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HomeMy WebLinkAboutResolution - 5646 - Lease Agreement - Market Lubbock Inc - 1301 Broadway - 09_25_1997Resolution Item #41 September No. 5646 25, 1997 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Lease Agreement with Market Lubbock, Inc., attached herewith, which Agreement shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 25th day of September , 1997. j-'4 � 4�1 �( -, WINDY SITT ,MAYOR ATTEST: Kayii i Darnell, City Secretary APPROVED AS TO CONTENT: Robert Massengale, of Electric Utilities APPROVED AS TO FORM: -,e�a ly�-- arold Willard, Assistant City Attorney da/ccdocs/a-mrklbk. res July 31, 1997 Resolution No. 5646 Item #41 September 25, 1997 LEASE AGREEMENT THE STATE OF TEXAS § COUNTY OF LUBBOCK § This LEASE AGREEMENT, hereinafter referred to as the "Agreement" or "Lease," is entered into at Lubbock, Texas, by and between the City of Lubbock, Texas, hereinafter referred to as "Lessor," and Market Lubbock, Inc., hereinafter referred to as "Lessee." WITNESSETH: WHEREAS, Lessor intends to purchase a building and a tract of land at 1301 Broadway, Lubbock County, Texas, and more particularly described as all of Block 130, Original Town Addition to the City of Lubbock, Lubbock County, Texas; and WHEREAS, Lessee desires to lease office space in the above -described building from Lessor and Lessor deems it advantageous to itself to lease such space unto Lessee; ARTICLE I NOW THEREFORE, for and in consideration of the covenants and conditions herein contained and other valuable consideration, Lessor hereby authorizes Lessee to exercise the rights, powers and privileges hereinafter set forth and does hereby lease to the Lessee certain premises, hereinafter described and called "Leased Premises," which are designated on Exhibit A attached hereto and incorporated herein by reference as part of this Agreement. 1.01. LEASED PREMISES. The Leased Premises shall include only the interior portion of the building located at 1301 Broadway, Lubbock County, Texas, which is specifically designated on Exhibit A. Lessee shall have exclusive use of the Leased Premises and may share with other tenants usage of conference rooms, restrooms, kitchen facilities and similar common areas located within the building at no additional cost. 1.02. PURSE Lessee's use of the Leased Premises shall be for the sole purpose of conducting those business operations for which it was chartered. 1.03. CONTINGENCY. This Lease is contingent upon the Lessor being able to purchase the above -described building and tract of land on terms and conditions acceptable to the Lessor. In the event the Lessor is not able to consummate the purchase of such building and land within three (3) months of execution of this Agreement, this Agreement shall be null and void and of no fiurther force and effect. ARTICLE U TERM 2.01. The term of this Agreement shall be for a period of five (5) years commencing on the day of .1997, and ending on the day of 2002, subject, however, to earlier termination as hereinafter provided under Article V. If this Agreement is not terminated pursuant to Article V, Lessee may extend this Agreement for an additional period of five (5) years by written notification to the City Manager of the Lessor that an extension is desired at least thirty (30) days prior to expiration of this Agreement; provided, however, that the rental rate for the use of the Leased Premises shall be subject to renegotiation ARTICLE III RENTAL 3.01. RENTAL In consideration of the rights and privileges herein granted, Lessee shall pay to Lessor an annual rental for the Leased Premises of Twenty -Five Thousand One Hundred Thirty -Three DOLLARS ($25,133.00), which rental shall be payable in twelve monthly installments of Two Thousand Ym -Four DOLLARS ($2,094.00) prior to the tenth (loth) day of each month this Agreement is in effect. LEASE AGREEMENT - MARKET LUBBOCK, INC, PAGE 2 3.02. RENTAL ADJUSTMENT. Except for January 1, 1998, the aforesaid rental rate shall be adjusted upward Three Percent (3%) on January 1 of each year this Agreement remains in effect. 3.03. COMMENCEMENT AND PRORATION OF RENTALS. Rentals shall begin accruing on the date that Lessee commences operations on the Leased Premises and will be prorated for any period of occupancy which is less than a full month. 3.04. DEFAULT FOR FAILURE TO PAY RENTALS. If Lessee fails to pay any rentals due hereunder within twenty (20) days after Lessor transmits a statement thereof to Lessee, the City Manager or his designated representative may, at his option, upon ten (10) days written notice to Lessee, immediately or at any time thereafter, enter into and upon the Leased Premises, or any part thereof in the name of the whole, and repossess the same without being deemed guilty of trespass. 3.05. PAYMENTS. All payments that become due and payable by Lessee shall be made to the City of Lubbock at the office of the City Manager, City Hall, 1625 13th Street, Lubbock, Texas 79457. ARTICLE IV GENERAL CONDITIONS This Lease is granted subject to the following provisions and conditions: 4,01. RULES AND REGULATIONS. In conducting its business on the Leased Premises, Lessee shall comply with all federal, state and local laws, ordinances, rules and regulations now in force or hereinafter prescribed or promulgated by authority or by law. 4.02. IMPROVEMENTS OR ALTERATIONS. Those improvements illustrated on Exhibit A shall be constructed by Lessor at its expense and in accordance with Class A office standards, as defined in Exhibit B. Lessee shall not make, permit or suffer any additions, improvements or alterations to the Leased Premises without prior written consent of the City Manager of Lessor. Any such additions, improvements or alterations made with the consent of the City Manager shall be solely at the expense of Lessee, and LEASE AGREEMENT - MARKET LUBBOCK, INC. PAGE 3 unless such consent provides specifically that title to the additions, improvements or alterations so made shall vest in Lessee, title thereto shall at all times remain in Lessor, and such additions, improvements or alterations shall be subject to all terms, covenants and conditions of this Lease. The Lessee agrees to hold Lessor harmless from mechanic's and materialman's liens arising from any construction, additions, improvements, repairs or alterations effected by the Lessee. 4.03. REMOVAL AND DEMOLITION. Lessee shall not remove or demolish, in whole or in part, any improvements that already exist on the Leased Premises without prior written consent of the City Manager of Lessor, who may, in his discretion, condition such consent upon the obligation of Lessee to replace the same improvements specified in such consent upon termination of this Lease. The City Manager shall not withhold consent unreasonably and shall not impose unreasonable conditions on his consent. 4.04. LIENS. Lessee shall not bind or attempt to bind Lessor for payment of any money in connection with installations, alterations, additions or repairs to the Leased Premises or to any of Lessee's equipment or facilities located on the Leased Premises and shall not permit any mechanic's, materialman's or contractor's liens to arise against the Leased Premises or any improvements, equipment, machinery or fixtures thereon belonging to Lessor, and Lessee expressly agrees that it will keep and save Lessor harmless from all costs and damages resulting from any lien or Gens of any character created or that may be asserted through any act or thing done by Lessee. 4.05. LESSEE'S DUTY TO DEFEND. In the event any mechanic's or other liens or orders for payment shall be filed against the Leased Premises or improvements thereon, or the property of Lessor located thereon as a result of actions or omissions attributable to Lessee during the term of this Agreement, or during any extension hereof, Lessee shall within ten (10) days cause the same to be canceled and discharged of record by bond or otherwise, at the election and expense of Lessee, and shall also defend on behalf of Lessor, LEASE AGREEMENT -- MARKET LUBBOCK, INC. PAGE 4 at Lessee's sole cost and expense, any action, suit or proceeding which may be brought thereon or for the enforcement of such liens or orders. 4.06. INSPECTION OF LEASED PREMISES. Lessor, acting by and through its City Manager or his designated representatives, shall have the right to inspect the Leased Premises at all reasonable times during the term of this Lease and during any extension thereof. 4.07. MAINTENANCE. Lessor shall be responsible for all maintenance, upkeep and repairs reasonably necessary to keep the Leased Premises in a safe and serviceable condition. Lessor shall maintain the Leased Premises in a presentable condition consistent with good business practice; shall maintain and repair all improvements, facilities and equipment thereon owned by Lessor; and shall repaint the wails of the Leased Premises as necessary to maintain a clean and attractive appearance. All such maintenance and repairs will be performed with quality materials and in a workmanlike manner. 4.08. JANITORIAL SERVICE. Lessor shall furnish janitorial services to the Leased Premises and public areas of the building five (5) times per week during the term of this Lease (excluding holidays) and during any extension of the term. Lessor shall not be obligated to provide janitorial services to kitchens or storage areas included in the Leased Premises. 4.09. LESSEE'S DUTY TO REPAIR. Notwithstanding Section 4.08, any property of Lessor, or for which Lessor may be responsible, which is damaged or destroyed incident to the exercise of the rights or privileges herein granted, or which damage or destruction is occasioned by the negligence of Lessee, its employees, agents, servants, patrons or invitees, shall be properly repaired or replaced by Lessee to the satisfaction of the City Manager of Lessor. 4.10. TRASH DISPOSAL. Lessor shall provide a complete and proper arrangement for the adequate sanitary handling and disposal, away from the Leased LEASE AGREEMENT -- MARKET LUBBOCK, INC. PAGE 5 Premises, of all trash, garbage and other refuse resulting from Lessee's business operations authorized by this Agreement. 4.11. UTILITIES. Lessor agrees to provide Lessee with all gas, water and electricity reasonably necessary for Lessee's use of the Leased Premises. 4.12. TAXES, ASSESSMENTS AND LICENSES. Lessee shall promptly pay all taxes and assessments of whatever character that may be lawfully levied or charged upon Lessee's leasehold improvements and upon Lessee's use of the Leased Premises. Lessee shall obtain and pay for all licenses and permits necessary or required by law for the construction of any additional improvements, the installation of equipment and furnishings, and any other licenses and permits necessary for the conduct of its business. 4.13. HOLD HARMLESS. Lessee agrees to indemnify, defend and forever save Lessor, its authorized agents, representatives and employees, harmless from and against any and all penalties, liability, annoyances and losses resulting from claims or court actions of any nature arising directly or indirectly out of any acts or omissions of Lessee, its agents, servants, guests, employees and business visitors under this Agreement. However, in providing such indemnification or defense, Lessee shall have the right to retain legal counsel of its own choice and to settle or adjust such claims or court actions in any manner Lessee deems appropriate. 4.14. PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE. Lessee shall maintain at all times during the term of this Lease, and during any extension thereof, at its sole expense, with an insurance underwriter acceptable to the City Manager of Lessor and authorized to do business in the State of Texas, adequate insurance against claims of public liability and property damage resulting from Lessee's business activities on the Leased Premises. The amount of insurance coverage shall not be less than ONE HUNDRED THOUSAND DOLLARS ($100,000) for property damages as a result of any one event, or less than THREE HUNDRED THOUSAND DOLLARS ($300,000) for personal injury or death of any one person in any one event, or less than FIVE LEASE AGREEMENT -- MARKET LUBBOCK, INC. PAGE 6 HUNDRED THOUSAND DOLLARS ($500,000) for personal injury or death of two or more persons in any one event. All policies shall contain an agreement on the part of the respective insurers waiving the right of such insurers to subrogation. Certificates of insurance or other satisfactory evidence of insurance shall be filed with the City Manager upon commencement of the term of this Lease. Each policy shall name the City of Lubbock, Texas, as an additional insured as its interest may appear, require the insurer to notify the City Manager of the City of Lubbock of any alteration, nonrenewal or cancellation, and remain in full force and effect until at least ten (10) days after such notice of alteration, nonrenewal or cancellation is received by the City Manager. Prior to the renewal date of each policy owned by Lessee, separate evidence of renewal shall be provided to the City Manager of the Lessor. 4.15. INDEMNITY. Lessee agrees to hold the Lessor free and harmless from loss from each and every claim and demand of whatsoever nature made on behalf of or by any person or persons and resulting from Lessee's business operations and/or use of the Leased Premises, and from all loss and damages by reason of negligence of the Lessee, its agents, servants or employees. However, in defending against such claims and demands, Lessee shall have the right to retain legal counsel of its own choice and to settle or adjust such claims in any manner Lessee deems appropriate. 4.16. LESSEE SHALL VACATE. On or before the date of expiration of this Agreement, Lessee shall vacate the Leased Premises, remove all property of Lessee, and restore the Leased Premises and any improvements, facilities and equipment thereon to the same or better condition on such date of expiration as when received, ordinary wear and tear excepted. If, however, this Lease is terminated pursuant to Article V, Lessee shall vacate the Leased Premises, remove said property, and restore the Leased Premises, and any improvements, facilities and equipment thereon as aforesaid within thirty (30) days following the date of such termination; provided, however, that Lessee's right to remove its property is subject to the condition that Lessee has paid in full all amounts due and LEASE AGREEMENT -- MARKET LUBBOCK, INC. PAGE 7 owed to Lessor under this Agreement. If Lessee shall fail or neglect to remove said property and so restore the Leased Premises and all improvements, facilities and equipment thereon on or before said expiration date or within thirty (30) days of such termination, then at the option of Lessor, said property shall either become the property of Lessor without compensation therefor or the Lessor may cause such property to be removed, the Leased Premises and any improvements, facilities and equipment included thereon to be restored at the expense of Lessee, and no claim for damages against the Lessor, or its officers, agents or employees shall be created or made on account of such removal and restoration. 4.17. NO ASSIGNMENT OR SUBLETTING. Except with prior written consent of the City Manager of the Lessor, Lessee shall not sublet any part of the Leased Premises or assign any of its rights hereunder. No such assignment or subletting made with the consent of the City Manager shall affect Lessee's obligations to make all required rental payments hereunder upon default of any assignee or subtenant. Lessee shall not at any time assign, transfer, pledge or otherwise alienate this Agreement or any interest herein without the prior written consent of the City Manager of Lessor. 4.18. WAIVER. The failure of Lessor to insist in any one or more instance upon performance of any of the terms, covenants or conditions of this Lease shall not be construed as a waiver or relinquishment of the future performance of any such terms or conditions, and Lessee's obligation with respect to such future performance shall continue to be in full force and effect. Furthermore, the acceptance of rentals by Lessor after Lessee's failure to perform, keep or observe any of the terms, covenants or conditions of this Lease shall not be deemed a waiver by Lessor to cancel this Agreement for such failure. ARTICLE V TERMINATION LEASE AGREEMENT -- MARKET LUBBOCK, INC. PAGE 8 This Agreement is subject to termination for the reasons set forth below, provided that ten (10) days written notice is given to the nonterminating party. 5.01. LESSEE'S RIGHT TO TERMINATE. Lessee may terminate upon the Lessor's breach of any of the terms, covenants or conditions of this Agreement to be kept, performed and observed by Lessor, and the failure of Lessor to remedy such breach for a period of thirty (30) days after written notice from Lessee of the existence of such breach. Lessee shall also have the right to terminate this Agreement if a substantially similar agreement is not executed by the Lubbock Chamber of Commerce and by Marketing, Entertainment, Tourism, Travel, Sports, Inc. within thirty (30) days of he execution of this Agreement by Lessee. 5.02. LESSOR'S RIGHT TO TERMINATE_ Lessor may terminate upon the happening of any of the following: A. If the Lessee makes an assignment for the benefit of creditors; or files a voluntary petition of bankruptcy; or if proceedings in bankruptcy are instituted against Lessee and Lessee is thereafter adjudicated as bankrupt pursuant to such proceedings; or if a receiver for Lessee's assets is appointed; or if Lessee petitions or applies to any tribunal for the appointment of a trustee or receiver for Lessee under any bankruptcy, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect_ B, If Lessee shall abandon and discontinue operations under this Agreement. C. If Lessee shall default in or fail to make any rental payments at the time and in the amounts required under this Agreement. D. If Lessee shall fail to perform, keep and observe all of the covenants and conditions contained in this Agreement to be performed, kept and observed by Lessee. E. If Lessee shall fail to abide by all applicable laws, ordinances, rules and regulations of the United States, State of Texas and City of Lubbock. LEASE AGREEMENT -- MARKET LUBBOCK, TNC, PAGE 9 Except where this Lease provides for immediate termination, Lessor shall give written notice to Lessee to correct or cure any such default, failure to perform or breach and if, within ten (10) days from the date of such notice, the default, failure to perform or breach complained of shall not have been corrected in a manner satisfactory to the City Manager of Lessor, then and in such event the City Manager shall have the right, at once and without further notice to Lessee, to declare this Agreement terminated and to enter upon and take full possession of the Leased Premises and, provided further, that upon the happening of any of the contingencies enumerated in Article V, Section 5.02, numbered Paragraph A hereof, this Agreement shall be deemed to be breached by Lessee and thereupon "ipso facto," and without entry or any other action by Lessor, shall automatically terminate and be reinstated only if such involuntary bankruptcy or insolvency proceedings, trusteeship, receivership or other legal act divesting Lessee of its rights under this Agreement shall be denied, set aside, vacated or terminated in Lessee's favor within thirty (30) days from the happening of the contingency. Upon the happening of any of said latter events, this Agreement shall be reinstated as if there had been no breach occasioned by the happening of the contingency, provided that Lessee shall, within ten (10) days after the final denial, vacating or setting aside of such petition, or the vacating, terminating or setting aside of such appointment, pay or discharge any and all sums of money which may have become due under this Agreement in the interim and remain unpaid, and shall likewise fully perform and discharge all other obligations which may have accrued or become payable in the interim. 5.03. FIRE DAMAGE. In the event the Leased Premises are damaged by fire or other accidental cause during the term of this Agreement or during any extension thereof, so as to become totally unusable, Lessor shall have the option to restore such Leased Premises. If Lessor exercises its option to restore the same, Lessor shall proceed with due diligence. If the damage is so extensive as to amount practically to the total destruction of the utility of the Leased Premises for the purposes expressed in this Agreement, Lessee's LEASE AGREEMENT -- MARKET LUBBOCK, INC. PAGE 10 obligation to pay rentals hereunder shall abate for the time and to the extent that the Leased Premises have been rendered unusable. Should Lessor not exercise its option to restore the Leased Premises, this Lease shall terminate, such termination to be effective on the date of damage by fire or other accidental cause, and all rentals due pursuant to this Agreement shall be apportioned to that date. 5.04. OWNERSHIP. Within thirty (30) days after expiration or termination of this Agreement, as herein provided, the Lessee shall remove from the Leased Premises equipment, goods, chattels and fixtures belonging to Lessee and restore the Leased Premises to the condition in which they were received, reasonable wear and tear excepted. In the event of the failure on the part of Lessee to remove from the Leased Premises all property owned by Lessee under the requirements set forth in this paragraph, Lessor may effect such removal and store such property at Lessee's expense. In the event the Lessee fails to pay this expense within thirty (30) days, such property will be deemed abandoned and title will vest in Lessor; however, this shall in no way relieve the Lessee of the debt incurred. Lessee shall pay a sum equal to the rentals stipulated herein, prorated to the period of time that Lessee's property remains on the Leased Premises after expiration or termination of this Agreement. In the event Lessor terminates this Agreement for cause, as contained herein, or if Lessee discontinues its business on the Leased Premises at any time prior to expiration of the term, or the expiration of the extension, Lessor shall retain ownership of Lessee's property to the extent of the rentals due for the remainder of the term or extension. ARTICLE VI MISCELLANEOUS PROVISIONS 6.01. NOTICES. Notices to the Lessor provided for herein shall be sufficient if sent by certified mail, postage prepaid, addressed to the City Manager, City Hall, 1625 13th Street, Lubbock, Texas 79457, and notices to Lessee, if sent by certified mail, postage prepaid, to _ LEASE AGREEMENT -- MARKET LUBBOCK, INC. PAGE A 1 6,02. HOLDING OVER. In the event Lessee remains in possession of the Leased Premises after the expiration of this Agreement, without any written renewal or extension of this Agreement, such holding over shall not be deemed as a renewal or extension of this Lease, and may be terminated at any time by the City Manager of the Lessor. 6.03. RIGHT OF FIRST REFUSAL. Lessee shall have the right of first refusal to lease the conference room and two (2) offices (as indicated on Exhibit A) at the same rental rate per square foot payable for the Leased Premises. Such conference room and offices shall be constructed by Lessor in accordance with Class A office standards, as defined in Exhibit B. Lessee's right of first refusal under this paragraph must be exercised within thirty (30) days of receipt of notice from the Lessor of its intention to lease such conference room and/or offices; otherwise, such right of first refusal shall expire. LEASE AGREEMENT -- MARKET LUBBOCK, INC. PAGE 12 Executed this 25th day of September , 1997. MARKET LUJ�BOCK, INC. CITY OF LUBBOCK, TEXAS of the Board ATTEST: H W ; gs/cityatt/A-MktLb. doc August 15, 1997 Windy Sitton, MaVbr ATTEST: Ka � Darnell, City Secretary 1 APPROVED AS TO CONTENT: A2obertassengale Director of Lubbock Power & Light APPROVED AS TO FORM: arold Willard, ssistant City Attorney LEASE AGREEMENT -- MARKET LUBBOCK, INC. PAGE 13 i For the purpose of this lease space agreement, Class A Office Space shall he defined as follows: Office Space construction and interior finishes shall meet the following minimum specifications: 1, Floors: Direct glue down, 24 - 28 ounces per square yard, 100 % nylon, dense loop pile carpet with acceptable static performance for general commercial environments. 2. Wall Base: 4" high, 1 /8" gauge standard top -set rubber cove base. 3. Walls: One hour fire rated gypsum wallboard partitions extending above ceiling. Finish to be spray applied orange peel pattern texture and painted with flat latex or semigloss alkyd -enamel coatings. 4. Ceilings: 24"x24"x5/8" thick non -directional fissured lay -in acoustical panel ceiling with standard 15/16" exposed metal suspension system. 5. Doors and Frames: 18 gauge hollow metal frames (painted) with 1 3/4", custom grade, solid core, red oak veneer doors for transparent finish. All door hardware to comply with current ADA standards. 6. HVAC: Each space to be provided with central vented heat and refrigerated air conditioning. Mechanical system shall provide an indoor environment which is healthful, comfortable and free of objectionable odors. The ventilation system shall comply with the requirements of the latest ASHRAE Standards. 7. Lighting: Each space to be provided with flourescent lighting which will provide a minimum of 70 footcandies on all surfaces 30 inches above floor level. 8. Power: Each space to be provided with a minimum of one duplex electrical outlet on each wall. Walls in excess of twenty feet shall be provided with one duplex electrical outlet every ten feet. Each space to be provided with one junction box for telephone/data requirements. Telephone and data wiring to be provided by the Lessee. End of Exhibit "13" _ EXHIBIT "A" LEASED PREMISES INCLUDE HIGHLIGHTED OFFICE SPACE AND SIX (6) PARKING SPACES IN THE PARKING BUILDING. RIGHT OF FIRST REFUSAL SPACE INDICATED BY GREEN HIGHLIGHTED AREA 0"% SECOND FLOOR LEVEL - LEASE SPACE FOR WIRKET LUBBOCK, INC. AND M.E.T.T.S. 1301 BROADWAY 79401 SCALE 1 /1 B' = 1'-0' AllGt15T 7, 1997