HomeMy WebLinkAboutPR 20772: MEMORANDUM OF UNDERSTANDING FOR (TAMS) P.R. NO. 20772
4/30/2019 spy
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO
A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF
PORT ARTHUR AND THE TEXAS ARTISTS MUSEUM SOCIETY, FOR
THE MANAGEMENT OF THE TEXAS ARTISTS MUSEUM SOCIETY
(TAMS) BUILDING
WHEREAS, on February 24, 1987, per Ordinance 87-121, the City Council accepted
ownership of improvements constructed according to the contents in Exhibit "B" of the
Ordinance as described in and set forth in Exhibit"C"of the Ordinance and located on City
owned property located at 3801 Cultural Center Drive, Port Arthur, Texas, to be used as a
cultural center for the advancement, promotion and funding of the arts, open to the
citizenry (Ordinance 87-121 is attached hereto as Exhibit "A"); and
WHEREAS, Hurricane Harvey caused severe damage to the Texas Artists Museum
(TAMS) Building and the organization is in the process of restoring the facility; and
WHEREAS, the City of Port Arthur has added the facility to its inventory for Fire,
Windstorm and Flood insurance coverage to mitigate any future events; and
WHEREAS, it is in the best interest of the citizens of Port Arthur to terminate the
lease agreement between the City of Port Arthur and the Texas Artists Museum Society and
replace it with a Memorandum of Understanding for the management of the TAMS Building
for a two (2) year period, in substantially the same form as attached hereto as Exhibit"B".
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR:
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Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That the lease agreement between the City of Port Arthur and the
Texas Artists Museum Society is hereby terminated.
Section 3. That the City Manager is herein authorized to execute on behalf of the
City the Memorandum of Understanding, with attached Policies and Procedures, between
the City of Port Arthur and the Texas Artists Museum Society, for the management of the
TAMS Building for a two-year period, in substantially the same form as attached hereto as
Exhibit "B".
Section 4. That a copy of the caption of this Resolution shall be spread upon the
Minutes of the City Council.
READ,ADOPTED,AND APPROVED,this day of , 2019 AD, at
a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following
vote: AYES:
Mayor: ,
Councilmembers: ,
NOES: .
Derrick Ford Freeman
Mayor
s.pr20772
ATTEST:
Sherri Bellard
City Secretary
APPROVED AS TO FORM:
' / U
Valecia R 4 izeno
City Attorney
APPROVED FOR ADMINISTRATION:
Rebecca Underhill
Interim City Manager
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EXHIBIT "A"
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( 4
P. O. No. 3609
2/20/87 - can
ORDINANCE NO. /
-
AN ORDINANCE APPROVING LEASE OF CERTAIN CITY PROPERTY
TO TEXAS ARTISTS MUSEUM SOCIETY; AND PROVIDING FOR LEVY
OF AN AD VALOREM TAX AS NECESSARY TO FUND CITY OBLIGATIONS
IN SUCH LEASE.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR:
Section 1. That the Mayor and City Manager be and are hereby authorized
to execute on behalf of the City a lease agreement with Texas Artists Museum
Society in form and content as set forth in copy attached hereto and made
part hereof as Exhibit "A".
Section 2. During each year while there is any financial obligation
by reason of the agreement contained in such lease to construct and maintain
certain improvements and to provide certain utility and garbage services,
including the calendar year 1987, the City Council of Port Arthur shall com-
pute and ascertain the rate and amount of ad valorem tax, based on the latest
approved tax rolls of said City, with full allowances being made for tax
delinquencies and costs of tax collection, which will be sufficient to raise
and produce the money required to pay any sums which may be or become due
during any such year, in no instance to be less than two (2%) percent of
such obligation, together with all interest thereon, because of the obligation
herein assumed. Said rate and amount of ad valorem tax is hereby ordered to
be levied and is hereby levied against all taxable property in the City of
Port Arthur for each year while any liability exists by reason of the aforesaid
obligation undertaken by such lease and said ad valorem tax shall be assessed
and collected each such year until all obligations herein incurred shall have
been discharged and all liability hereunder discharged.
READ, ADOPTED AND APPROVED this the ,FY
5 of 5 40 , A.D., 1987,
at a Regular Meeting of the City Council of the City of Port Arthur, Texas by
the following vote: AYES:_ Mayor: ; CouncilmeMbers
EXHIBIT "A"
ART CULTURAL CENTER LEASE
CITY OF PORT ARTHUR, LANDLORD
AND
TEXAS ARTISTS MUSEUM SOCIETY, TENANT
INDEX
1. ARTICLE I. DEFINITIONS AND CERTAIN BASIC PROVISION Page 1
2. ARTICLE II. GRANTING CLAUSE Page 2
3. ARTICLE III. CONSTRUCTION AND ACCEPTANCE OF DEMISED
PREMISES Page 2
4. ARTICLE IV. PARKING AREA Page 2
5. ARTICLE V. USE AND MAINTENANCE OF PREMISES Page 3
6. ARTICLE VI. ALTERATIONS, ADDITIONS OR IMPROVEMENTS Page 4
7. ARTICLE VII. SIGNS Page 4
8. ARTICLE VIII. UTILITIES Page 4
9. ARTICLE IX. INSURANCE Page 4
10. ARTICLE X. DAMAGE BY FIRE OR OTHER CASUALTY Page 5
11. ARTICLE XI . ASSIGNMENT AND SUBLETTING Page 6
12. ARTICLE XII. DEFAULT BY TENANT Page 6
13. ARTICLE XIII. DEFAULT BY LANDLORD Page 7
14. ARTICLE XIV. QUIET ENJOYMENT Page 7
15. ARTICLE XV. ARBITRATION Page 7
16. ARTICLE XVI. OPTION FOR RENEWAL Page 8
17. ARTICLE XVII. MISCELLANEOUS Page 8
ART CULTURAL CENTER LEASE
CITY OF PORT ARTHUR, LANDLORD
AND
TEXAS ARTISTS MUSEUM SOCIETY, TENANT
THE STATE OF TEXAS
COUNTY OF JEFFERSON :
Pursuant to a referendum election held in the City of Port
Arthur on the 2nd of April, 1983, whereby the City Council was authorized
to lease the hereinafter described property to one or more independent
non-profit organizations whom the City Council may deem advisable and
upon such terms and conditions as said City Council may deem advisable,
Landlord and Tenant hereby enter into this Lease on this day of
February, 1987:
ARTICLE I
DEFINITIONS AND CERTAIN BASIC PROVISIONS
1.1 (a) "Landlord": CITY OF PORT ARTHUR, TEXAS, a municipal
Corporation organized and existing under
the laws of the State of Texas
(b) Landlord's address: P. 0. Box 1089
Port Arthur, TX 77640
or
444 - 4th Street
Port Arthur, TX 77640
(c) "Tenant" : TEXAS ARTISTS MUSEUM SOCIETY, a Texas
non-profit corporation
(d) Tenant's mailing address: P. O. Box 3801
Port Arthur, TX 77643
(e) Demised Premises: The real property described in attached
Exhibit "A" together with all improvements thereon to be
constructed by Tenant including but not limited to the Art
Cultural Center Building and associated landscaping as
reflected in the plans and specifications attached as
Exhibit "B" .
(f) Lease term! Pnr a nor;,,a .,f a;F.., IcnN •
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(g) Minimum Guaranteed Rental: One Dollar ($1.00) per annum for the
full 50 year term of the lease with the first annual rental to
be paid at the inception of this lease and to be paid on the same
day of every year thereafter during the term of the lease.
(h) Permitted use: As a cultural center for the advancement,
promotion and funding of the arts, open to the citizenry.
1.2 Each of the foregoing definitions and basic provisions shall be
construed in conjunction with and limited by reference thereto in other
provisions of this lease.
ARTICLE II
GRANTING CLAUSE
2.1 In consideration of the rental obligations herein set forth and
payment of all other charges as herein provided and in consideration of
all other terms of this agreement, Landlord leases to Tenant and Tenant
accepts from Landlord the demised premises as described above to have and
to hold for the lease term subject to all conditions hereof.
ARTICLE III
CONSTRUCTION AND ACCEPTANCE OF DEMISED PREMISES
3.1 Tenant shall proceed to construct, at its expense, improvements
upon the Demised Premises according to the contents in Exhibit "B" and
"Description of Tenant's Work" as set forth in Exhibit "C" attached. The
Demised Premises shall be deemed to be "Ready for Occupancy" when Tenant
certifies in writing to Landlord that it has substantially completed
Tenant's work. The certification of Moore, Stansbury & Vaught, Architects,
shall be sufficient evidence of the completion of Tenant's work. When the
building is ready for occupancy, Landlord agrees to accept ownership thereof
and Tenant agrees to accept possession thereof. If there is any dispute as
to work performed or required to be performed by Tenant in connection with
the construction of the building, the certificate of Moore, Stansbury &
Vaught shall be conclusive.
3.2 Landlord, at its expense, agrees to construct and maintain a
driveway with esplanade to be used as a parking area and driveway for the
benefit of Tenant and the public, same to be constructed in accordance with
"Description of Landlord's work" attached as Exhibit "D" . Further, Landlord
agrees to provide taps for water and sewer connections at its expense.
COMPLETION DATES
3.3 Tenant shall complete construction of the building or buildings
and other improvements to be constructed by Tenant on the Demised Premises
no later than twelve (12) months from date hereof; provided, that such time
may be extended up to an additional six (6) months for good cause which
shall be submitted in writing to Landlord within ten (10) days of any basis
for extension. It is not intended that bad weather shall constitute good
cause.
3.4 Landlord's estimated completion date for the improvements to be
completed by it is stated to be no 1 afar +-►,a., no .11
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use as to parking areas located within the Demised Premises, PROVIDED
HOWEVER, that on occasions where Tenant has not scheduled a function
requiring the use of its parking areas, then Landlord shall have the
right to the use of said parking areas in conjunction with the utilization
of the Port Arthur Civic Center; correspondingly, Landlord agrees that
Tenant, its agents, guests, invitees and employees shall have the right
of use of parking areas otherwise designated from time to time for the
use of the Port Arthur Civic Center on those occasions when there are
no scheduled events requiring parking area use by the Port Arthur Civic
Center. Landlord and Tenant each agree that they will notify the other
of any possibility of any conflict in connection with the use of parking
areas in order to avoid traffic congestion in parking areas.
ARTICLE V
USE AND MAINTENANCE OF PREMISES
5.1 The use of the premises by Tenant shall be limited to the purpose
herein set forth and no other use will be made thereof.
5.2 Tenant shall not, without Landlord's prior written consent, keep
anything within the premises for any purpose which would invalidate any
insurance policy carried on the Demised Premises. All property kept, stored,
or maintained within the premises by Tenant shall be at Tenant's sole risk.
5.3 Tenant will maintain the Demised Premises in a neat and clean
manner and in good condition.
5.4 Tenant shall not operate an incinerator or burn trash within or
about the Demised Premises without the written consent of Landlord.
5.5 Landlord agrees to provide water, sewer service and garbage
collection to Tenant at no charge to Tenant so long as Landlord itself
provides such services to its citizens, same to be provided on the same
basis as provided to its citizens on a month to month basis. This provision
is subject to annual review.
5.6 Tenant shall comply with any and all laws, ordinances, rules,
orders and regulations of any governmental entity having jurisdiction
over the operations of Tenant in and on the Demised Premises. Same shall
include, but not limited to, the procurement at Tenant's sole expense of
any permits and licenses required for the transaction of Tenant's purposes
under the terms of this lease.
5.7 Tenant shall be responsible for all repairs and maintenance of
the Demised Premises at its sole cost and expense including but not limited
to all landscaping, and heating and air conditioning equipment located
within the Demised Premises. Tenant shall be responsible for all costs and
expenses of operating the Demised Premises and shall have no authority to
contract for or otherwise incur any indebtedness on behalf of or against
the Landlord.
5.8 At the expiration of the lease, Tenant shall surrender the Demised
Premises in good condition to Landlord, reasonable wear and tear and loss
by fire or other casualty excepted.
5.9 Tenant shall pay all taxes and assessments which may be leviai
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ARTICLE VI
ALTERATIONS, ADDITIONS OR IMPROVEMENTS
6.1 Tenant may install movable fixtures without permission of the
Landlord and same may be removed at the termination of the lease by Tenant.
All other alterations which would include any drilling, cutting or otherwise
defacing the Demised Premises shall only be with the written consent of the
Landlord which shall not be unreasonably withheld. Any fixtures which become
attached to the building and which cannot be removed without damage to the
property shall not be removed without the written consent of the Landlord
and if removed, any damages to the building incurred in connection therewith
shall be the liability of Tenant. Any linoleum or other form of floor
covering shall be a permanent fixture and the property of Landlord upon
the termination of the lease without credit or compensation to Tenant.
6.2 All construction work done by Tenant within the Demised Premises
shall be performed in a good and workmanlike manner. Tenant agrees to
indemnify Landlord and hold it harmless and defend it against any loss,
liability or damage resulting from such work and Tenant shall, if requested
by Landlord, furnish bond or other security satisfactory to Landlord against
any such loss, liability or damage. Tenant shall permit no liens to attach
to the leased permises or the leasehold estate of Tenant during the term of
the lease and Tenant's failure to undertake to rectify any lien claims which
may be filed in connection with the leasehold estate of Tenant within sixty
(60) days of the filing of any such lien claim may be considered, at
Landlord's option, an item of default under the terms of this lease.
ARTICLE VII
SIGNS
7.1 Tenant shall have a right to install an appropriate sign
indicating the name of the building being constructed by Tenant on the
Demised Premises provided same shall be subject to Landlord's prior written
approval as to its construction and method of attachment; further, Tenant
shall keep same in good condition and in proper order at all times. Upon
termination of the lease, Tenant shall have the right to cause said sign
to be removed at its expense and shall be responsible for the repair,
painting and/or replacement of the facia surface where the sign is attached.
ARTICLE VIII
UTILITIES
8.1 Tenant shall promptly pay all charges for utilities furnished to
the Demised Premises, not otherwise the obligation of Landlord under the
terms of this lease, and shall promptly pay any maintenance charges in
connection therewith.
ARTICLE IX
INSURANCE
9.1 Tenant agrees to purchase and maintain in effect during the
term of this lease a policy or policies of i nsIiranra wr;trcn ti., „..
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Tenant agrees that if additional improvements are made during the term of
the lease, additional insurance coverage will be obtained in an amount equal
and sufficient to cover the insurable value of such addition and improvements.
The cost of premiums for all such policies of insurance shall be paid by
Tenant and shall bear the joint names of Landlord and Tenant and duplicate
copies shall be delivered to Landlord. The proceeds from such policies
shall be used, if payable, in accordance with the terms relating thereto
as herein provided. At such time as any policy provided under this section
shall expire or terminate, renewal or additional policies shall be procured
and maintained by Tenant in like manner and to like extent.
9.2 Without limiting Tenant's liability under the provisions of the
lease, Tenant shall, at Tenant's sole cost, keep in force a policy or
policies providing public and comprehensive general liability insurance
including the City as a named insured, in such amount and for such perils
and risks as may from time to time be designated by Landlord including
those for bodily injury, death and property damage, with initial limits
of not less than Five Hundred Thousand ($500,000.00) Dollars per occur-
rence, and including contractual liability coverage in an amount equal to
the aforesaid coverage amount which shall specifically cover the indemnity
and hold harmless agreements herein. An original policy shall be furnished
to the City Manager.
ARTICLE X
DAMAGE BY FIRE OR OTHER CASUALTY
10.1 Subject to the provisions of subparagraphs 10.2 and 10.3 of
this Article X, if the buildings or other improvements located on the
demised premises are damaged by fire or other casualty insurable under the
coverage provided by the terms of this Lease, the proceeds from such
casualties shall be payable to the Landlord and Tenant to be used to repair,
replace and/or restore the building to the condition in which it existed at
the time of such fire or casualty. All costs of repair, restoration or
reconstruction shall be the liability and obligation of Tenant and same
shall be commenced within six (6) months of such casualty and completed
without undue delay except for good cause not the fault of Tenant.
Tenant will notify Landlord in writing within five (5) days of any unexpected
delay in the undertaking of repairs, replacement or restoration including
the reason therefor and a request for any time extension reasonably necessary
and Landlord agrees to extend such time if same is not due to any fault of
Tenant.
10.2 If the damage to the leased premises is less than 50% of the
replacement cost of the demised premises (exclusive of foundations and
land) immediately prior to such casualty, then Tenant shall promptly
after such casualty, commence to repair the damage to the demised premises
and restore same to substantially same condition as it existed prior to
such casualty and complete the same without undue delay except for good
cause not the fault of the Tenant. Tenant will notify Landlord in writing
within five (5) days of any unexpected delay in the undertaking of repairs,
replacement or restoration including the reason therefor and a request for
any time extension reasonably necessary and Landlord agrees to extend such
time if same is not due to any fault of Tenant.
10.3 If the damage to the leased premises is greater than 50% of the
replacement cost of the leased premises (exclusive of foundations and land)
in escrow in a bank account to be held as a trust fund for the purpose
of paying for the cost of rebuilding and repairing the Demised Premises
and the costs of making such temporary repairs or doing such work as
may be necessary to protect the leased premises against further injury.
The bank shall be entitled to reasonable compensation payable out of
such fund. If the net insurance proceeds shall exceed such costs, such
excess shall belong to and be paid over to Tenant upon completion of
and payment for such work. If Landlord elects to repair or reconstruct
the leased premises, and the insurance proceeds are insufficient, then
Landlord shall pay the full costs of such reconstruction or any deficiency
in such insurance proceeds as the case may be.
ARTICLE XI
ASSIGNMENT AND SUBLETTING
11.1 Tenant shall not, without the prior written consent of Landlord,
transfer, assign, sublet, mortgage or hypothecate this lease or Tenant's
interest in and to the premises or any part thereof. Any attempt to
transfer, assign or sublet without prior written consent of Landlord shall
be void and confer no rights upon any third person.
ARTICLE XII
DEFAULT BY TENANT
12.1 Events of default:
The lease is made upon the condition that Tenant shall punctually
and faithfully perform all of the covenants, conditions and agreements by
it to be performed as set forth herein. The following shall each be deemed
to be an "Event of Default" :
(a) All or any part of the rent required to be paid by
Tenant under this lease shall be at any time in arrears and
unpaid for twenty (20) days after said rent is due according
to the terms of the lease.
(b) Tenant fails in the observance or the performance
of any of its other covenants, agreements or conditions
provided for in this lease, or Tenant shall close, abandon,
or discontinue use and operation of the Demised Premises for
the Permitted Use for a period of thirty (30) consecutive
days or more, and the failure shall continue for a period
of thirty (30) days after written notice thereof from
Landlord to Tenant (unless such failure cannot reasonably
be cured within thirty (30) days and Tenant shall have commenced
to cure said failure within said thirty (30) days and continues
diligently to pursue the curing of the same) .
(c) The estate created in Tenant hereby is taken in
execution or other process of land or is placed in the hands
of a liquidator or receiver or trustee and such receivership,
trusteeship or liquidation continues for a period of thirty
(30) days without any effort having been commenced to cure
said condition or if Tenant admits in writing that he cannot
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(a) Retake possession of the Demised Premises from
Tenant by summary proceedings or otherwise and/or
(b) Terminate the lease upon sixty (60) days written
notice to Tenant, which shall not constitute additional time
to the notice under paragraph 12.1 within which to cure an
event of default.
ARTICLE XIII
DEFAULT BY LANDLORD
13.1 Except as otherwise provided in this lease, Landlord shall be in
default under this lease if Landlord fails to perform any of its obligations
hereunder and said failure continues for a period of thirty (30) days after
written notice thereof from Tenant to Landlord (unless such failure cannot
reasonably be cured within thirty (30) days and Landlord shall have commenced
to cure said failure within said thirty (30) days and continues diligently to
pursue the curing of same) .
13.2 Upon default by Landlord, Tenant shall have a right to terminate
this lease upon giving Landlord 90 days notice in writing of its intention
to terminate the lease to be effective 91 days from the date of delivery of
such notice to Landlord. If Tenant terminates the lease, the building
together with all other permanent improvements located on the property
shall belong to Landlord without right of reimbursement to Tenant.
ARTICLE XIV
QUIET ENJOYMENT
14.1 Upon payment by Tenant of rent herein provided and upon observance
of all other terms and conditions of the agreement as performable by Tenant,
Tenant shall peaceably and quietly hold and enjoy the Demised Premises for
the term without hindrance or interuption by Landlord or any other person
or entity claiming by, through or under Landlord.
ARTICLE XV
ARBITRATION
15.1 THIS AGREEMENT IS SUBJECT TO ARBITRATION UNDER THE TEXAS GENERAL
ARBITRATION ACT, AS AMENDED FROM TIME TO TIME, AND AS IN FORCE AT THE TIME
OF ARBITRATION.
15.2 Subject to Section 15.3, the City Manager of the City of Port
Arthur, as representative of the Landlord, and the President of Texas
Artists Museum Society, as representative of the Tenant, are hereby
constituted a permanent board of arbitration. Either party from time to
time hereafter, upon ten (10) days written notice to the other party, may
substitute any person in lieu of its representative. Said board shall
have power, upon the written concurrence of both of its members, to
determine every question which may arise under the lease. If they fail to
agree, they shall name a disinterested third party, and the question in
Court, being the County, Judge, in and for Jefferson County, State of Texas.
If a dispute has not been resolved by the arbitration process within sixty
(60) days from the delivery of the initial written request for arbitration
by either party then either party may take the matter to court.
15.3 If any matter in controversy involves a dispute or claim with
jurisdictional amount exceeding $1,000.00 by either party against the
other, then the conditions of arbitration herein set forth shall not be
binding on the parties and either party may seek relief through a court
of competent jurisdiction, PROVIDED HOWEVER, that the parties, by mutual
consent, may elect to submit such claim to arbitration on an "advisory
only" basis or on a binding basis as provided in Section 15.2.
ARTICLE XVI
OPTION FOR RENEWAL
16.1 Tenant is hereby granted ,an option to extend the term of this
lease for an additional period of twenty-five (25) years on expiration of
the term of this lease at the same rental and under the same terms, covenants
and conditions, so far as applicable, and subject to the same exceptions and
reservations, as contained in this lease.
16.2 The option shall be exercised by written notice setting forth
Tenant's election to exercise the option delivered to Landlord by United
States mail within 180 days prior to the expiration of the initial term of
this lease, same to be delivered by Certified Mail or Registered Mail, Return
Receipt Requested.
16.3 This option shall be exercisable only if all other terms and
conditions of the lease agreement have been fulfilled by Tenant at the time
of the exercise of the option; if Tenant has failed to fulfill all other
terms of the lease agreement as of said date, or if Landlord refuses to
waive the performance of any of such terms, then Tenant shall have been
deemed to have forfeited its right to exercise the option herein set forth.
ARTICLE XVII
MISCELLANEOUS
17.1 Captions in this lease or a matter of convenience and do not
amplify, define, limit, construe or describe the scope or intent of any
section of the lease.
17.2 The neuter, feminine or masculine pronoun when used herein shall
each include each of the other genders and the use of singular shall include
the plural.
17,3 Notwithstanding which party was responsible for the drafting of this
lease, same shall be interpreted in accordance with a general tenor of the
language in an effort to reach the intended result.
17.4 The lease, covenants and conditions thereof shall inure to the
benefit of the parties, their respective successors, legal representatives
and assigns, where permitted.
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17.6 If either party shall be delayed or hindered in or prevented
from the performance of any act required hereunder by reason of strikes,
lock outs, labor troubles, inability to procure labor or materials, failure
of power, restrictive governmental laws or regulations, riots, insurrection,
war, fire or other casualty or other reason of similar or dissimilar nature
beyond the reasonable control of the party delayed in performing work or
doing acts required under the terms of this lease, then performance of such
act shall be excused for the period of the delay and the period for the
performance of such act shall be extended for a period equivalent to the
period of such delay.
17.7 If any provision of this lease is capable of two constructions,
one of which would render the provision invalid and the other of which would
render the provision valid then the provision shall have the meaning which
renders it valid.
17.8 There are no oral agreements between the parties affecting the
lease and the lease supercedes and cancels any and all previous negotiations,
arrangements, letters of intent, lease proposals, documents of similar
import except as to any enabling legislation with reference to the ability
of the City of Port Arthur to enter into and be a party to this lease.
17.9 The laws of the State of Texas shall govern the validity,
'performance and enforcement of this lease, and same shall be performable
in Jefferson County, Texas.
17.10 Waiver by either party of any term, covenant, agreement or
condition herein contained shall not be deemed to be a continuing waiver
as to any preceding breach by either party. No waiver of any covenant,
term, agreement or condition of the lease or legal right or remedy shall
be implied by the failure of Landlord to declare forfeiture or for any other
reason.
17.11 The rights and remedies provided by the lease to either party are
cumulative and the use of any one right or remedy by either party shall
not preclude or waive either party's right to use any or all other remedies.
17.12 Any notice or communication desired, required or permitted hereunder
shall be in writing and be delivered in hand by one party to the other or
shall deemed to have been delivered upon the earlier of three working days
after it is deposited in US Registered or Certified Mail, Return Receipt
Requested, postage pre-paid, or the earlier date of actual receipt thereof
as evidenced by return receipt. The notices shall be addressed as follows:
LANDLORD TENANT
City of Port Arthur Texas Artist Museum Society
ATTN: City Manager's Office P. O. Box 3801
P. O. Box 1089 Port Arthur, TX 77643
Port Arthur, TX 77640
Such addresses may be changed from time to time by either party by giving
notice as provided above.
DONE, EXECUTED and EFFECTIVE, in multiple counterparts, each of which
shall have the force and effect of an original if exec:utPd by all nar - a
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LANDLORD
ATTEST: CITY OF PORT ARTHUR, TEXAS
a municipal corporation
City Secretary By
Its Mayor
TENANT
TEXAS ARTISTS MUSEUM SOCIETY
ATTEST: a Texas non-profit corporation
By
Its Secretary Its President -
THE STATE OF TEXAS .
COUNTY OF JEFFERSON :
This instrument was acknowledged before me on this the day
of , 1987, by MALCOLM CLARK, Mayor of the City of
Port Arthur, a Texas Municipal Corporation, on behalf of said Corporation.
My Commission Expires: NOTARY PUBLIC, STATE OF TEXAS
(Typed or printed name of Notary)
THE STATE OF TEXAS .
COUNTY OF JEFFERSON :
This instrument was acknowledged before me on this the day of
, 1987, by JEWEL BECK, President of TEXAS ARTISTS
MUSEUM SOCIETY, a Texas non-profit Corporation, on behalf of said non-
profit corporation.
My Commission Expires: NOTARY PUBLIC, STATE OF TEXAS
(Typed or printed name of Notary)
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1. 563 ACRE TRIANGULAR PARCEL OUT
OF 20. 046 ACRE CULTURAL CENTER TRACT
February 21, 1983
A 1.563 acre tract of land, more or less, out of and
a part of Lot 2 , Block 8, Range "I" of the Lands of
Port Arthur Land Company Survey according to the plat
thereof as recorded in Volume 1 , Page 22 of the Map
Records of Jefferson County, Texas. Said 0.81 acre
tract also being a part of that certain 20.0406 acre
tract conveyed to the City of Port Arthur by deed recorded
in Volume 2010, Page 75, Jefferson County Deed
Records, Jefferson County, Texas , aforesaid 1 .563 acre
tract being more fully described by metes and bounds
as follows:
Commencing at a concrete monument at the common corner
or Lot 5, Block 7, Range "II", Lot 4 , Block 8, Range "H",
Lot 8, Block 7 , - Range ' I" and Lot 1 , Block 8, Range "I"
of the Lands of Port Arthur Land Company;
THENCE bearing S . 41°13'W. following the line common to
Blocks 7 and 8, Range "I", for a distance of 60 feet to a
concrete monument set in the westerly right of way of
Ninth Avenue , as widened, said point also being the most
southeasterly corner of the Pnrt Arthur Independent School
District property and the most Easterly northeast corner
of aforesaid City of Port Arthur 20.0406 acre tract;
THENCE, continue along the line common to Blocks 7 and 8,
Range "I" same being theline common to the City of Port
Arthur 20. 0406 acre tract and the Port Arthur Independent
School District property, bearing S. 41°11 '25" W. for a
distance of 707. 23 feet to an iron pipe, point for. corner;
THENCE, N. 48°51 ' 15" W. along the common property line of
the Port Arthur Independent School District and the City of
Port Arthur for a distance of 240. 0 feet to the POI.NT
OF BEGINNING of the herein described 1 . 563 acre tract ,
point for corner;
THENCE, S. 41°08' 45"W. for a distance/of 432.8282 feet,
to a point on the East line of a Jefferson County
Drainage District No. 7, 75 foot wide ROW easement , point for corner;
THENCE, N. 05°06' 21" E. along the East line of the 75 foot
wide drainage easement for a distance of 535. 2767 feet to a
monument, point for corner,
THENCE S. 48°51 ' 15" E. for a distance of 314 . 93 feet: to the
POINT OF BEGINNING of the herein described tract of land, said
tract containing 1 .563 acres , more or less .
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:i^�''T'''�'T•�"`' 3100 25TH STREET • PORT :.RTHUR 1EC.;5
' - ' 7225220. 985•d997
PROPOSED TAMS SPECS
November 29,1986
SPECS:
1. Pre-engineered metal =___d:-g (10= eases a: _ _ T2-: pitch
roofs) . -'
2. Standing seam metal roof similar to C_•::- ---_
1- fascia.
3 . Brick veneer e.t front of bui ldi nE and unfer Torch.
4 . Brick columns end brick veneer above columns at porch,
5 . Interior side of exterior halls and all :__ __tions to be gypsum
board on metal studs.
6 . All ceilings 2 ' x 4' acoustical (meetin= t_ have cathedral
ceiling - 2 x 4 acoustical from 9° at -c t and south sides up
at 3:12 pitch to center of room) .
7 . Two air conditioning units - one at meet_n r /rest rooms/
kitchen and one at studios.
8. Floors - all vinyl composition tile except cffica t: be
carpet.
9. Window A/C Unit at Office.
[ EXHBTc
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EXHIBIT "B"
s.pr20772
MEMORANDUM of UNDERSTANDING
BETWEEN
The City of Port Arthur and
Texas Artists Museum Society
This document and partnership is in reference to the Texas Artists Museum Society(TAMS) Building
administration.
Background
The City of Port Arthur's Texas Artists Museum Building at 3501 Cultural Center Drive, Port Arthur,
Texas has been leased to the Texas Artists Museum Society since 1987. Hurricane Harvey caused severe
damage to the building and the organization is in the process of restoring the facility. The City of Port
Arthur has added the facility to its inventory for Fire, Windstorm and Flood insurance coverage to
mitigate any future events. As a result,the lease agreement between the parties is terminated and
replaced with this Memorandum of Understanding between the parties.
The permitted use of the building is to continue to be a cultural center for the advancement, promotion
and funding of the arts,open to the citizenry. It will serve as a location where the Texas Artists Museum
Society will provide art shows displaying local artists' talents and promote art education to the public.
Because of the unique purpose of the facility,the Texas Artists Museum Society will administer the
facility.The TAMS Board of Directors voted to approve the Memorandum of Understanding with the
City of Port Arthur.
Mutual Understanding of Key Partners
With respect to the facility the City of Port Arthur and TAMS have met and discussed the types of events
and uses for the facility and agreed TAMS will continue the advancement, promotion and funding of the
arts, open to the Port Arthur citizenry and administration of the facility through a partnership with the
City of Port Arthur.
The Texas Artists Museum Society(TAMS)
The Texas Artists Museum Society agrees to develop the policies for the TAMS Building, provide staff
support for the facility janitorial and administration needs,develop a section of their website to highlight
the local arts activities and artists, seek programs that meet the intended vision of the facility, market the
facility, develop a brochure to assist in the marketing of the facility to the area,develop a process for the
reservation of the facility, and the day to day management of the facility. Pursuant to City Ordinance,no
smoking is allowed in the building. TAMS will oversee day to day operations, provide feedback to the
City of Port Arthur and solicit input and evaluations from the community. TAMS agrees to these stated
responsibilities with the understanding that the funds to accomplish the daily operations of the facility
will not come from the City of Port Arthur.
The City of Port Arthur Commitment
The City of Port Arthur agrees to designate one staff person as the primary contact for all reporting
activities. In addition to a point of contact,the City of Port Arthur will continue to provide lawn
maintenance,water,garbage and sewer as with other city facilities.The insurance needs and requirements
for structure,contents and liability is the responsibility of the City of Port Arthur as the owners of the
facility and grounds.The City of Port Arthur entrusts the administration and daily management of the
TAMS Building to the Texas Artists Museum Society.
April 2019
MEMORANDUM of UNDERSTANDING
BETWEEN
The City of Port Arthur and
Texas Artists Museum Society
Grievance/Conflict Mediation
Conflicts and grievances will be presented to the City Council for resolution.
Time Frame of Agreement
This Memorandum of Understanding will remain in effect for 24 months with the understanding that the
City of Port Arthur and TAMS representatives will meet at a date,time and location to be determined to
evaluate the partnership and develop a plan for continuing the relationship or transitioning the
administration fully or partially to the City of Port Arthur.
Early Termination
If at any point during the time period of the agreement either party wishes to terminate the relationship,
they may do so with a 60 day written notice to the partner. At such time,the Grievance/Conflict
Mediation Committee will schedule a meeting within two weeks of the date of the notice to discuss an
amicable transition of administration and programming responsibilities.
This agreement is entered into on the_day of ,2019,and will remain in effect as
outlined within the document or until such time as either party files written termination notice with all
parties.
Interim City Manager Mark Nesmith
City of Port Arthur Texas Artists museum Society President
Date Date
April 2019