CM-09-02-022LEASE AGREEMENT
between
GREATER ROUND ROCK COMMUNITY FOUNDATION, INC.
as Landlord,
and
CITY OF ROUND ROCK, TEXAS
as Tenant
00154498
LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease") is made and entered into between the Landlord and Tenant named herein. Landlord
is GREATER ROUND ROCK COMMUNITY FOUNDATION, INC. with offices located at 206 East Main Street, Round Rock,
Texas 78664. Tenant is the CITY OF ROUND ROCK, TEXAS with offices located at 221 East Main Street, Round Rock, Texas
78664. The Premises are described as that certain real property located on East Main Street in Round Rock, Texas as more
particularly described in Exhibit "A", attached hereto and incorporated herein.
1. DEFINITIONS The definitions listed in this Paragraph 1 shall have the meanings as set forth below:
(a) "Rent" means Base Rent plus any other amounts of money due to Landlord from Tenant.
(b) "Landlord" means GREATER ROUND ROCK COMMUNITY FOUNDATION, INC. and its agents, employees,
invitees, licensees, or visitors.
(c) "Tenant" means CITY OF ROUND ROCK, TEXAS and its agents, employees, invitees, licensees, or visitors.
2. LEASE TERM In consideration of the mutual obligations of Landlord and Tenant set forth herein, Landlord leases to
Tenant, and Tenant takes "as is" from Landlord, the Premises, beginning on the Commencement Date and ending on the last day
of the Term, unless otherwise terminated as provided herein_ This term of this lease is for twelve (12) months, from January 1,
2009 to December 31, 2009 (the "Term").
3. IMPROVEMENT OF PREMISES No specific maintenance or construction obligations of Landlord are set forth in this
Lease. TENANT EXPRESSLY ACKNOWLEDGES THAT NEITHER LANDLORD NOR ANY AGENT OF
LANDLORD HAS MADE ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER WITH
RESPECT TO THE PREMISES, ANY IMPROVEMENTS LOCATED THEREON, OR WITH RESPECT TO THE
SAFETY OF SAME OR THE SUITABILITY OF SAME FOR THE PURPOSES INTENDED BY TENANT. BY
EXECUTING THIS LEASE, TENANT SHALL BE DEEMED TO HAVE ACCEPTED THE PREMISES,
IMPROVEMENTS, AND PROPERTY "AS IS" AND SUITABLE FOR THE PURPOSES INTENDED BY TENANT,
AND TO HAVE ACKNOWLEDGED THAT SAME FULLY SATISFY ALL OF LANDLORD'S OBLIGATIONS. BY
EXECUTING THIS LEASE, TENANT HAS ACKNOWLEDGED THAT IT HAS BEEN ADVISED TO AND HAS HAD
SUFFICIENT OPPORTUNITY TO CONDUCT ITS OWN INDEPENDENT INSPECTION OF THE PREMISES,
IMPROVEMENTS, AND PROPERTY IN ORDER TO DETERMINE CURRENT CONDITION AND SUITABILITY
FOR TENANT'S PURPOSES. LANDLORD SHALL NOT BE LIABLE IN ANY WAY FOR PERSONAL INJURY,
DEATH OR PROPERTY DAMAGE (INCLUDING DAMAGE TO ANY PERSONAL PROPERTY WHICH TENANT
MAY BRING INTO, OR ANY WORK WHICH TENANT MAY PERFORM IN OR ON, THE PREMISES) WHICH
MAY OCCUR IN OR ABOUT THE PROPERTY TO TENANT OR SUCH OTHER PERSON OR FIRM AS A RESULT
OF ANY SUCH ENTRY. INCLUDING WITHOUT LIMITATION DAMAGE RESULTING FROM, OR ALLEGED TO
RESULT FROM, LANDLORD'S NEGLIGENCE.
4. BASE RENT For the entire Tenn, Tenant shall owe Landlord, in advance, without demand, deduction or set off, the
total Term Payment of Ten and No/100 Dollars ($10.00) and other good and valuable consideration
5. TAXES
(a) Real Property Taxes. The term "Taxes" means all taxes, assessments and governmental charges of any kind and nature
(collectively referred to herein as "Taxes") that accrue against the Property and any improvements located thereon.
(b) Real and Personal Property Taxes. Tenant shall be liable for, and shall pay, all taxes levied or assessed against any real
property, or personal property or fixtures placed in or on the Premises by or on behalf of Tenant. If any such taxes are
levied or assessed against Landlord or the Property, the Tenant shall be solely responsible for payment of all said taxes,
including penalties and interest.
6. OBLIGATION TO REPAIR AND MAINTAIN
BY EXECUTING THIS LEASE, TENANT SHALL BE DEEMED TO HAVE ACCEPTED THE PREMISES,
IMPROVEMENTS, AND PROPERTY "AS IS" AND SUITABLE FOR THE PURPOSES INTENDED BY
TENANT, AND TO HAVE ACKNOWLEDGED THAT SAME FULLY SATISFY ALL OF LANDLORD'S
OBLIGATIONS.
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7. TENANT'S REPAIRS AND PARKING
(a)
Maintenance of Premises and Appurtenances. Tenant, at its own cost and expense, shall (i) maintain all parts of the
Premises and promptly make all necessary repairs and replacements to the Premises (unless Landlord is expressly
responsible hereunder for such repairs), and (ii) keep the Premises free of trash and debris. Tenant's obligation to
maintain, repair and make replacements to the Premises shall cover, but not be limited to, trash removal and mowing
the grass. Subject to Landlord's prior written approval as to location, appearance, size and type of receptacle, Tenant
may place a trash receptacle(s) upon the Property.
(b) Parking. Tenant shall designate one or more parking areas on the Premises by posting appropriate signage. The
location and configuration of any parking areas shall be subject to the approval of Landlord, which approval may be
granted or withheld at its sole discretion. No parking shall be allowed in any location not expressly approved by
Landlord.
8. ALTERATIONS Tenant shall not make any alterations, additions, or improvements to the Premises without Landlord's
prior written consent, which consent may be granted or withheld in Landlord's absolute discretion.
9. UTILITIES Landlord shall not be liable to install or pay for any water, wastewater, electricity, utilities, or
telecommunications services to the Premises. If currently provided to the Premises, Tenant shall pay for utilities or other services
provided on or at the Premises, along with any taxes, penalties, surcharges or similar charges pertaining to Tenant's use of the
Premises, and along with any maintenance charges for such utilities. These payments shall be made directly to the provider of
the utility service if the service is separately metered. Landlord shall not be liable for any interruption or failure of utility service
on the Premises, and Tenant shall have no rights or claims as a result of any such failure.
10. INSURANCE Tenant shall maintain a policy or policies of comprehensive general liability insurance pertaining to its use
and occupancy of the Premises, such insurance to afford minimum protection of not Tess than One Million and No/100 Dollars
($1,000,000.00) combined single limit coverage for bodily injury, death to any one person or property damage in any one
occurrence. The above policy shall have the premium thereon fully paid in advance, and shall be issued by an insurance company
acceptable to Landlord and authorized to do business in Texas. All liability policies shall name Landlord as additional insured
parties, and shall insure Landlord's and such other persons contingent liability under or in connection with this Lease.
11. PROHIBITED USES Tenant shall not cause or permit the Premises to be used in any way which constitutes a violation of
any law, ordinance or governmental regulation or order, or which is unsafe or constitutes a nuisance, waste, or offensive or
noxious use. Under no circumstance whatsoever shall the Premises be used by Tenant (including Tenant's invitees, guests or
anyone else entering or using the Premises during the term of this Lease) for any purpose or use other than the uses described
above, and landlord reserves all other rights and uses with respect to the Premises.
(a) Prior to anyone entering or using the Premises, Tenant shall provide coaches and participants with instruction as to the
maintenance, traffic patterns, and use of the Premises. Tenant hereby agrees to confer with the Landlord regarding said
instructions.
12. LIABILITY AND INDEMNIFICATION Landlord shall not be liable or responsible to Tenant for any loss or damage to
any property or person occasioned by theft, act of God, public enemy, injunction, riot, strike, insurrection, war, court order,
requisition or order of governmental body or authority or any similar matter. Landlord shall not be liable to Tenant, or Tenant's
agents, servants, employees, customers or invitees, and Tenant shall indemnify, defend and hold Landlord harmless from and
against any and all fines, suits, claims, demands, losses, liabilities, actions and costs (including court costs and attorney's fees)
arising from (a) any injury to person or damage to property caused by any act, omission or neglect of Tenant, Tenant's agents,
servants, employees, customers, contractors; or invitees, (b) Tenant's use of the Premises or the conduct of Tenant's business or
profession, (c) any activity, work, or thing done, permitted or suffered by Tenant in or about the Premises or the Property or
(d) any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease.
THIS INDEMNITY SHALL APPLY REGARDLESS OF WHETHER THE LOSS IN QUESTION ARISES OR IS
ALLEGED TO ARISE IN PART FROM ANY NEGLIGENT ACT OR OMISSION OF LANDLORD OR LANDLORD'S
AGENTS OR EMPLOYEES, OR FROM STRICT LIABILITY OF ANY SUCH PERSONS, OR FROM ANY BREACH
OR DEFAULT IN THE PERFORMANCE OF ANY OBLIGATION ON LANDLORD'S PART TO BE PERFORMED
UNDER THE TERMS OF THIS LEASE, OR OTHERWISE. LANDLORD ADVISES TENANT TO OBTAIN
ADDITIONAL INSURANCE IN EXCESS OF THE AMOUNTS REQUIRED HEREIN TO PROTECT AGAINST THE
ABOVE OCCURRENCES IF TENANT DESIRES ADDITIONAL COVERAGE FOR SUCH RISKS. TENANT SHALL
NOTIFY LANDLORD PROMPTLY OF ANY SIGNIFICANT ACCIDENTS INVOLVING INJURY TO PERSONS OR
PROPERTY. TENANT ACKNOWLEDGES THAT LANDLORD HAS ADVISED THAT LANDLORD DOES NOT
PROVIDE OR MAINTAIN SECURITY SYSTEMS AND SERVICES FOR THE PREMISES. TENANT SHALL GIVE
LANDLORD PROMPT NOTICE OF ANY CRIMINAL OR SUSPICIOUS CONDUCT WITHIN OR ABOUT THE
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PREMISES OR THE PROPERTY AND/OR ANY PERSONAL INJURY OR PROPERTY DAMAGE CAUSED
THEREBY. TENANT ACKNOWLEDGES THAT LANDLORD HAS ADVISED THAT LANDLORD DOES NOT
PROVIDE OR MAINTAIN LIGHTING IN PARKING AREAS. TENANT ACKNOWLEDGES THE ADEOUACY OF
CURRENT CONDITIONS AND AGREES THAT LANDLORD SHALL NOT BE RESPONSIBLE FOR ANY
LIGHTING OR ANY SECURITY MEASURES ON OR FOR THE PROPERTY. FOR THIS AND ALL OTHER
INDEMNITY OR HOLD HARMLESS PROVISIONS, THE TERM "LANDLORD" SHALL INCLUDE GREATER
ROUND ROCK COMMUNITY FOUNDATION, INC., ITS OFFICERS, DIRECTORS, BOARD OF GOVERNORS,
EXECUTIVE DIRECTOR AND EMPLOYEES. AGENTS OR REPRESENTATIVES.
LANDLORD SHALL NOT BE LIABLE TO TENANT FOR INCIDENTAL, SPECIAL, CONSEOUENTIAL, OR
PUNITIVE DAMAGES.
13. INSPECTION Landlord may enter upon the Premises during normal business hours for any reasonable purpose, including
without limitation, inspecting same. Tenant shall notify Landlord in writing at least thirty (30) days before vacating the Premises
and shall arrange to meet with Landlord for a joint inspection of the Premises before vacating. If Tenant does not give such
notice or arrange for such inspection, then Landlord's inspection of the Premises shall be deemed correct for the purpose of
determining Tenant's responsibility for repairs and restoration of the Premises.
14. ASSIGNMENT AND SUBLETTING Tenant shall not have the right to sublet, assign or otherwise transfer or encumber
this Lease, or any interest therein, without Landlord's prior written consent, which consent may be granted or denied in
Landlord's sole and absolute discretion.
15. HOLDING OVER At the termination of this Lease by its expiration or otherwise, Tenant shall immediately deliver
possession of the Premises to Landlord with all repairs and maintenance required herein to be performed by Tenant completed.
If, for any reason, Tenant retains possession of the Premises after the expiration or termination of this Lease, unless the parties
hereto otherwise agree in writing, such possession shall be deemed to be a tenancy at will only, and all of the other terms and
provisions of this Lease shall be applicable during such period. No holding over by Tenant, whether with or without consent of
Landlord, shall operate to extend this Lease except as otherwise expressly provided. The preceding provisions of this
Paragraph shall not be construed as consent for Tenant to retain possession of the Premises in the absence of written consent
thereto by Landlord.
16. QUIET ENJOYMENT Landlord represents that it has the authority to enter into this
pays all amounts due hereunder and performs all other covenants and agreements herein set
quietly have, hold and enjoy the Premises for the Term without hindrance or molestation from
provisions of this Lease.
17. EVENTS OF DEFAULT The following events (herein individually referred to as an
deemed to be a default in or breach of Tenant's obligations under this Lease:
Lease and that, so long as Tenant
forth, Tenant shall peaceably and
Landlord, subject to the terms and
"Event of Default") each shall be
(a) Tenant shall fail to comply with any term, provision or covenant of this Lease (other than those listed in this
Paragraph), and shall not cure such failure within ten (10) days after written notice thereof to Tenant; provided,
however, that if the failure to cure is of such a nature that it cannot reasonably be cured within said ten-day period,
Tenant shall not be deemed in default so long as Tenant commences curing such failure within said ten-day period, and
diligently prosecutes same to completion.
If Landlord is required to notify Tenant of any default under the provisions of this Lease, such obligation shall terminate
following the second notice of default delivered to Tenant during the Term. Upon an occurrence of an Event of Default,
Landlord may terminate this Lease immediately.
18. LANDLORD DEFAULT If Landlord fails to perform any of its obligations hereunder within thirty (30) days after written
notice from Tenant specifying such failure, Tenant's exclusive remedy shall be a termination of this lease. If this lease is
terminated as a result of Landlord's default, Tenant shall be entitled to a reimbursement for property taxes paid for that year pro-
rated based on the remainder of the lease term at time of termination. Unless and until Landlord fails to so cure any default after
such notice, Tenant shall not have any remedy or cause of action by reason thereof. All obligations of Landlord hereunder will
be construed as covenants, not conditions; and all such obligations will be binding upon Landlord only during the period of its
ownership of the Property and not thereafter. Notwithstanding any other provision of this Lease, Landlord shall not have any
personal liability hereunder. In the event of any breach or default by Landlord in any term or provision of this Lease, Tenant
agrees to look solely to the equity or interest then owned by Landlord in the Property; and in no event shall any deficiency
judgment or any money judgment of any kind be sought or obtained against any Landlord. The liability of Landlord to Tenant
for any default by Landlord under the terms of this Lease shall be limited to the interest of Landlord in the Premises or the
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Building, it being intended that nether Landlord nor its officers, directors and employees shall be personally liable for any
judgment or deficiency.
19. NO RECORDATION Tenant shall not record this Lease or any memorandum thereof without the prior written consent of
Landlord.
20. MECHANIC'S LIENS Tenant will not permit any mechanic's lien or liens to be placed upon the Premises or Property, or
any portion thereof, caused by or resulting from any work performed, materials furnished or obligation incurred by or at the
request of Tenant. If any such lien is filed, Tenant will immediately pay, obtain the release of, or bond around same (such bond
to be in the form and amount prescribed by the Texas Property Code).
21. MISCELLANEOUS
(a) Interpretation. The captions inserted in this Lease are for convenience only and in no way define, limit or otherwise
describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation of this Lease.
(b) Binding Effect. Except as otherwise herein expressly provided, the terms, provisions and covenants and conditions in
this Lease shall apply to, inure to the benefit of and be binding upon the parties hereto and upon their respective heirs,
executors, personal representatives, legal representatives, successors and permitted assigns.
(c) Evidence of Authority. Tenant agrees to furnish to Landlord, promptly upon demand, a corporate resolution, proof of
due authorization by partners, or other appropriate documentation evidencing the due authorization of Tenant to enter
into this Lease.
(d) Force Majeure. Whenever a period of time is herein prescribed for action to be taken by Landlord, Landlord shall not
be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays
due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions or
any other causes of any kind whatsoever which are beyond Landlord's reasonable control.
(e) Entire Agreement No Landlord Warranties or Representations. This Lease constitutes the entire understanding and
agreement of Landlord and Tenant with respect to the subject matter of this Lease, and contains all of the covenants
and agreements of Landlord and Tenant with respect thereto. Landlord and Tenant each acknowledge that no
representations, inducements, promises or agreements, oral or written, have been made by Landlord or Tenant, or
anyone acting on behalf of Landlord or Tenant, which are not contained herein, and any prior agreements, promises,
negotiations or representations not expressly set forth in this Lease are of no force or effect. LANDLORD'S DUTIES
AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS LEASE, AND SHALL
NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR IN THE FUTURE. NO
WARRANTIES HAVE BEEN MADE BY LANDLORD OTHER THAN THOSE EXPRESSLY CONTAINED
IN THIS LEASE. TO THE FULLEST EXTENT PERMITTED BY LAW, TENANT HEREBY WAIVES ANY
AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES WHICH MAY
EXIST BY OPERATION OF LAW OR IN EOUITY, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF HABITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(f) Survival of Obligations. All obligations of Tenant hereunder not fully performed as of the expiration or earlier
termination of the Term shall survive such expiration or earlier termination.
Severability of Terms. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or
future laws effective during the Term, then, in such event, it is the intention of the parties hereto that the remainder of
this Lease shall not be affected thereby, and it is also the intention of the parties to this Lease that in lieu of each clause
or provision of this Lease that is illegal, invalid or unenforceable, there be added, as a part of this Lease, a clause or
provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be
legal, valid and enforceable.
(h) Brokers' Commission. Tenant represents and warrants that it has dealt with and will deal with no broker, agent or other
person in connection with this transaction or future related transactions and that no broker, agent or other person
brought about this transaction, and Tenant agrees to indemnify and hold Landlord harmless from and against any
claims by any broker, agent or other person claiming a commission or other form of compensation by virtue of having
dealt with Tenant with regard to this leasing transaction.
Ambiguity. Landlord and Tenant hereby agree and acknowledge that this Lease has been fully reviewed and negotiated
by both Landlord and Tenant, and that Landlord and Tenant have each had the opportunity to have this Lease reviewed
by their respective legal counsel, and, accordingly, in the event of any ambiguity herein, Tenant does hereby waive the
rule of construction that such ambiguity shall be resolved against the party who prepared this Lease.
(g)
(i)
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(j) Joint and Several Liability. If there be more than one Tenant, the obligations hereunder imposed upon Tenant shall be
joint and several. If there be a guarantor of Tenant's obligations hereunder, the obligations hereunder imposed upon
Tenant shall be joint and several obligations of Tenant and such guarantor, and Landlord need not first proceed against
Tenant before proceeding against such guarantor, nor shall any such guarantor be released from its guaranty for any
such guarantor any notices hereunder.
reason whatsoever, including, without limitation, in case of any amendments hereto, waivers hereof or failure to give
(k) Third Party Rights. Nothing herein expressed or implied is intended, or shall be construed, to confer upon or give to
any person or entity, other than the parties hereto, any right or remedy under or by reason of this Lease.
(1) Exhibits and Attachments. All exhibits, attachments, riders and addenda referred to in this Lease, and the exhibits
listed herein below and attached hereto, are incorporated into this Lease and made a part hereof for all intents and
purposes as if fully set out herein.
(m) Applicable Law. This Lease has been executed in the State of Texas and shall be governed in all respects by the laws
of the State of Texas. It is the intent of Landlord and Tenant to conform strictly to all applicable state and federal usury
laws. All agreements between Landlord and Tenant, whether now existing or hereafter arising and whether written or
oral, are hereby expressly limited so that in no contingency or event whatsoever shall the amount contracted for,
charged or received by Landlord for the use, forbearance or retention of money hereunder or otherwise exceed the
maximum amount which Landlord is legally entitled to contract for, charge or collect under the applicable state or
federal law. If, from any circumstance whatsoever, fulfillment of any provision hereof at the time performance of such
provision shall be due shall involve transcending the limit of validity prescribed by law, then the obligation to be
fulfilled shall be automatically reduced to the limit of such validity, and if from any such circumstance Landlord shall
ever receive as interest or otherwise an amount in excess of the maximum that can be legally collected, then such
amount which would be excessive interest shall be applied to the reduction of rent hereunder, and if such amount which
would be excessive interest exceeds such rent, then such additional amount shall be refunded to Tenant.
(n) Jurisdiction and Venue. All causes of action in connection herewith shall be maintained in proceedings filed in
Williamson County, Texas.
22. NOTICES All notices shall be provided as shown below. The parties hereby appoint the following persons as their
respective representatives with respect to all matters pertaining to this Lease:
1. Karnali (Kami) Barron
206 East Main Street
Round Rock, Texas 78664
2. Jim Nuse, or his successor
221 Fast Main Street
Round Rock, Texas 78664
(on behalf of Landlord)
(on behalf of Tenant)
[Signatures appear on following page]
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EXECUTED BY THE PARTIES effective on the 1st day of January, 2009, and actually signed by the parties on the dates
indicated after their respective signatures.
GREATER ROUND ROCK COMMUNITY
FOUNDATION, INC., LANDLORD
By:
Printed Name:
Title:
Date Signed:
CITY OF ROUND ROCK, TEXAS, TENANT
By: ..t ;)� ti
Printed N
Title: 14 NW�e y
Date Signed: . (� , D�
ATTEST:
By:
LL-.
Sara L. White, City Secretary
FOR CITY ' PROVED TO FORM:
By:
Step
heets, City ttorney
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DATE: February 23, 2009
SUBJECT: City Manager — February 27, 2009
ITEM: Consider executing a Lease Agreement with Greater Round Rock Community
Foundation, Inc. for the baseball fields and facilities located on East Main Street.
Department: Parks and Recreation Department
Staff Person: Rick Atkins
Justification: The City and the Citizens of Round Rock will be able to benefit from the use of
the East Main Street Fields as an additional practice location for
the local youth baseball programs in our community.
Funding: N/A
Cost: N/A
Source of funds: N/A
Outside Resources: Greater Round Rock Community Foundation
Background Information: The East Main Street Baseball Fields were gifted to the Round Rock
Community Foundation to provide a place for community social service agencies to cluster
together and serve the needs of the community. Until the Foundation secures the needed
funding to construct offices, they have agreed to allow the City to use the assisting ball fields to
provide a location for the local youth leagues to hold baseball practice. The Round Rock Parks
and Recreation Department will be overseeing the scheduling of the fields for the City.
Public Comment:
UPDATED APRIL 2008