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HomeMy WebLinkAboutPR 20880: 12 MONTH LEASE AGREEMENT WITH ROBOGISTICS, LLC P.R. NO. 20880 06/27/19 gt RESOLUTION NO. A RESOLUTION AUTHORIZING A TWELVE (12) MONTH LEASE AGREEMENT BETWEEN THE CITY OF PORT ARTHUR AND ROBOGISTICS, LLC FOR PREMISES LOCATED AT 3451 57TH STREET WHEREAS, the City of Port Arthur is the owner of a 26,059 square foot facility located at 3451 57TH Street; and WHEREAS, the City is the recipient of a grant from the Economic Development Administration (EDA) which allowed for certain renovations to the property, which have been completed; and WHEREAS, the EDA has also required that the property be leased at Fair Market Value as delineated in the lease agreement attached hereto as Exhibit "A"; and WHEREAS, it is deemed in the best interest of the City of Port Arthur to enter into a twelve (12) month lease agreement with Robogistics, LLC; and WHEREAS, any leasing of the property must be approved by the Economic Development Administration's (EDA). NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. The facts and opinions in the preamble are true and correct. Section 2. That the City Council hereby authorizes the execution of a twelve- month lease agreement with Robogistics, LLC, in substantially the same form as Exhibit s.pr20880 Section 3. That this lease is contingent upon the Economic Development Administration's (EDA) approval. Section 4. That a copy of the caption of this Resolution shall be spread upon the Minutes of the City Council. READ, ADOPTED, AND APPROVED, this day of , 2019 AD, at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES: Mayor: Councilmembers: NOES: Derrick Ford Freeman, Mayor ATTEST: Sherri Bellard City Secretary APPROVED AS TO FORM: Ar Va i no City L ori APPROVED FOR ADMINISTRATION: Rebecca Underhill Interim City Manager s.pr20880 EXHIBIT "A" s.pr20880 Commercial Lease Basic Information Date: , 2019 Landlord: City of Port Arthur, a Texas a municipality created under the laws of the State of Texas Landlord's Address: City of Port Arthur 444 4th Street Port Arthur,TX 77640 Tenant: Robogistics, LLC, a Texas corporation Tenant's Address: Robogistics, LLC 363 N. Sam Houston Pkwy. East Suite 1100 Houston, Texas 77060 Premises: Approximate square feet: 26,059 square feet Street address/suite: 3451 57th Street City, state, zip: Port Arthur, Texas 77642 Term (months): Twelve (12) Commencement Date: , 2019 Termination Date: , 2020 Base Rent (monthly): $10,400.00 Security Deposit: $20,800.00 1 Permitted Use: Design, Build and Manufacture Robotic Automation Systems Tenant's Insurance: As required by Insurance Addendum Landlord's Insurance: As required by Insurance Addendum Tenant's Rebuilding Obligations: If the Premises are damaged by fire or other elements, caused by Tenant then Tenant will be responsible for repairing or rebuilding the damage. A. Definitions A.1. "Agent" means agents, contractors, employees, licensees, and, to the extent under the control of the principal, invitees. A.2. "Essential Services" means utility connections reasonably necessary for occupancy of the Premises for the Permitted Use. A.3. "Injury" means (1) harm to or impairment or loss of property or its use, (2) harm to or death of a person, or(3) "personal and advertising injury" as defined in the form of liability insurance Tenant is required to maintain. A.4. "Lienholder" means the holder of a deed of trust covering the Premises. A.S. "Rent" means Base Rent plus any other amounts of money payable by Tenant to Landlord. Clauses and Covenants B. Tenant's Obligations BI. Tenant agrees to- B.1.a. Lease the Premises for the entire Term beginning on the Commencement Date and ending on the Termination Date. Bib. Accept the Premises in their present condition "AS IS," the Premises being currently suitable for the Permitted Use and in compliance with ABA and Texas law. B.1.c. Obey (a) all laws relating to Tenant's use, maintenance of the condition, and occupancy of the Premises and Tenant's use of any common areas and (b) any requirements imposed by utility companies serving or insurance companies covering the Premises. Bid. Pay monthly, in advance, on the first day of the month, the Base Rent to Landlord at Landlord's Address. B.1.e. Pay a late charge of 10 percent of any Rent not received by Landlord by the tenth 2 day after it is due. B.11 Obtain and pay for all utility services used by Tenant and not provided by Landlord. B.1.g. Allow Landlord to enter the Premises to perform Landlord's obligations, inspect the Premises, and show the Premises to prospective purchasers or tenants. Bib Repair, replace, and maintain any part of the Premises that Landlord is not obligated to repair, replace, or maintain, normal wear is excepted. B.1.i. Submit in writing to Landlord any request for repairs, replacement, and maintenance that are the obligations of Landlord. Landlord is to provide the repairs, replacement, and maintenance within a reasonable time but not to exceed 15 days or perform the task immediately if Tenant is unable to use certain part of all part of the facility. B.1 j. Vacate the Premises on the last day of the Term. B.1.k. INDEMNIFY, DEFEND, AND HOLD LANDLORD AND ITS RESPECTIVE AGENTS, HARMLESS FROM ANY INJURY (AND ANY RESULTING OR RELATED CLAIM, ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSE, INCLUDING ATTORNEY'S FEES AND OTHER FEES AND COURT AND OTHER COSTS) OCCURRING IN ANY PORTION OF THE PREMISES. THE INDEMNITY CONTAINED IN THIS PARAGRAPH (i) IS INDEPENDENT OF TENANT'S INSURANCE, (ii) WILL NOT BE LIMITED BY COMPARATIVE NEGLIGENCE STATUTES OR DAMAGES PAID UNDER THE WORKERS' COMPENSATION ACT OR SIMILAR EMPLOYEE BENEFIT ACTS, (iii) WILL SURVIVE THE END OF THE TERM, AND (iv) WILL APPLY EVEN IF AN INJURY IS CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE OR STRICT LIABILITY OF LANDLORD BUT WILL NOT APPLY TO THE EXTENT AN INJURY IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD AND ITS RESPECTIVE AGENTS. B2. Tenant agrees not to - B.2.a. Use the Premises for any purpose other than the Permitted Use. B.2.b. Create a nuisance. B.2.c. Permit any waste. B.2.d. Use the Premises in any way that would increase insurance premiums or void insurance on the Premises. B.2.e. Alter the Premises. 3 B.2.f Allow a lien to be placed on the Premises. B.2.g. Assign this lease or sublease any portion of the Premises without Landlord's prior written consent. C. Landlord's Obligations C.1. Landlord agrees to - C.1.a. Lease to Tenant the Premises for the entire Term beginning on the Commencement Date and ending on the Termination Date. C.1.b. Obey all laws relating to Landlord's operation of the Premises. C.1.c. Repair, replace, and maintain the (a) roof, (b) foundation, and (c) structural soundness of the exterior walls, excluding windows and doors. C.1.d. Return the Security Deposit to Tenant, less itemized deductions, if any, on or before the thirtieth day after the date Tenant surrenders the Premises. C.2. Landlord agrees not to - C.2.a. Interfere with Tenant's possession of the Premises while Tenant is not in default. C.2.b. Unreasonably withhold consent to a proposed assignment or sublease. D. General Provisions Landlord and Tenant agree to the following: D.1. Alterations. Any physical additions or improvements to the Premises made by Tenant will become the property of Landlord. Landlord may require that Tenant, at the end of the Term and at Tenant's expense, remove any physical additions and improvements, repair any alterations, and restore the Premises to the condition existing at the Commencement Date, normal wear excepted. D.2. Abatement. Tenant's covenant to pay Rent and Landlord's covenants are independent. Except as otherwise provided, Tenant will not be entitled to abate Rent for any reason. D.3. Insurance. Tenant and Landlord will maintain the respective insurance coverages that (1) insures their respective properties and (2) indemnifies the other party against that party's liability for loss (personal or property) or damages (personal or property). D.4. Release of Claims/Subrogation. LANDLORD AND TENANT RELEASE EACH OTHER AND LIENHOLDER, AND THEIR RESPECTIVE AGENTS, FROM ALL CLAIMS 4 OR LIABILITIES FOR DAMAGE TO THE PREMISES, DAMAGE TO OR LOSS OF PERSONAL PROPERTY WITHIN THE PREMISES, AND LOSS OF BUSINESS OR REVENUES THAT ARE COVERED BY THE RELEASING PARTY'S PROPERTY INSURANCE OR THAT WOULD HAVE BEEN COVERED BY THE REQUIRED INSURANCE IF THE PARTY FAILS TO MAINTAIN THE PROPERTY COVERAGES REQUIRED BY THIS LEASE. THE PARTY INCURRING THE DAMAGE OR LOSS WILL BE RESPONSIBLE FOR ANY DEDUCTIBLE OR SELF-INSURED RETENTION UNDER ITS PROPERTY INSURANCE. LANDLORD AND TENANT WILL NOTIFY THE ISSUING PROPERTY INSURANCE COMPANIES OF THE RELEASE SET FORTH IN THIS PARAGRAPH AND WILL HAVE THE PROPERTY INSURANCE POLICIES ENDORSED, IF NECESSARY, TO PREVENT INVALIDATION OF COVERAGE. THIS RELEASE WILL NOT APPLY IF IT INVALIDATES THE PROPERTY INSURANCE COVERAGE OF THE RELEASING PARTY. THE RELEASE IN THIS PARAGRAPH WILL APPLY EVEN IF THE DAMAGE OR LOSS IS CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE OR STRICT LIABILITY OF THE RELEASED PARTY OR ITS AGENTS BUT WILL NOT APPLY TO THE EXTENT THE DAMAGE OR LOSS IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE RELEASED PARTY OR ITS AGENTS. D.5. Casualty/Total or Partial Destruction D.5.a. If the Premises are damaged by casualty and can be restored within ninety days, Landlord will, at its expense, restore the roof, foundation, and structural soundness of the exterior walls of the Premises and any leasehold improvements within the Premises that are not within Tenant's Rebuilding Obligations to substantially the same condition that existed before the casualty and Tenant will, at its expense, be responsible for replacing any of its damaged furniture, fixtures, and personal property and performing Tenant's Rebuilding Obligations. If Landlord fails to complete the portion of the restoration for which Landlord is responsible within ninety days from the date of written notification by Tenant to Landlord of the casualty, Tenant may terminate this lease effective immediately upon by written notice to by Tenant to Landlord before Landlord completes Landlord's restoration obligations. D.5.b. If Landlord does not complete the portion of the restoration for which Landlord is responsible within ninety days, from the date of written notification by Tenant to Landlord of the casualty, and Tenant has not terminated this lease as provided in D.5a. above, Tenant may grant the Landlord the option to restore the Premises upon such terms and conditions acceptable to both Tenant and Landlord. If Tenant and Landlord cannot agree on the terms and conditions for the Landlord's option to restore the Premises as set forth in this paragraph, then this lease terminates without further notice effective on the ninetieth day from the date of written notification by Tenant to Landlord of the casualty. D.5.c. To the extent the Premises are untenantable after the casualty, the Rent will be adjusted as may be fair and reasonable. 5 D.6. Condemnation/Substantial or Partial Taking D.6.a. If the Premises cannot be used for the purposes contemplated by this lease because of condemnation or purchase in lieu of condemnation,this lease will terminate. D.6.b. If there is a condemnation or purchase in lieu of condemnation and this lease is not terminated, Landlord will, at Landlord's expense, restore the Premises, and the Rent payable during the unexpired portion of the Term will be adjusted as may be fair and reasonable. D.6.c. Tenant will have no claim to the condemnation award or proceeds in lieu of condemnation. D.7. Default by Landlord/Events. Defaults by Landlord are failing to comply with any provision of this lease within thirty days after written notice is given by Tenant. D.8. Default by Landlord/Tenant's Remedies. Tenant's remedies for Landlord's default are to sue for damages. D.9. Default by Tenant/Events. Defaults by Tenant are (a) failing to pay timely Rent, (b) abandoning the Premises or vacating a substantial portion of the Premises, and (c) failing to comply within ten days after written notice with any provision of this lease other than the defaults set forth in (a) and(b). D.10. Default by Tenant/Landlord's Remedies. Landlord's remedies for Tenant's default are to (a) enter and take possession of the Premises and sue for Rent as it accrues; (b) enter and take possession of the Premises, after which Landlord may relet the Premises on behalf of Tenant and receive the Rent directly by reason of the reletting, and Tenant agrees to reimburse Landlord for any expenditures made in order to relet; (c) enter the Premises and perform Tenant's obligations; and (d) terminate this lease by written notice and sue for damages. Landlord may enter and take possession of the Premises by self-help, by picking or changing locks if necessary, and may lock out Tenant or any other person who may be occupying the Premises, until the default is cured, without being liable for damages. D.11. Default/Waiver. It is not a waiver of default if the non-defaulting party fails to declare immediately a default or delays in taking any action. Pursuit of a remedy does not preclude pursuit of another remedy. D.12. Mitigation. Landlord has mitigated the loss of rent if Landlord, within thirty days after Tenant's loss of possession, (a) places a "For Lease" sign at the Premises, (b) places the Premises on Landlord's inventory of properties for lease, (c) makes Landlord's inventory available to area brokers on a monthly basis, (d) advertises the Premises for lease in a suitable trade journal in the county in which the Premises are located, and (e) shows the Premises to prospective tenants who request to see it. 6 D.13. Security Deposit. If Tenant defaults, Landlord may use the Security Deposit to pay arrears of Rent, to repair any damage or injury, or to pay any expense or liability incurred by Landlord as a result of the default. D.14. Holdover. If Tenant does not vacate the Premises following termination of this lease, Tenant will become a tenant at will and must vacate the Premises on receipt of notice from Landlord. No holding over by Tenant, whether with or without the consent of Landlord, will extend the Term. D.15. Alternative Dispute Resolution. Landlord and Tenant agree to mediate in good faith before filing a suit for damages. D.16. Attorney's Fees. If either party retains an attorney to enforce this lease, the party prevailing in litigation is entitled to recover reasonable attorney's fees and other fees and court and other costs. D.17. Venue. Exclusive venue is in Jefferson County, Texas. D.18. Entire Agreement. This lease, its exhibits, addenda and riders, are the entire agreement of the parties concerning the lease of the Premises by Landlord to Tenant. There are no representations, warranties, agreements, or promises pertaining to the Premises or the lease of the Premises by Landlord to Tenant, and Tenant is not relying on any statements or representations of any agent of Landlord, that are not in this lease and any exhibits, addenda, and riders. D.19. Amendment of Lease. This lease may be amended only by an instrument in writing signed by Landlord and Tenant. D.20. Limitation of Warranties. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, AND THERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE EXPRESSLY STATED IN THIS LEASE. D.21. Notices. Any notice required or permitted under this lease must be in writing. Any notice required by this lease will be deemed to be given (whether received or not) the earlier of receipt or three business days after being deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this lease. Notice may also be given by regular mail, personal delivery, courier delivery, or e-mail and will be effective when received. Any address for notice may be changed by written notice given as provided herein. D.22. Abandoned Property. Landlord may retain, destroy, or dispose of any property left on the Premises at the end of the Term. D.23. Asbestos. Buildings or structures located on the Premises may contain asbestos- containing material or presumed asbestos-containing material as defined by OSHA regulations. 7 Tenant has inspected the Premises and conducted such tests and inspections as Tenant deems necessary or desirable. Tenant will provide Landlord with copies of all such test results and inspections. Tenant will comply with all rules and regulations relating to asbestos in performing any maintenance, housekeeping, construction, renovation, or remodeling of the premises, and Tenant will bear all costs related to removal and disposal of asbestos from the Premises. D.24. Insurance. All insurance must be written by an insurer licensed to conduct business in the State of Texas, unless otherwise permitted by Landlord in writing. Tenant shall, at its own expense, purchase, maintain and keep in force insurance that will protect against injury and/or damages which may arise out of or result from operations under this lease, whether the operations be by Tenant or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, of the following types and limits: 1. Standard Worker's Compensation Insurance: 2. Commercial General Liability occurrence type insurance City of Port Arthur. its officers, agents, and employees must be named as an additional insured: a. Bodily injury $500,000 single limit per occurrence or $500,000 each person/$500,000 per occurrence for contracts of $100,000 or less; or Bodily injury $1,000,000 single limit per occurrence or$500,000 each person/$1,000,000 per occurrence for contracts in excess of$100,000; and, b. Property Damage $100,000 per occurrence regardless of contract amount; and, c. Minimum aggregate policy year limit of$1,000,000 for contracts of $100,00 or less; or, Minimum aggregate policy year limit of $2,000,000 for contracts in excess of$100,000. 3. Commercial Automobile Liability Insurance (Including owned, non-owned and hired vehicles coverage's). a. Minimum combined single limit of $500,000 per occurrence, for bodily injury and property damage. b. If individual limits are provided, minimum limits are $300,000 per person, $500,000 per occurrence for bodily injury and $100,00 per occurrence for property damage. Tenant shall cause Tenant's insurance company or insurance agent to fill in all information required (including names of insurance agency, Tenant and insurance companies, and policy numbers, effective dates and expiration dates) and to date and sign and do all other things necessary to complete and make into valid certificates of insurance and pertaining to the above listed items, and before commencing any of the work and within the time otherwise specified, Tenant shall file completed certificates of insurance with the Landlord. 8 None of the provisions in said certificate of insurance should be altered or modified in any respect except as herein expressly authorized. Said CERTIFICATE OF INSURANCE Form should contain a provision that coverage afforded under the policies will not be altered, modified or canceled unless at least fifteen(15) days prior written notice has been given to the City of Port Arthur. Said completed CERTIFICATE OF INSURANCE FORM (s) shall in any event be filed with the City of Port Arthur not more than ten(10) days after execution of this Lease. D.25. Indemnification: The Tenant shall defend, indemnify, and hold harmless the Landlord and their respective officers, agents, and employees, from and against all damages, claims, losses, demands, suits, judgments, and costs, including reasonable attorney's fees and expenses arising out of or resulting from the performance of the work, provided that any such damages, claim, loss, demand, suit,judgment, cost or expense: Is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the work itself) including the loss of use resulting there from. Is caused in whole or in part by any negligent act or omission of the Tenant, or Subcontractor, anyone directly or indirectly employed by any one of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. D.26. Extension Option. Upon the expiration of this lease and Tenant's having not vacated the premises, Tenant becomes a holdover tenant on a month to month basis. The lease agreement except for the lease term is binding upon each party. Landlord at its option may give a written notice to vacate to Tenant according to Texas law. Landlord may exercise any and all of its right under Texas Landlord — Tenant Law to reclaim the premises, recover loss rent, all other damages allowed by law, and attorney fees and costs. City of Port Arthur, a Texas a municipality created under the laws of the State of Texas, Rebecca Underhill Interim City Manager Robogistics, a Texas corporation, Salahuddin Wyatt-Khan President& CEO 9 Exhibit A Standard Leasehold Improvements The standard leasehold improvements are described as follows: I. All buildings outside lights and parking area to have security lights and they must work. 2. The back building has to be cleaned out and it must be empty. 3. The fence needs to be repaired, where necessary, cleaned from weeds and trees 4. The parking lot needs to have all the grass removed off of it and pressure washed. 5. The yard has to be fine cut and manicured. hedged all bushes and the tree(s). 6. The building needs to be cleaned washed in front area. 7. The ditch and needs to be mowed down the road. 8. The road to be blacktopped, cracks and potholes to be repaired in front of drive into parking lot 9. Robogistics is allowed to place signage in front of building and a arrow sign with Robogistics sign into turn lane(street). 10. Robogistics is allowed to paint the interior walls and move/replace none barrier walls if necessary. 10