AGREEMENT BETWEEN THE PARK BOARD OF TRUSTEES OF THE CITY OF GALVESTON AND THE CAVALLA HISTORICAL FOUNDATION CONCERNING OPERATIONS

WHEREAS, the Park Board of Trustees of the City of Galveston (Park Board) is a governmental entity created by statute and charged with the management of Seawolf Park (Park) on , including certain assets found within the Seawolf Memorial Plaza/Museum; and

WHEREAS, the Cavalla Historical Foundation (CHF) is a 501(c)(3) nonprofit corporation, established in 1999 with the purpose of managing, restoring, preserving and displaying USS Cavalla and USS Stewart (Vessels), as well as other donated artifacts, and including the recruitment of volunteers and fundraising for these purposes; and

WHEREAS, there are two (2) Navy contracts (No. N00024-03-C-0201 and No. N00024-03-C- 0202), (Navy Contracts) signed June 30, 2003 by the Park Board and CHF that donated two Naval Vessels, USS Cavalla (SS-244) and USS Stewart (DE-238) in joint ownership to the Park Board and CHF; and

WHEREAS, in the Navy Contracts the Park Board and CHF agreed to 1) assume ownership, custody and control of the Vessels, 2) operate the Vessels as a museum and memorial on static display at the Park, 3) preserve and maintain the Vessels in a good state of repair, 4) allow the government reasonable access to inspect the Vessels on an annual basis, 5) take all steps necessary to comply with instructions from the Government, 6) maintain General Liability Insurance for the museum artifacts of an amount not less than $1,000,000, and to split the cost fifty/fifty between the entities; and

WHEREAS, the CHF and the Park Board (the partners) recognize their mission is to manage, restore, preserve, operate, and maintain the Vessels, and promote them to the public for their historic, educational and memorial importance; and

WHEREAS, the CHF is eligible to receive 75% of 6/8 penny of the Hotel Occupancy Tax (HOT Funds) from the City of Galveston for the purpose of marketing and promoting the Center; and

WHEREAS, the Park Board’s mission is to promote , its beaches and its natural resources, attractions, and heritage; to attract visitors to Galveston Island; and

WHEREAS, the Park Board is responsible to the City of Galveston for the upkeep and maintenance of the Park; and

WHEREAS, the Park Board recognizes its responsibility to maintain, preserve and promote the Vessels and the Park and to mutually work with CHF for these purposes; and

1 WHEREAS, the Park Board is governed by a Board of Trustees and By-Laws, and employs a team of professionals and adheres to an organizational structure which defines areas of responsibility and authority; and the CHF is governed by a Board of Directors and By-Laws, and employs a team of professionals and adheres to an organizational structure which defines areas of responsibility and authority; and

WHEREAS, the Park Board and CHF agree that the interactions between them areis usefully specified in a detailed written agreement,

THEREFORE, the Park Board and CHF do agree as follows:

A. PARK BOARD AGREES:

1. To provide an area within the Park designated as the Seawolf Memorial Plaza / Museum, also known as the American Undersea Warfare Center (Center), for such purposes as to display the memorial site and museum and to provide all CHF employees, Board members and volunteers free parking at the Park when their presence is in connection with the purposes of this Agreement.

2. To promote where when appropriate the Center at the Park in Park Board published and electronic promotions, presentations, and collateral materials.

3. To maintain a mutually agreed upon General Liability Insurance policy on the Vessels and the Center. The Park Board and CHF will split the cost of the insurance 50/50. Insurance is defined as general liability insurance in an amount not less than $1,000,000, and public sector commercial inland marine insurance in an amount of no less than $150,000 as required by the Department of the Navy.

4. To 1) provide staff to sell tickets and collect fees from visitors to the Center, 2) to split the Center entrance fees 50/50 with the CHF after Center operational costs have been deducted. Operational costs are defined as utilities, one half of the cost of CHF youth overnight program background checks and insurance (as insurance is defined in paragraph A3). Each month the Park Board will provide to CHF its 50% portion of the entrance fees collected for admittance into the Center.

5. To provide CHF a monthly accounting of total gate receipts by category and day, together with supporting details for any and all deductions held by the Park Board, such as CHF contributions for utilities, background checks and insurance. Reports will include accounting for incentive programs and refunds as well.

6. To provide daily litter control and regular landscaping services in public areas of the Center, and outside of the Vessels, including the shoreline south of the USS Stewart, and to provide mobile restrooms (property of the Park Board) and to maintain and clean them daily.

2 7. To provide, where and when possible and with full cooperation of the CHF, financial resources to the improvement, repair and enhancement of the Center.

8. To provide to the CHF an updated copy of the Park Board Emergency Preparedness Plan.

9. To copy CHF on all communications sent to or received from the Department of the Navy.

10. To obtain written approval, emails are acceptable, from the CHF’s Board or Executive Director before committing the use of the military displays or other areas inside of the Center.

11. To coordinate with CHF on hours of operation of the Park and to provide reasonable notice on decisions that affect early closure of the Park. The Park Board will maintain final determination regarding changes to Park hours.

12. To respect the hierarchy of the CHF’s management and staff, communicating operational needs directly to the CHF Executive Director and refraining from giving direct instruction to CHF staff. If the CHF Executive Director does not resolve the issues, communication should be to the CHF President. The CHF President and Park Board Liaison will bring the issue forward to the Boards of the Park Board and CHF.

13. To not commit discounts or give complimentary visitor entrance to the Center, without the express approval of the CHF Executive Director, except for officials, the press and other dignitaries at the Park Board’s discretion.

14. To add a CHF representative to the Park Board Parks and Amenities Committee as a voting member.

15. To designate two reserved parking spots in the main parking lot for CHF staff.

16. To maintain work areas and properly dispose of all debris created from special projects and routine maintenance and to place no permanent or semi-permanent asset within the Center unless coordinated with the CHF Executive Director.

B. CHF AGREES:

1. To provide free and clear access to the Vessels and to the Center for Park Board employees, Trustees and affiliated entities, such as members of the press, tourism industry or City of Galveston representatives when their presence is in connection with the purposes of this Agreement.

3 2. To provide keys to the Park Manager for all egress and ingress points to the Vessels and to maintain the interiors of the Vessels presentable and in good working order.

3. When appropriate, to promote the Park as the home of the Center in CHF published and electronic promotions, presentations, and collateral materials.

4. To split the cost of the Insurance as defined in paragraph A3 on the Vessels and the Center with the Park Board 50/50.

5. To actively fundraise for the purpose of restoring, improving, operating, maintaining, and promoting the Center and its historical assets. Actions include: 1) obtain grant funding from the Arts and Historic HOT Funds, 2) use those funds obtained through grants, fundraising and direct solicitation for the upkeep, maintenance and realization of improvements of the Artifacts, including the Vessels in the Center, and 3) to assist in fundraising for the purpose of new capital investment and building projects as agreed upon by the partners to improve access to, or presentation of, the Vessels.

6. To obtain the written agreement, emails are acceptable, from the Park Board for any funding requests that either commit CHF or Park Board to specific actions or materially affect the structure of the Vessels or the Park. Written agreement from the Park Board is not required for solicitations of HOT Funds or donations from private foundations, persons or companies and where the funding does not commit or require any specific actions or does not affect the Vessels or the Park.

7. To work collaboratively with the Park Board in the continual development of proposed buildings or other capital improvements of the Center. All proposed buildings or other capital improvements must first be approved by the Park Board of Trustees. City Council must approve all capital investments that will cost over $125,000.

8. To actively maintain the designation status of the Vessels as historic assets on the National Register of Historic Places.

9. To obtain written approval, emails are acceptable, from the Park Manager prior to committing the use of any Park facilities, including the Pavilion, parking areas, green spaces or other areas outside of the Center.

10. To respect the hierarchy of the Park management and staff, communicating operational needs directly to the Park Manager and refraining from giving instruction to Park staff. If the Park Manager does not resolve the issues, communication should be to Superintendent of Parks or the Director of Operations. If the Superintendent of Parks or the Director of Operations does not resolve the issues, communication should be to the Park Board Trustee that is the

4 liaison to the CHF Board. The Park Board Liaison and CHF President will bring the issue forward to the Boards of the CHF and the Park Board.

11. To not commit discounts or give complimentary entrance to the Park or the Center without the express approval of the Park Board or Park Manager.

12. To serve as the institutional liaison for the Park Board and CHF with the Department of the Navy; to execute a program of ongoing compliance activities required by the Navy Contracts on the Vessels and share the results of compliance reviews with the Park Board; to keep the Park Board informed of activities or proposed Navy activities for the Center and to copy the Park Board on all communications sent to or received from the Department of the Navy.

13. To recognize that the Park Board is in charge of Emergency Preparedness and Disaster Recovery for the Park, including closing the Park, evacuating from the Park, and re-opening the Park. CHF is in charge of Emergency Preparedness and Disaster Recovery for the Vessels. CHF will work with the Park Board concerning all emergency issues. CHF will communicate with the Park Board Executive Director concerning Vessel / Center closing and re-opening times, if required to differ from those designated by the Park Board, based on Emergency Preparedness and Disaster Recovery for the Vessels.

14. CHF recognizes Park Board is the official media contact/spokesperson for the Park Board’s Emergency Plan and the official media contact/spokesperson for the Park. However, CHF will serve as the official media contact/spokesperson for CHF-coordinated activities related to the Center. If those activities take place in the Park and affect or intersect both CHF and Park Board or Park activities, both parties will seek concurrence on press statements. However, the Park Board remains the Official spokesperson for the Park.

15. To not permit outside vendors at the Center or any other area without the prior written approval, emails accepted, of the Seawolf Park Manager.

16. To allow and cooperate with any FEMA recovery efforts required by the Park Board, including closing areas in the Center if needed for FEMA recover construction.

17. To book and be responsible for all youth overnight programs. CHF will inform the Park Manager as soon as possible in advance any overnight program activities.

18. To park CHF employee and volunteer vehicles in the main Park parking lot, except during loading and unloading or other short-term circumstances.

5 19. To maintain work areas and coordinate with the Park Manager to properly dispose of all debris created from special projects, volunteer days, and routine maintenance.

C. PARK BOARD AND CHF AGREE:

General Principles

(a) To recognize the contributions and collaborative relations of each partner in the management, preservation, promotion and operations of the Center.

(b) To jointly fund operational costs (as defined in paragraph A4), and liability insurance (as defined in paragraph A3) for only the Center from the revenues generated by admissions into the Center. After these costs have been paid, the admission revenues will be split 50/50% between the Park Board and the CHF.

(c) To conduct events and commemorate holidays each year and annotate such events in an annual calendar to be jointly established at the commencement of each year and actively collaborate on programs, holidays, projects and special events that promote and benefit the Center and the Park, including but not limited to Spring Break, Memorial Day, Halloween, Veterans Day, and Pearl Harbor Day.

(d) To have the Park Board and CHF Executive Committees meet regularly no less than bi-annually.

(e) To consult each other on significant changes in programming, policies or activities affecting each other.

(f) To collaborate in the formulation of an annual business plan setting out responsibilities for both parties regarding the Park and the Center. The business plan is to be approved by the Boards of the Park Board and the CHF prior to January 1 of each year.

(g) To jointly develop and fund an annual marketing plan to be used for promotions. Park Board and CHF will work together to include the Center on special multi- park incentive programs (such as the Island Pass). Park Board will invest in the required technologies to manage and report on such incentive programs.

(h) To jointly develop and fund annual work plans relative to the management, major repair and promotion of the Vessels and the Center. Once developed, the joint work plans will be approved by the Park Board and CHF and budgets assigned to the tasks. A review of the work plans will take place by the Executive Committees of the Park Board and CHF at the end of each fiscal year.

6 (i) To jointly ensure proper settlement of 1) monthly payments of gate fees to CHF, including weekly Center visitor attendance numbers describing date, number of entrants to the park in total and by type of entrance fee charged and any expenses or refunds that were deducted and 2) costs related to insurance (as defined in paragraph A3), and operational costs (as defined in paragraph A4), and steps to ensure automatic deduction of those costs from gate receipts in the case that payment is not forthcoming within 30 days.

(j) To share quarterly financial statements, relative to the Park and Center, with each other. These may be exchanged by the Park Board representative at the CHF quarterly meetings.

(k) To develop and implement cross-training programs to educate the staff of both the Park Board and CHF concerning the Park and its history, park hours, history of the Center and Vessels, and any important data regarding the Vessels.

(l) To jointly develop a written procedure for handling complaints by visitors to the Center, which ensures reporting of any complaints or accidents to both the Park Manager and CHF Executive Director.

(m)To collaborate in the development and execution of integrated Emergency Preparedness and Disaster Recovery Plans, where the Park Board is in charge of all Emergency Preparedness and Disaster Recovery for the Park including closing the Park, evacuating from the Park, and re-opening the Park. The Park Board will coordinate with the CHF concerning all emergency issues and will coordinate on the Park Board's Emergency Plan regarding sections and issues affecting the Center. The Park Board has final authority for all emergency issues and FEMA issues. CHF has the final authority and responsibility for emergency issues and will be consulted on all FEMA recover items relating to the Vessels

(n) To establish policies and protocols for the youth overnight programs, including requirements for background checks for staff and volunteers. Park Board and CHF will pay 50/50 for the cost of the background checks. CHF and Park Board agree to establish ratios for the number of adults to children and obtain waivers of liability for all participants.

(o) To collaborate and discuss any proposed changes to entrance fees for the Park and Center.

(p) To jointly cooperate on any FEMA recovery efforts, including closing Center areas as required for FEMA recovery construction. The Park Board has authority for all FEMA recovery. Park Board agrees that it will consult with and include CHF concerning FEMA recovery involving the Center or the Vessels.

(q) To work together to resolve any disputes, and if any disputes are not resolved to agree to mediation. If mediation is not successful, to agree to arbitration as

7 administered by the American Arbitration Association after providing written notice to the Department of the Navy and the City of Galveston.

(r) The Park Board will not charge CHF for any legal costs that are not agreed upon prior to action. The preparation and management of this agreement and other legal matters relating to the relationship between CHF and the Park Board will not be charged to CHF. If there is any third-party litigation concerning the Vessels, Park Board legal counsel will represent and the legal costs will be split 50/50. Park Board will not act as counsel for CHF if a conflict of interest occurs. CHF will notify Park Board if they believe a conflict of interest or potential conflict of interest exists.

(s) To jointly agree and approve all outside vendors for commercial product that could interfere with scheduled activities within the Center.

(t) To jointly share policies and procedures.

(u) To the fullest extent possible, Park Board and CHF will notify each other of organizational visits, work sessions or other activities that would allow for free entrance. Park Board Trustees, Park Board staff, CHF board members and staff may visit without having to notify.

D. TERM

1. The PB and CHF agree that this Agreement can be amended if both parties mutually agree to all terms in the proposed amendment.

2. Any termination of this Agreement would need to comply with all requirements as set out in the Department of the Navy Contract for the Donation of Ex-Stewart and the Contract for the Donation of the Ex-Cavalla.

Signed this day of ______, 2017

AGREED TO:

PARK BOARD OF TRUSTEES OF THE CITY OF GALVESTON

______By: Joyce Calver McLean Chairman

______By: Kelly de Schaun Executive Director

CAVALLA HISTORICAL FOUNDATION

8 ______By: Gary Bell Chairman

______By: Kelley W. Crooks Executive Director

9