Loading...
R-08-01-10-9A1 - 1/10/2008 RESOLUTION NO. R-08-01-10-9A 1 WHEREAS, the Williamson County Historical Museum ( "'Museum" ) has sought the loan of and has agreed to keep, display and maintain an antique pumper fire truck provided by the City of Round Rock, and WHEREAS, the City Council desires to enter into a Loan Agreement with the Museum for the placement of the referenced truck, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City, a Loan Agreement with Williamson County Historical Museum, a copy of said agreement being attached hereto as Exhibit "A" and incorporated herein for all purposes . The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 10th day of January, 0 8 i NYLE LL, ayor CiK o0f Round Rock, Texas ATTEST: Ali DL-toll SARA L. WHITE, City Secretary O:\wdox\RESOLUTI\R80110A1.WPD/rmc THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF WH LIAMSON § LOAN AGREEMENT This Agreement is made by and between the following parties: Lender: (1) THE CITY OF ROUND ROCK, TEXAS, a home-rule municipality located in the Counties of Williamson and Travis,the State of Texas. Such Lender shall herein be referred to as"City." Museum Recipient: (1) THE WILLIAMSON COUNTY HISTORICAL MUSEUM, acting by and through its duly-constituted Board of Directors, with offices located at 716 S. Austin Avenue, Georgetown, Texas, 78626. Such Museum Recipient shall herein be referred to as"Museum." RECITALS: WHEREAS,Museum has affirmatively represented that it is a museum meeting the legal definition thereof found in Vernon's Texas Codes Annotated, Property Code, Section 80.001 et seq. (as may be amended), that being an institution located in the state of Texas which is operated by a nonprofit corporation, and which is primarily educational, scientific or aesthetic in purpose, and which owns,borrows or cares for and studies, archives or exhibits property; and WHEREAS, Museum has sought the loan of and has agreed to keep, display and maintain an antique pumper fire truck provided by the City, which shall herein be referred to as the"Truck"; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder, NOW,THEREFORE,WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 00122922/ps EXHIBIT "All 1.00 EFFECTIVE DATE; INITIAL TERM; RENEWAL TERMS This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is renewed,or is terminated as provided herein. The initial term of this Agreement shall commence on the day of the month of ,2007, and shall continue there from for a period of fifteen(15)years. This Agreement may thereafter be renewed for three (3) additional periods of five (5) years each,provided that both parties agree in writing to so renew at least sixty(60)days prior to the then-current expiration date of this Agreement. Renewals shall be for the original terms and conditions plus any changes approved in writing by both parties. 2.00 SUBJECT OF LOAN Museum affirmatively states that it has sought the loan of an antique pumper fire truck and associated attachments and display items from the City. Museum shall assign the Truck a Loan Number once this Agreement has been properly executed by the Parties and the Museum has taken custody of the Truck. Museum shall provide the City with the Loan Number once it has been assigned. A detailed inventory of the referenced Truck is delineated in Exhibit"A"attached hereto and incorporated herein by reference for all purposes. 3.00 CITY'S AGREEMENT TO LOAN; MUSEUM'S AGREEMENT TO MEET TERMS AND CONDITIONS IN EXCHANGE FOR LOAN City agrees to place the referenced Truck on loan to Museum, for the period of time specified herein, subject to Museum meeting the terms and conditions of this Agreement. As used herein, the word "loan" shall mean the physical transfer of Truck from City to Museum where there is no transfer of ownership and no surrender of legal title by City or its successors or assigns. Such loan is for a specified time and for specific purposes, such purposes being primarily for exhibition, when proper facilities are available, and secondarily for approved research, study, or other educational purposes consistent with the goals and policies of Museum. City affirmatively states that City retains title to the property and that City or his successors or assigns intend to return to take physical possession of the property in the future should this Agreement terminate. Museum agrees to meet all of the terms and conditions contained in this Agreement, actually rather than substantially, in exchange for receipt of the Truck. 2 4.00 TERMS AND CONDITIONS TO BE MET BY MUSEUM 4.01 Care and Exhibition. Museum will exercise the same care for the Truck as it does in the safekeeping of comparable property of its own. Museum acknowledges that it is accepting the Truck AS-IS, and the City has made no warranties or assurances as to its condition. City hereby grants Museum the right to examine the Truck according to standard curatorial practices. Museum agrees that any information so gathered will remain confidential unless released by specific written consent of the City. Any evidence of damage or loss to the Truck will be immediately disclosed to City in writing upon discovery by Museum. 4.02 Reproduction and Credit. Museum may photograph or otherwise reproduce the Truck for an exhibit catalog, educational purposes, loan-related publicity, and condition documentation purposes. No other reproduction or use will be undertaken without specific written permission from City. Copies of any catalog or any other material bearing the description or images of the Truck will be sent to the City. Unless otherwise instructed in writing,Museum will give credit to the City as specified in Exhibit`B" attached hereto and incorporated herein by reference for all purposes. 4.05 Access. Museum agrees that it shall cooperate and collaborate with City in developing an agreement between the parties to allow the City reasonable access to the Truck when necessary. 4.06 Packing,Shipping,and Transportation. Museum will make arrival and departure condition records of the Truck. City shall be entitled to prescribe and approve methods of packing, shipping, and transportation, to which both City and Museum must agree in writing. City and Museum will agree to the apportionment of costs for packing, shipping, and transportation in writing. The Museum will return the Truck in the same manner, unless otherwise agreed to in writing by the City. 5.00 CARE AND CONSERVATION OF THE TRUCK At all times after receipt of the Truck and throughout the term of this Agreement and any subsequent renewal terms, Museum agrees to provide proper care, conservation, safekeeping, exhibition, and storage of the Truck under conditions insuring the preservation and availability of 3 the Truck, all in keeping with the highest professional standards. Museum agrees to ascertain that the display environment of the Truck meets or exceeds minimally accepted museum standards for conservation and security. Museum agrees to be responsible for the costs necessary to protect the Truck, but Museum shall not transfer possession or alter in any way any items from the associated with the Truck or the Truck itself without the express written permission of City. Museum further agrees to cooperate with City should City determine that conservation measures are necessary while the Truck is in Museum's possession, including temporary removal of the Truck and providing necessary access. 6.00 INSURANCE At all times after receipt of the Truck, and throughout the initial term of this Agreement and any subsequent renewal terms, Museum shall procure and maintain at its sole cost and expense adequate insurance on the structure and contents to satisfy any claims for injuries, damages or losses of whatever nature which might arise from or in connection with any subject matter of this Agreement. Such insurance shall be from a company licensed and admitted to do business in the state of Texas and, upon request, copies of all insurance policies shall be furnished to City. All required insurance shall state in writing that City is named as an additional insured as to all applicable coverage on the Truck, and that any notices of cancellation, non- renewal or material changes must be made at least thirty (30) days in advance of effect. As to the Truck, the policy shall be adequate to cover the amount for which the Truck could have been sold immediately prior to physical loss or damage which reduces the value of the Truck to the City. 7.00 DEACCESSION PROHIBITED Museum expressly agrees that it shall not have and shall never acquire any deaccession rights whatsoever relating to the Truck including but not limited to any right to remove, dispose of, appropriate, sell,trade,give or donate any items from the Truck. 8.00 CITY'S RETENTION OF RIGHT TO LOAN ITEMS FOR CONSERVATION PURPOSES During the initial term of this Agreement and any subsequent renewal terms, City and its designees, successors, and assigns retain the exclusive right to exercise, solely in its or their own judgment and without concurrence, the ability to remove or loan items from the Truck for conservation purposes. In exercising said right, City shall provide Museum with at least fifteen (15) days written notice of its intention to remove the Truck for conservation purposes. 9.00 CONSEQUENCE OF BREACH BY MUSEUM Museum expressly states that it understands and agrees that the Truck shall be held and exhibited when possible by Museum, in strict accordance with the terms of this Agreement, for at least the initial fifteen-year term of this Agreement_ If Museum defaults in the undertaking of any of its obligations under this Agreement, the City shall have the right to terminate this Agreement by giving written notification of termination. Upon receipt by Museum of the aforesaid notification of default, Museum shall have fifteen (15) days to cure such default. If the 4 default has not been cured to the City's satisfaction within fifteen (15) days of receipt of such notice, the City may terminate this Agreement by giving written notice to Museum. 10.00 TERMINATION It is understood and agreed by and between the parties that Museum may not terminate this Agreement during the initial fifteen-year term of this Agreement, with or without cause, without incurring the monetary penalty delineated in Section 9.00 as a consequence of breach. It is understood and agreed by and between the parties that either party terminate this Agreement, with or without cause, upon giving the other party written notice at least ninety (90) days in advance. 11.00 GENERAL AND MISCELLANEOUS 11.01 Modification of Agreement. The terms of this Agreement may be modified only by written Supplemental Agreement hereto, duly authorized by City and the governing body of Museum. 11.02 Assignment and Delegation. The parties hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties under this Agreement without the other party's prior written approval, which approval shall not be unreasonably withheld. 11.03 Applicable Law; Enforcement; Venue. This Agreement shall be enforceable in Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 11.04 Exclusive Agreement. The terms and conditions of this Agreement, including exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to any subject matter hereof. The parties understand and expressly agree that, in the event of any conflict between the terms of this Agreement and any other writing, this Agreement shall prevail. No modifications of this Agreement will be binding on any party unless acknowledged in writing by the duly authorized governing body or representative for each party. 5 11.05 Dispute Resolution. The parties hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach hereof shall be decided by any arbitration proceeding, including without limitation any proceeding under the Federal Arbitration Act (9 USC Section 1-14)or any applicable state arbitration statute. 11.06 Severability. The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 11.07 Standard of Care. Museum represents that it is experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be.performed in a manner according to generally accepted museum practices. 11.08 Section Numbers and Headings. The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. 11.09. No Waiver. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such waiver or discharge is sought to be enforced. 11.10 Notice. Any notice required by this Agreement shall be sent to the following: To the City: To the Museum: City of Round Rock Williamson County Historical Museum James R Nuse,P.E., City Manager Chris Dyer,Museum Director 221 E. Main St. 716 S. Austin Avenue 6 F: k ;f :L Round Rock,-Texas 78 4 , 66 Georgetown,.Texas 78626 With copy to: 1 J Stephan L. Sheets i City Attorney 3 30-9 E.Main St. f Round.Rock, Texas 78664 This Agreement may be executed in multiple counterparts, which taken together shall be considered one original. IN WITNESS WHEREOF, the parties have executed this Agreement in the capacities hereinafter indicated. SIGNATORIES: CITY OF ROUND ROCK, TEXAS By: NYLE MAXWELL, Mayor ATTEST By: Christine R. Martinez,_City Secretary APPROVED AS TO FORM FOR CITY By: Stephan L. Sheets, City Attorney 7 WILLIAMSON COUNTY HISTORICAL MUSEUM WILLIAMSON COUNTY HISTORICAL MUSEUM, acting by and through the authorized signatory of its duly-constituted Board of Directors FO _ S M,ATTESTATION: FOR MUSE ,DIRECTORS' ACCEPTANCE: I oe- ZA_ ......� 'y t../' /77) 8 EXHIBIT"A" INVENTORY OF LOANED ITEMS The following piece of equipment is the only item to which this Agreement shall apply: • One antique horse drawn pumper wagon assigned City of Round Rock asset number 012094. 9 EXHIBIT"B" CREDIT To BE AFFORDED CITY On any photograph or other reproduction of the Truck for an exhibit catalog, educational purposes, loan-related publicity, and condition documentation purposes,the City shall be credited as set forth below. City of Round Rock Fire Department. 10 Addendum to Loan Agreement Between the City of Round Rock And the Williamson County Historical Museum, Inc. 1. Parties and Interpretation. This instrument is intended as an addendum (the "Addendum") to that certain Loan Agreement dated December 5, 2007, between the City of Round Rock as the Lender and the Williamson County Historical Museum, Inc. as the Museum Recipient (the "Loan Agreement"), regarding an antique pumper fire truck and related accessories (the "Fire Truck"). In the event of a conflict between the Addendum and the Loan Agreement, the terms of this Addendum shall control. 2. Notice to Lender from Museum Recipient. The Museum Recipient hereby informs the Lender in writing at the time of the loan, that such loan is subject to the provisions of Chapter 80 of the Texas Property Code, regarding "OWNERSHIP, CONSERVATION, AND DISPOSITION OF PROPERTY," a copy of which is attached hereto as Exhibit "C", incorporated by reference herein and made a part hereof for all purposes. The parties acknowledge that this Notice is sufficient to comply with all of the requirements of Section 80.008 (a) of the Texas Property Code. 3. Museum's Right to Inspect and Inspection Report. The Museum Recipient reserves the right to have an inspection made of the Fire Truck, either at the Fire Truck's present location or within ten (10) days of its receipt from the Lender, and to furnish such inspection report to the Lender under Section 4.01 of the Loan Agreement ("Inspection Report"). Absent an objection letter from the Lender within ten (10) days of its receipt of the Inspection Report, such Inspection Report shall be prima facie evidence of the condition of the Fire Truck for purposes of this Loan Agreement. 4. Lender's right to Withdraw Fire Truck with Notice. Notwithstanding the provisions of Section 8.00 of the Loan Agreement, if the Lender receives notice from the Museum Recipient that funds are budgeted to be expended upon the Fire Truck for upkeep purposes, the Lender agrees to either (a) notify the Museum Recipient in writing within 30 days of its receipt of the Museum Recipient's notice of Lender's its intention to remove all or part of the Fire Truck and accessories from the Museum Recipient's custody, or(b) to allow the Fire Truck to remain in the possession of the Museum Recipient for not less than 60 days after the expenditure of such budgeted funds on the Fire Truck. 5. Museum's Breach of Agreement. The amount of time allowed by Section 9.00 of the Loan Agreement for the Museum Recipient to cure alleged default(s) after notice shall be enlarged to 60 days from the original fifteen days stated in the Loan Agreement. LENDER: MUSEUM RECIPIENT CITY OF ROUND ROCK WILLIAMSON COUNTY HISTORICAL MUSEUM, INC. BY: BY: NYLE MAXWELL, MAYOR DALE S, PRESIDENT EXIIIBIT "C" PROPERTY CODE TITLE 6A. PROPERTY LOANED TO MUSEUMS CHAPTER 80. OWNERSHIP, CONSERVATION, AND DISPOSITION OF PROPERTY LOANED TO MUSEUM Sec. 80.001. PURPOSES. The purposes of this chapter are to establish the ownership of loaned cultural property that has been abandoned by the lender, to establish uniform procedures for the termination of loans of property to museums, to allow museums to conserve loaned property under certain conditions, and to limit actions to recover loaned property. Added by Acts 1987, 70th Leg., ch. 1076, Sec. 1, eff. Sept. 1, 1987. Sec. 80.002. DEFINITIONS. In this chapter: (1) "Museum" means an institution located in this state and operated by a nonprofit corporation or public agency, primarily educational, scientific, or aesthetic in purpose, that owns, borrows, or cares for and studies, archives, or exhibits property. (2) "Lender" means a person whose name appears on the records of a museum as the person entitled to property held or owed by the museum. (3) "Loan," "loaned," and "on loan" include all deposits of property with a museum that are not accompanied by a transfer of title to the property. (4) "Property" or "cultural property" means all tangible objects, animate and inanimate, under a museum's care that have intrinsic, scientific, historic, artistic, or cultural value. Added by Acts 1987, 70th Leg., ch. 1076, Sec. 1, eff. Sept. 1, 1987. Sec. 80.003. NOTICE TO LENDER. (a) If a museum is required to give a lender notice under this chapter,the museum is considered to have given the lender notice if the museum mails the notice to the lender at the lender's address and proof of receipt is received by the museum within 30 days after the date the notice is mailed. (b) If the museum does not have an address for the lender or if proof of receipt is not received by the museum, the notice is considered to be given if the museum publishes notice at least once a week for two consecutive weeks in a newspaper of general circulation in both the county in which the museum is located and the county of the lender's address, if known. © In addition to any other information prescribed by this chapter, notices given under this chapter must contain, if known, the lender's name, the lender's address, the date of the loan, and the name, address, and telephone number of the appropriate office or official to be contacted at the museum for information regarding the loan. Added by Acts 1987, 70th Leg., ch. 1076, Sec. 1, eff. Sept. 1, 1987. Sec. 80.004. ABANDONED PROPERTY; NOTICE; TITLE TO PROPERTY. (a) Unless there is a written unexpired loan agreement to the contrary, any property on loan to a museum for 15 years or more and to which no person has made claim according to the records of the museum is considered abandoned and, notwithstanding Chapter 72, becomes the property of the museum if the museum has given the lender notice in accordance with Section 80.003. (b) If no valid claim has been made to the property within 65 days after the date of the last notice given under Section 80.003, title to the property vests in the museum free from all claims of the owner and all persons claiming through or under the owner. Added by Acts 1987, 70th Leg., ch. 1076, Sec. 1, eff. Sept. 1, 1987. Sec. 80.005. INTENT TO TERMINATE LOAN; FORM; TRANSFORMATION OF SPECIFIED TERM TO INDEFINITE TERM. (a) A museum may give the lender notice of the museum's intent to terminate a loan that was made for an indefinite term or for a term in excess of seven years. A notice of intent to terminate a loan given under this section must comply with Section 80.003 and must include a statement containing substantially the following information: The records of the Williamson County Historical Museum, Inc. indicate that you have property on loan to it. The museum wishes to terminate the loan. You must contact the museum, establish your ownership of the property, and make arrangements to collect the property. If you fail to do so within 65 days after the date of this notice, you will be deemed to have donated the property to the museum. See Chapter 80, Property Code. (b) If, within 65 days after the date of the notice given under Subsection (a), the lender fails to contact the museum, establish ownership of the property, and make arrangements to collect the property, the property is considered to be donated to the museum. © For the purposes of this chapter, a loan for a specified term becomes a loan for an indefinite term if the property remains in the custody of the museum when the specified term expires. Added by Acts 1987, 70th Leg., ch. 1076, Sec. 1, eff. Sept. 1, 1987. Sec. 80.006. CONSERVATION OR DISPOSAL OF LOANED PROPERTY; CONDITIONS; LIEN; LIABILITY OF MUSEUM. (a) Unless there is a written loan agreement to the contrary, a museum may apply conservation measures to or dispose of property on loan to the museum without a lender's permission if immediate action is required to protect the property on loan or to protect other property in the custody of the museum, or the property on loan has become a hazard to the health and safety of the public or of the museum's staff, and: (1) the museum cannot reach the lender at the lender's last address of record so that the museum and the lender can promptly agree on a solution; or (2) the lender will not agree to the protective measures the museum recommends, yet is unwilling or unable to terminate the loan and retrieve the property. (b) If a museum applies conservation measures to or disposes of property under Subsection(a),the museum: (1) has a lien on the property and on the proceeds from any disposition of the property for the costs incurred by the museum; and (2) is not liable for injury to or loss of the property if the museum: (A) had a reasonable belief at the time the action was taken that the action was necessary to protect the property on loan or other property in the custody of the museum, or that the property on loan constituted a hazard to the health and safety of the public or the museum's staff; and (B) exercised reasonable care in the choice and application of the conservation measures. Added by Acts 1987, 70th Leg., ch. 1076, Sec. 1, eff. Sept. 1, 1987. Sec. 80.007. ACTION TO RECOVER PROPERTY; LIMITATIONS. (a) The two-year limitation on actions to recover personal property prescribed by Section 16.003, Civil Practice and Remedies Code, runs from the date the museum gives the lender notice of its intent to terminate the loan under Section 80.005. (b) No action may be brought against a museum to recover property on loan to a museum for 15 years or more and to which no person has made claim if the museum has complied with Section 80.004. © A lender is considered to have donated loaned property to a museum if the lender fails to file an action to recover the property on loan to the museum within the period specified by Subsection(a). (d) A person who purchases property from a museum acquires valid title to the property if the museum represents that it has acquired title to the property under Subsection(b) or©. Added by Acts 1987, 70th Leg., ch. 1076, Sec. 1, eff. Sept. 1, 1987. Sec. 80.008. NOTICE OF PROVISIONS OF CHAPTER; LENDER'S NOTICES. (a) If, after August 31, 1987, a museum accepts a loan of property for an indefinite term or for a term in excess of seven years,the museum shall inform the lender in writing at the time of the loan of the provisions of this chapter. (b) The lender of property to a museum shall notify the museum promptly in writing of any changes of address or change in ownership of the property. Added by Acts 1987, 70th Leg., ch. 1076, Sec. 1, eff. Sept. 1, 1987. DATE: January 3, 2008 SUBJECT: City Council Meeting - January 10, 2008 ITEM: 9A1. Consider a resolution authorizing the Mayor to execute a loan agreement with the Williamson County Historical Museum for the antique pumper fire truck. Department: Fire Staff Person: Larry Hodge, Fire Chief Justification: Staff recommends the approval of this loan agreement between City of Round Rock, Texas and Williamson County Historical Museum, Boards of Directors for the antique pumper fire truck. This agreement allows the antique pumper fire truck to be placed on exhibition at the museum for public view. Funding: Cost: N/A Source of funds: N/A Outside Resources: N/A Background Information: The Museum has sought the loan of this antique pumper fire truck and has agreed to keep, display and maintain it. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § LOAN AGREEMENT This Agreement is made by and between the following parties: Lender: (1) THE CITY OF ROUND ROCK, TEXAS, a home-rule municipality located in the Counties of Williamson and Travis,the State of Texas. Such Lender shall herein be referred to as"City." - Museum Recipient: (1) THE WILLIAMSON COUNTY HISTORICAL MUSEUM, acting by and through its duly-constituted Board of Directors, with offices located at 716 S. Austin Avenue, Georgetown,Texas, 78626. Such Museum Recipient shall herein be referred to as"Museum." RECITALS: WHEREAS,Museum has affirmatively represented that it is a museum meeting the legal definition thereof found in Vernon's Texas Codes Annotated, Property Code, Section 80.001 et seq. (as may be amended), that being an institution located in the state of Texas which is operated by a nonprofit corporation, and which is primarily educational, scientific or aesthetic in purpose,and which owns,borrows or cares for and studies, archives or exhibits property; and WHEREAS, Museum has sought the loan of and has agreed to keep, display and maintain an antique pumper fire truck provided by the City, which shall herein be referred to as the"Truck"; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; NOW,THEREFORE,WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 00122922/ps P-oS-- ot, 10,Af 1.00 EFFECTIVE DATE; INITIAL TERM; RENEWAL TERMS This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is renewed,or is terminated as provided herein. The initial term of this Agreement shall commence on the day of the month of ,2007, and shall continue there from for a period of fifteen(15)years. This Agreement may thereafter be renewed for three (3) additional periods of five (5) years each,provided that both parties agree in writing to so renew at least sixty(60)days prior to the then-current expiration date of this Agreement. Renewals shall be for the original terms and conditions plus any changes approved in writing by both parties. 2.00 SUBJECT OF LOAN Museum affirmatively states that it has sought the loan of an antique pumper fire truck and associated attachments and display items from the City. Museum shall assign the Truck a Loan Number once this Agreement has been properly executed by the Parties and the Museum has taken custody of the Truck. Museum shall provide the City with the Loan Number once it has been assigned. A detailed inventory of the referenced Truck is delineated in Exhibit"A"attached hereto and incorporated herein by reference for all purposes. 3.00 CITY'S AGREEMENT TO LOAN; MUSEUM'S AGREEMENT TO MEET TERMS AND CONDITIONS IN EXCHANGE FOR LOAN City agrees to place the referenced Truck on loan to Museum, for the period of time specified herein, subject to Museum meeting the terms and conditions of this Agreement. As used herein, the word "loan" shall mean the physical transfer of Truck from City to Museum where there is no transfer of ownership and no surrender of legal title by City or its successors or assigns. Such loan is for a specified time and for specific purposes, such purposes being primarily for exhibition, when proper facilities are available, and secondarily for approved research, study, or other educational purposes consistent with the goals and policies of Museum. City affirmatively states that City retains title to the property and that City or his successors or assigns intend to return to take physical possession of the property in the future should this Agreement terminate. Museum agrees to meet all of the terms and conditions contained in this Agreement, actually rather than substantially,in exchange for receipt of the Truck. 2 4.00 TERMS AND CONDITIONS TO BE MET BY MUSEUM 4.01 Care and Exhibition. Museum will exercise the same care for the Truck as it does in the safekeeping of comparable property of its own. Museum acknowledges that it is accepting the Truck AS-IS, and the City has made no warranties or assurances as to its condition. City hereby grants Museum the right to examine the Truck according to standard curatorial practices. Museum agrees that any information so gathered will remain confidential unless released by specific written consent of the City. Any evidence of damage or loss to the Truck will be immediately disclosed to City in writing upon discovery by Museum. 4.02 Reproduction and Credit. Museum may photograph or otherwise reproduce the Truck for an exhibit catalog, educational purposes, loan-related publicity, and condition documentation purposes. No other reproduction or use will be undertaken without specific written permission from City. Copies of any catalog or any other material bearing the description or images of the Truck will be sent to the City. Unless otherwise instructed in writing,Museum will give credit to the City as specified in Exhibit`B" attached hereto and incorporated herein by reference for all purposes. 4.05 Access. Museum agrees that it shall cooperate and collaborate with City in developing an agreement between the parties to allow the City reasonable access to the Truck when necessary. 4.06 Packing,Shipping,and Transportation. Museum will make arrival and departure condition records of the Truck. City shall be entitled to prescribe and approve methods of packing, shipping, and transportation, to which both City and Museum must agree in writing. City and Museum will agree to the apportionment of costs for packing, shipping, and transportation in writing. The Museum will return the Truck in the same manner, unless otherwise agreed to in writing by the City. 5.00 CARE AND CONSERVATION OF THE TRUCK At all times after receipt of the Truck and throughout the term of this Agreement and any subsequent renewal terms, Museum agrees to provide proper care, conservation, safekeeping, exhibition, and storage of the Truck under conditions insuring the preservation and availability of 3 the Truck, all in keeping with the highest professional standards. Museum agrees to ascertain that the display environment of the Truck meets or exceeds minimally accepted museum standards for conservation and security. Museum agrees to be responsible for the costs necessary to protect the Truck, but Museum shall not transfer possession or alter in any way any items from the associated with the Truck or the Truck itself without the express written permission of City. Museum further agrees to cooperate with City should City determine that conservation measures are necessary while the Truck is in Museum's possession, including temporary removal of the Truck and providing necessary access. 6.00 INSURANCE At all times after receipt of the Truck, and throughout the initial term of this Agreement and any subsequent renewal terms, Museum shall procure and maintain at its sole cost and expense adequate insurance on the structure and contents to satisfy any claims for injuries, damages or losses of whatever nature which might arise from or in connection with any subject matter of this Agreement. Such insurance shall be from a company licensed and admitted to do business in the state of Texas and, upon request, copies of all insurance policies shall be furnished to City. All required insurance shall state in writing that City is named as an additional insured as to all applicable coverage on the Truck, and that any notices of cancellation, non- renewal or material changes must be made at least thirty (30) days in advance of effect. As to the Truck, the policy shall be adequate to cover the amount for which the Truck could have been sold immediately prior to physical loss or damage which reduces the value of the Truck to the City. 7.00 DEACCESSION PROHIBITED Museum expressly agrees that it shall not have and shall never acquire any deaccession rights whatsoever relating to the Truck including but not limited to any right to remove, dispose of, appropriate, sell,trade,give or donate any items from the Truck. 8.00 CITY'S RETENTION OF RIGHT TO LOAN ITEMS FOR CONSERVATION PURPOSES During the initial term of this Agreement and any subsequent renewal terms, City and its designees, successors, and assigns retain the exclusive right to exercise, solely in its or their own judgment and without concurrence, the ability to remove or loan items from the Truck for conservation purposes. In exercising said right, City shall provide Museum with at least fifteen (15)days written notice of its intention to remove the Truck for conservation purposes. 9.00 CONSEQUENCE OF BREACH BY MUSEUM Museum expressly states that it understands and agrees that the Truck shall be held and exhibited when possible by Museum, in strict accordance with the terms of this Agreement, for at least the initial fifteen-year term of this Agreement. If Museum defaults in the undertaking of any of its obligations under this Agreement, the City shall have the right to terminate this Agreement by giving written notification of termination. Upon receipt by Museum of the aforesaid notification of default,Museum shall have fifteen (15) days to cure such default. If the 4 default has not been cured to the City's satisfaction within fifteen (15) days of receipt of such notice, the City may terminate this Agreement by giving written notice to Museum. 10.00 TERMINATION It is understood and agreed by and between the parties that Museum may not terminate this Agreement during the initial fifteen-year term of this Agreement, with or without cause, without incurring the monetary penalty delineated in Section 9.00 as a consequence of breach. It is understood and agreed by and between the parties that either party terminate this Agreement, with or without cause, upon giving the other party written notice at least ninety (90) days in advance. 11.00 GENERAL AND MISCELLANEOUS 11.01 Modification of Agreement. The terms of this Agreement may be modified only by written Supplemental Agreement hereto, duly authorized by City and the governing body of Museum. 11.02 Assignment and Delegation. The parties hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties under this Agreement without the other party's prior written approval, which approval shall not be unreasonably withheld. 11.03 Applicable Law; Enforcement; Venue. This Agreement shall be enforceable in Williamson County, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 11.04 Exclusive Agreement. The terms and conditions of this Agreement, including exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to any subject matter hereof. The parties understand and expressly agree that, in the event of any conflict between the terms of this Agreement and any other writing, this Agreement shall prevail. No modifications of this Agreement will be binding on any party unless acknowledged in writing by the duly authorized governing body or representative for each party. 5 11.05 Dispute Resolution. The parties hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach hereof shall be decided by any arbitration proceeding, including without limitation any proceeding under the Federal Arbitration Act (9 USC Section 1-1.4)or any applicable state arbitration statute. 11.06 Severability. The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion of provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 11.07 Standard of Care. Museum represents that it is experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted museum practices. 11.08 Section Numbers and Headings. The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. 11.09. No Waiver. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such waiver or discharge is sought to be enforced. 11.10 Notice. Any notice required by this Agreement shall be sent to the following: To the City: To the Museum: City of Round Rock Williamson County Historical Museum James R. Nuse,P.E., City Manager Chris Dyer,Museum Director 221 E. Main St. 716 S. Austin Avenue 6 Round Rock,.Texas 78664 Georgetown,.Texas 7.8626 4p With copy to: Stephan L. Sheets City Attorney 30.9 E. Main St. Round Rock, Texas 78664 { 3 This Agreement may be executed in multiple counterparts, which taken together shall be considered one original. IN WITNESS WHEREOF, the parties have executed this Agreement in the capacities hereinafter indicated. SIGNATORIES: CITY O AS By: AX10ftLL,Mayor ATTEST By:_ - City Secretary 41 L• W/ ii+'Z, APPROV AS T FO FOR CITY By: � Stephan Sheets, City Attorney 7 WILLIAMSON COUNTY HISTORICAL MUSEUM WILLIAMSON COUNTY HISTORICAL MUSEUM, acting by and through the authorized signatory of its duly-constituted Board of Directors FO S M,ATTESTATION: FOR MUSE ,DIRECTORS' ACCEPTANCE:. �17 0_e 8 EXHIBIT"A" INVENTORY OF LOANED ITEMS The following piece of equipment is the only item to which this Agreement shall apply: • One antique horse drawn pumper wagon assigned City of Round Rock asset number 012094. 9 EXHIBIT"B" CREDIT TO BE AFFORDEDCITY On any photograph or other reproduction of the Truck for an exhibit catalog, educational purposes,loan-related publicity, and condition documentation purposes,the City shall be credited as set forth below. City of Round Rock Fire Department. 10 Addendum to Loan Agreement Between the City of Round Rock And the Williamson County Hist-orical Museum, Inc. 1. Parties and Interpretation. This instrument is intended as an addendum (the "Addendum") to that certain Loan Agreement dated -5,-,200-T, between the City of Round Rock as the Lender and the Williamson County Historical Museum, Inc. as the Museum Recipient (the "Loan Agreement"), regarding an antique pumper fire truck and related accessories (the "Fire Truck"). In the event of a conflict between the Addendum and the Loan Agreement, the terms of this Addendum shall control. 2. Notice to Lender from Museum Recipient. The Museum Recipient hereby informs the Lender in writing at the time of the loan, that such loan is subject to the provisions of Chapter 80 of the Texas Property Code, regarding "OWNERSHIP, CONSERVATION, AND DISPOSITION OF PROPERTY," a copy of which is attached hereto as Exhibit "C", incorporated by reference herein and made a part hereof for all purposes. The parties acknowledge that this Notice is sufficient to comply with all of the requirements of Section 80.008 (a) of the Texas Property Code. 3. Museum's Right to Inspect and Inspection Report. The Museum Recipient reserves the right to have an inspection made of the Fire Truck, either at the Fire Truck's present location or within ten (10) days of its receipt from the Lender, and to furnish such inspection report to the Lender under Section 4.01 of the Loan Agreement ("Inspection Report"). Absent an objection letter from the Lender within ten(10) days of its receipt of the Inspection Report, such Inspection Report shall be prima facie evidence of the condition of the Fire Truck for purposes of this Loan Agreement. 4. Lender's right to Withdraw Fire Truck with Notice. Notwithstanding the provisions of Section 8.00 of the Loan Agreement, if the Lender receives notice from the Museum Recipient that funds are budgeted to be expended upon the Fire Truck for upkeep purposes, the Lender agrees to either(a) notify the Museum Recipient in writing within 30 days of its receipt of the Museum Recipient's notice of Lender's its intention to remove all or part of the Fire Truck and accessories from the Museum Recipient's custody, or (b) to allow the Fire Truck to remain in the possession of the Museum Recipient for not less than 60 days after the expenditure of such budgeted funds on the Fire Truck. 5. Museum's Breach of Agreement. The amount of time allowed by Section 9.00 of the Loan Agreement for the Museum Recipient to cure alleged default(s) after notice shall be enlarged to 60 days from the original fifteen days stated in the Loan Agreement. LENDER: MUSEUM RECIPIENT CITRO WILLIAMSON COUNTY HISTORICAL MUSEUM, INC. B BY: rAXWELL, MAYOR DALE S, PRESIDENT EXHIBIT "C" PROPERTY CODE TITLE 6A. PROPERTY LOANED TO MUSEUMS CHAPTER 80. OWNERSHIP, CONSERVATION, AND DISPOSITION OF PROPERTY LOANED TO MUSEUM Sec. 80.001. PURPOSES. The purposes of this chapter are to establish the ownership of loaned cultural property that has been abandoned by the lender, to establish uniform procedures for the termination of loans of property to museums, to allow museums to conserve loaned property under certain conditions, and to limit actions to recover loaned property. Added by Acts 1987, 70th Leg., ch. 1076, Sec. 1, eff. Sept. 1, 1987. Sec. 80.002. DEFINITIONS. In this chapter: (1) "Museum" means an institution located in this state and operated by a nonprofit corporation or public agency, primarily educational, scientific, or aesthetic in purpose, that owns, borrows, or cares for and studies, archives, or exhibits property. (2) "Lender" means a person whose name appears on the records of a museum as the person entitled to property held or owed by the museum. (3) "Loan," "loaned," and "on loan" include all deposits of property with a museum that are not accompanied by a transfer of title to the property. (4) "Property" or "cultural property" means all tangible objects, animate and inanimate, under a museum's care that have intrinsic, scientific, historic, artistic, or cultural value. Added by Acts 1987, 70th Leg., ch. 1076, Sec. 1, eff. Sept. 1, 1987. Sec. 80.003. NOTICE TO LENDER. (a) If a museum is required to give a lender notice under this chapter,the museum is considered to have given the lender notice if the museum mails the notice to the lender at the lender's address and proof of receipt is received by the museum within 30 days after the date the notice is mailed. (b) If the museum does not have an address for the lender or if proof of receipt is not received by the museum, the notice is considered to be given if the museum publishes notice at least once a week for two consecutive weeks in a newspaper of general circulation in both the county in which the museum is located and the county of the lender's address, if known. © In addition to any other information prescribed by this chapter, notices given under this chapter must contain, if known, the lender's name, the lender's address, the date of the loan, and the name, address, and telephone number of the appropriate office or official to be contacted at the museum for information regarding the loan. Added by Acts 1987, 70th Leg., ch. 1076, Sec. 1, eff. Sept. 1, 1987. Sec. 80.004. ABANDONED PROPERTY; NOTICE; TITLE TO PROPERTY. (a) Unless there is a written unexpired loan agreement to the contrary, any property on loan to a museum for 15 years or more and to which no person has made claim according to the records of the museum is considered abandoned and, notwithstanding Chapter 72, becomes the property of the museum if the museum has given the lender notice in accordance with Section 80.003. (b) If no valid claim has been made to the property within 65 days after the date of the last notice given under Section 80.003, title to the property vests in the museum free from all claims of the owner and all persons claiming through or under the owner. Added by Acts 1987, 70th Leg., ch. 1076, Sec. 1, eff. Sept. 1, 1987. Sec. 80.005. INTENT TO TERMINATE LOAN; FORM; TRANSFORMATION OF SPECIFIED TERM TO INDEFINITE TERM. (a) A museum may give the lender notice of the museum's intent to terminate a loan that was made for an indefinite term or for a term in excess of seven years. A notice of intent to terminate a loan given under this section must comply with Section 80.003 and must include a statement containing substantially the following information: The records of the Williamson County Historical Museum, Inc. indicate that you have property on loan to it. The museum wishes to terminate the loan. You must contact the museum, establish your ownership of the property, and make arrangements to collect the property. If you fail to do so within 65 days after the date of this notice,you will be deemed to have donated the property to the museum. See Chapter 80, Property Code. (b) If, within 65 days after the date of the notice given under Subsection (a), the lender fails to contact the museum, establish ownership of the property, and make arrangements to collect the property,the property is considered to be donated to the museum. © For the purposes of this chapter, a loan for a specified term becomes a loan for an indefinite term if the property remains in the custody of the museum when the specified term expires. Added by Acts 1987, 70th Leg., ch. 1076, Sec. 1, eff. Sept. 1, 1987. Sec. 80.006. CONSERVATION OR DISPOSAL OF LOANED PROPERTY; CONDITIONS; LIEN; LIABILITY OF MUSEUM. (a) Unless there is a written loan agreement to the contrary, a museum may apply conservation measures to or dispose of property on loan to the museum without a lender's permission if immediate action is required to protect the property on loan or to protect other property in the custody of the museum, or the property on loan has become a hazard to the health and safety of the public or of the museum's staff, and: (1) the museum cannot reach the lender at the lender's last address of record so that the museum and the lender can promptly agree on a solution; or (2) the lender will not agree to the protective measures the museum recommends, yet is unwilling or unable to terminate the loan and retrieve the property. (b) If a museum applies conservation measures to or disposes of property under Subsection(a),the museum: (1) has a lien on the property and on the proceeds from any disposition of the property for the costs incurred by the museum; and (2) is not liable for injury to or loss of the property if the museum: (A) had a reasonable belief at the time the action was taken that the action was necessary to protect the property on loan or other property in the custody of the museum, or that the property on loan constituted a hazard to the health and safety of the public or the museum's staff; and (B) exercised reasonable care in the choice and application of the conservation measures. Added by Acts 1987, 70th Leg., ch. 1076, Sec. 1, eff. Sept. 1, 1987. Sec. 80.007. ACTION TO RECOVER PROPERTY; LIMITATIONS. (a) The two-year limitation on actions to recover personal property prescribed by Section 16.003, Civil Practice and Remedies Code, runs from the date the museum gives the lender notice of its intent to terminate the loan under Section 80.005. (b) No action may be brought against a museum to recover property on loan to a museum for 15 years or more and to which no person has made claim if the museum has complied with Section 80.004. D A lender is considered to have donated loaned property to a museum if the lender fails to file an action to recover the property on loan to the museum within the period specified by Subsection(a). (d) A person who purchases property from a museum acquires valid title to the property if the museum represents that it has acquired title to the property under Subsection(b)or©. Added by Acts 1987, 70th Leg., ch. 1076, Sec. 1, eff. Sept. 1, 1987. Sec. 80.008. NOTICE OF PROVISIONS OF CHAPTER; LENDER'S NOTICES. (a) If, after August 31, 1987, a museum accepts a loan of property for an indefinite term or for a term in excess of seven years,the museum shall inform the lender in writing at the time of the loan of the provisions of this chapter. (b) The lender of property to a museum shall notify the museum promptly in writing of any changes of address or change in ownership of the property. Added by Acts 1987, 70th Leg., ch. 1076, Sec. 1, eff. Sept. 1, 1987.