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R2017-121 2017-06-26RESOLUTION NO. R2017-121 A Resolution of the City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to enter into a Lease Agreement with the Pearland Neighborhood Center for the City facility located 2335 N. Texas Avenue. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain Lease Agreement, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a Lease Agreement. PASSED, APPROVED and ADOPTED this the 26th day of June, A.D. 2017. ATTEST: NG Y SE L'; FING, T ,ETARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY TOM REID MAYOR \ "1111U1I THE STATE OF TEXAS § § COUNTIES OF BRAZORIA § AND HARRIS § Exhibit "A" Resolution No. R2017-121 LEASE AGREEMENT This Lease Agreement is entered into by the parties hereto on the t� day of , 2017, and in consideration thereof, the City of Pearland, Texas, a political subdivision, he i fter referred to as "Lessor", and Pearland Neighborhood Center, a Texas not-for-profit corporation, hereinafter referred to as "Lessee", do hereby covenant and agree as follows: (1) Lessor does hereby lease and demise unto Lessee, for the purpose of operating and maintaining a building suitable for use by Pearland Neighborhood Center, in order to provide certain health and social services to residents of Pearland and Brazoria County, Texas, the old City Hall site, and bring more particularly described as follows, to -wit: BLOCK 14, LOTS 11-19, PEARLAND TOWNSITE, BRAZORIA COUNTY, TEXAS (2) The term of the lease shall be for ten (10) years, commencing on the day of 14.,,,r e— , 2017, and ending on the 30th day of June, 2027, unless either party gives 180 ays' notice of termination. This lease may be renewed or extended upon expiration of the term set forth herein by mutual written agreement of Lessor and Lessee. (3) In consideration for this lease, Lessee agrees to pay Lessor the sum of One Dollar ($1.00) per year, to be payable in advance. In further consideration, Lessee agrees to maintain and manage, on said location, a building suitable for use by certain state and county agencies and other entities with the approval of Lessee in order to provide certain health and human services at a reduced cost to the citizens of Pearland and Brazoria County. These services may include, but not necessarily be limited to, shot clinics, tuberculosis tests, well -baby clinics, pre -natal care and family planning clinics, and other such services as are in the interest of the public health and welfare. (4) In the event that Lessee shall for any reason abandon the premises or cease to use them as a facility for provision of health care or social services to the residents of Pearland and Brazoria County, then this lease shall immediately become null and void and said premises shall immediately revert to Lessor, together with any and all improvements that shall have been made upon said land or premises. (5) Lessee shall not have the right to make valuable improvements upon the land and premises hereby leased without prior approval of Lessor, and any improvements made upon the land or premises shall go with the land or premises and shall remain thereon after the lease is terminated or Lessee abandons the premises. Any such improvements so remaining thereupon shall revert to Lessor, and Lessor shall not be required to compensate Lessee or its agents, officers, sublessees or volunteer workers for the same. Lessee shall be responsible for providing for its own electric, gas, water, sewer and trash pickup, and telephone services, as needed, at its own expense, and shall be responsible for all building maintenance while the lease is in effect. Lessor shall provide, and Lessee shall accept at the beginning of the term of this lease, the subject building on the aforedescribed tract of land "as is" without any representations or warranties, express, implies or statutory of any kind. Thereafter, Lessee shall be responsible for the continued structural soundness of the building and for maintaining all components of said building in good repair during the lease term. Should the subject premises be substantially destroyed or rendered uninhabitable or unsafe or otherwise unfit for habitation by fire, windstorm, flood, or act of God, this lease agreement shall immediately become null and void and Lessor shall not be required to rebuild or repair said premises thereafter. (6) It is understood and agreed between the parties that Lessee shall be solely responsible forthehealth and social services to be undertaken by Pearland Neighborhood Center and the City of Pearland is a Lessor of the leased premises only, and has no right, duty, or responsibility in performing said services to be undertaken by Lessee and that Lessor further has no control or authority over the health or social services to be undertaken by Lessee nor the decision making process. (7) LESSEE SHALL INDEMNIFY, KEEP, AND HOLD HARMLESS, LESSOR, INCLUDING BUT NOT LIMITED TO, ITS CITY COUNCIL, MAYOR, CITY OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL DAMAGES, COSTS, EXPENSES, AND ATTORNEY'S FEES FOR ALL CLAIMS AND SUITS BROUGHT BY ANYONE, INCLUDING BUT NOT LIMITED TO, LESSEE AND ITS AGENTS, OFFICERS, SUBLESSEES AND VOLUNTEER WORKERS, BY REASON OF DEATH, PERSONAL INJURY OR PROPERTY DAMAGE SUSTAINED IN, ON OR ABOUT THE DEMISED PREMISES OR ATISING OUT OF THE LESSEE'S CONSTRUCTION OR OPERATIONS ON SAID LAND OR PREMISES, AS A PROXIMATE RESULT OF THE ACTS OR OMISSIONS OF LESSEE, ITS SUBCONTRACTORS, AGENTS, SERVENTS, OR EMPLOYEES, OR ARISING OUT OF ANY CONDITION OF THE DEMISED PREMISES, OR ARISING IN ANY WAY FROM ANY ACT OR OMISSION OF LESSOR, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF LESSOR, ITS OFFICERS, AGENTS, OR EMPLOYEES, SAVE AND EXCEPT ANY ACTION ON AN ALLEGED BREACH OF THIS LEASE AGREEMENT BY LESSOR. (8) In addition to holding Lessor harmless, Lessee agrees and covenants to maintain general liability insurance coverage in a minimum amount of $500,000.00. Upon execution of lease, Lessee must provide a Certificate of Insurance evidencing the same, issued by an insurance carrier licensed to conduct business in the State of -Texas. Such insurance shall be maintained infull force and effect at all times during the term ofthis lease, and shall name the City of Pearland , Texas and its officers and employees as additional insureds. Failure to maintain such insurance, as required, shall be deemed as an abandonment of the demised premises by Lessee, and shall give Lessor the right to declare this lease null and void. (9) This Lease Agreement is not assignable by Lessee without prior written consent of Lessor, and no assignment will release or discharge the assignor from any duty or responsibility under this agreement. (10) This agreement shall be binding upon the successors and assigns of the parties hereto as though they had signed this agreement originally. (11) The parties understand and agree that Lessee may sublease any portion of these premises to other not-for-profit or governmental entities whose purposes are in keeping with those described in paragraph one (1) upon prior notice and consent of Lessor. Lessor maintains the right to deny sublease to any organization which, in Lessor's judgment, d oes not serve the described purposes. Lessee shall not under any circumstances make a monetary profit from any sublease hereunder. (12) This Lease Agreement may only be amended, modified, or supplemented by written agreement signed by both parties. (13) This agreement shall be construed and enforced in accordance with and governed by the laws of the State of Texas. (14) This agreement and all obligations created hereunder shall be performable in Brazoria County, Texas. (15) Whenever possible. each provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this agreement is prohibitive or invalid under applicable law, such provision shall be ineffective to the extent of such provision or invalidity, without invalidating the remainder of such provision or the remaining provisions of this agreement. EXECUTED this day of ATTEST: • , 2017. LESSOR City of Pearland, Texas City Manager LESSEE Pearland Ne gh orh19od(Center 1 rad Christe President