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R2020-112 2020-06-22RESOLUTION NO. R2020-112 A Resolution of the City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to enter into a 3 I Amended Lease Agreement for the Pearland Westside Library located in the Shadow Creek Ranch Town Center. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain 311 Amended Lease Agreement by and between the City of Pearland and AmREIT SPF Shadow Creek, LP, 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 an 3rd Amended Lease Agreement. PASSED, APPROVED and ADOPTED this the 22nd day of J D., 2020. •���Q�Vp'% TOM REID ' MAYOR CS ATTEST: •. RYSTAL ROAN, TRW, C CITY SECRETARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY Resolution No. R2020-112 Exhibit "A" THIRD AMENDMENT OF LEASE This Third Amendment of Lease (this "Amendment") is made and entered into on this the 22nd day of June , 2020 ("Effective Date"), by and between AmREIT SPF Shadow Creek, LP, a Delaware limited partnership ("Landlord") and The City of Pearland, a Texas home rule municipality ("Tenant"). RECITALS A. Landlord and Tenant are parties to that certain Lease dated on or about November 12, 2012 (as amended, the "Lease"), relating to approximately 10,000 square feet of space in the shopping center known as Shadow Creek Ranch Town Center and located at 2803 Business Center Drive, Suite 201, in Pearland, Brazoria County, Texas. B. Landlord and Tenant now desire to renew and extend the Term of the Lease, and otherwise modify and amend certain terms and conditions of the Lease, for the consideration and upon the terms and conditions hereinafter expressed. NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, Landlord and Tenant hereby amend the Lease as follows: 1. Renewal Term. The Term of the Lease is hereby renewed and extended for a renewal term of eighteen (18) months commencing on October 1, 2020 and continuing until March 31, 2022 (the "Renewal Term"). 2. The Base Rent for the Renewal Term shall be as follows: Period Premises PSF Annually Monthly 10/1/2020 — 3/31/2022 6,000 sf (original Premises) $20.50 $123,000.00 $10,250.00 10/1/2020 — 3/31/2022 4,000 sf (Expansion Space) $22.00 $88,000.00 $7,333.33 Total Base Rent: $211,000.00 $17,583.33 3. Retailer Payment Portal. From and after the Effective Date, Tenant must pay Rent using Landlord's designated "Retailer Payment Portal" (the "RPP"). Tenant will register and access the RPP using the following link: https://edens.com/retailer-portal/ and must elect to make Rent payments using the "auto pay" function available within the RPP. Landlord shall have the right upon notice to Tenant at any time and from time to time during the Term to direct Tenant to pay Rent using an alternative method of delivery. 4. One -Time Renewal. Tenant hereby agrees that the renewal and extension of the Term of the Lease for the Renewal Term is a one-time renewal, that no express or implied consent to any option to further renew or extend the Term of the Lease shall be inferred or implied from Landlord's execution of this Amendment, and that Tenant has no right to further renew or extend the Term of the Lease. In this regard, Tenant hereby further agrees that Section 31 of the Lease is deleted in its entirety. Page 1 of 3 5. AS IS, WHERE IS. Tenant hereby agrees to accept the Premises in its AS -IS, WHERE IS conditions, with all faults and defects, during the Renewal Term. 6. Acknowledgement and Release. For good and valuable consideration, including without limitation Landlord's execution of this Amendment, the receipt and sufficiency of which is hereby acknowledged by Tenant, Tenant hereby acknowledges and agrees that, as of the date of its execution of this Amendment, Landlord has fully and properly performed all of Landlord's covenants, duties, and obligations under the Lease, and Tenant hereby fully releases, acquits and forever discharges Landlord from any and all liabilities, claims, demands, causes of action, liens, or potential claims or causes of action which Tenant has ever had or could have had, whether now known or unknown, which have arisen or may arise from the beginning of time through the date of the execution of this Amendment. 7. No Brokers. Tenant hereby represents to Landlord that it has dealt with no broker in connection with the negotiation and/or execution of this Amendment. Tenant shall defend, indemnify, and hold Landlord harmless from and against any and all liability, loss, damage, expense, claim, action, demand, suit, or obligation arising out of or relating to a claim for a brokerage commission or fee in connection with this Amendment by a party claiming by, through or under Tenant. The provisions of this paragraph shall survive the expiration or sooner termination of the Lease. 8. Ratification; Cqpitalized Terms; Conflicts. Except as set forth in this Amendment, the terms and conditions of the Lease are hereby ratified and affirmed, and remain unchanged and in full force and effect. Capitalized terms used in this Amendment and not defined herein shall have the same meanings attributed to them in the Lease. In the event of any conflict between the terms and conditions of this Amendment and the terms and conditions of the Lease, the terms and provisions of this Amendment shall control. 9. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. In addition, the parties agree that this Amendment will be considered executed when the signature of a party is delivered by electronic signature technology (e.g., DocuSign). Such electronic signature must be treated in all respects as having the same effect as an original "wet ink" signature. 10. Confidentiality. Tenant hereby represents and warrants to Landlord that Tenant, and its agents, employees and representatives, shall keep the rental rates and other terms and conditions of the Lease, as amended herein, confidential, and specifically, neither Tenant nor any agent, employee or representative of Tenant shall disclose any such information to any other tenant or occupant (or prospective tenant or occupant) of any portion of the Shopping Center. Notwithstanding any other term or provision of the Lease to the contrary, a breach of this confidentiality provision by Tenant, or any agent, employee or representative of Tenant, shall be an Event of Default under the Lease. Tenant hereby acknowledges and agrees that this confidentiality provision is a material inducement for Landlord to execute this Amendment, and that, but for the inclusion of this confidentiality provision, Landlord would not execute this Amendment. Page 2 of 3 DocuSign Envelope ID: D36095E2-4DE9-461C-A56B-7BAOC9432547 11. Disclaimer. The submission of this Amendment for review does not constitute an option, offer or agreement. This Amendment shall be effective only upon Landlord's and Tenant's execution and Landlord's delivery of same to Tenant. TENANT: THE CITY OF PEARLAND, a Texas home rule municipality F(uftned Docby: Pew By:�7 Name: Clay ]. Pearson Title: city Manager LANDLORD: AMREIT SPF SHADOW CREEK, LP, a Delaware limited partnership By: AmREIT SPF Shadow Creek GP, LLC, its general partner By: Shadow Creek Holding Company LLC, its Sole Member By: AmREIT Shadow Creek Acquisition, LLC, its Managing Member C0�usbrwd I,,: 6h- W. 735BFOE065724EC... Jodie W. McLean Chief Executive Officer Page 3 of 3