1991-046-RES WHEREAS, the Red River Valley Fair requested permission to enter into a lease Paris Rodeo and Horse
RESOLUTION NO. 91-046
WHEREAS, the Red River Valley Fair
requested permission to enter into a lease
Paris Rodeo and Horse Club; and,
Association has
agreement with the
WHEREAS, it would be in
citizens of the City of Paris to
in the form of Exhibit A attached
the best interest of the
approve the lease agreement
hereto; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS,
that the Red River Valley Fair Association is hereby given
permission to enter into a lease agreement with the Paris
Rodeo and Horse Club in the form of Exhibit A attached
hereto; and,
BE IT FURTHER RESOLVED, that Billy Joe Burnett, Acting
Mayor of the City of Paris, be, and he is hereby authorized
and directed to execute on behalf of the City of Paris the
lease agreement: between the Red River Valley Fair Association
and the Paris Rodeo and Horse Club, in the form of Exhibit A
attached hereto.
Passed and adopted this
1991.
lOth day of
June
ATTEST:
L
APPROVED
~
T. K. Haynes
GROUND SUBLEASE AGREEMENT
. SUBLESSOR: RED RIVER VALLEY
FAIR ASSOCIATION INC.
SUBLESSEE: PARIS RODEO
AND HORSE CLUB
Table of Contents
Page
preamble--parties. . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . 1
DEMISE AND. DESCRIPTION OF PROPERTY 1
ARTICLE I. TERM 1
#1.01. Term of Sublease....................... I
#1. 02. Option to Extend Term. .. . . . .. ... .. .. .. . 2
#- 1 . 03. _Holdover............................... 2
ARTICLE 2. RENT 2
#2.01. Consideration.......................... 2
#2.02. Gross Receipts Defined................. 3
#2.03. Statement of Gross Receipts............ 3
#2.04. Books and Records of Sublessee......... 4
ARTICLE 3. USE OF PREMISES 4
#3.01. Primary Purpose........................ 4
#3.02. Illegal Use Not Permitted.............. 4
#3.03. Waste and Nuisance..................... 4
ARTICLE 4. UTILITIES 5
ARTICLE 5. REPAIRS, MAINTENANCE, AND RESTORATION 5
#5.01. Lessee's Duty to Maintain and Repair... 5
#5.02. Damage or Destruction.................. 5
ARTICLE 6. MECHANICS' LIENS 5
ARTICLE 7. INSURANCE AND INDEMNIFICATION 6
#7.01. Insurance on Buildings and Improvements 6
#7.02. Liability Insurance.................... 6
#7.03. Construction Liability Insurance....... 7
#7.04. Certificates of Insurance.............. 7
#7.05. Indemnification of Sublessor........... 7
ARTICLE 8. TAXES 7
#8.01. Payment by Sublessee................... 7
#8.02. Payment by Sublessor................... 8
ARTICLE 9. CONSTRUCTION BY SUBLESSEE 8
#9.01. Ownership of Buildings, Improvements,
and Fixtures........................... 8
#9.02. Right to Remove Improvements........... 8
#9.03. Removal Restriction.................... 9
ARTICLE 10. SUBLEASE 9
#10.01. Subletting by Sublessee............... 9
ARTICLE II. DEFAULT AND REMEDIES 9
IIl.OI. Termination on.Termination............ 9
#11.02. Waiver of Breach...................... 9
tlll.03. Possession after Default.............. 10
ARTICLE 12. SPECIAL PROVISIONS 10
112.01. Possession of Subleased Premises
by Sublessor.......................... 10
112.02. Advertisement Prohibition............. 10
112.03. Use of Additional Premises by
EXHIBIT A
Sublessee............................. 11
112.04. Parking............................... 11
112.0S. Livestock............................. II
'12.06. Horse Barn Area....................... 11
#12.07 Area West of Creek.................... 12
ARTICLE 13. MISCELLANEOUS 12
#13.01. Notices and Addresses................. 12
#13.02. Parties Bound......................... 12
#13.03. Texas Law to Apply.................... 12
#13.04. Legal Construction.................... 13
#13.05. Prior Agreements Superseded........... 13
#13. 06. Amendment............................. 13
#13.07. Rights and Remedies Cumulative........ 13
#13.08. Attorney's Fees and Costs............. 13
#13.09. Force Majeure......................... 14
#13.10. Time of Essence....................... 14
# 13 .11. Sublease ApprovaL.................... 14
#13.12. Sublease Subject to Main Lease........ 14
EXECUTION 14
ACKNOWLEDGEMENTS 15
CITY APPROVAL 16
SUBLEASE AGREEMENT
THIS SUBLEASE is made at Paris, Texas, between RED
RIVER VALLEY FAIR ASSOCIATION, INC., a Texas corporation,
called Sublessor in this agreement, and PARIS RODEO AND
HORSE CLUB, a Texas corporation, called Sublessee in this
agreement.
DEMISE AND DESCRIPTION OF PROPERTY
In consideration of the mutual covenants and agreements
set forth in this sublease, and other good and valuable
consideration, Sublessor leases to Sublessee and Sublessee
leases from Sublessor the property, referred to as the
subleased premises in this agreement, located in Lamar
County, Texas, described as follows:
BEGINNING at a point at the marker of Center Street and
3rd Street N.E.;
THENCE down the North edge of the extension of Center
Street inside the property known as the Fair Grounds,
belonging to the City of Paris, and to Lessor, East 496 feet
to a point on a line with electric light poles;
THENCE North on a line with said electric light poles
348 feet;
THENCE East 222 feet to the West edge of a street
running North and South through the Fair Grounds propertYi
THENCE North along the West boundary line of said
street to Clement Roadi
THENCE West along the South boundary line of Clement
Road to the corner of Clement Road and 3rd St., N.E.
THENCE South along the East boundary line of 3rd St.,
N.E., to the place of beginning
SAVE AND EXCEPT a sheet iron structure known as the hog
barn, which lies immediately East of the horse barni and
SAVE AND EXCEPT that area which is west of the creek
that runs north and south from Center Street to Clement
Road.
ARTICLE I. TERM
Term of Sublease
# 1.01. The term of this sublease shall be for a
period of five years, beginning on May 13, 1991 and ending
on May 12, 1996, unless sooner terminated as provided in
this sublease. However, this sublease shall terminate
earlier in the event of the termination of lease agreements
between the CITY OF PARIS, a municipal corporation, as
Lessor, and RED RIVER VALLEY FAIR ASSOCIATION, INC., a Texas
corporation, as Lessee, leasing the property described
above, referred to as the Main Lease in this agreement.
I
Option to Extend Term
J 1.02. Sublesse~ has the right to extend this
sublease beyond the expiration date provided in # 1.01. on
the following terms and conditions:
a. Should Sublessee fully and faithfully perform the
terms and conditions of this sublease, Sublessee may extend
the term of this lease for a period of ten years, with the
extended term to begin on the day following the expiration
date of the sublease term specified in # 1.01. Provided,
however, that if at the date of the expiration of the
original term, Sublessee is in default beyond any grace
period provided in this sublease in the performance of any
of the terms or provisions of this sublease, the remaining
option shall be null and void. All the terms, covenants,
and provisions of this sublease shall apply to all extended
sublease terms. The waiver of Sublessor of any breach of a
term, covenant, or condition of this sublease shall not be
deemed to be a waiver for the purpose of Sublessee's right
to extend the term of this sublease under this paragraph
provided Sublessor has given notice of any breach as
required by the terms of the sublease.
. b. Sublessee may exercise the option to extend this
sublease by giving to Sublessor notice of its intention to
do so not earlier than August 12, 1995 and not later than
November 12, 1995 prior to the expiration of the sublease
term. To constitute effective notice of an intention to
exercise the option under this sublease, the notice must be
sent by certified or registered mail to Sublessor at the
address provided in # 13.01. of this sublease and must be
postmarked no later than the latest date provided in this
section for Sublessee's exercise of the option. Any notice
to exercise the option by Sublessee is subject to the
provisions of # 1.02. (a) above.
Holdover
# 1.03. If Sublessee holds over and continues in
possession of the subleased premises after expiration of the
term of this sublease or any extension of that term, other
than provided in # 1.02., Sublessee will be deemed to be
occupying the premises on the basis of a month-to-month
tenancy, subject to all of the terms and conditions of this
sublease.
ARTICLE 2. RENT
Consideration
# 2.01. Sublessee agrees to make improvements on the
subleased premises to the extent of ten per cent (10%) of
2
its annual gross receipts. Sublessee agrees and covenants
that it will expend during each year for such purpose ten
per cent (10%) of its total gross receipts for the five
year term of this sublease. However, in the event Sublessee
expends in excess of ten per cent (10%) during anyone year
hereof for such purpose, such excess may be credited on the
total amount to be expended by Sublessee hereunder.
Gross Receipts Defined
j/ 2.02. The term "gross receipts"- as used in this
sublease means all sums of money received by Sublessee from
all business conducted on or from the subleased premises by
Sublessee and all others, whether such money be evidenced by
check, credit, charge, exchange, or otherwise.
a. The term "gross receipts" includes, but is not
limited to, the following:
i. The amounts received from the sale of merchandise
or services sold or performed in, on, or from the subleased
premises.
ii. Proceeds from rentals of the premises.
iii. The amounts received from the rental of stalls in
the horse barn located on the premises.
iv. The amounts received for ticket sales for any
activity on the premises.
v. The amounts received for Sublessee's annual rodeo.
vi. The amounts received from any other source.
V~~. The terms "sums of money" shall include services
rendered or valve received by Sublessee from others in lieu
of money received for use of the premises. This does not
include donated services for charitable purposes.
Statement of Gross Receipts
# 2.03. On or before the 15th day following the end of
each quarter of each year of this Sublease, Sublessee must
furnish Sublessor with a true and accurate statement, signed
by Sublessee or by an authorized representative of
Sublessee, showing its gross receipts for each month during
the term of this sublease and any extension of this
sublease. For the purposes of this paragraph, "Each
quarter" means May 15th, August 15th, November 15th and
February 15th of each year, beginning August 15, 1991.
Sublessee agrees to provide its statement of gross
receipts to Sublessor by sending a copy to Sublessor's
mailing address, located at P. O. Box 964, Paris, Texas
3
75460, or at such other location or locations as Sublessor
shall from time to time designate by written notice to
Sublessee.
Books and Records of Sublessee
# 2.04. Sublessor and authorized representatives of
Sublessor shall have the right to examine the statements,
and their supporting documents, described in the preceding
paragraph at the leased premises during Sublessee's regular
business hours. If, on examination of the books or records
of Sublessee, a material error shall be revealed in favor of
the. Sublessor that results in additional gross receipts,
then the reasonable costs of the examination must be paid by
Sublessee to Sublessor. Otherwise, Sublessor will bear the
costs of the examination. .Sublessor's right to examine the
statements and supporting documents shall be limited to no
more than twice each year of this sublease upon reasonable
notice to Sublessee.
Failure of Sublessee to report all gross receipts shall
be grounds for the termination of this agreement upon
written notice from Sublessor to Sublessee of a material
error and the error is not corrected within thirty days.
ARTICLE 3. USE OF PREMISES
Primary Purpose
# 3.01. Sublessee shall have the right to use the
leased premises for any lawful purposes. In this
connection, and without detracting from the foregoing, it is
understood and agreed that the primary purpose for which the
leased premises have been leased and hired is for activities
and purposes of the Sublessee as outlined in its Articles of
Incorporation and By-laws.
Illegal Use Not Permitted
# 3.02. Sublessee agrees not to use all or part of the
leased premises or any building situated upon the leased
premises for any use or purpose in violation of any valid
and applicable law, regulation, or ordinance of the United
State, the State of Texas, or the City of Paris, Texas, or
other lawful authority having jurisdiction over the leased
premises;
Waste and Nuisance
# 3.03. Sublessee shall not use, or permit the use of,
the premises in any manner that results in waste of the
premises or constitutes a nuisance. Sublessee, at its
expense, will comply, and will cause its officers,
employees, agents, and invitees to comply, with all
applicable laws and ordinances and with all applicable rules
4
and regulations of governmental agencies, concerning the use
of the premises.
ARTICLE 4. UTILITIES
# 4.01. Sublessee shall payor cause to be paid all
charges for water, heat, gas, electricity, sewers, and all
other utilities used on the subleased premises throughout
the term of this sublease, including any connection fees.
ARTICLE 5. REPAIRS, MAINTENANCE, AND
RESTORATION
Lessee's Duty to Maintain and Repair
# 5.01. At all times during the term of this sublease,
Sublessee will keep and maintain, or cause to be kept and
maintained, all building and improvements which may be
erected on the subleased premises in a good state of
appearance and repair, reasonable wear and tear excepted, at
Sublessee's own expense. Sublessee shall kept the subleased
premises mowed in any area not occupied by buildings and
improvements.
Damage or Destruction
# 5.02. . In the event any building or improvement
constructed on the subleased premises is damaged or
destroyed by fire or any other casualty, regardless of the
extent of such damage or destruction, Sublessee shall,
within one year from the date of such damage or destruction,
begin to repair, reconstruct, or replace the damaged or
destroyed building or improvement and pursue the repair,
reconstruction, or replacement with reasonable diligence so
that the building shall be restored to substantially the
condition it was in prior to the happening of the casualtYi
provided, however, that if commencement or completion of
this restoration is prevented or delayed by reason of war,
civil commotion, acts of God, strikes, governmental
restrictions or regulations, or interferences, fire or other
casualty, or any other reason beyond the control of
Sublessee, whether similar to any of those enumerated or
not, the time for commencing or completing, or both, of the
restoration will automatically be extended for the period of
each such delay.
ARTICLE 6. MECHANICS' LIENS
# 6.01. Sublessee shall not cause or permit any
mechanics' liens or other liens to be filed against the fee
of the subleased premises or against Sublessee's leasehold
interest in the land or any buildings or improvements on the
subleased premises by reason of any work, labor, services,
or material supplied or claimed to have been supplied to
5
Sublessee or to anyone holding the subleased premises or any
part of them through or under Sublessee. If such a
mechanic's lien or materialman's lien is recorded against
the subleased premises or any building or improvements on
the premises, Sublessee shall either cause the same to be
removed or, if Sublessee in good faith desires to contest
the lien, take timely action to do so, at Sublessee's sole
expense. If Sublessee contests the lien, Sublessee agrees
to indemnify Sublessor and hold Sublessor harmless from all
liability for damages occasioned by the lien or the lien
contest and shall, in the event of a judgment of foreclosure
on the lien, cause the lien to be discharged and removed
prior to execution of the judgment.
ARTICLE 7. INSURANCE AND
INDEMNIFICATION
Insurance on Buildings and Improvements
# 7.01. At all times during the term of this sublease,
Sublessee shall keep all buildings and other improvements
located or being constructed on the subleased premises
insured against loss or damage by fire, with extended
coverage endorsement or its equivalent. This insurance
shall be carried by insurance companies authorized to
transact business in Texas, selected by Sublessee and
approved by Sublessor whose approval shall not be
unreasonably withheld. The insurance shall be paid for by
Sublessee and shall be in amounts not less than eighty (80)
percent of the fair insurable value of the buildings and
other improvements. Such policy or policies of insurance
shall name Sublessor, Sublessee and the City of Paris as a
named insured.
Liability Insurance
# 7.02. At all times during the term of this sublease,
Sublessee shall provide and keep in force during the term of
this sublease, liability insurance covering Sublessor, the
City of Paris and Sublessee for liability for property
damage and personal injury. This insurance shall be carried
by one or more insurance companies duly authorized to
transact business in Texas, selected by Sublessee and
approved by Sublessor, and shall be paid for by Sublessee.
The insurance provided pursuant to this section shall be in
the amount of not less than $100,000 for property damage and
not less than $250,000 for one person and $500,000 for one
accident for personal injury. This insurance shall protect
Sublessor, the City of Paris and Sublessee against liability
to any employees or servants of Sublessee and to any other
person or persons whose property damage or personal injury
arises out of or in connection with the occupation, use, or
condition of the leased premises.
6
Construction Liability Insurance
# 7.03. Sublessee agrees to obtain and maintain (to
the extent reasonably procurable) construction liability
insurance at all times when demolition, excavation, or
construction work is in progress on the premises. This
insurance shall be carried by insurance companies authorized
to transact business in the State of Texas, selected by
Sublessee and approved by Sublessor, and shall be paid for
by Sublessee. The insurance shall have limits of not less
than $100,000 for property damage and $300,000 for one
person and $1,000,000 for one accident for personal injury
and shall protect Sublessor, the City of Paris and
Sublessee, as well as any other person or persons Sublessee
may designate, against all liability for injury or damage to
any person or property in any way arising out of demolition,
excavation, or construction work on the premises.
Certificates of Insurance
# 7.04. Sublessee shall furnish Sublessor with
certificates of all insurance required by this article.
Sublessee agrees that if it does not keep this insurance in
full force and effect, Sublessor may declare this sublease,
and all rights and interest created by it, to be terminated,
riotwithstanding the provisions of # 11.01., below.
Indemnification of Sublessor
# 7.05. Sublessor shall not be liable for any loss,
damage, or injury of any kind or character to any person or
property arising from any use of the subleased premises, or
any part of the subleased premises, or caused by any defect
in any building, structure, improvement, equipment, or
facility on the subleased premises or caused by or arising
from any act or omission of Sublessee, or of any of its
agents, employees, licensees, or invitees, or by or from any
accident, fire, or other casualty on the land, or occasioned
by the failure of Sublessee to maintain the premises in safe
condition. Sublessee waives all claims and demands on its.
behalf against Sublessor for any such loss, damage, or
injury, and agrees to indemnify and hold Sublessor entirely
free and harmless from all liability for any such loss,
damage, or injury of other persons, and from all costs and
expenses arising from any claims or demands of other persons
concerning any such loss, damage, or injury.
ARTICLE 8. TAXES
Payment by Sublessee
# 8.01. Sublessee shall pay and discharge all taxes,
general and special assessments, and other charges of every
7
description which are levied on or assessed against the
leased premises and all interests in the leased premises and
all improvements and other property on the leased premises
during the term of this lease, whether belonging to
Sublessor or to Sublessee. Sublessee shall pay all such
taxes, charges, and assessments directly to the public
officer charged with their collection not less than fifteen
(15) days before the same shall become delinquent, and
Sublessee agrees to indemnify Sublessor and save Sublessor
harmless from all such taxes, charges, and assessments.
Sublessee shall have the right in good faith at its own sole
cost and expense (in its own name or in the name of
Sublessor, or both, as Sublessee may determine appropriate)
to contest any such taxes, charges, and assessments, and
shall be obligated to pay the contested amount, plus any
penalties and interest imposed, only if and when finally
determined to be due.
Payment by Sublessor
# 8.02. At any time that the payment of any item of
taxes, special assessments, or governmental charges which
Sublessee is obligated to pay under the provisions of #
8.01. remains unpaid and uncontested later than fifteen (15)
days before the same shall become delinquent, Sublessor may
declare this sublease, and all rights and interest created
by it, to be terminated, pursuant to the provisions of #
11.01., below.
ARTICLE 9. CONSTRUCTION BY SUBLESSEE
Ownership of Buildings, Improvements, and Fixtures
# 9.01. Any and all buildings, improvements,
additions, alterations, and fixtures, except furniture and
trade fixtures, constructed, placed, or maintained on any
part of the subleased premises during the sublease term
shall be considered part of the real property of the
premises and shall remain on the premises and become the
property of City of Paris, Lessor at the time the buildings,
improvements, additions, alterations, and fixtures are
constructed, placed, or maintained on the subleased
premises.
Right to Remove Trade Fixtures
# 9.02. Sublessee shall have the right at any time
during Sublessee's occupancy of the subleased premises, or
within a reasonable time thereafter, to remove any and all
furniture, machinery, equipment, or other trade fixtures,
owned or placed by Sublessee, its sublessees or licensees,
in, under, or on the subleased premises, or acquired by
Sublessee, whether before or during the sublease term, but
prior to the termination of the sublease Sublessee must
8
repair any damage to any buildings or improv~ments on the
premises resulting from their removal. Any such items which
are not removed by the termination date of the sublease
shall become the property of Lessor as of that date.
Removal Restriction
# 9.03. However, the provisions of # 9.02. do not
apply to any trade fixtures or other items placed upon the
premises under # 2.01., above.
ARTICLE 10. SUBLEASE
Subletting by Sublessee
# 10.01. .Sublessee shall not assign this sublease or
any interest under it, sublet the whole or any part of the
subleased premises, or permit the use or occupancy of the
subleased premises by any person, partnership, association,
corporation or other legal entity other than sublessee and
the sublessee's agents and employees without the prior
written consent of the sublessor in each instance in which
the subletting or permitted use or occupancy by Sublessee
extends for a period of thirty (30) days or more. A
subletting or use or occupancy that is less than 30 days,
but of a continuing nature exceeding thirty (30) shall
require the written consent of Sublessor.. Sublessor's
consent to a single assignment, sublease, use, or occupancy
does not constitute consent to any subsequent attempted
assignment or sublease, or use or occupancy by another
person, partnership, association, corporation or other legal
entity.
ARTICLE II. DEFAULT AND REMEDIES
Termination on Default
# 11.01. Should Sublessee default in the performance
of any covenant, condition, .or agreement in this sublease,
and not correct the default within fifteen (IS) days after
receipt of written notice from Sublessor to Sublessee,
Sublessor may declare this lease, and all rights and
interest created by it, to be terminated. Upon Sublessor's
electing to terminate, this sublease shall cease and come to
an end as if the day of Sublessor's election were the day
originally fixed in the sublease for its expiration.
Waiver of Breach
# 11.02. The waiver of Suolessor of any breach of a
term, covenant, or condition of this Sublease shall not be
deemed to be a waiver of any other breach of that term,
covenant, or condition or of any other term, covenant, or
9
condition of this Sublease regardless of when the breach has
occurred.
Possession after Termination
# 11.03. In the event of termination by Sublessee of
the terms, conditions, or covenants of this sublease,
Sublessor shall be entitled to the immediate possession of
the subleased premises and shall be entitled to reenter the
premises to remove all property and effects that Sublessee
could have removed under # 9.02. without liability for
damages on any kind, said claim for damages being expressly
waived. Sublessee agrees that it will not interfere with
Sublessor's possession of the sUbleased premises in any way
if Sublessor takes possession under this paragraph.
ARTICLE 12. SPECIAL PROVISIONS
Possession of Subleased Premises by Sublessor
# 12.01. (a) It is agreed between Sublessor and
Sublessee that Sublessor shall have possession of the
subleased premises for each year this sublease is in effect
during the time Sublessor has it's annual fair. Possession
by Sublessor is to begin at 11:59 a.m. o'clock on the second
day preceding the opening day of the fair and is to end at
11:59 a.m. o'clock on the second day subsequent to the last
day of the fair. Sublessee will give Sublessor access to
all buildings and other facilities on the subleased premises
at the time Sublessor is entitled to possession except for
areas containing the business records of Sublessee.
Sublessor shall not use the equipment located on the
premises unless otherwise agreed to between the Sublessor
and the owner of the equipment.
# 12.01. (b) Sublessor will during it's possession of
the subleased premises under # 12.01. (a) provide indemnity
of like kind as described in # 7.05 to Sublessee. Sublessee
will during it's possession of the Coliseum under # 12.03
(a) provide indemnity of like kind as described in # 7.05 to
Sublessor.
Advertisement Prohibition
# 12.02. (a) It is agreed between Sublessor and
Sublessee that if Sublessor puts on a full rodeo during it's
annual fair that the annual fair shall be subsequent to the
Sublessee's annual rodeo and it is further agreed that
Sublessee's annual rodeo end no later than the first weekend
in August of each year of this sublease. Sublessor agrees
not to advertise it's full rodeo prior to the end of the
first weekend of August of each year.
(b) In the event that Sublessor changes the
week of it's annual fair or Sublessee changes the week of
10
it's annual rodeo, Sublessor and Sublessee agree to alter
the provisions of # 12.02. (a) within the intent of this
agreement.
Use of Additional Premises by Sublessee
# 12.03. It is agreed between Sublessor and Sublessee
that during the week of the annual rodeo put on by Sublessee
that Sublessee shall have possession of the Coliseum
building located on the premises of Sublessor. Possession
by Sublessee is to begin at 11:59 a.m. o'clock on the second
day preceding the opening day of the rodeo and is to end at
II:S9 a.m. o'clock on the second day subsequent to the last
day of the rodeo;
Parking
# 12.04. (a) It is agreed between Sublessor and
Sublessee that Sublessee shall use that area on the west
side of the subleased premises for parking during the term
of this sublease and any extensions subject to # 12.04. (b),
below.
# 12.04. (b) During the major events sponsored by
Sublessee, Sublessee shall have use of Sublessor's premises
for parking subject to the rights, duties and obligations of
other sublessees of the premises controlled by Sublessor.
Sublessee shall have the option to charge for parking
without obligation for any of the proceeds to Sublessor, but
not the parking of other sublessees of the premises.
# 12. 04. (c) The term "major events" as used in this
sublease means the annual rodeo put on by Sublessee and all
others events agreed to between Sublessor and Sublessee.
Any event, other than the annual rodeo put on by Sublessee,
which is agreed to be a "major event" shall be put into
writing and signed by a representative of each party to this
sublease.
Livestock
# 12.05. It is agreed between Sublessor and Sublessee
that livestock are to be confined as provided below.
Horse Barn Area
# 12.06. It is agreed between Sublessor and Sublessee
that the present area containing the Horse barn on the
subleased premises shall be released by the Sublessee back
to the Sublessor on May 13, 1992 and shall be excluded from
the subleased premises thereafter subject to the provisions
of # 12.04. (b). The Sublessor and Sublessee agree that
Sublessor shall have the area to be released under this
paragraph surveyed and that Sublessee shall sign all
11
documents necessary to return the horse barn area back to
Sublessor. The horse barn area is that area that begins at
the creek on the west side of the present horse barn and
extends in a northly direction to a fence running east and
west on the south side of the arena on the subleased
premises and extends in an easterly direction to the west
side of 6th Street N.E. that runs along the eastern boundary
of the subleased premises. Once the horse barn area reverts
back to the Sublessor, the Sublessee shall have the right to
use the area for parking at all times, except for times the
Sublessor has major events taking place.
Area West of Creek
I 12~07. It is agreed between Sublessor and Sublessee
that Sublessee shall have use of that area west of the creek
that runs north and south between Center Street and Clement
Road for parking and any other use in connection with normal
activities of Sublessee. Sublessor shall permit Sublessee
to use the North Parking area until such times as the area
west of the creek is suitable for all-weather parking during
periods when the area west of the creek is unsuitable for
parking because of weather conditions.
ARTICLE 13. MISCELLANEOUS
Notices and Addresses
I 13.01. All notices required under this sublease must
be given by certified mail or registered mail, addressed to
the proper party, at the following addresses:
Sublessor: Executive Director
Red River Valley
Fair Association,
Inc.
P. O. Box 964
Paris, Texas 75460
Sublessee: President
Paris Rodeo and
Horse Club
P. O. Box 766
Paris, Texas 75460
Either party may change the address to which notices
are to be sent it by giving the other party. notice of the
new address in the manner provided in this section.
Parties Bound
I 13.02. This agreement shall be binding upon, and
inure to the benefit of, the parties to this sublease and
their respective heirs, executors, administrators, legal
12
representatives, successors, and assigns when permitted by
this agreement.
Texas Law to Apply
~ 13.03. This agreement shall be construed under, and
in accordance with, the laws of the State of Texas, and all
obligations of the parties created by this sublease are
performable in Lamar County, Texas.
Legal Construction
~ 13.04. In case anyone or more of the provisions
contained in this agreement shall for any reason be held by
a court of competent jurisdiction to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision of
the agreement, and this agreement shall be construed as if
the invalid, illegal, or enforceable provision had never
been included in the agreement.
Prior Agreements Superseded
~ 13.05. This agreement constitutes the sole and only
agreement of the parties to the agreement and supersedes any
prior understandings or written or oral agreements between
the parties respecting the subject matter 'of this agreement.
Amendment
~ 13.06. 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.
Rights and Remedies Cumulative
~ 13.07. The right and remedies provided by this
sublease agreement are cumulative, and the use of anyone
right or remedy by either party shall not preclude or waive
its rights to use any or all other remedies. These rights
and remedies are given in addition to any other rights the
parties may have by law, statute, ordinance, or otherwise.
Attorney's Fees and Costs
~ 13.08. If, as a result of a breach of this agreement
by either party, the other party employs an attorney or
attorneys to enforce its rights under this sublease, then
the breaching party agrees to pay the other party the
reasonable attorney's fees and costs incurred to enforce the
sublease.
13
Force Majeure
# 13.09. Neither Sublessor not Sublessee shall be
required to perform any term, condition, or covenant in this
sublease so long as performance is delayed or prevented by
force majeure, which shall mean acts of God, strikes,
lockouts, material or labor restrictions by any governmental
authority, civil riots, floods, and any other cause not
reasonable within the control of Sublessor or Sublessee and
which by the exercise of due diligence Sublessor or
Sublessee is unable, wholly or in part, to prevent or
overcome.
Time of Essence
# 13.10. Time is of the essence of this agreement.
Sublease Approval
# 13.11. Notwithstanding any of the above, this
sublease .shall not be effective until approval is given to
enter into this sublease by the City of Paris, Texas to
Sublessor as evidenced by the signature of it's duly
authorized representative below.
Sublease Subject to Main Lease
# 13.12.
sublease shall
covenants that
1.01., above.
Notwithstanding any of the above, this
be subject to all the terms, conditions
are part of the Main Lease, referred to
and
in #
The undersigned
agreement on nM. I'
County, Texas. .
Sublessor and Sublessee execute this
~ , 1991, at Paris, Lamar
SUBLESSOR:
RED RIVER VALLEY FAIR
ASSOC~'l\ION, INC~
By: \.... W
President
P. O. Box 964
Paris, Texas 75460
SUBLESSEE:
PARIS R EO CLUB
By:
presi
P. O. Box 766
Paris, Texas 75460
14
ACKNOWLEDGEMENTS
STATE OF TEXAS
COUNTY OF LAMAR
BEFORE ME, the undersigned authority, on this day
personally appeared, STEVE GLOVER, President of the Red
River Valley Fair Association, Inc., known to me to be the
person whose name is subscribed to the foregoing instrument,
and acknowledged to me that he executed the same for the
purposes and consideration therein expressed, and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this t7;1K day
of '-/h~ ,1991.
$'-.~";,). D'ANN ELKINS
('i*\) HohtyPuIlilc.SIat.ofTm.
V;;'~':"'$ My Com........ flp"" 12'23193
~:, .
IJ(~~
Notary Public, State of Texas
Printed name:
My commission expires:
STATE OF TEXAS
COUNTY OF LAMAR
BEFORE ME, the undersigned authority, on this day
personally appeared, LARRY BRAMHALL, President of the Paris
Rodeo and Horse Club, known to me to be the person whose
name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the
purposes and consideration therein expressed, and in the
capacity therein stated. ~
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ~ day
of '(Y\, ,1991.
1J~:;f;::li1!s~Of
Printed name:
My commission expires:
Texas
e BARBARA SHELBY, Notary Public
. . In Ind for the Stare of Texl. 3
, My Commission Expires J2:L;-
IS
The foregoing sublease is approved to be entered into
between RED RIVER VALLEY FAIR ASSOCIATION, INC., and PARIS
RODEO AND HORSE CLUB on this the 10th day of June
1991.
LESSOR:
CITY OF PARIS, TEXAS
By:
Ge~rge Fisher, MRynr
ParJ.s, Texas.
ATTEST:
'-,-
Mattie Cunningham, City Clerk
APPROVED AS TO FORM:
'-
'<
T. K. Raynes, City Attorney
16