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HomeMy WebLinkAboutRES 86-116 R E S O L U T I O N BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the City Manager be, and he is hereby, authorized to execute a development agreement with the Beaumont Art Museum substantially in the form attached hereto as Exhibit "A. " PASSED BY THE CITY COUNCIL of the City of Beaumont this the day of 1986. - Mayor - DEVELOPMENT AGREEMENT This Development Agreement is made this the day of 19 by and between the City of Beaumont , a municipal corporation of the State of Texas (hereinafter referred to as "City") and the Beaumont Art Museum, a non-profit corporation of the State of Texas (hereinafter referred to as "Museum") . W I T N E S S E T H: WHEREAS , the City is in support of efforts for the continuing revitalization of the downtown area and wishes to encourage the construction of an art museum in the downtown area (herein the "proj - ect") by Museum; and, WHEREAS, the parties hereto deem it to be in their mutual inter- est to co-operate development of an art museum in the downtown area. Accordingly, the City is determined that the public interest can best be served by the execution of this Development Agreement with Museum including a designation that Museum is project developer ; and, WHEREAS , during the effective term of this Development Agreement, the parties to this agreement agree to accomplish respective actions and activities as specified herein. It is understood by all parties to this agreement that this Development Agreement may be cancelled in the event that any of the parties fail to carry out responsibilities as agreed herein or if the project is subsequently determined, and mutually agreed by the participants hereto to be infeasible ; NOW, THEREFORE, for and in consideration of the mutual promises herein contained and with successful project implementation being the Exhibit "A" 4f9-,��� K! common objective, the parties to this agreement do hereby agree as follows : a) City Commitments 1) The City has committed the sum of $196 , 500. 00 Dollars from Tax Increment Zone funds . As available , said money is to be used for public improvements or land acquisi- tion which is necessary for the completion of the project , as provided in the Lease Agreement. 2) The City will accept a donation of that certain real property more fully described in Exhibit "A", attached hereto and made a part hereof by this reference, hereinafter called the "Museum Land" , upon the transfer of the Tucker Tract to the Museum. The transfer of the Museum Land to the City shall be accomplished by the execution of a Special Warranty Deed in the form of Exhibit "B" , attached hereto and made a part hereof by this reference . Simultaneously with the execution of the deed for the Museum Land, the City and the Museum shall execute a lease agreement in the form of Exhibit "C" , attached hereto and made a part hereof by this reference , hereinafter called the "Lease Agreement" . 3) The City will provide free parking for buses trans- porting school children to the museum and for volunteers actually engaged in operation of the project . Such parking shall be near the project , as provided in the Lease Agree- ment . -2- N , 4) City will enter into a Use and Access Agreement to allow the Kaleidoscope Arts and Crafts exhibition to be held in a contiguous downtown area each year as set out in the Lease Agreement. b) Museum Commitments 1) Museum agrees to executed the Special Warranty Deed assigning the Museum Property to City in fee simple and execute the Lease Agreement with City whereby Museum will operate the project as an art museum open to the public and build and complete the Museum as set out therein. 3) Museum will pay for any relocation of all utilities which are required to be relocated for the completion of the project as provided in the Lease Agreement . 4) Museum will be responsible for the purchase of or for obtaining the donation of all necessary real property for the project specifically including the tract heretofore occupied by the Liberty Theatre and generally known as the "Tucker Tract". c) Joint Commitments 1) The parties jointly agree that the term of this agreement shall be from the date of its execution until the execution of the Lease Agreement as above provided unless earlier terminated. 2) This agreement and its terms and conditions are performable in Jefferson County, Texas . Venue of any -3- 414_1lz M litigation arising hereunder shall lie in Jefferson County, Texas . IN WITNESS WHEREOF, the parties hereto have executed this Devel- opment Agreement on the day and year above first written. CITY OF BEAUMONT By: City Manager BEAUMONT ART MUSEUM By: President -4- 'M Lots Numbers Seventy-Three (73) , Seventy-Four (74) , Seventy-Five (75) , Seventy-Six (76) , Seventy-Seven (77) , Seventy-Nine (79) , Eighty (80) , Eighty-One (81) , Eighty-Two (82) , Eighty-Three (83) , and Eighty-Four (84) in Block Number Fourteen (14) of the Origi- nal Townsite of Beaumont , according to the map or plat thereof of record in Volume 488 , Page 249 of the Deed Records of Jefferson County, Texas , together with the north one-half (N 1/2) of the right of way of Fannin Street lying between Blocks Thirteen (13) and Fourteen (14) of the said Original Townsite of Beaumont abandoned by City of Beaumont Ordinance No. 85-32 on March 26 , 1985 , recorded under County Clerk' s Film Code Number 100-99-0249 in the Official Public Records of Real Property of Jefferson County, Texas , reference to which ordinance and the record thereof is hereby made for all purposes . EXHIBIT "A" SPECIAL WARRANTY DEED THE STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS : COUNTY OF JEFFERSON § That Beaumont Art Museum, a Texas non-profit corporation, acting herein by and through its duly authorized officer, hereinafter called "Grantor", whether one or more, in considera- tion of the sum of TEN AND N01100 DOLLARS ($10 . 00) , and other good and valuable consideration, to Grantor in hand paid by the City of Beaumont , a municipal corporation located in Jefferson County, Texas , hereinafter called "Grantee", whether one or more, the receipt of which is hereby acknowledged, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY unto Grantee all that certain property situated in the County of Jefferson, State of Texas , more fully described as follows , to-wit: That certain property more fully described in Exhibit "A" , attached hereto and made a part hereof by this reference; This conveyance is made subject to the following: (1) all restrictions , easements , covenants , conditions and prior conveyances and reservations of minerals and royalties of record in the office of the County Clerk of Jefferson County, Texas , to the extent they are still in effect and relate to the above described property ; and (2) all zoning laws , regulations and ordinances of municipal and other governmental authorities , if any, but only to the extent that they are still in effect, relating to the above described property. TO HAVE AND TO HOLD the said premises , together with all rights , hereditaments and appurtenances thereto belonging, unto Grantee, his successors , heirs , and assigns forever. And Grantor does hereby bind himself, his successors , heirs , executors , administrators , and personal representatives to WARRANT AND FOREVER DEFEND the title to said property unto Grantee, his successors , heirs , and assigns , against every person whomsoever f Y lawfully claiming or to claim the same, or any part thereof, by, through, or under Grantor, but not otherwise. When Grantor or Grantee or both of them are more than one (1) person, or when Grantor or Grantee or both of them are a corporation, partnership, trustee, administrator, executor, or personal representative, this Deed shall read as though pertinent verbs , nouns , and pronouns are changed correspondingly, and pronouns of the masculine gender where used herein shall be construed to include persons of the female sex. When this Deed is executed by or to or by and to a corporation or partnership , references to "heirs , executors , administrators , and personal representatives" shall be appropriately disregarded, and when this Deed is executed by or to or by and to a natural person or persons , references to "successors" shall be appropriately disregarded. EXECUTED this the day of 19 , A.D. GRANTEE' S MAILING BEAUMONT ART MUSEUM ADDRESS : P. 0. Box 3827 Beaumont , Texas 77704 By: type or print name) Its President THE STATE OF TEXAS § COUNTY OF JEFFERSON § This instrument was acknowledged before me on the day of 19 by President .6f the Beaumont Art Museum, a Texas non-pro it corporation, on behalf of said corporation. Notary Public, State of Texas type or print name My commission expires : EXI ,� g—//6 -2- LEASE AGREEMENT STATE OF TEXAS § COUNTY OF JEFFERSON § Agreement of Lease, made on this day of , 19 , between the City of Beaumont , a municipal corporation of the Mate of Texas , hereinafter referred to as "Landlord" , whose mailing address is P. 0. Box 3827 , Beaumont , Texas 77704 , and Beaumont Art Museum, a Texas non-profit corporation, hereinafter referred to as "Tenant" , whose mailing address is W I T N E S S E T H: Art. 1 - Description of Lease Premises 1 . 1 For and in consideration of payment by Tenant of the rental hereinafter reserved to Landlord and the performance by Tenant of the covenants and agreements hereinafter contained to be performed by Tenant, and in accordance with all of the pro- visions hereinafter set forth, Landlord does hereby lease and let unto Tenant, and Tenant does hereby take and lease from Landlord, the following described real property and premises (the "leased premises") ; That certain land more fully described in Exhibit "A", attached hereto and made a part hereof by this refer- ence, hereinafter called the "Land" , and the art museum building, parking facilities , landscaping, and other improvements to be constructed on the Land by Tenant, which improvements are hereinafter called the "Build- ing". Art. 2 - Term of Lease The term of this lease shall be for ninety-nine (99) years commencing on the day of , 1986, and terminating ate-59 p.m, on the day o , 2085 , if not sooner terminated as hereinafter provided. Art. 3 - Rental Tenant shall pay to Landlord as rent hereunder the sum of ONE DOLLAR ($1 . 00) per year payable on the day of of each calendar year of the term of this Lease commencing on the day of 1986 . Art . 4 - Use and Occupancy 4 . 1 Tenant shall use and occupy the leased premises as an art museum open to the public, for the promotion of the arts and for related purposes , including, but not limited to , the staging of an annual funds-raising arts festival . Tenant agrees to operate the leased premises as an art museum during the full term of this Lease. 4 . 2 Tenant will comply with any and all laws , ordinances , rules , orders and regulations of any governmental authority which are applicable to Tenant ' s operations in and on the leased premises . 4 . 3 Nothing contained herein shall prevent Tenant from charging an admission price for persons to visit the art museum located on the leased premises . C.A Art. 5 - Obligations of Landlord and Tenant 5. 1 Tenant agrees to construct and complete the Building which shall contain not less 15 , 000 square feet of interior space under roof and develop the entire leased premises with improve- ments or landscaping on or before January 1, 1989 . Tenant will pay the cost for any relocation of utilities which are required for the completion of the Building. 5. 2 So long as Tenant operates an' art museum -upon- the leased p-•emises open to the public , Landlord agrees to pay to Tenant the sum of Twelve Thousand Five Hundred and No/100 Dollars ($12, 500. 00) per month commencing on the day the first upon which the Building is completed and occupied by Tenant , hereinafter called the "Occupancy Date" . If the Occupancy Date on any day other than the first day of a calendar month, then Landlord shall pay to Tenant a sum equal to Twelve Thousand Five Hundred and No/100 Dollars ($12, 500 . 00) divided by the number of days in the calendar month in which the Occupancy Date occurs multiplied by the number of days remaining in such calendar month including the day of the Occupancy Date. 5 . 3 The monthly payments fixed in Paragraph 5 . 1 above shall remain constant during the first lease years during the term of this Lease. Said monthly payments shall be revised during every fifth lease year during the term of this Lease, effective on the 1st day of every sixth (6th) lease year hereafter during the term of this Lease (each such sixth Lease year being hereinafter called a "Decision Year") , by written agreement executed and duly authorized in accordance with applicable law by Landlord and the Tenant. If Tenant is dissatisfied with any adjustment in the monthly payments or if Landlord and Tenant cannot agree on any such adjustment, Tenant may, at its option, any time within the first six (6) calendar months of each Decision Year terminate this lease by written notice to Landlord. This Lease shall terminate sixty (60) days after the date of said notice and all obligations under this Lease shall cease and terminate on the date of said notice , excepting only those obligations arising prior to said date of termination. The term "lease year" as used herein shall mean in the case of the first lease year, the period of time commencing on the Occupancy Date to December 31 of the calendar year of the Occupancy Date ; thereafter, lease year shall mean each successive twelve (12) calendar month period following the expiration of the first lease year, except that in the event of the termination of this Lease on any day other than December 31 , then the last lease year shall be the period from the end of the preceding lease year to such date of the termination of the Term of this lease. 5. 4 In addition to the obligations set forth above, and for so long as Tenant operates an art museum on the leased premises open to the public, Landlord agrees to the following obligations : (a) Landlord : shall allow Tenant and its employees , volun- teers , patrons, and guests to use fifty designated parking spaces in the Landlord-owned parking lot lying directly to the East across Main Street from the leased premises during periods of leased premises use , otherwise such spaces may be used for Landlord Civic Center and theater event parking. In addition, the Landlord shall provide free parking for buses transporting school children to the art museum located on the leased premises as available and as directed by Landlord' s Civic Center director at a site convenient to the museum. Parking spaces on the leased premises shall be available for Landlord' s are during periods when the leased premises are not in actual use . Landlord agrees to submit written requests to use any of the parking described in this subparagraph prior to the dates upon which such are request- ed; provided, however, that nothing contained herein shall be construed as allowing Landlord to in any manner use the -2- parking areas described herein during any period of time in which the leased premises are in actual use. (b) Landlord shall allow Tenant to use the leased premises and portions of the area around the Landlord-owned property known as Julie Rogers Theater, the Civic Center , and River Front Park, and block-off certain city streets all as shown on Exhibit "B" , attached hereto and made a part hereof by this reference , for the operation of the annual fund-raising art festival of Tenant, hereinafter called the "Festival". Tenant shall have the right first refusal yo rent the Julie Rogers Theater and/or the Civic Center during the days that the Festival is held, at the then current non-commercial rental rate. Prior to renting the Civic Center or the Julie Rogers theater, Landlord shall give written notice to Tenant of the proposed event for which the facility is to be rented during the days of Festival . Tenant shall have sixty (60) days to elect to rent the facility at then current non-commercial rental rate or allow the event proposed by Landlord to be held in facility designated in Landlord' s notice to Tenant . Tenant ' s election to rent the facility for which Landlord has proposed to book an event during the days of the Festival shall be by written notice to Landlord. After the election by Tenant to lease such facility, Landlord and Tenant shall promptly sign a written rental agreement for such facility covering the days of the Festival providing for rent at the then current non-commercial rental rate. The Festival , if held on the downtownsite , shall be held on the weekend (i.e . Saturday and Sunday) of Mother' s Day in each calendar year unless the dates of the Festival are changed upon one (1) year ' s written notice by Tenant to Landlord. Tenant shall give Landlord one hundred eighty (180) days written notice of the dates that the first Festival is to be held on the downtown- site . In the event of inclement weather during the Fes- tival , the Landlord shall allow Tenant to use the interior of the Julie Rogers Theater and the Civic Center for the operation of the Festival to the extent such use does not unreasonably interfere with any other event taking place in such structures and to the extent permitted by existing concession agreements and alcoholic beverage permits on the theater and Civic Center, Landlord shall not enter into future contract and agreements with concessionaires or others with respect to said theater and Civic Center which would unreasonably interfere with the operation of the Festival outside of said structures or the use of the inside of said structures by the Tenant for the Festival other then restrictions on the sale of food and beverages . References to the Civic Center and the Julie Rogers Theater as set forth herein shall mean and refer to those facilities as they presently exist or may hereafter be altered and, if said facilities are destroyed or torn down, to any replacement facility or facilities . The Landlord agrees to cooperate and to use all reasonable efforts to aid the Tenant on staging its Festival at the downtown site as set out in Exhibit "B" , including but not limited to, cooperat- ing in obtaining the necessary licenses and permits to allow the sale of food and alcoholic and other beverages . The Landlord and Tenant shall execute a Use and Access Agreement regarding the Festival implementing the provisions of this subparagraph at least 9 months prior to the holding of the first Festival on the downtown site. (c) The Landlord has committed the sum of $196, 500 . 00 from Tax Increment Zone funds . As available , said money is to be used for public improvements or land acquisition which is necessary for completion of the Building. Art. 6 - Alterations , Additions or Improvements Tenant shall not , without first obtaining the written consent of Landlord, make any alterations , additions or improve- ments in, to or about the leased premises ; provided, however, that such consent shall not be unreasonably withheld. Any work done by Tenant in, to or about the leased premises shall be done in a good and workmanlike manner and without impairing the structural integrity of the Building , and no liens shall attach to the leased premises, or to the Building of which same -are a part. Art. 7 - Activities Increasing Fire Insurance Rates Tenant shall not do or suffer anything to be done in or about the leased premises which will increase the rate for the fire insurance on the leased premises . Art. 8 - Assignment or Sublease Tenant shall not , without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld, assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the leased premises or any part thereof. This covenant shall be binding upon the Tenant and every person to whom Tenant' s interest under this Lease passes by operation of law. Art. 9 - Damage to Building 9. 1 If the leased premises are damaged by fire or any other casualty all insurance proceeds for such casualty shall be payable to Tenant . If the damage to the leased premises is in excess of fifty per cent (50%) of the replacement cost of the leased premises (exclusive of foundations and the Land) immedi- ately prior to such casualty, then Tenant shall have one (1) year from the date of such casualty to elect either to restore the leased premises or to terminate this Lease, which election shall be exercised by written notice to Landlord. If Tenant elects to terminate this Lease under the terms hereof, then Landlord shall have the option for sixty (60) days after the date of Tenant ' s notice of election to terminate this Lease to elect to rebuild the leased premises . Such election to rebuild by Landlord shall be by written notice to Tenant . If Tenant elects to terminate this Lease and Landlord does not elect to rebuild, then Tenant shall retain all proceeds of insurance payable for such casualty loss , and this Lease shall be of no further force and effect : provided, however, that Tenant shall at its cost demolish any structure remaining on the leased premises as promptly as possi- ble after the determination not to rebuild has been made. Such termination shall be effective on the expiration of the sixty (60) day period for Landlord to elect to rebuild provided above. If Tenant elects to rebuild the leased premises , then Tenant shall commence the reconstruction *of the leased- premises promptly after the exercise of its election to rebuild and shall restore the leased premises to substantially the same condition as existed prior to such casualty. If Landlord elects to rebuild the leased premises , this Lease shall not terminate , and Tenant shall deposit the insurance proceeds , if any, in a state or federal bank with offices located in the City of Beaumont , Jefferson County, Texas , selected by Tenant . Such insurance proceeds shall be held in escrow by such bank as a trust fund for the purpose of paying for the cost of rebuilding and repairing the leased premises and the cost of making temporary repairs or doing such work as may be necessary to protect the leased prem- ises against further injury. Such insurance proceeds shall be disbursed in accordance with the provisions of Paragraph 9 . 2 hereof. The bank shall be entitled to reasonable compensation payable out of such fund. If the net insurance proceeds held by the bank, as provided in this Paragraph, shall exceed such cost, �' � 1/� -4- such excess shall belong to and be paid over to Tenant upon completion of and payment for such work. Any rebuilding of the leased premises required to be made by Landlord under this Article shall be made under the supervision of an architect selected by Tenant and shall not be undertaken until detailed plans and specifications for such work shall be filed with and approved by Tenant , which approval shall not be unreasonably withheld. 9 . 2 Any monies 'paid to the Landlord or to a' bunk,' in- the event Landlord elects to rebuild the leased premises in accor- dance with this Paragraph, or to the persons hereafter described in this Paragraph, as the case may be , shall be paid as the work progresses , upon Landlord' s request and against the certificates of the architect in charge of such rebuilding showing that the amount stated in the particular certificate has been paid or is due in respect of such work, together with the names and address- es of the persons , if any, to whom such amounts are due. Until such repair, replacement, restoration, or rebuilding shall have been fully completed for thirty (30) days the total amount so paid over shall in no circumstance exceed ninety per cent (907) thereof. If Tenant or the bank so requests , no such payment shall be made until there shall be submitted evidence reasonably satisfactory that there is not then of record, with respect to any such work, any unsatisfied or undischarged lien or security interest and any unpaid bills for material or labor except such as will be satisfied or discharged upon payment of the amount then requested. If there are no insurance proceeds or if the insurance proceeds are insufficient to rebuild the leased prem- ises , and if Landlord elects to rebuild the leased premises under the terms of this article , then Landlord shall pay the full cost of such rebuilding or any deficiency in such insurance proceeds , as the case may be. 9 . 3 If the damage to the leased premises is less than fifty per cent (507) of the replacement cost of the leased premises (exclusive of foundations and the Land) immediately prior to such casualty, then Tenant shall promptly after such casualty commence to repair the damage to the leased premises and restore same to substantially the same condition as existed prior to such casual- ty. 9 . 4 Notwithstanding anything contained herein to the contrary, if any casualty occurs to the leased premises repair of which shall cost Twenty Thousand and No/100 Dollars ($20 , 000. 00) in excess of the insurance proceeds available for such casualty or which is not covered by insurance (either of such events being hereinafter called an "uninsured loss") , Tenant shall have one hundred eighty (180) days after the date of an uninsured loss to elect by written notice to Landlord to either repair an uninsured loss or to terminate this Lease. If Tenant elects to repair the uninsured loss , Tenant shall commence to repair the uninsured loss promptly after the exercise of its election to repair hereunder and shall restore the leased premises to substantially the same condition as existed prior to the uninsured loss . If Tenant elects to terminate this Lease as set forth above on such uninsured loss , then Landlord shall have the option for a period of sixty (60) days after notice of such election to terminate by Tenant to elect to repair the uninsured loss and to continue the lease in full force and effect . If Landlord elects to repair the uninsured loss under the terms of this Paragraph, then Landlord shall promptly proceed to make such repairs as are needed to restore such uninsured loss to the leased premises , which resto- ration shall be done under the same terms and conditions as a rebuilding by Landlord under the terms of Paragraphs 9 . 1 and 9 . 2 on an insured casualty loss , including , but not limited to, the payment of any insurance proceeds to a bank, as more fully provided above. If the Tenant and Landlord elect not to repair as provided above , Landlord shall demolish any remaining �a �41� -5- T structures on the leased premises . Tenant upon such demolition shall pay Landlord the cost thereof out of any insurance proceeds up to the full amount thereof. Any cost in excess of the insurance proceeds shall be paid by Landlord. 9. 5 Upon any termination of this Lease under any provisions of this Lease other than on a default on the part of Tenant , Tenant shall be entitled to remove all of the furniture, furnish- ings , and other property of Tenant located on the leased prem- ises . 9. 6 During any period after a casualty loss to the leased premises in which the operations of the Tenant on the leased premises have ceased or have been significantly reduced, the payments made by Landlord to Tenant under Subparagraph 5 . 2 shall be equitably adjusted. Art . 10 - Insurance and Waivers of Subrogation 10. 1 Tenant shall procure and maintain Texas multiperil form hazard insurance coverage on the leased premises in not less than the full insurable value thereof. Such hazard insurance shall name Tenant as the named insured and shall provide that it shall not be cancelled or amended without thirty (30) days written notice to Landlord. Any loss payable under said policy of hazard insurance shall be adjusted by Tenant and shall be paid to Tenant to be used in the repair or rebuilding of the leased premises or to be retained by Tenant if this Lease is terminated after a casualty loss . 10. 2 Tenant shall procure and maintain all insurance which it deems necessary for its protection against loss of or damage to any of its property in or on the leased premises . Art . 11 - Eminent Domain 11 . 1 If the whole or any part of the leased premises shall be taken under the power of eminent domain, this Lease shall terminate as to the part so taken on the date, hereinafter called the "taking date" , that Tenant is required to yield possession of the whole or part of the leased premises so taken. The term taking date shall also mean and refer to the date of any other transfer of possession of any part or all the leased promises to a condemning authority under power of eminent domain. On any taking of all of the leased premises by power of eminent domain this Lease shall terminate on the taking date and the rent reserved herein shall abate. If less than all of the leased premises shall be taken by power of eminent domain, then Tenant shall have one hundred eighty (180) days after the date of such taking to exercise an option to terminate this Lease or to keep this Lease in full force and effect. Such option shall be exercised by written notice to Landlord. 11 . 2 All compensation awarded for any taking of the leased premises under power of eminent domain shall be the property of Tenant and Landlord hereby assigns its interest therein to Tenant . 11 . 3 The term "eminent domain" as used herein shall include the exercise of any similar governmental power and any purchase or other acquisition in lieu of condemnation. Art . 12 - Landlord ' s Remedies on Default If Tenant defaults in the payment of rent payable hereunder , or defaults in the performance of any of the other covenants or conditions hereof, Landlord may give Tenant notice of such default ; and if Tenant does not cure any default covering the payment of Rent or other sums of money hereunder within thirty (30) days , or other default within sixty (60) days , after the giving of such notice (or if the default is of such nature that it cannot be completely cured within such period of time, if Tenant does not commence curing such default within such sixty [60] days and thereafter proceeds with reasonable diligence to cure such default) , then Landlord may terminate this Lease by written notice to Tenant, or in the alternative Landlord may reenter and take possession of the leased premises and remove all persons and property therefrom, without being deemed guilty of any manner of trespass . If this Lease shall have been terminated by Landlord, Landlord may at any time thereafter resume pos- session of the leased premises by any lawful means and remove . Tenant or other occupants and their belongings and property therefrom. Art. 13 - No Waiver of Covenants or Conditions The failure of either party to insist on strict performance of any covenant or condition hereof, or to exercise any option or election herein contained, shall not be construed as a waiver of such covenant , condition, option or election in any other in- stance. This Lease cannot be changed, amended or terminated orally. Art. 14 - Quiet Enjoyment Landlord covenants that if, and so long as , Tenant pays the rent herein reserved and performs the covenants hereof, Tenant shall peaceably and quietly have, hold and enjoy the leased premises for the term of this Lease, subject to each and all of the covenants and provisions of this Lease . Art . 15 - Headings The headings of the several Articles in this Lease are intended for convenience and reference purposes only and shall not be taken into consideration in any construction or interpre- tation of this Lease or any of its provisions . Art . 16 - Binding Effect The provisions of this Lease shall apply to, bind, and inure to the benefit of the Landlord and Tenant and their respective heirs , executors , administrators , successors and assigns ; provid- ed, however , that the inclusion of assigns in this sentence shall not be construed to permit any assignment in violation of the covenants herein contained. Art . 17 - Construction 17 . 1 This Lease , and any and all amendments , modifications or other writings pertaining thereto, shall be construed under and pursuant to the laws of the State of Texas . 17 . 2 In the event that any provision hereof, or the appli- cation thereof to any person or circumstance , shall be adjudged invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and enforced to the fullest extent permitted by law. 17 . 3 In construing this Lease , masculine or feminine pronouns shall be substituted for those neuter in form, and vice versa, and plural terms shall be substituted for singular and singular for plural in any place in which the context so re- quires . /-,t/_� -7- k �• fY 17. 4 Any notice or demand required or permitted to be given by the terms of this Lease shall be in writing and shall be deemed to have been duly given only if delivered personally or sent by registered or certified United States mail , return receipt requested, in a postpaid envelope properly addressed to the party entitled to receive such notice . Notices shall be addressed to the parties at their respective addresses set forth above, or to such other address as the parties may later desig- nate by written notice given as provided herein. Notice shall be deemed to have--, been duly given', -it delivered' personally, upon the delivery thereof, and if mailed, upon the earlier of (a) the actual receipt thereof, or (b) three (3) business days after the mailing thereof, provided that such notices , if mailed, are addressed and transmitted as herein required, with full postage prepaid. IN WITNESS WHEREOF, Landlord and Tenant have executed (or caused to be executed by their duly authorized officers or agents) this Lease, all as of the day and year first above written. CITY OF BEAUMONT By: (type or print name) Its City Manager BEAUMONT ART MUSEUM By: (type or print name) Its President , ���� -8- 4 a All of Block Number Fourteen and Lots Numbers Sixty-Nine (69) through and including Seventy-Two (72) in Block Number Thirteen (13) of the Original Townsite of Beaumont, according to the map or plat thereof of record in Volume 488 , Page 249 of the Deed Records of Jefferson County, Texas , together the abandoned right of way of Fannin Street lying between said Block Number Fourteen (14) and Block Number Thirteen (13) of the original Townsite of Beaumont abandoned by the City of Beaumont Ordinance No. 85-32 on March 26, 1985 , recorded under Co,inty Clerk' s Film Code Number 100-99-0249 in the Official Public Records of ',Real Property of Jefferson CouAty, Texas , reftrence to 'which ordinance and the record thereof is hereby made for all purposes . EXHIBIT "A" TO EXHIBIT "C"