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R-84-644 - 10/11/1984Depot ", and WHEREAS, the Old Depot has been moved to Lions Club Park, and WHEREAS, the Sam Bass Theater Association (SBTA) wishes to use the Old Depot for a performing arts complex, and WHEREAS, the City Council wishes to enter into an agreement with the SBTA for the use and maintenance of the Old Depot, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS ATTEST: J RESOLUTION NO. (O `1' 4 R WHEREAS, the City owns a structure locally known as the "Old That the Mayor of the City of Round Rock, Texas, is hereby authorized and directed to execute on behalf of the City, an agreement for the use and maintenance of the Old Depot, a copy of such agreement being attached hereto and incorporated herein for all purposes. RESOLVED this llth day of October, 1984. LAND, City Secretary Ah b4 MIKE ROBINSON, Mayor City of Round Rock • AGREEMENT BETWEEN CITY OF ROUND ROCK AND SAM BASS'THEATER ASSOCIATION STATE OF TEXAS 5 COUNTY OF WILLIAMSON 4 Ch This agreement is made this the /1 ` day of CKtp , 1984, at Round Rock, Texas, by and between the City of Round Rock, an incorporated city within the State of Texas, hereinafter -1- called "City" and the Sam Bass Theater Association, a community arts association, hereinafter called "SBTA ". PURPOSE OF AGREEMENT The City and SBTA are entering into this agreement in order to provide the City with a Performing Arts complex and to provide SBTA with a permanent facility for the rehearsal, staging, and performance of theatrical productions. CONSTRUCTION OF COMPLEX The Performing Arts complex, hereinafter referred to as "complex ", will be created initially by moving a facility known as the Old Depot to the Lions' Club Park and will thereafter constitute the Old Depot and any additional facilities attached to or built as part of the Old Depot. The move of the Old Depot will be paid by the City. The creation of the permanent foun- dation for the Old Depot will be a joint activity between the City and the SBTA, with the SBTA acquiring materials and supply labor as appropriate. The additional facilities will be constructed by the SBTA, but such facilities will remain city property. All additions will conform to all applicable city code, regulations, and must meet with the approval of the Parks and Recreation Director of the City. The City will waive the cost of building permits, inspections, and other fees normally assessed in such construc- tion projects. The SBTA, in cooperation with other organizations, will have the prerogative of making landscape improvements in the immediate vicinity of the theater, as approved by the Parks and Recreation Director. Such improvements include, but are not limited to, a sign or signs to identify the complex and to inform the public of the next or current production. SCHEDULING The City will maintain the schedule for the use of the complex. In return for improving, expanding, and maintaining the complex, the SBTA will be its primary user and will have priority in scheduling. By October 1st of each year, the SBTA will inform the City of its rehearsal and performance schedules for the next twelve months. The City will then reserve those periods for SBTA use exclusively. After October 1st, other groups can reserve the complex for use during the free periods for suitable performing art activities. The SBTA will be kept informed by the City of planned uses. The SBTA will equip the complex with theatrical lighting, sound systems, and other theatrical equipment and will have exclusive control over the use of that equipment. Other users of the complex must make suitable arrangements directly with the SBTA if their performance requires the theaterical lighting, sound equipment, or any other equipment primarily used and owned by SBTA. The SBTA may charge such users a fee for the equipment, and utilities, used in operating the complex. SECURITY The City and SBTA will have keys to the complex and will have access at all times. Each organization will be responsible for the security of its own key. The City will inform the SBTA in advance if a key is to be loaned to any other individual or organization not a party to this agreement. MAINTENANCE The SBTA will be responsible for the interior and exterior maintenance of the buildings of the complex. It will insure the exterior appearance of the complex is suitable for the setting and is a credit to the City of Round Rock. -2- -3- UTILITIES The City will insure that within a reasonable time after the acceptance of this agreement that sewer, water and electrical services are available to the complex, and that they will construct the initial hook -ups with SBTA assistance. The City will provide free of charge water and sewer operational cost; and SBTA will be responsible for the payment of electrical bills. DURATION, RENEWAL, AND TERMINATION OF AGREEMENT The term of this agreement shall be for the period of fifteen years (15) from the date of this agreement. This agreement can be renewed for an additional term by mutual agreement with no financial obligations to either party. In the event that either party does not wish to renew this agreement for an additional term, such notice of either renewing or not renewing this agreement shall be delivered to the other parties principal place of business ninety (90) days prior to termination of this agreement. This agreement may be terminated by mutual agreement of both parties. If this agreement is terminated prior to the term of the agreement, and such termination is requested by the City, and agreed to by SBTA, the SBTA will be reasonably compen- sated for any additional facitities it has constructed. OWNERSHIP The grounds on which the complex will be situated remains the property of the City. The present buildings and those to be constructed will become the property of the City subject to pro- visions of this agreement. Such property will include permanent interior fixtures such as lights, restroom facilities, dressing room fixtures, seats, carpets, heating and air conditioning equipment, and permanent wiring. In the course of normal main- tenance, the SBTA is authorized to replace this equipment as necessary without specific separate authorization from the city. The SBTA property on the premises will include, but not be limited to, sound equipment, furniture, (other than theater seats), props, costumes, draperies, sets and set construction materials, theatrical intercom sets, and all other property nor- mally associated with the operation of a theatrical group unless specifically excluded in this agreement. RENT For and during the term of this agreement, SBTA shall not be required to pay to the City any rent or charges for the use of the complex unless otherwise indicated in this agreement. NO WASTE, NUISANCE, OR UNLAWFUL USE The SBTA shall not commit, or allow to be .committed any waste on the premises, create or allow any nuisance to exist on the premises, or use or allow the premises to be,used for an unlawful purpose. However, the SBTA shall not be responsible for Non -SBTA organizations who may create such waste, nuisance, or unlawful use. TEXAS LAW TO APPLY This agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder or performable in Williamson County, Texas. PARTIES BOUND This agreement shall be binding on and inure to the benifit of the parties hereto and the respective legal representatives, successors, and assignes except as otherwise expressly provided herein. LEGAL CONSTRUCTION In case any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not effect any other provision thereof and this agreement shall be construed as if such invalid, illegal, or unenforceable provision has never been contained herein. PRIOR AGREEMENTS SUPERSEDED This agreement constitutes the sole and only agreement of the -4- parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the within sub- ject matter. TIME OF ESSESENCE Time is of the essesence in this agreement. Executed the day and year first above written. CITY OF ROUND ROCK Legals 4 AGREE.RR AGREE.RR1 -5- (' 0-e. , rut De Layne H dspeth President of the Board SAM BASS THEATER ASSOCIATION THE STATE OF TEXAS § COUNTY OF WILLIAMSON § BILL OF SALE (GIFT) KNOW ALL MEN BY THESE PRESENTS: THAT the Sam Bass Historical Association of the County of Williamson and State aforesaid, for and in consideration of the City of Round Rock's agreement to restore and place in public use the building described below, have Given, Transferred and Delivered, and by these presents does Give, Transfer and Deliver, unto the said City of Round Rock of the County of Williamson and State of Texas, all of the following described personal property in Williamson County, Texas, to -wit: A 20' X 33' wood frame building presently located next to Stuckeys on I.H. 35 south of Round Rock, said building being the Round Rock Depot (Missouri Pacific) built circa 1900 A.D. Said building was purchased from the Missouri Pacific Railroad and moved to its present location by Elmer Cottrell,,, a long time Round Rock citizen and former mayor. And it does hereby bind itself, its successors and assigns to forever Warrant and Defend the title to the aforesaid property unto the said City of Round Rock, and its successors and assigns, against the lawful claim or claims of any and all persons whom- soever. However,`this transfer is conditioned upon the City restoring - and placing in public use building within two years and in the event the City shall - fail to perform, this - transfer shall become null and void, and title shall revert to the Sam Bass Historical Association and its successors or assigns. ATTEST: EXECUTED this I`1' day of June, A.D. 1979. Secretary SAM BASS HIS 7^ SSOCIATION By: C President THE STATE'OF TEXAS 4. COUNTY OF WILLIAMSON - Before me, the undersigned authority, on this day personally q� appeared 1 (), -n . A v ))(VL , President of the Sam Bass Historical Association, known to me to be the whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office on this the 4 day of June, A.D. 1979. No,ary Public i an. or Williamson County, Texas