HomeMy Public PortalAbout095-2020 - Mayor - Wayne County EDC - Lease Agreement - Former Elder Beerman BuildingLEASE AGREEMENT
THIS AGREEMENT is made and entered into by and between the CITY OF RICHMOND,
INDIANA, by and through its Board of Public Works and Safety, hereinafter referred to as
"Lessor", and the ECONOMIC DEVELOPMENT CORPORATION OF WAYNE COUNTY,
INDIANA, an Indiana nonprofit corporation, hereinafter referred to as "Lessee."
WITNESSETH:
WHEREAS, Lessor is the owner of certain real estate commonly known as the former
Elder-Beerman department store building, located at 601 East Main Street, Richmond, Wayne
County, Indiana, which property is more particularly described as follows, to -wit:
See Exhibit "A"
hereinafter referred to as the "Property"; and
WHEREAS, Lessee is a duly incorporated nonprofit corporation under the laws of the State
of Indiana, exempt from federal income tax as an organization described in Section 501(c)(3) of
the Internal Revenue Code, being a public foundation within the definition of Section 509(a)(1) of
the Internal Revenue Code; and
WHEREAS, Lessor desires to market the Property to an owner which will repurpose the
building for a use or uses which shall be compatible with the City's master plan; and
WHEREAS, it is the primary purpose of the Lessee to assist government in planning and
implementing economic development projects in accordance with all statutory requirements; and
WHEREAS, Lessor desires to lease the Property to Lessee pursuant to Indiana Code
Section 36-1-11-1(b)(7) in order that Lessee may develop the Property for a use or uses which
shall be compatible with the City's master plan,
Contract No. 95-2020
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
1. Lessor hereby leases the Property to Lessee.
2. The term of this lease shall be from the date of its full execution through December
31, 2021 This lease shall renew each year until December 31, 2024, unless either
party elects to terminate the same, which notice shall be in writing at least thirty
(30) days prior to expiration of the term.
3. The Lessee agrees to pay rent in the total sum of Ten Dollars ($10.00) for the term
of the lease, to be paid in advance at the time of execution of this lease.
4. This lease shall terminate in the event any of the following should occur:
(A) Lessee shall be dissolved;
(B) Lessee shall not be exempt from federal tax under Section 501 of
Internal Revenue Code;
(C) Contract of Lessee with Board of Commissioners of Wayne County,
Indiana for county -wide economic development is not renewed or is
canceled or terminates;
(D) Statutes of the State of Indiana, provisions of the Internal Revenue
Code or regulations make it disadvantageous for lease to continue.
Upon above termination, Lessee shall immediately surrender possession of and
transfer any interest in the Property to Lessor in its condition at that time
with Lessee to receive no compensation of any amount or kind for any reason
including improvements to the Property, during the term of this lease, by
virtue of such termination.
5. During the term of this lease, or any extension or renewal thereof, Lessee shall have
the right to sublet the leased premises or any part thereof, with written consent of
Lessor, upon terms agreed upon by Lessor and Lessee. In the event that all or part
of the Property shall be sublet by Lessee, the rent payable hereunder by Lessee to
Lessor, shall increase in an amount which is equivalent to that payable to Lessee
under any and all subleases, to Lessor on similar dates and times not more than ten
(10) days after receipt of rent from any subtenant.
6. During the term of this lease, or any extension or renewal thereof, Lessee shall have
the right to purchase the Property, upon thirty (30) days prior written notice to
Lessor. The purchase price of the Property purchased under this paragraph
shall be that price agreed upon the Lessor and Lessee.
7. Lessee and any subtenant of the Lessee shall be allowed to make substantial
alterations to the Property, provided that written consent is first obtained
from Lessor coupled with evidence of financial responsibility.
8. Lessee, upon purchase of the Property, may sell it to a third party upon
terms agreed upon by Lessor and Lessee, which terms shall include the first right
of the Lessor and/or Lessee to repurchase the Property at the original price
sold to said third party purchaser, if the property is offered for sale by the said third
party purchaser to any other party without the prior written consent of the Lessor
and/or Lessee, or if said Property is not developed within three (3)years after
purchase.
During the term of this lease, or any extension or renewal thereof, all proceeds from
the sale of the Property and/or rent proceeds received under any sublease agreement
shall be separately identified and held and used by the Lessee for the following
purposes:
(A) First, to reimburse Lessor for any out-of-pocket costs related to the
Property incurred by Lessor during its ownership of the Property.
(B) Secondly, the balance of the proceeds shall be remitted to Wayne
County, Indiana for deposit in the Consolidated E.D.I.T. Fund.
10. Lessor and Lessee acknowledge that a significant basis for entering into this Lease
is to allow and require Lessee to implement and manage the development of the
Property. In conjunction therewith, the parties agree that notwithstanding
the term of the Lease, or any extension or renewal thereof described herein, in the
event Lessee fails to materially perform the duties associated with such
development, Lessor may, after six (6) months' prior written notice to Lessee
specifying each ground for default, declare Lessee in default for purposes of early
termination. If Lessee fails to cure such default within the six (6) month period
following receipt of notice, Lessor may declare this Lease terminated and upon
Lessee complying with the terms of Paragraph 4 above, then such termination
shall release and discharge all further obligations of either party pursuant to the
terms of this Lease.
11. This agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same
instrument.
12. This agreement supersedes all prior agreements, oral and written, among the parties
hereto with respect to the subject matter hereunder.
13. Should any provision of this agreement, or the application thereof, be held invalid
or unenforceable by a court of competent jurisdiction, the remainder of this
agreement or alternative applications thereof, other than the provision(s) which
shall have been invalid or unenforceable, shall not be affected thereby and shall
continue to be valid and enforceable to the fullest extent permitted by law or equity.
14. The parties hereto, and each of them, have duly approved the execution of this
agreement by the persons subscribing below.
15. Any reference herein to action (e.g. "approval" or "consent") by Lessor shall mean
approval or consent by the City of Richmond acting through its Board of Public
Works and Safety.
16. Lessor reserves the right, after reasonable notice, to enter upon the Property
for purposes of inspection, subject however, to the rights of the Tenant and/or
Sublessees.
17. Interruption or curtailment of any use of, or service maintained in the building in
which the leased Premises is located, if caused by mechanical difficulties, or any
other cause beyond the Lessor's control, whetlier similar or dissimilar to those
enumerated, shall not entitle Lessee or any Sublessee to any claim against the
Lessor or to any reduction in rent, nor shall the same constitute constructive or
partial eviction, unless the Lessor shall fail to take such measures as may be
reasonable in the circumstances to restore the service without undue delay
IN WITNESS WHEREOF, the respective parties have caused this agreement to be
executed on the dates shown below.
Date: /7-�'- 20� 0
Date:
ECONOMIC DEVELOPMENT CORPORATION
OF WAYNE COUNTY, INDIANA.
By:
Valerie Shaffer, President
CITY OF RICHMOND, INDIANA through its
BOARD OF PUBLIC WORKS AND SAFETY
'17 '4'
By: C&
Vicki Robinson, Chairperson
Approved by: I
David N ,� Snow, ayor