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HomeMy WebLinkAboutRES 06-145 RESOLUTION NO. 06-145 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the City Manager is hereby authorized to execute a Lease and Management Agreement with the Jefferson Theatre Limited Partnership for a one-year period with an option to renew substantially in the form attached hereto as Exhibit "A." PASSED BY THE CITY COUNCIL of the City of Beaumont this the 16th day of May, 2006. Mayor Guy N. Goodson - STATE OF TEXAS § COUNTY OF JEFFERSON § LEASE AGREEMENT THIS Lease and Management Agreement is made and entered into this day of , 2006, 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: EXHIBIT "A" Page 1 SAAGENDXCITY CLERKWEFF THEATER LEASE AGRMT.WPD 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 day of , 2006, and ending on the day of , 2007. 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; 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. Page 2 SAAGENDXCITY CLERKWEFF THEATER LEASE AGRMT.WPD 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. Page 3 S:AGENDAUTY CLERKWEFF THEATER LEASE AGRMT.WPD 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 Page 4 S:IAGENDA\CITY CLERKWEFF THEATER LEASE AGRMT.WPD 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. Page 5 SAAGENDXCITY CLERKWEFF THEATER LEASE AGRMT.WPD 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. Page 6 S:AGENDA\CITY CLERKWEFF THEATER LEASE AGRMT.WPD 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 Page 7 SAAGENDXCITY CLERKWEFF THEATER LEASE AGRMT.WPD 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 , 2006. LANDLORD: JEFFERSON THEATRE LIMITED PARTNERSHIP By: Attest: Secretary TENANT: CITY OF BEAUMONT By: Kyle Hayes, City Manager Attest: Rose Ann Jones, City Clerk Page 8 SAAGENDA\CITY CLERK\JEFF THEATER LEASE AGRMT.WPD