RESOLUTION OF THE BOARD OF DIRECTORS OF
THE BRAZOS RIVER AUTHORITY
JULY 30, 2007
Possum Kingdom Residential Ground
Lease Term and Form
“WHEREAS, the Board of Directors of the Brazos River Authority has adopted a new residential lease rate methodology;
WHEREAS, the Board of Directors of the Brazos River Authority has determined that a reduction in the residential lease term is in the best interest of the Brazos River Authority; and
WHEREAS, the new residential ground lease term and form must be modified in order to reflect such policy changes;
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Brazos River Authority hereby changes the term of the previously-approved Possum Kingdom Residential Ground Lease from 50 years to 20 years with a 10-year extension provision, plus any additional proration due to the Effective Date; and
BE IT FURTHER RESOLVED that the Board of Directors of the Brazos River Authority hereby modifies the Residential Ground Lease Form as follows:
Article I: Modify the first sentence of Section 1.1 to read as follows:
‘The term of this lease is twenty (20) years [Add if applicable: and _____ months], commencing on the Effective Date and expiring at 11:59 p.m., CST, on December 31, 20__ (“Term”), unless this Lease is sooner terminated or extended, as hereinafter provided.’
Add Section 1.2 as follows:
‘1.2 Extension. At the expiration of the Term, which will be December 31, 20__, Lessor agrees to extend this Lease for an additional period of ten (10) years (“Extension”), provided Lessee has faithfully carried out and observed all the conditions and restrictions herein stipulated. Should Lessee desire an Extension, Lessee shall so notify Lessor in writing at least ninety (90) days prior to the expiration date, and upon receipt of such notice, Lessor shall furnish Lessee with written notice of its approval or disapproval of the request and notify Lessee of the amount of the Annual Rent, which shall be established by Lessor in accordance with the Section 2.1 herein.’
Article II: Delete Section 2.1 in its entirety and replace with the following:
‘2.1 Annual Rent. For each calendar year during the Term, Lessee agrees to pay in advance an amount established in accordance with this Section (“Annual Rent”).
For the period beginning January 1, ______ and ending December 31, ______ (the first five year period), Lessee agrees to pay to Lessor as Annual Rent the sum of $__________, which shall be payable annually in advance on or before January 1 of each calendar year.
[Or, if applicable (for prorated leases): For the period beginning on the Effective Date and ending December 31, 20__ (the prorated period), Lessee agrees to pay to Lessor as prorated Annual Rent the sum of $________, which shall be payable on the Effective Date. For the period beginning January 1, ______ and ending December 31, ______ (the first full five year period), Lessee agrees to pay to Lessor as Annual Rent the amount established by the Authority, in its sole discretion, pursuant to the then current methodology in effect at the beginning of the first full five year period, which shall be payable annually in advance on or before January 1 of each calendar year.]
For the five year period beginning January 1, 20___ (the sixth full year of the lease Term) and each five year period thereafter, through the end of the Term (including any extensions), Lessee’s Annual Rent shall be subject to adjustment at the beginning of each five year period, and Lessee agrees to pay to Lessor Annual Rent in the amount established by the Authority, in its sole discretion, pursuant to the then current methodology in effect at the time of such adjustment.
The Annual Rent shall be paid in lawful money of the United States of America, at such place or places as Lessor may from time to time designate. The obligations of Lessee hereunder shall be separate and independent covenants and agreements, and the Annual Rent, Additional Rent (defined below) and all other sums payable by Lessee hereunder shall continue to be payable in all events without deduction or offset.’
Article VI: Add the following to the end of the first sentence before “(“Impositions”)”:
“, and shall reimburse Lessor for any taxes and any additional costs incurred by Lessor in connection with its ownership of the land subject to this lease during the Term”
Article XI: Delete the following language from the last sentence of Section 11.1:
‘under Schedule 2 set forth on Exhibit “B” attached hereto’
Article XVIII: Change the reference from ‘Exhibit “C”’ to ‘Exhibit “B”’ in Section 18.13.
Exhibit “B”: Delete this Exhibit in its entirety.
Exhibit “C”: Change the phrase ‘Exhibit “C”’ in the title to ‘Exhibit “B”’.”
The aforementioned resolution was approved by the Board of Directors of the Brazos River Authority on July 30, 2007, to certify which witness my hand and seal.
_____________________________
Steve Pena
Presiding Officer