Res 051-2012 6/1/2012
RESOLUTION NO. _51-2012_
Resolution Authorizing The City Manager To Execute a One-Year
Lease With the Wichita Falls Railroad Museum for Property Located
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at LaSalle and 9 Streets
WHEREAS, the Wichita Falls Railroad Museum desires to lease property at
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LaSalle and 9 Streets for the display of trains, railroad-related memorabilia, and other
local historical items; and
WHEREAS, said Museum is currently open between the hours of 11:00 a.m. and
3:00 p.m. on Saturdays and has agreed to provide sign-in sheets to the City to
document its service to the public; and
WHEREAS, the City Council determines this lease serves a governmentally-
related municipal public purpose.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
Railroad
The City Manager is hereby authorized to execute the attached
Museum Lease Agreement
with the Wichita Falls Railroad Museum, with such
changes to form as are approved by the City Attorney.
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PASSED AND APPROVED this the 5 day of June, 2012.
______________________________
M A Y O R
ATTEST:
____________________
City Clerk
RMLA
AILROAD USEUM EASE GREEMENT
THIS LEASE
is entered into as of the ____________ day of ___________, 2012, by the
City of Wichita Falls, Texas, a Texas municipal corporation (“Landlord”), and the Wichita Falls
Railroad Museum, a Texas nonprofit corporation (“Tenant”).
1.LP.
Landlord leases to Tenant the Property more fully
EASE AND REMISES
Exhibit A
described in , which is hereinafter described as the “Leased Premises”.
2.T;U.
This lease shall be for a term of 12 months, commencing
ERM SE
, and ending . Unless expressly renewed in writing by
both parties to this lease, at the end of this 12-month term, this lease shall become a month-to-
month lease, subject to the same consideration and terms as provided in the preceding 12-month
term, but terminable at will on notice of at least 30 days to the other party.
3.P&A.
Tenant shall only have the right to use the Leased Premises
URPOSE CCESS
as a museum for railroad, oil and transportation, and other similar historical items. If at any time
the Leased Premises are converted to a non-museum use without the express written consent of
the Landlord, the Tenant may be considered in default by Landlord. Tenant shall furnish Landlord
with access codes, combinations, or keys to the Leased Premises to allow for access due to
inspections, maintenance, and/or emergency response. If Tenant changes codes, combinations or
locks, then Tenant will provide Landlord with updated access codes, combinations, and key
within 7 days of any such change.
4.R.
Tenant shall pay Landlord rent of $1.00 for this 12-month lease. As
ENT
additional consideration for this lease, Tenant will be obligated to provide a museum with regular
operating hours for the public.
5.MR.
Tenant shall maintain and operate the Leased
AINTENANCE AND EPAIRS
Premises and improvements in their existing condition in accordance with all applicable laws,
rules, ordinances, orders and regulations of federal, state, county, municipal, and other
governmental agencies and bodies having or claiming jurisdiction over the Leased Premises.
Tenant agrees to reimburse Landlord for any repair Landlord makes to Leased Premises for
damages caused by Tenant’s acts, omission, or negligence. Tenant shall keep the Leased Premises
in an attractive condition, clean and free from trash and other offensive objects.
All improvements constructed on the Leased Premises by Tenant shall become fixtures to
the Leased premises and become the property of Landlord upon installation and becoming
Landlord's property free and clear of all claims to or against them by Tenant or anyone claiming
by, through or under Tenant. Tenant shall not destroy or modify any improvements without
Tenant shall defend and indemnify Landlord against all liability
Landlord’s written approval.
and loss arising from such claims or from Landlord's exercise of the rights conferred by this
paragraph.
Tenant has accepted the Leased Premises in their “AS IS” condition on the date of
this Lease and is, except as expressly provided herein, accepting the Leased Premises without
representation or warranty, express or implied in fact or by law and without recourse to the
Landlord as to the nature, condition or usability thereof or the use or uses for which the Leased
Premises or any portion thereof may be put.
6.TA.
As a museum, leased premised are intended to be used
AXES AND SSESSMENTS
for a governmental use.Notwithstanding,Tenant shall pay all taxes, assessments, and other
government charges attributable to the Leased Premises when due. Failure to pay taxes
constitutes a material breach of this lease.
7.U.
Tenant shall pay utility bills incurred in connection with the use and
TILITIES
occupancy of the Leased Premises. If utility services are disrupted, Tenant is not entitled to any
reduction of rent.
8.L,I,WS.
Tenant agrees to
IABILITY NDEMNITY AND AIVER OF UBROGATION
indemnify and hold harmless Landlord from and against any and all claims, suits, actions, losses,
costs, liabilities, and damages (including, but not limited to, attorney's fees) for injury to persons,
including death, or for damage to property resulting from Tenant's occupancy of the Leased
Premises or from any act or omission of Tenant or Tenant's agents, servants, employees,
contractors, customers, or invitees. Tenant shall indemnify Landlord pursuant to this clause,
regardless of the acts, omissions or negligence of Landlord or Landlord’s officers, agents, or
employees, or any condition of the property.
9.FOCD.
In the event the improvements on the
IRE AND THER ASUALTY AMAGE
Leased Premises are damaged or destroyed, partially or totally, whether or not such damage or
destruction is covered by any insurance required to be maintained under this Lease, the Tenant
shall repair, restore and rebuild the Leased Premises to their condition existing immediately prior
to such damage or destruction and this Lease shall continue in full force and effect. Such repair,
restoration and rebuilding (all of which are herein called the “repair”) shall be commenced within
a reasonable time after such damage or destruction and shall be diligently prosecuted to
completion.
10.LU;EC.
Tenant shall not use, occupy, or
EGAL SE NVIRONMENTAL OMPLIANCE
permit to be used or occupied the Leased Premises for any purpose that is illegal, dangerous to
life, limb, or property, or that would constitute a nuisance. Tenant covenants and agrees to
comply strictly and in all respects with the requirements of any applicable law, statute, ordinance,
permit, decree, guideline, rule, regulation or order pertaining to health or the environment
11.T'F,F,PC-U.
Prior to the
ENANTS URNITURE IXTURES ERSONALTY AND LEANP
termination of this Lease, Tenant shall remove all furniture, trade fixtures, and personal property
from the Leased Premises, and shall repair any damage caused by such removal and shall
thoroughly clean the Leased Premises and remove all trash, debris, dirt and other materials and
substances in, on or about the Leased Premises arising out of or related to Tenant's use of the
Leased Premises. Should Tenant fail to comply with this provision, Tenant agrees to pay
Landlord’s expenses associated with such cleanup.
12.AS.
Without the prior written consent of Landlord,
SSIGNMENT AND UBLEASE
which consent may be withheld in Landlord's sole discretion, Tenant shall not have the right to
assign all or any part of Tenant's rights under this Lease or to sublet any part of the Leased
Premises. Consent by Landlord to any such assignment or sublease shall not relieve Tenant of its
liabilities and obligations under the Lease.
13.DT.
Tenant shall be in default of this lease if Tenant fails to
EFAULT BY ENANT
perform, observe or comply with any of the terms, provisions, agreements, covenants or
conditions of this Lease;
14.L'R.
Upon the occurrence of any default by Tenant under
ANDLORDS EMEDIES
this Lease, Landlord shall give notice of the default to Tenant and allow Tenant for 60 days to
cure said fault. Should Tenant fail to cure the default, Landlord may, at its option, pursue any of
the following remedies without any notice or demand, other than the notice expressly provided in
this Lease. Tenant waives notice and demand for payment of rent or other obligations due
hereunder and waives any and all other notice or demand requirements imposed by Texas law:
(a) Terminate this Lease and repossess the Leased Premises, in any lawful manner and
without breach of the Peace. If Landlord elects to terminate this Lease, Landlord shall have all the
rights of reentry upon the Leased Premises without becoming liable for damages, or guilty of
trespass;
(b) Do whatever Tenant is obligated to do under the terms of this Lease and, if necessary
enter upon the Leased Premises to perform such act; and Tenant agrees to reimburse Landlord on
demand for any expenses which Landlord may incur in effecting compliance with Tenant's
obligations under this Lease plus 15% of such cost to cover overhead plus interest at the Past Due
Rate, and Tenant further agrees that Landlord shall not be liable for any damages resulting to
Tenant from such action;
(c) Disconnect, discontinue, interrupt or cause the interruption of any utility or service
currently being furnished to Tenant including without limitation gas, water, electricity, air
conditioning and heating;
(d) Change all door locks and other security devices of Tenant at the Leased Premises,
and Tenant hereby expressly agrees that Landlord shall not be required to affix any notice of any
kind to the Leased Premises or provide the new key to the Tenant at any hour, including Tenant's
regular business hours, until such time as Tenant has cured any and all defaults hereunder and
reimbursed Landlord for all sums due Landlord hereunder. Landlord, on terms and conditions
satisfactory to Landlord in its sole discretion, may upon request from Tenant's employees, enter
the Leased Premises for the purpose of retrieving therefrom personal property of such employees,
provided, Landlord shall have no obligation to do so;
(e) Exercise any of the following remedies: enforcement of Landlord's statutory lien, suit
on the contract, suit for anticipatory breach and injunctive relief of all varieties;
(f) Exercise any or all other remedies available to Landlord in this Lease, at law or in
equity.
15.I.
Tenant will procure and keep in effect during the term of this lease a
NSURANCE
public liability insurance policy for the benefit of Tenant and Landlord in the amount of at least
$250,000 for bodily injury or death to any individual, and in the amount of $500,000 for any
single occurrence for bodily injury or death. Liability insurance for injury or destruction to
property shall also be maintained in the amount of at least $100,000. The City of Wichita Falls
shall be named as an additional insured on the insurance policies obtained by Tenant pursuant to
this Lease.
16.VS-IR.
Tenant will maintain an accurate record of all people
ISITOR IGNN EGISTER
who visit Leased Premises via a Visitor Sign-In Register. Said register will additionally record the
date the people visited the Premises. Tenant will provide Landlord with complete copies of this
register on a quarterly basis as follows: March 1, June 1, September 1, and December 1.
17.N-W.
Failure on the part of Landlord to complain of any action or non-
ONAIVER
action on the part of Tenant, no matter how long the same may continue, shall not be deemed to
be a waiver by Landlord of any of its rights under this Lease.
18.A'FOE.
If any action at law or in equity is
TTORNEYS EES AND THER XPENSES
necessary to enforce this agreement, each party agrees to pay its own attorney fees and will not
seek to recover its attorney fees from the other party. Tenant understands that pursuant to Local
Govt. Code §271.153(a)(3), the total amount of money awarded in an adjudication brought
against a governmental entity for breach of a contract includes reasonable and necessary
attorneys’ fees that are equitable and just. Tenant expressly waives its statutory rights to recover
attorneys’ fees as outlined in §271.153(a)(3).
19.L'E.
Landlord may enter in and upon the Leased Premises from
ANDLORDS NTRY
time to time to inspect same, to show same to prospective purchasers or tenants and for any other
purpose.
20.N.
All notices required or permitted hereunder shall be in writing and may
OTICES
be given or served by depositing such notice with the United States postal service, certified mail
with return receipt requested, postage prepaid, or by delivering same in person, addressed as
To Landlord: City of Wichita Falls,
follows: City Manager, P. O. Box 1431, Wichita Falls,
Texas 76301.
Notices to Tenant may be given or served by mailing said notice to Tenant’s agent for
service of process on file with the Texas Secretary of State or by affixing a copy of said notice to
the front gate or outside of the front door of the Leased premises.
21.EAM.
This Lease constitutes the entire
NTIRE GREEMENT AND ODIFICATION
agreement between Landlord and Tenant and may be modified or amended only by a written
document duly executed by both Landlord and Tenant.
22.GL.
This Lease shall be governed by and construed in accordance
OVERNING AW
with the laws of the State of Texas. All legal actions to improve or continue this Lease shall be
instituted in the courts of Wichita County, Texas. If any provision hereof is invalid or
unenforceable, then the remainder of this Lease shall not be affected thereby and shall remain in
full force and effect.
23.WWC.
LANDLORD HAS MADE NO
AIVER OF ARRANTY OF ONDITION
WARRANTIES TO TENANT AS TO THE USE OR CONDITION OF THE LEASED
PREMISES, EITHER EXPRESS OR IMPLIED, AND LANDLORD AND TENANT
EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE LEASED PREMISES
ARE SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE OR ANY OTHER
WARRANTY (EXPRESS OR IMPLIED) REGARDING THE LEASED PREMISES. TENANT
EXPRESSLY WAIVES (TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW)
ANY CLAIMS UNDER FEDERAL, STATE OR OTHER LAW THAT TENANT MIGHT
OTHERWISE HAVE AGAINST LANDLORD RELATING TO THE USE,
CHARACTERISTICS OR CONDITION OF THE LEASED PREMISES. LANDLORD AND
TENANT EXPRESSLY AGREE THAT THERE ARE NO, AND SHALL NOT BE ANY,
IMPLIED WARRANTIES OF MERCHANTABILITY, HABITABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR ANY OTHER KIND ARISING OUT OF THIS LEASE AND
THAT ALL EXPRESS OR IMPLIED WARRANTIES IN CONNECTION HEREWITH ARE
EXPRESSLY DISCLAIMED AND WAIVED.
WITNESS THE EXECUTION HEREOF
as of the date first set forth hereinabove.
LANDLORD: TENANT:
___________________________ __________________________
Darron J. Leiker Raymond Grube
City Manager President
City of Wichita Falls Wichita Falls Railroad Museum
Description of Real Property Situated in Wichita County, Texas
All of Lots 1-9, Block 177, Original Town of the City of Wichita Falls, Wichita County, Texas, save and except the
following tract of land:
BEGINNING at the Northwest corner of Lot 1, Block 177;
THENCE East with the North line of Lot 1, a distance of 30 feet;
THENCE South parallel with the West line of Lots 1 and 2, a distance of 90 feet to a point 10 feet from
the South line of Lot 2;
THENCE West parallel with the South line of Lot 2 and 10 feet therefrom, a distance of 30 feet to a point
in the West line of Lot 2;
THENCE North with the West line of Lots 2 and 1, a distance of 90 feet to the PLACE OF BEGINNING.
and
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The property depicted in the following aerial photo that is outlined in blue and labeled “8 and
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“9 to the extent said property is owned by the City.
Exhibit A