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HomeMy WebLinkAboutRES 14-097RESOLUTION NO.14-097 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 and Lease Agreement, substantially in the form attached hereto as Exhibit "A" and made a part hereof for all purposes, with the Beaumont Children's Museum (BCM), a non-profit corporation, for use of a designated area of the Beaumont Civic Center. 2014. PASSED BY THE CITY COUNCIL of the City of Beaumont this the 29th day of April, STATE OF TEXAS § COUNTY OF JEFFERSON § DEVELOPMENT AND LEASE AGREEMENT This Development and Lease Agreement is entered into this the day of , 2014, by and between the City of Beaumont, a municipal corporation of the `tate of Texas (hereinafter referred to as "City"), and The Beaumont Children's Museum, a nonprofit corporation of the State of Texas (hereinafter referred to as "BCM") WITNESSETH: WHEREAS, BCM desires to use a specific designated area of the Beaumont Civic Center building owned by the City as a children's museum for the benefit of the citizens of Beaumont and Southeast Texas; and WHEREAS, City can make that space available and wishes to allow BCM the use of that portion of the Beaumont Civic Center (hereinafter 'Facilities') as described in Exhibit 'A' attached hereto for purposes of a children's museum and related fundraising and publicity events during all terms of possession. NOW, THEREFORE, IN CONSIDERATION of the mutual promises herein contained and with successful project implementation being the common objective, City and BCM agree as follows: Page 1 of 7 EXHIBIT "A" 1. CITY COMMITMENT 1.1. City will provide to BCM the use of the Facilities and allow for parking in the north Civic Center parking lot. 1.2. The Facilities will be made available for a period of five (5) years after the date of execution of this Agreement, after which time the right of BCM to use the property will terminate unless BCM has completed the build -out of the museum and is using the Facilities for same. 1.3. BCM may renew the original term for an additional five (5) year period with the authorized consent of the City Council. 2. BCM COMMITMENTS 2.1. BCM will be solely responsible for providing funding of the entire project, including, but not limited to, construction costs, architectural fees, and engineering fees necessary for renovation of the Civic Center to accommodate the museum facilities. 2.2. BCM will retain an engineer or architect licensed in the State of Texas to prepare construction drawings and specifications for the build -out and provide contract management of the entire project. The plans and specifications for the project shall be subject to the approval of the City Manager of City or his designee. Page 2 of 7 2.3. BCM will be responsible for the renovation and construction of the museum facilities in accordance with all laws and ordinances applicable to such construction. 3. LEASE AGREEMENT 3.t. As rental for the Facilities, BCM agrees to pay to City the sum of Five Hundred Dollars ($500) per month. Payments will be paid based on invoicing from the City's Cash Management Division. 3.2. BCM shall use and occupy the Facilities as a children's museum and for related purposes, including, but not limited to, educational, civic, fundraising, and museum related entertainment purposes. BCM agrees to operate the Facilities as a children's museum during the full term of this Lease. Should BCM fail to continue to use the premises for these intended public purposes, the Lease shall terminate and the City shall be allowed to retake the premises. 3.3. BCM will comply with any and all laws, ordinances, rules, orders and regulations of any governmental authority which are applicable to BCM's operations in and on the Facilities. 3.4. Nothing contained herein shall prevent BCM from charging an admission price for persons to attend events at the museum or to use and charge for the use of the museum facilities for related events. City Administration shall be allowed to use the Facilities when available for no charge for official City of Beaumont business two (2) times per year. Page 3 of 7 3.5. During the term of this Lease, BCM shall not, without first obtaining the written consent of the City Manager of City or his designee, make any alterations, additions, or improvements in, to or about the Facilities, provided, however, that such consent shall not be unreasonably withheld. Any work done by BCM in, to or about the Facilities shall be done in a good and workman -like manner and without impairing the structural integrity of the building and in compliance with all applicable codes, ordinances and laws and no liens shall attach to the Facilities. Similarly, during the term of this Lease, City will not, without first obtaining the written consent of BCM make any alterations, additions or improvements in, to or about the Facilities; provided, however, that such consent shall not be unreasonably withheld. 3.6. BCM shall not do or suffer anything to be done in or about the Facilities which will increase the rate for fire and extended coverage insurance on the Facilities. 3.7. Upon any termination of this Lease under any provisions of this Lease other than on a default on the part of BCM, BCM shall be entitled to remove all of the furniture, furnishings and other property of BCM located on the premises. 3.8. BCM shat' procure and maintain all insurance which it deems necessary for its protection against loss of or damage to any property in or on the Facilities. 3.9. Either party may terminate this Lease with a ninety (90) day written notice to the other. However, if either party defaults on the performance of any covenants or conditions hereof, such party may give notice of such default to the other and, if such other party does not cure such default within thirty (30) days after such notice, then the non -defaulting party may terminate this Lease by written notice to so terminate and, if terminated by City, City may re- enter and take possession of the Facilities or remove all persons and property therefrom without being deemed guilty of any manner of trespass. 3.10. The failure of either party to insist on strict performance of any covenant or Page 4 of 7 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 instance, this Lease cannot be changed, amended or terminated orally. 3.11. During the term of this Lease, BCM shall be responsible for all general building maintenance and upkeep of the Facilities. Maintenance, as used herein, shall mean replacement of luminaries, repair of constructed features, replacement of floor coverings, and interior painting. City will be responsible for janitorial services, structural walls, foundation, roof, exterior windows, HVAC system operation, major plumbing repairs, and the structural integrity of the Facilities. BCM will be responsible for telephone and cable television or other cable communication devices and services. 3.12. BCM will have control of the use of the Facilities throughout the term of this lease and, thus, may allow the Facilities to be used by others when available on terms and conditions to be decided by BCM. However, BCM may not assign its obligations under this lease without the prior written consent of City Manager of City. 3.13. BCM shall provide broad form liability insurance (including contractual coverage) naming the City as an additional insured for all uses of the Facilities with aggregate limits of not less than $1 million. A copy of same shall be filed with City annually. 3.14. The provisions of this Lease shall apply to, bind and inure to the benefit of City and BCM and their respective successors and assigns; provided, however, that the inclusion of assigns in this sentence shall not be construed to permit an assignment contrary to any other provision or covenant of this lease. 3.15. 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 Page 5 of Texas. 3.16. In the event that any provision hereof or the application thereof to any person or circumstances shall be judged invalid or unenforceable, the remainder of this Lease or the application of such provision to persons or circumstances other than those 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. 3.17. 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 requires. 3.18. Any notice required hereunder shall be given 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 sent to the following addresses: City: BCM: City Manager President City of Beaumont The Beaumont Children's Museum P.O. Box 3827 P. O. Box 7293 Beaumont, Texas 77704 Beaumont, Texas 77726-7293 3.19. City shall be provided keys to the facilities and may enter the Facilities at any time upon reasonable prior notice to BCM. 3.20. This'Agreement and Lease may only be amended by the parties in writing executed by BCM and City Manager of City as authorized by the City Council. 3.21. BCM agrees to indemnify and hold harmless and defend City its officers, agents and employees from and against all liability for claims, liens, suits, demands, and/or actions Page 6of7 for damages, injuries to person (including death), property damage, (including loss of use), and expenses including court costs and attorney's fees, and reasonable costs arising out of or resulting from BCM's activities in the Facilities, expressly including negligence of City its officers, agents, employees, or invites. 3.22. BCM shall have the right to erect, paint or place exterior signs on the property and facilities only with the approval of the City Manager or his duly authorized designee. IN WITNESS WHEREOF, BCM and City have executed or cause to be executed by the duly authorized officers or agents this Lease, all as of the day and year first above -written - CITY OF BEAUMONT THE BEAUMONT CHILDREN'S MUSEUM Kyle Hayes, City Manager President Page 7of7 M C CIVIC CENTER Z M Z STATE OF TEXAS § COUNTY OF JEFFERSON § DEVELOPMENT AND LEASE AGREEMENT �, w This Development and Lease Agreement is entered into this the day of Arr , 2014, by and between the City of Beaumont, a municipal corporation of the State of Texas (hereinafter referred to as "City"), and The Beaumont Children's Museum, a nonprofit corporation of the State of Texas (hereinafter referred to as "BCM") WITNESSETH: WHEREAS, BCM desires to use a specific designated area of the Beaumont Civic Center building owned by the City as a children's museum for the benefit of the citizens of Beaumont and Southeast Texas; and WHEREAS, City can make that space available and wishes to allow BCM the use of that portion of the Beaumont Civic Center (hereinafter `Facilities') as described in Exhibit `A' attached hereto for purposes of a children's museum and related fundraising and publicity events during all terms of possession. NOW, THEREFORE, IN CONSIDERATION of the mutual promises herein contained and with successful project implementation being the common objective, City and BCM agree as follows: Nage 1 of 7 1. CITY COMMITMENT 1.1. City will provide to BCM the use of the Facilities and allow for parking in the north Civic Center parking lot. 1.2. The Facilities will be made available for a period of five (5) years after the date of execution of this Agreement, after which time the right of BCM to use the property will terminate unless BCM has completed the build -out of the museum and is using the Facilities for same. 1.3. BCM may renew the original term for an additional five (5) year period with the authorized consent of the City Council. 2. BCM COMMITMENTS 2.1. BCM will be solely responsible for providing funding of the entire project, including, but not limited to, construction costs, architectural fees, and engineering fees necessary for renovation of the Civic Center to accommodate the museum facilities. 2.2. BCM will retain an engineer or architect licensed in the State of Texas to, prepare construction drawings and specifications for the build -out and provide contract management of the entire project. The plans and specifications for the project shall be subject to the approval of the City Manager of City or his designee. Page 2 of 7 2.3. BCM will be responsible for the renovation and construction of the museum facilities in accordance with all laws and ordinances applicable to such construction. 3. LEASE AGREEMENT 3.1. As rental for the Facilities, BCM agrees to pay to City the sum of Five Hundred Dollars ($500) per month. Payments will be paid based on invoicing from the City's Cash Management Division. 3.2. BCM shall use and occupy the Facilities as a children's museum and for related purposes, including, but not limited to, educational, civic, fundraising, and museum related entertainment purposes. BCM agrees to operate the Facilities as a children's museum during the full term of this Lease. Should BCM fail to continue to use the premises for these intended public purposes, the Lease shall terminate and the City shall be allowed to retake the premises. 3.3. BCM will comply with any and all laws, ordinances, rules, orders and regulations of any governmental authority which are applicable to BCM's operations in and on the Facilities. 3.4. Nothing contained herein shall prevent BCM from charging an admission price for persons to attend events at the museum or to use and charge for the use of the museum facilities for related events. City Administration shall be allowed to use the Facilities when available for no charge for official City of Beaumont business two (2) times per year. Pa -e 3 ()1'7 3.5. During the term of this Lease, BCM shall not, without first obtaining the written consent of the City Manager of City or his designee, make any alterations, additions, or improvements in, to or about the Facilities, provided, however, that such consent shall not be unreasonably withheld. Any work done by BCM in, to or about the Facilities shall be done in =: good and workman -like manner and without impairing the structural integrity of the building and in compliance with all applicable codes, ordinances and laws and no liens shall attach to the Facilities. Similarly, during the term of this Lease, City will not, without first obtaining the written consent of BCM make any alterations, additions or improvements in, to or about the Facilities; provided, however, that such consent shall not be unreasonably withheld. 3.E. BCM shall not do or suffer anything to be done in or about the Facilities which wlli increase the rate for fire and extended coverage insurance on the Facilities. 3.7. Upon any termination of this Lease under any provisions of this Lease other than on a default on the part of BCM, BCM shall be entitled to remove all of the furniture, furnishings and other property of BCM located on the premises. 3.8. BCM shall procure and maintain all insurance which it deems necessary for its protection against loss of or damage to any property in or on the Facilities. 3.9. Either party may terminate this Lease with a ninety (90) day written notice to the other. However, if either party defaults on the performance of any covenants or conditions hereof, such party may give notice of such default to the other and, if such other party does not cure such default within thirty (30) days after such notice, then the non -defaulting party may terminate this Lease by written notice to so terminate and, if terminated by City, City may re enter and take possession of the Facilities or remove all persons and property therefrom without being deemed guilty of any manner of trespass. 3.10. The failure of either party to insist on strict performance of any covenant or P'iLc4 (7 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 instance, this Lease cannot be changed, amended or terminated orally. 3.11. During the term of this Lease, BCM shall be responsible for all general building maintenance and upkeep of the Facilities. Maintenance, as used herein, shall mean janitorial service, replacement of luminaries, repair of constructed features, and interior painting. City will be responsible for structural walls, foundation, roof, exterior windows, HVAC system operation, major plumbing repairs, and the structural integrity of the Facilities. BCM will be responsible for telephone and cable television or other cable communication devices and services. 3.12. BCM will have control of the use of the Facilities throughout the term of this lease and, thus, may allow the Facilities to be used by others when available on terms and conditions to be decided by BCM. However, BCM may not assign its obligations under this lease without the prior written consent of City Manager of City. 3.13. BCM shall provide broad form liability insurance (including contractual coverage) naming the City as an additional insured for all uses of the Facilities with aggregate limits of not less than $1 million. A copy of same shall be filed with City annually. 3.14. The provisions of this Lease shall apply to, bind and inure to the benefit of City and BCM and their respective successors and assigns; provided, however, that the inclusion of assigns in this sentence shall not be construed to permit an assignment contrary to any other provision or covenant of this lease. 3.15. 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. Paoc 5 ()t'7 3.16. In the event that any provision hereof or the application thereof to any person or circumstances shall be judged invalid or unenforceable, the remainder of this Lease or the application of such provision to persons or circumstances other than those 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. 3.17. 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 requires. 3.18. Any notice required hereunder shall be given 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 sent to the following addresses: City: BCM: City Manager President City of Beaumont The Beaumont Children's Museum P.O. Box 3827 P. O. Box 7293 Beaumont. Texas 77704 Beaumont, Texas 77726-7293 3.19. City shall be provided keys to the facilities and may enter the Facilities at any time upon reasonable prior notice to BCM. 3.20. This Agreement and Lease may only be amended by the parties in writing executed by BCM and City Manager of City as authorized by the City Council. 3.21. BCM agrees to indemnify and hold harmless and defend City its officers, agents and employees from and against all liability for claims, liens, suits, demands, and/or actions for damages, injuries to person (including death), property damage, (including loss of use), PaL!c 6 and expenses including court costs and attorney's fees, and reasonable costs arising out of or resulting from BCM's activities in the Facilities, expressly including negligence of City its officers, agents, employees, or invites. 3.22. BCM shall have the right to erect, paint or place exterior signs on the property and facilities only with the approval of the City Manager or his duly authorized designee. IN WITNESS WHEREOF, BCM and City have executed or cause to be executed by the duly authorized officers or agents this Lease, all as of the day and year first above -written. CITY OF BEAUMONT Kyle Hayes, City Manager Paoe 7 of 7 THE BEAUMONT CHILDREN'S MUSEUM President