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HomeMy WebLinkAbout162-11 RESOLUTIONRESOLUTION NO. 162-11 A RESOLUTION TO APPROVE A ONE YEAR LEASE WITH SOUTHWIND HOSPITALITY, LLC FOR THE BOTTOM LEVEL OF THE MEADOW STREET PARKING DECK FOR $4,450.00 PER MONTH; AND TWO SEVEN YEAR AUTOMATIC RENEWALS FOR THE FIRST AND THIRD LEVELS FOR $8,900.00 PER MONTH BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the attached Lease of Meadow Street Parking Deck, Levels 1 and 3, to Southwind Hospitality, LLC in the monthly amount of $4,450.00 for level one only in the first year and in the monthly amount of $8,900.00 for levels 1 and 3 for the first and second seven year renewals. Section 2: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to execute this Lease. PASSED and APPROVED this 6th day of September, 2011. APPROVED: ATTEST: SONDRA E. SMITH, City Clerk/Treasurer Don Marr & Sharon Waters Submitted By City of Fayetteville Staff Review Form City Council Agenda Items and Contracts, Leases or Agreements 9/6/2011 City Council Meeting Date Agenda Items Only Parking Division Division Action Required: Transportation Services Department A Resolution to approve a one year lease agreement with Southwind Hospitality, LLC for the Meadow Street Parking Deck for 89 spaces in the first level of the Fayetteville Municipal Parking Garage located at 25 E Meadow Street, and two additional seven (7) year extensions for 178 spaces at $50.00 per space. (53,400.00) Cost of this request 2130.0913.4426.10 Account Number Project Number Budgeted Item Category ! Project Budget $ Parking Deck Revenue Program Category / Project Name Parking Mangement Funds Used to Date Program 1 Project Category Name Off Street Parking Remaining Balance Fund Name Budget Adjustment Attached DeP rrient Director City Attorn S-') s - 1 I Previous Ordinance or Resolution # Date Original Contract Date: - Original Contract Number: Date Fina and Internal Services Director 1 Dtle OLY:fr D 4V), ie D to .,8-23-11 P12:37 RCVD Received in City Clerk's Office , f CirCK , Comments: Revised January 15, 2009 Wreville, City Council Agenda Memo City Council Meeting Date: September 6. 2011 To: Mayor and Members of the City Council Thru: Mayor Jordan From: Don Marr, Chief of Staff&2) Sharon Waters, Parking and Telecom Manager Date: 8/23/2011 Subject: Resolution Approving Parking Lease Agreement with Southwind Hospitality LLC Recommendation: City staff recommends the approval of a Parking Lease Agreement with Southwind Hospitality LLC for a term of one (1) year — 89 parking spaces in the first level of the Municipal Parking Garage located at 25 E Meadow Street, with two automatic annual renewals each for a period of seven (7) additional years for 178 parking spaces on the first and third level of the Municipal Parking Garage located at 25 E Meadow Street. Background: The City was approached by Southwind Hospitality LLC with interest to enter into a long term lease with the City of Fayetteville. Southwind Hospitality LLC must secure a parking agreement in order to finalize banking requirements and secure funding for the purchase and renovation of the old Cosmopolitan Hotel. Ozark Asset Management Group, Inc. received a newly revised lease for only the first floor of the municipal deck at the time they took over operation of the facility through receivership. The Council approved that lease in August of 2010. The new owners are scheduled to close on the purchase and financing transaction on or around September 13, 2011. The lease must be finalized by closing Discussion: In the new Lease Agreement, 89 spaces on the first level of the municipal deck will be rented beginning October 1St, 2011 for $50.00 per space. The deck will remain open to all individuals who wish to utilize the parking. After one year, Southwind Hospitality LLC has the right to renew the lease for an additional seven (7) years at $50.00 per space for 178 spaces located on the first and third floors of the Municipal Deck. The spaces are to be used primarily by their hotel guest who have access into the garage with access cards provided by the hotel. The general public may also use this parking area by paying $4.00 upon entry pending availability. The city staff retains service and control of all parking equipment and revenue control machines. The hotel will lease the parking garage and retain all parking revenues collected from the machines. This is the same agreement that the City currently has with the Fayetteville Town Center, and the current tenants Ozark Asset Management Group Inc. 113 West Mountain 72701 (479) 575-8323 accessfayetteville.org TDD (Telecommunications Device for the Deaf) (479)-521-1316 Budiet Impact: The first year of the lease, is a lease for 89 spaces on the first level of the Municipal Deck rented for $50.00 per space per month. This will generate $53,400 in parking revenues per year. If the City Council approves the lease and Southwind Hospitality LLC renews the lease for an additional seven (7) years, the City will generate $106,800 annually, based on leasing the first and third floors of the municipal deck at $50.00 per space for 178 spaces. 113 West Mountain 72701 (479) 575-8323 accessfayetteville.org TDD (Telecommunications Device for the Deaf) (479)-521-1316 RESOLUTION NO. A RESOLUTION TO APPROVE A ONE YEAR LEASE WITH SOUTHWIND HOSPITALITY, LLC FOR THE BOTTOM LEVEL OF THE MEADOW STREET PARKING DECK FOR $4,450.00 PER MONTH; AND TWO SEVEN YEAR AUTOMATIC RENEWALS FOR THE FIRST AND THIRD LEVELS FOR $8,900.00 PER MONTH BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the attached Lease of Meadow Street Parking Deck, Levels 1 and 3, to Southwind Hospitality, LLC in the monthly amount of $4,450.00 for level one only in the first year and in the monthly amount of $8,900.00 for Ievels 1 and 3 for the first and second seven year renewals. Section 2: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to execute this Lease. PASSED and APPROVED this 6th day of September, 2011. APPROVED: ATTEST: By: By: LIONELD JORDAN, Mayor SONDRA E. SMITH, City Clerk/Treasurer KIT WILLIAMS FAYETTEVILLE CITY ATTORNEY JASON B. KELLEY Assistant City Attorney Judy Housley Office Manager Phone (479) 575-8313 FAX (479) 575-8315 IDD (479) 521-1316 August 23, 2011 Mr. Ike Thrash Southwind Hospitality, LLC 5998 Place Blvd. Hattisburg, MS 39402 Dear Ike: lretrilyle ARKANSAS 113 W. Mountain, Suite 302 Fayetteville, AR 72701-6083 Enclosed is the original Lease of Meadow Street Parking Deck which is changed as you requested to require that the private parking "revenue shall be reimbursed to Southwind Hospitality within thirty (30) days of receipt of monies collected." Please sign this original and have your signature witnessed. Please also print your "Title" where indicated. Then return this to me ASAP. We will substitute this original for the e-mailed back copy in the Final Agenda Packet for the Aldermen. You will get a fully executed copy when approved by City Council Resolution and signed by the Mayor and City Clerk. With kindest r KIT WILLIAMS Fayetteville City Attorney ards, KW/jh Enclosure cc: Mayor Jordan Don Marr, Chief of Staff LEASE OF MEADOW STREET PARKING DECK Levels 1 and 3 This Agreement, made and entered into this _ jP' day of 2011, by and between the City of Fayetteville, Arkansas, a Municipal' Corporation, 113 W. Mountain St., Fayetteville, Arkansas, and Southwind Hospitality, LLC 5998 Place Blvd. Hattiesburg, MS 39402. WITNESSETH: The City of Fayetteville, for and in consideration of the rents hereinafter reserved and of the covenants and agreements hereinafter set forth to be kept and performed by Southwind Hospitality agrees to lease the premises as later described to Southwind Hospitality, LLC, and Southwind Hospitality, LLC agrees to pay rents set forth below and to lease from the City of Fayetteville, portions of the Meadow Street Parking Deck on that parcel of land situated in the County of Washington and State of Arkansas, and more particularly described as: Eighty-nine (89) parking spaces located in the first level and eighty- nine (89) parking spaces located on the third level of the Meadow Street Parking Deck located upon real property more particularly described as: A part of Block numbered Fifteen (15) in the original plat of the City of Fayetteville, Arkansas, described as follows: Beginning at a point 127 feet west of the northeast comer of said Block Fifteen; and running thence west 177 feet; thence south 206 feet; thence east 177 feet; thence north 206 feet to the place of beginning. Said parcel of land and parking spaces may be hereinafter referred to as the "Leased Premises". 1. Term of Lease. The initial term of this Lease shall commence on October 1, 2011 after the execution of the lease by both parties and shall be for a period of one (1) year and cover only the first level with 89 parking spaces at $50.00 per month each or $4,450.00 per month. There shall be two automatic annual renewals, each for a period of seven (7) additional years. For each of the seven (7) year extensions Southwind Hospitality will lease 178 parking spaces at $50.00 per month on the first and third levels of the Meadow Street Parking Deck for a total monthly rental of $8,900.00. 2. Right of First Refusal. If at any time during the term of this Lease the City of Fayetteville receives an acceptable bona fide offer to purchase the Leased Premises, or any part thereof, the City of Fayetteville shall submit a written copy of such offer to Southwind Hospitality giving Southwind Hospitality thirty (30) days within which to elect to meet such offer. 3. Parking Spaces. This Lease shall be for the entire first level of the Leased Premises consisting of eighty-nine (89) parking spaces of the Fayetteville Municipal Parking Deck located at 25 E. Meadow Street for the term of the first 1 year lease. This lease shall cover the first and third levels (178 parking spaces) for years 2-15. 4. Rent. Southwind Hospitality shall pay to the City of Fayetteville as rent for the Leased Premises the following: a. The sum of fifty dollars ($50.00) per month per parking space (89) rented on the first level of the Leased Premises which monthly total shall be Four Thousand Four Hundred Fifty Dollars ($4,450.00). b. The sum of fifty dollars ($50.00) per month per parking space rented (89) on the third level of the Leased Premises which monthly total shall be Four Thousand Four Hundred Fifty Dollars ($4,450.00). c. The monthly rental shall be payable in consecutive monthly installments payable in advance on or before the first day of every calendar month. 5. Deposit. Southwind Hospitality shall pay to the City of Fayetteville a deposit in advance equal to one (1) months rent. Deposit must be paid to the City of Fayetteville within ten (10) business days upon execution of this Agreement. Upon termination of this Agreement, the deposit shall be applied to any outstanding balance due and the remainder returned to Southwind Hospitality within forty-five (45) days after termination of Agreement. 6. Use. Southwind Hospitality and their subtenant or occupants shall have the right to use the Leased Premises for parking only; any other use of the Leased Premises must be pre -approved by the City of Fayetteville and shall meet all present and future building codes, zoning and other laws. 7. Repairs. The City of Fayetteville shall, during the term of this Lease and any renewal or extension thereof, at its sole expense, keep the Leased Premises in as good order and repair as it is at the date of the commencement of this Lease, reasonable wear and tear and damage by accidental fire or other casualty not within the control of City of Fayetteville excepted. Southwind Hospitality shall not knowingly commit or willfully permit to be committed on the Leased Premises any waste, damaging act or thing contrary to the rules and regulations prescribed from time to time by either federal, state or municipal authority. 8. Casualty. If at any time the Leased Premises or the building which forms the principal component of the Leased Premises should be damaged by fire or any major casualty which is not the fault of Southwind Hospitality and the cost of repairing the damage does not exceed 35% of the value of the Meadow Street Parking Deck, then the City of Fayetteville shall as soon as reasonably practical repair the damage caused by said fire or other casualty. If, however, the damage should exceed 35% of the value of the Meadow Street Parking Deck, the City of Fayetteville shall have the option of either repairing said premises or terminating this Lease as of the date of said fire or other casualty by giving notice to Southwind Hospitality within thirty (30) days after said date. If the damages should render the Leased Premises untenantable for the use of Southwind Hospitality's business as set forth herein, the rental from the date of said fire, or any major casualty not the fault of the Southwind Hospitality, to the date of the completion of the restoration of the premises shall beabated, such abatement being figured on a pro rata basis of the rentals. In the event the damage should exceed 35% of the value of the Meadow Street Parking Deck and the City of Fayetteville makes the decision not to repair the Leased Premises such a decision must be submitted in writing to Southwind Hospitality. Upon receipt of the notice from City of Fayetteville, Southwind Hospitality has thirty (30) days to elect either, or both, of the following options: a. To purchase the entire Leased Premises from City of Fayetteville at its then fair market value and/or, b. To repair the Leased Premises as Southwind Hospitality's sole and exclusive expense with all terms of the Lease Agreement, except for abatement of rent provided for herein, continuing in effect. 9. Liehtine and Painting. City of Fayetteville shall, during the term of this Lease and any renewal or extension thereof, at its sole expense, keep, in the same manner as it is as of the date of the commencement of this Lease, the Leased Premises lighted, and all parking spaces properly striped and the premises painted. 10. Parking Equipment. City of Fayetteville shall, during the term of this Lease and any renewal or extension thereof, at its sole expense, provide revenue control and access equipment for the Leased Premises. This equipment shall include parking gates, parking card readers, and automatic revenue control machines located at the entrance of the parking deck. 11. Parking Management Services. The City of Fayetteville shall provide services to manage the municipal parking deck located directly east of the Cosmopolitan Hotel. This service shall include the following: a. Provide parking revenues and access control equipment for Leased Premises. b. Program parking cards and distributing them to Southwind Hospitality; activate and deactivate parking cards as requested by Southwind Hospitality. c. Provide routine maintenance on gates, card readers, revenue control machines, etc. Expenses incurred for maintenance on equipment shall be borne by the City of Fayetteville, unless damages for required repairs were directly caused by Southwind Hospitality and/or its employees. d. Provide a minimum of four (4) hours of cleaning services per week; cleaning services include sweeping; blowing; vacuuming; spot washing of soft drinks, mud, or other spills; and the emptying of trash containers into the dumpster. e. Retrieve revenues from revenue control machines at least once per month. f. Frequently service the revenue control machines to ensure change hoppers have sufficient coins to make change to customers. City staff will take sufficient amount of money from the revenues collected in order to purchase enough quarters and dollar coins to keep revenue machines fully operational. One hundred percent (100%) of the revenues collected, less monies used to replenish quarter and dollar coin hoppers, will be deposited into the City's account; a check will be issued to Southwind Hospitality for one hundred percent ( 100%) of the total revenues, less monies used to replenish quarter and dollar coin hoppers and/or cost to replenish parking cards. This revenue shall be reimbursed to Southwind Hospitality within thirty (30) days of receipt of monies collected. g. Provide accounting of all revenues received through the revenue control machines on a monthly basis; provide audit statements of revenues collected to Southwind Hospitality on a monthly basis. h. All expenses incurred for the purchase of equipment and supplies for the operations of the deck shall be borne by the City of Fayetteville. All purchases shall be initiated by the City of Fayetteville. The City agrees to allocate parking cards only to Southwind Hospitality's and employees of the Parking Management Division for purposes of executing parking services. j. Southwind Hospitality may reallocate parking cards to a second party as they deem necessary; however, Southwind Hospitality may not resell parking spaces for a greater amount than that paid by Southwind Hospitality to the City of Fayetteville as set forth in this contract except that Southwind Hospitality is free to charge its hotel guests whatever parking fee it determines is appropriate. 4 12. Tenant Responsibilities. Southwind Hospitality shall provide the following: a. Reimburse the City of Fayetteville for cost of all parking cards provided for access into the Leased Premises. The City of Fayetteville shall bill Southwind Hospitality for all parking cards issued to Southwind Hospitality at the actual cost of the cards plus applicable sales tax. The City of Fayetteville shall have the option to bill Southwind Hospitality for this cost, or may deduct the cost directly from the money collected from the revenue control machines. If invoiced, Southwind Hospitality shall submit payment within thirty (30) days of invoice date to the City of Fayetteville. b. Provide advance notification to the City of Fayetteville and post signage at the Leased Premises at least forty-eight (48) hours in advance prior to any parking area closure on Leased Premises. c. Provide advance notification at least forty-eight (48) hours in advance to the City of Fayetteville when gates need to be programmed to open/close for special events or any other reason. d. Provide advance notification at least forty-eight ( 48) hours in advance to the City of Fayetteville when additional parking cards need to be issued and/or programmed. 13. Insurance. Southwind Hospitality shall be solely responsible for insuring its interests in the Leased Premises and improvements for its protection. 14. Taxes. The City of Fayetteville shall pay all real estate taxes and special assessments, if any, during the term of the Lease. 15. Utilities/Janitorial. The City of Fayetteville shall pay for all utility service and janitorial service in the Leased Premises. 16. Nuisance. Southwind Hospitality covenants and agrees not to use or allow the Leased Premises to be used for any purpose or in any manner which would constitute or create a nuisance, which would constitute waste, which would interfere with the lawful rights of owners or occupants of adjoining property or which would in any way be contrary to the law, ordinances, orders, rules, regulations or requirements of the federal, state, county or municipal governments or any department, board or bureau thereof. Southwind Hospitality further agrees to promptly comply with the requirements of any of the aforesaid authorities with reference to the installation, erection, construction, use, repair or modifications or any improvements situated upon the Leased Premises during the term of this Lease. 17. Holding Over. Any occupancy by Southwind Hospitality of the Leased Premises beyond the expiration of this Lease as herein provided shall be a tenancy from month to month. S 18. Notices. All notices, demands and requests provided for or permitted to be given under this Agreement must be in writing and shall be deemed to have been properly given or served by depositing the same in the United States Mail, addressed to the City of Fayetteville or to Southwind Hospitality, as the case may be, prepaid and certified mail, return receipt requested, at the party's last known address. All notices, demands and requests shall be effective seventy-two (72) hours after being deposited in the United States Mail. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice, demand or request. Either party shall have the right from time to time and at any time upon at least ten (10) days written notice thereof, to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America. 19. Legal Representatives, Successors and Assigns. It is further covenanted and agreed by and between the City of Fayetteville and Southwind Hospitality, that all covenants, agreements, provisions, conditions and undertakings in this Lease contained shall extend to and be binding upon the heirs, executors, successors and assigns of the respective expressed, and shall be construed as covenants and conditions running with the land and the reversion; and that wherever in this Lease reference is made to either the City of Fayetteville or South wind Hospitality , it shall be held to include and apply to (wherever and whenever applicable) the heirs, executors, successors, personal or legal representatives and assigns of the City of Fayetteville or Southwind Hospitality, the same as if in each and every case so expressed. 20. Condemnation. If during the term of this Lease, or any renewal thereof, all or substantially all of the Leased Premises shall be taken or condemned by a competent authority for any purpose or use, then the Lease shall terminate immediately after the vesting of title in such authority and rent shall be paid to and adjusted as of that day. The term "all or substantially a11" shall be deemed to mean a taking of all of the Leased Premises or a taking of such portion of the Leased Premises that Southwind Hospitality cannot reasonably operate in the remainder in substantially the same manner as before. 21. Right Upon Default. The City of Fayetteville may declare Southwind Hospitality in default and terminate this lease if Southwind Hospitality shall do any of the following: a. Default in the payment of any installment of monthly rent and continue in default for thirty (30) days after the City of Fayetteville gives Southwind Hospitality written notice specifying the default; or b. Fail to timely pay monthly rental payments for two (2) or more months during any consecutive twelve (12) month period during the term of this lease may, at the discretion of the City of Fayetteville, constitute default; or c. Default in any other covenant of Southwind Hospitality in this Lease and fail to commence (subject to unavoidable delay) to take reasonable steps to remedy such default within twenty (20) days after the City of Fayetteville gives Southwind Hospitality written notice specifying the default. d. Upon the occurrence of any default that has not been fully and timely remedied, the City of Fayetteville may terminate this Lease upon ten (10) days written notice of its intent to so terminate, provided the termination shall not be allowed if either of the following provisions are complied with during the notice period or at any prior time: Southwind Hospitality proceeds to cure the default or takes reasonable remedies to cure the default; or ii. Southwind Hospitality contests the amount claimed to be due or any other item for which an amount could be estimated (definite or estimated), and Southwind Hospitality deposits the contested amount in an escrow account with instructions to the escrow agent to disburse the amount in accordance with the written, agreement of Southwind Hospitality and the City of Fayetteville or in accordance with the order of a court exercising jurisdiction over the controversy. 22. Termination. Neither party may terminate this agreement without consent of the other party unless the other party has committed a default. If the City of Fayetteville sells this parking garage to a third party, this lease and all extensions of this lease must be assigned with the sale. 23, Assignability. Southwind Hospitality shall not, without the written consent of City of Fayetteville, assign this Lease, or any rights there under, or sublet any part of the Leased Premises, provided however, Southwind Hospitality is authorized to assign this Lease as part of any sale of the hotel that is located adjacent to the Leased Premises provided that, at the time of the closing of the sale, the purchaser agrees to continue to operate the purchased improvements as a hotel. Upon any approved assignment of this lease by Southwind Hospitality in which its assignee agrees to be bound by all terms of this Lease, Southwind Hospitality shall be released and discharged from any further obligations or liabilities it has hereunder and any assignee of Southwind Hospitality shall have all rights belonging to Southwind Hospitality under this Lease. 24. Entire Agreement. All previous negotiations and understandings between the City of Fayetteville and Southwind Hospitality, or their respective agents and employees, with respect to the Lease Agreement set forth herein are merged in this Lease Agreement which alone fully and completely expresses the parties' rights, duties and obligations. 25. Amendments. No waivers, alterations or modifications of this Lease shall be valid unless written upon or attached to the fully executed copies of this Lease and further executed by both the City of Fayetteville and Southwind Hospitality herein. 26. Sinding. This Lease shall be binding upon the parties and upon their heirs, successors and assigns. This Lease shall be construed under the laws of the State of Arkansas. IN WITNESS WHEREOF, the City of Fayetteville and Southwind Hospitality have executed this Agreement on or as of the date first written above. SOUTHWIND HOSPITALITY, LLC, an Arkansas limited liability company CITY OF FAYETTEVILLE, ARKANSAS ,44111 4/hc,l,L `f tle j Witness: Attest: BY: 1ls4 k rive4 S Ve By: b�M > 6 . grmi, (Printed Name and Title) SO DRA E. SMITH, City Clerk {llll551Jlt�,,' • FAYETI-EVI LLE • • LEASE OF MEADOW STREET PARKING DECK Levels 1 and 3 This Agreement, made and entered into this day of 2011, by and between the City of Fayetteville, Arkansas, a Municipal 'orporation, 113 W. Mountain St., Fayetteville, Arkansas, and Southwind Hospitalit , LLC 5998 Place Blvd. Hattiesburg, MS 3'402 WITNESSETH: The City of Fayetteville, for of the covenants and agreements Southwind Hospitality agrees to le Hospitality, LLC, and Southwind Ho and to lease from the City of Fayettevil on that parcel of land situated in the Cou more particularly described as: d in consideration of the hereinafter set forth e the premises itality, LLC , portio of ents hereinafter reserved and to be kept and performed by as later described to Southwind grees to pay rents set forth below of the Meadow Street Parking Deck ashington and State of Arkansas, and Eighty-nine (89) parking spaces Io•ated the first level and eighty- nine (89) parking spaces locate. on the ird level of the Meadow Street Parking Deck located pon real pr..erty more particularly described as: A part of Block numbered ' fifteen (15) in the origin: plat of the City of Fayetteville, Arkansas, described as follows: Beginn g at a point 127 feet west of the north : _ st comer of said Block Fifte- ; and running thence west 177 fee , thence south 206 feet; thence - . st 177 feet; thence north 206 feet to the place of beginning. Said parcel of land an Premises". parking spaces may be hereinafter referre• to as the "Leased 1. Term of L = se. The initial term of this Lease shall commence on 0 ober 1, 2011 after the execut'.n of the lease by both parties and shall be for a period of o 'e (1) year and cover o the first level with 89 parking spaces at $50.00 per monteach or $4,450.00 p. month. There shall be two automatic annual renewals, each for a p: iod of seven (7) additional years. For each of the seven (7) year extensions Soul ind Hospital' y will lease 178 parking spaces at $50.00 per month on the first and third le -Is of the ► eadow Street Parking Deck for a total monthly rental of $8,900.00. 2. Right of First Refusal. If at any time during the term of this Lease the City of Fayetteville receives an acceptable bona fide offer to purchase the Leased Premises, or any part thereof, the City of Fayetteville shall submit a written copy of such offer to Southwind Hospitality giving Southwind Hospitality thirty (30) days within which to elect to meet such offer. 3. Parking Spaces. This Lease shall be for the entire first level of the Leased Premises consisting of eighty-nine (89) parking spaces of the Fayetteville Municipal Parking Deck located at 25 E. Meadow Street for the term of the first 1 year lease. This lease shall cover the first and third levels (178 parking spaces) for years 2-15. 4. Rent. Southwind Hospitality shall pay to the City of Fayetteville as rent for the Leased Premises the following: a. The sum of fifty dollars ($50.00) per month per parking space (89) rented on the first level of the Leased Premises which monthly total shall be Four Thousand Four Hundred Fifty Dollars ($4,450.00). b. The sum of fifty dollars ($50.00) per month per parking space rented (89) on the third level of the Leased Premises which monthly total shall be Four Thousand Four Hundred Fifty Dollars ($4,450.00). c. The monthly rental shall be payable in consecutive monthly installments payable in advance on or before the first day of every calendar month. 5. Deposit. Southwind Hospitality shall pay to the City of Fayetteville a deposit in advance equal to one (1) months rent. Deposit must be paid to the City of Fayetteville within ten (10) business days upon execution of this Agreement. Upon termination of this Agreement, the deposit shall be applied to any outstanding balance due and the remainder returned to Southwind Hospitality within forty-five (45) days after termination of Agreement. 6. Use. Southwind Hospitality and their subtenant or occupants shall have the right to use the Leased Premises for parking only; any other use of the Leased Premises must be pre -approved by the City of Fayetteville and shall meet all present and future building codes, zoning and other laws. 7. Repairs. The City of Fayetteville shall, during the term of this Lease and any renewal or extension thereof, at its sole expense, keep the Leased Premises in as good order and repair as it is at the date of the commencement of this Lease, reasonable wear and tear and damage by accidental fire or other casualty not within the control of City of Fayetteville excepted. Southwind Hospitality shall not knowingly commit or willfully permit to be committed on the Leased Premises any waste, damaging act or thing contrary to the rules and regulations prescribed from time to time by either federal, state or municipal authority. 8. Casualty. If at any time the Leased Premises or the building which forms the principal component of the Leased Premises should be damaged by fire or any major casualty which is not the fault of Southwind Hospitality and the cost of repairing the damage does not exceed 35% of the value of the Meadow Street Parking Deck, then the City of Fayetteville shall as soon as reasonably practical repair the damage caused by said fire or other casualty. If, however, the damage should exceed 35% of the value of the Meadow Street Parking Deck, the City of Fayetteville shall have the option of either repairing said premises or terminating this Lease as of the date of said fire or other casualty by giving notice to Southwind Hospitality within thirty (30) days after said date. If the damages should render the Leased Premises untenantable for the use of Southwind Hospitality's business as set forth herein, the rental from the date of said fire, or any major casually not the fault of the Southwind Hospitality, to the date of the completion of the restoration of the premises shall be.abated, such abatement being figured on a pro rata basis of the rentals. In the event the damage should exceed 35% of the value of the Meadow Street Parking Deck and the City of Fayetteville makes the decision not to repair the Leased Premises such a decision must be submitted in writing to Southwind Hospitality. Upon receipt of the notice from City of Fayetteville, Southwind Hospitality has thirty (30) days to elect either, or both, of the following options: a. To purchase the entire Leased Premises from City of Fayetteville at its then fair market value and/or, b. To repair the Leased Premises as Southwind Hospitality's sole and exclusive expense with all terms of the Lease Agreement, except for abatement of rent provided for herein, continuing in effect. 9. Lighting and Painting. City of Fayetteville shall, during the term of this Lease and any renewal or extension thereof, at its sole expense, keep, in the same manner as it is as of the date of the commencement of this Lease, the Leased Premises lighted, and all parking spaces properly striped and the premises painted. 10. Parking Equipment. City of Fayetteville shall, during the term of this Lease and any renewal or extension thereof, at its sole expense, provide revenue control and access equipment for the Leased Premises. This equipment shall include parking gates, parking card readers, and automatic revenue control machines located at the entrance of the parking deck. 11. Parking Management Services. The City of Fayetteville shall provide services to manage the municipal parking deck located directly east of the Cosmopolitan Hotel. This service shall include the following: a. Provide parking revenues and access control equipment for Leased Premises. 3 b. Program parking cards and distributing them to Southwind Hospitality; activate and deactivate parking cards as requested by Southwind Hospitality. c. Provide routine maintenance on gates, card readers, revenue control machines, etc. Expenses incurred for maintenance on equipment shall be borne by the City of Fayetteville, unless damages for required repairs were directly caused by Southwind Hospitality and/or its employees. d. Provide a minimum of four (4) hours of cleaning services per week; cleaning services include sweeping; blowing; vacuuming; spot washing of soft drinks, mud, or other spills; and the emptying of trash containers into the dumpster. e. Retrieve revenues from revenue control machines at least once per month. f. Frequently service the revenue control machines to ensure change hoppers have sufficient coins to make change to customers. City staff will take sufficient amount of money from the revenues collected in order to purchase enough quarters and dollar coins to keep revenue machines fully operational. One hundred percent (100%) of the revenues collected, less monies used to replenish quarter and dollar coin hoppers, will be deposited into the City's account; a check will be issued to Southwind Hospitality for one hundred percent ( 100%) of the total revenues, less monies used to replenish quarter and dollar coin hoppers and/or cost to replenish parking cards. This revenue shall be reimbursed to Southwind Hospitality within thirty (30) days of receipt of monies collected. g. Provide accounting of all revenues received through the revenue control machines on a monthly basis; provide audit statements of revenues collected to Southwind Hospitality on a monthly basis. h. All expenses incurred for the purchase of equipment and supplies for the operations of the deck shall be borne by the City of Fayetteville. All purchases shall be initiated by the City of Fayetteville. The City agrees to allocate parking cards only to Southwind Hospitality's and employees of the Parking Management Division for purposes of executing parking services. j. Southwind Hospitality may reallocate parking cards to a second party as they deem necessary; however, Southwind Hospitality may not resell parking spaces for a greater amount than that paid by Southwind Hospitality to the City of Fayetteville as set forth in this contract except that Southwind Hospitality is free to charge its hotel guests whatever parking fee it determines is appropriate. 4 12. Tenant Responsibilities. Southwind Hospitality shall provide the following: a. Reimburse the City of Fayetteville for cost of all parking cards provided for access into the Leased Premises. The City of Fayetteville shall bill Southwind Hospitality for all parking cards issued to Southwind Hospitality at the actual cost of the cards plus applicable sales tax. The City of Fayetteville shall have the option to bill Southwind Hospitality for this cost, or may deduct the cost directly from the money collected from the revenue control machines. If invoiced, Southwind Hospitality shall submit payment within thirty (30) days of invoice date to the City of Fayetteville. b. Provide advance notification to the City of Fayetteville and post signage at the Leased Premises at least forty-eight (48) hours in advance prior to any parking area closure on Leased Premises. c. Provide advance notification at least forty-eight (48) hours in advance to the City of Fayetteville when gates need to be programmed to open/close for special events or any other reason. d. Provide advance notification at least forty-eight (48) hours in advance to the City of Fayetteville when additional parking cards need to be issued and/or programmed. 13. Insurance. Southwind Hospitality shall be solely responsible for insuring its interests in the Leased Premises and improvements for its protection. 14. Taxes. The City of Fayetteville shall pay all real estate taxes and special assessments, if any, during the term of the Lease. 15. Utilities/Janitorial. The City of Fayetteville shall pay for all utility service and janitorial service in the Leased Premises. 16. Nuisance. Southwind Hospitality covenants and agrees not to use or allow the Leased Premises to be used for any purpose or in any manner which would constitute or create a nuisance, which would constitute waste, which would interfere with the lawful rights of owners or occupants of adjoining property or which would in any way be contrary to the law, ordinances, orders, rules, regulations or requirements of the federal, state, county or municipal governments or any department, board or bureau thereof. Southwind Hospitality further agrees to promptly comply with the requirements of any of the aforesaid authorities with reference to the installation, erection, construction, use, repair or modifications or any improvements situated upon the Leased Premises during the term of this Lease. 17. Holding Over. Any occupancy by Southwind Hospitality of the Leased Premises beyond the expiration of this Lease as herein provided shall be a tenancy from month to month. 18. Notices. All notices, demands and requests provided for or permitted to be given under this Agreement must be in writing and shall be deemed to have been properly given or served by depositing the same in the United States Mail, addressed to the City of Fayetteville or to Southwind Hospitality, as the case may be, prepaid and certified mail, return receipt requested, at the party's last known address. All notices, demands and requests shall be effective seventy-two (72) hours after being deposited in the United States Mail. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice, demand or request. Either party shall have the right from time to time and at any time upon at least ten (10) days written notice thereof, to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America. 19. Legal Representatives, Successors and Assigns. It is further covenanted and agreed by and between the City of Fayetteville and Southwind Hospitality, that all covenants, agreements, provisions, conditions and undertakings in this Lease contained shall extend to and be binding upon the heirs, executors, successors and assigns of the respective expressed, and shall be construed as covenants and conditions running with the land and the reversion; and that wherever in this Lease reference is made to either the City of Fayetteville or South wind Hospitality , it shall be held to include and apply to (wherever and whenever applicable) the heirs, executors, successors, personal or legal representatives and assigns of the City of Fayetteville or Southwind Hospitality, the same as if in each and every case so expressed. 20. Condemnation. If during the term of this Lease, or any renewal thereof, all or substantially all of the Leased Premises shall be taken or condemned by a competent authority for any purpose or use, then the Lease shall terminate immediately after the vesting of title in such authority and rent shall be paid to and adjusted as of that day. The term "all or substantially all" shall be deemed to mean a taking of all of the Leased Premises or a taking of such portion of the Leased Premises that Southwind Hospitality cannot reasonably operate in the remainder in substantially the same manner as before. 21. Right Upon Default. The City of Fayetteville may declare Southwind Hospitality in default and terminate this lease if Southwind Hospitality shall do any of the following: a. Default in the payment of any installment of monthly rent and continue in default for thirty (30) days after the City of Fayetteville gives Southwind Hospitality written notice specifying the default; or b. Fail to timely pay monthly rental payments for two (2) or more months during any consecutive twelve (12) month period during the term of this lease may, at the discretion of the City of Fayetteville, constitute default; or b