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Res 2838 9/1/1981RESOLUTION NO. ,lxv, RESOLUTION AUTHORIZING CITY MANAGER TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT REGARDING LEASE AGREEMENT ON THE LANDFILL ACCESS ROAD, AND DECLARING AN EMERGENCY. BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF WICHITA FALLS, TEXAS, THAT: That certain interlocal road agreement, a copy of which is attached hereto, between the City and Wichita County, whereby the county leases to the City land for the landfill access road, is hereby approved, and the City Manager is authorized to execute the same for the City of Wichita Falls. The fact that the present landfill is almost filled creates an emergency, and this is declared to be an emergency measure. PASSED AND APPROVED this the 1st day of September, 1981. M Y 0 R ATTEST: C_/ll ..Ci''l_-1 Gty„ "Gr - 2 City Cl rk INTERLOCAL ROAD AGREE NT THIS AGREEMENT is made and entered into this 9th day of July 19_ 31 by and between the County of Wichita, a governmental subdivision of the State of Texas , hereinafter referred to as Lessor, and the City of Wichita Falls , a municipal corporation, hereinafter referred to as Lessee , pursuant to the provisions of the Interlocal Cooperation Act , Article 4413 (32c) of the Texas Revised Civil Statues . ARTICLE 1 . PURPOSES The purposes of this agreement are to provide for the construction of a road to facilitate the use of Lessee ' s Sanitary Landfill by Lessee and the public and provide for the repairs and maintenance of such road. ARTICLE 2 . DEMISE OF LEASED PREMISES Lessor for and in consideration of the rents , covenants , and promises herein contained to be kept , performed, and observed by Lessee , does hereby lease and demise to Lessee, and Lessee does hereby rent and accept from Lessor, that real property, referred to as the leased premises and more particularly described in Exhibit A, attached hereto and made a part hereof. TO HAVE AND TO HOLD the said leased premises , together with all rights , privileges , easements , appurtenances , and immunities belonging to and in any way appertaining to said leased Premises , including, but not limited to , any and all easements , rights , title, and privileges of Lessor now or hereafter existing. ARTICLE 3 . LEASE TERM Fixed Commencement and Termination Date 3 . 01. This lease shall be for a term of twenty-five (25) years , referred to as the lease term, commencing on the 20th day of July 1931, and ending on the 19th day of July 2C 06 , subject, however , to earlier termination as hereinafter provided. Right to Extend 3 . 02 . Lessee may extend this lease for a further period of five ( 5) years by giving Lessor written notice of Lessee' s intention to do so at any time within the last two (2) years prior to the expiration of the lease term, under all the terms and con- ditions of this lease. Page of pages Agenda Item No. Holding Over 3 . 03 . If Lessee shall hold over after the expiration of the lease term, or any extension, such tenancy shall be from month to month on all the terms , covenants , and conditions of this lease . ARTICLE 4 . RENT Fixed Sum - - Annual Installments Lessee agrees to pay to Lessor as rental for the use and occupancy- of the leased--premises under this leas-e the--following sums :- 25 .00 payable in equal annual installments of $1 .00 each, in advance , on the lst day of July of each year during the term of this lease . ARTICLE 5 . CONSTRUCTION BY LESSEE General Conditions Lessee shall construct a road on the demised premises which road shall conform to the requirements and standards of the Texas Highway Department for Farm to Market Roads . ARTICLE 6 . REPAIRS , UPKEEP, AND RESTORATION Lessee ' s Duty to Repair 6 . 01 . Lessee, at Lessee' s own cost and expense at all times during the term of this lease, agrees to keep and maintain, or cause to be kept and maintained the road and improvements which may be erected on the leased premises in a good state of appearance and repair, reasonable wear and tear excepted. Lessee, at his own expense, shall keep the demised premises free of trash, debris and all other waste materials . Damage or Destruction -- Repair 6 . 02 . In the event the road or any improvements thereafter con- structed on the leased premises is damaged, regardless of the extent of such damage or destruction, Lessee shall within 30 days from the date of such damage or destruction, commence the work of repair, recon- struction, or replacement of the damaged or destroyed road or improvement and prosecute the same with reasonable diligence so that the road, to the extent originally constructed by Lessee, shall be restored to substantially the condition it was in prior to the happening of the damage; provided, however, that if the commencement , construction, or completion of said repair, reconstruction, or replacement work shall be prevented or delayed by reason of war, civil commotion, acts of God, strikes , governmental restrictions or regulations , or interferences , fire or other casualty, or any other reason beyong the control of Lessee, whether Page of pages Agenda Item No. similar to any of those enumerated or not , the time for the couauencing or completing, or both, of the construction of said road as the case may be, shall automatically be extended for the period of each such delay. Mechanic ' s Lien 6. 03 . (1) Lessee shall not suffer or permit anv mechanics ' liens or other liens to be filed against the fee of the leased premises nor agains-t L2ssce ' s -leasehold—intereat --i --the_land -no-r-eany -il`4 g.s-o-r -- improvements on the leased premises by reason of any work, labor, ser= vices , or materials supplied or claimed to have been supplied to Lessee or to anyone holding the leased premises or any part thereof through or under Lessee . 2) If any such mechanics ' liens or materialmen' s liens shall be recorded against the leased premises , or any improvements thereof, Lessee shall cause the same to be removed or, in the alternative, if Lessee in good faith desires to contest the same, Lessee shall be Priv- il.edaed to do so , but in such case Lessee hereby agrees to indemnify and hold Lessor harmless from all liability for damages occasioned thereby and shall , in the event of a judgment of foreclosure on said mechanics ' lien, cause the same to be discharged and removed prior to the execution of such judgment. ARTICLE 7 . INDEMNIFICATION Lessor shall not be liable for any loss , damage , or injury of any kind or character to any person or property arising from any use of the leased premises , or any part thereof, or caused by any defect in the roads , structure, or other improvement thereon or in any equipment or other facility therein, or caused by or arising from any act or omission of Lessee, or of any of his agents , employees , licensees , or invitees , or by or from any accident on the land or any fire or other casualty thereon, or occasioned by the failure of Lessee to maintain the premises in safe condition, or arising from any other cause whatso- ever; and Lessee hereby waives on its behalf all claims and demands against Lessor for any such loss , damage, or injury to Lessee, and hereby agrees to indemnify and hold Lessor entirely free and harmless from all liability for any such loss , damage, or injury of other persons , and from all costs and expenses arising therefrom. page of pages Agenda Item No. ARTICLE 8 . DEFAULT AND REMEDIES Termination on Default 8 . 01. Should Lessee default in the performance of any covenant, condition, or agreement in this lease, and such default is not corrected within ten (10) days after receipt of written notice from Lessor to Lessee, Lessor may declare this lease, and all rights and interest created by it, to be terminated. Upon Lessor electing to terminate, this lease shall cease and come to an end as if that were the day originally fixed herein for the expiration of the term hereof. Lessor, his agent or attorney, may resume possession of the premises and relet the same for the remainder of the term at the best rent Lessor, his agent or attorney, may obtain for the account of Lessee, who shall make good any deficiency. Other Remedies 8 . 02 . Any termination of this lease as herein provided shall not relieve Lessee from the payment of any sum or sums that shall be due and payable to Lessor hereunder, and any claim for damages then or theretofore accruing against Lessee hereunder, and any such termination shall not prevent Lessor from enforcing the payment for by law, or from recovering damages from Lessee for any default thereunder. All rights, options, and remedies of Lessor contained in this lease shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Lessor shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this lease. ARTICLE 9 . GENERAL PROTECTIVE PROVISIONS No Waiver 9 . 01. No waiver by Lessor of any default or breach of any covenant condition, or stipulation herein contained shall be treated as a waiver of any subsequent default or breach of the same or any other covenant, condition, or stipulation hereof. Use Clause 9. 02 . Lessee agrees to keep the road to be constructed on the leased premises open to the public for the public ' s use. Page of pages Agenda Item No. Use Clause 9 .03. Until the new road is complete, the Lessee ' s trash disposal vehicles shall use only the Parker Ranch Road as an access route to and from its sanitary landfill Repair Clause 9 . 04. Lessee shall maintain and repair the Parker Ranch Road during the time its trash disposal vehicles use said road as an access route to and from its sanitary lanfill; and after Lessee ceases to use said road as such an access route , Lessee shall repair and then existing damage which was incurred during the time Lessee used said road as such an access route. Use Clause 9 . 05. After the new road is complete, Lessee' s trash disposal vehicles shall not use any of Lessor' s roads , other than that portion of Parker Ranch Road which is a part of the new road, which is the subject of this agreement, as an access route to and from its sanitary landfill. ARTICLE 10. MISCELLANEOUS Delivery of Rents and Notices 10. 01. All rents or other sums , notices , demands , or requests from one party to another may be personally delivered or sent by mail,P Y Y certified or registered, postage prepaid, to the addresses stated in this paragraph, and shall be deemed to have been given at the time of personal delivery or at the time of mailing. All payments , notices , demands , or requests from Lessee to Lessor shall be given to Lessor at Room 202 , County Courthouse, Wichita Falls , Texas , or at such other address as Lessor shall request in writing. All payments , notices , demands , or requests from Lessor to Lessee shall be given to Lessee at c/o City Manager, P.O. Box 1431, Wichita Falls , Texas 76307, or at such other address as Lessee shall request in writing. Parties Bound 10. 02. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors , where permitted by this agreement. Texas Law to Apply 10.03. This agreement shall be construed under and in accordance with the laws of the State of Texas , and all obligations of the parties Page of pages Agenda Item No. created hereunder are performable in Wichita County, Texas. Legal Construction 10. 04 . In case any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. -- Prior Agreements Superseded 10 . 05 . This agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. Amendment 10. 06. No amendment, modification, or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof and duly executed by the parties hereto. Rights and Remedies Cumulative 10. 07 . The rights and remedies provided by this lease agreement are cumulative and the use of any one right or remedy by either party shall not preclude or waive its right to use any or all other remedies . Said rights and remedies are given in addition to any other rights the party may have by law, statute, ordinance, or otherwise. Attorney' s Fees 10. 08 . In the event Lessor or Lessee breaches any of the terms of this agreement whereby the party not in default employs attorneys to protect or enforce its rights hereunder and prevails , then the defaulting party agrees to pay the other party reasonable attorney' s fees so incurred by such other party. Time of Essence 10 . 09 . Time is of the essence of this agreement. Definitions 10. 10. As used herein the following terms shall have the following meanings : a) "New road" shall mean the road which Lessee has agreed to construct in Article 5 hereof. Page of pages Agenda Item No. b) "Trash disposal vehicles" shall mean Lessee ' s waste and debris disposal vehicles. THIS AGREEMENT has been executed by the parties on the date and year first above written. ATTEST: LESSOR: County of Wichita By:2/evi. Vernon Cannon, County C erk Tom Bacus, County Judge BY: Q0 J vi/ Fs1 72) O HELEN STAPLE ON, COUNTY CLERK CHIEF DEPUTY ATTEST: LESSEE: City of Wichita Falls BY: Wilma Thomas, City Clerk Stuart Bach, City Manager Page of pages Agenda Item No. EXHIBIT "A" All those certain lots , tracts and parcels of land lying and being situated in Wichita County, Texas , described as follows : TRACT ONE: - Beginning at the northwest corner of Block 37 , thence South along the west boundary line of said Block 37 , a distance of 1169.44 feet to the southwest corner of said Block 37 ; thence east 60 feet ; thence north 1169.44 feet ; thence west 60 feet to the place _ of beginning and containing 1. 61 acres of land. TRACT TWO: - Commencing at the northwest corner of Block 19 , of the South Side Farms ; thence south 2638. 8 feet to the southwest corner of said Block 19 ; thence east 60 feet ; thence north 2638. 8 feet ; thence west 60 feet to the place of beginning and containing 3. 64 acres of land. TRACT THREE: - Commencing at the northwest corner of Block 18 of the South Side Farms ; thence south along the west boundary line of said Block eighteen 2638. 8 feet to the southwest corner of said Block 18 ; thence east 60 feet ; thence north 2638. 8 feet ; thence west 60 feet to the place of beginning and containing 3. 64 acres of land . TRACT FOUR: - Beginning at the northwest corner of Block 17 of the South Side Farms thence along the west boundary of said Block 17 , 2638. 8 feet to the southwest corner of said Block 17 ; thence east 60 feet ; thence north 2638. 8 feet ; thence west 60 feet to the place of be- ginning and containing 3 . 64 acres of land. TRACT FIVE: - Commencing at the northwest corner of Block 16 of the South Side Farms ; thence south along the west boundary of said Block 16 , 2638. 8 feet to the southwest corner of said Block 16 ; thence east along the south boundary of said Block 16 , 433. 6 feet ; thence north 60 feet ; thence west 373. 6 feet ; thence north 2578. 8 feet to the north line of said Block 16 ; thence west along said north line to the place of beginning and containing 4. 1 acres of land. TRACT SIX: - Commencing at the northwest corner of Block 2 of the M. Ramsey Survey, Abstract #471 , thence south along the west line of said Block 2 , 2430. 5 feet to the county road; thence east 60 feet ; thence north 2430. 5 feet to the north line of said Block 2 ; thence west 60 feet to the place of beginning and containing 3. 35 acres of land. Page of pages Agenda Item No.