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HomeMy WebLinkAboutTwin Sports Group, Inc.-Lease Agreement-02.16.2009 ozo ia) a 121,0 1-14 Waterloo Riverfront Stadium LEASE AGREEMENT This Lease Agreement (the "Lease") is entered into as of r l-rugr 'f /6 , 2009 by and between the City of Waterloo, Iowa("Lessor") and The Twin Sports Group, Inc. ("Lessee"). NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. RENTAL OF PREMISES; TERM a. Premises Upon the condition that Lessee pays rent and otherwise abides by all of the provisions of this Lease, Lessor leases to Lessee the following-described real estate, situated in Waterloo, Black Hawk County, Iowa, to-wit: Part of the NW'/4, Section 23, Township 89, Range 13, bounded on the West by the Easterly right-of-way of Avon Avenue extended south to Park Road, on the North by the Southerly right-of-way line of CC&P Railroad, on the East by the Westerly line of Fairview Cemetery, and on the South by the Northerly right-of- way line of Park Road, Unplatted Waterloo East, Black Hawk County, Iowa; locally known as 850 Park Road, Waterloo, Iowa, 50703 and commonly known as Waterloo Riverfront Stadium; with the improvements thereon and all rights, easements, and appurtenances thereto belonging. b. Term; Option to Renew The term of this Lease is five (5) years, commencing on September 1, 2008 and ending at midnight on August 31, 2013. Lessee shall have the option to renew this Lease for an additional term of five (5) years on the same terms set forth herein, subject to the consent of Lessor given within sixty (60) days following delivery of written notice from Lessee of Lessee's intent to renew, which notice shall be given not later than March 1, 2013. 2. RENT PAYMENTS Lessee agrees to pay to Lessor as rent for said term the sum of One Thousand Two Hundred Fifty and 00/100 dollar ($1,250.00) per month, commencing July 1, 2009 and payable thereafter on or before the first (1st) day of each succeeding month during the term of this Lease. Lessor is under no obligation to use rental revenues for maintenance or improvements of any kind to the leased premises. All sums shall be paid at the address of Lessor as designated herein, or at such other place as Lessor may, from time to time, previously designate in writing. Delinquent payments shall draw interest at 18% per annum, compounded monthly, from the due date, until paid. 3. USE OF PREMISES Lessee agrees during the term of this Lease to use and occupy the leased premises for baseball purposes only, unless prior written agreement is reached by both parties. a. Revenues; Use Fees Lessee shall have the exclusive right to all advertising, concessions, souvenirs, and revenue for all events at Waterloo Riverfront Stadium. For any events scheduled to occur at Waterloo Riverfront Stadium, whether scheduled by Lessee or Lessor, Lessee shall charge a set fee according to a fee structure determined by the Joint Baseball Committee, comprised of those persons listed on Exhibit "A" attached hereto. The fee structure for each year's activities shall be agreed on between the parties to this Lease before the start of the baseball season. b. Use by Others Lessee agrees and understands that non-Waterloo Bucks baseball teams, including but not limited to the University of Northern Iowa and area high schools, will be encouraged to use Waterloo Riverfront Stadium when not in conflict with Waterloo Bucks baseball uses. Lessor shall have the right to schedule events at Waterloo Riverfront Stadium when an event does not conflict with Waterloo Bucks Northwoods League schedule. For events scheduled by Lessor, Lessee will not be responsible for any setup, cleanup or associated expenses that are necessary for such events, unless mutually agreed in advance by Lessor and Lessee. c. Conflicts in Scheduling In the event of a conflict in scheduling of events, the Director of Leisure Services shall determine the optimum use of the stadium facility with priority consideration given to Lessee. d. No Unlawful Use Lessee shall make no unlawful use of the leased premises and agrees to comply with all valid regulations, including but not limited to those of the Board of Health, City ordinances, laws of the State of Iowa, and the federal government, but this provision shall not be construed as creating any duty by Lessee to members of the general public. 2 4. CARE AND MAINTENANCE OF PREMISES Lessee shall be responsible for all maintenance and cleanliness of the leased premises, including but not limited to the playing field, grandstands, locker rooms, restrooms, concession stands, and public areas within and immediately outside the stadium. Lessee shall be further responsible for litter control in and around the stadium and parking areas as a result of stadium events. All solid waste pickup and disposal for the stadium shall be the sole responsibility of Lessee. a. Lessee's Duty of Care and Maintenance Lessee shall be further responsible for the maintenance and repair of the water, sewer, and electrical systems (including the playing field lights) during the term of this Lease. At the termination of said Lease, it shall be Lessee's sole responsibility to return said services to Lessor in good working order and substantially the same condition in which they were at the beginning of this Lease. b. Written Approval for Improvements or Alterations Lessee shall obtain prior written approval of Lessor for any improvements or alterations to the Waterloo Riverfront Stadium. Unless there is prior written agreement to the contrary, any improvements or alterations to the stadium shall be the sole property of Lessor. c. Natural Disasters/Acts of Terrorism Lessee shall not be responsible for damage to the stadium caused by natural disasters or acts of terrorism. d. Snow Removal Lessor will make a good-faith effort to clear an avenue of travel to the stadium and its offices during time of snow removal. e. Access to Premises During the term of this Lease, Lessee shall provide Lessor with keys necessary to access all parts of the stadium and grounds. 5. UTILITIES AND SERVICES Lessee shall pay, before delinquency, all charges for use of telephone, water, gas, heat, electricity, power, air conditioning, garbage disposal, trash disposal, and not limited by the foregoing, all other utilities and services of whatever kind and nature which may be used in or upon the leased premises. 3 6. SURRENDER OF PREMISES AT END OF TERM—REMOVAL OF FIXTURES a. Surrender in Reasonable Condition Lessee agrees that upon termination of this Lease, it shall surrender, yield up and deliver the leased premises in good and clean condition, with the exception of ordinary wear and tear and depreciation arising from lapse of time, or damage without fault or liability of Lessee. b. Improvement Unless otherwise agreed, any improvements, including but not limited to fixtures attached to the Waterloo Riverfront Stadium shall become the sole property of Lessor at the expiration of this Lease. c. Continuation Continued possession beyond the expiration date of the term of this Lease by Lessee, and absent a written agreement by both parties for an extension of this Lease or for a new lease, shall constitute a month-to-month extension of this Lease, including the extended use of the office space. 7. ASSIGNMENT AND SUBLETTING Lessee may not assign this Lease or sublet the premises or any part thereof without Lessor's prior written permission. Any unauthorized assignment or subletting shall, at the option of Lessor, void this Lease and immediately accelerate any and all compensation due, and Lessee shall immediately surrender the premises and be bound by all other provisions of this Lease which may apply at that time. 8. INSURANCE AND INDEMNITY Lessee understands and agrees to obtain insurance coverage for the entire period of this Lease as follows: a. Insurance Coverage Lessee agrees that it will, at its own expense, procure and maintain casualty and liability insurance in the amount of not less than $2,000,000 per occurrence and $7,500,000 annual aggregate, with limits of$750,000 for property damage. Such insurance shall cover liability arising from premises operations, independent contractors, personal injury, products, and completed operations and liability assumed under an insured contract, including but not limited to the activities of Lessee, its employees and agents. Proof of insurance shall be delivered to Lessor upon execution of this Lease. A renewal certificate shall be provided to Lessor prior to expiration of any policy. Lessee acknowledges that Lessor is providing no insurance for the benefit of Lessee. Also see Section 9(b). 4 b. Additional Insured Status Lessor (City of Waterloo, Iowa, and Waterloo Leisure Services Commission) shall be named as an additional insured with certificates or copies of said policies provided to Lessor, and stipulating that there must be at least thirty (30) days written notice given to Lessor before any cancellation of said insurance policy or policies. c. Indemnity Except as to any negligence of Lessor, Lessee shall protect, indemnify, and hold harmless Lessor from and against any and all claims, demands, causes of action, costs, damages or liability of any type or nature whatsoever, including but not limited to attorneys' fees and expenses, which may arise out this Lease, the tenancy provided for herein, or the use or occupancy of the leased premises by Lessee or any person claiming through or under Lessee who suffer injury, loss, or damage directly or indirectly by the acts or omissions of Lessee or such persons. 9. ALCOHOLIC BEVERAGES a. Designated Areas Lessor hereby permits Lessee to sell alcoholic beverages and wine in designated areas. All said sales shall be by Lessee or its agents or employees. Lessee shall retain any revenue generated from said sales. Lessee shall abide by all local, state, and/or federal laws which may apply to the licensing and sale of alcoholic beverages or wine. b. Dram Shop Insurance Lessee shall provide proof of financial responsibility by the existence of a dram shop liability insurance policy as required by law (which coverage may be included in liability coverage required by Section 8(a) above) in the minimum amount of $2,000,000 per occurrence. Certificates or copies of said policies, naming Lessor as an additional insured, and providing for thirty (30) days' advance notice to the Lessor before cancellation, shall be delivered to Lessor upon execution of this Lease. A renewal certificate shall be provided to Lessor prior to expiration of any policy. The indemnity provisions of Section 8(c) shall also apply with respect to any and all loss, cost, damage, and expense occasioned by, of arising out of, any claim relating to alcoholic beverages dispensed on the leased premises. Lessee shall provide to Lessor proof of all licenses required by law prior to the conducting of any sales of alcoholic beverages or wine. Lessee agrees to assume all liability for any and all claims and/or causes of action at law or equity or otherwise which may arise from the dispensing of alcoholic beverages at the stadium. 5 10. COPYRIGHT Except for music that is played or performed at an event scheduled by Lessor, Lessee shall be solely responsible for any copyright, licensing or other fees required by law for the playing or performance of any music in Waterloo Riverfront Stadium, whether live or recorded, and shall have the right to contract who plays the music. 11. REVIEW OF OPERATIONS During the season the Joint Baseball Committee will meet to review operations. The purpose of this review is not to change the terms of the Lease, but rather to address legitimate concerns and to resolve those concerns to the extent practical. 12. TERMINATION OF LEASE AND DEFAULTS OF LESSEE If Lessee violates or fails to perform any provision in this Lease, it shall be cause, at Lessor's option, to immediately terminate this Lease with acceleration of all amounts due under said Lease and immediate surrender of the premises by Lessee. 13. SIGNS Lessee shall have the right and privilege of attaching, affixing, painting or exhibiting signs on the leased premises, provided only that any and all signs comply with the ordinances of the City of Waterloo, and the laws of the State of Iowa; such signs shall not change the structure of the building; such signs if and when taken down shall not damage the building; and such signs shall be subject to the written approval of Lessor, which approval shall not be unreasonably withheld. 14. RIGHTS CUMULATIVE The various rights, powers, options, elections, and remedies of either party provided in this Lease shall be construed as cumulative and no one of them as exclusive of the others, or exclusive of any rights, remedies or priorities allowed either party by law, and shall in no way affect or impair the right of either party to pursue any other equitable or legal remedy to which either party may be entitled as long as any default remains in any way unremedied, unsatisfied, or undischarged. 15. NOTICES AND DEMANDS Notices as provided for in this Lease shall be given to the respective parties hereto at the addresses set forth below: Lessor City of Waterloo Attn: Director of Leisure Services 1101 Campbell Avenue Waterloo, IA 50701 6 Lessee The Twin Sports Group, Inc. Attn: President P. O. Box 4124 Waterloo, IA 50704 Unless either party notifies the other, in writing, of a different address, without prejudice to any other method of communication, such message shall be considered given under the terms of this Lease when sent, addressed as designated above, by U.S. registered or certified mail, return receipt requested, postage prepaid. Such notice shall be deemed delivered three (3) days after the date it is deposited in a United States mail receptacle. 16. BINDING EFFECT This Lease is binding upon and shall inure to the benefit of the parties and the respective successors, heirs, administrators, executors, and assigns of each. 17. CHANGES TO BE IN WRITING None of the covenants, provisions, terms or conditions of this Lease to be kept or performed by Lessor or Lessee shall be in any manner modified, waived, or abandoned, except by a written instrument duly signed by the parties' authorized representatives and delivered to the Lessor and Lessee. This Lease contains the entire agreement of the parties concerning the subject matter hereof. 18. GENERAL PROVISIONS Time is of the essence in the observance and performance of the terms and provisions of this Lease. This Lease shall be governed by the laws of the State of Iowa, and Lessee hereby consents to the exclusive jurisdiction and venue of the Iowa District Court for Black Hawk County for the resolution of any dispute arising from or related to this Lease. This Lease may be executed in one or more counterparts, each of which will be deemed an original and all of which together shall constitute one instrument. IN WITNESS WHEREOF, the parties have executed this Lease Agreement by their duly authorized representatives as of the date first set forth above. CITY OF TE 00, IOWA THE TWIN SPORTS G OUP, INC. By: ' /U B : Y Timothy J. Hurley, Mayor P. Marso, President Attest: Nancy Ec ity Clerk 7 STATE OF IOWA ) ) ss. BLACK HAWK COUNTY ) ,, On WL,i l(k 1 i , 2009, be re e e n�ersigned, a Notary Public in and for the State of Iowa, per n t.,t ally appeared n .1f end Nancy k-rt o e personally known, and who, being by me duly sworn, did say that they are th. "►r a 4(. ty Clerk, respectively, of the City of Waterloo, Iowa; that the seal affixed to the foregoing instrument is the corporate seal of the corporation, and that the instrument was signed and sealed on behalf of the corporation by authority of its City Council as contained in the Resolution adopted by the City Council, under Council Action No. /4 8"5C. , of the City Council on ^1(. , 2009, and that Timothy J. Hurley and Nancy Eckert acknowledged the execution of the instrument to be their voluntary act and deed and the voluntary act and deed of the corporation, by it voluntarily executed. Notary ublic, State of Iowa STATE OF Ali h e$o-Tcrt ) l3 DON L REICHEL ' Notary Public ) SS. �, Minnesota COUNTY) —M ommisione�iresJanuar(31,2013 Acknowledged before me on M it Q__ /1 , 2009 by John P. Marso as President of The Twin Sports Group, Inc. --7 r Notary Public ,�. 8 EXHIBIT "A" JOINT BASEBALL COMMITTEE • Two representatives appointed by The Twin Sports Group, Inc. • One representative of University of Northern Iowa • Director of Leisure Services • One representative of Leisure Services Commission 9 A