LEASE

This Lease made and entered into this _______of ________, 2008, between, Riverfront, L.L.C., a Kansas Corporation, c/o Dan C. Simons, Member, P.O. Box 1797, One Riverfront Plaza, Lawrence, Kansas, 66044, hereinafter referred to as "Lessor" and The City of Lawrence, Kansas, a Kansas municipal corporation, c/o David Corliss, City Hall, 6th East 6th, Lawrence, Kansas, hereinafter referred to as "Lessee."

 

In consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

 

1.                  DESCRIPTION OF LEASED PREMISES.

 

Lessor does hereby agree to let and lease unto Lessee the following-described premises in the City of Lawrence, Douglas County, Kansas:

 

The East lower level floor, containing 6,486 square feet in a building constructed on the real property described as One Riverfront Plaza, Suite Number 110 and further described in Exhibit B attached, in the City of Lawrence, Douglas County, Kansas.

 

2.                  TERM OF LEASE.

 

The term of this Lease shall be for three (3) years to commence September 1, 2008 and to end on August 31, 2011.  In the event the Landlord redevelops the property and that redevelopment requires the Tenant to relocate, both parties agree to work toward a reasonable and fair arrangement to accommodate the move.

 

3.          RENT.

 

Lessee shall pay as base rent the sum of $46,828.92 for the first year of the term payable in monthly installments of $3,902.41, along with the herein described Additional Rents. Lessee shall pay as base rent the sum of $67,778.70 for the second and third years of the term payable in monthly installments of $5,648.22, along with the herein described Additional Rents. Rent shall be paid on or before the first day of each month, at such place designated by Lessor. 

 

4.                     ADDITIONAL RENT.

 

Lessee shall pay to Lessor on a monthly basis, beginning September 1, 2008, and during the remaining term of the Lease and commencing with the payment of the Lessee's base rent as herein provided, the sum of ($1,625.00) per month for the estimated building insurance premium, common area maintenance, and real estate taxes. The Additional Rent is based upon the Lessee's use and occupancy of approximately six percent (6%) of the building at 1 Riverfront Plaza. This additional rent will be adjusted annually in December based upon the previous year's actual costs for said building insurance premiums, common area maintenance and real estate taxes. Any adjustment shall be paid or refunded by February 15th of the year following the period for which the payments apply.   

 

5.                     AUDIT OF COMMON AREA MAINTENANCE, TAXES AND INSURANCE.

 

Lessor shall, upon request, provide an accounting of all ad valorem taxes on the premises, insurance expenses and common area maintenance expenses of each year of the Lease Term at such time as Lessee shall request, if Lessee is required to pay any portion of such expenses by the terms of this Lease.

 

6.                     USE OF LEASED PREMISES.

 

The leased premises shall be used by Lessee for city offices or for other not-for-profit office use so long as the not-for profit office use is comparable to city office use and for no other purpose without the written consent of Lessor, which shall not be withheld unreasonably. Notwithstanding the above, Lessee shall not sublet to any homeless shelter, halfway house, soup kitchen or other uses which might encourage loitering on or around the Premises.

 

7.                     PARKING.

 

Parking arrangements have been previously negotiated pursuant to the attached Exhibit A.

 

In the event Lessor redevelops the Riverfront property during the term of this Lease and said redevelopment plans temporarily or permanently affect the City’s ability to use the City’s parking stalls located on the east side of the Riverfront building, Lessor agrees to provide supplemental parking equal in number to the spaces lost or temporarily affected by the redevelopment in the Riverfront Lot to the City at no additional cost to the City.

 

8.                     TAXES.

 

Lessee shall pay its six percent (6%) pro rata share, based upon its square footage of the total floor space of the building, the real estate taxes assessed against the entire land and building as additional rent heretofore provided.  

 

9.         UTILITY EXPENSES.  Tenant shall pay all utility expenses for utilities furnished to the Leased Premises during the term of this Lease. 

 

MAINTENANCE AND ALTERATIONS.

 

            10.       LESSEE’S REPAIRS.

 

The Lessee agrees at all times, and at its own cost and expense, to repair, replace and maintain in good and tenantable condition, the Leased Premises and every part thereof, excluding the roof, exterior walls structural parts of the Leased Premises and structural floor (floor covering including carpeting, terrazzo or other special flooring installed by or at the request of Lessee, to be maintained by the Lessee), and including without limitation the utility meters, pipes, and conduits, all fixtures, air-conditioning and heating equipment serving the Leased Premises and other equipment therein, the space front, all Lessee’s signs, locks and closing devices, and all window sashes, casements or frames door and door frames and all such items of repair maintenance and improvement or reconstruction as may at any time or from time to time be required by a governmental agency having jurisdiction thereof.  Lessee shall maintain its contract with a service company for reasonable maintenance of the heating and air conditioning equipment with a copy of the service contract to be furnished to the Lessor.  All glass, both exterior and interior, is at the sole risk of Lessee, and any glass broken shall be promptly replaced by Lessee with glass of the same kind size and quality.  If Lessee refuses or neglects to make repairs or maintain the Premises in a manner reasonably satisfactory to Lessor, Lessor shall have the right, upon giving Lessee reasonable written notice of its election to do so, to make such repairs or perform such maintenance on behalf of and for the account of Lessee.  In such event said work shall be paid for by Lessee as Additional Rent upon receipt of a bill therefore.  Upon any surrender of the Premises, the Less shall redeliver the Premises to the Lessor in good order condition and state of repair, ordinary wear and tear excepted and excepting such items of repair as my be the Lessor’s obligation hereunder.

 

11.       LESSOR’S REPAIRS.

 

Subject to the foregoing provisions hereof the Lessor shall keep and maintain in good tenantable condition and repair, the roof, exterior walls, pipes and conduits outside the Premises for the furnishing to the Premises of various utilities (except to the extent that the same are the obligation of the appropriate public utility company), provided however, that Lessor shall not be required to make repairs necessitated by reason of the negligence of the Lessee or anyone claiming under the Lessee or by reason of the failure of the Lessee to perform or observe any conditions or agreements in this Lease contained or caused by alterations, or improvements made by this Lessee or anyone claiming under the Lessee.  Anything to the contrary notwithstanding contained in this Lease, Lessor shall not in any way be liable to the Lessee for failure to make repairs as being specifically required of it unless the Lessee has previously notified the Lessor in writing of the need of such repairs within a reasonable period of time following receipt of the Lessee’s written notification.  As used in this Paragraph the expression “exterior walls” shall not be deemed to include frames, doors or door frames, security grilles or similar enclosures.  It is understood and agreed that the Lessor shall be under no obligation to make any repairs, renewals replacements or improvements to and upon the Premises or to the mechanical equipment and HVAC exclusively serving the Premises at any time. Lessee shall repair any damage in connection with any burglary or forcible entry into the Premises at the Lessee’s sole expense. 

 

12.       CLEANING SERVICES.  Lessee agrees to provide its own janitorial and cleaning services to the leased premises and shall make such minor repairs and maintenance as is required by the ordinary use of the premises. 

 

13.       TRASH PICK-UP.  All trash shall be contained within the Leased Premises or in a container furnished in a location approved by the Lessor.  Lessee shall keep the Leased Premises free from filth, danger of fire or any nuisance and shall comply with all city ordinances, state laws and regulations applicable thereto.

 

14.              ALTERATIONS.

 

Lessee shall make no alterations to the Leased Premises without the prior written consent of the Lessor.  All alterations, additions, improvements, and fixtures (other than trade fixtures) made or installed upon the Leased Premises by Lessee shall remain on and be surrendered with the Leased Premises at the termination of this Lease unless Lessor requests their removal, in which event Lessee shall remove the same and restore the Leased Premises to their original condition.

 

15.              COMMON AREA MAINTENANCE.

 

Definition of Common Areas.  The term “Common Areas” refers to any areas which are now or hereafter made available for general use, convenience and benefit of Lessee and other persons entitled to occupy the building, excluding any common areas in the Marriott Spring Hill Suites Hotel.

 

Maintenance.  Lessee and its employees and invitees are, except as otherwise specifically provided in this Lease, authorized, empowered and privileged to use the Common Area in common with other persons during the term of this Lease.  Lessor agrees to maintain and operate or cause to be maintained and operated (except as hereinafter provided with reference to cost of maintenance), said Common Areas at all times for the benefit and use of the patrons of the Lessee, and other tenants, owners and occupants of the 1 Riverfront Plaza.  The Lessor shall keep or cause to be kept said Common Areas in a neat clean and orderly condition properly lighted and landscaped and shall repair any damage to the facilities thereof.

 

Expenses.  Lessee’s responsibility for the expenses related to common area maintenance shall be in accordance with Paragraph 4 of this Lease. 

 

            16.       INSURANCE AND INDEMNITY.

 

            As a Municipal Corporation, Lessee is self insured for General Liability pursuant to Kansas statutes.

 

            Lessee agrees that it will not keep or use in or upon the Leased Premises any article that may be prohibited by the standard from of fire insurance policy.

 

            Lessor agrees that it will indemnify and hold harmless Lessee from and against all claims of whatsoever nature arising from any act, injury or damage to personal property occurring outside the Leased Premises, within the building, or such acts, injuries of damages resulting or are claimed to have resulted from any act, omission or negligence on the part of the Lessor, its licensees, agents or invitees, servants or employees.  This indemnity and hold harmless shall include indemnity against all losses, claims, expenses, penalties, liens, and liabilities including reasonable attorney’s fees, incurred in or in connection with any such claim or proceeding brought thereon and in the defense thereof.  Lessee agrees Lessor shall not be responsible to Lessee or to those claiming by, through or under Lessee for any loss or damage occasioned by the acts or omissions or negligence of the occupants of the adjoining Leased Premises or other part of the building or for any loss or damage resulting to Lessee or those claiming by, through or under the Lessee to its property from bursting, stopping leaking or over flowing of water, gas, sewer, steam pipes or any of its costs.

 

17.   MECHANIC'S LIENS.

 

Lessee shall not permit any liens to stand against the Leased Premises for any labor or materials furnished to Lessee in connection with any permissible work performed thereon. Lessee shall not be the agent of Lessor with respect to any such liens, and no such liens shall attach to or affect the interest of Lessor.

 

18.   DAMAGE TO PROPERTY OF LESSEE.

 

Lessor shall not be liable to Lessee for any damage to property of Lessee contained in the Leased Premises caused by reason of any defects in the roof, exterior walls, foundation or structural parts of the building, provided Lessor shall repair such defects within a reasonable time after having been given written notice thereof by Lessee, unless the damage results from a peril which is insured against under a standard fire and extended coverage insurance policy; in which event, the policy proceeds shall be used to repair the damage.  Lessor agrees that rent shall be abated or reduced proportionally during any period in which by reason of such damage or destruction there is a substantial interference with the operation of the Lessee’s governmental functions in the Leased Premises.

 

19.   SIGNS.

 

Any sign attaching to the premises by Lessee must be approved, in writing, by the Lessor before the same can be installed (all existing signage being approved). However, consent will not be unreasonably withheld if such sign does not impair the structure and meets all City codes.

 

20.   INSURANCE.

 

Lessor shall, at its cost, insure the premises against loss by fire and other perils insured against by a standard form of fire and extended coverage insurance in an amount or amounts to be determined by Lessor, in its sole judgment, as adequate. Lessee shall reimburse Lessor for its pro rata share of the costs of insurance based upon the Lessee's percentage square footage of floor space of the leased premises (six) percent (6%)). See Paragraph 4 (Additional Rent.)  Lessee shall not permit the leased premises to be operated or used in such a manner as would render Lessor's insurance void or cause a cancellation thereof.

 

If the Lessor fails to have in full force, at any time during the term of this Lease, or any renewal thereof, a standard form policy(ies) of fire and extended coverage insurance, as provided in this Lease, the Lessee shall have no greater obligation to the Lessor hereunder in the event of loss or damage to the leased premises, or the entire structure of which the leased premises is a part, than Lessee would have if such policy(ies) was in full force and effect at the time of such loss.

 

It is expressly understood by the parties that the Lessee is a self-insurer of all perils and losses for which it might obtain a policy(ies) of insurance, subject to all limitations as to the dollar amount of liability as provided by law.

 

21.   DAMAGE TO OR DESTRUCTION OF LEASED PREMISES.

 

If the Leased Premises should be damaged or destroyed during the term of this Lease by fire or other insurable casualty without the fault of Lessee, Lessor shall, subject to the time that elapses due to adjustment of insurance, repair and/or restore the same at substantially the condition it was in immediately prior to such damage or destruction, except as in this paragraph provided. Lessor shall not be required to replace or restore any trade fixtures, signs, personal property, or other installations theretofore installed by the Lessee. Lessor shall be required to replace tenant finish if the loss is covered by the Lessor's property or casualty insurance. Rent payable under this Lease shall be abated proportionately according to the floor area of the leased premises which is usable by Lessee. If the damage was caused by the fault of Lessee there shall be no abatement of rent. Any abatement shall continue for the period commencing with such damage or destruction and ending with the completion by the Lessor of such work or repair or reconstruction as Lessor is obligated to do.

 

Notwithstanding the foregoing, in the event of any such casualty causes damages to the extent that the premises are untenantable and the repair or restoration of the premises is not economically feasible, the Lessor shall have the option to terminate this Lease by giving written notice thereof to the Lessee within thirty (30) days after the happening of such casualty, and thereupon this Lease shall be deemed to have terminated as of the date of the damage or destruction, and the Lessee shall immediately quit and surrender the leased premises to the Lessor.

 

22.        NON-ASSIGNABILITY.

 

The Lessee may not assign, transfer, dispose of, mortgage, pledge or grant a security interest in this Lease, the leasehold estate it creates, or any of Lessee’s rights hereunder, in whole or in part.  Nor shall Lessee’s rights or interest under or in this Lease pass or be transferred or assigned by operation of law or otherwise.  Lessee shall not sublet all or any part of the Premises or grant license or concessions or allow any other occupant, other than a City department or agency to come in with our under the Lessee without the written consent of Lessor, which shall not unreasonably be withheld.  Notwithstanding the above, Lessee shall not sublet to any homeless shelter, halfway house, soup kitchen or other uses which might encourage loitering on or around the Premises.

 

23.      CONDITION OF PREMISES UPON OCCUPANCY.

 

Lessee is currently in possession of the premises and accepts the premises in its current condition.

 

24.       DEFAULT.

 

If default shall be made by the Lessee in the payment of rent, or any part thereof, or in the performance of the agreements, on its part required to be fulfilled and performed, or in the event the Lessee shall abandon or vacate the leased premises without the consent of the Lessor, and such default is not cured within twenty (20) days after the Lessee has received written notice of default in payment of rent and within thirty (30) days after the Lessee has received, written notice of any default other than payment of rent, the Lessor, at its option, shall have the right to deem the Lessee in default, and Lessor, shall have the right, at its option, to enter the leased premises, or any part thereof, either with or without process of law, and to remove the Lessee and all other persons there from together will all personal property found therein, and shall have the option of terminating this Lease;-or the Lessor may, from time to time, without terminating this Lease, relet the leased premises or any part thereof for such term or terms, although extended beyond the term of this Lease and at such rental or rentals and upon such other terms and conditions as the Lessor, in its sole discretion, may deem advisable, with the right to repair, renovate, remodel, redecorate, alter and change the leased premise. At the option of Lessor, rents received by Lessor from such reletting shall be applied first to the payment of any indebtedness from Lessee to Lessor other than rent due hereunder; second, to the payment of any cost and expenses of such reletting, including but not limited to, attorneys' fees, advertising fees and brokerage fees, and to the payment of any repairs, renovations, remodeling, redecoration, alterations and changes in the leased premises; third, to the payment of rent due and payable hereunder, and, if after so applying said rentals a deficiency exists in the rent payable by Lessee hereunder, Lessee shall pay any such deficiency to Lessor monthly. No such reentry or taking possession of the leased premises shall be construed as an election of Lessor to terminate this Lease unless a written notice of such termination shall be given to Lessee. No remedy provided in this Lease shall be exclusive, but each shall be cumulative with all other remedies provided in this Lease and at law or in equity.

 

25.   QUIET ENJOYMENT OF LEASED PREMISES.

 

If Lessee shall perform, all and singular, the agreements on its part herein contained to be performed, Lessor and assigns shall warrant and defend Lessee in the quiet enjoyment and peaceful possession of the leased premises during the lease term.

 

26.   INSPECTION OF LEASED PREMISES.

 

Lessor shall have the right to enter into and upon the Leased Premises or any part thereof at any reasonable hours for the purpose of inspection and making repairs, but Lessor agrees not to exercise this right in such a way as unreasonably to interfere with the business of Lessee.

 

27.   TERMINATION AND REMOVAL OF LESSEE'S PROPERTY.

 

Upon the expiration or the sooner termination of this Lease, Lessee shall quit and surrender the Leased Premises to Lessor.  All improvements constructed by Lessee shall be and become part of the property of Lessor, except usual trade fixtures installed by Lessee which are not so affixed to the Leased Premises as to damage the Leased Premises upon removal.

 

28.       RELATIONSHIP OF PARTIES.

 

Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third-party, as creating the relationship of principal and agent or partnership or of joint venture between the parties hereto it being understood and agreed that neither the method of computation of rent, nor any other provision contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of Lessor and Lessee.

 

29.   BILATERAL WAIVER OF SUBROGATION.

 

Lessee hereby waives any and all right of subrogation against Lessor, its agents, servants and employees, for any damage caused to the property of Lessee located in and upon the leased premises, by reason of its negligence, the same as though Lessee insured its said property by a standard form policy of fire and extended coverage insurance, rather than being a self-insurer of its said property. Lessor hereby waives any and all right of subrogation against Lessee, its agents, servants, and employees, for any damage caused to the property of Lessor, including the leased premises; the structure of which the leased premises is a part; and that property located in and upon said premises, by reason of its negligence, and said Lessor shall cause said waiver of subrogation rights to be endorsed upon the policy or policies of standard form fire and extended coverage insurance written to insure the Lessor's said property, unless said policy(ies) do not require such endorsement.

 

 

30.   KANSAS CASH BASIS LAW.

 

The parties mutually understand and agree that it is their intent that the terms of this Lease agreement, and renewals thereof, are lawful under the provisions of the Kansas Cash Basis Law, K.S.A. 10-1101, et seq.  The parties understand and agree that the City is obligated only to pay periodic payments or monthly installments under the agreement as may lawfully be made from funds budgeted and appropriated for that purpose during the City’s current budget year or funds made available from any lawfully operated revenue producing source.

 

            31.       SEPARABILITY AND PARTIAL INVALIDITY.

 

Each covenant, agreement and provision of this Lease shall be construed to be a separate covenant agreement and provision If any covenant, agreement or provision of this Lease or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such covenant, agreement to the provision or any person or circumstances other than those as to which such covenant, agreement or provision is invalid or unenforceable, shall not be affected thereby and each covenant, agreement and provision of this Lease shall be valid and enforceable to the extent permitted by law.

 

            32.       ENTIRE AGREEMENT.

 

It is understood that there are no oral agreements between the parties hereto affecting this Lease and this Lease supersedes and cancels any and all previous negotiations, arrangements, agreements and understanding if any, between the parties hereto or displayed by Lessor to Lessee with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Lease.

 

33.   NOTICES.

 

All notices in connection with this Lease shall be sent by certified mail. Notices to the Lessor shall be addressed to it, c/o Dan C. Simons, P.O. Box 1797, Lawrence, Kansas, 66044. Notices to the Lessee shall be addressed to the Lessee, c/o City Manager at City Hall, 6th East 6th Street, Lawrence, Kansas 66044, or at such address as the Lessee shall, from time to time designate in writing.

 

34.   HOLDING OVER.

 

Should the Lessee hold over for any reason after the expiration of the basic term, said holding over shall create only a tenancy from month to month, terminable on thirty (30) days written notice from either party to the other.

35.   NO BROKER.

 

Lessor and Lessee agree to hold each other harmless against any and all claims by any person for brokerage commissions arising out of any conversation, negotiations or other dealings held by the other party with any broker regarding this Lease, other than those with Doug Brown/McGrew Commercial. Lessor alone is responsible for the payment of any commissions due.  McGrew Commercial represents the interests of the Landlord in this lease and anything disclosed to McGrew Commercial has been disclosed to the Landlord.

 

36.   WAIVER OF BREACH NOT WAIVER OF OTHERS.

 

The waiving of any of the covenants, provisions or terms of this Lease by either Lessor or the Lessee shall be limited to the particular instance and shall not be deemed to waive any other breach or breaches.

 

37.        BINDING EFFECT OF LEASE.

 

This lease shall inure to the benefit of and be binding upon the successors and permissible assigns of the parties hereto.

 

            38.       COMPLIANCE WITH LAWS.

 

            Lessee covenants that during the Lease Term, Lessee shall comply, at its sole cost and expense, with all laws, ordinances, orders, rules, regulations and requirements of all federal, state or municipal government.

39.        GOVERNMENTAL POWERS.

 

It is agreed that by execution of this lease agreement, the City of Lawrence, Kansas does not waive or surrender any of its governmental powers.

 

Dated as of this__ ______  day of ____________, 2008.

 

LESSOR:

 

 

 

By Riverfront, LLC – Dan C. Simons, Member

 

 

LESSEE:

The City of Lawrence

 

 

David L. Corliss, City Manager

 

 

 

ATTEST:

 

 

 

Frank S. Reeb, City Clerk

 

 

 

STATE OF KANSAS             )

                                                :SS

COUNTY OF DOUGLAS      )

 

BE IT REMEMBERED, that on this _____ day of _____________, 2008, before me, the undersigned, a Notary Public in and for the County and State aforesaid came Dan C. Simons, acting on behalf of Riverfront, LLC, who is personally known to me to be the same person who executed the within and foregoing instrument of writing, and duly acknowledged the execution of the same.

 

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

 

                                                                                                                                                                                                                                                                                                                                                                        __________________________

                                                                        Notary Public

 

My Commission Expires:          ____________________

 

STATE OF KANSAS             )

                                                :SS

COUNTY OF DOUGLAS      )

 

BE IT REMEMBERED, that on this _____ day of _____________, 2008, before me, the undersigned, a Notary Public in and for the County and State aforesaid came David L. Corliss, acting in his capacity as City Manager of the City of Lawrence, Kansas, who is personally known to me to be the same person who executed the within and foregoing instrument of writing, and duly acknowledged the execution of the same.

 

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

 

                                                                                                                                                                                                                                                                                                                                                                        __________________________

                                                                        Notary Public

My Commission Expires:          ____________________

 

Exhibit A

 

[attach parking agreement]