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R-99-10-14-13E1 - 10/14/1999RESOLUTION NO. 99-10-14-13E1 WHEREAS, on January 20, 1999 the City entered into a Convention Center Complex Lease Agreement ("Lease Agreement") with Ryan Sanders Ryan, Inc. ("RSR"), and WHEREAS, on March 29th, 1999 the City and RSR entered into an Assignment of Convention Center Lease Agreement and Master Agreement Regarding Convention Center Complex Development ("Assignment"), which assigned RSR's rights and interests in the Lease Agreement to Round Rock Baseball, Inc., and WHEREAS, the City and Round Rock Baseball, Inc. now wish to amend and revise the aforesaid Lease Agrement by a First Amendment to the Convention Center Complex Lease Agreement, Now Therefore, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a First Amendment to the Convention Center Complex Lease Agreement, a copy of same being attached hereto and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered K:\WPDOCS\RESOLUTI\R91014E1.WPD/sc and formally acted upon, all as required by the Chapter 551, Texas Government Code, as amended, RESOLVED this 14th day of October, 1999. AT EST: E LAND, City Secretary 2 Open Meetings Act, and the Act. RO: RT A. STLUKA, , Mayor City of Round Rock, Texas e ki a V FIRST AMENDMENT TO THE CONVENTION CENTER COMPLEX LEASE AGREEMENT .on This First Amendment to the Convention Center Complex Lease Agreement ("First Amendment") is entered into effective as of October 14, 1999, by and between the City of Round Rock ("City"), and Round Rock Baseball, Inc. ("Round Rock Baseball"), and is as follows: Recitals Whereas, City and Ryan Sanders Ryan, Inc., ("RSR") entered into that one certain Convention Center Complex Lease Agreement ("Lease Agreement,") which was dated the 20th day of January, 1999, and Whereas, City and RSR entered into that one certain Assignment of Convention Center Lease Agreement and Master Agreement Regarding Convention Center Complex Development ("Assignment") which was dated the 29th day of March, 1999, whereby RSR's rights and interests in the Lease Agreement were assigned to Round Rock Baseball, and Whereas, City and Round Rock Baseball wish to amend and revise the aforesaid Lease Agreement as provided below, Now Therefore; For and In Consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the sufficiency of which is hereby acknowledged by the undersigned, the City and Round Rock Baseball do hereby amend and modify the aforesaid Agreements as follows: I. Section 3.2 of the Lease Agreement is hereby amended to read as follows: Section 3.2. Term. The term (the "Term") of this Lease shall commence upon the Commencement Date and shall continue through the day which is sixty (60) days after the conclusion of the last home game (regular season or playoff, as the case may be) conducted by Lessee in the Leased Premises during the twenty-fifth (25th) thirty- eighth (38th) full baseball season after the Commencement Date, or until the expiration of the option period if exercised under Section 3.4, unless earlier terminated in accordance with the terms hereof. S:\WPDOCS\ACITY\PROJ34\LEASES\1ST_AMD.WPD/sls 1 "Redlined" Version II. Section 3.4 of the August Agreement is hereby amended to read as follows: Section 3.4. Option to Extend; Rentals Beyond Term. Lessee shall have the right and option to extend the Term of this Lease for one additional extended period of 10 years upon receipt of the following: (i) written notice delivered to the Lessor on or before September 30, 2023 2036 stating the Lessee's intent to exercise the option and (ii) an opinion of bond counsel for the Lessor that the extension pursuant to the terms of this Lease will not adversely affect the tax exempt status of any debt issued related to the Convention Center. In the event the Lessee exercises such option, Lessee shall pay to Lessor an annual rental during the extended period without demand, in an amount equal to the annual fair market rental value, as of the first day of the extended period, of all buildings, fixtures, or other improvements then located upon the Land (excluding the equipment and fixtures installed by Lessee) as encumbered by the then existing improvements agreed upon by Lessor and Lessee. If Lessor and Lessee have failed to agree upon the annual fair market rental value within sixty (60) days after Lessee's delivery of such notice, the parties shall submit the dispute to mediation in accordance with the Section 11.14 below with each party submitting to the mediator such party's determination of the annual fair market rental value of the Land, and the mediator selecting from such submittals the annual fair market rental value. The mediator shall select either the Lessor's submittal or the Lessee's submittal, whichever, in the opinion of the mediator, is closest to the mediator's determination of fair market rental value. The decision of the mediator shall be final. III. Section 10.1 of the Lease Agreement is hereby amended to read as follows: Section 10.1. Damage and Destruction. (a) If the Leased Premises are destroyed (in whole or in part) or are damaged by fire or other casualty, Lessee shall promptly give written notice thereof to Lessor. All applicable insurance proceeds shall be applied by Lessor to repair, rebuild or restore the property damaged. Any remaining balance after payment for such repair, rebuilding or restoration shall be retained by Lessor. Lessee agrees to look solely to its insurance for the replacement and repair of the Removables and shall have all rights to all insurance with respect to, and shall be responsible for repair of, the concession areas to the extent, but no further, the same were equipped by Lessee or concessionaires contracting with Lessee. (b) Lessor will proceed promptly to repair, rebuild or restore the property damaged or destroyed to substantially the same condition as it existed prior to the event causing such damage or destruction, with such changes, alterations and modifications (including the substitution and addition of other property) as may be desired by Lessee and Lessor and which will not impair productive capacity or the character of the Leased Premises. If such damage results in an Untenantable Condition, all Rental shall 2 abate during the period of repair and restoration. Notwithstanding the foregoing, in the event that (a) substantially all of the improvements shall be damaged or destroyed by casualty at any time during the final three (3) years of the Term or (b) any portion of the Leased Premises shall be damaged or destroyed by casualty at any time during the Lease Term and the governmental rules then applicable to the Leased Premises do not permit the restoration of the Leased Premises so as to eliminate an Untenantable Condition, then Lessee may, at its option (exercised with reasonable promptness in the circumstances, but in all events within ninety (90) days after such damage or destruction), terminate this Lease by serving upon Lessor notice within such period setting forth Lessee's election to terminate this Lease as a result of such damage or destruction as of the end of the calendar month in which such notice is delivered to Lessor. Upon the service of such notice and the making of such payments within the foregoing time period, Lessor shall pay to Lessee the amount of the Unamortized Portion of the Lessee's Contribution (measured as of the date of termination) this Lease shall cease and terminate on the date specified in such notice with the same force and effect as of such date were the date originally fixed as the lease expiration date and Lessee shall have no further obligation hereunder. The term "Unamortized Portion of the Lessee's Contribution" means an amount equal to, as of the date of its determination, the product of "X" times the total number of days remaining in the scheduled 25 ycar Term 25 yea. period of time fromAe Cou ence ent Tate; with "X" being determined as follows: "X" equals the sum obtained by subtracting from $5,825,000 the Applicable Amount. The term "Applicable Amount" shall be, as of the date of determination, the sum of the dollar amounts reflected in Column A for each period set forth opposite in Column B below which have expired prior to the date of determination plus a pro rated amount of the amount in Column A for the period in Column B below in which the date of determination falls: Column A Column B $500,000 1st year of the Term $400,000 2nd year of the Term $300,000 3rd year of the Term $200,000 4th year of the Term $100,000 5th year of the Term $ 15,000. For each year of the Term thereafter through and including the 20th year of the Term $ 5,000 For each of the 21st through the 25th year of the Term (As an example of the foregoing, if the date of determination is on the first day of the seventh month of the 3rd year of the Term, the Applicable Amount would be $1,050,000 [i.e., $500,000 plus $400,000 plus 1/2 of $300,000). IV. To the extent necessary to effect the terms and provisions of this First Amendment, the Lease Agreement is hereby amended and modified. In all other respects, the aforesaid Lease Agreement is hereby ratified and confirmed. In Witness Whereof, the parties hereto have caused this First Amendment to be executed by their proper, duly authorized officers, all as the day and year first above set forth. 3 ATTEST: By: Joanne Land, City Secretary CITY OF ROUND ROCK: By: Robert S. Stluka, Mayor Date: ROUND ROCK BASEBALL, INC. By: Reid Ryan, President Date: DATE: October 8, 1999 SUBJECT: City Council Meeting — October 14, 1999 ITEM: 13.E.1. Consider a resolution authorizing the Mayor to execute the First Amendment to the Convention Center Complex Lease Agreement. This amendment extends the term of the Lease Agreement for the Convention Center Complex to thirty-eight (38) years. Staff Resource Person: Bob Bennett, City Manager. EXECUTED DOCUMENT FOLLOWS ORIGINAL FIRST AMENDMENT TO THE CONVENTION CENTER COMPLEX LEASE AGREEMENT This First Amendment to the Convention Center Complex Lease Agreement ("First Amendment") is entered into effective as of October 14, 1999, by and between the City of Round Rock ("City"), and Round Rock Baseball, Inc. ("Round Rock Baseball"), and is as follows: Recitals Whereas, City and Ryan Sanders Ryan, Inc., ("RSR") entered into that one certain Convention Center Complex Lease Agreement ("Lease Agreement,") which was dated the 20th day of January, 1999, and Whereas, City and RSR entered into that one certain Assignment of Convention Center Lease Agreement and Master Agreement Regarding Convention Center Complex Development ("Assignment") which was dated the 29th day of March, 1999, whereby RSR's rights and interests in the Lease Agreement were assigned to Round Rock Baseball, and Whereas, City and Round Rock Baseball wish to amend and revise the aforesaid Lease Agreement as provided below, Now Therefore; For and In Consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the sufficiency of which is hereby acknowledged by the undersigned, the City and Round Rock Baseball do hereby amend and modify the aforesaid Agreements as follows: I. Section 3.2 of the Lease Agreement is hereby amended to read as follows: Section 3.2. Term. The term (the "Term") of this Lease shall commence upon the Commencement Date and shall continue through the day which is sixty (60) days after the conclusion of the last home game (regular season or playoff, as the case may be) conducted by Lessee in the Leased Premises during the thirty-eighth (38th) full baseball season after the Commencement Date, or until the expiration of the option period if exercised under Section 3.4, unless earlier terminated in accordance with the terms hereof. S:\WPDOCS\ACITY\PROJ34\LEASES\1ST AMD .WPD/s1s 1 II. Section 3.4 of the August Agreement is hereby amended to read as follows: Section 3.4. Option to Extend; Rentals Beyond Term. Lessee shall have the right and option to extend the Term of this Lease for one additional extended period of 10 years upon receipt of the following: (i) written notice delivered to the Lessor on or before September 30, 2036 stating the Lessee's intent to exercise the option and (ii) an opinion of bond counsel for the Lessor that the extension pursuant to the terms of this Lease will not adversely affect the tax exempt status of any debt issued related to the Convention Center. In the event the Lessee exercises such option, Lessee shall pay to Lessor an annual rental during the extended period without demand, in an amount equal to the annual fair market rental value, as of the first day of the extended period, of all buildings, fixtures, or other improvements then located upon the Land (excluding the equipment and fixtures installed by Lessee) as encumbered by the then existing improvements agreed upon by Lessor and Lessee. If Lessor and Lessee have failed to agree upon the annual fair market rental value within sixty (60) days after Lessee's delivery of such notice, the parties shall submit the dispute to mediation in accordance with the Section 11.14 below with each party submitting to the mediator such party's determination of the annual fair market rental value of the Land, and the mediator selecting from such submittals the annual fair market rental value. The mediator shall select either the Lessor's submittal or the Lessee's submittal, whichever, in the opinion of the mediator, is closest to the mediator's determination of fair market rental value. The decision of the mediator shall be final. III. Section 10.1 of the Lease Agreement is hereby amended to read as follows: Section 10.1. Damage and Destruction. (a) If the Leased Premises are destroyed (in whole or in part) or are damaged by fire or other casualty, Lessee shall promptly give written notice thereof to Lessor. All applicable insurance proceeds shall be applied by Lessor to repair, rebuild or restore the property damaged. Any remaining balance after payment for such repair, rebuilding or restoration shall be retained by Lessor. Lessee agrees to look solely to its insurance for the replacement and repair of the Removables and shall have all rights to all insurance with respect to, and shall be responsible for repair of, the concession areas to the extent, but no further, the same were equipped by Lessee or concessionaires contracting with Lessee. (b) Lessor will proceed promptly to repair, rebuild or restore the property damaged or destroyed to substantially the same condition as it existed prior to the event causing such damage or destruction, with such changes, alterations and modifications (including the substitution and addition of other property) as may be desired by Lessee and Lessor and which will not impair productive capacity or the character of the Leased Premises. If such damage results in an Untenantable Condition, all Rental shall abate during the period of repair and restoration. Notwithstanding the foregoing, in the event that (a) substantially all of the improvements shall be damaged or destroyed by casualty at any time during the 2 • final three (3) years of the Term or (b) any portion of the Leased Premises shall be damaged or destroyed by casualty at any time during the Lease Term and the governmental rules then applicable to the Leased Premises do not permit the restoration of the Leased Premises so as to eliminate an Untenantable Condition, then Lessee may, at its option (exercised with reasonable promptness in the circumstances, but in all events within ninety (90) days after such damage or destruction), terminate this Lease by serving upon Lessor notice within such period setting forth Lessee's election to terminate this Lease as a result of such damage or destruction as of the end of the calendar month in which such notice is delivered to Lessor. Upon the service of such notice and the making of such payments within the foregoing time period, Lessor shall pay to Lessee the amount of the Unamortized Portion of the Lessee's Contribution (measured as of the date of termination) this Lease shall cease and terminate on the date specified in such notice with the same force and effect as of such date were the date originally fixed as the lease expiration date and Lessee shall have no further obligation hereunder. The term "Unamortized Portion of the Lessee's Contribution" means an amount equal to, as of the date of its determination, the product of "X" times the total number of days remaining in the 25 -year period of time from the Commencement Date, with "X" being determined as follows: "X" equals the sum obtained by subtracting from $5,825,000 the Applicable Amount. The term "Applicable Amount" shall be, as of the date of determination, the sum of the dollar amounts reflected in Column A for each period set forth opposite in Column B below which have expired prior to the date of determination plus a pro rated amount of the amount in Column A for the period in Column B below in which the date of determination falls: Column A Column B $500,000 1st year of the Term $400,000 2nd year of the Term $300,000 3rd year of the Term $200,000 4th year of the Term $100,000 5th year of the Term $ 15,000 For each year of the Term thereafter through and including the 20th year of the Term $ 5,000 For each of the 21st through the 25th year of the Term (As an example of the foregoing, if the date of determination is on the first day of the seventh month of the 3rd year of the Term, the Applicable Amount would be $1,050,000 [i.e., $500,000 plus $400,000 plus '/ of $300,000). IV. To the extent necessary to effect the terms and provisions of this First Amendment, the Lease Agreement is hereby amended and modified. In all other respects, the aforesaid Lease Agreement is hereby ratified and confirmed. In Witness Whereof, the parties hereto have caused this First Amendment to be executed by their proper, duly authorized officers, all as the day and year first above set forth. 3 ATTEST: B Joanne Land, City Secretary F ROUND ' OCK: A. Stluka, Jr., Ma�j6r Date: /Q JL " 99 ROUN I ROC ► BASEBALL, INC. By: Rei • Ryan, ' = ident Date: /.0.. /"7 ' q9