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Res 059-98 4/21/1998RESOLUTION NO. 9-9L A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT WITH THE BOYS' CLUBS OF WICHITA FALLS, INC., (D /B /A THE BOYS AND GIRLS CLUBS OF WICHITA FALLS), FOR A TERM OF TWENTY -FIVE YEARS, WITH AN OPTION TO EXTEND THE TERM OF THE LEASE FOR AN ADDITIONAL TWENTY -FIVE YEARS. FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS RESOLUTION WAS DISCUSSED WAS OPEN TO THE PUBLIC AS REQUIRED BY LAW. WHEREAS, The Boys' Clubs of Wichita Falls, Inc. has been operating Camp Graham Ball, a resident camp at Lake Kickapoo since 1962, and, WHEREAS, annually over 500 children are served, mostly coming from disadvantaged circumstances; and, WHEREAS, as a part of their strategic plan, their goal is to improve the camp so as to attract and serve teen members, as well as younger members and other groups; and, WHEREAS, The Boys' Clubs of Wichita Falls, Inc. has requested a long -term lease which would assure them of a continued use of the property. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: SECTION 1. The City Manager is hereby authorized to execute a new lease agreement with The Boys' Clubs of Wichita Falls, Inc., a copy of which is attached hereto, for a 25 year term, with an option to extend the term of the lease for an additional 25 years. SECTION 2. 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 21ST day of April, 1998. MA O ATTEST: LAKE KICKAPOO LEASE STATE OF TEXAS § COUNTY OF WICHITA § This Lease Agreement, made and entered into on the day of 19 , by and between the City of Wichita Falls, Texas, a municipal corporation, acting through its City Manager, hereinafter called "Lessor," and The Boys' Clubs of Wichita Falls, Inc., (d/b /a The Boys and Girls Clubs of Wichita Falls), hereinafter called "Lessee," WITNESSETH: City does hereby lease to Lessee the following described real property located in Archer County, Texas, to -wit: A tract of land in Archer County, Texas, being out of Blocks 111 and 112, American Tribune New Colony Lands; the R. Carson Survey No. 154, A -80; the J.M. Taylor Survey, A -656, and the McKinney and Williams Survey, A -314, said tract being more specifically described by metes and bounds as follows: BEGINNING at a cedar angle post lying in the North line of the R. Carson Survey, A -80, and in the South line of the J. M. Taylor Survey, A -656, said cedar fence post being East 2,000.00 feet from the Northwest corner of said R. Carson Survey and being an angle point in the East line of this description; THENCE generally with a fence line, South 00° 20' 03" West 3,233.11 feet to a cedar fence corner post for the Southeast corner of this description; THENCE generally with a fence line, North 89° 48' 20" West 1,395.20 feet to a cedar fence corner post for the Southwest corner of this description; THENCE generally with a fence line North 07° 40' 07" East 409.93 feet to a cedar fence corner post lying in the occupied South right -of -way line of South Lake Road for an angle point of this description; THENCE generally along the fence lines forming the occupied South and East right -of -way lines of South Lake Road as follows: North 610 00' 07" East 559.29 feet to a cedar brace post for an angle point; 2 North 21' 25' 46" East 26.14 feet to a 2 inch iron pipe fence post for an angle point; North 05° 40' 58" east 117.87 feet to a cedar fence post for an angle point, North 15° 21' 07" West 665.19 feet to a cedar fence post for an angle point; and NORTH 110 01' 19" East 512.72 feet to a cedar fence post for an angle point; THENCE leaving the occupied East right -of -way line of South Lake Road, North 54° 07' 46" West 365.07 feet to a cedar fence post for an angle point of this description; THENCE North 000 57' 43" West 165.25 feet to a cedar fence post for an angle point of this description; THENCE North 75° 08' 31" West 89.88 feet to a cedar fence post for an angle point of this description; THENCE South 530 06' 04" West 330.19 feet to a cedar fence post in the occupied East right -of -way line of South Lake Road for an angle point of this description, THENCE generally along the fence line forming the East right -of -way line of South Lake Road as follows: North 200 53' 23" West 367.06 feet to a cedar fence post for an angle point; North 140 43' 58" West 182.16 feet to a steel "U" post for an angle point; North 24° 32' 36" West 341.67 feet to a 4" steel pipe stretch post for an angle point; North 01 ° 51' 46" West 292.40 feet to a 4" steel pipe corner post for an angle point; North 36° 32' 05" West 938.97 feet to a steel pipe post on the South side of the dam drainage channel for an angle point; 3 North 41° 48' 01" West 74.22 feet to a steel pipe post on the North side of the dam drainage channel for an angle point; North 4111 48' 01" West 74.22 feet to a steel pipe post on the North side of the dam drainage channel for an angle point; and North 34° 47' 22" West 1,054.15 feet to a 4 inch steel pipe angle post for an angle point; THENCE leaving the occupied East right -of -way line of South Lake Road, North 000 43' 36" West 930.76 feet to a steel "U" post for an angle point of this description; THENCE generally with a barbed wire fence as follows: North 40° 58' 47" West 85.67 feet to a corner post; and North 53° 03' 25" East 686.56 feet to a 4 inch steel pipe corner post lying in the occupied East line of the Camp Graham Ball Access Road; THENCE along said West line and generally with a fence, North 00° 07' 44" East 780.73 feet to a 3/8 inch iron rod lying in the South right -of -way line of Farm -to- Market Road 368 ( "F.M. 368 ") for an angle point of this description; THENCE along said South right -of -way line of R.M. 368, South 890 28' 00" East 58.00 feet to a 3/8 inch iron rod for an angle point of this description; THENCE leaving said South right -of -way line and generally with a fence, South 00° 13' 03" West 999.73 feet to a cedar fence corner post; and THENCE generally with a fence, South 34° 10' 54" East 3,536.24 feet to the place of beginning and containing 158.54 acres, more or less. 1. GENERAL PURPOSE. The parties hereto (Lessor and Lessee) recognize and acknowledge that the primary purpose of Lake Kickapoo is to supply the City of Wichita Falls with water for human consumption. Parties hereto acknowledge that Lessee is in possession of the premises under a prior lease granted by Lessor which has or will expire with the effective date of this lease. Lessor reserves the right to reclaim the leased premises in the event that it becomes necessary to fulfill the primary purpose of Lake Kickapoo. 2. TERM. The term of this lease is for a period beginning on and ending on , 2023, provided that Lessee shall have the option to extend the term of the lease twenty -five (25) years to 1 2048. El The option to extend shall be considered automatic if Lessee is in compliance with the terms and provisions of the lease on the date of the option to extend said lease. If Lessee has maintained this lease in good force and effect, then upon the expiration thereof, the Lessee shall have the preferential right to acquire a continuing lease on the premises upon such terms and conditions as may then be offered by Lessor to Lessee at Lake Kickapoo. Provided further, that if Lessor should elect to sell its rights by making a fee conveyance, then Lessee shall have the preferential right to acquire on such terms and provisions as offered by Lessor. 3. RENTAL. Lessee agrees to pay City an annual rental under this agreement the sum of One ($1.00) Dollar for the period of this lease, said rental payable in advance of each year on or before at the office of Lake Lot Administration, 1300 Seventh Street, Wichita Falls, Texas (or at such other place as may be designated in writing by the City). 4. ADDRESSES. The address listed below Lessee's signature on this lease agreement shall be used for all notices and /or correspondence required between Lessor and Lessee. The Lessee shall notify the Lessor of any change of address of Lessee. Such notice shall be on a change of address form provided by the Lake Lot Coordinator and executed by Lessee and the Lake Lot Coordinator for the Lessor. Such changes of address shall be maintained in the files of the Lake Lot Coordinator. All notifications hereunder will be presumed to be correct if sent to the Lessee's address as reflected by the records of the Lake Lot Coordinator. Notices to the Lessor shall be to the Office of the Lake Lot Coordinator unless otherwise designated by Lessor on a form provided by the Lake Lot Coordinator and receipt thereof acknowledged by the Lessor. 5. RECORDING. Neither the Lessor nor the Lessee shall be required to record this lease in the records of Archer County, Texas; provided, however, that upon request by Lessee, the lease shall contain the appropriate acknowledgments which would permit recording in Archer County, Texas. If Lessee elects to record such lease, a copy thereof shall be furnished to the Lake Lot Coordinator and maintained in the Lake Lot Administration files. Likewise, a change of address form or any subsequent amendment of this lease between Lessor and Lessee shall at the request of Lessee be in recordable form and may be recorded in like manner and filed with the Lake Lot Coordinator. 6. NOTIFICATION. Lessor shall not be required to send Lessee a notice of the annual rental payments due under this lease. If Lessee fails to timely pay a rental under this lease, a late notice will be sent by the Lake Lot Administration office by certified mail to the last address of Lessee on file with the Lake Lot Coordinator. The Lessee will have thirty (30) days from the date of the mailing of the delinquent notice to pay the annual rental. 7. USE. Leased premises are to be used for purposes directly related to the Boys' Club summer camp operation, including such use as a rifle range, bridle path, hiking, stock watering tank and pasture for livestock to be raised only for use of Boys' Club operation and not for resale or commercial purposes. Lessee shall not use the leased premises nor any part thereof for commercial purposes. 5 8. CONSTRUCTION. Buildings, structures and facilities installed or constructed on the leased premises shall be of sound and substantial construction and be done in accordance with plans and specifications approved by Lessor. Plans for buildings, structures and facilities shall meet the minimum standards provided for similar construction within the City of Wichita Falls, and shall be approved by the Building Inspection Department of the City of Wichita Falls prior to the construction or installation. Such plans and specifications shall be furnished by Lessee at Lessee's expense. All construction and improvements made to the premises shall comply with all applicable City, State, and Federal building, health, and sanitation rules and regulations. No building, structure, or facility shall be constructed or installed without Lessee obtaining a proper permit for such work from the applicable department of the City of Wichita Falls. All buildings, structures, and facilities shall be constructed substantially in accordance with the plans and specifications previously approved by Lessor in good and workmanlike manner, and shall be properly maintained in good repair and appearance by Lessee. During the term of this lease, the Lessee agrees to correct any substandard or otherwise undesirable conditions resulting from failure to properly maintain structures, grounds, or facilities. If on the date of this lease, there are buildings, structures, and /or facilities located on the premises, the Lessor shall have the Building Inspection Department and such other departments as are appropriate, inspect the property to determine if such buildings, structures, and facilities meet the minimum standards set by the City of Wichita Falls. If such inspection reveals failure to meet such minimum standards, then a report shall be given to Lessee of the needed repairs to meet such standards. Lessee shall have one year after receipt of such inspection report to bring the premises up to the minimum standards set forth in the inspection report, provided that for good cause the City Council or its designated representative may extend such time period an additional six (6) months. Lessee shall pay the appropriate City fees for all permits and inspections save and except the initial inspection provided for above. Failure to comply with these requirements shall be cause for termination of this lease. 9. MAINTENANCE. Lessee shall keep the premises clean of trash, rubbish, garbage, and waste matter of all kinds and will provide such facilities for the disposal of this matter as Lessor shall require. Lessee further agrees to install and maintain any internal or external fences. Lessee shall indemnify Lessor for any cost associated with the clean -up of any pollution caused by Lessee's use of the premises. Lessee acknowledges that Lessor shall have no obligation to furnish any solid waste collection or disposal system. Lessee shall keep the weeds on the premises surrounding the main cabin sites mowed to a height not exceeding nine (9) inches, and shall not be allowed to maintain on the premises any dangerous or dilapidated buildings, structures, or facilities as determined by Lessor in applying the applicable City of Wichita Falls and State rules and regulations. Lessee further agrees not to allow or permit to be accumulated on the premises any abandoned or junked vehicles, household furniture, or appliances or parts thereof. Lessor shall notify Lessee in writing of Lessee's failure to comply with any of the above provisions as to maintenance of the premises. Lessee shall have thirty (30) days in which to correct the situation set forth in the notice from Lessor (or longer period set by Lessor if such default is of a nature that it cannot be corrected within such period) and if Lessee fails to make necessary corrective action within said time period, then Lessor may make such corrections. Lessor shall be entitled to recover its costs of labor, materials, equipment, and administration in correcting such situation and payment shall be made within thirty (30) days of receipt of statement of such cost by Lessee. Any inspections after the initial inspection by Lessor shall be paid for by Lessee at the rates 2 provided for by the appropriate department of Lessor. In the alternative, Lessor may terminate this lease or choose other remedies available herein or by law. 10. SEWAGE DISPOSAL. Lessee shall be required to adhere to all City, State, and Federal environmental riles and regulations as to sanitary disposal of sewage or any revisions or successors to these requirements thereof. As of the date of this lease, septic tanks shall be the only sewage disposal facility used on the premises, and such facilities shall be in accordance with the applicable City, State, and Federal requirements and be maintained in proper operating condition at all times. All sewage disposal systems shall be inspected at the beginning of the lease, when the lease is transferred or renewed, or whenever there is cause to believe that the sewage disposal system is in non - compliance with the applicable City, State, or Federal environmental rules and regulations as to sanitary disposal of sewage. Fees shall be assessed and paid by the Lessee to the Health Department or such other agency as is appropriate for conducting such inspections. 11. ASSIGNMENT. Lessee agrees that it will not assign this lease without first having obtained the written permission of the City Manager. No assignment or conveyance shall be effective until such time as the premises have been inspected and found to be in compliance with the terms and provisions of this lease, and payment has been made of a transfer fee of Two Hundred ($200.00) dollars, and all inspection fees as appropriate hereunder. Lessee is hereby expressly given consent to authorize temporary use of the premises by other worthy organizations of its choice. This includes but is not limited to private family reunions. 12. ROADS AND RIGHTS -OF -WAY. Lessee recognizes that a raw water pipeline and other facilities necessary for the primary purpose of Lake Kickapoo pass through the Leasehold. Lessor shall have the right to unlimited and unhindered access for reasons concerning the maintenance or inspections of any such facilities located on or passing through the Leasehold premises. Further, there are easements existing between the Lessor and others that are necessary to fulfill the primary purpose of Lake Kickapoo. Said easements are superior to any rights granted to Lessee by this lease. 13. WATER LEVELS. It is further agreed and understood by and between the Lessor and Lessee that in the event, through appropriate action by the City Council of Wichita Falls, a determination is made to raise the water level in Lake Kickapoo by raising the dam thereof to a level that would cause flooding of the leasehold rights of Lessee, then Lessor shall give Lessee notice in writing by a certified letter to the address of Lessee as reflected by the records of the Lake Lot Coordinator set forth herein. The notice shall advise Lessee of the actions of the City Council and set a date for the removal of the improvements on the premises owned by Lessee which will be necessary as a result of the proposed action of the City Council. In the event Lessee fails to remove Lessee's property as provided for in said notice set by said notice, Lessor may remove the same and Lessee agrees to pay Lessor for the cost thereof, including the reasonable cost of supervision. 7 14. TAXES. Lessee agrees to pay and discharge all taxes and assessments which now or hereafter may be taxed, assessed, levied, or imposed upon the premises or any improvements placed thereon. 15. INSURANCE. Lessee shall provide general liability insurance in the aggregate amount of Three Hundred Thousand and No /100 ($300,000.00) Dollars, with One Hundred Fifty Thousand and No /100 ($150,000.00) Dollars per each personal individual injury, and a minimum of Fifty Thousand and No /100 ($50,000.00) Dollars per each personal property damage occurrence on the leased premises for the operation of the lease. 16. FINANCING. The other provisions of this lease notwithstanding, Lessee may secure any obligation to finance improvements upon the premises by a lien upon such improvements and upon Lessee's rights in the lease premises. Photocopy of any such obligations must be on file with the Lake Lot Coordinator, together with the current name and address of the lienholder, and the receipt of which shall be acknowledged by the Lessor by the execution of the "Consent to Mortgage of Leasehold Estate" form provided by the office of the Lake Lot Coordinator. Lessor shall, provided that the "Consent to Mortgage of Leasehold Estate" form has been executed, notify the lienholder in writing of any default in Lessee's obligation under this lease. The lienholder shall have ninety (90) days upon receipt of said notice within which to cure said default and, should said default not be cured within such ninety (90) day period and should the lease be terminated as a result thereof, the lienholder shall have an additional thirty (30) days to remove the improvements covered by the lien from the leased premises, provided that the condition of the leased premises shall not, as a result of such removal, be made substantially poorer than its condition at the commencement of the lease. Provided further that if the lienholder is authorized under the obligation executed by the Lessee, the lienholder may succeed to the rights of Lessee under the lease and assume the obligations of the Lessee and the rights of Lessee as provided for herein, including the reinstatement of the lease as provided for above. At the request of the Lessee and /or lienholder, all instruments involved in regard to such obligations, including the "Consent to Mortgage of Leasehold Estate" shall be in a form that may be recorded in Archer County, Texas. 17. LIEN FOR RENTALS. Lessee agrees that all buildings or other improvements erected on the premises are charged with a lien in favor of the Lessor for payment of all rentals and /or fees provided for hereunder that may be owed by Lessee to the Lessor under this lease. Said lien shall be subject to any Deed of Trust or Mechanic's Lien for the purchase price or construction of such buildings or improvements. 18. MINERAL RIGHTS. Lessee recognizes that the Lessor owns all mineral rights to the leasehold. Lessor reserves the right to explore said mineral rights or execute oil and gas leases in the future on the above - described tract, and the holders of such leases shall have the right of ingress and egress on the tract. 19. MISCELLANEOUS RULES AND REGULATIONS. Lessee agrees to obey the following rules and regulations: a. No farm stock shall be kept on said premises except as may be sanctioned in writing by a health officer of the City of Wichita Falls. b. Fishing and hunting shall be subject to State laws and regulations. c. Said premises shall not at any time be used in any manner or for any purpose in conflict with or contrary to the penal statutes of the State or Federal government. d. Lessee shall not make any use of the premises which would constitute a nuisance. e. Lessee is under the absolute obligation to use the leased premises in a manner that shall prevent the pollution of the waters of Lake Kickapoo in any manner. 20. BREACH OF COVENANTS. If Lessee breaches any express or implied covenant of this lease, the Lessor shall have the right to terminate this lease, giving the appropriate notices to Lessee as provided for herein. After the appropriate notices as provided for herein and the time periods have expired for late payment, lease reinstatement, or the time to cure breaches set forth by Lessor, then Lessor shall proceed to dispose of Lessee's interest in the premises in the following manner: Lessee shall have sixty (60) days from the date of termination of the lease by Lessor in which to dispose of Lessee's leasehold rights. Or the Lessee may, at Lessee's election upon receipt of notice of termination, within sixty (60) days of the date of said notice, remove all improvements placed on the premises by Lessee, but in removing such improvements the Lessee will not damage to any extent any of the property belonging to Lessor or any other person. If the Lessee has not removed Lessee's improvements as provided for above within the time period provided, then Lessor shall have the right to enter upon the premises and take possession thereof or at Lessor's option, sell to the highest bidder at either public or private sale, all of Lessee's interest in this lease and the improvements placed thereon. The receipts from the sale shall be applied first to the expense of holding the sale; second to any Deed of Trust or Mechanic's Lien outstanding against any buildings or improvements placed on the improvements; third to any indebtedness owed by Lessee to Lessor; and the remainder, if any, shall be paid to Lessee and shall be received by Lessee as full payment of all rights, title and interest of Lessee in and to the leased premises and improvements thereon. Provided, however, that the time periods provided for above shall not prevent Lessor's right to immediate action to abate any nuisance on the premises. 21. EXPIRATION. If Lessee does not execute a new lease upon the expiration of this lease, Lessee may be required to remove any and all improvements placed on said premises by Lessee, within sixty (60) days after such expiration as previously outlined in Section 20, Breach of Covenants. If Lessor requires removal of leasehold improvements located on the property upon termination or relinquishment of the lease, they must be removed by the Lessee at Lessee's expense within sixty (60) days of notice to do so. In the event that Lessee fails to remove said improvements or structures, they may be removed by Lessor with all costs assessed to the Lessee, including an administrative fee of Five Hundred ($500.00) Dollars, or they may be disposed of as previously outlined in Section 20, Breach of Covenants. 0J 22. LIABILITY FOR TERMINATION. In no event shall Lessor, its agents, servants, or employees be liable for any damages, breach of contract, or any action in the nature of trespass of any kind or character for terminating this lease as provided for herein. 23. INDEMNITY. Lessee represents and agrees that Lessee has thoroughly inspected the premises covered by this lease prior to execution of the Lease Agreement, and has found no hazardous conditions which may cause injury to persons or damage to the property, and Lessee accepts the premises in such condition. Lessor makes no warranties, express or implied, concerning the condition of the premises. Lessee also agrees that Lessor shall not be liable in any manner for bodily injury or death to any person or damage to any property (including the person and property of Lessee) caused in whole or in part by any latent or patent condition or defect on the leased premises or as a result of flooding or high water or as a result of any act or omission of Lessee or Lessee's family members, guests, or licensees, and Lessee specifically agrees to indemnify and hold Lessor harmless from any such claims, demands, or suits for injuries or death to persons or damage to property, regardless of whether such injury, death, or damage was caused or contributed to in part by some act or omission by the Lessor, its officers, agents, or employees. 24. RIGHT -OF- ENTRY. Lessor, its agents, employees, or representatives may enter the leased premises at any reasonable time, on reasonable notice to Lessee (except that no notice need be given in a case of emergency) for the purpose of inspection to determine that the conditions or provisions of this lease are being fulfilled. 25. APPLICABLE LAW AND VENUE. This agreement and all transactions made hereunder shall be construed and governed according to the laws of the State of Texas. Venue for any legal proceedings shall be in Wichita County, Texas. 26. LESSOR'S SERVICES. The Lessor may designate other parties to perform the services provided for herein, including those to be performed by the Lake Lot Coordinator. The Lessor, through the City Council, may adopt such additional rules and regulations as are appropriate and necessary to carry out the intent of this lease and similar leases. Notice of any changes in the parties responsible for Lessor's duties hereunder and the adoption of any such rules and regulations shall be made by certified mail to the last known address of Lessee, as provided for herein. 27. INVALID PROVISIONS. In the event any covenant, condition, or provision herein contained is held to be invalid by a court of competent jurisdiction, the validity of any such covenant, condition, or provision shall in no way affect any other covenant, condition, or provision. 10 28. ENTIRE AGREEMENT. This written contract constitutes the entire agreement between the parties. Attest: City of Wichita Falls, Texas By: City Clerk City Manager Attest: The Boys' Clubs of Wichita Falls, Inc. (d/b /a The Boys and Girls Clubs of Wichita Falls) Secretary Approved as to Form: Assistant City Attorney Executive Director Address City State Zip