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HomeMy WebLinkAbout13760RESOLUTION NO. 13760 A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND THE PUEBLO HISTORICAL AIRCRAFT SOCIETY, A COLORADO NONPROFIT CORPORATION, FOR THE MANAGEMENT OF THE PUEBLO WEISBROD AIRCRAFT MUSEUM AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Agreement between the City of Pueblo, a Municipal Corporation, and the Pueblo Historical Aircraft Society, a Colorado Nonprofit Corporation, dated August 28, 2017 (Agreement), relating to the management of the Pueblo Weisbrod Aircraft Museum, a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved. SECTION 2. The President of City Council is hereby authorized to execute the Agreement on behalf of the City of Pueblo, a Municipal Corporation, and the City Clerk is directed to affix the Seal of the City thereto and attest same. SECTION 3. The officers and staff of the City are directed and authorized to perform any and all acts consistent with the intent of this Resolution and the attached agreement to effectuate the transactions described therein. SECTION 4. This Resolution shall become effective immediately upon final passage and approval. INTRODUCED August 28, 2017 BY: Ed Brown City Clerk’s Office Item # M-6 Background Paper for Proposed Resolution COUNCIL MEETING DATE: August 28, 2017 TO: President Stephen G. Nawrocki and Members of City Council CC: Sam Azad, City Manager VIA: Gina Dutcher, City Clerk FROM: Ian Turner, Director of Aviation SUBJECT: A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND THE PUEBLO HISTORICAL AIRCRAFT SOCIETY, A COLORADO NONPROFIT CORPORATION, FOR THE MANAGEMENT OF THE PUEBLO WEISBROD AIRCRAFT MUSEUM AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME SUMMARY: Attached for consideration is an agreement between the City of Pueblo, a Municipal Corporation (City), and the Pueblo Historical Aircraft Society, a Colorado Nonprofit Corporation (PHAS). The agreement sets out the terms for the management of the Pueblo Weisbrod Aircraft Museum (Museum). PREVIOUS COUNCIL ACTION: City Council approved a previous agreement with PHAS on April 23, 2012 under Resolution No. 12382 for management of the Museum. That agreement was for a five- year period that expired on April 21, 2017. BACKGROUND The Museum has been managed by PHAS since 1989. The previous agreement expired on April 21, 2017. During discussions for the new agreement, PHAS stated its desire for a 10-year term. The longer term is to aid PHAS in fund raising efforts, and has been incorporated into the agreement. The commencement date of the agreement is April 22, 2017 and expiration date is April 21, 2027. FINANCIAL IMPLICATIONS: PHAS is required to submit a funding request to the City Manager by July of each year to be considered for the following calendar year. The budget request shall include all projected and available funds and revenues, as well as anticipated expenditures. BOARD/COMMISSION RECOMMENDATION: None. STAKEHOLDER PROCESS: None. ALTERNATIVES: If City Council does not approve this agreement, PHAS will no longer manage the Museum and the termination process will be carried out in accordance with the old agreement. The City will then assess alternative management options. RECOMMENDATION The Department of Aviation recommends the approval of this agreement. Attachments: Agreement between the City of Pueblo and Pueblo Historical Aircraft Society AN AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION AND PUEBLO HISTORICAL AIRCRAFT SOCIETY, A COLORADO NONPROFIT CORPORATION TO MANAGE THE PUEBLO WEISBROD AIRCRAFT MUSEUM THIS MANAGEMENT AGREEMENT ("Agreement") entered into as of August 28, 2017, by and between the City of Pueblo, a Municipal Corporation, hereinafter referred to as the "City", and the Pueblo Historical Aircraft Society, a Colorado nonprofit corporation, hereinafter referred to as the "Society" or "PHAS." WITNESSETH: WHEREAS, the City owns grounds and museum facilities open to the public and located on a portion of land at the Pueblo Memorial Airport, Pueblo, Colorado, known as the Pueblo Weisbrod Aircraft Museum described in attached Exhibit "A" (the "Museum"); WHEREAS, The Society is a nonprofit volunteer organization having as its members, citizens who are dedicated to the preservation and development of the Museum; WHEREAS, the Society has managed, improved and expanded the Museum since 1989 and has principally financed, designed and managed the construction of a large building for the display and protection of historical military aircraft and equipment either owned by City or currently on loan to the City by various agencies of the United States listed on the attached Exhibit "B" (the "City Historical Aircraft and Military Equipment"), which may be amended from time to time at the City's discretion as the equipment changes, and the historical artifacts owned by or under the control of the Society (the"Society Historical Artifacts"); WHEREAS, Society and City are desirous of entering into an agreement setting forth their respective rights and obligations with respect to the Museum and City Historical Aircraft and Military Equipment. NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, the City and the Society agree as follows: A. City hereby appoints and retains the Society subject to and upon the terms and conditions herein set forth, as an independent contractor, to operate, manage, and promote the Museum commencing for a period of ten (10) years from April 22, 2017, to April 21 , 2027, unless sooner terminated as herein provided. The Society does hereby agree to perform all functions and obligations on its part to be performed under this Agreement in compliance with this Agreement and all applicable laws, ordinances, regulations, and AN AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION AND PUEBLO HISTORICAL AIRCRAFT SOCIETY, A COLORADO NONPROFIT CORPORATION TO MANAGE THE PUEBLO WEISBROD AIRCRAFT MUSEUM THIS MANAGEMENT AGREEMENT ("Agreement") entered into as of , 2017, by and between the City of Pueblo, a Municipal Corporation, hereinafter referred to as the "City", and the Pueblo Historical Aircraft Society, a Colorado nonprofit corporation, hereinafter referred to as the "Society" or "PHAS." WITNESSETH: WHEREAS, the City owns grounds and museum facilities open to the public and located on a portion of land at the Pueblo Memorial Airport, Pueblo, Colorado, known as the Pueblo Weisbrod Aircraft Museum described in attached Exhibit "A" (the "Museum"); WHEREAS, The Society is a nonprofit volunteer organization having as its members, citizens who are dedicated to the preservation and development of the Museum; WHEREAS, the Society has managed, improved and expanded the Museum since 1989 and has principally financed, designed and managed the construction of a large building for the display and protection of historical military aircraft and equipment either owned by City or currently on loan to the City by various agencies of the United States listed on the attached Exhibit "B" (the "City Historical Aircraft and Military Equipment"), which may be amended from time to time at the City's discretion as the equipment changes, and the historical artifacts owned by or under the control of the Society (the"Society Historical Artifacts"); WHEREAS, Society and City are desirous of entering into an agreement setting forth their respective rights and obligations with respect to the Museum and City Historical Aircraft and Military Equipment. NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, the City and the Society agree as follows: A. City hereby appoints and retains the Society subject to and upon the terms and conditions herein set forth, as an independent contractor, to operate, manage, and promote the Museum commencing for a period of ten (10) years from April 22, 2017, to April 21 , 2027, unless sooner terminated as herein provided. The Society does hereby agree to perform all functions and obligations on its part to be performed under this Agreement in compliance with this Agreement and all applicable laws, ordinances, regulations, and resolutions now in effect or hereafter enacted. B. City does hereby delegate to the Society the authority to perform, and the Society agrees that during the term of this Agreement it shall perform the following functions: 1. Operate the Museum as a public museum for the use and benefit of the City and the general public. 2. Accept custody and control all City Historical Aircraft and Military Equipment, and maintain custody and control of all Society property, including, without limitation, Society Historical Artifacts, tools, equipment and furniture ("Society's Property"). 3. Designate the uses to which the Museum may be put, including the authority to schedule all events at the Museum by individual or community groups, and conduct class, lectures, and other public functions, subject to modification by resolution of the City Council. 4. Establish Museum operational times and operate Museum concessions and gate, including the authority to charge reasonable fees, subject to modification by resolution of the City Council. 5. Utilize employees or volunteers reasonably necessary to perform Society's duties, functions, and responsibilities under this Agreement. 6. Assist the City in obtaining all necessary licenses, accreditations, and permits for the operation of the Museum. 7. Assure compliance with Transportation Security Administration ("TSA") and Federal Aviation Administration ("FAA") rules and regulations. 8. Provide routine janitorial services for the Museum and promptly notify the City of any damage to, destruction, breakdown or failure of the Museum, or any part thereof. 9. Maintain and keep in force the following insurance: (a) Casualty and property damage insurance covering Society's Property owned by or under the control of Society. (b) Commercial liability insurance covering Society and all activities conducted by Society, its employees and volunteers in the Museum in an amount not less than $1,000,000.00 per person and $2,000,000.00 per occurrence for personal injury, death, or property damage, including contractual coverage (c) Workers' compensation and unemployment compensation insurance in amounts required by Colorado law. Society shall furnish certificates of such insurance to the Director of Aviation upon request. 10. Include in all material and media promoting or advertising the Museum, the wording: "Sponsored in part by the City of Pueblo." C. The City agrees, subject to available funds being budgeted and appropriated for such functions, that during the term of this Agreement, it shall perform the following functions: 1. Provide police and fire protection to the Museum, including telephone services related to those systems. 2. Furnish all utilities to the Museum, except Society's telephone services, and pay a reasonable premium for Society's liability, casualty, and property damage insurance related to the operation and management of Museum. 3. Include the Museum and its contents under City's casualty and property damage insurance, except for Society's Property owned by or under the control of Society. 4. Maintain the premises and buildings of the Museum in good repair, including roofs and doors. 5. Permit the Society to utilize, without charge, small equipment, accessories, parts, furniture, tools, and vehicles (City property) which are presently used at the Museum, as well as borrow small equipment on a temporary basis, which may be required for the operation of the Museum, from the City's Department of Aviation when such equipment is available, subject to City's liability and training requirements and at the sole discretion of the Director of Aviation. City property used by the Society must be maintained and kept in the same condition in which it was received from the City. The Society shall be liable for any damage to City property which occurred while in possession of the Society. Said property shall remain the property of the City, and ownership of the property shall not transfer to the Society except by separate written agreement. Use of City property shall not constitute a prohibited revenue diversion. 6. Replace City personal property as the City determines in its sole discretion. However, if such personal property requires replacement due to Society's negligence or malfeasance, Society shall bear the cost of repair or replacement. 7. The Director of Aviation shall approve, maintain, terminate, and renew City Historic Aircraft and Military Equipment contracts with the appropriate U.S. Government agencies and update Exhibit "B" as required. 8. The Director of Aviation shall be included as a member of PHAS, and shall be appointed a voting member of the PHAS Management Team. 9. Except in cases of emergency, the City will give three (3) days' notice to the Society of work or repairs to the Museum, where such work or repairs will require the Society to interrupt its normal operations (e.g. having to move aircraft or exhibits, or requiring personnel after normal business hours). D. It is the intent of the parties hereto that a high-quality Museum continues to be operated by the Society for the educational and recreational enjoyment of all citizens of the City, as well as to attract visitors to the City. In furtherance of this intent, the City will list Society in its routine budgetary process along with other non-departmental contractors, and City shall attempt to appropriate and provide annually such sums as the City Council may, in its sole discretion, deem proper to operate, maintain, promote, and manage the Museum and fulfill its obligations under the terms and conditions of this Agreement. Funds appropriated annually to the Museum by the City shall be disbursed to Society quarterly, and shall be expended by the Society for the purposes indicated in the approved budget and consistent with this Agreement. E. It is the intent of the Society to seek financial contributions from the general public, private foundations, and other sources, and to establish educational programs that will enable it to offer programs to all schools in the area. F. The Society shall keep in separate funds or accounts all gifts, endowments, bequests, or devises to the Museum together with income therefrom, and disburse said funds only by bank checks signed by its duly authorized officers or agents for the operation, management, promotion and maintenance of the Museum, unless expenditures are inconsistent with the duties and obligation of the Society toward the donors of such gifts, endowments, bequests, or devises. G. The Society shall maintain proper books of account of all Museum revenues and expenditures (including monies held in trust) and properties, shall make an annual report to the City Manager of its acts and expenditures, and shall submit its books and records to whatever inspection or audit the City Manager may desire from time to time. For purposes of this Agreement, the terms "Museum revenues" and "properties" do not include Society's revenue from various activities not associated with Museum operation and management, members' dues, donations to Society, and Society Historical Artifacts. H. Each July, the Society shall submit to the City Manager a request for funding for the following calendar year. The requested Museum budget shall include all projected and available funds and revenues, as well as anticipated expenditures, and conform to City budget procedures, which will be provided by City to Society. I. All monies and funds realized by the Society either from the operation of the Museum or concessions thereon, or from the City, grants, contributions, gifts, or donations to the Museum, including funds and assets the Society in its sole discretion may elect to donate to the Museum (except those restricted in their use to purposes inconsistent herewith) (all hereinafter "Donations"), shall be used exclusively for the improvement, operation, management, promotion, and maintenance of the Museum for the benefit of the general public. J. This Agreement may be terminated at any time by mutual agreement, or by either party under circumstances and conditions as follows: 1. If either party is in default hereunder, the non-defaulting party may give written notice to the defaulting party specifying the default, and if such default shall continue for thirty (30) days after receipt of such notice (unless such default cannot with due diligence be wholly cured within said thirty (30) day period, in which case the defaulting party shall have such longer period as shall be necessary to cure the default, so long as the defaulting party proceeds promptly to cure the default within such thirty (30) day period, prosecutes the cure to completion with due diligence, and advises the non-defaulting party from time to time, of the actions taken and progress made) the non-defaulting party may terminate this Agreement upon five (5) days prior written notice. 2. The City may cancel and terminate this Agreement at any time after one hundred twenty (120) days written notice to Society. Thereafter, the Society shall, as soon as the City is prepared to accept the management and control of the Museum, but not before the City is so prepared, quit and surrender said Museum, City Historical Aircraft and Military Equipment, and personal property to the City as provided in sub- paragraph J(4). 3. The Society may cancel and terminate this Agreement at any time after one hundred twenty (120) days written notice to the City. 4. In the event of the termination of this Agreement, all City Historical Aircraft and Military Equipment, equipment, supplies and property of all kinds owned by or on loan to the City, or purchased in whole with City funds or non-restricted gifts, contributions or grants received by Society during the term of this Agreement and in possession or control of the Society, shall be delivered to the City, except for such gifts, contributions or grants received by Society for its own purpose other than that of the Museum. All improvements to the Museum, whether made at Society's expense or at the City's expense, and including all fixtures and modifications, shall become the property of the City on the date of termination. All City provided funds and monies in possession of the Society and not expended for their intended purpose shall be delivered to the City immediately. 5. Before expiration of the ten (10) year term of this Agreement, the parties may i n writing extend this Agreement upon terms and conditions which are mutually agreeable. Upon expiration of the ten (10) year term of this Agreement or any extended term, the Society shall quit and surrender the Museum and deliver to City all exhibits, funds, monies and property in accordance with the provisions of sub-paragraph J(4) of this Agreement within sixty (60) days. 6. In the event that either (i) the term of this Agreement is not renewed or extended, or (ii) this Agreement is terminated for any reason, Society shall have the right to store Society's Property in the Museum, at no cost to Society, for a period of six (6) months after the occurrence of either of such events. During said six (6) month period, Society shall either (i) dispose of or otherwise remove Society's Property from the Museum, or (ii) make arrangements with the City for Society's Property to remain in the Museum. K. No structural changes or alterations to the Museum nor new structures or improvements shall be made to or placed on the Museum premises without prior written approval of City. Any non-structural changes or alterations to the Museum that are discussed with and approved by the Director of Aviation will be followed with a letter of approval by the Director of Aviation within ten (10) days, at which time such non-structural changes may be commenced in compliance with said approval. Society shall notify City of such non-structural changes or alterations within thirty (30) days after completion thereof. It is the intent of the parties hereto to work together on capital improvement projects and in identifying sources of revenues, both public and private. The City agrees to review all capital improvement projects recommended by the Society, and further agrees that in the event any proposed capital improvement project is to be financed solely by the Society from private funds, approval of such projects by the City shall not be unreasonably withheld. L. As part of this Agreement, the City transfers custody and control of all City Historical Aircraft and Military Equipment, exhibits, artifacts, and equipment presently at the Museum to the Society, with the authority to add to, maintain and improve such items. Said custody and control shall continue for the effective term of this Agreement. With respect to all City Historical Aircraft and Military Equipment, the Society agrees to assist the City in performing all obligations and requirements of City which exist under or by virtue of the terms of all City Historical Aircraft loan agreements, transfer documents, surplus personal property transfer and contract/work agreements, certificate of title and transfer agreements, and other instruments (collectively referred to as "display agreements"), which apply to any such City Historical Aircraft and Military Equipment, which are the property of the United States or any department or agency thereof or the Colorado Surplus Property Agency, or others having provided items to City under contractual arrangement. Copies of the display agreements are available for inspection at the office of the Director of Aviation during regular business hours. Society shall not be responsible for: (i) any damage or deterioration to City Historical Aircraft and Military Equipment, or (ii) any noncompliance with display agreements, except such damage or noncompliance caused by the gross negligent or willful acts of Society. For the purpose of improving the Museum, the Society shall have the authority to negotiate to sell or trade City Historical Aircraft and Military Equipment, provided same is authorized by the City's Director of Aviation, is permitted under the terms of any applicable display agreement, and specific consent is first obtained from all entities holding an ownership, reversionary or contractual interest in such aircraft, artifacts, display or equipment. However, the City must approve any negotiated sale or trade prior to execution of that sale or trade. M. As a means of fostering communication and cooperation between the City and the Society, the Society may schedule annual appearances before City Council at work sessions to discuss matters concerning the Museum. Society agrees and understands that its operation and maintenance of the Museum is subject to use restrictions and limitations consistent with the general aeronautical purposes of the Airport and its operating certificate. Society shall meet with the Director of Aviation at least semi-annually to review the Society's operation, maintenance, and administration of the Museum. N. The City shall at all times have access, without restriction, to all parts of the Museum while being aware that the Museum has an alarm system and that the City may be responsible for any charges that result from that access. The Society is authorized to enforce City ordinances, rules, and regulations affecting public use of the Museum as may be necessary to insure an orderly operation in the interest of public health and safety, and the preservation of the City Historic Aircraft and Military Equipment. 0. The City shall maintain its present levels of insurance coverage relating to the Museum during the term of this Agreement. P. The relationship between City and Society is purely contractual. Society shall perform its duties hereunder as an independent contractor and not as an employee or agent of the City. Neither Society nor any officer, employee, agent, volunteer, or contractor of Society shall be, or be deemed to be, an employee or agent of the City. Society shall pay when due all required employment and withholding taxes before they become delinquent. Society shall have no authorization, express or implied, to bind the City to any agreement, liability or understanding. Society acknowledges and agrees that Society and its employees and volunteers are not entitled to unemployment insurance or workers' compensation benefits unless Society provides such coverage and benefits, and that City does not pay for or otherwise provide such coverage and benefits. Q. The Society is prohibited from assigning this Agreement to any third persons without the prior consent of the City. Any assignment without the consent of the City shall be void. R. All functions and activities with respect to the administration and operation of the Museum not specifically delegated to Society by this Agreement are reserved and retained by the City. S. Society shall be solely and entirely responsible for its acts and omissions and the acts and omissions of its agents, employees, volunteers, and subcontractors. T. If any provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, the unaffected provisions hereof shall remain in full force and effect. U. This Agreement sets forth the entire understanding between the City and the Society. No change, modification, or amendment shall be valid or enforceable unless set forth in writing and signed by the City and the Society. V. Any notice required under this Agreement shall be in writing and personally served or sent by certified mail, postage prepaid, to: 1. If to City: City of Pueblo Attention: City Manager 1 City Hall Place Pueblo, CO 81003 2. If to Society: Pueblo Historical Aircraft Society Attention: President 31001 Magnuson Avenue Pueblo, CO 81001 or to such other place as City or the Society may from time to time designate in a written notice given to the other party. W. Society and City mutually release and discharge each other from all claims, liability, or damage caused by or arising from any hazard or occurrence covered by casualty and property damage insurance, regardless of the cause of damage or loss. X. This Agreement shall be governed by the laws of the State of Colorado and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and approved assigns. Y. This Agreement is expressly made subject to the limitations of the Colorado Constitution. Nothing herein shall constitute, nor be deemed to constitute, the creation of a debt or multi-year fiscal obligation or an obligation of future appropriations by the City Council of Pueblo, contrary to Article X, §20 of the Colorado Constitution or any other constitutional, statutory or charter debt limitation. Notwithstanding any other provision of this Agreement, with respect to any financial obligation of City which may arise under this Agreement in any fiscal year after 2017, in the event the budget or other means of appropriations for any such year fails to provide funds in sufficient amounts to discharge such obligation, such failure shall not constitute a default by or breach of this Agreement, including any sub-agreement, attachment, schedule or exhibit thereto, by the City. Z. Nothing in this Agreement is intended, nor should it be construed, to create or extend any rights, claims or benefits or assume any liability for or on behalf of any third party, or to waive any immunities or limitations otherwise conferred upon the City of Pueblo, a Municipal Corporation under or by virtue of federal or state law, including but not limited to the Colorado Governmental Immunity Act, C.R.S. §24-10-101, et seq. as amended or as same may be amended. The parties understand and agree that the City's and its officers', agents' and employees' liability for claims for injury to persons or property is controlled and limited by the provisions of§24-10- 101, et seq., C.R.S. as amended. AA. Society, its employees and invitees shall have the right of ingress and egress between the Main entrance of the Airport, as the same now exists or may hereafter be relocated, and the Museum over, upon and through such streets and not others as from time to time shall be designated by the Director of Aviation. Driveways from existing streets into the Museum shall be located as designated by the Director of Aviation. BB. All rights not herein granted to the Society are reserved to City and nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act of 1958, as amended to 49 U.S.C. § 40103(e). CC. City reserves the right to maintain and keep in repair the landing area of the Airport and all publicly owned facilities of the Airport, but shall not be obligated to the Society for any failure to so maintain or keep in repair. DD. There is hereby reserved to the City, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Museum, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used for navigation of or flight in the air, using such airspace or landing at, taking off from, or operating on Pueblo Memorial Airport. EE. It is further understood and agreed that this Agreement is subject to the written prior approval of the Federal Aviation Administration and that the provisions hereof cannot be modified without prior written approval by said Federal Aviation Administration. FF. The Society agrees to indemnify, defend, and save the City, its agents, officers, representatives and employees, harmless from and against any and all penalties, liability or loss including costs and attorney fees resulting from claims or court action, whether civil, criminal or in equity, and arising directly or indirectly out of acts of the Society, his agents, employees, or servants or through any injury or casualty occurring at the Museum. GG. The terms and conditions of this Agreement and Society's rights hereunder are hereby made subject to the provisions of Title III Chapter 1, and other related provisions, of the 1971 Code of Ordinances of the City of Pueblo, and as same may be subsequently amended. In the event of conflict between said Code of Ordinances and any provision herein, said Code shall control. HH. The Society, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land, that the Society shall maintain and operate the Museum in compliance with all requirements imposed pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-assisted programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. II. The Society covenants and agrees that no person on the grounds of race, creed, color, national origin, sex, religion, ancestry, sexual orientation, age, marital status, or mental or physical disability, shall be excluded from employment or application for employment, or from participation in, or denied the benefit of or be otherwise subject to discrimination in the use of the Museum or the furnishing of services thereon. JJ. That in the event of breach of any of the above nondiscrimination covenants, City shall have the right to immediately terminate this Agreement and to re-enter and repossess said land and the facilities thereon, and hold the same as if said Agreement had never been made or issued. KK. The Society by accepting this Agreement expressly agrees for itself, its successors and assigns that it will not make use of the Museum in any manner which might interfere with the landing and taking-off of aircraft from Pueblo Memorial Airport, or otherwise constitute a hazard. In the event the aforesaid covenant is breached, the City reserves the right to enter upon the premises and cause the abatement of such interference at the expense of the Society. LL. This Agreement and all the provisions hereof are subject to all rights the United States Government now has or in the future may have or acquire, affecting the control, operation, regulation, re-entry upon and taking over of the said Airport including the Museum. MM. The Society shall observe faithfully all rules and regulations affecting use of the Airport, whether established by the Director of Aviation, by the City of Pueblo or other political subdivision having jurisdiction, by the State of Colorado or the United States, or agencies thereof, including but not limited to rules affecting the operation of motor vehicles upon, to and from the Airport. NN. The Society, and all officers, agents and employees of Society, hereby agree to be bound by and subject to all the Police Ordinances of the City of Pueblo at all times while on the Airport, whether acting in the course of Society's business or otherwise. 00. The Society represents that it has inspected the Airport and all of its premises and facilities and that it accepts the conditions of same and fully assumes the risk incident to the use thereof. The City shall not be liable to the Society for any damages or injuries to the property or personnel of the Society which result from hidden, latent or other dangerous conditions on the Airport or Museum premises. PP. During the term of this Agreement, Society covenants and agrees to pay promptly all valid taxes and other government charges of whatever nature assessed against or applicable to the premises, or Society or Society's property or operations thereon including, but not limited to, sales and use taxes and possessory interest real estate taxes. Society also covenants and agrees not to permit any mechanic's or material man's lien to be filed against the premises, or any part or parcel thereof by reason of any work or labor performed or materials furnished by any contractor, subcontractor, mechanic or material man. If Society fails to do so, City may pay the amount or take such other action as City deems necessary to remove such claim, lien or encumbrance, without being responsible for investigating the validity thereof. The amount so paid and costs incurred by the City will be deemed costs under this Agreement payable upon demand, without limitation as to other remedies available to City. Society further covenants and agrees to pay promptly when due all bills, debts and obligations incurred by it in connection with its operations on the premises and not to permit the same to become delinquent, and to suffer no lien, mortgage, judgment or execution to be filed against the premises which will be in any way an impairment of the rights of City under this Agreement. QQ. This Agreement is subject and subordinate to the terms, reservations, restrictions, provisions, and conditions of the deed of conveyance from the United States Government to City and of any other existing or future agreement between City and the United States, relative to the use, operation or maintenance of the Airport and its appurtenant facilities, the execution of which has been or may be required as a condition precedent to the participation by any Federal Agency in the extensions, expansions, maintenance or development of said Airport and facilities. RR. Violations of Airport Security Rules shall be sufficient grounds for immediate termination of this Agreement. Executed the day and year first above written. [SEAL] CITY OF PUEBLO A -AL CORPO'; • ATTEST: By: Clerk 1•1 "--(r11117-"Tor--7—City Council PUEBLO HISTORICAL AIRCRAFT SOCIETY, A COLORADO NONPROFIT CORPORATION ATTEST: By: licW,, e0.--;ident Exhibit A Aircraft Museum Pueblo Memorial Airport A parcel of land being a portion of the SW % of the NW 1/4 of Section 30, Township 20 South, Range 63 West, and a portion of the SE 1/4 of the NE % of Section 25, Township 20 South, Range 64 West of the 6th Principal Meridian, being more particularly described as follows: All bearings of this description are based on the line from an aluminum monument stamped P.L.S. No. 16128 in a standard City of Pueblo monument box found on the centerline of Magnuson Avenue at its intersection with the centerline of Skyway Street, and an aluminum monument stamped City of Pueblo found at the W 1/4 corner of said Section 30 to bear N- 86°38'55"-E. Commencing at the aluminum monument located at the W '/4 corner of said Section 30; thence N-84°56'27"-E, a distance of 348.66 feet to a point on the Northerly right-of-way line of Magnuson Avenue at its intersection with the Westerly right-of-way line of Keeler Parkway and the point of beginning for this description; thence S-88°27'39"-W, a distance of 323.68 feet; thence N-01°33'32"-W; a distance of 391.57 feet; thence S-88°27'49"-W, a distance of 161.54 feet; thence N-01°30'29"-W, a distance of 278.08 feet; thence N-88°27'49"-E, a distance of 311.03 feet; thence S-01°32'13"-E, a distance of 39.07 feet; thence S-46°25'18"-E, a distance of 246.99 feet to a point on the Westerly right-of-way line of Keeler Parkway extended Northerly; thence S-01°31'26"-E along said right-of-way line extended and the Westerly right-of-way line of Keeler Parkway, a distance of 455.56 feet to the point of beginning. Containing 5.50 acres more or less. Exhibit B Pueblo Weisbrod Aircraft Museum Vehicles and Aircraft Displays August 4, 2017 National Museum of the United States Air Force North American F-100D Super Sabre, Serial #55-3503 Lockheed F-104 Starfighter, Serial #55-2967 T-37B, Serial #67-22253 F-86D, Serial #52-3653 United States Navy Chance Vaught F-8A Crusader, Serial #145349 Grumman F9F (F9F-8 or AF-9J), Cougar, Serial #Unknown Grumman F11 F-1 (F-11F) Tiger, Serial #141853 Douglas A-4C Skyhawk, Serial #17217 Douglas R4D-5 (SC-47H) Skytrain, Serial#17217 Fairchild C-119F Packet (Flying Boxcar), Serial #131688 Boeing NB-47E Stratojet, Serial #53-2104 Lockheed SP-2H, (SP-2E or P-2V) Neptune, Serial #128402 Lockheed T-33B Seastar(Shooting Star), Serial #137939 North American T-28C Trojan, Serial #140064 North American RA-5C Vigilante, Serial #151629 Boeing B-29 Super Fortress, Serial #46-2022 Beechcraft T-34B Mentor, Serial #144018 Lockheed F-80 Shooting Star, Serial #491872 Sikorsky SH-34J Helicopter, Serial #148002 City/PHAS Owned Items Convair HC-131A Samaritan, Serial #52-5794 Douglas F-6A, Serial #134936 Republic F-84 Thunderjet, Serial #71562 Douglas A-26 Invader, Serial #44-35892 Vertol HC-21 Helicopter, Serial #53-4347 Bell 47-G 9OH13E) Helicopter, Serial #14941 Bell HU-1 Helicopter, Serial #72-21508 Beacon Tower Prototype Air Cushion Research Vehicle (PTACV) Rohr, TTC#3446 Prototype Tracked Air cushion research Vehicle (TACRV or TLVR) Grumman, TTC#B41-1600 Prototype Linear Induction Motor Research Vehicle (LIMRV) Garrett—on loan to Pueblo Railway Museum 1942 Ford Refueler, VIN#98RWH305747 1942 Stearman 1945 Ford Jeep Snow Cab, VIN#273954 (Donated by Pueblo County) 1952 Willys (M38) Jeep, VIN#60839? (donated by Pueblo County) Other McDonnell Douglas F-101A Voodoo, Serial #53-2418 — loaned to museum by private owner