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HomeMy WebLinkAboutPR 22572: LEASE RENEWAL WITH ROBOGISTICS, LLC P.R. NO. 22572 05/18/22 ht RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE RENEWAL WITH ROBOGISTICS, LLC FOR AN ADDITIONAL TWELVE (12) MONTH PERIOD FOR THE PROPERTY LOCATED AT 3451 57TH STREET WHEREAS, pursuant to Resolution No. 19-283, the City entered into a twelve (12) month lease agreement, approved by the Economic Development Administration's (EDA), with Robogistics, LLC for the property located at 3451 57th Street, which expired on July 16, 2020, and WHEREAS, pursuant to Resolution No. 21-070, the City Council authorized the City Manager to executed a twenty-four (24) month lease agreement with Robogistics, LLC; and WHEREAS, pursuant to Resolution No. 21-231, the City Council authorized an amendment to the lease agreement which reduced the term of lease from twenty-four (24) months to twelve (12) months; and WHEREAS, the lease will expire on May 24, 2022 and Robogistics, LLC has notified the City that they wish to renew the lease for an additional twelve (12) months with the same terms and conditions. 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 authorized the City Manager to execute a lease renewal with Robogistics, LLC, in substantially the same form as Exhibit "A", for a period of twelve (12) months. s.pr22572 Section 3. 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 , 2022 AD, at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES: Mayor: Councilmembers: NOES: Thurman Bill Bartle, Mayor ATTEST: Sherri Bellard City Secretary APPRO TO FORM: v/ 9\SAN494. (j al jzeno City Atto me APPROVED FOR ADMINISTRATION: Ronald Burton City Manager s.pr22572 EXHIBIT "A" s.pr22572 Commercial Lease Basic Information Date: May 25, 2022 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 �f` 444 4th Street „`Y Port Arthur, TX 77640 WAY ', Tenant: Robogistics, LLC, a Texas core ` n Tenant's Address: ,,,..„, 4, -,. ,. ` Robogistics, LLC / ''.; ., 3451 57th Street, ' �. 4'/f' 4 Port Arthur, Texas 77642 f Tv, j... i , } Premises " Approximate Square Ft: 26,059 square feet l j '^-_. Street Address/Suite: /;f,. 3451 57th Street City, State, Zip: ` Port Arthur, Texas 77642 Term (months): Twelve (12) Commencement Date: May 25, 2022 Termination Date: May 24, 2023 Base Rent (monthly): $9,800.00 I • First Eight(8)months at $9.800 per month rate - Remaining four(4)months at $20.200 per month rate Security Deposit: $20,800.00 (paid with original lease and with lessor) Permitted Use: Design, Build and Manufacture Robotic Automation Systems Tenant's Insurance: As required by Section D.24 I 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.5. "Rent" means Base Rent plus any other amounts of money payable by Tenant to Landlord. Clauses and Covenants B. Tenant's Obligations Bl. 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. 3 B.1.d. Pay monthly, in advance, on the first day of the month, the Base Rent to Landlord at Landlord's Address. All payments shall made payable to the City of Port Arthur. Payments shall be made to the Finance Director of the City of Port Arthur, whose address is 444 4th Street, 2nd Floor, Port Arthur, Texas 77640. Finance Director may as a courtesy send a billing notice to Tenant. However, such billing notice in no way excuses or relieves Tenant of its obligation to make payment. Neither shall such courtesy billing obligate Lessor to send courtesy notices to Tenant. 2 B.1.e. Pay a late charge of 10% or $980 for the first eight (8) months and $1.760 for the r-emeining4eur-(4)-menths-of the Rent payment not received by Landlord by the tenth day after it is due. B. 1.f 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. B.1.h 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]. Vacate the Premises on the last day of the Term. B.1.k. Early Termination Clause. Tenant has the right to terminate this lease upon 30 days written notice to landlord. With a written notice sent via email and followed by certified mail attention to the city manager of Port Arthur. With a written notice sent certified mail attention: City Manager,tenant will be granted up to three (3)weeks to remove all of its equipment and office furniture from the premises, have the buildings professionally cleaned,and pay all utility bill usage. prorated rent and prorated taxes up to the effective move out date. B.1.1. Taxes a) The term "taxes" as used in this lease shall include all real property taxes on the building, the land on which the building is situated, and the various estates in the building and the land, including the Lessor's interest in the property and the Tenant's interest under this lease. The term "taxes" shall also include all personal property taxes levied on the property used in the operation of the building or on the premises; taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to. existing or additional real or personal property taxes on the building, land, or personal property, whether or not now customary or within the contemplation of the parties to this lease. "Taxes" also shall include the cost to the lessor of contesting the amount, the validity, or the applicability of any taxes mentioned in this section. b) Tenant covenants and agrees that Tenant will timely pay all taxes, as defined herein, lawfully levied by any taxing jurisdiction with authority to tax the property. Failure to timely pay any tax levied on the property before the delinquency date for such tax is a material breach of this lease and the Lessor may terminate the Lease upon thirty days written notice to the Tenant,unless the Tenant cures such breach by promptly paying amounts owed, together with any penalty or interest owed. In lieu of or in addition to termination of the Lease, Lessor may at Lessor's choosing pay the property tax,penalty and interest owed, and invoice the Tenant for the same. Tenant shall reimburse Lessor for any invoiced amount within 30 days of the date of the invoice. 3 c) Tenant further covenants and agrees that the Tenant will each year timely file with the Jefferson County Appraisal District a rendition statement as required by Section 22.01 of the Texas Tax Code for all tangible personal property used by the Tenant on the leased property for the production of income that Tenant owns or manages and controls as a fiduciary on January 1.The Tenant shall also timely file an annual report with the Jefferson County Appraisal District a report under Section 22.04, of the Texas Tax Code, listing the name and address of each owner of property that is in its possession or under its management on January 1 by bailment, lease, consignment, or other arrangement. d) In the event Tenant places or allows the placement of taxable personal property not owned by the Tenant on the premises, Tenant further agrees that the imposition of penalty or interest for failure to timely pay taxes on such property, regardless of ownership, is a material breach of Tenant's obligations under this lease, and the Lessor may terminate the Lease upon thirty days written notice to the Tenant,unless the Tenant or the property owner cures such breach by paying amounts owed,together with any penalty or interest owed,prior to the expiration of the thirty days. e) The parties represent that they understand that the real property interest listed for the purposes of property taxes in the records of the Jefferson County Appraisal District in Tenant's name under Account number 049400-000- 041250-00100, property ID 73549, is the Tenant's leasehold interest in the property. The parties understand and agree that Tenant shall pay taxes lawfully imposed on the property during the term of the lease irrespective of whether the property is listed in the name of the Tenant or of the Lessor, and irrespective of the nature of the interest taxed. I) THE PARTIES UNDERSTAND AND AGREE THAT THE TENANT SHALL PAY taxes and other charges as enumerated in this Article and shall deliver official receipts evidencing such payments unto the landlord at the place at which rental payments are required to be made. If, however, the Tenant desires to contest the appraisal of the property or any other matter within the scope of Chapter 41, Tax Code, the Tenant may do so provided the Tenant gives the Landlord notice of its intention to do so and timely pays the amount of taxes not in dispute. Tenant covenants and agrees to notify the city of any litigation of any nature involving the imposition or payment of ad valorem taxes on the property, including but not limited to litigation under Subtitle E or Subtitle F, Tax Code. g) Tenant agrees to abide by the Jefferson County Tax Assessor Agreement No: 82027 requiring monthly payments of taxes owed. (Attachment 1) B.1.m. 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 4 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. 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./. Landlord agrees to— C.Ja. Lease to Tenant the Premises for the entire Term beginning on the Commencement Date and ending on the Termination Date. C.J.b. Obey all laws relating to Landlord's operation of the Premises. C.J.c. Repair, replace, and maintain the (a)roof, (b) foundation, and (c) structural soundness of the exterior walls, excluding windows and doors. C.J.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. 5 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 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 SELFINSURED 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 6 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.S.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.S.c. To the extent the Premises are untenantable after the casualty, the Rent will be adjusted as may be fair and reasonable. 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.B. 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 7 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. 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 8 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. 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$100,000 or less; or, Minimum aggregate policy year limit of$2,000,000 for contracts m excess of$100,000. 3. Commercial Automobile Liability Insurance (Including owned, non-owned and hired vehicles coverage's). 9 a. Minimum combined single limit of$500,000 per occurrence,for bodily injury and property damage. b. If individual limits are provided, mm l mum limits are $300,000 per person, $500,000 per occurrence for bodily injury and $100,000 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. 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. D.27. Property Management. Lou Richard owner of Lou Richard's Realty will serve as Property Manager. Lou Richard may be contacted at (409) 982-1101, and at her address 440 53rd Street, Port Arthur, Texas 77640. Property Manager shall act as the agent of Landlord. And for all intense and purposes in this contract Landlord and Property Manager shall be one in the same. 10 City of Port Arthur, a Texas a municipality created under the laws of the State of Texas, Ronald Burton City Manager Robb•44( cs ,Texas Corp /' n, , ' " / ,-.. May , 2022 i Sa " " Wyatt Khan President& CEO ,�ii� eIb#F' ,,/,�r {.// . ',%�:'�,. /ley THIS IS THE.ENTIREAGREEMENT.NO ATTACHMENT EXISTS / - °-'4.4/,!?›,_. '::14.,a,/ ,. .%.... /4•:, ii ' Y' r 11 2021 TAX STATEMENT -- ... c. X Iffits" .`V, ALLISON NATHAN GETZ,P.C.C. JEFFERSON COUNTY TAX ASSESSOR-COLLECTOR P.O.BOX 2112,BEAUMONT,TX 77704 EMAIL:PROPERTY@JEFFCOTX.US (409)835-8516.WEBSITE:WWW.JEFFCOTAX.COM Legal Description: Certified Owner: INV F&F M&E ROBOGISTICS LLC ATTN: TAX DEPT 3451 57TH ST PORT ARTHUR.TX 77642-5902 Legal Acres: .0000 Parcel Address: 3451 57TH ST Account No: 700000-000/515375-00000 As of Date: 05/18/2022 Print Date: 05/18/2022 APPRAISAL AND DRAINAGE SABINE-NECHES CITY OF PORT JEFFERSON PORT ARTHUR PORT OF PORT EXEMPTIONS DISTRICT#7 NAV.DIST. ARTHUR COUNTY LSD ARTHUR Market Value 715,000 715,000 715,000 715,000 715,000 715,000 Homesite Land 0 0 0 0 0 0 Improvement 0 0 0 0 . 0 0 Agricultural Land 0 0 0 0 0 0 Improvement 0 0 0 0 0 0 Non-Qualify Land 0 0 0 0 0 0 Improvement 715,000 715,000 715,000 715,000 715,000 715,000 Appraised Value 715,000 715,000 715,000 715,000 715,000 715,000 Assessed Value(100%) 715,000 715,000 715,000 715,000 715,000 715,000 Exemptions: Net Taxable Value 715,000 715,000 715,000 715,000 715,000 715,000 Tax Rate Per$100 $0.284775 $0.092067 $0.740715 $0.363184 $1.585782 $0.200460 Total Tax 2,036.14 658.28 5,296.11 2,596.77 11,338.34 1,433.29 Taxes will become delinquent FEBRUARY 1,2022 Unpaid taxes will incur the following penalty and interest if paid by: May 31,2022 13+20% $0.00 August 31,2022 19+20% $0.00 June 30,2022 15+20% $0.00 September 30,2022 20+20% $0.00 July 31,2022 18+20% $0.00 October 31,2022 21+20% $0.00 YOUR CHECK MAY BE CONVERTED TO AN ELECTRONIC FUND TRANSFER. PLEASE CUT AT THE DOTTED LINE AND RETURN THIS PORTION WITH YOUR PAYMENT. 2.1.57 ACCOUNT NUMBER DATE OF BILL BY MAY 31,2022 $0.00 700000-000/515375-00000 05/18/2022 BY JUNE 30,2022 $0.00 BY JULY 31,2022 $0.00 PLEASE NOTE YOUR ACCOUNT NUMBER ON YOUR CHECK AND MAKE CHECKS PAYABLE TO: ALLISON NATHAN GETZ,P.C.C. 0111111011 III III I II III 11111110 Ill III II Ii 11011 II JEFFERSON COUNTY TAX ASSESSOR-COLLECTOR PO BOX 2112 BEAUMONT,TX 77704-2112 * 7 0 0 0 0 0 0 0 0 5 1 5 3 7 5 0 0 0 0 0 * (409)835-8516,WEBSITE:WWW.JEFFCOTAX.COM 700000-000/515375-00000 ROBOGISTICS LLC ' AMOUNT PAID: ATTN:TAX DEPT 3451 57TH ST $ • PORT ARTHUR,TX 77642-5902 70000000051507500000 2021 CNN 0000000000 0000000000 0000000000 1 Jefferson County https://actweb.acttax.com/act webdev/jefferson/showdetail2.jsp?can... .RSON • (� • JEFFERsoN COUNTY rf Shopping Cart Property Tax Balance Begin a New Search Make your check or money order payable to: Jefferson County Tax Office PO BOX 2112 BEAUMONT,, TX 77704-2112 Shopping Cart:For your convenience you may pay several accounts at once. Click the 'Click Here to Pay Now' button to add this account to the shopping cart.Additional accounts can be added by doing a search again, then clicking the 'Click Here to Pay Now'button for each account. Up to 50 accounts may be paid at one time. Accounts are not saved in the shopping cart after you go to the Certified Payment web site. Unless otherwise noted, all data refers to tax information for 2021. All amounts due include penalty, interest, and attorney fees when applicable. Account Number: 70000000051537500000 Pending Credit Card or eCheck Payments: No Payment Pending Address: ROBOGISTICS LLC Market Value: $715,000 ATTN: TAX DEPT 3451 57TH ST Land Value: $0 PORT ARTHUR,TX 77642-5902 Property Site Address: Improvement Value: $715,000 3451 57TH ST Capped Value: $0 Legal Description: INV F&F M&E Agricultural Value: $0 Current Tax Levy: $23,358.93 Exemptions: None Current Amount Due: $0.00 Taxes Due Detail by Year and Jurisdiction Prior Year Amount Due: $0.00 Payment Information Total Amount Due: $0.00 Current Tax Statement Last Payment Amount for Current Year Taxes: Register to Receive Electronic Tax Statements $23,358.93 Last Payer for Current Year Taxes: SALH WYATT-KHAN 1 of 2 5/18/2022, 11:16 AM Jefferson County https://actweb.acttax.com/act webdev/jefferson/showdetail2.jsp?can... Last Payment Date for Current Year Taxes: 12/31/2021 Active Lawsuits: None Active Judgments: None Click Here to see your estimated amount due for a different date. You can see this information by year and by both year and jurisdiction. Terms of Use Privacy Policy_ JEFFERSON COUNTY TAX OFFICE DISCLAIMER: Jefferson County,Texas(the"County'),provides this World Wide Web(WWW)site information and P.O.BOX 2112 services"as is"without warranty of any kind,either expressed or implied.The County does not warrant the accuracy, BEAUMONT,TX 77704 authority,completeness,usefulness,timeliness,or fitness for a particular purpose of its information or services.The EMAIL:PROPERTY@JEFFCOTXUS County,its officials and employees shall not be liable for any loss or injury caused in whole or part by its negligence, (409)835-8516 contingencies beyond its control,loss of data,or errors or omissions in the WWW site information or services. ©Appraisal&Collection Technologies.All rights reserved. 2 of 2 5/18/2022, 11:16 AM Jefferson County https://actweb.acttax.com/act webdev/jefferson/reports/paymentinfo.j... .%:, e 43•14:1__ .�'� �: JEFFERSON COUNTY dip xk$ Shopping Cart •. Payment Information Begin a New Search Return to the Previous Page Account No.: 70000000051537500000 Receipt Date Amount Tax Year Description Payer 2021-12-31 $23,358.93 2021 Payment SALH WYATT-KHAN Terms of Use Privacy Policy JEFFERSON COUNTY TAX OFFICE DISCLAIMER: Jefferson County,Texas(the"County"),provides this World Wide Web(WWW)site information and P.O.BOX 2112 services"as is"without warranty of any kind,either expressed or implied.The County does not warrant the accuracy, BEAUMONT,TX 77704 authority,completeness,usefulness,timeliness,or fitness for a particular purpose of its information or services.The EMAIL:PROPERTY@JEFFCOTX.US County,its officials and employees shall not be liable for any loss or injury caused in whole or part by its negligence, (409)835-8516 contingencies beyond its control,loss of data,or errors or omissions in the WWW site information or services. ©Appraisal&Collection Technologies.All rights reserved. 1 of 1 5/18/2022, 11:18 AM 2021 TAX STATEMENT ALLISON NATHAN GETZ,P.C.C. JEFFERSON COUNTY TAX ASSESSOR-COLLECTOR P.O.BOX 2112,BEAUMONT,TX 77704 EMAIL:PROPERTY@JEFFCOTX.US (409)835-8516.WEBSITE:WWW.JEFFCOTAX.COM Legal Description: Certified Owner: N 660'OF S 720'OF W330'LT 7 BLK 9 RG ROBOGISTICS LLC I PALCO 5.000 AC-LEASE 363 N SAM HOUSTON PKWY E STE 1100 HOUSTON,TX 77060 Legal Acres: 5.0000 Parcel Address: 3451 57TH ST Account No: 049400-000/041250-00100 As of Date: 05/18/2022 Print Date: 05/18/2022 APPRAISAL AND JEFFERSON PORT ARTHUR SABINE-NECHES PORT OF PORT DRAINAGE CITY OF PORT EXEMPTIONS COUNTY ISD NAV.DIST. ARTHUR DISTRICT#7 ARTHUR Market Value 770,888 770,888 770,888 770,888 770,888 770,888 Homesite Land 0 0 0 0 0 0 Improvement 0 0 0 0 0 0 Agricultural Land 0 0 0 0 0 0 Improvement 0 0 0 0 0 0 Non-Qualify Land 10,000 10,000 10,000 10,000 10,000 10,000 Improvement 760,888 760,888 760,888 760,888 760,888 760,888 Appraised Value 770,888 770,888 770,888 770,888 770,888 770,888 Assessed Value(100%) 770,888 770,888 770,888 770,888 770,888 770,888 Exemptions: Net Taxable Value 770,888 770,888 770,888 770,888 770,888 770,888 Tax Rate Per$100 $0.363184 $1.585782 $0.092067 $0.200460 $0.284775 $0.740715 Total Tax 2,799.74 12,224.60 709.73 1,545.32 2,195.30 5,710.08 Taxes will become delinquent FEBRUARY 1,2022 Unpaid taxes will incur the following penalty and interest if paid by: May 31,2022 13% $0.00 August 31,2022 19% $0.00 June 30,2022 15% $0.00 September 30,2022 20% $0.00 July 31,2022 18% $0.00 October 31,2022 21% $0.00 YOUR CHECK MAY BE CONVERTED TO AN ELECTRONIC FUND TRANSFER. PLEASE CUT AT THE DOTTED LINE AND RETURN THIS PORTION WITH YOUR PAYMENT. 2.1.57 ACCOUNT NUMBER DATE OF BILL BY MAY 31,2022 $0.00 049400-000/041250-00100 05/18/2022 BY JUNE 30,2022 $0.00 BY JULY 31,2022 $0.00 PLEASE NOTE YOUR ACCOUNT NUMBER ON YOUR CHECK AND MAKE CHECKS PAYABLE TO: ALLISON NATHAN GETZ,P.C.C. liD II III I lvi liii Dii II[ liv II I I II II III II I II I II I 11111111 Ii JEFFERSON COUNTY TAX ASSESSOR-COLLECTOR PO BOX 2112 BEAUMONT,TX 77704-2112 * 0 4 9 4 0 0 0 0 0 0 4 1 2 5 0 0 O. 1 0 0 * (409)835-8516,WEBSITE:WWW.JEFFCOTAX.COM 049400-000/041250-00100 - - ROBOGISTICS LLC AMOUNT PAID: 363 N SAM HOUSTON PKWY E STE 1100 HOUSTON,TX 77060 04940000004125000100 2021 CNN 0000000000 0000000000 0000000000 6 Jefferson County https://actweb.acttax.com/act webdev/jefferson/showdetail2.jsp?can... \Z1().\ (St C efa y� JEFFERSON COUNTY f'I;X co Shopping Cart •.�' Property Tax Balance Begin a New Search Make your check or money order payable to: Jefferson County Tax Office PO BOX 2112 BEAUMONT, TX 77704-2112 Shopping Cart:For your convenience you may pay several accounts at once. Click the 'Click Here to Pay Now' button to add this account to the shopping cart.Additional accounts can be added by doing a search again, then clicking the 'Click Here to Pay Now'button for each account. Up to 50 accounts may be paid at one time. Accounts are not saved In the shopping cart after you go to the Certified Payment web site. Unless otherwise noted, all data refers to tax information for 2021. All amounts due include penalty, interest, and attorney fees when applicable. Account Number: 04940000004125000100 Pending Credit Card or eCheck Payments: No Payment Pending Address: ROBOGISTICS LLC Market Value: $770,888 363 N SAM HOUSTON PKWY E STE 1100 HOUSTON, TX 77060 Land Value: $10,000 Property Site Address: 3451 57TH ST Improvement Value: $760,888 Legal Description: Capped Value: $0 N 660' OF S 720' OF W330' LT 7 BLK 9 RG I PALCO 5.000 AC - LEASE Agricultural Value: $0 Current Tax Levy: $25,184.77 Exemptions: None Current Amount Due: $0.00 Taxes Due Detail by Year and Jurisdiction Prior Year Amount Due: $0.00 Payment Information Total Amount Due: $0.00 Current Tax Statement Last Payment Amount for Current Year Taxes: Register to Receive Electronic Tax Statements $25,184.77 Last Payer for Current Year Taxes: ROBOGISTICS LLC ROBOGISTICS LL 1 of 2 5/18/2022, 11:08 AM Jefferson County https://actweb.acttax.com/act_webdev/jefferson/showdetail2 jsp?can... Last Payment Date for Current Year Taxes: 01/28/2022 Active Lawsuits: None Active Judgments: None Click Here to see your estimated amount due for a different date. You can see this information by year and by both year and jurisdiction. Terms of Use Privacy Policy JEFFERSON COUNTY TAX OFFICE DISCLAIMER: Jefferson County,Texas(the"County"),provides this World Wide Web(WWW)site information and P.O.BOX 2112 services"as is"without warranty of any kind,either expressed or implied.The County does not warrant the accuracy, BEAUMONT,TX 77704 authority,completeness,usefulness,timeliness,or fitness for a particular purpose of its information or services.The EMAIL:PROPERTY@JEFFCOTXUS County,its officials and employees shall not be liable for any loss or injury caused in whole or part by its negligence, (409)835-8516 contingencies beyond its control,loss of data,or errors or omissions in the WWW site information or services. ©Appraisal&Collection Technologies.All rights reserved. 2 of 2 5/18/2022, 11:08 AM Jefferson County https://actweb.acttax.com/act_webdev/jefferson/reports/paymentinfo.j... FRS 0:V ©tJ /\ • JEFFERSON COUNTY Shopping Cart Payment Information Begin a New Search Return to the Previous Page Account No.: 04940000004125000100 Receipt Date Amount Tax Year Description Payer 2022-01-28 $25,184.77 Payment ROBOGISTICS LLC 2021 ROBOGISTICS LL 2021-05-31 $28,505.55 2019, 2020 Payment SALH WYATT-KHAN 2021-05-24 $137.88 2019 Payment SALH WYATT-KHAN 2021-05-18 $16,960.47 2019 Payment SALH WYATT-KHAN Terms of Use Privacy Policy JEFFERSON COUNTY TAX OFFICE DISCLAIMER: Jefferson County,Texas(the"County"),provides this World Wide Web(WWW)site information and P.O.BOX 2112 services"as is"without warranty of any kind,either expressed or implied.The County does not warrant the accuracy, BEAUMONT,TX 77704 authority,completeness,usefulness,timeliness,or fitness for a particular purpose of its information or services.The EMAIL:PROPERTY@JEFFCOTX.US County,its officials and employees shall not be liable for any loss or injury caused in whole or part by its negligence, (409)835-8516 contingencies beyond its control,loss of data,or errors or omissions in the WWW site information or services. ©Appraisal&Collection Technologies.All rights reserved. 1 of 1 5/18/2022, 11:08 AM P.R. NO. 21970 05/20/21 gt/sm RESOLUTION NO. cg1 -0Q51 A RESOLUTION AMENDING RESOLUTION NO. 21-070 AS IT PERTAINS TO THE TERMS OF THE 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, pursuant to Resolution No. 19-283, the City Council authorized the City Manager to enter into a twelve (12) month lease agreement with Robogistics, LLC, which expired on July 16, 2020, which was approved by the Economic Development Administration's (EDA); and Whereas, pursuant to Resolution No. 21-070, the City Council authorized the City Manager to enter into a twenty-four (24) month lease agreement with Robogistics, LLC; and WHEREAS, Robogistics, LLC notified the City of Port Arthur that they wish to sign a new twelve (12) month lease instead of a twenty-four (24) month lease, in substantially the same form as attached hereto as Exhibit "A". NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: s.pr2197C Section 1. The facts and opinions in the preamble are true and correct. Section 2. That the City Council hereby amends Resolution No. 21-070 as it pertains to the terms of the lease agreement for twelve (12) months with Robogistics, LLC, in substantially the same form as Exhibit "A". Section 3. 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 () ) , 2021 AD, at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES: Mayor: L5LQtL; /90 dV?YL Councilmembers: (10)2124) aftd- fithV4) NOES: if( Th an Bi I Bartle, Mayor ATTES Sherri ellard City Secretary s,pr21970 APPROVED AS TO FORM: (lat ggi al Tizeno City Attorney APPROVED F� 'MINISTRATION: to,2* Ronald Burton v" City Manager s.pr21970 2, \ c) EXHIBIT "A" s.pr2197C Commercial Lease Basic Information Date: May 25,2021 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 3451 57th Street, Port Arthur, Texas 77642 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: May 25,2021 Termination Date: May 24, 2022 Base Rent(monthly): $9,800.00 • First Eight (8) months at $9.800 per month rate 1 • Remaining four(4) months at $20,200 per month rate Security Deposit: $20,800.00 (paid with original lease and with lessor) Permitted Use: Design, Build and Manufacture Robotic Automation Systems Tenant's Insurance: As required by Section D.24 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.5. "Rent" means Base Rent plus any other amounts of money payable by Tenant to Landlord. Clauses and Covenants B. Tenant's Obligations Bl. Tenant agrees to - B.1.a. Lease the Premises for the entire Term beginning on the Commencement Date and ending on the Termination Date. B.l. b. 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. 3 2 B.1.d. Pay monthly, in advance. on the first day of the month, the Base Rent to Landlord at Landlord's Address. All payments shall made payable to the City of Port Arthur. Payments shall be made to the Finance Director of the City of Port Arthur. whose address is 444 4th Street. 2nd Floor, Port Arthur. Texas 77640. Finance Director may as a courtesy send a billing notice to Tcnant. However, such billing notice in no way excuses or relieves Tenant of its obligation to make payment. Neither shall such courtesy billing obligate Lessor to send courtesy notices to Tenant. B.1.e. Pay a late charge of 10% or $980 for the first eight (8) months and $2,020 for the remaining four (4) months of the Rent payment not received by Landlord by the tenth day after it is due. B.l,f 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. B.1.h 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. Early Termination Clause. Tenant has the right to terminate this lease upon 30 days written notice to landlord. With a written notice sent via email and followed by certified mail attention to the city manager of Port Arthur. With a written notice sent certified mail attention: City Manager, tenant will be granted up to three (3) weeks to remove all of its equipment and office furniture from the premises. have the buildings professionally cleaned, and pay all utility bill usage. prorated rent and prorated taxes up to the effective move out date. B.1.1. Taxes a) The term "taxes" as used in this lease shall include all real property taxes on the building, the land on which the building is situated. and the various estates in the building and the land. including the Lessor's interest in the property and the Tenant's interest under this lease. The term "taxes" shall also include all personal property taxes levied on the property used in the operation of the building or on the premises; taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to,existing or additional real or personal property taxes on the building, land, or personal property, whether or not now customary or within the contemplation of the parties to this lease. "Taxes" also shall include the cost to the lessor of contesting the amount, the validity, or the applicability of any taxes mentioned in this section. 3 b) Tenant covenants and agrees that Tenant will timely pay all taxes, as defined herein, lawfully levied by any taxing jurisdiction with authority to tax the property. Failure to timely pay any tax levied on the property before the delinquency date for such tax is a material breach of this lease and the Lessor may terminate the Lease upon thirty days written notice to the Tenant,unless the Tenant cures such breach by promptly paying amounts owed, together with any penalty or interest owed. In lieu of or in addition to termination of the Lease, Lessor may at Lessor's choosing pay the property tax,penalty and interest owed, and invoice the Tenant for the same. Tenant shall reimburse Lessor for any invoiced amount within 30 days of the date of the invoice. c) Tenant further covenants and agrees that the Tenant will each year timely file with the Jefferson County Appraisal District a rendition statement as required by Section 22.01 of the Texas Tax Code for all tangible personal property used by the Tenant on the leased property for the production of income that Tenant owns or manages and controls as a fiduciary on January 1. The Tenant shall also timely file an annual report with the Jefferson County Appraisal District a report under Section 22.04, of the Texas Tax Code, listing the name and address of each owner of property that is in its possession or under its management on January 1 by bailment, lease, consignment, or other arrangement. d)In the event Tenant places or allows the placement of taxable personal property not owned by the Tenant on the premises, Tenant further agrees that the imposition of penalty or interest for failure to timely pay taxes on such property, regardless of ownership, is a material breach of Tenant's obligations under this lease, and the Lessor may terminate the Lease upon thirty days written notice to the Tenant, unless the Tenant or the property owner cures such breach by paying amounts owed, together with any penalty or interest owed, prior to the expiration of the thirty days. e)The parties represent that they understand that the real property interest listed for the purposes of property taxes in the records of the Jefferson County Appraisal District in Tenant's name under Account number 049400-000-041250-00100, property ID 73549, is the Tenant's leasehold interest in the property. The parties understand and agree that Tenant shall pay taxes lawfully imposed on the property during the term of the lease irrespective of whether the property is listed in the name of the Tenant or of the Lessor, and irrespective of the nature of the interest taxed. f) THE PARTIES UNDERSTAND AND AGREE THAT THE TENANT SHALL PAY taxes and other charges as enumerated in this Article and shall deliver official receipts evidencing such payments unto the landlord at the place at which rental payments are required to be made. If, however,the Tenant desires to contest the appraisal of the property or any other matter within the scope of Chapter 41, Tax Code,the Tenant may do so provided the 4 Tenant gives the Landlord notice of its intention to do so and timely pays the amount of taxes not in dispute. Tenant covenants and agrees to notify the city of any litigation of any nature involving the imposition or payment of ad valorem taxes on the property, including but not limited to litigation under Subtitle E or Subtitle F, Tax Code. g) Tenant agrees to abide by the Jefferson County Tax Assessor Agreement No: 82027 requiring monthly payments of taxes owed. (Attachment 1) B.Lm. 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 ATTORNEYS FEES AND OTHER FEES AND COURT AND OTHER COSTS) OCCURRING IN ANY PORTION OF TIIE 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. B. 2f 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— 5 C:I.a. Lease to Tenant the Premises for the entire Term beginning on the Commencement Date and ending on the Termination Date. C.J.b. Obey all laws relating to Landlord's operation of the Premises. C.J.c. Repair, replace,and maintain the(a)roof,(b)foundation. and (c)structural soundness of the exterior walls,excluding windows and doors. C.J.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 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 6 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 SELFINSURED 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. 7 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. 8 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. 9 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. 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$100,000 or less; or. Minimum aggregate policy year limit of$2.000.000 for contracts m 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, mmlmum limits are $300.000 per person. $500.000 per occurrence for bodily injury and $100.000 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, 10 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. 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. D.27. Property Management. Lou Richard owner of Lou Richard's Realty will serve as Property Manager. Lou Richard may be contacted at (409) 982-1101, and at her address 440 53rd Street, Port Arthur, Texas 77640. Property Manager shall act as the agent of Landlord. And for all intense and purposes in this contract Landlord and Property Manager shall be one in the same. 11 City of Port Arthur,a Texas a municipality created under the laws of the State of Texas, Ronald Burton City Manager Robogistics,a Texas Corporation, May , 2021 Salahuddin Wyatt-Khan President&CEO 12 Exhibit A Standard Leasehold Improvements l. The water bill caused by recent storm and insufficient repair is the responsibility of the City of Port Arthur. 2. There are no water hook ups outside the building for maintenance, Robogistics request a faucet to continue the maintenance of the outside premises. 3. There are no covers on the holes outside the building. This is causing insects / birds inside the building damaging the interior and disrupting the workflow of Robogistics. This was discussed recently with the authorized city representative. An exterminator was sent who looked around and saw there were holes that needed to be covered. Robogistics request that the City to cover up the holes,where necessary. 4. Robogistics would like to utilize the safe as a work office. We agreed that the City of Port if possible is to knock out a walk in door to the safe from the adjacent utility computer room. 5. The City of Port Arthur is to forward the latest electrical 480V proposal from Entergy to Robogistics. Robogistics is to review and agree to the upgrade. The City of Port Arthur is to engage Entergy to perform the 480V upgrade and will not to be responsible paying Entergy for the electrical upgrade request. Robogistics will be responsible for coordinating the electrical upgrade and paying the associated fees and charges directly to Entergy for the service request. 6. The City of Port Arthur agreed to correct / repair the street leading to the rented building by Robogistics within a reasonable time but no longer than 90 days from contract signing. 7. Robogistics is to present a proposed engineering security gate layout to the city of Port Arthur for the City of Port Arthur's review and approval. All improvements will be paid for by Robogistics. 13 Attachment No. 1 INSTALLMENT PAYMENT AGREEMENT 0 ALLISON NATHAN GETZ,P.C.C. JEFFERSON COUNTY TAX ASSESSOR-COLLECTOR P.O.BOX 2112,BEAUMONT,TX 77704 EMAIL:PROPERTY@CO.JEFFERSON.TX.US Agreement No: 82027 Status: ACTIVE 1. INSTALLMENT PAYMENTS You will pay installments in the amount of $3,043.92 by the 1st of each month beginning June 1, 2021. The agreement will be in default after the last day of each month if the installment payment has not been made. During the term of this Contract, penalties and interest will continue to accrue on the unpaid balance as provided by the Texas Property Tax Code. The taxing authorities will inform you of the exact amount due for the last installment,upon you contacting JEFFERSON COUNTY. 2. PAYMENT FOR CURRENT TAXES As a condition of this Contract, you will pay all future taxes assessed by the taxing authorities before the taxes become delinquent during the time of this Contract, or this Contract will become null and void IMMEDIATELY. 3. LAWSUITS, JUDGMENTS and SALES (IF APPLICABLE) If a delinquent tax suit has been filed against you, you agree to the immediate entry of a judgment in this cause(Cause No.NIA ). Further, you agree taxing authorities may foreclose its tax lien if you default under this Contract.The taxing authorities will not abstract or execute the judgment unless you default under this Contract. The taxing authorities under this Contract reserve the right to intervene in any delinquent tax collection lawsuit brought by a taxing authority not a party to this Contract. In the event you default, this Contract will become null and void IMMEDIATELY, and the taxing authorities may proceed with any collection remedies available. Any taxing unit not a party to this Agreement is not bound by this Agreement. If any taxing unit not a party to this Agreement proceeds to judgment or foreclosure,this Agreement is void,and this Taxing Unit will participate in the sale. 4. DEFAULT You will be declared in DEFAULT and you will not be offered any further Payment Contracts if you fail to make a payment under the terms of this contract or fail to pay future current taxes assessed. YOUR SIGNATURE ON THIS CONTRACT IS AN ADMISSION THAT THE TAX AMOUNTS OWED BY YOU ARE ACCURATE AND THAT YOU ARE TABLE FOR THE PAYMENT OF THOSE TAXES. ,4�5 7'1 4'y i s ic..5/-- (.17r/ (409)835-8516,WEBSITE:WWW.JEF'FCOTAX.COM Page 1 of 2 V1.143 Agreement No: 82027 I will pay$3,043.92 on or before the 1st day of each month until the amount due is paid in full. Taxpayer ROBOGISTICS LLC Date of first payment: 06/01/2021 363 N SAM HOUSTON PKWY E STE 1100 HOUSTON, TX 77060 Date of last payment: 05/01/2022 Number of payments: 12 Monthly Payment: $3,043.92 Home Phone: Total Payment: $36,527.04 Work Phone: 7132053504 Cause No: Taxpayer Account: 049400-000/041250-00100 Agreement Account(s): Account Name: 049400-000/041250-00100 ROBOGISTICS LLC Dated thi9th day of May, 21. (e Taxpayer Signature NSeazitt. C TAX DEPUTY — —._--- /47 7/0 Print Name a Print Name TAX ASSESSOR-COLLECTOR Payments may be mailed to: ALLISON NATHAN GETZ,P.C.C. JEFFERSON COUNTY TAX ASSESSOR-COLLECTOR PO BOX 2112 BEAUMONT,TX 77704-2112 (409)835-8516,WEBSITE:WWW.JEFFCOTAX.COM P*ge 2 of 2 V1.143