AF'F'RUUHI_ Ui= LETTE(t Of= IM~EN f RGREEMENT 4JIl-I~-I l..f_hri~ ~Rl~~;i Far~li:r CfiF1F IS I~-UUNU{~al :(C7tJ fin this the ~_6{;tr d:~.y o1= F~-rg~_{sty t=k~k3c:, ~-spoil mot :ion made Cry Ccrmmi.=__sior-~er Baldwin' seconded by C:urnmissianer L-et'i, tt~e Ccn-art i-rnanimo~-illy approved by a vote of 4-0-~, ti°.e Letter aP .[nl:ent w:iti-~ regame„ COMMISSIONERS' COURT AGENDA REQUEST PLEASE F[iRNISH ONE ORIGINAL AND NINE COPIES OF THIS REQUEST AND DOCUMENTS TO BE REVIEWED BY THE COURT. MADE BY: Jonathan Letz OFFICE: Commissioners' Court MEETING DATE: August 26, 2002 TIME PREFERRED: SUBJECT: (PLEASE BE SPECIFIC) Consider and discuss proposed letter of intent agreement with Texas Arts and Crafts Foundation. EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON) NAME OF PERSON ADDRESSING THE COURT: ESTIMATED LENGTH OF PRESENTATION: IF PERSONNEL MATTER -NAME OF EMPLOYEE: Commissioner Pct. #3 Time for submitting this request for Court to assure that the matter is posted in accordance with Title 5, Chapter 551 and 552, Govermnent Code, is as follows: Meeting scheduled for Mondays: THIS REQUEST RECEIVED BY: THIS REQUEST RECEIVED ON: 5:00 P.M. previous Tuesday. L All Agenda Requests will be screened by the County Judge's Office to determine if adequate information has been prepazed for the Court's formal consideration and action at time of Court Meetings. Your cooperation will be appreciated and contribute towazds you request being addressed at the earliest opportunity. See Agenda Request Rules Adopted by Commissioners' Court. .-. NON-BINDING LETTER OF INTENT AUGUST 15th 2002 To: County Commissioners of Ken County, Texas Re: Proposed Lease of land described in a Deed from the Texas Hill Country Development Foundation Incorporated to Kerr County, Texas, described in that certain Deed dated August 30, 1955 and being recorded in the Deed Records of Kerr County, Texas, a copy of which is attached as Exhibit "A". The land to be leased is outlined on a sketch attached as Exhibit "B" (the "Property"). Gentlemen: This letter is being delivered to you to outline the basis upon which the Texas Arts and Crafts Educational Foundation ("Lessee") will enter into a Lease (the "Lease") for the purpose of leasing the above described property (the "Property"). This letter is intended to reflect the general intent of the parties and to confirm certain non-binding understandings with respect to the .-. Property. PART A. Within forty-five (45) days after full execution of this Non-Binding Letter of Intent, Lessee and Kerr County Texas ("Lessor") shall negotiate to reach a mutually satisfactory Contract, which shall address in more detail the terms set forth in this letter and such other terms as aze agreed upon by Lessee and Lessor. The contract shall include, without limitation, the following terms: 1) Term. This lease shall be for a term of twenty (20) years commencing on the 1st day of October, 2002 and unless sooner terminated under the other provisions hereof, ending on the 30th day of September, 2052 renewable for one additional lease period of twenty (20) years. 2) Rental & Fees. Lessee agrees to pay Lessor as rental for the leased premises the sum of One Dollar and No/100 ($1.00) per year and 25% of the profits from the event park operations. Page 1 of 4 3) Permitted Uses. It is agreed that the leased premises will be used as a year round event park to attract, promote and encourage commerce through tourism and related businesses and to provide a permanent location for the Official Texas State Arts and Crafts Fair. 4) Maintenance Repairs. Lessee shall have the full use of all improvements. Lessee agrees to provide all improvements at its sole cost and expense. Lessee agrees not to remove, destroy or change the location of any fences or other improvements situated on the Leased Premises, without the prior written consent of Lessor. All permanent improvements constructed by Lessee on the Leased premises, during the term of this Lease, shall become a part of the Leased premises and may not be removed there from. It is understood that temporary portable improvements or other items of personal property designed to be moved or transported placed on the Leased premises by Lessee, maybe removed by Lessee at the termination of this Lease. 5) Indemnification of Lessor for Acts Under Lessee's Control. Lessor shall .~. not be liable to Lessee or Lessee's employees, agents, visitors or any other person for any injury to person or damage to property on or about the Leased premises caused by Lessee, its agents, servants, or employees, or by any guest or any other person entering upon the Leased Premises upon the invitation of Lessee. 6) Peaceable Possession. Lessee shall lawfully and peaceable have and occupy the Leased Premises during the term of this Lease. 7) Events of Default. The following events shall be deemed to be "events of default" by Lessee under this Lease: (i) Lessee shall fail to pay any installment of rent. (ii) Lessee shall fail to comply with, by action or inaction, any term, provision or covenant of this agreement, other than the payment of rent or otherwise provided for in (i) above, and shall not cure such failure within thirty (30) days after written notice thereof to Lessee. 8) Insurance. (a) Liability Insurance. Lessee covenants and agrees that it will at all times during the term of this Lease, or any extension thereof, at Page 2 of 4 .-. Lessee's own expense, maintain and keep in force public liability insurance, adequate to protect Lessor against liability for claims through use of or arising out of accidents occurring in, on or around the Leased premises, in a minimum amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) single limit bodily injury and property damage. Lessee shall provide Lessor with a Certificate of Insurance prior to each lease year naming Lessor as an additional insured. The matters addressed in the above Part A of this letter are merely an expression of the intent of the parties with respect to the Property, and are not intended to be binding upon either Lessee or Lessor. It shall be and remain within the sole discretion of each party whether or not to enter into the Contract, and neither part shall have any liability for failing to do so. B) Binding Aereements. This letter will constitute the legally binding and enforceable agreement of Lessor and Lessee with respect to the matters set forth below only: I) Exclusive Dealines. During the forty-five (45) day period immediately following the execution of this Letter of Intent, Lessor will not enter into an agreement, or commence negotiations, with respect to the lease of the premises of all or any part of the Property to any party other than Lessee. 2) Confidentiality. Lessee and Lessor shall at all times keep this letter and the negotiations and subsequent agreements relating to the property confidential, except (i) to the extent necessary to comply with applicable laws and regulations, and (ii) for consultation with either party's legal counsel or accountants. Any such disclosure to third parties shall indicate that the information is confidential and should be so treated by the third party. No press release or other public disclosure maybe made by either party or any of its agents concerning this letter or the negotiations and subsequent agreements regarding the Property without the prior written consent of the other party. Page 3 of 4 Please execute the enclosed counterpart of this letter to acknowledge your willingness to pursue negotiation of the Contract upon the terms set forth in this letter, and return the executed counterpart to the undersigned. Very Truly Yours, Texas Arts and Crafts Educational Foundation By: R. B. (Bob) Miller Title: Executive Director AGREED: Kerr County Texas .-, By: nn ~~ Title: ~ [SOU-.~~F.. ~~~ Page 4 of 4 _............_.,.... .. ,..,..~r Vol. 161 Pe• 393 ~ 02/16/73 i r i i 3 i 7 ~~ G~ ~~o ~~ Si \ KERR COUNTY ROAD i BRIDGE DEPARTMENT ` ~ ~ `'~~ bA~~s HPPnoc. .. ~~ ,\ i ~` '~ ~ \_ ~~ ,,_ , _,;,.tiIGH~p~ Np , 21 waTER ' STORAdE TANK F ' ~ ~ °~' ~; ~~BE $ . . F!'~ L: l~'~~ REST R ..~.../ ::• 116,ACRES - Tezes N1U Gantry Development Foundation to Kerr County vot. 9b v9. sea oa/3o/ss COMMISSIONERS' COURT AGENDA REQUEST ^ PLEASE FURHISH ONE ORIGINAL AND NINE COPIES OF THIS REQUEST AND DOCUII~NTS TO BE REVIEWED BY THE COURT. MADE BY: OFFICE: MEETING DATE: ~ Z ~' ° z TIME PREFERRED: SUBJECT: (PLEASE BE SPECIFIC) ~/~CuSS/ov ~' ~`" '~'`'2/".C'i~.'~'vC- .(~//~/? Gn~ 1ti'/`~~% ~E.~-3F ~ f i~'!,F'rI nf~ .C,r~n ~,ti ~~u~f~ -z 7. EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON) NAME OF PERSON ADDRESSING THE COURT: ESTIMATED LENGTH OF PRESENTATION: I6-PERSONNEL MATTER -NAME OF EMPLOYEE: NO .. ~i ~-'f ~ i, ,~3~~; ///lea, ~,~er_ T ~ / fk'~i~ ~~~ fl Crk`,J^~I~ F4~K<%I~/e~'e/ ~.vr7.e. /O - /S /~/emu ~ e Time for submitting this request for Court to assure that the matter is posted in accordance with Title 5, Chapter 551 and 552, Government Code, is as follows: Meeting scheduled for Mondays: THIS REQUEST RECEIVED BY: 5:00 P.M. previous Tuesday. THIS REQUEST RECEIVED ON: @ All Agenda,Requests will be screened by the County Judge's Office to determine prepar~,.~or theCourt's formal consideration ,aad action at time of Court . appreciated and co~n'bute towards you request being addressod at the earliest`oppoi Adopted by Comnussioners' Court.