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HomeMy WebLinkAboutResolution - 2001-R0178 - Lease Agreement With Lubbock Symphony Orchestra - 05/10/2001Resolution No. 2001—RO178 May 10, 2001 Item No. 43 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 between the City of Lubbock and Lubbock Symphony Orchestra, and all related documents. Said Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 10th day of May , 2001. WINDY SI , ATTEST: G4►- — Rebecca Garza, City Secretary APP VE S TO CONTENT: Patil E. Thompsorl Managing Director of Electric Utilities AS TO FORM: L. Wade City Attorney MLW:cp Cityatt/Matt&Ccdocs/LubbSymphonyOrchestra.Res May 3, 2001 r Resolution No. 2001—RO178 May 10, 2001 Item No. 43 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, and Lubbock Power & Light, hereinafter referred to as "Lessor," and Lubbock Symphony Orchestra, Inc., hereinafter referred to as "Lessee." WITNESSETH: WHEREAS, Lessor owns buildings 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 buildings 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 as Suites 2 & 3 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 buildings located at 1301 Broadway, Lubbock County, Texas, which is specifically designated as Suites 2 & 3 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, storage facilities and similar common areas located within the buildings at no additional cost. Page 1 of 12 1.02. PURPOSE. Lessee's use of the Leased Premises shall be for the sole purpose of conducting those business operations expressed in its charter, as may be amended from time to time. ARTICLE II - TERM 2.01. The term of this Agreement shall be for a period of five (5) years commencing on the 1St day of August, 2001, and ending on the 31stday of July, 2006, 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 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 Eighteen Thousand Dollars ($18,000.00), which rental shall be payable in twelve monthly installments of One Thousand Five Hundred Dollars ($1,500.00), prior to the tenth (10th) day of each month this Agreement is in effect. Lessee shall also provide Lessor with payment in kind benefits which are designated on Exhibit B attached hereto and incorporated herein by reference as part of this Agreement. 3.02. RENTAL ADJUSTMENT. The aforesaid rental rate shall be adjusted upward Three percent (3%) on January 1 of each year this Agreement remains in effect except that there will be no adjustment on January 1, 2002. 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 Lessor may, upon ten (10) days written notice to Lessee, immediately or at any time thereafter, enter into Page 2 of 12 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, unless Lessee, within such ten (10) day period, cures such default by paying all rentals in arrears. 3.05. PAYMENTS. All payments that become due and payable by Lessee shall be made to Lubbock Power & Light at the office of LP&L Administration, 1301 Broadway, Lubbock, Texas 79401 or by mail to LP&L Administration, PO Box 2000, Lubbock, Texas 79457. 3.06. LATE CHARGE. A 5% penalty will be charged for payments received after the tenth (10th) day of each month in which a payment is due. ARTICLE IV - GENERAL CONDITIONS This Lease is granted subject to the following provisions and conditions: 4.01. RULES AND REGULATIONS. In conducting business on the Leased Premises, Lessee and Lessor 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. Lessee shall not make, permit or suffer any other additions, improvements or alterations to the Leased Premises without prior written consent of Lessor. Any such additions, improvements or alterations made with the consent of Lessor shall be solely at the expense of Lessee, and 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. Lessee agrees to hold Lessor harmless from mechanic's and materialman's liens arising from any construction, additions, improvements, repairs or alterations effected by 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 Lessor. Lessor shall not withhold consent unreasonably and shall not impose unreasonable conditions on consent. Page 3 of 12 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 by Lessee 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 liens 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 thirty (30) 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, 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. During the term of this Lease and during any extension thereof, Lessor, acting by and through its designated representatives, shall have the right to inspect the Leased Premises during normal business hours or any time in the event of an emergency. Such inspections shall not unreasonably interfere with Lessee's use of the Leased Premises. 4.07. MAINTENANCE. Lessor shall be responsible for all maintenance, upkeep and repairs reasonably necessary to keep the Leased Premises and common areas in a safe and serviceable condition. 4.08. LESSEE'S DUTY TO REPAIR. Notwithstanding the foregoing Section 4.07, any property of Lessor, or for which Lessor maybe 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 Lessor. Page 4 of 12 4.09. JANITORIAL SERVICE. Lessor shall furnish janitorial services to the Lease Premises and public areas of the buildings during the term of this Lease 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, or to areas made not accessible to the janitorial staff by Lessee. 4.10. TRASH DISPOSAL. Lessor shall provide a complete and proper arrangement for the adequate sanitary handling and disposal, away from the Leased 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, sewer, HVAC 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. 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 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 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 Lessor 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 Lessor of any alteration, nonrenewal or cancellation, and remain in full force and effect until at least ten (10) days Page 5 of 12 after such notice of alteration, nonrenewal or cancellation is received by Lessor. Prior to the renewal date of each policy owned by Lessee, separate evidence of renewal shall be provided to Lessor. 4.14. LESSEE SHALL VACATE. On or before the date of expiration of this Agreement, Lessee shall vacate the Leased Premises and remove all of its property from the same. 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 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. 4.15. NO ASSIGNMENT OR SUBLETTING. Except with prior written consent of 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 Lessor 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 Lessor. 4.16. WAIVER. The failure of Lessor or Lessee 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 either party'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. Page 6 of 12 4.17 PARKING. Lessor shall provide parking spaces for the employees and staff of Lessee in the on premises parking garage. Parking spaces in the garage will not be assigned and will be provided on a first come first served basis with respect to location. Lessee agrees that all of its staff and employees shall park only in spaces in said parking garage. 4.18 SIGNAGE. Lessee shall obtain written approval from the Lessor prior to installation of any sign on the Leased Premises. All signs installed must meet local codes and be of a size and type consistent with other signs on the premises. At its option, Lessor may choose to arrange for the installation of signs located on the exterior wall of the Leased Premises. Lessee may place signs approved by Lessor in the window of the Leased Premises. ARTICLE V - TERMINATION This Agreement may be terminated upon mutual agreement by both Lessor and Lessee. This Agreement is also 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 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. 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. Page 7 of 12 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. 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 thirty (30) days from the date of receipt such notice, the default, failure to perform or breach complained of shall not have been corrected in a manner satisfactory to Lessor, then and in such event Lessor 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 within sixty (60) days, Lessor shall proceed with due diligence. If the Lessor determines that 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 obligation to Page 8 of 12 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 Director, Lubbock Power & Light, 1301 Broadway, Lubbock, Texas 79401, and notices to Lessee, if sent by certified mail, postage prepaid, to Lubbock Symphony Orchestra, Inc., 1313 Broadway, Suite 2, Lubbock Texas 79401. Unless otherwise stated in this Lease, notices sent in the aforementioned manner shall be deemed effectively given when received. Page 9 of 12 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 Lessor. Executed this 10th day of May 2001 LESSEE By.a Pam Parkman, Executive Director Lubbock Symphony Orchestra, Inc. ATTES Robert Drexler, Admi strative Director Lubbock Symphony Orchestra, Inc. /91.4Pr i/o ATTEST: Rebecca Garza, City Secretary APPROV S ONTENT: Paul Thompson Director of Lubbock Power & Light APPR ED AST O Mat ew L. Wa e, Assistan City Attorney Page 10 of 12 El Resolution No. 2001—RO178 Exhibit A t QLubbock Business Center Annex EXISTING PLAN Q Page 11 of 12 Resolution No. 2001-RO178 Exhibit B to Lease Agreement between Lubbock Power & Light and Lubbock Symphony Orchestra, Inc. On an annual basis the following payment in kind benefits will be provided: One full page color ad in the Master Works Concert Program, distributed to 14,000 Symphony concert goers Value $2,070.00 Logo listed as the official sponsor of LSO office space in Thirteen (13) paid ads in local newspaper Value $1,300.00 Six (6) pair of Master Works Concert Tickets in Section A Value $1,560.00 Corporate campaign contribution Value $500.00 Four (4) individual tickets to LSO Fundraising event Value $200.00 Official recognition on LSO Concert Program Page as Sponsor (in part) of LSO office space Value $200.00 Six (6) individual tickets to the Pops Spectacular Value $180.00 Total Value of Payment In Kind Benefits $6,010.00 Page 12 of 12