Ordinance No. 7,556951109 -4
ORDINANCE NO. 7556
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, REPEALING ORDINANCE NO. 7388 PASSED ON SEPTEMBER
14, 1995; AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE
AND THE CITY CLERK TO ATTEST TO A LEASE OF PREMISES
AGREEMENT WITH ONE BAYLAND DRIVE, L.C.; 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 repeals Ordinance No. 7388 passed on September 14,
1995,
Section 2: That the City Council of the City of Baytown,
Texas, hereby authorizes and directs the Mayor and City Clerk of
the City of Baytown to execute and attest to a Lease of Premises
Agreement with One Bayland Drive, L.C. A copy of said agreement is
attached hereto, marked Exhibit "A," and made a part hereof for all
intents and purposes.
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 9th day of November,
1995.
PETE C. ALFAKO, Mayor
ATTEST:
� � , � �' /' Z"-�
EILEEN P. HALL, City Clerk
APPROVED AS TO FORM:
ACIO RAMIRE , SR., ity Attorney
0 legal/ councillnovemberll1- 9- 95authAGREEoneBAYL.ANDdr
LEASE OF PREMISES
This lease is signed on this j 7' day of November, 1995, between The City of Baytown,
Texas, a municipal corporation located in Harris and Chambers Counties, ("Lessor") and One
Bayland Drive, L.C., having its principal place of business at 214 N. Nagle, Houston, Texas 77003
("Lessee"). The Lessor and Lessee agree as follows:
DEFINITIONS
Lessor: City of Baytown, Texas.
Lessee: One Bayland Drive, L.C.
Premises Improvements: The Premises Improvements shall mean the design, permitting,
construction and equipping of the Premises, including, but not limited to, the building slab or pad,
any special structures such as piers that may be required underneath the Premises for support, and
those items more particularly described on Exhibit "D," which is attached hereto and made a part
hereof for all intents and purposes. Equipping of the Premises shall include the acquisition of all
kitchen and other equipment, signs, office equipment, point of sale cash registers, audio and video
equipment, kitchen utensils, permanent fixtures, permanent furniture and permanent decor items,
more particularly described on Exhibit "A," which is attached hereto and made a part hereof for all
intents and purposes.
Premises Improvements shall not include:
(a) any consumable items including, but not limited to inventory, glassware,
china stoneware and paper goods, which costs shall be the sole responsibility of the
Lessee;
(b) site improvements, including but not limited to curb cuts, entryways, parking
lots, parking lot lighting, sign pylons, sign monuments, walkways, all utility
extensions, sprinkler systems, landscaping materials; and
(c) except for architectural and engineering services, services performed by
consultants, developers or project managers rendered in the guidance or management
of the completion of Lessor's Project Improvements.
Lessor's Project Improvements. Lessor's Project Improvements shall include the
following:
(a) Premises Improvements, as more particularly described in Exhibits "A" and "D," and
(b) all project site improvements constructed in accordance with approved architectural
and engineering drawings, which shall include, but not be limited to, curb cuts, entryways, a parking
® lot of at least one hundred (100) spaces serving the Premises and the surrounding development, all
parking lot lighting, sign pylons, sign monuments, walkways, utility extensions, sprinkler systems,
and landscaping materials.
Architectural and Engineering Fees. Fees paid solely for the preparation of architectural and
engineering plans for Lessor's Project Improvements. Such fees shall not include project
management fees, which include those fees paid for the professional services of a master plan
developer or the professional services of others that are not essential, as reasonably determined by
the Lessor, to the construction of the facility to be located on the Premises.
Lease Commencement Date: The earlier of either the date the Premises opens for business
or forty -five days after the Lessor issues the certificate of occupancy.
Rent Commencement Date: Exactly one year after the Lease Commencement Date.
Interim Term of Lease: The Interim Term of this lease shall commence on the date both
parties have executed this lease and end with the Lease Commencement Date. Reference to "term"
herein shall, unless stated otherwise, include the Basic and Interim Term and any extensions thereof.
ARTICLE 1
Premises
1.01 The Bayland Harbor Development. The Lessor owns the tract of land in Harris County,
Texas, more particularly described in Exhibit "B" (the "Premises ") which is a part of the Bayland
Development in conformity with the plan attached hereto as Exhibit "C" (the "Plan").
1.02 Premises. Lessor hereby rents and leases unto Lessee, and Lessee hereby takes and hires
from Lessor, a portion of the land of the Bayland Development described as follows:
(a) The "Premises ", which consists of:
(i) The building (to be constructed) outlined in red on the Plan which consists
of approximately six thousand square feet (6000 ft'); to be located on the Premises
parcel consisting of approximately thirty nine thousand two hundred forty -seven
square feet (39,247 ft'), together with all improvements, equipment, fixtures,
machinery and appliances located therein or to be erected or installed therein by the
Lessor (the "Lessor's Project Improvements ").
(b) The right for Lessee and its agents, employees, customers, and invitees to use the
parking areas and the other common areas and all rights, alleys, rights -of -way, easements,
0 2
• and appurtenances thereunto belonging or in any way appertaining to the Bayland
Development on a non - exclusive basis in common with the general public and other lessees
of the Bayland Development 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 Section 3.06 herein.
ARTICLE 2
Term and Rental
2.01 Tenn. The Basic Term of this lease shall commence on the Lease Commencement Date, as
herein defined, and continue thereafter until ten (10) years have elapsed. Immediately after the Lease
Commencement Date, Lessor and Lessee shall enter into an agreement in recordable form setting forth
such date.
2.02 Right of Extension. Lessee is granted the right.to extend the Basic Term for an additional
period of 5 years. If Lessee elects to extend the Basic Term for the first additional period of 5 years, the
Lessee may also elect to extend the Basic Term for a second additional period of 5 years immediately
following the first additional period. If the Lessee elects to extend the Basic Term for the second
additional period of 5 years, the Lessee may also elect to extend the Basic Term for a third additional
period of 5 years. If the Lessee elects to extend the Basic Term for the third additional period of 5 years,
the Lessee may also elect to extend the Basic Term for a fourth additional period of 5 years. If the Lessee
elects to extend the Basic Term for the fourth additional period of 5 years, the Lessee may also elect to
extend the Basic Term for a fifth additional period of 5 years. If Lessee elects to extend the Basic Term
for the fifth additional period of 5 years, it the Lessee may also elect to extend the Basic Tenn for a sixth
additional period of 5 years. In each case, the option may be exercised by giving Lessor written notice
thereof at least one hundred eighty (180) days before the expiration of the applicable term. All of the
terms and conditions hereof shall apply during the additional tenn(s), unless otherwise modified in
writing by the parties hereto.
2.03 Removal of Lessees Property. Upon expiration of this Lease, Lessee shall have the right
to remove from the Premises any and all furniture, fixtures, trade fixtures, equipment and special finish
items specifically identified as not having been paid for by the Lessor. All alterations, modifications,
and/or repairs to the Premises must be approved in writing by the City Manager prior to such alteration,
modification and repair being performed, and the same shall become the property of the Lessor upon
installation and shall not be subject to removal as provided by this paragraph. Any and all indentations
and differences in the conditions of the walls ceiling and floor surfaces shall be repaired at the sole cost
and expense of the Lessee, for the Lessee hereby understands and agrees that the Lessee shall be
obligated to repair, restore, renovate or redecorate the leased Premises by reason thereof to the condition
0 3
®of the Premises when the Lessor issued the certificate of occupancy, normal wear and tear as determined
at the reasonable discretion of the City Manager, being excepted. The Lessee is also obligated to leave
the leased Premises in a safe condition, to cap off any wiring or plumbing to which the assets or property
so removed were attached and to repair damage, if any, to exterior walls and exterior roofing caused by
the Lessee in the removal of such assets and property.
2.04 No Rent for Interim Term. During the Interim Term and for exactly one (1) year after the
Lease Commencement Date, the Lessee shall not be obligated for any rental, taxes, or other payments
due under this lease. However, Lessee understands and agrees that the debt service payment for the first
year will be capitalized and included in calculating the rental payments herein.
2.05 Base Rent for Basic Tenn. Starting exactly one (1) year after the Lease Commencement Date
and during the Basic Term, Lessee shall pay to Lessor the following minimum annual rent payable in
advance in equal monthly installments:
(a) An "Annual Minimum Rental" calculated in accordance with Section 2.05(b)of this
Lease, per Lease Year from and after the Rent Commencement Date, it being understood that
except as otherwise herein provided, the use and occupancy of the Premises shall be rent -free
during the Interim Term and for the first twelve months after the Lease Commencement Date.
(b) The "Annual Rental" beginning on the Rent Commencement Date shall be the sum
of the cost of Premises Improvements as more fully described in Exhibits "A" & "D" to this
Lease, plus all interest accrued on the cost of Premises Improvements, including, but not limited
to, the interest which will accrue during the Interim Term, and the first Lease Year of the Lease,
amortized over a period of fourteen (14) years, in equal monthly installments of principal and
interest, at an annual interest rate between seven and one - quarter percent (7.25 %) and eight
percent (8.00 %), plus $6,000 per year. The cost of the Premises Improvements used in the
calculation of the Annual Rental shall at no time exceed $1,200,000.
First Option Term. During the first Option period, the Annual Rental shall be the same as during
the initial term.
(c) During each option term after the first extension of this lease, Lessee shall pay to Lessor,
as all rent due and owing, four percent (4 %) of the Gross Sales (defined below) made by Lessee in
each month of the applicable option term. Payments shall be made on the twentieth (20th) day of
each month for gross sales realized for the previous month. The term "Gross Sales," as used herein,
means the gross sales price of all merchandise, goods, property and services sold at or from the
Premises (whether for cash or otherwise) by Lessee. No promotional material given away by Lessee
shall be included in Gross Sales. Sales, liquor and similar taxes and discounts received by Lessee
on credit cards are not part of Gross Sales. The sales price of merchandise that is returned by
customers during a period of time shall be deducted from Gross Sales for that period of time to the
extent included in the computation of Gross Sales when the merchandise is sold. On or before the
sixtieth (60th) day after the end of each lease year, Lessee shall furnish to Lessor a statement
0 4
is
certified by an officer of Lessee of the Gross Sales during such year (the "Annual Statement ") and
if, for any reason, the sales reported after the end of the year are more or less than the sales reported
each month during the year, then Lessee will either pay any deficiency or receive an offset from
percentage rent the following month. Lessee shall keep and make available at the Premises accurate
records of Gross Sales for each year and partial year. These records shall be open for inspection by
Lessor or its duly authorized representatives at all reasonable times. Lessee shal l' not be required to
retain any records for any year for more than three (3) years after the end of that year, but shall not
dispose of any such records before that time. Lessor shall have the right at any time to audit any
Annual Statement and all of the books and records supporting any Annual Statement. Lessee shall
make all of these records readily available for the examination. If any audit by Lessor shows an
understatement by more than five percent (5 %) of Gross Sales in the Annual Statement, then the cost
of the audit shall be paid by Lessee. If the audit shows the rent in fact due exceeds the amount of
the rent paid by Lessee, then Lessee shall pay Lessor the amount of the deficiency within ten (10)
days written notice of such deficiency.
2.06. Gross Lease. Except as otherwise provided for elsewhere in this lease, Lessee's sole
monetary responsibility shall be the timely payment of rent as provided for in this Article 2 of the
Lease. All payments required herein to be paid by the Lessee shall be due on or before the fifth (5th)
day of each month. If payment is not received at the appointed time, Lessee will be obligated to pay
interest on the delinquent payment in the amount of one percent (M) per month.
2.07 No Partnership. Nothing herein contained shall be construed or held to make Lessor
and Lessee partners in the conduct of any business. The relationship between the parties hereto is
and shall at all time remain that of Lessor and Lessee.
2.08 Right-to Inspect Premises, The Lessor has the right to inspect the Premises at all
reasonable times during the period of this Agreement or any extension thereof for inventory control
purposes and to ensure compliance with the terms and conditions of this Agreement.
2.09 Confirmation and Agreement. The Lessee hereby expressly agrees that Lessee
will execute and deliver to the Lessor's payee the Confirmation and Agreement, which is attached
hereto and incorporated herein for all intents and purposes as Exhibit "E."
2.10 Limitation on Amount Expended on Premises by Lessor. Both the Lessor and the
Lessee understand and agree that Lessor shall not be required to expend more than $1,200,000 on
Premises Improvements. If the cost of the Premises Improvements is projected to exceed
$1,200,000, the Lessor and the Lessee shall negotiate in good faith to reduce the cost of the Premises
Improvements and/or the Lessor's Project Improvements.
Wi
ARTICLE 3
Use and Occupancy
3.01 Purpose. Lessee shall not use the Premises for any disorderly or unlawful purpose. The
Premises shall be used by Lessee for the purpose of operating a first - class, full- service restaurant with
recorded entertainment and with service of alcoholic beverages. Any additional use not expressly
mentioned herein must be approved in writing by the City Manager prior to the commencement of such
use.
3.02 Conformance to Law. In conducting its business on the Premises, Lessee agrees to conform
to all applicable state, federal and local laws, ordinances, regulations and licensing requirements. Lessee
shall have the right to contest in good faith and by appropriate means any such law, regulation or
licensing requirement.
3.03 Exclusive Use. Lessor will not use, or permit others to use, sell for the intended use or
permit any tenant or the assignee or subtenant of any tenant to use, any land or structure owned or
controlled by Lessor located on the Bayland Development Site for a restaurant which has a menu
consisting of fifteen percent (15 %) or more of traditional Mexican dishes, with the exception that any
business currently in existence will be excluded from this section.
3.04 Lessor's Covenant of Title and Quiet Enjoyment. 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.
3.05 Successors and Assigns. The covenants and agreements herein contained shall run with the
Bayland Development and the Premises and shall be binding upon and inure to the benefit of the parties
and their respective heirs, legal representatives, successors and assigns.
3.06 Parking. The Plan shows the Premises and the rest of the Bayland Development. Lessor
agrees and warrants that Lessee and its agents, employees, customers, and invitees shall have the right
(together with the other tenants of the Bayland Development and their respective employees, invitees and
customers and the general public) to use all of the parking areas and other common areas shown on the
Plan for vehicle parking purposes only. Lessee understands and agrees that throughout the term of this
lease, and any option terms hereof, the parking areas and the modes of ingress and egress may be changed
from time to time at the sole option of the City Manager; however, the Lessor acknowledges that Lessor
will do nothing to substantially decrease the number of parking spaces allotted for the restaurant
enumerated hereinabove. Furthermore, if the Lessor determines in its reasonable discretion that
additional parking facilities are needed to reasonably accommodate the parking for the Lessee's
restaurant, the Lessor shall to the extent reasonably practical provide additional parking spaces, giving
due consideration to the cost of construction, the necessity of the same, other economic variables, and
all other factors determined relevant by the Lessor.
• 6
3.07 No Other Predominantly Mexican Restaurants. Lessor shall not allow the establishment of
any other restaurant which has a menu consisting of fifteen percent (15 %) or more of traditional Mexican
dishes within the Bayland Development at any time during the first five years of the initial term of this
Lease.
3.08 Hours of Business. Lessee shall continuously during the entire term of the Lease and
each extension thereof conduct and carry on the operations of a first - class, full- service restaurant as
above- described on the Premises which is designated for such purpose and shall keep the Premises open
for business and cause Lessee's business to be conducted therein for at least seventy (70) hours per week,
commencing on Sunday and ending on the subsequent Saturday, during the following hours:
Noon -- 10:00 p.m. Sunday;
11:00 a.m. -- 10:00 p.m. Monday through Thursday; and
11:00 a.m. -- 11 :00 p.m. Friday and Saturday.
However, the seventy (70) hour requirement contained herein shall not be enforced during the weeks in
which Thanksgiving Day and Christmas Day fall. Furthermore, this provision shall not apply if the
Premises should be closed and the business of Lessee temporarily discontinued therein (i) on account of
strikes, lockouts or similar causes beyond the control of Lessee or (ii) in connection with any renovation
or alteration of the Premises, which such renovation or alteration and the time allotted for the same has
been previously approved in writing by the Lessor; provided, that such closure shall be only for the
period of time necessary to complete the renovation or alteration. Lessee shall to the satisfaction of the
Lessor keep the Premises adequately stocked with merchandise and with sufficient sales personnel to care
for the patronage, and to conduct said business in accordance with sound business practice.
In the event of a breach by the Lessee of any of the conditions contained in this paragraph, the
Lessor shall have, in addition to any and all remedies at law or in equity, the right at its sole option to
collect not only the minimum monthly rent, which shall be deemed to be the largest monthly rental paid
by the Lessee prior to the date of the breach, but additional rent at the rate of one - thirtieth (1 /30th) of such
minimum monthly rent for each and every calendar day that the Lessee fails to conduct its business as
herein provided.
ARTICLE 4
Improvements
4.01 Improvements. The Lessor shall proceed to install the improvements which are shown on
the schedule attached hereto as Exhibit "A," in a reasonably expedient manner in conformity with such
specifications and criteria as the Lessee may select so long as the same are not in derogation of the Plan
or any other specification and/or criteria established by the Lessor.
•
4.02 Architectural and Engineering Services. After consultation with the Lessee, Lessor shall hire
an experienced restaurant architect. Lessor shall have the right, in its sole discretion, to hire and retain
an engineering firm to provide such services. Within five (5) days after the date of this Agreement,
architectural and engineering work on the design of the Premises shall begin. All architectural and
engineering shall be completed and ready for permitting ninety (90) days after such work has begun.
Lessor and Lessee agree to cooperate in providing standards, specifications and guidance to the architect
and engineer regarding the design needs of the restaurant.
4.03 Commencement of Construction. No later than ninety (90) days after the completion of
architectural and engineering drawings including any revisions thereof, Lessor shall commence
construction and thereafter proceed without undue delays to complete construction and authorize
occupancy of the Premises by Lessee.
4.04 Warranty Claims. Lessor shall assign to Lessee all warranty, guarantee and similar rights
that Lessor may have with respect to: (a) the Lessor's Capital Improvements to the extent that they relate
to parts of the Premises that Lessee is obligated to maintain hereunder, and (b) the Lessee's Improvements
constructed or installed by Lessor's contractors. The assignment will be in such form as Lessee may
reasonably require. Lessee understands and agrees that Lessee is obligated to repair and replace the
personalty which the Lessor initially purchases. Such repaired and/or replaced property shall at all times
be the property of the Lessor.
4.05 Lessee's Property. Lessor agrees that all consumables, accessories and/or decor items of
whatever kind and nature kept in or installed in the Premises by the Lessee or Lessee's subtenants or
licensees, which such property has not been provided or financed by Lessor, shall not become the
property of Lessor and may be removed by Lessee or Lessee's subtenants or licensees. However, all
fixtures (trade or otherwise), machinery, equipment, furniture, and permanent improvements to the
building and other property of whatever kind and nature which are affixed in any way to the Premises
may not be removed by Lessee or Lessee's subtenants or licensees, for such improvements purchased by
the Lessee shall be and remain the Lessor's property.
4.06 Lessor's Property. Lessee agrees that all fixtures (trade or otherwise), machinery,
equipment, furniture and other property of whatever kind and nature kept in or installed in the Premises
by the Lessee or Lessee's subtenants or licensees, which such property has been provided or financed by
Lessor, shall not become the property of Lessee and may not be removed by Lessee or Lessee's
subtenants or licensees at any time during the term of the Lease or any option terms hereof.
4.07 ins. The Lessee shall have the right to install as many signs in the format of its own
designation as permitted by the Lessor or other governmental body having jurisdiction over the proposed
signs. Lessor's approval of signage shall be required.
4.08 Lessor to Maintain Utility Connections. Lessor agrees to maintain necessary main, conduits
and other utility lines necessary to supply water, secondary power, and sewerage service to the Premises.
• 8
11
Lessor warrants that it has the right and power to maintain the above - referenced utility lines which run
over or under the surface of the Bayland Development property.
4.09 Attainment of Liquor License. At the time of the signing of this lease, Lessor has no
knowledge of any restrictions as to Lessee's attainment of a liquor license.
ARTICLE 5
Maintenance, Repairs and Alternations
5.01 By Lessor. Lessor, at its sole cost and expense, shall maintain and repair the foundation, the
building structure, exterior walls, roof, exterior windows, exterior doors and exterior mounted HVAC
units on the roof of the Premises. Lessor shall also maintain, at its sole cost and expense, the grounds
and the landscaping materials adjacent to the Restaurant and throughout the Bayland Development,
including the daily expenses associated with cleaning and maintenance of the parking lot as well as
maintenance of parking lot lighting. At all times during the term of this Lease, Lessor shall make
reasonable efforts to fix or repair any defect in the building, structure, exterior walls, roof, exterior
windows and exterior doors of the Premises upon receipt of written notice from Lessee that such repairs
are necessary.
5.02 By Lessee. Lessee agrees at its own cost and expense to maintain the interior of the Premises
in good condition and repair, ordinary wear and tear excepted. All maintenance and repair work
undertaken by Lessee shall be done in a workmanlike manner, leaving the Premises free of liens for labor
and materials. In the event that a lien is filed against the Premises for work completed by a contractor
or subcontractor, Lessee shall immediately use its best effort to remove such lien within ten (10) days
after the lien is placed on the property. In the event that a lien remains on the property after the
expiration of ten days, Lessee shall execute a bond for the sum of one hundred percent (100 %) of the total
lien amount, in standard forms for this purpose, guaranteeing that such lien shall be released from the
Lessor's property. Such bonds must be submitted to and approved by the Lessor in order for the Lessee
to be in compliance with this provision.
5.03 Alterations. After completion of the improvements, and during the term of this lease, Lessee
may, after obtaining prior written approval from the Lessor, at its own expense make such alterations,
repairs, and additions within the interior of the building on the Premises as may be permitted by laws and
regulations in force at the time, as long as such alternations, repairs, and additions do not structurally
weaken the building or render the same unsafe. Lessee shall, at all times, hold Lessor harmless from the
payment for any work performed by Lessee pursuant to the provisions of this paragraph. The cost of any
changes which may be structural in character and not occasioned by alternations or additions made by
the Lessee and which are ordered by a governmental authority after the building or improvements
provided for under this lease are completed, shall be borne by the Lessee and shall increase the said
annual rental.
9
ARTICLE 6
Insurance, Damage, and Condemnation
6.01 Lessee's Insurance. Lessee agrees to provide and keep in force, throughout the term of this
Lease and any extensions thereof, commercial general liability insurance with an insurance company
licensed to do business in the State of Texas who has an AM Best Rating of A or higher with limits of
$1,000,000 per occurrence and $2,000,000 aggregate. In all liability policies as may be required herein,
the Lessee agrees to name the Lessor as an additional insured and to provide a notice of cancellation on
all insurance of at least sixty (60) days. Lessee may maintain the insurance required hereunder under
a blanket policy only if such policy provides the protection for the Premises as required in this paragraph,
no aggregate policy for multiple premises shall be allowed. All insurance policies of the Lessee must
be written on an occurrence basis. Additionally, the Lessee's commercial general liability insurance shall
include premises and operations endorsements as well as products and liquor liability endorsements. All
requirements of Texas law regarding the provision of Workers Compensation insurance and workers'
injuries must also be procured and maintained by the Lessee throughout the term of this lease and all
extensions thereof whether by a Workers' Compensation Insurance policy approved by the Lessor or
pursuant to Lessee's non- subscriber status. Such policies shall contain a waiver of subrogation in favor
of the Lessor and all of the applicable above - referenced requirements shall be required for such policy.
Lessee shall furnish Lessor copies of certificates evidencing these policies prior to or simultaneously
with the Lessor's issuance of the certificate of occupancy. All insurance policies provided by the Lessor
as required herein will be secondary policies and will be subordinate to the Lessee's insurance policies
as required herein.
6.02 Eire Extended and Liability Coverage. Lessor agrees that at all times during the term it will
keep the entire Premises continuously insured against the loss or damage by fire and all of the risks
covered by a standard extended coverage endorsement in amounts not less than the full replacement
value thereof. Lessor agrees to deposit a copy of all insurance policies or certificates showing such
insurance in force with Lessee during the term of this lease upon request. The policy or certificates shall
also include a provision for thirty (30) days written notice to Lessor in event of any pending change in
or cancellation of the insurance. Lessor will carry liability insurance on the common areas.
6.03 Damage or Destruction by Casualty. If the leased Premises shall be damaged by fire, an
unavoidable accident or other casualty, Lessor shall cause the damage to be repaired. Lessor shall not
be liable for any damage or destruction to the property on the Premises owned by Lessee under the terms
hereof or belonging to third parties, not for the loss of any such property from the Premises by theft or
otherwise.
0 10
6.04 Lessee's Casualty Insurance. The Lessee will maintain primary and extended coverage
insurance on its leasehold improvements in sufficient amounts as determined by the Lessor at all times
during the term of this Lease and any extensions thereof.
6.05 Condemnation. If the whole of the leased Premises shall be acquired or condemned by
expropriation or eminent domain for any new public or quasi- public use or purpose, then the term of this
lease shall end as of the date that title vests in such proceeding and all rentals shall be paid up to that date.
6.06 Partial Condemnation. If any part of the Premises shall be acquired or condemned as
aforesaid and if the partial taking or condemnation shall render the Premises in both the Lessee's and
Lessor's opinions unsuitable for the business of the Lessee, then the term of this lease shall end as of the
date that title vests in such proceedings and rent shall be adjusted to the date of the termination. In the
event of a partial taking or condemnation that is not extensive enough to render the Premises in both the
Lessee's and Lessor's opinions unsuitable for the business of the Lessee, then the term of this lease shall
end as of the date that title vests in such proceedings and rent shall be adjusted to the date of the
termination. In the event of a partial taking or condemnation that is not extensive enough to render the
Premises in both the Lessee's and Lessor's opinions unsuitable for the business of the Lessee, then Lessor
shall promptly restore the leased Premises to a condition comparable to its condition at the time of such
condemnation less the portion taken and, if the size of the Premises has been reduced by the taking or
condemnation, the rent shall be reduced proportionately.
6.07 Condemnation of Parking Area. If a part of the common parking areas in the Bayland
Development shall be so acquired or condemned as a result of which either:
(a) There shall be less than the number of parking spaces referred to in Article I
hereinabove, or
(b) The parking available in the Bayland Development shall not satisfy the requirements
of any applicable law, ordinance or governmental rule or regulation, or
(c) The modes of access to the parking space and the Premises shall have been materially
impaired.
6.08 Sharing Award. In the event of any condemnation, whether whole or partial, the Lessee shall
be entitled to receive any monies expressly apportioned by a court of competent jurisdiction in its final
judgment. If no amount is so apportioned, the Lessee shall be entitled to nothing under the terms of this
Lease.
•
® ARTICLE 7
Common Area Maintenance
7.01 Common Area Maintenance. Lessor shall, at its sole cost and expense, be responsible for
all maintenance and repair of the common areas of the development. Such maintenance and repair shall
be of a high level and shall be conducted and performed by the Lessor on a continuing basis.
ARTICLE 8
Mortgages and Estoppel Certificates
8.01 Lessee's Mortgages. Lessee shall not have the right to mortgage and encumber its leasehold
estate, nor any of the items of personal property provided by or financed by Lessor, but shall have the
right to mortgage and encumber personal property, fixtures, trade fixtures, special finish items unique
to the restaurant's concept, equipment, furniture and merchandise located in or upon the Premises, which
has not been provided or financed by Lessor. In such event, or events, Lessor hereby agrees for the
benefit of such mortgagees or holders of indebtedness from time to time:
A. Equipment Waivers. To sign any document waiving all rights of Lessor to such
equipment or other items of personal property and providing that any such lender or lessor may
remove such items from the Premises in the event that Lessee defaults on its loan or lease
agreements.
B. Notices. That Lessor will give to any such mortgagee or holder of indebtedness
simultaneously with service on Lessee a duplicate of any and all notices or demands given by
Lessor to Lessee from time to time. Such notices shall be given in the manner and be subject to
the provisions of Section 9.01 and 11.02 of this Lease;
C. Mortgagee's Liability. Except with respect to the period any such parties actually hold
the leasehold estate created hereby, no liability for the payment of rental or the performance of
any of the Lessee's covenants and agreements hereunder shall attach to or be imposed upon any
mortgagee, trustee under any trust deed, or any holder of any indebtedness secured by any
mortgage or security agreement upon such personal property, all such liability being hereby
expressly waived by Lessor.
8.02 Lessor's Right to Sell or Mortgage. Lessor reserves the right to sell, assign, transfer or
convey its interest in this Lease and the Premises without prior consent of Lessee, and Lessor shall further
have the right to encumber and mortgage the Premises and assign rentals payable by Lessee to Lessor
to any mortgagee or other secured party who obtains an interest in the land and buildings of which the
Premises are a part or upon any buildings hereafter placed upon land of which Premises form a part;
0 12
® provided, however, that no such sale, assignment, transfer, conveyance or mortgage shall in any way
diminish the rights of Lessee to use the Premises as provided in this Lease, and any person or entity
standing in the place of Lessor as a result of any such sale, assignment, transfer, conveyance, or mortgage
shall assume the duties and obligations to Lessee as provided in this Lease as if such person or entity
were Lessor herein.
8.03 Statement of Performance. Lessor agrees to furnish Lessee, and any of the Lessee's
mortgagees, upon written request therefore, a statement wherein Lessor shall, under oath, acknowledge
that as of the date of such statement, Lessee, to the best of the Lessor's knowledge, has performed and
observed all of the covenants and conditions herein stated to be performed and observed by Lessee, and
that to the best of the Lessor's knowledge as of said date the leasehold estate hereby created and granted
to Lessee is free of all defaults hereunder (or if defaults exist, specifying the nature of the default);
provided, however, Lessor shall not be required to famish Lessee or any such sublessee or occupant with
such statement more than once during any calendar quarter. Nothing contained herein or any statement
subsequently issued hereby shall waive any of the Lessor's rights to enforce any of the provisions of this
Lease against the Lessee.
ARTICLE 9
Lease Defaults
9.01 Defaults by Lessee. Lessor shall have the right to declare the Lease in default if Lessee:
(a) Fails to pay any installment of rent or make any other payment of money due
hereunder within seventy-two (72) hours after written notice of the failure shall have been given
to Lessee, or
(b) Defaults in the performance of any other obligation imposed upon Lessee hereunder
and does not cure the default within fifteen (15) days after written notice describing the default
in reasonable detail shall have been given Lessee (or, if the Lessor in its sole discretion,
determines that the default cannot reasonably be cured within the fifteen (15) day period, if
Lessee does not commence curative work within the fifteen (15) day period and prosecute the
work to completion with reasonable diligence), or
(c) Institutes proceedings, whether voluntary or otherwise, under the provisions of the
Federal Bankruptcy Act or any other federal or state law relating to bankruptcy or insolvency,
then the Lessor may immediately without any notice terminate this lease, or
is 13
(d) Makes an assignment for the benefit of creditors, then Lessor may immediately and
without notice terminate this lease or exercise any other rights or remedies available as a matter
of law.
9.02 Unless otherwise stated in this lease, if the Lessee commits a default, the Lessor shall give
the Lessee a written notice specifying the default and the Lessee shall have the following periods of time
to cure the default:
(a) In the case of a failure to pay rent or any other default consisting of the failure to pay
money, the Lessee must remedy the default within seventy -two (72) hours from the receipt of the
notice, provided that if.
(1) The Lessor is required to give the Lessee notice of nonpayment of rent three
(3) times in any twelve month period, and
(ii) Each of the notices contains a reminder of the substance of this subpart
9.02(a), thereafter Lessor shall no longer be obligated to give Lessee notice of a default
consisting of the nonpayment of rent and the Lessor may immediately terminate the lease.
(b) In all other cases with the exception of those cases hereinabove specified where the
lease is subject to immediate termination by the Lessor, the default must be cured within fifteen
(15) days from the receipt of the notice or, if the default is not reasonably susceptible of being
cured within the fifteen (15) day period, commence curative work within the fifteen (15) day
period and prosecute it to completion with diligence. The determinations regarding whether the
default is reasonably susceptible to being cured within the above - referenced time frame and
whether the Lessee is commencing curative work with diligence shall be made at the reasonable
discretion of the Lessor.
9.03 If any such default occurs and is not cured within the time allowed by paragraph 9.02, the
Lessee understands and agrees that the Lessee shall become immediately liable for all amounts due or
which would have become due under the term of the lease or any extension thereof Furthermore, in the
event of such default, the Lessor, in addition to any other rights which Lessor may have under law or
under the provisions of this Lease, shall have the following options, subject to Lessee's rights under
paragraph 9.06, below:
(a) Immediately to re -enter and remove all persons and property from the leased
Premises. Such property may be removed and stored in a public warehouse or elsewhere at the
cost of, and for the account of, Lessee, all without service of notice or resort to legal process and
without being deemed guilty of trespass, or becoming liable for any loss or damage which may
be occasioned thereby. Such re- entering and removal of persons or property from the leased
Premises shall not be deemed to preclude Lessor from exercising any other options granted by
this lease.
0 14
(b) To proceed for past due installments, reserving its rights to proceed later for the
remaining installments and to exercise any other option granted by this lease.
(c) Immediately to cancel this lease and to proceed in any manner against the Lessee for
past due installments.
(d) To cancel this lease and re -enter the leased Premises and to re -let the Premises in the
manner set forth below.
(e) Otherwise, Lessor may avail itself of any rights under the laws of the State of Texas
to evict Lessee and obtain occupancy of the Premises and to recover any past due rent and
damages until the Premises shall have been released, all as more fully provided in paragraph 9.04
hereafter.
9.04 Should Lessor elect to re- enter, under any provision of this lease, or should Lessor take
possession pursuant to legal proceedings or pursuant to any notice provided for by law, the Lessor shall
have the right and the ability to make such alterations and repairs as the Lessor determines is reasonably
necessary in order to re -let the Premises and may re -let the Premises or any part thereof. This re- letting
shall be for such rental and on such terms as Lessor may deem advisable, including a lease on a monthly
basis or for a term extending beyond the term of this lease. All payments received by Lessor from such
re- letting for the unexpired term of this lease shall be applied: first, to the payment of any costs and
expenses of such re- letting, including attorney's fees and the cost of such alterations and repairs; second,
to the payment of any indebtedness other than rent due from Lessee to Lessor; third, to the payment of
the present value, at a discount rate of eight percent (8 %), of the rent due and unpaid hereunder. If such
rentals received from the re- letting are insufficient to pay the amount owed by Lessee, then the
deficiency shall be paid during that month by Lessee hereunder, to Lessor. Such deficiency shall be
calculated and paid monthly in the manner provided above. Lessee may request and shall be granted
access to Lessor's books and records in order to ascertain the status and accuracy of its account with
Lessor. Notwithstanding any other provisions hereof, in making the repairs and alterations, re- letting the
Premises and exercising its other rights hereunder, the Lessor shall mitigate and minimize the damages
suffered by the Lessor and the amounts that shall be due by Lessee hereunder.
9.05 Failure to strictly and promptly enforce the conditions set forth above shall not operate as
a waiver of Lessor's rights. Lessor expressly reserves the right always to enforce prompt payment of rent
and to treat the failure to pay rent in accordance with this lease as a default, regardless of any indulgences
or extensions previously granted. The waiver by Lessor or Lessee of any breach of this lease shall not
be deemed a waiver of any subsequent breach of the same nor shall any other term or condition of this
lease be deemed to have been waived by Lessor or Lessee unless such waiver is in writing and signed
by Lessor or Lessee.
9.06 Any and all defaults reasonably declared by the Lessor shall be final and binding upon the
Lessee. If the Lessee receives a default notice but in good faith denies that it is in default (in whole or
• 15
® in part) the Lessee may prevent the Lessor from exercising the rights or remedies set forth in this Section
9 by taking the following steps:
(a) The Lessee shall remedy that part of the default as to which there is no dispute within
the time allowed by paragraph 9.02.
(b) As to the disputed part of the default, the Lessee shall either:
(1) Remedy the alleged default within the time allowed by paragraph 9.02 with
full reservation of the Lessee's right to recover from the Lessor the amount paid and costs
incurred by the lessee if it is ultimately-determined that a default did not exist, or
(ii) Furnish the Lessor within the time allowed by paragraph 9.02 with security
approved by the Lessor as adequate in amount to cure the default if a default is ultimately
determined to exist, provided that the Lessor may not withhold the approval
unreasonably. The security shall consist of cash, obligations of the United States (or any
agency thereof), of certificates of deposit issued by a national bank and shall be held by
a national bank approved by the Lessor as agent or custodian for the parties.
9.07 In the case of a dispute as to the existence of a default, the Lessee may, in lieu of or in
addition to its rights under paragraph 9.06, assert its right and defenses in any other manner permitted
by law.
ARTICLE 10
MISCELLANEOUS
10.01 Assignment and,Subleasiniz. Lessee may not assign this lease in whole or in part or
sublet all or any part of the leased Premises without the prior written consent of Lessor. Notwithstanding
any assignment or sublease, Lessee shall remain dually liable on this lease and shall not be released from
performing any of the terms, covenants and conditions of this lease.
10.02 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:
0 16
® (a) To Lessor when received at:
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, Texas 77522
Fax: 420 -6586
(b) To Lessee when received at Lessee's office:
One Bayland Drive, L.C.
c/o RioStar Corporation
Attn: Rolland D. Lorenzo
214 N. Nagle
Houston, Texas 77003
Fax: 228 -0135
as the case may be. Notices to a mortgagee or a trustee or sublessee shall in like manner be mailed to its
or their respective last known addresses. Any party may change the address for the giving of notices to
it by giving due 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.
10.03 Entire Agreement. This lease, including the exhibits hereto, contains all the agreements
between the parties hereto with respect to the Premises and may not be modified orally or in any other
manner other than by an agreement in writing, signed by all the parties hereto or their respective
successors in interest.
10.04 Qender and Name. Words of any gender used in this lease shall be held to include any
other gender, and words in the singular number shall be held to include the plural when the sense
requires.
10.05 eadin . The headings as to contents or particular articles or sections herein are inserted
only for convenience, and they are in no way to be construed as a part of this lease or as a limitation on
the scope of the particular sections to which they refer.
10.06 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.
10.07 Rent on Termination. Upon any termination of this lease, other than under Article 9
hereof, all rent paid but not earned shall not be refunded.
0 17
• 10.08 Force Majeure. Neither Lessor not Lessee shall be deemed in violation of this lease if it
is prevented from performing any of the obligations hereunder by reasons of strikes, boycotts, labor
disputes, embargoes, shortage of material, acts of God, acts of public enemy, acts of superior
governmental authority, weather conditions, floods, riots, rebellion, sabotage, or any other circumstances
for which it is not responsible or which is not in its control, and the time for performance shall be
automatically extended by the period the party is prevented from performing its obligations hereunder.
10.09 Effective Date of Lease. This lease shall be effective as of the date the last party hereof
has executed this lease, and references herein as to the "date this lease is signed" and words of similar
import, shall mean such date.
10.10 Recording of Lease. Lessor and Lessee shall also execute, contemporaneously with the
execution of this Lease, a Memorandum of this Lease, the form of which is attached as Exhibit "F;" to
be recorded as a short form of this lease as a public record in the appropriate jurisdiction in which the
Premises are located, and to be held in the possession of Lessee, until such time as all contingencies
contained herein have been satisfied. Any expenses of recordation of such Memorandum shall be borne
by the Lessee.
10.11 Payment of Legal Fees. Any other provision of this Lease notwithstanding, upon issuance
of a final judgement in a court of law, of competent jurisdiction, in an action in which the Court has ruled
on a dispute between Lessor and Lessee, the party against whom the judgement has been rendered shall
be responsible for payment of all court costs and the reasonable attorney's fees of the prevailing party.
10.12 Texas Law. The construction interpretation and performance of this Agreement shall be
governed by the laws of the State of Texas.
10.13 Venue. 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.
10.14 Liquidated Damages. Both the Lessee and the Lessor agree that time is of the essence in
the payment of all monies due pursuant to this lease and that the time allotted for each monthly payment
described herein is reasonable times for the payment of each, taking into consideration all conditions,
including but not limited to, the economic environment, restaurant industry and conditions prevailing in
this locality. The Lessee and the Lessor understand and agree that a breach of this contract as to time of
payment will cause damage to the Lessor and further agree that such damage cannot be accurately
measured and that ascertainment will be difficult. Therefore, as part of the consideration for the awarding
of this lease, the parties agree that for each and every calendar day any payment due hereunder or any
portion thereof remains delinquent as set forth in the lease, the Lessor may charge and the Lessee shall
pay as part of the monthly lease amount owed the sum of one hundred dollars ($100) as minimum
liquidated damages. However, the foregoing agreement as to liquidated damages constitutes only an
agreement by the Lessor and the Lessee as to the minimum amount of damages which the Lessor will
0 18
sustain in any event by reason of the Lessee's failure to make payments within specified time periods.
Should the Lessor suffer damage over and above the minimum amount specified by reason of the
Lessee's failure to timely pay in strict accordance with the lease, the Lessor may recover such additional
amount. The Lessor will have the right to recover such amount from the Lessee; all such remedies shall
be cumulative and the Lessor shall not be required to elect any one nor deemed to have made an election
by proceeding to enforce any one remedy.
10.15 Litter and Pollutants. Lessee hereby guarantees that no pollutant, effluent, liquid or solid
waste material, litter, trash or garbage issued from the leased Premises is allowed to collect in the waters
or in the vicinity of the Premises.
10.16 Fire S, sy tem. The Lessee shall be responsible for ensuring that all firefighting systems
and equipment is regularly inspected and remains in the highest degree of readiness.
10.17 Consent. The Lessor by this Agreement does not give consent to litigation and the Lessor
hereby expressly revokes any consent to litigation that it may have granted by the terms of this
Agreement, charter or applicable state law.
10.18 Indemnity. Lessee agrees to and shall indemnify, hold harmless and defend, the Lessor,
its officers, agents and employees, from and against any and all claims, losses, damages, causes of action,
suits and liability of every kind, including all expenses of litigation, court costs, and attorneys' fees for
injury to or death of any person, or for damage to any property, arising out of or in connection with the
work done by Lessee under this Contract, where such injuries, death or damages are caused by the joint
negligence of the Lessor and any other person or entity. It is the expressed intention of the parties hereto,
both Lessee and the Lessor, that the indemnity provided for in this paragraph is an indemnity by Lessee
to indernify, protect and defend the Lessor from the consequences of the Lessor's own negligence, where
that negligence is a concurring cause of the injury, death or damage. Furthermore, the indemnity
provided for in this paragraph shall have no application to any claim, loss, damage, cause of action, suit
and liability where the injury, death or damage results from the sole negligence of Lessor unmixed with
the fault of any other person or entity.
10.19 Guarantor. For the consideration herein expressed which is hereby acknowledged
sufficient and received, Ninfa's, Inc. (the "Guarantor "), hereby guarantees all payments and liabilities
of the Lessee and the performance of all obligations of the Lessee under the terms and conditions of this
Lease and all extensions thereof. It is expressly agreed by the parties hereto, the Guarantor, Lessee and
Lessor, that throughout the initial term of the lease and all extensions thereof, the guaranty provided in
this paragraph is a guarantee by the Guarantor to guaranty the performance of all of the Lessee's
obligations under this agreement, including, but not limited to, operating a first - class, full- service
restaurant and the payments of all amounts owed by Lessee hereunder.
10.20 Severabili1y. All parties agree that should any provision of this Agreement be determined
to be invalid or unenforceable, such determination shall not affect any other term of this Agreement,
which shall continue in full force and effect.
0 19
10.21 No Third Party Beneficiaries. This Agreement shall not bestow any rights upon any third
party, but rather, shall bind and benefit Lessee and the Lessor only.
10.22 Authority to Enter Contract. Each party has the full power and authority to enter into and
perform this Agreement, and the person signing this Agreement on behalf of each party has been properly
authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby
represent that they have authorization to sign on behalf of their respective corporations.
10.23 Agreement Read. The parties acknowledge that they have read, understand and intend to
be bound by the terms and conditions of this Agreement.
10.24 Multiple Originals. It is understood and agreed that this Agreement may be executed in
a number of identical counterparts each of which shall be deemed an original for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this lease as of the day and year
opposite their signature, said lease to be effective the first date set forth above.
LESSEE
ONE BAYLAND DRIVE, L.C.
By:
oland D. L..renzo, esident/CE0
GUARANTOR
NINFA'S,
By:
Roland. D. Lrenzo, president/CEO
LESSOR
PETE C. ALFARO, ayor
City of Baytown, Texas
20
ATTEST
EILEEN P. HALL, City Clerk
APPROVED AS TO FORM:
IONACIO RAMIREZ, SR., City Attorney
STATE OF TEXAS
COUNTY OF HARRIS
Before fne on this day personally appeared � I41‘; D D . LAuRRARIAn his capacity as
of One Bayland Drive, L.C., on behalf of such corporation, known to me
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that
he executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this'day of Novc.--mlx-yz... , 1995.
MARIA G. RAMIREZ
NOTARY PUBLIC, STATE OF TEXAS
MY COMMISSION EXPIRES
SEPT. 23, 1998
21
•
Notary Public in and for the State of Texas
STATE OF TEXAS
COUNTY OF HARRIS §
Before e on this day personally appeared Ra‘zlN D .l-AtAut IUZ.. in his capacity as
E,SI [)t* of Ninfa's, Inc., on behalf of such corporation, known to me to be the
person whose name is subscribed to the foregoing instrument and acknowledged to me that he
executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this day of Nooe-y,,,,66yz.... , 1995.
MARIA G. RAMIREZ �l
NOTARY PUBLIC, STATE OF TEXAS
MY COMMISSION EXPIRES
SEPT. 23, 1998
c:\kl h I I \contracts\bayl and2.wp
22
Q.-
Notary Public in and for the State of Texas
•
Exhibit A
Furniture, Fixtures and Equipment
•
•
•
EJIT A
November 7, 1995
Re: Ninfa's Baytown Project
We respectfully submit the following F, F, & E estimate for the Ninfa's, Seafood Cantina in Baytown.
RELCO
$66,162.50
MICROS
$26,717.50
CUSTOM STAINLESS STEEL
S44,400.00
SYSCO
S60,522.12
SYSCO MISC. KITCHEN EQUIP
S29,500.00
PHOENIX
S 5,717.00
RIO FUERTE
$ 75,529.00
CANAL STREET MILL SHOP
S 6.493.00
F F & E $313,041.12
2727 Canal St. • Houston, TX 77003 • 713 - 224 -2626 • Fax 713- 224 -2727
N
EXHIBIT A
• CANAL STREET MILL SHOP
2725 CANAL
HOUSTON, TEXAS 77003
TEL: 713.224 -2626
QUOTATION FOR:
The construction, shipping and installation of all booths for the Ninfa's Baytown Project.
12 sets including: _
Eight (8) Double Sided Custom
Six (6) Single Custom
One (1) Rounded Custom
Shipping
TOTAL
Thank you for-this opportunity.
Sincerely,
Kim Van andt
•
@ $444.00 each $3,552.00
@ $222.00 each $1,332.00
@ $1,259.00 each $1259.00
$6,143.00
$ 350.00
$6,493.00
� 0
E,r A
I ow
top,
November 7, 1995
REF: Baytown Furniture
These are allowances provided for specified furniture:
INTERIOR
26 tables @ 200 ea. $ 5,200.00
104 chairs @ 125 ea. $13,000.00
28 barstools @ 150 ea. $ 4,200.00
$22,400.00
EXTERIOR
20 sets @ 200 ea. $ 4,000.00
20 tables & 80 chairs
$ 4,000.00
Hostess Stand
$ 473.00
Display Cases (2) @ 578 ea.
$ 1,156.00
$ 1,629.00
$28,029.00
OTHER
Interior Design & F.F.& E. &
Purchase Commisions
$18,100.00
Office Furniture
$ 700.00
Phone System
$ 2,600.00
Sound System
$ 8,500.00
Wall Decorations
$15,000.00
4 T.V. Sets @ 350
$ 1,400.00
Safe
$ 700.00
Fax
$ 500.00
$29,400.00
SUBTOTAL
$47,500.00
TOT AL
$75 529.00 ,
2727 Canal St. • Houston. TX 77003 • 713 - 224 -2626 • Fax 713- 224 -2727
EXHIBIT A 2301 PRESTON
HOUSTON. TX 77003
L REFRIGERATION CO. 713. 222.9292
FAX 713- 222.7112
PHONE NO. Z 2' 7,
SO TO
i r7 -� r4 ►�
D /B /A
vu ✓-\ i
STREET ADDRESS AND SUITE NUMBER OR POST OFFICE BOX NUMBER
CITY
SALE
COUNTY STATE
c-� LEASE
DELIVERY DATE
ZIP
DATE 10 � - �I `CI 5—
SALESMAN rO 1 \Le- Y"` c 1^'\ L L A-
DO NOT WRITE
IN THIS COL
GUAWFsv
MODEL NO.
PRICE
TOTAL AMOUNT
=�3
"L
u J
w o
1
2
0
IZv
Z23
r
Isso
C)
~! L
" F-aee 7-e
oo.I
SSv
a
o-1
{- L ✓A ro • i, C,a —
Z
Q
Z R S t 42 v
o0
1Fk G �+ 3 ti S JZ S c, U g,
+
r1
-L v,
R S 1 v u o •-v ,
U w 3e JyA
1C, ' le 11 e..
,,e
10o
O�
THE ABOVE PRICE, OR PRICES, DOES NOT INCLUDE WIRING OR PLUMBING.
SHAC KELFOR D. INCORPORATED
dtb /a RELCO REFRIGERATION CO. CUSTOMER'S SIGNATURE
2301 PRESTON
HOUSTON. TEXAS 77003
A-
• r _ ,
REFRIGERATION CO.
EXHIBIT A
2301 PRESTON
HOUSTON. TX 77003
713- 222-9292
FAX 713. 222 -7112
PHONE NO. 2 2 `'i-- 2 � 2, L
SOLD TO
D /B /A
STREET ADDRESS AND SUITE NUMBER OR POST OFFICE BOX NUMBER
CITY Q COUNTY / STATE ZIP
SALE LEASE _ DATE 1 n 1 -k 1 1 G1
DELWERY DATE " 1 x- 1. l :) SALESMAN
00 NOT WRITE
IN THIS COL.
I OUANTnY
MODEL NO.
PRICE
TOTAL AMOUIV-
vrl
_ Z G
v
a
v
G —
0 yo "L
- -
i
- D ki
0 -yo 2" e
6
t- L G v
O
Kh
e 1
�-
�
S=
�I
vi-
o.
A
THE ABOVE PRICE, OR PRICES, DOES NOT INCLUDE WIRING OR PLUMBING,
SHACKELFORD. INCORPORATED
ft /a RELCO REFRIGERATION C.O.
2301 PRESTON CUSTOMER'S SIGNATURE
HOUSTON. TEXAS T7003
�r
EXHIBIT A 2301 PRESTON
HOUSTON. TX 77003
REFRIGERATION CO. 713- 222-9292
FAX 713.222.7112
[ y 1 ✓U 4' S _ PHONE NO.
SOLD TO
D /B /A
STREET ADDRESS AND SUITE NUMBER OR POST OFFICE BOX NUMBER
U w
CITY COUNTY STATE ZIP
SALE LEASE DATE I 2 ✓
DELIVERY DATE SALESMAN m • 1LP_ Y\,q L L r
DO NOT WRITE
IN THIS COL
OUaNTiTY
MODEL NO.
PRICE
TOTAL AMOUNT
V+ck Y--, C
Z
--j ` A
-
r4 4r L. P
< , - 1' 12
P 7, e
S r n k
C
V l J
l Z Q
v a -
1
V%l ¢ -;c Q or
v u r
G c>
C 0 -^- CA w V 0 J
n e:j� 2.
V L0 v
`Air - rL r
THE ABOVE PRICE, OR PRICES, DOES NOT INCLUDE WIRING OR PLUMBING
SHACKELFORD, INCORPORATED
d�b/a RELCO REFRIGERATION CO. CUSTOMER'S SIGNATURE
2301 PRESTON
HOUSTON, TEXAS 77003
EXHIBIT A
REFRIGERATION CO.
SOLD TO
D /B /A
STREET ADDRESS AND SUITE NUMBER OR POST OFFICE BOX NUMBER
CITY
SALE
DELIVERY DATE
COUNTY STATE
LEASE
PHONE NO.
ZIP
DATE
SALESMAN
2301 PRESTON
HOUSTON. TX 77003
713- 222.9292
FAA 713.222.7112
DO NOT WRITE
IN THIS COL.
ouaNTlrr
MODEL NO.
PRICE
TOTAL AMOUNT
✓a'w .
! w \n )014,45e-
263
IZ3
CA <py -%oR;c-
vN '?
O
THE ABOVE PRICE, OR PRICES, DOES NOT INCLUDE WIRING OR PLUMBING.
SHACKELFORD. INCORPORATED
dib /a RELCO REFRIGERATION CO. CUSTOMER'S SIGNATURE
2301 PRESTON
HOUSTON, TEXAS 77003
1
1 �
micros
October 24, 1995
EXHIBIT A
NINFA'S BAYTOWN
2700XL TOUCHSCREEN SYSTEM UNITS
4 Micros 2700X1. w /memory System Units
$4,000.00
16,000.00
4 Micros Integrated Roll Printers
500.00
2,000.00
4 Micros Magnetic Card Readers
150.00
600.00
2 Micros Standalone Roil Printers
1,000.00
2,000.00
1 Micros Communication Interface Board
750.00
750.00
2 Micros Cash Drawer
220.00
440.00
1 Micros Turret Display
250.00
250.00
1 Credit Card Authorization
1,195.00
1,195.00
1 Credit Card Installation Fee
325.00
325.00
1 Micros PCISN Board and Software
1,500.00
1,500.00
1 PC 386 4mg _
1,356.00
1,356.00
1 Modem
159.00
159.00
Subtotal
$26,575.00
Rio Star Discount
- 2,657.50
Subtotal
$23,917.50
Programming, Documentation, Installation & Training 600.00
Subtotal 24,717.50
8.25% Sales tax 2,039.19
Total Investment $26,756.69
NOTES:
o Electrical and iRC wir6v Is not Included and la the responsibility of the cuetorner'e electelclam
v Above price quote Is vNective for thirty days.
o Above price quote does not Include appffcaWe sales sax.
o COD payments and leasing delivery and acceptance forms will be colloctod upon Initial completion of the Instalfaliam
Initlai complelbn fs defined as the Irtstalatlon of hardwaro and softwaro, whh suecwsiul In-line and or on -line
commtnieMlons setup. Subsequent program changes may be hooded to refine the instalatlorl. however. will not
postpone colbcdon of tho balance or bans needed for funding.
micros hospitality systems
3111 M�ICtlstlatl+l Itnia.: :i:,1e t! -1
I hmulon, Tgruy 77(,12
(713) rya"90;)
Fax (/13) 61111.0130
.-n r- r 1 -�.raT r•C C- m4nT1.1 1AIN4
NOV 02 '95 16:01 STAINLESS ST£R FAB r "�
$ STAMESS STS. CVjWkk8 'CAT -0RS, INC.
3 Specia[hing in Custorn restaurant Equipment
C
® F P.0_ aax 450132 Bus. (T13) 433-0495
Houston. Texas 77245 -0132 Fax (713) 433-0408
?iTMMAS
11- A'L -'95
PROPOSAL.
42 01 9'-6" 03 COMIPA ATM 1LXT SUM 242LOO 242LOO
WITH DOUBLE DRAIN BOARDS,
TWIST HANDLE DRAIKR, (1) P"RINSE
WI'T'H VAU(;L -r & (1) FAUcrr.
A6 01 W CLIEAN 1)OAMLAX WITH 460.00 4b@.00
STA NLgS STERI MHEtLF.
49 01 SOILED DVMABLE "17" SHAPILD 2.917..00 2,91_A 09
W11W M( WASM SL14K WFTIL
OASKST & RACK GUWE. DOURU SM D
CTJP & GLASS RAC _V"L lf. STAMLIZS.S
STEEL UraMM F WITH SPBAY RINSE.
2116AkDe& C%anw Huoaa Texas 77047
•
fmmy
QTY
bESClt1MON
FRlC1C
r(1rAi.
09
81
9'.X30" TABLE WITH (2) t6 X W
1,175.00
1 ,17500
0XVP SJAKS WITH FAUCET&
TWIST HANDLE
10
01
5' TABLE WITH OMIEELP & BACK
SPI ASH
335.00
mtaa
1$ & 1801 EA.
3' X 30" T'AML.B W1 M. OVER SUKi .6 MOU
916.0
RACK A POfii'MOUNTED
15 A 18A
01
TABLE ONLY wn ff Q19HBLF
388.00
384.00
13
01
- 36" WIDE X 30' DEEP TABLE
98&tx)
3U-00
36
01
PK XUP TAI.BE 19` LANG
1289.00
1219 -ou
WITH 12' TRAY LLP 3' 0"'
LEFT EN@.
42 01 9'-6" 03 COMIPA ATM 1LXT SUM 242LOO 242LOO
WITH DOUBLE DRAIN BOARDS,
TWIST HANDLE DRAIKR, (1) P"RINSE
WI'T'H VAU(;L -r & (1) FAUcrr.
A6 01 W CLIEAN 1)OAMLAX WITH 460.00 4b@.00
STA NLgS STERI MHEtLF.
49 01 SOILED DVMABLE "17" SHAPILD 2.917..00 2,91_A 09
W11W M( WASM SL14K WFTIL
OASKST & RACK GUWE. DOURU SM D
CTJP & GLASS RAC _V"L lf. STAMLIZS.S
STEEL UraMM F WITH SPBAY RINSE.
2116AkDe& C%anw Huoaa Texas 77047
•
NOV 02 '95 16:02 STAINLF-SS STEEL FAB
EXHIBIT A
Y.J /4
•
NUKFAS F1taPOS4L PAGE Q2
pl
BF VjMAGE COUNM "EV SHA?ED 1.855.00
1.85509
9'-6^ X 6' WITH ICE BIN, 11 X UI X 174
GLASS MM WrM TROUGH CUTOUT
ROR SODA 1)19%PSSLt & ROOM FOR RA"L
DOA,ES UNDER TOP do 6 X 28 ICE PAN.
91
EL CHIPO 2,5 GALLON CHIP 150800
1500.00
56
WAl2D10YEt '
Ol
a' BBVBRAGE STATION 1.415.00
1415.00
"A.
WITH 91 WATER U-UR FAUCET
& DRAIN TROUGH
(1) 15 X Is 7Ca" DUP ICE PAN
(1) I2° X 27" X r DM ICE PAN
AT I..ICST "r WTIH LEGS & ROOM
UNDBRNRATU POR RACK DOLLIES
04
W X 24" X 74" 091P 13M BOXES 4911.00
1+gmw
�0
WITH SpBE11 RAIN STAINLUSS ,STEEL
RISE AND GALVANIM OMIDIL
01
V -27 X 36" EBTPMENT STAND WITH 363.00
363.00
UNDP3�HItI.F.
76 01
5- -4" ST rrnt_ bS S EXL TAB I.$ 7X6 00
726`0
WrW (I) MMERSMVL5. BACK
SPLASH ON 03 SOTS & DOIiB1.E
WMKRSMVES 33" RICH.
X 30" UrKA15T HOODS
Z3.1(i4.00
13
!F' X .u"
WrM !i!["t= PANS do MAKEUP
AIR YAMS & IMIlAWT DUCT & 913PPLY
AIR DUCT INSTALEAD, AS PKR CUDE
WITH VAPOR PROOF IATES & ALUMN
RAVLg FILT<ZRS THIS PRICE Al SO-L14CLUDES
HOOP AT'1'f1W17111.ASTATION.
oI LOT
To DELIvm TABIS & SINK & 59T IN
riaan
PLACE Of RAYTOW N 72a0U
SUB'T'OTAL 4ZAIKA0
TAX 1�M35
•
NOV 02 195 16:02 STAINLESS STEAL FR3 r
S ST' ST'F. Cy
AF RICATORS, INC.
S �ck&ing in Custom Reedurant EQuiOMO �
C N3tr- (713) 433 -0496
F P.O. Box 450132 Fax (713) 4-1-S -0498
Mous". TeyaS T7245 -0132
NIMPAS
NOVXM zR 02, lQ9
SK" AND Pt3T HACK EQUMARNT MOUNTED TO WALLS
T!@NiXft
QTY
DRSCTION ...
PBiCZ
DOTAL
:�......r.� -,
05
01
T TIOURLL BAR WALL MUUNTED POT RACK
130.00
136.00
!19
01
CAI VANIZED 1MN WALT. SFDU.V Wr, H WALL
Moo
moo
WALL BRACKPT
i N
ul
66" X 14" WALT. SIOW
8800
B&M
36
0L
:1' X 2l- N MCC WMBO'PTOK CHANNEL
Moo
739.45
SUPPORT & WALL HRACKY.I - MABL IM (2)
PLLLm
_
o1
lo, x3e" sltrl wn H 13" LEGS SUPPORT &
Moo
3sa00
BO'i' M MA"M SUPPORT
47
of
V-X 14• WALL SM. wi' M DUCKRT
sa
ss no
of
30" X 14" OVSRSffi{I.8
56M
ul
9' DOUBIZ HAS POT RACK WALL MOUNTED
227.00
2X7-00
4A
of
TX 14P WALL SHE-
60.00
do-M
•1
10' X 14" WA J-9E X
170.00
170-00
6A6
Ol
24"X 14- WAL SHM a
43.00
4308
01
48" X 14- WAI1SHE ff
70.00
7U."
st
6' X J.4" W,ALt SED art
Moo
18.00
-.
gIIi1T(7TAL
3=4AD
TA.'C
Sim"
-�,
--
TOTAL. T
32 -i"C"
Aaave TORY (NSTALLLD NY OMER&
2116AIc� Gow Hoastor; 7;sr ClO47
•
EXHIBIT A
SYSCO FOOD SERVICES
QUOTATION
TO:NINFA'S
C/O CITY OF BAYTOWN
ATTN: JEFF.STOVER
muTC nrTnmaTTnN RYPTRRS IN THIRTY DAYS,
RE:MC110201-
DATE: 11/02/95
YOUR REF. NO:EQUIPMENT
F.O.B.:AS STATED
DELIVERY TIME:4 -6 WEEK ARO
TERMS:AS SPEC. -SEE TERMS & COND.
UNLESS OTHERWISE INDICATED.
ITEM
NO
QTY.
UNIT
LOT
DESCRIPTION
GOLD BOND SHELVING FOR DRY
PRICE
1808.13
UNIT
EA
EXTENSION
1808.13
4
1
STORAGE.
7
4
EA
20 GL. CONTAINER 5505458
16.47
EA
65.88
4
EA
MOBILE DOLLY 5505466
26.40
EA
105.60
6
1
EA
i
HOBART H -600 60 QT. MIXER WITH
8700.00
EA
8700.00
STANDARD NINFA'S ACCESSORY PKG.
12
1
EA
HOBART §84145 14" BUFF. CHOPPER
3325.00
EA
3325.00
16
1
EA
IMPERIAL IR -8 RANGE, 8 OPEN
1575.00
EA
1575.00
BURNERS, ONE STANDARD OVEN.
NAT'L GAS, STD. FINISH.
17
3
EA
IMPERIAL STOCK POT RANGE ISPA-
998.00
EA
2994.00
1825 NATURAL GAS.
19
1
EA
PITCO MODEL 24F NAT'L GAS FRYER
2655.06
EA
2655.0E
WITH MECHANICAL T -STAT, STEEL
TANK. RH SHELF ON LEGS.
FOR OVER SHELF ADD 155.00
20
5
EA
ADVANCE HAND SINK W /FAUCET &
166.77
EA
833.8`
BASKET DRAIN, 12" WIDE.
26
1
EA
IMPERIAL IRB =6Qk NAT'L GAS
2000.00
EA
2000.0(
CTR TOP CHARBROILER.
PRICES SHOWN ARE F.O.B. POINT OF ORIGIN, UNLESS OTHERWISE INDICATED MqD
INCLUDE APPLICABLE SALES TAXES, IF ANY.
P.O. BOX 15316 QUOTED /BY- KE C NHOUSTON, TEXAS 77220 -5316 TITLE:D C S (713) 672 -8080 BY: E'
ACCEPTANCE AND PURCHASE ORDER
THE ABOVE QUOTATION IS ACCEPTED SUBJECT TO-THE TERMS AND CONDITIONS ON THE
ATTACHED HEREOF AND SYSCO FOOD SERVICES, INC. IS AUTHORIZED TO SHIP THE ABOVE
DESCRIBED MERCHANDISH. TERMS OF SALE, F.O.B.,. AND DELIVERY ARE AS INDICATED
ABOVE. PURCHASER AGREES THAT SHOULD PURCHASER NOT ACCEPT DELIVERY AS SPECIFIEC
ABOVE, STORAGE AND RELATED COSTS AT THE RATE OF 1% PER MONTH WILL BE ADDED TO
THE PURCHASE PRICE OF SUCH EQUIPMENT.
COMPANY NAME
BY
TITLE DATE
EXHIBIT A
SYSCO FOOD SERVICES
QUOTATION
RE:MC110202
PRICES SHOWN ARE F.O.B. POINT OF ORIGIN, UNLESS OTHERWISE INDICATE AND DO NOTM
INCLUDE APPLICABLE SALES TAXES, IF ANY.
P.O. BOX 1531.6 QUOTED BY: KE CO
HOUSTON, TEXAS 77220 -5316 TITLE:NO 0 S IA T
(713)672 -8080 BY:
ACCEPTANCE AND PURCHASE ORDER
THE ABOVE QUOTATION IS ACCEPTED SUBJECT TO•THE TERMS AND CONDITIONS ON THE
ATTACHED HEREOF AND SYSCO FOOD SERVICES, INC. IS AUTHORIZED TO SHIP THE ABOVE
DESCRIBED MERCHANDISr& TERMS OF SALE, F.O.B., AND DELIVERY ARE AS INDICATED
ABOVE. PURCHASER AGREES THAT SHOULD PURCHASER NOT ACCEPT DELIVERY AS SPECIFIED
ABOVE, STORAGE AND RELATED COSTS AT THE RATE OF 1% PER MONTH WILL BE ADDED TO
THE PURCHASE PRICE OF SUCH EQUIPMENT.
LMPANY NAME BY
TITLE DATE
TO:NINFA'S
DATE:
11/02/95
C/O CITY
OF BAYTOWN YOUR REF.
NO:EQUIPMENT
ATTN• JEFF
STOVER F.O.B.:AS
STATED
DELIVERY
TIME:4 -6 WEEK
ARO
TERMS:SPEC.
-SEE TERMS &
COND.
THIS QUOTATION EXPIRES IN THIRTY DAYS, UNLESS
OTHERWISE INDICATED.
ITEM
NO
QTY.. UNIT
DESCRIPTION
PRICE UNIT
EXTENSION
29
4 EA
APW COUNTERTOP FOOD WARMER
119.00 EA
476.00'.
4571683 (SEALED WELL) 120V
31
5 EA
2 BULB HEAT LAMP 120V
98.70 EA
493.50
34A
1 EA
PITCa MODEL 45(14) NAT'L GAS
1200.00 EA
1200.00
FRYE WITH MECHANICAL T -STAT,
MILD STEEL POT, ON LEGS, STD
FINISH.
34B
1 EA
PITCO MODEL 18 NAT'L GAS FRYER
1902.00 EA
1902.00
WITH MECHANICAL T -STAT, MILD
STEEL POT ON LEGS, STD. FINISH.
35
3 EA
1700 WATT MICROWAVE OVEN
995.00 EA
2985.00
38
1 EA
IMPERIAL NAT'L GAS 36" C -TOP
1040.00 EA
1040.00
ICMA -36 CHEESEMELTER, STD FINISH,
NO BRACKETS.
1 EA
OPTIONAL 36" ELECTRIC C- MELTER
1080.00 EA
1080.00
VULCAN 1036W ON 4" LEGS.
PRICES SHOWN ARE F.O.B. POINT OF ORIGIN, UNLESS OTHERWISE INDICATE AND DO NOTM
INCLUDE APPLICABLE SALES TAXES, IF ANY.
P.O. BOX 1531.6 QUOTED BY: KE CO
HOUSTON, TEXAS 77220 -5316 TITLE:NO 0 S IA T
(713)672 -8080 BY:
ACCEPTANCE AND PURCHASE ORDER
THE ABOVE QUOTATION IS ACCEPTED SUBJECT TO•THE TERMS AND CONDITIONS ON THE
ATTACHED HEREOF AND SYSCO FOOD SERVICES, INC. IS AUTHORIZED TO SHIP THE ABOVE
DESCRIBED MERCHANDISr& TERMS OF SALE, F.O.B., AND DELIVERY ARE AS INDICATED
ABOVE. PURCHASER AGREES THAT SHOULD PURCHASER NOT ACCEPT DELIVERY AS SPECIFIED
ABOVE, STORAGE AND RELATED COSTS AT THE RATE OF 1% PER MONTH WILL BE ADDED TO
THE PURCHASE PRICE OF SUCH EQUIPMENT.
LMPANY NAME BY
TITLE DATE
EXHIBIT A
SYSCO FOOD SERVICES
QUOTATION
RE:MC110203
DATE: 11/02/95
C /O C ITY OF BAYTOWN
TO: S YOUR REF. NO:EQUIPMENT
C/O C
ATTN: JEFF STOVER F.O.B.:STATED
DELIVERY TIME:476 WEEK ARO
TERMS:AS SPEC. -SEE TERMS & COND.
THIS QUOTATION EXPIRES IN THIRTY DAYS, UNLESS OTHERWISE INDICATED.
ITEM
NO QTY. I UNIT
50 11 EA
51 4 EA
53 1 EA
54 11 1 E
56
2
EA
1
EA
72
2
EA
73
3
EA
DESCRIPTION
HATCO GRA -72 HT. STRIP W /TOGGLE
SWITCH, SINGLE MOUNT . NO CORD
& PLUG.
DISH RACK DOLLY W /OUT HANDLE
44 GAL. CONTAINER ON CASTERS
W /LID
ADVANCE MOP SINK 9 -OP -20
WITH K -240 FAUCET
HATCO DRAWER WARMER HDW -3
ON CASTERS 4"
HATCO DRAWER WARMER HDW -2N
ON KEGS 611.
:WALL HUGGER SLIM JIM BEIGE
SUPREME JOCKEY BOX 22X36X16D
W/O COLD PLATE WITH S/S BOTTLE
RACK.
PRICE UNIT EXTENSION
146.00 EA 146.00
75.80 1EA
57.00 EA
498.001EA
1815.00 1 EA
1267.00 EA
27.75 1 EA
793.00 EA
PRICES SHOWN ARE F.O.B. POINT OF ORIGIN, UNLESS OTHERWISE I
INCLUDE APPLICABLE SALES TAXES, IF ANY.
P.O. BOX 15316 QUOTED :MI
HOUSTON, TEXAS 77220 -5316 TI ON -F
(713) 672-8080 BY'
303.20
57.00
498.00
3630.00
1267.00
55.50
2379.00
A
DO NOT
ACCEPTANCE AND PURCHASE ORDER
THE ABOVE QUOTATION IS ACCEPTED SUBJECT TO.THE TERMS AND CONDITIONS ON THE
ATTACHED HEREOF AND SYSCO FOOD SERVICES, INC. IS AUTHORIZED TO SHIP THE ABOVE
DESCRIBED MERCHANDISE♦ TERMS OF SALE, F.O.B., AND DELIVERY ARE AS INDICATED
ABOVE. PURCHASER AGREES THAT SHOULD PURCHASER NOT ACCEPT DELIVERY AS SPECIFIED
ABOVE, STORAGE AND RELATED COSTS AT THE RATE OF 1% PER MONTH WILL BE ADDED TO
HE PURCHASE PRICE OF SUCH EQUIPMENT.
COMPANY NAME BY
TITLE DATE
SYSCO FOOD SERVICES
QUOTATION
RE:MC110204
DATE: 11/02/95
C /O C ITY OF BAYTOWN
TO: S YOUR REF. NO:EQUIPMENT
C/O C
ATTN: JEFF.STOVER F.O.B.:AS STATED
DELIVERY TIME:4 -6 WEEK ARO
TERMS:AS SPEC. SEE TERMS & COND.
THIS QUOTATION EXPIRES IN THIRTY DAYS, UNLESS OTHERWISE INDICATED.
ITEM
90 QTY. UNIT
75 3' EA
76 13 EA
77 1 EA
81 1 EA
87 1 EA
84 1 LOT
88 1
89 1
90 1
EA
DESCRIPTION
DRAIN BOARD SLWB -15
BLENDER STATION CRRS -15
HOBART 48" ELECTRIC GRIDDLE
CG -43,
SUPREME 4 COMP. BAR SINK 12"
SINKS, 18" DRAINBOARD CRB -74C
HOBART F -100 FOOD PROCESSOR
WITH ATTACHMENTS & SIX PACK KIT.
GOLD BOND COOLER /FREEZER
SHELVING
HOBART HCM 450
EA PITCO P -24 FILTER MACHINE
LOT RECEIVE, DELIVER, UNCRATE & SET
IN PLACE.
TOTAL
PRICE UNITI EXTENSION
140.00 EA
280.00 EA
1000.00 EA
835.001EA
1875.001EA
1830.001EA
7320.001EA
1586.001EA
1980.001EA
420.00
840.00
1000.00
835.00
1875.00
1830.00
7320.00
1586.00
1980.00
60,522.12
.s;
PRICES SHOWN ARE F.O.B. POINT OF ORIGIN, UNLESS OTHERWISE INDICAT D AND DO NOT
INCLUDE APPLICABLE SALES TAXES, IF ANY. QUOTED :MI 'CO
P.O. BOX 15316
HOUSTON, TEXAS 77220 -5316 TITLE';p —F D S I I
(713)672 -8080 BY:
ACCEPTANCE AND PURCHASE ORDER
THE ABOVE QUOTATION IS ACCEPTED SUBJECT TO.THE TERMS AND CONDITIONS ON THE
ATTACHED HEREOF AND SYSCO FOOD SERVICES, INC. IS AUTHORIZED TO SHIP THE ABOVE
DESCRIBED MERCHANDISE. TERMS OF SALE, F.O.B., AND DELIVERY ARE AS INDICATED
ABOVE. PURCHASER AGREES THAT SHOULD PURCHASER NOT ACCEPT DELIVERY AS SPECIFIED
ABOVE, STORAGE AND RELATED COSTS AT THE RATE OF 1% PER MONTH WILL BE ADDED TO
THE PURCHASE PRICE OF SUCH EQUIPMENT.
COMPANY NAME
TITLE
m
DATE
r- 1
LJ
EXHIBIT A
H 0
Ninfa's
Quote dated: 1020195
Validity: 30 days
Terms: 50% with order, 40% on delivery, 10% net 30 days
ITEM QTY. UNIT OF- SCR1FMN SALES SALES
EA- TOTAL
84
1 lot
Cooler/Reeae:r Shelving
$2,548.00
52,948.00
Mfg.: InterrneW
Model: SuoerEretta Metroseal It
To consist of:
24 ea.
2460NK2 Shelves
18 ea.
2448NK2 Shelves
20 ea.
74PK2 Posts
85
1 lot
Walk -In Cool*r
$17,351.00
$17,351.00
Mfg. Arctic
2 compartment cooledFreezer combination, overall size 9V x 28'9" x
M5-V8" high, embossed alurninum interior and exterior, galvanized
steel boor, 1 hp. condensing unit for cooler, 2 hp. for freezer, hictudes
O"PMssor cover, winter controts. 5 year compressor warranty and
10 peers panels warranty.
86
1 lot
Waildn Freezer
Incl. in # 85
UM.: Arctic
87
1 ea.
Food processor
$1 ,478.00
$1,478.00
Mfg.: Hobart
Model: FP61
88
1 ea.
Cutter/Mixer
$7.479.00
$7,479.00
Mfg.: Hobart
Model: HOM-450
00
1 lot
Fka &Wprassion Syseem (1U' three hoods)
55,717.00
$5,717.00
Mfg. Ansel
Model: R -102
Sub; Total:
$151.297.00
Phoenix Of Texas Page 13 of 14 10110/95
- - tr T d =T SbXa a0 X 1 NE Id L T : 80 So . ZZ 1--0
1
SYSCO FOOD SERVICES
QUOTATION
TO:NINFA'S
C/O CITY OF BAYTOWN
ATTN: JEFF.STOVER
THIS QUOTATION EXPIRES IN THIRTY DAYS,
ITEM
NO QTY. I UNIT
DESCRIPTION
TAXABLE ITEMS•
#4 SHELVING
#7 CONTAINER
#20 SINK
#29 FOOD WARMER
#31 2 BULB HT. LAMP
450 HEAT STRIP
#51 DISH DOLLY
#53 44 GAL. CONTAINER
#54 MOP SINK
456 DRAWER WARMERS
#72 TRASH CAN
#73 JOCKEY BOX
#75 DRAIN BOARD
#76 BLENDER STATION
#81 4 COMP BAR SINK
#84 SHELVING
#89 FILTER MACHINE
#90 RECEIVE DELIVER
PRICES SHOWN ARE F.O.H. POINT OF ORIGIN,
INCLUDE APPLICABLE SALES TAXES, IF ANY.
P.O. BOX 15316
HOUSTON, TEXAS 77220 -5316
(7 13) 672 -8080
RE :MC110205
DATE: 11/02/95
YOUR REF. NO:EQUIPMENT
F.O.B.:AS STATED
DELIVERY TIME:4 -6 WEEK ARO
TERMS:AS SPEC. SEE TERMS & COND.
UNLESS OTHERWISE INDICATED.
PRICE I UNITI EXTENSION
I
UNLESS OTHERWISE INDICA D AND
QUOTED :MI C EN
TITLE- F S E
BY: ict
NOT
ACCEPTANCE AND PURCHASE /ORDER
THE ABOVE QUOTATION IS ACCEPTED SUBJECT TO-THE TERMS AND CONDITIONS ON THE
ATTACHED HEREOF AND SYSCO FOOD SERVICES, INC. IS AUTHORIZED TO SHIP THE ABOVE
DESCRIBED MERCHANDIS&. TERMS OF SALE, F.O.B., AND DELIVERY ARE AS INDICATED
ABOVE. PURCHASER AGREES THAT SHOULD PURCHASER NOT ACCEPT DELIVERY AS SPECIFIED
ABOVE, STORAGE AND RELATED COSTS AT THE RATE OF 1% PER MONTH WILL BE ADDED TO
THE PURCHASE PRICE OF SUCH EQUIPMENT.
PANY NAME
TITLE
BY
DATE
THE STATE OF TEXAS)
COUNTY OF HARRIS)
FIELD NOTES of a 0.9010 of an acre tract of land situated in the
William Scott Upper League, Abstract No. 66, Harris County, Texas,
and being out of and a part of a 45.3774 acre tract of land called
Tract 2 in a deed from B.F.B., Inc., to City of Baytown, dated
November 20. 1979, and recorded at County Clerk's File Number G
388038 of the Official Public Records of Real Property of Harris
County, Texas. This 0.9010 of an acre tract of land is more
particularly described by,metes and bounds as follows, to -wit:
NOTE: ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL COORDINATES
REFER TO THE STATE PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE, AS
DEFINED BY ARTICLE 5300A OF THE REVISED CIVIL STATUTES OF THE STATE
OF TEXAS, 1927 DATUM. ALL DISTANCES ARE ACTUAL DISTANCES.
REFERENCE IS MADE TO PLAT OF EVEN DATE ACCOMPANYING THIS METES AND
BOUNDS DESCRIPTION.
COMMENCING at a 2 inch galvanized iron pipe found for the West
corner of a 12.34 acre tract of land conveyed to the City of
Baytown by William Marsh Rice University by deed dated March 31,
1995, and recorded at County Clerk's File Number R 354555 of the
Official Public Records of Real Property of Harris County, Texas
and the North corner of a 10.00 acre tract of land called Tract 1
in a deed from Frank N. Angel to Le Roy E. Pearce, dated August 1,
1989, and recorded at County Clerk's File Number M 310862 of the
Official Public Records of Real Property of Harris County, Texas.
This corner is in the South right of way of State Highway No. 146,
right width varies, and has a State Plane Coordinate Value of Y
705,022.15 and X = 3,269,733.81.
THENCE South 47 deg 49 min 20 sec East with the Southwest line of
said 12.34 acre tract of land and the Northeast line of said 10
acre tract of land, at 489.45 feet found a 2 inch galvanized iron
pipe in line for the East corner of said 10.00 acre tract and the
North corner of said 45.3774 acre tract of land, continuing on with
the Northeast line of said 45.3774 acre tract and the Southwest
line of said 12.34 acre tract of land a total distance of 1463.43
feet to a point.
THENCE South 42 deg 10 min 40 sec West a distance of 180.96 feet to
a 1/2 inch iron rod set for the Northwest corner of this tract of
land. This corner has a State Plane Coordinate Value of
Y = 703,872.71 and X = 312701666.92.
THENCE South 66 deg 00 min 00 sec East with the North line of this
tract of land a distance of 142.02 feet to a 1/2 inch iron rod set
for the Northeast corner of this tract of land.
THENCE South 03 deg 08 min 09 sec West with the East line of this
• tract of land a distance of 183.74 feet to a 1/2 inch iron rod set
for the most Northern Southeast corner of this tract of land.
EXHIBIT B
® PAGE NO. 2 - 0.9010 ACRE TRACT
THENCE South 48 deg 54 min 50 sec West with the Southeast line of
this tract of land a distance of 75.01 feet to a 1/2 inch iron rod
set for the most Southern Southeast corner of this tract of land.
THENCE North 86 deg 05 min 00 sec West with the South line of this
tract of land a distance of 121.09 feet to a 1/2 inch iron rod set
for the Southwest corner of this tract of land.
THENCE North 11 deg 32 min 34 sec East with the West line of this
tract of land a distance of 288.09 feet to the PLACE OF BEGINNING,
containing within said boundaries 0.9010 of an acre of land.
SURVEYED: August 31, 1995
SURVEYOR'S CERTIFICATE
I, Robert L. Hall,Jr. Reg. Professional Land Surveyor No. 1610 do
hereby certify that the foregoing field notes were prepared from a
survey made on the ground on the date shown and that all lines,
boundaries and landmarks are accurately described therein.
WITNESS my hand and seal at Baytown, Texas, this the 5th., day of
September, A.D., 95.
REG. PROFESSIONAL LAND SURVEYOR
NO. 1610
4530LEAS.FDN
r �
E9FO
ROBERT L. HALL,JR.
�
9 ..Pv' .
1610
UR
n
LJ
O ` W O
W
at r 2: W)
O Mo ` IWO
o rz
U Mw Lj
N N=W3T
1 zwmry /
� W�OLLaO4
m J W O r w =
= dz enD
U Z a —m—Ou
z —WeLWO u
arwr a
(7a O7J
r rJa>w
rinhaa —r
� a� a
w w -j (wJ °
W
co=- u; .Zz
_j Q z - ?WW
Q. J 0 0
u r N -
7 ` r w a w Y /
rn w u c LL
ace c'1Z� /
aW nN
LL N
NWF Ind z
a z—
z-- •o
c� /
Z W> r r
won -w •W— /
K W lC Vf �
wQDmwa-u
m Y7=la1rU /
- O1 -�hf/i
1 JOx
Ja 1z l�6OQ
aQ =ODJI/+4
-- UWQWQO /
Q w r rDzo
r J N a r-
zavllnmamr
Ld
W
G ` 0�`0 lb jc ,
J
�• Ge d
O a•.
tt
o °
-
iwi�
A �
/ n w
O #
80 In o
cc A
/ w a� g
o
pp
p / \ O W' v1
/ o
ro � ,� N
Q Q z- n -
rf1 / pub t °Q
o p' i 0 N a a
Q \ 4 o °.] r A / a P
d % 0 0t p b~ 'A /O� t~ J O
G yo +c (61
° Q uj
N
a o N 1 G <� t� 1 / w) Cr `r
^ r�i z
NA.
ob
4 / ` ■
o Q
Qt°
o ,�
o �] 0 •gyp �p0 ' 0 ,, A, 43 0
t
F
�ptt ` Q a
h° b 1 o Q �n °
Ll. �M
4
` a
_4 cv
O ch r\` • a
N • n Q v+ • Lrp
yl O L Q E cv
tin I bq• •o o d
0 44�� y, 1 .e In
4D o
° .
C;,
v•- CD 1 ca° S
• I J� •
° V S
2 0 A T• •
7
o
a + =.
oo0
,QOM Ucp °� y T a G: m
i.�
F OsNp' �•� cm:— � V � 9 1 • « ° o:
1! I u v M ~ L
D T O �. � J
J
1 Jd Va y e.e •v
D
O O
.a L VI
S r T. W
Oo
N iL
1
o-- W
wo
aZ
ti
aw
D
0-1—<<
a
U Of Ld X
o >a~
7 LLI
OT CL
VT' O L
o >- :D F- D
C) M 0 O
U
�z<
Cn <
LL J�
O L LO
O c0
LLI
F— I
U
1i. 7
F—
o
U W N
J
00 �
M tn
in
knQ
k
DI
J
Q
o
C!
C)
co
Cid
U
U
V)
Q
Ld
7
w
D
U
LLJ
U
a
w
W
W
Z
U
Z
Ld
O
N
U)
U)
a
X
Ld
F-
0
r
Q
m
a
O
O
3r
H
LO
w
J
LL
N
O
® EXHIBIT "D"
PREMISES IMPROVEMENTS
Premises Improvements include:
1. the premises building including all interior and exterior finishes constructed in accordance with
the architectural plans to be approved by Lessor, and to an extent commonly referred to as "turn
key ";
2. all electrical and mechanical equipment as shown on the architectural plans and specifications
to be approved by Lessor;
3. all water and sewer lines and equipment in accordance with the plans;
4. all heating ventilating and air conditioning equipment;
5. the foundation (pad) supporting the building;
6. all utility lines to the premises;
7. all architectural and engineering services associated with the design of Lessee's Improvements;
8. the kitchen hood and ventilation system;
9. permanently affixed walk -in coolers and freezers; and
10. all furniture, fixtures and equipment listed on Exhibit "A."
0 c:klhlllcontractsllcxhibitd
0 CONFIRMATION AND AGREEMENT BY LESSEE
THE STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF HARRIS
WHEREAS, THE CITY OF BAYTOWN, a municipal corporation, of the County of Harris
in the State of Texas, hereinafter called BORROWER, for the purpose of securing a loan from
CITIZENS BANK AND TRUST COMPANY OF BAYTOWN, TEXAS, a State banking
corporation, of the County of Harris in the State of Texas, hereinafter called CITIZENS, has
executed its one certain promissory note of even date herewith, in the principal sum of
$1,800,000.00, bearing interest as therein specified, and payable to the order of CITIZENS in
installments as therein provided, said note providing for acceleration of maturity in event of default
and for attorneys' fees, and for the purpose of securing said note has executed a Lease and Rental
Assignment to CITIZENS of all leases and rental contracts which have been and which may
hereafter be executed covering all or any part of the real property described in said lease, and all
rentals and income therefrom, such assignment to become effective only in event of default in the
payment of said note or in the performance of any covenant contained in said Lease and Rental
Assignment and Security Agreement.
WHEREAS, the undersigned Lessee is in possession of said real property or a part thereof
under and by virtue of a written lease, dated November , 1995, entered into by and between
THE CITY OF BAYTOWN, a municipal corporation, as Lessor, and ONE BAYLAND DRIVE,
L.C., as Lessee, a copy of which lease is hereto attached and made a part hereof;
WHEREAS, CITIZENS will not close said loan and advance the funds thereof and accept
said note and Lease and Rental Assignment unless and until the undersigned Lessee confirms certain
representations heretofore made to it by said BORROWER and agrees to certain matters with respect
to Lessee's leasehold rights and estate;
NOW, THEREFORE, in consideration of the premises and in consideration of CITIZENS
making and closing said loan, the undersigned Lessee hereby confirms, represents and agrees as
follows:
Subject to completion of the premises according to plans and specifications, the
undersigned Lessee agrees to accept possession of the premises demised pursuant
to the terms of the aforesaid lease.
2. The Lessor is not in default in any manner on the performance of any of the terms,
covenants or provisions of said lease.
• 3. That the aforesaid lease has not been modified, altered or amended.
LArilm l E
4. That there are no offsets or credits against rentals, nor have rentals been prepaid,
except as provided by the lease term.
5. That the term or primary term of said lease expires November 8, 2005, and Lessee
is not in default in the payment of such rentals.
6. That the undersigned Lessee has no notice of an assignment, hypothecation or pledge
of rents or the lease, except to CITIZENS.
7. That as long as the indebtedness to CITIZENS remains unpaid, the undersigned
Lessee agrees as follows:
(A) That no rental shall be prepaid under said lease for more than one month in
advance during the term thereof except as may be required to be paid in advance by
the express terms thereof, without first obtaining the written consent of CITIZENS;
(B) That said lease will not be changed or modified in any manner without first
obtaining the written consent of CITIZENS; and
(C) To give prompt written notice to CITIZENS in the event of damage or
destruction to the premises by fire or other casualty.
This agreement shall be binding upon and shall inure to the benefit of the legal
representatives, heirs, successors and assigns, respectively, of the undersigned Lessee and
CITIZENS.
EXECUTED, this
ATTEST:
c: \s h arc d\n i n fas 2. tx t
day of November, 1995.
ONE BAYLAND DRIVE, L.C.
By