HomeMy WebLinkAboutRES 24-237RESOLUTION NO, 24-237
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 Management
Agreement between the City of Beaumont and Beaumont Botanical Gardens, Inc,, for the
Beaumont Botanical Gardens located at 6088 Babe Zaharias Drive, The Management Agreement
is for a one (1) year term and is substantially in the form attached hereto as Exhibit "A," and
made a part hereof for all purposes.
The meeting at which this resolution was approved was in all things conducted in strict
compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551.
PASSED BY THE CITY COUNCIL of the City of Beaumont this the 1 st day of October,
i
�u - Mayor Roy West -
MANAGEMENT AGREEMENT
THE STATE OF TEXAS
COUNTY OF JEFFERSON §
WHEREAS, the City of Beaumont, a municipal corporation domiciles[ in Jefferson County, Texas,
hereinafter called "City," and the Beaumont Botanical Gardens, Inc., an independent not -for -profit 501
(c)(3) domiciled in Jefferson County, Texas, Hereinafter referred to as "BBG," and collectively as
"Party" or "Parties"; and
WHEREAS, the Parties recognize the mutual benefit to BBG and City derived from the existence
of the Botanical Gardens, the Warren Loose Conservatory, Binks Horticultural Center, Garden Center
Building, Maintenance Building and amenities located on the grounds of Tyrrell Park, and
WHEREAS, to that end, City and BBG agree as follows:
WITNESSETH:
Article 1. Description of Lease Premises
For and in consideration of payment by City of the management fee hereinafter reserved to BBG and
the performance by BBG of the covenants and agreement hereinafter contained to be performed by
the BBG, and its accordance with all of the provisions hereinafter set forth, City does hereby lease
and let unto BBG, and BBG does hereby take and lease from City, 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 reference, hereinafter called the "Land," and the BBG, Garden Center
Building, Maintenance Shop Building, Warren Loose Conservatory, Binks Horticultural
Center, parking facilities and lighting, sidewalks, bridges, gazebo, fountains, fences, and
gates hereinafter called the "Properties."
BBG is also given the non-exclusive right during the term of this Agreement to utilize the
properties described in Exhibit "B" for any purpose including, but not limited to, building and
1IPage
grounds rentals, that has been approved in writing in advance by the City Managed of the City, or
his designee.
Article 2. Term of Agreement
The term of this Agreement shall be for one (1) year commencing on October 1, 2024, and terminating at
11:59 p.m. on September 30, 2025, if not sooner terminated as hereinafter
provided. BBG and the City may renew this agreement for two (2) one (1) year
extensions, if mutually agreed. Should the BBG fail to maintain gardens, in a
manner to attract tourism and educate the public by providing documented living
plants, City may cancel this agreement and assume full responsibility.
Article 3. Management Fee
In consideration for BBG maintaining and managing the Leased Premises herein described, City
shall pay to BBG the sum of One Thousand Five Hundred Dollars ($1,500.00) per month, payable
oil the first day of each month during the term of this Agreement, commencing on October 1, 2024,
through the duration of this agreement.
Article 4. Use and Occupancy
BBG shall use and occupy the Leased Premises as a botanical garden for the education and
promotion of horticultural activities and related purposes during the full term of this Agreement.
The grounds of the Leased Premises shall be open to the public during normal hours of operations as shall
be agreed to between the Parties. BBG may secure the fenced area of the gardens daily in accordance with
the hairs of Tyrrell Park. BBG may secure the fenced areas as it deems necessary for events and BBG may
charge an admission fee for special events.
BBG will comply with any and all laws, ordinances, rules, orders and regulations of any governmental
authority which are applicable to BCGC's operations in and on the Leased Premises. BBG further agrees
that no part of said facility will be used for any unlawful purpose. Any use of the Leased Premises or
properties described in Exhibit "B" by BBG shall be in accordance with the Americans with Disabilities
Act (ADA) and any revision thereof. City owned properties not in compliance with ADA shall be addressed
and remedied by the City.
BBG shall not assign its obligations to another Management group or Party without receiving approval
from the City.
2 1 P a g e
Article S. Alterations, Additions or Improvements
BBG shall not, without first obtaining the written consent of the City Manager or his designee, make
any alterations, additions or improvements to the properties or the land; provided, however, that such
consent shall not be unreasonably withheld. Any work done by BBG to the Leased Premises or property
described in Exhibit 'B" shall be dome in a good and workmanlike manner and without impairing the
structural integrity of the Land or Building. Any alterations, additions or improvements arcade by BBG
shall become the property of City.
In the event improvements are contemplated or made to the property or grounds, the City may, at its sole
discretion, assist the BBG by providing employees, equipment, and/or materials as may be available at the
time.
Article 6. Obligations of City and BBG
BBG shall use the fiends provided in Article 3 above to provide and maintain a clean and pleasant
environment, free of any hazards, at all times. BBG shall pay all personal property taxes, if any, imposed
on the equipment, inventory, fixtures and other personal property located on the Leased Premises. BBG
should maintain such insurance as it deems appropriate to protect its personal property on the Leased
Premises.
BBG shall, at its own expense, provide such competent help and personnel as it shall deem necessary for
the safe operations and management of the properties. Any employee of the BBG shall be solely an
employee of the BBG and shall not be considered an employee of City for any purpose.
City shall be obligated and responsible for the following:
a) Maintenance and repair of the interior and exterior walls, roofs, foundations,
doors, windows, fans, awnings, structural systems, and sidewalks of the Garden
Center Building, Binks Horticultural Center building, Warren Loose
Conservatory, and the Maintenance Shop building;
b) Maintenance and repair of all sidewalks, bridges, parking lots, fountains, fences and gates of all
properties and land;
c) Maintenance and repair of all electrical systems;
3 1 P a g e
d) Maintenance and repair of air conditioning systems in the Garden Center building,
Binks Horticultural Center building, Warren Loose Conservatory, and the
Maintenance Shop Building;
a) Payment of electrical, gas, water utilities and basic telephone services, including
internet service provided by the City through AT&T fiber optic system.;
f) Cleaning of the outdoor restroorns in accordance with the Parks & Greenspace
Department's cleaning schedule;
g) Assistance from the City's Parks and Greenspace Department for grounds
maintenance, as approved by the Parks & Greenspace Director;
h) Maintenance and repair of the Warren Loose Conservatory's structural systems,
including the replacement of windows; and the repairs to the Greenhouse and
Propagation buildings structural system and fiberglass exterior coverings; and
the repairs to the exhaust and air circulation fans; and the repairs to the
ventilation panel motors and control system; repairs to the humidifier and
cooling panel systems.
i) Repair of all Building plumbing systems, excluding services required to remove
obstructions from sewer lines. All irrigation systems are the responsibility of
BBG.
j) Repair to the water fountain, pond fountain and pump systems. Daily routine
maintenance and cleaning of the fountains to be the responsibility of the BBG.
k) Maintenance and repairs to the perimeter chain link fence, ornamental fence, and
the fixed knot fencing.
1) Maintenance and repairs to the wooden arbors, gazebo, and bridges.
in) Maintenance and repairs to the concrete sidewalks throughout the garden area.
n) Removal of dead trees and hanging limbs.
4 1 P a g e
All obligations which are not listed above shall be the responsibility of BBG; including but not limited to
the lawn maintenance and the purchase of all plants and materials, and bed planting; and the maintenance,
repair and/or replacement of all kitchen equipment located inside the Garden Center Building, Maintenance
Shop, and the Binks Horticultural Center;
City shall, at its expense, maintain such casualty insurance covering the Leased Premises as it deems
appropriate to cover its interest thereon.
BBG shall have no authority to incur any obligation on behalf of the City nor does City have any
authority to incur any obligation oil behalf of the BBG concerning
the properties. This Management Agreement shall not be assignable in whole or in part by BBG or City
without the written consent of the other Party. BBG shall always keep the property of City fi•ce and clear
of all liens, attachments, encumbrances or claims arising out of BBG's operations.
Article 7. General Liability Insurance
BBG shall provide general liability insurance in the minimum aggregate amount of One Million
Dollars ($1,000,000), such insurance naming City as an additional
named insured and provide City with a certificate of insurance evidencing such coverage. The insurance
must additionally insure the indemnity required by this Agreement.
Article S. Damage to Leased Premises
In the event the Leased Premises are partially damaged or destroyed or rendered partially unfit for
occupancy by fire or other casualty, BBG shall give immediate notice to City. City may repair the damage
and restore the Leased Premises to substantially the sane condition as itrranediately prior to the occurrence
of the casualty. BBG shall allow City a fair reduction of the management fee during the time the Leased
Premises are partially unfit for occupancy. If the Leased Premises are totally destroyed or deemed by the
City to be rendered unfit for occupancy by fire or other casualty, or if City shall decide not to repair or
rebuild, this management Agreement shall terminate, and the management fee shall be paid to the time of
such casualty.
Article 9. Default
In the event either Party defaults in the performance of any of its obligations under this Agreement, and
such default continues uncorrected for thirty (30) days after written notice from the other Party of the
particular default, said notice being given by certified mail, return receipt requested, addressed to the
5 1 P a g e
defaulting Party at its address as hereinafter set forth, thereupon, at the sole election of the non -
defaulting Party, this Agreement may be terminated. City shall have a right of re-entry and operation
of the facility upon any termination.
Notice to the City shall be deemed proper when received by the City Manager or his designee. Notice
to BBG shall be deemed proper when received by any member of B13G who accepts service.
Article 10. Indemnification
BBG SHALL INDEMNITY AND HOLD CITY HARMLESS FROM ANY AND ALL LIABILITIES,
CLAIMS, DAMAGES, JUDGMENTS, INTURIES, COSTS, AND EXPENSES, INCLUDING
REASONABLE ATTORNEY'S FEES FOR THE DEFENSE THEREOF, ARISING FROM THE
CONDUCT OR MANAGEMENT OF BBG'S BUSINESS OR ITS USE OF THE LEASED
PREMISES.
Article 11, Non -Appropriation of Funds
Notwithstanding anything contained in this Agreement to the contrary, in the event no funds or insufficient
funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal
period for management payments due under this Agreement, City will imunediately notify BBG in writing
of such occurrence and this Agreement shall terminate on the last day of the fiscal period fat which
appropriations have been received or made without penalty or expense to City. If both Parties wish to
continue the Agreement without payment of any management fees, and it is agreed to by both Parties in
writing, the Agreement will continue in accordance with the terms and conditions as stated herein.
Article 12, Miscellaneous
Venue for any dispute arising from this Agreement shall be proper in a court of competent jurisdiction in
Beaumont, Jefferson County, Texas.
This Agreement represents the full understanding between the Parties. Any amendments or addendums not
in writing, mutually accepted by the Parties, and attached to this document shall be unenforceable.
6 1 P a g e
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day of , 2024.
LESSEE:
BEAUMONT BOTANICAL GARDENS, INC.
By:
Printed Name / Title:
Date Signed:
LESSOR:
CITY OF BEAUMONT
By:
Printed Name / Title: Kenneth Williams, City Manager
Date Signed:
71Page