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Res 150-2000 11/7/2000r RESOLUTION NO. 1�6- RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE ON BEHALF OF THE CITY A CITY /COUNTY MULTI - PURPOSE EVENTS CENTER AGREEMENT WITH WICHITA COUNTY, WHICH SUPERSEDES A PRIOR AGREEMENT DATED SEPTEMBER 15, 1992; FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS RESOLUTION WAS PASSED WAS OPEN TO THE PUBLIC AS REQUIRED BY LAW. WHEREAS, the City and County originally entered into a joint City /County Multi - Purpose Events Center agreement on September 15, 1992, for the purpose of constructing the Multi- Purpose Events Center facilities and providing for the maintenance, operation and funding of such facilities; and, WHEREAS, it is desirable to supersede that agreement with a new agreement that clarifies the financial responsibilities of the respective parties, establishes title to the facilities, and facilitates the construction of the Coliseum project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS: SECTION 1. That the above recitals and preambles are found to be true and correct for all purposes. SECTION 2. That the Mayor be and is hereby authorized to execute on behalf of the City of Wichita Falls a new City /County Multi- Purpose Events Center agreement, the same attached hereto as Exhibit A and made a part hereof for all purposes. SECTION 3. That 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 7th day of November 2000. L,4,e Zu 44 MAYO ATTEST: STATE OF TEXAS 5 COUNTY OF WICHITA 5 CITY /COUNTY MULTI - PURPOSE EVENTS CENTER AGREEMENT WHEREAS, the City of Wichita Falls, Texas, a municipal corporation, hereinafter referred to as "City." and Wichita County, Texas, hereinafter referred to as "County," entered into a Joint City /County Multi - Purpose Events Center Agreement on the 15`x' day of September, 199?; and, WHEREAS, pursuant to said Agreement, the City and County both sold Certificates of Obligation for the purpose of constructing and furnishing the MPEC facilities; and, WHEREAS, the City and County have constructed and furnished the Agricultural Center and the Exhibit Hall; and, WHEREAS, in order to facilitate the construction, operation and maintenance of the Coliseum project, and to provide clarification on the issue of the annual Center budget, it is desirable to provide for a new joint agreement, which supersedes the original September 15, 1992 agreement; and, WHEREAS, this Agreement is authorized pursuant to Section 791.001, et seq., of the TEXAs GOVERNMENT CODE, known as the Interlocal Cooperation Act; and WHEREAS, all of the above preambles and recitals are found to be true and correct and made a part of this Agreement for all purposes. NOW, THEREFORE, the parties, in consideration of the mutual covenants that follow, and the aforementioned preambles and recitals, and receipt of other good and valuable consideration, the legal sufficiency of which is hereby acknowledged, do hereby agree as follows: I. CITY MULTI - PURPOSE EVENTS CENTER FUND The City has established a special designated fund known as the "Multi- Purpose Events Center Fund." Such field is kept separate and apart from all other City funds, and is utilized only for land acquisition, construction, professional fees, furnishings, operation, maintenance and promotion of the Multi- Purpose Events Center. The City and County each previously transferred S9 million, less bond expense, into this fiend, which proceeds have since been expended for the purposes for which said fund was established. In order to fund the construction of the Coliseum project, the City agrees to transfer to such fund such revenues as it deems necessary for the construction and furnishing of the MPEC Coliseum project. The County shall not be responsible for any costs associated with the Coliseum project. 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." It is the intent of the parties hereto that the Multi - Purpose Events Center shall be owned by the City. The City covenants with the County that it will not sell the Center or any portion thereof without County's consent before all County bonded indebtedness referenced in Paragraph I has been retired. This covenant not to sell without County's consent shall remain in effect until the earliest of the following dates: the date the County's Certificates of Obligation for construction of the Center are retired, or August 1, 2012, whichever occurs first. The term "Center" as used herein shall mean the Multi- Ptu-pose Events Center facilities. M. 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. 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 %vho are resident citizens of the County and shall be composed as follows: 1. Five members shall be appointed by the City Council of Wichita Falls. 2. Two members shall be appointed by the Commissioners Court. B. Board members shall serve three- (3) year staggered terms and shall be eligible for reappointment. Upon retirement of the County's bonded indebtedness as referenced in Paragraph 1, or August 1, 2012, whichever occurs first, the County's representation shall be reduced to one member, and the City's representation shall be increased to six members. 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 tilled by the body that appointed the member. A member may be removed 4 from office at any time by the Body that appointed such member, with or without cause. The Board shall make such rules and regulations for the proper conduct of its duties as it shall find necessary and expedient. E. The membership of the Board shall always remain at seven (7) unless the City and County mutually agree to increase or decrease the membership of the Board. IV. REVENUE SOURCES FOR THE FUNDING OF THE ANNUAL EVENTS CENTER BUDGET The City hereby pledges the following revenue sources in order of priority for the purpose of finding the annual budget for the Center: 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 revenues are insufficient to fiend the approved annual budget of the Center, then in that event the ultimate financial responsibility rests with the City if funds are available, which will be determined on an annual basis by the City Council. 4. The City shall have full responsibility for any and all funding of the construction, operation, maintenance, and annual budget for any and all aspects of the Center after the Effective Date of this Agreement, and the County shall have no obligation with respect thereto. It is the Parties' understanding that any and all previous deficiencies or shortfalls in the construction, operation, maintenance, annual budget or other deficiencies or shortfalls, if any, of the Center, are the financial responsibility and obligation for the City, the County being fully released from any such obligations, if any, which may have existed under the Original Agreement. Any and all future deficiencies or shortfalls in the construction, operation, maintenance, annual budget or other deficiencies or shortfalls in the construction, operation, maintenance, annual budget or other deficiencies or shortfalls, if any, of the Center, are the sole financial responsibility and sole obligation of the City, the County being-, fully released from any such obligations, if any, which may exist or may have existed under the Original Agreement. V. USES AND FEES FOR CENTER A fee schedule will be established by the Board for approval by the City Council. Such fee schedule shall provide for the same rental or leases charges to any individual, entity or organization which resides or offices and conducts its business within Wichita County. 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' advance written notice of its intent to terminate after the Certificates of Obligation have been retired. VII. MISCELLANEOUS PROVISIONS 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 hannless 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. 6 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 requested, 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, and further will require the Board of Trustees and any entity that the City or Board may contract with for the operation and maintenance of the Multi- Purpose Events Center to do likewise. The parties further agree what the Board of Trustees and any entity that the City or Board may contract with for the operation and maintenance of the Multi- Purpose Events Center will comply with all terms of this Agreement to the extent possible, to effectuate the purposes of 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. G. This agreement constitutes and expresses the entire agreement between the parties hereto in reference to the combined operation and in reference to any of the matters or things herein 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. EXECUTED on this the -ZL day of November, 2000. ATTEST: City 1 erk ATTEST: r County Q k `-- APPROVED AS TO FORM: (._ City A CITY OF WICHITA FALLS By: Mayor Gerald Lueck COUNTY OF WICHITA County Judge Woodr w W. Gossom; Jr. / L- i District Atto .phey 8 EXHIBIT "A" DUTIES AND RESPONSIBILITIES OF MPEC 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 fonnal recommendation to the City Council for contract approval. 2. The Board shall recommend all necessary expenditures to the City Council. 3. The Board shall review all constriction 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 for its 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. 6. The Board will recommend to the City Council 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 policies and procedures shall G0] be presented to the City Council for consideration prior to the opening of the Center, and reviewed on an annual basis by the Board and the City Council. 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, 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 parties 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 or approval by the City Council. 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.