HomeMy WebLinkAboutRES 09-136 RESOLUTION NO. 09-136
BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF BEAUMONT:
THAT the City Manager be and he is hereby authorized to exercise the third of five renewal
options by executing the renewal of a Lease and Management Agreement with the
Jefferson Theatre Limited Partnership for a one(1)yearterm beginning May 18,2009, and
ending May 17. The agreement is substantially in the form attached hereto as Exhibit"A"
and made a part hereof for all purposes.
PASSED BY THE CITY COUNCIL of the City of Beaumont this the 12th day of May,
2009.
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STATE OF TEXAS §
COUNTY OF JEFFERSON §
LEASE AND MANAGEMENT AGREEMENT
THIS Lease and Management Agreement is made and entered into this
day of , 2009, by and between the Jefferson Theatre Limited
Partnership, a non-profit corporation of Jefferson County, Texas, hereinafter referred to
as "Landlord," and the City of Beaumont, a municipal corporation in Jefferson County,
Texas, hereinafter referred to as "TENANT."
WITNESSETH :
WHEREAS, the Jefferson Theatre Limited Partnership is interested in having the
City of Beaumont assume the management and operation of the Jefferson Theatre as a
place of public assembly for the promotion of the arts; and
WHEREAS, the City of Beaumont is organized and capable of operating such
facilities and can bring significant expertise, personnel and material resources to bear to
accomplish such tasks; and
WHEREAS, the Jefferson Theatre Limited Partnership is committed to its original
mission of providing quality entertainment for the citizens of Beaumont;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the parties agree as
follows:
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EXHIBIT "A"
1. LANDLORD does hereby demise and lease to TENANT and TENANT
does hereby lease from LANDLORD certain commercial real property located at 345
Fannin Street, Beaumont, Jefferson County, Texas, 77701, containing approximately
33,456 square feet of gross floor area, hereinafter called the "LEASED PREMISES."
2. The term of this lease is one (1) year beginning on the 18`h day of
MAY , 2009, and ending on the 17th day of MAY , 2010. At
the expiration of the term of this lease, TENANT shall have the exclusive option of
renewing this lease for additional one (1) year periods upon the same terms and
conditions provided for in this lease agreement not to exceed five (5) years; provided,
however, that written notice of TENANT's intention not to exercise this option is given to
LANDLORD in writing at least thirty (30) days prior to the expiration of any primary term.
3. The total rent under this agreement is TEN DOLLARS ($10.00), the
receipt and sufficiency of which is hereby acknowledged.
4. The premises are to be used primarily for the purpose of providing a
community venue for public rental for the enjoyment of quality entertainment for the
citizens of Beaumont.
5. LANDLORD acknowledges and agrees that the TENANT will retain
exclusive management, operation and control of the facility, including, but not limited to,
the rental, ticket sales, concessions and the booking of events. All revenue derived
from the management and operation of the facility shall be retained by TENANT.
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6. TENANT shall, in its sole discretion, hire such personnel as it deems
necessary for the proper maintenance and operation of the facility. All such employees
shall be employees or contractors of the TENANT.
7. TENANT shall be solely responsible for and shall perform all exterior and
interior maintenance, repairs and/or replacements of and upon the premises, in all
respects, necessary to maintain the premises in good condition, all at TENANT's sole
cost and expense.
8. TENANT does not intend to assume any debt incurred by LANDLORD or
other outstanding liability existing at the time of the execution of this agreement. Nor
does TENANT intend to assume responsibility for any unforeseen structural problems
not disclosed prior to the execution of this agreement. If there are any mechanic's or
materialmen's liens filed against the premises attributable to any alterations or
improvements or other construction work performed prior to the execution of this
agreement, it shall be the responsibility of the LANDLORD to have same removed by
bonding or payment or otherwise prior to the ultimate conveyance of the premises as
contemplated by this agreement.
9. - LANDLORD acknowledges and agrees that there are certain maintenance
and repair items that it will continue to assume as part of its ongoing responsibility.
These items include the repair or replacement of damaged seating in the balcony, as
well as the Robert Morgan organ. It is contemplated that these repairs will be
accomplished under the direction of the Jefferson Theatre Preservation Society by the
use of existing funds earmarked for these purposes.
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10. By execution of this agreement, TENANT agrees to bear the responsibility
and expense of processing and handling of all claims, challenges and lawsuits against it
and not otherwise that might result from the TENANT's operation of the facility during
the term of this lease.
11. TENANT shall, in its discretion, determine what type of coverage and
maintain such insurance, at its expense, as it deems appropriate to cover and protect
the LEASED PREMISES and its interests therein.
12. TENANT shall pay all utility charges for water, garbage collection, sewer
service, electricity, heat, gas or power used in and about the LEASED PREMISES, and
any and all other utilities, either public or private, consumed by TENANT in and about
the LEASED PREMISES, all such charges to be paid by TENANT to the utility company
or municipality furnishing the same.
13. TENANT shall have no obligation under this lease to make any
improvements to the premises. TENANT may, however, in its discretion, from time to
time make improvements to or additions to the premises. In so doing, TENANT,
recognizes that the premises is listed on the National Register of Historic Places and is
a recorded Texas historic landmark and will use its best efforts to ensure that the
exterior and interior of the landmark are maintained so as to not jeopardize the historic
designation of the structure.
14. It is agreed that any and all equipment, machinery, fixtures, and all other
improvements, whether temporary or permanent, erected on the LEASED PREMISES,
or within the leased facilities by TENANT, shall remain the property of said TENANT
and may be removed at any time during the period of this lease, or at the expiration of
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this lease or during any extension thereof, even though the same may be attached to
the LEASED PREMISES. TENANT recognizes that there is office equipment, furniture
and theatre memorabilia located in the third floor office suite. This property will remain
the property and responsibility of the Jefferson Theatre Preservation Society.
15. Acceptance of the premises by TENANT shall be construed as recognition
that the premises are in a reasonably good state of repair and in sanitary condition.
TENANT shall surrender the premises at the end of the lease term or any renewal
thereof, or if terminated before the end of the term or any renewal, in the same condition
as when TENANT took possession, allowing for reasonable use and wear, or damage
by acts of God, including fires and storms.
16. Partial destruction of the LEASED PREMISES shall not render this lease
void or voidable nor terminate it except as herein provided. If the premises are partially
destroyed during the term of this lease, TENANT shall repair them when such repairs
can be made in conformity with governmental laws and regulations, within a reasonable
period of time after the partial destruction. Written notice of the intention of TENANT to
repair shall be given to LANDLORD within thirty (30) days after any partial destruction.
17. Neither TENANT nor TENANT's legal representative or successors in
interest, by operation or law or otherwise, shall assign this lease, or any interest therein,
or sublet the LEASED PREMISES, or any part thereof, or any right or privilege pertinent
thereto, without the prior written consent of LANDLORD, which consent shall not be
unreasonably withheld. Any assignee approved by LANDLORD must assume in writing
all of TENANT's obligations under this lease and TENANT shall remain liable for each
and every obligation under this lease.
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LANDLORD shall not assign any or all of its interest under the terms of
this lease.
18. LANDLORD and TENANT recognize that the property is encumbered with
certain tax credit obligations that forestall the immediate sale of the property. At such
time as the impediment expires, LANDLORD hereby grants to TENANT the right of first
refusal to purchase the LEASED PREMISES for one dollar ($1.00). Upon the exercise
of this option, LANDLORD agrees to cause to be executed a special warranty deed to
the LEASED PREMISES transferring title to TENANT. TENANT will provide the deed
for execution by LANDLORD.
19. All notices provided to be given under this agreement shall be given by
personal delivery or by certified United States mail, postage prepaid, return receipt
requested, addressed to the proper party at the following addresses:
LANDLORD: Jefferson Theatre Limited Partnership
Attn: Mark Fertitta
P. O. Box 1229
Beaumont, Texas 77704
TENANT: City of Beaumont
Attn: Kyle Hayes, City Manager
P. O. Box 3827
Beaumont, Texas 77704
Any notice given in accordance with this paragraph shall be deemed
delivered if personally delivered or upon deposit in the custody of the United States
Postal Service if mailed. Either party hereto may change its address for the purpose
hereof by sending notice of such change to the other party in accordance herewith.
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20. This agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors, and assigns,
unless otherwise herein provided.
21. 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 are
performable in Jefferson County, Texas.
22. 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 affect other provisions thereof and this
agreement shall be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein.
23. This agreement constitutes the sole and only agreement of the parties
hereto and supercedes any prior understandings or written or oral agreements between
the parties respecting the within subject matter.
24. LANDLORD represents and agrees that it has taken the necessary legal
measures to terminate the lease agreement it had with the Jefferson Theatre
Preservation Society for these premises.
25. This lease agreement supercedes any agreement previously executed for
the term above-specified.
26. It is understood and agreed that TENANT may sublease all or any part of
the facility herein leased and demised to others, retaining all revenues derived from
such subleasing. It is specifically understood by the parties that TENANT intends to
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sublease space to the Jefferson Theatre Preservation Society for use as offices within
the premises. Execution of this agreement is acknowledgment and consent of
LANDLORD to the sublet.
27. Time is of the essence of this agreement.
IN TESTIMONY WHEREOF, the parties to this lease agreement have hereunto
set their hands to duplicate originals on the day of ,
2009.
LANDLORD:
JEFFERSON THEATRE
LIMITED PARTNERSHIP
By:
Attest:
Secretary
TENANT:
CITY OF BEAUMONT
By:
Kyle Hayes, City Manager
Attest:
Tina Broussard, City Clerk
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