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HomeMy WebLinkAboutCITY HALL LEASE 2018 LEASE THIS LEASE, entered into by the Jeffersonville Building Authority (hereinafter referred to as "Landlord") and the City of Jeffersonville, Indiana(hereinafter referred to as "Tenant"). WITNESSETH THAT Landlord and Tenant, in consideration of their mutual undertakings, agree as follows: Landlord hereby leases to Tenant and Tenant hereby leases from Landlord: 500 Quartermaster Court, Jeffersonville, Indiana (see attached Exhibit "A" for legal description and hereinafter referred to as Leased Premises) and all appurtenances thereto for a term of one (1) year, commencing on January 1, 2018, and ending on December 31, 2018, and may be renewed for three (3) additional one (1) year terms by mutual agreement of the parties, unless sooner terminated, and Tenant without demand or notice shall pay a bi-annual rental, which shall be deposited into a non- reverting fund with the Controller of the City of Jeffersonville subject to the laws and regulations of the State of Indiana, of One Hundred Sixty Thousand Dollars ($160,000.00) payable on or before the 15`h day of January and the 15th day of July each year in advance, at the address of Landlord set forth in this Lease, or such other address as Landlord by notice shall direct, all upon the following covenants,terms and conditions: 1. USE,COMPLIANCE WITH LAWS, SIGNS The Leased Premises shall be used by Tenant only for the purposes of: the city offices and departments for the City of Jeffersonville and for no other use or purpose. The Leased Premises contains approximately 32,000 square feet. Tenant shall keep the Lease Premises in a clean and orderly condition and shall conduct its business there from in a careful and safe manner. Tenant shall not use the Lease Premises or maintain them in any manner constituting a violation of any ordinance, statute, regulation, or order of any governmental authority, including without limitation zoning ordinances, nor shall Tenant maintain, permit or suffer any nuisance to occur or exist on the Leased Premises. Tenant shall not affix to or upon the exterior of the Leased Premises any sign, insignia, or decoration without the prior written consent of Landlord,which consent shall not be unreasonably withheld. 1 2. SURRENDER AND HOLDOVER Upon the expiration or sooner termination of this Lease Tenant shall surrender to Landlord the Leased Premises, together with all other property affixed to the Lease Premises (excepting trade fixtures) broom clean and in the same order and condition in which Tenant received them, the effects of ordinary wear, acts of God, casualty, insurrection, riot or public disorder excepted. Unless an event of default as hereinafter defined has occurred and remains uncured, Tenant shall prior to the expiration of the term remove all of tenant's trade fixtures and personal property from the Leased Premises. Any damage to the Leased Premises caused by such removal shall be repaired by Tenant prior to the expiration of the term. At Landlord's option, if Tenant fails to remove such trade fixtures and personal property then the same shall be deemed the property of Landlord. If Tenant shall remain in possession of all or any part of the Lease Premises after the expiration of the term of this Lease, with the consent of the Landlord, then the Tenant shall be a lessee from month to month at the same rental and subject to all of the other applicable covenants, terms and conditions hereof. 3. ASSIGNMENT AND SUBLETTING Tenant shall not assign, mortgage, encumber, or transfer this Lease in whole or in part, or sublet the Leased premises or any part thereof, nor grant a license or concession in connection therewith without the prior written consent of Landlord, which consent shall not be unreasonably withheld. This prohibition shall include any act which has the effect of an assignment or transfer and which occurs by operation of law, except any transfer or assignment resulting from death of Tenant,if a natural person. 4. ALTERATIONS AND MAINTENANCE OF LEASED PREMISES Tenant shall not cause or permit any structural alterations, additions or changes of or upon any part of the Leased Premises without first obtaining the written consent of Landlord. All alterations, additions or changes to the Leased Premises shall be made in accordance with all applicable laws and shall become the property of Landlord. Landlord, promptly after written notice from Tenant, shall make all repairs necessary to maintain the following in the same condition they are now in: A. The exterior and structural walls (including storefronts, doors and glass) structural floors (including floor coverings), foundations, roofs, gutters, and exterior downspouts of the Leased Premises; B. All appurtenances (if any) to the Leased Premises including, without limitations, lobbies, stairways, storage areas, passageways, sidewalks, driveways,parking areas and canopies; 2 C. Water, sewage, gas and electrical lines from the public mains up to the point of entry to the Lease Premises; and D. If the Leased Premises are an integral part of a larger structure, then to such portions of the structure which because of its state of disrepair adversely and materially affects Tenant's use of the Leased Premises; except to the extent that the acts or neglect of Tenant its employees or invitees necessitates such repairs. Tenant accepts the Lease Premises in their present condition. Tenant shall not be obligated under this provision to repair any injury to the Leased Premises resulting from fire or other casualty. The proceeding sentence is not intended to limit, modify or release Tenant from any liability it may have for damage or destruction. In addition, Landlord shall keep the Leased Premises in a clean, sightly, healthful condition and in good repair, all at its own expense, including without limitation the following: regular janitorial services, maintenance and mowing of lawn and landscaping, maintenance of irrigation, electric, plumbing, mechanical systems, heating and cooling systems. If, however, the Leased Premises shall not thus be kept in a clean, sightly, healthful condition and in good repair, by Landlord, as aforesaid, Tenant may enter the same, himself or his agent, servant or employees, without such entering causing or constituting a termination of this lease or an interference with the Landlord's rights, and Tenant may replace the same, in the same condition of repair, sightlines, healthfulness and cleanliness as existed at the date of execution hereof, and Landlord agrees to pay Tenant, in addition to the rent hereby required, the expenses of Tenant in thus replacing the premises in that condition. Tenant shall pay all bills and charges for garbage, telephone, water, sewage, gas, electric current, and heating costs, which may be assessed or charged against the Leased Premises during said term or any extension thereof. Landlord shall at all times keep the adjoining sidewalks free from snow, ice and all other obstructions. Tenant shall be responsible for maintaining casualty and premises liability insurance on the Leased Premises. Said insurance policy shall be in a form and company acceptable to Landlord and a copy of each policy is to be delivered to and held by Landlord; Tenant agrees to pay all premiums promptly. 5. DESTRUCTION If the Lease Premises should be damaged or destroyed by fire or other cause to such an extent that the cost of repair and restoration would exceed 30 percent of the amount it would cost to replace the Leased Premises in their entirety at the time such damage or destruction took place,then Tenant shall have the right to cancel this Lease by giving Landlord notice of such election within thirty(30) days after the occurrence of such damage or destruction and this Lease shall terminate as of fifteen (15) days after the date such notice is given. If Tenant fails to exercise this option to 3 terminate then Landlord shall at its expense promptly repair and restore the Leased Premises to substantially the same condition they were prior to the damage or destruction. If the Lease Premises should be damaged or destroyed by fire or other cause to such an extent that the costs of repair and restoration would be less than 30 percent of the amount it would cost to replace the Leased Premises in their entirety at the time such damage or destruction took place, then this Lease shall not terminate and the Landlord shall at its expense promptly repair and restore the Leased Premises to substantially the same condition they were in prior to the damage or destruction. If the Leased Premises are an integral part of a larger structure and if the structure should be damaged or destroyed by fire or other cause to such an extent that the cost of repair and restoration would exceed 30 percent of the amount it would cost to replace the structure in its entirety at the time such damage or destruction took place and notwithstanding that the Leased Premises may be unaffected by such damage or destruction, then Tenant shall have the right to cancel this Lease by giving Landlord notice of such election within thirty(30) days after the occurrence of such damage or destruction and this Lease shall terminate fifteen(15)days after the date such notice is given. In the event the Leased Premises are damaged or destroyed the rents herein provided, or a fair and equitable portion thereof, shall be abated until such time as the Leased Premises are repaired and restored. The term of this Lease shall be extended for a period equal to the period during which there has been a complete abatement of rent. The opinion of an architect or registered engineer appointed by Landlord an approved by Tenant as to the costs of repair, restoration or replacement shall be controlling upon the parties. Landlord' obligation to restore or repair does not include fixtures or improvements installed or owned by Tenant. The provisions of this Section are not intended to limit, modify or release tenant from any liability it may have for damage or destruction. 6. CONDEMNATION If the entire Leased Premises, or such portion thereof as will make the remainder unsuitable for the use permitted by this Lease, is condemned by any legally constituted authority, or if a conveyance or other acquisition in lieu of such condemnation is made,the this Lease shall terminate as of the date possession is required by the condemnor. If a portion of the Leased Premises is condemned but the remainder is still suitable for the use permitted by this Lease, this Lease shall not terminate but a portion of the rent for the rest of the term shall be abated in proportion to the amount of the Leased Premises taken. All compensation paid in connection with the condemnation shall belong to and be the sole property of Landlord, except Tenant shall be entitled to any compensation awarded for Tenant's trade fixtures and for moving expenses. 7. MECHANIC'S LIENS Tenant shall not permit any Statement of Intention to hold a Mechanic's Lien to be filed 4 against the Leased Premises or any part thereof nor against any interest or estate therein by reason of labor, services or materials claimed to have been performed or furnished to or for Tenant. If such Statement of Intention to hold a Mechanic's Lien shall be filed, Landlord at its option may compel the prosecution of an action for the foreclosure of such Mechanic's Lien by the Lienor. If any such Statement of Intention to hold a Mechanic's Lien shall be filed and an action commenced to foreclose the lien, Tenant, upon demand by Landlord, shall cause the lien to be released by the filing of a written undertaking with a surety approved by the Court and obtaining an order from the Court releasing the property from such lien. Nothing in this Lease shall be deemed or construed to constitute consent to or request to any party for the performance of any labor or services or the furnishing of any materials for the improvement, alteration or repairing of the Leased Premises; nor as giving Tenant the right or authority to contract for, authorize or permit the performance of any labor or service or the furnishings of any material that would permit the attaching of a valid Mechanic's Lien. 8. INDEMNIFICATION AND RELEASE Regardless of whether or not, separate, several,joint or concurrent liability may be imposed upon Landlord, Tenant shall indemnify and hold harmless Landlord from and against all damages, claims and liability arising from or connected with Tenant's control or use of the Leased Premises, including without limitation, any damage or injury to person or property. This indemnification shall not include any matter for which the Landlord is effectively protected against by insurance. If Landlord shall, without fault, become a party to litigation commenced by or against Tenant, then Tenant shall indemnify and hold Landlord harmless. The indemnification provided by this Section shall include Landlord's legal costs and fees in connection with any such claim, action or proceeding. Tenant does hereby release Landlord from all liability for any accident, damage or injury caused to person or property on or about the Leased Premises, whether due to negligence on the part of Landlord and notwithstanding whether such acts or omissions be active or passive. Landlord and Tenant do each hereby release the other from all liability for any accident, damage or injury caused to person or property, provided, this release shall be effective only to the extent that the injured or damaged party is insured against such injury or damage and only if this release shall not adversely affect the right of the injured or damaged party to recover under such insurance policy. 9. LANDLORD'S LIEN To secure the payment of rent and the other liabilities of Tenant hereunder. Tenant hereby grants to Landlord a security interest in all of Tenant's personal property and fixtures (including without limitation, Tenant's inventory and equipment, whether now or hereinafter acquired) which is now or hereinafter located at the Leased Premises and in the proceeds thereof, including tort claims and insurance (all hereinafter collectively referred to as "Collateral"). Tenant represents that the Collateral will be used primarily in conducting a business at the Leased Premises. Tenant shall not permit the removal of any collateral from the Leased Premises, except in the ordinary clause of Tenant's business. Tenant authorizes Landlord to file financing statements relating to the Collateral 5 Tenant's business. Tenant authorizes Landlord to file financing statements relating to the Collateral signed only by the Landlord. Upon the occurrence of an Event of Default, Landlord shall have all the remedies of a secured party available under Indiana law. These remedies include, without limitation, the right to take possession of the Collateral and for that purpose Landlord may enter upon any premises on which the Collateral, or any part of it, may be situated and remove it and Tenant shall hold Landlord harmless from any liability sustained thereby, except through wanton or willful misbehavior. Landlord may require that Tenant make the Collateral available to Landlord at a place to be designated by Landlord which is reasonably convenient to both parties. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Landlord shall give Tenant at least ten (10) days prior written notice of the time and place of any public sale thereof or of the time at which any private sale or any other intended disposition thereof is to be made. Expenses of retaking, holding, preparing for sale, selling and the like shall include Landlord's reasonable attorneys'fees and legal expenses. 10. EVENTS OF DEFAULT Any of the following shall be deemed an Event of Default: A. The failure to pay any installment of rent when the same becomes due and the failure continues for 5 days. B. Tenant's failure to perform or observe any other covenant, term or condition of this lease to be performed or observed by Tenant and if curable, the failure continues for 15 days after notice thereof is given to Tenant. C. Abandonment of the Leased Premises. D. The filing or execution or occurrence of: (1) An involuntary petition in bankruptcy against Tenant and the failure of Tenant, in good faith, to promptly commence and diligently pursue action to dismiss the petition. (2) A petition against Tenant seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or other relief of the same or different kind under any provision of the Bankruptcy Act, and the failure of Tenant in good faith to promptly commence and diligently pursue action to dismiss the petition. (3) A general assignment for the benefit of creditors by Tenant. (4) The taking by any party of the leasehold created hereby, or any part thereof, upon foreclosure, levy, execution, attachment or other process 6 of law or equity. For purposes of this Section 10 and Sub-Section B of Section 11, the term "Tenant" shall include any assignee, sublessee, or guarantor of Tenant. This provision, however, shall be construed to permit the assignment of this Lease, nor the subletting of the Leased Premises, except as may be permitted hereby. 11. LANDLORD'S REMEDIES A. Upon the occurrence of any Event of Default Landlord may, at its option, in addition to any other remedy or right it has hereunder or by law: (1) Re-enter the Leased Premises, without demand or notice, and resume possession by an action in law or equity or by force or otherwise and without being liable in trespass or for any damages and without terminating this Lease. Landlord may remove all persons and property from the Leased Premises and such property may be removed and stored at the cost of Tenant. (2) Terminate this Lease at any time upon the date specified in a notice to Tenant. Tenant's liability for damages shall survive such termination. Upon termination such damages recoverable by Landlord from Tenant shall, at Landlord's option, be either an amount equal to "Liquidated Damages" or an amount equal to "Indemnity Payments". "Liquidate Damages" means an amount equal to the excess of the rentals provided for in this Lease which would have been payable hereunder by Tenant, had this Lease not so terminated, for the period commencing with such termination and ending with the date set for the expiration of the original term granted, (hereinafter referred to as "Unexpired Term"), over the reasonable rental value of the Leased Premises for such Unexpired Term. "Indemnity Payments" means an amount equal to the rent and other payments provided for in this Lease which would have become due and owing thereunder from time to time during the Unexpired Term plus the cost and expenses paid or incurred by Landlord from time to time in connection with: (a) Obtaining possession of the Leased Premises; (b) Removal and storage of Tenant's or other occupant's property; (c) Care, maintenance and repair of the Leased Premises while vacant; (d) Reletting the whole or any part of the Leased Premises; (e) Repairing, altering, renovating, partitioning, enlarging, 7 remodeling or otherwise putting the Leased Premises, either separately or as part of larger premises, into condition acceptable to, and reasonably necessary to obtain new lessees; (f) Making all repairs, alterations and improvements required to be made by Tenant hereunder and of performing all covenants of the Tenant relating to the condition of the Leased Premises; less the rent and other payments, if any, actually collect and allocable to the Leased Premises or to the portions thereof relet by Landlord. Tenant shall on demand make Indemnity Payments monthly and Landlord can sue for all Indemnity Payments as they accrue. (3) Without terminating this Lease, relet the Leased Premises without the same being deemed an acceptance of a surrender of this Lease nor a waiver of Landlord's rights or remedies and Landlord shall be entitled to Indemnity payments, as heretofore defined, from Tenant. Any reletting by Landlord may be for a period equal to or less than, or extending beyond the remainder of the original term or for the whole or any part of the Leased Premises, separately or with other premises or for any sum, or to any lessee or for any use Landlord deems appropriate. B. Upon the occurrence of any of the following: (1) The filing of a voluntary petition in bankruptcy by Tenant. (2) The filing of a petition or answer by Tenant seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or other relief of the same or different kind under any provision of the Bankruptcy Act. (3) An adjudication of Tenant as a bankrupt or insolvent. (4) The appointment of a trustee, receiver, guardian, conservator or liquidator of Tenant with respect to all or substantially all of its property. this Lease shall terminate ipso facto as of such occurrence and the Lease Premises shall be surrendered as required by Section 2. Tenant's liability for damages shall survive such termination and Landlord shall be entitled to recover an amount equal to Liquidated Damages as defined above or an amount equal to the maximum allowed by any statute or rule of law in effect at the time when and governing the proceedings in which such amount is sought,whichever is less. 8 12. ADVANCES AND INTEREST Upon the occurrence of any Event of Default, Landlord may, if such default has not been cured, cure that default for the account and at the expense of Tenant. If Landlord in curing such default is compelled to pay or elects to pay any sum of money or do any acts which will require the payment of any sum of money, the sum so paid or incurred shall be reimbursed by Tenant upon demand by Landlord. 13. ATTORNEY'S FEES Each party shall pay their own attorney fees and related legal costs incurred in successfully or unsuccessfully enforcing against the other party any covenant,term or condition of this lease. 14. ACCESS BY LANDLORD TO LEASED PREMISES Landlord, Landlord's agents, and Landlord's prospective lessees, purchasers or mortgagees shall be permitted to inspect and examine the Leased Premises at all reasonable time and Landlord shall have the right to make any repairs to the Leased Premises which Landlord may deem necessary, but this provision shall not be construed to require Landlord to make repairs except as is otherwise required hereby. 15. QUIET ENJOYMENT If Tenant shall perform all of the covenants and agreements herein provided to be performed on Tenant's part, Tenant shall, at all times during the term, have the peaceable and quiet enjoyment of possession of the Leased Premises without any manner of hindrance from Landlord or any parties lawfully claiming under Landlord. 16. CAPITOL IMPROVEMENT RESERVE FUND The sum of$70,000.00 shall be paid by the Tenant on the 15th of each January during the term of this lease for purposes of funding a capitol improvement reserve fund. These funds shall be deposited into a non-reverting with the Controller of the City of Jeffersonville and shall be expended in accordance with the laws and regulations of the State of Indiana. The Tenant shall pay said amount each year until the fund's balance reaches $500,000.00 at which time the Tenant shall not be obligated to make said annual payment until the balance in the capitol improvement reserve fund falls below $500,000.00, at which time Tenant shall resume making such payment until such balance is restored. It is further agreed that any funds remaining in the capitol improvement reserve fund at the termination of this lease, shall be returned to the Tenant. 9 17. MISCELEANOUS. In the event, Tenant should remain in possession of the Leased Premises with the consent of the Landlord after the termination of the term herein granted then the tenancy thereby created shall be a tenancy from month to month,but otherwise subject to all terms and provisions herein. All rental payments and capitol improvement reserve fund payments paid herein shall be paid to the Jeffersonville Building Authority and deposited in the Jeffersonville Building Authority Operating Non-Reverting Fund and the Jeffersonville Building Authority Capitol Improvement Reserve Non-Reverting Fund,respectively, in the Clerk-Treasurer's Office. 18. GENERAL AGREEMENT OF PARTIES This Lease shall extend to and be binding upon the heirs, personal representatives, successors and assigns of the parties. This provision, however, shall not be construed to permit the assignment of this Lease except as may be permitted hereby. When applicable, use of the singular form of any word shall mean or apply to the plural and the neuter form shall mean or apply to the feminine or masculine. The captions and article numbers appearing in this Lease are inserted only as a matter of convenience and are not intended to define, limit, construe or describe the scope or intent of such provisions. No waiver by landlord of any default by Tenant shall be effective unless in writing, nor operate as a waiver of any other default or of the same default on a future occasion. Landlord's acceptance of rent shall not be deemed a waiver as to any proceeding default. Any notices to be given hereunder shall be deemed sufficiently given when in writing and (a) actually served on the party to be notified or (b) placed in an envelope directed to the party to be notified at the following addresses and deposited in the United States mail by certified mail,postage prepaid. 1. If to Landlord at: Jeffersonville Building Authority c/o President 500 Quartermaster Ct. Jeffersonville, IN 47130 2. If to Tenant at: City of Jeffersonville c/o Mayor 500 Quartermaster Ct. Jeffersonville, IN 47130 A copy shall also be mailed to the Common Council for the City of Jeffersonville c/o the Clerk. 10 Such addresses may be changed by either party by written advice as to the new address given as above provided. If there is more than one Tenant, their obligation shall be joint and several. This Lease shall not be recorded. IN WRTESS WHEREOF, Landlord and Tenant have ;4-cuted this -ase on this \`-kms day of , 2018, and if this Lease s : cuted in • nterparts, each shall be deemed an original. Mayor, 4 ity of Jeffersonvi e Dated: ar`Lf GGA Pres' nt,Jeffersonville Building Authority Dated: 02 — �a OIS THIS INSTRUMENT PREPARED BY: Leslie D. Merkley City Attorney 500 Quartermaster Ct. Jeffersonville, IN 47130 (812)285-6423 11