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R-2014-059 2014-06-23RESOLUTION NO. R2014-59 A Resolution of the City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to enter into an Amended Lease Agreement for the Pearland Library located in the Shadow Creek Ranch Town Center, and authorizing Library expansion expenditures from the general fund balance. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain 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 Amended Lease Agreement. Section 3. That the general fund balance shall be used to fund the Library Expansion Project. PASSED, APPROVED and ADOPTED this the 23rd day of June, A.D., 2014. ATTEST: APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY TOM REID MAYOR 0\111111,1, AmREIT 8 Greenway Plaza Suite 1000 Houston Texas 77046 Toll free- 800 888 4400 FAx• 71S City of Pearland Attention: Clay Pearson 3519 Liberty Drive Pearland, TX 77581 July 3, 2014 RE: Shadow Creek Ranch Town Center - Pearland, TX Ladies and Gentlemen: Attached for your records are the First Amendment of Lease (Expansion) between AmREIT SPF Shadow Creek, LP, as Landlord; and The City of Pearland, a Texas home rule municipality, as Tenant; regarding leased premises in the above - referenced shopping center. Thank you for your assistance in this matter. If you have any questions or need further information, please contact your property manager, Craig Vance, at 713- 860-4958, or email cvance@amreit.com. Yours very truly, Deb Korkrflas Paralegal The Irreplaceable Corner"' Company Resolution No. R2014-59 Exhibit "A" FIRST AMENDMENT OF LEASE (Expansion) .'�This First Amendment of Lease (this "Amendment") is made and entered into on this the 23`d day of �(#, 2014, 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. Whereas, Landlord and Tenant entered into that certain Lease dated November 12, 2012 (the "Lease") relating to approximately 6,000 square feet of floor area in the shopping center known as Shadow Creek Ranch Town Center located at State Highway 288 and FM 518 (Broadway), in Pearland, Brazoria County, Texas; and, B. Landlord and Tenant now desire to expand the Premises (by adding 4,000 square feet) and amend certain terms 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. The Recitals are hereby incorporated herein by reference. Capitalized terms used herein shall have the meanings given to them in the Lease unless otherwise defined herein. 2. Section 1M of the Lease is hereby amended by adding the following to the end of such section: From and after the Expansion Space Delivery Date (as defined herein), the Premises shall he deemed to contain 10,000 square feet and all charges in the Lease that are based upon the square footage in the Premises shall be adjusted accordingly. 3. The adjacent additional 4,000 square feet leased by Tenant pursuant to this Amendment is herein called the "Expansion Space", and is depicted on Exhibit "A" hereto. Except where the context clearly requires otherwise, effective as of the Expansion Space Delivery Date, the Premises shall include the Expansion Space. 4. The "Expansion Space Delivery Date" shall mean the date Landlord delivers possession of the Expansion Space to Tenant in its "AS -IS" condition, with all faults and defects, and shall be on or before June 30, 2014. The "Expansion Space Rent Commencement Date" ("ESRCD") shall mean the date on which Rent shall commence with respect to the Expansion Space and shall be ninety (90) days after the Expansion Space Delivery Date. 5. Base Rent for the Expansion Space shall he as follows: Period PSF Annually Monthly ESCRD — 8/31/2017 $18.00 $72,000.00 $6,000.00 9/1/2017 — 8/31/2019 $19.00 $76,000.00 $6,333.33 9/1/2019 — 9/30/2020 $20.00 $80,000.00 $6,666.67 Renewal Option 1: 10/1/2020 — 9/30/2023 $22.00 $88,000.00 $7,333.33 1 Renewal Option 2: 10/1/2023 — 9/30/2025 $23.00 $92,000.00 $7,666.67 6. The initial monthly CAM Payment for the Expansion Space is estimated by Landlord to be $2,083.33; provided however, the CAM Payment is subject to adjustment from time to time during the Term as provided in the Lease. 7. Section IL of the Lease is hereby deleted in its entirety and replaced with the following: L. `Permitted Use" — Except as otherwise expressly provided in the third sentence hereof, the Premises shall be used solely and continuously by Tenant for (i) the operation of a public library, and (ii) within such public library, for internal administrative meetings, meetings of the Friends of the Westside Library, meetings of the Pearland Library Board, meetings of Pearland Municipal Management District No. 1, meetings of Pearland Municipal Management District No. 2, meetings of the Lower Kirby Municipal Management District, and educational (i.e. book club), informational and civic meetings. Except for meetings of the (a) Pearland Library Board, (b) Pearland Municipal Management District No. 1, (c) Pearland Municipal Management District No. 2, and (d) Lower Kirby Municipal Management District, meetings conducted on the Premises shall be closed to the general public and not be subject to Chapter 551 of the Texas Government Code (Texas Open Meetings Act); provided however, notwithstanding the foregoing, no meeting shall be conducted within the Premises if Tenant has a reasonable, good faith, basis to believe that such meeting will or might involve any form of public assembly, demonstration (for or against) or protest, anywhere in the Shopping Center, but for no other use or purpose. Tenant shall also be allowed to utilize the Premises as an early voting location for City of Pearland and Brazoria County elections; provided however, Landlord reserves the right, in its sole discretion, to prohibit the use of the Premises as an early voting location if it is determined by Landlord, in its sole discretion, that the use of the Premises as an early voting location is disruptive to any other tenant or occupant of the Shopping Center. In the event Landlord elects to prohibit the use of the Premises as an early voting location, Landlord shall provide Tenant with one hundred twenty (120) days written notice of such prohibition to allow Tenant adequate time to locate an alternate early voting location. Notwithstanding the foregoing Permitted Use, or any term or provision to the contrary in this Lease, in no event shall Tenant sell or offer any item or product, or use the Premises, in violation of the exclusive use and prohibited use provisions set forth in Exhibit I hereto. 8. Landlord shall provide Tenant with a cash allowance of One Hundred Thousand and No/100 Dollars ($100,000.00) (the "Tenant Improvement Allowance"). Tenant shall use the Tenant Improvement Allowance towards improving the Expansion Space with fixtures, paint, floor covering, electrical, and/or plumbing upgrades, and towards incorporating and integrating the Expansion Space with the Premises, all in accordance with plans and specifications that must be approved in writing by Landlord prior the commencement of any such work. Such payment shall be due only upon the occurrence of the following: (i) completion of all improvements to Landlord's satisfaction, (ii) Landlord's satisfaction that all hills have been paid to Tenant's contractors, subcontractors, and professionals, and (iii) Tenant's fulfillment of its obligation to provide Landlord with a waiver and release of lien from Tenant's general contractor and subcontractors in accordance with the terms of Exhibit C of the Lease. All construction or alterations to the Expansion Space shall be in accordance with Section 6B and Exhibit C of the Lease. Landlord agrees to pay Tenant the Tenant Improvement Allowance within thirty (30) days following the receipt by Landlord of copies of paid invoices reflecting such expenses and full and complete lien releases executed by all contractors and materialmen providing work and materials for Tenant's improvements in the Expansion Space. 2 9. 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. 10. Tenant 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 termination of the Lease. 11. 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. 12. This Amendment may be executed in counterparts, each of which when taken together shall be deemed an original, but all of which shall be deemed for all purposes one and the same instrument. Counterpart signatures may be transmitted by facsimile and such fax signatures will be of full force and effect as if such signatures were originals. 13. Disclaimer. The submission of this document for review does not constitute an option, offer or agreement to lease space. This document shall be effective only upon Landlord's and Tenant's execution and Landlord's delivery of same to Tenant. TENANT: LANDLORD: By: Name: ay Pears Title: City Ma ger THE CI OF PEARLAND, a ho j= u ty s� By: 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 Name: Brett Treadwell Title: Vice President 3 Resolution No. R2014-59 Exhibit "A" AVMI4011-1 3.1VIS EXPANSION SPACE (4,000 SF)