Loading...
HomeMy WebLinkAboutResolution - 3097 - Lease Agreement-LICC Inc-Building Construction, Block 43 & 23, Overton Addition - 05/11/1989Resolution #3097 May 11, 1989 Item #27 JCR:da RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: 1 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 Agree- ment by and between the Lubbock International Cultural Center, Inc. and the City of Lubbock, attached herewith, which shall be spread upon the minutes of a 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 11th day of May 1989. I i B.C. MCMI , MAYOR i� ATTEST: an tte Boyd, City Sec tary _APPROVED AS TO CONTENT: Larry -J V 66nningham, Ufy Manager APPROVED AS TO FORM: vt - hn C. Ross, Jr., City Attorney JCR: da LEASE AGREEMENT STATE OF TEXAS § COUNTY OF LUBBOCK § This lease agreement is hereby made and entered into this _1itk_ , day of May, 1989, by and between the LUBBOCK INTERNATIONAL CULTURAL CENTER, INC., a Texas nonprofit corporation, hereinafter called "Lessor" and the CITY OF LUBBOCK, a municipal corporation, hereinafter called "Lessee". WHEREAS, Lessor, a nonprofit corporation incorporated by the laws of the State of Texas, intends to construct a facility within the City of Lubbock to be known as the "INTERNATIONAL CULTURAL CENTER"; and WHEREAS, the "INTERNATIONAL CULTURAL CENTER" will contain a large auditorium, an international library, exhibit space and a great hall within the complex to be built all as set forth in Exhibit "A" attached hereto and made a part of this lease for all purposes; and WHEREAS, the "INTERNATIONAL CULTURAL CENTER" is to be located in the Southwest portion of Block 43 and a portion of Block 42 of Overton Addition to the City of Lubbock, all as shown on a preliminary site plan on file in City of Lubbock Zone Case No. 2619, which site plan is attached to this lease agreement as Exhibit "B" and made a part of this lease for all purposes; and WHEREAS, the "INTERNATIONAL CULTURAL CENTER" is to be located within convenient distance from the City of Lubbock "MEMORIAL CIVIC CENTER"; and WHEREAS, the facilities to be constructed within the "INTERNATIONAL CULTURAL CENTER" are of such nature design and capacity that they will augment and compliment the operation of the City of Lubbock "MEMORIAL CIVIC CENTER" facilities; and WHEREAS, the Board of Directors of the "LUBBOCK INTERNATIONAL CULTURAL CENTER, INC." consider the "INTERNATIONAL CULTURAL CENTER" to be an asset that will directly aid, enhance and promote tourism and the convention and hotel industry within the City of Lubbock; and WHEREAS, the City Council of the City of Lubbock finds that the facilities contained within the "INTERNATIONAL CULTURAL CENTER" will enhance the Lessee's position to attract convention and tourism; and WHEREAS, the City Council finds it to be a public purpose and in the best interest of the Lessee to enter into this lease agreement; NOW THEREFORE, the parties do hereby agree as follows: I. In consideration of the sum of Five Hundred Thousand Dollars ($500,000.00) to be paid by Lessee to Lessor as hereinafter provided and in consideration of other terms, covenants and conditions hereof, Lessor hereby demises and leases to Lessee and Lessee hereby takes from Lessor the Demised Premises, as hereinafter described, to have and to hold said premises for the lease term hereinafter set forth, all on the terms and conditions set forth in this lease. II. The term of this lease shall be for a period of ten (10) years which term shall commence on the day that the Lessor receives from the City of Lubbock a Certificate of Occupancy for the Demised Premises and shall terminate ten (10) years from such date. However, Lessor does hereby grant to Lessee an option to renew this lease under the same terms and conditions, for a like period of ten (10) years. Lessee shall give written notice ninety (90) days prior to the expiration of this lease if Lessee desires to exercise this option. Any such optional period shall commence on the day following the expiration of the primary term. III. The Demised Premises shall mean those premises as described and set forth in Exhibits "A" and "B" attached to this lease and made a part hereof together with the right to use in conjunction with the Demised Premises all off street parking owned or under the control of Lessor adjoining the Demised Premises. - 2 - IV. Lessee agrees to pay to Lessor the consideration of Five Hundred Thousand Dollars ($500,000.00) as described in paragraph I above in four equal installments of One Hundred Twenty -Five Thousand Dollars ($125,000.00) each. The installment payments shall be made by Lessee to Lessor during the construction phase of the Demised Premises in the following manner: (a) $125,000.00 to be writing to Lessee Premises has been paid when Lessor that one quarter constructed. certifies in of the Demised (b) $125,000.00 to be paid when Lessor certifies in writing to Lessee that one half of the Demised Premises has been constructed. (c) $125,000.00 to be paid when Lessor certifies in writing to Lessee that three quarters of the Demised Premises has been constructed. (d) $125,000.00 to be paid when Lessor certifies in writing to Lessee that the Demised Premises has been totally completed. In the event Lessor employs an architect for the facilities to be constructed upon the Demised Premises then in such event the architect shall likewise certify in writing the stages of completion of the facilities prior to payment being made as above set forth. V. Once Lessee has made payment in accordance with paragraph IV of this lease, Lessor shall make no further charges to Lessee for rent, utilities, or maintenance of the facilities to be built upon the Demised Premises, it being the intention of the parties that the payment made by Lessee to Lessor in accordance with paragraph IV of this lease is sufficient to include and pay for all such costs for both the primary and optional term, if any. VI. The parties hereto understand and agree that Lessee is leasing the Demised Premises to increase its capacity to attract conventions and tourism business to the City of Lubbock. The parties further agree that by the very nature of the convention and tourism business it is impossible to anticipate in advance the exact times that Lessee will - 3 - require physical possession of the Demised Premises. It is also recognized that Lessor will be allowed to occupy and use the Demised Premises for its civic and cultural activities to be carried on pursuant to the articles of incorporation and bylaws of Lessor. Both parties agree and understand that such joint use of the Demised Premises is compatible and will provide the best possible use of the facilities to be built on the Demised Premises. VII. In accordance with the understanding and intentions of the parties hereto as expressed in paragraph 6 of this lease the parties specifically agree as follows: (1) Lessor shall occupy the Demised Premises and maintain its office and staff upon such premises. (2) Lessor shall utilize the facilities to be built upon the Demises Premises to discharge its civic and cultural activities. (3) Lessor will maintain the facilities to be built upon the Demised Premises in a state of good repair and suitable for use by Lessee as herein contemplated. (4) Lessor will be responsible to provide, maintain and pay for all utilities used in connection with the facilities to be constructed upon the Demised Premises. Utilities, for the purposes of this lease, shall mean those facilities necessary to supply water, gas, electricity, telephone service, and sewage service to the facility. (5) Lessor will be responsible to maintain and pay for all garbage pickup and removal services required to properly service the facilities to be built upon the Demised Premises. (6) Lessor will be responsible to provide and maintain normal janitorial services required by Lessor and Lessor's use of the facilities to be built upon the Demised Premises, however, Lessee will be responsible to provide all such services required and necessary when it takes possession of and uses the facilities to be built upon the Demised Premises. - 4 - (7) Lessor shall be responsible for and agrees to maintain insurance to protect the facilities to be built upon the Demised Premises from fire, storm, explosion, earthquake, hail or other similar casualty losses. (8) Notwithstanding anything to the contrary set forth in this lease, Lessee shall have at all times the right of first use of the facilities to be constructed upon the Demised Premises provided that there is no previously scheduled event by Lessor which conflicts, and if there should be a conflict, the Lessor shall give Lessee an alternative choice date or dates at a time suitable to Lessee, all conditioned upon Lessee's city manager or his designated representative giving at least a thirty (30) day advance notice to Lessor of the date and time that Lessee desires to occupy and use the above mentioned facilities. Lessee's use of the facilities shall be limited to forty (40) calendar days per year unless additional calendar days are authorized by Lessor which authorization shall not be unreasonably withheld. (9) Upon notification by Lessee of its desire to occupy and use the facilities to be constructed upon the Demised Premises, Lessor shall set aside the date and time requested and hold the facilities available for Lessee's use. Lessor shall notify Lessee of such fact. (10) In the event that Lessee will not require use of all of the facilities to be constructed upon the Demised Premises but only a part thereof, then in such event Lessor shall set aside the portion of the facilities required for use by Lessee reserving the date and time as aforesaid in subparagraph 9 and notify Lessee of such fact. Lessor under such circumstance shall be free to occupy and use those portions of the facility not set aside for Lessee's use under such circumstance. (11) During such times as the facilities are occupied and used by Lessee, Lessee shall be responsible to furnish or see to it that there is furnished, proper security for the facilities being used. Lessor shall be responsible for security of the facility at all other times. - 5 - (12) Lessee during such time as it uses and occupies the facilities to be built upon the Demised Premises, will have the right to use the auditorium, exhibit room or rooms, great hall, kitchen and dining facilities, projection room, meeting room or rooms, dressing areas, conference room or rooms, together with all common areas and facilities such as restrooms necessary for operations of the facility as contemplated by the parties. Lessee shall also be allowed to use all auxiliary items found on the premises such as chairs, furniture, tables, and other similar type items. (13) Lessee shall, when it occupies and uses the facilities to be built upon the Demised Premises, have the right to use for itself or its guests all off street parking spaces adjoining the facilities under the control of Lessor. (14) Lessee agrees to be responsible and reimburse Lessor for all damages to the facilities or its furnishings caused by the negligence of Lessee or its guests. (15) Lessee further agrees to hold Lessor harmless for any claim for damages made against Lessor arising as a result of the negligent act or acts of Lessee or its guests. (16) Lessor shall be responsible for any and all taxes levied against the facilities to be construed upon the Demised Premises together with any and all taxes levied upon the personal property or fixtures constructed within such facility. (17) Lessor understands that Lessee will use and occupy the Demised Premises for both convention and tourism purposes carried on by Lessee or on Lessee's behalf through the Lubbock Convention and Visitor's Bureau during agreed periods of use by Lessee. (18) Lessee shall have the right to have catered food services within the great hall to be built within the facilities constructed upon the Demised Premises as a part of its right during the period that Lessee has the right to use and occupy the facilities to be built. =AM (19) Lessee shall have the right to authorize concessionaires within the facilities to be built upon the Demised Premises during the period of Lessee's right to use of occupy the facilities. (20) Lessee's right to have catered food service or to have concessionaires within the facilities to be built may be exercised by Lessee only during the times Lessee uses and occupies the facilities to be constructed. VIII. Lessee shall not assign or in any manner transfer this lease or sublet the Demised Premises or any part thereof without the prior written consent of Lessor. It is understood, however, that use and occupancy of the Demised Premises by the Lubbock Convention and Visitor's Bureau through the City of Lubbock shall not be considered an assignment of this lease. IX. This lease shall not be altered or amended except in writing which writing shall be executed by both parties hereto and expressly reference this lease. It is further understood, however, that this lease is being executed before the facilities to be constructed upon the Demised Premises have been built and to that end both parties recognize that future amendments to this lease may be necessary to accommodate the contemplated construction and use thereafter. X. Lessor shall furnish to Lessee two (2) sets of construction plans to Lessee together with any alterations, changes or additions thereto. Upon completion of the project, Lessor will furnish one (1) set of complete plans showing the facilities in the final as built condition. XI. Lessor shall comply with all City of Lubbock building codes during the construction of the facilities upon the Demised Premises and shall keep Lessee fully informed of the progress of the construction of the facilities to be built upon the Demised Premises. - 7 - XII. Lessor represents and warrants that it has or will have prior to the construction contemplated by this lease fee simple title to the Demised Premises and full authority to enter into this lease agreement with Lessee. XIII. Both parties to this lease understand that Lessee intends to make public use of the facilities to be built upon the Demised Premises, all as heretofore set forth in this lease, and that Lessee is agreeing to make payment as required by paragraph IV of this lease from its Hotel -Motel Tax Reserve Capitol Projects account. Both parties further agree that the use and occupancy of the facilities to be built on the Demised Premises as set forth in this lease by Lessee will directly enhance and promote tourism and the convention and hotel industry within the City of Lubbock. Both parties further agree that if the facilities to be constructed upon the Demised Premises are not built or not completed, then in such event the public use to be made of the facilities to be constructed fails and this lease would not be effective to discharge the public use contemplated by the parties hereto. Under such circumstances the parties hereto specifically agree as follows: (1) In the event the facilities described in Exhibit "A" attached hereto are not under construction within three (3) years from the date of this lease agreement, then in such event this lease shall become void and of no further force or effect between the parties hereto and Lessee shall have no obligation to pay the consideration described in paragraph 4 of this lease. (2) In the event that construction is started upon the facilities to be built upon the Demised Premises but such construction is not completed within a period of five (5) years from the date of this lease agreement, then in such event Lessee shall be relieved of making any further payments to Lessor as contemplated by paragraph 4 of this lease and Lessor shall return to Lessee all monies paid to Lessor by Lessee under paragraph 4 of this lease. XIV. In the event that Lessor, for whatever reason, ceases to operate or own the facilities to be constructed upon the - 8 - Demised Premises during the term of this lease, then event Lessee shall have the option to require Lessor to Lessee the Demised Premises together with all improvements contained thereon so that Lessee might with its public use of the facilities to be built as hereinabove described. It shall be understood that purposes of this paragraph the terms own and operate have the following meaning: in such to deed continue for the shall (a) Own - If Lessor is no longer the fee simple owner of the title to the Demised Premises. (b) Operate - If Lessor does not keep the facilities available for use by itself or Lessee for a period of time in excess of six (6) months from the date Lessee calls this fact to the attention of Lessor. In the event Lessee exercises its limited option in this paragraph XIV to receive a deed from Lessor conveying fee simple title to the Demised Premises and the improvements built thereon Lessee will have no further claim against Lessor for breach of this lease agreement and shall execute a release to such effect in favor of Lessor. XV. It is further understood and agreed by Lessor and Lessee that nothing in the terms of this lease shall ever be construed or interpreted to in any way allow or cause a cloud to be placed upon the title to the Demised Premises which title shall be in Lessor. XVI. It is further understood and agreed that Lessee during the term of this lease shall not intentionally, through any action or activity relating to this lease, affect the exempt organization status under the Internal Revenue laws of the United States nor, more specifically affect the funding or funds received by Lessor from donors. XVII. This lease agreement shall be construed in accordance with the laws of the State of Texas. - 9 - XVIII. Executed in duplicate between the parties hereto on the date and year first above written. LUBBOCK INTERNATIONAL CULTURAL CENTER, INC. BY: Pre dent ATTEST: C - 10 - CITY OF LUBBOCK, TEXAS C ;� ` V 'yO�` B.C. MCMINN, MAYOR s�caasc �...c a+vl tea, City Secretary APPROVED AS TO CONTENT: Larry Cunn m, City Manager APPROVED AS TO FORM: ohn C. Ross, J ., City Attorney STATE OF TEXAS § COUNTY OF LUBBOCK § BEFORE ME, the undersigned authority, n this day personally appeared known to me to be the person artd officer whose name is kuhscribed to the foregoing instrument and acknowledged to me that the same was the act of the said LUBBOCK INTERNATIONAL CULTURAL CENTER, INC., a corporation, and that he executed the same as the act of such corporation for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDEIRZMY HAND AND SEAL OF OFFICE this day of , 1989. DSBBi CAS7EEL ' ��oo�yyp Notan Publ c, nand for SMOFSEW the State of Texas My Comm. Exp. 83482 My Commission Expires:�a STATE OF TEXAS § COUNTY OF LUBBOCK § BEFORE ME, the undersigned authority, on this day personally appeared B. C. McMINN, Mayor, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said CITY OF LUBBOCK, TEXAS, and that he executed the same as the act of such city for the purposes and consideration therein expressed and in the capacity therein stated. GIVENDER MY HAND AND SEAL OF OFFICE this day of WALKM 1989. Not"Rry Public,, in and for the State of Texas My Commission Expires: a - - My COMMISSION NOVEMBER 30, 1§§y 11 - OLIVIA R, i4 • i r ,• ? ° 0 { tt i $ � 41 � P 311 „ z i Ir • V .• t r 1 r `1 H - •\ •� .. a _. .� •\ •� •`� �• �= i{ i ry i L '' ``. C � � F fr L �t � i r� j � y � m. i � � �S � `' O ^C� ` Z �e . � rm-� �` i e � F � � � .r r� � t 1 - ... � F '� � . z a a J J r s r M t tltaa`\\ III�.•Fl R 11� � �I�i HIIIIIIIIIII�IIi=dill; I�R MMM 1► T �w� 4A+1 TKO F"K gig nnrinrinnnnnnn 4tw. PAL o"Wr �rrri IrM __ -----... ...... 1 SECTION A -A . wwLM VO'• •ti0' ' 11 1 ■ GEORGE E. GILKERSON ATTORNEY AT LAW A PROFESSIONAL LEGAL CORPORATION May 16, 1989 Honorable John C. Ross, Jr. City Attorney City of Lubbock P. 0. Box 2000 Lubbock, Texas 79457 Re: Lubbock International Cultural Center Dear John: Cit F,ttcrney 1320 AVENUE O POST OFFICE DRAWER 151 LUBBOCK. TEXAS 79408-0151 806/763-7373 Enclosed please find the original Lease Agreement -between the City of Lubbock. and the Lubbock International Cultrual Center as requested in you letter dated May 12, 1989. The Lease Agreement has been fully executed by the President, Dudley Strain, and Vice -President, Idris Rhea Traylor, Jr., of the Lubbock International Cultural Center, Inc. Thank you for all your good work that has gone into this project. Best regards. epelly you ge El/ Gilhakson GE G/dc Enclosure: Lease Agreement cc: Dr. Dudley Strain Page is too large to OCR. Page is too large to OCR.