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HomeMy WebLinkAbout10-94 RESOLUTION• 1 RESOLUTION NO. 1C-94 A RESOLUTION AUTHORIZING MAYOR AND CITY CLERK TO EXECUTE THE WALTON ARTS CENTER LEASE AGREEMENT BETWEEN THE CITY OF FAYETTEVILLE, ARKANSAS, UNIVERSITY OF ARKANSAS BOARD OF TRUSTEES AND THE FAYETTEVILLE ARTS COUNCIL. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the Mayor and City Clerk are hereby authorized to execute the Walton Arts Center lease agreement between the City of Fayetteville, University of Arkansas Board of Trustees and the, Fayetteville Arts Council. A copy of the lease agreement is attached hereto marked Exhibit "A" and made a part hereof_ PASSED AND APPROVED this 18th day of January , 1994. ATTEST: By: i�a-"'�y, )54 4athatvi Sherry L. Thomas, City Clerk APPROVED: • • 4 By: /i, Fred Hanna, Mayor • LEASE AGREEMENT THIS LEASE AGREEMENT is entered into between the Board of Trustees of the University of Arkansas for the University of Arkansas, Fayetteville, and the City of Fayetteville, Arkansas ("Lessors"), and the Walton Arts Center Council, Inc., formerly the University of Arkansas/City of Fayetteville Arts Center Council, Inc., a not -for profit corporation incorporated under the laws of the State of Arkansas ("Lessee"). WITNESSETH: FOR AND IN CONSIDERATION of the mutual promises of the parties contained herein, and other good and valuable consideration, Lessors hereby lease and demise to Lessee the real property and premises in the City of Fayetteville, Washington County, Arkansas, known as the Walton Arts Center, said property being more particularly described as follows: Block Six (6) of the Original Plat of the Town of Fayetteville, Arkansas, as per plat on file in the Office of the Circuit Clerk and Ex -Officio Recorder of Washington County, Arkansas. TO HAVE AND TO HOLD the same unto Lessee and unto its successors and assigns. together with all privileges and appurtenances thereunto belonging, for the term and under the conditions hereinafter set forth. 1. TERM This Lease Agreement shall be for an initial term of twenty-five (25) years beginning April 1, 1992, and ending March 30. 2017. 2. RENEWAL. This Lease Agreement shall be automatically renewed for an additional term of twenty-five (25) years, unless either party gives wntten notice of Lease Agreement Walton Arts Center Page 2 termination to the other party at least three hundred sixty (360) days prior to the expiration of this Lease Agreement. 3. RENT. Lessee agrees to pay to Lessor, as rent, the sum of One Dollar ($1.00) for the first year of the primary term, receipt of which is hereby acknowledged, with no further rental fees chargeable or payable during the remainder of the term or any renewal term. 4. FIXTURES. FURNITURE EQUIPMENT SUPPLIES, RECORDS, AND FURNISHINGS. As part of the consideration for this Lease Agreement, Lessee agrees that at the termination of this Lease Agreement, whether at the end of the lease term or any extension thereof, or by reason of Lessee's default, all fixtures. furniture, equipment, supplies, records or furnishings which have been acquired by Lessee for the use or benefit of the Walton Arts Center shall become the property of Lessors to be used to furnish and continue operation of the Walton Arts Center by Lessors or any future assignee of Lessee. 5. UTILITIES AND REFUSE REMOVAL. Lessee shall be responsible for the payment of all charges for utilities and other services provided to the premises. 6. REPAIRS Lessee shall, at its expense, maintain the interior and exterior of all buildings and other improvements in goad condition and repair, in a manner appropnate to the intended use thereof. and consistent with Lessors' standards of building maintenance and repair All repairs and maintenance shall be performed by persons, companies or agencies which are properly trained and licensed to perform such repairs • • Lease Agreement Walton Arts Center Page 3 and maintenance. All repairs and maintenance shall meet all applicable Code or other legal requirements. 7. ALTERATIONS Lessee may not make any changes, alterations, additions or major repairs to the premises, unless all plans and specifications for such changes, alterations, additions or major repairs have been approved by Lessors and by any agency of the State of Arkansas required by law to approve such projects. Lessors, their officers, officials, employees, and agents, and any agency of the State of Arkansas which is required by law to do so, may inspect any such project to insure that plans and specifications are followed, and that the construction or reconstruction meets the requirements of state or federal law and applicable codes, and may require changes to be made in order to comply with the plans, specifications, state or federal law or applicable codes. 8. PROPERTY INSURANCE Lessee shall maintain all nsk insurance coverage on the premises, including the buildings, equipment and contents of the buildings and other improvements to the premises, in an amount equal to the replacement value of such buildings, improvements, equipment and contents. The policy limits, deductibles, and coverage must include the following: a. Repair or replacement cost endorsements. b. Agreed amount endorsement, with the amount to be approved by Lessors. c. Extra expense coverage with a minimum limit of Five Hundred Thousand Dollars ($500,000). Lease Agreement Walton Arts Center Page 4 d. Flood and earthquake coverage e. Boiler and machinery coverage. f. Maximum single occurrence deductible of no more than Twenty -Five Thousand Dollars ($25,000). g. Business interruption coverage with a minimum limit of One Million Dollars ($1,000,000). The minimum amount of the coverage and the single occurrence deductible will be reviewed and may be increased every two (2) years during the lease term and any renewal term, at Lessors' option. Lessors shall be named as additional insureds, as their interest may appear. Proof of such insurance coverage shall be given to Lessors at least annually, and upon demand Lessee may request that it be included on fire and casualty insurance policies maintained by either of Lessors. If requested, so long as such coverage is authorized under the terms of either of Lessors' policies, Lessee will be included in the coverage, and Lessors' or either of them will charge Lessee for the cost of such coverage. In such case, the same deductible applicable to the buildings of the Lessor whose coverage is involved will be applied to Lessee. That Lessor shall notify Lessee whenever the amount of the deductible changes Lessors shall in no way be liable or responsible for any damage to any property of Lessee in or about the premises by reason of flood, water, fire, windstorm or other casualty or act of nature or by reason of theft or vandalism Lease Agreement Walton Arts Center Page 5 9. DESTRUCTION BY FIRE OR OTHER CASUALTY. In the event of partial or complete destruction of any of the buildings or other Improvements to the property or of any fixtures, furniture, equipment, supplies, records or furnishings acquired by Lessee through private contributions or through the original contnbutions of Lessors, as a result of fire or other major casualty, any insurance proceeds received as a result of such fire or casualty shall be used to repair, rebuild or replace the damaged or destroyed buildings or other improvements, fixtures, furniture, equipment, supplies, records or furnishings, or may be expended by agreement of the parties, provided that nothing herein shall require Lessors to expend funds for such repairs, reconstruction or replacement in excess of available insurance proceeds. This provision shall continue in full force and effect as to any reconstructed property. If, by reason of flood, fire, windstorm, or other act of nature or unavoidable casualty, the premises are severely damaged so as to seriously impair Lessee's operations, Lessee may terminate this Lease Agreement. In this event, Lessors may retain any insurance proceeds received as a result of the casualty for purposes of providing a facility for the arts. 10. LIABILITY INSURANCE Lessee shall indemnify and hold Lessors, their officers, officials, employees and agents harmless from any and all liability, including attorneys' fees, for claims. expense, loss or damage to persons or property arising out of or in connection with the property or Lessee's use of the property, except such claims, etc., which might arise as a result of use of the property by either of the Lessors; Lease Agreement Walton Arts Center Page 6 • provided however, this shall not waive the tort or sovereign immunity of either of the Lessors. Lessee shall maintain a comprehensive general liability insurance policy insuring against such a Toss or damage in the minimum amount of One Million Dollars ($1,000,000) per person or occurrence. The minimum amount of the coverage will be reviewed and may be increased every two (2) years during the lease term and any renewal term, at Lessors' option. Lessors shall be named as additional insureds, as their interest may appear Proof of such liability insurance coverage shall be given to Lessors at least annually, and upon demand. 11. TAXES AND ASSESSMENTS. In the event taxes or other assessments are assessed against Lessor by virtue of or ansing out of Lessee's use of the property, Lessee shall reimburse Lessor for any taxes or assessments interest and/or penalties to be paid by Lessor thirty (30) days prior to the deadline for payment of such taxes or assessments. Should it appear that the property is entitled to exemption from ad valorem taxes or other assessments, Lessors shall make reasonable efforts to contest such taxes or assessments; provided however, the decision of Lessors as to whether to proceed with an appeal of an adverse determination at any level shall be within the sole discretion of Lessors. Lessee shall be responsible for payment of all costs, including attorneys' fees, incurred by Lessors in defending any appeal from a decision imposing taxes or assessments on the property. 12 USES. The property will be used by Lessee only for the purpose of operating an arts center or related activity which is approved by Lessors in advance. Lessee will Lease Agreement Walton Arts Center Page 7 comply with all valid laws, statutes, ordinances, regulations and legal requirements governing the use of the premises and the activities conducted thereon, and will not permit or suffer the leased premises to be used for any illegal purposes, to create a nuisance, or to create dangerous conditions affecting other persons or property. 13. RIGHT OF ENTRY. Lessors, their officers, officials, employees or agents shall have the nght to enter the property at any time during regular operating hours for the purpose of inspecting the premises and determining compliance with laws, statutes, ordinances, regulations and legal requirements. 14. PROHIBITION AGAINST CREATION OF LIEN. Lessee shall have no authority, express or implied, to create any lien, charge, or encumbrance upon fixtures, furniture, equipment, supplies or furnishings or the demised premises or upon the improvements thereon, unless otherwise agreed to in wnting by Lessors or their agents. 15. ASSIGNMENT RESTRICTED. This Lease Agreement shall not be assigned nor may any part of the property be sublet without the written consent of Lessors; provided however, Lessee may rent space on the leased premises to persons or organizations for performances, seminars, offices for charitable organizations, or other lawful purposes, and may determine the amount of rent to be charged for such purposes. 16 RENTAL FEES The fees charged by Lessee to Lessors for use of any of the facilities covered by this Lease Agreement shall not exceed the fees charged by Lessee to any non-profit corporation for use of the facilities. 17. DELIVERY AT END OF LEASE. At the expiration of the term of this Lease Lease Agreement Walton Arts Center Page 8 Agreement or any extension thereof, or at termination of the Lease Agreement by either party, Lessee agrees to surrender possession of the property, including all fixtures, furniture, equipment, supplies, records and furnishings acquired by Lessee for the benefit of the Walton Arts Center, without demand Should Lessee fail to do so, Lessee shall be responsible for all damages Lessors may sustain, including claims made by any succeeding tenant against Lessors which are founded upon delay or failure to deliver possession of the premises to such succeeding tenant, in addition to the damages generally recoverable by Lessors by reason of any breach by Lessee. Lessee hereby waives any and all notice to which Lessee may otherwise be entitled under the laws of the State of Arkansas as a prerequisite to a suit against Lessee for the unlawful detention of the premises. 18. LIEN ON PROPERTY. Lessors shall have a lien on all property of Lessee which is upon the premises to ensure the continued operation of the Walton Arts Center as set forth in Paragraph 4 and for payment of any sums owed to Lessors by Lessee. 19. DEFAULT. Should Lessee fail to perform any of its obligations hereunder. Lessors shall give written notice of such failure to the Chairman of the Board of Directors of Lessee and the Executive Director of the Walton Arts Center by a form of delivery requinng a signed receipt, which may include personal delivery. For any default which may reasonably be cured within thirty (30) days after receipt of such notice, if substantial compliance is not completed within such time, Lessee shall be in default. For any default which may not reasonably be cured within thirty (30) days after receipt of the notice, Lease Agreement Walton Arts Center Page 9 Lessee must begin curative action within such thirty (30) day period and conclude the same within a reasonable penod, otherwise Lessee shall be in default. in the event of default, Lessors, at their election, may terminate this Lease Agreement, re-enter and take possession of the property, including all fixtures, furniture, equipment, supplies, records and furnishings acquired by Lessee for the benefit of the Walton Arts Center, and expel Lessee and all other persons who may be in possession, without demand or notice. Lessors may recover damages, interest, attorney's fees and costs from Lessee for any breach of this Lease Agreement. In addition, Lessor may pursue any other remedy or remedies which may be available in law or equity. 20. WAIVER OF BREACH No waiver of any breach of any of the covenants herein contained shall be construed to be a waiver of any succeeding breach of the same or any other covenant. 21. NO PARTNERSHIP CREATED. This Lease Agreement shall not be construed to create a partnership or agency relationship between Lessors and Lessee. 22. PARTIES BOUND. This Lease Agreement is subject to the approval of the Board of Trustees of the University of Arkansas, the City Council of the City of Fayetteville, State Building Services, and the Board of Directors of Lessee. All covenants, conditions, agreements and undertakings contained herein shall inure to the benefit of and be binding upon the respective legal successors in interest or assigns of the parties. 23. APPLICABLE LAW. This Lease Agreement shall be govemed by and construed under the laws of the State of Arkansas. Lease Agreement Walton Arts Center Page 10 24. ENTIRE AGREEMENT. This Lease Agreement expresses the entire agreement of the parties and may only be amended in writing signed by all parties hereto or their duly authonzed agents. IN WITNESS WHEREOF, the parties set their hands by their duly authonzed respective officers. This Lease Agreement is effective on the date of the last required signature. LESSORS: ATTEST: �WHCARLILLOCK SE ATTEST: CRE SHERRY T MAS, CITY CLERK BOARD F TRUSTEES OF THE UNIVE ITY/OF ARKANSAS: By H.L. HEMBREE, III, CHAIRMAN Date: L % Ia4 / Q CITY OF F,YETTEVILLE: By: FRED HANNA, MAYOR Date: / -/t -9 • • Lease Agreement Walton Arts Center Page 11 LESSEE: ATTEST: • • WALTON TS CENTER COUNNI�NC. By J It JO STARRPRESIDENT BERNARD MADISON, SECRETARY APPROVED: ARKANSAS STATE BUILDING SERVICES By: TITLE: Date: ACKNOWLEDGEMENT STATE OF ARKANSAS )SS COUNTY OF SEBASTIAN ) On this ety day of (Vottn.lor..e 1993, before me, a Notary Public, duly commissioned and acting in and for the State and County aforesaid, personally appeared H. L. HEMBREE, III, to me well known, who stated that he was the Chairman of the Board of Trustees of the University of Arkansas, and had been authonzed by lawful resolution of the Board of Trustees of the University of Arkansas to execute contracts on behalf of the University of Arkansas, and that he acknowledged that he had executed the foregoing Lease Agreement for the consideration, uses and purposes stated there -in. IN WITNESS WHEREOF, I hereunto set my hand and seal thisa4�day of NuErviated 1993. c --L ep (Seal) Notary Publi My commission expires. 371, t49S • • • Lease Agreement Walton Arts Center Page 12 STATE OF ARKANSAS ) )SS COUNTY OF PULASKI ) • ACKNOWLEDGEMENT On this y 14 day ofry's,,,'LA 1993, before me, a Notary Public, duly commissioned and acting in and for the State and County aforesaid, personally appeared CARL S WHILLOCK, to me well known, who stated that he was the Secretary of the Board of Trustees of the University of Arkansas, and had been authonzed by lawful resolution of the Board of Trustees of the University of Arkansas to execute contracts on behalf of the University of Arkansas, and that he acknowledged that he had executed the foregoing Lease Agreement for the consideration, uses and purposes stated there -in. 1 WITNESS WHEREOF, 1 hereunto set my hand and seal this 94 day of , 1993 ! (Seal) Notary Public My commission expires: ACKNOWLEDGMENT STATE OF ARKANSAS ) )SS COUNTY OF WASHINGTON ) 1 On this /S M day of JAa:ukKU 1 1994 before me. a Notary Public, duly commissioned and acting in and for the State and County aforesaid, personally appeared FRED HANNA and SHERRY THOMAS to me well known, who stated that they were the duly elected Mayor and City Clerk, respectively, of the City of Fayetteville, Arkansas, and authorized by lawful resolution of the City Council of said City of Fayetteville, Arkansas, to execute the foregoing Lease Agreement, and that they acknowledged that they had executed the foregoing Lease Agreement for the consideration, uses and purposes stated therein. IN WITNESS WHER Flul'hereunto \i/3A,'bA4y 19411 ••.•'�FFPLCrtaO•.,4b tizs as, NaTAgy • (Seal) i 5 set my hand and seal this /f<7,/day of AAtei Notary Public My commission expire.• F•D .• •d 7 .b CNG ::•O mad • • Lease Agreement Walton Arts Center Page 13 • • ACKNOWLEDGMENT STATE OF ARKANSAS )SS COUNTY OF WASHINGTON ) J On this /G day of /ll01993, before me, a Notary Public, duly commissioned and acting in and for the State and County aforesaid, personally appeared BILLIE JO STARR and BERNARD MADISON to me well known, who stated that they were the President and Secretary of the Walton Arts Center Council, Inc. and are authonzed by the By -Laws of same to execute the foregoing Lease Agreement, and that they acknowledged that they had executed the foregoing Lease Agreement for the consideration, uses and purposes stated there -in. IN WI NESS WHEREOF, I hereunto set my , 1993. hand and seal this /I day of (Seal) NotaPublic J-/ -0,G0D My comnussien expires: This Leese Agreement was prepared by Ginger P. Crisp, Associate General Counsel for the University of Arkansas, 421 Administration Building, Fayetteville, Arkansas 72701.