CM-2006-004COMMERCIAL LEASE AGREEMENT
This Commercial Lease Agreement is made and entered into by and between Lessor
CITY OF ROUND ROCK, TEXAS, a municipal corporation, (hereinafter referred to as "City")
and Lessee Round Rock Volunteer Center, a Texas 501(c)(3) non-profit corporation (hereinafter
referred to as "Volunteer Center").
Date:
Lessor:
Lessor's Address:
Lessee:
Lessee's Address:
Leased Premises:
Lease Commencement
Date (Initial Term):
Lease Expiration
Date (Initial Term):
Lease Initial Term:
Renewal and
Extension Option:
100216
5"--
3 I - , 2006
CITY OF ROUND ROCK, TEXAS, a municipal corporation
221 East Main Street
Round Rock, Texas 78664
Round Rock Volunteer Center, a Texas 501(c)(3) non-profit
corporation
P.O. Box 985
Round Rock, Texas 78680
Approximately two hundred and fifty eight (258) square feet net
rentable area located in the Allen R. Baca Center for Senior and
Community Activities building, Room No. 156 at 301 West
Bagdad, Bldg 2 in Round Rock, Williamson County, Texas, as
shown on Exhibit "A" attached hereto and made a part hereof
(hereinafter referred to as the "Lease Space"), along with
accompanying unassigned spaces in appurtenant parking facilities,
if any.
June 1, 2006
May 31, 2007
One (1) year
Volunteer Center may request to renew the Lease Agreement with
City no later than April 15, 2007. City retains the sole option and
exclusive right to grant Volunteer Center a new Lease Agreement
or a month-to-month tenancy following the Lease Initial Term,
beginning on the Lease Expiration Date.
Lease Rent: Monthly Lease Rent $375.00
Annualized Lease Rent $4,500.00
Permitted Uses:
The Lease Space shall be used as an office and ancillary used related to an
office. Notwithstanding the foregoing, Volunteer Center shall not use the
Lease Space for the purposes of storing, manufacturing or selling any
explosives, flammables or other inherently dangerous substance, chemical,
thing, or device; nor shall Volunteer Center use the Lease Space in
violation of any City of Round Rock ordinance provisions, or those of the
state or nation.
ARTICLE I
Consideration. The parties hereto expressly stipulate that this Commercial Lease
Agreement is entered into in consideration of the sums of money recited herein, the use of the
Lease Space as recited herein, the value to City of ensuring occupancy and use of its property
inventory, and other good and valuable consideration given, the receipt and sufficiency all of
which is hereby acknowledged.
Leasing of Premises. Subject to and upon the terms and conditions herein set forth, and
each in consideration of the duties, covenants and obligations of the other hereunder, City hereby
leases to Volunteer Center, and Volunteer Center hereby leases from City, the premises. City
represents and warrants that the premises are a part of the premises it is authorized to lease. The
parties hereto expressly stipulate that the Lease Space is not a dwelling as defined in V.T.C.A.,
Property Code §92.001(1). Volunteer Center and City agree that the leased premises may
change during the term of this Lease Agreement and similar Lease Space will be provided on the
premises if a change is necessary.
ARTICLE II
Performance Representations by Lessee Volunteer Center. Volunteer Center hereby
covenants and agrees to do the following:
1. Lease the premises for the Lease Initial Term, on the terms and conditions
enumerated herein, beginning on the Lease Commencement Date (Initial Term)
and ending on the Lease Expiration Date (Initial Term), or ending on the last day
of any allowed month-to-month tenancy after the Lease Expiration Date (Initial
Term).
2. Accept the premises in their present condition, the premises being suitable "as is"
for Volunteer Center's intended use.
3. Attach a sign to the door of the Leased Premises only for identification purposes.
2
4. Arrange and be responsible for obtaining and paying for its own telephone and
internet service; and obtaining any necessary hardware for the operation and
maintenance of these services.
5. Be responsible for obtaining the necessary equipment such as computers, printers
and fax machines for the operation of an office.
6. Pay the Lease Rent per month to City at its offices in Round Rock, Texas, or
elsewhere within the United States as City may from time to time designate in
writing, payable in advance in equal monthly installments on the fifth day of each
full calendar month, in legal tender for the payment of public and private debts,
without set-off or deduction, the sum of Three Hundred and Seventy -Five Dollars
and No/100 ($375.00). All payments of Lease Rent and other amounts becoming
due and payable from Volunteer Center to City under and in connection with this
lease may be made by delivering to City, at the then -applicable address provided
for herein, Volunteer Center's check in the amount of such payment, on or before
the due date thereof under the terms of this lease.
7. Pay a late charge of $25.00 if a monthly payment has not been paid by Volunteer
Center by the tenth (10th) day of the month in which it is due.
8. Pay for any utility services used by Volunteer Center which are not provided by
City.
9. Park in the lower level of the parking garage next to the premises.
10. Maintain the Leased Space clean and free of trash and debris in accordance with
Park and Recreation Department standards.
11. Utilize the coded security system to access the premises after normal business
hours.
12. Wear security badges while on the premises.
13. Obey all laws, rules, regulations, and terms of the lease and of the use, condition,
and occupancy of the premises, including the rules and regulations of the
building, if any, adopted by City from time to time.
14. Vacate the leased premises upon termination of this lease, and surrender all keys
and building access cards to the premises.
15. Allow City to enter the premises to perform City's obligations, or to reasonably
inspect the premises, or at reasonable times to show the premises to prospective
purchasers or tenants.
3
16. Submit written notifications and/or requests to City relative to any events of
consequence involving the premises.
17. Maintain general liability insurance for the leased premises, with City named as
additional insured, in an amount acceptable to City.
18. Maintain appropriate insurance on Volunteer Center's personal property located
within the leased premises.
19. Upon written request, deliver certificates of insurance to City.
20. Indemnify, defend, and hold City harmless from any loss or claim arising out of
Volunteer Center's use of the leased premises or resulting from Volunteer
Center's failure to comply with applicable provisions of the lease.
21. Upon request of City, execute an estoppel certificate stating the commencement
and expiration dates of the lease, identifying any amendments to the lease,
describing any rights to extend the lease term, listing defaults, and providing any
other related information reasonably requested.
Prohibition Representations by Lessee Volunteer Center. Volunteer Center hereby
covenants and agrees not to do the following:
1. Use the leased premises for purposes other than the Permitted Lease Use.
2. Create a nuisance.
3. Interfere with other tenants' normal business operations, nor interfere with City's
ownership or management of the building.
4. Permit any waste.
5. Use the leased premises in a way that is extrahazardous, that would increase
insurance premiums, or that would void insurance on the building.
6. Change City's lock system, except as permitted in writing.
7. Alter the leased premises, except as provided herein or place any exterior sign on
the premises, without City's consent, which consent shall not be unreasonably
withheld.
8. Allow a lien to be placed on the leased premises.
9. Assign this lease or sublet any portion of the leased premises without City's prior
written consent.
4
ARTICLE III
Performance Representations by Lessor City. City hereby covenants and agrees to do
the following:
1. Lease the premises to Volunteer Center for the Lease Initial Term, on the terms
and conditions enumerated herein, beginning on the Lease Commencement Date
(Initial Term) and ending on the Lease Expiration Date (Initial Term), or ending
on the last day of any allowed month-to-month tenancy after the Lease Expiration
Date (Initial Term).
2. Obey all laws, rules, regulations, and terms of the lease and of the use, condition,
and occupancy of the premises.
3. Provide water for lavatory and drinking purposes, access to electric current for
normal office machines and building standard lighting reasonable for Volunteer
Center's use, and lighting in common areas.
4. Provide access and use of the common areas, such as the breakroom, restrooms,
and refrigerator to Volunteer Center.
5. Provide access and use of the conference room area by reservation through the
Parks and Recreation Department.
6. Pay operating expenses for the premises. Operating expenses shall mean
expenses that City shall be required to pay in connection with the ownership and
maintenance of the building, except principal and interest on any debt,
expenditures classified as capital expenditures for federal income tax purposes,
and expenses for which Volunteer Center may be required to reimburse City.
7. Repair and maintain the (a) roof, (b) foundation, (c) exterior walls, doors and
windows as to structural soundness but not as to appearance, and (d) plumbing,
electrical and mechanical systems that serve the premises.
8. Adequately insure the building and parking facilities against risks of direct
physical loss. The parties agree that Volunteer Center shall have no claim to any
proceeds of City's insurance policy.
Prohibition Representations by Lessor City. City hereby covenants and agrees not to
do the following:
5
1. Interfere with Volunteer Center's possession of the premises so long as Volunteer
Center is not in default.
2. Unreasonably withhold consent to a proposed assignment or sublease.
ARTICLE IV
Default by Lessee Volunteer Center
1. Default by Volunteer Center shall be defined as (a) failing to timely pay the Lease
Rent, or (b) failing to begin a reasonable attempt to comply, within ten (10) days
of receiving written notice from City, with any substantive provision of this lease
other than the defaults set forth in this paragraph 1 of Article IV.
2. City's remedies for Volunteer Center's default are to (a) enter and take possession
of the leased premises, after which City may relet the leased premises on behalf of
Volunteer Center and receive the Lease Rent directly by reason of the reletting,
and Volunteer Center agrees to reimburse City for actual expenditures reasonably
made in order to relet; or (b) enter the leased premises and perform Volunteer
Center's obligations; or (c) terminate this lease by proper written notice and sue
for damages.
Default by Lessor City
1. Default by City shall be defined as (a) City failing to comply with applicable
provisions of the lease which constitute default; or (b) City failing to begin a
reasonable attempt to comply with any substantive provision of this lease within
ten (10) days of receiving proper written notice.
2. Volunteer Center's remedies for City's default include provisions under this
Article IV, and termination of this lease if City fails to provide an essential
service for thirty (30) days after default.
It is not a waiver of default if the non -defaulting party fails to declare immediately a
default or delays in taking any action. Pursuit of any remedies set forth in this lease does not
preclude pursuit of other remedies in this lease or as provided by law. City and Volunteer Center
have a duty to mitigate damages.
ARTICLE V
Excusable Delay. "Excusable Delay," as used herein, shall mean and include all delays
in a party's performance of its obligations hereunder (other than its obligations to pay money),
including the impossibility of such performance, which shall result from or be caused by any
legal proceedings or other litigation threatened, instituted against or defended by such party, in
good faith, and not merely for purposes of delay; acts of God, acts of the public enemy, wars,
6
blockades, epidemics, earthquakes, storms, floods, explosions, strikes, labor disputes, work
stoppages, riots, insurrections, breakage or accident to machines or lines of pipe or mains, lawful
acts of any governmental agency or authority restricting or curtailing the erection of the building,
other causes beyond the reasonable control of such party, including but not limited to equipment
failures, inability of City to procure and obtain needed building materials whether as a result
(directly or indirectly) of any lawful order, law or decree of any governmental authority or
agency or otherwise, and any other cause, whether of the kind herein referred to or otherwise;
provided, that as to any and all such causes of Excusable Delay the party subjected thereto (i)
within ten (10) days after such party has knowledge thereof shall give the other party notice of
the existence thereof and of the length of the delay anticipated therefrom, and (ii) within ten
(10) days after the cause of delay has ceased to exist, shall give the other party notice of the
actual Excusable Delay which resulted from such cause; and provided further, such party shall
pursue with reasonable diligence the avoidance or removal of such delay. The inability or
refusal of a party to settle any labor dispute shall not be deemed to qualify or limit the foregoing
or the effect of Excusable Delay and no such failure or refusal shall constitute delay by such
party for which such party shall be responsible hereunder.
Force Majeure. All of the obligations of City and of Volunteer Center under this lease
are subject to delay or suspension resulting from Excusable Delay. The parties hereto shall
exercise reasonable diligence to avoid or minimize any such delay or suspension.
ARTICLE VI
Building Access Cards, Keys and Badges. City will provide Volunteer Center with an
adequate number of access cards, keys and security identification badges to the premises.
Additional access cards, keys and badges may be obtained at Volunteer Center's cost and
expense. No additional locks shall be allowed in the premises without City's consent. Only with
express prior written consent of City, Volunteer Center may, at its sole cost and expense, change
locks within its own premises area, provided that Volunteer Center furnishes a complete set of
keys to all such locks to City, and provided that such change of locks in no way impairs access to
the common areas of the premises. Upon termination of this lease, Volunteer Center shall
surrender to City all access cards, keys and badges to the premises.
ARTICLE VII
Abatement. Volunteer Center's covenant to pay rent and City's covenants hereunder are
independent of each other. Except as otherwise provided herein or by law, Volunteer Center
shall not be entitled to abate rent for any reason.
ARTICLE VIII
Use. Volunteer Center will use the premises only for office purposes which are
consistent with standard rules of the building and such reasonable rules and regulations as are
imposed from time to time by City with respect to the space leased. Any use of the premises
7
which will affect the appearance of the building, exceed structural loads of floors or walls, affect
the mechanical, plumbing or electrical systems of the building, affect ventilation in other areas of
the building, or interfere with other tenants of the building must have City's prior written
approval.
Access. Volunteer Center and its employees shall have access to the premises at all
times. Volunteer Center's invitees and customers and the general public shall have access to the
premises during normal business hours and, at Volunteer Center's election, after business hours
if they shall comply with such security procedures as City shall reasonably promulgate from time
to time.
ARTICLE IX
Lessee Volunteer Center's Obligations. Volunteer Center covenants and agrees that it
will not injure the building or the premises but will take the same care thereof which a
reasonably prudent person would take of his/her own property, and upon termination of this
lease, Volunteer Center will surrender and deliver up the premises to City in as nearly identical
condition the premises were in on the commencement date of this lease; subject, however, and
except for ordinary wear and tear and damage arising from fire or other casualty. Volunteer
Center agrees, at its cost and expense, to repair or replace any part of the premises damaged as a
proximate result of negligent or wrongful acts or omissions of Volunteer Center or its agents,
employees, representatives, invitees, licensees or visitors and to repair damage to the building
proximately caused by the negligence or wrongdoing of Volunteer Center or its agents,
employees or representatives acting within the scope of their agency, employment or
representation; provided, however, that if Volunteer Center should fail or refuse to make such
repairs or replacements with reasonable promptness after written notice from City (having due
regard to the nature of the required repairs or replacements and the effect of delay in making
same on the appearance of the building or danger of injury to or interferences with others), then
City may, at its option but without any obligation to do so, enter the premises and make such
repairs or replacements on the premises, should they be required, and Volunteer Center shall
repay the actual costs thereof upon demand.
ARTICLE X
Alterations by Lessee Volunteer Center. Volunteer Center shall not make any
alterations to or additions to the building or premises without City's prior written consent to and
approval thereof.
City's Rights Upon Termination of Lease. All of Volunteer Center's improvements,
fixtures and equipment of every description (unless such improvements, fixtures and equipment
are removable without damage to the premises), any alterations or additions to the premises
including those made with written consent, and any other article incorporated in or permanently
affixed to the floor, wall or ceiling of the premises, shall become the property of City and shall
8
be and remain upon and be surrendered with the premises as a part thereof at the termination of
this lease, Volunteer Center hereby waiving all rights to any payment or compensation therefor.
In the event City requests that Volunteer Center remove any of Volunteer Center's removable
fixtures, equipment or property located in or about the premises or the building at the termination
of this lease, Volunteer Center shall promptly remove same at its sole risk, cost and expense, and
upon Volunteer Center's failure to remove same, City may remove same at Volunteer Center's
expense.
ARTICLE XI
Lessee Volunteer Center's Compliance With Laws. Volunteer Center will at its own
cost and expense comply with all laws, ordinances, orders, rules and regulations (state, federal,
municipal or promulgated by other agencies or bodies having jurisdiction thereof) relating to the
use, condition or occupancy of the premises, and will not engage in any activity which would
cause City's fire and extended coverage insurance to be canceled or the rate therefor to be
increased over the rate which would have been charged had such activity not been engaged in by
Volunteer Center (or in such event, at Volunteer Center's option, Volunteer Center will pay the
amount of any such increase).
ARTICLE XII
Miscellaneous Provisions. The parties hereto agree as follows:
1. Binding Effect. The covenants and agreements herein contained shall inure to
and be binding upon City, its successors and assigns, and Volunteer Center, its
successors and assigns; provided such reference to assigns is not intended to
imply or grant any right on the part of either party to assign this lease.
2. Release of Claims/Subrogation. City and Volunteer Center hereby release each
other from any claim, by subrogation or otherwise, for any damage to the
premises, the building, the parking facilities, or personal property within the
building, by reason of fire or the elements, regardless of cause, including
negligence of either party. This release applies only to the extent that it is
permitted by law, the damage is covered by insurance proceeds, and the release
does not adversely affect any insurance coverage.
3. Notice to Insurance Companies. City and Volunteer Center shall notify the
issuing insurance companies of the release set forth in the first paragraph of this
Article XII, and shall have the insurance policies endorsed, if necessary, to
prevent invalidation of coverage.
9
4. Casualty/Total or Partial Destruction. If the premises are damaged by casualty,
the City may, at its sole option, choose not to restore the premises. In that case,
this lease agreement will terminate.
5. Condemnation/Substantial or Partial Taking. If the premises cannot be used for
the purposes contemplated by this lease because of condemnation or purchase in
lieu of condemnation, then this lease will terminate. Volunteer Center shall have
no claim to the condemnation award or proceeds in lieu of condemnation.
6. No Arbitration. In the event of any dispute regarding terms or performance of
terms of this lease, it is agreed by all parties that such dispute shall not be subject
to arbitration.
7. Limitation of Warranties. There are no implied warranties of merchantability, of
fitness for a particular purpose, or of any other kind arising out of this lease, and
there are no warranties that extend beyond those expressly stated in this lease.
8. Abandoned Property. City may retain, destroy, or dispose of any property left and
abandoned on the premises at the end of the lease term and any renewals.
9. Severability Clause. If any term, covenant, condition or provision of this lease, or
the application thereof to any person or circumstance, shall ever be held to be
invalid or unenforceable, then in each such event the remainder of this lease or the
application of such term, covenant, condition or provision to any other person or
any other circumstance (other than such as to which it shall have been invalid or
unenforceable) shall not be thereby affected, and each term, covenant, condition
and provision hereof shall remain valid and enforceable to the fullest extent
permitted by law.
10. Notices. Any notice or , communication to parties required or permitted to be
given under this lease shall be effectively given only if in writing and such notice
shall be considered received three (3) days after depositing such notice in the U.S.
registered or certified mails, postage prepaid, return receipt requested, or by
commercial overnight courier service, addressed as follows:
(a) If addressed to Lessor City:
City of Round Rock, Texas
221 East Main Street
Round Rock, TX 78664
Attention: City Manager
10
With a copy to:
City Attorney Stephan L. Sheets
309 East Main Street
Round Rock, TX 78664
(b) If addressed to Lessee Volunteer Center:
1000 Heritage Center Circle
Round Rock, Texas 78664
Attention: Ronald S. Buffum
provided, however, that any party shall have the right to change the address to
which notices shall thereafter be sent by giving notice to the other party as
aforesaid, but not more than two addresses shall be in effect at any given time for
City and Volunteer Center hereunder.
11. Attorneys' Fees. In the event of litigation between City and Volunteer Center
wherein one or both parties is seeking to enforce any right or remedy hereunder,
the prevailing party shall be entitled to recover its reasonable attorneys' fees
incurred in connection with such litigation from the other party.
12. Applicable Law. This lease shall be governed by and construed in accordance
with the laws of the state of Texas, and venue shall lie in Williamson County,
Texas.
13. Contacts. The parties hereto agree that the persons listed below shall be the main
points of contact:
(a) For Lessor City:
Ms. Tanya Jackson
(512) 218-5499
email: tjackson@round-rock.tx.us
or
Ms. Nette Werling
(512) 341-3343
email: nwerling@round-rock.tx.us
11
(b) For Lessee Volunteer Center:
Ms. Victoria Lippman
(512) 922-6248
email: vlippman@volrock.org
14. Incorporation of Exhibits. All exhibits, schedules and attachments referred to in
this lease are hereby incorporated by reference for all purposes as fully as if set
forth at length herein. This lease constitutes the entire agreement of the parties
with respect to the subject mater hereof, and all prior correspondence,
memoranda, agreements or understandings (written or oral) with respect hereto
are merged into and superseded by this lease.
This lease is executed and delivered effective as of the date and year first above written.
APPR I VED AS TO FORM:
Step a i L. Sheets, City Attorney
LESSOR
CITY OF ROUND ROCK, TEXAS
a municipal corporation
By:
James R. Nuse, City Manager
LESSEE
VOLUNTEER CENTER
a Texas non-profit corporation
By:
Name: kb►
Title:
�4* ifeACXep i
Date:
12