CM-11-03-064ROUND ROCK, TEXAS
PURPOSE. PASSiON. PROSPERITY.
Item Caption:
City Manager Approval Summary Sheet
Consider executing a Supplemental Agreement with the Round Rock Arts Council
extending the Lease Agreement at the Business Center Complex.
Approval Date:
Department:
Project Manager:
March 25, 2011
Finance Department
Cheryl Delaney, Finance Director
Item Summary:
This Supplemental Agreement number one embodies the first allowable renewal of twelve (12) months,
following the expiration of the original term of twelve (12) months. The term of this Agreement will begin
on April 1, 2011 and end on March 31, 2012, unless terminated earlier as provided in the original
agreement.
Strategic Plan Relevance:
19.0 Foster business growth in the City including small businesses and entrepreneurial activities
Cost: $10.00 per year paid by tenant.
Source of Funds: N/A
REV. 6/10/10
SUPPLEMENTAL AGREEMENT NO. 1 TO "LEASE AGREEMENT
BETWEEN THE CITY OF ROUND ROCK, TEXAS AS LESSOR (LANDLORD)
AND THE ROUND ROCK AREA ARTS COUNCIL AS LESSEE (TENANT)"
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
COUNTY OF TRAVIS
KNOW ALL BY THESE PRESENTS:
This Supplemental Agreement No. 1 to "Lease Agreement Between the City of Round
Rock, Texas as Lessor (Landlord) and the Round Rock Area Arts Council as Lessee (Tenant)" is
made by and between the City of Round Rock, with offices located at 221 East Main Street,
Round Rock, Texas 78664-5299 (hereinafter referred to as the "City" or "Lessor" or
"Landlord"), and the Round Rock Area Arts Council, a Texas non-profit corporation, with
offices located at Business Center Complex, 231 East Main Street, Round Rock, Texas 78664
(hereinafter referred to as "RRAAC" or "Lessee" or "Tenant").
WHEREAS, City and RRAAC executed the original Agreement (hereinafter referred to
as the "Agreement") on the 25th day of February, 2010; and
WHEREAS, it has become necessary to renew the original Agreement for the allowable
renewal period of one year:
NOW THEREFORE, premises considered, City and RRAAC agree that the original
Agreement is amended as follows:
Section 2.1 shall be amended as follows:
Renewal Term. The renewal term of this Agreement shall be for one (1) year,
commencing on April 1, 2011 and ending on March 31, 2012, unless terminated earlier as
provided herein.
This Supplemental Agreement No. 1 embodies the first allowable renewal of twelve
(12) months, following the expiration of the original term of twelve (12) months, and this
Supplemental Agreement No. 1 extends the original Agreement as to time only with no
other changes in terms or conditions of the original Agreement.
IN WITNESS WHEREOF, City and RRAAC have executed this Supplemental
Agreement No. 1 in duplicate originals.
213370/jkg
ROUND ROCK AREA ARTS COUNCIL,
a Texas non-profit corporation
By: 0:\1/4, _
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Title: igrit �l�i�►1Date:
CITY OF ROUND ROCK, TEXAS
By:
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Steve No od,City Manager
Date: 0_3 2-75" /
FOR CITY, ATTEST:
Sara L. White, City Secretary
FOR CITY,
TO FORM:
Stephan L. Sheets, ity Attorney
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LEASE AGREEMENT
between
THE CITY OF ROUND ROCK, TEXAS
as Lessor (Landlord)
and
THE ROUND ROCK AREA ARTS COUNCIL
as Lessee (Tenant)
00182769/j kg
1L -Uv- p2- -1 1
LEASE AGREEMENT
Preamble
This Lease Agreement is entered into on the Ps day of vtt6Y1,(,cc,
2010, by and between the CITY OF ROUND ROCK, a Texas home -rule municipal c rporation
(the "Lessor" or the "City"), and the ROUND ROCK AREA ARTS COUNCIL, a Texas non-
profit corporation within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986
and the Texas Tax Code, Section 11.18 (the "Lessee" or the "RRAAC").
Upon the terms and conditions herein set forth, and in consideration of the duties,
covenants and obligations of the respective parties, City hereby leases to RRAAC, and RRAAC
hereby leases from City, approximately 1,223 square feet of office space designated as Suite 160
within the City of Round Rock's Business Center Complex located at 231 East Main Street,
Round Rock, Williamson County, Texas 78664 (the "Lease Space"), said office space to be as
described on Exhibit "A" attached hereto and incorporated herein by reference for all purposes.
Article 1
Consideration
The parties hereto expressly stipulate that this 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 of which is hereby acknowledged.
Article 2
Term; Renewal
2.1 Initial Term. The term of this Agreement shall be for one (1) year, commencing
on April 1, 2010 and ending on March 31, 2011, unless terminated earlier as provided herein.
2.2 Renewals. RRAAC may request, no later than January 31, 2011, that City renew
this Agreement. City retains the sole and exclusive right to either grant RRAAC such a one (1)
year renewal of this Agreement, or a month-to-month tenancy following the expiration of the
initial term.
2.3 Early Termination. It is expressly acknowledged by the parties that this Article
2 is subject to the provisions for early termination contained in Article 10, Subsection 10.3
herein, and that this Agreement may be terminated for cause or convenience by either of the
parties in accordance with Article 10 herein, and that such termination may be effected at any
time during the initial term or any successive renewal terms or month-to-month tenancy terms.
Article 3
Rent
3.1 Base Rent. Covering the entire term of this Agreement, RRAAC shall owe to
City (in advance and without demand, deduction, or set off) the total Base Rent of Ten and
No/100 Dollars ($10.00), and City acknowledges that said sum has been prepaid concurrently
with the execution of this Agreement.
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Article 4
Use of Premises
4.1 Specified Use. RRAAC, operating as a charitable organization, shall use the
Lease Space only for "promoting or operating an art gallery, museum, or collection, in a
permanent location or on tour, that is open to the public" as is delineated in V.T.C.A., Tax Code,
Section 11.18 et seq.
4.2 Prohibitions Regarding Use. RRAAC shall not permit the Lease Space or any
part thereof to be used for (a) the conduct of any offensive, noisy, or dangerous activity that may
increase the premiums for fire or other insurance on the building; (b) the creation or maintenance
of a public nuisance; (c) anything which is against public regulations or rules of any public
authority at any time applicable to the building; or (d) any purpose or in any manner that may
obstruct, interfere with, or infringe on the rights of other occupants of the building.
4.3 Approval Required for Certain Use. RRAAC shall 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 Lease Space.
Any use of the premises 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 potentially interfere with other occupants of the
building must have City's prior written approval.
4.4 Access. RRAAC and its volunteers/employees shall have access to the premises
at all times. RRAAC's invitees and customers and the general public shall have access to the
premises during normal business hours and, at RRAAC's election, after business hours if
RRAAC complies with such security procedures as City shall reasonably promulgate from time
to time.
Article 5
Improvements
5.1 Construction of Improvements. RRAAC shall construct, or cause the
construction of, all art gallery display improvements to the interior of the Lease Space, which
improvements shall comply with design and decor standards as City shall reasonably
promulgate. Such improvements shall include, by way of illustration and not limitation, display
cases, display boards, and lighting.
5.2 Ownership of Improvements. Upon completion of alterations and
improvements constructed or placed in the Lease Space, with the exception of movable personal
property, all ownership and title to same shall vest in City and same shall remain in the Lease
Space at the expiration or earlier termination of this Agreement. City accepts construction and
title to such improvements to be adequate and sufficient consideration in lieu of rental payments.
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Article 6
Performance Representations by Lessee
Lessee, RRAAC, hereby covenants and agrees to do the following:
6.1 Lease the Lease Space for the initial term, on the terms and conditions
enumerated herein, beginning on the Lease Commencement Date (Initial Term) of April 1, 2010
and ending on the Lease Expiration Date (Initial Term) of March 31, 2011, or ending on the last
day of any allowed renewal term or any allowed month-to-month tenancy, unless the lease is
terminated earlier according to terms and conditions set forth herein.
6.2 Accept the Lease Space in its present condition, acknowledging that same is
suitable for RRAAC's intended use.
6.3 Attach signage acceptable to City on the Lease Space for identification purposes.
6.4 Arrange and be responsible for obtaining and paying for RRAAC's own
telephone and internet service, and obtaining any necessary hardware for the operation and
maintenance of such services.
6.5 Arrange and be responsible for obtaining any necessary equipment for the
operation of RRAAC's business, such as computers, printers and fax machines
6.6 Pay for any utility services used by RRAAC which are not provided by City.
6.7 Park in the areas designated by City.
6.8 Maintain the Lease Space clean and free of trash and debris in accordance with
City standards.
6.9 Utilize the coded security system for access after normal business hours.
6.10 Wear security badges while on the premises.
6.11 Obey all laws, rules, regulations, and terms of this Agreement 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.
6.12 Vacate the Lease Space upon termination of this lease and Agreement, and
surrender all keys and building access cards to the premises.
6.13 Allow City to enter the Lease Space to perform City's obligations, or to
reasonably inspect the Lease Space, or at reasonable times to show the Lease Space to
prospective occupants.
6.14 Submit written notifications and/or requests to City relative to any events of
consequence involving the premises.
6.15 Maintain general liability insurance for the Lease Space, with City named as an
additional insured, in an amount acceptable to City.
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6.16
Lease Space.
Maintain appropriate insurance on RRAAC's personal property located within the
6.17 Upon written request, deliver certificates of insurance to City.
6.18 Indemnify, defend, and hold City harmless from any loss or claim arising out of
RRAAC's use of the Lease Space or resulting from RRAAC's failure to comply with applicable
provisions of the lease and this Agreement.
6.19 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.
Article 7
Prohibition Representations by Lessee
Lessee, RRAAC, hereby covenants and agrees not to do the following:
7.1 Use the Lease Space for any purpose other than the Specified Use delineated
herein in Article 4, Subsection 4.1.
7.2 Create a nuisance.
7.3 Interfere with other tenants' normal business operations, or interfere with City's
ownership or management of the building.
7.4 Permit any waste.
7.5 Use the Lease Space in a way that is extrahazardous, that would increase
insurance premiums, or that would void insurance on the building.
7.6 Change City's lock system, except as permitted in advance in writing.
7.7 Alter the Lease Space, except as specifically provided for herein, or place any
exterior sign on the premises, without City's consent, which consent shall not be unreasonably
withheld.
7.8 Allow a lien to be placed on the Lease Space.
7.9 Assign this lease or sublet any portion of the Lease Space without City's prior
written consent.
Article 8
Performance Representations by Lessor
Lessor, City, hereby covenants and agrees to do the following:
8.1 Lease the Lease Space to RRAAC for the initial term, on the terms and conditions
enumerated herein, beginning on the Lease Commencement Date (Initial Term) of April 1, 2010
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and ending on the Lease Expiration Date (Initial Term) of March 31, 2011, or ending on the last
day of any allowed renewal term or any allowed month-to-month tenancy, unless the lease is
terminated earlier according to terms and conditions set forth herein.
8.2 Provide water for lavatory and drinking purposes, access to electric current for
normal office machines and building standard lighting reasonable for RRAAC's use, and lighting
in common areas.
8.3 Provide access and use of common areas to RRAAC, such as breakrooms,
restrooms, and food areas.
8.4 Provide access and use of conference room areas to RRAAC by appropriate
reservation through the City.
8.5 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 RRAAC may be required
to reimburse City.
8.6 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.
8.7 Adequately insure the building and parking facilities against risks of direct
physical loss. The parties agree that RRAAC shall have no claim to any proceeds of City's
insurance policies.
Article 9
Prohibition Representations by Lessor
Lessor, City, hereby covenants and agrees not to do the following:
9.1 Interfere with possession of the premises so long as RRAAC is not in default.
9.2 Unreasonably withhold consent, if required herein to be given.
Article 10
Termination
10.1 Lessor's Right to Terminate for Convenience. City has the right to terminate
this Agreement, in whole or in part, for convenience and without cause, at any time upon thirty
(30) days' written notice to RRAAC.
10.2 Lessor's Right to Terminate for Cause. In the event of any default or breach
by RRAAC, City has the right to terminate this Agreement for cause, upon ten (10) days' written
notice to RRAAC.
10.3 Lessor's Right of Early Termination. In the event City reasonably determines
that it requires the Lease Space for housing City staff, City has the right to early termination of
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this Agreement, and such early termination shall be
notice to RRAAC.
10.4 Lessee's Right toT for
terminate this Agreement, in whole or in part, for
upon thirty (30) days' written notice to City.
t$ Terminate
effected by City giving ten (10) days' written
Convenience. RRAAC has the right to
convenience and without cause, at any time
Article 11
Default
11.1 Default by Lessee. Default by RRAAC shall be defined as failing to comply,
within ten (10) days of receiving written notice from City, with any substantive provision of this
lease and Agreement.
City's remedies for RRAAC's default are to (a) enter and take possession of the
Lease Space, after which City may relet the leased premises on behalf of RRAAC and receive
any Lease Rent directly by reason of the reletting, and RRAAC agrees to reimburse City for
actual expenditures reasonably made in order to relet; or (b) enter the Lease Space and perform
RRAAC's obligations; or (c) terminate this lease and Agreement by proper written notice and
sue for damages.
11.2 Default by Lessor. Default by City shall be defined as (a) City failing to comply
with applicable provisions of this lease and Agreement 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.
RRAAC's remedy for City's default is termination of this lease if City fails to
provide an essential service for thirty (30) days after default.
11.3 No Waiver. 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 Agreement does not preclude pursuit of other remedies in this Agreement or as provided by
law. City and RRAAC have a duty to mitigate damages.
Article 12
Lessor's Rights upon Termination of Lease
12.1 Property to Inure to Lessor. All of RRAAC'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
be and remain upon and be surrendered with the premises as a part thereof at the termination of
this lease, whether under Article 10 or Article 11 herein, and RRAAC hereby waives all rights to
any payment or compensation therefor. In the event City requests that RRAAC remove any of
RRAAC's removable fixtures, equipment or property located in or about the premises or the
building at the termination of this lease, RRAAC shall promptly remove same at its sole risk,
cost and expense, and upon RRAAC's failure to remove same, City may remove same at
RRAAC's expense.
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Article 13
Liability and Indemnification
13.1 Liability. The parties expressly agree that nothing in this Agreement adds to or
changes the liability limits and immunities for a governmental unit provided by the Texas Tort
Claims Act, Chapter 101, Civil Practice and Remedies Code, or other law. The parties expressly
agree that, in the execution of this Agreement, neither party waives, nor shall be deemed hereby
to waive, any immunity or defense that would otherwise be available to it against claims arising
in the exercise of its powers or functions or pursuant to the Texas Tort Claims Act or other
applicable statutes, laws, rules, or regulations.
13.2 Indemnification. RRAAC shall defend (at the option of City), indemnify, and
hold City, its successors, assigns, officers, employees and elected officials harmless from and
against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses,
attorney's fees, and any and all other costs or fees arising out of, or incident to, concerning or
resulting from the fault of RRAAC, or its agents, invitees, employees or subcontractors, in the
performance of RRAAC's obligations under this Agreement, no matter how, or to whom, such
loss may occur. Nothing herein shall be deemed to limit the rights of City or RRAAC
(including, but not limited to the right to seek contribution) against any third party who may be
liable for an indemnified claim.
Article 14
Building Security
14.1 Building Access Cards, Keys and Badges. City will provide RRAAC 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 RRAAC'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, RRAAC may, at its sole cost and expense, change locks within its own
premises area, provided that RRAAC 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, RRAAC shall surrender to City all access cards, keys
and badges to the premises.
Article 15
Lessee's Obligation for Condition of Premises
15.1 Duty to Maintain, Surrender, and Repair/Replace. RRAAC 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, RRAAC will surrender and deliver up the premises to City in as nearly identical
condition as the premises were in on the commencement date of this lease, except for ordinary
wear and tear and damage arising from fire or other casualty. RRAAC 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 RRAAC or its agents, employees, representatives, invitees,
licensees or visitors and to repair damage to the building proximately caused by the negligence
or wrongdoing of RRAAC or its agents, employees or representatives acting within the scope of
their agency, employment or representation; provided, however, that if RRAAC should fail or
8
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 RRAAC
shall repay the actual costs thereof upon demand.
Article 16
Lessee's Obligation of Compliance with Laws
16.1 Duty to Comply. RRAAC 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 RRAAC (or in such event, at
RRAAC's option, RRAAC will pay the amount of any such increase).
Article 17
Miscellaneous Provisions
The parties to this Agreement agree as follows:
17.1 Binding Effect. The covenants and agreements herein contained shall inure to
and be binding upon City, its successors and assigns, and RRAAC, 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.
17.2 Release of Claims/Subrogation. City and RRAAC 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.
17.3 Notice to Insurance Companies. City and RRAAC shall notify the issuing
insurance companies of the release set forth in this Article 17, Subsection 17.2, and shall have
the insurance policies endorsed, if necessary, to prevent invalidation of coverage.
17.4 Subordination of Lease. This lease and Lessee's leasehold interest hereunder
are and shall be subject, subordinate, and inferior to any lien or encumbrance placed on the
leased premises by Lessor now or in the future, to all advances made under any such lien or
encumbrance, to the interest payable on any such lien or encumbrance, and to any and all
renewals and extensions of such lines or encumbrances.
17.5 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 and Agreement will terminate.
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17.6 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. RRAAC shall have no claim to the condemnation
award or proceeds in lieu of condemnation.
17.7 No Arbitration. In the event of any dispute regarding terms or performance of
terms of this lease, it is agreed by the parties that such dispute shall not be subject to arbitration.
17.8 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.
17.9 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.
17.10 Time is of the Essence. Time is expressly declared to be of the essence in this
lease and Agreement.
17.11 Amendment. No amendment, modification, or alteration of the terms of this
lease and Agreement shall be binding unless the same be in writing, dated subsequent to the date
of this Agreement, and duly executed by the parties to this Agreement.
17.12 No Third Party Beneficiaries. No term or provision of this Agreement is
intended to, or shall, create any rights in any person, firm, corporation, or other entity not a party
hereto, and no such person or entity shall have any cause of action hereunder.
17.13 No Other Relationship. No term or provision in this Agreement is intended to
create a partnership, joint venture, or agency arrangement between the parties.
17.14 Current Revenues. Pursuant to Section 791.011(d)(3) of the Texas Government
Code, each party performing services or furnishing services pursuant to this Agreement shall do
so with funds available from current revenues of the party.
17.15 Force Majeure. Notwithstanding any other provisions of this Agreement to the
contrary, no failure, delay or default in performance of any obligation hereunder shall constitute
an event of default or a breach of this Agreement if such failure to perform, delay or default
arises out of causes beyond the control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
17.16 Entire Agreement. This Agreement constitutes the entire agreement of the
parties regarding the subject matter contained herein and supersedes any agreements of the
parties, whether oral or written, formal or informal, heretofore made.
17.17 Approval. This Agreement has been duly and properly approved by each party's
governing body and constitutes a binding obligation on each party.
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17.18 Assignment. Except as otherwise provided in this Agreement, a party may not
assign this Agreement or subcontract the performance of services without first obtaining the
written consent of the other party.
17.19 Non -Appropriation and Fiscal Funding. The obligations of the parties under
this Agreement do not constitute a general obligation or indebtedness of either party for which
such party is obligated to levy, pledge, or collect any form of taxation. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate sufficient funds as determined by City's
budget for the fiscal year in question. City may effect such termination by giving RRAAC
written notice of termination at the end of its then -current fiscal year.
17.20 Non -Waiver. A party's failure or delay to exercise a right or remedy does not
constitute a waiver of the right or remedy. An exercise of a right or remedy under this
Agreement does not preclude the exercise of another right or remedy. Rights and remedies under
this Agreement are cumulative and are not exclusive of other rights or remedies provided by law.
17.21 Paragraph Headings. Various paragraph headings are inserted for convenience
of reference only, and shall not affect interpretation of this Agreement or any subsection herein.
17.22 Counterparts. This Agreement may be executed in multiple counterparts which,
when taken together, shall be considered as one original.
17.23 Severabilitv 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.
17.24 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:
Round Rock City Manager
221 East Main Street AND TO:
Round Rock, TX 78664
(b) If addressed to Lessee RRAAC:
Round Rock Area Arts Council
Post Office Box 5981
Round Rock, Texas 78664
Attention: Cathy Kincaid, President
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City Attorney Stephan L. Sheets
309 East Main Street
Round Rock, TX 78664
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 RRAAC.
17.25 Attorney's Fees. In the event of litigation between City and RRAAC wherein
one or both parties are 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.
17.26 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.
17.27 Contacts. The parties hereto agree that the persons listed below shall be the main
points of contact:
(a) For Lessor City:
Cheryl Delaney, Finance Director
(512) 218-5445
email: cdelaney(a,round-rock.tx.us
(b) For Lessee RRAAC:
Cathy Kincaid, President
(512) 989-6808
email: ckincaid@impactnews.com
17.28 Incorporation of Exhibits. All exhibits, schedules and attachments referred to in
this Agreement are hereby incorporated by reference for all purposes as fully as if set forth at
length herein. This Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof, and all prior correspondence, memoranda, agreements or understandings
(written or oral) with respect hereto are merged into and superseded by this lease.
IN WITNESS WHEREOF, this Lease Agreement is executed and delivered effective as
of the date and year first above written.
LESSOR
CITY OF SOUND ROCK, TEXAS
By:
Th
Alan McGraw, Mayor
Date: 2 • ZS. (
12
FOR CITY, ATTEST:
Sara L. White, City Secretary
ITY, APPR 1 VED AS TO FORM:
L. Sheets, City Attorney
LESSEE
ROUND ROCK AREA ARTS COUNCIL,
a Texas non-profit corporation
By:
Name:
Title:
Date:
13
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