R97-55 10-13-97RESOLUTION NO. R97-55
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 PEARLAND NEIGHBORHOOD
CENTER FOR THE PURPOSE OF OPERATING AND MAINTAINING THE
OLD CITY HALL SITE IN ORDER TO PROVIDE HEALTH AND SOCIAL
SERVICES TO RESIDENTS OF PEARLAND AND BRAZORIA COUNTY,
TEXAS.
BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain Lease Agreement by and between the City of Pearland
and Pearland Neighborhood Center, 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 the original of the attached agreement for and
on behalf of the City of Pearland, to assist Pearland Neighborhood Center in 'providing
health and social services to residents of Pearland and Brazoria County, Texas.
PASSED, APPROVED and ADOPTED this the/,:~.J.,day of((~(,v~J~_~2,~.., ,
A.D., 1997.
ATTEST:
CITY AT"ORNEY
TOM REID
MAYOR
EXHIBIT "A"
TO RESOLUTION R97-55
THE STATE OF TEXAS
COUNTIES OF BRAZORIA
AND HARRIS
LEASE AGREEMENT
This Lease Agreement is entered into by the parties hereto on the j_~day of
0~ ,1997, and in consideration thereof, the City of Pearland, Texas, a political
Subdivision, hereinafter 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:
(i)
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 the residents of Pearland and Brazoria County, Texas,
the old City Hall site, and being more particularly described as follows, to-wit:
(2)
BLOCK 14, LOTS 11-19, PEARLAND TOWNSITE,
BRAZORIA COUNTY, TEXAS
The term of the lease shall be for twenty (20) years, commencing on the l e~ day of
IL)l~4,q~bl~-.- , 1997, and ending on the ~l ~at day of tOe~bl.~.- ,
2017, unless either party gives 180 days' 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 are not necessarily 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 the 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
(6)
(7)
(8)
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, implied 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.
It is understood and agreed between the parties that Lessee shall have the sole responsibility
for the certain health 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.
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
ARISING 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, SERVANTS, 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.
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
in full force and effect at all times during the term of this 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.
2
(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.
(lo)
This agreement shall be binding upon the successors and assigns of the parties hereto as
though they had signed this agreement originally.
(li)
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, does 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.
,1997.
ATTEST:
LESSOR
CITY OF PEA AND,
By: ~an
City Manager
LESSEE
PEAR ND NEIGHBORHOOD CENTER
ster
3
STATE OF TEXAS
COUNTIES OF BRAZORIA
AND HARRIS
BEFORE ME, the undersigned Notary Public, on this day personally appeared
Paul Grohman, City Manager of the City of Pearland, Texas, 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.
GIVEN UNDER MY HAND
C)0,4'~6~r , A.D., 1997.
'~" LISA O. JONES
MY COMMISSION i~PI~S
' ' SEPTEMBER 21, 1999
.~ :. ............-~-.... ,: ,,,,~ ,,,,.,~,','
AND
SEAL OF OFFICE THIS 17gq'k DAY OF
Printed Name:
My Co~ission Expires:
STATE OF TEXAS §
COUNTY OF ~~ t,'t '~' §
BEFORE ME, the undersigned Notary Public, on this day personally appeared
Brian R. Armbruster, Chairman of the Board of Directors of Pearland Neighborhood Center, 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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS !{~~44'' DAY OF
I~'t)b~ ¢' , A.D., 1997.
". ' LISA D. JONES
, ' MY COMMmmN EXPmES
:: ~EPTEMBER 21., 1999
NOT~~ATi~E OF TEXAS
Printed Name: L,;$a.
My Commission Expires: