Loading...
HomeMy WebLinkAboutMartin Marietta Materials/UTL/$10 per month/Ground Lease1 LEASE (Ground Lease) THIS GROUND LEASE (the “Lease”) is made effective as of the day of February, 2025 (the “Effective Date”), by and between MARTIN MARIETTA MATERIALS, INC., a North Carolina corporation (“Martin Marietta”), and the City of Carmel, an Indiana municipal corporation, by and through its Board of Public Works and Safety (“Tenant”) W I T N E S S E T H: For and in consideration of the mutual covenants set forth herein, and in connection with the lease of a small area of property from Martin Marietta for which Tenant needs space to store equipment and machinery (“Purpose”), Martin Marietta and Tenant agree as follows: 1. Premises. Martin Marietta does hereby lease to Tenant on a non-exclusive basis for the period described in Section 2 below, that certain portion of a tract or parcel of land and improvements thereon, if any, as described on attached Exhibit A (collectively, the “Premises”). The Premises shall be leased subject to all easements, restrictions, and other matters of record affecting title to the Premises. Martin Marietta covenants with Tenant that, so long as Tenant performs the covenants and obligations on its part to be kept and performed under this Lease, Tenant shall peaceably and quietly enjoy the Premises on a non-exclusive basis during the Term (as defined below), without disturbance. 2. Term. Unless earlier terminated pursuant to Section 17 below, the term of this Lease (the “Initial Term”) shall begin on the Effective Date and shall terminate on the date that is 60 days after the Effective Date. The Initial Term will be extended automatically for 1 additional periods of 30 days each (the “Renewal Terms”) unless either party notifies the other party not less than thirty (30) days prior to the expiration of the Initial Term or a Renewal Term, as the case may be, that such party does not desire to extend the Agreement (the Initial Term and the Renewal Terms are collectively the “Term”). 3. Rent. Tenant shall pay to Martin Marietta, as rent hereunder, on or before the first day of the Term of this Lease the sum Ten Dollars ($10.00) ("Base Rent"). 4. Utilities. Tenant shall pay the cost of utilities to and on the Premises during the Term. 5. Use. Tenant shall be entitled to use the Premises on a non-exclusive basis for the sole Purpose and no others. Tenant may perform the activities associated with the Purpose on the Premises designated on Exhibit A only. Tenant shall not occupy any other locations on Martin Marietta’s adjacent premises. Martin Marietta further gives Tenant the right of ingress and egress to and from the Premises over established roadways on the Premises. Tenant shall not use the Premises in violation of any applicable laws, rules, ordinances, restrictions, or regulations of any governmental authority. Tenant acknowledges that the foregoing rights of use of the Premises are non-exclusive, and Martin Marietta may also use the Premises for such purposes as it deems appropriate, so long as such uses do not materially interfere with Tenant’s right to use the Premises for the Purpose. By Sergey Grechukhin at 10:01 am, Feb 17, 2025 Docusign Envelope ID: F02E8AF4-D763-4922-8530-EF2F3F80FCC5 2 6. Maintenance and Repair. Tenant accepts the Premises in an as-is condition and agrees that Martin Marietta has no obligation to make any repairs or improvements thereto. Tenant shall, at its sole cost, maintain the Premises used by Tenant in good condition and repair, reasonable wear and tear excepted. 7. Improvements to the Premises. Tenant may not construct, modify or alter any improvements on the Premises without first obtaining Martin Marietta’s prior written consent, which shall not be unreasonably withheld if the improvement to be constructed, modified or altered is consistent with the Purpose. If any such construction, modification or alteration is performed, all such construction, modification or alteration shall be completed in accordance with all applicable codes and regulations, and Tenant shall not permit Martin Marietta’s interest in the Premises to become subject to any mechanics’ or materialmen’s lien or charge. Title to the improvements will be owned and remain in the name of the Tenant during the term of this Lease, provided that, upon the expiration or earlier termination of this Lease, title to the improvements will automatically pass to, vest in and belong to Martin Marietta without further action on the part of either party and without cost or charge to Martin Marietta. 8. Destruction of or Damage to Premises. If the Premises are partially damaged or totally destroyed by storm, fire, lightning, earthquake, or other casualty, rental shall abate in such proportion as use of the Premises has been destroyed. 9. Governmental Orders. Tenant agrees, at its own expense, to promptly comply with all requirements of any legally constituted public authority made necessary by reason of Tenant use or occupancy of the Premises or operation of its business. 10. Condemnation. If the whole of the Premises, or such portion thereof as will make the Premises unusable for the purpose herein leased, shall be condemned by any legally constituted authority for any public use or purpose, or sold under threat of condemnation, then, in any of such events, the term of this Lease shall cease from the time when possession or ownership thereof is taken by public authorities and all compensation and damage caused by the condemnation shall be paid to Martin Marietta only and Tenant shall not have any rights in any award made to Martin Marietta. 11. Removal of Fixtures. Tenant may prior to or within thirty (30) days after the expiration of the Term remove all fixtures and equipment owned by Tenant or which Tenant has placed on the Premises, provided Tenant repairs all damages to the Premises caused by such removal. 12. Insurance. Tenant will carry, at Tenant’ own expense, insurance coverage on all of its equipment, inventory, fixtures, furniture, appliances, and other personal property on the Premises. Tenant shall procure, maintain, and keep in full force and effect at all times during the Term, general commercial public liability insurance indemnifying Martin Marietta and Tenant against all claims and demands for injury to, or death of, persons, or damage to property which may be claimed to have occurred upon the Premises in an amount not less than $3,000,000 per occurrence of coverage for injury (including death) to one or more persons attributable to a single Docusign Envelope ID: F02E8AF4-D763-4922-8530-EF2F3F80FCC5 3 occurrence and for property damage. All such policies shall name Martin Marietta as an additional insured. All insurance provided for in this Lease shall be procured under policies issued by insurers of recognized responsibility licensed to do business in the State of Indiana. Tenant shall give evidence of such insurance coverage to Martin Marietta within ten (10) days of execution of this Lease, and annually thereafter to indicate such insurance is still in full force and effect. 13. Environmental Protection. a. Tenant covenants that its assets and business will be located, operated, and maintained on the Premises so as to be and remain in compliance with all applicable federal, state, or local statutes, regulations, rules, ordinances, codes, licenses, approvals, permits, orders, decrees, judgments, or injunctions relating to pollution or the protection of the environment (the “Environmental Laws”). Without limiting the rights of Martin Marietta, Tenant agrees to correct or satisfy immediately any non-compliance with the Environmental Laws relating to Tenant’ assets or its business upon written notice of the same from any governmental authority or Martin Marietta. Tenant further agrees not to conduct any invasive environmental testing, including a Phase II investigation, without prior written consent from Martin Marietta. b. Martin Marietta covenants that to the best of its knowledge the Premises are in compliance with all applicable Environmental Laws as of the date of this Lease. Without limiting the rights of Tenant, Martin Marietta agrees to correct or satisfy immediately any non-compliance with any of the Environmental Laws resulting from Martin Marietta’s operations on the Premises upon written notice of the same from any governmental authority or Tenant. 14. Indemnity. Tenant will indemnify, defend and hold Martin Marietta harmless from any and all losses, damages, judgments, liens, assessments, fines, costs, and fees (including but not limited to reasonable attorneys’, engineering, and expert witness fees) (“Losses”) arising from any demands, claims, causes of action, lawsuits, or other legal proceedings, for damage to or loss of natural resources or property, or injury to or death of persons, or otherwise, related to, resulting from, or arising out of (a) Tenant’ construction, installation, operation, or maintenance of any improvement or business on the Premises (including but not limited to transportation of materials to or from the Premises), (b) any acts or omissions of Tenant or its agents, employees, contractors, or invitees, (c) any negligence or misconduct of Tenant or its agents, employees, contractors, or invitees, (d) any breach or other violation by Tenant of any provision of this Agreement, or (e) without limiting the generality of the foregoing, any condition in, on, of, or under the Premises created by Tenant, its agents, employees, contractors, or invitees during Tenant’ possession of the Premises (other than a condition created by Martin Marietta). Tenant’s indemnification obligations hereunder shall apply regardless of whether it is alleged or proven that Martin Marietta is also partially responsible for any such Losses. Tenant shall not be liable, however, for any Losses which are solely the fault of Martin Marietta. The indemnity contained in this paragraph will survive expiration or termination of the Agreement regardless of the reason for termination. 15. Assignment and Subletting. Tenant shall not assign this Lease or sublet all or any portion of the Premises without the prior written consent of Martin Marietta, which may be given or withheld at Martin Marietta’s sole discretion. Docusign Envelope ID: F02E8AF4-D763-4922-8530-EF2F3F80FCC5 4 16. Default. If Tenant (i) abandons or vacates the Premises, or (ii) fails to comply with any other requirement of this Lease within ten (10) days following written notice of such failure from Martin Marietta, then Martin Marietta shall have the option to take one or more of the following actions: a. Terminate this Lease by written notice to Tenant; b. Without terminating this Lease, enter upon and take possession of the Premises and remove all persons and property therefrom; c. Recover from Tenant the amount of any damages suffered or incurred by Martin Marietta as a result of Tenant’ default; or d. Pursue any and all remedies available to Martin Marietta at law or in equity. 17. Surrender of Premises. Whenever under the terms of this Lease Martin Marietta is entitled to possession of the Premises, Tenant shall at once surrender such possession to Martin Marietta and shall remove all of Tenant’ personal property from the Premises. Any personal property left by Tenant shall be deemed abandoned property and may, at the election of Martin Marietta, become the property of Martin Marietta. Upon surrender, the Premises shall be in good condition and repair, reasonable wear and tear excepted. 18. Miscellaneous. a. Notices. Each notice under this Lease shall be in writing and given either in person, or by telecopier or a nationally recognized next business day delivery service all costs prepaid, to the address of the party being given notice set forth below its signature or to such other address as a party may furnish to the other as provided in this sentence; and if notice is given pursuant to the foregoing of a permitted successor or assign, then notice shall thereafter be given pursuant to the foregoing to such permitted successor or assign. b. Remedies. The remedies of a party provided in this Lease are cumulative and do not exclude any other remedies to which any party may be lawfully entitled, under this Lease or applicable law, and the exercise of a remedy is not an election excluding any other remedy (any such claim by the other party being hereby waived). c. Integration; Amendment; Waiver. This Lease constitutes the entire agreement of the parties to it with respect to its subject matter, supersedes all prior agreements, if any, of the parties with respect to its subject matter, and may not be amended except in writing signed by the party against whom the change is being asserted. The failure of any party at any time or times to require the performance of any provisions of this Lease shall in no manner affect the right to enforce the same; and no waiver by any party of any provision (or of a breach of any provision) of this Lease, whether by conduct or otherwise, in any one or more instances, shall be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision (or of a breach of any other provision) of this Lease. Docusign Envelope ID: F02E8AF4-D763-4922-8530-EF2F3F80FCC5 5 d. Controlling Law. This Lease is governed by, and shall be construed and enforced in accordance with, the laws of the State of Indiana. Docusign Envelope ID: F02E8AF4-D763-4922-8530-EF2F3F80FCC5 6 IN WITNESS WHEREOF, Martin Marietta and Tenant have executed this Lease as of the day and year first above written. LESSOR: MARTIN MARIETTA MATERIALS, INC. a North Carolina corporation By: ____________________________________ Name:____________________________________ Title:_____________________________________ Address: 12220 North Meridian St Suite 100 Carmel, IN 46032 LESSEE: CITY OF CARMEL, by and through its Board of Public Works and Safety By: ____________________________________ Laura Campbell, Presiding Officer By: ____________________________________ James Barlow, Member By: ____________________________________ Alan Potasnik, Member ATTEST: _________________________________________ Jacob Quinn, Clerk Address: 1 Civic Square Carmel, IN 46032 Attn: Samantha Karn Docusign Envelope ID: F02E8AF4-D763-4922-8530-EF2F3F80FCC5 NOT PRESENT EXHIBIT A PREMISES Docusign Envelope ID: F02E8AF4-D763-4922-8530-EF2F3F80FCC5