HomeMy WebLinkAboutO-2007-2970 lease agreement/Economic Alliance tenant at 908 W Main
ORDINANCE NO. 2007-~~10
AN ORDINANCE APPROVING A LEASE AGREEMENT BETWEEN THE CITY OF LA
PORTE, AS LANDLORD, AND ECONOMIC ALLIANCE HOUSTON PORT REGION, AS
TENANT, ON THE PREMISES KNOWN AS 908 WEST MAIN STREET, IN THE CITY
OF LA PORTE, HARRIS COUNTY, TEXAS, MAKING VARIOUS FINDINGS AND
PROVISIONS RELATING TO THE SUBJECT, FINDING COMPLIANCE WITH THE
OPEN MEETINGS LAW, AND PROVIDING AN EFFECTIVE DATE HEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE:
Section 1. The City council hereby approves and authorizes
the contract, agreement, or other undertaking described in the
title of this ordinance, a copy of which is on file in the office
of the City Secretary. The City Manager is hereby authorized to
execute such document and all related documents on behalf of the
ci ty of La Porte.
The city Secretary is hereby authorized to
attest to all such signatures and to affix the seal of the City to
all such documents.
Section 2.
The City Council officially finds, determines,
recites, and declares that a sufficient written notice of the date,
hour, place and subject of this meeting of the City Council was
posted at a place convenient to the public at the City Hall of the
City for the time required by law preceding this meeting, as
required by the Open Meetings Law, Chapter 551, Texas Government
Code; and that this meeting has been open to the public as required
by law at all times during which this ordinance and the subject
matter thereof has been discussed, considered and formally acted
upon.
The City Council further ratifies, approves and confirms
such written notice and the contents and posting thereof.
Section 3. This Ordinance shall be effective from and after
its passage and approval, and it is so ordered.
PASSED AND APPROVED, this ;-2../1- day of fel1f Ii a rV
, 2007.
By:
cp:f . OF LA PO~
~~~~
Alton E. Porter, Mayor
ATTEST:
'--1t1~ o. ~~
Martha A. Gillett
City Secretary
APPROVED:
ttf./ r /U,~
Clar . Askins
city Attorney
2
Lease Agreement
This Lease Agreement ("Lease") is made and effective April 1 ,2007, by and between the City of La
Porte, Texas (herein known as "Landlord") and Economic Alliance Houston Port Region (Tenant").
Landlord is the owner of land and improvements situated thereon commonly known and numbered as
908 West Main Street, La Porte, Texas 77571 and legally described as follows:
Block 52, Lots 20 and 21, town of La Porte.
Landlord desires to lease the Leased Premises to Tenant, and Tenant desires to lease the Leased
Premises from Landlord for the term, at the rental and upon the covenants, conditions and provisions
herein set forth.
THEREFORE, in consideration of the mutual promises herein, contained and other good and valuable
consideration, it is agreed:
1. Term.
A. Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby leases the same
from Landlord, for an "Initial Term" beginning April 1, 2007 and ending March 31, 2017. Landlord
shall use its best efforts to give Tenant possession as nearly as possible at the beginning of the
Lease term. If Landlord is unable to timely provide the Leased Premises, rent shall abate for the
period of delay, provided that Landlord shall not be liable or responsible for any claims, damages,
or liabilities in connection therewith or by reason thereof.
B. After review by the Landlord, the Tenant shall have the option to renew the Lease Agreement
for and additional ten (10) year term, upon the expiration of the Initial Term, provided that Tenant
provides Landlord with ninety (90) days prior written notice thereof. The failure to furnish said
ninety (90) days written notice shall cause this Lease Agreement to automatically expire at the
end of the Initial Term.
C. Tenant shall have the right to terminate and exit the Lease Agreement after the first three (3)
years of the Initial Term, by providing ninety (90) days prior written notice to Landlord. Tenant's
right to terminate the Lease Agreement after the first three years of the Initial Terms is subject to
Landlord's ability to relet the Leased Premises with a replacement tenant, agreeable to both
Landlord and Tenant.
2. Rental.
A. Tenant shall pay without demand to Landlord during the Initial Term rental of $20,000 per
year, prorated at $1,667.00 per month provided however, that Landlord shall not collect monthly
rental as provided herein, but will provide the Leased Premises in consideration of, and in lieu of
the $20,000.00 annual fee, for membership in the Economic Alliance Houston Port region.
Membership privileges shall continue on a reoccurring annual basis, coterminous with the lease
term established in this section, so long as the Lease Agreement is in effect. However, in the
event that the Economic Alliance Houston Port Region should adjust its yearly city membership
fee, the yearly rental established herein shall be adjusted accordingly, to equal the amount of the
revised membership fee. This Agreement terminates and supersedes all prior understandings or
agreements or contracts on the membership subject matter hereof.
B. The rental for any renewal lease term, if created as permitted under this Lease, shall be in the
amounts established by the Parties, pursuant to Section 2 A of this Agreement.
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3. Use.
Not withstanding the foregoing, Tenant shall not use the leased Premises for the purposes of storing,
manufacturing or selling any explosives, flammables or other inherently dangerous substance, chemical,
thing or device.
4. Sublease and Assi~nment
Tenant shall have the right, without landlord's consent, to assign this lease to a corporation with which
Tenant may merge or consolidate, to any subsidiary of Tenant, or to a purchaser of substantially all of
Tenant's assets. Except as set forth above, Tenant shall not sublease all or any part of the leased
Premises, or assign this lease in whole or in part without landlord's consent, such consent not to be
unreasonably withheld or delayed.
5. Repairs.
During the lease term, landlord shall make, at landlord's expense, all necessary repairs to the leased
Premises, including premises damaged or worn through normal property occupancy. Tenant shall notify
landlord of needed repairs in a timely manner and consent shall be obtained from the Tenant prior to the
repair to better ensure minimal work disruption. Repairs shall include such items as routine repairs of
plumbing, concrete, landscaping, lighting, HVAC, and other parts of the leased Premises damaged or
worn through normal property occupancy subject to the obligations of the parties otherwise set forth in
this lease. Tenant is responsible for routine maintenance; i.e. light bulbs, minor paint, etc. landlord
must consent to repairs over $100.00 prior to work being done.
6. Alterations and Improvements.
Tenant, at Tenant's expense, shall have the right following landlord's consent to remodel, redecorate,
and make additions, improvements and replacements of and to all or any part of the leased Premises
from time to time as Tenant may deem desirable, provided the same are made in a workmanlike manner
and utilizing good quality materials. Tenant shall have the right to remove the same at any time during
the term of this lease provided that all damage to the leased Premises caused by such removal shall be
repaired by Tenant at Tenant's expense and agreed by both parties. Subject to the aforementioned
requirements in this section, rental fees shall remain as outlined in Section 2 above, if any Alteration
and/or Improvement of any part thereof or any appurtenance of the leased Premises results in providing
more occupancy space for the Tenant. Monetary credits for leasehold improvements will be provided to
the Tenant by landlord in an amount equal to the cost of improvements. Any enhancements to bring the
property in compliance with state or federal regulations such as the American Disabilities Act shall be
made at the expense of the landlord, with notification to the Tenant.
7. Utilities and Amenities.
The lease Premises are provided to Tenant with provisions for electricity, water, sewage,
computer/internet access, and telecommunications, including hook-up fees. However, Tenant shall be
responsible for costs and fees associated with monthly usage.
8. Taxes.
Tenant is exempt from any and all taxes. Landlord shall be responsible for any taxes on its leasehold
estate.
9. Insurance.
A. As owner of the property, the Landlord shall be responsible for costs to repair the Leased
Premises if damaged by fire or other casualty, excluding if the damage results from an act or
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negligence of Tenant or any of Tenant's agents, employees or invitees. The Landlord shall carry
insurance for damage by tenant or any of Tenant's agents, employees or invitees. The Tenant
shall be responsible for any costs of repairs not covered by insurance if the act resulting in
damage is demonstrated to be caused by the Tenant.
B. Landlord shall maintain fire and extended coverage insurance on the Leased Premises in
such amounts as Landlord shall deem appropriate. Tenant shall be responsible, at its expense,
for fire and extended coverage insurance on all of its personal property, including removable
trade fixtures, located on or within the Leased Premises. The Landlord shall be responsible for
flood insurance for the building.
C. Tenant and Landlord shall, each at its own expense, maintain a policy or policies of
comprehensive general liability insurance with respect to the respective activities of each party on
the Leased Premises with the premiums thereon fully paid on or before due date, issued by and
binding upon some insurance company approved by Landlord, such insurance to afford minimum
protection of not less than $1,000,000 combined single limit coverage of bodily injury, property
damage or combination thereof. Landlord shall be listed as an additional insured on Tenant's
policy or policies of comprehensive general liability insurance, and Tenant shall provide Landlord
with current Certificates of Insurance evidencing Tenant's compliance with this Paragraph.
Tenant shall obtain the agreement of Tenant's insurers to notify Landlord that a policy is due to
expires at least (30) days prior to such expiration. Landlord shall not be required to maintain
insurance against thefts within the Leased Premises.
10. Sians.
Following Landlord's consent, Tenant shall have the right to place on the Leased Premises, at locations
selected by Tenant, any signs which are permitted by applicable zoning ordinances and private
restrictions. Landlord may refuse consent to any proposed signage that is in Landlord's opinion too large,
deceptive, unattractive or otherwise inconsistent with or inappropriate to the Leased Premises or use of
any other tenant. Landlord shall assist and cooperate with Tenant in obtaining any necessary permission
from governmental authorities or adjoining owners and occupants for Tenant to place or construct the
foregoing signs. Tenant shall repair all damage to the Leased Premises resulting from the removal of
signs installed by Tenant. Landlord will remove and pay for all signs from previous tenant if previous
tenant fails to remove.
11. Entry.
Landlord shall have the right to enter upon the Leased Premises at reasonable hours (Monday through
Friday 8:00 a.m. to 5:00 p.m.) to inspect the same, provided Landlord shall not thereby unreasonably
interfere with Tenant's business on the Leased Premises.
12. Parkina.
During the term of this Lease, Tenant shall have the exclusive use in common with Landlord, their guests
and invitees, of the non-reserved common automobile parking areas, driveways, and footways on the
Leased Premises, subject to rules and regulations for the use thereof as prescribed from time to time by
Landlord. Landlord reserves the right to designate parking areas within the Leased Premises, for Tenant
and Tenant's agents and employees. For such purpose Tenant shall provide Landlord with a list of all
license numbers for the cars owned by Tenant, its agents and employees. Separated structured parking
located about the Leased Premises is reserved for Tenant.
13. Restrooms.
During the term of the Lease Landlord agrees to make available adequate restroom facilities in the
common areas of the Lease Premises and to provide weekly janitorial services to attend to said restroom
facilities, at Landlord's expense.
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14. DamaQe and Destruction.
Subject to Section 9A. above, if the Leased Premises or any part thereof or any appurtenance thereto is
so damaged so that the resulting defects cannot be used for Tenant's purposes, the Tenant shall have
the right within ninety (90) days following damage to elect by notice to Landlord to terminate this Lease as
of the date of such damage.
In the event of minor damage to any part of the Leased Premises, and if such damage does not render
the Leased Premises unusable for Tenant's Purposes, Landlord shall promptly repair such damage at the
cost of the Landlord. In making the repairs called for in this paragraph, Landlord shall not be liable for
any delays resulting from strikes, governmental restrictions, inability to obtain necessary materials or
labor or other matters which are beyond the reasonable control of Landlord.
Tenant shall be relieved from paying rent and other charges during any portion of the Lease term that the
Leased Premises are inoperable or unfit for occupancy, or use, in whole or in part, for Tenant's purposes.
Rentals and other charges paid in advance for any such periods shall be credited on the next ensuing
payments, if any, but if no further payments are to be made, any such advance payments shall be
refunded to Tenant. The provisions of this paragraph extend not only to the matters aforesaid, but also to
any occurrence which is beyond Tenant's reasonable control and which renders the Leased Premises, or
any appurtenance thereto, inoperable or unfit for occupancy or use, in whole or in part, for Tenant's
Purposes.
15. Default.
If default shall at any time be made by Tenant in the payment of rent when due to Landlord as herein
provided, and if said default shall continue for fifteen (15) days, or if default shall be made in any of the
other covenants or conditions to be kept, observed and performed by Tenant, and such default shall
continue for thirty (30) days without correction thereof then having been commenced and thereafter
diligently prosecuted, Landlord may declare the term of the Lese ended and terminated by giving Tenant
written notice of such intention and if possession of the Leased Premises is not surrendered, Landlord
may reenter said premises. Landlord shall have, in addition to the remedy above provided, any other
right or remedy available to Landlord on account of any Tenant default, either in law or equity. Landlord
shall use reasonable efforts to mitigate its damages.
16. Quiet Possession.
Landlord covenants and warrants that upon performance by Tenant of its obligations hereunder, Landlord
will keep and maintain Tenant in exclusive, quiet, peaceable and undisturbed and uninterrupted
possession of the Leased Premises during the term of this Lease.
17. Condemnation.
If any legally, constituted authority condemns the premises or such part thereof which shall make the
Leased Premises unsuitable for leasing, this Lease shall cease when the public authority takes
possession, and Landlord and Tenant shall account for rental as of that date. Such termination shall be
without prejudice to the rights of either party to recover compensation from the condemning authority for
any loss or damage caused by the condemnation. Neither party shall have any rights in or to any award
made to the other by the condemning authority.
18. Subordination.
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Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien or
hereafter arising upon the Leased Premises, or upon the premises and to any renewals, refinancing and
extensions thereof, but Tenant agrees that any such mortgagee shall have the right at any time to
subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such
conditions as such mortgagee may deem appropriate in its discretion. Landlord is hereby irrevocably
vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or other lien
now exiting or hereafter placed upon the Leased Premises of the Building, and Tenant agrees upon
demand to execute such further instruments subordinating this Lease or atoning to the holder of any such
liens as Landlord may request. In the event that Tenant should fail to execute any instrument of
subordination herein required to be executed by Tenant promptly as requested. Tenant hereby
irrevocably constitutes Landlord as its attorney-in-fact to execute such instrument in Tenant's name, place
and stead, it being agreed that such power is one coupled with an interest. Tenant agrees that it will from
time to time upon request by Landlord execute and deliver to such persons as Landlord shall request a
statement in recordable form certifying that this Lease is unmodified and in full force and effect (or if there
have been modifications, that the same is in full force and effect as so modified), stating the dates to
which rent and other charges payable under this Lease have been paid, stating that Landlord is not in
default hereunder (or if Tenant alleges a default stating the nature of such alleged default) and further
stating such other matters as Landlord shall reasonably require.
19. Notice.
Any notice required or permitted under this Lease shall be deemed sufficiently given or served if sent by
United States mail addressed as follows:
If to Landlord to:
City of La Porte, Texas
Attention: City Manager
804 West Fairmont Parkway, La Porte, Texas 77571
If to Tenant:
Economic Alliance Houston Port Region
Attention: President/CEO
Landlord and Tenant shall each have the right from time to time to change the place notice is to be given
under this paragraph by written notice thereof to the other party.
20. Brokers.
Tenant represents that Tenant was not shown the Premises by any real estate broker or agent and that
Tenant has not otherwise engaged in any activity which could form the basis for a claim for real estate
commission, brokerage fee, finder's fee or other similar charge, in connection with this Lease.
21. Waiver.
No waiver of any default of Landlord or Tenant hereunder shall be implied from any omission to take any
action on account of such default if such default persists or is repeated, and no express waiver shall
affect any default other than the default specified in the express waiver and that only for the time and to
the extent therein stated. One or more waivers by Landlord or Tenant shall not be construed as a waiver
of a subsequent breach of the same covenant, term or condition.
22. Memorandum of Lease.
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The parties hereto contemplate that this Lease shall not be filed for record, but in lieu thereof, at the
request of either party, Landlord and Tenant shall execute a Memorandum of Lease to be recorded for
the purpose of giving record notice of the appropriate provisions of this Lease.
23. HeadinQs.
The headings used in this Lease are for convenience of the parties only and shall not be considered in
interpreting the meaning of any provision of this Lease.
24. Successors.
The provisions of this Lease shall extend to and be binding upon Landlord and Tenant and their
respective legal representatives, and assigns.
25. Consent.
Landlord shall not unreasonably withhold or delay its consent with respect to any matter for which
Landlord's consent is required or desirable under this Lease.
26. Performance.
If there is a default with respect to any of Landlord's covenants, warranties or representations under this
Lease, and if the default continues more than fifteen (15) days after notice in writing from Tenant to
Landlord specifying the default, Tenant may, at his option and without affecting any other remedy
hereunder, cure such default and deduct the cost thereof from the next accruing installment or
installments of rent payable hereunder until Tenant shall have been fully reimbursed for such
expenditures at a rate equal to twelve percent (12%) per annum. If this Lease terminate prior to Tenant's
receiving full reimbursement, Landlord shall pay the unreimbursed balance plus accrued interest to tenant
on demand.
27. Final AQreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter
hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
28. GoverninQ Law.
This Agreement shall be governed, construed and interpreted by, through and under the Laws of the
State of Texas.
IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written
Jan Lawler
President/CEO, Economic Alliance Houston Port Region
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Economic Alliance Houston Port Region
3101 Nasa Parkway, Suite C
Seabrook, Texas 77536
February 15,2007
To the Mayor and City Council Members
City of La Porte, Texas
Re: Office Lease Transaction at 908 West Main - La Porte, Texas
Dear La Porte Leaders:
First, on behalf of the Board of Directors of the Economic Alliance, allow me to thank
you for the time spent and collaborative spirit demonstrated in culminating the move of
our organization's office to your Main Street. We are pleased to be part ofthe
momentum of economic development in your city.
This letter is also to confirm that we understand that the transaction is dependent upon
final closing of the property agreement between the City of La Porte and the current
property owner. We look forward to your communication regarding this process.
a er
P . ent/CEO
Economic Alliance
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ROELOFS
PAGE B1
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3(Cf &st
99& W8&1 Main Street
La Ports, Texas n571
(~) ~471-3807
(~ in loud" udtIt the ~utch))
FAX to (281) 470-5009
ATTN: Sharon Harris
DATE: February 12, 2007
TO LAPORTE CITY COUNCIL
FROM: ROELOF AND JUDY NIEUWENHUIS
319 E. MAIN STREET
LAPORTE, TEXAS 77571
Roelof and I regret that we are unable to attend tonight's
meeting and address council members in person, concerning the purchase
of the office and retail buildings, located at 908 and 912 West Main
Street.
Roelof and I have been involved in the revitalization, preserva-
tion and economic development of Main Street for almost thirty years.
We still own and operate Roelof's Antiques and Restoration, where we
live above our business in what used to be the Sharp's Grain and Feed
Store built in 1929, where we continue to preserve its history.
In our opinion, the purchase of the buildings at the entrance of
West Main, for the purpose of leasing it to the Economic Alliance
Houston Port Region, is a unique and creative idea, that would serve
Main Street well. The entrance to Main Street is extremely important
and the work the Economic Alliance does can only benefit the economic
development of, not only Main Street, but the City of LaPorte.
In addition, a visitors center, tied in with Precinct 2 Commis-
sioner Sylvia Garcia's Stars Program, is an excellent goal.
Therefore, we encourage City Council to go forward with this
purchase and lease agreement, and applaud your willingness to expand
your involvement on Main Street for the purpose of economic develop-
men t .
o~~ <
~Of an~ Judy Nieuwenhuis