HomeMy WebLinkAboutResolution No. 05-02
CITY OF THE COLONY, TEXAS
/ RESOLUTION NO. 05"-Q ~
A RESOLUTION OF THE CITY OF THE COLONY, TEXAS,
VOIDING THE PREVIOUSL Y APPROVED DEVELOPMENT
AGREEMENT AND GROUND LEASE AGREEMENT WITH
MARINE QUEST, INC. FOR THE SUBLEASE (OPERATION AND
MAINTENANCE) OF HIDDEN COVE PARK AND APPROVING
THE REVISED VERSIONS OF SAME ATTACHED HERETO AS
EXHIBIT" A"
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF THE COLONY, TEXAS:
Section 1. That the City Council of the City of The Colony, Texas, hereby approves
the revised versions of the Development Agreement and Ground lease agreement with
Marine Quest, Inc. as attached hereto as Exhibit "A".
Section 2. That the City Council hereby supercedes the prior approval of the
Development Agreement and Ground Lease Agreement on December 17, 2004.
Section 3. That a true and correct copy of the Agreements are attached hereto and
incorporated herein.
Section 4. That this resolution shall take effect immediately from and after its
passage.
PASSED AND APPROVED by the City Council of the City of The Colony,
Texas, this 3rd day of January, 2005. ~~~
Joln Dillard, Mayor
Cit., of The Colony, Texas
kL~ bJ~~yJ
istie Wilson, TRMC, City Secretary
STATE OF TEXAS ~
~ DEVELOPMENT AGREEMENT
COUNTY OF DENTON ~
This agreement ("Agreement") is made by and between the City of The Colony,
Texas (the "City"), and Marine Quest, Inc., Dwight Bosworth and Marcel Bosworth,
(collectively referred to as the "Developer"), acting by and through their duly authorized
representatives.
R E C I TAL S:
WHEREAS, the City desires to develop that certain portion of Hidden Cove Park
(the "Property") as depicted in Exhibit "A", which is attached hereto and incorporated
herein by reference; and
WHEREAS, the Developer desires and has entered into a twenty-five (25) year
Lease Agreement, which is attached hereto and incorporated herein as Exhibit "B," with
the City to develop the Property under the terms and conditions provided herein; and
WHEREAS, the Developer has prepared and submitted to the City a ten (10) year
plan for the new development and maintenance improvements ("Project") to be
performed in phases over the term of this Agreement; and
WHEREAS, the parties desire to enter into an agreement pursuant to Texas Local
Government Code, Section 212.071 et Seq., relating to the design and construction of the
Project;
NOW THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other valuable consideration the sufficiency and receipt of which,
are hereby acknowledged the City and the Developer agree as follows:
Development Agreement - Page 1 69519
ARTICLE I
TERM
The term of this Agreement shall commence on the last date of execution of this
Agreement (the "Effective Date") and shall continue until all parties have fully satisfied
all terms and conditions of this Agreement, unless sooner terminated as provided herein.
ARTICLE II
DEFINITIONS
2.1 "Boat Dock(s) and/or Marina" shall mean a lead way or landing pier or wharf,
boat slip constructed at and/or near the water as a place to receive boats and/or
water crafts including a gangway or walking surface connected thereto as
referenced in the Business Proposal, Exhibit B.
2.2 "Boat Slip" shall mean a portion of a pier, main pier, finger pier or float where a
boat is berthed or moored, or used for embarking or disembarking.
2.3 "Bunkhouses and/or group cabins" shall mean group dormitories containing
kitchen facilities and restroom facilities and sleeping accommodations.
2.4 "Cabins" shall mean a small building, one (1) to two (2) units, which is rustic in
appearance, blends in with natural settings, and provides heating, air conditioning
and sleeping accommodations, as well as any other improvements as may be
permitted by the Corps. Cabins may be portable or permanent but must comply
with the Corps elevation requirements.
2.5 "City" shall mean the City of The Colony, Texas.
2.6 "City Manager" shall mean the City of The Colony City Manager, or designee.
Development Agreement - Page 2 69519
2.7 "Completion of Construction" shall mean: (i) substantially completed in
accordance with the approved plans; and (ii) the Project has been accepted by the
City.
2.8 "Construction Documents" shall mean the plans and specifications submitted for
the design, installation and construction of the Project, and approved by the City.
2.9 "Developers" shall mean Marine Quest - Hidden Cove, L.P., a Texas Limited
Partnership.
2.10 "Dry storage spaces" shall mean those areas currently existing or which may be
constructed on the leased premises dedicated to the storage of equipment or goods
for use on the premises, but shall not include any petroleum products for use of
equipment or watercraft.
2.11 "Effective Date" shall mean the last date of execution of this Agreement.
2.12 "Force Majeure" shall mean strikes, riots, acts of God, shortages of labor or
materials, war, governmental approvals, laws, regulations, or restrictions, or any
other cause of any kind, whatsoever which is beyond the reasonable control of a
party.
2.13 "Lease" shall mean the Lease of Hidden Cove Park by and between the City and
Developer.
2.14 "Parking lot" shall mean the area used for the parking of motor vehicles.
2.15 "Project" shall mean the construction by the Developers of improvements to
Hidden Cove Park Leased Premises to include, but not limited to, boat docks;
boat slips; ship store; sand beach; Rustic Lodge/Conference/Nature Center with
Development Agreement - Page 3 69519
deluxe pool; Lakeview restaurant/bar; shelter upgrades; cabins; dry storage
spaces; bunkhouses or group cabins; and expansion ofRV sites.
2.16 "Restaurant/Bar" shall mean an area of the Rustic Lodge or separate facility
dedicated to the preparation and sale of food and beverages for human
consumption.
2.17 "Rustic Lodge/Conference Center/N ature Center" shall mean a structure
consisting of rooms for rent for overnight accommodations for human occupancy,
additional meeting or conference rooms, a general purpose meeting room,
restaurant/bar facilities, kitchen facilities, deluxe swimming pool and deck; such
facility shall also include an area to be used for purposes including, but not
limited to, special events, performances, cultural arts and nature appreciation or
preservation.
2.18 "Sand beach" shall mean a stretch of land constructed at or near the water which
includes white sand placed along the shoreline with buoy delineating and
separating the area in the water from boaters as generally depicted in the aerial
overview shoreline site plan to Exhibit B as a place for use by patrols to access
Lake Lewisville for recreational water activity.
2.19 "Shelter upgrades" shall mean improvements to existing screened shelters which
shall include, but not be limited to, heating, air conditioning, sleeping
accommodations and other improvements as permitted by the Corps as provided
in Exhibit D to the Ground Lease.
2.20 "Ship store" shall mean a facility or improvement located on the boat dock where
fuel petroleum products and equipment is sold for retail purposes.
Development Agreement - Page 4 69519
ARTICLE III
CONSIDERATION
For and in consideration of the promises made herein, the Parties acknowledge
the following:
A. The City hereby relinquishes and has agreed to lease certain portions of
Hidden Cove Park ("Leased Premises") to the Developer in order to
enhance the amenities in the City for the enjoyment of its residents; and
B. That the Developer has agreed to make a two hundred fifty thousand
dollar ($250,000.00) donation to the City of The Colony within thirty (30)
days after the Corps approves the plans for construction for the use and
benefit of the Leased parklands from the United States Army Corp of
Engineers; and
C. That the Developer shall make certain improvements which shall be
permanent fixtures, at its sole cost, to the Leased Premises as set forth
herein; and
D. That the Developer shall make and pay a sum of five thousand dollars
($5,000.00) annually by December 15t of each calendar year to the
Lewisville Education Foundation ("LEF") to be used for scholarships for
The Colony High School graduating seniors and/or teacher grants for
programs benefiting schools and students in the City of The Colony,
Texas. All criteria for such scholarships and/or grants shall be determined
by the Developer's committee and submitted to LEF for assignment of the
funds to qualifying recipients.
Development Agreement - Page 5 69519
ARTICLE IV
AGREEMENT
4.1 Proiect Construction. The Developer shall develop the project in accordance
with its development proposal and as established in Exhibit "B", which is attached hereto
and incorporated herein. Any and all new development must adhere to the items listed in
Hidden Cove Park's 10-year development plan as identified in the Lake Lewisville
Resource Document and Programmatic Environmental Assessment. Any new
development, including new locations for development, which was not included in said
documents may be subject to additional environmental assessments and other studies in
order to obtain Corps approval and shall be done at the Developers' expense. Any
mitigation required for all new development shall be at the Developers' expense.
4.1.1 Years one (1) through four (4): Within the first year of approval from the
United States Army Corp of Engineers (hereinafter, "Corp") and City, the Developer
shall, in accordance with and as depicted in Exhibit B, construct the following:
A. One hundred and forty (140) 24' slips;
One hundred (100) 30' slips;
Seventy (70) 36' slips with pump outs; and
Forty (40) 48' slips with pump outs, as depicted.
B. 2000 square foot Ship Store with a fuel dock;
C. Twenty (20) courtesy slips.
D. Sandy beach shall be constructed within the first year.
E. A resort Rustic Lodge/Conference/Nature Center with deluxe pool to be
constructed and substantially complete with in the first two (2) years after
approval by the Corp and the City.
Development Agreement - Page 6 69519
F. Lakeview Restaurant/Bar shall be constructed and substantially complete
early within the first two (2) years.
G. Upgrade fifty percent (50%) of all shelters shall be completed within the
first year.
H. Upgrade remaining shelters within the second year.
1. Developer shall construct dry storage spaces as follows:
(1) One hundred (100) additional dry storage spaces shall be
constructed with the first year;
(2) An additional one hundred (100) dry storage spaces shall be
constructed with two (2) years; and
(3) An additional two hundred (200) more dry storage spaces shall be
constructed with years three (3) through (8).
J. Developer shall expand Recreational Vehicle ("RV) pad sites by one
hundred (100) units, as follows:
(1) RV sites shall be expanded by twenty-five (25) in the first year;
(2) RV sites shall be expanded by twenty-five (25) in the second year;
(3) RV sites shall be expanded by twenty-five (25) in the third year;
(4) RV sites shall be expanded by twenty-five (25) in the forth year;
and
(5) RV sites shall be expanded by fifty (50) in the years four (4)
through eight (8).
Development Agreement - Page 7 69519
K. Developer shall construct and substantially complete one (1) group bunk-
house prior to the end of the second (2nd) year and a group bunk-house by the end
ofthe third (3rd) year. Cabins shall be added to meet market demands.
4.1.2 Years four (4) through eight (8):
A. Developer shall expand advertising plan and submit the same for approval
by the City to include added amenities and attractions constructed in years
one through four.
B. Developer shall construct an additional two hundred (200) dry storage
spaces.
4.1.3. Years 9 - 10:
A. Developer shall refurbish beach as required.
B. Developer shall conduct studies and survey plans for projected demands
and growth for the future.
4.1.4 Water and Wastewater:
A. Developer shall, at its cost, within sixty (60) days of execution of this
Agreement, make a good faith application to transfer water and
wastewater permits with Texas Commission on Environmental Quality
("TCEQ") for operation of existing systems to Developer. Developer
shall construct and complete such infrastructure expansion of water and
wastewater systems to accommodate additional amenities as needed.
B. Wastewater system shall be properly maintained and tested weekly.
Water and wastewater shall be subject to monthly testing. All water
systems shall be in compliance with applicable state and federal laws and
Development Agreement - Page 8 69519
regulations as well as with the guidelines and standards as set forth by
TCEQ and/or other local agencies. Developer shall provide certified and
licensed personnel to conduct all water and wastewater systems
maintenance.
4.1.5 ADA Compliance: All buildings and facilities shall be constructed in
accordance with the Americans with Disabilities Act and state law
requirements for Building and Facilities, as provided on Exhibit "C",
which is attached hereto and incorporated herein by reference as if set
forth in full.
4.2 Maintenance and Maintenance Standards:
A. Developer shall provide proper, good and workmanlike maintenance of all
facilities, grounds, equipment, structures and amenities throughout the
entire term of this Agreement and in compliance with the Lease.
B. Developer shall diligently provide required maintenance of outdated roofs,
outdated electrical, outdated plumbing, and perform all necessary
upgrades. Roadways, parking lots and utility infrastructure shall be kept
in good repair and shall be replaced and/or upgraded as needed.
C. Docks and walkways shall be "reviewed" daily and inspected weekly. All
docks and walkways shall be kept clean and clear of dirt, debris, spider
webs, vegetation and all prohibited materials. Repairs shall be made as
required to maintain compliance with this Agreement.
D. Shoreline erosion areas shall be repaired and maintained to minimize loss
of usable parkland and to protect against loss of buildings and structures.
Development Agreement - Page 9 69519
Whenever possible, shoreline erosion shall be controlled by non structural
measures that encourage the preservation of the natural environment are
the preferred methods. The use of native and adoptive plants that are
suited to the existing conditions can help ensure the long term viability of
the non structural controls. In accordance with the Clean Texas Marina
Guidelines, best management practices will be observed. All shoreline
and erosion control constructed under this Agreement shall be done upon
approval of the Corp and City.
E. Grass shall be mowed weekly in day-use and camping areas and trees will
be trimmed and treated for disease as needed. Hike/bike trail in primitive
area shall be kept in good usable condition. Restrooms shall be kept clean
and sanitary at all times. Campsites, shelters, beaches, pavilions,
buildings and all public use areas shall be kept clean and properly
maintained to provide a high quality experience for customers at all times.
4.3 Development Standards:
A. All new development under this Agreement shall be designed and built
with materials approved under the requirements of the U.S. Army Corps
of Engineers ("US ACE"), state and local codes.
B. All construction shall meet the standards outlined by the USACE Standard
Operating Procedures Outgrant Management Directives, as well as all
applicable state and local requirements, including but not limited to:
(1) National Electrical Safety Code - NFPA 70 - 1999
Development Agreement - Page 10 69519
(2) Standard Specification for Construction of Highways, Streets, and
Bridges, Texas State Department of Highways and Public
Transportation
(3) City of The Colony Ordinances
(4) International Building Code 2000, International Plumbing Code
2000, International Fire Code 2000, International Mechanical Code
2000
(5) U.S. Department of Transportation
(6) Americans with Disabilities Act
(7) Clean Water Act
(8) American National Standards Institute
C. All design and construction of Improvements shall be in compliance with
the USACE Construction and Maintenance Criteria for Commercial
Docks, Marinas, and Public Parks, including floatation, walkways,
handrails, anchorage, electrical, fire protection, fuel storage, refueling
area, and battery storage area.
D. Floatation elements of construction shall be encapsulated. Floatation shall
provide a minimum freeboard of nine (9") inches, plus a 40 PSF (pounds
per square foot) live load.
E. All steel shall be galvanized.
F. Walkways shall be a minimum of four feet (4') wide, with slip fingers no
less than three feet (3') wide.
Development Agreement - Page 11 69519
G. Decking materials shall be concrete or other material approved by the
City.
H. Wave attenuators shall be attractive and functional. "Tire" breakwaters
shall be prohibited.
4.4 Employees:
A. Developer agrees to employ the current City employees working at
Hidden Cove Park as provided on the attached Exhibit "D." Such
employees shall be offered the same base salary as they are currently
receiving plus (+) benefits or cash equivalent that currently being paid by
the City.
B. Developer shall offer such employees a minimum one (1) year contract
with the promise of no reduction in force or layoffs within such period.
Developer reserves the right to terminate for "just cause" as defined by
Marine Quest personnel policies and procedures.
4.5 Permitted Use of Existing Facilities:
A. City shall be permitted to use the existing Hidden Cove Park
Conference/Dining facility six (6) time per year for one (1) day events to
sponsored by the City or The Colony Chamber of Commerce, provided
however that such event shall not be in conflict with any prime time event
previously scheduled.
B. Upon sixty (60) day notice from the City to Developer, City shall be
permitted to host four (4) special events per year at Hidden Cove Park.
Development Agreement - Page 12 69519
C. Developer will permit JT's Snacks and Rentals to continue to utilize the
existing desired facility to schedule and run at their discretion at the
current agreement negotiated with the City. In the event the Developer
wishes to use existing concession area for other purposes, Developer shall
provide JT's with an alternate facility that is suitable for their operations
and agreed upon by all parties. Developer shall allow JT's to construct a
storage building for storage of their equipment and supplies in a mutually
agreed upon location. Developer shall build courtesy slips for JT's to
use/lease in conjunction with the development of the marina.
4.6 Permits:
All applicable local, state and federal permits, licenses and certifications
shall be kept current and maintained by the Developer during the term of this
Agreement. Testing and reporting requirements and obligations shall be kept
current, including, but not limited to, SPCC Plan, Clear Water Permits, SWP3,
Certificate of Registration for Weights and Measures, TCEQ Storage Tank
Registration, public water supply and wastewater system reports and permits as
required by TCEQ.
4.7 Miscellaneous:
A. Fee structures for entry, use of facilities, services and goods must be
reasonable and comparable to rates charged at similar parks and facilities.
B. City of The Colony residents shall receive a five dollar ($5.00) discount
on an annual park pass.
Development Agreement - Page 13 69519
C. Combination permits, for both Stewart Creek Park and Hidden Cove Park
and outstanding gift certificates shall be honored by the Developer through
the expiration date of any such permit and gift certificate.
D. Exempt park entry permits held by City employees, Council, and Board
members shall be honored throughout the term of this Agreement.
ARTICLE V
TERMINATION
This Agreement may be terminated only by the mutual written agreement of the
parties. Either party may terminate this Agreement if the other party breaches any of the
terms and conditions of this Agreement, and such breach is not cured by such party
within sixty (60) days after receipt of notice thereof.
ARTICLE VI
MISCELLANEOUS
6.1 Release. Upon the full and final satisfaction by the City and Developer of their
respective obligations contained herein, the City and Developer shall execute and
record in the Deed Records of Denton County, a release of the City and the
Developer from their obligations set forth herein.
6.2 Bond. Developer shall provide a Performance / Maintenance Bond, letter of
credit or cash deposited in an escrow account in the amount of fifty thousand
($50,000.00) to be utilized by the City to address items that are not in compliance
with expected and required standards, in the event the Developer is in breach of
contract and does not properly maintain and/or repair facilities, infrastructure,
grounds and/or structures.
Development Agreement - Page 14 69519
6.3 Books and Records. Developer and City agree to make their respective books
and records relating to the construction of the Project available for inspection by
the other party, until acceptance of the Project by the City.
6.4 INDEMNIFICATION/HOLD HARMLESS. DEVELOPER DOES
HEREBY RELEASE, INDEMNIFY AND HOLD HARMLESS OR
PROVIDE CONTRIBUTION IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS, THE CITY, ITS OFFICERS, AGENTS,
EMPLOYEES, AND THIRD PARTY REPRESENTATIVES
(COLLECTIVEL Y REFERRED TO AS "CITY") FROM ANY AND ALL
CLAIMS, DAMAGES, CAUSES OF ACTION OF ANY KIND
WHATSOEVER, STATUTORY OR OTHERWISE, PERSONAL INJURY
(INCLUDING DEATH), PROPERTY DAMAGE AND LAWSUITS AND
JUDGMENTS, INCLUDING COURT COST, EXPENSES AND
ATTORNEY'S FEES, AND ALL OTHER EXPENSES ARISING
DIRECTL Y OR INDIRECTL Y FROM THE DEVELOPER'S
PERFORMANCE OF THIS AGREEMENT. THE FOREGOING
RELEASE AND INDEMNITY SHALL SURVIVE TERMINATION OF
THIS AGREEMENT.
6.5 Notice. All notices required by this Agreement shall be in writing and addressed to
the following, or such other party or address as either party designates in writing, by
certified mail, postage prepaid or by hand delivery.
Development Agreement - Page 15 69519
If intended for Developer, to: With copy to
Marine Quest - Hidden Cove, L.P. Kelley B. Hill
Attn: Dwight and Marcel Bosworth Pennington, Hill & Baker, LLP
6060 South Stemmons 611 Main Street, Suite 100
Lake Dallas, Texas 75065 Grapevine, Texas 76051
Facsimile No. (940) 497-2772 Facsimile No. (817) 410.4778
Ifintended for City, to: With copy to:
City of The Colony, Texas Robert E. Hager
Attn: City Manager Nichols, Jackson, Dillard, Hager & Smith
6800 Main Street 1800 Lincoln Plaza
The Colony, Texas 75056 500 N. Akard
The Colony, Texas 75030-0099 Dallas, Texas 75201
Facsimile No. 972/624-2298 Facsimile No. (214) 965-0010
6.6 Compliance with Laws. Developer shall fully comply with all local, state and
federal laws, including all codes, ordinances and regulations applicable to this
Agreement and the work to be done thereunder, which exist or which may be
enacted later by governmental bodies having jurisdiction or authority for such
enactment. Developer shall be in full compliance with the terms and conditions
set forth in the Lease Agreement by and between the City and the Corps for
Hidden Cove Park.
6.7 Successors and Assigns. All obligations and covenants of the Developer under
this Agreement shall be binding on the Developer, its successors and permitted
assigns. The Developer may not assign this Agreement without the prior written
consent of the City.
6.8 Severability. In the event any section, subsection, paragraph, sentence, phrase or
word herein is held invalid, illegal or unconstitutional, the balance of this Agreement
shall be enforceable and shall be enforced as if the parties intended at all times to
delete said invalid section, subsection, paragraph, sentence, phrase or word.
Development Agreement - Page 16 69519
6.9 Governing Law. The validity of this Agreement and any of its terms and
provisions, as well as the rights and duties of the parties, shall be governed by the
laws of the State of Texas; and venue for any action concerning this Agreement
shall be in State District Court of Denton County, Texas.
6.10 Entire Agreement. This Agreement embodies the complete agreement of the
parties hereto, superseding all oral or written, previous and contemporary
agreements between the parties and relating to the matters in this Agreement, and
except as otherwise provided herein cannot be modified without written
agreement of the parties to be attached to and made a part of this Agreement.
6.11 Recordation of Agreement. A certified copy of this Agreement shall be
recorded in the Deed Records of Denton County, Texas.
6.12 Incorporation of Recitals. The determinations recited and declared in the
preambles to this Agreement are hereby incorporated herein as part of this
Agreement.
6.13 Construction. This Agreement shall be constructed in connection with the Lease
executed by the parties hereto; should a conflict arise between the Lease and this
Agreement, the provisions of this Agreement shall control; in the event that a
conflict arises between the ordinances of the City of The Colony and this
Agreement, the ordinances of the City shall control.
6.14 Exhibits. All exhibits to this Agreement are incorporated herein by reference for
all purposes wherever reference is made to the same.
Development Agreement - Page 17 69519
6.15 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and constitute one and the same
instrument.
EXECUTED in duplicate originals this the 3rd day of January, 2005.
CITY: CITY OF THE COLONY, TEXAS
By: ~~ cU~
DALE CHEATHAM, CITY MANAGER
ATTEST: It
By.C.~AL {{)Ai2~
STIE WILSON, CITY SECRETARY
:
EXECUTED in duplicate originals this the ;t!!day of 9~~ ,2005.
DEVELOPER MARINE QUEST - HIDDEN COVE, L.P.
By its General Partner,
Marine Quest, Inc.
~fu 1f:}t1f;Q
Tit e: (S;..
Development Agreement - Page 18 69519
.
CITY'S ACKNOWLEDGMENT
STATE OF TEXAS ~
~
COUNTY OF DENTON ~
This instrument was acknowledged before me on the I(/) day of
~ )~ ',-l\-\.A.~ Y , 2005 by Dale Cheatham, City Manager of the City of The Colony,
Texas, on behalf of said municipality.
~
ary Public, State of Texas
My Commission Expires:
0D~~~ -YO
DEVELOPER'S ACKNOWLEDGMENT
STATE OF TEXAS ~
COUNTY OF OE.AJ/o^-.f ~
~
This instrument was acknowledged before me on the ~ day of 0 ?/.r--' L~/-\ R-, Y
2005 by'"tw\~\-l' &sWllUI-{ the 6p of Marine Quest-Hidden Cove,
L.P., General Partner of Marine Quest, Inc., on behalf of said partnership.
-,
Development Agreement - Page 19 69519
Marine Quest I City of The Colony
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LAND DESCRIPTION
BEING a 428-acre parcel of land situated in the B.B.S. & C.R.R. Co. Survey, Abstract
No. 179, B.B.B. & C.R.R. Co. Survey, Abstract No. 182, B.B.B. & C.R.R. Co. Survey,
Abstract No. 170, F.M. Grace Survey, Abstract 469, William H. Clark Survey, Abstract
317, G.W. Grace Survey, Abstract 490, William Loving Survey, Abstract 747, A King
Survey, Abstract 707, AW. Rogers Survey, Abstract 1114, J.H. Perry Survey, Abstract
1058, and C.C. Survey, Abstract 720 Denton County, Texas, said tract being a portion
of the tract of land in Annexation by the City of The Colony as described in Ordinance
379, dated November 2, 1985, said tract being more particularly described as follows;
BEGINNING, at a Corps of Engineers monument found having Texas Coordinates of X
= 2,173,307.95 feet, Y::: 533,993.35 feet NAD 27 Texas North Central Zone, and being
in the West, right-of-way of Hackberry Creek Park Road ( a 100 foot wide right-of-way);
said point being in the north line of the remainder of a tract of land acquired by the
United States of America from Maud S. McEntire by Declaration of Taking, filed
September 16, 1952, in condemnation proceedings (Civil No. 805), in District Court of
the United States for the Eastern District of Texas, Sherman Division and designated as
Tract E-401-2 for the Garza-Little Elm Reservoir, said point being the southeast comer
of a tract of land described in Special Warranty Deed from Sunset Pointe I, L TO to One
Hackberry Creek L TD PIS recorded in County Clerk Instrument No. 2004-118302 of the
Real Property Records of Denton County, Texas; Said point being in the north line of
said Annexation by the City of The Colony;
THENCE, South 89 degrees, 57 minutes, 42 seconds East, with the said north line of
said Annexation by the City of The Colony, for a distance of 100.00 feet to a point in the
East, line of said Hackberry Creek Park Road; said point being the southwest corner of
Saratoga, Section One, an addition to Denton County, Texas according to the plat
recorded in Cabinet C, Page 35 of the Plat Records of Denton County, Texas, said point
being the southwest comer of Lot 1 C, Replat of Tract No.1, Saratoga, Section One, an
addition to Denton County, Texas according to the plat recorded in Cabinet K. pa.ge 316
of the Plat Records of Denton County, Texas;
THENCE, South 21 degrees, 43 minutes, 17 seconds East, departing said East, line of
Hackberry Creek Park Road, for a distance of 107.70 feet;
THENCE, South 00 degrees, 04 minutes, 48 seconds West, for a distance of 245.39
feet to a point at the beginning of a tangent curve concave to the northeast, with radius
of 140.00 feet, a central angle of 59 degrees, 38 minutes, 45 seconds, on a chord of
which bears South 29 degrees, 44 minutes, 34 seconds East, for a distance of 139.25
feet;
THENCE, in a southeasterly direction, along a said curve, through an arc length of
145.74 feet to a point at the beginning of a compound curve concave to the northeast,
with radius of 310.00 feet, a central angle of 36 degrees, 27 minutes, 55 seconds, on a
chord of which bears South 77 degrees, 47 minutes, 54 seconds East, for a distance of
193.98 feet;
Page 1 of 7
December 27. 2004
THENCE, in a southeasterly direction, along a said curve, through an arc length of
197.30 feet to a point at the beginning of a reverse curve concave to the southwest with
radius of 80.00 feet, a central angle of 146 degrees, 33 minutes, 36 seconds, on a
chord of which bears South 22 degrees, 45 minutes, 03 seconds East, for a distance of
153.24 feet;
THENCE, in a southeasterly direction, along a said curve, through an arc length of
204.64 feet;
THENCE, South 05 degrees, 04 minutes, 20 seconds East, for a distance of 70.00 feet;
THENCE, South 88 degrees, 42 minutes, 17 seconds East, for a distance of 159.70
feet;
THENCE, South 82 degrees, 20 minutes, 14 seconds East, for a distance of 238.58 feet
to a point at the beginning of a tangent curve concave to the north with radius of 300.00
feet, a central angle of 38 degrees, 28 minutes, 32 seconds, on a chord of which bears
North 78 degrees, 25 minutes, 31 seconds East, for a distance of 197.69 feet;
THENCE, in a northeasterly direction, along a said curve, through an arc length of
201.46 feet;
THENCE, North 59 degrees, 11 minutes, 15 seconds East, for a distance of 119.01
feet;
THENCE, North 15 degrees, 09 minutes, 40 seconds West, for a distance of 212.77
feet;
THENCE, North 00 degrees, 17 minutes, 26 seconds West, for a distance of 447.16
feet to a point in a south line of aforementioned Saratoga, Section One;
THENCE, easterly and northeasterly with the southerly boundary of said Saratoga,
Section One the fOllowing three courses;
1. South 89 degrees, 57 minutes, 42 seconds East, for a distance of 642.30 feet;
2. North 34 degrees, 47 minutes, 33 seconds East, for a distance of 404.51 feet;
3. North 54 degrees, 11 minutes, 58 seconds East, for a distance of 65.43 feet to a
Corps of Engineers monument found having Texas Coordinates of X =
2,176,663.40 feet, Y = 534,138.59 feet NAD 27 Texas North Central Zone, and
being in a westerly line of Saratoga, Section Two, an addition to Denton County,
Texas according to the plat recorded in Cabinet C, Page 36 of the Plat Records
of Denton County, Texas;
THENCE, easterly and westerly with the southerly boundary of said Saratoga, Section
One the following nine courses
1. South 09 degrees, 26 minutes, 28 seconds West, for a distance of 429.79 feet;
Page 2 of 7
December 27,2004
2. South 70 degrees, 25 minutes, 22 seconds East, for a distance of 799.95 feet;
3. South 27 degrees, 06 minutes, 17 seconds West, for a distance of 746.92 feet;
4. South 35 degrees, 17 minutes, 45 seconds West, for a distance of 766.02 feet to
a Corps of Engineers monument found having Texas Coordinates of X =
2,175,880.61 feet, Y = 532,848.69 feet NAD27 Texas North Central Zone;
5. South 65 degrees, 47 minutes, 39 seconds West, for a distance.of 632.12 feet to
a Corps of Engineers monument found having Texas Coordinates of X =
2,175,304.13 feet, Y = 532,589.54 feet NAD 27 Texas North Central Zone;
6. South 72 degrees, 19 minutes, 21 seconds East, for a distance of 443.30 feet;
7. North 56 degrees, 07 minutes, 39 seconds East, for a distance of 260.00 feet;
8. North 85 degrees, 58 minutes, 39 seconds East, for a distance of 315.00 feet;
9. South 00 degrees, 26 minutes, 34 seconds West, passing at a distance of 339.80
feet the southwest comer of Lot 9, Block 3 of said Saratoga, Section Two, then
continuing for an additional distance of approximately 306 feet, for a total
distance of approximately 646 feet to a point at the conservation water elevation
of 522 feet.
THENCE, southerly, westerly and northerly with the conservation water elevation of 522
feet, approximately 33,750 feet;
THENCE, South 89 degrees, 45 minutes, 00 seconds East, departing said water
conservation line, passing at a distance of approximately 42 feet a point from which a
5/8-inch iron rod set in concrete with 3-ihch aluminum cap stamped "Survey Marker -
Do Not Disturb - Dan 2" having Texas Coordinates of X = 2,167,750.58 feet, Y =
532,862.11 feet NAD 27 Texas North Central Zone bears North 00 degrees, 15
minutes, 00 seconds East, a distance of 108.10 feet from said point, then continuing for
an additional distance of approximately 2133 feet, for a total distance of approximately
2175.00 feet to a 5/8-inchiron rod set in concrete with 3-inch aluminum cap stamped
"Survey Marker - Do Not Disturb"" Dan 1" having Texas Coordinates of X =
2,169,883.00 feet, Y = 532,744.72 feet NAD 27 Texas North Central Zone
THENCE, North 00 degrees, 15 minutes, 00 seconds East, for a distance of
approximately 1437 feet to a point at the conservation water elevation of 522 feet.
THENCE, easterly northerly with the conservation water elevation of 522 feet,
approximately 975 feet to a point;
THENCE, North 68 degrees, 34 minutes, 59 seconds East, departing said water
conservation line, for a distance of approximately 360 feet;
Page 3 of 7
December 27, 2004
THENCE, South 20 degrees, 39 minutes, 16 seconds East, for a distance of 491.64
feet;
THENCE, South 00 degrees, 15 minutes, 00 seconds West, for a distance of 1075.00
feet;
THENCE, South 57 degrees, 45 minutes, 00 seconds East, for a distance of 108.69 feet
to a point at the beginning of a nontangent curve concave to the northwest with radius
of 390.00 feet, a central angle of 30 degrees, 45 minutes, 30 seconds, on a chord of
which bears North 50 degrees, 56 minutes, 01 seconds East, for a distance of 206.86
feet;
THENCE, in a northeasterly direction, along a said curve, through an arc length of
209.36 feet to a point at the beginning of a reverse curve concave to the southeast with
radius of 1200.00 feet, a central angle of 13 degrees, 34 minutes, 52 seconds, on a
chord of which bears North 42 degrees, 20 minutes, 42 seconds East, for a distance of
283.78 feet;
THENCE, in a northeasterly direction, along a said curve to the left through an arc
length of 284.44 feet to a point at the beginning of a compound curve concave to the
southeast with radius of 325.00 feet, a central angle of 15 degrees, 00 minutes, 12
seconds, on a chord of which bears North 56 degrees, 38 minutes, 14 seconds East, for
a distance of 84.86 feet;
THENCE, in a northeasterly direction, along a said curve to the left through an arc
length of 85.10 feet;
/---- THENCE, North 64 degrees, 08 minutes, 20 seconds East, for a distance of 14.00 feet
to a point at the beginning of a nontangent .curve concave to the northwest with radius
of 18.00 feet, a central angle of 98 degrees, 19 minutes, 25 seconds, on a chord of
which bears North 14 degrees, 54 minutes, 47 seconds East, for a distance of 27.24
feet;
THENCE, in a northeasterly direction, along a said curve, through an arc length of 30.89
feet to a point at the beginning of a reverse curve concave to the southeast with radius
of 25.00 feet, a central angle of 101 degrees, 49 minutes, 24 seconds, on a chord of
which bears North 16 degrees, 39 minutes, 46 seconds East, for a distahce of 38.81
feet;
THENCE, in a northeasterly direction, along a said curve, through an arc length of 44.43
feet to a point at the beginning of a reverse curve concave to the northwest with radius
of 10.00 feet, a central angle of 67 degrees, 34 minutes, 28 seconds, on a chord of
which bears North 33 degrees, 47 minutes, 14 seconds East, for a distance of 11.12
feet;
THENCE, in a northeasterly direction, along a said curve, through an arc length of 11.79
feet;
Page 4 of 7
December 27. 2004
THENCE, North, for a distance of 33.14 feet to a point at the beginning of a nontangent
curve concave to the northeast, with radius of 225.00 feet, a central angle of 07
degrees, 41 minutes, 07 seconds, on a chord of which bears North 20 degrees, 33
minutes, 12 seconds West, for a distance of 30.16 feet;
THENCE, in a northeasterly direction, along a said curve, through an arc length of 30.18
feet to a point at the beginning of a reverse curve concave to the southwest, with radius
of 10.00 feet, a central angle of 77 degrees, 44 minutes, 56 seconds, on a chord of
which bears North 55 degrees, 35 minutes, 06 seconds West, for a distance of 12.55
feet;
THENCE, in a northwesterly direction, along a said curve, through an arc length of
13.57 feet to a point at the beginning of a reverse curve concave to the southeast with
radius of 50.00 feet, a central angle of 260 degrees, 43 minutes, 40 seconds, on a
chord of which bears North 35 degrees, 54 minutes, 15 seconds East, for a distance of
76.19 feet;
THENCE, in a northwesterly, northerly, easterly and southeasterly direction, along a
said curve, through an arc length of 227.53 feet;
THENCE, South 13 degrees, 45 minutes, 00 seconds East, for a distance of 47.06 feet
to a point at the beginning of a tangent curve concave to the northeast, with radius of
175.00 feet, a central angle of 12 degrees, 55 minutes, 00 seconds, on a chord of which
bears South 20 degrees, 12 minutes, 30 seconds East, for a distance of 39.37 feet;
THENCE, in a southeasterly direction, along a said curve, through an arc length of
39.45 feet;
THENCE, South 65 degrees, 30 minutes, 00 seconds East, for a distance of 37.30 feet;
THENCE, South 31 degrees, 45 minutes, 00 seconds East, for a distance of 15.00 feet;
THENCE, South 62 degrees, 45 minutes, 00 seconds East, for a distance of 17.00 feet;
THENCE, North 70 degrees, 00 minutes, 00 seconds East, for a distance of 385.00
feet;
THENCE, North 12 degrees, 30 minutes, 00 seconds West, for a distance of 420.00
feet;
THENCE, North 77 degrees, 30 minutes, 00 seconds East, for a distance of 155.00 feet
to a point at the beginning of a tangent curve concave to the south, with radius of
1250.00 feet, a central angle of 22 degrees, 30 minutes, 00 seconds, on a chord of
which bears North 88 degrees, 45 minutes, 00 seconds East, for a distance of 487.73
feet;
THENCE, in an easterly direction, along a said curve, through an arc length of 490.87
feet;
Page 50f7
December 27,2004
THENCE, South 80 degrees, 00 minutes, 00 seconds East, for a distance of 479.95 feet
to a point at the beginning of a tangent curve concave to the southwest, with radius of
750.00 feet, a central angle of 13 degrees, 15 minutes, 00 seconds, on a chord of which
bears South 73 degrees, 22 minutes, 30 seconds East, for a distance of 173.06 feet;
THENCE, in an easterly direction, along a said curve, through an arc length of 173.44
feet;
THENCE, South 23 degrees, 15 minutes, 00 seconds West, for a distance of 420.00
feet;
THENCE, South 66 degrees, 45 minutes, 00 seconds East, for a distance of 155.00
feet;
THENCE, North 23 degrees, 15 minutes, 00 seconds East, for a distance of 20.00 feet;
THENCE, South 66 degrees, 45 minutes, 00 seconds East, for a distance of 37.00 feet;
THENCE, South 23 degrees, 15 minutes, 00 seconds West, for a distance of 20.00 feet;
THENCE, South 66 degrees, 45 minutes, 00 seconds East, for a distance of 275.00 feet
to a point at the beginning of a tangent curve concave to the northeast, with radius of
625.00 feet, a central angle of 21 degrees, 15 minutes, 00 seconds, on a chord of which
bears South 77 degrees, 22 minutes, 30 seconds East, for a distance of 230.48 feet;
'THENCE, in an easterly direction, along a said curve, through an arc length of 231.80
feet;
THENCE, North 16 degrees, 30 minutes, 00 seconds East, for a distance of 25.00 feet;
THENCE, North 58 degrees, 00 minutes, 00 seconds East, for a distance of 110.00
feet;
THENCE, North 30 degrees, 00 minutes, 00 seconds East, for a distance of 25.00 feet;
THENCE, North 00 degrees, 45 minutes, 00 seconds East, for a distance of 75.00 feet;
,THENCE, North 17 degrees, 00 minutes, 00 seconds East, for a distance of 47.00 feet;
THENCE, North 00 degrees, 30 minutes, 00 seconds East, for a distance of 25.00 feet
to a point at the beginning of a nontangent curve concave to the southeast, with radius
of 25.00 feet, a central angle of 73 degrees, 31 minutes, 26 seconds, on a chord of
which bears North 36 degrees, 45 minutes, 43 seconds East, for a distance of 29.92
feet;
THENCE, in a northeasterly direction, along a said curve, through an arc length of 32.08
feet to a point at the beginning of a reverse curve concave to the northwest with radius
of 25.00 feet, a central angle of 73 degrees, 26 minutes, 38 seconds, on a chord of
Page 6 of 7
December 27,2004
which bears North 36 degrees, 48 minutes, 07 seconds East, for a distance of 29.90
feet;
THENCE, in a northeasterly direction, along a said curve, through an arc length of 32.05
feet;
THENCE, North 00 degrees, 04 minutes, 48 seconds East, for a distance of 25.00 feet;
THENCE, North 29 degrees, 55 minutes, 12 seconds West, for a distance of 30.00 feet;
THENCE, North 00 degrees, 04 minutes, 48 seconds East, for a distance of 78.07 feet;
THENCE, North 15 degrees, 04 minutes, 48 seconds East, for a distance of 96.59 feet;
THENCE, North 00 degrees, 04 minutes, 48 seconds East, for a distance of 345.00
feet;
THENCE, North 24 degrees, 32 minutes, 38 seconds East, for a distance of 108.66 feet
to the POINT OF BEGINNING.
CONTAINING: 428 acres of land, more or less.
This document was prepared under 22 TAC 663.21, does not reflect the results of an on
the ground survey, and is not to be. used to conveyor establish interest in real property
except those rights and interests implied or established by the creation or
reconfiguration of the boundary of the political subdivision for which it was prepared.
Page 7 of 7
December 27. 2004
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Exhibit "B"
Marine Quest! City of The Colony
Ground Lease Agreement
IS l 'l 1+ il ~}\
.r ~; .'~r .i .'.: ~\ :' ':',~ ~~ t -"-t ADA ~C!OMPLIANCE )( "\,\ QJ '
Accessible Routes
ADAAG requires that at least one accessible route connect accessib~ buildings.
facilities. elements, and spaces on a site. Acces$ible boat slips. accessjble
boarding piers at bOat launch rampSr and other accessible spaces and elements
within a boating facility will also be connected by an access~bte route. The
accessible route wm comply with ADMG provisiotrS fO( the location, width
(minimuM of 36 irtehes), pa$$ing space, head room, surface, stope (maximum of
1: 12 or 8.33%). changes in tevel. doors. egress. and areas of rescue a$$i$wnce,
unless otherwise modified by specific provi$ion$ outline io. Accessible Boating
Facilities gl)ide.
..
Gangways
A gangway is a variab~sloped pedestrian walkway linking a fixed structure or
land with a floatmg (di'UCture. lNhere gangvlaYs are provided as part of
accessible rwles to connect accessible boat slips on floating piers. the following
exceptions to the ADMG accessible tome proviSions have been included in the
guidelines to deal with the varying water level changes and other factors in this
dynamic environment. .
Gangway Slope and Rise Exceptions
Gangways designed for the lea$l possible slope will provide more independent
&CCe$$for persons with disabilities. As a minimum. gangways wil be f;lesigned
to provide for a maximum 1:12 (8.33%) $lope. Here is an exception. in that the
fluctuation is water level may cause the gangway stope to vary from 1 :20 (5%)
and at other times it may be greater than 1:12 (8.33%). Gangways are npt
required to be longer than 80 feet in length, in order to accommodate the 1 :12
sfope. ...
.
The maximum rise requirement$ in AOMG do n01 apply to gangways. As a
result, .tlO int$rmediste landings on the gangways are required and gangways
may be any length.
Tran&ition Plates
T rans.ition plates are sloping pedestrian walking surfaces located at the end of a
gangway. Gangways are not required to have landings at the end. if transition
piates are provided. If the slope of a transition plate is greater than 1 :20 (5%),
the transition plate must have a landing at the non-gangway end of the transition
mate and comply with other ADAAG ramp requirements.
2
Handrail Extensions
Handrail extensions are not required where gangw?ys and transition plates
connect and both are pro\~ded with handraUs. ADAAG does not require
handraits on sloped surfaces that have a rise of less than a inches or a projection
less than 72 inches, or a slope of 1 :20 (5%) or less. Wlere handran extensions
are provided, they do not need to be parallel vnth the ground of floor surface. -
since the $urface may be moving due to v-mter- conditions.
Cross Slopes;
The cross slopes of gangways; transitjon plates and floating piers that are part of
an .aooossible route will be designed and constructed ib not exceed ~ maximum
. of 2 percent (1 :50). Ga.'lQWays and piers that are part of an acoessibte route viii)
be designed and constructed to meet the 2 percent requirement. Once placed in
the water. measurements. absent live loads, will be made from ~ static condition
(i.e., absence of movement that results from wind, waves, etc.). \I'''here floating
piers Bre grounded out due to low water conditions. slope requirements would
not apply-
Boat Slips
A boat slip is the portion of a pier, main pier, finger pier, of float where a boat is
berthed or moored. or used for embarking or di$$mbarkiog. VVhere boat sUps are
provided, the number of boat $lops required to be accessible will comply with the
table shown OOlo--N. In these guideUnes. boarding pief$ that are not part of boat
j~unch ramps wifl also be classified as boat $lips. For purposes of these
guidelines, piers not f)'pically thought of as providing boat slips where boats can
be moored. such as a fuel pier. witl also be included in d$termining the total
number of sUps at the facility.
Number of Accessible
~- .....~... Boat Slips Required
i 10tal St~.P..s in Facility : '-0". Minimum}\Cces$ible SHps ,
~. _ 301400 ! 6
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Dispersion
Accessible boat slips wfll be di$per'$ed throughout the facUity.
.
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Hidden Cove Park
Employee Salary & Benefits
All current employees of Hidden Cove are invited to remain on starr: The present
housing arrangements will remain. Some clarification regarding the bartering is needed.
Our goal is for all employees at Hidden Cove Park to maintain their current standard~ of
living.
The City of The Colony offers above average compensation and generous benefits. The
Texas Municipal Retirement System, fully funded health and life insurance, and various
benefits' pay create an impressive benefit package.
We will match the current base pay for every employee. Each employee now covered by
workers compensation would also be covered by Marine Quest Our health insurance is
not as comprehensive as that presently available. One option might be to continue
coverage under The Colony's Insurance Plan and Marine Quest would reimburse The
Colony. All plans available through Marine Quest will be made available to Hidden
Cove Employees. Vacations, sick time accrual and paid Holidays will be in compliance
with Marine Quest policies. To further insure job security, we are prepared to offer a
minimum 1 year contract to current employees with the promise of no downsizing or
layoffs. We do reserve the right to terminate for 'just cause". Included in said contract
is a provision for Employee Profit Sharing after the 1 st anniversary. The formula for
profit sharing will be similar to our program for Marina managers.
1. Base Pay - same
2. Workers Comp - same
3. Insurance - same*
4. Promise of no downsizingllay-offs. Annual performance reviews required
and ''just cause" termination ~eserved.
5. VacationIHolidays in compliance with Marine Quest standards
6. Profit Sharing for Employees after 1 year,
(similar to longevity pay & paid at approximately same time)
-
* Should insurance be available through The Colony, reimbursed by Marine Quest
Hidden Cove Park. Full Time Employees
WkIy
, BASE SAlARY' , SUB-TOTAL , 40 hrs
LONGEVITY Per hr
-.. BREWSTER, ROSE M $ 25,380.00 690.00 $ 26,070.00 $ 488.08
$ 12.20 hr
Insurance 4175.21 ~
Workers Camp 997.43
Holiday,sick & vacation pay 3354.41
Texas Municipal Retirement System 3172.50
Pay & Insurance benefits $ 11.699.55 $ 37,769.55
HENDERSON, FRElDA J $ 34,548.00 1.140.00 35,688.00 $ 664.38
$ 16.29 hr
Insurance 4244.88
Workers Comp 1357.74
HoIiday,sick & vacation pay 5144.88
Texas Municipal Retirement System 4318.50
Pay & Insurance benefits $ 15,066.00 . $ 50,754.00
LONGAN. PATRICK T $ 27,816.00 190.00 $ 28,006.00 $ 534.92
$ 13.37 hr .
Insurance 4193.72 ".1\.,
W<X1<:ers Camp 1093.17
Horlday.sick & vacation pay , .. "4171.44
Texas Municipal Retirement System 34n.OO
Pay & Insurance .benefits $ 12,935.33 $ 40.941.33
ITRJM.BLE. WILlIAM $ 23.880.00 970.00 $ 24.850.00 $ 459.23
$11.48 hr
Insumnce 4163.81
Woricecs Comp 938.48
Holiday,sick & vacation pay 3581.76
Texas Municipal Retirement System 2985.00
Pay & Insurance benefits . $ 11,669.05 $ 36,519.05
-
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PEREZ-HERNANOEZ, ROBERTO $ 21,445.00 $ 21,445.00 $ 412.40
$ 10.31 hr
Insurance 4145.30
Workers ComP. 842.79
HoIiday,$ick & vacation pay 2804.32
Texas Municipal Retirement System 2676.34
i PaY & Insurance benefits $ 10,468.75 $ 31,913.75
Wkly
, BASE SALARY I LONGEVITY 1 SUB-TOTAl I 40 hrs
Per hr
Hidden Cove Pad<, Part Tnne Employees
IOANE, LEONOMEA $ 7,904.00 $ 7,904.00 $ 152.00
$ 8.08 hr
Hotiday,sick & vacation pay 1163.52
. Pay & Insurance benefits $ 1,163.52 $9,067.52 -
- NORTON, STELLA
$ 9.360.00 $ 9,360.00 $ 180.00
HoIiday,sick & vaamon pa'/
. Pay & Insurance benefits $9.360.00
Basic Wages $ 150,333.00
Workers Comp $ 5.229.61
Insurance $ 20,922.92
$ 176.485.53
Current Pay . Base & longevity $153,323.00
I: HoI,Sick. Vac Pay $ 20,220.33
$173,543.33
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STATE OF TEXAS ~
~ GROUND LEASE. REAL PROPERTY AND
~ PERSONAL PROPERTY LEASE AGREEMENT
COUNTY OF DENTON ~
THIS GROUND AND REAL PROPERTY LEASE AGREEMENT, hereinafter called
the "Lease," is made and entered into this 3rd day of January, 2005, by and between the City of I
The Colony, Texas, a Texas municipal corporation, hereinafter referred to as "Lessor" and
Marine Quest - Hidden Cove, L.P., a Texas limited partnership, hereinafter referred to
collectively as "Lessees."
RECITALS
A. A lease (hereinafter defined and described as the Corps Lease) was entered into
on the 1ih day of May, 2000, by and between the U.S. Army Corps of Engineers, as Lessor, and
the City of The Colony, Texas, as Lessees, covering the acreage in the tract, as defined and I
described in Exhibit "A." This parcel of land, herein sometimes referred to as the "Leased
Premises", identified as Hidden Cove Park, consists of 720=!: acres and has been leased from the
Corps by Lessor.
B. Lessor desires to sublease to Marine Quest - Hidden Cove, LP ("Lessees"), a
portion of said tract or parcel so as to permit Lessees to construct and operate a multi-use
recreational and service facility on said acreage as shown on the concept plan for the Leased
Premises attached hereto and incorporated herein as Exhibit "B."
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
all of which are mutually acknowledged, the parties hereby agree as follows:
ARTICLE 1. DEFINITIONS
1.01 For purposes of this Lease, the following terms shall have the meanings indicated:
A. Affiliate: The term "Affiliate" shall mean any person or entity which controls, is
controlled by, or is under common control with Lessees. For purposes of this definition, the
word "control" and its customary variants shall mean ownership of more than fifty percent (50%)
of voting equity interest.
B. Corps: The term "Corps" shall mean the U.S. Army Corps of Engineers, Fort
Worth District.
C. Corps Lease: The term "Corps Lease" shall mean that certain lease between the
U.S. Army Corps of engineers, as Lessor, and the City of The Colony, as Lessees, designated as
Lease No. DACW-1-00-0816 dated May 12, 2000, which establishes and governs the rights of
the City of The Colony in regard to the Leased Premises. A copy of the Corps Lease is attached
hereto and incorporated herein as Exhibit "c."
D. Days: The term "days" means calendar days. In computing any period of time
described in this Lease, the last day of a designated period of time shall be included in the time
period, unless it is a Saturday, Sunday or legal holiday, in which event the period of time runs
until the end of the next day which is not a Saturday, Sunday or legal holiday.
E. District Engineer: The term "District Engineer" shall mean the U.S. Army
District Engineer for the Fort Worth District who is in charge of the administration of the
Lewisville Lake Project Area, his successors, assigns or duly authorized representatives, with
addresses of District Engineer, Fort Worth District, Corps of Engineers, P.O. Box 17300, Fort
Worth, Texas 76102. Attn: Real Estate Division, CESWF-RE-M.
F. Facilities: The term "Facilities" shall mean and include the Amenities as I
provided in Exhibit "D", which is attached hereto and incorporated herein by reference, and any
and all reasonably related activities, and, those improvements or structures constructed
subsequent to the effective date of this Lease by the Lessee pursuant to a separate Development
Agreement between the Parties.
G. Gross Revenue: The term "Gross Revenue" means all money received by
Lessees, its sub lessees, assigns, concessionaires, operators, and licensees, subsequent to the Rent
Commencement Date as a result of the sales of good or the provision of services on or from the
Leased Premises, but shall not include:
(1) Cash refunds or credits allowed on returns by customers;
(2) Sales taxes, excise taxes, gross receipt taxes, admissions taxes, occupancy
taxes, use taxes and other similar taxes not or later imposed upon the sale of food, beverages,
merchandise or services and paid by Lessees to the appropriate taxing authority, whether added
to or included in the selling price;
(3) Rental payments for the ship store and fuel dock from JT's.
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(4) The actual uncollectible amount of any check or bank draft received by
Lessees as payment for goods or services and returned to Lessees from customer's bank as being
uncollectible (commonly "non-sufficient funds" checks);
(5) The actual uncollectible amount of any charge or credit account
(commonly "bad debts") incurred by Lessees for the sale of merchandise or services;
(6) The actual uncollectible amount of any sale of merchandise or services for
which Lessees accepted a credit card;
(7) Sales or trade-ins of machinery, vehicles, trade fixtures or personal
property used in connection with Lessees' operation ofthe Leased Premises;
(8) The value of any merchandise, supplies or equipment exchanged or
transferred from or to the other locations of business of Lessees where such exchange or transfer
is not made for the purpose of (or does not have the practical effect of) avoiding a sale which
would otherwise be made from the Leased Premises;
(9) Receipts in the form of refunds from or the value of merchandise, supplies
or equipment returned to shippers, suppliers or manufacturers;
(10) The amount of any cash or quantity discounts received from sellers,
suppliers or manufacturers;
(11) The amount of any gratuities paid or given by customers to or for
employees of Lessees;
(12) Amounts attributed to meals served or provided to employees of Lessees;
(13) The amount of any sales of merchandise discounted to employees;
(14) Receipts from the sale of waste or scrap materials resulting from Lessees'
operations; and
(15) The proceeds of any casualty insurance paid for damages to or destruction
of the Leased Premises or any improvements or equipment thereon, actually used for Restoration
(as defined in Section 10.02).
The proceeds of any business interruption insurance, if any, maintained by Lessees or
their assignee, sublessee, licensee, concessionaire, or operator, less the percentage of the cost of
such insurance accrued over the Initial Term which is equal to the percentage of Gross Revenue
which Lessor is then entitled to if Percentage Rent is paid, shall be included as a part of Gross
Revenue. Example: In year 10, business interruption insurance proceeds received total
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$100,000.00. Business interruption insurance premiums have been paid in each of the 10 years
of the Lease, and the accrued cost of such premiums total $5,000. Percentage rent, ifpaid in year
10, would be 1 % of an amount of Gross Revenues as described herein. Amount of business
interruption insurance which would be part of Gross Revenues would be $100,000 less 1 % of
$5,000, or $99,950.
H. Initial Facility: The term "Initial Facility" shall mean Hidden Cove Park in its
condition on the date of this Lease.
1. Initial Term: The term "Initial Term" shall mean a period beginning on the
Lease Commencement Date and ending on the twenty-fifth (25th) anniversary of the lease
Commencement Date. Initial term may be extended by one or more additional ten (10) year
terms upon approval of all the parties hereto. However, the Initial Term shall be subject to the
earlier termination of the Corps Lease and periodic modifications, renewals and/or extensions
thereof.
1. Leased Premises: The term "Leased Premises" shall mean that real property
consisting of approximately 428 acres, more or less, located at 20400 Hackberry Creek Park I
Road commonly known as Hidden Cove Park, Denton County, Texas, and being more
particularly described on Exhibit "B" attached hereto.
K. Lease Commencement Date: The term "Lease Commencement Date" shall
mean the date in which this Lease is fully executed by all parties.
L. Lease Year: The term "Lease Year" shall mean, during the term of this Lease,
each twelve-month period commencing on the 1 5t day of January next following the Rent
Commencement Date and ending on the next following 315t of December, and each successive
twelve-month calendar period thereafter.
M. Rent Commencement Date: The term "Rent Commencement Date" shall mean
the date on which Lessees shall open the Initial Facility or any other substantial part of the
Facilities for general use by the public, which date shall not be later than January 10,2005. I
ARTICLE 2. DEMISE OF LEASE PREMISES
2.01 Lessor, for and in consideration of the rents, covenants and promises herein
contain to be kept, performed and observed by Lessees and subject to the use of the Leased
Premises as described in Article 8 hereof, has demised and leased and by these presents does
hereby demise and lease unto Lessees on an exclusive basis, and Lessees, for and in
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consideration of the covenants and agreements herein reserved on the part of the Lessor to be
kept and performed, does hereby lease and accept from Lessor, the Leased Premises together
with the improvements thereon and the appurtenances thereto, subject to (i) all terms and
conditions of the Corps Lease, and (ii) all other matters of record in any way appertaining to the
Leased Premises, including any easements and mineral interests upon the Leased Premises.
Lessees acknowledge that they have inspected the Leased Premises to their complete satisfaction
and accepts the Leased Premises "As Is" and with all faults and defects, whether known or
unknown to either Lessor or Lessees and without representation of warranty of any kind from
Lessor as to the status or condition thereof, except Lessor warrants that they (i) are the Lessees
under the Corps Lease, (ii) have not previously assigned their rights under or entered into a
sublease with respect to the Corps Lease, and (iii) have the absolute right, power and authority to
enter into this Lease. Lessees acknowledge that their decision to lease the Leased Premises are
based solely upon the Lessees' comprehensive inspection of the Leased Premises and not upon
any warranty or representation of Lessor (except as stated above), or the Lessor's employees,
agents, or representatives with regard thereto. Within limiting the foregoing, THERE IS NO
WARRANTY, EXPRESSED OR IMPLIED, OF SUITABILITY, MERCHANTABILITY,
HABIT ABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE GIVEN IN
CONNECTION WITH THIS LEASE.
2.02 In addition to the real property leased hereunder, the City also hereby leases,
demises and grants to Lessees, certain surplus property to use for the Leased Premises, such
property more particularly described in Exhibit "E", which is attached hereto and incorporated
herein by reference. Lessees shall, at their sole cost, be responsible for care, maintenance and
operation of such property. Lessee herby further agrees to remove all brands, logos and
identification of the City. In the event that the said property is no longer operable or functional,
it will be returned to the City for disposition.
ARTICLE 3. LEASE TERM
3.01 Commencement Date and Lease Term. Subject to the terms and conditions of this
Lease, the demise set forth in Article 2 above shall be for the Initial Term. The parties agree to
execute, acknowledge and deliver a mutually acceptable form of Memorandum of Lease (which
shall, among other things, memorialize the Lease Commencement Date), contemporaneously
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with the execution and delivery of this Lease, and such Memorandum of Lease shall be recorded
in the real property records of Denton County, Texas.
3.02 Termination. This lease shall terminate and become null and void on the earlier
of (i) the expiration of the Initial Term, or (ii) upon the revocation or termination of the Corps
Lease. In the event of a proposed revocation or early termination of the Corps Lease, the parties
hereto acknowledge and agree that Lessor shall give notice thereof to Lessees, and Lessor shall
use its good faith efforts to prevent any such revocation or early termination. In the event that
Lessor gives Lessees such notice, Lessees shall be entitled to negotiate or otherwise deal directly
with the Corps in connection with a proposed revocation or early termination ofthe Corps Lease;
provided, however, that before negotiating or dealing directly with the Corps, Lessees shall first
give notice to Lessor of their intent to negotiate or deal directly with the Corps. Any holding
over by Lessees after the termination of this Lease shall not constitute a renewal hereof or give
Lessees any rights hereunder in or to the Leased Premises. Upon termination of this Lease, all
improvements to the Leased Premises (whether or not constructed by Lessees) shall be and
become the property of the Lessor; provided, however, Lessees shall be entitled to remove from
the Leased Premises removable fixtures and equipment, provided, that such removal can be
accomplished without umeasonable Injury to the Leased Premises or the remaInIng
improvements on the Leased Premises.
ARTICLE 4. CITY USE
(1) During the term of this Lease, the City shall have the right for use of the Leased
Premises for the following purposes upon giving sixty (60) days written notice:
A. Four (4) special events for civic purposes, for example, national holidays,
seasonal celebrations, or local civic purpose; and
B. Six (6) one-day events at the Hidden Cove Conference Center/Dining Hall
and parking lot.
(2) The City shall also be granted the right to continue the use of annual entry permit
for each of its full time employees. The City shall provide a list of its full time employees to the
Lessees on the anniversary date of this Lease, which may be amended from time to time. This
provision does not grant any license or leasehold interest for any third party and any other fees or
charges, other than entry fees, may be charged to such employee.
ARTICLE 5. RENT
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5.01 During the Term of this Lease, Lessees shall pay rent to Lessor, whichever sum is
greater, as follows:
(1) Minimum Rent. Lessees agree to pay to Lessor as fixed Minimum Rent (herein
so called), the following sums:
. Fifty thousand dollars ($50,000.00) annually, with the first payment due upon
execution of this Lease and subsequent payments on the annual anniversary date.
(2) Percentage Rent. In the event that gross revenues percentage amounts exceed the
minimum, Lessees shall pay against the annual minimum the following percentage rental:
. One percent (1 %) of gross boat sales and restaurant sales; and
. Six percent (6%) of all other sales and fees collected.
Payment of Percentage Rent shall be made not later than sixty (60) days following the
end of each Lease Year, beginning with the third Lease Year and continuing thereafter for each
Lease Year during the remainder of this Lease.
The base minimum rental amount provided herein shall be adjusted annually in
accordance with the Federal Consumer Price Index ("CPI").
(3) In addition to the rent payments as stated above, Developer shall permit JT's
Goods, Inc. the right to continue their current business at Hidden Cove Park with the terms of
operation being as follows:
. 2% of gross revenue paid to the City of The Colony; and
. 4% of gross revenue paid to Marine Quest.
Developer shall provide JT's with sufficient number of convenient courtesy slips for their
use/lease as to accommodate the desired rental programs and shall permit JT's to operate the
Ships Store/Fuel Dock; provided however, that JT's must furnish product and stock as desired.
JT's shall operate under an open ended ongoing renewable lease approved and accepted by
mutual agreement of the parties thereto.
(4) Developer shall prepare a gross revenue report by the 10th day of the month for
the revenue generated from the previous month along with the minimum or percentage rent.
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Said rent payment shall be made payable to The City of The Colony and shall be submitted to the
Parks and Recreation Department Administrative Offices, 5151 North Colony Boulevard, The
Colony, Texas 75056.
5.02 Interest on Late Payments. In the event any rent to be paid hereunder or any other
sum payable by Lessees or Lessor under the provisions of this Lease is not received by Lessor
from Lessees within five (5) days from the date it is due and payable, Lessees shall pay to Lessor
an additional sum ("Late Charge") equal to five percent (5%) of the amount due. Additionally,
in the event any rent to be paid hereunder or any other sum payable by Lessees to Lessor under
the provisions of this Lease is not received by Lessor within ten (10) days after its due for any
reason whatsoever, it is agreed that the amount thus due shall bear interest from its due date at
the Floating Rate (as hereafter defined). Any such interest shall be payable as additional rent
hereunder, shall not be deducted as a business expense for the purpose of determining Gross
Revenue, and shall be paid immediately upon demand.
5.03 Lien for Rent. In consideration of the mutual benefits arising under this Lease,
Lessees hereby grant to Lessor a lien and security interest in all property of Lessees (including
all fixtures, machinery, equipment, furnishings, and other articles of personal property now or
hereafter placed in or on the Leased Premises by Lessees and owned by Lessees, together with
the proceeds from the disposition of those items) (the "Collateral"), now or hereafter placed in or
upon the Leased Premises, as security for payment of all rent and other sums agreed to be paid
by Lessees herein. The provisions of this Section 4.03 constitute a security agreement under the
Texas Uniform Commercial Code, as amended, and Lessor has and may enforce a security
interest in the Collateral. Except on account of replacement, removal or substitution in the
ordinary course of business, the Collateral shall not be removed without the consent of Lessor
until all arrearages in rent and other sums of money then due to Lessor hereunder have been paid
and discharged. On or before the Rent Commencement Date, Lessees shall execute, as Debtor,
two or more Financing Statements, to perfect this security interest pursuant to the Texas Uniform
Commercial Code, as amended. Lessor may at its election at any time file a copy of this Lease
as a Financing Statement. Lessor, as Secured Party, has all of the rights and remedies afforded to
a secured party under the Texas Uniform Commercial Code, as amended, in addition to and
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cumulative to the landlord's liens and rights provided by law or by the other terms and provisions
of this Lease.
5.04 Books and Records. Lessees agree to maintain a complete set of books and
records in connection with all aspects of and specific to this Lease relating to Gross Revenue,
kept and maintained in accordance with generally accepted accounting practices and procedures.
Said books and records shall at all reasonable times be available for inspection, copying and
examination by Lessor or by properly designated employees or agents of Lessor or by the
District Engineer. Lessor may require the keeping of additional records or accounts relating to
Gross Revenue which are customary for businesses conducted on the Leased Premises and which
are reasonable necessary for purposes of identifying, accounting for, and reporting Gross
Revenue.
In order to determine the Gross Revenue received by Lessees, Lessees agree that, within
60 days following the end of the first Lease Year and each Lease Year thereafter, they will file
with the City Secretary a report certified by Lessor's general partner as being true and correct and
in a form to be prescribed and acceptable to the City in sufficient detail to itemize all Gross
Revenue received from the Leased Premises, including revenue from each of the categories
identified in the definition of Gross Revenues as set forth in Section 1.01 ofthis Lease.
Lessor shall have the right, such right not to be exercised more frequently than once in
each Lease Year, to audit the books and records of Lessees pertaining to the calculation of Gross
Revenues produced on and from the Leased Premises so as to confirm the accuracy of the annual
report of Gross Revenue described herein. Such audit, if any, shall be undertaken by a nationally
recognized firm or independent certified public accountants engaged by Lessor and Lessees and
the expense of which is to be paid one-half by Lessor and one-half by Lessees. Lessees shall
cooperate by all reasonable means in order to facilitate a timely and accurate completion of such
audit. A copy of the report of such audit shall be addressed to each of Lessor and Lessees and
shall be delivered to each of Lessor and Lessees at substantially the same time. If such audit
reveals that Lessees have understated Gross Revenues by 5% or more, then, within 30 days
following receipt of such audit report, Lessees shall pay to Lessor the amount of any percentages
rent deficiency based on such understated Gross Revenue (with such penalties for late payment
as may be applicable pursuant to other provisions of this Lease). If such audit shall indicate an
understatement of Gross Revenues of less than 5%, Lessees, in the manner herein above
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provided, shall pay any Percentage Rent deficiency. If such audit indicates an overstatement of
Gross Revenues and, if on account of such overstatement, Percentage Rent in excess of amounts
due have been paid by Lessees to Lessor, then such overpayment (less any amounts other than
Minimum Rent which shall then be due and owing to Lessor) shall be credited against the next
due installment of Minimum Rent.
Lessees shall report to Lessor such other reasonably related information relating to
Lessees and Lessor as Lessor may reasonable consider useful and reasonably necessary.
Lessor may, at any time, make inquiries pertaining to the operation of the Leased
Premises and the improvements thereon, and Lessees shall respond to such inquiries on a timely
basis.
ARTICLE 6. TAXES
6.01 Payment by Lessees. Lessees shall pay and discharge all taxes, general and
special assessments and other similar charges which, during the Initial Term, may be levied on or
assessed against the Leased Premises and all interests therein and all improvements and other
property, including personal property thereon, owned by Lessees. Lessees shall pay all such
taxes, charges and assessments to the public officer charged with the collection thereof not less
than fifteen (15) days before the same shall become delinquent, and Lessees agree to indemnify
and save harmless Lessor from all such taxes, charges and assessments. Lessees shall have the
right in good faith at their sole cost and expense to contest any such taxes, charges and
assessments and shall be obligated to pay the contested amount only if and when finally
determined to be due. Lessees shall give notice to Lessor of their intent to contest any such
taxes, charges or assessments, the amount thereof and the entity to which such taxes, charges or
assessments are purportedly owed.
6.02 Payment by Lessor. Subject to the right of the Lessees to contest taxes,
assessments and governmental charges as hereinabove provided, Lessor may, at any time that the
payment of any item of taxes, special assessments or governmental charges which Lessees are
obligated to pay under the provisions of Section 5.01 remains unpaid, given written notice to
Lessees of its default and if Lessees continue to fail to pay such item of taxes, special
assessments or governmental charges or to contest the same in good faith, then at any time after
ten (10) days from the date of such written notice Lessor may pay the items specified in the
notice and Lessees covenant thereupon on demand to reimburse Lessor any amount so paid or
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expended in the payment of the items specified in the notice, with interest thereon at the Floating
Rate (as hereinafter defined) from the date of such payment by Lessor until repaid by Lessees.
Provided, however, if Lessor, without giving the ten (10) days notice above provided for, pays
any such item which has not been paid by Lessees within the time required in Section 5.01, or
which has not then or thereafter been successfully contested by Lessees, Lessees shall
nevertheless reimburse Lessor for such item, but without interest. I
ARTICLE 7. UTILITIES
Lessees shall payor cause to be paid all charges for water, heat, gas, electricity, sewer
and any and all other utilities used by Lessees on the Leased Premises throughout the Initial
Term of this Lease, including any connection fee or impact fee. Lessor shall make available
sewer and water services access to the Leased Premises when such services are extended to the
area immediately adjacent and contiguous to the Leased Premises, without cost, fee or payment
by Lessees of amounts in excess of customary service connection or "tap" fees for such services.
All water and sewer infrastructure within the Leased Premises shall be paid for solely by
Lessees.
ARTICLE 8. USE OF LEASED PREMISES
Subject to the terms and conditions of the Corps Lease, Lessees shall use the Leased
Premises solely for the purpose of constructing, maintaining and operating the Facilities. The
Facilities shall be open to the public for use on a fee paying basis and/or for such public events
reflected herein. In the use of the Leased Premises and in addition to all of the terms, conditions
and obligations of this Lease, Lessees shall comply with and be subject to those terms and
conditions set forth in Exhibits "C" and "F", which are attached hereto and incorporated herein.
ARTICLE 9. CONSTRUCTION BY LESSEES
9.01 Construction of Improvements. Lessees shall have the right at any time and from
time to time during the Term of this Lease, provided initial approval of the City Manager or his
designee and the District Engineer is obtained in the manner hereinafter set forth in Section 8.02
and at Lessees' sole cost and expense, to construct, erect, maintain, alter, remodel, reconstruct,
rebuild, repair, replace and remove buildings and other improvements on the Leased Premises,
and correct and change the contour of the Leased Premises in accordance with the Developers
Agreement executed by and between the Lessor and Lessees, subject to the following general
conditions:
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(1) The cost of any such construction, reconstruction, demolition or of any
change, alteration or improvements, shall be borne and paid for by Lessees.
(2) Lessees shall not be required to obtain the approval of the District
Engineer to construct, erect, maintain, alter, remodel, reconstruct, rebuild, repair, replace and/or
remove buildings and/or other improvements on the Leased Premises, and/or to correct and/or
change the contour of the Leased Premises. and provided further that such undertaking is
consistent with work approved by the District Engineer; provided, however, that Lessees shall
not make or allow to be made, in order to avoid having to obtain the approval of the District
Engineer, any sequential construction, remodeling, repaIr, removal, or maintenance of
improvements or changes to contour of land when such construction, remodeling, repair,
removal, or maintenance of improvements or changes to contour of land would normally be
accomplished at a single time.
(3) Lessees shall at all times keep and maintain the Leased Premises free of
mechanic's and materialmen's liens.
9.02 (1) Approval of Plans by Lessor and the Corps. No building, structure or
other material improvement, the plans, specifications and proposed location of which have not
first received the written approval of Lessor and the Corps, or which do not comply with such
approved plans, specifications and locations, shall be constructed, placed, erected, or maintained
on the Leased Premises. Any construction, placement or erection of buildings, structures or
other improvements upon the Leased Premises shall comply with all ordinances, rules and
regulations of Lessor which are applicable and Lessees shall submit a detailed site plan for any
such improvements under the Developers Agreement which shall be approved by the City
Manager. Except as may be provided to the contrary elsewhere in this Lease, no material
addition to or alteration of any building or structure erected on the Leased Premises shall be
commenced unless and until plans and specifications of the proposed addition or alteration shall
have been first submitted to and approved by Lessor and the Corps (such approval shall not be
unreasonably withheld if the addition or alteration is consistent with then existing Facilities and
uses); provided, however, that with respect to any such addition or alteration, Lessees shall be
required to comply with all of Lessor's ordinances, rules and regulations relating to the
construction of buildings and improvements which are applicable, generally, throughout the City.
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For purposes of this subsection, an addition to or alteration of a building or structure is a material
if the construction cost thereof exceed the Base Cost.
(2) Approval by Lessor and the Corps. Lessor and the Corps will promptly
review and approve the plans and specifications and development schedule or note in writing any
required changes or corrections which must be made to the Developers Agreement, which is
attached hereto as Exhibit "F." Approval cannot be unreasonably withheld or delayed. If any of
said changes are acceptable, Lessees shall make such required changes or corrections in a prompt
and orderly fashion and resubmit nine (9) sets of the plans and specifications for review and
approval to Lessor and one (1) set to the Corps. The review and approval process shall be
repeated until a mutually satisfactory set of plans and specifications is selected.
If agreement cannot be reached acceptable to all parties, Lessor may, at Lessor's
option, be deemed released from all further liability hereunder and may thereafter terminate this
Lease; provided, however, that Lessees shall pay to Lessor the Prorated amount of rent due
hereunder to the date of such termination.
(3) Matters not Requiring Approval. The following items do not require
submissions to, or approval of plans and specifications by, Lessor and/or the Corps:
(a) Such minor repairs and alterations as may be necessary to maintain
existing structures and improvements in a useful state of repair and operation;
(b) Such changes and alterations, either at the time of the original
construction or thereafter, as may be required by an authorized public official having authority or
jurisdiction over such structures or improvements, in order to comply with legal requirements;
and
(c) Emergency repairs.
(4) Effect of Approval. Neither Lessor nor the Corps, by approving such
plans and specifications, assumes any liability or responsibility therefor or for any defect in any
building or structure constructed from such plans and specifications.
9.03 Commencement of Construction. Lessees shall commence improvements
according to the ten (10) Year Plan contained in Exhibit "F" on or before ninety (90) days from
execution date ofthis Lease by both parties and upon receiving approval from the Corps.
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ARTICLE 10. ENCUMBRANCE OF LEASEHOLD ESTATE
10.01 Encumbrances. Lessees may not, at any time and from time to time, encumber
the Lessees' interests in the leasehold estate by one or more deeds of trust, mortgages or other
security instruments. Except as provided in Section 5.03 of this Lease, Lessor shall never be
required to subordinate Lessor's interest in this Lease or in the Leased Premises. The holder of
indebtedness secured by any mortgage, deed of trust, or other security instrument approved
pursuant to this Section 9.01 is hereafter called a "Lienholder."
10.02 Estoppel Certificates. Upon the written request of either party to this Lease, the
other shall execute, acknowledge and deliver to the requesting party, a written statement
certifying: (i) that none of the terms or provisions of this Lease have been changed (or if they
have been changed, stating how they have been changed); (ii) that this Lease has not been
canceled or terminated; (iii) the last date of payment of Minimum Rent, Percentage Rent and
other charges, and the time period covered by such payment; and (iv) that the other party is not
in default under this Lease (or, if the other party is claimed to be in default, stating why). Such
party shall deliver such statement to the party requesting the same within ten (10) days after the
requesting party's request.
10.03 Asset-Based Lending. Lessees shall have the right, at any time, to encumber all
or any part of its interest in the inventory or trade fixtures on the Leased Premises with a lien to
secure financing, and Lessor agrees to execute, subject to other provisions of this Lease, such
waiver, subordination, or other agreements as any such asset-based lender may reasonably
request in connection with such financing. Lessees agrees that any such Lessor's waiver shall
include a provision reasonably acceptable to Lessor to the effect that (i) such asset-based lender
shall have the right to remove such financed items from the Leased Premises only during the
term of this Lease and for a period of sixty (60) days after Lessor has given written notice to
such lender that the Lease has been terminated, for any reason; (ii) if such lender undertakes such
removal, such lender shall be obligated to repair, at such lender's expense, any damage to the
Leased Premises or the improvements thereon caused by the removal of any such financed items;
and (iii) if such lender fails to remove such financed items during the term of this Lease, or
within sixty (60) days after receiving written notice from Lessor of the termination of this Lease,
such financed items shall be deemed to have been abandoned by such lender to Lessor.
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ARTICLE 11. REPAIRS. RESTORATION AND MAINTENANCE
11.01 Lessees' Duties to Repair; Discovery of Hazardous Substances. Lessees, at
Lessees' own cost and expense at all times during the Initial Term, shall keep and maintain, or
cause to be kept and maintained, the Leased Premises and all buildings and improvements which
may be constructed, placed, located, or erected on the Leased Premises in a good state of
appearance and repair, reasonable wear and tear excepted. The Lessor's City Manager or his
designee acting alone or in concert with the District Engineer, upon discovery of any hazardous
conditions on the Leased Premises that presents an immediate threat to health and/or danger to
life or property, will so notify Lessees and will require that the affected part or all of the Leased
Premises be closed to the public until such condition is corrected and the danger to the public
eliminated. If the condition is not corrected within a reasonable time specified by the City
Manager, the City Manager will have the option to: (1) correct the hazardous conditions and
collect the cost of repairs from the Lessees; or (2) terminate this Lease. For any such action,
Lessees and its assign or sublessees shall have no claim for damages against the United States,
the City of The Colony, Texas, or any of their officials, officers, agents, or employees.
11.02 Damage or Destruction - Repair.
(1) In case of any damage to or destruction of the buildings, structures and
equipment on the Leased Premises, or any part thereof, Lessees will promptly give written notice
thereof to Lessor, generally describing the nature and extent of such damage and/or destruction.
(2) In case of any damage to or destruction of the buildings, structures and
equipment on the Leased Premises, or any part thereof, Lessees, whether or not the insurance
proceeds, if any, payable on account of such damage and/or destruction shall be sufficient for
such purpose, at Lessees' sole cost, risk and expense will promptly commence and complete the
restoration, repair and replacement of said buildings, structures, and equipment as nearly as
possible to their value, condition and character immediately prior to such damage and/or
destruction, with such alterations therein and additions thereto as may be approved in writing by
Lessor (hereinafter sometimes referred to as the "Restoration").
(3) All insurance proceeds, if any, payable on account of such damage to or
destruction of the buildings, structures and equipment on the Leased Premises shall be payable to
and held by Lessees; provided, however, that any time there is a lien on the leasehold estate
complying with the provisions of Article 9 hereof said insurance, at Lessees' option, may contain
15
a loss payable clause in favor or any mortgages or trustee in connection with any such mortgage
or lien under the terms of which any proceeds will be payable solely to such mortgagee or
trustee, and such mortgagee or trustee shall be required to comply with all of the terms and
conditions of the use of any such insurance proceeds set forth herein. Lessees, or any such
mortgagee or trustee, shall give to Lessor prompt written notice of the payment to Lessees,
mortgagee or trustee of any such insurance proceeds and the amount of such proceeds.
(4) All insurance proceeds received by Lessees on account of any damage to
or destruction of the Leased Premises or any buildings, structures and equipment on the Leased
Premises, or any part thereof, shall be used to pay the cost of Restoration. Lessees shall provide
to Lessor, upon Lessor's written request, records and documents sufficient to reasonably
establish to Lessor that the insurance proceeds have been used for the purpose of Restoration.
(5) Lessor shall have the right to commence or complete Restoration if (a)
Lessor has given Lessees thirty (30) days prior written notice requesting the commencement of
Restoration or that Lessees diligently proceed to the completion of Restoration and (b) if Lessees
during such thirty (30) day period does not so commence or proceed to diligently complete
Restoration. In such event, Lessees shall promptly pay to Lessor all such insurance proceeds for
the purpose of commencing or completing the Restoration, and Lessees shall pay any deficiency
if such proceeds are not sufficient for Restoration.
11.03 Mechanic's Liens.
(1) Lessees shall not suffer or permit any mechanic's liens or other liens to be
filed against the fee of the Leased Premises nor against Lessees' leasehold interest in the land nor
any buildings or improvements on the Leased Premises by reason of any work, labor, services or
materials supplied or claimed to have been supplied to Lessees or to anyone holding the Leased
Premises or any part thereof through or under Lessees.
(2) If any such mechanic's lien or materialmen's liens shall be recorded
against the Leased Premises, or any improvements thereon, Lessees shall cause the same to be
removed or, in the alternative, if Lessees in good faith desires to contest the same, Lessees shall
be privileged to do so, but in such case Lessees hereby agrees to provide a surety bond, or other
collateral, acceptable to Lessor and to indemnify and save Lessor harmless from all liability for
damages occasioned thereby and shall, in the event of a judgment of foreclosure on said
16
mechanic's or materialman's liens, cause the same to be discharged and removed prior to the
execution of such judgment.
11.04 Restoration Upon Termination/Expiration of Lease. Upon the expiration or
earlier termination of this Lease, Lessees shall vacate the Leased Premises, remove all of
Lessees' equipment, removable fixtures and other personal property from the Leased Premises,
and, if Lessees, without obtaining any approvals from Lessor or the Corps required by this Lease,
has made any unauthorized improvements to the Leased Premises ("Unauthorized
Improvements"), Lessees shall at the option of the Lessor and the Corps, restore the Leased
Premises so as to remove the Unauthorized Improvements. Lessees shall be required to repair
any damage to the Leased Premises caused by the removal of any property from the Leased
Premises in a good and workmanlike manner at Lessees' sole cost and expense. If at the time of
the expiration or termination of this Lease there exists on the Leased Premises a building for
which a certificate of occupancy is required by the City of The Colony and for which a
certificate of occupancy has not been issued (and which has not be unreasonably withheld by the
City), Lessees shall, at Lessor's request and at Lessees' sole cost and expense, promptly remove
or cause the removal of such building and restore to a good condition the premises on which any
such building or part thereof was situated. If Lessees shall fail or neglect to remove said
personal property or perform any restoration required by the preceding provisions of this Article
10, then, at the option of the Lessor, Lessor may cause such restoration to be performed and said
personal property shall either become the property of the Lessor without compensation therefor,
or the Lessor may cause the personal property to be removed, and no claim for damages against
the Lessor or its officials or agents shall be created by or made an account of such removal and
restoration work. Lessees shall also pay Lessor on demand any sum which may be expended by
Lessor in performing such restoration of the Leased Premises. The provisions of this Section
11.04 shall survive the termination or expiration of this Lease.
ARTICLE 12. MAINTENANCE
Lessees shall have the responsibility for proper maintenance of the roadways, structures,
buildings, infrastructure, grounds, shoreline, buoys, docks, and all other amenities associated
with the Leased Premises, identified but not limited to, maintenance standards outlined in the
Developer's Agreement.
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ARTICLE 13. WATER RIGHTS AND USAGE
13.01 Grant. Lessor hereby grants to Lessees, during the Initial Term of this Lease, all
rights which Lessor has or may have, by virtue of the Corps Lease or otherwise, to the use of
surface water and ground water on the Leased Premises. No additional water wells shall be
drilled or additional pumping equipment installed without the prior written approval of Lessor
and the District Engineer and other approvals as may be required. The existing well and
pumping equipment are exempted and such well and equipment shall remain on leased premises
upon termination of this lease. Such approval by Lessor shall not be unreasonably withheld or
delayed. Title to all permitted pumping equipment not removed by Lessees prior thereto shall
pass to Lessor upon termination of this Lease.
13.02 City of Dallas Water. In addition to the grant set forth in Section 12.01 above,
Lessor hereby agrees to use Lessor's best efforts to assist Lessees to the extent reasonably
possible to obtain permission of the City of Dallas, Texas, and/or any other governmental body
or agency having jurisdiction thereof, to withdraw untreated water from Lake Lewisville for
irrigation purposes on the Leased Premises upon the most favorable rates charged by the City of
Dallas. It is agreed, however, that in the exercise of its "best efforts", Lessor shall not be
required to make any expenditures and all costs related to obtaining such permission to withdraw
untreated water, and all costs for water actually withdrawn after obtaining such permission, shall
be borne by and be the sole responsibility of Lessees.
13.03 Certain Maintenance Obligations. Lessees shall be responsible for construction,
maintenance and repair of the water systems and equipment utilized in the Leased Premises, and,
except as to the potable, treated water to be provided under Section 12.03 above, shall further be
responsible for insuring compliance with all state and local laws governing water quality and
testing.
ARTICLE 14. ACCESS TO PROPERTY
Lessor and Lessees mutually agree that land access to the Leased Premises shall be
designated and shown on Exhibit "B" attached hereto and made a part hereof. Lessees, through
its employees, shall have sole responsibility for allowing access to the Leased Premises by
unlocking access gates each morning and shall further have sole responsibility for securing the
Leased Premises by locking any access gate each evening (if applicable) during any period of
time when Leased Premises are not open and available to the public, except those who have
18
permitted access, or when the Leased Premises are not regularly patrolled by local police or
private security guards. Lessees further agree that Lessor's police department and fire
department shall be provided with duplicate keys to the access gates for use in obtaining access
to the Leased Premises for security patrols and in emergency situations. Designated
representatives from the local governmental authorities and the Corps shall have the right to
enter upon the Leased Premises for the purpose of inspection of the land and facilities.
ARTICLE 15. INSURANCE AND INDEMNIFICATION
15.01 Insurance.
(1) During the period of construction of any building or other improvement on
the Leased Premises and at all times thereafter during the Lease Term, Lessees shall keep (or
cause each operator of Facilities on the Leased Premises to keep) the improvements insured
against loss or damage by fire, lightning and other risks, with extended coverage endorsement or
its equivalent in such responsible insurance companies, having a minimum Best's Rating of A or
better and licensed to do business in the State of Texas, as Lessees or such operator shall select.
Insurance must be in amounts not less than eighty percent (80%) ofthe full insurable value of the
buildings and other improvements. The phrase "full insurable value" as used herein means
actual replacement value at the time of such loss. Upon written request by Lessor and not more
often than once every two (2) years, such replacement value shall be determined by a qualified
appraiser, a copy of whose findings shall be submitted to Lessor, and thereafter, proper
adjustment in the limits of insurance coverage shall be effected based upon such findings. All
such insurance shall be issued by companies as required by any such mortgagee or trustee, or if
not so required, reasonably acceptable to any such mortgagee or trustee.
(2) Lessees, at their own expense, shall provide and keep in force during this
Lease (or shall cause each operator of Facilities on the Leased Premises to provide and keep in
force with respect to such Facilities), commercial general liability and property damage liability
insurance covering Lessees, such operator and any of Lessees' and such operator's contractors,
premises operations liability, and contractual liability, covering but not limited to, the liability
assumed under the indemnification provisions of this Lease, with one or more responsible
insurance companies having a minimum Best's rating of A and duly authorized to transact
business in Texas, with limits of liability for bodily injury, death and property damage of not less
than $1,000,000. Coverage must be on a "occurrence" basis.
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(3) Lessees agree, at their own cost and expense, to obtain and maintain (or to
cause each operator of Facilities on the Leased Premises to obtain and maintain) workers'
compensation insurance during the term of this Lease and, at all times when demolition,
excavation or construction work is in progress on the Leased Premises, construction liability
insurance with responsible insurance companies having a minimum Best's rating of A and duly
authorized to transact business in Texas, with limits of One Million Dollars ($1,000,000) for
injury to or the death of any person and One Hundred Thousand Dollars ($100,000) property
damage, protecting Lessees, as well as such other person or persons as Lessees may designate,
against any and all liability for injury to or the death of any person or damage to or destruction of
any property in any way arising out of such demolition, excavation, construction, or other work.
(4) All Insurance policies required pursuant to the provisions of this Article
15 may contain deductible amounts or self-insured retention amounts for liability and property
and casualty loss, but not in excess of any amount equal to Fifty Thousand Dollars ($50,000) per
policy. Lessees agree that if it does not keep, or cause to be kept, such insurance in full force
and effect that Lessor may notice Lessees of such failure and if Lessees do not deliver to Lessor
within ten (10) days after such notice policies or certificates, as may be requested by Lessor,
showing all such insurance to be in full force and effect, Lessor may, at its option and without
waiving any of its rights to terminate this Lease, take out all necessary insurance to comply with
the provisions hereof and pay the premiums on the items specified in such notice and Lessees
covenants thereupon on demand to reimburse and pay Lessor any amount so paid or expended in
the payment of the insurance premiums required hereby and specified in the notices, with interest
thereon at the Floating Rate (as defined in Section 5.02) from the date of such payment by Lessor
until repaid by Lessees.
(5) With respect to any Facilities, in the event that Lessees, or any operator of
Facilities on the Leased Premises, is able to establish to the reasonable satisfaction of Lessor
that, with respect to such Facilities, Lessees or such operator has a net worth greater than or
equal to Five Million Dollars ($5,000,000.00), then as to such Facilities only, the policies of
insurance required of Lessees or of such operator pursuant to the provisions of this Lease may
contain deductible amounts or self-insured retention amounts for liability and property and
casualty loss in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000.00). With
respect to the remainder of the Leased Premises not covered by any such Facilities, Lessees shall
20
be required to maintain insurance as set forth herein with the deductible amounts of self-insured
retention amounts as are described in Section 15.01(4). Lessor acknowledges and agrees that
current financial statements prepared by an independent firm of certified public accountants in
accordance with generally accepted accounting principles which reflect a net worth of Five
Million Dollars ($5,000,000.00) or more shall be reasonable satisfactory evidence for purposed
of this Section 15.01(5).
(6) All such policies of insurance shall (a) be issued by insurance companies
reasonably acceptable to Lessor, (b) shall name Lessor, its officers, employees and agents as an
additional insured or loss payee, as the case may be, (c) contain a waiver of subrogation
endorsement in favor of Lessor, and (d) provide for at least thirty (30) days written notice to
Lessor and to the Corps prior to cancellation, non-renewal or modification. Certified copies of
all such policies shall be promptly delivered to Lessor and the Corps: provided, however, that
Lessor and Corps, in their respective discretion and in lieu of certified copies of such policies,
may permit the delivery of certificates of insurance together with the declaration page of such
policies, along with the endorsement naming Lessor as an additional insured or loss payee, as the
case may be. Lessor reserves the right to review the insurance requirements contained herein
and to reasonably adjust coverages and limits when deemed necessary and prudent by Lessor.
15.02 INDEMNIFICATION. LESSEES AGREE TO INDEMNIFY LESSOR, ITS
OFFICIALS, OFFICERS, EMPLOYEES AND AGENTS (TOGETHER, FOR PURPOSES
OF THIS SECTION 15.02, "LESSOR") AND THE CORPS, ITS OFFICIALS,
OFFICERS, EMPLOYEES, AND AGENTS (TOGETHER, FOR THE PURPOSES OF
THIS SECTION 15.02, "CORPS") AGAINST, AND HOLD LESSOR AND THE CORPS
HARMLESS FROM, ANY AND ALL LIABILITY, LOSS, COST, FEES, ACTIONS,
CAUSES OF ACTION, LAWSUITS, JUDGMENTS, CLAIMS, DAMAGES (INCLUDING
ALL CONSEQUENTIAL DAMAGES(, OR EXPENSE (INCLUDING ATTORNEY'S
FEES AND COURT COSTS) FOR ANY INJURY TO OR THE DEATH OF ANY
PERSON OR DAMAGE TO OR DESTRUCTION OF ANY PROPERTY RESULTING
FROM OR BASED UPON, IN WHOLE OR IN PART, ANY ACT OR OMISSION OF,
OR ANY ACT ARISING OUT OF THE USE AND OPERATION OF LEASED
PREMISES BY, LESSEES, THEIR OFFICERS, EMPLOYEES, AGENTS,
CONTRACTORS, SUBCONTRACTORS, OR INVITEES UNDER OR IN
21
CONNECTION WITH THIS LEASE, EXCEPT FOR ANY SUCH LIABILITY, LOSS,
COST OR EXPENSE WHICH IS ATTRIBUTABLE TO THE GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OF LESSOR OR THE CORPS, AS THE CASE MAY BE.
THE PROVISIONS OF THIS SECTION ARE SOLELY FOR THE BENEFIT OF THE
PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY
RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY THIRD PERSON OR ENTITY.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OR
EXPIRATION OF THIS LEASE.
ARTICLE 16. ASSIGNMENT AND SUBLEASE
Lessees may not assign, sublet, or otherwise convey its leasehold estate in it entirety or
any portion of the unexpired term thereof and may not assign, sublet or otherwise covey the
Leased Premises or any portion of the same or all or any portion of any building or improvement
erected, located or placed on the Leased Premises at any time and from time to time, without
having first obtained the express written approval of Lessor and District Engineer, which
approval shall not be umeasonably withheld or delayed. Any such assignment, subletting or
conveyance shall be expressly subject to all the terms and provisions ofthis Lease. Lessees shall
not assign, sublet or otherwise convey Lessees' leasehold interest or their rights and obligations
hereunder without first obtaining a written agreement whereby each assignee or sublessee agrees
to be bound by the terms and conditions of this Lease. No such assignment, subletting or other
conveyance shall constitute a novation. In the event of the occurrence of an event of default
while the Lease Premises are assigned or sublet, Lessor, in addition to any other remedies
provided herein or by law, may at the Lessor's option, collect directly from such assignee or
subtenant all rents or other sums becoming due under such assignment or subletting and apply
such rents against any sums due to Lessor hereunder. No direct collection by Lessor from any
such assignee or subtenant or any other set of circumstances shall release Lessees from the
payment or performance of Lessees' obligations hereunder. For purposes of this Lease, any
agreements between Lessees and any concessionaire for the provisions of food and refreshments
on the Leased Premises shall not be deemed a violation of the provisions of this Article 16 or a
default under this Lease.
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ARTICLE 17. DEFAULT AND REMEDIES
17.01 Events of Default. Any of the following occurrences or acts shall constitute an
event of default under this Lease:
(a) if Lessees shall
(i) default in making payment when due of any rent or any other
amount payable by Lessees to Lessor hereunder or in keeping any insurance required hereunder
in full force and effect; or
(ii) fail to commence or complete the construction of any I
improvements to the Leased Premises in accordance with any timetable which has been or may
be agreed upon or a concept plan approved by Lessor; or
(iii) following commencement of use and operation of the Leased I
Premises, abandon the Leased Premises (failure to occupy and operate the Leased Premises for
ten (10) consecutive days, for reasons other than because of adverse weather conditions, natural
disaster or other force majeure reasons, shall be deemed an abandonment); and if such default
shall continue as to subsection (i) above, for ten (10) days, or as to subsections (ii) and (iii) above
for thirty (30) days, in each case after Lessor shall have given to Lessees, and any Lienholder as
required by Section 9.02 above, written notice specifying such default and demanding that the
same be cured, or, with respect to a default under subsections (ii) or (iii), if by reason of the
nature thereof such default cannot be cured by the payment of money and cannot with due
diligence by wholly cured within such period of thirty (30) days, if Lessees shall fail to proceed
promptly to cure the same and thereafter prosecute the curing of such default with diligence, it
being intended in connection with a default not susceptible of being wholly cured with due
diligence within such period, that the time within which to cure the same shall be extended for
such period as may be necessary to complete the curing of same with all due diligence, but in no
event longer that one hundred eighty (180) days; or
(b) if Lessees shall make a general assignment for the benefit of creditor, or
shall file a petition in bankruptcy, or shall be adjudicated, bankrupt or insolvent, or shall file a
petition seeking any reorganization, arrangement, composition readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or regulation, or shall file an
answer admitting or shall fail reasonably to contest the material allegations of a petition filed
23
against it in any proceeding, or shall seek or consent or acquiesce in the appointment of any
trustee, receiver or liquidator of Lessees or any material part oftheir properties; or
(c) if, within ninety (90) days after commencement of any proceeding against
Lessees seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or regulation, such
proceeding shall not have been dismissed, or within ninety (90) days after the appointment
without the consent or acquiescence by Lessees, of any trustee, receiver or liquidator of Lessees
or of any material part of their properties, such appointment shall not have been vacated; or
(d) if a final judgment for the payment of money in any material amount in
excess of One Million Dollars ($1,000,000.00) and which is not covered by any insurance
insuring the interest of Lessees shall be rendered against Lessees, and within sixty (60) days after
the entry thereof such judgment shall not have been discharged or execution thereof stayed
pending appeal or if within sixty (60) days after the expiration of such stay, such judgment shall
not have been discharged.
17.02 Remedies of Lessor. Upon the occurrence of any of the events of default
described herein, which default remains uncured after the respective period set forth above,
Lessor shall have the option to pursue anyone or more of the following remedies without notice
or demand whatsoever:
(a) Terminate this Lease, in which event Lessees shall immediately surrender
the Leased Premises to Lessor. If Lessees fail to so surrender the Leased Premises, Lessor may,
without prejudice to any other remedy which Lessor may have for possession of the Leased
Premises or arrearages in rent, enter upon and take possession of the Leased Premises and expel
or remove Lessees and any other person who may be occupying the Leased Premises or any part
thereof, without being liable for prosecution or any claim for damages therefor. In such event,
Lessees shall promptly pay to Lessor on demand an amount of loss and damages equal to the
sum of the amounts of Minimum Rent that would have otherwise been payable by Lessees to
Lessor in the two (2) years next following the date of termination.
(b) Enter upon and take possessIOn of the Leased Premises without
terminating this Lease and without being liable for prosecution or for any claim for damages
therefor, and expel or remove Lessees and any other person who may be occupying the Leased
24
Premises or any part thereof, and Lessor may relet the Leased Premises and receive the rent
therefor.
(c) Enter upon the Leased Premises without terminating this Lease and
without being liable for prosecution or for any claim for damages therefor, and do whatever
Lessees is obligated to do under the terms of this Lease. Lessees agree to pay Lessor on demand
for expenses which Lessor may incur in thus effecting compliance with Lessees' obligations
under this Lease; provided, however, that Lessees' obligations to pay Lessor such expenses shall
not exceed an amount equal to the sum of the amounts of Minimum Rent that would have
otherwise been payable by Lessees to Lessor in the two (2) years next following Lessor's
entrance upon the Leased Premises. Lessor shall not be liable for any damages resulting to
Lessees from such action, whether cause by negligence of Lessor or otherwise.
Pursuit of any of the remedies hereunder shall not preclude pursuit of any of the other
remedies herein provided or any other remedies provided by law, nor shall pursuit of any remedy
herein provided constitute a forfeiture or waiver of any rent due to Lessor hereunder or of any
damages accruing to Lessor by reason of the violations of any of the terms, conditions and
covenants herein contained.
ARTICLE 18. HISTORIC PRESERVATION
Lessees shall not remove or disturb, or cause or permit to be removed or disturbed, any
historical, archaeological, architectural or other cultural artifacts, relics, remains, or objects of
antiquity. In the event such items are discovered on the Leased Premises, Lessees shall
immediately notify Lessor and protect the site and the material from further disturbance until the
Lessor gives clearance to proceed, which clearance shall not be unreasonably withheld or
delayed.
ARTICLE 19. ENVIRONMENTAL COVENANTS
19.01 Lessees covenant that (a) no toxic or hazardous substances, including, without
limitation, asbestos and the group of organic compounds known as polychlorinated biphenyls
(except such substances as are used in accordance with law), shall be generated, treated, stored or
disposed of, or otherwise deposited in or located on, or released on or to the Leased Premises,
including, without limitation, the surface and the subsurface waters of the Leased Premises, (b)
Lessees will not engage in and will not permit any other party to engage in any activity on the
Leased Premises which would cause (i) the Leased Premises to become a hazardous waste
25
treatment storage or disposal facility within the meaning of, or otherwise bring the Leased
Premises within the ambit of, the Resource conservation and Recovery Act of 1975 ("RCRA"),
42 U.S.C. 6901, et seq., as amended, or any similar state law or local ordinance or other
environmental law, (ii) a release or threatened release of a hazardous substance from or to the
Leased Premises within the ambit of, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. 9601-9657, as amended, or
any similar state law or local ordinance or any other environmental law, or (iii) the discharge
(except in accordance with applicable law) of pollutants or effluents into any water source or
system, or the discharge (except in accordance with applicable law) into the air of any emissions,
which would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. 1252, et
seq., or the Clean Air Act, 42 U.S.c. 7401, et seq., or any similar state law or local ordinance or
any other environmental law, (c) Lessees will not permit any substance or conditions in or on the
Leased Premises which might support a claim or causes of action under RCRA, CERCLA, or
any other federal, state or local environmental statutes, regulations, ordinances or other
environmental regulatory requirements, and (d) no other ground storage tank will be located on
or under the Leased Premises, except as presently exists or is approved per this Lease. As used
herein, the terms "hazardous substance" and "release" shall have the meanings specified in
CERCLA, and the terms "solid waste" and "disposal" (or "disposed") shall have the meanings
specified in RCRA; provided, in the event either CERCLA or RCRA is amended so as to
broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent
to the effective date of such amendment, provided, further, to the extent that the laws of the State
of Texas establish a meaning for such terms which is broader than that specified in either
CERCLA or RCRA, such broader meaning shall apply.
19.02 In the event Lessees or Lessor is obligated by any applicable federal, state or local
law, ordinance or regulation or otherwise directed by any governmental agency or authority, to
clean up, remove or encapsulate or cause the clean up, removal, or encapsulation of any
Hazardous Wastes and/or Hazardous Material or asbestos or material contain asbestos
("Asbestos") from the Leased Premises, the Lessees hereby guarantee to Lessor that the Lessees
(i) shall promptly undertake to arrange for such clean up, removal and disposal in accordance
with all governmental regulations, (ii) shall exercise their best efforts to insure that such clean up
26
and removal shall be conducted in a timely and diligent manner, and (iii) hereby assumes the
costs and expense, including any fines, of such clean up and removal.
19.03 In the event that any lien is recorded or filed against the Leased Premises pursuant
to any governmental regulations regarding Hazardous Materials, Hazardous Wastes, or Asbestos,
Lessees hereby guarantee to Lessor that Lessees shall, not later than thirty (30) days following
the filing of such lien, satisfy the claim and cause the lien thereunder to be discharge of record
(whether by payment, bonding or as otherwise provided in Section 7.2 hereof).
19.04 In addition to the foregoing, Lessees shall protect, defend, indemnify and save
harmless Lessor, and Lessor's officers, officials, agents, employees and representatives from and
against all loss (including diminution in the value of the Leased Premises), cost, damage,
liability, obligation, causes of action, fine, penalty or expense (including attorney's fees and
expenses for investigation, inspection, removal, clean up, and remedial costs incurred to permit
continued or resume normal operation of the Leased Premises), imposed upon or incurred by or
asserted against Lessor, its officers, officials, employees or agents by reason of (i) the presence
of any Hazardous Materials and/or Hazardous Wastes on, from, or affecting the Leased Premises
or any other property or the presence of Asbestos on the Leased Premises; (ii) any personal
injury (including wrongful death) or property damage or destruction (real or personal) arising out
of or related to such Hazardous Wastes, Hazardous Materials or Asbestos; (iii) any lawsuit
brought or threatened, settlement reached, or government order relating to such Hazardous
Wastes, Hazardous Materials or Asbestos; or (iv) any violation of laws, orders, regulations,
requirements, or demands of governmental authorities, which are based upon or in any way
related to Hazardous Wastes, Hazardous Materials or Asbestos including, without limitation, the
costs and expenses of any remedial action, attorney and consultant fees, investigation and
laboratory fees, court costs, and litigation expenses. The above and foregoing obligation
contained in this Section 19.04 shall only apply to any act or omission of Lessees or of Lessees'
officers, principals, employees, agents, contractors, or subcontractors in connection with any loss
(including diminution in the value of the Leased Premises), cost, damage, liability, obligation,
causes of action, fine, penalty or expense (including attorney's fees and expenses for
investigation, inspection, removal, clean up, and remedial costs incurred to permit continued or
resume normal operations of the Leased Premises), imposed upon or incurred by or asserted
27
against Lessor, its officers, officials, agents or employees by reason of subparts (i) through (iv)
of this Section 19.04.
ARTICLE 20. SOIL AND WATER CONSERVATION
Lessees shall maintain in a manner reasonably satisfactory to Lessor, all soil and water
conservation structures that may be in existence upon the Leased Premises at the beginning of, or
that may be constructed by Lessees during the term of this Lease, and Lessees shall take
appropriate measures to prevent or control soil erosion within the Leased Premises. Any soil
erosion occurring outside the Leased Premises resulting from the activities of Lessees shall be
corrected by Lessees as reasonably directed by Lessor.
ARTICLE 21. COVENANT AGAINST CONTINGENT FEES
Lessees warrants that no person or selling agency has been employed or retained to solicit
or secure this Lease upon an agreement or understanding for a commission, percentage,
brokerage, or contingent fee. For breach or violation of this warranty, Lessor, as its sole
exclusive remedy, shall have the right to require Lessees to pay the full amount of such
commission, percentage, brokerage, or contingent fee.
ARTICLE 22. NATURAL RESOURCES
Lessees shall cut no timber, conduct no mining operations, remove no sand, gravel or
kindred substances from the ground, commit no waste of any kind, nor in any manner
substantially change the contour or condition of the Leased Premises, except as may be
authorized by Lessor and the Corps or as may be incidental to construction of improvements in
accordance with plans and specifications approved by Lessor and the Corps.
ARTICLE 23. ADVERTISING
In connection with any advertising or promotional material relative to the Facilities,
Lessees shall use reasonable good faith efforts to include therein the use of the service mark
(logo) of the City of The Colony, Texas, or shall use the words "The Colony, Texas", or both. In
connection therewith, Lessor does hereby grant to Lessees the personal and nontransferable right
and license to use the service mark in the development and promotion of the Leased Premises.
Whenever Lessees use the service mark in advertising or in any other manner in connection with
the Leased Premises, Lessees shall clearly indicate Lessor's ownership of the service mark. The
right granted to Lessees herein shall not be assigned, transferred or otherwise conveyed without
Lessor's prior written consent. Lessees acknowledge Lessor's exclusive right, title, and interest
28
in and to the service mark and will not at any time do or cause to be done any act or thing
contesting or in any way impairing or tending to impair any part of such right, title, and interest.
In connection with the use of the service mark, Lessees shall not in any manner represent that it
has any ownership in the service mark or registration thereof, and Lessees acknowledge that use
of the service mark shall not create in Lessees' favor any right, title, or interest in or to the
service mark, but all uses of the service mark by Lessees shall inure to the benefit of Lessor.
Upon termination of this Lease in any manner provided herein, Lessees will cease and desist
from all use of the service mark in any way (and will at Lessor's request deliver up to Lessor, or
its duly authorized representatives, all material and papers upon which the service mark appears),
and Lessees shall at not time adopt or use, without Lessor's prior written consent, any word or
mark which is likely to be similar to or confusing with the service mark.
ARTICLE 24. DISPUTE RESOLUTION
If a dispute arises with respect to this Lease, the parties to the dispute shall first attempt to
resolve it through direct discussions in the spirit of mutual cooperation. If the parties' attempts to
resolve their disagreements through negotiation fail, the dispute shall be mediated by a mutually
acceptable third-party to be chosen by the disputing parties within thirty (30) days after written
notice by one of them demanding mediation. The disputing parties shall share the costs of the
mediation equally. By mutual agreement, the parties may postpone mediation until each has
completed some specified but limited discovery about the dispute. By mutual agreement, the
parties may use a nonbinding form of dispute resolution other than mediation. Any nonbinding
dispute resolution process conducted under this Article shall be confidential within the meaning
of Sections 154.053 and 154.073 of the Texas Civil Practice and Remedies Code and any
successor statute thereto. If neither a negotiated settlement nor mediated resolution is obtained
within the time periods provided by this Article, the parties may pursue any available legal or
equitable remedy; provided, however, that this Article shall not preclude Lessor from exercising
any remedy available to Lessor under this Lease.
29
ARTICLE 25. COVENANTS AND WARRANTIES
25.01 Lessor's Power and Authority. Lessor hereby represents and warrants that it is the
Lessees under a lease a lease between Lessor and the Corps and that, pursuant thereto, it has the
full power and authority to enter into this Lease, subject to the Corps' right of approval of the
terms set forth herein. Lessor further represents and warrants that Lessor shall not subject the
Leased Premises to any encumbrances or liens, nor shall it subject this Lease to any
encumbrances or liens, except those approved in writing by Lessees.
25.02 Lessees' Quiet Enioyment. Lessor covenants and agrees that Lessees, on paying
the rent and other charges herein provided for and observing and keeping the covenants,
conditions, and terms of this Lease on Lessees' part to be kept or performed, shall lawfully and
quietly hold, occupy, and enjoy the Leased Premises during the term of this Lease without
hindrance or molestation of Lessor or any other person claiming by, through or under Lessor.
Provided Lessees are not in default (beyond the expiration of any applicable cure period)
pursuant to the provisions of Section 17.01 of this Lease, Lessor shall pay and perform each of
its obligation sunder the Corps Lease in a timely manner.
25.03 Certain Non-Discrimination Matters. Lessees covenant and agree that the
Facilities to be constructed and operated on the Leased Premises shall be open to and for use by
the general public and that Lessees, their assigns, sublessees or concessionaires shall not
discriminate against any person or persons or exclude any persons from participation in and use
of the Facilities or any other programs or activities conducted on the Leased Premises because of
race, color, age, sex, handicap, national origin or religion. Lessees, by acceptance of this Lease,
hereby gives assurances that Title VI of the Civil Rights Act of 1964 (Public Law 88-352) and
all requirements imposed by or pursuant to the Directive of the Department of Defense (32) CFR
Part 300 issued as Department of Defense Directive 5500.11.17 May 1971 will be complied
with.
25.04 Compliance with Laws. Lessees covenant and agree that they shall comply with
all laws, ordinances, rules and regulations of municipal, state, federal and other agencies or
bodies, including, but not limited to, environmental laws, having jurisdiction thereof relating to
the Leased Premises and the construction, use, condition or occupancy of any improvements on
the Leased Premises and the use of all personal property used on the Leased Premises or in or
related to the operation of any improvements thereon. Without limiting the foregoing, Lessees
30
expressly covenant and agree that all buildings and other improvements constructed on the
Leased Premises shall be constructed in accordance with the building codes and regulation and
inspection procedures imposed by Lessor on similar construction within Lessor's municipal
boundaries.
25.05 First Right of Refusal. Lessees shall have first right of refusal for development or
improvements to areas within Hidden Cove Park which were excluded from the initial Leased
Premises.
ARTICLE 26. GENERAL PROTECTIVE PROVISION
26.01 Relationship Between Parties. The relationship between Lessor and Lessees at all
times shall remain solely that of landlord and tenant and not be deemed to be a partnership or
joint venture.
26.02 Force Majeure. It is expressly understood and agreed that if commencement of
construction of the Facilities or the completion of the same or the curing of any default (other
than failure to pay rent, interest thereon, insurance premiums, or ad valorem taxes) or the
performance of any other covenant, agreement, obligation or undertaking herein contained is
delayed by reason of war, civil commotion, blight, flood, drought or other similar or dissimilar
act of God, governmental restrictions, regulations or interferences, non-issuance of governmental
permits or approvals (except for reasons caused by Lessees), fire or other casualty or any
circumstances beyond Lessees' control or beyond the control of the party obligated or permitted
under the terms hereof to do or perform the same, regardless of whether any such circumstance
are similar to any of those enumerated or not, each party shall be excused from doing or
performing the same during such period of delay.
26.03 No Waiver. 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, conditions or stipulation hereof.
26.04 Use Clause. Lessees agree not to use the Leased Premises or any building or
improvement situated upon said Leased Premises, or any part thereof for any use or purpose in
violation of any applicable law, regulation, or ordinance of the United States, the State of Texas
or the City of The Colony, Texas, or other lawful authority having jurisdiction over the Leased
Premises.
31
ARTICLE 27. SUBORDINATION TO CORPS LEASE~ NON-DISTURBANCE
27.01 Lease Subject to Corps Lease.
(1) Lessor and Lessees mutually acknowledge and agree that this Lease, and
the respective rights and obligations of Lessor and Lessees hereunder, is now and shall at all
times hereafter be subject and subordinate to the terms and conditions of the Corps Lease.
Lessor further agrees that in the event the Corps terminates the rights of the Lessor with respect
to the Leased Premises under the terms of the Corps Lease, then Lessees have the right, if it is
not then in default (beyond any period given to Lessees in this Lease to cure the default)
pursuant to Section 17.01 of this Lease, to negotiate and contract directly with the Corps (with
notice first to Lessor) as Lessees shall determine to be appropriate so as to preserve this Lease
and/or Lessees' leasehold estate in the Leased Premises. Lessor further agrees that in the event
of any proposed amendment, modification, extension or renewal of the Corps Lease, the terms of
which may reasonably be contemplated to affect this Lease and/or Lessees, then Lessees have
the right to participate with the City in connection with its negotiations with the Corps. Nothing
contained in this Section 27.01 shall relieve Lessor of its obligations and covenants contained in
Section 25.02.
(2) Within one hundred and eight (180) days after the execution of this Lease
or before, Lessor shall deliver to Lessees an agreement from the Corps to the effect that, so long
as Lessees are not in default (beyond any period given Lessees to cure that default) under this
Lease in the payment of rental or the performance of any of the other terms, covenants or
conditions of this Lease on Lessees' part to performed:
(a) That the Corps shall not, during the Initial Term of this Lease
(subject to the earlier termination of the Corps Lease and periodic modifications, renewals and/or
extensions thereof) interfere with Lessees' possession of the Leased Premises and Lessees' rights
and privileges under this Lease, or disturb Lessees' occupancy of the Leased Premises.
(b) The Corps shall not join or add Lessees as a party defendant in any
action or proceeding for the purpose of terminating Lessees' interests and estate under this Lease
because of any default by Lessor under the Corps Lease, provided, that Lessees shall join in the
execution and delivery of any agreement to the effect that if the Corps shall successfully
terminate the Corps Lease (or the same shall expire pursuant to its terms), or if the Corps shall
succeed to the interests ofthe Lessor under this Lease (under any circumstance), Lessees shall be
32
bound to the Corps under all of the terms and conditions of this Lease for the balance of the
Initial Term of this Lease remaining after that succession and Lessees will attorn to the Corps as
its Lessor.
(c) The Corps will notify the Lessees of any action the Corps takes to
terminate the Corps Lease with the City of The Colony.
ARTICLE 28. APPROVAL BY CORPS
Lessor and Lessees hereby agree and acknowledge that this Lease and the terms and
conditions set forth herein are subject to the review and approval of the Corps. Lessor and
Lessees further agree and acknowledge that the respective rights and obligation of Lessor and
Lessees are conditioned upon the Corps granting its approval to this Lease and all the terms and
conditions set forth herein. Lessor and Lessees agree that in the event the Corps has failed to
give its approval to this Lease within ninety (90) days after the date of execution, or if the Corps
shall disapprove this Lease and no further avenues of appeal are available, either party may elect
to terminate this Lease be giving at least ten (10) days prior written notice of termination to the
other party. Unless the parties shall thereafter execute a new written agreement to the contrary,
this Lease shall terminate on the date set forth in the notice and neither party shall thereafter have
any further obligations to the other.
ARTICLE 29. CONDEMNATION
29.01 If during the term of this Lease, any part of the Leased Premises shall be acquired
or condemned by eminent domain for any public or quasi-public use or purpose, or sold to a
condemning authority under threat of condemnation, and after such taking by or sale to said
condemning authority the remainder of the Leased Premises is not susceptible to efficient and
economic occupation and operation by Lessees, this Lease shall automatically terminate as of the
date that said condemning authority takes possession of the Leased Premises.
29.02 If after such taking by or sale to said condemning authority the remainder of the
Leased Premises is susceptible to efficient and economic occupation and operation by Lessees,
this Lease shall not terminate but the rental due hereunder shall be adjusted equitably by
agreement to the parties hereto. The rental adjustment called for herein shall not commence until
said condemning authority actually takes possession of the condemned portion of the Leased
Premises.
33
29.03 If this Lease is not terminated pursuant to Section 29.01, Lessees shall promptly
upon receipt of the proceeds of the condemnation aware restore the improvements on the Leased
Premises, and the condemnation proceeds to which Lessor and Lessees are entitled shall be
awarded and paid first to cover the costs and expenses for restoring the remaining portion of the
Leased Premises to a condition susceptible to efficient and economic occupation and operation
by Lessees, and any remaining proceeds to which Lessor and Lessees are entitled shall be
awarded and paid to Lessor and Lessees, as their interest may appear. Lessees may, but shall not
be required to, expend funds in excess of the amount of any award it receives in order to restore
the remaining portion of the Leased Premises to operation. If this Lease is terminated pursuant
to Section 29.01, condemnation proceeds to which Lessor and Lessees are entitle shall be
awarded and paid to Lessor and Lessees as their interests may appear.
ARTICLE 30. MISCELLANEOUS
30.01 Delivery of rents and Notice. All rents and other sums, notices, demands, or
requests from one party to another shall be personally delivered or sent by United States mail
certified, or registered, return receipt requested, postage prepaid, to the addresses stated in this
Section.
If to Lessor: The City of The Colony
5151 North Colony Boulevard
The Colony, Texas 75056-0008
Attn: City Manager
With a copy to: Robert E. Hager
Nichols, Jackson, Dillard, Hager & Smith, LLP
1800 Lincoln Plaza
500 North Akard
Dallas, Texas 75201
If to Lessees: Marine Quest, Inc.
Attn: Dwight and Marcel Bosworth
6060 South Stemmons
Lake Dallas, Texas 75065
With a copy to: Kelley B. Hill
Pennington, Hill & Baker, LLP
611 Main Street, Suite 100
Grapevine, Texas 76051
34
Notice shall be deemed to have been given (i) if by hand delivery, at the time of delivery, or (ii)
if mailed, seventy-two (72) hours after the deposit of same in any United States mail post office
box in the state to which the notice is addressed or ninety-six (96) hours after the deposit in any
post office in other than the state to which the notice is addressed, postage paid, addressed as set
forth above. The addresses and addressees for the purpose of this section may be changed by
giving notice of such change in the manner herein provided for giving notice. Unless and until
such written notice is received the last addresses and addressees stated by written notice, or
provided herein if no written notice of change has been sent or received, shall be deemed to
continue in effect for all purposes hereunder.
30.02 Parties Bound; Authority to Execute Lease. This Lease shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, executors, administrators,
legal representatives, successors and assigns where permitted by this Lease. The undersigned
officers and/or agents of the parties hereto are the properly authorized officials and have the
necessary authority to execute this Lease on behalf of the parties hereto, and each party hereby
certifies to the other that any necessary resolutions or other act extending such authority have
been duly passed and are now in full force and effect.
30.03 Texas Law to Apply. This Lease shall be construed under and in accordance with
the laws of the State of Texas, and all obligations of the parties created hereunder are
performance in Denton County, Texas. Venue for any action hereunder shall be in Denton
County, Texas.
30.04 Severability. In case of anyone or more of the provisions contained in this Lease
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 hereof and this Lease shall be
construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
30.05 Prior Agreements Superseded. This Lease 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.
30.06 Amendment. 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, and approved in writing by the District Engineer.
35
30.07 Rights and Remedies Cumulative. The rights and remedies provided by this
Lease are cumulative and the use of anyone 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 parties may have by law statute, ordinance, or otherwise.
30.08 Attorney's Fees. In the event Lessor or Lessee breach 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 fees so incurred by such other party. Lessee shall reimburse Lessor on demand for all
reasonable fees and expenses (including attorney's fees) which it incurs in connection with the
seeking and obtaining of permits and approvals required of Lessor hereunder. Lessor or its
attorney shall advise Lessee in advance of incurring such fees or expenses, of the approximate
amount of said fees or expenses and shall obtain Lessees approval for said expenditures before
mcumng same.
30.09 Park Fees. Fee structure for entry, use of facilities, services and goods must be
reasonable and comparable to rates charged at similar parks and facilities. Lessor shall be
notified of fee structures on an annual basis no later than December 15\ for the upcoming
calendar year.
30.10 Time of Essence. Time is of the essence in this Lease.
30.11 Further Documents. Lessor agrees that it will from time to time and at any
reasonable time execute and deliver to Lessee such other and further instruments and assurances
as Lessee may reasonably request approving, ratifying, and confirming this Lease and the
leasehold estate created hereby and certifying that the same is in full force and effect and that no
default on the part of the Lessees exist, or if any such default does exist, Lessor shall specify in
said certificate such default. Without limiting the generality of the foregoing, Lessor
acknowledges that Lessee intent to obtain third-party financing with respect to the construction,
operation and maintenance of the Improvements on the Leased Premises and, in connection
therewith, Lessor agrees with Lessee to in good faith consider amendments to, or modifications
of, this Lease as may reasonably be required in order to facilitate all such third-party financing.
IN WITNESS WHEREOF, the parties have caused this Lease to be executed in
multiple counterparts each of which shall have the full force and effect of any original, by their
respective duly authorized representatives on the day and year first set forth above.
36
EXECUTED in duplicate originals this th~ of J? r]~ . 20Q4.;;-
,/
CITY: CITY OF THE COLONY, TEXAS
By: gk~
<"/ ~
DALE CHEATHAM, CITY MANAGER
Arn:t. ..,.
ByL/..~AJ.pJ~~
CHRISTIE WILSON, CIT SECRETARY
~ O~ s;---
EXECUTED in duplicate originals this the .ltL day of , 200ij.
DEVELOPER MARINE QUEST - HIDDEN COVE, L.P.
By its General Partner:
MARINA QUEST, INC.
~~;~
Title: 0, (7,
38
Marine Quest I City of The Colony
Ground Lease Agreement Attachments
/'0)-02-1994 16::;3 CI,( CF THE CQCNy P.32
-6 v\. '+ I(A \I
. x. dQI
~%OJI 7InD JIOH8
an "., 'rlCI COLOn'
ocroUD UU
BEDlG a tract of land ~ituatad in the following surveys in Denton
County, Texas:
(1) B.B.B.. C.R.R. Co. survey, ADstract No. 179,
(2) B.B.B.~ C.R.R. CO. Survey, ADstract No. 182,
(3) B.B.B.~ C.R.R. Co. survey, Abstract No. 170,
(4) W.R. Clark SUrvey, Abst:r3.C1: No. 317,
(5) F.M. Grace SUrvey, Abs1::ract No. 469,
(6) G.W. Grace SUrvey, Abst:'act No. 490,
(7) Williaa Loving survey, Absract No. 147,
(S) A. King SUrvey, ADstract No. 707,
(9) A.W. Rog-ers ~, Abstract No. 1114,
(10) J.B. Perry-Survey, AhstractNo. 1058,
(ll) C. c. lUng SUrvey, Abstract No. 720,
and kleinq more particularly described as follows:
BEcnmDlG at an interior southwest corner o~ an Annexation by the
City of The Colony as described in Ordinance No. J79, dated
November 2, 1985, said point being on the east line of said
Abstract NO. 179 and vest line of Abstract No. 171;
THENCE South alonq the west line of said Annexation ordinance No.
379, passinq at 378 ~eet the southwest corner of said Annexation
described by Ordinance No 379 and the northvest corner of an
Annexation of the City of The Colony described by ordinance No. 275
as tile<! in VolUJlle 1357, Page 62 of the Deed. Rei:orc1s of Denton
County, Texas (DRDC"l') and continuing alonq the welSt line of said
Ordinance No. 275 at taeal distance of 655.2 feet to a point at the
Flood Control Pool Elevation of 529 feet NGVD;
THENCE westerly alonq the meander 01' said 529 toot pool elevation
and the south side 01' Hackberry creek approximately 21,563 feet to
a point on a northwesterly extont of WynnewOOd Peninsula;
THENCE Wast, 2,3" teet, crossinq the meander at Hackberry creek to
a point on the Aid 529 toot elevation within the south boundary of
Lake Levisville state Park (formerly HaCkberry Park);
'!'BENeS Wes~ and North a,long the meander at' said 529 toot pool
elevation and the southerly and westerly extent o~ said Lake
Lewisville State Park, approx:ilu.tely 25,425 feet to a point on the
most northerly north line of said take Lewisville State Park, said
point beinq South 89 dQq. "2 min. East, 364.05 teet from Monument
R-18;
THENCE along the north and eas~ lines of said Lake Lawisville State
Park as tollows:
South 89 deq. 42 min. East, 108S.65 teet to a corner located
at .!!onUlllent R-17;
South 0 deq. 53 min. West, 1320.6 teet to a corner located at
Honwaent R-16;
South 89 deq. 29 min. East, 2595.3 teet to a corner located at
Xonument R-15j
North 34 deq. 32 JIlin . East, 405 teet to a corner located at
Monument E-40l-2-#12j
North 54 deg. 16 lIlin. East, 865.0 feet to a corner located at
Monument E-~01-2-#11j
South 9 deg. OS ~~. West, 430.0 teet to a corner located at
Konument E-"Ol-2-#10i
JDF\AHEXI094.wP\103194 1 ern br TH!: COt.OlfY
r'I'l. ----.._ ,,'- JI /1
1'(JV--g2-1994 16:31 CITY CF :nE aJ..()<< P.03
South 70 dec.J. 29 lain. x..t, BOO.O teet to a corner located at
Kl)nu-'tt: E-401-2-#9i
South 27 deq. 02 lain. weat:, 747.5 teet to a corner located a1:
JfanUJI.ent B-401-2-18;
South 35 deq. 17 -.in. West, 766.2 teet "to a C:O~ located at
xonuaene E-401-2-#7;
South '5 ~. 5.1 JUn. West, 632.0 t..t to a corner located at
Hanaaent B-4Ql-2-/6;
South 72 deq. 15 .in. East, 443.23 teet to a corner located at
MCnu.ent B-401-2-/5;
Borth 56 deq. 10 lllin. East, 260.U teet to a corner located at
KOnuaent 2-401-2-/4;
!forth 86 deq. 01 JdJt. ~t, 341.90 teet to the lIOst: southerly
northeast corner ot aa,icl Lake Levi.$ville state Park;
TRUCS South 0 dect. 13 1Ilin. West, passinq at 340.5 teet KonUlllent R-
13, a total cli.at:ance ot n4. 0 teat to th.e said 529 toot Pool
Elevation ;
'l'BERCE easterly a.lcmq th. aeander ot said 529 toot: pool elevation
and the north side ot lfac:kber:y Creek a dia-eanc. ot 5,542 te.t ta
a point on the said vest line ot Annexation ()rr'fh'2~4 110. 319;
THENCE alonq th.e said vest line otAnnexation ordJ.nance No. 379 as
tallows:
South 7 deq. 59 ai.n. 33 see. East, 737.32 teet;
South 46 d8q. 35 JIlin. 04 s.c. West, 1071 teet;
t South 78 deq. 57 ain. 04 sec. East, 676 teet to the PLACE OF
BEaDmDlC and c:ont:aiDinq 1,135.4 acres at land, .ore or less.
......
..
'.
~r\~~4...\~03194 2 cr.rr or ~ c:ar.oerr
- '-, A h
ex }{, b;--r il~(
LAND DESCRIPTION
BEING a 428-acre parcel of land situated in the B.B.B. & C.R.R. Co. Survey, Abstract
No. 179, B.B.B. & C.R.R. Co. Survey, Abstract No. 182, B.B.B. & C.R.R. Co. Survey,
Abstract No. 170, F.M. Grace Survey, Abstract 469, William H. Clark Survey, Abstract
317, G.W. Grace Survey, Abstract 490, William Loving Survey, Abstract 747, A. King
Survey, Abstract 707, A.W. Rogers Survey, Abstract 1114, J.H. Perry Survey, Abstract
1058, and C.C. Survey, Abstract 720 Denton County, Texas, said tract being a portion
of the tract of land in Annexation by the City of The Colony as described in Ordinance
379, dated November 2, 1985, said tract being more particularly described as follows;
BEGINNING, at a Corps of Engineers monument found having Texas Coordinates of X
= 2,173,307.95 feet, Y = 533,993.35 feet NAD 27 Texas North Central Zone, and being
in the West, right-of-way of Hackberry Creek Park Road ( a 100 foot wide right-of-way);
said point being in the north line of the remainder of a tract of land acquired by the
United States of America from Maud S. McEntire by Declaration of Taking, filed
September 16, 1952, in condemnation proceedings (Civil No. 805), in District Court of
the United States for the Eastern District of Texas, Sherman Division and designated as
Tract E-401-2 for the Garza-Little Elm Reservoir, said point being the southeast corner
of a tract of land described in Special Warranty Deed from Sunset Pointe I, L TO to One
Hackberry Creek L TO PIS recorded in County Clerk Instrument No. 2004-118302 of the
Real Property Records of Denton County, Texas; Said point being in the north line of
said Annexation by the City of The Colony;
THENCE, South 89 degrees, 57 minutes, 42 seconds East, with the said north line of
said Annexation by the City of The Colony, for a distance of 100.00 feet to a point in the
East, line of said Hackberry Creek Park Road; said point being the southwest corner of
Saratoga, Section One, an addition to Denton County, Texas according to the plat
recorded in Cabinet C, Page 35 of the Plat Records of Denton County, Texas, said point
being the southwest corner of Lot 1 C, Replat of Tract No.1, Saratoga, Section One, an
addition to Denton County, Texas according to the plat recorded in Cabinet K, Page 316
of the Plat Records of Denton County, Texas;
THENCE, South 21 degrees, 43 minutes, 17 seconds East, departing said East, line of
Hackberry Creek Park Road, for a distance of 107.70 feet;
THENCE, South 00 degrees, 04 minutes, 48 seconds West, for a distance of 245.39
feet to a point at the beginning of a tangent curve concave to the northeast, with radius
of 140.00 feet, a central angle of 59 degrees, 38 minutes, 45 seconds, on a chord of
which bears South 29 degrees, 44 minutes, 34 seconds East, for a distance of 139.25
feet;
THENCE, in a southeasterly direction, along a said curve, through an arc length of
145.74 feet to a point at the beginning of a compound curve concave to the northeast,
with radius of 310.00 feet, a central angle of 36 degrees, 27 minutes, 55 seconds, on a
chord of which bears South 77 degrees, 47 minutes, 54 seconds East, for a distance of
193.98 feet;
Page 1 of 7
December 27,2004
THENCE, in a southeasterly direction, along a said curve, through an arc length of
197.30 feet to a point at the beginning of a reverse curve concave to the southwest with
radius of 80.00 feet, a central angle of 146 degrees, 33 minutes, 36 seconds, on a
chord of which bears South 22 degrees, 45 minutes, 03 seconds East, for a distance of
153.24 feet;
THENCE, in a southeasterly direction, along a said curve, through an arc length of
204.64 feet;
THENCE, South 05 degrees, 04 minutes, 20 seconds East, for a distance of 70.00 feet;
THENCE, South 88 degrees, 42 minutes, 17 seconds East, for a distance of 159.70
feet;
THENCE, South 82 degrees, 20 minutes, 14 seconds East, for a distance of 238.58 feet
to a point at the beginning of a tangent curve concave to the north with radius of 300.00
feet, a central angle of 38 degrees, 28 minutes, 32 seconds, on a chord of which bears
North 78 degrees, 25 minutes, 31 seconds East, for a distance of 197.69 feet;
THENCE, in a northeasterly direction, along a said curve, through an arc length of
201.46 feet;
THENCE, North 59 degrees, 11 minutes, 15 seconds East, for a distance of 119.01
feet;
THENCE, North 15 degrees, 09 minutes, 40 seconds West, for a distance of 212.77
feet;
THENCE, North 00 degrees, 17 minutes, 26 seconds West, for a distance of 447.16
feet to a point in a south line of aforementioned Saratoga, Section One;
THENCE, easterly and northeasterly with the southerly boundary of said Saratoga,
Section One the following three courses;
1. South 89 degrees, 57 minutes, 42 seconds East, for a distance of 642.30 feet;
2. North 34 degrees, 47 minutes, 33 seconds East, for a distance of 404.51 feet;
3. North 54 degrees, 11 minutes, 58 seconds East, for a distance of 65.43 feet to a
Corps of Engineers monument found having Texas Coordinates of X =
2,176,663.40 feet, Y = 534,138.59 feet NAD 27 Texas North Central Zone, and
being in a westerly line of Saratoga, Section Two, an addition to Denton County,
Texas according to the plat recorded in Cabinet C, Page 36 of the Plat Records
of Denton County, Texas;
THENCE, easterly and westerly with the southerly boundary of said Saratoga. Section
One the following nine courses
1. South 09 degrees, 26 minutes, 28 seconds West, for a distance of 429.79 feet;
Page 2 of 7
December 27,2004
2. South 70 degrees, 25 minutes, 22 seconds East, for a distance of 799.95 feet;
3. South 27 degrees, 06 minutes, 17 seconds West, for a distance of 746.92 feet;
4. South 35 degrees, 17 minutes, 45 seconds West, for a distance of 766.02 feet to
a Corps of Engineers monument found having Texas Coordinates of X =
2,175,880.61 feet, Y = 532,848.69 feet NAD 27 Texas North Central Zone;
5. South 65 degrees, 47 minutes, 39 seconds West, for a distance of 632.12 feet to
a Corps of Engineers monument found having Texas Coordinates of X =
2,175,304.13 feet, Y = 532,589.54 feet NAD 27 Texas North Central Zone;
6. South 72 degrees, 19 minutes, 21 seconds East, for a distance of 443.30 feet;
7. North 56 degrees, 07 minutes, 39 seconds East, for a distance of 260.00 feet;
8. North 85 degrees, 58 minutes, 39 seconds East, for a distance of 315.00 feet;
9. South 00 degrees, 26 minutes, 34 seconds West, passing at a distance of 339.80
feet the southwest corner of Lot 9, Block 3 of said Saratoga, Section Two, then
continuing for an additional distance of approximately 306 feet, for a total
distance of approximately 646 feet to a point at the conservation water elevation
of 522 feet.
THENCE, southerly, westerly and northerly with the conservation water elevation of 522
feet, approximately 33,750 feet;
THENCE, South 89 degrees, 45 minutes, 00 seconds East, departing said water
conservation line, passing at a distance of approximately 42 feet a point from which a
5/8-inch iron rod set in concrete with 3-inch aluminum cap stamped "Survey Marker -
Do Not Disturb - Dan 2" having Texas Coordinates of X = 2,167,750.58 feet, Y =
532,862.11 feet NAD 27 Texas North Central Zone bears North 00 degrees, 15
minutes, 00 seconds East, a distance of 108.10 feet from said point, then continuing for
an additional distance of approximately 2133 feet, for a total distance of approximately
2175.00 feet to a 5/8-inch iron rod set in concrete with 3-inch aluminum cap stamped
"Survey Marker - Do Not Disturb - Dan 1" having Texas Coordinates of X =
2,169,883.00 feet, Y = 532,744.72 feet NAD 27 Texas North Central Zone
THENCE, North 00 degrees, 15 minutes, 00 seconds East, for a distance of
approximately 1437 feet to a point at the conservation water elevation of 522 feet.
THENCE, easterly northerly with the conservation water elevation of 522 feet,
approximately 975 feet to a point;
THENCE, North 68 degrees, 34 minutes, 59 seconds East, departing said water
conservation line, for a distance of approximately 360 feet;
Page 3 of 7
December 27,2004
THENCE, South 20 degrees, 39 minutes, 16 seconds East, for a distance of 491.64
feet;
THENCE, South 00 degrees, 15 minutes, 00 seconds West, for a distance of 1075.00
feet;
THENCE, South 57 degrees, 45 minutes, 00 seconds East, for a distance of 108.69 feet
to a point at the beginning of a nontangent curve concave to the northwest with radius
of 390.00 feet, a central angle of 30 degrees, 45 minutes, 30 seconds, on a chord of
which bears North 50 degrees, 56 minutes, 01 seconds East, for a distance of 206.86
feet;
THENCE, in a northeasterly direction, along a said curve, through an arc length of
209.36 feet to a point at the beginning of a reverse curve concave to the southeast with
radius of 1200.00 feet, a central angle of 13 degrees, 34 minutes, 52 seconds, on a
chord of which bears North 42 degrees, 20 minutes, 42 seconds East, for a distance of
283.78 feet;
THENCE, in a northeasterly direction, along a said curve to the left through an arc
length of 284.44 feet to a point at the beginning of a compound curve concave to the
southeast with radius of 325.00 feet, a central angle of 15 degrees, 00 minutes, 12
seconds, on a chord of which bears North 56 degrees, 38 minutes, 14 seconds East, for
a distance of 84.86 feet;
THENCE, in a northeasterly direction, along a said curve to the left through an arc
length of 85.10 feet;
THENCE, North 64 degrees, 08 minutes, 20 seconds East, for a distance of 14.00 feet
to a point at the beginning of a nontangent curve concave to the northwest with radius
of 18.00 feet, a central angle of 98 degrees, 19 minutes, 25 seconds, on a chord of
which bears North 14 degrees, 54 minutes, 47 seconds East, for a distance of 27.24
feet;
THENCE, in a northeasterly direction, along a said curve, through an arc length of 30.89
feet to a point at the beginning of a reverse curve concave to the southeast with radius
of 25.00 feet, a central angle of 101 degrees, 49 minutes, 24 seconds, on a chord of
which bears North 16 degrees, 39 minutes, 46 seconds East, for a distance of 38.81
feet;
THENCE, in a northeasterly direction, along a said curve, through an arc length of 44.43
feet to a point at the beginning of a reverse curve concave to the northwest with radius
of 10.00 feet, a central angle of 67 degrees, 34 minutes, 28 seconds, on a chord of
which bears North 33 degrees, 47 minutes, 14 seconds East, for a distance of 11.12
feet;
THENCE, in a northeasterly direction, along a said curve, through an arc length of 11.79
feet;
Page 4 of 7
December 27. 2004
THENCE, North, for a distance of 33.14 feet to a point at the beginning of a nontangent
curve concave to the northeast, with radius of 225.00 feet, a central angle of 07
degrees, 41 minutes, 07 seconds, on a chord of which bears North 20 degrees, 33
minutes, 12 seconds West, for a distance of 30.16 feet;
THENCE, in a northeasterly direction, along a said curve, through an arc length of 30.18
feet to a point at the beginning of a reverse curve concave to the southwest, with radius
of 10.00 feet, a central angle of 77 degrees, 44 minutes, 56 seconds, on a chord of
which bears North 55 degrees, 35 minutes, 06 seconds West, for a distance of 12.55
feet;
THENCE, in a northwesterly direction, along a said curve, through an arc length of
13.57 feet to a point at the beginning of a reverse curve concave to the southeast with
radius of 50.00 feet, a central angle of 260 degrees, 43 minutes, 40 seconds, on a
chord of which bears North 35 degrees, 54 minutes, 15 seconds East, for a distance of
76.19 feet;
THENCE, in a northwesterly, northerly, easterly and southeasterly direction, along a
said curve, through an arc length of 227.53 feet;
THENCE, South 13 degrees, 45 minutes, 00 seconds East, for a distance of 47.06 feet
to a point at the beginning of a tangent curve concave to the northeast, with radius of
175.00 feet, a central angle of 12 degrees, 55 minutes, 00 seconds, on a chord of which
bears South 20 degrees, 12 minutes, 30 seconds East, for a distance of 39.37 feet;
THENCE, in a southeasterly direction, along a said curve, through an arc length of
39.45 feet;
THENCE, South 65 degrees, 30 minutes, 00 seconds East, for a distance of 37.30 feet;
THENCE, South 31 degrees, 45 minutes, 00 seconds East, for a distance of 15.00 feet;
THENCE, South 62 degrees, 45 minutes, 00 seconds East, for a distance of 17.00 feet;
THENCE, North 70 degrees, 00 minutes, 00 seconds East, for a distance of 385.00
feet;
THENCE, North 12 degrees, 30 minutes, 00 seconds West, for a distance of 420.00
feet;
THENCE, North 77 degrees, 30 minutes, 00 seconds East, for a distance of 155.00 feet
to a point at the beginning of a tangent curve concave to the south, with radius of
1250.00 feet, a central angle of 22 degrees, 30 minutes, 00 seconds, on a chord of
which bears North 88 degrees, 45 minutes, 00 seconds East, for a distance of 487.73
feet;
THENCE, in an easterly direction, along a said curve, through an arc length of 490.87
feet;
Page 5 of 7
December 27, 2004
THENCE, South 80 degrees, 00 minutes, 00 seconds East, for a distance of 479.95 feet
to a point at the beginning of a tangent curve concave to the southwest, with radius of
750.00 feet, a central angle of 13 degrees, 15 minutes, 00 seconds, on a chord of which
bears South 73 degrees, 22 minutes, 30 seconds East, for a distance of 173.06 feet;
THENCE, in an easterly direction, along a said curve, through an arc length of 173.44
feet;
THENCE, South 23 degrees, 15 minutes, 00 seconds West, for a distance of 420.00
feet;
THENCE, South 66 degrees, 45 minutes, 00 seconds East, for a distance of 155.00
feet;
THENCE, North 23 degrees, 15 minutes, 00 seconds East, for a distance of 20.00 feet;
THENCE, South 66 degrees, 45 minutes, 00 seconds East, for a distance of 37.00 feet;
THENCE, South 23 degrees, 15 minutes, 00 seconds West, for a distance of 20.00 feet;
THENCE, South 66 degrees, 45 minutes, 00 seconds East, for a distance of 275.00 feet
to a point at the beginning of a tangent curve concave to the northeast, with radius of
625.00 feet, a central angle of 21 degrees, 15 minutes, 00 seconds, on a chord of which
bears South 77 degrees, 22 minutes, 30 seconds East, for a distance of 230.48 feet;
THENCE, in an easterly direction, along a said curve, through an arc length of 231.80
feet;
THENCE, North 16 degrees, 30 minutes, 00 seconds East, for a distance of 25.00 feet;
THENCE, North 58 degrees, 00 minutes, 00 seconds East, for a distance of 110.00
feet;
THENCE, North 30 degrees, 00 minutes, 00 seconds East, for a distance of 25.00 feet;
THENCE, North 00 degrees, 45 minutes, 00 seconds East, for a distance of 75.00 feet;
THENCE, North 17 degrees, 00 minutes, 00 seconds East, for a distance of 47.00 feet;
THENCE, North 00 degrees, 30 minutes, 00 seconds East, for a distance of 25.00 feet
to a point at the beginning of a nontangent curve concave to the southeast, with radius
of 25.00 feet, a central angle of 73 degrees, 31 minutes, 26 seconds, on a chord of
which bears North 36 degrees, 45 minutes, 43 seconds East, for a distance of 29.92
feet;
THENCE, in a northeasterly direction, along a said curve, through an arc length of 32.08
feet to a point at the beginning of a reverse curve concave to the northwest with radius
of 25.00 feet, a central angle of 73 degrees, 26 minutes, 38 seconds, on a chord of
Page 6 of 7
December 27,2004
which bears North 36 degrees, 48 minutes, 07 seconds East, for a distance of 29.90
feet;
THENCE, in a northeasterly direction, along a said curve, through an arc length of 32.05
feet;
THENCE, North 00 degrees, 04 minutes, 48 seconds East, for a distance of 25.00 feet;
THENCE, North 29 degrees, 55 minutes, 12 seconds West, for a distance of 30.00 feet;
THENCE, North 00 degrees, 04 minutes, 48 seconds East, for a distance of 78.07 feet;
THENCE, North 15 degrees, 04 minutes, 48 seconds East, for a distance of 96.59 feet;
THENCE, North 00 degrees, 04 minutes, 48 seconds East, for a distance of 345.00
feet;
THENCE, North 24 degrees, 32 minutes, 38 seconds East, for a distance of 108.66 feet
to the POINT OF BEGINNING.
CONTAINING: 428 acres of land, more or less.
This document was prepared under 22 T AC 663.21, does not reflect the results of an on
the ground survey, and is not to be used to conveyor establish interest in real property
except those rights and interests implied or established by the creation or
reconfiguration of the boundary of the political subdivision for which it was prepared.
Page 7 of 7
December 27,2004
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LEASE NO.DACW63-1-00-0816
REPLACES LEASE NO. DACW63-1-95-0584v"
REPLACES LEASE NO. DACW63-1-96-0725/
REPLACES LEASE NO. DACW63-1-96-0726~
REPLACES LEASE NO. DACW63-1-97-0677/
DEPARTMENT OF THE ARMY
FOR PUBLIC PARK AND RECREATIONAL PURPOSES
LEWISVILLE LAKE, TEXAS
DENTON COUNTY, TEXAS
THIS LEASE is made on behalf of the United States, between the
SECRETARY OF THE ARMY, hereinafter referred to as the Secretary,
and the City of The Colony, Texas, a political subdivision of the
State of Texas, hereinafter referred to as the Lessee,
WITNESSETH:
That the Secretary, by authority of Title 16, United States
Code, Section 460d, and for the consideration hereinafter set
forth, hereby leases to the Lessee, the property identified as
Hidden Cove Park (600 acres), Stewarts Creek North park{65 acres),
Stewarts Creek South Park{65 acres), Wynnwood Park (849.18 acres),
and Eastvale Park (55 acres) in Exhibit A, B, C, 0, D-l, 0-2 and E
attached hereto and made a part hereof, containing approximately
1,634.18 acres of land, hereinafter referred to as the premises,
for public park and recreational purposes.
THIS LEASE is granted subject to the following conditions:
1. TERM
Said premises are hereby leased for a term of fifty (50 )
years, beginning April 1, 2000 and ending March 31, 2050.
2. CONSIDERATION
The consideration for this lease is the operation and
maintenance of the premises by the Lessee for the benefit of the
United States and the general public in accordance with the
conditions herein set forth.
3. NOTICES
All correspondence and notices to be given pursuant to this
lease shall be addressed, if to the Lessee, to the Ci ty of The
Colony, 5151 North Colony Blvd., The Colony, Texas 75056-1219; and,
if to the United States, to the District Engineer, ATTN: thief,
Real Estate Division, Post Office Box 17300, Fort WOrth, Texas
1 - .
. .
67102-0300, or as may from time to time otherwise be directed by
the parties. Notice shall be deemed to have been duly given if and
when enclosed in a properly sealed envelope, or wrapper, addressed
as aforesaid, and deposited, postage prepaid, in a post office
regularly maintained by the United States Postal Service.
4 . AUTHORIZED REPRESENTATIVES
Except as otherwise specifically provided, any reference
herein to "Secretary of the Army," "District Engineer," "said
officer" or "Lessor" shall include their duly authorized
representatives. Any reference to "Lessee" shall include
sublessees, assignees, transferees, concessionaires, and its duly
authorized representatives.
5 . DEVELOPMENT PLANS
The Lessee shall be guided by an annual Plan of Operation and
Maintenance in furtherance of the Lessee's implementing Plan of
Recreation Development and Management attached as Exhibit F,G,H,H-
1,H-2,H-3,H-4,H-S,I, and I-1. No later than April 1 of each year
the Lessee will submit the annual Plans to be mutually agreed on
between the Lessee and the District Engineer. Such annual plans
shall include but is not limited to the following:
a. Plans for management, maintenance and development
activities to be undertaken by the Lessee and any sublessees.
b. Reports of the management, maintenance and development
accomplishments of the Lessee for the preceding year.
c. Reports on any significant modification of policies or
procedures which are planned for the following year as well as
those implemented in the preceding year.
d. Minor modifications to the Development Plans. Major
modifications are to be accomplished by amendment to the Plans
before proceeding to implement any changes in the development or
management of the leased premises.
e. Budget of the Lessee for carrying out all activities for
the upcoming year.
f. Personnel to be used in the management of the leased
premises.
g. Annual certification that all water and sanitary systems
on the premises have been inspected and comply with Federal, state
and local standards. Lessee will also provide a statement of
compliance with the Rehabilitations Act and the Americans with
Disabilities Act, as required in the condition on NON-
DISCRIMINATION, noting any deficiencies and providing a schedule
for correction. The use and occupation of the premises shall be
subj ect to the general supervision and approval.. of the Distrlct
.
I .- .
Engineer. During the term of the lease, the District Engineer will
notify the Lessee of any updates to the existing project Master
Plan affecting the premises and the Lessee may provide comments.
6. STRUCTURES AND EQUIPMENT
The Lessee shall have the right, during the term of the lease,
to erect such structures and to provide such equipment upon the
premises as may be necessary to furnish the facilities and services
authorized. Those structures and equipment shall be and remain the
property of the Lessee, except as otherwise provided in the
Condition on RESTORATION. However, no structures may be erected or
altered upon the premises unless and until the type of use, design,
and proposed location or alteration thereof shall have been
approved in writing by the District Engineer. The District
Engineer may require the Lessee, upon the completion of each of
the proposed developments to furnish complete "as built"
construction plans for all facilities.
7. APPLICABLE LAWS AND REGULATIONS
a. The Lessee shall comply with all applicable Federal laws
and regulations and with all applicable laws, ordinances, and
regulations of the state, county, and municipality wherein the
premises are located, including, but not limited t.o, those
regarding construction, health, safety, food service, water supply,
sanitation, use of pesticides, and licenses or permits to do
business. The Lessee shall make and enforce such regulations as
are necessary and within its legal authority in exercising the
privileges granted in this lease, provided that such regulations
are not inconsistent with those issued by the Secretary of the Army
or with the provisions of 16 U.S.C. 3 460d.
b. The Lessee will provide an annual certification that all
water and sanitary systems on the premises have been inspected and
comply with Federal, state and local standards. The Lessee will
also provide a statement of compliance with the Rehabilitations Act
and the Americans with Disability Act, as required in the condition
on NON-DISCRIMINATION, noting any deficiencies and providing a
schedule for correction.
8. CONDITION OP PREMISES
The Lessee acknowledges that it has inspected the premises,
knows its condition, and understands that the same is leased
without any representations or warranties whatsoever and without
obligation on the part of the United States to make any
alterations, repairs, or additions thereto.
9. FACILITIES AND SERVICES
The Lessee shall provide the facilities and services as agreed
upon in the Development Plans ref~r:red to in the Condition on
DEVELOPMENT PLANS either directly or through subleases or
L - .
. . .
concession agreements that have been reviewed and accepted by the
District Engineer. These subleases or agreements shall state: (1)
that they are granted subject to the provisions of this lease; and
(2) that the agreement will not be effective until the third party
activities have been approved by the District Engineer. The Lessee
will not allow any third party activities with a rental to the
Lessee or prices to the public which would give the third party an
undue economic advantage or circumvent the intent of the
Development Plan. The rates and prices charged by the Lessee or
its sub-lessees or concessionaires shall be reasonable and
comparable to rates charged for similar goods and services by
others in the area. The use of sub-lessees and concessionaires
will not relieve the Lessee from the primary responsibility for
ensuring compliance with all of the terms and conditions of this
lease.
10. TRANSFERS, ASSIGNMENTS, SUBLEASES
a. Without prior written approval of the District Engineer,
the Lessee shall neither transfer nor assign this lease nor sublet
the premises or any part thereof, nor grant any interest,
privilege, or license whatsoever in connection with this lease.
b. The Lessee will not sponsor or participate in timeshare
ownership of any structures, facilities, accommodations, or
personal property on the premises. The Lessee will not subdivide
nor develop the premises into private residential development.
11. FEES
Fees may be charged by the Lessee for the entrance to or use
of the premises or any facilities, however, no user fees may be
charged by the Lessee or its sub-lessees for use of facilities
developed in whole or part with federal funds if a user charge by
the Corps of Engineers for the facility would be prohibited under
law.
12 . ACCOUNTS, RECORDS AND RECEIPTS
All monies received by the Lessee from operations conducted on
the premises, including, but not limited to, entrance, admission
and user fees and rental or other consideration received from its
concessionaires, may be utilized by the Lessee for the
administration, maintenance, operation and development of the
premises. Beginning 5 years from the date of this lease and
continuing at 5-year intervals, any such monies not so utilized or
programmed for utilization within a reasonable time shall be paid
to the District Engineer. The Lessee shall establish and maintain
accurate records and accounts and provide an annual statement of
receipts and expenditures to the District Engineer. Annual or
weekly entrance fees not collected on the Project, which also are
honored at other recreational areas operated by the Lessee, are
excluded from this requirement. The District Engineer shall have
the right to perform audits or to require the Lessee to audit the
records and accounts of the Lessee, third party concessionaires and
. -- ,
.
sub-lessees, in accordance with auditing standards and procedures
promulgated by the American Institute of Certified Public
Accountants or by the state, and furnish the District Engineer with
the results of such an audit.
13. PROTECTION OF PROPERTY
The Lessee shall be responsible for any damage that may be
caused to property of the United States by the activities of the
Lessee under this lease and shall exercise due diligence in the
protection of all property located on the premises against fire or
damage from any and all other causes. Any property of the United
States damaged or destroyed by the Lessee incident to the exercise
of the privileges herein granted shall be promptly repaired or
replaced by the Lessee to the satisfaction of the District
Engineer, or, at the election of the District Engineer,
reimbursement may be made therefor by the Lessee in an amount
necessary to restore or replace the property to a condition
satisfactory to the District Engineer.
14. RIGHT TO ENTER AND FLOOD
The right is reserved to the United States, its officers,
agents, and employees to enter upon the premises at any time and
for any purpose necessary or convenient in connection with
Government purposes; to make inspections; to remove timber or other
material, except property of the Lessee; to flood the premises; to
manipulate the level of the lake or pool in any manner whatsoever i ~n -
and/or to make any other use of the land as may be necessary in
connection with project purposes, and the Lessee shall have no
claim for damages on account thereof against the United States or
any officer, agent, or employee thereof.
lS. LIGHTS, SIGNALS AND NAVIGATION
There shall be no unreasonable interference with navigation by
the exercise of the privileges granted by this lease. If the
display of lights and signals on any work hereby authorized is not
otherwise provided for by law, such lights and signals as may be
prescribed by the Coast Guard or by the District Engineer shall be
installed and maintained by and at the expense of the Lessee.
16. INSURANCE
a. At the commencement of this lease, the Lessee, unless self-
insured, and its sub-lessees and concessionaires at the
commencement of operating under the terms of this lease as third
parties, shall obtain from a reputable insurance company or
companies contracts of liability insurance. The insurance shall
provide an amount not less than that which is prudent, reasonable
and consistent with sound business practices or a minimum Combined
Single Limit of $1,000,000, whichever is greater, for any number
of persons or claims arising from anyone incident with respect to
bodily injuries or death resulting therefrom., property damage, or
both, suffered, or alleged to have been suffered by any person or
t - .
. .
persons, resulting from the operations of the Lessee, sub-lessees
and concessionaires under the terms of this lease. The Lessee
shall require its insurance company to furnish to the District
Engineer a copy of the policy or policies, or, if acceptable to the
District Engineer, certificates of insurance evidencing the
purchase of such insurance. The District Engineer shall have the
right to review and revise the amount of minimum liability
insurance required.
b. The insurance policy or policies shall specifically
provide protection appropriate for the types of facilities,
services and products involved; and shall provide that the District
Engineer be given thirty (30) days notice of any cancellation or
change in such insurance.
I
c. In the event the Lessee is self-insured, the Lessee shall
certify such self-insurance in writing in the minimum amount
specified above to the District Engineer. The Lessee's insurance
status shall not eliminate the requirement for its sub-lessees and
concessionaires to have insurance from a reputable insurance
carrier as set out above.
d. The District Engineer may require closure of any or all of
the premises during any period for which the Lessee and/or its sub-
lessees and concessionaires do not have the required insurance
coverage.
17 . RESTORATION
On or before the expiration of this lease or its termination
by the Lessee, the Lessee shall vacate the premises, remove the
property of the Lessee, and restore the premises to a condition
satisfactory to the District Engineer. If, however, this lease is
revoked, the Lessee shall vacate the premises, remove said property
therefrom, and restore the premises to the aforesaid condition
within such time as the District Engineer may designate. In either
event, if the Lessee shall fail or neglect to remove said property
and restore the premises, then, at the option of the District
Engineer, said property shall either become the property of the
United States without compensation therefor, or the District
Engineer may cause the property to be removed and no claim for
damages against the United States or its officers or agents shall
be created by or made on account of such removal and restoration
work. The Lessee shall also pay the United States on demand any
sum which may be expended by the United States after the
expiration, revocation, or termination of this lease in restoring
the premises.
18. NON-DISCRIMINATION
a. The Lessee shall not discriminate against any person or
persons or exclude them from participation in the Lessee's
operations, programs or activities conducted on the leased
premises, because of race, color,. religion, . sex, age, handicap,.or
national origin. The Lessee will comply with the Americans with
, ~ .
Disabilities Act and attendant Americans with Disabilities Act
Accessibility Guidelines (ADAAG) published by the Architectural And
Transportation Barriers Compliance Board.
b. The Lessee, by acceptance of this lease, is receiving a
type of Federal assistanc~ and, therefore, hereby gives assurance
that it will comply with the provisions of Title VI of the Civil
Rights Act of 1964, as amended (42 U.S.C. ~ 2000d) ; the Age
Discrimination Act of 1975 (42 U.S.C. ) 6102); the Rehabilitation
Act of 1973, as amended (29 U.S.C. ~ 794); and all requirements
imposed by or pursuant to the Directive of the Department of
Defense (32 CFR Part 300) issued as Department of Defense
Directives 5500.11 and 1020.1, and Army Regulation 600-7. This
assurance shall be binding on the Lessee, its agents, successors,
transferees, sub-lessees and assignees.
19. SUBJECT TO EASEMENTS
This lease is subject to all existing easements, easements
subsequently granted, and established access routes for roadways
and utilities located, or to be located, on the premises, provided
that the proposed grant of any new easement or route will be
coordinated with the Lessee, and easements will not be granted
which will, in the opinion of the District Engineer, interfere with
developments, present or proposed, by the Lessee. The Lessee will
not close any established access routes without written permission
of the District Engineer.
20. SUBJECT TO MINERAL INTERESTS
This lease is subject to all outstanding mineral interests.
As to federally owned mineral interests, it is understood that
they may be included in present or future mineral leases issued by
the Bureau of Land Management (BLM) , which has responsibility for
mineral development on Federal lands. The Secretary will provide
lease stipulations to BLM for inclusion in such mineral leases that
are designed to protect the premises from activities that would
interfere with the Lessee's operations or would be contrary to
local laws.
21. COMPLIANCE, CLOSURE, REVOCATION AND RELINQUISHMENT
a. The Lessee and/or any sub-lessees or licensees are charged
at all times with full knowledge of all the limitations and
requirements of this lease, and the necessity for correction of
deficiencies, and with compliance with reasonable requests by the
District Engineer. This lease may be revoked in the event that the
Lessee violates any of the terms and conditions and continues and
persists in such non-compliance, or fails to obtain correction of
deficiencies by sub-lessees or licensees. The Lessee will be
notified of any non-compliance, which notice shall be in writing or
shall be confirmed in writing, giving a period of time in which to
correct the non-compliance. Failure to satisfactorily correct any
substantial or persistent non-compliance within the specified time
. is grounds for closure of all or part of the premises, temporary
, -.
.
suspension of operation, or revocation of the lease, after notice
in writing of such intent. Future requests by the Lessee to extend
the lease, expand the premises, modify authorized activities, or
assign the lease shall take into consideration the Lessee's past
performance and compliance with the lease terms.
b. This lease may be relinquished by the Lessee by giving one
(1) year prior written notice to the District Engineer in the
manner prescribed in the Condition on NOTICES.
22 . HEALTH AND SAFETY
a. The Lessee shall keep the premises in good order and in a
clean, sanitary, and safe condition and shall have the primary
responsibility for ensuring that any sub-lessees and
concessionaires operate and maintain the premises in such a manner..
b. In addition to the rights of revocation for non-compliance,
the District Engineer, upon discovery of any hazardous conditions
on the premises that presents an immediate threat to health and/or
danger to life or property, will so notify the Lessee and will
require that the affected part or all of the premises be closed to
the public until such condition is corrected and the danger to the
public eliminated. If the condition is not corrected within the
time specified, the District Engineer will have the option to: (1)
correct the hazardous conditions and collect the cost of repairs
from the Lessee; or, (2) revoke the lease. The Lessee and its
assignees or sub-lessees shall have no claim for damages against
the United States, or any officer, agent, or employee thereof on
account of action taken pursuant to this condition.
23. PUBLIC USE
No attempt shall be made by the Lessee, or any of its sub-
lessees or concessionaires, to forbid the full use by the public of
the premises and of the water areas of the project, subject,
however, to the authority and responsibility of the Lessee to
manage the premises and provide safety and security to the visiting
public.
24. PROHIBITED USES
a. The Lessee shall not permit gambling on the premises or
install or operate, or permit to be installed' or operated thereon,
any device which is illegal, or use the premises or permit them to
be used for any illegal business or purpose. There shall not be
conducted on or permitted upon the premises any activity which
would constitute a nuisance.
b. As an exception, some games of chance, such as raffles,
games and sporting events, may be conducted by nonprofit
organizations, under special use permits iSSUed .i.n conjunction with
special events, if permissible by state and local law. Any reauest
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to conduct such activities must be submitted in writing to the
District Engineer.
c. In accordance with state and local laws and regulations,
the Lessee may sell, store, or dispense, or permit the sale,
storage, or dispensing .of beer, malt beverages, light wines or
other intoxicating beverages on the premises in those facilities
where such service is customarily found. Bar facilities will only
be permitted if offered in connection with other approved
activities. Advertising of such beverages outside of buildings is
not permitted. Carry out package sales of hard liquor is
prohibited.
25. NATURAL RESOURCES
The Lessee shall cut no timber, conduct no mining operations,
remove no sand, gravel, or kindred substances from the ground,
commit no waste of any kind, nor in any manner substantially change
the contour or condition of the premises, except as may be
authorized under and pursuant to the Development Plan described in
the Condition on DEVELOPMENT PLANS herein. The Lessee may salvage
fallen or dead timber; however, no commercial use shall be made of
such timber. Except for timber salvaged by the Lessee when in the
way of construction of improvements or other facilities, all sales
of forest products will be conducted by the United States and the
proceeds therefrom shall not be available to the Lessee under the
provisions of this lease.
26. DISPUTES CLAUSE
a. Except as provided in the Contract Disputes Act of 1978
(41 U.S.C. 601-613) (the Act) , all disputes arising under or
relating to this lease shall be resolved under this clause and the
provisions of the Act.
b. "Claim," as used in this clause, means a written demand or
written assertion by the Lessee seeking, as a matter of right, the
payment of money in a sum certain, the adjustment of interpretation
of lease terms, or other relief arising under or relating'to this
lease. A claim arising under this lease, unlike a claim relating
to that lease, is a claim that can be resolved under a lease clause
that provides for the relief sought by the Lessee. However, a
written demand or written assertion by the Lessee seeking the
payment of money exceeding $50,000 is not a claim under the Act
until certified as required by subparagraph c. (2) below.
c. (1) A claim by the Lessee shall be made in writing and
submitted to the District Engineer for a written decision. A claim
by the Government against the Lessee shall be subject to a written
decision by the District Engineer.
(2) For Lessee claims exceeding $50,000, the Lessee
shall submit with the claim a certification that:
.
(i) The claim is made in good faith;
(ii) Supporting data are accurate and complete to the
best of the Lessee's knowledge and belief; and
(iii) The amount requested accurately reflects the lease
adjustment for which the Lessee believes the Government is liable.
(3) If the Lessee is an individual, the certificate shall
be executed by that individual. If the Lessee is not an
individual, the certification shall be executed by:
(i) A senior company official in charge at the Lessee's
location involved; or
(ii) An officer or general partner of the Lessee having
overall responsibility of the conduct of the Lessee's affairs.
d. For Lessee claims of $50,000 or less, the District
Engineer must, if requested in writing by the Lessee, render a
decision within 60 days of the request. For Lessee-certified
claims over $50,000, the District Engineer must, within 60 days,
decide the claim or notify the Lessee of the date by which the
decision will be made.
e. The District Engineer's decision shall be final unless the
Lessee appeals or files a suit as provided in the Act.
f. At the time a claim by the Lessee is submitted to the
District Engineer or a claim by the Government is presented to the
Lessee, the parties, by mutual consent, may agree to use
alternative means of dispute resolution. When using alternate
dispute resolution procedures, any claim, regardless of amount,
shall be accompanied by the certificate described in paragraph
c. (2) of this clause, and executed in accordance with paragraph
c. (3) of this clause.
g. The Government shall pay interest on the amount found due
and unpaid by the Government from (1) the date the District
Engineer received the claim (properly certified if required), or
(2) the date payment otherwise would be due, if that date is later,
until the date of payment. Simple interest on claims shall be paid
at the rate, fixed by the Secretary of the Treasury, as provided in
the Act, which is applicable to the period during which the
District Engineer receives the claim, and then at the rate
applicable for each 6-month period as fixed by the Treasury
Secretary during the pendency of the claim.
h. The Lessee shall proceed diligently with the performance
of the lease, pending final resolution of any request for relief,
claim, appeal, or action arising under the lease, and comply with
any decision of the District Engineer.
27. ENVIRONMENTAL PROTECTION
a. Within the limits of their respective legal powers, the
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parties to this lease shall protect the project against pollution
of its air, ground, and water. The Lessee shall comply promptly
with any laws, regulations, conditions or instructions affecting
the activity hereby authorized, if and when issued by the
Environmental Protection Agency, or any Federal, state, interstate
or local governmental agency having jurisdiction to abate or
prevent pollution. The disposal of any toxic or hazardous
materials within the leased area is specifically prohibited. Such
regulations, conditions, or instructions in effect or prescribed
by the Environmental Protection Agency, or any Federal, state ,
interstate or local governmental agency, are hereby made a
condition of this lease. The Lessee shall require all sanitation
facilities on boats moored at the Lessee's facilities, including
rental boats, to be sealed against any discharge into the lake.
Services for waste disposal, including sewage pump-out of
watercraft, shall be provided by the Lessee as appropriate. The
Lessee shall not discharge waste or effluent from the premises in
such a manner that the discharge will contaminate streams or other
bodies of water or otherwise become a public nuisance.
b. The Lessee will use all reasonable means available to
protect the environment and natural resources, and where damage
nonetheless occurs from the lessee's activities, the Lessee shall
be liable to restore the damaged resources.
c. The Lessee must obtain approval in writing from the
District Engineer before any pesticides or herbicides are applied
to the premises.
28. PRELIMINARY ASSESSMENT SCREENING
A Preliminary Assessment Screening (PAS) documenting the known
history of the property with regard to the storage, release or
disposal of hazardous substances thereon is attached hereto and
made a part hereof as Exhibit J. Upon expiration, revocation or
termination of this lease, another PAS shall be prepared which will
document the environmental condition of the property at that time.
A comparison of the two assessments will assist the District
Engineer in determining any environmental restoration requirements.
Any such requirements will be completed by the lessee in accordance
with the condition on RESTORATION.
29. HISTORIC PRESERVATION
The Lessee shall not remove or disturb, or cause or permit to
be removed or disturbed, any historical, archaeological,
architectural or other cultural artifacts, relics, remains, or
objects of antiquity. In the event such items are discovered on
the premises, the Lessee shall immediately notify the District
Engineer and protect the site and the material from further
Disturbance until the District Engineer gives clearance to proceed.
30. SOIL AND WATER CONSERVATION
The Lessee. .shall maintain in a manner satisfactory to the
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District Engineer, all soil and water conservation structures that
may be in existence upon said premises at the beginning of, or that
may be constructed by the Lessee during the term of, this lease,
and the Lessee shall take appropriate measures to prevent or
control soil erosion within the premises. Any soil erosion
occurring outside the premises resulting from the activities of the
Lessee shall be corrected by the Lessee as directed by the District
Engineer.
31. TRANSIENT USE
a. Camping, including transient trailers or recreational
vehicles, at one or more campsites for a period longer than thirty
(30 ) days during any sixty (60) consecutive day period is
prohibited. The Lessee will maintain a ledger and reservation
system for the use of any such campsites.
b. Occupying any lands, buildings, vessels or other
facilities within the premises for the purpose of maintaining a
full- or part-time residence is prohibited, except for employees
residing on the premises for security purposes, if authorized by
the District Engineer.
32. COVENANT AGAINST CONTINGENT FEES
The Lessee warrants that no person or selling agency has been
employed or retained to solicit or secure this lease upon an
agreement or understanding for a commission, percentage, brokerage,
or contingent fee, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by the Lessee
for the purpose of securing business. For breach or violation of
this warranty, the United States shall have the right to annul this
lease without liability or, in its discretion, to require the
Lessee to pay, in addition to the lease rental or consideration,
the full amount of such commission, percentage, brokerage, or
contingent fee.
33. OFFICIALS NOT TO BENEFIT
No Member of or Delegate to Congress or Resident Commissioner
shall be admitted to any share or part of this lease or to any
benefits to arise therefrom. However, nothing herein contained
shall be construed to extend to any incorporated company if the
lease be for the general benefit of such corporation or company.
34. MODIFICATIONS
This lease contains the entire agreement between the parties
hereto, and no modification of this agreement, or waiver, or
consent hereunder shall be valid unless the same be in writing,
signed by the parties to be bound or by a duly authorized
representative; and this provision shall apply to this clause as
well as all other conditions of this lease.
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35. DISCLAIMER
This lease is effective only insofar as the rights of the
United States in the premises are concerned; and the Lessee shall
obtain such permission as may be required on account of any other
existing rights. It is understood that the granting of this lease
does not eliminate the necessity of obtaining any Department of the
Army permit which may be required pursuant to the provisions of
Section 10 of the Rivers and Harbors Act of 3 March 1899 (30 Stat.
1151; 33 U.S.C. 3 403), or Section 404 of the Clean Water Act (33
U. S.C. 3 1344) .
36. ADDITIONAL CONDITIONS
a. This lease supercedes Lease Numbers DACW63-1-95-0584,
DACW63-1-96-0725, DACW63-1-96-0726, and DACW63-1-97-0677, which
will be terminated upon execution of this lease.
b. No structures or facilities will be constructed or placed
on the lease premises, by the lessee or sublessee(s), without the
approval of the Commander, Fort Worth District.
IN WITNESS WHEREOF I have hereunto set myha~ by
autho~tY/direction of the Secretary of the Army this /~ ~ day
of 'l . , .?- .PoCl .
Division
THIS LEASE is also executed by the Lessee this 3eD
day of ~~ ' c!)Ooo .
OF THE rOLONY, TEXAS
"
,oQ: ,)(. L~n~
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CERTIFICATION
I, ~rn /l !//CJ:::'S , certify that I am the d r SCt!,etTI1J:Y'
of the City of The Colony, Texas, that w: '-'-IFlm M /l!4.//.H)AI;:;-
who signed this lease on behalf of the Lessee was thenl1?~~~.
of the City of The Colony, Texas, and that said lease
was duly signed for and on behalf of said City by the authority of
its governing body and within the s~~~t~ ~~ ~
Exhibit "0"
Amenities
I lNumber I IDescription!
(Original)
1 Office Building- Entrance area
1 Maintenance BUilding and storage yard
1 Concession Building
1 Conference Center wI kitch., Ig. group rm.,
fireplace, restrms.
1 Boat Ramp (3 lane)
1 Baseball Field wI backstop
3 Open Air Group Pavilions
69 Picnic Tables (day-use areas)
50 RV Campsites wI elect., water hookups, picnic
table, fire ring
6 Primitive Campsites (no facilities)
24 Screened Shelters (east loop) wI elect. and
water
14 Screened Shelters (Conf. Ctr. loop) wI elect. &
water
6 Public Restroom Buildings (ADA)
- wI shower facilities (4)
- ADA shower facility (1)
- Restroom only (1)
1 Fish Cleaning Station
1 RV Sewer Dump Station
4 Horseshoe Pit Areas
3 Volleyball Courts
4 Playgrounds
1 Hiking Trail (3 miles)
2 Residences (1 Park Superv., 1 Police Officer)
1 Elevated Water Tower (30,000 gal.)
1 Sewer Treatment Plant (16,000 gal.)
6 Grinder Pumps
14 Parking Lots (533 spaces total)
4 Miles of Asphalt Roadway
1 Courtesy Dock
1 Swim Beach Area
1 BoatlRV Storage Area (28 stalls)
7 Sewer Connections @ RV sites
10 Designated Tent Campsites
1 Park Storel Watercraft Rentals (concessionaire)
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Exhibit "F"
Development Agreement