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HomeMy WebLinkAboutClark County Museum Lease LEASE THIS LEASE ( "Lease "), made and entered into as of the 13 day of December, 2012, by and between the City of Jeffersonville, Indiana, by and through its Redevelopment Commission, hereinafter called "Landlord ", and Clark County Museum, Inc., a 501(c)(3) tax exempt, non- profit corporation duly organized in the State of Indiana, hereinafter called "Tenant ", WITNESSETH THAT: LEASE OF THE PREMISES The Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon and subject to the terms and provisions of this Lease, the property commonly known as 721 Michigan Avenue, Jeffersonville, Indiana (formerly used as a residential structure) and 725 Michigan Avenue, Jeffersonville, Indiana (a structure formerly used as a sign business) which are more particularly described in Exhibit A attached hereto and made a part hereof, together with all improvements now or hereafter placed therein and thereon and together with all easements and appurtenances thereunto belonging, all which will be referred to hereinafter alternately as the "Premises" or the "Buildings ". PREPARATION OF PREMISES Tenant Improvements. Tenant may make (but is not obligated to make) as funds are available throughout the life of this long -term lease any and all improvements within and to the Buildings and Premises as Tenant deems necessary and desirable in order to convert the Premises into a museum for storing and exhibiting objects of historical, scientific, or cultural interest. Such improvements may include, but are not limited to, the following: (a) installing a new roof on either or both Buildings; (b) reinforcing structural deficiencies to either or both Buildings; (c) constructing an enclosed structure to connect one building to the other; (d) remodeling 721 Michigan Avenue to its historic look (which does not prohibit the Tenant from any necessary upgrades or installations of modern electrical, water and sewerage systems); (e) installing display cases, interactive museum exhibits, posters, miniature or full -sized dioramas, and all other methods of exhibiting museum relics and information; (f) painting and /or wallpapering; (g) removing non -load bearing walls; (h) installing walls and partitions; (i) installing public bathroom facilities; (j) installing kitchen and cooking facilities; Page 1 of 7 (k) making modifications to assure handicap accessibility; (1) making improvements necessary to meet current code requirements; and (m)making all other improvements to the premises as Tenant deems appropriate with the goal of making the museum accessible to the public as quickly and as frequently as Tenant funding allows. Tenant shall also be responsible for improvements to the facade at 725 Michigan Ave. to ensure the facade is consistent with the historical character of the surrounding neighborhood. Tenant shall perform Tenant's Work at its sole cost and expense and shall be responsible for determining the need to engage the services of architects or engineers. Tenant shall make all improvements in compliance with all building, fire, health, safety, sanitary codes and regulations and any other codes or regulations as apply to Tenant's improvements. Tenant shall be responsible for the procurement of all permits necessary for any improvements or construction undertaken. Nothing contained herein shall prohibit Tenant from applying for UEZ, Redevelopment, or other City grants or assistance. Original Term. The original term of this Lease is for a period of fifty (50) years. The beginning date of the Term (hereinafter called the "Commencement Date ") shall begin on the 13 day of December, 2012 and terminate on the 12 day of December, 2062. Renewal Terms. This Lease shall automatically renew for five (5) consecutive ten (10) year terms, unless either party gives written notice of the termination no later than ninety (90) days prior to the end of the term or renewal term. The rent and lease terms during any renewal term shall be the same as those contained in this Lease so long as the Premises are used by Tenant for educational, literary, scientific, religious, or charitable purposes as are exempt from federal income taxation under Section 501 of the Internal Revenue Code or the reletting of the Premises by the tenant to an affiliate or subsidiary organization for such tax - exempt purposes. RENT Rent. Tenant shall pay to Landlord annual payments of One Dollar ($1.00) per year payable in advance on the first of each year. Lease payments shall be made to the Jeffersonville Redevelopment Commission at such place as designated by the Landlord in writing. Landlord's current mailing address is Executive Director, Jeffersonville Redevelopment Commission, City Hall, 500 Quartermaster Court, Jeffersonville, Indiana 47130. TAXES Real Estate Taxes and Assessments. Both Landlord and Tenant are tax exempt organizations, and should not be subject to real estate taxes; however, Landlord covenants and agrees to pay throughout the Term of this Lease any real estate taxes and assessments, as may be assessed against the property. Personal Property Taxes. Both Landlord and Tenant are tax exempt organizations, and Page 2 of 7 should not be subject to personal property taxes; however, Tenant covenants and agrees to pay throughout the Term of this Lease any personal property taxes and assessments as may be assessed against its personal property. POSSESSION, USE, AND OPERATION OF THE PREMISES Possession. Tenant shall be entitled to possession on the first day of the term of this Lease, and shall yield possession to Landlord on the last day of the term of this Lease (as extended) unless otherwise agreed by both parties in writing. Use. The Premises may be used and occupied for any lawful purpose. Special Uses. Landlord retains the right to have access to the Premises, under the pre- arranged supervision of Tenant and security rules and regulations of Tenant for the purpose of having community events. Notice shall be given to the Tenant at least fifteen (15) days prior to the event. Storage. Tenant shall be entitled to store items of personal property in the premises building during the term of this Lease. Landlord shall not be liable for loss of or damage to, such stored items. Care and Maintenance. Tenant shall be responsible for the structure and maintenance of the exterior of the Premises as well as any HVAC systems, plumbing systems, electrical system, fire alarm system, fencing, blacktop parking, and drive areas. Tenant shall be responsible for maintaining the building interior, as well as the lawn, landscaping, grounds, and exterior in good condition. Zoning. Tenant shall comply with the zoning code of the City of Jeffersonville, and shall be responsible at its sole expense for acquiring any and all variances, special exceptions, or rezoning applications as may be needed to operate the premises as a museum. Landlord will cooperate in all ways necessary to support Tenant's requests, petitions, and applications for variances, special exceptions, and /or re- zonings as may be necessary to operate the Premises as a museum. Signs. Tenant shall have the right to install and maintain signs on or about the Premises as allowed by Jeffersonville's zoning code and regulations. The cost of installing, maintaining, changing and removing any signs on or about the Premises installed by the Tenant shall be borne by Tenant. Tenant shall procure all necessary permits for, and comply with all applicable governmental regulations with respect to, the installation or maintenance of signs. Surrender in Good Condition. At the expiration of the tenancy created hereunder, whether by lapse of time or otherwise, Tenant shall surrender the Premises in good condition and repair except for reasonable wear and tear and loss condemnation, fire or other casualty or acts of God which Tenant is not required to repair under the terms of this Lease. Page 3 of 7 INSURANCE AND CASUALTY Casualty Insurance. Landlord shall keep the Premises and any building or structure of which the Premises may be a part insured throughout the term against loss or damage by fire and such other risks as are usually and customarily covered by extended coverage endorsement, for the full insurable value thereof, with replacement costs endorsement, which insurance may contain a "deductible" clause not greater than Two Thousand Five Hundred Dollars ($2,500). Tenant shall reimburse Landlord for the deductible. Landlord shall furnish to Tenant certificates evidencing the continuous and uninterrupted existence of such insurance. Such insurance shall be carried in the name of Landlord and Tenant (as their interests may appear). All sums payable under said policies shall be paid to Landlord (or Landlord's mortgagee) in trust to be applied by Landlord toward restoration of the Premises, unless Tenant terminates this Lease under restoration. Landlord and Tenant shall jointly adjust losses and execute proofs of loss under such policies, unless Tenant terminates this Lease. Such insurance may be carried by an additional premises endorsement on a policy covering multiple properties. Restoration. Should the Premises or any building or structure of which the Premises may be a part be damaged by fire or other casualty after the delivery of exclusive possession Premises to Tenant, it shall be promptly repaired and restored by Landlord to as near the condition existing before such damage as is reasonably possible; provided that if repair or restoration of the Premises may reasonably be expected to take longer than one hundred eighty (180) days, Tenant shall be entitled to terminate this Lease by written notice to Landlord given within thirty (30) days following the date of such damage or destruction. Rent payments hereunder shall abate throughout the period in which Tenant is unable to use the Premises. In addition to any other right or remedy for failure to promptly repair or restore such damage, Tenant shall be entitled to terminate this Lease or to perform the necessary restoration and repair work and charge the costs thereof to Landlord. Hold Harmless Agreement. Upon the consideration herein stated Tenant shall indemnify and hold Landlord harmless from any and all losses, claims, demands and causes of action for damages, injury or death to or of any person or persons resulting from, arising from or connected with Tenant's conduct, behavior, or activity upon the Premises, and from the operation of its non - profit, tax - exempt, charitable purposes. DESTRUCTION, CONDEMNATION, AND EMINENT DOMAIN Destruction or Condemnation of Premises. If the Premises are partially destroyed in a manner that prevents the conducting of Tenant's use of the Premises in a normal manner, it shall be the Tenant's responsibility to repair said Premises immediately. However, if the damage is not reparable within sixty (60) days, or if Landlord is prevented from repairing the damage by forces beyond Landlord's control, or if the Property is condemned, this Lease shall terminate upon twenty (20) days written notice of such event or condition by either party. Page 4 of 7 REMEDIES Attorney's Fees. In the event of any litigation between Landlord and Tenant arising out of the terms and conditions of this Lease, Tenant's use and occupancy of this Premises or any other matter relating to this Lease, the party prevailing in such litigation shall be entitled to have all of its costs and expenses, including attorney's fees, paid by the party not prevailing in said litigation. The prevailing party shall be entitled to have judgment entered in said proceeding for all such costs and expenses. NOTICES Manner of Giving. Whenever under this Lease a provision is made for notice of any kind, such notice shall be in writing, and it shall be deemed sufficient notice and service thereof if such notice is to Landlord and sent by registered or certified mail, postage prepaid, to Executive Director, Jeffersonville Redevelopment Commission, City Hall, 500 Quartermaster Way, Jeffersonville, Indiana 47130 or to any such other address as supplied from time to time by the Landlord to the Tenant as Landlord's address, and if sent to Tenant, sent by registered or certified mail, postage prepaid, to Tenant addressed to Clark County Museum, c/o Garry J. Nokes, Treasurer, 3203 Lakewood Blvd., Jeffersonville, IN 47130. Either party may change its address for notices by notice given to the other in the manner herein provided. Any notice given in the manner described herein shall be deemed given on the date of its registry or certification and deposited in the U.S. Postal Service with postage prepaid. If Landlord is more than one person, notice need be sent to only one Landlord. QUIET ENJOYMENT Landlord's Warranty. Landlord covenants and represents it has full right and power to execute and perform this Lease and to grant the estate demised herein. Landlord covenants that Tenant, on paying the rent herein reserved and performing the covenants hereof, shall peaceably and quietly have, hold and enjoy the Premises and all appurtenances during the full Term. Landlord covenants that it holds good fee simple title to the Premises and that the same are free from all liens and encumbrances other than building and zoning laws and ordinances and current taxes and assessments that are not delinquent. Landlord further covenants that the premises comply with the applicable building and zoning laws and ordinances. GENERAL PROVISIONS Remedies Cumulative - Non - Waiver. The various rights and remedies herein contained and reserved to each of the parties shall not be considered as exclusive of any other right or remedy of such party, but shall be construed as cumulative and shall be in addition to every other remedy now or hereafter existing at law, in equity, by statute, or by any other portion of this Lease. Said rights and remedies may be exercised and enforced concurrently and whenever and as often as occasion thereof arises. No delay or omission to exercise any right or power by either Page 5 of 7 party shall impair any such right or power, or be construed as a waiver of any covenant, or as acquiescence therein. One or more waivers of any covenant, term or conditions of this Lease by either party shall not be construed by the other party as a waiver of a subsequent or continuing breach of the same covenant, term or condition. Governing Law. The laws of the State of Indiana shall govern the validity, performance and enforcement of this Lease. The invalidity or unenforceability of any provision of this Lease shall not affect or impair any other provision. Complete Agreement. The headings of the several articles and sections contained herein are for convenience only and do not define, limit, or construe the contents of such articles and acts of God or other conditions or events beyond the control of the party required to perform such act. This Lease Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Lease may be modified or amended in writing, if the writing is signed by the party obligated under the amendment. Severability. If any portion of this Lease shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Lease is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. Payment of Costs. Whenever the Lease requires any party to perform any act, unless expressly provided to the contrary, all costs or expense in connection therewith shall be paid by the party required to perform. Agreement Binding on Successors. The covenants, agreements and obligations herein contained shall extend to, bind and inure the benefit not only of the parties hereto but their respective personal representatives, heirs, successors, and assigns. IN WITNESS WHEREOF, the parties have executed this Lease in several counter parts, each which shall be deemed an original instrument, as of the day, month, and year first above written. LANDLORD: TENANT: Jeffersonville Redevelopment Commission Clark County Museum, Inc. ilk By: <, ,//k, By: / / Signature Si s ture Page 6 of 7 Printed Name Printed Name EXHIBIT A LEGAL DESCRIPTION OF PREMISES Regarding 721 Michigan Avenue: Lot Nos. 10, 11, and 36 feet off the north side of Lot No. 12, all in Block 81 in the City of Jeffersonville, Clark County, Indiana, excepting therefrom part of Lot 10 conveyed by Margaret L. Steinbach and Frederick Steinbach to Harry Hudson and Mildred Hudson, his wife, by deed dated February 21, 1919. EXCEPTING THEREFROM, the southwesterly eight feet of Lot Nos. 10, 11, and 12. ALSO EXCEPTING THEREFROM, part of Lot Nos. 10 and 11 in Block 81 in the City of Jeffersonville, bounded thus: Beginning at an iron pipe on Michigan Avenue three (3) feet south of the northeast corner of Lot No. 10;thence northwardly and parallel to the line dividing Lot Nos. 9 and 10, forty (40) feet to an iron pipe; thence northwardly and parallel to Michigan Avenue three (3) feet to an iron pipe in the line dividing Nos. 9 and 10; thence westwardly along the line dividing Lot Nos. 9 and 10, seventy -five feet to an iron pipe at the Northwest corner of Lot 10; thence southwardly along the Western line of Lot Nos. 10 and 11 and the eastern line of a twenty foot alley, forty -eight (48) feet to an iron pipe; thence eastwardly and parallel to the line dividing Lots No. 10 and 11, one hundred fifteen (115) feet to and iron pipe in the Western line of Michigan Avenue, forty -five (45) feet to the place of beginning. Regarding 725 Michigan Avenue: Legal Description: Being part of Lot Nos. 10 and 11 in Block 81 in the City of Jeffersonville, bounded thus: Beginning at an iron pipe on Michigan Avenue three (3) feet south of the northeast corner of Lot No. 10;thence westwardly and parallel to the line dividing Lot Nos. 9 and 10; thence westwardly along the line dividing Lot Nos. 9 and 10, seventy -five (75) feet to an iron pipe at the northwest corner of Lot No. 10; thence southwardly along the western line of Lot Nos. 10 and 11 and the eastern line of a 20 foot alley, forty -eight (48) feet to an iron pipe; thence eastwardly and parallel to the line dividing Lot Nos. 9 and 10, one hundred fifteen (115) feet to an iron pipe in the western line of Michigan Avenue; thence northwardly along the western line of Michigan Avenue, forty -five (45) feet to the place of beginning. Subject to any and all easements and restrictions of record affecting this real estate. Page 7 of 7