Res 140-2006 10/17/2006 RESOLUTION NO. �, �Q -�QD(p
RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A
LEASE WITH THE SENIOR CITIZENS SERVICES OF NORTH TEXAS,
INC., OF THE RED DOOR CENTER COMPLEX FOR A PERIOD OF 50
YEARS; FINDING AND DETERMINING THAT THE MEETING AT WHICH
THIS RESOLUTION WAS PASSED WAS OPEN TO THE PUBLIC AS
REQUIRED BY LAW.
WHEREAS, the City of Wichita Falls has received a proposal from the Senior
Citizens Services of North Texas, Inc. (SCSNT) to lease the Red Door Center Complex
building located at 1108 Burnett; and,
WHEREAS, the SCSNT would utilize such facility for lawful and charitable uses
in service to the public of the City of Wichita Falls and the surrounding area; and,
WHEREAS, the SCSNT intends to ultimately undertake extensive renovation of
the building; and,
WHEREAS, the City Council of the City of Wichita Falls, Texas, finds that the
intended use of the Red Door Center Complex is in the best interests of the public.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
SECTION 1. All the above preambles and recitals above are found to be true
and correct.
SECTION 2. The City Manager be and is hereby authorized to execute a 50-
year lease of the Red Door Center Complex building to the Senior Citizens Services of
North Texas, Inc., in accordance with the terms and conditions of said lease agreement
attached hereto and made a part hereof for all purposes.
SECTION 3. It is hereby officially found and determined that the meeting at which
this resolution was passed was open to the public as required by law
PASSED AND APPROVED this the 17th day of October, 2006.
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MAYOR
ATTEST: .
City Clerk
LEASE
TERMS AND DEFINITIONS
Date: , 2006
Landlord: City of Wichita Falls
1300 7` Street
Wichita Falls, TX 76301
Wichita County
Tenant: Senior Citizens Services of North Texas, Inc.
1108 Burnett
Wichita Falls, TX 76301
Wichita County
Premises: The building known as:
Senior Citizens, Red Door
1108 Burnett
Wichita Falls, TX 76301
and legally described as: Lot 4-A, block 189 in the Original Town of Wichita
Falls, Wichita County, Texas, herein referred to as the "Center".
Rent: $1.00 a year
Term: Fifty (50) years
Commencement Date: January l, 2007 or upon commencement of construction on
Tenant's Renovation Plan, whichever occurs first
Termination Date: December 31, 2057
Use: As a Senior Citizens Center for the Senior Services Citizens of North Texas, Inc.
(SCSNT) and all other lawful charitable uses and activities the SCSNT might engage in
as a service to the public of the City of Wichita Falls and its environs
Amount of Liability Insurance:
Death/Bodil ��Injury: $1,000,000.00
Pro�erty: $250,000.00
"Landlord" means Landlord and its agents, employees, invitees, licensees, or visitors.
"TenanP' means Tenant and its agents, employees, invitees, licensees, or visitors.
"Tenant's Improvements" means all the improvements and renovations to the Premises
undertaken by the Tenant in the Tenant Renovation Plan and subsequent renovations, additions
or remodeling projects undertaken during the Lease term.
"Tenant Renovation Plan" means a plan of renovation of the Center for continued use as a
community senior citizens center for which Tenant will bear all costs.
LEASE CLAUSES AND COVENANTS
A. Tenant agrees to-
1. Lease the premises for the entire term beginning on the commencement date and
ending on the termination date.
2. Accept the Premises in their present conditions "as is," the Premises being currently
suitable for Tenant's intended use in contemplation of proceeding with the Tenant
Renovation Plan upon commencement of the Lease Term and WAIVES the implied
warranty of suitability.
3. Obey all laws, ordinances, orders, and rules and regulations applicable to the use,
condition, and occupancy of the Premises.
4. Submit to Landlord the Tenant Renovation Plan for Landlord's written approval
prior to commencement of any work on the premises.
5. Submit to Landlord any additional plans for renovation, additions, or remodeling
projects for Landlord's written approval prior to commencement of any work on
those projects on the Premises.
6. Pay the annual rent of $1.00 to Landlord and perform the Tenant Renovation Plan,
approved by the Landlord.
7. Allow Landlord to enter the Premises to perform Landlord's obligations and to
inspect the premises.
8. Repair, replace, and maintain the Premises, including but not limited to the (a) roof,
(b) foundation, (c ) parking lot, (d) structural soundness of the building, (e) heating
and cooling units, (� plumbing and electrical systems.
9. Maintain public liability insurance for the Premises and the conduct of Tenant's
business, naming Landlord as an additional insured, initially in the amounts stated in
the basic lease terms and definitions. Such amounts may be reviewed every five
years to assure compliance with current reasonable standards.
10. Maintain insurance on Tenant's personal property.
11. Insure the Premises against all risks of direct physical loss in an amount equal to at
least ninety percent (90%) of the full replacement cost of the same as of the date of
loss and liability, naming Landlord as loss payee.
12. Deliver certificates of insurance to Landlord before the commencement date and
thereafter when requested.
13. Indemnify, defend, and hold Landlord harmless from any loss, attorney's fees,
expenses, or claims rising out of Tenant's use of the Premises.
B. Tenant agrees not to -
1. Use the premises for any purpose other than that stated in the basic lease terms and
definitions.
2. Allow a lien to be placed on the Premises.
3. Assign this lease without Landlord's written consent.
C. Landlord agrees to -
1. Lease to tenant the Premises for the entire term beginning on the Commencement Date
and ending on the Termination Date.
2. Obey all laws, ordinances, orders, and rules and regulations applicable to the use,
condition, and occupancy of the building.
3. Provide normal utility-service connections to the building.
4. Provide written notice of Landlord's approval or disapproval of any Tenant plans
submitted under paragraphs A(4) and A(5) of this Lease within twenty working days of
receipt of completed plans.
D. Landlord agrees not to -
1. Interfere with Tenant's possession of the Premises as long as Tenant is not in default.
2. Unreasonably withhold consent to a proposed assignment or addition or additional
renovation to the Premises. Landlord hereby agrees to allow Tenant to erect exterior
walls or fences as Tenant deems necessary, subject to Landlord approval of actual
construction plans to be submitted by Tenant according to the terms of paragraph A(5) of
this lease. Tenant agrees to preserve the architectural integrity of the site.
E. Landlord and Tenant agree to the following -
1. Alterations. Any physical additions or improvements to the Premises made by Tenant
will become the property of the Landlord.
2. Early Termination by Tenant. Notwithstanding paragraph A(1) of this Lease, Tenant
may elect early termination of the Lease. Such request may be made in writing to the
Landlord and stat� the effective date. If such an early termination of the Lease is without
just cause, Tenant will thereupon forfeit all claims and rights under the Lease. Landlord
agrees to execute a Release of Lease for the benefit of Tenant upon such early
termination, within 30 days of the termination notice. Just cause for the purposes of this
paragraph E(2) shall mean default by the Landlord under this Lease agreement.
3. Release of Claims/Subro a� tion. Landlord and Tenant release each other from any claim,
by subrogation or otherwise, for any damage to the Premises, the building, the parking
facility, if any, or personal property within the building, by reason of fire or the elements,
regardless of cause, including negligence of Landlord or Tenant. This release applies
only to the extent that it is permitted by law, the damage is covered by insurance
proceeds, and the release does not adversely affect any insurance coverage.
4. Notice to Insurance Companies. Landlord and Tenant will notify the issuing insurance
companies of the release set forth in the preceding paragraph and will have the insurance
policies endorsed, if necessary, to prevent invalidation of the insurance coverage.
5. Casualty/Total or Partial Destruction. If the Premises are damaged or destroyed by
casualty, and the Tenant elects to rebuild either on site or on any site within the city limits
of Wichita Falls, Landlord agrees to apply all proceeds from Tenant's property insurance
policy, heretofore described in paragraph A(11), to rebuild the Premises. Tenant shall
communicate its election to rebuild to the Landlord within 30 days after the date of the
casualty. Upon such election, Tenant shall submit to Landlord a plan for rebuilding the
Premises for the Landlord's written approval prior to the commencement of any work on
the Premises. Such plan shall be submitted within a reasonable time after notice of
Tenant's intent to rebuild is given but in no event more than six months from the date of
the casualty.
6. Condemnation/Substantial or Partial Takin�. If the premises cannot be used for the
purposes contemplated by this lease because of condemnation or purchase in lieu of
condemnation, the Tenant will have the option of terminating this Lease.
7. Default bv Landlord/Events. Defaults by Landlord are (a) failing to comply with any
provision of this lease within thirty days after written notice or (b) failing to provide
essential services to Tenant within ten days after written notice.
8. Default by Landlord/Tenant's Remedies. Tenant's remedies for Landlord's default are to
sue for damages and /or terminate this Lease.
9. Default b,y Tenant/Events. Defaults by Tenant are (a) failing to pay timely rent within ten
days after written notice by Landlord, (b) abandoning or vacating a substantial portion of
the Premises, (c ) failing to comply with any other provision of this lease within ten days
after written notice or (d) failure to use facilities for the public purposes as provided
herein in the definition of "Use" under Lease Terms and Definitions.
10. Default by Tenant/Landlord's Remedies. Landlord's remedies for Tenant's default are to
(a) enter and take possession of the Premises, after which Landlord may relet the
Premises on behalf of Tenant and receive the rent directly by reason of the reletting, and
Tenant agrees to reimburse Landlord for any expenditures made in order to relet; (b)
enter the Premises and perform Tenant's obligations; or (c ) terminate this lease by
written notice and sue for damages. Landlord may enter and take possession of the
Premises by self-help, by picking or changing locks if necessary, and may lock out
Tenant or any other person who may be occupying the Premises, until the default is
cured, without being liable for damages.
11. Default/Waiver/Miti a�. It is not a waiver of default if the nondefaulting party fails to
declare immediately a default or delays in taking any action. Pursuit of any remedies set
forth in this lease does not preclude pursuit of other remedies in this lease or provided by
law. Landlord and Tenant have a duty to mitigate damages.
12. Holdover. If Tenant does not vacate the Premises following termination of this lease,
Tenant shall be a Tenant at will and shall vacate the Premises on receipt of notice from
Landlord. No holding over by Tenant, whether with or without the consent of Landlord,
will extend the term.
13. Alternative Dispute Resolution. Landlord and Tenant shall submit in good faith to
mediation before filing a suit for damages.
14. Attorney's Fees. If either party retains an attorney to enforce this lease, the prevailing
party is entitled to recover reasonable attorney's fees.
15. Venue. Venue is in the county in which the Premises are located.
16. Entire Agreement. This lease is the entire agreement of the parties, and there are not oral
representations, warranties, agreements, or promises pertaining to this lease or to the
expressly mentioned exhibits and riders not incorporated in writing in this lease.
17. Amendment of Lease. This lease may be amended only by an instrument in writing
signed by Landlord and Tenant.
18. Option to Extend. Tenant is granted an option to extend the term of this Lease for an
additional twenty five (25) years when the current Lease Term expires, on terms and
conditions satisfactory to both parties. The option will be written notice of Tenant's
election to exercise the option, delivered to Landlord in person or by mail within ten (10)
days prior to the expiration date.
19. Limitation of Warranties THERE ARE NO IMPLIED WARRANTIES OF
MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY
OTHER K1ND ARISING OUT OF THIS LEASE, AND THERE ARE NO
WARRANTIES THAT EXTEND BEYOND THOSE EXPRESSLY STATED IN THIS
LEASE.
20. Notice. Any notice required by this lease shall be deemed to be delivered (whether or not
actually received) when deposited with the United States Postal Service, postage prepaid,
certified mail, return receipt requested, and addressed to Landlord or Tenant at their
addresses.
21. Abandoned Property. Landlord may retain, destroy, or dispose of any property left on the
Premises at the end of the term.
LANDLORD:
CITY OF WICHITA FALLS
BY —"'—
TENANT:
SENIOR CITIZENS SERVICES OF NORTH
TEXAS
BY:
PRESIDENT
THE STATE OF TEXAS §
COUNTY OF WICHITA §
This instrument was acknowledged by me this day of
, 1998, by , of the
City of Wichita Falls.
Notary Public, State of Texas
THE STATE OF TEXAS §
COUNTY OF WICHITA §
This instrument was acknowledged before me this day of
, 2006, by ,
President of Senior Citizens Services of North Texas, Inc.
Notary Public, State of Texas