HomeMy WebLinkAboutResolution - 2012-R0102 - Lease Agreement - Four Sevens Exploration Co. LTD - Mineral Rights, Oil And Gas - 03_06_2012Resolution No. 2012-RO102
March 6, 2012
Item No. 5.11
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to
execute for and on behalf of the City of Lubbock, an Oil and Gas Lease Agreement for
mineral interest on the land application property, by and between the City of Lubbock and
Four Sevens Exploration Co., LTD., and related documents. Said Agreement is attached
,hereto and incorporated in this resolution as if fully set forth herein and shall be included
,in the minutes of the City Council.
Passed by the City Council on
March 6, 2012
TOM MARTIN, MAYOR
ATTEST:
Relbec Garza, City Secretary
APPROVED AS TO CONTENT:
Marsha Reed, P.E., Chief Oper ting Officer
OVED AS TO FORM:
Weaver, Assistant City Attorney
vw:ccdocs/RES.Agrmt-Four Sevens Exploration -land application
February 14, 2012
Resolution No. 2012-R0102
Exhibit A
ADDENDUM
ATTACHED TO AND MADE A PART OF THAT CERTAIN OIL AND GAS LEASE
DATED March 6, 2012.
1. Minerals Covered. Oil and Gas Only: This lease covers only "oil and gas"
which term, as used herein means "only oil, gas and other related hydrocarbons, including sulfur
produced as a by-product of oil and or gas" and does not cover or include any other minerals,
including but not limited to coal, lignite or uranium. All other said minerals are excluded and are
reserved to Lessor.
1. Royalty. The royalty share for all oil and gas under this Lease shall be 25%.
Lessor's royalty shall never bear or be chargeable with, either directly or indirectly, any part of
the costs or expenses of production, gathering, dehydration, compression, transportation,
manufacturing, processing, treating, marketing, or depreciation of any plant or other facility or
facilities or equipment for processing or treating of the oil or gas produced from the Leased
Premises or any other costs of a similar nature. Gas shall be priced at the point of sale to a third
party and not at the well unless an arms length sale to a third party occurs at that point.
Upon written request and reasonable notice by Lessor, Lessee shall make available to Lessor or
Lessor's authorized representative for inspection and examination the books and accounts,
receipts, well records, and all contracts and other records pertaining to the production,
transportation, sale and marketing of the oil and gas produced on the Leased Premises which
relate to or have bearing on, in any manner, the royalty to be received by Lessor hereunder. Any
inspection or examination shall be done at Lessee's principal place of business during normal
working hours.
Any use of oil or gas produced from operations on or under the Leased Premises shall be
included in calculating revenue and payment of royalties from the well production.
Notwithstanding any other provision in this section, Lessee may reduce Lessor's royalty to
not less than 22.5% upon providing Lessor satisfactory evidence that, in order to secure an off
premise well site from which to produce oil or gas from the Leased Premises, Lessee was
obligated to grant an overriding royalty interest in oil or gas produced from the Leased Premises
to the surface owner at said off premise well site. In that event, and only in that event, Lessor's
royalty may be reduced by the amount of said overriding royalty interest, but in no event shall
such reduction exceed a 2.5% royalty interest. Lessor and Lessee acknowledge that "pad
sites" using current technology often host more than one well head. Therefore, Lessee agrees to
make best efforts to secure an off premise well site without the grant of an overriding royalty
interest. In the event such efforts are not successful, and only in that event, Lessee may reduce
the Lessor's royalty from the well in question to not less than 22.5% utilizing the calculation set
out in this paragraph.
Page 1
2. Primary Term Extension. Notwithstanding any provision herein to the contrary,
in order the Primary Term to be extended by Lessee, Lessee shall pay Lessor the amount of $350
per acre per year for such an extension. Lessee may opt to extend the Primary Term for two (2)
one-year periods.
3. Shut-in Royalty. While there is a gas well on this Lease or on lands pooled with
the Land capable of producing in paying quantities, but gas is not being sold, at the end of the
Primary Term or any time thereafter, Lessee shall pay or tender in advance an annual shut-in
royalty of $20,000 for each well from which gas is not being sold. Payment with respect to a
well will be due within 60 days after the well is shut-in and shall be proportionately reduced to
Lessor's percentage of acreage in the pooled unit. While shut-in royalty payments are timely and
properly paid, this Lease will be held as a producing lease.
4. Continuous Development.
(a) If, at the expiration of the Primary Term, oil or gas is not being produced from the Leased
Premises, but Lessee has commenced the drilling of a well on the Leased Premises, the Lease
will not terminate but will remain in effect for so long thereafter as operation are carried out with
due diligence with no cessation of more than 60 days, and if the operations result in the
production of oil or gas, the Lease shall remain in force as otherwise provided herein. For the
purposes of this Lease, the term "operations" means operations for any of the following:
drilling, testing, completing, reworking, recompleting, deepening, plugging back, or repairing of
a well in search for production of oil or gas.
(b) If this Lease is maintained beyond the expiration of the Primary Term by production or
otherwise, it will remain in force as to all acreage and depths as long as there is no lapse of more
than 150 days between the completion of one well and the commencement of the actual drilling
of another well. The commencement of actual drilling means the penetration of the surface with
a drilling rig capable of drilling to the anticipated total depth of the well. After a well is
commenced, drilling operations must continue in a good and workmanlike manner in a good
faith effort to reach the anticipated total depth with no cessation of operations for more than 60
consecutive days. A well will be deemed to have been completed on the date of the release of
the drilling rig from the drill site and any completion operations cease. The permitted time
between wells shall be cumulative so that if a well is commenced prior to the date it is required
to be commenced, the number of days prior to the date on which the well should have been
commenced shall be added to the time permitted for the next well.
(c) If at any time the maximum time for the commencement of the actual drilling of a well
expires without the commencement of the well, or upon the expiration of the Primary Term if the
Lease is not maintained by continuous drilling or any other provision contained herein, this
Lease will terminate except as to the Retained Tract (defined below) surrounding any well that is
then producing in paying quantities or deemed to be producing in paying quantities by virtue of
payment of shut-in royalties, and as to each Retained Tract, the Lease will then terminate as to
all depths 100 feet below the stratigraphic equivalent of the base of the deepest producing
formation on the Retained Tract. The Lease will be treated as a separate lease with respect to
Page 2
each Retained Tract and will continue so long as production in paying quantities continued from
the Retained Tract or the Lease is otherwise maintained. If production from a Retained Tract
ceases from any cause, this Lease will terminate as to that tract unless Lessee commences
operations for drilling or reworking on the tract within 60 days after the cessation of production
or this Lease is maintained by other provisions, in which case the Lease as to that Retained Tract
will continue in force as long as the operations are prosecuted with no cessation of more than 60
consecutive days, and if they result in production, so long thereafter as there is production from
the Retained Tract.
(d) As used in the Lease, the term "horizontal well" means a well that meets the definition of
a "horizontal drain hole well" under Statewide Rule 86 of the Railroad Commission of Texas,
and a "vertical well" is a well that is not a horizontal well. The land assigned to a well for the
purposes of this section is referred to as a "Retained Tract." Once Lessee concludes its
continuous drilling operations hereunder, each Retained Tract must include sufficient wells
drilled to hold the Retained Tract and the parties agree that the acreage earned by drilling a well
may not exceed the minimum size required to obtain a drilling permit under the well density
rules adopted by the Railroad Commission of Texas for the field, or if there are no field rules that
apply, the Retained Tract shall be limited to the smallest size required to obtain a drilling permit
under the statewide well density rules of the Railroad Commission of Texas. A Retained Tract
for a vertical well may not exceed 40 acres. If field rules are established later that permit
obtaining a drilling permit with less acreage, a Retained Tract for a vertical well may not exceed
the minimum size permitted. A Retained Tract for a horizontal well may include the minimum
acreage specified above for a vertical well plus the additional acreage listed in the tables in Rule
86 and must comply with the requirements of Rule 86 for a minimum permitted well density.
Each Retained Tract shall be designated in a shape that maximizes the number of possible
Retained Tracts on the Leased Premises.
(e) Within 60 days after the last to occur of the expiration of the Primary Term or the
continuous drilling program, Lessee must file in the county records and furnish to Lessor a
document designating each Retained Tract by metes and bounds description prepared by a
professional surveyor, specifying the retained depths thereunder, and releasing all other depths
and acreage. A gas well that becomes an oil well will hold only the acreage permitted for an oil
well, and Lessee must file a redesignation of the Retained Tract (containing metes and bounds
description prepared by a professional surveyor and specifying the retained depths thereunder) in
the Real Property Records of the county were the Land is located. If Lessee fails to file timely a
document required by this paragraph after Lessor has provided thirty (30) days prior written
notices, then Lessor may do so, and the filing will bind Lessee.
(f) Lessee shall drill as many horizontal wells from each drill site as is reasonably
practicable in accordance with good oilfield practices and taking into account all geological and
geophysical information know to Lessee. Each drill site should each be located in such a manner
as to facilitate the drilling of as many wells a possible from such drill site in order to minimize
the number of drill sites on lands pooled herewith.
5. Vertical Pugh Clause. Sixty (60) days after completion of a well, this lease
shall expire to all depths below the stratigraphic equivalent of 100 feet below the base of the
Page 3
deepest producing formation, provided however, if Lessee is then engaged in drilling
operations on the Leased Premises or on acreage pooled therewith, this lease shall remain in
full force and effect as to all depths so long as no more than one hundred fifty (150) days elapse
between the completion or abandonment of one well and the commencement of operations for
the drilling of another well.
6. Horizontal Pugh Clause. Notwithstanding any provision herein to the contrary,
upon the expiration of the primary term of this lease or upon the expiration of sixty (60) days
following the completion of the last well drilled on the leased premises or acreage pooled
therewith (whether completed as a well capable of production in paying quantities or as a dry
hole), whichever is the later date, this lease shall terminate as to any land not included in a
pooled unit, proration unit or other unit from which any well, located thereon at pooled
therewith, is producing or may be capable of producing in paying quantities, or upon which
drilling, reworking or other operations calculated to restore production are being pursued as
herein provided. After the expiration of the primary term of this lease, if production on any
pooled, proration or other unit permanently ceases from any cause either voluntary or
involuntary (and if this lease is not otherwise being maintained), this lease shall terminate as to
such unit unless Lessee within (60) days thereafter commences reworking operations or the
actual drilling of a new well thereon. In such event, this lease will continue in effect as to such
unit so long as such drilling or reworking is prosecuted with no cessation of such operations for
more than (60) consecutive days until production is restored.
7. Surface Operations Limited. Notwithstanding any provision to the contrary in
the Lease or this Addendum, surface applications for drilling activities on the surface of the
Leased Premises shall be limited to pad sites and appurtenances located in relation to existing
center -pivot irrigation systems as depicted in the attached Exhibit C. Damages for surface
operating shall be paid at the rate of $5000 per pad site, provided such site is five (5) acres or
less. Additional acreage shall carry additional surface damage compensation in the amount of
$2,500 per acre. Lessee shall pay damages to growing crops based upon actual market value.
Notwithstanding the foregoing, this limitation of surface use shall not be construed as a waiver of
the rights of Lessee to utilize the subsurface of Leased Premises under this Lease, and Lessee
shall have the right to exploit, explore for, develop and produce oil, gas and other covered
minerals under this Lease from wells from surface locations off of the Leased Premises,
including but not limited to, directional, horizontal drilling activity which comes under the
surface of the Leased Premises. This surface limitation of use does not apply to any surface
rights associated with instruments other than this Lease.
a. The surface damages provided for above shall be paid prior to the
commencement of each respective operation. In the event such damages are
not paid in advance or within sixty (60) days of notice received from Lessor,
Lessee agrees to pay as liquidated damages a sum equal to twice the amount
stipulated above as damages, unless the payment amount is in dispute. It is
agreed that salt water or oil leakage is not included in the damages set out
above, but shall be considered separately.
Page 4
b. Lessee agrees to locate all flowlines, pipelines, electric distribution lines,
injection/disposal lines, and other lines necessary to Lessee's operations on
the Land in such places and in such a manner as may be reasonably agreed
upon by Lessor.
c. Lessee agrees to locate all tanks, separators, treaters or other production and
disposal facilities necessary to Lessee's operation on the Land on the pads
provided for under this agreement or as may be reasonably agreed upon by the
parties.
d. Lessee agrees to install and operate all equipment necessary to Lessee's
operations on the Land in such a manner as will not unreasonably interfere
with or affect Lessor's agricultural practices.
e. Lessee agrees to maintain all roads utilized by Lessee in good repair and
condition at all times.
f. Upon completion of any operation or abandonment of any drillsites, pit areas,
well location, tank battery locations, roadways or other surface disturbance,
Lessee shall restore the premises by (i) remove all rock, gravel, caliche, or
other materials foreign to the natural condition of the land; (ii) level and fill
with top soil all pits, ruts, or other surface disturbances in such a manner as to
restore same to the natural contour of the land; (iii) clean the area to the end
that all objects, materials and structures not reasonably necessary to the
production of oil and/or gas are removed and eliminated; (iv) otherwise
restore the surface of the premises to its original condition as nearly as
reasonably practicable.
g. Upon completion of any drilling operation, and a reasonable time allowed for
evaporation, not to exceed on hundred eighty (180) days, any reserve pits shall
be pumped dry and the liquid and other contents shall be removed from the
Land. The reserve pits must be back filled with top soil on the surface and the
site reasonably packed and leveled to twelve inches (12") above the level of
the adjacent ground.
h. Any saltwater production from wells drilled upon the Land shall be disposed
of off the Land, or shall be stored and/or re -injected into a subsurface strata at
a depth sufficient to protect all sources and supplies of fresh and potable water
or water suitable for agricultural purposes.
8. Notwithstanding any provision to the contrary in this Lease, or Addendum, this Lease
is entered into with the knowledge of the Parties that the current surface use of the
Leased Premises is for a TCEQ-permitted wastewater land application site. The
Parties agree that Lessee shall make no operations on the Leased Premises without
the consent of the TCEQ. Lessee accepts this risk, and enters into this Lease with the
express knowledge that its activities on the Leased Premises may be curtailed by the
TCEQ.
Page 5
9. This Lease Agreement is entered subject to those certain agricultural lease
agreements between the City of Lubbock and the counterparties listed below, and any and all
extensions thereto. Such lease agreements are attached hereto as Exhibits `B-1" through `B-6".
Exhibit
Lessee
Date
B-1
Casey Donald
1/12/12
B-2
Challenge Park of Texas, Inc.
8/12/08
B-3
[Intentionally Omitted]
B-4
Levi's Terrace, Ltd.
1/12/06
B-5
Kim Sherrod
11/15/10
B-6
Richard Adams
6/10/10
10. No Warranty of Title. This Lease is made and entered into without any express
or implied warranty of title by, or recourse upon, Lessor(s) whatsoever, not even for the return of
the consideration paid heretofore or hereunder.
11. Addendum Prevails. It is understood and agreed by all parties hereto that the
provisions of this Addendum supersede any provisions to the contrary in the printed lease hereof.
12. Offset Wells. For purposes of this Lease, an "offsetting well" is a well that is
producing oil or gas from adjacent or nearby land and is in reasonable probability draining the
Leased Premises. If an offsetting well is completed, Lessee must, within 120 days after the date
of first sales from the offsetting well, commence operations for the drilling of an offset well on
the Lease Premises and must diligently pursue those operations to the horizon in which the
offsetting well is producing, or at the option of Lessee: (i) execute and deliver to Lessor a release
in recordable form of the acreage nearest to the offsetting well; or (ii) pay Lessor a monthly
royalty equal to the royalty that would be payable under this Lease if the production from the
offsetting well had come from the Leased Premises. In the event acreage is released pursuant to
(i) above, the release will cover a tract of a size and shape that will permit the drilling of a well to
the producing formation and the creation of a proration unit surrounding the well in compliance
with the field rules for the field in which the offsetting well is located, but if there are no fields
rules, in compliance with the statewide rules of the Railroad Commission of Texas. A well
producing with perforations within 330 feet of the Leased Premises will be conclusively
presumed to be draining the Land.
13. No Warranties. Lessor makes no warranty of any kind with respect to, and has
no obligation to defend, title to the Land. If Lessor owns an interest in the Land less than the
entire fee simple estate, then the royalties payable hereunder will be reduced proportionately.
14. Attorney's Fees. In the event that Lessor is required to employ legal counsel for
the enforcement of any provision of this Lease and prevails, Lessor will be entitled to recover
from Lessee reasonable attorney's fees and expenses, including but not limited to expect witness
fees, incurred by Lessor.
15. Insurance. At all times while this Lease is in force, Lessee shall acquire and
maintain insurance covering all of its activities and operations hereunder, including any work
Page 6
performed on its behalf by contractors, subcontractors, and others, naming Lessor as an
additional insured. The policies shall include coverage for comprehensive general liability, for
bodily injury and property damage, blowout and loss of well coverage, and coverage for any
damage to the environment, including coverage for the cost of clean up and surface remediation.
The coverage shall be in the minimum amount of $3,000,000. Lessee shall furnish a certificate
from the issuing insurance company or companies evidencing the coverage.
16. Indemnity. LESSEE, ITS SUCCESSORS AND ASSIGNS WILL
PROTECT, DEFEND, INDEMNIFY, REIMBURSE, AND HOLD HARMLESS, THE
LESSOR, ITS EMPLOYEES, SURFACE TENANTS, AGENTS, SUCCESSORS,
ASSIGNS, HEIRS, DEVISEES, AND PERSONAL REPRESENTATIVES
(COLLECTIVELY "LESSOR INDEMNITEES") FROM AND AGAINST ALL
ATTORNEYS' FEES, CAUSES OF ACTION, CLAIMS, COSTS, COURT COSTS,
DAMAGES, DEMANDS, EXPENSES, EXPERT FEES, JUDGMENTS, PENALTIES,
AND SUITS OF EVERY KIND OR CHARACTER (COLLECTIVELY "CLAIMS"), AND
WHETHER IN CONTRACT, IN TORT OR EXISTING AT COMMON LAW, OR BY
VIRTUE OF ANY STATUTE, REGULATION OR ORDINANCE, ARISING OUT OF
ANY ACT WHICH MAY HEREINAFTER TRANSPIRE FROM ANY ACTIVITY
EXPRESSLY OR IMPLIEDLY AUTHORIZED OR REQUIRED BY THIS
AGREEMENT WHETHER PERFORMED BY THE LESSEE OR THOSE HAVING A
CONTRACTUAL RELATIONSHIP WITH LESSEE EXCEPT TO THE EXTENT THAT
SUCH CLAIMS RESULT FROM LESSOR INDEMNITEES' NEGLIGENCE, GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. FOR PURPOSES OF THE
INDEMNITY PROVISIONS HEREOF, ANY ACTS OR OMISSIONS OF LESSEE, OR
BY EMPLOYEES, AGENTS, ASSIGNEES, SUCCESSORS, GUESTS, INVITEES,
CONTRACTORS, OR SUBCONTRACTORS OF LESSEE OR ACTIONS OF ANY
OTHER PERSONS FOR OR ON BEHALF OF LESSEE (WHETHER OR NOT THEY
ARE NEGLIGENT, INTENTIONAL, WILLFUL, OR UNLAWFUL), SHALL BE
STRICTLY ATTRIBUTABLE TO LESSEE AND AS SUCH SHALL FALL WITHIN
THE SCOPE OF LESSEES OBLIGATION IN THIS SUBPARAGRAPH TO
INDEMNIFY LESSOR. THE INDEMNITY OBLIGATIONS OF THIS PARAGRAPH
SHALL APPLY TO ANY ATTORNEYS' FEES, COURT COSTS OR OTHER
EXPENSES LESSOR INCURS IN THE SUCESSFUL DEFENSE OF ANY ACTION OR
CLAIM BROUGHT AGAINST LESSOR WHICH ARISES FROM OR RELATES TO
THE ACTIVITY OF LESSEE EXPRESSLY OR IMPLIEDLY AUTHORIZED OR
REQUIRED BY THIS AGREEMENT.
17. Compliance with Environmental Laws and Regulations. Lessee, its
successors and assigns, by its acceptance of this Lease, hereby agrees to comply with all
applicable laws, rules and regulations and hereby assumes full responsibility for, and agrees to
indemnify, defend and hold harmless, Lessor from and against any loss, liability, claim, fine,
expense cost (including attorneys fees and expenses) and cause of action caused by or arising out
of the violation (or defense of the alleged violation) of any federal, state or local laws, rules or
regulations applicable to any waste material, drilling matter fluid or any hazardous substances
released or caused to be released by Lessee or Lessee's agents, or independent contractors, or
any other operations on the Leased Premises hereunder into the atmosphere or into or upon the
Page 7
land or any water course or body of water, including ground water, or subsurface water. Further,
Lessee covenants and agrees to accept total and sole responsibility for the preservation of all
animal and plant life existing under the protection of the Endangered Species Act; and to comply
with all governmental laws and edicts relating to any other and all environmental cares and
concerns. Lessee further acknowledges and agrees that, as between Lessor and Lessee, it is also
solely liable for violations of environmental laws, rulings and edicts by contractors, crews,
service companies, transportation companies, and any other company or individual who travels
or works on, over or across the Leased Premises while engaged in pursuits that are, in any way,
connected with the Lessee's exploration for oil and gas. Additionally, upon receiving any notice
regarding any environmental, pollution or contamination problem or violation of any law, rule or
regulation, Lessee will forward a copy to Lessor by certified mail within thirty (30) days. This
provision and its indemnities shall survive the termination of this Lease, and shall enure to the
successors, heirs and assigns of Lessor and Lessee.
Lessee agrees to pay the cost of water quality testing, as follows: (1) an initial baseline water
quality test to be conducted no more than 60 days before Lessee commences actual drilling and
(2) re -testing 1 year following completion of the first well, and (3) repeat testing every three
years thereafter, as long as this lease remains in effect. Said testing shall be conducted at each
mutually agreeable water wells on, the Leased Premises. The testing shall be done by a qualified
professional water testing firm selected jointly by the Lessee and Lessor. Testing will include,
but not be limited to, testing for gas, minerals, metals, volatile organic compounds (VOC's), and
semi -volatile organic compounds (SVOC's).
18. Miscellaneous Provisions.
(a) In the event this Lease terminates for any reason as to all or any part of the Land, Lessee
shall, within 60 days thereafter, deliver to Lessor a recordable release covering all of the Land or
that portion of the Land as to which this Lease terminated.
(b) Nothing in this Lease negates any implied covenants imposed upon Lessee under
applicable law.
(c) Lessee will conduct all operations hereunder in compliance with the rules of the Railroad
Commission of Texas and federal and state environmental laws and regulations and municipal
ordinances. Upon written request of Lessor, Lessee shall furnish to Lessor copies of applications
to drill, daily drilling reports, well tests, completion reports, plugging records, and production
reports. Lessee will divulge to Lessor's Representative correct information as requested in
writing by Lessor as to each well, the production therefrom, and such non-proprietary technical
information as Lessee may acquire; however, Lessor and Lessor's Representative must keep all
such information confidential and may not divulge same to any third party. Lessor's
Representative has the right to be present when wells or tanks are gauged and production
metered and upon written request has the right to examine all run tickets and to have full
information as to production and runs and to received copies of all run tickets.
(d) The term "production" means production in paying quantities. Lessee's obligations to
pay money under this Lease are to be performed in Lubbock County, Texas. Paragraph headings
Page 8
are used in this Lease for convenience only and are not to be considered in the interpretation or
construction of this Lease. The execution or ratification by Lessor of any division order, gas
contract, or any other documents will not alter any provision of this Lease unless the intent to do
so is expressly stated in the document. Under no circumstances may Lessee, its agents,
employees, or contractors bring firearms or dogs or other animals on the Leased Premises or hunt
or fish on the Leased Premises. Upon Lessor's written request, Lessee agrees to furnish to
Lessor a copy of each title opinion or report obtained by Lessee that covers all or any part of the
Leased Premises together with a copy of each title curative document obtained by Lessee.
(e) Any compressors used in connection with this Lease or the Leased Premises herewith
shall be equipped with the latest technology in noise suppression and muffling devices. Every
five years if requested by Lessor, Lessee shall be required to install quieter compressors if such
are available for sale and distribution.
(f) Upon Lessor's written request and reasonable notice, Lessor shall have the right to
inspect, during normal business hours, all records of Lessee relating to this Lease, operations
conducted on the Leased Premises, the sale and marketing of production from the Leased
Premises, and the payment of royalties, including the right to audit Lessee's books insofar as
they relate to the foregoing. All such information is confidential and shall not be further
disclosed by Lessor or Lessor's Representative without Lessee's prior written consent.
(g) Lessor may not own all of the minerals underlying the Land. Lessee agrees that it will
not drill, conduct operations or participate in drilling or operations on the Land or Leased
Premises which are not in compliance with the terms and requirements of this Lease by claiming
authority under the lease or leases covering the outstanding interest.
(h) Choice of Law. This agreement will be construed under the laws of the State of Texas,
without regard to choice -of -law rules of any jurisdiction. Venue is in Lubbock County, Texas.
(i) Lessee, for itself and its successors and assigns, hereby waives any right of eminent
domain possessed by Lessee or any Affiliate of Lessee to acquire any right of way or easement
for the transportation of gas, oil or any other substance.
0) Groundwater Protection. Any oil or gas wells drilled by Lessee shall be drilled in
compliance with the surface casing requirements imposed by the State of Texas for
groundwater protection and Lessee shall install such surface casing in the required manner in
order to insure the protection of all water bearing formations in and under the Land. Further,
Lessee agrees to conduct water quality testing on any water wells available on lands pooled
with the Land, as follows: (1) an initial baseline water quality test to be conducted no more than
60 days before Lessee commences actual drilling for the first well from Lessee's drillsite
located on lands to be pooled with the Land, and (2) re -testing 1 year following completion
of the first well, and (3) repeat testing every three years thereafter, as long as this Lease
remains in effect. The testing shall be done by a qualified professional water testing firm and
will include, but not be limited to, testing for gas, minerals, metals, volatile organic
compounds (VOC's), and semi- volatile organic compounds (SVOCs).
Page 9
(k) Visual Appearance. Lessee shall maintain any drillsites within 1,000 feet of the
Leased Premises in a neat and orderly fashion. For safety and appearance, Lessee shall
construct and install fencing around each drillsite and related facilities in a visually appealing
manner, in an effort to maintain the continuity of the surrounding area, and shall maintain the
fences in a good state of repair. Upon conclusion of Lessee's drilling and completion
operations, Lessee shall restore that portion of the drillsite not being utilized by Lessee for
producing operations as nearly as is reasonably practicable to its original state. In addition,
Lessee shall maintain the drillsite in a manner whereby it shall be free of noxious vegetation
and debris resulting from Lessee's operations. Upon lease expiration, Lessee shall remove all of
Lessee's equipment and restore the surface of the ground on the drillsite as nearly as is
reasonably practicable to its original state.
(1) Mud Pits. Lessee may, as part of its surface operations contemplated hereunder, utilize
pits for drilling mud, process water, and other process fluids to the extent same are consistent
with the rules of the Texas Railroad Commission. All such pits must utilize best available liner
technology, and be constructed according to plans certified by a registered Texas Professional
Engineer. All such pits shall be cleaned up and the surface restored to its original condition or
better within ninety (90) days of the completion of the well. Pits shall be restored by the Lessee
excavating the pit and any surrounding affecting area down to the native soil, replacing the
excavated space with clean fill material similar to that present on the surrounding Lease
Premises, and reestablishing a grass cover on the area. Lessee shall continue reseeding activities
until a sustainable stand of grass covers no less than 85% of the restored surface area. No
hazardous materials may be stored in the Mud Pits or similar structure at any time. Upon
completion of clean up activities, Lessee shall provide a certification executed by a registered
Texas Professional Engineer, that no inud or other fluid penetrated the Liner, or, alternatively, in
the event of such penetration, the leakage has been fully remediated.
(m) Remedial Action. Any remedial action or activities required of Lessee under this
Lease shall be addressed and the remedial work commenced within the earlier of twenty (20)
days or a reasonable amount of time under the circumstances, dependent on the nature of the
remedial work, and must be diligently pursued until fully performed.
(n) Intentionally Omitted
(o) Environmental Safeguards. Lessee shall employ such measures as will reduce the impact
of its operations upon improvements, vegetation and habitat on the Leased Premises. Lessee
shall use reasonable care and safeguards in conducting its operations to prevent contamination or
pollution from any waste, pollutant, or contaminant to any environmental medium, including
soil, surface waters, groundwater, sediments, surface or subsurface strata, ambient air, or any
other environmental medium in, on, or under the Leased Premises. Lessee shall promptly
remediate any condition which is hazardous to humans or wildlife resulting from Lessee's
operations.
(p) Visual Appearance. Lessee shall not permit the disposal of trash, storage of used
equipment or other such materials on the well site and shall maintain the well site in a neat and
Page 10
orderly fashion. Lessee shall construct or improve necessary lease roads as all weather roads and
shall maintain such roads in a good state of condition and repair in order to prevent excess dust
and erosion and maintain the continuity of the surrounding environment. For safety and
appearance, Lessee shall install appropriate fences around each well and related facilities in a
visually appealing manner in an effort to maintain the continuity of the surrounding area, and
shall maintain the fences in a good state of repair. Upon conclusion of Lessee's drilling and
completion operations, Lessee shall restore that portion of the well site not being utilized by
Lessee for producing operations as nearly as is reasonably practicable to its original state. In
addition, Lessee shall maintain the well site in a manner whereby it shall be free of noxious
vegetation and debris resulting from Lessee's operations. Upon lease expiration, Lessee shall
remove all of Lessee's equipment and restore the surface of the ground as nearly as is reasonably
practicable to its original state.
(q) Noise Abatement and Safety. Lessee shall utilize modern equipment with appropriate
safeguards in its drilling, completion and producing operations. Whenever possible, Lessee shall
install sound barriers and utilize hospital grade mufflers on compressors to reduce noise levels
and emissions while conducting its operations.
(r) Seismic Operations. Lessee shall pay for all damages incurred to the Land which result
from its seismic operations. Other than seismic operations as provided herein, by execution and
delivery of this Lease, Lessee does not otherwise obtain the right to conduct exploration,
excavation or drilling operations from or upon the surface of any portion of the Land.
(s) Local Ordinances. In conducting its operations hereunder, Lessee shall comply with all
present and future ordinances, rule or regulations imposed by the City of Lubbock or other
governmental agency. For purposes of this Lease, the Leased Premises shall be deemed to be
wholly inside the corporate boundaries of the City of Lubbock, and Lessee agrees to comply with
City of Lubbock Ordinances Article 8.07 for the entirety of the Leased Premises.
(t) This Lease does not carry with it the right for Lessee to use ground water, fresh, brackish
or otherwise, or surface water, from the Leased Premises. The parties are in discussions
regarding the sale by Lessor to Lessee of certain municipal water treatment plant discharge water
for use Lessee's operations. Regardless of the outcome of those negotiations, this Lease carries
with it no express or implied right to utilize surface water or ground water from the Leased
Premises and any indication to the contrary is hereby expressly revoked.
(u) Counterpart Language. This Lease may be executed in counterparts.
Executed on the date first written above.
Page 11
Resolution No. 2012-RO102
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON YOU MAY
REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS
INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVERS LICENSE NUMBER
MEMORANDUM OF OIL AND GAS LEASE
THE STATE OF TEXAS §
COUNTY OF LUBBOCK §
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, The City of Lubbock, Texas, a Municipal Corporation,
whose address is PO Box 15100, Lubbock, TX 79350, (herein collectively called "Lessor",
whether one or more) has executed and delivered to Four Sevens Exploration Co., Ltd.,
herein called "Lessee", whose address is 777 Taylor St., Suite 1090, Fort Worth,
Texas, 76102, an Oil and Gas Lease dated March 6, 2012, , and covering minerals
in 2,938.933 gross acres of land, whether more or less (+-) as situated in Lubbock County, Texas,
and being more described in the following:
Tract 1: 3.000 acres, more or less, being a tract of land out of the Northwest One -Quarter of Section No.
73, Block A, E.L. & R.R. RR Co. Survey, Abstract No. 340, Lubbock County, Texas. Being further
described by metes and bounds in that certain General Warranty Deed dated November 3, 2005 to the
City of Lubbock and recorded as Volume 10192, page 145, Deed Records, Lubbock County, Texas.
Tract 2: 37.489 acres, more or less, being all of that certain 38.5 acre tract out of the Southeast Quarter of
Section 1, Block B, Abstract # 93, T.T.R.R.CO. Survey; being further described in Volume 448, Page
488, Deed Records, Lubbock County, Texas. Save and Except a 1.011 acre tract further described by
metes and bounds as land dedicated for Right of Way in Volume 769, Page 519, Deed Records, Lubbock
County, Texas.
Tract 3: 1.011 acres, more or less, out of Section 1, Block B, Abstract # 93, T.T.R.R.CO. Survey; being
further described by metes and bounds as land dedicated for Right of Way in Volume 769, Page 519,
Deed Records, Lubbock County, Texas.
Tract 4: 363.393 acres, more or less out of Section 1, Block B, Abstract # 93, T.T.R.R.CO. Survey;
being all of Section 1, Block B, Save and Except a 38.5 acre tract of land being described by metes and
bounds in Volume 448, Page 488, Deed Records, Lubbock County, Texas. Further Save and Except a
48.187 acre tract being the same land dedicated for Right of Way to the State of Texas Highway
Commission; described in Volume 384 Page 49, and Volume 779 Page 277, Deed Records, Lubbock
County, Texas. Also Save and Except 189. 92 acres of land being further described in that certain contract
for deed recorded as Volume 5158 Page 331.
Tract 5: 48.187 acres, more or less out of Section 1, Block B, Abstract # 93, T.T.R.R.CO., Survey. Being
the same land dedicated for Right of Way to the State of Texas Highway Commission; described as
Survey 1 in Volume 384 Page 49, and Volume 779 Page 277.
Tract 6: 60.78 acres, more or less, out of Section 5, Block S, and being further described as tract 3 by
metes and bounds in that certain Deed from J. Frank Gray, joined herein pro forma by my wife, Imogene
Gray, and Jack P. Driskell, as Independent Executor of the Estate of Lily W. Gray, deceased, to the City
of Lubbock and recorded as Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
Tract 7: 31.091 acres, more or less, out of Section 5, Block S, and being further described as tract 9 by
metes and bounds in that certain Deed from J. Frank Gray, joined herein pro forma by my wife, Imogene
Gray, and Jack P. Driskell, as Independent Executor of the Estate of Lily W. Gray, deceased, to the City
of Lubbock and recorded as Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
Tract 8: 479.729 acres, more or less, being out of Section 18, Block S Abstract Number 499, Lubbock
County, Texas, being further described in that certain Warranty Deed dated September 30, 1986, from
Standefer & Gray Inc. to City of Lubbock and recorded in Volume 2318, Page 89, Deed Records,
Lubbock County, Texas.
Tract 9: 200 acres, more or less, out of the Northwest portion of Section 9, Block S, Abstract #202, Cert.
3/504, GC & SF Ry. Co. Survey; More particularly described by meets and bounds and being portions of
Tract 1 which contains 114.34 acres and Tract 2 which contains 85.66 acres in Document Number 33175,
filed September 30, 1986 in Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
Tract 10: 407.5 acres, more or less, out of the Easterly and Southwest corner of Section 9, Block S,
Abstract #202, Cert. 3/504, GC & SF Ry. Co. Survey; More particularly described by metes and bounds
and being portions of Tract 14 and Tract 15 and all of Tract 16 in Document Number 33176, filed
September 30, 1986 in Volume 2318, Page 89, Deed Records, Lubbock County, Texas.
Tract 11: 93.23 acres more or less, being all of the Southwest Quarter of Section 2, Block B, Lubbock
County, Texas. Save and Except a 13.97 acre tract being further described in two separate deeds
conveyed to the Fort Worth and Denver South Plains Railway Co., recorded as Volume 125, Page 390,
and Volume 140, Page 281, Deed Records, Lubbock County, Texas. Further Save and except that certain
52.8 acre tract being part of the Southwest Quarter of Section 2, Block B, and lying North of the Fort
Worth & Denver South Plains Railway Company Right of Way.
Tract 12: 52.8 acres more or less, being a tract of land out of the Southwest Quarter of Section 2, Block
B, and lying North of the Fort Worth & Denver South Plains Railway Company Right of Way. Being
further described in that certain Warranty Deed dated December 12, 1986 from Elizabeth Ann Simmons,
etal to the City of Lubbock and recorded as Volume 2392, Page 91, Deed Records, Lubbock County,
Texas.
Tract 13: 583.928 acres out of Section 11, Block B, Abstract # 60, I.R.R.CO. Survey; described as Tract
No. 5 and Tract No. 11 by metes and bounds in a Deed from J. Frank Gray, joined herein pro forma by
my wife, Imogene Gray, and Jack P. Driskell, as Independent Executor of the Estate of Lily W. Gray,
deceased, to the City of Lubbock and recorded as Volume 2318, Page 73, Deed Records, Lubbock
County, Texas.
Tract 14: 38.525 acres out of the Northwest corner of Section 11, Block B, Abstract # 60, I.R.R.CO.
Survey; being further described by metes and bounds in that certain Warranty Deed from j Frank Gray
etal to The City of Lubbock recorded as Volume 453, Page 228, Deed Records, Lubbock County, Texas.
Tract 15: 9.0300 acres out of Section 11, Block B, Abstract # 60, I.R.R.CO. Survey; being further
described by metes and bounds in that certain Warranty Deed from Kent R. Clark etal to the City of
Lubbock, recorded as Volum 2414, page 103, Deed Records, Lubbock County, Texas.
Tract 16: 24.54 acres, more or less, out of Section 5 1/2, Block S, Abstract #1127, G. Boles Survey; being
further described by metes and bounds in a Deed from J. Frank Gray, joined herein pro forma by my wife,
Imogene Gray, and Jack P. Driskell, as Independent Executor of the Estate of Lily W. Gray, deceased, to
the City of Lubbock and recorded as Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
Tract 17: 85.66 acres, more or less, out of the Northeast Quarter of Section 10, Block S, Abstract #445,
G.C. & S.F. Survey; Being a portion of Tract 1 as described by metes and bounds in Document Number
33175, filed September 30, 1986 in Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
Tract 18: 67.94 acres, more or less, out of the Southeast portion of Section 10, Block S, Abstract #445,
G.C. & S.F. Survey; Being a portion of Tract 2 as described by metes and bounds in Document Number
33175, filed September 30, 1986 in Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
Tract 19: 149.1 acres, more or less, out of the Northern Portion of Section 10, Block S, Abstract #445,
G.C. & S.F. Survey; Being a portion of Tract 10 as described by metes and bounds in Document Number
33175, filed September 30, 1986 in Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
Tract 20: 150 acres, more or less, out of the Southern Portion of Section 10, Block S, Abstract #445, G.C.
& S.F. Survey; Being a portion of Tract 6 as described by metes and bounds in Document Number 33175,
filed September 30, 1986 in Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
Tract 21: 52 acres, more or less, being a portion of a 192 acre tract lying in South portion of Section 10,
Block S, Abstract #445, G.C. & S.F. Survey; Being a portion of Tract 6 as described by metes and bounds
in Document Number 33175, filed September 30, 1986 in Volume 2318, Page 73, Deed Records,
Lubbock County, Texas.
Whereas said Oil and Gas Lease provided for a "'Primary Term" of 3 years effective on the date
first written above. Duplicate copies of said lease are in the possession of Lessor's and Lessee where the
same may be examined by any person having a lawful right or legitimate interest therein.
Now therefore, for the consideration set forth in said lease, Lessor does hereby grant, lease and let
unto Lessee all of the rights as specified therein, to the above described properties.
This "Memorandum of Lease" shall be binding on all parties, their heirs, successors and Assigns.
LESSOR: The City of Lubbock, Texas, a Municipal Corporation
By:
M MARTIN
Title: Mayor
CORPORATE ACKNOWLEDGMENT
STATE OF TEXAS )
)SS
COUNTY OF LUBBOCK )
The foregoing instrument was acknowledged before me this A' day of 2011, by
"Torn 11' ariin (Office) of The City of Lubbock, Texas,
Municipal Corporation, on behalf of the corporation.
Seal:
ELiSA SANCHEZ
*W, NOM pubic, Slate of Texas
My Cortnisslon Expires 11-07.2015
s
JUD
Notary Public, State of Texas
additioml or suppkmental instruments for a more complete or aecumte description of the land so cowed For th
hereunder, the number of groe purpose ofdeermining the amount ofany shut-ins royaltiesss aces shove spas ifiad shall be deemed comet, whedKT actually more or less.
2. This lease, which is a "paid -up° lease n quiring no rentals, shall be in force for a primary term of Three (1) Yeats from the date hereof and for u long thereafter u it
or gas or other substances cove id hereby are produced in paying quamides from the leased premises or lion lands pooled therewith or this lease is otherwise maintained in
effect pursuant to the provisions hereof.
3. Royalties on ell, gas and other substances produced and saved hereunder shall be paid by I essm to Lessor as foilows: (a) For oil and other liquid hydrocarbons ted
at Lessees separator facilities, the royalty shall be twenty-five percent (25%) ofsudh production, to be delivered at Loseeek �m
Credit at the oil purchasers transportation fadlidta, provided that Lessee dell have the continuingoption to Lessor at the wad et p Laser's
prevailing in the same field (or if then Is no such price then prevailing in the same field, theft in theearest field m' which there is such a p milm market production price then
similar grade and gravity; (b) for (including P� B Price) for production of
gas uddmg asirtghtead gas) and all other substances covered hereby, the royalty shell be twenty-five percent (25y.) of the proceeds
realized by Lessee from the sale thereat; less a piopo, Ortale pan of ad valorem taxes and production scvaance, or other excise taxes and the costs incurred by Lessee in
delivering, processing or otherwise marketing such gas or other au
wellhead market substances, Provided that Lessor shall have the continuing right to purchase such production at the prevailing
Price paid for productim of aimllar quality in the same field (or If these is no such price then prevailing in the same fled, then in the nearest field in which
there is such a prevailing price) pursuant to comparable purchase contracts entered into on the same or nearest preceding date as the date on which Lessee commerhces its
purchases hereunder, and (c) if at the end of the primary term or any time thereafter one or more wells on the lased premtism or lands pooled therewith am capable of
producing oil or gas or othersubstances covered hereby in paying quantities, but such well or wells are either shut in orproduction therefrom is not being sold by Lessee, such
well or wells shall nevertheless be deemed to be producing in paying quantities for the purpose of maintaining this lease If for it period of 90 consecutive days such well or
wells are shut in or production therefrom is not being sold by Lessee. then Lessee shall pay shut-in royalty of one dollar per acre then covered by this lease, such payment to
be made to Lessor or to Lessors credit in the depository designated below, on or before the aid of said 90-day period and thereafter an or before each amnivcmary of the end of
said 90-day period while the well or wells arc shut in or production the efiom is not being sold by Lessee provided dent If this lease is otherwise bring main by
operationsor ifpashduction is being sold by Lessee from another well or wells on the leased premises or lands pooled thervMth, no shut-in royalty shall be due until the end of
the 90-day period next following cessation ofsuch operations or production. Lessee's failure to psopa{y pay desert -in royalty shall render Lessee liable for the amount due, but
shall not operate to terminate this lease
4. All shut-in royalty payments under this lease shall be paid or tendered direct to Lessor at above addra. All paymerta may be made by check and such payments to Lessor
deposited in the U.S. Mails in a stamped envelope addressed to the Lessor at the last address known to L essee shall constitute proper payment.
S. If Lessee drills a well which is incapable of producing in paying quantities (hereinafter called "dry hole') on the leased premiss or lands pooled therewith, or if all
production (whether or not in paying quantities) permanently ceases from any aura, including a revision of unit boundaries pursuant to the Provisions of Paragraph 6 or the
action of any governmental authority, then in the event this lease is not otherwise being maintained in face it shall nevertheless remain in force if Lessee commences
operations for reworking an existing well or fen drilling an additional well or for otherwise obtaining or restoring production on the lased premiss or lands pooled therewith
within 90 days after completion of operations an such dry hole or within 90 days after such cessation of all production. If at the end of the primary tern, or at any time
thereafter. this lease is riot odnawise being maurtabW in force but Lessee is then engaged in drilling, reworking or any other operations reasonably calculated to obtain or
restore production thecf On1k, this lease shall rennin in force so lamas anyone or more of such operations are prosecuted with no c®lion of more than 90 consecutive days,
and if any such operation result in the production of oil or gas or other substances covered hereby, as Ion thereafter as there is
lased premiss or lands pooled therewith. After BproductionQ1 paying quantities a from the
completion of a well capable of prtducing at paying quantities hereunder. Lessen shall drill salt additional wells on the
leased premiss or lards pooled therewith as a reasonably prudent operator would drill under the same or similar circumstances to (a) develop the leased premiss as to
formations then capable of producing in paying quantities on the teased premises or lands pooled therewith, or (b) to protect the leased premiss from uncompensated drainage
by any well or wells batted on Who lands not pooled therewith There shall be no covenant to drill exploratory wells or any additional wells except as expressly provided
herein.
6. Lessee shall have the right but not the obligation to pool all or any part of the leased premiss or interest tharin with airy other lands or interests, as to any oral I dqds or
zatq, and as to awry or all subsuncs covered by this lease, either before or after the commencement of pxoductiot, whenever lessee deems it necessary or proper to do so in
order to pndently develop or operate the leased premiss, whether or not similar pooling authority exists with respect to such other lands or interests. The unit fumed by such
pooling for an oil well which is not a horizontal completion shall not exceed 80 eora phis a maximum acreage toluene of 10% and for a gas well or a horizontal oil
eonpletiat shall not nxeeed 640 acres plus a maximum acreage tolerance of 101%; provided that a larger unit may be fttrmed for an oil well or gas well or horizontal
completion to conform to any well spacing or deredhy pattern that may be prescribed or perttitted by ary g rvemmenW authority having jurisdiction to do so. For the purpose
of the foregoing, the terms "oil well" and "gas well" shall have the nicer rags proscribed by appliable law or due appropriate government authority, or if nrno defrrit on is so
prescribed, "oil well" mews a well with an initial gm -oil ratio of less than 100.000 cubic feet per barrel, and "gas well" morn a well with an initial gas-0ft ratio of 100.000
cubic feet or more per based, based an a 24-hour production tat co ducted under normal producing conditions using standard lease separator facilities or equivalent testing
equipment; and the tam "horizontal completion" mean a well in which there is a horizontal eornponant in the gross txmhpleion reservoir or interval after the verbal
component In exercising in pooling rights hereunder. Lessee shall file of rocas a written declaration describing the unit and stating the effective date of pooling. Produeiar,
drilling or reworking operations anywhere on a unit which includes all or any part of the leased premises shall be treated as if it were production, drilling or reworking
operations on the lased premises, except that the production of which Lessor's royshy is calculated shall be that proportion ofthe total unit production which the net acreage
covered by this lease and included in the unit ban to the total gross acreage in the unit, but only io the extent such proportion of unit production is sold by Lessee Pooling in
one or m orc bnsarrtts shall not exaust i essee's pooling rights hereunder, ad Lessee shall have the recurring right but not the obligation to revise any unit formed hereunder
by expansion or connacdatn or both, either berme or after commencement ofproduction, in order to conform to the well spacing or dertsiry pattern prescribed or perrnittel by
the govemmerhtal authority having jurisdiction, or to conform to any productive acreage determination made by such governmental authority. In malting such a revision,
Lessee shall file of record a written declaration describing the revised unit and sating the effective date of revision. To the extent that any portion ofthe leased prerdses is
included in or excluded from the unit by virtue of such revision, the proportion of unit production on which royalties are payable hereunder shall thereafter be acUusted
acoadingly. In the absence ofproducdon in paying quantities from a unit, or upon perrnanett cssatiom thereof Lessee may taird ate the unit by filing ofrecord a written
declaration describing the unit and stating the date of termination. Pooling hereundershall na cmfitute a aoss-catveyance of intansts.
7. If lessor owns less than the full mineral estate in all or arty part of the Icned premises, the royalties and shut4n royalties payable hereunder for any well on any part of the
leased premises or lands pooled therewith shall be reduced to the proportion that Lessor's interest vn such part of the leased premises beams to the full mineral sate in such
pan of the leased premises.
8. The Interest of either Lessor or Lessee hereunder may be assigned, devised or otherwise transferred in whole or In part, by arm and/or by depth or zone, and the rights and
obligations of the patio hennuder shall extend to thedr respective heirs, devises, executor; adi inistaton, successors and assigns. No change in Lessees ownership shall
have the effect of reducing the rights or enlarging the obligations of Lessee hereunder. and no change in ownership shall be binding on Lessee until 60 days after Lessec has
been furnished the original or certified or duly authenticated copies of the documents establishing such change of ownership to the satisfaction of Lessee or until Lessor has
satisfied the notification requirements contained in Lessee's usual form of division order. In the event of the death of any person entitled to shut-in royalties heresmder, I arse
may Pay or taller such shut-in royalties to the credit ofdamlent or decedent's sate in the depository designated above If at any time two or more persons are entitled to
shut-in royalties heretaxter. Lam may pay or tender such shut-in royalties to such persona or to their credit in the depository, tither jointly or scparately in proportion to the
inteest which each owns. If Iraee transfers its interest hereunder in whole or in pert Lessee shall be relieved of all obligations thereafter arising with respect to the
transferred interest, and failure of the transferee to satisfy such obligation with respect to the transferred interest shall not at%st the rights of Lmm with respect to any
interest not so rnoaferred. if Lessee transfers a full or undivided interest in all or any portion of the area covered by this lease, the obligation to pay or tender shut-in royalties
hereunder shall be divided between Lessee and the trttrsfe = in proportionto the sex acrmge intact in this lase then held by each.
9. Lessee may, starry time and from time to dme, deliver to Lessor or file of.cm a written release of this lease as to a full or undivided interest In all or any portion of the
awry covered by this lean or any depths or zanea theaunder, and shall thereupon be rdieved of all obligations thereafter arising with respect to the interest so released. If
Lessee welesrses all or an uwdivded intern in Ins than all of the area covered hereby, Lessees obligation to pay or taller shut-in royalties shall be proportionately reduced in
accordance with the net acreage intenst retained hereunder.
10. In o0oring for. developing, producing and marketing oil, gas and other substances covered hereby on the leased premiss or lands pooled or unitized thercvith, in
primary and/or enhanced recavery, Lessee shah have the right of ingress and egress along with the right to conduct such operations on the leased preriss as may be
reasonably necessary for such purposes, including but not limited to geophysical op emdorts, the drilling of wells, and the construction and use of roads, coals, pipelines,
tanks, water wells, disposal wells, injection wells, ON electric and telephone lines, power rations, and other facilities deemed necessary by Lesseeto discover, produce, store,
treat and/or transport production. Isaa may use in such opearioru, free of crest, any oil, gar, waterand/or odter substances produced on the leased premiss, accpt water
from Lessors wells or ponds withau i-mor's eottsent, which cannot be unreasonably withheld In aplaring, developing, produciing or marketing from the leased premises or
lands pooled therewith, the andllay rights granted herein stall apply (a) to the entire lesued premiss dsrnbed in Paragraph I above, notwithstanding any partial release or
Other partial temiontim of this lase; and (b) to any other lands in which Lessor now or hereafter has authority to gram such rights in the vicinity of the hascd premiss or
lands pooled dneewith. When rapstad by Lessor in writing. I. —shall bury its pipelines below ordinary plow depth on eiltivated lairds, No well shall be located less
�0 �fla�n feet from buildings
or ham now on dw leased premiss or other lands used by Lessee Isactsder, without Lessors consent. and Lessee shall pay for damage -used
by itr optntians to imtildings and other improvanents row on the leased practices or such otluer lads and to commercial timber and gwowing scope rhetmn. l area shall have
n r / die right at any time to remove its fixtures, equipment and materials. including well acing, from the leased premises or such atiser lands during tlhe term of this lease or within
a reasonable time iurnfta.
L/ 11. Lssms obligations under ft lease, whether expre$ - implied, shall be subject to all applicable laws, rules, regulation and orders of any govemnasal authority
having jurisdiction including restrictions on the drilling and production of wells . When drilling, reworking. L�
production or Other operations are prevented or delayed by such laws, rules, regulations or orders, le
Resolution No. 2012-RO102
Producers 88(4-89) Paid Up Special
With 640 Acres Pooling Provision TEXAS STANDARD FORM
PAID UP OIL AND GAS LEASE
THIS LEASE AGREEMENT is made as of the 6 t lday of March 2012 , between The City of Lubbock. Texas. a Munlcipal Corporation, as Lessor (whether
one or more) whose address is P.O. Box 15100 Lubbock Texas. 79350 and Four Sevens E)toloiration Co.. Ltd., as Lessee, whose address is 777 Taylor St. Fort Worth,
TX, 76102, Suite 1090, All printed portions of this lease were prepared by the party hereinabove named as Lessee, but all other provisions (including the completion of
blank spaces) were prepared jointly by Lessor and Lessee.
1. In consideration of a trash bonus in hand paid and the covenants herein contained, Lessor hereby grants, leases and lets exclusively to Lessee the following described land,
hereinafter called leased premises:
Tract 1: 3.000 acres, more or less, being a tract of land out of the Northwest One -Quarter of Section No. 73, Block A, E.L. & R.R. RR Co. Survey, Abstract No. 340,
Lubbock County, Texas. Being further described by metes and bounds in that certain General Warranty Deed dated November 3, 2005 to the City of Lubbock and recorded
as Volume 10192, page 145, Deed Records, Lubbock County, Texas.
Tract 2: 37.499 acres, more or less, being all of that certain 38.5 acre tract out of the Southeast Quarter of Section 1, Block B, Abstract # 93, T.T.R.R.CO. Survey; being
further described in Volume 448, Page 488, Deed Records, Lubbock County, Texas. Save and Except a 1.011 acre tract further described by metes and bounds as land
dedicated for Right of Way in Volume 769, Page 519, Deed Records, Lubbock County, Texas.
Tract 3: 1.011 acres, more or less, out of Section 1, Block B, Abstract # 93, T.T.R.R.CO. Survey; being further described by metes and bounds as land dedicated for Right of
Way in Volume 769, Page 519, Deed Records, Lubbock County, Texas.
Tract 4: 363.393 acres, more or less out of Section 1, Block B, Abstract # 93, T.T.R.R.CO. Survey; being all of Section 1, Block B, Save and Except a 38.5 acre tract of
land being described by metes and bounds in Volume 448, Page 488, Deed Records, Lubbock County, Texas. Further Save and Except a 48.187 acre tract being the same
land dedicated for Right of Way to the State ofTexas Highway Commission; described in Volume 384 Page 49, and Volume 779 Page 277, Deed Records, Lubbock County,
Texas. Also Save and Except 189. 92 acres of land being further described in that certain contract for deed recorded as Volume 5158 Page 331.
Tract 5: 48.197 acres, more or less out of Section 1, Block B. Abstract # 93, T.T.R.R.CO., Survey. Being the same land dedicated for Right of Way to the State ofTexas
Highway Commission; described as Survey 1 in Volume 384 Page 49, and Volume 779 Page 277.
Tract 6: 60_78 acres, more or less, out of Section 5, Block S, and being further described as tract 3 by metes and bounds in that certain Deed from J. Frank Gray, joined
herein pro forma by my wife, Imogene Gray, and Jack P. Driskell, as Independent Executor of the Estate of Lily W. Gray, deceased, to the City of Lubbock and recorded as
Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
Tract 7: 31.091 acres, more or less, out of Section 5, Block S, and being further described as tract 9 by metes and bounds in that certain Deed from J. Frank Gray, joined
herein pro forma by my wife, I=gene Gray, and Jack P. Driskell, as Independent Executor of the Estate of Lily W. Gray, deceased, to the City of Lubbock and recorded as
Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
Tract 8: 479.729 acres, more or less, being out of Section 18, Block S Abstract Number 499, Lubbock County, Texas, being further described in that certain Warranty Deed
dated September 30. 1986, from Standefer & Gray Inc. to City of Lubbock and recorded in Volume 2318, Page 89, Deed Records, Lubbock County, Texas.
Tract 9: 200 acres, more or less, out of the Northwest portion of Section 9, Block S, Abstract #202. Cert. 3 504, GC & SF Ry. Co. Survey; More particularly described by
meets and bounds and being portions ofTract 1 which contains 114.34 acres and Tract 2 whine contains 85,66 acres in Document Number 33175, filed September 30, 1986
in Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
Tract 10: 407.5 acres, more or less, out of the Easterly and Southwest comer of Section 9, Block S, Abstract #202, Cart. 3:504, GC & SF Ry. Co. Survey; More particularly
described by metes and bounds and being portions of Tract 14 and Tract 15 and all of Tract 16 in Document Number 33176, filed September 30, 1986 in Volume 2318,
Page 89, Deed Records, Lubbock County, Texas.
Tract 1 1: 93_23 acres more or less, being all of the Southwest Quarter of Section 2, Block B, Lubbock County, Texas. Save and Except a 13.97 acre tract being further
described in two separate deeds conveyed to the Fort Worth and Denver South Plains Railway Co., recorded as Volume 125, Page 390, and Volume 140, Page 281, Deed
Records, Lubbock County, Texas. Further Save and except that certain 52.8 acre tract being part of the Southwest Quarter of Section 2, Block B, and lying North of the Fort
Worth & Denver South Plains Railway Company Right of Way.
Tract 12: 52.9 acres more or less, being a tract of land out of the Southwest Quarter of Section 2, Block B, and lying North of the Fort Worth & Denver South Plains
Railway Company Right of Way. Being further described in that certain Warranty Deed dated December 12, 1986 from Elizabeth Ann Simmons, etal to the City of Lubbock
and recorded as Volume 2392, Page 91, Deed Records, Lubbock County, Texas.
Tract 13: 583.928 acres out of Section 11, Block B, Abstract # 60, I.R.R.CO. Survey; described as Tract No. 5 and Tract No. 11 by metes and bounds in a Deed from J.
Frank Gray, joined herein pro forma by my wife, Imogene Gray, and Jack P. Driskell, as Independent Executor of the Estate of Lily W. Gray, deceased, to the City of
Lubbock and recorded as Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
Tract 14: 38.525 acres out of the Northwest comer of Section 11, Block B, Abstract # 60, I.R.R.CO. Survey; being further described by meta and bounds in that certain
Warranty Deed from j Frank Grey etal to The City of Lubbock recorded as Volume 453, Page 228, Deed Records, Lubbock County, Texas.
Tract 15: 9.0300 acres out of Section 11, Block B, Abstract # 60, I.R.R.CO. Survey; being further described by metes and bounds in that certain Warranty Deed from Kent
R. Clark etal to the City of Lubbock, recorded as Volum 2414, page 103, Deed Records, Lubbock County, Texas.
Tract 16: 2454 acres, more or less, out of Section 5 12, Block S, Abstract # 1127, G. Boles Survey; being further descnbed by metes and bounds in a Deed from). Frank
Gray, joined herein pro forma by my wife, Imogene Gray, and Jack P. Driskell, as Independent Executor of the Estate of Lily W. Gray, deceased, to the City of Lubbock and
recorded as Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
Tract 17: 95_66 acres, more or less, out of the Northeast Quarter of Section 10. Block S, Abstract #445, G.C. & S.F. Survey; Being a portion ofTracl 1 as described by metes
and bounds in Document Number 33175, filed September 30, 1986 in Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
Tract 18: 67_94 acres, more or less, out of the Southeast portion of Section 10. Block S, Abstract #445, G.C. & S.F. Survey; Being a portion of Tract 2 as described by metes
and bounds in Document Number 33175, filed September 30, 1986 in Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
Tract 19: 149.1 acres, more or less, out of the Northern Portion of Section 10, Block S, Abstract #445, G.C. & S.F. Survey; Being a portion ofTmct 10 as described by metes
and bounds in Document Number 33175, filed September 30, 1986 in Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
Tract 20: 150 acres, more or less, out of the Southem Portion of Section 10, Block S, Abstract #445, G.C. & S.F. Survey; Being a portion of Tract 6 as described by metes
and bounds in Document Number 33175, filed September 30, 1986 in Volume 2318, Page 73, Deed Records. Lubbock County, Texas.
Tract 21: 52 acres, more or less, being a portion of a 192 acre tract lying in South portion of Section 10, Block S, Abstract #445, G.C. & S.F. Survey; Being a portion of
Tract 6 as described by metes and bounds in Document Number 33175, filed September 30, 1986 in Volume 2318, Page 73, Deed Records, Lubbock County, Texas.
in the countyof Lubbock, State ofTexas, containing 2,938.93_3 gross acres, more or less (including any interests therein which Lessor may hereafter acquire
by reversion, prescription or otherwise), for the purpose of exploring for, developing, producing and marketing oil and gas, along with all hydrocarbon and nonhydrocarbon
substances produced in association therewith. The term "gas" as used herein includes helium, carbon dioxide and other commercial gases, as well as hydrocarbon gases. In
addition to the above -described leased premises, this lease also covers accretions and any small strips or parcels of land now or hereafter owned by Lessor which are
contiguous or adjacent to the above-d scribed leased premises, and, in consideration of the aforementioned cash bonus, Lessor agrees to execute at Lessee's request any
additional or supplemental instruments for a more complete or accurate description of the land so covered. For the purpose ofdctermining the amount ofany shut-in royalties
hereunder, the number of gross acres above specified shall be deemed correct, whether actually more or less,
2. This lease, which is a "paid -up" lease requiring no rentals, shall be in force for a primary term of Three (3) years from the date hereof and for as long thereafter as oil
or gas or other substances covered hereby are produced in paying quantities from the leased premises or from lands pooled therewith or this lease is otherwise maintained in
effect pursuant to the provisions hereof.
3. Royalties on oil, gas and other substances produced and saved hereunder shall be paid by Lessee to Lessor as follows: (a) For oil and other liquid hydrocarbons separated
at Lessee's separator facilities, the royalty shall be twenty-fivc percent (25%) of such production, to be delivered at Lessee's option to Lessor at the wellhead or to Lessor's
credit at the oil purchaser's transportation facilities, provided that Lessee shall have the continuing right to purchase such production at the wellhead market price then
prevailing in the same field (or if there is no such price then prevailing in the same field, then in the nearest field in which there is such a prevailing price) for production of
similar grade and gravity; (b) for gas (including casinghead gas) and all other substances covered hereby, the royalty shall be twenty-fivc percent (25%) of the proceeds
realized by Lessee from the sale thereof, less a proportionate part of ad valorem taxes and production severance, or other excise taxes and the costs incurred by Lessee in
delivering, processing or otherwise marketing such gas or other substances, provided that Lessee shall have the continuing right to purchase such production at the prevailing
wellhead market price paid for production of similar quality in the same field (or if there is no such price then prevailing in the same field, then in the nearest field in which
there is such a prevailing price) pursuant to comparable purchase contracts entered into on the same or nearest preceding date as the date on which Lessce commences its
purchases hereunder, and (c) if at the end of the primary tern or any time thereafter one or more wells on the leased premises or lands pooled therewith are capable of
producing oil or gas or other substances covered hereby in paying quantities, but such well or wells are either shut in or production therefrom is not being sold by Lessee, such
well or wells shall nevertheless be deemed to be producing in paying quantities for the purpose of maintaining this lease. If for a period of90 consecutive days such well or
wells are shut in or production therefrom is not being sold by Lessee, then Lessee shall pay shut-in royalty of one dollar per acre then covered by this lease, such payment to
be made to Lessor or to Lessor's credit in the depository designated below, on or before the end ofsaid 90-day period and thereafter on or before each anniversary of the end of
said 90-day period while the well or wells are shut in or production therefrom is not being sold by Lessee; provided that if this lease is otherwise being maintained by
operations, or if production is being sold by Lessee from another well or wells on the leased premises or lands pooled therewith, no shut-in royalty shall be due until the end of
the 90-day period next following cessation of such operations or production. Lessees failure to properly pay shut-in royalty shall render Lessee liable for the amount due, but
shall not operate to terminate this lease.
4. All shut-in royalty payments under this lease shall be paid or tendered direct to Lessor at above address. All payments may be made by check and such payments to Lessor
deposited in the U.S. Mails in a stamped envelope addressed to the Lessor at the last address known to Lessee shall constitute proper payment.
5. If Lessee drills a well which is incapable of producing in paying quantities (hereinafter called "dry hole") on the leased premises or lands pooled therewith, or if all
production (whether or not in paying quantities) permanently ceases from any cause, including a revision of unit boundaries pursuant to the provisions of Paragraph 6 or the
action of any governmental authority, then in the event this lease is not otherwise being maintained in force it shall nevertheless remain in force if Lessee commences
operations for reworking an existing well or for drilling an additional well or for otherwise obtaining or restoring production on the leased premises or lands pooled therewith
within 90 days after completion of operations on such dry hole or within 90 days after such cessation of all production. If at the end of the primary term, or at any time
thereafter, this lease is not otherwise being maintained in force but Lessee is then engaged in drilling, reworking or any other operations reasonably calculated to obtain or
restore production therefrom, this lease shall remain in force so long as any one or more of such operations are prosecuted with no cessation of more than 90 consecutive days,
and if any such operations result in the production of oil or gas or other substances covered hereby, as long thereafter as there is production in paying quantities from the
leased premises or lands pooled therewith. After completion of a well capable of producing in paying quantities hereundr, Lessee shall drill such additional wells on the
leased premises or lands pooled therewith as a reasonably prudent operator would drill under the same or similar circumstances to (a) develop the leased premises as to
formations then capable of producing in paying quantities on the leased premises or lands pooled therewith, or (b) to protect the leased premises from uncompensated drainage
by any well or wells located on other lands not pooled therewith. There shall be no covenant to drill exploratory wells or any additional wells except as expressly provided
herein.
6. Lessee shall have die right but not the obligation to pool all or any par of the leased premises or interest therein with any other lands or interests, as to any or all depths or
zones, and as to any or all substances covered by this lease, either before or after the commencement of production, whenever Lessee deems it necessary or proper to do so in
order to prudently develop or operate the leased premises, whether or not similar pooling authority exists with respect to such other lands or interests. The unit formed by such
pooling for an oil well which is not a horizontal completion shall not exceed 80 acres plus a maximum acreage tolerance of 10%, and for a gas well or a horizontal oil
completion shall not exceed 640 acres plus a maximum acreage tolerance of 10%; provided that a larger unit may be formed for an oil well or gas well or horizontal
completion to conform to any well spacing or density pattern that may be prescribed or permitted by any governmental authority having jurisdiction to do so. For the purpose
of the foregoing, the terms "oil well" and "gas well" shall have the meanings prescribed by applicable law or the appropriate government authority, or, if no definition is so
prescribed, "oil well" means a well with an initial gas -oil ratio of less than 100,000 cubic feet per barrel, and "gas well" means a well with an initial gas -oil ratio of 100,000
cubic feet or more per barrel, based on a 24-hour production test conducted under normal producing conditions using standard lease separator facilities or equivalent testing
equipment; and the term "horizontal completion" means a well in which there is a horizontal component in the gross completion reservoir or interval after the vertical
component. In exercising its pooling rights hereunder, Lessee shall file of record a written declaration describing the unit and stating the effective date of pooling. Production,
drilling or reworking operations anywhere on a unit which includes all or any part of the leased premises shall be treated as if it were production, drilling or reworking
operations on the leased premises, except that the production of which Lessor's royalty is calculated shall be that proportion of the total unit production which the net acreage
covered by this lease and included in the unit bears to the total gross acreage in the unit, but only to the extent such proportion of unit production is sold by Lessee. Pooling in
one or more instances shall not exaust Lessee's pooling rights hereunder, and Lessee shall have the recurring right but not the obligation to revise any unit formed hereunder
by expansion or contraction or both, either before or after commencement of production, in order to conform to the well spacing or density pattern prescribed orpermitted by
the governmental authority having jurisdiction, or to conform to any productive acreage determination made by such governmental authority. In making such a revision,
Lessee shall file of record a written declaration describing the revised unit and stating the effective date of revision. To the extent that any portion of the leased premises is
included in or excluded from the unit by virtue of such revision, the proportion of unit production on which royalties are payable hereunder shall thereafter be adjusted
accordingly. In the absence of production in paying quantities from a unit, or upon permanent cessation thereof, Lessee may terminate the unit by filing of record a written
declaration describing the unit and stating the date of termination. Pooling hereunder shall not constitute a cross -conveyance of interests.
7. If Lessor owns less than the full mineral estate in all or any part of the leased premises, the royalties and shut-in royalties payable hereunder for any well on any part of the
leased premises or lands pooled therewith shall be reduced to the proportion that Lessor's interest in such part of the leased premises bears to the full mineral estate in such
part of the leased premises.
8. The interest of either Lessor or Lessee hereunder may be assigned, devised or otherwise transferred in whole or in part, by area and/or by depth or zone, and the tights and
obligations of the parties hereunder shall extend to their respective heirs, devisees, executors, administrators, successors and assigns. No change in Lessor's ownership shall
have the effect of reducing the tights or enlarging the obligations of Lessee hereunder, and no change in ownership shall be binding on Lessee until 60 days after Lessee has
been furnished the original or certified or duly authenticated copies of the documents establishing such change of ownership to the satisfaction of Lessee or until Lessor has
satisfied the notification requirements contained in Lessee's usual form of division order. In the event of the death of any person entitled to shut-in royalties hereunder, Lessee
may pay or tender such shut-in royalties to the credit of decedent or decedent's estate in the depository designated above. If at any time two or more persons are entitled to
shut-in royalties hereunder, Lessee may pay or tender such shut-in royalties to such persons or to their credit in the depository, either jointly or separately in proportion to the
interest which each owns. If Lessee transfers its interest hereunder in whole or in part Lessee shall be relieved of all obligations thereafter arising with respect to the
transferred interest, and failure of the transferee to satisfy such obligations with respect to the transferred interest shall not affect the tights of Lessee with respect to any
interest not so transferred. If Lessee transfers a full or undivided interest in all or any portion of the area covered by this lease, the obligation to pay or tender shut-in royalties
hereunder shall be divided between Lessee and the transferee in proportion to the net acreage interest in this lease then held by each.
9. Lessee may, at anytime and from time to time, deliver to Lessor or file of record a written release of this lease as to a full or undivided interest in all or any portion of the
area covered by this lease or any depths or zones thereunder, and shall thereupon be relieved of all obligations thereafter arising with respect to the interest so released. If
Lessee releases all or an undivided interest in less than all of the area covered hereby, Lessee's obligation to pay or tender shut-in royalties shall be proportionately reduced in
accordance with the net acreage interest retained hereunder.
10. In exploring for, developing, producing and marketing oil, gas and other substances covered hereby on the leased premises or lands pooled or unitized therewith, in
primary and/or enhanced recovery, Lessee shall have the right of ingress and egress along with the right to conduct such operations on the leased premises as may be
reasonably necessary for such purposes, including but not limited to geophysical operations, the drilling of wells, and the construction and use of roads, canals, pipelines,
tanks, water wells, disposal wells, injection wells, pits, electric and telephone lines, power stations, and other facilities deemed necessary by Lessee to discover, produce, store,
treat and/or transport production. Lessee may use in such operations, free of cost, any oil, gas, water and/or other substances produced on the leased premises, except water
from Lessors wells or ponds without Lessor's consent, which cannot be unreasonably withheld. In exploring, developing, producing or marketing from the leased premises or
lands pooled therewith, the ancillary rights granted herein shall apply (a) to the entire leased premises described in Paragraph I above, notwithstanding any partial release or
other partial termination of this lease; and (b) to any other lands in which Lessor now or hereafter has authority to grant such rights in the vicinity of the leased premises or
lands pooled therewith. When requested by Lessor in writing, Lessee shall bury its pipelines below ordinary plow depth on cultivated lands. No well shall be located less
than 200 feet from any house or bam now on the leased premises or other lands used by Lessee hereunder, without Lessors consent, and Lessee shall pay for damage caused
by its operations to buildings and other improvements now on the leased premises or such other lands, and to commercial timber and growing crops thereon. Lessee shall have
the right at any time to remove its fixtures, equipment and materials, including well casing, from the leased premises or such other lands during the term of this lease or within
a reasonable time thereafter.
11. Lessee's obligations under this lease, whether express or implied, shall be subject to all applicable laws, rules, regulations and orders of any governmental authority
having jurisdiction including restrictions on the drilling and production of wells, . When drilling, reworking, �!
production or other operations are prevented or delayed by such laws, rules, regulations or orders, L�
G00�1_
,or by fire, flood, adverse weather conditions, war, sabotage, rebellion, insurrection, riot, strike or labor disputes p-ee-
o ac
Oent#, this lease shall not terminate because of such prevention or delay, and at Lessees option, the period of such prevention or delay shall be added to the term hereof.
Lessee shall not be liable for breach ofany express or implied covenants of this lease when drilling, production or other operations are so prevented, delayed or interrupted
12. No litigation shall be initiated by Lessor with respect to any breach or default by Lessee hereunder, for a period of at least 90 days after Lessor has given Lessee written
notice fully describing the breach or default, and then only if Lessee fails to remedy the breach or default, within such period. In the event the matter is litigated and there is a
final judicial determination that a breach or default has occurred, this lease shall not be forfeited or cancelled in whole or in part unless Lessee is given a reasonable time afier
said judicial determination to remedy the breach or default and Lessee fails to do so.
13. Lessor hereby warrants and agrees to defend tide conveyed to Lessee hereunder, and agrees that Lessee at Lessees option may pay and discharge any taxes, mortgages or
liens existing, levied or assessed on or against the leased premises. If Lessee exercises such option, Lessee shall be subrogated to the rights of the party to whom payment is
made and, in addition to its other rights, may reimburse itself out of any royalties or shut-in royalties otherwise payable to Lessor hereunder. In the event Lessee is made
aware of any claim inconsistent with Lessor's title, Lessee may suspend the payment of royalties and shut-in royalties hereunder, without interest, until Lessee has been
furnished satisfactory evidence that such claim has been resolved
SEE ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF FOR ADDITIONAL TERMS AND PROVISIONS
IN WITNESS WHEREOF, this lease is executed to be effective as of the date first written above, but upon execution shall be binding on the signatory and the signatory's
heirs, devisees, executors, aduninistratos, successors and assigns, whether or not this lease has been executed by all parties hereinabove named as Lessor.
STATE OF TEXAS
Lessor. The City o777f Lubbock Texas a Municipal Comoration
By:��
TOM MARTIN
Mavor
CORPORATE ACKNOWLEDGMENT
)SS
COUNTY OF LUBBOCK )
The foregoing instrument was acknowledged before me this � day of KV��, 2012, by
Tpm maxi n , MQstAor- (Office) of The City of Lubbock, Texas, a Municipal
Corporation, on behalf of the corporation.
ELISA SANCHEZ
Notary Public, State of Texas
My Commission Expires 11-07-2015
Notary Public, State of Texas
f
Resolution No. 2012—RO102
Resolution No. 2012—R0008
January 12, 2012
Item No. 5.9
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF T1IE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to
execute for and on behalf of the City of Lubbock, a Cash Farm Lease Agreement, by and
between the City of Lubbock and Casey Donald, and related documents. Said Agreement
is attached hereto and incorporated in this resolution as if fully set forth herein and shall
be included in the minutes of the City Council.
Passed by the City Council on
ATTEST:
Reb ca Garza, City Secret
APPROVED AS TO CONTENT:
January 12, 2012
�121Z'el 2-- &'9
--i 44a-- - -1" - 1261
Marsha Reed, P.E., Chief Operation bfficer
C****�
�
Dave Booher, Right -of -Way Agent
APPROVED AS TO FORM:
ZX - �1�
Chad Weaver, Assistant City Attorney
vw:ecdocslRES.Agreement-Casey Donald
November 3, 2011
TOM MARTIN, MAYOR
JA N 17 2012
EXHIBIT
Resolution No. 2012-RO102
Resolution No. 2012-R0008
Contract # 10586
CASH FARM LEASE AGREEMENT
THE STATE OF TEXAS
COUNTY OF LUBBOCK
This Cash Farm Lease Agreement ("Lease") is entered into this 12th day of
January , 2012, by and between the CITY OF LUBBOCK, a IIome Rule Municipal
Corporation, in Lubbock County, Texas, hereinafter called "Lessor", and Casey Donald,
hereinafter called "Lessee."
1. Term/Property. The term of this Lease shall commence on the date of execution
hereof. and Lease shall expire on December 31, 2012, unless terminated earlier as provided in
this Lease. The following lands and premises located in Lynn County, Texas are made subject to
this Lease:
Approximately 80 acre tract out of League 4, Labors 3, 4, 5, 6, Wilson County
School Land, Lynn County, Texas, and more specifically described in Exhibit
"A" attached hereto.
2. Rent. Upon final execution of this Lease, Lessee will pay rent to Lessor an amount
equal to TWENTY-ONE NO/100 DOLLARS ($21.00) per acre (dryland), in a form acceptable
to Lessor. The parties agree that the amount due at the inception of this Lease shall be
SIXTEEN HUNDRED EIGHTY AND NO/100 DOLLARS (S1,680.00). All monies due,
including rent, shall be payable to:
Attn: Dave Booher, Property Manager
City of Lubbock
P.O. Box 2000
Lubbock, TX 79457
3. Covenants by Lessee. Lessee agrees and covenants as follows:
(a) To prepare, plant, and cultivate all tillable land in a farmer -like manner in due
time and season; to keep down all noxious weeds and grasses and prevent
their seeding and spreading with the same precaution that any prudent farmer
would exercise in the care of his own field.
(b) As the crops are gathered from any of the Leased land during the term of this
Lease, Lessee will surrender possession of such portions thereof, so that
Lessor or any future tenant may enter upon the land and prepare it for
cultivation for the following year.
(c) No crops which would not ordinarily be harvested before the termination of
this Lease shall be planted without the consent of the Lessor in writing signed
by the City Manager of Lubbock, Texas, or her designee, and any crops
growing on said property in violation of this provision shall revert to Lessor as
its property, together with any plowing or other work done by Lessee without
the written consent of Lessor.
(d) Lessee agrees and covenants to keep all fences, 'windmills, buildings, wells,
and other improvements if applicable in as good condition as they were at the
time he received possession of the property, usual wear and tear, injury or
damage by fire not the result of the negligence of Lessee or his agents, and
acts of God excepted. If the buildings, as applicable, are destroyed or so
damaged that they cannot be repaired except by substantially rebuilding them.
Lessee shall be under no obligation to rebuild or repair the buildings. No
alterations in buildings or improvements if applicable shall be made without
the written consent of Lessor, it being agreed that any improvements placed
upon the properly shall become the property of the Lessor and shall not be
removed by Lessee.
(e) At the end of the Lease term, or as otherwise provided herein, Lessee agrees
to give peaceable possession of the Leased premises to Lessor.
(f) It is agreed and understood that should Lessor enter upon said premises and
make any improvements, the Lessee shall be entitled to such reasonable
amount of compensation for damages suffered directly by him that resulted
from such action by the Lessor.
(g) Lessee will not allow the dumping of trash, debris, junk, oil, gas, chemicals or
any foreign substance on the property.
(h) Lessee shall comply with all federal, state and local laws and regulations,
including but not limited to, all Texas Commission on Environmental Quality
(TCEQ) regulations concerning irrigation, fertilizer and chemical use.
4. Covenants by Lessor and Lessee. Lessor and Lessee agree and covenant as follows:
(a) In case of sale of said premises during the occupancy of Lessee hereunder and
if the purchaser desires possession, Lessee agrees to surrender the same at
once. In such a case, payment for crop damages shall be made to Lessee by
Lessor after the crop harvest, for the crop acreage damaged or rendered
unusable. Crop damages will be determined on a pro-rata basis by the Lessor,
based on the amount of crops harvested on the undamaged balance of the tract
and the average Price per pound, or bushel, as the case may be, received by
Lessee from a bona fide purchaser, no later than December 31, 2012, for such
balance of the crops harvested.
2
(b) If the land covered by the contract be occupied by anyone other than Lessee at
the time that he is taking possession, and the occupant refuses to deliver
possession, then Lessor will use diligence to obtain possession as soon as it
can be done, but if Lessor is delayed or defeated in gaining possession, Lessor
shall not be liable to Lessee for any damages occasioned by Lessor's delay or
failure to gain possession.
(c) This Lease is made subject to all existing easements and all rights under
mineral deeds and Leases heretofore granted or assigned and recorded in the
records of Lynn County and subject to the right of Lessor to develop and
explore for oil, gas or other minerals on said Land.
(d) At any time after thirty (30) days written notice to Lessee, Lessor may enter
upon the property, or any part thereof and may repossess the same and expel
the said Lessee, and those claiming under him and remove his effects, without
being taken or deemed guilty of any manner of trespass; provided that Lessee
shall be entitled to a reasonable amount of compensation of expenses incurred
by him for the production of crops prior to the date of delivery of said written
notice by Lessor.
5. Default. In the event Lessee or Lessee's agents violate any covenant in this
Lease or any applicable federal, state, or local laws; or if Lessee abandons the
property, in the sole determination of Lessor, then Lessor's representative may
give Lessee a written notice of default; Lessee shall then be entitled to twenty (20)
days in which to cure the default, In the event Lessee fails to cure the default then
Lcssor shall have the option to immediately terminate this Lease and Lessee shall
have no further right to the property, or proceeds or crops therefrom. In the event
Lessor shall waive any default in any covenant contained in this Lease, such
waiver shall not be deemed to be a waiver of any other default.
6. Notice. All notices to be given under this agreement shall be given by certified
mail or registered mail, addressed to the proper party, at the following addresses:
Lessor Lessee
City of Lubbock Casey Donald
Attn: Property Manager P O Box 297
Box 2000 Wilson, Texas 79381
Lubbock, Texas 79457
7. Time of the Essence. The parties hereto agree that TIME IS OF THE ESSENCE
with respect to the performance of all terms, conditions, obligations, and
covenants of this Lease agreement,
3
i 0
ZU
j�T��-
4J 7t_� � 1 f- + i+!'>� �f J�'3. P` �=. r h .aJ •�'�Fw Yb a� ,F,,,`l' �,, _ ,•v ..- _ }
r #
{'✓! 4' # }� ' _ J 777 . I - �T ��}. �? .yDl�i J •• r'� ! • - n'r`!ia%j
fti I � I � � 1 '- • �' III '� - .� �� 3 i�� , i :� -" �:�
g'
J_j
1 ,3 _ ti
iq
At
lee
Mz
12
� •r � _�C� �'.- �r1 t h i.. .61`. ., 4f': ,� I 'Yi 4 r� r*� _
4 +r+4
1 _ a• i
y
�L•,_ 1r -fit 14 .IJ� � j �Jlfi- rr ':� /
c '�Y
r
ATTEST:
Rebecc Garza, City Secretary
APPROVED AS TO CONTENT:
MI�jv!0,W/
W1t/ J /-
Lessor:
THE CITY OF LUBBOCK, TEXAS,
A MUNICIPAL CORPORATION
Tom kartin, Mayor
Lessee:
FOUR SEVENS EXPLORATION CO., LTD.
-do&
By: Brae7unningharn
Title: Partner
Page 12
STATE OF TEXAS §
COUNTY OF LUBBOCK §
This instrument was acknowledged before me on the � day of march
2012, by Tom Martin, Mayor, The City of Lubbock, Texas, a Municipal Corporation.
0ELISA SANCHEZ
Notary Pubbc, State o1 Texas
My Commisslon Expires 11- 2015
STATE OF TEXAS §
COUNTY OF
1p-� S �- - r, "A
Notary Public, State of Texas
This instrument was acknowledged before me on the 14 day of Fet
2012, by Brad Cunningham, Partner, Four Sevens Exploration Co., Ltd.
��� , acobs
��� yy_�'�Jennle �1��.,�a/qy�.�
PAyCommis�ontxpls� No Public, State /Texas
"��_� `'y Aught 2, 2015 /
Page 13
Resolution No. 2012—RO102
FIRST AMENDMENT, REVIVOR AND RATIFICATION
OF
LEASE
This First Amendment and Ratification of Lease is entered into this 12th day of
August _, 2008, by and between the City of Lubbock, Texas, a Texas home rule
municipal corporation ("Landlord"), and Challenge Park of Texas, Inc., a
Texas corporation ("Tenant").
WITNESSETH
WHEREAS, pursuant to that certain Lease (herein so called), dated July 17, 1998,
attached hereto as Exhibit "B", Landlord leased the premises described therein (the
"Leased Premises") to Tenant under the terms and conditions prescribed therein;
WHEREAS, the term of the Lease, including the period of time added by the exercise of
the option to extend the period prescribed therein, is set to expire July 17, 2008;
WHEREAS, the Landlord and Tenant desire to amend the Lease to provide for an
additional period of occupancy of the Leased Premises.
NOW, THEREFORE, for and in consideration of the sum of Ten and no/100 Dollars
($10.00), and the promises, covenants and provisions set forth herein, the receipt and
sufficiency of such consideration being acknowledged herein by Landlord and Tenant,
Landlord hereby leases and lets the Leased Premises to Tenant upon the terms and
provisions of the Lease, as amended hereby, and Landlord and Tenant hereby ratify,
adopt and confirm the Lease in all of its terms and provisions, as amended hereby, and do
hereby amend the Lease as follows:
1. Section 2.01 of the Lease is hereby deleted in its entirety, and replaced with
the following:
Section 2.01 Term. The term of this Lease is fifteen (15) years (the
"Primary Term") beginning on July 17, 1998, unless terminating sooner as
provided in this Lease.
This Lease may be extended upon the mutual agreement of both Landlord
and Tenant for one additional five (5) year period (the "Option Period").
The Landlord and/or Tenant may elect to not extend the term of this Lease
in their sole discretion. The authority to exercise the option to extend on
the part of Landlord is hereby delegated to the City Manager of Landlord,
or her designee.
2. Section 12.01 of the Lease is hereby deleted in its entirety, and replaced with
the following:
EXHIBIT
indemnity. TENANT SHALL INDEMNIFY AND HOLD HARMLESS,
TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD,
AND LANDLORD'S RESPECTIVE OFFICERS, EMPLOYEES,
ELECTED OFFICIALS AND AGENTS, FROM AND AGAINST ANY
AND ALL LOSSES, DAMAGES, LIABILITIES OR CLAIMS WHICH
ARISE DIRECTLY OR INDIRECTLY, OR ARE RELATED, IN ANY
WAY, MANNER OR FORM, TO THE ACTIVITIES
CONTEMPLATED HEREUNDER, THE OCCUPATION OF OR
PRESENCE UPON THE LEASED PREMISES BY TENANT,
TENANT'S INVITEES, LICENSEES, GUESTS, ANY PARTY ACTING
UPON OR WITH THE AUTHORITY OF TENANT HEREUNDER
AND/OR ANY OTHER PARTY, INCLUDING WITHOUT
LIMITATION, ANY AND ALL LOSSES, DAMAGES, LIABILITIES
OR CLAIMS CAUSED, IN WHOLE OR IN PART, BY THE
NEGLIGENCE, OF ANY KIND, TYPE OR DEGREE, OF LANDLORD,
AND/OR LANDLORD'S RESPECTIVE OFFICERS, EMPLOYEES,
ELECTED OFFICIALS AND/OR AGENTS. TENANT FURTHER
COVENANTS AND AGREES TO DEFEND, WITH LEGAL COUNSEL
ACCEPTABLE TO LANDLORD, ANY SUITS OR ADMINISTRATIVE
PROCEEDINGS BROUGHT AGAINST THE LANDLORD, AND/OR
THE LANDLORD'S RESPECTIVE OFFICERS, EMPLOYEES,
ELECTED OFFICIALS AND/OR AGENTS ON ACCOUNT OF ANY
SUCH LOSS, DAMAGE, LIABILITY OR CLAIM, AND TO PAY OR
DISCHARGE THE FULL AMOUNT OR OBLIGATION OF ANY
SUCH LOSS, DAMAGE, LIABILITY OR CLAIM INCURRED BY,
ACCRUING TO, OR IMPOSED ON THE LANDLORD, AND/OR THE
LANDLORD'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED
OFFICIALS AND/OR AGENTS, AS APPLICABLE, RESULTING
FROM ANY SUCH SUITS, CLAIMS AND/OR ADMINISTRATIVE
PROCEEDINGS OR ANY MATTERS RESULTING FROM THE
SETTLEMENT OR RESOLUTION OF SAID SUITS, CLAIMS,
AND/OR ADMINISTRATIVE PROCEEDINGS. IN ADDITION, THE
TENANT SHALL PAY TO THE LANDLORD, AND/OR THE
LANDLORD'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED
OFFICIALS AND/OR AGENTS, AS APPLICABLE, ALL
ATTORNEYS' FEES INCURRED BY SUCH PARTIES.
3. Exhibit "A" of the Lease is hereby deleted in its entirety and replaced, for all
intents and purposes, by Exhibit "A", attached hereto and made a part hereof and
of the Lease.
4. Except as expressly amended herein, the Lease shall remain valid and
subsisting as originally provided.
Effective as of the date first set forth above.
CHALLENGE PARK OF TEXAS, INC.
By: (6.J(tC"'4
Name:
Title:
CITY OF LUBBOCK
(,�- A 0 /r�-'
TOM MARTIN, MAYOR
ATTEST:
Reb ca Garza, City Secretary
APPROVED AS TO CONTENT:
Thomas Ad s, Deputy City Manager/Dir ' or of Water Utilities
J
APPROVED AS TO FORM:
Richard Casner, First Assistant 1ty Attorney
Richard/Challenge Park -First Amendment 071408
EXHIBIT "A"
to the
First Amendment and Ratification of Lease
METES AND BOUNDS DESCRIPTION ON 29.802 ACRE TRACT OUT OF SECTION ONE (1),
BLOCK B, T.T. RR. COMPANY SURVEY, LUBBOCK COUNTY, TEXAS AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS;
BEGINNING AT A 518" IRON ROD FOUND IN TIIE NORTH LINE OF F.M. 835, FOR THE
BEGINNING POINT OF THIS TRACT, WHENCE THE SOUTHEAST CORNER OF SAID SECTION
1, BLOCK B, IS CALLED TO BEAR S89°59'45"E, A DISTANCE OF 162.00 FEET AND S00°00' 15"W
A DISTANCE OF 102.67 FEET;
THENCE S00000'15"W, ALONG THE NORTH LINE OF SAID F.M. 835, A DISTANCE OF 20.00
FEET TO AN "X" SET IN CONCRETE FOR THE SOUTHEAST CORNER OF THIS TRACT;
THENCE N89041'04"W (CALL N89°40'25"W ), ALONG THE NORTH LINE OF SAID F.M. 835, A
DISTANCE OF 741.63 FEET ( CALL 741.5') TO A 5/8" IRON ROD FOUND FOR A CORNER OF
THIS TRACT;
THENCE N00018'00"E, ALONG THE SAID NORTHERLY RIGHT-OF-WAY LINE OF F.M. 835, A
DISTANCE OF 10.00 FEET TO A 5/8" IRON ROD FOUND IN THE EAST LINE OF LOOP 289, FOR
THE START OF A CURVE TO THE RIGHT AND FOR A CORNER OF THIS TRACT;
THENCE NORTHWESTERLY AROUND THE ARC OF SAID CURVF, TO THE RIGHT AND THE
EAST LINE OF SAID LOOP 289, AN ARC DISTANCE OF 306.91 FEET TO A 5/8" IRON ROD
FOUND FOR THE END OF SAID CURVE TO THE RIGHT AND FOR A CORNER OF THIS TRACT,
SAID CURVE HAVING A RADIUS OF 215.00', A CENTRAL ANGLE OF 81°47'23" AND A CHORD
THAT BEARS N48022'35"W, A DISTANCE OF 281.51';
THENCE N07°27'25"W (CALL N07°28'45"W), ALONG THE EAST LINE OF SAID LOOP 289, A
DISTANCE OF 437.90 FEET TO A CONCRETE, HIGI-11VAY RIGHT-OF-WAY MONUMENT FOUND
FOR A CORNER OF THIS TRACT;
THENCE N00021' 15"E, ALONG THE FAST LINE OF SAID LOOP 289, A DISTANCE OF 506.10
FEET TO A 5/8" IRON ROD FOUND FOR A CORNER OF THIS TRACT;
THENCE N07036'45"E, ALONG THE EAST LINE OF SAID LOOP 289, AT A DISTANCE OF 289.10
FEET PASS A 5/8" IRON ROD FOUND FOR THE NORTHWEST CORNER OF TRACT FOUR (4), AS
DESCRIBED IN VOLUME 2318, PAGE 73, DEED RECORDS OF LUBBOCK COUNTY, TEXAS,
CONTINUING FOR A TOTAL DISTANCE OF 771.21 FEET TO A 1 /2" IRON ROD AND CAP SET
FOR THE NORTH CORNER OF THIS TRACT;
THENCE S50041'40"E, A DISTANCE OF 454.40 FEET TO A 1/2" IRON ROD AND CAP SET FOR A
CORNER OF THIS TRACT;
THENCE S30047'47"E, A DISTANCE OF 200.59 FEET TO A 1/2" IRON ROD AND CAP SET FOR A
CORNER OF THIS TRACT;
THENCE S00005'57"E, A DISTANCE OF 201.89 FEET TO A 1/2" IRON ROD AND CAP SET FOR A
CORNER OF THIS TRACT;
THENCE S40037'34"E, A DISTANCE OF 305.78 FEET TO A 1/2" IRON ROD AND CAP SET FOR A
CORNER OF THIS TRACT;
THENCE S 17°29' 15"E, A DISTANCE OF 206.33 FEET TO A 1/2" IRON ROD AND CAP SET FOR A
CORNER OF THIS TRACT;
THENCE S26°31'35"E, A DISTANCE OF 181.41 FEET TO A 1/2" IRON ROD AND CAP SET FOR A
CORNER OF THIS TRACT;
THENCE S09021'47"E, A DISTANCE OF 667.64 FEET TO THE PLACE OF BEGINNING.
CONTAINING 29.802 ACRES
BEARINGS BASED ON THE EAST LINE OF SECTION 1, VOLUME 2318, PAGE 73, DEED
RECORDS, LUBBOCK COUNTY, TEXAS
A PLAT OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS DESCRIPTION.
CHARLES LYNN SAWYER
RPLS 5809
# 2091 MAY 21, 2008
EXHIBIT "B"
to the
First Amendment and Ratification of Lease
LEASE
LEAST'
". i
ThncLease is rntcred into o ',his- % % 3a�' of l tit ,1 tf , 1999, bCtwecr, it
CITY OF Lt,'DOOCK -3Texas home rule municipal corporaticii ("Landlord"). and
CHALLENGE PARK OF TEXAS. INC- a corporation. ("Tenant").
ARMI.E 1 DEMIST: OF LEASIiD PkE�\4tSES
Scctiori I.{?l. Erased ('r gmis in consideraiion of the mutlial covenants and
acreements of this lease, and other good and vatuable caasideration. Landlord demises
aad leases to Trnaat, and Tenant leases from Lu,.dlo,-d the premises sitaatcd in Lubbo&
.;abWa County. Texas. legally dcscnbed on Exhibit �, atracbed to this lease, and made a
pwi o; this le3<c fot all purposes tcolicctively rc(rtrcd •o as "tht premises° of 'the leased
pic•rr;ises" ip this lease),
Tenant is to have and to hold the premises. tog:ther wtth oll, rights, pr vilcgrs,
r.as�:rnenis, 3ppurwriwices, and itnniwnttics beforiging tc, or in any way appertaining to
;hcrri, including but ou! lindicd to 3:ty c:SCLT=MS. right:, title, and privileges of L-andlord.
ex:3ting now or r_t any time during the least teal in. tc. cr under adiaoent streets.
sid;,.balks, 311et•s. Dart, -alis. an3 property Gentig uous to the premises and revers•ons
(hal may 11!er ac�fue to Laandlord as o%�merof the prr,rtises by reason of the ceasing of
aj-.% sheet, sidewalk, :.r allc)
ARTICLE 2 LEASE Tt P.,M
Scctlon ".01. 1. The term of this lease is 5%s (S) ytar3 (the "Nirrta:� i rnr `I
hevirr m, on the daw u�cxccution oftIms Lease b-, tht Landlord lidless ie mtniLi" S,
-ooner as Frovidzd in this lease
Tlus Lca:e may the extended upon tic mu -ma: a, r: ement of both Landiilyd and
�eratls fnrt�^c� 4cldilion3l five (5) year period (the -Opt-on Period'). Tnt Landlord
,.lay elect ito na- extrnd Lbe Len. i of ih1S ..ease in their sole disrreikm.
Sect ton' 02. Tetrn,natiop,. This Lrasc ►gill terry inatc «ithoui further n<,'tizc wl;cn
term 5pecIf: zd rn § 2 01 expaes; rvai atrry holding o%:r by Te.iant after that terin
:%t ^•rs. Will not t Ot+St:t;:tz a ret;e6vrtt of the lease or gi; :Terrell: any ri►tilts ri;tder the
ScCt.an ' 03. tics over. if Tcrwa hoids o% ct ai d conunu:s in possess;ore of the
rig`:%titiCS 3�itr t_`ie least te-n for anv CKtfnsronj e\.pir:s Tenant snail be conrdered tu} h<
a�.up�.ir g tl r. pr_riises �n an,it �.I1 tczar.c nub;cct r4 rill tfie terms oi'this LCasv
ARTICLE 3. RI'zzIT
Secticin 3 01. Bent 'Tenant will pay Landlord Two Thousand Five Hundred and
\toll 00 Dollars ($2,500) per year during the tern of efts Lease. as same ntav be
cmended.
Section 3.0-1. Time of Pavtnenr. Tenant shall p;,y all rent due under this article on
an annual basis, beginning on the date of execution of.*his Lease by the Landlord, and
thereafter on each annual anniversary date thereof during the term of the lease In the
event this lease is extended by the agreement of Landlord and Tenant, Tenant shall pay
all rent due for the Option Period on an annual basis, <~:;ginning on the tenth {I0`' )
annr versary date hereof, and on each annual anniversary date there. Payments must be to
lawful money of the United States.
Section 3.0:. Interest. Rent installments unpai,:t for thirty (30) days shall bear
interest at the rate of twelve percent (12%) annually. beginning on the day after each such
installment was due and continuing until the installmett'l is Fain. Nothing an This lease
shall be con.stmed as providing for Landlord receiving, coEceting and/or demanding a
rase of interest greater than provided for twder Texas iaw, In the event Landlord receives
i.^,(erest in excess of the highest lawful rate, suci . funds shall be ;applied to the re -'a
,,ear, s rental payment, or in th-- event no further remal payments are due, rc`unded t_)
Icnant.
ARTICLE A. TAXES
Section 4.01, Yav rent by Tenant. In addition tc the rent specified in Atticle 3.
Tenant �,'11 pay and discharge all taxes, `eneral and spc._al assessments. and other
.Iiam, s of ano kind levied on or -assessed against the pi enuses and all interests in the
aremi�es and all improvements and other property on them during the lease terrn, «-he-her
bc(ringing to Landlord or to 'I'enartt. Tepani will pay .ill the taxes, charges, and
assessnents directly to the public officer charged wim vier colieetton ^nat I-cwer tli in
tif'een (151 days before they become delinquent, and'Funant will indemnify landlord and
hold it harmless from all such ;axes, charges, and assessments Tenant may, in good faith
at its o\,sn expense contest any such taxes, charges, and assessments and must pay the
contested amount, plus P.lty penalties and interest wipossd, if and when finally
Jetermined to be due
Section 4 02. Payincm by Landlord. At any 6mc, that the payment of an} itetr of
taxes. ;pec„i assessments, or governnnentat charges than Tenant must pay under § 4.01.
re na►ns unpaid and uncontested later than ifteen (13) dayys before it becomes delinquent.
Landlord ntay gi%e written notice to Tenant of its defaul: under § 4 Ol, specify ing the
efault it T,:r-,ant conunucs to fail to pay the taxes, spec.at assessments, or %o-,ernn;rr,-,al
ct vi cs. or to contest them in good faith withsr, tea (10) days after the written nollle.
I andlord :ray- pal the items specified in the notice, wid'renant -v;ll. on dernarid.
rttlnbarse Landiard any amount paid o: expeaded by L: r,dlord for this pi rpose.with.
east - Challenge Park of Texas, Inc J + Page _
Landlord must be rtwiftcd of the time fm beginning and tic general nature
of any such w'oik, other than routine mlintenance of existing buildings or
improvements, at the time the work bepults.
The conditions of b 7.02 concerning Landlord's approving plans must be
followed.
Section 7 02. Aporoval of Plans. to the event 'i enan-t shall obtain the consent it)
principle of Landlord to the proposed acti%ities of tenant. the following rules govern the
approval of construction. additions, and alterations of"Mildings or other improvements on
the premises:
Written Approvai Required 'No cxistini! building or improvement may be
added to or altered and no building or other improvem:rnt may be constructed on the
premises (collectively referred to herein as. "Cor.:trucitori'i Lmless the plans,
specifications, and proposed location of same has reee!ved Landlord's written approval
and the Construction complies with the approv--d plans. specifications, and proposed
location,
b .Submissiun of Plans Tenant must, at ns u-xn rxpense, engage a licensed
architect or engineer to prepare plans and specification•, for such construction. Tenant
must submit two (2) copies of detailed working dratviti as, plains, and specifications for
such Construction.
c Landlord's Approval. Landlord Kill promptly review and approve al' plans
subin-med under subparagraph b above, or note in wntir g any required changes or
Corrections that must be made to the plans. Any rcquimd changes or corrections must be
made. and the plans resubmitted to Landlord, within t! ,rry (30) days after the correctionN
or changes have been noted.
d Exception to Lordlrrd's A,?provui. The 1 ol.uwing heirs do not require
submission to; and approval by, Landlord. but a copy e'the plans and specifications fvt `
such Construction must be furnished k. Lat-Alord. i
1. Minor repairs and alterations nec :ssa.v to maintain existing
structures and improverrerts to a useful state or repair and operation. I
ii. Changes acid alterations required ty ar•, authorized public offiC:a1 I
i
with authonty or } uisdiction over tre buildings w improvements, to comply with
legal requirements.
iii Portable buildinEs, tc:riporan s:ructures. ;ncludmg preps. pla,ed
on the property from tinte to time.
c' Efjcer gjapprorol Landlord- approva, ut :cry plans and speei!icatiGnS
anrhr�f -n'l- to the Lk-tt:crriniry of the plaits and specific-.,I!ons to the general ambitccrumi
l.cate-r'haltengr Park vt ?e,as, inc - _ —� - -PEE.: a
plan for the premiss Landlord's approval does no! constitute approval of the
aicttitt.ctural or cnp.meering design. and Landlord, by approving the plans and
specifications, assumes no liability of responsibility fo• the architectural or enginecrine
design or for any defect in any building or improvente!.t constructed from the plans or
specifications.
Section 7.03 Ownership Any buildings. improvements. additions. alterdt;oris.
and fuxtures (except furniture, trade fl\ttn'e5, portable buildings and temporary structures.
including props) constructed, placed. or maintained on ony pan of the lensed premises
during the lease terns are considered Fran of the real property of the premises and must
remain or the premises and become Landlord's properly when die lease terminates
Section 7.04 ktett; w Remove Improvements. Tenant may • prior to the
termination or enpration of this Lease. remove any portable buildings, temporary
structures, inuludine props, fitrniture, machinery, equipment, or other trade fixtures
awned or placed by Tenwa, in, under. or on the premises, or acquired by Tenant. whether
belbre or during the lease term. Bcfore the lease terminates. Tenant must repait any
damage to any buildings or improvements on the premises resulting from :he removal.
.Ary such items not removed by the lease termination cafe will become Landlord's
Propeny on that date
ARTICLE 8 EX —CUMBRANCE OF LE-1,SEHOLD ESTATE
Section fl.0! Ko E=:rnbrauce. : enan; 31ta11 ni,t encttnbtr rite ItaseFolG interest.
by deed of trust, mortbage. or other ieetmay mstrumeni, without obtaining Landlord's
consent to tfic event Landlord ;hali so consent, such encumbrance s!rall not, in any
evrot. corist;mtc o lien on Landlord s fee title The inde tted.-tess secured by the
-tnvjmhrance gill at all times bu and remain inferior an i subordinate to all the conditions.
coverianta, and obliacitions of this lease and to all Land'ord's rights under this lease
ARTICLE S. REPAIR';- MATNTENAl'dCE, AND MSTORATION
Sccrren 9.0 1.:�UTWV to t iiintain and Re air. At Al times during the lease term.
i. zena-o shall keep and maintain, or cause to be kept and maintained. all buIdings and
tw,,provenients erected on the premises :r. a Good state of appearance and repair rexcepi
Ri, rot onuble a car and tear) a: Teraa"s owi expense,
ticcuun 9.02. Damaze e! Des tructti-3-n. If arty Su.,lding or :mprotemi-tit located
.c—"orconstructed on the premises :s darnaged or desir dyed by fie or any other casualty.
rc^ardless of the extent of the datnaL v. jestruvion, Tcnan; must. v.ithin six (6) mortis
firth the date of the damage or desu-..icpo•i, begin to rupaii, reconatnrci. or replace the
=na.ed or de5trov:-d build:ng or imprw-.anent and pursue tn: rcpa.r recorstruci.ov. c r
zeolacernent •.i,th r_a;onab!e dilicence :o c• to restore t.:e turldrng to substantially the
idmron it was is bc7ate the casualty, But if begir.ntrg or campletin; ill's iest,;tation is
p;r•.ontcd .a de.avej by %tar, civil comrimion• avts at Uud. stril.es. 5avernm'-rtL!!
::,;r.c,:on1 c., robalaticas, o• interfcren;es, fete ur uthcr Lasualr; or ;,ty other reason
L ra-e _ ChnGenge ?art er1'eass 4nr r��� `•_--.�. — .._ _ .._. __ �q�c
hcyond Tenant's control, whelhei birnilar to any of tho a enumerated or not. the time for
ht-gmning or completing the restorauon (ur both) will rvtumaticaily be extended for the
period of each such dela;.
ARTICLE 10 ivfECHANICa LIE".
Section 10.01. Mechanics lien, . Tenara shall not cause or permit any
mechanics' teens of other liens to be 61cJ against the fer of the premises or against
"Tenant's leasehold irate-esi in the land or any buildings or improvements on the premises
by reason of any work, labor, services, or materials supplied or claimed to have been
supplied to Tenant or an) one hold:nE the premises or any part of them through or under
Tenant If such a mechamc's lien or riiateiiaitrati s lien is recorded against the premises or
any buildings or improvements on them. Tenant must either cause it to be removed or. if
Tenant in good faith v<iA,.cs to contest the lien, take tirr•ely action to do so. at Tenant's
sole expense if Tenant contests the Iicn. Tenant aril; indemrtifi• Landlord and hold ii
ha.-mless frorr. all habiliry fer damages occasioned by tie lien or the lien contest wad sill.
it. ohs event of a Judgment of fureclosure on the lien; cause the lien to be discharged and
removed before the judgment is executed.
ARTICLE.i1 CONUEh,11\ABON
Section I 1 Al. Ta_k.ne If the premises or any Hart of them are taken for public or
quaii-public purposes by condcmriation as a result ofaav action or proceeding in ernir.ent
eo:uain, or are t:ansferred in lieu of condemnation to arty authority entitled to caercise
the power of eminent domain. this article govtms Laraord's and'fenant's interests in the
aware or corisiderauon for the transtei and the, effect o: the tak-,rie or transfer on this
lease
Section 11.02 Total IaM g If the enure premises are taken or so transferred as
described in s 11.01 this lease and all of the rights, tttl,'s, and interests under it .vuh seas:
en ere date that rifle to the piumiseb or part of them .vi,s in the cordenwing anthoeity.
—'id the proceeds of ilie cmtde nuts.tion Hill ire the plop ri% of Landlord
Section i 1.03_ t : ttia] Tal•Jrg. if only part of tl •c premises is taken or transferred
zs described in § 11 01 this lease will terminate if, in Landlord's opinion, the rema.ndec
of the prcriises is in such a Iocz6on, or •tt in such form. shape, or reduced size, that
Tenant's busines_ lumo; be cftccuvall and practicably operated on the rernaining
rit.mises In that ; % exit. this :ease and all rir4ts. title, a:•d in:erect under it will cease on
;lie pate that title i the portion of the premises taken or transferred .esis in the
condentnine, authon:v The ptoceeds of the eonde=zt:cn utll be the prop:tty of
La dl-,rd
Ject.on 11 04. ', mumar: Conveyance `:othin;tinthis articL- pmhiow Landlord
+. Lml ':.+I uniwli\ ail or parr or the p! em!ws. t) a public utility,
ir,tnority under tlueat ; ! a taking undo the pa ver cif cnarent womsin any s ia5
ti oItirum- conve.ar,ce .r i be treated :is a :akm- iii:hit the mcar!:ig oftf is artiste
u -•r,: `<hal'rr:Cc F'a,► of 7r■r�, In., `--- --- — -------' ._ ___.._.__.__.. va.e r:
ARTICI.i: 12 ItiSURANCE AND iNDEMMFICATION
Section 12.01 Indzmndv and I tleasc. 1HE TENANT SHALL INDEMNIFY
A'ND HOLD HARMLESS TO THE EXTENT PEI..MITTED BY LAW, THE CITY,
AND CITY'S RESPECTIVE OFFICERS. EMPLOYEES. ELECTED OFFICIALS AND
AGENTS, FROM AND AGAINST ANY AND ALI LOSSES, DANIAGES. CLAIMS
OR LIABILITIES. OF ANY' KIND OR NATURE, W14IC14 ARISE DIRECTLY OR
INDIRECTLY. OR ARE RELATED TO, Its ANY WAY, MANNER OR FORM. THE
ACTIVITIES CONTEMPLATED HEREUNDER. AND ARE CAUSED SOLELY BY
THE ACT. OMISSION AND:OR NEGLIGENCE OF THE TENANT. THE TENANT'S
ESPECTIVE OFFICERS, EMPLOYEES, OFFICIALS AND AGENTS. AND l•O
WHICH SOVEREIGN 11AMUNITY HAS BEEN WAIVED PLRSUANT TO THE
TEXAS TORT CLAIMS ACT AND OTHER Li::GISLATION AND WHICH IS
C:ONIMERCIALLY INSURABLE BY THE TENANT. THE TENANT SHALL NOT
BE BOUND BY ANY NEGOTIATIONS OR SETTLEMENTS REACHED BETWEEN
THE CITY AND OTHER PARTIES «71 T HOL T THE EXPRESS WRITTEN
CONSEN • OF THE TEN ALIT. THIS INDEIrfNMI ' ,%GREEMEN't IS iNTE.NDED TO
r.NCLL'DE ANY CLAIMS AND DAMAGF•S BASc:) ON THE SOLE NEGLIGENCE
OF THE TENA1\i, AND THE EXPRESS PU',POSE OF THE LANOIiAGE
CONTAINED 'WITHIN THIS INDEMNITY A(IREEMENT IS TO NEGATE
APPLICATION OF THE EXPRESS NECL!GEN(E RULE AS THAT RULE 1S
RECOGNiZED IN 7 HE STATE OF TEXAS.
THE INDEMNITY PROVIDED HFREiN SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT.
Secttran l _'.02 I r ec Tenant steal' precure and cam, at its sale cost as d
expense though the lift ofthis Agreement, uas,irance Iroteetien as hereinafter specified.
it form and subs. rice satisfactory to the Landlord, carted anrth an insurance compan)
auihor:zed to Lrznsact business in the State of Texas. c,.verL-ig all foreseeable aspects u-'d
operation, in Connection a ritn thus lea3C. InC1U4.1rg but not limited to, all aspects.
operations and;or occurrences ;o which Tenant has ind.:rnnified the Landlord. ru pruvAPc
to Section 12 01 hereof A Certificate of Insurance specifying each and all coverages.
and a copy of such policy shall be submitted to the Lar_dlord prio: to the exa;ution of this
A@reemem, except as a 1`+'4te5 to the required Buildink. Risk Insurance of which said
Cerificate shall be submitted no later than. fifaeer. (151 •Jays prior to the currimencenent
cf eon"ruction activities. Lard:ord sliall cause each re-1-aired pock-N to require the insur_i
En(i) give not;ce to tl•c Cary cs specified herein..,: termination of any such policyswN
(t-0) days before such ier,i: i rtton is to be effectts e. anll (10 conmin a xaiver of any and
a,I of the 6zsurer'5 riVhis v sutwogatiori that an, such i :saver or insurers may acquire !±_,
utuc of pa} merit of any'ass under such insur r.ce. L•indlord shall pro: ide to tkr Cir•
fr:•a�: f t} • below-descri:e: nrurance on o- before Fo•..rteen (14) da-s prier tv the
_,.p.iainn date ofcacl cxpimng policy
C'vniprciar rsrrr Ucrac,rn Li. i&i..- Irsuranrc Tcnar;i shal! ha,e
corraprrrhmsivc bar tonal 't:alml ray :nsurance. with limits of
t cos CFallrn;r :.rl. �' Tax., IncJ— ••- �_ _ i'�Yc '
S31w.000 00 comb nod single litatt tit O+c a1%reg3te and per
occurrence The Landlord shall be named -15 an additional insured
in such policy
)b Gim •rer'r Pr one nvr or C'onirrsgeat Public L tubilip¢ insurance rind
Propery• Damage Liubi6ry lnstr, unre Tenant andior its
contraclor(s) sha_I --Main art Gwacr's Protective or Contingent
Public Liabilicy Insurance pollq. in the amount of, for bodily
injuries, including accidenla: de•tth and'or property dtunage.
MUM 00 combined single lit:ait. This insurance coverage Sha)I
include cuverage against casualty or damaoc. including, but not
limited to, damage caused by Iim andior s andaiism, to any and A
other buildings a.•id/or improvements iocated on the leased
premises. and shall name the Laadiord as an additional i:rsured.
C Worker'_- Cumpensnriun Lnsurevice, in the event Tenant shall
employ persons upon the leased premises or shall perform, or have
performed. construction activ;ties on the leased premises, Tenant
rndror all contractors performing: eonstnrcuon activities upun the
leased premises shall maintain throughout the term of this lease
andio. the construction, as is aprlicable worker's compensation
insurance coverage in accordant: v ri;it the statutur% requirements
of the State of Texas
* Buiider'r Risk Insurance. in the event Tenant sha:l perform. or
liave per formed. construction ac ivities on the lcwscd premises, the
Tenant and/or its eontrecwrt,s/ sliall have. Builder's Risk Insurance
in the amount of one hundred percent (I 0,A) of the prices of each
contract relating to such ccnstru,.tion actin ides. and the insurance
Shall name the Landlord as an adclaicaat. insured.
F Fire /asurance. 7en_nt shai' thin fifteen (15) days of
complennn of a builairg o:)t5ir, ir: Insurance tha-. i. eighty ! 80%)
percear of rcplaccmem crust.
F Umbrella Liability insurance The Contractor shall mantrain
Umbrella Liability Insurance coverage in the amount of
S1,000,00000 tt:th co-.erage co. -responding to the C'omprehensi--t
Commercial General i.;ubilir- and 0Mncr'b Pm:ccti%-c or
Contingent Public i_iabi'it: Insurance and Property Damage
Liability Insurance pnlicies.
ARTICLE Ili. ASSiG` ME\ i ANU ALB f RSc
. 2z t:on i i 01 No A:;swnment Tenant s'ia'! a-,t sell ,x as:.igl, ita !ea:-ehuld estate
it: w. ejv:rcr, c.r an, panicin of it, no: may it su51e: the )rrt[:tSei ar ant C-nmon ot'hem or
< C ?a6 ot'Texas In, ---_----- •---~-- -- Nee
1* ... .u. .. r e t tJ a •.... . V. � � n.a� ti r�ra. .,• r.
any portion of any budding v+ other imprcienlent erc+ led on the premises, without th-
prior written consent cf Landlord.
ARTICLE 14 DEFAULT AND REMEDIES
Section 14 u 1 l_ermination on Defsult. If Tet Cant defaults in performing any
covenant or tents afthis lease, and does not correct the default within fifteen (15) days
after receipt of wrinen notice from Landlord to Tenant. Landlord may declare rhis lease.
and all rights said interests created by it, terminated I Landlord elects to terminate. this
lease will cease as if the day of Landlord's election were the day originally fixed in the
lease for its rxpiration Landlord or its agent or attomcy may resume possession of the
orcmises and relet them for the remainder of the term ;it the best rent obtainable for the
account of Tenant, who must make good any deficiencv.
Tenant and Landlord agree that, for the purpose of posting the notice required by
Property Code Section 93.00'(A. the "front door' of tie least premises is '26213 33'd
Street, Lubbock. Texas 7941G.
Section 14.012 Rerle 'ies Cumulative. Any ter nitnation of this lease as provided
to this article shall not relieve Tenant from paying arry stem or sums due and payable to
Landlord under the tease ai the lime of temtination, or any claim for damages then or
previously ac.nruine against Tenant under this lease. F anther, in the event of termination.
Tenant shall have no rights to any rents paid in ad%ance, and all of said rents shall be and
;.main the properly of La:dlord Any such terminaucn shall not prevent Landlord from
enforcing the payment of any such surn or sums or claim for damages by any remedy
prop ided for by !aw, or 1,om recovering damages {rnrr Tenant for any default under the
lease All Landlord's diahis, options. and rewcdics under this lease wiE be construed to be
c rrntilat+� e, and no one of them is exclusive of the other. Landlord may pursue any or all
:ugh remedies or aiiy other icrrrrdy or relief provided Lv WN. whether or not sta.ed ir, thin
!rase. No H'ziver by Landlord of a breach of and of the eo•; enants or conditions of this
le sc md, be construed a waive: of any succeeding or Preceding breach of the same or
any other covenant or condition of :lus least
ARTICLE If. OCNERAL PROTECTIVE PROV:SIONS
Scctior. l; Ol Right of Entrv. Tertartt must pe mil Landlord or its agents
npresentauves. or emr loyees to enler site premises for the purposes of icspeclron.
dr;crn,minn& whether Tenant is cotriplying with this lease, maintaining, repairing, or
a!t,�r'ng the premises, or shcvvin; the Frernises to prospective tenants. purchasers,
►rtortgagces. or bercfteinnes u&,cr trust deeds.
Section 15 ,^.- L hto. , ne relaponship between LLtalord and Tenant is
ax all times iolclt• that o: l.3ndlord .utd rcnxil and mtN not be deemec a partnership of a
toint venture
i.eaw - Chailengc Park of Teas, Inc
y.. 'AN i,,, -,. rY 1 +a 4 v...+ , r, .vim. �+++ ��w .•• •� t. ,
Section I_5 03 Force Maleurc. if curing any default rolher than fa -lure ;o pay
rert, insurance premiums, or ad valorem taxes) or per: any other covenant or temp
is delayed bj- trnsonof tear. civil commotion. act of Gvd. governmental restrictions.
regulations. or interference. fire or other casualty, or aay other circumstances beyond
Tenant s control or that of the party obligated or permitted under this lease to do or
perform. the term or covenant, regardless of whether the circl-mstaicc is stmitar to an; of
those enumerated or not. each party so delayed is excused from perfomnance during the
delay period
Section U.04. Bankruptcy. Bankruptcy, insolvency, assignment for the benefit
of creditors, or the appointment of a receiver will not affect this lease as long as Tenant
wid Landlord or their respective successors or legal re;tresentatives continue to perform
all covenants of rh;s lease
Section 15.05. No Waivcr. No waiver by cithcr parry of any default or breach of
Ant covenant or term of this lease tray be treated as a waiver of an} subsequent default or
breach of the same or any other covenant or term of th:s lease
Section 15 06. Release of Landlord. if Landlord sells or transfers all or pan of
ilic prair.ises and as a part of the transaction assigns its interest as Landlord in this (erse.
then as of ;be effective date of the salt, assignment, or, uansfer, Landlord will Ie no
Ilability under this'lcase to Tenant, whenever oecurnnc or accruing,
Section 15.07. Security. Tenant shall take anv and ail actions necessary to prxec!
the rased premises and all persons tvho enter upon sw-te Tenant shall inspect. on as
frequent a basis as recesssv, the leased premises to idmntifi and rerr.edy all prenii ,,
defects. Fc•n or affecting the Icased premises.
ARTICLE 16 MISCELLANEOUS
Section 15 O1. Deiivery of Rents a•,d ot•ce . All rents or other sums. rotir.cs,
Gentr'urds or reyue.its front One party to another -nay bt personally delivered or sent o}
Mad. certified or registered, postage preptridd, to the addresses stated in this section and
are consieeied to have beer, given at the time of personal delivery or of mailing.
Landlord: Tenant
r ir; o- LuSh-ek Challenge Par: Te:,as Inc
Ann.-' c,,!nWalker _G2331`S!rcr;
P U Box 2uW, I ubbock. Te,.as
I-Lbhock.Texai 794;7
)'clepkunr t306) 775-2930 1cicpbr,,w: (906) 7u5.806U
Facsimile (806177>-1051 Facsimile (506)
le.isr ::i,el.tngct'artofTtvas r,t------- --- •- ---------,t,N.:.,t
4a4Y•••. sr .I,r N 4
Sec:ton 16,02. Mirl!Wl . Panies If :his lease n uncs more titan one LantJlnrd o:
h ena:it service or any notice on any une Tenant or Landlord is considered scrvict! on all
T%nanis er Landlords. respectively.
Section 16 03. E,artics Bound This agreement binds. and inures to the benefit of.
the parties to the lease and their respective heirs, cxeccrors, administrators. Jcgal
representatives, successors, and assigns
Section 16.04 ,92oltcable Law This agrcerne•it is to be construed under Texas
law. and all obligations of the parties created by this lease are performable in Lubbock
Couniv. Texas.
Section 16,05. ConstructioLi. If any one or more of the provisions contained in
this lease are for any reason held to be invalid. illegal, of unenforceable in Lnv respect.
the invalidity, illepality. or unenfoiceability will not af•.ect aw o:hcr provision of the
lease which tN ill be construed as if it :tad not included 'he int altd, illegal. or
urtcaforceable provision
Section 16.06. Prinr _A,&reemcnts This lease ccnstitutes the parries' sole
rAgrecmc•iti and supersedes any prior understandings or •44rttten or oral agreements
hetwc,ln the parties with respect to the subject Matto.
Section 16.0-i Amendr*nent No 3riendment. modification, oraltentiun ofthis
I
ease is binding unless in writing, dated-ubseyuenr to Lie date of this leave. and duly
ewecuicd by the parties.
Section 16.08 Riahs and Remedies Cunulati•:_, The rights and remedies
:ro�i�ed by this lease agreement are cuunulative, and ether pain's using any right or
re.riedr will not preclude or sake its right in use any other remedy. The r!ehts attd
remedies are giver, in addition to any ether rigetts the panics inaN, have by IeW, starutc.
,,'dinlncc. or otherwise.
Section It, '.09. Anorney's Fees. If, as a r_sulr ct eirher party's breaching this
agreenieot. the oilier party employs an a;4nmey to enlror:x its rig`ts under this le:sc, Lner.
Or breaching or defaulting parr,. is ill pa;. the other park the reasonable attorney's fees
and cosh incurred to enforce the icic.
.Z, hallenec Pm{, uC l e,as, In--. ---�_ ---- _�pw!t I:
� ..R •.. —• • t.�i J .� a qua r v•
Scctian 16 10 Tirnr ai Essence Time is ot*ili essence (if this agrermertt.
t i iIS LEASE has been exrcuted by the parties on the elate and year first aho%c written.
LANDU)RD.
Pob ctm
City Manager
APPROVED AS TO CONTENT:
i{evtn Walke
Busvness iaa' on O`itcer
APPROVED .A S TO FORM.
William do Haas
M--ntcrpai Contracts Anotuc}
TENANT
BY: ;cam • ` `� ,� =-'r 1/-r�
President
Eee5e - Chalir.n:,c Par. ji Ir.aa. lrc .Page 17
SEN- a:. °OSTMET; 806787023e; X-L•7•05 8:51AU; PAGE 212
CERTIFICATE OF INSURANCE
PRODUSFR THw CE IFA:ATE IS R� b1Ai'T8R Of INFOAMA7 N
ONLY AND CONF ERS ND RIGHs9 UMA HIL CERTIFFCATE
PAS tnuurxA r anhaff.9 HOLDER. THIS CeR761CATL D06i Mof AME40• WEND. OR
56? s Wafts-,00n SL• SUIIv:DO ALTER THE CWI5RAOi AFFORDED 5Y THE POLICY BELOW.
NepegiOe. IL E0543 _ _ , _
I'4SURED INSURLTRS AFPOROIHO CAG OVERE
?lnekllr, Mvtei SI10T6 AS7c{I001 en0 its mVn•.bw panlbaTopemtom as FnaOtsaO Unto the PO4cy N A. Olazorer PMPp tV en_ri o.udtT Ir'�' muronceZ`��.menv
pV "AJOU INS. 5:
Medan. IL 6C1E0•c390 INS
CERT NUMBER, JOOM45957
CHALLENGE PARM' OF -ExAS, INC
3PO7 27TH
COVERAGES
ll'119 19 T j i�TATTHE POLICIES— F I' ik3i1'L`E'Lt67E0 @DLO W 71w EH 05—UE0 T THE I UfiED N—MCD AD Ve R THE FOUC1r PERIOD
BIDIOATez% NOT vMvMAt1DIHG ANY FOIr„vI1�ENENT, Tanm OR CORDITION OF ANY CONTRACTOR OTHER-DOCURRHT WITH ReBPeer TtTWtttM w.."
CiR71FICATE MAY BE ISSUED OR WAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIE; OESCAI5F0 HEAEW I; SUS.IFCT TO ALL rHE 'FRIES,
E%C „LUSION AND CONDITION Or 9UClI POLICIES. AGGRC-lsA7E LHICT;;HOWN MAY HAVE ECEN REDUCED BY PAID CLAIMS
S • IOrF -.__.
A
G. I 025BLIJU114 i rt.IMIQD05 I 0XI12000
12:01 a,m 12.01 am.
- TT.C.vti4calau',ad if rrJy•r A3Ylorullravcu in Ft'.WftlttrA Mon[p plcVtf"nnT aiJlnulatrF.lMvri�ncmcrl Fenn AG SVTs(07102lM/nto•.fi lnf,•.e•CMicf1•h.sb.. �'
rrnls ww'nlp.GtbP.•ne5rrynrl a.tf arr.nfewfol lh•NrTfW M..r.•r 'mre Jww 7C, ic05 Ntvey+Ff7ru•ry 2I 25oa
CERTIFICATE HOLDER`
I CITY fie LLlaaex:x ... - -
I
I
SHOMO M V OF 7HE A1MoS OISCRIBEO
P(X'GE5 Be CANCELE0 StFGAE FI E
EXPRAMN PATE FhERECE THE=UING
WM ITENf -' eNOhTHEC A LIA:LSO O.re
VIRI TTEr/ r:O^CE TO 17ai CEPTIF CATS
WXrAR, DL'T FaLUPE 70 VAL S'" NOME
Sir., . IMPOSE NO OSUsATON PR 0MLO'Y
OF ARr MhU UPON T"l COMFArrr : TS
AGENTS OR REPPrA MATIVES
AUTNORIVED 'ReSENIATIVV
SEN- 5',: -OSTNJ T; A007470232; J.L•7.05 MiAIIA; PAO`c "/^
�— CERTIFICATE OF INSURANCE CN?112(hE
PrrODU^EFi iMR Clad ATE W ItJNQD L1 A ALL I B11 CF UI
LIIC IIIsuF3+ul• EI�l.fE Y ONLY AND COMERS NO WONT, UPFAI rHl CQRTIHCnTe
Q NOLDER THs cammFICATL DMI HOI µE■O, MEND. OR
552 s V aw.)— SL Sdde-'0O ALTER THE LOVEIUp[ AFFORDED BY THE POLICY BELOW,
NEDenAe, IL E0113 _ ,__ _
INSURED INSURHLI AFFORDOVG C011•ERAGE _
knviksn Aw✓ Sµm Anc cslcT and As moIW ;AnDai OperebO ■. Ancsorw onw the PaS� N e1 A. 013- PM-P" Pn_[
rroC■.uWti luvranca .aeenv
PU"a N$ 0 _
Wh.0m. IL 6CI tQ aON 1 :N5 -
:HALLENCE PARK OF TEYAS, hC CERT NUMBER 10003ABS57
3807 ZFTH
Lveeo.l:, Tv ?Lir1c
COVERAGES
1M9 1U TO CENII THAT The POUCIEB OF IN3UR]HCE U5TE0 YELi7W�BEEN w6—ui — NE I eUaED !1/WL0�WtH[ POUCY PERq
IHNCATM, NOT VITRlSTAMn ANN RETxUNTEMEHT, TEFIM OR CCNORION OF ANY CONTWLCT-OR CITNCRl*m41LNT tl1ITH R[SPEDT TO' -H—i . a
CERTIFICATE MAY 13" 15SUED OR MAY PERTMN. THE QISURANCB AFFORDED BY THE POLICIES DESCRIBED HER8111 17 SUWCCT TO ALL THE'FAIIS.
• EXC US ONS AMD CONORION OF SUCH POUCIES. AGGREGATE LIMITS SHOWN MAT HAVE INEEN NEDUC!DBY PAID CLAIMS.
C_ I OISBLOnIU
uM1W 1R001 I C3A1(1006 Protlucb•CDmDNIee Cp■tQEOnl A001eaa10 1,00000
A o1■.h. Pvlane yAdwnH7nD!nhrs _ oD
i I 1701 En fend■
OOE=61a vmmlF■■ RnI:W Iyklvl r�� o From�L_ __ so oD
I E orlso4trvt(MVOne Po- c
-- I ---
EBCRIP710NOFOPERICTIONS:LOCAT:pNS/VCW L CLUSN)NS ADDED BY ENOORSEMENTIB CIAI. PROVISIONS
1"i.n AnfTmUl 1—jnOWOM.c. Wn CI. Prtm.nnr -I tr1Lt[4 e1 Mlsla Fain AG H17f(07.4N) A•6d4. J 1— v!du'.
V.Y. ..n I.IP.(t W PI npsl9onl .tv n(anlldY of IaI NrmY.,I In4HM1 Trail JJn •iU, 700: NIu<7n x.Tu.ry xe xOOS.
TE
SHOULDANYOF THEASOVIOES:.MBEO
POLCIQ3 eE CANCELEDBEFORE n ar
EXPRATMN DATE INERE01, THE LSSVInu
COUPAVY AXL ENDEAVOR TO"L A OkYS
WRIR MTLE 10 THe CEN11P CATe
W)LUR M.'T FAUUFE TO MAL SLCH NOn(,l
SKAL- "POSE NO 03UGAT43NOR LASLITY
OF ANY KINO UPON ME COM►ANY ITS
Resolution No. 2012-RO102
Resolution No. 2006-R0022
January 12, 2006
Item 6.10
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock, a License Agreement by and
between the City of Lubbock and LEVI's Terrace, Ltd., and all related documents. Said
License Agreement is attached hereto and incorporated in this Resolution as if fully set
forth herein and shall be included in the minutes of the Council.
Passed by the City Council this 12th day of _ Ty,.T 2006.
ATTEST:
Rebecca Garza, City Secretary rs
APPROVED AS TO CONTENT:
Tom Adams, Deputy City Manager
APPROVED AS TO FORM:
L", .L J:�D j !,&.n �'r j .4
Anita E. Burgess, City Attorney
m1/ccdocs/Westcm Neritage.res
December 19, 2005
EXHIBIT
p' D-44
Resolution No. 2012-RO102
Resolution No. 2006-R0022
LICENSE AGREEMENT
THIS License Agreement (the "Agreement") is entered into on this 12th day of
January, 2oob , ,, between the CITY OF LUBBOCK, TEXAS (the "City"), a Texas
Home Rule Municipal Corporation, and LEVI'S TERRACE LTD. (LEVI's), a limited partnership
whose central plan of business is the State of Texas.
RECITALS
WHEREAS, LEVI's is interested in restoring, preserving and displaying Lubbock's western
heritage by improving and opening certain Canyon lands owned by the City (described on Exhibit
"A", attached hereto (the "Lands") to the public for certain events; and
WHEREAS, it is the belief of the City and LEVI's that the public use of said Lands and the
provision of certain events will provide recreational and educational activities and opportunities to
the residents of the City and encourage tourism to the City; and
WHEREAS, the City conducts farming upon property adjoining the Lands where the
primary purpose is the lawful disposition of sewage effluent. The City and LEVI's acknowledge the
environmentally sensitive nature of the Lands, and the state's regulatory oversight of the City's
sewage effluent operations; and
WHEREAS, LEVI's desires to operate said Lands for the benefit of the public (the "Western
Heritage Project"); and
WHEREAS, for the purpose of the promotion of recreational and educational opportunities
for the citizens of the City, the promotion of the tourism industry in the City, and furthering
Economic Development and Recreation, Parks, Entertainment and Cultural Affairs goals as
established in "Goals for Lubbock -A Vision Into the 21st Century,") LEVI's and the City now
desire to enter into this Agreement.
Western Heritage Project page 1 of 17
ARTICLE 1
License
Section 1.01. License. In consideration of the mutual covenants and agreements of this
Agreement, and of other good and valuable consideration, the City hereby grants upon the terms and
conditions set forth in this Agreement, a license on and over the Lands to LEVI's, for the sole
purpose of restoring, preserving and displaying Lubbock's western heritage.
Section 1.02. Term. The term of this license is twenty-five (25) years beginning on the date
of the execution of this Agreement by the City, and ending on the twenty-fifth anniversary of such
date (the "Primary Term"), unless terminated sooner as provided in this Agreement.
For the consideration herein expressed, the City is hereby granted an option to extend the
term of this Agreement, upon identical terms and conditions of this Agreement, for four (4)
additional successive option periods of ten (10) years each (the "Option Periods").
This Agreement shall tenninate without further notice when the Primary Term or Option
Periods, whichever is applicable as specified in Section 1.02 expires, and LEVI's shall immediately
vacate the Lands. Any holding over by LEVI's after that term expires, except as provided otherwise
in this Agreement, shall not constitute a renewal of this Agreement, or provide LEVI's any rights
whatsoever under this Agreement and/or to the Lands.
ARTICLE II
WESTERN HERRITAGE PLAN
LEVI's agrees to develop, for the review and approval of the City, a Westcrn Heritage
Project Plan within three (3) months of the execution of this Agreement. The Plan will identify
economic development opportunities and park and recreation activities. The Plan shall identify
scheduled events open to the general public and planned events and activities designed to promote
economic development of the City.
Western IIcritage Project Page 2 of 17
ARTICLE III
RENTAL
LEVI's agrees to pay Four Dollars (S4) per acre for licensing the Lands. Said sum is due and
payable upon the date of execution of this Agreement and annually thereafter on or before the
anniversary date of this Agreement.
ARTICLE IV
Improvements
It is the goal and obligation of LEVI's to manage and operate the Western Heritage Project
described herein. LEVI's shall construct, manage and operate the Western Heritage Project in
compliance with all State and Federal laws, statutes, regulations and local ordinances. In addition,
unless the consent and/or approval of the City and other parties is required herein, or by law, LEVI's
shall cooperate with and seek input from the City and other enities approved by or recommended by
the City in the establishment, maintenance and management of the Western Heritage Project.
Section 4.01. Construction - Site Plan. On or before eighteen (18) months after the
effective date of this Agreement, LEVI's shall submit to the City a detailed Site Plan (herein so
called) of the Lands, which shall include an archeological survey of the Lands and detail all aspects
of the Western Herritage Project, including the proposed location and general appearance of all
improvements thereon, including, but not limited to, buildings, interior fencing, trails, barns,
landscaping, and including the proposed identification and location of all permanent, temporary or
removable living history exhibits. The improvements shall consist of, at a minimum, parking, a trail
system, nature walk, and permanent structure for events and display of artifacts and information of
historical significance and the convenience of the visiting public.
The Site Plan is subject to review and approval by the City, delegated for purposes of this
Agreement to the City's Water Utility Director, or his designee, and the Water Advisory
Westem Heritage Project Page 3 of 17
Commission, or their successors, and, if required by law, any other parties or entities, designated by
the City. Any such parties, after consultation with LEVI's, may request any changes, amendments or
corrections to the Site Plan. In the event the parties cannot mutually agree on such changes, such
dispute may be appealed to the City Council of City. The City Council of City may direct whatever
changes to the Site Plan it deems necessary or advisable. Except as stated otherwise, "Site Plan" as
used in this Agreement shall mean and refer to the Site Plan, as approved as described herein.
Section 4.02. Construction. LEVI's shall construct, or cause to be constructed, and located
upon the Lands, all improvements heretofore recited, on or before two (2) years after the effective
date of the Agreement.
Section 4.03. Approval of Construction. No construction of any type or kind, including
without limitation, additions or alterations to structures completed, or caused to be completed, by
LEVI's and/or placement or location of improvements upon the Lands, shall be commenced unless
the plans, specifications and proposed location of such construction and/or location of the
improvements have received the prior written approval of the City, delegated for purposes of this
Agreement to the City's Water Utility Director or his designee, and if required by law, any other
parties designated by the City.
LEVI's shall, at its own expense, engage a licensed architect or engineer to prepare plans and
specifications for the construction, addition, location or alteration of any building or improvement,
and all construction and alteration of any building or improvement shall be conducted and completed
in compliance with all applicable permits, ordinances, and statutes now or hereinafter existing.
LEVI's shall submit a copy of detailed working plans, drawings, and specifications to the City not
less than thirty (30) days prior to the commencement of such activities.
The City, and any other parties having the right of approval, as described herein, shall review
all plans submitted by LEVI's and provide to LEVI's, in writing, any required changes or corrections
Western Heritage Project Page 4 of 17
that must be made that the City and or other parties having the right of approval, as described herein,
may deem necessary in their sole discretion. The failure to receive the approval described herein
shall not excuse the performance by LEVI's of any provision and/or activity described and/or
required in this Agreement.
The City, and other parties having the right of approval, as described herein, shall have the
right at all times to observe any and all activities described in Article W. Neither the City nor other
parties having the. right of approval as described herein shall have any liability or responsibility for
the architectural or engineering design or for any defect in any building or improvement constructed
from the plans or specifications described herein, nor shall such approval and/or observation relieve
LEVI's from any or all of its obligations provided herein.
Minor repairs and/or alterations necessary to maintain existing structures and improvements
located upon the lands in a sound state of repair does not require submission and approval as
described herein.
Section 4.04. Surety.,Any and all contracts that LEVI's may enter into with third parties to
participate in the construction and/or location of improvement activities contemplated by this
Agreement shall contain the requirement that such third parties adequately bond their performance
under said contract, naming the City as a co -beneficiary or co -secured. The original of said bonds are
to be suitable in form to the City and submitted to the City prior to the commencement of any
activities of any kind by such third parties.
Section 4.05. Ownership of Buildings and Imnrovements. Any and all buildings,
walkways, parking lots, fences, entrances and any other structures or improvements constructed,
placed, located and/or maintained on any part of the Lands during the tern to this Agreement shall
be considered part of the real property and must remain on the Lands and, subject to the terms of this
Agreement, become property of the City, from and after the termination of this Agreement. The City
Western Heritage Project Page 5 of 17
may, at the City's sole option, require LEVI's to remove at LEVI's sole expense any and all
buildings and improvements from the Lands and repair any and all damage to the Lands resulting
from such removal within ninety (90) days of the termination of this Agreement. Any and all of such
buildings and improvements not removed by LEVI's on or before ninety (90) days after the
termination of this Agreement, shall, at the option of the City, either (i) become the property of the
City; or (ii) be removed and disposed of by the City at LEVI's sole cost and expense. In the event
the City shall elect to remove such property, the City shall owe no duty to protect such property, and
shall in no event be liable to LEVI's for loss, damage or destruction of same. The City may dispose
of any such property in any manner it desires in its sole discretion and retain any proceeds received
therefore.
ARTICLE V
Operations of LEVI's
Section 5.01. Security. LEVI's shall take any and all actions necessary to prevent the entry
of unauthorized persons in, on and/or over the Lands.
Section 5.02. Access of Public. The Lands shall be open to the public for the purpose of
specific events sponsored by LEVI's and agreed to by the City.
Section 5.03. Utilities. LEVI'uh_all be responsible for providing, furnishing and connecting
all utilities to the Lands and any and all improvements located thereon and shall bear any and all
expenses of any kind or nature for the providing of same to the Lands and the utilization of same in
connection with the operation of the Western Heritage Project. Such utilities may include, without
limitation, water, telephone, electricity, gas, power, sewage disposal and rubbish removal.
Section 5.04. Taxes. LEVI's shall pay and discharge all charges, including without
limitation, personal property taxes, gross receipt taxes, general and special assessments, and other
Western Heritage Project Page 6 of 17
charges of similar nature which may be levied or assessed against the Western Heritage Project,
and/or any activity contemplated by this Agreement, if any.
Section 5.05. Livestock. LEVI's may, upon the City's approval, delegated for purposes of
this Agreement to the City's Water Utility Director, or his designee, and the approval of the Texas
Commission on Environmental Quality (TCEQ) and any other jurisdiction with oversight, graze
livestock upon the Lands. The exact number of livestock to be grazed will be mutually agreed upon
by LEVI's and the City prior to any initiation of grazing upon the Lands. Should TCEQ, or any
other jurisdiction with oversight, determine that the livestock are creating or contributing to any
environmental issue, LEVI's agrees to immediately remove the livestock from the Lands.
Section 5.06. Fees and Concessions. The license granted herein includes the grant of a
concession to LEVI's to sell goods, merchandise, food and beverages relative or related to the
Western Heritage Project on the Lands. The City shall have the right to review and approve, in its
discretion, goods and/or merchandise to sell on the Lands. LEVI's may sell alcoholic beverages at
specified events approved in advance by the City Manager and in accordance with state law.
Section 5.07. Prohibition of Encumbrance. LEVI's shall not encumber any interest in the
license granted herein, the Lands, the improvements described herein, and/or this Agreement, in any
way, manner or form, including, but not limited to, by deed of trust, mortgage or any other security
instrument.
Further, LEVI's shall not cause or permit any mechanic's liens or any other liens to be filed
against the license granted herein, the Lands, the improvements described herein, and/or this
Agreement by reason of any work, labor, services or materials supplied and/or performed or claimed
to have been supplied and/or performed to, by or for LEVI's or any contractor or subcontractors of
LEVI's.
Westem Heritage Project Page 7 of 17
Section 5.08. Rieht of Entry — City. Nothing contained in this Agreement shall be
construed to prohibit the City's right of entry, and the City expressly reserves the right of entry, in,
on, over and/or across the Lands, at any and all times, and for any and all purposes. Notwithstanding
the above, the City shall only enter the buildings located upon the Lands in an event of emergency,
with the prior consent of LEVI's or in furtherance of the City's municipal or governmental functions.
Section 5.09. Entry Upon Property. LEVI's shall obtain approval from the City of
Lubbock, delegated for purposes of this Agreement to the Water Utility Director or his designee for
right of entry upon the Lands if such entry is across the City of Lubbock's Land Application Site.
LEVI's shall also obtain approval from the City Water Utility Director or his designee for right of
entry by the public if such entry is across the City of Lubbock's Land Application Site. At no time
shall LEVI's or the public have the right to enter the Lands through or over City owned property
without prior written approval. The City may require at its sole discretion additional fencing or other
necessary controls in order to control public access through the land application site. Any costs for
fencing or access controls shall be born by LEVI's.
Section 5.10. Control of City. The City shall retain all authority placed in it which is non -
delegable. No provision of this Agreement shall be construed as delegating any non -delegable right,
power or duty of the City. LEVI's and City acknowledge that the City may develop the Lands for
future water projects. LEVI's agrees that such projects will not interfere with the Western Heritage
Project in any way, and LEVI's forever waives any claims of any kind whatsoever, should the City
proceed with water related projects. LEVI's agrees that it will coordinate with the City, its agents
and representatives and will design any and all improvements in such a manner that they will not
conflict with future water projects. In the event a City water project does conflict with an
improvement made by LEVI's, LEVI's will remove the said improvement at LEVI's sole cost.
LEVI's also acknowledges that the City may develop the Lands for other governmental or
Western Heritage Project Page 8 of 17
proprietary projects. LEVI's agrees that such projects will not interfere with the Western Heritage
Project in any way, and LEVI's forever waives any claims of any kind whatsoever, should the City
proceed with governmental or proprietary projects. If the City does develop water or other
governmental or proprietary projects, the parties may negotiate in good faith for a license of reduced
acreage if, in the City's sole determination, such arrangement is not inconsistent with any City
projects or purpose. In the event the City develops the Lands for a water project or any other
governmental or proprietary project, LEVI's agrees he will not contest any such project to any third
party, including but not limited to any regulatory agency or court -of -law.
ARTICLE VI
Maintenance and Repair
Section 6.01. Maintanance and Duty to Repair. At all times during the tern of this
Agreement, LEVI's shall keep and maintain, or cause to be kept and maintained, all buildings and
improvements, located on the Lands, and any landscaping, in a good state of appearance and repair.
ARTICLE VII
Insurance, Indemnity and Release
Section 7.01. Indemnity and Release. LEVI'S SHALL INDEMNIFY AND HOLD
HARMLESS, TO THE FULLEST EXTENT PERMITTED BY LAW, THE CITY, AND CITY'S
RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS FROM
AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS OR LIABILITIES, OF ANY
KIND OR NATURE, WHICH ARISE DIRECTLY OR INDIRECTLY, OR ARE RELATED TO,
IN ANY WAY, MANNER OR FORM, THE ACTIVITIES CONTEMPLATED HEREUNDER,
LEVI'S OCCUPATION OF THE LANDS OR OTHER CITY OWNED LANDS, OR THE
OMISSION OF THE ACTIVITIES CONTEMPLATED HEREUNDER, INCLUDING, BUT NOT
LIMITED TO, LOSSES, DAMAGES, CLAIMS OR LIABILITIES ARISING FROM OR
Western Heritage Project Page 9 of 17
RELATED TO, IN ANY WAY, MANNER OR FORM, THE ACT OR OMISSION OF THIRD
PARTIES AND/OR CAUSED OR CONTRIBUTED TO, IN ANY WAY, MANNER OR FORM,
BY THE NEGLIGENCE, OF ANY TYPE OR DEGREE, OR FAULT OF CITY, ITS
RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS. LEVI'S
FURTHER COVENANTS AND AGREES TO DEFEND ANY SUITS OR ADMINISTRATIVE
PROCEEDINGS BROUGHT AGAINST THE CITY AND/OR THE CITY'S RESPECTIVE
OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS ON ACCOUNT OF ANY
SUCH CLAIM, AND, WITHOUT LIMITING THE INDEMNITY PROVIDED HEREIN, TO PAY
OR DISCHARGE THE FULL AMOUNT OR OBLIGATION OF ANY SUCH CLAIM
INCURRED BY, ACCRUING TO, OR IMPOSED ON THE CITY, OR THE CITY'S
RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS, AS
APPLICABLE, RESULTING FROM ANY SUCH SUITS, CLAIMS, AND/OR
ADMINISTRATIVE PROCEEDINGS OR ANY MATTERS RESULTING FROM THE
SETTLEMENT OR RESOLUTION OF SAID SUITS, CLAIMS, AND/OR ADMINISTRATIVE
PROCEEDINGS. IN ADDITION, LEVI'S SHALL PAY TO THE CITY, THE CITY'S
RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS, AS
APPLICABLE, REASONABLE AND NECESSARY ATTORNEYS FEES INCURRED BY SUCH
PARTIES IN ENFORCING LEVI'S INDEMNITY IN THIS SECTION.
THE CITY, AND ITS RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS
AND AGENTS, SHALL NOT BE LIABLE, AND LEVI'S HEREBY RELEASES THE CITY,
AND ITS RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND AGENTS,
FOR, FROM AND/OR AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS OR
LIABILITIES TO LEVI'S, ON ANY THEORY OF LEGAL LIABILITY, INCLUDING, BUT NOT
LIMITED TO THE NEGLIGENCE, OF ANY TYPE OR DEGREE, OR FAULT, OF THE CITY,
Wcstem Heritage Project Page 10 of 17
AND/OR ARISING FROM OR RELATED TO, IN ANY WAY, MANNER OR FORM, THE
UNENFORCEABILITY OR VOIDANCE, FOR ANY REASON, OF ALL OR ANY PART OF
THIS AGREEMENT.
THE INDEMNITY AND RELEASE PROVIDED HEREIN SHALL SURVIVE THE
TERMINATION OR VOIDANCE OF THIS AGREEMENT.
Section 7.02. Insurance. LEVI's shall procure and cant', at his cost and expense through the
life of this Agreement and any extensions, insurance protection as hereinafter specified, in form and
substance satisfactory to the City, carried with an insurance company authorized to transact business
in the State of Texas, covering all foreseeable aspects and operations in connection with this
Agreement, including, but not limited to, all aspects, operations and/or occurrences to which LEVI's
has indemnified the City. A Certificate of Insurance specifying each and all coverages shall be
submitted to the City prior to the execution of this Agreement, except as it relates to the required
Building Risk Insurance, of which said Certificate shall be submitted no later than fifteen (15) days
prior to the commencement of construction activities. LEVI's shall provide to the City proof of the
below described insurance on or before fourteen (14) days prior to the expiration date of each
expiring policy, and cause each required policy to require the insurer to (i) give notice to the City, as
specified herein, of termination of any such policy sixty (60) days before such termination is to be
effective; and (ii) contain a waiver of any and all of the insurer's rights to subrogation that any such
insurer or insurers may acquire by virtue of payment of any loss under such insurance.
A. Comprehensive General Liability Insurance, LEVI's throughout the period described above,
and all contractors hired by LEVI's to perform work at any site on the Lands, throughout the
course of the job, shall maintain comprehensive general liability insurance, with limits of
$1,000,000.00 combined single limit in the aggregate and per occurrence. The City shall be
named as a primary additional insured in such policy.
B. Worker's Compensation Insurance. LEVI's, throughout the period described above, and all
contractors hired by LEVI's to perform work at any site on the Lands, throughout the course
Western Heritage Project Page 11 of 17
of the job, shall elect to obtain workers' compensation coverage pursuant to Section 406.002
of the Texas Labor Code. Further, LEVI's shall comply with all provisions of Title 5 of the
Texas Labor Code to ensure that all contractors hired by LEVI's to perform work at any site
on the Lands, and LEVI's maintain said coverage. Any termination of workers'
compensation insurance coverage by LEVI's or all contractors hired by LEVI's to perform
work at any site on the Lands shall be a material breach of this contract. LEVI's may
maintain Occupational Accident and Disability Insurance in lieu of Workers' Compensation;
however, all contractors hired by LEVI's to perform work at any site on the Lands shall
comply as above. In either event, the policies must be endorsed to include a waiver of
subrogation in favor of the City of Lubbock.
Employer's Liability with limits of at least $500,000 each accident, $500,000 by disease
policy limits, and $500,000 by disease each employee shall also be obtained and maintained
by LEVI's throughout the period described above; and by all contractors hired by LEVI's to
perform work at any site on the Lands throughout the course of the job.
C. Builder's Risk Insurance. LEVI's and/or its contractor(s) shall have Builder's Risk Insurance
in the amount of one hundred percent (100%) of the prices of each contract relating to the
construction activities contemplated in Article II, above, and the insurance shall name the
City as an additional insured.
Insurance requirements shall be reviewable by the City every five (5) years, and the parties agree
coverage requirements may be increased consistently with City-wide coverage policies.
ARTICLE VIII
Warranties, Covenants and Representations of LEVI's
Section 8.01. Power. LEVI's has the authority to enter into and perform this Agreement and
all activities contemplated hereby.
ARTICLE IV
Miscellaneous
Section 9.01. Nothing herein shall limit LEVI's and City from agreeing to use adjoining City
lands for limited purposes, such as a cattle drive to City owned pens and facilities as part of a
Western Heritage event. Provided however, such use shall be scheduled through the City, delegated
for purposes of this Agreement to the Water Utility Director or his or her designee, at least ninety
Western Heritage Project Page 12 of 17
(90) days in advance, shall in no manner intervene or interrupt the City's sewage effluent operations,
and shall comply with all requirements of law and regulations.
Section 9.02. Notice. Any notice required or permitted to be given herein must be given in
writing and must be personally delivered, delivered by telephone facsimile, or mailed by prepaid
certified or registered mail to the party to whom such notice or communication is directed at the
address of such party as follows:
City:
LEVI's:
City Manager Mark Luchsing r
P.O. Box 2000
Lubbock, Texas 79457 01- 2CI- ,57Q.
Telephone: (806) 775-2235 Telephone: Lei 7X and
Fax: (806) 775-3240 Fax: s' s � a
046d
Any such notice or other communication shall be deemed to have been given (whether
actually received or not) on the date it is personally delivered or delivered by telephonic facsimile,
or, if mailed, on the third day, after it is mailed as aforesaid. Any party may change its address for
purposes of this Agreement by giving notice of such change to all other parties pursuant to this
Section 9.02.
Section 9.03. Assfenment/Sublet. This license is personal to LEVI's. LEVI's shall not
assign or sublet this license. Any attempt to assign or sublet this license shall terminate the license
granted herein.
Section 9.04. Cam. Unless otherwise provided herein or required by law and/or local
ordinance, charter or code, any action required or permitted to be taken by "the City", shall be taken
by the City Manager of the City of Lubbock or any party designated by him or her.
Western Heritage Project Page 13 of 17
Section 9.05. Relationship to Parties. The relationship between the City and LEVI's is at
all times solely that of license and licensee, and may not be deemed, in any event, a partnership or a
joint venture.
Section 9.06. Compliance with Applicable Law. LEVI's shall comply with all applicable
federal, state and local rules, regulations, statutes, laws and ordinances governing, in any way,
manner or form the construction activities contemplated herein, the operation of the Western
Heritage Project, the occupation of the Lands, and/or any other aspect of the activities described in or
contemplated by this Agreement.
Section 9.07. LEVI's acknowledges that this License is subject to and is subordinate to the
City's disposal of sewage effluent at the Lubbock Land Application Site (LLAS), including
requirements of the Texas Commission on Environmental Quality, the Environmental Protection
Agency, the City of Lubbock and other State and Federal regulatory authorities having jurisdiction,
and any water project or other projects of a governmental or proprietary nature. It is expressly
agreed and understood by LEVI's that in the event of a conflict between the operation of the LLAS
for disposal of sewage effluent or any water project or other project of a governmental or proprietary
nature and for purposes of this license, the City will give priority to the requirements of sewage
disposal, water, governmental or proprietary projects.
Section 9.08. Texas Law/Venue. This Agreement is to be construed under Texas law and
applicable federal law, without regard to conflict of law rules that would direct application of the
laws of any other jurisdiction, and all obligations of the parties created by this Agreement are
performable in Lubbock County, Texas. Venue for any action brought pursuant to this Agreement,
or any activity contemplated hereby, shall lie exclusively in Lubbock County, Texas.
Section 9.09. Partial Invalidity. Except as otherwise provided herein, if any one or more of
the provisions contained in this Agreement arc for any reason held to be invalid, illegal, or
Westem Heritage Project Page 14 of 17
unenforceable in any respect, the invalidity, illegality, or unenforceability will not affect any other
provision of this Agreement, which shall be construed as if it had not included the invalid, illegal or
unenforceable provision.
Section 9.10. Aereements Superseded. This Agreement constitutes the parties' sole
agrecment and supersedes any prior understandings or written or oral agreements between the parties
with respect to the subject matter hereof.
Section 9.11. Amendment. No amendment, modification, or alteration of this Agreement is
binding, unless in writing, dated subsequent to the date of this Agreement, and duly executed by the
parties.
Section 9.12. Exhibits. The Exhibits which are referenced in, and attached to this
Agreement, are incorporated in and made a part of this Agreement for all purposes.
Section 9.13. Captions. Section captions are for convenience only and shall in no way
affect the interpretation of this Agreement.
Section 9.14. License Agreement. The intent of this Agreement is to grant a license to
LEVI's to utilize the Lands solely for the purposes described herein. This license is terminable per
the terms of this Agreement, at will or for failure to comply with any term or condition herein. This
Agreement shall not be construed, in any way, manner or form, as a lease of the Lands or as
conveying to LEVI's any interest in the real property comprising the Lands.
Westem Heritage Project Page 15 of 17
EXECUTED and effective as of the date of the execution by the City of Lubbock.
CITY OF LUBBOCK, TEXAS
AC LMcDO rOR
ATTEST:
Retie a Garza, City Secretary
APPROVED AS TO CONTENT:
om Adams, Deputy City Manager
APPROVED AS TO FORM:
vAl I z �~ diet C
Anita E. Burgess, City Attorney
ml/Anita/luchsinger.Agttement-rdln accept
December 21, 2005
LEVI's TERRACE LTD.
BY: dill --� 61--
Name. Mark uc sin er
Title: pins; 'AAy %
Westem Heritage Project Page 16 of 17
Resolution No. 2012-RO102
Resolution No. 2006-R0022
EXHIBIT "A"
LAND APPLICATION SITE
LAND LICENSE — LUCHSINGER
Approximately 255 acres out of Section 9 and Section 10, Block S,
Lubbock County, Texas; land acquired by the City of Lubbock from
Frank Gray and Imogene Grey through deed filed for record in
Volume 2318, Page 73, filed for record on September 30, 1986 in the
Official Real Property Records of Lubbock County, Texas. Said 255
acres is located in the southern portion of Section 9 and 10, Block S,
and is described as ranchland for livestock grazing.
ram= m
ACOR-Dt. CERTIFICATE OF LIABILITY INSURANCE
DATE(MAYDOJYYYY)
1/9 2006
PRODUCER (713) 541-7272 FAX (713) 772-5224
Insgroup, Inc.
3131 W. Alabama, Suite 200
Houston TX 77098
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY ANUPON THE
HOLDER. THISONFERS CERTIFICATERIGHTS DOES NOT AMEND, CEXTENDATE R
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
NAIC 0
INSURED
Levi's Terrace, Ltd.
2602 82nd St
Lubbock TX 79423
INFRA Penn -American Insurance
INSURERB:
INSURER C.
IN R R :
INSURERE:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY
REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CEffIFICATE MAY BE ISSUED OR MAY PERTAIN,
THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN LS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.
AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
ADIrL
NSRO
TYPE tNsuRArNar
POLICY NUMBER
POLICY EE�FECiTi/E
DATE MNANOO/YY).
POLICY EXPIRATION
DATE MMlD
UIWITT9
A
GENERAL LUWL(TY
%t COMMERCIALGEMF44LLIABILITY
CLAuaSMADE ®occuR
PAC8538025
10/14/2005
10/14/2006
OCCURRENCE
E 1,000,000
op'
E 100,000
IAEDEXP om Ron,
5 5,000
P�RSCNAL6ADVINJURY
5 1,000,000
GENERAL AG REGATE
E 2,000,000
GENT. AGGREGATE
ppLIMIT APPUESPER:
X POLICY JET LOC
PR .COM IOPAGG
E Included
AUTOMOBILE
LIABILITY
ANY ALTO
ALL OWNED ALTOS
SCHEDULED AUTOS
HIRED AUTOS
NON-OWNEDAUTOS
COMBINED SINGLE OMIT
(Ea melde't)
E
BODILY INJURY
(Prpwam)
E
BODILY INJURY
(Parawiderd)
E
PROPERTY DAMAGE
(P.ramfdent)
E
GARAGE LIABILITY
ANYAAUTO
AU TO ONLY• EA ACCIDENT
5
OTkM THAN FA ACC
MLTG ONLY: AGO
5
S
EXCESBNNBRELIA LIABILITY
OCCUR El CLAIMS MADE
DEDUCTIBLE
RETENTION S
EACH OCCURFUDOM
E
AGGREGATE
5
5
E
E
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
ANY PROPPoETOWPARTNEWFIIECUTIVE
OFFICERANEAABER EXCLUDED?
It yea. d"Cit a undar
SPECIAL PROVISIONS Dabw
;TURY A TS
E.L. EACH ACCIDENT
E
EL bt8F13E • EA EMPLOYEE
$
EL DISEASE . POUCY UMT
S
oTHNsI
DESCRIPTION OF OPERATIONftccATIONWVMCLESIDfCLUMNS ADDED BY ENDORSEMENT/SPECIAL PROVIS101d8
RR' Vacant Land, 255 acres out of ration 0 and Section 10, Block 2, Lubbock County, Texas.
INSURED COPY
SHOUta ANY OF THE ABOVE 013CRIBM POLICIES so cANCemw BEFORE THE
OMPLA71CN DATE THEREOF, THE ISSUINo RNSURER WILL ENDEAVOR TO MALL
10 nAYa wwrrEN Noma TO THE CERT w.ATE HOLOQt NAmw To TIC LEFT, YUT
FAILURE TO 00 90 S14ALL 111005E NO OIfLIGAMON QL L.IAB)LM OF ANY IOID UPON THE
AUTHORIZED RPRESENTATWS
)ay Gamtenhaber/WK
.,.. _ — IwV live) O ACORD C0QPc►taA-"nf1" •�--
POPICMated v= FinePrint pdfFactory trial'verctY+ '1%%�"*a��-�
Resolution No. 2012—RO102
Resolution No. 2010-RO566
November 15, 2010
Item No. 5.3
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK-
THAT the Mayor of the City of Lubbock is hereby authorized and directed to
execute for and on behalf of the City of Lubbock, a Cash Farm Lease Agreement, by and
between the City of Lubbock and Kim Sherrod, and related documents. Said Agreement
is attached hereto and incorporated in this resolution as if fully set forth herein and shall
be included in the minutes of the City Council.
Passed by the City Council on November 15, 2010
TOM MARTIN, MAYOR
ATTEST:
. (-Q, 4,0" - -5�(
Rebe a Garza, City Secre
APPROVED AS TO CONTENT:
" a. Ld
Marsha Reed, P.E., Chief Operation officer
Dave Booher, Right -of -Way Agent
APPROVED AS TO FORM:
Chad Weaver, Assistant City Attorney
vwxcdocs/RES.Agreement-Kim Sherrod
September 21, 2010
EXHIBIT
Resolution No. 2012-RO102
Resolution No. 2010-RO566
Coutract: 9768
CASH FARM LEASE AGREEMENT
THE STATE OF TEXAS
COUNTY OF LUBBOCK §
This Cash Farm Lease Agreement ("Lease") is entered into this 15th day of
November , 2010, by and between the CITY OF LUBBOCK, a Home Rule Municipal
Corporation, in Lubbock County, Texas, hereinafter called "Lessor", and - Kim Sherrod,
hereinafter called "Lessee."
1. Term/Property. The term of this Lease shall commence on the date of execution
hereof, and Lease shall expire on December 31, 2011, unless terminated earlier as provided in
this Lease. The following lands and premises located in Lubbock County, Texas are made
subject to this Lease:
Approximate 100 acre tract of land out of Section 12, Block B, Lubbock
County, Texas, and more specifically described in Exhibit "A" aaached
hereto.
2. Rent. Upon final execution of this Lease, Lessee will pay rent to Lessor an amount
equal to FORTY-ONE NO/100 DOLLARS ($41.00) per acre, in a form acceptable to Lessor.
The parties agree that the amount due at the inception of this Lease shall be FOUR THOUSAND
ONE HUNDRED N0/100 DOLLARS ($4,100.00). All monies due, including rent, shall be
payable to:
Attn: Dave Booher, Property Manager
City of Lubbock
P.U. Box 2000
Lubbock, TX 79457
3. Covenants by Lessee. Lessee agrees and covenants as follows:
(a) To prepare, plant, and cultivate all tillable land in a farmer -like manner in duc
time and season; to keep down all noxious weeds and grasses and prevent
their seeding and spreading with the same precaution that any prudent farmer
would exercise in the care of his own field.
(b) As the crops are gathered from any of the Leased land during the term of this
Lcasc, Lcssec will surrcndcr possession of such portions thereof, so that
Lessor or any future tenant may enter upon the land and prepare it for
cultivation for the following year.
(c) No crops which would not ordinarily be harvested before the termination of
this Lease shall be planted without the consent of the Lessor in writing signed
by the City Manager of Lubbock, Texas, or her designee, and any crops
growing on said property in violation of this provision shall revert to Lessor as
its property, together with any plowing or other work done by Lessee without
the written consent of Lessor.
(d) Lessee agrees and covenants to keep all fences, windmills, buildings, wells,
and other improvements if applicable in as good condition as they were at the
time he received possession of the property, usual wear and tear, injury or
damage by fire not the result of the negligence of Lessee or his agents, and
acts of God excepted. If the buildings, as applicable, are destroyed or so
damaged that they cannot be repaired except by substantially rebuilding them,
Lessee shall be under no obligation to rebuild or repair the buildings. No
alterations in buildings or improvements if applicable shall be made without
the written consent of Lessor, it being agreed that any improvements placed
upon the property shall become the property of the Lessor and shall not be
removed by Lessee.
(e) At the end of the Lease term, or as otherwise provided herein, Lessee agrees
to give peaceable possession of the Leased premises to Lessor.
(f) It is agreed and understood that should Lessor enter upon said premises and
make any improvements, the Lessee shall be entitled to such reasonable
amount of compensation for damages suffered directly by him that resulted
from such action by the Lessor.
(g) Lessee will not allow the dumping of trash, debris, junk, oil, gas, chemicals or
any foreign substance on the property.
(h) Lessee shall comply with all federal, state and local laws and regulations,
including but not limited to, all Texas Commission on Environmental Quality
(TCEQ) regulations concerning irrigation, fertilizer and chemical use.
4. Covenants by Lessor and Lessee. Lessor and Lessee agree and covenant as follows:
(a) In case of sale of said premises during the occupancy of Lessee hereunder and
if the purchaser desires possession, Lessee agrees to surrender the same at
once. In such a case, payment for crop damages shall be made to Lessee by
Lessor after the crop harvest, for the crop acreage damaged or rendered
unusable. Crop damages will be determined on a pro-rata basis by the Lessor,
based on the amount of crops harvested on the undamaged balance of the tract
and the average price per pound, or bushel, as the case may be, received by
Lessee from a bona fide purchaser, no later than December 31, 2011, for such
balance of the crops harvested.
2
(b) If the land covered by the contract be occupied by anyone other than Lessee at
the time that he is taking possession, and the occupant refuses to deliver
possession, then Lessor will use diligence to obtain possession as soon as it
can be done, but if Lessor is delayed or defeated in gaining possession, Lessor
shall not be liable to Lessee for any damages occasioned by Lessor's delay or
failure to gain possession.
(c) This Lease is made subject to all existing easements and all rights under
mineral deeds and Leases heretofore granted or assigned and recorded in the
records of Lubbock County and subject to the right of Lessor to develop and
explore for oil, gas or other minerals on said Land.
(d) At any time after thirty (30) days written notice to Lessee, Lessor may enter
upon the property, or any part thereof and may repossess the same and expel
the said Lessee, and those claiming under him and remove his effects, %N�thout
being taken or deemed guilty of any manner of trespass; provided that Lessee
shall be entitled to a reasonable amount of compensation of expenses incurred
by him for the production of crops prior to the date of delivery of said written
notice by Lessor.
5. Default. In the event Lessee or Lessee's agents violate any covenant in this
Lease or any applicable federal, state, or local laws; or if Lessee abandons the
property, in the sole determination of Lessor, then Lessor's representative may
give Lessee a written notice of default; Lessee shall then be entitled to twenty (20)
days in which to cure the default. In the event Lessee fails to cure the default then
Lessor shall have the option to immediately terminate this Lease and Lessee shall
have no further right to the property, or proceeds or crops therefrom. In the event
Lessor shall waive any default in any covenant contained in this Lease, such
waiver shall not be deemed to be a waiver of any other default.
6. Notice. All notices to be given under this agreement shall be given by certified
mail or registered mail, addressed to the proper party, at the following addresses:
Lessor
City of Lubbock
Attn: Property Manager
Box 2000
Lubbock, Texas 79457
Lessee
Kim Sherrod
1908 N FM 1729
Lubbock, Texas 79403
7. Time of the Essence. The parties hereto agree that TIME IS OF THE ESSENCE
with respect to the performance of all terms, conditions, obligations, and
covenants of this Lease agreement.
3
S. Insurance. Farm/Ranch Owners' Liability Insurance. Lessee shall have
Farm/Ranch Owners' Liability Insurance with limits of $500,000 combined single
limit in the aggregate and per occurrence. The Lessor shall be named as an
additional insured in such policy.
LESSEE:
a
�— N�
By: 1
Kim Sherrod
1908 N FM 1729
Lubbock, TX 79403
Chad/Cash Farm [case Agrmnt-Kim Sherrod
9/21110
LESSOR:'
By:
TOM MARTIN, MAYOR
ATTEST:
Rebe ca Garza, City Secretary
APPROVED AS TO CONTENT:
n1a,4,01 Ad
Marsha Reed, P,E., Chie Operation Officer
ocj- an o 12a2;
Dave Booher, Right -of -Way Agent
APPROVE JAS TO FORM:
Chad Weaver, Assistant City Attorney
rl
No Text
Resolution No. 2012-RO102
Kesolution No. 2010-RO259
June 10, 2010
Item No. 5.5
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE' CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock B and is hereby authorized and
directed to execute for and on behalf of the City o Lubbock, a Cash Farm Lease
Agreement, by and between the City of Lubbock and Richard Adams, and all related
documents. Said Agreement is attached hereto and ine rporated in this Resolution as if
fully set forth herein and shall be included in the minutes of the Council.
Passed by the City Council on
ATTEST:
Rebec a Garza, City Secretary
APPROVED AS TO CONTENT:
m7xz Lid
Marsha Reed, P.E., Chief Operation Officer
Z22Z,
Dave Booher, Right -of -Way Agent
APPROVED AS TO FORM:
Chad Weaver, Assistant City Attomey
Res -Cash Farm Lease. Richard Adams
411 lu
June 10,12010
l �I
TOM MAR 1N, MAYOR
S.E. WATER RECLAMATION
EXHIBIT
Resolution No. 2012—RO102
Resolution No. 2010—RO259
Contract: 9576
CASH FARM LEASE AGREEMENT
THE STATE OF TEXAS
COUNTY OF LUBBOCK
This Cash Farm Lease Agreement ("Lease") is entered into this loth day of
June , 2010, by and between the CITY OF LUBBOCK, a Home Rule Municipal
Corporation, in Lubbock County, Texas, hereinafter called "Lessor", and Richard Adams,
hereinafter called "Lessee."
1. Term/Property. The term of this Lease shall commence on the date of execution
hereof, and Lease shall expire on December 31, 2010, unless terminated earlier as provided in
this Lease. The following lands and premises located in Lubbock County, Texas are made
subject to this Lease:
45.04 acre tract of land out of Section 2, Block B, Lubbock County, Texas,
and more specifically described in Exhibit "A" attached hereto.
2. Rent. Upon linal execution of this Lease, Lessee will pay rent to Lessor an amount
equal to TEN AND NO/100 DOLLARS ($10.00) per acre, in a form acceptable to Lessor. The
parties agree that the amount due at the inception of this Lease shall be FOUR HUNDRED
FIFTY 40/100 DOLLARS ($450.40). All monies due, including rent, shall be payable to:
Attn: Dave Booher, Property Manager
City of Lubbock
P.O. Box 2000
Lubbock, TX 79457
3. ` jvenants by Lessee. Lessee agrees and covenants as follows:
(a) To prepare, plant, and cultivate all tillable land in a farmer -like manner in due
time and season; to keep down all noxious weeds and grasses and prevent
their seeding and spreading with the same precaution that any prudent farmer
would exercise in the care of his own field.
(b) As the crops are gathered from any of the Leased land during the term of this
Lease, Lessee will surrender possession of such portions thereof, so that
Lessor or any future tenant may enter upon the land and prepare it for
cultivation for the following year.
(c) No crops which would not ordinarily be harvested before the termination of
this Lease shall be planted without the consent of the Lessor in writing signed
by the City Manager of Lubbock, Texas, or her designee, and any crops
growing on said property in violation of this provision shall revert to Lessor as
its property, together with any plowing or other work done by Lessee without
the written consent of Lessor.
(d) Lessee agrees and covenants to keep all fences, windmills, buildings, wells,
and other improvements if applicable in as good condition as they were at the
time he received possession of the property, usual wear and tear, injury or
damage by fire not the result of the negligence of Lessee or his agents, and
acts of God excepted. If the buildings, as applicable, are destroyed or so
damaged that they cannot be repaired except by substantially rebuilding them,
Lessee shall be under no obligation to rebuild or repair the buildings. No
alterations in buildings or improvements if applicable shall be made without
the written consent of Lessor, it being agreed that any improvements placed
upon the property shall become the property of the Lessor and shall not be
removed by Lessee.
(e) At the end of the Lease term, or as otherwise provided herein, Lessee agrees
to give peaceable possession of the Leased premises to Lessor.
(f) It is agreed and understood that should Lessor enter upon said premises and
make any improvements, the Lessee shall be entitled to such reasonable
amount of compensation for damages suffered directly by him that resulted
from such action by the Lessor.
(g) Lessee will not allow the dumping of trash, debris, junk, oil, gas, chemicals or
any foreign substance on the property.
d. Covenants by Lessor and Lessee. Lessor and Lessee agree and covenant as follows:
(a) In case of sale of said premises during the occupancy of Lessee hereunder and
if the purchaser desires possession, Lessee agrees to surrender the same at
once. In such a case, payment for crop damages shall be made to Lessee by
Lessor after the crop harvest, for the crop acreage damaged or rendered
unusable. Crop damages will be determined on a pro-rata basis by the Lessor,
based on the amount of crops harvested on the undamaged balance of the tract
and the average price per pound, or bushel, as the case may be, received by
Lessee from a bona fide purchaser, no later than December 31, 2010, for such
balance of the crops harvested.
(b) If the land covered by the contract be occupied by anyone other than Lessee at
the time that he is taking possession, and the occupant refuses to deliver
possession, then Lessor will use diligence to obtain possession as soon as it
can be done, but if Lessor is delayed or defeated in gaining possession, Lessor
shall not be liable to Lessee for any damages occasioned by Lessor's delay or
failure to gain possession.
2
(c) This Lease is made subject to all existing easements and all rights under
mineral deeds and Leases heretofore granted or assigned and recorded in the
records of Lubbock County and subject to the right of Lessor to develop and
explore for oil, gas or other minerals on said Land.
(d) At any time after thirty (30) days written notice to Lessee, Lessor may enter
upon the property, or any part thereof and may repossess the same and expel
the said Lessee, and those claiming under him and remove his effects, without
being taken or deemed guilty of any manner of trespass; provided that Lessee
shall be entitled to a reasonable amount of compensation of expenses incurred
by him for the production of crops prior to the date of delivery of said written
notice by Lessor.
5. Default. In the event Lessee or Lessee's agents violate any covenant in this
Lease or any applicable federal, state, or local laws; or if Lessee abandons the
property, in the sole determination of Lessor, then Lessor's representative may
give Lessee a written notice of default; Lessee shall then be entitled to twenty (20)
days in which to cure the default. In the event Lessee fails to cure the default then
Lessor shall have the option to immediately terminate this Lease and Lessee shall
have no further right to the property, or proceeds or crops therefrom. In the event
Lessor shall waive any default in any covenant contained in this Lease, such
waiver shall not be deemed to be a waiver of any other default.
6. Notice. All notices to be given under this agreement shall be given by certified
mail or registered mail, addressed to the proper party, at the following addresses:
Lessor
City of Lubbock
Attn: Property Manager
Box 2000
Lubbock, Texas 79457
Lessee
Richard Adams
7327 East FM 40
Lubbock, Texas 79407
7. Time of the Essence. The parties hereto agree that TIME IS OF THE ESSENCE
with respect to the performance of all terms, conditions, obligations, and
covenants of this Lease agreement.
8. Insurance. Farm/Ranch Owners' Liability Insurance. Lessee shall have
Farm!Ranch Owners' Liability Insurance with limits of $500,000 combined single
limit in the aggregate and per occurrence. The Lessor shall be named as an
additional insured in such policy.
3
LESSEE: �
By: _-
Richard Adams
7327 East FM 40
Lubbock; TX 79407
vcr�xue ilencuhural Agrmnt-Richard Ad uns
d1'26110
LESSOR:
By: oE�s
TOM MARTIN, MAYOR
ATTEST:
-3-)�c-
Rebe ca Garza, City Secretary
APPROVED AS TO CONTENT:
a-Z Ld
Marsha Reed, P.E., Chief Operation Officer
ZErow 1611'11-�
Dave Booher, Right -of -Way Agent
APPROVED IASTO FORM:
Chad Weaver, Assistant City Attorney
. WILSON SURVEYING CO., INC.
Registered Professional Land Surveyors
Global Positioning System Surveyors
TEXAS - NEW MEXICO - ARIZONA - NEVADA e UTAH
Page 3 of 3
Notes:
1. Bearings are based on Lambert Grid, NAD83, Texas North Central Zone,
Section 2, Block B as being S 1046'50" W
2. Distances shown are surface values.
3. Surveyed on the ground February 23,25-26, 2010
4. A survey plat of even date herewith accompanies this legal description.
OF 't
GaryD. Wilso
Registered Professional Land SurveyQt;,"
a.a..
..
�3c�AY 0,WILSON
No. 4239 State of Texas
.••••""logo"""""'
jIM
Date:
with the West line of
Fb.#467 Pg.27-28 #37,025
(806) 792-4731 • Fax (806) 792-1646.3330 70th Street, Suite 201 • Lubbock, Texas 79413
LIM -Im
j %will
o, nl4k ,41q q
I kk