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96-83 Resolution No. 96-83 RESOLUTION AUTHORIZING EXECUTION OF AN OFFICE LEASE AGREEMENT WITH THE ELGIN SYMPHONY ORCHESTRA ASSOCIATION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Kevin Kelly, Mayor, and Dolonna Mecum, City Clerk, be and are hereby respectively authorized and directed to execute a written office lease agreement with the Elgin Symphony Orchestra Association for the premises commonly known as 31 South Grove Avenue, Elgin, Illinois, a copy of which is attached hereto and made a part hereof by reference. s/ Kevin Kelly Kevin Kelly, Mayor Presented: April 10, 1996 Adopted: April 10, 1996 Omnibus Vote: Yeas 6 Nays 0 Attest : s/ Dolonna Mecum Dolonna Mecum, City Clerk 0 A` _ OFFICE LEASE AGREEMENT THIS AGREEMENT is made and entered into this (j�� day of 1996, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City" ) , and the Elgin Symphony Orchestra Association, an Illinois not-for-profit corporation (hereinafter referred to as "ESO" ) . WHEREAS, ESO is a not-for-profit corporation, incorporated April 15, 1981, and has developed a reputation of excellence in symphonic presentations and is an outstanding example of the commitment to the fine arts of Elgin area residents as well as the quality of life enjoyed by area residents; and WHEREAS, the purposes for which ESO was established include the - promotion of musical knowledge and appreciation by the public by presenting performances of primarily symphonic music in Northern Kane County, Illinois and surrounding areas and educational programs in cooperation with educational institutions; and WHEREAS, City wishes to broaden public awareness of the positive attributes of life in the Elgin area and preserve and expand the cultural opportunities offered to Elgin residents and their children by ESO; and WHEREAS, City wishes to attract the general public to its downtown area, commonly known as Center City, as a means of fostering the economic and physical redevelopment of the such area; and WHEREAS, providing cultural opportunities for children and the general public and attracting the public to City' s Center City area constitute public purposes within the government and affairs of City; and WHEREAS, City is a municipal corporation organized and existing under the Illinois Municipal Code of 1961, 65 ILCS 5/1-1-1 et seq. , and predecessor statutes and having those home rule powers granted pursuant to Article VII, Section 6 of the 1970 Illinois Constitution; and WHEREAS, City owns- certain real property located at 31 South Grove Avenue, Elgin, Illinois (hereinafter referred to as "Offices" ) . NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows : 1 . City shall permit ESO to use and occupy, rent-free, an area of the first floor of Offices, consisting of approximately 1500 square feet, as described by a floor plan which is attached hereto and made a part hereof as Attachment "A" . I 2 . ESO shall maintain the use of the word "Elgin" in its corporate name during the term of this agreement. 3 . ESO shall maintain a retail ticketing office within the Center City area for the sale of tickets to performances presented by ESO. 4 . City shall pay all utilities and provide janitorial services for Offices except as otherwise specifically provided herein. ESO shall pay all phone service charges incurred by ESO, including, but not limited to all local, long distance and FAX charges . 5 . Upon ESO' s written request prior to July 1, 1996, City shall provide ESO with a direct-dial phone system for ESO' s use at Offices, consisting of not less than eight (8) lines, of which not less than four (4) shall be connected on a rotary call assignment system. 6 . ESO hereby warrants and represents that it is a tax exempt organization as defined by I .R.S. Code Section 501 (c) ( 3) . ESO shall notify City in writing within thirty (30) days of any charge in ESO' s tax status . In the event ESO' s tax status changes during the term of this agreement, or in the event of the dissolution of ESO, City may terminate this agreement, and shall have no further obligations thereunder, upon thirty (30) days written notice to ESO. 7 . ESO shall not discriminate on the basis of race, color, religion, sex or national origin in its use of Offices. B . This agreement shall otherwise terminate December 31, 2006 , unless otherwise terminated by written mutual agreement of the parties hereto. 9 . In the event ESO fails to occupy Offices and otherwise comply with the terms of this agreement on or before August 1, 1996, this agreement shall terminate instanter and be of no further force and effect. Provided, however, that upon such termination ESO shall pay City a sum equal to the amount of any funds expended by City pursuant to this agreement, including, but not limited to, any funds paid by City to ESO. 10. ESO shall not damage or commit any waste on Offices . ESO shall not alter the physical structure of, install any permanent fixtures or additions to, or remove any items or materials from Offices without the written consent of City. -2- 11 . In the event City sells its interest in Offices after December 31, 2001 but prior to December 31, 2006, City shall provide ESO with reasonably equivalent office space until December 31, 2006 . For purposes of this agreement, "reasonably equivalent office space" shall mean office space consisting of substantially similar floor area, story level and location within the area commonly known as "Center City" as described by Attachment "A" , which is attached hereto and made a part hereof . 12 . In the event City sells its interest in offices under the circumstances described by paragraph 11 herein, City shall reimburse. ESO for the cost of the rental of vehicles reasonably necessary to relocate ESO to the office space provided by City pursuant to paragraph 11 herein, upon receipt of reasonably sufficient written documentation of such vehicle rental costs . City shall not be required to pay for moving personnel or any other relocation costs of ESO. 13 . This agreement shall be subject to and governed by the laws of the State of Illinois . 14 . ESO shall hold harmless and indemnify City from and against any and all causes of action, claims for damages, suits and any and all other liability, including, but not limited to, reasonable attorneys fees, which may arise out of or in connection with ESO' s negligent performance of the terms of this agreement. 15 . The terms of this agreement shall be severable. In the event that any of the terms or provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this agreement shall remain in full force and effect. 16 . This agreement shall not be construed so as to create a joint venture, partnership or employment relationship between the parties hereto. CITY OF ELGIN, a municipal ELGIN SYMPHONY ORCHESTRA corporati ASSOCIA ION By: By: • `Y Kevin Kelly William Holden Mayor President Attest: Attess7 t: Dolonna Mecum Cheri Lee ewis City Clerk Secretary -3- in Agenda item No . March 6, 1996 T0: Mayor and Members of the City Council FROM: Richard B. Helwig, City Manager SUBJECT: Downtown Office Lease. Agreement with Elgin Symphony Orchestra PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider a lease agreement with the Elgin Symphony Orchestra (ESO) for 31 South Grove Avenue. . BACKGROUND Members of the Elgin Symphony Orchestra Board of Directors and staff have met with City staff in recent months to dis- cuss the possible relocation of the Symphony's administrative office to a downtown location. The ESO office is currently located at Elgin Community College, which provides space rent-free, as well as other services. The lease for use of this space expires on June 30, 1996 . Although interested in locating in the Center City, the Symphony' s limited ability to pay rent has impacted its location choices . Since the Police Department' s Community Services office, located at 31 South Grove Avenue, will be moving to the law enforcement facility upon its completion, the space being vacated seemed to address the Symphony's needs . In turn, the Center City would benefit from the traffic generated by Sym- phony patrons and employees, and further the area's role as an entertainment/cultural center. An important feature of this office would be a box office operating from this loca- tion. Symphony staff has made multiple visits to the loca- tion, and agreed that the space is well-suited to their needs . • • i Downtown Office Lease Agreement with ESO March 6, 1996 Page 2 A proposed , lease agreement (attached) has been developed with the ESO. Some of the principal provisions of this agreement are presented below: Space will be provided rent-free. - The lease term will be for ten years . Both parties would be able to terminate the lease, upon mutual consent. - The City will provide not less than 1500 square feet for use by the Symphony. - City will provide for build-out of the space, excluding office furnishings and equipment. - City will provide all utilities, excluding telephone and FAX services .- - City will purchase telephone system, should Symphony be unsuccessful in obtaining a donation of such system. The- purchase cost will be deducted from the Symphony's 1997 budget allocation from the City. The estimated cost range for this system is $10, 000 to $20, 000. Symphony will have an exclusive access from DuPage Court. Symphony agrees to maintain a retail ticketing office within Center• City. - Occupancy would occur by August 1, 1996 . . COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None FINANCIAL IMPACT The City will be responsible for the space build-out estimat- ed at $68,300 . (includes ground level build-out, approximately 1500 square feet, and provision of conference area in base- ment) , if the City acts as the general contractor. The City will further purchase a telephone system with an estimated cost range of $10,000 to $20,000, with the understanding that the actual cost will be deducted from the Symphony's 1997 budget allocation from the City budget. Funds are available for this project from unused 1995 Riverboat money previously dedicated to moving the former Children's Discovery Museum from the third floor to the first two floors of River Place, project no. 077001, Account No. 275-0000-791.92-36 . LEGAL IMPACT None. • • I Downtown Office Lease Agreement with ESO March 6', 1996 Page 3 RECOMMENDATION It is recommended that the City Council agree to enter into an office lease agreement with the Elgin Symphony Orchestra for office space at 31 South Grove Avenue. Respectfully .ssuubmitte , eborah K. 'er irector N Century Partnership for Elgin Richard B. Helwig City Manager DKN/dkm • • I February 20, 1996 To: Mayor and City Council Members From: Deborah K. Nier Subject: Discussions with Elgin Symphony Orchestra for Use of Space In recent weeks, City Manager Rick Helwig and I have been meeting with members of the Elgin Symphony Orchestra Board and ESO staff, including Executive Director Michael Pastreich, regarding their need for office space. Currently, the ESO office is located at Elgin Community College. The lease for use of that space expires on June 30, 1996, which has made it necessary for the Symphony to seek space elsewhere. Symphony representatives have expressed a desire to locate downtown, but are restricted by budget as to their ability to pay for space. Since the Police Department' s Community Services office will be vacating their office located at South Grove Avenue with the .completion of the law enforcement facility, staff felt than an opportunity presented itself for use of the space by ESO. Staff met with ESO Board Members William Holden and Harry Blizzard, Conductor Robert Hansen, and Executive Director Michael Pastreich, who were very interested in the suggestion. ESO staff have made multiple visits to the space, and find it quite suitable to their needs . The City Manager and I have been working with Michael Pastreich on the details of this arrangement, which will be set forth in a lease agreement. The following are anticipated as details of the occupancy: ** * Occupancy will be for ten years. The ESO will be -able, after the first five years, to terminate the lease, upon giving one-year's notice. * The Symphony will maintain a retail ticketing office in the Center City. * Office space will be provided rent-free. All utilities will be paid by the City, excluding telephone and FAX service. * Not less that 1,500 square feet will be provided to the Symphony for office space. • * City will pay for build-out of the space. Symphony will provide for their own office furnishings . ** At a March . 6, :`1996 meeting with Michael Pastreich, it was suggested that this provision be changed to provide for a ten year lease term with the ability to terminate upon mutual consent of both parties involved._ * Symphony will have access to conference areas and washrooms within the City office areas . (Parks and Recreation Dept. , New Century Partnership) . * Symphony will have exclusive access to building from DuPage Court. A separate address (20 DuPage Court) will be assigned to their office. Staff and Symphony representatives are excited .about this opportunity to include the Symphony as part of the Center City community. Their presence will continue to build on the image of a cultural and entertainment center. Dorah I . Nier • i