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HomeMy WebLinkAboutC2005-507 - 10/11/2005 - ApprovedPage 1of 17 KIWANIS PARK 8OF'I'BALL COMPLEX I.EASE & UEE AGREEMENT BETINEEN CITY OF CORPtJ8 CHRISTI AND CORPUS CHRISTI SENIOR ~3FTBALL ASSOCIATION STATE OF 'rEX.a~ § § COUNTY OF NUECES § KNOW ALL BY THEEE PRESENTS This lease is entered into by and between tyro City of Corpu~ Christi ("City"), a Texes horn, c, rule municipal corporation, ac~lng through its duly authorized City Manager, or the City Manager's designee, and COflPU8 CHRIS'r1 SENIOR 843F'FBALL AESOClA'noN ("l.e~aee"), a Texas nonprofit association, Corpu~ Christi, Texas, operating for the purpose of pmvtding sofltmll programs for the citizens of Corpus Christi, acting through [ts duly authorized President. Section 1. D~tlnltiorm. For the purpoees of this Lease: Ctiy means the City of Corpus Christi, Nueces County, Texas, a home rule rnunlclpal corporation. ~ Count//means the City Council of the City. City Manager means the City Manager of Ute City or the City Manager's de~dgnee. Eng/neer/ng ~ D/r~-'tor means the City's Director of Engineering ~ Ho/dover PerJod means any period of time in which the Lessee mmalrm In the Premises after the explfuUon of the original term of this Lease and continues to I~mVfl:le conside,u~on in lieu of paying rent to the City under the terms of this lease. I~t~ means buildings and other structures located on the Premises. Leese means this document. Including all attachmer,[s and exhll:4ts that are to In this document. /_ea~ee means CORPUS CHRIETI SENIOR 8OF'rl],,M.L A88OClA'nON, a Texas nonprofit association. Corpus Chdsti, Texas. Parks and ~Uon means the City's Parks and Recreation Depa, b,ent. DJ~ moan6 th6 City's Diroctor of Parks 8nd RocreBtJon or the Director'6 designee. Pren~aes means a tract or parcel of land at Kiwanis Park designated as shown on the attached drawing, Exhibit Al, together with all Impmverno~L~. I 0/1 i/(~; ,,cc.s- 6olltd L e~lJ 6y~l.doc 0rd02650~ I '( 'i~a,or ~l'tl)all Page 2 of 17 Rel/u/ar houm of opemt/on means the regularly scheduled houm of I_eeaee'a operation. Manager means the City's Director of Risk Management or the Rlak designee. S/gri means any signs, advertisements, notices, or other lettering that am exhlbltecl, ~nscflbed, pelnted, erected, or affixed on or about the Premises, or any part of the Section 2. Purpoae. The purpose of this Lease, between the City and Lea~ee, is to enable Lessee to provide softball progmrns for the citizens of Corpus Christi. Lessee may rK)t operate the Leased Premises for any other purpose without the prior w~-~'u~n approval of the Director. Section 3. I.eaaed Pmmlae~. The Leased Premises Is a tract or parcel of land In Kiwanis Park deeignatecl as shown on the drawing attached as F..Mflbit Al, together with all Improvements. Section 4. ~ of ~ Pmmlaes Subject to Leaae. The Leeaee's uae of the Leased Premises Is subject to the terms and conditions In this lease. The de, lied conditions for using the Leased Premisee am contained In the attached Exhll~t .42. Exhibit A2 may be amended as often as necessary upon mutual agreement by ~ Director and the Lessee. This lease Is made In consideration of the mutual promb~s and covenants contained In this lease Section 5. Limitation of Leaaehold. City does not warrant Its title to I~ Leased I:h-emises This Lease and the rights and privileges granted Leaeae In and to ~ Leased Premises are subject to all covenants, conditions, restrictions, and ~ of record or apparent. Nothing contained in this Lease may be construed to Imply the conveyance to Leasee of rlgh[~ in the Leased Premises that exceed thoee owned by Section 6. Term. Subject to all provisions of this Lease, City lealee the Pmmisee to Lessee for a term of five (5) years. However, either party, wffh or without cause, may terminate this Lease by giving thirty (30) days written notice ~o the other party. Section ~,1 contains termination provisions for default. This Lease begins on theU~.-day of . ,- .' · -.. , 2005 (the day of final City Council approval). a. Lessee may continue to occupy the Premises after the expiration of this Lease on a month-to--rnonth tenarmy if the Leseee continues to provide cor~dau~n In lieu of paying monthly rant as required by this lease, and upon the &ama terms and conditions as set out ,n this lease b. The Holdover Period may not exceed six months in length. c. The City Manager has ttm absolute right to tefrnlna~e the month-to-rno~ tenancy with or without cause upon thirty (30) days w~T'u~n noaca to Lessee. H LF~.4.1'~R~aR Do~e'~,~.~w~.0'~2[X: Kr**~ P3rkCC~' ~:dtball Le.~ Page 3 of 17 Sect]on 7. Abandonment of ~ Pmml~e~. If the Lessee abandons the Leased Prer~se~ or If I~e Lessee fails to take possesskm of the Leased Premtses within ten days after commertcement of the term of this Lease, tJ~en this Lease s~all terminate automatically and City Manager may take Immediate possession of the Leased Premises 'Abandoned" means that the Leased Premises become vacant or deserted f~r a continuous period of thirty (30) days. Section 6. ~ of Uae. a. If Lesaee for any rsason ceases to use the Leaaed Promises for the purpose~ specified In Section 2, Lessee has the right dudng the first year following the cessation of use to terminate this Lease by wTItlen notice to the City Manager. b. The written notice of termination must be given at least three (3) monLh8 pdor to the effective date of termination. c. If the cessation of use occurs and continue8 for one year or longer, and Lessee does not exercise the right to terminate this Leaae, then the City may ~ this Leaae by gMng Lessee at least one (1) months notice prior to the effective termination date. d. Lessee's obligation to provide conalderatJon in lieu of paying rant ceas~ upon termination, but no consideration provided prior to termination will be refunded. e. During any cessation of use, Lmmee must maintain and regulate the uae and occupancy of the Leased Premises at Lesaee's expense aa 8pedfled In Sectlorm 2, 4.22, 24, 28. and 29. Section 9. Surrender. Lessee acknowledges and undemtands that the City's agreement to lease the Premises to Lessee Is expressly conditioned on the understanding that the Premises must be surrendered, upon the expiration, termination, or cancellation of this Lease, In as good a condition as received, reasonable u~e and wear, acts of C-.-.-.-.-.-.-.-.-~d. fire and flood damage or de~n where Lessee b without fault, excepted Section 10. Le~ Cormidemtlon. For and in cormlde~uUon of b'le dght~ and privileges granted in fl31s lease, and in lieu of lease payme.~ to the City, Levee must consa~, maintain, and operate a public softball program on the Promises. Further, Lessee must rnalntain the Premises by mowing, collecting Ntter, e{c. as directed In writing by the Director. Section 11. Bylaws/Cormtltutlon, and Membemh~p and [Jeer Requlmrrlent~; Houm and Terrrm of Oplrlt~n; Mst of Officem; ~ Rill)or, hie for Actlvttlll. a. Bylaw~/~on. Attached as E~hlbit B Is a certified copy of I.easee's BHaws/Con~n. Attached as Exhibit C Is a certified copy of Le~eee's Schedule of Activities, Houm and Terms of Ope~u[k)n, Membership and User Fee~. Membership and User Requireme,[u and Fees must be reasonable so that the Page 4 of 17 Premlsa~ and Improvements am reasonably available for m by th~ public. Exhlbl~ B ami C am collecUvely referred to aa 'operetlon decument~' Lessee may not make any change In the originals of any of these operation documen~ wffi~out prior written consent of the Director. The written consent and cef;;r~! copies revised operation documem must be attached to this lease as Exhlbit~. b. Ult of officers. Lessee must annually submit Its current ILst of Officers and Board of Directors to the Director. Llat will Include name, title, eddmaa, and phone number for each Officer. c. ~ re~lxm~lble for ac[;vttle~ on Prsml~. Notwithstanding any right of City to Inspect or approve any Improvement or actMty under this lease, Lessee covenants that It and Ils members are solely and exclusively responelble for all actlvffies on the Promises and have co.bul of the Premises; that the City has no responsibility for safety of, or any activity on, the Pmmtsea; and that Lessee shall not rely on any City inepect~on or action. Lessee is solely responsible for the safety of all achvfflea on the Premises. ~ectlon 12. AJteratlone. a. Lessee may not make any alterations, additions, or Impmverne, i= to, In, o~, or about the Premises, wffhout the prior w;~[un consent of the Director. Lessee must also obtain clearance from the Risk Manager as required by Section 29.f. of this Lease b. Lessee, If dim(ted by the Director, must construct and melntaln acrsenlng or other safety barriers to ensure, to the extent reasonable, that softballs are confined to the prernlso$. c. Prior to making any alteratl(ms, additions, or Improvements to, In, on, or about the Pmmisea, Lessee must submit the plans and speciflcatlona for the alterations, additions, or improvements to the Director. and Engineering Services Director for review and vw-rru=n consent. d. If the Director and Engineering Services Director consent to, and the Rlek Manager grants clearance for, the alte, ur~ons, additions, or Improvements, the Lessee shall obtain all required permits for the construction; and the construction Is subject to Inspection by the Director, Er~ginearlng Servicea Director, city's Building Official, and their designated represen[aiJves e. All approved alterations, improvements, and additions made by the Lessee upon the Premises, although at Les, see's own expense, shall, If not removed by Lessee at any termination or cancellation of this Lease, become the property of the City In fee simple wfl~3ut any other action or process of law. Lessee agrees to be co,-~[~ctually and financially reaponalbie for repairing any and all damage caused by the removal. If Items are installed in a manner that they become fixtures, the fixtures may not be removed by Lessee upon termination and become the property of ~ City. Page 5 of 17 Sect]on 13. Taxe., A~e~ment., Ucer~e~, and Feet. a. Lessee must pay, In full prior to each respective due date, all taxes, assesarne~b~, licenses, and fees required by the Lessee's use of Ihe Lea~cl Premises; l~ls includes, but La not limited to, any ad valorem taxes, pemonal Premises and any buildings, improvements, or fixtures appurtenant to ~ Leased Premises.. b. Lessee covena~ to pay, In full prior to each respective due date, payroll taxes. Medicare taxes, FICA taxes, unemployment taxes, and all other related taxes according to Circular E Employees Tax Guide, publication 15, as It may be amended. c. Lessee must provide proof of payment of all taxes w~thln 30 days after Director request~ proof of payment. Failure to pay or pmvtde proof of payment la gmunde to terminate this Lea~e. Section 14. No Debt~ Lei may not incur any debts or obligations on the credit of the City during b~e term of this Lease. and Including dudng any Holdover Period that may occur. Section 15. No Llen~. Lessee agrees not to permit any rnechank='s lien, materlalman's lien, tax lien, or any other lien to become attached to the Lea~cl Premises. or any part or parcel of the Leased Promises, or the impmverne.~ on the Leased Pmmi~es, because of any work or labor per[ormed by any mechanic, materials fumiahed by any materialman, or any other mason. Sect]on 16. A~lgnment ~ Subleasing. a. Lessee may not assign or encumber t~ls lease, wffhout the prior written consent of the City Manager, Any assignment or sublease must be approved In advance by the City Manager, which approval will not be unreasonably wffhheld. b. Upon approval of t~e assignment. Lessee may request the City to release Lessee [,um any further liability under the Lease. City will grant the release If the assignee covenants to assume all obligations and duflea of Lessee of l~ls Lease. c. Any atternpled assignment or sublet without the prior w~-~u~n consent of fl'~ City Manager renders this Lease void. d. N3 assignment of ~ Lease under l~e same terms and conditions is not an amendment of the Lease. e. Each pmvtsio~, term, covenant, obligation, and condition required to be performed by Lessee must be binding upon any assignee, and is partial consideration for City's consent to the assignment. Page 6 of 17 f. Any failure of ass~;Ir=c to StTICtJy comply with each provision, term, cover~nt, obl~lon, and condition in this lease may render this Lease null and void. Section 17. $1gna; Wamlng Signs Poeted. =- Lessee may not exhibit, inscribe, paint, erect, or -,'T'~x any sign at, o~, or about the Premises, or any part of this Lease, wiltx>ut the prior wdllen approval of the Director. b. The City may require Lessee to remove, repaint, or repair any Signs allowed. If LeSae~ do~8 not remove, repaint, or repair the Signs w~[hln ten (10) days of the Director's written demand, the City may elect to terminate this Lease a~mr ten (10) days w~'~n notice to Lessee. AJterna~Jvety, the City may do or cause the work to be done and Lessee shall pay the City's cos~ wffhln thirty (30) days of receipt of the Director's Invoice. If payment is not timely made, the City may terminate this Lease upon ten (10) days w,-~u~n notice to Lessee c. Lessee must post the Premises with s~gns warning ~ It Is a baseball field and no t~espassing Is allowed The Direck~r shall approve the wording on the signs and shall determine the placement of the signs Section 18. ~ Affecting Ol~eratl~n of Preml~e~ and Perl~'mance. Lessee shall comply with all Federal, State, and local laws, ordinances, rules, and regulations applicable to Lessee's oparatJon of the Premises and Leasee's performance under this Lease. This Lease is also subject to applicable provisions of the City Charter. Section 19. Non~l~.,rlmlnation. Lessee covenan~ and agrees that Lessee will not discriminate nor permIt discrimination against any parson or group of persons, w~h regard to employment and the provision of services at, on, or In the Premises, o~ the grounds of mca, religion, national origin, marital status, sex, age, dlseblllty, or In any manner prohibited by the laws of the UnIted States or the State of Texas. The City hereby reserves the right to take the action as the United States may direct to enforce this covenant. Sectlen 2~. Drug Policy. Lessee must adopt a Drug Fmc Workplace and drug testing policy that substantially confo,,,s to the City's policy. Secth>n 21. Vl~en~e Policy. Lessee must adopt a Violence In the Workplace and related h~rlng policy that substantially conforms to the Clb/s potlcy. Sectle~ 22. Maintenance. Lessee shall rnalntain the Leased Prernlses and all ~mpmvements In good and safe condition dudng the Lease term. Section 23. Fumltum, Flxture~, ami Equlpmeet a. It is unde~'u.~d that Lessee is responsible for fumishlng and erlulpplng the Premises and that the City has no obligation to fumlsh any equipment or fumlshlngs for Lessee. Page 7 of 17 b. AJI personal property and trade fixtures fumlahed by or on behalf of Lessee ~ema~n the property of the Lessee. unless the personal property and trade ffxtun~ are specifically donated to the City dudng the term of this Lease or any Holdover c. The Director re[sins the right to approve all fumtshings and fixtures that may be ~nstalled in the Fh'emises. dudng the term of this Lease and any Holdover Period, prior to Instellatlon. Section 24. Utllltfl~. The attached Exhibit A2 governs the responsJ~ for utlifles. Section 25. City'e Right of Irmpection. Any officer or authorized employee of the City may enter upon the Premises, at all reasonable times and wtt~out notice, to det~,~lne whether Lessee is pmvtdlng maintenance In accordance with and as required by Section 22 or for any other purpose Incidental to the City's retained rights of and In the Promises Section 26. Director's Right to Access Premise~ In Emergency. a. Lessee shall provide the Director w~h keys to the Promises, and a currant list of names and phone numbers, for use by the Director. In the event of an emergency. b. The Director has the right to enter the premises dudng the regular houm of opemtJon or at anytime in an emergency. Section 27. City Uae. The City re[sins the right to use or cross the Preml~e~ ~ ~tlllty lines and easeme~a[s. City may exercise these righ~ witho~ compensetkm to Lessee for damages to the Premises [~urn Ina~lllng, maintaining, repairing, or removing the utility Ilrms and easements. City must use reasonable Judgment In locating the utility lines and easeme.[t~ to minimize damage to the Promises. Section 28. Indemnity. In consideration of allowing Lessee to use the Premises, Lessee ("lndemnltor") covener~ to fu//y indemnify, MYe and hold harmless the City, Its officers, sgent~, representatives, and emp/oyees (collectively, "lndemnltee~") from and against any and all liability, loss, damages, claims, demands, suits, and causes of action of any nature whatsoever asserted against or recovered from City on account of Injury or damage to person including, without Ilmltadon on claims, or property loss or damage of any other Idnd whatsoever, to the extent any Injury, damage, or loss may be incident to, arise out of, be caused by, or be In any way connected with, either proximately or remotely, wholly or in part: ( f ) Lessee fs performa~ under this Lease; (2) Lessee~s use of the Premises and any and all a~ associated with the Lessee's use of the Premises under this Lease; Page 8 of 17 regulation, ordinance, or government order of any kind pertaining, directly or indlrect~, to this Lease; (4) the exercise of rights under this Lease; or (5) an act or omission on the part of Lessee, its officers, employees, agents, or representatfves or of Indemnltees, or any of them, pertaining to this Lease, regardless of whether the Injury, damage, loss, violation, exercise of rights, act, or omission Is caused or is claimed to be caused by the contributing or concurrent negligence of Indemnitees, or any of them, but not If caused by the sole negligence of Indemnltees, or any of them, unmixed with the fault of any other person or entfty, and Including all expenses of lltfga~, court costs, and attorneys' fees, which arise, or are claimed to arise, out of or In connection with the asserted or recovered Incident. Lessee covenants and agrees that, if City is made a party to any litigation against Lessee or In any litigation commenced by any party, other than Lessee, re/at/ng to this Lease, Lessee shall, upon receipt of reasonable notice regarding commencement of litigation, at Its own expense, Investfgate all claims and demands, attend to their settlement or other disposition, defend City in all ac~ns relaffng to this Lease with legal counsel satisfactory to the City Atto,,,ey, and pay all charges of attorneys and all other costs and expenses of any kind whatsoever arising from the liability, Injury, damage, loss, demand, claim, or action. Sect]on 29. Insurance. a. Lessee s~all secure and maintain at Lessee'$ expense, dudng the t~rm of thl~ Lease, Insurance of the type and with the amount of coverage shown on the attached Exhibit D, which Is incorporated in this Lease by reference. I_e~mee shall uae an Insurance company or companies acceptable to the Risk Manager. Failure to maintain the Insurance during the term of this Lea~e, at the limits and requireme.l~ shown on Exhibit D. con~U[utes grounds for termination of this Lease. b. The Certificate of Ineumnce must be eent to the Risk Manager prior to occupancy of and operations at the Premises. The Certificate of Insurance must pmvtcle that the City will have thirty (30) days advance wrltte~ notice of carm~latlon, Intent to not renew material change, or termination of any coverage requlrecl in this Lease. c. Lessee shall provide, dudng the term of this Lease, copies of afl Insurance policies to the Risk Manager upon w, lLben request by the City Manager. Page 9 of 17 d. The Risk Manager ,u~ns th~ right to annually review the amount and type~ of ~nsumnce ma~ntalnad by Lessee, to require Increased coverage limits, ff necessary ~n the interest of public heal~, safety, or weffam, and to decrease coverage, ff so wan'anted. In the event of any necessary increase, Lsesee must receNe b'lhty (30) days w~ltte~ notice prior to the effective date of the mquimrnant to o{:~aln Increased coverage. e. If alcoholic beverages am served on or in any Premises covered by this Lease, the Lessee shall additionally obtain or cause to be obtalnad alcoholic beverage liability Insumnco In the amount of one million dollars ($1,000,000.00) covering ~ event or time period when alcoholic beverages am to be served. f, Lessee shall, prior to any addition or alteration to, In, on, or about the Promises, obtain prior clearance, In writing, hum the Rink Manager lhat the proposed addition or alteration will not necessitate a change or modification In the existing Insurance coverage mal~[alned by Lessee. This clearance is in addition to the prior consent requlr~:l by Section 12(a) of this lease. ~'tlon 3~. De~'~llt. The following events constitute de[suit under this Lease: { 1 ) Failure to pm,vide consideration In lieu of paying rant or failure to make other payments under this Lease, (2) Failure to pay utilities before the due date {3) Failure to perform scheduled maintenance. ~ 4) Abandonment of the Premises. (5) Failure to maintain any insurance coverages required In ~ lease. (6) Failure to timely pay City's invoice for the removal, mpalntlng, or repelr of any Signs at l~e Premises. (7) Failure to keep, perform, and observe any other promises, covenants and conditions contained in this Lease. ~ectlon 31. City's Remedle~ on I. ea~ee'a Default. Upon the occurrence of any event of de[suit, City, at its option, in addrdon to any other remedy or right given under this Lease or by law, may do one or mom of the following: (1) City may give notice to Lessee that this Lease terminates upon the date specified in the notice, which date will be no earlier than five (5) days after the gMng of the (2) Immediately or at any time after the occurrence of the event of d~'ault and wtthout notice or demand, or upon the date specified In a notice, If given, or In any notice Issued under law, City may enter Into and upon l~e Leased Promises and Page 10 of 17 re~ke po~ession, by legal proceedings or otherwise, expel Leasee and anyone cla~mlng through or under Lessee, remove Leasee's or a claimant's goods and effects, forcibly, If necessary, and ~k~re the goods in the name and at the expense of LeSS~. Section 32. Enforcement Coat~. If the City flle~ any legal action or proceeding to repossees the Premises. collect the lease payment(s) due under this Lease, collect for any damages to the Promises, or to enforce in any other way the pmWalorm of this Lease, Lessee agrees to pay all court co~ and expenses and the sum that a court of competent Jurisdiction adjudges as reasonable attorneys' fees In the action or proceeding, or ~n an appeal, if a judgment Is rendered In favor of the City. Section 33. Modlflcatlona. No provision of this Lease may be changed, modlflad, or waived, unless the change, rnodlflcatlon, or waiver Is made In writing and signed by ~emons authodzad to sign agreeme.~ on behalf of each party. Section 34. Contact Perm3n/I.ea~e Administrator. For this Lease, the City's contact oerson and lease administrator is the Director SectJon 35. NctJc~. a. NI notices, demands, requests, or replies prov~ed for or permlttod under this Lease by either party must be In writing and must be delivered by one of the following rnethods: (I) by personal delivery; (11) by deposit v~ih ~e United States Pos~l Service as certified or registered mall, retum receipt mquestecl, postage prepaid; (111) by prepaid tetegmm; (iv) by depose wffh an ovemlght express delivery service, for which service has been prepaid: or(v) byfax tmrmmlsalon. b. Notice deposited with the United States Postal Service In the manner dsecrlbed above will be deemed effective two (2) b(Jsirmss days after deposit with the United Si~[es Postal Service. Notice by telegram or overnight express delivery service will be dccmad effective one (1) business day ulcer transmission to the telegraph company or overnight express carrier. Notice by fax tmnsrnbmion will be deemed elfec~ve upon transmission with proof of delivery. c. All the communications must only be made to the following: IF TO CrTY: IF TO LESSEE: City of Corpus Christi President Parks and Recreation Dept. Corpus Chdstl Senior Softball Am~)ciatlon P O. Box 9277 1442 Maryiand Corpus Christi, TX 78469-9277 Corpus Christi, TX 78415 At'm: Director of Parks & Recreation (381) 852-3497 H 4. E(3- DIR-O~I;I~c'~]?23OC.KN~P~rCC.~- 843~1~J, le~.e 5~n.ckx: Page 11 of 17 !361 ) 880-3484 d. Either party may change the address to which notice Is sent by using a method set out In subsection a. of this section. Lessee shall notify rite City of an addma~ change within ten (10) days after the address Is changed. Section 36. Force Majeure. No party to this Lease shall be liable for delays or failures ~n performance due to any cause beyond the party's control IncJudlng, w~hout limitation, any delays or failures In performance caused by strikes, lock outs, fires, act~ of C.-.-.-.-.-.-.-.-.-~d or the public enemy, common carrier, severn Inciement weather, riots or li~erfer~nce by ~vil or military authorities. The delays or failures to perform extend the period of perfo,.~nce until these exigencies have been removed. The Lessee shall Info.. the City in w. Ung of proof of the force majeure within three (3) bu~lneas days or otherwtea waive this right as a defense. Seotlon 37. Re.tire. hip of Parties. This Lease establishes a landlord/tenant relationship, and no other relationship. This Lease must be cor.~ concJuaJvely In favor of that mla'donshlp. In perfo,,,,ing this Lease, the City and Lessee w~ each act In an individual capacity and not as agents, representatives, employee~, employem, partners, joint-venturers, or associates of one another. The empk)yeas or agents of either party may not be. nor be construed to be, the empioyeea or age.~a of the off'mr ~arty for any purpose. Section 38. Not for Benefit of Third Parties. This Lease is only for b'm ben~[ of the City and Lessee, and no third party has any rights or ctalma under this Lease or against the City. Section 38. Publics'don Coe~. Leseae shall pay for the cost of publishing the Lease descrlpUon and misted ordlnanca, as required by the City's Charter, In rite legal section 3f the local newspaper. Section 40. Interpretation. This Lease shall be interpYe~ed according to the Texas laws that govem the interp~-e~ation of contTa~:la. Venue lies in Nuecea County, Texas, where this Lease was antered Into and will be parfo,,,,ed. Section 41. Survival of Terrrm. Termination or expiration of this Lease for any reason does not release efiher party from any Ilabll~les or obligations under this Lease that (a) the parties have expressly agreed survive any the termination or expimUon; (b) remain to be perfo.~scl: or (c) by their nature would be intended to be applicable following rite termination or expiration of this Lease Section 42. CardJon~. The captions utilized in this Lease are for convenlance only and do not in any way limit or amplify the terms or provisions of this Lease. Section 43. Sevemblllty. a. It is the definite intent of the par'des to this Lease that every section, paragraph, subdMslon, clause, provision, phrase, or word of this Lease be given full force and H ~-E~:, DIR, CY4~.[]O~I~P:~,&F.I~C~05 O?Z2DC K,m~r~m F~CC.~ ~ l~ee 5~ Page 12 of 17 effect for its purpose. T'he,-efom, if, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Lease or the al~lcatlon of this Lease to any pemon or circumstance Is, to any extent, hell INegal, Invalid, or unenforceable under present or future law or by a final Judgment of a court of competent Jurisdiction, then the remainder of this Lease, or the application of the term or provision to persons or circurnstancas other than those as to wtlld~ It Is held ~llega~ invalid, or unenforceable, will not be affected by bhe law or Judgment. b. To the extent that any clause or pmvtelon is held Illegal, ira. slid, or unenforceable under present or future law effective during the term of this Lease, then the remainder of this Lease Is not affected, and in lieu of any Illegal, Invalid, or unenforceable clause or provision, a clause or provision, as slmller In terms to the illegal, Invalid, or une.[urceable clause or provision as may be ~ and be legal, valid, and enforceable, will be added to this Lease autornatlcally. S~'tlon 44. Venue. Venue Ilas in Nueces County, Texas, where this lease was entered Into and will be performed Section 45. Entirety Claume. This Lease and the attachrne.~ and exhibits ,ncorpomted In~o this Lease corr~JbJte the errtlm agrearne~t between the City and Lessee for the purpose granted. Ail othe~ agrearne,~b~, pmmisea, reo~4tetfo~s, and understandings, oral or otherwise, with reference to the subject matter of this Lease, ~Jnless contained in this Lease are expreeah? revoked, as the parties Intend to provide for a complete undembandlng within the provisions of this Lease and Its exhlb~ of the terms, conditions, pmmlsas, and covana.b~ misting to Laseae's opamttons and the Premises to be used in the operations. Section 45. Binding t.em. It is further mutually understood and agreed that the covenants and agmemen~ contained In the Lease, to be performed by the reepec'dve oartles, are binding on the parties, and their reepactNe euccassom and asNgns. Sec[;on 47. Acknowl~lgment. Each party expressly agrees that It has indepanderfdy read and unde,~uod this Lease. By Leasee's execution of this Lease, Lessee acknowledges and understands that this Lease is not binding on the City until properly author~,:l by the City Council and executed by the Ctty Manager, or designee. Page 13of 17 EXECU~EO ~N ~U~UC^~E Om~'.~.S o. ~ !i~;~y of {~,c~. 2o05. B~: Presk:le~ '~, ;~rr~EE: C .O~...~ ~_..._._~SENIOR SOFTBALL A880CIATIO N STATE OF TEXA~ COUNTY OFNUECES Thlslnstr~.ment was acknowledged before me ~ ,- L,,.. I.% ,2005, by -:.,~x~" _~1~-~ , President of Corpus Christi Sen~or Softball AssodaUon, a Texas non~woffi association, on behalf of the associaUon. Notary Pu-"bllc, State of Texas Printed Name:___~ Seal' ExphuUon Date: ~'~,'.~c 3 Page 14of 17 ~;~OVED 22 July 2005 Doyle D. Curtis Chief, Admln~[~,4Jve Law Section Senior Assistant City Attorney For City Attorney STATE OF TEXAS ~ COUNTY OF NUECE~ § ,~.. ~ Thlslnstrumentwasacknowled~mmeon I'~'1~(~1'~ /~ ,2005, by George K. Noe, City Manager of the City of Corpus'Christi, a Texas homc rule Municipal Corporation, c~behalf of the corpo[u[~on. Notary Public, State of Texas ~,~r'.& ~ ~ ~ Printed Name: ~%-~ .,,,,~,,.. ~oo~ ExpimtJon Date: H J_EG ~ Page 15 of 17 EXHIBIT A2 DETAILED CONDR'IO~$ FOR USING PREI~ISE8 CITY OF CORPUS CHRIS'n, TEXAS KIWANIS PARK ~OFTBALL COMPLEX LEASE & USE AGREEMENT WITH THE CORPUS CHRISTI SENIOR ~OFTBALL A~8OCIAT1ON This Exhibit A2 contains detailed conditions f~r using the Premises ('Pmml~e~'). This ExhlbitA2 Is attached to and governed by, and the Pmml~e~ Is defined In, the K]wanl~ Park Softball Complex ~ and U~e Agreement between the City Of Corpus Christi Texas and Corpus Christi Senior So~'~sll Assocla'don. ~,~7~ 1. , ee~ee Beryl--,r~ Reem:~lbllitlee. ~.. ,~'~ l.l~e~bell. Annually Lessee will offer up to 3 8easeee o~ up to-~-gamee each and playoffs u;~,-r each season. Softball will be offered at various different sldll levels. ~ may also hold toumamants with dates to be determined in conference with Parl~ Director. Dates of the toumama.L~ must be requea~,d as soon as poeslble each year. The Parks Director will Inform ~ as soon a8 dates have been determined. All members of all teams playing on Lee~ee'a Premises must be registered with a nafio~slly recognized softball organization. ~ may grant use ngh~ for Lee~es'a Premises to nationally recognized softball organization registered teams for pmcttce. 1.2City U~e. If ~ ia not using its Premises, City may use any or all of the area for recreational purposes. The City reserves the right to accept tournament play at any City so~'~.~all field at the rote schedu~ established by the Park and Recreetk~ Fee Or0inance. These toumamenL~ will be indepeede~t of any tournament associated w~[;, the regular adult league play. 1.3M-inten-m:~. I.e~aee must maintain the Premises. If I.e~aee fells to perform maintenance tasks as scheduled, or falls to perform re~slrs In a timely manner, City may do so and bill I.e~ee. ~ must pay City W~bL~ln 30 days alter Parlea Dlrectm~s wH[ie~ demand. At a minimum, rnalntenance Includes: a. Lessee shall pick up and properly dispose of litter on a dally besls whenever the Premises am being used and weekly during the rest of the year, Lessee shall keep the Premises (Including any buildings, permanent or temporary) ope, u{ional and In good repair, Including, but not limited to, lining the playing field, putting out and taking up the bases each evening, maintaining the infield, and cleaning and mairrlainlng the Inferior of the buildings and mstrooms. Lessee shall keep safe and in good repair the bleachers; Lessee must repair the bleachers within 4.8 hours after the need for repair Is, or should have been discovered Page 16 of 17 Lessee must Irnrnadlately report any vandalism to the Parka Director, or his designee, and the Corpus Chdsti Police Depa~b~nt, Nueces County, Texas; e. Lessee must keep any parldng areas and access roads ;'f~e of debris, pmparly designated, and free of potholes In accordance with ~ndards issued by the Parka Director. Lessee must repair potholes using the appropriate material, concrete or asphalt, within ten (10) worldng days after the nccd for repair Is or should have been discovered; f. Lessee must ensure that parking is confined to designated areas; Lessee must maintain the Promises within the Lease boundary lines. Lessee shall be responsible for maintaining the gross at e safe height not to exccccl six (6) inches. Lessee will water the Promises, In compl, ance with any effective drought plan. 1.4Reoi~tmtkxl, etc. Lessee will promote the program so that rite public is aware of the organization's activities. ~ will conduct all regli~a[k)n, take all fees, schedule all games, including makeup games and playoff games, and provide trophies for the top team in each league. 1.5~11t1~. Where practical, as determined in the sole discretion of Par~/:l/rector, ~ must install and pay for its own utility meters and Lessee must have all utility service providers bill ~ for all utilities. I.eaaee must promptly pay ell utility bills so that none of those bills become delinquent. Lessee must pay for all utilities, such as electricity, water, wastewater, solid west, and phone associated with Its usage of the Premises. Electricity for field lights will be billed at the establish~ fee of $8 00/hr for night games. 1.11Field Playability. The City reserves the right to cancel play at Premises when field conditions, as determined by the Athletics Program Manager, may caues player ~nJury or damage to the Premises. Every effort will be made to dete,.Ine condltk3na by 4:00 p.m. unless there is rain or other bad weuU~er after 4:00 p.m. In which case the Athletic Supervisor will notify ~ as soon as the adverse conditions have been determined. 1.TUmDIr~. I.ea~ee must provide and pay for umpires for each scheduled game. 1.8Comolalnt N~Jce. I..easee will post a notme at Premises, In a form approved by the Park~ Director, that if any participant or spac/a~r has any complaints or concerns they may contact the City at 880-3461 and talk to the Parka Director, or designee. 2.1 Debt ~er~,,e. City will pay bond debt for Premises. Page 17of 17 2.2M-Intenance. City will maintain the ames outside of the Premises dete,,,Ined by thle lease. 2.3tam,tM Imm~wem~. City will fund capital Improvements determined by rite City bhat am needed at its discretion 2.4 ~ Plrlort. Fo~ the Lease, the City's contact person Is tile Park~ Director. LEGE.ND EXHIBIT B CORPUS CimLgrl SENIOR ~g)~! J, ,~,q.qOC-qATlON Cerl~a ~ T~ CO~ON AR'TIC~.~ ! -N~me 1'nh orpnt--*k,~, · -oe-preflt a~adnth~ ekd be known aa the COR.PI~ b~tkela~ '4 (fMthe-~-;.,,t.-Ll~..of'tJteC'CBBAoccordiqtotJt~edb,,...~,.e( ART~O~ V- 1'ne CCSS~ shal toudu~ bedmss at m replar or cdtd meetiq u directed in the ~y prop(Mal oF pi:lr;~--k for al a[ :_~d' _--t to ftry part or ibe -~t~.~k IIIItbe in ~ W tilt ~ at · r~ meet~ Two reldinp o~ the p~irIHd ARTICLE VII- D' -I.~k- o~ fu,. fbrflte pmltWt~of' keeplmG,f~'~otapB. 11mqeptmpkg~be l)S0 +; 2) SS 4.; :3) ~0 -~, ,&)dS +. Age.h-nb, "" '~" by t valid ddver's ~ · L Ns-' -'k.-- fm- board members dud be ruf:dved dmbj the Ism moath ef the mu"- it-- shd be bdd adbr the lit rupdsr semm pma ARTICLE II1- TY, RMS OF OFFICE l~e 'I~RM OF the prmkkat and vice-prmkk~t char be TWO (~) ~ Neither Tim TERM OF TRE :~ ,~,~ nmi tremsr~' sk~ be THRI~ (3) ~ ~ Sec.! - EXECU'IT~ COMMITI'EE b) He slmfl flsmbh a flnmm~ telm~ at all - ' pc k a,-__-, ~ tesetofboobo~ali- wtthreconh, checkbook, and bas~..~ ' ORDE~ OF BI.mINESS AT REGULARLY SCH~DUI. m) MEETINGS 4 EXHIBIT C Senior SoffhMI Coven=m. 2 EligiMIEyforMembMlhip: Membemhtpisopentoatlpersorm~eoundrnonalvaluee. Memben~ will be ct~aified a~ 'act~w' ~laye~) m-~d in~c~v~ (a~p~wt~ and ~pon~or~). Actrve members must provide proc~ of age. 30rganiz. ltlon rnaink)nance, rules and play acheclul~g, and pubilc relations. Co.u,MIic3 chairmen will form commitWee, at their crw::r~on from as~oci"'~n ~..Io asast in lx'ojec~ neceseary 31). Board electior~ w~l be held a(3mefime during the last qumler of eech year. Past~ membe~ and a~)rmltes can be re-eWcted. In event a board member ia no longer abm tD eerve. b) In event m~ elecl~d board member can no longer serve, an altem~e will take It. place. c) A board member can be im~ by 100~ vote 13y the ob'~' boa~l ~. 4. Intm~ Toproviclese~ic~me~,ov~'age50, achanceto~ina~organl:z~laol'd:~l league in the city of Coq:xm ChriS. 5 Teanm: Teams must consist of twelve ptaye~. Leagues for play will civided inlo 50-54 (+50). 55-59(+55),60-64 (+60), and65+ agegraJ;m. Selec~ono~pia,/e~mustfoaowruIM a) Eligibility - Playem mu~t have reached ~ flffie~ birthday ~ ~ ~ year or tt-le year itl wl'l~ I1~/Y~sh to play. b) A player mu~ live v~hi~ one h~'~lred mlle~ of Cerpu. CI'~i~. c) Playa~ can Itay in any ar~l all age groupe if m~:l ~ ~) pl~ym' d) A player, ~ ~ k) play wi~ a teem, cannot ct'~mge tMnm un61 the end ,4mmx~lion. ~r hi~ team. Team playem selected by draft of all eligible playem. Dralt order w~ be a) Leegu~ ~ w~ll divided into +50, +60, +65 ~ graups. There ,,,~11 be three (~ four. provided there is enough interest) see~:ms o1' play for each age group during a calen(~ year. A double elirnina~n kxxnament will be ~egn::xsp. SeniorAseoci~on's wi~l~~arsf~-poataeason play. b) Every player, unless absent or irY~med, must bet at least one time d~tng a game. or after seven Innings, an ex~-a inning, or innings wll be I:~il~x:l. Each ~ oflhe extra inninos,~ll start with two outs. D~'lnothe~,x~= innings, each m ^lx~amcan~rtplay~th nineormem~ I-Iowever, in event fewer c) subsequem I~n home runs, batter will be ree,e~led a one ba~e t~ f) I~. ~ a team m, ~, play in a shirt of similig color wtlh mmimr ~ TI'is sxcep~:~ shai ~ for ooe ~mne dudno each sessk~ of lesgus play tri~ play-off Games. b) Balls - Each team shall finnish one new softbM (or 'like new', as approved by ~ umpire) ¢or each osme Ball must be ASA approved, red ~ilch, 0.47. 1~ ~irulrm ~<:hedu#Jf~x'+~O I ,IIBi~ - Tham~ be a aingle elimim~km k3m.~mer~for all m m~ Fi~ ~ ~, F~ 14. ~~ ~n ~T~, F~ 17, ~ I~ ~, ~ ~ ~ a ~ ~m~ ~ ~ ~ ~ ~~ ~1. L~~~H ~~ ~ F~7. Corpu~ Christi Senior 8oftb~ll A~ocl~on Monday, Tueedey, and V~Jl~et,J f from 7:00 p.m. to 10:00 p.m. I ce,-~ that th/a document ~ a true and conact co/W and/ms not EX]'~IT D I F~FF'8 LL*RII rTY INSU~ LMMe must ,-~ cemrnen~ work under t~kl agn)ement urWl In~tJ~r~ nKlUinKI hemin hal been ~ md luch Insurance hm t)een el~X'oved by Ihe Clty. Lmme mm not Mow any m a)~JL, k) comrnence work untl d Mnkr In au m .,,,~ required o~ the e,Ax:¢,, ¢0 %- hm been (H:dakled. Leseee mum krn~ to h'm City'- R~X ~, (two) 2 cop~ c~ Ce~ica~ of Irm.ranc~ .bowing h'm fo&Mf~ mk~cm coveraoo by rnsuramo ~per~s) accoplablo to t~e Cltys RJ~ Mm'urge'. The Clty mu=l be tiro'red m an adcaJa'ul Irmz~f for mi IM311lty I)o4ides and n bMnkM w~h~e~ of su[xogaflrm ~ mqulnKI on M appGatie p(]lldei. o/Ga/K:MIMJon roi' non p_~,,~- ~ ia requll'~l (m MI :lJIl(* ' _ ' 1. Commercial Form 4. ContractuM Llabl~ 7. ~ ~u~ Lklmx' MINmUM BISU~ANCE ~ Per occurm(ce I ~ggreglIe S1.000,000 COMI~NEI) 81~ UMff Ap~ ffl~ ~ m'~ on pmmbM $1 ,ooo,o(~ C. In the even~ of ~a:tdena c~ any Idnd, LM~ee mu~t fumit lhe f~k Mi-agar ~lh mplel a' iI mportl of lud~ m ~ te~ (~ 0) days o~ the .cc~:Jent Il. ADDITION~ I~:QUIF~FMFN'I'~ A. CarUflcme of Imrance: * TheCayM'~Chrietl muir benemed man--' -i~u.- 'lflsm~dofllhokd31~cno~noe, m'tdiblmk~twuMr * The nMne o1' lbo pro~ mu~t be Ibled unde~ 'De~ o~ O~' * Atamln~um, a30.daywrll~mnetk~ofmMerlalcMnga,~,¢ . · C;norWmlni~na,xlolOday '.'dllan ~ of (.-,~, ~tkm fa' non-paymeflt tu required. ff u~e C~lllc~ o~ In~w~.__ en b fac~ do~ no~ .ho~ the m of lhe CO~lge r~lulmd by Irma 1.B (1~, m authorb~l ~ ~ ~ ~ m~ ~ ~ ~ ~~ ~ ~ 1.B. (1~ ~