LEASE AGREEMENT
THIS LEASE AGREEMENT, made this day of ______, 2001, by and between the CITY OF COLLEGE STATION, a Texas home rule municipal corporation (hereinafter referred to as “LANDLORD”), and the COLLEGE STATION BUSINESS DEVELOPMENT CORPORATION, a Texas non-profit corporation (hereinafter referred to as “TENANT”).
WHEREAS, the LANDLORD owns certain premises located at 3800 Raymond Stotzer Parkway, City of College Station, Brazos County, Texas, more particularly described as follows:
Being a 2.45 acre tract, being Tract 1.1, out of the J.H. Jones Survey, A-148, College Station, Brazos County, Texas, described in Volume 384, Page 456, Deed Records of Brazos County, Texas; save & except .9417 acres conveyed in Volume 870, Page 748, Deed Records of Brazos County, Texas, more commonly known as 3800 Raymond Stotzer Parkway; and
WHEREAS, the LANDLORD wishes to lease to TENANT, and TENANT wishes to lease from LANDLORD, the premises more particularly described herein to further economic development purposes in College Station for lease to qualified prospects. and
WHEREAS, the LANDLORD has determined that leasing the premises to TENANT under the terms and conditions set out herein and in the Economic Development Agreement dated January 11, 2001, between the City of College Station, the College Station Business Development Corporation, and Mesa Marble and Stone Inc. furthers economic development in College Station;
NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the LANDLORD and TENANT agree as follows:
1. Definitions: As used herein, the terms defined in this Section shall have the meanings set forth herein.
1.1 Buildings: The improvements, fixtures, equipment and the like which are located on the Land.
1.2 Land: The real estate, together with all the rights of way, privileges and appurtenances thereunto belonging or in anywise appertaining, situated at 3800 Raymond Stotzer Parkway, City of College Station, Brazos County, and more particularly described above.
1.3 Landlord means the City of College Station, Texas, a Home-rule municipal corporation, its agents, employees, invitees, licensees or visitors.
1.4 Premises means the Land and the Buildings as defined herein.
1.5 Rent means base rent plus any other amounts of money due Landlord by Tenant.
1.6 Tenant means the College Station Business Development Corporation and its agents, employees, invitees, licensees, visitors, sublessees or assignees authorized pursuant to Section 4 of this lease.
2. Term of Lease: The term of this Lease shall be for a period of twenty-three months beginning on February 1, 2001, and expiring on December 31, 2002. The commencement of the lease term may occur after February 1, 2001 up until February 15, 2001 upon request of the Landlord if the repairs listed in Exhibit "A" are not completed. The lease will NOT renew upon expiration but a new lease may be negotiated between the parties.
3. Rent:
3.1 TENANT agrees to pay to LANDLORD throughout the term of this Lease, in addition to all other amounts due hereunder, a lease payment of Fifteen Cents ($0.15) per square foot for a total of $2,889.60 payable on the first day of each month upon execution of this lease. This lease payment may be increased by Landlord to cover the cost of air conditioning repairs in excess of those itemized in Exhibit "A" to repair the air conditioning/heating system in working condition.
3.2 TENANT shall pay all property taxes, utilities, and maintenance expenses as defined in Sections 9 through 12 below during the term of this Lease.
3.3 TENANT shall pay a late charge of five percent (5%) of any Rent not received by Landlord by the tenth day of the month in which it is due.
3.4 Prior to the lease term and without rental charge, TENANT may enter the property for the following purposes: clean-up on the property and to move-in TENANT's equipment. However, TENANT may not begin operations or conduct business in the building until the commencement of the lease term and may not interfere with or delay the LANDLORD's contractor from performing the repairs listed in Exhibit "A" during this period.
3.5 LANDLORD shall not be liable for any damage, destruction or loss of TENANT's property and TENANT expressly waives any such claim for property loss or damage prior to the commencement of the lease term.
4. Assignment and Subleases: TENANT may not assign its interest in the Lease or sublet the premises without LANDLORD’s express written consent.
5. Insurance:
5.1 Throughout the term of this Lease Agreement, LANDLORD shall, at its sole cost and expense, keep the Buildings insured against loss or damage by fire and against all loss or damage by other risks now or hereafter embraced by the standard form of extended coverage endorsement regularly available from major insurers of fire and other hazards, in an amount not less than one hundred percent (100%) of the then full replacement cost, subject to a deductible not greater than Ten Thousand Dollars ($10,000.00) throughout the term of this lease.
5.2 TENANT, at its sole cost and expense, shall maintain personal injury and property damage liability insurance against claims for personal injury, death or property damage occurring in or about the Premises providing protection during the term of this Lease for not less than One Million Dollars ($1,000,000.00) in one accident, and not less than One Million Dollars ($1,000,000.00) for property damage. Such policies issued hereunder shall name the LANDLORD as an additional insured.
5.3 TENANT shall deliver certificates of insurance to LANDLORD upon execution of this lease and annually or when requested thereafter.
6. Quiet Enjoyment: So long as the TENANT pays the rent provided for in this Lease, and has not breached any of its obligations under this Lease Agreement or Economic Development Agreement, the LANDLORD covenants that the TENANT may peaceably and quietly have, hold, and enjoy the Premises for the entire term without hindrance or interruption by LANDLORD or any other person or persons claiming by, through, or under LANDLORD, subject, nevertheless, to the terms of this Lease Agreement and Economic Development Agreement.
7. Title; Zoning: LANDLORD represents to TENANT that LANDLORD owns the Premises and has the right and authority to enter into, execute and deliver this Lease. The property is currently zoned M-1.
8. No Guarantees or Warranties: Nothing contained in this Lease Agreement shall be construed as a guarantee of continuous occupancy or operation on by LANDLORD. LANDLORD makes no implied or express warranty of any kind including but not limited to the warranty of fitness for a particular purpose, warranty of habitability, warranty of merchantability or warranty of commercial suitability or the condition or environmental state of the property or premises. The property and premises is leased to tenant AS IS WITH ALL FAULTS. TENANT covenants and agrees that it has inspected the Premises, building lease space and improvements situated on the Premises and has decided that the Premises are suitable for the purposes for which the same have been leased by TENANT.
9. Repairs and Maintenance:
9.1 Prior to February 15, 2001, LANDLORD shall make repairs and improvements as listed in Exhibit “A". Upon completion of the repairs, TENANT shall schedule a walk-through of the premises with LANDLORD to inspect the air-conditioning/heating system. If additional repairs to the air-conditioning/heating system are required to render the air conditioning/heating system in working condition, LANDLORD agrees to make the repairs and shall adjust the rental as provided in Section 3.1 hereinabove.
9.2 LANDLORD shall maintain the Premises in its existing structural condition and repair and shall make all necessary structural repairs and replacements that are necessitated or caused by parties other than TENANT, its assigns or employees, its sub-TENANTs, or any of their agents. Provided however, in no event shall such repairs and replacements exceed a maximum amount of $10,000.00 for any and all repairs during the lease period. If necessary repairs exceed $10,000.00, then LANDLORD or TENANT may terminate this Lease and neither party shall have any further obligation or liability. “Structural” as herein used means the framework, exterior walls (excluding windows, window glass, plate glass) and doors, roof, and foundation of the Premises and all utility lines, pipes, and conduits to the Premises to a point where they first penetrate the outside of the wall or floor slab area of the Premises.
9.3 TENANT shall make all other repairs and replacements that are not the responsibility of the LANDLORD including, but not limited to: air conditioning, heating, plumbing, water, sewer, plate glass, doors, the mechanical openers and closers of said doors, windows, maintenance, and replacements, loading docks and ramps, and the total interior of the Premises.
9.4 The TENANT shall at all times keep the Premises and all partitions, doors, fixtures, equipment, and appurtenances thereof, including lighting, in good working order, condition, and repair by proper maintenance and replacement when necessary. TENANT shall be responsible for the routine upkeep of the Premises, including but not limited to landscaping, exterior maintenance, decorating, and interior maintenance.
9.5 TENANT shall repair any damage to the Premises caused by TENANT.
9.6 TENANT shall keep the sidewalks, service ways, and loading areas adjacent to the Premises clean and unobstructed.
9.7 TENANT shall submit in writing to LANDLORD any request for repairs, replacement and maintenance that are the obligations of the LANDLORD.
9.8 TENANT shall pay all costs caused by introducing materials, other than ordinary human waste into the septic system or sewer system.
9.9 TENANT shall install and maintain any dilution tanks, holding tanks, settling tanks, sand traps, or other devices required by law for TENANT's use of the septic system or sewer system, in the event that sanitary sewer service is provided during the lease term.
9.10 TENANT agrees not to use the Premises for any purpose other than that stated in the lease; create a nuisance; permit any waste, use the Premises in any way that is extra hazardous or would increase insurance premiums or would void insurance on the Premises; change the LANDLORD's lock system without the prior written approval of LANDLORD and provided that TENANT promptly provides a key to the Premises or allow a lien to be placed on the Premises.
10. Emergency Repairs: In the event that TENANT reasonably finds that property or persons are in imminent peril of damage or injury as a result of a defect in the premises, which defect is the responsibility of LANDLORD, TENANT shall immediately notify LANDLORD who shall promptly repair the defect.
11. Alterations: Any physical additions or improvements to the Premises made by TENANT will become the property of LANDLORD. If TENANT does not exercise its option to purchase the Premises, LANDLORD may require that TENANT, at the termination of this lease 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 and tear excepted.
12. Utilities: TENANT shall promptly pay or cause to be paid all charges for heat, air conditioning, water, gas, electricity, telephone, sewer or other utility used or consumed on or in the Premises by TENANT during the term of this Lease.
13. Right of Entry: TENANT shall allow LANDLORD to enter the Premises to perform LANDLORD's obligations, inspect the Premises, and show the Premises to prospective purchasers or tenants.
14. Use of the Premises: TENANT’s use of the Premises shall comply with all laws, ordinances, regulations, and restrictive covenants applicable to the use, condition, and occupancy thereto including the rules and regulations of the Premises adopted by Landlord. TENANT shall obtain all governmental licenses and/or permits necessary to utilize the Premises for its intended use.
15. Casualty/Total or Partial Destruction
15.1 If the Premises are damaged by casualty and can be restored within ninety days, LANDLORD will, at its expense, restore the Premises to substantially the same condition that existed before the casualty. If LANDLORD fails to complete restoration within ninety (90) days from the date of written notification by TENANT to LANDLORD of the casualty, TENANT may terminate this lease by written notice to LANDLORD. Such termination shall not be considered a default under the Economic Development Agreement.
15.2 If the Premises cannot be restored within ninety (90) days, LANDLORD has an option to restore the Premises. If LANDLORD chooses not to restore, this lease will terminate. If LANDLORD chooses to restore, LANDLORD will notify TENANT of the estimated time to restore and give TENANT an option to terminate this lease by notifying LANDLORD within ten days. If TENANT does not terminate this lease, the lease will continue and LANDLORD will restore the Premises as provided in 15.1 above.
15.3 To the extent the Premises are untenantable after the casualty and the damage was not caused by TENANT, the Rent will be adjusted as follows: Tenant's obligation under Section 3.2 of the Lease to pay utilities and maintenance expenses shall be abated until Tenant is able to promptly restore its operations in the Premises.
16. INDEMNITY: Tenant indemnifies Landlord from and against any and all claims, losses, damages, causes of action, suits and liabilities of every kind to persons or property sustained or claimed to have been sustained by anyone by reason of the operation, use or occupation of the Property by Tenant, whether such use is authorized or not, or by any act or omission of Tenant or any of its officers, agents, employees, guests, patrons, or invitees, and tenant shall pay for all and any damage to the Property, or loss or theft of such property, done or caused by those persons. This indemnification includes attorney's fees, costs, and expenses incurred by Landlord.