall be designated the disbursement account, upon which all drafts shall be drawn in accordance with the purposes specified herein. Prior to the issuance of any draft, both the City' s and the County' s sub accounts will be debited in equal amounts and said funds credited to the disbursement sub account. Private contributions to the Events Center Fund shall be credited to the fourth sub account. Expenditures from the Events Center fund during the construction phase shall be authorized by the respective governing bodies for all expenditures. The City' s Director of Finance shall prepare a monthly revenue and expenditure statement of the Events Center fund which shall be furnished to the City Council, Commissioners ' Court, and Center Board. The Events Center Fund shall have an annual independent financial audit made by a certified public accountant to be selected by the City Council, and copies of the audit report shall be given to both the City Council and the Commissioners' Court. The cost of such audit shall be paid out of Events Center Fund. It is further the intent of the parties that any interest earned by the Multi-Purpose Events Center fund shall only be expended for the purposes stated herein. The City and County desire that private donations be received so that the Center may be constructed to maximize the attraction of conventions, meetings, events, educational and 4 agricultural activities that will enhance the quality of life of all citizens of Wichita County. In order to accomplish such goal and to afford federal income tax deductibility, all private donations for the construction, equipping, operation and promotion of the Center shall be made payable to the "City/County Multi-Purpose Events Center Fund. " II. LAND ACQUISITION/TITLE TO PROPERTY The City shall acquire all necessary real estate in fee title for the construction of the Center, its parking facilities and appurtenances. The City, where necessary, shall exercise its power of eminent domain to acquire the necessary real estate for the Center. Consideration for acquired real estate or that ordered to be paid through eminent domain proceedings shall be paid from the "Events Center Fund." Upon acquisition of all necessary real estate by the City, the governing body of the City shall authorize the Mayor to execute a special warranty deed conveying to the County of an undivided one-half interest in all real estate acquired by the City. It is the intent of the parties hereto that the Multi-Purpose Events Center shall be jointly owned by the City and County, and may only be disposed of by the mutual agreement of the City Council and Commissioners' Court. 5 III. THE BOARD OF THE CENTER A. The City and the County shall establish a Board of Trustees which--shall have primary- responsibility for the planning, development and management of the Center, subject to final approval by the City and the County. Specific duties and responsibilities of the Board are described in the attached Exhibit A, to which reference is here made for all purposes. The Board shall consist of seven ( 7) members who are resident citizens of the county and shall be composed as follows: 1. Mayor of the City of Wichita Falls 2. County Judge 3. One County Commissioner appointed by the Comissioners ' Court 4. City Manager of the City of Wichita Falls 5. One citizen appointed by the Commissioners ' Court 6. One citizen appointed by the City Council of Wichita Falls 7. One citizen appointed jointly by the Mayor and County Judge In the event the Mayor and County Judge are unable to agree on a joint appointment, the citizen member shall be appointed by a majority vote of the Board. B. Citizen Board members shall serve three ( 3 ) year terms and shall be eligible for reappointment. The Mayor, County Judge, City Manager, and County Commissioner shall serve for their term of office. 6 C. The Chairman of the Board shall be elected by majority vote of the Board and shall serve a two (2) year term. The Chairman shall be eligible to serve successive terms of office. D. All vacancies caused by- the expiration of a term, death, resignation, or removal of a member shall be filled as provided above. No member shall be removed from office except for neglect of duty, incompetence, malfeasance, or conviction of a felony, then only after notice of the charge and full hearing before the City Council and Commissioners ' Court; provided, however, that if any member misses any three ( 3 ) consecutive regular meetings without being excused by the Board as a whole, then the Board shall declare a vacancy and notify the authority which appointed such member so that the vacancy will be filled. The Board shall make such rules and regulations for the proper conduct of its duties as it shall find necessary and expedient. IV. REVENUE SOURCES FOR THE FUNDING OF THE ANNUAL EVENTS CENTER BUDGET The City and County hereby pledge the following revenue sources in order of priority for the purpose of funding the annual budget for the Center after it is constructed. 1. All revenues of whatever source derived from the operation of the "Center. " 2. Undesignated hotel/motel room occupancy taxes of the City. 3 . In the event the revenues derived from the operations of the Center and the undesignated hotel/motel occupancy tax 7 revenues are insufficient to fund the approved annual budget of the Center, then in that event the ultimate financial responsibility rests equally with the City and the County if funds are available. V. USES AND FEES FOR CENTER A fee schedule will be established by the Board for approval of the City Council and Commissioners ' Court. VI. DURATION OF AGREEMENT It is the intent of the parties that this agreement shall remain in effect throughout the useful life of the Center, subject to amendment specified in Section VII(h) . Notwithstanding the above, either party may terminate this agreement by the giving of three ( 3 ) years' advanced written notice of its intent to terminate after the Certificates of Obligation have been retired. Termination of this agreement by either party does not relieve that party from its obligation to fund its share of the annual budget, as specified in Section IV throughout the useful life of the Center. VII. GENERAL A. The City agrees to save and hold the County harmless from any claims by a third party arising from the City' s negligence, and the County agrees to save and hold the City 8 harmless from any claims by a third party arising from the County' s negligence. B. If any provision of this agreement is breached by either party, the other party may give notice of such breach and require compliance with the agreement. If either party shall fail to perform any of its obligations after reasonable notice by the other party, the obligation may be enforced by injunction in any court of competent jurisdiction. C. Neither party may assign this agreement. D. Any notices required or desired to be sent to either party to this agreement shall be sufficient if sent by certified mail, return receipt required, to the following addresses: CITY: Office of the Mayor P. O. Box 1431 Wichita Falls, Texas 76307 COUNTY: Office of the County Judge Wichita County Courthouse Wichita Falls, Texas 76301 or to such other address as the parties may indicate to each other in writing from time to time. E. The parties agree to comply with all laws and regulations applicable to this agreement. F. If any part of this agreement shall be held to be illegal, such part shall be deemed severable and the remaining part shall nevertheless be binding, if enough remains to constitute a reasonable, workable and fair scheme for the joint project and its operation. 9 G. This agreement constitutes and expresses the entire agreement between the parties hereto in reference to the combined n oration and in reference to any ofPY the matters or things hereing provided for hereinabove discussed or mentioned, all promises, representations, and understandings relative thereto, herein being merged. H. This agreement may not be amended or modified except by amendment duly executed in writing by both parties. I. The parties agree to study the feasibility of a non- profit organization assuming the responsibilities of running the Center. In this regard, the Board of the Center shall provide recommendations to the City Council and Commissioners ' Court. WITNESS THE FOLLOWING SIGNATURES AND SEALS: ATTEST: CI O -!a A F ollp 1,' AW By: City CleCle 9102/_ ayor Michael L- ATTEST: COUNTY OF WICHITA By:J County Clerk County Judge Nic Gipson AP'ROVED AS TO FORM: ltorney District Attorney EXHIBIT "A" DUTIES AND RESPONSIBILITIES OF EVENTS CENTER BOARD A. Construction Phase of Center 1. The Board shall prepare requests for proposals for all necessary engineers, architects and other professionals as needed for the design and construction of the Center. The Board shall review such proposals and make a formal recommendation to the City Council and Commissioners' Court for contract approval. 2. The Board shall recommend all necessary expenditures to the governing bodies. 3 . The Board shall review all construction bid documents prepared by appropriate professionals retained in Subsection 1 hereof and authorize such bid documents to be advertised as required by law. 4. The Board shall review all bids received for the construction of the Center, its parking lots, equipment, furnishings and related items and forward its recommendations to the City Council and Commissioners' Court for their final approval. 5. The Board will work with appropriate civic groups and interested citizens for the purpose of coordinating the private solicitation campaign for the private sector funding of the construction phase of the Center. r 6 . The Board will recommend to the City Council and Commissioners ' Court the naming of any components of the Center or the erecting of any plaques or other means of recognition of persons of local historical or civic significance. 7. The Board shall develop policies and procedures for the use of the Center, reservation priorities and rental rates of the Center facilities. Such polices and procedures shall be presented to the City Council and Commissioners' Court for consideration prior to the opening of the Center. 8. The Board shall review all change orders and shall investigate any and all claims or disputes that may arise under any contract awarded for the design, constructing, equipment or furnishing of the Center. The Board' s recommendation shall be furnished to the City Council and Commissioners' Court, whose decision shall be final. 9. The Board shall be responsible for overseeing all contracts let for the construction phase of the Center, it being the intent of the City and County that all issues relative to the construction of the Center that can be legally resolved by the Board should be so resolved at the Board level, without further review by the City Council and Commissioners ' Court. 10 . The Board shall be responsible for the study and review of all management, operational and promotional alternatives for the purpose of maximizing efficiency and economy in the operation of the Center so as to achieve optimum public benefit, use and enjoyment of the facility.