10 - Red River Valley Veterans Memorial Lease Amendment

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respecting the subject matter of this Agreement. However, this Agreement may be executed in duplicate originals, and each shall be considered an original document. No amendment, modification, or alteration of the terms of this Agreement shall be binding unless it is in writing, dated subsequent to the date of this Agreement, and duly executed by the parties to this Agreement. Section O.1Term_. Recognizing the need of CHAMBER to invest and reinvest in LCC and facilities, and to consider long-term professional services agreements and programming for the promotion of tourism and the convention and hotel industry, this Agreement shall remain in full force and effect for a period of ten years, except that either party may terminate this Agreement, with or without cause, with a minimum of 364 days written notice. Recognizing that CITY will necessarily assume responsibility for any remaining debt for capital improvements to LCC facilities, CHAMBER shall submit to and receive approval of CITY prior to the issuance of any such debt. Sectipn 7.,nN,AL01 All notices, demands, payments and other communications required to be given or made hereunder shall be in writing and shall be duly given if delivered by hand, messenger, telecopy or reputable overnight courier or if mailed by certified or registered mail, first class postage prepaid, and shall be effectively received upon the date of such delivery or two (2) days after such mailing, to the respective parties hereto at the addresses set forth below, or to such other address furnished in writing to the other party hereto. Section 8. Tax Exem rt„ Obligations Compliance. CHAMBER understands that CITY plans to finance improvements to the VCC with proceeds of OBLIGATIONS, the interest of which is excludable from "gross income" for federal income tax purposes, and that, therefore, this Agreement must comply with the management contract's safe - harbor guidelines of Rev. Proc. 2017-13, I.R.B. 2017-6, as amended and superseded (GUIDLINES). CITY and CHAMBER represent that compensation for the services provided by CHAMBER is reasonable, and it is consistent with industry standards. In furtherance thereof, CHAMBER agrees (a) that it is not entitled to and will not take any tax position that is inconsistent with being a service provider to CITY with respect to the VCC; (b) not to claim any depreciation or amortization deduction, investment tax credit, or deduction that an owner would otherwise be allowed with respect to the VCC; (c) that CITY bears the risk of loss upon damage or destruction of the managed property (for example, due to force majeure); (d) to not share in the net losses from the operation of the VCC; and (e) to have its compensation based on net profits derived from the VCC. CITY and CHAMBER agree to ensure that throughout the term of this Agreement_ (i) no more than 20 percent of the voting power of the governing body of CITY is vested in the directors, officers, shareholders, partners, members, and employees of CHAMBER, in the 4