Ordinance No. 13,685ORDINANCE NO. 13,685
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 PROFESSIONAL SERVICES AGREEMENT WITH
ESV PROPERTIES, L.P., FOR OFFICE SPACE FOR THE CITY OF BAYTOWN
EMPLOYEE WELLNESS CLINIC, AUTHORIZING PAYMENT THEREFOR,
AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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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, L.P., 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, L.P., in accordance with the Lease Agreement authorized in Section 1.
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 v e of the City Council of the City
of Baytown this the 25th day of January, 2018.
S PHEN H. DONCARLOS, MayIr
ATTEST:
f
C�C�'
LETICIA BRYSCH C ClerkAPPROVED AS TO FORM:
NACIO RAMIREZ, SR., y Attorney
RAKarenTiles'0ty Council Ordinances\2018Vanuary 25`.ESVOfficeSpace4EmployeeClinic.doc
Exhibit "A"
LEASE
AGIZEENiENT
STATE OF TEXAS §
COUNTY OF HARRIS §
This Lease Agreement (this "Agreement" or "Lease") is made and entered into
between the City of Baytown, Texas, a municipal corporation, hereinafter referred to as
"Lessee," and ESV Properties LP, a Texas limited partnership, hereinafter referred to as
"Lessor." In consideration of the mutual covenants and agreements of this Lease, Lessor
leases to Lessee and Lessee leases from Lessor the right to use and occupy the following
Suite 130, consisting of 1679 rentable square feet of space in the building located at 4000
Garth Road, Baytown, Harris County Texas, which is more particularly shown on Exhibit
"A," which is attached hereto and incorporated herein for all intents and purposes, hereinafter
referred to as "Premises."
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 not
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.
Lease Aereement, Page 1
II.
TERM
2.1 TERM.
The term of this Lease is for five (5) years (the "Term"), unless terminated sooner
or extended as provided in this Lease. The Term shall commence on February 1,
2018.
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 TWO THOUSAND EIGHT HUNDRED
FIFTY-FOUR AND 30/100 DOLLARS ($2,854.30) 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 the 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
Lease Aereement, Page 2
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 abated
and shall be permanently withheld. Rental payments shall resume once the
Premises are tenantable and Lessee is able to use the same for Lessee's
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.
2.4 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
agrees 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 may
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.
Lease Aereement, Page 3
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 Lease
will not terminate; however,
a. rental payments will be abated during any period in
which Lessee is unable to use the Premises as
contemplated herein and will be adjusted equitably as
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 Premises
it shall pay Lessor TWO THOUSAND TWO HUNDRED EIGHTY-SEVEN AND
91 /100 DOLLARS ($2,287.91) 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 and
shall be paid in lawful money of the United States to Lessor at the address listed in
Section 7.9 hereinbelow.
Lease Aereement, Page 4
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 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/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
Lease Aereement, Page 5
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, pernut 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 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 Exhibit "A." 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.
Lease Aereement, Page 6
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 improvements
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, doors,
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 a
workmanlike manner. The Lessor shall be responsible for ensuring that all
firefighting systems and equipment are regularly inspected and remain in the highest
degree of readiness. Lessor shall also comply with all applicable statutes, ordinances
and regulations affecting access by persons with disabilities. All maintenance, repairs,
and replacements required by this section must be performed promptly when required
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, as
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 required
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 outlay
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 plans
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
fixtures made or placed in or on the Premises at Lessee's expense and with Lessor's
Lease Agreement, Page 7
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 relet 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.
Lease Aereement, Page 8
6.3 LESSEE'S REMEDIES FOR DEFAULT.
In the event of default by Lessor as set out in Section 6.1, Lessee may terminate this
Lease without further 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 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 for
payments due or expenditures under this Lease, the Lessee shall not be liable
to Lessor for such payments or expenditures unless and until appropriation of
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 on
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 a
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 Lessor.
7.2 FORCE MAJEURE.
7.2.1 GENERAL.
Timely performance by
neither party is liable
Lease Aereement, Page 9
both parties is essential to this Lease. However,
for reasonable delay in performing its obligations
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 m 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:
1. uses due diligence to remove the effects of the Force Majeure as
quickly as possible and to continue performance notwithstanding the
Force Majeure; and
2. provides the other party with prompt written notice of the cause and
its anticipated effect.
7.2.3 PROCESS.
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 fmal.
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.
Lease Agreement, Page 10
7.6 APPLICABLE LAWS.
This Lease is interpreted with and subject to the laws of the State of Texas, the
Lessee's Charter and ordmances, the laws of the federal government of the United
States and all rules and regulations of any regulatory body or officer having jurisdiction.
rAAMEWM vla_
Both parties hereby irrevocably agree that any legal proceeding arising out of or
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 and
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
form of written communication and shall be deemed to be duly served and given for all
purposes:
(a) To Lessor when received at:
ESV Properties LP
4000 Garth Road, Suite 100
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 it
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 of
the mailing of the same to the above -referenced address.
7.10 CAPTIONS.
Captions contained in this
in construing this Lease.
section in this Lease.
Lease Agreement, Page 11
Lease are for reference only, and therefore, have no effect
The captions are not restrictive of the subject matter of any
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 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 SUCCEESSORS AND ASSIGNS.
This Lease binds and benefits the Parties and their legal successors, permitees and
assigns; however, this provision does not alter the restrictions on assignment and
Lease Agreement, Page 12
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 ASSIGMENTS.
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 from
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 any
other 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 the
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 each of which shall be deemed an original for all purposes.
Lease Asreement, Page 13
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 January, 2018, the date of execution by the City
Manager of the City of Baytown.
ESV Properties LP, a Texas
Limited Partnership
By: S&E Properties, LLC,
General Partner
(Signature)
(Printed Name)
(Title)
CITY OF BAYTOWN
RICHARD L. DAVIS, City Manager
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
Lease Agreement, Page 14
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me on this day personally appeared ,
in his/her capacity as of S&E Properties, LLC, the General
Partner of ESV Properties LP, a Texas limited partnership, on behalf of such limited
partnership,
known tome;
proved to me on the oath of ; or
proved to me through his/her
current
{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 January, 2018.
Notary Public in and for the State
of Texas
My commission expires:
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Lease Aereement, Page 15