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Lease Agreement/IN Performing Arts Academy/11 1st Ane NECon??"'ac?? . 8033 LEASE AGREEMENT WHEREAS, the City of:.Carmel, Indiana,,hereinafter referred'to as Carmel., is the owner of a.certain building located at 11 First Avenue HE, Carmel, Indiana, and hereinafter referred to as the leased premises; and WHEREAS,\.the Indiana Performing Arts Academy, Inc.,;., an Indiana not-for-profit corporation, hereinafter referred to as the Academy, is desirous of leasing the. building located at 11 First Avenue, NE, Carmel, Indiana; NOW, THEREFORE, in mutual consideration of the covenants and conditions contained herein the parties agree as follows: 1. TERM OF LEASE AND CONSIDERATION Carmel agrees to rent, beginning February 15, 1993, for a period of one (1) year, its property at 11 First Avenue, NE, Carmel, Indiana, for the sum of //•? payable monthly on or before the first day of the month in advance. This lease shall be renewable annually. 2. TERMINATION OF LEASE Either party may.terminate this lease within sixty (60) days written notice to the other. 3. ALTERATIONS AND MAINTENANCE OF THE LEASED PREMISES .The Academy shall not cause or permit any alterations, additions or changes of or upon any part of the leased premises without first obtaining the written consent of the Carmel Board of Public;Works and Safety.. All alterations, additions, or changes in the leased premises shall be made in accordance with applicable laws, zoning ordinances, and statutes, and the improvements shall become the property of the City of Carmel, Indiana. 4. USE, COMPLIANCE WITH LAWS. SIGNS. ASSIGNMENT AND SUBLETTING (a) The leased premises shall be used by the Academy only for the purpose of offices and instruction, and for no other use or purpose. The Academy shall keep the leased premises in a clean and orderly condition and shall conduct its business there in a careful 1 and safe manner. The Academy shall not use the leased premises or maintain them in any manner. constituting a violation of any ordinance, statute, regulation or order of any governmental authority, including without, limitation, zoning ordinances, nor shall the Academy maintain, permit or suffer any nuisance to occur or exist on the' leased premises.. The Academy shall not affix to or upon the exterior'of the leased premises any sign, insignia, or decoration, without prior written consent of the Carmel Board of Public Works and Safety and complying with the requirements of the applicable zoning bodies. (b) The. Academy shall not assign,'mortgage, encumber, lien, or transfer this lease in whole or in part, or sublet the leased premises or any part thereof, or grant a.license or concession in connection therewith without the prior written consent of Carmel. This prohibition shall include any acts which have the effect of an,assignment or transfer by operation of law. 5. INSURANCE: INDEMNIFICATION AND RELEASE (a) Regardless of whether or not separate, several, joint, concurrent, or comparative liability may be imposed upon Carmel, the Academy shall indemnify and hold Carmel, harmless from and against all damages, claims and liability arising from or connected with the Academy's control or use of the leased premises, including without' limitation any damage or. injury to persons or property. If the city, without fault, shall* become a party to litigation commenced by or against the Academy, then the Academy shall indemnify and hold the City harmless. Indemnification provided in this section shall include Carmel's legal costs and fees in connection with any such claim, action or proceeding. The Academy does hereby release Carmel from all liability for any accident, damage, or injury caused • to any person or property on or about these premises whether due.to negligence on the part of Carmel and not withstanding whether such. acts or omissions be active or passive. -2- (b) The Academy ..shall maintain liability insurance. and shall provide proof of same upon,request.by the City. Additionally, the Academy. shall -be.. responsible for insuring the contents of the leased premises in such amounts as the Academy.deems appropriate. (c) The City shall maintain property damage insurance on the leased premises and such other insurance as'it deems necessary. 6. DESTRUCTION OF LEASED PREMISES. In the, event that the leased premises are destroyed, this lease shall terminate forthwith, unless. otherwise agreed in writing by the parties.. 7. DEFAULT Upon the occurance of any event of default, the City may, at its option, in addition to any other remedy or right it may have, enter the leased premises, without demand or notice, and resume possession..by.action of law at'equity, and without being liable for trespass or for any damages and without terminating this lease. The City, may remove all persons and property from the leased premises and such property may be removed and stored at the costs of the Academy. The Academy's liability for damages shall survive termination. (a) Events of Default The event of default shall occur upon any of the following: 1. The filing of a voluntary petition in bankruptcy, by the Academy; 2. The filing, of a petition or answer, by the Academy, seeking a reorganization,. arrangement, composition, readjustment, liquidation,. dissolution. or other relief of the same or differe4 kind under-any provision of the bankruptcy act or Indiana Not-For-Profit Corporation Act; 3. The appointment of a trustee, receiver, guardian, conservator, or.liquidator of the Academy with respect to all or substantially all of its property; 4. The failure to pay the monthly rental amount; 5. The failure of the Academy' to conform with any-act, statute; ordinance, rule, or regulation of any governmental body, after having received thirty days (30) written notice of said violation. -3- 8. ACCESS TO LEASED PREMISES BY LANDLORD (a) Carmel, its agents, assigns, or other individuals-acting,by or on its behalf shall be permitted. to inspect and examine the leased_premises.at all reasonable times and Carmel shall have the right to make any repairs to the leased premises which it may deem necessary, but this provision shall not be, construed, to require the landlord to make.repairs`;except as.otherwise required hereby. (b) Should the Academy per-form all-of the covenants and-agreements herein provided to be performed on its part,-it shall., at all times during the term, have peaceful.pgssession of the leased premises without-any manner of hindrance, from. Carmel or any parties lawfully f claiming through Carmel. 9. MISCELLANEOUS PROVISIONS (a) The caption and articles numbers appearing In this lease are inserted as a"matter of convenience and are not intended"to, define, limit, construe or describe the scope of intent of such provisions.. (b) in the event any Court _of competent jurisdiction shall determine that any provision of this lease. is void or unenforceable, such deci's,ion shall not affect the enforceability of the 'remaining provisions of this lease (c) Any notices to be given hereunder shall be deemed sufficiently given in writing and; 1. actually served on the party to be notified.or; 2. placed in an envelope directed to the party, to be notified at the following addresses-and deposited in the United States Mail by- certified `or registered mail, postage prepaid; If to Carmel: One Civic Square, Attn: Mayor',s Office, Carmel, Indiana 46032; If to the Academy: i1 First Avenue, NE, Carmel, indiana 4'6032• (d).`The Academy agrees that. access to- the °restroom facilities. shall be made available at all times_ to any parties using (with Carmel's permission) the building "at"15 First Avenue NW. This includes but'is.not' Limited "to`the Carmel Symphony Orchestra and the Richland Voting Precinct: -4- (e) In the; event a dispute shall arise between the parties, it is agreed that the Hamilton county Circuit of, Superior Courts will be the proper Court-for venue and jurisdiction. Further, each,_party hereto waivee their righE to trial:by jury. IN WITNESS WNEREOP, Carmel and,the,Academy have executed this lease on the 17th day of February 1g. 93 , and if this lease is executed in counterparts,' each shall be deemed an original:.. l!l1 r74 \, !'242'VL G!!4 Chai an o the Carmel Hoard of. Public ks 'QLL]a.-'izati Title a %r 93 Witness my"hand and Notarial Seal this 17th day of February' _yg 93. My commission expires 10-20-95 fo a y Publ'ic' .Tan:tice; L. HOpe Printed --5- Memo To: Members of Boa of Public,Wbrks and, Safety From: Debra Grish CC: Deana L. Cordray,.Clerk-Treasurer Mary Cage, Indiana Performing. Arts Academy Judy Hagen, President, Carmel/Clay Board ,of Parks &'Recreation Date: December 13; 1996 Re: Lease of 1J First-Avenue, N.E.;.notice to terminate Attached is a„copy of Sandra Hartlieb's November 14., 1996 letter written on behalf of the Indiana Performing Arts Academy (the "Academy") to notify the Board. of Public Works and Safety (the "Board") ' of the Academy's desire to.be released early from its lease obligations under the attached cease agreement dated February. 17, 1993. According to Ms: Hartlieb's.lettor; declining enrollment and escalating costs have-forced this request. Subsequently, Mary Cage has asked that the Board consider' waiving two (2) months ?ent'totalind ,$362.09 based upon the improvements that the.Academy has made to the leased premises. The lease contemplates that.all improve. merits must be accomplished with the permission of the Board and become the property of the City. While the Board is not=required`to`waive the rent nor, to consider the waiver to be payment for'the improvements, the Board has the, power to do so. I have suggested to Ms. Cage that she attend the Board's December 18, 1996 meeting to present her request and to answer any questions°that -.you may, have.. I will arrange for the City to have inspected the, premises -so that you have a full' report on the conditlorrtherecf. Both the Carmel/Clay Board of Parks & Recreation (the "Parks Board") and the Carmel Symphony Orchestra; Inc. (the--'-`Orchestra") have exprossed interest in the leasing of the'leased "premises- As you may. know, the Parks Board is in the process of hiring a director and woy,d like for such person to be1nvolved in the resolution of a Page 1. the Park Department's expansion needs, if any. Any space needs decision will likely occur in February or March. The Parks: Board has graciously agreed to exchange its space on City Hall's third floor with the Department of Law, for a proportionate reduction in its rent It`is my hope ihat this exchange! occurs priorto January 1997. Attached is ,a Iette-r from-the?Symphony, I understand that it is interested in terminating its, lease of 15 First Avenue, N.E.. so that it could lease the leased premises. Like the Academy lease, the Symphony's lease; dated May 19, 1993 require& sixty (60) days termination notice and does not contain any provision by which the Board is required to grant the request to terminate its current lease and enter into an new lease with the,Symphony for the leased premises.-By copy of this memo to the Sympbony, I am suggesting that a representative either appear at the Board's December 18`h meeting or set forth in writing its proposal to.be,presented at such time. To summarize, several gdestions_are before you: 1-. Will you agree,to allow the Academy tc t&minate its lease on less that sixty (6O) days notice? 2. Will. you agree to waive all or 'part of `the outstanding,rent? 3. Will you agree not to lease the leased premises<for a few months;to afford the Parks Board and its new Director, reasonable time to determine the Deparfnient's space needs? 4. Will you consider termination of the-Symphony's lease, of` 1:5,First Avenue so that it may lease'the leased.premises? Please do not hesitate to call me with any questions. Academylease 0 Page '2 .. ® INDIANA PERFORMING ARTS ACADEMY A Non-profit Community School for the Performing Arts .O 11/14/96 Clerk-Treasurer City of Carmel One Civic Square Carmel, IN 46032 Dear Treasurer: The Indiana Performing Arts Academy, located at 11 First Ave., N.E., wishes to terminate their lease with the City of Carmel on the above property. According to the agreement, sixty days notice is required, however We intend to vacate the building by 12/31/96. Unfortunately, due to declining enrollment and escalating financial costs, IPAA is forced to close its doors. We are aiding our students and teachers through a transition period so that their future needs are met to the best of our ability. We greatly regret the decision to close, however, there seems to be no alternative at this time. We thank the City of Carmel for their accommodations over the past four years. If you have any questions or comments, please contact Mary Cage, President of the Board of Directors at 846-0334. Sincerely, xvd'7_4?1 Sandra Hartlieb, Director cc: Mary Cage Mailing Address: P.O. Box 80281, Indianapolis, IN 46280/Phone: (317)573-9476 Member of the National Guild of Community of Schools of the Arts Board of Directors William Devanney President Jay Brill Vice President Mary Eekard Secretary Cheryl Troyer Treasurer Richard Arbuckle Jeanne Book Jlm Burrell Timothy Corken Patricia Costlow Bob Craig Larry Denbrock Sharon Emmerson Deborah Farmer Doreen Squire Flcara Craig Gigax Ken Howard Virginia Kerr Noah Kersey William Knowles Mary Lee Koppelman Richard Kralik Michael Kyle Gene Newcombe Byron Plexico Rose Schnell Jim Shonkwller Carl Walter Sue West John Wold Warren Saunders, Emeritus David Pickett Music Director Cathleen Partlow General Manager Cheryl Cooper Education Director Cathy Hartowlez Administrative Assistant Nancy Smith Personnel Manager November 21, 1996 Ms. Christy Cmit City of Carmel Treasurers Office 1 Civic Square Carmel, IN 46032 Dear Ms. Cmil: 'L C.ERN D NOV 2 2 1996 The administration and Board of Directorsof the Carmel Symphony Orchestra respectfully request to lease the City of Carmel facility at 13 First Avenue, NE. Tbis building was formerly leased from the city by the Indiana Performing Arts Academy. Since they have announced that they are discontinuing their operations as of the close of their semester in December 1996, we.requestuse.of the building begimitng January 1, 1997. The symphony currently Icases the bu ilding at 15 First Avcnuc, NE with restroom privileges at the 13 First Avenue, NE building. We feel that the move next door would be advantageous to the orchestra because of the versatility of the building. We would have the necessary storage space inaddition to meeting room space wWchwe need ona regularbasis. The building at 13 First Avenue, NE also has more visibility on the street and would give us the opportunity to have a little greater profile. Needless to say, having restrooms available to us without going outside is also attractive. We understand that the Indiana Performing Ails Academy,had a generous lease agreement because of their not-for-profit status. The orchestra is in the same position as the Arts Academy and requests similar consideradon. Please let me know of any documentation I can provide to you to support this request. Sincerely; 1 Cathleen E. Partlow General Manager CEP:ch cc: Mayor James Brainard William B. Devanney, CSO Board President P.O. Box 761 Carmel, Indiana 46072 (717) 644.9717