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Ordinance No. 15,381 ORDINANCE NO. 15,381 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A LEASE AGREEMENT WITH ESV PROPERTIES, LP, FOR OFFICE SPACE FOR THE CITY OF BAYTOWN EMPLOYEE WELLNESS CLINIC; AUTHORIZING PAYMENT THEREFOR; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ******************************************************************************** BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager and the City Clerk of the City of Baytown to execute and attest to a Lease Agreement with ESV Properties, LP, for office space for the City of Baytown Employee Wellness Clinic. A copy of said lease agreement is attached hereto,marked Exhibit"A,"and made a part hereof for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to ESV Properties, LP, in accordance with the terms of the Lease Agreement, which is attached hereto as Exhibit "A." Section 3: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this the 23rd day of February, 2023. o10e0[ovv/v OB POWELL, Mayor Proem ATTEST: ,.• •.-z� co0 . i .1 QGEILVACKS re ty,-Ccle 2� or- APPROVED AS TO FO SCOTT LEMON , City Attorney RAKaren Anderson\ORDINANCES\2023\2023.02.23 ESVOfticeSpace4EmployeeClinic.docx EXHIBIT "A" Lease Agreement STATE OF TEXAS § HARRIS COUNTY § This Lease Agreement (this "Agreement" or "Lease") is made and entered into between the City of Baytown,Texas,a municipal corporation,hereinafter referred to a"Lessee," and ESV Properties LP,a Texas limited partnership,hereinafter referred to a"Lessor." In consideration of the mutual covenants and agreements of this Lease, Lessor leases to Lessee and Lessee leases from Lessor the right of possession, use and occupy Suite 130,consisting of 1679 rentable square feet of space in the building located at 4002 Garth Road, Baytown, Harris County Texas. I. LEASE 1.1 PREMISES. For and in consideration of the covenants made by Lessee herein, Lessor has leased, demised and let and by these presents does lease, demise and let unto Lessee and Lessee by these presents does hereby lease and take from Lessor the Premises. TO HAVE AND TO HOLD the Premises unto Lessee, its successors and assigns,for and during the Term. 1.2 COMMON AREA. For and in consideration of the covenants made by Lessee herein, Lessor hereby;grants Lessee, its agents, employees, customers, and invitees the privilege to use the parking areas and the other Common Areas and all rights, alleys, rights-of-way easements, and appurtenances thereunto belonging or in any way appertaining to Premises and the property on which the same is located on a non-exclusive basis in common with the general public and other lessees and their respective agents employees, customers and invitees. Such non-exclusive right to use the parking; facilities shall be subject to all of the terms and conditions imposed at any time by the Lessor or the Lessor's developer,so long as such terms and conditions are no inconsistent with this Lease. 1.3 SIGNS. For and in consideration of the covenants made by Lessee herein, Lessor hereby;grants Lessee, at Lessee's sole cost and expense, the privilege of placing a sign approved by the Lessor on any and all monument signs of the Lessor. Additionally, Lessee shall have the privilege to install on the Premises as many signs in the format of its own designation as permitted by Lessor. 1 Wellness Center Lease 2023 II. TERM 2.1 TERM. The term of this Lease is for one (1) year(the "Term"), unless terminated sooner or extended as provided in this Lease.The Term shall commence on March 1,2023. 2.2 HOLDING OVER. If Lessee holds over and continues in possession of the Premises after the expiration or termination of this Lease,the holding over may be considered by the Lessor and at the Lessor's option a month- to-month tenancy binding Lessee to all terms and conditions as set forth in this Lease with the following exceptions: The rental payments due Lessor shall be THREE THOUSAND SEVEN HUNDRED NINETY-ONE AND 80/100 DOLLARS($3,791.80)per month as adjusted each year by the same percentage during the holding over as the Consumer Price Index,All Urban Consumers for the Houston-Galveston-Brazoria Area (published by the United States Bureau of Labor Statistics, Consumer Price Index) (the "CPI-U") shall have increased during the preceding twelve months based upon such index sixty-four(64) days prior to the effective date of the change. Such amount shall be payable on the first day of each month thereafter until the tenancy is terminated in a manner provided by law or as a remedy elected by Lessor under the terms of this Lease. 2.3 DAMAGE OR DESTRUCTION OF PREMISES BY FIRE OR OTHER CASUALTY. 2.3.1 NOTICE TO LESSOR. If the Premises or any structures or improvements on them are damaged or destroyed by fire,tornado,or other casualty,regardless of its cause,Lessee must immediately give Lessor written notice of the damage or destruction. 2.3.2 TOTAL DESTRUCTION. If a fire, tornado, or other casualty or occurrence not caused in whole or in part by the negligence, gross negligence, or intentional tort of Lessee or any person in or about the Premises with Lessee's express or implied consent, totally destroys the Premises, as determined by the Lessor or Lessee,this Lease will terminate upon written notice of either party to the other. 2.3.3 PARTIAL DESTRUCTION. If the Premises are damaged by fire,tornado, or other casualty or occurrence not caused in whole or in part by the negligence, gross negligence, or intentional tort of Lessee or any person in or about the Premises with Lessee's express or implied consent, and the damage does not amount to a total destruction as set out in Section 2.3.2 and as determined by Lessor,Lessor may,at its sole option,proceed immediately to rebuild or repair the Premises to substantially the same condition it was in before the damage. If the damage renders the Premises untenantable in whole or in part as determined by the Lessee, rental payments to be tendered as consideration for the use of the Premises during the period in which the Premises are tenantable shall be abate and shall be permanently withheld. Rental payments shall resume once the Premises are tenantable and Lessee is able to use the same for Lessee' intended purposes.If the Lessor determines not to rebuild or repair the Premises,the Lessor or Lessee may terminate this Lease upon written notice to the other party. 2 Wellness Center Lease 2023 2.4 CONDEMNATION BY EMINENT DOMAIN. 2.4.1 REPRESENTATIVE OF EACH PARTY. Lessor and Lessee shall each have the right to represent its respective interests in each proceeding or negotiation with respect to a taking or intended taking and to make full proof of its claims. Lessor and Lessee each agree to execute and deliver to the other any instruments that may be required to effectuate or facilitate the provisions of this Lease relating to condemnation. 2.4.2 TOTAL TAKING. 2.4.2.1 AWARD. On a total taking, the award therefor shall be distributed and paid to Lessee and Lessor as their respective interests under this Lease ma; appear. The following matters shall be used in determining the respective interests of Lessor and Lessee: a. The interest of Lessor shall be based on the value of Lessor's interest in real property of the Premises; and b. The interest of Lessee shall be based on the value of Lessee's Premises improvements and its leasehold interest in the Premises, if expressly awarded. 2.4.2.2 TERMINATION If,during the Term or any extension or renewal of the Lease,all of the Premises are taken for a public or quasi-public use under any governmental law, ordinance, or regulation, or by right of eminent domain, or are sold to the condemning authority under threat of condemnation, this Lease will terminate effective as of the date the condemning authority takes possession of the Premises. 2.4.3 PARTIAL TAKING. 2.4.3.1 AWARD. In the event of a partial taking, Lessor shall be entitled to a portion of the award equal to the value of the real property of the Premises and the fee simple title to the remaining portion of the Premises, and Lessee shall be entitled to a portion of the award equal to the value of the Premises Improvements and its leasehold interest in the Premises, if expressly awarded. 2.4.3.2 TERMINATION OR RENTAL PAYMENT ADJUSTMENT. If less than all of the Premises is taken for any public or quasi-public use under any governmental law, ordinance, or regulation or by right of eminent domain, or is sold to the condemning authority under threat of condemnation, Lessor or Lessee may terminate the Lease by giving thirty days' written notice to the other. If the Premises are partially taken and Lessor and Lessee elect not to terminate this Lease, this Least will not terminate; however, under any governmental law, ordinance, or regulation or by right of eminent domain, or is sold to the condemning authority 3 Wellness Center Lease 2023 under threat of condemnation, Lessor or Lessee may terminate the Lease by giving thirty days'written notice to the other.If the Premises are partially taken and Lessor and Lessee elect not to terminate this Lease,this Least will not terminate;however, a. rental payments will be abated during any period in which Lessee is unable to use the Premises a contemplated herein and will be adjusted equitably a determined by the Lessor and Lessee during the unexpired portion of this Lease; and b. Lessor shall promptly commence reconstruction of the improvements damaged by such partial taking to as near a condition as existed prior to such taking as is practicable and thereafter diligently prosecute the same to completion. III PAYMENTS 3.1 RENT. Lessee promises and agrees as compensation for using and occupying the Premise it shall pay Lessor THREE THOUSAND SEVEN HUNDRED NINETY-ONE AND 80!100 DOLLARS ($3,791.80) per month payable in advance. The amount of such rental payment shall be adjusted annually to reflect the CPI-U of the month sixty-four(64)days prior to the anniversary date of this Lease. All payments required herein to be paid by the Lessee shall be due on or before the fifth (5th) day of each month an shall be paid in lawful money of the United States to Lessor at the address listed in Section 7.9 hereinbelow. 3.2 PROMPT PAYMENT OF RENT. Lessee's right to possession and all of Lessor's obligations hereunder are expressly contingent upon the prompt payment of rent and maintenance fees,and the use of the Premises by Lessee is obtained only on the condition that rent and maintenance fees are paid on time. Payment of rent and maintenance fees shall be independent covenants and all monies received by Lessor shall be applied first to non-rent obligations of Lessee and then to rent regardless of any notation on the check. At any time after Lessor's receipt of a check from Lessee for rent or for a maintenance fee,such check is not honored by the drawing financial institution due to insufficient funds or is otherwise dishonored twice for any reason, Lessor may at any time thereafter,at Lessor's sole option, require that all rent,maintenance fees,and other sums due from Lessee hereunder be paid either by cashier's check or money order. Failure to pay any rent or maintenance fee as and when required will not only be considered a breach of this Lease but also result in interest, as specified in Section 5.5, being charged on the delinquent rental and/or maintenance payments commencing on the date the payment first becomes overdue. 3.3 INTEREST ON DELINQUENT PAYMENTS. Delinquent payments shall bear interest at the rate specified in Section 2251.025 of the Texas Government Code, and as amended. Such interest shall commence on the date the payment first becomes overdue and continuing until the delinquent payment is paid in full. 3.4 UTILITIES. 3.4.1 TELEPHONE, CABLE,AND INTEREET. Lessee agrees to pay for telephone,cable and internet services,if any,furnished on the 4 Wellness Center Lease 2023 Premises for the Term of the Lease. 3.4.2 ELECTRICITY,NATURAL GAS AND WATER. Lessee shall pay for the electricity,natural gas and water and sewer utility charges. IV. USES 4.1 USE OF PREMISES. Lessee shall use the Premises solely as a medical clinic for its employees,retirees and certain family members. At the Premises,the Lessee's contractor shall engage in the private practice of medicine and other related operations incidental to the City's clinic. 4.2 LIMITATIONS ON USE. Lessee shall not: ➢ Use the Premises for any unlawful purpose in violation of any valid and applicable law, regulation,or ordinance of the United States,the State of Texas,or the City of Baytown or other lawful authority having jurisdiction over the Premises,but rather shall conform to all such laws, regulations and ordinances. Lessee shall not cause, permit or suffer any waste, damages, or injury to,any portion of the Premises. ➢ Commit or permit any act or acts in or on the Premises or use them or suffer them to be used in any manner that will increase the existing fire, liability, and other insurance rates on the Premises and its contents or that will cause a cancellation of any insurance policy covering the improvements on the Premises. Lessee shall not keep,hold,store,use,or sell in or on the Premises any product or article prohibited by the standard fire insurance policy, as it now exists or may later provide,covering the improvements on the property or permit or suffer any such product or article to be kept, held, stored, used, or sold in or on the Premises. Lessee will, at its sole expense, comply with all requirements of Lessor's insurance carriers necessary for the continued maintenance of reasonable fire and liability insurance covering the Premises. ➢ Permit any objectionable odors to emanate from the Premises; permit smoking, illegal drugs, alcohol, or concealed weapons on any portion of the Premises; place or permit any loud speaker or amplifier or otherwise allow any objectionable noises or vibrations to emanate from the Premises; or take or permit any other conduct that would constitute a nuisance or would disturb or endanger other tenants or unreasonably interfere with their use of their respective premises. 4.3 LESSOR'S COVENANT OF TITLE. Lessor covenants and warrants that Lessor has the full right and lawful authority to enter into this Lease for the full term hereof and that Lessor has good,valid and marketable title to the Premises. Lessor hereby warrants and defends unto Lessee the quiet enjoyment and possession of the Premises throughout the Term. 4.4 PARKING. Lessor agrees and warrants that Lessee and its agents,employees,customers,and invitees shall have 5 Wellness Center Lease 2023 the privilege,together with the other tenants and their respective employees,invitees and customers and the general public, to use the parking areas for vehicle parking purposes only as depicted in Attachment 1. Lessee understands and agrees that throughout the Term of this Lease, the parking areas and the modes of ingress and egress may be changed from time to time at the sole option of the Lessor; however, the Lessor acknowledges that Lessor will do nothing(i) to restrict access to the Premises and parking thereon by fire trucks and other large commercial vehicles or (ii) to substantially decrease the number of parking spaces allotted for the Premises to below the number of parking spaces required for the Premises pursuant to City ordinance or other law or regulation. V. REPAIRS AND MAINTENANCE 5.1 LESSOR'S OBLIGATION FOR REPAIRS AND MAINTENANCE. Lessor will, throughout the term of this Lease, at its own expense and risk, maintain the common areas, the Premises and all improvements thereon in full compliance with all codes, rules and regulations of the City of Baytown as well as all other governmental entities having jurisdiction. Additionally, Lessor will, at its own expense and risk, maintain the common areas, the Premises and all improvement thereon in good order, appearance, and condition, including, but not limited to making all repairs and replacements necessary to keep the Premises and improvements in that condition. Specifically, Lessor, at its expense, shall maintain and keep the Premises, including without limitation,parking areas,windows,door: skylights,storefront, interior walls,building roof and exterior walls in good repair; Lessor shall maintain any lawn and shrubbery on the Premises. All maintenance repair,alteration,and/or construction work undertaken by Lessee shall be done in workmanlike manner. The Lessor shall be responsible for ensuring that a firefighting systems and equipment are regularly inspected and remain in the highest degree of readiness. Lessor shall also comply with all applicable statutes, ordinance and regulations affecting access by persons with disabilities.All maintenance,repairs,and replacements required by this section must be performed promptly when require as determined by either the Lessee or the Lessor. If repairs are requested by the Lessee, such repairs must be commenced within five (5) calendar days of Lessor's receipt of such request and must be diligently prosecuted to completion, a determined by the Lessee. 5.2 LESSOR'S FAILURE TO REPAIR OR MAINTAIN. If Lessor fails to perform its obligation to repair, replace, or maintain, as set forth above, Lessee may make the repairs or replacements or perform the require maintenance or Lessee may have the repairs or replacements made or maintenance performed by another. In either event, Lessee will thereafter inform Lessor of the cost of any such maintenance, repairs, or replacements and Lessor shall reimburse Lessee for that amount, plus interest as provided in Section 3.3 from the date of Lessee's until paid. 5.3 NO ALTERATIONS, IMPROVEMENTS, OR ADDITION OF FIXTURES WITHOUT CONSENT. Lessee will not alter or improve the Premises or install or affix any machinery equipment,appliance, or other fixture without submitting to Lessor detailed plan and designs for such alteration, improvement,or installation and obtaining Lessor's written consent to perform all acts necessary to so alter, improve,or install. When this Lease expires or sooner terminates,Lessee may remove any such addition improvements, or fixture at Lessee's cost and shall restore the Premises to the same or similar condition it was in prior to any such addition, improvement or fixture allowing for reasonable wear and tear.Any alterations,additions, improvements,and fixtured made or placed in 6 Wellness Center Lease 2023 or on the Premises at Lessee's expense and with Lessor's consent and not removed prior to the expiration or termination of this Lease shall belong to Lessor without compensation to Lessee. 5.4 SURRENDER OF PREMISES. The Lessee shall surrender the Premises to the Lessor at the end of the Term in the same or similar condition as when it took possession under this Lease,allowing for reasonable wear and tear. VI. DEFAULT AND TERMINATION 6.1 ACTS OR OMISSIONS CONSTITUTING DEFAULT; GRACE PERIOD. The following events shall be deemed to be events of default under this Lease: i. the failure by either party to make any required payment when due and when that failure continues for a period of ten(10)days after written notice of the failure is given; or ii. the failure to perform or comply with any other term, provision, covenant, or other obligation imposed by this Lease or implied in law and fails to cure or remedy or commence to cure or remedy that failure within thirty (30) days after written notice of the failure is given. 6.2 LESSOR'S REMEDIES FOR DEFAULT. In the event of default by Lessee as set out in Section 6.1, Lessor shall have the option to pursue any one or more of the remedies provided in this Lease or afforded Lessor by law, without further notice or demand and without prejudice to any other remedy: i. Lessor may enter into and upon the Premises and retake possession,by legal proceedings or otherwise,expel Lessee and anyone claiming through or under Lessee,remove Lessee's or a claimant's goods and effects, forcibly, if necessary, and store the goods in the name and at the expense of Lessee. ii. After retaking possession as set out above,or upon abandonment of the Premises by Lessee, Lessor may at Lessor's option relent the Premises or any part of the Premises for a term or terms that may be less than or exceed the period that would otherwise constitute the balance of the term of this Lease.The Lessee shall be liable to the Lessor for the difference between the rental payments due under this Lease and the rental payments received by Lessor from another lessee for the balance of its term. Lessor shall have the affirmative duty to mitigate its damages in the event of a default by the Lessee. 6.3 LESSEE'S REMEDIES FOR DEFAULT. In the event of default by Lessor as set out in Section 6.1, Lessee may terminate the Lease without further notice or demand and without prejudice to any other remedy it may have in law or equity. 6.4 NON-APPROPRIATION. This Lease shall not be construed as a commitment, issue,pledge or obligation of any specific taxes or tax revenues for payment to Lessor. 6.4.1 All payments or expenditures made by the Lessee under this Lease are subject to the Lessee's 7 Wellness Center Lease 2023 appropriation of funds for such payments or expenditures to be paid in the budget year for which they are made. 6.4.2 In the event the Lessee does not appropriate funds in any fiscal year of payments due or expenditures under this Lease,the Lessee shall not be liable to Lessor for such payments or expenditures unless and until appropriation or said finds is made; provided, however, that Lessor,in its sole discretion shall have the right but not the obligation to terminate this Lease and shall have no obligations under this Lease for the year in respect to which said unappropriated funds relate. To the extent there is a conflict between this Section 6.4 and any other language or covenant in this Lease,this Section 6.4 shall control. 6.5 NO WAIVER. Failure of Lessor or Lessee to declare any default upon its occurrence as provided in this article defining default,or delay action in connection with a matter that may constitute a default, shall not waive the default or breach. Rather, Lessor shall have the right to declare a default as a result of a breach or failure to perform or Lessee's part at any time and take such action in response as may be lawful or authorized under this lease. Moreover, Lessor's conduct with regard to a lapse breach, or default by Lessee at one time or in one respect shall not be construed as waiver of any subsequent or other lapse, breach,or default of any term,condition, or covenant of this lease. VII. MISCELLANEOUS 7.1 INDEPENDENT CONTRACTOR. Lessor shall perform its obligations under this Lease as an independent contractor and not as an employee of the Lessee. 7.2 FORCE MAJEURE. 7.2.1 GENERAL. Timely performance by both parties is essential to this Lease. However, neither party is liable for reasonable delay in performing its obligation under this Lease to the extent the delay is caused by Force Majeure that directly impacts the Lessor or Lessee. The event of Force Majeure may permit a reasonable delay in performance but does not excuse a party's obligations to complete performance under this Lease. 7.2.2 APPLICABILITY. This relief specified in Section 7.2.1 is not applicable unless the affected party does the following: i. uses due diligence to remove the effects of the Force Majeure as quickly as possible and to continue performance notwithstanding the Force Majeure; and ii. provides the other party with prompt written notice of the cause and its anticipated effect. 7.2.3 PROCESS. 8 Wellness Center Lease 2023 7.2.3.1 The non-affected party will review claims that a Force Majeure that directly impacts the Lessor or Lessee has occurred and render a written decision within fourteen(14)days unless a longer period of time is necessary due to a disaster declaration by any governmental entity.The decision of the non-affected party is final. 7.2.3.2 The Lessor or Lessee may perform contract functions itself or contract them out during periods of Force Majeure. Such performance is not a default or breach of this Lease by the Lessor or Lessee. 7.3 SEVERABILITY. All parties agree that should any provision of this Lease be determined to be invalid or unenforceable,such determination shall not affect any other term of this Lease,which shall continue in full force and effect. 7.4 ENTIRE AGREEMENT. This Lease merges the prior negotiations and understandings of the Parties and embodies the entire agreement of the Parties. No other agreements, assurances, conditions, covenants (express or implied),or other terms of any kind, exist between the Parties regarding this Lease. 7.5 WRITTEN AMENDMENT. Unless otherwise specified elsewhere in this Lease, this Lease may be amended only by written instrument executed on behalf of the Lessee(by authority of an ordinance adopted by the Lessee's Council)and Lessor. The Lessee is only authorized to perform the functions specifically delegated to it in this Lease. 7.6 APPLICABLE LAWS. This Lease is interpreted with and subject to the laws of the State of Texas,the Lessee's charter and ordinances, the laws of the federal government of the Unite States and all rules and regulations of any regulatory body or officer having jurisdiction. 7.7 VENUE. Both parties hereby irrevocably agree that any legal proceeding arising out of(in connection with this Agreement shall only be brought in the District Courts of Harris County,Texas,or in the United States District Court for the Southern District of Texas, Houston,Harris County Division. 7.8 COMPLIANCE WITH LAWS. Lessor and Lessee shall comply with applicable state and federal laws are regulations and the Lessor's charter and the code of ordinances. 7.9 NOTICES. All notices required or permitted to be given hereunder may be given by letter sent via registered or certified mail,return receipt requested,telegram,or any other of written communication and shall be deemed to be duly served and given for a purpose: (a) To Lessor when received at: ESV Properties LP 4000 Garth Road, Suite 140 9 Wellness Center Lease 2023 Baytown,Texas 77521 (b) To Lessee when received at: City of Baytown Attn: City Manager P.O. Box 424 Baytown,TX 77522 as the case may be.Any party may change the address for the giving of notices to by giving at least fifteen(15)days written notice of the new address to the other parties,provided that the new address must be at a place in the United States where the mails and either mailgrams or telegrams or similar communications are regularly received.Notice given by mail shall be deemed given three(3)days after the date the mailing of the same to the above-referenced address. 7.10 CAPTIONS. Captions contained in this Lease are for reference only,and therefore,have no effect in construing this Lease. The captions are not restrictive of the subject matter of any section in this Lease. 7.11 NON-WAIVER. 7.11.1 PERFORMANCE. If either party fails to require the other party to perform a term of this Lease,that failure does not prevent the party from later enforcing that term and all other terms. If either party waives the other's breach of a term, that waiver does not waive a later breach of this Lease. An approval by the Lessor or by any other employee or agent of the Lessor or any part of the Lessee's performance does not waive compliance with this Lease or establish as standard of performance other than that required by this Lease and by law.The Lessor is not authorized to vary the terms of this Lease. 7.11.2 SOVEREIGN IMMUNITY. Nothing contained in this Lease shall be deemed to limit or waive the sovereign immunity of the Lessee. 7.12 CONSENTS. Wherever either the Lessee's or the Lessor's consent or approval is required or desired,such consent or approval shall not be unreasonably withheld,conditioned or delayed. 7.13 RENT ON TERMINATION. Upon any termination of this Lease, all rent paid but not earned shall not be refunded. 7.14 INSPECTIONS. Lessor has the right to perform, or have performed inspections of the Premises at any time. Additionally, Lessor, may make additions or alterations to any part of the Premises and Lessee agrees to permit Lessor to do so. Lessor may, in connection with such alterations, additions or repairs, erect scaffolding, fences and similar structures, post relevant notices, and place movable equipment without any obligation to Lessee and without incurring liability to Lessee for disturbance of quiet enjoyment of the Premises of loss of occupation thereof. Lessee will provide Lessor with 10 Wellness Center Lease 2023 access to the Premises. Such access may be provided by tendering the Lessor with the names, addresses and telephone numbers of persons possessing a key to the Premises and available to respond to Lessor's request for entry. 7.15 AMBIGUITIES. If any term of this Lease is ambiguous,it shall not be construed for or against any party on the basis that the party did or did not write it. 7.16 PARTIES IN INTEREST. This Lease does not bestow any rights upon any third party, but binds and benefits the Lessor and Lessee only. 7.17 SUCCESSORS AND ASSIGNS. This Lease binds and benefits the Parties and their legal successors,heirs and assigns;however,tins provision does not alter the restrictions on assignment and disposal of assets set out in the following paragraph. This Lease does not create any personal liability on the part of any officer or agent of the Lessor or Lessee. 7.18 ASSIGNMENTS. Lessor shall not assign this Lease without the Lessee's prior written consent.Lessee may assign this Lease, in whole or in part,or sublet all or any part of the Premises; provided,however,Lessee shall remain dually liable and shall not be released for performing any of the terms, covenants and conditions of this Lease unless Lessee obtains Lessor's written consent to such assignment or sublease. 7.19 REMEDIES CUMULATIVE. Unless otherwise specified elsewhere in this Lease,the rights and remedies contained in this Lease are not exclusive, but are cumulative of all rights and remedies, which exist now or in the future. Neither party may terminate its duties under this Lease except in accordance with its provisions. 7.20 GENDER AND NUMBER. Words of any gender used in this Lease shall be held and construed to include another gender,and words in the singular number shall be held to include the plural and vice versa, unless context requires otherwise. 7.21 AUTHORITY TO ENTER CONTRACT. Each party has the full power and authority to enter into and perform this Lease, and the person signing this Lease on behalf of each party has been properly authorized and empowered to enter into this Lease. The persons executing this Lease hereby represent that they have authorization to sign on behalf of their respective corporations and/or business entities. 7.22 AGREEMENT READ. The parties acknowledge that they have read, understand and intend to be bound by terms and conditions of this Lease. 7.23 MULTIPLE ORIGINALS. It is understood and agreed that this Lease may be executed in a number of identical counterparts 11 Wellness Center Lease 2023 each of which shall be deemed an original for all purposes. IN WITNESS WHEREOF, the parties hereto have executed this Lease in multiple copies,each of which shall be deemed to be an original,but all of which shall constitute but one and the same Lease on the _ day of February,2023,the date of execution by the City Manager of the City of Baytown. CITY OF BAYTOWN JASON REYNOLDS City Manager ATTEST: ANGELA JACKSON,City Clerk APPROVED AS TO FORM: SCOTT LEMOND,City Attorney ESV Properties LP,a Texas Limited Partnership By: S&: E Properties,LLC, General Partner (Sigitatutre) (Printed Name) �9 v1/1 (Title) 12 Wellness Center Lease 2023 Lease Agreement STATE OF TEXAS § HARRIS COUNTY § This Lease Agreement (this "Agreement" or "Lease") is made and entered into between the City of Baytown, Texas, a municipal corporation, hereinafter referred to a "Lessee," and ESV Properties LP, a Texas limited partnership,hereinafter referred to a "Lessor." In consideration of the mutual covenants and agreements of this Lease, Lessor leases to Lessee and Lessee leases from Lessor the right of possession, use and occupy Suite 130, consisting of 1679 rentable square feet of space in the building located at 4002 Garth Road, Baytown, Harris County Texas. 1. LEASE 1.1 PREMISES. For and in consideration of the covenants made by Lessee herein, Lessor has leased, demised and let and by these presents does lease, demise and let unto Lessee and Lessee by these presents does hereby lease and take from Lessor the Premises. TO HAVE AND TO HOLD the Premises unto Lessee. its successors and assigns, for and during the Term. 1.2 COMMON AREA. For and in consideration of the covenants made by Lessee herein, Lessor hereby; grants Lessee, its agents. employees, customers, and invitees the privilege to use the parking areas and the other Common Areas and all rights, alleys, rights-of--way easements, and appurtenances thereunto belonging or in any way appertaining to Premises and the property on which the same is located on a non-exclusive basis in common with the general public and other lessees and their respective agents employees, customers and invitees. Such non-exclusive right to use the parking; facilities shall be subject to all of the terms and conditions imposed at any time by the Lessor or the Lessor's developer, so long as such terms and conditions are no inconsistent with this Lease. 1.3 SIGNS. For and in consideration of the covenants made by Lessee herein, Lessor hereby; grants Lessee, at Lessee's sole cost and expense, the privilege of placing a sign approved by the Lessor on any and all monument signs of the Lessor. Additionally, Lessee shall have the privilege to install on the Premises as many signs in the format of its own designation as permitted by Lessor. I Wellness Center Lease 2023 II. TERM 2.1 TERM. The term of this Lease is for one (1) year (the "Tenn"), unless terminated sooner or extended as provided in this Lease. The Term shall commence on March 1, 2023. 2.2 HOLDING OVER. If Lessee holds over and continues in possession of the Premises after the expiration or termination of this Lease,the holding over may be considered by the Lessor and at the Lessor's option a month- to-month tenancy binding Lessee to all terms and conditions as set forth in this Lease with the following exceptions: The rental payments due Lessor shall be THREE THOUSAND SEVEN HUNDRED NINETY-ONE AND 80/100 DOLLARS ($3,791.80) per month as adjusted each year by the same percentage during the holding over as the Consumer Price Index,All Urban Consumers for the Houston-Galveston-Brazoria Area (published by the United States Bureau of Labor Statistics, Consumer Price Index) (the "CPI-U") shall have increased during the preceding twelve months based upon such index sixty-four(64) days prior to the effective date of the change. Such amount shall be payable on the first day of each month thereafter until the tenancy is terminated in a manner provided by law or as a remedy elected by Lessor under the terms of this Lease. 2.3 DAMAGE OR DESTRUCTION OF PREMISES BY FIRE OR OTHER CASUALTY. 2.3.1 NOTICE TO LESSOR. If the Premises or any structures or improvements on them are damaged or destroyed by fire,tornado,or other casualty,regardless of its cause,Lessee must immediately give Lessor written notice of the damage or destruction. 2.3.2 TOTAL DESTRUCTION. If a fire, tornado, or other casualty or occurrence not caused in whole or in part by the negligence, gross negligence, or intentional tort of Lessee or any person in or about the Premises with Lessee's express or implied consent, totally destroys the Premises, as determined by the Lessor or Lessee,this Lease will terminate upon written notice of either party to the other. 2.3.3 PARTIAL DESTRUCTION. If the Premises are damaged by fire, tornado, or other casualty or occurrence not caused in whole or in part by the negligence, gross negligence, or intentional tort of Lessee or any person in or about the Premises with Lessee's express or implied consent, and the damage does not amount to a total destruction as set out in Section 2.3.2 and as determined by Lessor,Lessor may,at its sole option,proceed immediately to rebuild or repair the Premises to substantially the same condition it was in before the damage. If the damage renders the Premises untenantable in whole or in part as determined by the Lessee, rental payments to be tendered as consideration for the use of the Premises during the period in which the Premises are tenantable shall be abate and shall be permanently withheld. Rental payments shall resume once the Premises are tenantable and Lessee is able to use the same for Lessee' intended purposes. If the Lessor determines not to rebuild or repair the Premises,the Lessor or Lessee may terminate this Lease upon written notice to the other party. 2 Wellness Center Lease 2023 2.4 CONDEMNATION BY EMINENT DOMAIN. 2.4.1 REPRESENTATIVE OF EACH PARTY. Lessor and Lessee shall each have the right to represent its respective interests in each proceeding or negotiation with respect to a taking or intended taking and to make full proof of its claims. Lessor and Lessee each agree to execute and deliver to the other any instruments that may be required to effectuate or facilitate the provisions of this Lease relating to condemnation. 2.4.2 TOTAL TAKING. 2.4.2.1 AWARD. On a total taking, the award therefor shall be distributed and paid to Lessee and Lessor as their respective interests tinder this Lease ma; appear. The following matters shall be used in determining the respective interests of Lessor and Lessee: a. The interest of Lessor shall be based on the value of Lessor's interest in real property of the Premises; and b. The interest of Lessee shall be based on the value of Lessee's Premises improvements and its leasehold interest in the Premises, if expressly awarded. 2.4.2.2 TERMINATION If,during the Term or any extension or renewal of the Lease,all of the Premises are taken for a public or quasi-public use under any governmental law, ordinance, or regulation, or by right of eminent domain, or are sold to the condemning authority under threat of condemnation, this Lease will terminate effective as of the date the condemning authority takes possession of the Premises. 2.4.3 PARTIAL TAKING. 2.4.3.1 AWARD. In the event of a partial taking, Lessor shall be entitled to a portion of the award equal to the value of the real property of the Premises and the fee simple title to the remaining portion of the Premises, and Lessee shall be entitled to a portion of the award equal to the value of the Premises Improvements and its leasehold interest in the Premises, if expressly awarded. 2.4.3.2 TERMINATION OR RENTAL PAYMENT ADJUSTMENT. If less than all of the Premises is taken for any public or quasi-public use under any governmental law, ordinance, or regulation or by right of eminent domain, or is sold to the condemning authority under threat of condemnation, Lessor or Lessee may terminate the Lease by giving thirty days' written notice to the other. If the Premises are partially taken and Lessor and Lessee elect not to terminate this Lease, this Least will not terminate: however, under any governmental law, ordinance, or regulation or by right of eminent domain, or is sold to the condemning authority 3 Wellness Center Lease 2023 under threat of condemnation, Lessor or Lessee may terminate the Lease by giving thirty days'written notice to the other.If the Premises are partially taken and Lessor and Lessee elect not to terminate this Lease,this Least will not terminate; however, a. rental payments will be abated during any period in which Lessee is unable to use the Premises a contemplated herein and will be adjusted equitably a determined by the Lessor and Lessee during the unexpired portion of this Lease; and b. Lessor shall promptly commence reconstruction of the improvements damaged by such partial taking to as near a condition as existed prior to such taking as is practicable and thereafter diligently prosecute the same to completion. III PAYMENTS 3.1 RENT. Lessee promises and agrees as compensation for using and occupying the Premise it shall pay Lessor THREE THOUSAND SEVEN HUNDRED NINETY-ONE AND 80/100 DOLLARS ($3,791.80) per month payable in advance. The amount of such rental payment shall be adjusted annually to reflect the CPI-U of the month sixty-four(64)days prior to the anniversary date of this Lease. All payments required herein to be paid by the Lessee shall be due on or before the fifth (5th) day of each month an shall be paid in lawful money of the United States to Lessor at the address listed in Section 7.9 hereinbelow. 3.2 PROMPT PAYMENT OF RENT. Lessee's right to possession and all of Lessor's obligations hereunder are expressly contingent upon the prompt payment of rent and maintenance fees,and the use of the Premises by Lessee is obtained only on the condition that rent and maintenance fees are paid on time. Payment of rent and maintenance fees shall be independent covenants and all monies received by Lessor shall be applied first to non-rent obligations of Lessee and then to rent regardless of any notation on the check. At any time after Lessor's receipt of a check from Lessee for rent or for a maintenance fee,such check is not honored by the drawing financial institution due to insufficient funds or is otherwise dishonored twice for any reason, Lessor may at any time thereafter, at Lessor's sole option, require that all rent,maintenance fees,and other sums due from Lessee hereunder be paid either by cashier's check or money order. Failure to pay any rent or maintenance fee as and when required will not only be considered a breach of this Lease but also result in interest, as specified in Section 5.5, being charged on the delinquent rental and/or maintenance payments commencing on the date the payment first becomes overdue. 3.3 INTEREST ON DELINQUENT PAYMENTS. Delinquent payments shall bear interest at the rate specified in Section 2251.025 of the Texas Government Code, and as amended. Such interest shall commence on the date the payment first becomes overdue and continuing until the delinquent payment is paid in full. 3.4 UTILITIES. 3.4.1 TELEPHONE, CABLE,AND INTERNET. Lessee agrees to pay for telephone,cable and internet services, if any, furnished on the 4 Wellness Center Lease 2023 Premises for the Term of the Lease. 3.4.2 ELECTRICITY,NATURAL GAS AND WATER. Lessee shall pay for the electricity, natural gas and water and sewer utility charges. IV. USES 4.1 USE OF PREMISES. Lessee shall use the Premises solely as a medical clinic for its employees,retirees and certain family members. At the Premises, the Lessee's contractor shall engage in the private practice of medicine and other related operations incidental to the City's clinic. 4.2 LIMITATIONS ON USE. Lessee shall not: ➢ Use the Premises for any unlawful purpose in violation of any valid and applicable law, regulation, or ordinance of the United States, the State of Texas, or the City of Baytown or other lawful authority having jurisdiction over the Premises, but rather shall conform to all such laws, regulations and ordinances. Lessee shall not cause, permit or suffer any waste, damages, or injury to, any portion of the Premises. ➢ Commit or permit any act or acts in or on the Premises or use them or suffer them to be used in any manner that will increase the existing fire, liability, and other insurance rates on the Premises and its contents or that will cause a cancellation of any insurance policy covering the improvements on the Premises. Lessee shall not keep, hold, store, use,or sell in or on the Premises any product or article prohibited by the standard fire insurance policy, as it now exists or may later provide,covering the improvements on the property or permit or suffer any such product or article to be kept, held, stored, used, or sold in or on the Premises. Lessee will, at its sole expense, comply with all requirements of Lessor's insurance carriers necessary for the continued maintenance of reasonable fire and liability insurance covering the Premises. > Permit any objectionable odors to emanate from the Premises; permit smoking, illegal drugs, alcohol, or concealed weapons on any portion of the Premises; place or permit any loud speaker or amplifier or otherwise allow any objectionable noises or vibrations to emanate from the Premises; or take or permit any other conduct that would constitute a nuisance or would disturb or endanger other tenants or unreasonably interfere with their use of their respective premises. 4.3 LESSOR'S COVENANT OF TITLE. Lessor covenants and warrants that Lessor has the full right and lawful authority to enter into this Lease for the full term hereof and that Lessor has good, valid and marketable title to the Premises. Lessor hereby warrants and defends unto Lessee the quiet enjoyment and possession of the Premises throughout the Term. 4.4 PARKING. Lessor agrees and warrants that Lessee and its agents,employees,customers,and invitees shall have 5 Wellness Center Lease 2023 the privilege,together with the other tenants and their respective employees,invitees and customers and the general public, to use the parking areas for vehicle parking purposes only as depicted in Attachment 1. Lessee understands and agrees that throughout the Term of this Lease, the parking areas and the modes of ingress and egress may be changed from time to time at the sole option of the Lessor; however, the Lessor acknowledges that Lessor will do nothing (i) to restrict access to the Premises and parking thereon by fire trucks and other large commercial vehicles or (ii) to substantially decrease the number of parking spaces allotted for the Premises to below the number of parking spaces required for the Premises pursuant to City ordinance or other law or regulation. V. REPAIRS AND MAINTENANCE 5.1 LESSOR'S OBLIGATION FOR REPAIRS AND MAINTENANCE. Lessor will, throughout the term of this Lease, at its own expense and risk, maintain the common areas, the Premises and all improvements thereon in full compliance with all codes, rules and regulations of the City of Baytown as well as all other governmental entities having jurisdiction. Additionally, Lessor will, at its own expense and risk, maintain the common areas, the Premises and all improvement thereon in good order, appearance, and condition, including, but not limited to making all repairs and replacements necessary to keep the Premises and improvements in that condition. Specifically, Lessor, at its expense, shall maintain and keep the Premises, including without limitation, parking areas,windows, door: skylights,storefront, interior walls, building roof and exterior walls in good repair; Lessor shall maintain any lawn and shrubbery on the Premises. All maintenance repair,alteration,and/or construction work undertaken by Lessee shall be done in workmanlike manner. The Lessor shall be responsible for ensuring that a firefighting systems and equipment are regularly inspected and remain in the highest degree of readiness. Lessor shall also comply with all applicable statutes, ordinance and regulations affecting access by persons with disabilities.All maintenance,repairs,and replacements required by this section must be performed promptly when require as determined by either the Lessee or the Lessor. If repairs are requested by the Lessee, such repairs must be commenced within five (5) calendar days of Lessor's receipt of such request and must be diligently prosecuted to completion, a determined by the Lessee. 5.2 LESSOR'S FAILURE TO REPAIR OR MAINTAIN. If Lessor fails to perform its obligation to repair, replace, or maintain, as set forth above, Lessee may make the repairs or replacements or perform the require maintenance or Lessee may have the repairs or replacements made or maintenance performed by another. In either event, Lessee will thereafter inform Lessor of the cost of any such maintenance, repairs, or replacements and Lessor shall reimburse Lessee for that amount, plus interest as provided in Section 3.3 from the date of Lessee's until paid. 5.3 NO ALTERATIONS, IMPROVEMENTS, OR ADDITION OF FIXTURES WITHOUT CONSENT. Lessee will not alter or improve the Premises or install or affix any machinery equipment,appliance, or other fixture without submitting to Lessor detailed plan and designs for such alteration, improvement, or installation and obtaining Lessor's written consent to perform all acts necessary to so alter, improve, or install. When this Lease expires or sooner terminates, Lessee may remove any such addition improvements, or fixture at Lessee's cost and shall restore the Premises to the same or similar condition it was in prior to any such addition, improvement or fixture allowing for reasonable wear and tear. Any alterations,additions,improvements,and fixtured made or placed in 6 Wellness Center Lease 2023 or on the Premises at Lessee's expense and with Lessor's consent and not removed prior to the expiration or termination of this Lease shall belong to Lessor without compensation to Lessee. 5.4 SURRENDER OF PREMISES. The Lessee shall surrender the Premises to the Lessor at the end of the Term in the same or similar condition as when it took possession under this Lease, allowing for reasonable wear and tear. VI. DEFAULT AND TERMINATION 6.1 ACTS OR OMISSIONS CONSTITUTING DEFAULT; GRACE PERIOD. The following events shall be deemed to be events of default under this Lease: i. the failure by either party to make any required payment when due and when that failure continues for a period of ten (10)days after written notice of the failure is given; or ii. the failure to perform or comply with any other tern, provision, covenant, or other obligation imposed by this Lease or implied in law and fails to cure or remedy or commence to cure or remedy that failure within thirty (30) days after written notice of the failure is given. 6.2 LESSOR'S REMEDIES FOR DEFAULT. In the event of default by Lessee as set out in Section 6.1, Lessor shall have the option to pursue any one or more of the remedies provided in this Lease or afforded Lessor by law, without further notice or demand and without prejudice to any other remedy: i. Lessor may enter into and upon the Premises and retake possession, by legal proceedings or otherwise, expel Lessee and anyone claiming through or under Lessee,remove Lessee's or a claimant's goods and effects, forcibly, if necessary, and store the goods in the name and at the expense of Lessee. ii. After retaking possession as set out above,or upon abandonment of the Premises by Lessee, Lessor may at Lessor's option relent the Premises or any part of the Premises for a term or terms that may be less than or exceed the period that would otherwise constitute the balance of the term of this Lease.The Lessee shall be liable to the Lessor for the difference between the rental payments due under this Lease and the rental payments received by Lessor from another lessee for the balance of its term. Lessor shall have the affirmative duty to mitigate its damages in the event of a default by the Lessee. 6.3 LESSEE'S REMEDIES FOR DEFAULT. In the event of default by Lessor as set out in Section 6.1, Lessee may terminate the Lease without further notice or demand and without prejudice to any other remedy it may have in law or equity. 6.4 NON-APPROPRIATION. This Lease shall not be construed as a commitment, issue,pledge or obligation of any specific taxes or tax revenues for payment to Lessor. 6.4.1 All payments or expenditures made by the Lessee under this Lease are subject to the Lessee's 7 Wellness Center Lease 2023 appropriation of funds for such payments or expenditures to be paid in the budget year for which they are made. 6.4.2 In the event the Lessee does not appropriate funds in any fiscal year of payments due or expenditures under this Lease,the Lessee shall not be liable to Lessor for such payments or expenditures unless and until appropriation or said funds is made; provided, however, that Lessor, in its sole discretion shall have the right but not the obligation to terminate this Lease and shall have no obligations under this Lease for the year in respect to which said unappropriated funds relate. To the extent there is a conflict between this Section 6.4 and any other language or covenant in this Lease,this Section 6.4 shall control. 6.5 NO WAIVER. Failure of Lessor or Lessee to declare any default upon its occurrence as provided in this article defining default,or delay action in connection with a matter that may constitute a default,shall not waive the default or breach. Rather, Lessor shall have the right to declare a default as a result of a breach or failure to perform or Lessee's part at any time and take such action in response as may be lawful or authorized under this lease. Moreover, Lessor's conduct with regard to a lapse breach, or default by Lessee at one time or in one respect shall not be construed as waiver of any subsequent or other lapse, breach, or default of any term, condition, or covenant of this lease. VII. MISCELLANEOUS 7.1 INDEPENDENT CONTRACTOR. Lessor shall perform its obligations under this Lease as an independent contractor and not as an employee of the Lessee. 7.2 FORCE MAJEURE. 7.2.1 GENERAL. Timely performance by both parties is essential to this Lease. However, neither party is liable for reasonable delay in performing its obligation under this Lease to the extent the delay is caused by Force Majeure that directly impacts the Lessor or Lessee. The event of Force Majeure may permit a reasonable delay in performance but does not excuse a party's obligations to complete performance under this Lease. 7.2.2 APPLICABILITY. This relief specified in Section 7.2.1 is not applicable unless the affected party does the following: i. uses due diligence to remove the effects of the Force Majeure as quickly as possible and to continue performance notwithstanding the Force Majeure; and ii. provides the other party with prompt written notice of the cause and its anticipated effect. 7.2.3 PROCESS. S Wellness Center Lease 2023 7.2.3.1 The non-affected party will review claims that a Force Majeure that directly impacts the Lessor or Lessee has occurred and render a written decision within fourteen(14) days unless a longer period of time is necessary due to a disaster declaration by any governmental entity.The decision of the non-affected party is final. 7.2.3.2 The Lessor or Lessee may perform contract functions itself or contract them out during periods of Force Majeure. Such performance is not a default or breach of this Lease by the Lessor or Lessee. 7.3 SEVERABILITY. All parties agree that should any provision of this Lease be determined to be invalid or unenforceable,such determination shall not affect any otherterm ofthis Lease,which shall continue in full force and effect. 7.4 ENTIRE AGREEMENT. This Lease merges the prior negotiations and understandings of the Parties and embodies the entire agreement of the Parties. No other agreements, assurances, conditions, covenants (express or implied),or other terms of any kind, exist between the Parties regarding this Lease. 7.5 WRITTEN AMENDMENT. Unless otherwise specified elsewhere in this Lease, this Lease may be amended only by written instrument executed on behalf of the Lessee (by authority of an ordinance adopted by the Lessee's Council)and Lessor. The Lessee is only authorized to perform the functions specifically delegated to it in this Lease. 7.6 APPLICABLE LAWS. This Lease is interpreted with and subject to the laws of the State of Texas,the Lessee's charter and ordinances, the laws of the federal government of the Unite States and all rules and regulations of any regulatory body or officer having jurisdiction. 7.7 VENUE. Both parties hereby irrevocably agree that any legal proceeding arising out of(in connection with this Agreement shall only be brought in the District Courts of Harris County,Texas,or in the United States District Court for the Southern District of Texas, Houston, Harris County Division. 7.8 COMPLIANCE WITH LAWS. Lessor and Lessee shall comply with applicable state and federal laws are regulations and the Lessor's charter and the code of ordinances. 7.9 NOTICES. All notices required or permitted to be given hereunder may be given by letter sent via registered or certified mail,return receipt requested,telegram,or any other of written communication and shall be deemed to be duly served and given for a purpose: (a) To Lessor when received at: ESV Properties LP 4000 Garth Road, Suite 140 9 Wellness Center Lease 2023 Baytown,Texas 77521 (b) To Lessee when received at: City of Baytown Attn: City Manager P.O. Box 424 Baytown,TX 77522 as the case may be. Any party may change the address for the giving of notices to by giving at least fifteen(15)days written notice of the new address to the other parties,provided that the new address must be at a place in the United States where the mails and either mailgrams or telegrams or similar communications are regularly received.Notice given by mail shall be deemed given three(3)days after the date the mailing of the same to the above-referenced address. 7.10 CAPTIONS. Captions contained in this Lease are for reference only,and therefore, have no effect in construing this Lease. The captions are not restrictive of the subject matter of any section in this Lease. 7.11 NON-WAIVER. 7.11.1 PERFORMANCE. If either party fails to require the other party to perform a term of this Lease,that failure does not prevent the party from later enforcing that term and all other terms. I f either party waives the other's breach of a tern, that waiver does not waive a later breach of this Lease. An approval by the Lessor or by any other employee or agent of the Lessor or any part of the Lessee's performance does not waive compliance with this Lease or establish as standard of performance other than that required by this Lease and by law.The Lessor is not authorized to vary the terms of this Lease. 7.11.2 SOVEREIGN IMMUNITY. Nothing contained in this Lease shall be deemed to limit or waive the sovereign immunity of the Lessee. 7.12 CONSENTS. Wherever either the Lessee's or the Lessor's consent or approval is required or desired,such consent or approval shall not be unreasonably withheld,conditioned or delayed. 7.13 RENT ON TERMINATION. Upon any termination of this Lease, all rent paid but not earned shall not be refunded. 7.14 INSPECTIONS. Lessor has the right to perform, or have performed inspections of the Premises at any time. Additionally, Lessor, may make additions or alterations to any part of the Premises and Lessee agrees to permit Lessor to do so. Lessor may, in connection with such alterations, additions or repairs, erect scaffolding, fences and similar structures, post relevant notices, and place movable equipment without any obligation to Lessee and without incurring liability to Lessee for disturbance of quiet enjoyment of the Premises of loss of occupation thereof. Lessee will provide Lessor with 10 Wellness Center Lease 2023 access to the Premises. Such access may be provided by tendering the Lessor with the names, addresses and telephone numbers of persons possessing a key to the Premises and available to respond to Lessor's request for entry. 7.15 AMBIGUITIES. If any term of this Lease is ambiguous, it shall not be construed for or against any party on the basis that the party did or did not write it. 7.16 PARTIES IN INTEREST. This Lease does not bestow any rights upon any third party, but binds and benefits the Lessor and Lessee only. 7.17 SUCCESSORS AND ASSIGNS. This Lease binds and benefits the Parties and their legal successors,heirs and assigns;however,tins provision does not alter the restrictions on assignment and disposal of assets set out in the following paragraph. This Lease does not create any personal liability on the part of any officer or agent of the Lessor or Lessee. 7.18 ASSIGNMENTS. Lessor shall not assign this Lease without the Lessee's prior written consent.Lessee may assign this Lease,in whole or in part, or sublet all or any part of the Premises; provided,however,Lessee shall remain dually liable and shall not be released for performing any of the terms, covenants and conditions of this Lease unless Lessee obtains Lessor's written consent to such assignment or sublease. 7.19 REMEDIES CUMULATIVE. Unless otherwise specified elsewhere in this Lease,the rights and remedies contained in this Lease are not exclusive, but are cumulative of all rights and remedies, which exist now or in the future. Neither party may terminate its duties under this Lease except in accordance with its provisions. 7.20 GENDER AND NUMBER. Words of any gender used in this Lease shall be held and construed to include another gender, and words in the singular number shall be held to include the plural and vice versa, unless context requires otherwise. 721 AUTHORITY TO ENTER CONTRACT. Each party has the full power and authority to enter into and perform this Lease, and the person signing this Lease on behalf of each party has been properly authorized and empowered to enter into this Lease. The persons executing this Lease hereby represent that they have authorization to sign on behalf of their respective corporations and/or business entities. 7.22 AGREEMENT READ. The parties acknowledge that they have read, understand and intend to be bound by terms and conditions of this Lease. 7.23 MULTIPLE ORIGINALS. It is understood and agreed that this Lease may be executed in a number of identical counterparts 11 Wellness Center Lease 2023 each of which shall be deemed an original for all purposes. IN WITNESS WHEREOF, the parties hereto have executed this Lease in multiple copies,each of which all be deemed to be an original,but all of which shall constitute but one and the same Lease on th ay of February,2023,the date of execution by the City Manager of the City of Baytown. CITY OF BAYTO� ep,YT0p VON REYN DS°°°••°°°°° Manager ST: i r ANGELAIAiGjty ler a"u� C , ED S T FO OTT LE OND,City Attomey ESV Properties LP,a Texas Limited Partnership By: S& E Properties, LLC, General Partner (Signature) (Printed Natnc) V1/1 (Title) 1? Wellness Center Lease 2023 STATE OF TEXAS § HARRISCOUNTY § ` , 1 Before me on this day personally appeared SGZsr L-C—`! V Cf�` eL�n ralc h in his/her capacity as —�16 -� 4A'V of S&E Properties,LLC,the ne Partner of ESV Properties LP, a Texas lint?ted partnership,on behalf of such limited partnership, known tome; proved to me on the oath of ; or proved tomethrough his/her current t v ,f i sE (description of identification card or other document issued by the federal government or any state government that contains the photograph and signature of the acknowledging person) (check one) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed that instrument for the purposes and consideration therein expressed. Given under my hand and seal of office this day of February,2023. L4 Notary Public in and for the State of Texas HECTOR Y PEREZ My commission expires: 10'30-242e Notary Public •.• STATE OF TEXAS My Comm.Exp.10.30.26 Notary 10#13177859-3 13 Wellness Center Lease 2023