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Home My WebLink AboutRES.687.12-02-1991 � t BILL NO. 91-223 RESOLUTION NO. � �� A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH THE CAPE RIVER HERITAGE MUSEUM, INC. FOR USE OF ORIGINAL FIRE STATION NO. 1 BUILDING AS A MUSEUM BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI, AS FOLLOWS: ARTICLE 1. The City Manager, for and on behalf of the City of Cape Girardeau, Missouri, is hereby authorized to enter into an Agreement with the Cape River Heritage Museum, Inc. for use of original Fire Station No. 1 building as a museum. A copy of said Agreement is attached to this Resolution and made a part hereof. PASSED AND ADOPTED THIS � DAY OF , 19�_. �%� _ /'p' Francis E. Rhodes, Mayor ATTEST: ,� � \ ;� ,� �t � ,� �, � i ��...=�� {�.�� Jul ' A. Dale, Deputy City Clerk AGREEMENT THIS AGREEMENT, made this LY� day of T»C��m1�r , 19�, by and between the City of Cape Girardeau, Missouri, a Municipal Corporation, organized and existing under and by virtue of the laws of the State of Missouri, hereinafter referred to as "City" , and Cape River Heritage Museum, Inc. , a General Not-For-Profit Corporation, organized and existing under and by virtue of the laws of the State of Missouri, hereinafter referred to as "Museum" , WHEREAS, the Museum desires to occupy and utilize the original Fire Station No. 1 building, NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions hereinafter set forth, the City and Museum agree as follows: SECTION 1. PREMISES AND USE. The City hereby leases to Museum the property and Building located at 538 Independence, in the City of Cape Girardeau, hereinafter referred to as "Building" , and described as follows: Part of Lot 22 and part of Lot 21 in Range C, in the City and County of Cape Girardeau, Missouri, described as follows: Begin at the Southwest corner of Lot 22 in Range C in the City of Cape Girardeau, Missouri; thence in an Easterly direction with the South line of said Lot 22 , said line also being the North right-of-way line of Independence Street, a distance of 70 . 9 feet for a corner; thence in a Northerly direction, perpendicular to the above mentioned South line, and parallel to the West line of said Lot 22 and the West line of Lot 21, a distance of 145. 0 feet for a corner; thence in a Westerly direction, parallel to and 145 feet North of the above mentioned South line, a distance of 70. 9 feet to the West line of said Lot 21 for a corner, which line is also the East right-of-way line of Frederick Street; thence Southerly, along said West line of said Lot 21 and Lot 22 , a distance of 145 feet to the point of beginning, containing . 24 acre. Said Building shall be used only by the Museum for customary museum purposes, and not otherwise without the prior written consent of the City. In addition to the Building, Museum shall have the right to use the City's driveways and parking area adjacent to said Building to the extent that such use does not interfere with the City's use thereof. Said right is revocable at will by the City, and is subject to regulation by the City. SECTION 2 . TERM. The term of this agreement shall commence on the date of execution hereof, and terminate on the tenth (lOth) anniversary thereof, unless sooner terminated as herein provided. SECTION 3. ALTERATIONS, IMPROVEMENTS, ADDITIONS. No additions, improvements or alterations shall be made to the Building without the prior written consent of the City. SECTION 4. CUSTODIAL SERVICES. Museum agrees to provide the necessary materials, equipment and labor to provide all necessary janitorial and custodial services, and to maintain the Building in a clean, safe, orderly and sanitary condition. Museum shall provide a complete and proper arrangement for the adequate sanitary handling and disposal of all trash and other refuse caused by its operations under this agreement. SECTION 5. MAINTENANCE AND REPAIR. Museum shall at its sole cost and expense, keep and maintain the Building, all improvements, additions or alterations thereto, equipment and landscaping constructed or installed upon the Building, in good condition and repair, which condition shall at all times be based on a standard of care reflecting prudent property management, reasonable wear and tear excepted. Museum shall commit no waste of the Building. SECTION 6. UTILITIES. Museum agrees to pay for all costs and charges for utilities services furnished to Museum from and after the date that Museum commences its operations. SECTION 7 . RENTAL. Museum hereby agrees to pay to City an annual rental of One Dollar ($1. 00) per year, payable on September 2 of each year during the term hereof. All payments are to be made at the Office of the City Collector of the City of Cape Girardeau or at such other place as City may direct. SECTION 8. ASSIGNMENT OR SUBLEASE. Museum shall not assign or sublease, in whole or in part, the Building without the prior written consent of the City. - 2 - i SECTION 9 . BUILDING DESTRUCTION. If the Building is substantially or totally destroyed, through no fault of either party, neither the City nor the Museum shall be required to rebuild and restore said Building. In the event of said substantial or total destruction, this Agreement shall automatically terminate. Substantial destruction, as used herein, shall mean when the cost to repair the Building exceeds Twenty-Five Thousand Dollars ($25, 000. 00) . SECTION 10. REPAIR AND REMODELING. The Museum shall be responsible for the expenses and costs of all necessary repairs or authorized remodeling, provided that the City shall maintain the exterior of the building, including the roof. SECTION 11. INDEMNIFICATION. Museum hereby releases and agrees to indemnify, defend and hold harmless the City from all claims, actions, suits, and demands of every kind and description because of bodily injury, including death, and because of damages to property or losses which may arise out of or result from Museum's operations or use of the demised premises whether such operations or use are by Museum, its agents, employees or anyone directly or indirectly acting on its behalf, its patrons, invitees or visitors. SECTION 12 . INSURANCE. Museum shall procure and maintain in effect for the term of this agreement, lability insurance, naming the City as a co- insured, in an amount not less than One Hundred Thousand Dollars ($100, 000. 00) for one person and One Million Dollars ($1, 000, 000 . 00) for any one accident involving injury, including death, to more than one person, with vandalism, fire and extended coverage insurance naming the City as co-insured, of not less than One Hundred Thousand Dollars ($100, 000. 00) for any one accident. SECTION 13 . NO WAIVER OF FUTURE BREACH. The failure of the City to insist, in any one or more instances on a strict performance of any of the terms or the conditions of this Agreement, or to exercise any right herein contained, shall not be construed as a future waiver or a relinquishment of the provisions or right, but the same shall continue and remain in full force and effect. The receipt by the City of rent, with knowledge of the breach of any term or condition hereof, shall not be deemed a waiver of the breach and no waiver by the City of any provision hereof shall be deemed to have been made unless expressed in writing and signed by the City. Should the City at some time consent to an assignment of this Agreement or to - 3 - a sublease of the whole or any part of the Building, no further assignment and no further sublease shall be made without the prior written consent of the City. None of the terms or conditions of this Agreement shall be altered, waived, or modified in any manner except by written instrument executed by both parties. SECTION 14 . RIGHT TO ENTER. The City, its agents, servants and employees shall have access to, and shall have right to enter the Building at all reasonable and necessary times to inspect, or for any other purpose reasonably connected with the City's interest in, the Building. SECTION 15. TERMINATION. City may enforce the performance of this Agreement in any manner provided by law, but this Agreement may be terminated at City's option if Museum defaults. A default occurs in any one or more of the following events, if Museum: 1. Shall desert, vacate, abandon or discontinue use of the Building for seven (7) consecutive days. 2 . Shall fail to perform or comply with any of the obligations, terms or conditions of this Agreement. 3 . Shall fail to comply with any of the Statutes, Ordinances, rules or regulations of any governmental body. 4 . Shall file a Petition in Bankruptcy, or make an assignment for the benefit of creditors, or be adjudicated a bankrupt or take advantage of any insolvency act. SECTION 16. NOTICE. City may exercise the right of termination provided for herein by giving written notice to Museum twenty (20) days in advance of the effective date of said termination. Any notice or other communication to City or Museum referred to in this Agreement shall be deemed validly given, served and delivered upon deposit in the United States mail, certified with proper postage paid, addressed as follows: City: City Clerk City Hall 401 Independence P. O. Box 617 Cape Girardeau, MO 63702-0617 - 4 - Museum: Cape River Heritage Museum, Inc. 950 West Rodney Cape Girardeau, MO 63701 This agreement shall then terminate as of the date specified in such notice. Default under this Agreement shall entitle the City to declare all remaining installments or rentals to be due and payable immediately, and in the event City shall take possession of the demised premises it may relet the same upon such terms and conditions as it shall deem appropriate, and any deficiency in rental payments shall be and remain the obligation of the Museum. SECTION 17 . PERSONAL AND REAL PROPERTY DISPOSITION, LIEN. At the termination of this Agreement for any reason, except as hereinbefore provided, City shall be entitled to retain as its sole property all real property improvements which have been constructed by Museum. Upon service of notice of termination of this Agreement, Museum shall remove all of its personal property from the Building, within twenty (20) days thereafter, and if Museum fails to remove said personal property, said property may be removed and disposed of by City at Museum's expense. Notwithstanding the above, upon termination of this agreement for any reason, City shall have a lien upon all property, real and personal, of Museum for any sums due City from Museum. SECTION 18. NON DISCRIMINATION. Museum shall not, on the grounds of race, color, creed or national origin, discriminate or permit discrimination against any person or group of persons in any manner prohibited by Title VI of the Civil Rights Act of 1964 , and Part 21 of the Regulations of the Office of the Secretary of Transportation in the use of the Building. City reserves the right to take such action as the United States Government may direct to enforce this covenant. SECTION 19 . PARTIES BOUND. This agreement shall inure to the benefit of and be binding upon the parties, their successors and assigns. - 5 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. CITY OF CAPE GIRARDEAU, MISSOURI i'� �,i,_ ATTEST: �/ ��` .�� J .• Ronald Fischer, City Manager � i Juli A. Dale, D puty City Clerk CAPE RIVER HERITAGE MUSEUM, INC. rf ,,� i `��J U G�-� �� 2__> ATTEST: Bob White, President _ . �/ � � —��-- , - �� , , � � ' � � . �Dorothy �Lell, Secretary - 6 - AGREEnTENT THIS AGREEMENT, made this �_ day of .December � 19 �� , by and between the City of Cape Girardeau, Missouri, a Municipal Corporation, organized and existing under and by virtue of the laws of the State of Missouri, hereinafter referred to as "City" , and Cape River Heritage Museum, Inc. , a General Not-For-Profit Corporation, organized and existing under and by virtue of the laws of the State of Missouri, hereinafter referred to as "Museum" , WHEREAS, the Museum desires to occupy and utilize the original Fire Station No. 1 building, NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions hereinafter set forth, the City and Museum agree as follows: SECTION l. PREMISES AND USE. The City hereby leases to Nuseum the property and Building located at 538 Independence, in the City of Cape Girardeau, hereinafter referred to as "Building" , and described as follows: Part of Lot 22 and part of Lot 21 in Range C, in the City and County of Cape Girardeau, Missouri, described as follows : Begin at the Southwest corner of Lot 22 in Range C in the City of Cape Girardeau, Missouri; thence in an Easterly direction with the South line of said Lot 22 , said line also being the North right-of-way line of Independence Street, a distance of 70. 9 feet for a corner; thence in a Northerly direction, perpendicular to the above mentioned South line, and parallel to the West line of said Lot 22 and the West line of Lot 21 , a distance of 145 . 0 feet for a corner; thence in a Westerly direction, parallel to and 145 feet North of the above mentioned South line, a distance of 70. 9 feet to the West line of said Lot 21 for a corner, which line is also the East right-of-way line of Frederick Street; thence Southerly, along said West line of said Lot 21 and Lot 22 , a distance of 145 feet to the point of beginning, containing . 24 acre. Said Building shall be used only by the Museum for customary museum purposes, and not otherwise without the prior written consent of the City. In addition to the Building, Museum shall have the right to use the City's driveways and parking area adjacent to said Building to the extent that such use does not interfere with the City's use thereof . Said right is revocable at will by the City, and is subject to regulation by the City. SECTION 2 . TERM. The term of this agreement shall commence on the date of execution hereof, and terminate on the tenth (lOth) anniversary thereof, unless sooner terminated as herein provided. SECTION 3 . ALTERATIONS, IMPROVEMENTS, ADDITZONS. No additions, improvements or alterations shall be made to the Building without the prior written consent of the City. SECTION 4 . CUSTODIAL SERVZCES. Museum agrees to provide the necessary materials, equipment and labor to provide all necessary janitorial and custodial services, and to maintain the Building in a clean, safe, orderly and sanitary condition. Museum shall provide a complete and proper arrangement for the adequate sanitary handling and disposal of all trash and other refuse caused by its operations under this agreement. SECTION 5 . MAINTENANCE AND REPAIR. Museum shall at its sole cost and expense, keep and maintain the Building, all improvements, additions or alterations thereto, equipment and landscaping constructed or installed upon the Building, in good condition and repair, which condition shall at all times be based on a standard of care reflecting prudent property management, reasonable wear and tear excepted. Museum shall comr,lit no waste of the Building. SECTION 6. UTILITIES. Museum agrees to pay for all costs and charges for utilities services furnished to Museum from and after the date that Museum commences its operations. SECTION 7 . RENTAL. Museum hereby agrees to pay to City an annual rental of One Dollar ($1 . 00) per year, payable on September 2 of each year during the term hereof. All payments are to be made at the Office of the City Collector of the City of Cape Girardeau or at such other place as City may direct. SECTION 8. ASSIGNMENT OR SUBLEASE. Museum shall not assign or sublease, in whole or in part, the Building without the prior written consent of the City. - 2 - SECTZON 9 . BUILDING DESTRUCTION. If the Building is substantially or totally destroyed, through no fault of either party, neither the City nor the Museum shall be required to rebuild and restore said Building. In the event of said substantial or total destruction, this Agreement shall automatically terminate. Substantial destruction, as used herein, shall mean when the cost to repair the Building exceeds Twenty-Five Thousand Dollars ($25 , 000. 00) . SECTION 10. REPAIR AND REMODELING. The Museum shall be responsible for the expenses and costs of all necessary repairs or authorized remodeling, provided that the City shall maintain the exterior of the building, including the roof. SECTION 11. INDEMNIFICATION. Museum hereby releases and agrees to indemnify, defend and hold harmless the City from all claims, actions, suits, and demands of every kind and description because of bodily injury, including death, and because of damages to property or losses which may arise out of or result from Museum's operations or use of the demised premises whether such operations or use are by Museum, its agents, employees or anyone directly or indirectly acting on its behalf, its patrons, invitees or visitors. SECTION 12 . INSURANCE. Museum shall procure and maintain in effect for the term of this agreement, lability insurance, naming the City as a ca- insured, in an amount not less than One Hundred Thousand Dollars ($100, 000. 00) for one person and One Million Dollars ($1, 000, 000 . 00) for any one accident involving injury, including death, to more than one person, with vandalism, fire and extended coverage insurance naming the City as co-insured, of not less than One Hundred Thousand Dollars ($100, 000 . 00) for any one accident. SECTION 13 . NO WAIVER OF FUTURE BREACH. The failure of the City to insist, in any one or more instances on a strict performance of any of the terms or the conditions of this Agreement, or to exercise any right herein contained, shall not be construed as a future waiver or a relinquishment of the provisions or right, but the same shall continue and remain in full force and effect. The receipt by the City of rent, with knowledge of the breach of any term or condition hereof, shall not be deemed a waiver of the breach and no waiver by the City of any provision hereof shall be deemed to have been made unless expressed in writing and signed by the City. Should the City at some time consent to an assignment of this Agreement or to - 3 - a sublease of the whole or any part of the Building, no further assignment and no further sublease shall be made without the prior written consent of the City. None of the terms or conditions of this Agreement shall be altered, waived, or modified in any manner except by written instrument executed by both parties. SECTION 14 . RIGHT TO ENTER. The City, its agents, servants and employees shall have access to, and shall have right to enter the Building at all reasonable and necessary times to inspect, or for any other purpose reasonably connected with the City' s interest in, the Building. SECTION 15 . TERMINATION. City may enforce the performance of this Agreement in any manner provided by law, but this Agreement may be terminated at City's option if Museum defaults. A default occurs in any one or more of the following events, if Museum: 1. Shall desert, vacate, abandon or discontinue use of the Building for seven (7) consecutive days. 2 . Shall fail to perform or comply with any of the obligations, terms or conditions of this Agreement. 3 . Shall fail to comply with any of the Statutes, Ordinances, rules or regulations of any governmental body. 4 . Shall file a Petition in Bankruptcy, or make an assignment for the benefit of creditors, or be adjudicated a bankrupt or take advantage of any insolvency act. SECTION 16. NOTICE. City may exercise the right of termination provided for herein by giving written notice to Museum twenty (20) days in advance of the effective date of said termination. Any notice or other communication to City or Museum referred to in this Agreement shall be deemed validly given, served and delivered upon deposit in the United States mail, certified with proper postage paid, addressed as follows: City: City Clerk City Hall 401 Independence P. O. Box 617 Cape Girardeau, MO 63702-0617 - 4 - Museum: Cape River Heritage Museum, Inc. 950 West Rodney Cape Girardeau, MO 63701 This agreement shall then terminate as of the date specified in such notice. Default under this Agreement shall entitle the City to declare all remaining installments or rentals to be due and payable immediately, and in the event City shall take possession of the demised premises it may relet the same upon such terms and conditions as it shall deem appropriate, and any deficiency in rental payments shall be and remain the obligation of the Museum. SECTION 17 . PERSONAL AND REAL PROPERTY DISPOSITION, LIEN. At the termination of this Agreement for any reason, except as hereinbefore provided, City shall be entitled to retain as its sole property all real property improvements which have been constructed by Museum. Upon service of notice of termination of this Agreement, Museum shall remove all of its personal property from the Building, within twenty (20) days thereafter, and if Museum fails to remove said personal property, said property may be removed and disposed of by City at Museum's expense. 2v'otwithstanding the above, upon termination of this agreement for any reason, City shall have a lien upon all property, real and personal, of Museum for any sums due City from Museum. SECTION 18. NON DISCRIMINATION. Museum shall not, on the grounds of race, color, creed or national origin, discriminate or permit discrimination against any person or group of persons in any manner prohibited by Title VI of the Civil Rights Act of 1964 , and Part 21 of the Regulations of the Office of the Secretary of Transportation in the use of the Building. City reserves the right to take such action as the United States Government may direct to enforce this covenant. SECTZON 19 . PARTIES BOUND. This agreement shall inure to the benefit of and be binding upon the parties, their successors and assigns. - 5 - . IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. CITY OF CAPE GIRARDEAU, MISSOURI t ATTEST: � � �f� J. onald Fischer, City Manager Juli . Dale, Deputy City Clerk CAPE RIVER HERITAGE MUSEUM, INC. /`-_-/ U"�/" , ATT . Bob White, President � � __ L,_ � . ' � �� " %. / �� . ;/ Dorothy Lell ecret�r , - 6 -