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HomeMy WebLinkAboutPR 19002: YACHT CLUB LEASE AGREEMENT P. R. NO. 19002 7/22/15 amended gt/vt RESOLUTION NO. 15-253 A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT BETWEEN THE CITY OF PORT ARTHUR AND THE PORT ARTHUR YACHT CLUB WHEREAS, a lease agreement was executed on July 8 , 1974 between the City of Port Arthur and the Port Arthur Yacht Club, with an addendum to the lease on April 13 , 1989 ; and WHEREAS, the lease agreement was originally for a term of 40 years and was set to expire on July 8, 2014 ; and WHEREAS, per Resolution No. 14-452 , the City Council approved a three (3) month extension until December 31, 2014 ; and WHEREAS, per Resolution No. 14-630, the City Council approved an extension until March 31, 2015 ; and WHEREAS, per Resolution No. 15-134 , the City Council approved an extension until May 31, 2015 ; and WHEREAS, the current least expired on May 31, 2015 ; and WHEREAS, the Port Arthur Yacht Club is a 501 (c) (7) not-for- profit organization and has occupied the premises several years; and WHEREAS, it is in the best interest of the citizens of Port Arthur to enter into a new Lease Agreement with the Port Arthur Yacht Club, in substantially the same form as attached hereto as Exhibit "A" . s.pr19002 amended NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1 . That the facts and opinions in the preamble are true and correct . Section 2 . That the City Manager is hereby authorized to enter into a Lease Agreement between the City of Port Arthur and the Port Arthur Yacht Club, in substantially the same form as attached hereto as Exhibit "A" . Section 3 . That City hereby deems that the Port Arthur Yacht Club is a not-for-profit organization that fulfills a valid public purpose of promoting yachting, boating, and training related to water safety measures in the Port Arthur Lakefront area; and Section 4 . That the Port Arthur Yacht Club fulfills a valid public purpose that benefits the citizens of Port Arthur and authorizes the utilization of the property to fulfill those purposes . Section 5 . That a copy of the caption of this Resolution shall be spread upon the Minutes of the City Council . ;AjS1-- READ, ADOPTED, AND APPROVED, this day of , 2015 AD, at a Regular Meeting of the City Council the City of s.pr19002 Port Artr, Texas by the folio ing vote : AYES : Mayor: /1iLAA✓ � I A T CA, a ) P4'�'1 Councilmembers: I' / f)411,L.M..-.), ; (;_]>)1-61Z (14,--e) qr-e-Q-41} ; NOES: /A(` Q WIC . Mayor ATTEST: City Secretary APPROVED S TO FORM: \(4 City A t rn APPROVED FOR ADMINISTRATION: City Manager s.pr19002 EXHIBIT "A" LEASE AGREEMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF JEFFERSON § This Agreement of Lease made and entered into this day of June, A.D. 2015, by and between the City of Port Arthur, a Municipal Corporation of Jefferson County, Texas, hereinafter referred to as "Lessor", and the PORT ARTHUR YACHT CLUB, INC., a not-for- profit corporation chartered under the laws of the State of Texas, acting herein by its duly authorized officers, hereinafter referred to as "Lessee." WITNESSETH: That the Lessor and Lessee previously entered into a Lease of a portion of the marina on Pleasure Island by Lease Agreement, dated the 8th day of July, A.D. 1974, and a Modification and Amendment to Lease, dated the 13th day of April, A.D. 1989. The Lessee has occupied the premises for the purpose of promoting yachting, boating, and water safety measures in the Port Arthur Lakefront area. Lessee is a 501 (c)(7) not-for-profit organization which fulfills a public purpose that benefits the citizens of Port Arthur. Lessee desires to continue to utilize the property for the purposes set forth in this lease. The aforementioned leases have expired and the parties have agreed as follows: 1. AGREEMENT TO LEASE: DESCRIPTION OF THE PROPERTY. The Lessor leases to the Lessee, and the Lessee rents from the Lessor,the following described real property and improvements,which consists of a club house, screen house, and boat lift crane. Said property shall be used for the operation of a Yacht Club to promote yachting, boating, water safety and related activities for the benefit of the citizens of Port Arthur and for no 1 other purposes. Lessee must at all times maintain a not-for profit corporate charter for such purposes. Lessee shall conduct its affairs and manage its operation so as to endeavor to be an asset to the development of Pleasure Island, and to encourage persons from out of the City and within the City to engage in yachting and boating in Sabine Lake and the offshore waters of the Gulf in Mexico. The facility shall be operated and managed by the members of the Port Arthur Yacht Club. Lessee has constructed a clubhouse structure, a storage shed/screenhouse and has enhanced the property. Lessee has constructed a dry storage hoist and a launching ramps on the demised premises. All buildings and other improvements of a permanent nature affixed to buildings and other improvements of a permanent nature affixed to the land shall remain a part of the premises,property of Lessor. 2. TERMS OF LEASE. The term of the lease is as follows: The term of this lease shall be a period of five years, commencing on June 25, 2015, and ending on June 25, 2020. Provided,however, that the Lessee shall have the right to extend this lease upon prior approval of the City Council for four additional consecutive five year terms, provided that the Lessee has complied with all of its duties under the Lease Agreement. 3. RENTAL. Lessee shall pay to Lessor, an annual fee of$1.00 per year as consideration for this Lease, so long as Lessee fulfills the public purpose of conducting a yacht club,to promote yachting, boating, and water safety in the Port Arthur lakefront area. Any failure to fulfill the covenants, will result in termination of this lease. 2 4. LESSEE'S COVENANTS. A. Lessee has established that its primary use of the premises will serve a valid public purpose further covenants and agrees as follows: 1. Work with citizens to encourage boating, yachting, and water safety; and 2. Host sailing camps and various courses for youth age 6 and above; and 3. Host junior sailing programs; and 4. Host a sailing club extension program with Lamar University; and 5. Host the Sea Scouts program through the Boy Scouts of America; and 6. Host Adventure Series visits; and 7. Host a Rewards Day program through the Port Arthur Public Library; and 8. Host sailing programs for foster children via the Department of Family Services as well as children with the Boys Haven and Girls Haven programs. The above-referenced programs will held on a routine basis throughout the course of the year. Lessee will furnish all boats, food, and supplies for the above referenced program. B. To pay the rent and every installment of it when it comes due; to use the premises in a careful and proper manner for the express purpose of operating the above-referenced community oriented activities; to commit or permit no waste or damages to the premises; to conduct or permit no business or act that is a nuisance or may be in violation of any federal, state, or local law or ordinance; to surrender the premises on expiration or termination of this lease in clean condition and good repair,normal wear and tear excepted, provided,however, that all alterations, additions, and improvements permanently attached and made by Lessee, its 3 successors, sublessees, and assigns (excepting movable furniture, equipment, supplies, inventory, and special air-conditioning equipment installed by Lessee) shall become and remain the property of Lessor on the termination of Lessee's occupancy of the premises. 1. To pay all costs of electricity, water, telephone, and all other utilities used on the premises. All those amounts shall be paid in a timely manner. 2. To maintain at all times during the lease term, at Lessee's cost, a comprehensive general liability policy with limits of$1,000,000 per occurrence combined single limit for bodily injury and property damage,with a$2,000,000 annual aggregate protecting Lessor against all claims or demands that may arise or be claimed on account of Lessee's use of the premises, The Lessee must also maintain at all times a Protection and Indemnity Policy covering any watercraft operations that they own or operate in the amount of$1,000,000. The Lessee must maintain non-owned and hired automobile liability coverage in the amount of$1,000,000. The types of insurance coverage listed above shall be written by a company or companies acceptable to Lessor, authorized to engage in the business of general liability insurance in the state of Texas with an additional insured endorsement naming the City of Port Arthur as well as a waiver of subrogation. The Lessee has Lessee shall deliver to Lessor annual certificates demonstrating that insurance is paid up and copies of the insurance policies issued by the insurance companies. Lessee further agrees to maintain at all times during the lease term, at Lessee's cost, broad-coverage fire and casualty insurance on its property(including inventory) and to provide Lessor with a copy of the policy and a certificate issued by the insurance company demonstrating that insurance is paid up. At its option, Lessor 4 may request Lessee to obtain a certified statement by each insurance carrier containing a clause providing that the insurance carrier will give Lessor 30 days' written notice before any cancellation shall be effective. The insurance policies shall be provided by Lessee and shall be for a period of at least one year. If Lessee fails to furnish policies or certificates showing policies to be paid in full as provided in this lease, Lessor may obtain the insurance, and the premiums on that insurance will be deemed additional rental to be paid by Lessee to Lessor on demand. 3. To prohibit and refrain from engaging or in allowing any use of leased premises that will increase Lessor's premiums for insurance on the building without the express written consent of Lessor. 4. To indemnify and hold harmless Lessor and the leased premises from all costs, losses, damages, liabilities, expenses, penalties, and fines whatsoever that may arise from or be claimed against Lessor or the leased premises by any person or persons for any injury to person or property or damage of whatever kind or character arising from the use or occupancy of the leased premises by Lessee; from any neglect or fault of Lessee or the agents and the employees of Lessee in using and occupying the premises; or from any failure by Lessee to comply and conform with all laws, statutes, ordinances, and regulations of any governmental body or subdivision now or hereafter in force. If any lawsuit or proceeding shall be brought against Lessor or the leased premises on account of any alleged violations or failure to comply and conform or on account of any damage, omission, neglect, or use of the premises by Lessee,the agents and employees of 5 Lessee, or any other person on the premises, Lessee agrees that Lessee or any other person on the premises will defend it, pay whatever judgments may be recovered against Lessor or against the premises on account of it, and pay for all attorneys' fees in connection with it, including attorneys' fees on appeal. 5. In case of damage to glass in the leased premises, to replace it with glass of the same kind, size, and quality as quickly as possible at Lessee's expense. 6. At Lessee's expense,to perform all maintenance and repair required to keep the heating and air-conditioning equipment serving the leased premises in good operating condition during the term of this lease and any renewal term. 7. To make no alterations in or additions or improvements to install any equipment in or maintain signs advertising its business on the premises without, in each case, obtaining the written consent of Lessor. If any alterations, additions, or improvements in or to the premises are made necessary by reason of the special use and occupancy of the premises by Lessee, Lessee agrees that it will make all such alterations, additions, and improvements in or to the premises at its own expense and in compliance with all building codes, ordinances, and governmental regulations pertaining to such work, use, or occupancy. Lessee agrees that it will hold Lessor harmless against all expenses, liens, claims, and damages to either property or person that may or might arise because any repairs, alterations, additions, or improvements are made. To permit Lessor to enter, inspect, and make such repairs to the leased property as 6 Lessor may reasonably desire, at all reasonable times, and to permit Lessor to put on the leased premises a notice that Lessee may not remove stating that the premises are for rent one month preceding the expiration of this lease. 5. Specific covenants In addition to the above referenced requirements, Lessee agree to the following additional duties and responsibilities: 1. At any time during the first five years, Lessee will be responsible for the following: • Repair existing asphalt driveway areas; • Install small floating dock in Screen House area; • Install foundations and set storage containers for pram storage near Screen House; • Make repairs to the Club House, and replacements,plumbing repairs in restrooms and kitchens, and general specific maintenance to interior and exterior of building. 2. The Lessee shall be responsible for the following during the second five year term: • Replace lower docks at Screen House and in front of Club House; • Pour asphalt under the boat hoist; • Repair Screen House roof, sides, and doors. 3. The Lessee shall be responsible for the following during the third through fifth five year terms: • Other building renovations and additions as membership growth allows; and • Maintenance of buildings and newly purposed and completed projects completed per lease agreement 6. LESSOR'S COVENANTS. Lessor covenants and agrees as follows: A. To warrant and defend Lessee in the enjoyment and peaceful possession of the premises during the aforesaid term. B. To maintain at all times during the lease term, at Lessor's cost; 7 (1) A windstorm insurance coverage policy for the premises, in an amount of at least$200,000; (2) Fire/Property; (3) Liability; and (4) Flood Insurance, within 90 days of presentation of an elevation certificate. C. If the premises are destroyed or so damaged by fire, casualty, or other disaster that they become untenantable, Lessor will have the right to render the premises tenantable by repairs as soon as practicable from the damage from the date of damage with reasonable additional time, if necessary, for Lessor to adjust the loss with insurance companies insuring the premises, or for any other delay occasioned by conditions beyond the control of Lessor. If the premises are not rendered tenantable within that time, either party will have the right to terminate this lease by written notice to the other. In the event of such termination, the rent shall be paid only to the date of the damage. If the lease is not terminated,rent nevertheless shall be abated during the period of time from the date of damage to the date of physical occupancy by Lessee or date of complete restoration, whichever occurs first. The Lessor shall be also responsible for: • Lawn maintenance (mow and weed eat club grounds); • Maintain drive ways and levee surfaces • Provide no charge slip for Club boat; • Provide no charge slip for Sea Scouts Boat; 7. DEFAULT IN PAYMENT OF RENT. If any rent required by this lease is not paid when due, Lessor will have the option to: 8 A. Terminate this lease, resume possession of the property, and recover immediately from Lessee the difference between the rent specified in the lease and the fair rental value of the property for the remainder of the term, reduced to present worth; or B. Resume possession and re-lease or rent the property for the remainder of the term for the account of Lessee and recover from Lessee at the end of the term or at the time each payment of rent comes due under this lease, whichever Lessor may choose, the difference between the rent specified in the lease and the rent received on the re-leasing or renting. 8. DEFAULTS OTHER THAN RENT. If either Lessor or Lessee fails to perform or breaches any agreement on this lease other than the agreement of Lessee to pay rent, and this failure or breach continues for 10 days after a written notice specifying the required performance has been given to the party failing to perform, (a)the party giving notice may institute action in a court of competent jurisdiction to terminate this lease or to complete performance of the agreement, and the losing party in that litigation shall pay the prevailing party all expenses of the litigation, including reasonable attorneys' fees; or(b) Lessor or Lessee may, after 30 days'written notice to the other, comply with the agreement or correct any such breach, and the costs of that compliance shall be payable on demand. 9. INSOLVENCY, BANKRUPTCY, ETC., OF LESSEE. If Lessee is declared insolvent or adjudicated a bankrupt; if Lessee makes an assignment for the benefit of creditors; if Lessee's leasehold interest is sold under execution or by a trustee in bankruptcy; or if a receiver is appointed for Lessee, Lessor,without prejudice to its rights hereunder and at its option, may terminate this lease and retake possession of the premises 9 immediately and without notice to Lessee or any assignee, transferee, trustee, or any other person or persons, using force if necessary. 10. LESSOR TO HAVE LIEN. Lessor will have a lien against all goods, equipment, furniture, and other personal property of Lessee brought, stored, or kept on the leased premises during the lease term, in the aggregate amount of all rent, damages, and other sums that may at any time be owed by Lessee to Lessor under the lease. In the event of any default by Lessee, Lessor may foreclose the lien in the same manner that a mortgage would be foreclosed and, in that event, Lessee shall be obligated for all court costs and reasonable attorneys' fees. 11. ELECTION BY LESSOR NOT EXCLUSIVE. The exercise by Lessor of any right or remedy to collect rent or enforce its rights under this lease will not be a waiver or preclude the exercise of any other right or remedy afforded Lessor by this lease agreement or by statute or law. The failure of Lessor in one or more instances to insist on strict performance or observations of one or more of the covenants or conditions of this lease or to exercise any remedy, privilege, or option conferred by this lease on or reserved to Lessor shall not operate or be construed as a relinquishment or future waiver of the covenant or condition or the right to enforce it or to exercise that remedy, privilege, or option; that right shall continue in full force and effect. The receipt by Lessor of rent or any other payment or part of payment required to be made by the Lessee shall not act to waive any other additional rent or payment then due. Even with the knowledge of the breach of any covenant or condition of this lease, receipt will not operate as or be deemed to be a waiver of this breach, and no waiver by Lessor of any of the provisions of this lease, or any of Lessor's rights, remedies, 10 privileges, or options under this lease, will be deemed to have been made unless made by Lessor in writing. No surrender of the premises for the remainder of the term of this lease will be valid unless accepted by Lessor in writing. Lessee will not assign or sublet this lease without Lessor's prior written consent. ,No assignment or sublease will relieve the assignor or sublessor of any obligation under this lease. Each assignee or sublessee, by assuming such status, will become obligated to perform every agreement of this lease to be performed by Lessee, except that a sublessee shall be obligated to perform such agreements only insofar as they relate to the subleased part of the property and the rent required by the sublease. Sublessee will be obligated to pay rent directly to Lessor only after Sublessor's default in payment and written demand from Lessor to Sublessee to pay rent directly to Lessor. 12. ADDRESSES FOR PAYMENTS AND NOTICES. Rent payments and notices to Lessor shall be mailed or delivered to the address set forth on the first page of this lease, unless Lessor advises Lessee differently in writing. Notices to Lessee may be mailed or delivered to the leased premises, and proof of mailing or posting of those notices to the leased premises will be deemed the equivalent of personal service on Lessee. All notices to either party shall be sent by certified or registered mail,return receipt requested. 13. CAPTIONS. The captions and paragraphs or letters appearing in this lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of the sections or articles of this lease or affect this lease in any way. 11 14. TEXAS LAW. This lease will be governed by the laws of the state of Texas, as to both interpretations and performance. 15. ENTIRE AGREEMENT. This lease sets forth all the promises, agreements, conditions, and understandings between Lessor and Lessee relative to the leased premises. There are no other promises, agreements, conditions, or understandings, either oral or written,between them. No subsequent alteration, amendment, change, or addition to this lease will be binding on Lessor or Lessee unless in writing and signed by them and made a part of this lease by direct reference. 16. TERMS INCLUSIVE. As used herein, the terms "Lessor" and "Lessee" include the plural whenever the context requires or admits. 17. REPRESENTATIVES BOUND HEREBY. The terms of this lease will be binding on the respective successors, representatives, and assigns of the parties. IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Lease Agreement on June 5,2015 12 In witness whereof, the parties have executed this Lease Agreement in duplicate counterparts this the day of , 2015. City of Port Arthur BY: Brian E. McDougal, City Manager Attest: Sherri Bellard, City Secretary PORT ARTHUR YACHT CLUB BY: , Commodore Attest: , Secretary 13 CERTIFIED COPY OF CORPORATE RESOLUTION I, , Commodore of the Port Arthur Yacht Club, Incorporation, a not-for-profit corporation duly organized and existing under the laws of the State of Texas, hereby certify that the following is a true and correct copy of a Resolution adopted by the Board of Directors of the Corporation at a meeting held on the day of , 2015 at the offices of the corporation in Port Arthur, Texas, at which meeting all directors, except , were present and voted in favor of such Resolution,which is as follows: "Resolved, that the Port Arthur Yacht Club, Inc. be, and it is, hereby authorized to execute, acknowledge, and except a Lease Agreement to certain lands on Pleasure Island, situated in the city of Port Arthur, Texas, with such Lease Agreement being attached hereto just as if the same had been incorporated verbatim in this document. Be if further resolved that the Corporation shall be authorized to carry out all of the aggregations of the Lessee outlined in such a Lease, and in addition thereto, shall pay an annual fee of$1.00 per year to the City of Port Arthur, Texas in consideration for this Lease". I further certify that is the Commodore of the Corporation,that is the Secretary of the Corporation, and that the foregoing Resolution is in conformity, and not in conflict, with the By-Laws and Charter of the Corporation. EXECUTED this day of 2015. 14 , Commodore Port Arthur Yacht Club STATE OF TEXAS § COUNTY OF JEFFERSON § SWORN TO AND SUBSCRIBED BEFORE ME, the undersigned authority, by the said , Commodore of the Port Arthur Yacht club, to certify which witness my hand and seal of office this, the day of , 2015. Notary Public, State of Texas 15