10 - Red River Valley Veterans Memorial Lease AmendmentItem No. 10
TO: Mayor, Mayor Pro Tem & City Council
FROM: Grayson Path, City Manager
SUBJECT: Red River Valley Veterans Memorial Museum, Inc. (RRVVMM)
Onsite Facility
DATE: March 11, 2024
BACKGROUND:
The City of Paris leases land to the RRVVMM for the Red River Valley Veterans Memorial
Museum at 2035 South Collegiate Drive next to the Love Civic Center. They have built and
maintain a memorial honoring our veterans.
STATUS OF ISSUE:
The RRVVMM currently leases space in the Village Shopping Center, but would like to construct
a facility at the Love Civic Center immediately north of the existing Memorial / east of the Eifel
Tower to move their operation to. The purpose for this facility is stated as:
1. On-site office / restroom for Memorial.
2. Display small donated items in Museum.
3. Free meeting space for Veteran groups.
4. Office space for DAV Certified Veteran Service Officer.
5. Consolidate their locations all to one.
6. Provide permanent flag storage.
The City of Paris purchased this property from the Paris Junior College (PJC) on June 18, 1990
(warranty deed 4005507). While we have subsequently leased space out to the RRVVMM for
construction of the Memorial, it was appropriate to speak with the PJC to determine whether or
not a building fit the deed restrictions. The PJC legal counsel has stated that there will be no
conflicts with the deed.
The City contracts management of the Love Civic Center to the Chamber of Commerce, otherwise
use of the surrounding land is governed by the City. With this, the City has met with Paul Allen,
Chamber President, to discuss the proposed RRVVMM project and he has expressed support. A
preliminary development meeting between the Chamber, City and RRVVMM took place on
February 22, 2024. Numerous items were discussed, including building the new facility to
aesthetically fit in with the Love Civic Center and the RRVVMM entrance, work around the
existing dumpster locations and RV spots, follow all required codes (as per the existing lease),
potential locations for parking lots, fire lane access, etc.
Before the RRVVMM proceeds with spending funds towards design, it is appropriate to determine
whether the City Council agrees with leasing more space to the RRVVMM. This would be an
amendment and expansion of their existing lease. Approval of a new lease is not scheduled tonight,
instead this is to seek council direction before doing further work (Staff and RRVVMM).
George Wood, RRVVMM President, plans to attend tonight's meeting to answer questions should
the city council have any.
BUDGET:
N/A
OPTIONS
1. Authorize the RRVVMM and City Staff to begin negotiations for an amendment to the
existing lease for the purpose of building a facility for their purposes.
2. Request additional information, add conditions, request a change in use, etc.
3. Reject the request.
RECOMMENDATION:
1. Authorize the RRVVMM and City Staff to begin negotiations for an amendment to the
existing lease for the purpose of building a facility for their purposes.
for corner;
'e,t t, a. iron pilft (5)
Timm North a distag a goo f
for corner;
THE West a dis'tancf 915 feet to an iron pin Is)
for corner:� . ..... t,) Boundary live Of said S-
T91ENCE al
on, thea f 01:1, has 96 46w East: 328.4 feet
Collegiate Drive
South" 170 11' EA t 3.163.1 et to the place of beginning and
ctaining 3.5.248,,., es- of,,.] nd.
on
191
7.f tl%6 C.:11.ty b,f- Paris or its Lessors have not commffltcew,
the c;n.stj;otJOn5 of Convention center an said property by
199160 Lhe
JanUarYJ1'/" 199P'e" and completed the same by aulY :1,
ljm!'ol sha'y3,1 vert to Paris Junior College, the grantor,
pert re,
at no �L't to tbt,,,grantor.
op of the converhtLon Centero it at anytiM
the "Pr; 'Yty ceases to be used as a colivention center, the
00%567
STATE OF MAS
i r
ems", OF LOMn°n"n arc
MW ALL M By MMSE PRESMM' that
f d f
acting by and through the PrOMidOnt 0: Its Eqar a
CWAMM.
Regan.111..s, duly a;thorized, for and in C0D8ideVA'tiq6/'0?' t sum
of -TEN AND W.)/190 J$10.88D IMIJAMS, to it in'y by
td, -e
CITY Y ., ch ax.
or PARIS" the receipt ancl snffiaiapcof
herehy acknowledged, has Groited. Sul and CUDVOPA' nd b Y
6.bese presents do Grant, sell and Convey
CITY IDF -PAUS, I i, s e& to eke
Te�0
of the Count, y of Lamar, StatO Of
V cer air� -ract or
conditiong hereinafter stated& all the Itf *as do -1ribed as
County,
'gal, of .1.,and situated in Lawaar w
par
follows, to wits
situated Within the the City of
Of the
parig, County of Lamar, and Staip. Texas.A,'i�a part
Cox survey #164* a 9 a PA4 lof a tract of
George W.
now awnea any y Parjunior Collegi,",,.,
'lava
Beginning at the intersection of Lhe"Vot'O 00unftry lilble
BOUi0hiy line OF SOuth
of, Farm Road 1,507 and the East
colLegiate street,
TORMCE south 84ng 0 391 East alothe North Boundary line
0 Station 194+2fil
M5 feet to a Vint f0r c.m"Ar,at High*?A.y
Aloaryline of said Farm Road
THE along the Hast"s
as follovis . South 511 121 South 17' 3,11
iron
fast 60 feet to an
THENCE East a dLstAuce__Q'"4�Vfee_t to an iron Iin tal
for corner;
'e,t t, a. iron pilft (5)
Timm North a distag a goo f
for corner;
THE West a dis'tancf 915 feet to an iron pin Is)
for corner:� . ..... t,) Boundary live Of said S-
T91ENCE al
on, thea f 01:1, has 96 46w East: 328.4 feet
Collegiate Drive
South" 170 11' EA t 3.163.1 et to the place of beginning and
ctaining 3.5.248,,., es- of,,.] nd.
on
191
7.f tl%6 C.:11.ty b,f- Paris or its Lessors have not commffltcew,
the c;n.stj;otJOn5 of Convention center an said property by
199160 Lhe
JanUarYJ1'/" 199P'e" and completed the same by aulY :1,
ljm!'ol sha'y3,1 vert to Paris Junior College, the grantor,
pert re,
at no �L't to tbt,,,grantor.
op of the converhtLon Centero it at anytiM
the "Pr; 'Yty ceases to be used as a colivention center, the
C) OOSS07
® ti.
property, including the improvements thereon, shall revgrt to
the grantor, with the grantor being obligated to reimbuur�e to
the entity incurring the same, the'reasonable cost in�IiTred
in extending utilities to the property described herein.`
3. By the term "convention Center" is meant a binding -or
buildings with parking areas in the vicinity thereof used fo3
cultural, educational or entertainment endeavor warily
designed to attract out of.town visitors and est to the
Paris -Lamar County area.
To HAVE AND To •HOLD the above described �emises,
together with all and singular the rights nd-sp Y noes
thereto in anywise belonging unto the said 1 �8, its
successors and assigns forever and it hoes reby bind
itself, its successors and assigns to irrant a djForever
Defend, all and singular the said premises ti to the aid CITY
of BARIS, its successors and assigns, ag y person
whomsoever lawfully claiming, or to m me, or any
part thereof. r/
WITNESS ITS HAND at Parie, Tei a, this II$ day of
June, 1990.
PMIS JUNIOR CDLI.=
P ,
t d r
Psilent, Board of Regents ..._
STATE OF TEXAS S
COUNTY OF LAMAR S
the y 1�4�, by before me on
I+L da of iii e, ledged
President, Board o' a ent of4ftris Jank �ti..�.,
The foregoing instru t� bs ac�now
g ; � for Cal�ege.
No .ar jrubii.c - brace oz 're
PAM BEN
NETT
• NOTARY PUBLIC
RETURN TO: / ; STATE OF TEXAS
My COMM. Exp. 7.1-92
City of Pd)r s',.rr?�antee �� •
City Nall ,
Paris, rtu'ras 7546p_ j
RP 12JUGE0263
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Red River Valley Veterans Memorial Museum Inc
501(C)(3) Non -Profit
Request Property tease for Office / Museum
Key ppe is
➢ On-site office at the Memorial
3> Display small donated items in Museum
➢ Provide free meeting location to all local Veteran groups in need of a space with access to a PC and printer, etc.
➢ Provide Amy Burton, DAV Certified Veteran Service Officer, private space to assist those in need of help in filing
claims for service -connected assistance.
➢ Consolidate to one site to conserve funds such as electricity, Internet, insurance, etc.
r Provide permanent flag storage location
Page 1 of 7
Original 99 year lease
dated February 2011 for
.9022 acre
V Amendment dated
March 2015 far .3764 acre
2nd Amendment request
dated October 2022 for
approximately.5 acre
Page 2 of 7
GEORGE W., COX SURVEY
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Page 7 of .I
LEASE AGREEMENT
STATE OF TEXAS
COUNTY OF LAMAR
This Grouild Lease is -made and entered into by and between the City of Paris, Texas, a
home -rule municipal corporation, hereinafter- called LESSOR and Red River Valley Veterans
Memorial, lac., a Texas Non Profit Corporation, 296 CR 4.3330, Paris, Texas 75467, hereinafter
called LESSEE.
RECITALS
LESSOR is a municipal corporation acting by and through its Charter as a home -rule
municipality having all powers granted :to. it by the Texas Constitution and not res#jeted by the
laws of the State of Texas, and duly authorized to enter into this Ground Lease pursuant to.
Resolution. No.r)6 I -d (o adopted and approved by the City Council of th6 City of Paris,
Texas on
LESSEE. is a domestic noh-pro& corporation registered and in good standing with the
Office of the Secretary of State for the State of Texas and duly authorized to enter. into this
Agreement by corporate resolution adopted by its Board of Directors on the day of
i�'Abruaju 2011
J s -b :
LES SOR-ie fee simple ownei, of a 15.248 acre tract of land being of theGeorge W.
Cox'Surv.oy, Abstract Number 164, Patis Lamar. County, -Texas oonveyed.fimm Paris Juni'or
Collegelothe'City of Parit on June 1-8,1999.0 and -recorded in volume 121`7, page2.63.of the Lamar
County Real Property Records ("`Civic Center Tract!').
LESSEE desires to enter into a ground lease with LESSOR for a 0.9022 acre traot of land
out of the Civic Center Tract to construct and develop a memorial to honor the veterans of the Red
River Valley, Texas.. LESSEE anticipates that the.Mo morial will drmN, visitoks-and.touriststo the
City of Paris from Northeast Texas, the State of Texas as well as other. parts of the country.
the country,
The City Council of -the City. of Paris. the Visitors
isitars and Convention Council and the Love
Civic Center Governing Board,, collectively support this Memorial Prbject to-honar the Ypterari of
the Red River Valley.
NOW, THEREFORE; in consideration of the mutual promises and covenants contained
herein and other good and valuable consideration, the, receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows,:
Rleia� ver, V a JJ e y Veterans n --s M' ' 'e,in""o- r_.ia" J; e a' P, igq_ "1", 6' f ' ' 16""
LEASE
1. Lease of Land. LESSOR does hereby lease, demise and let unto LESSEE a 0.9022
acre tract of land from the George W. Cox Survey Number 16:4, Paris, Lamar County, Texas, more
particularly described by metes and bounds in Exhibit "A" attached hereto and incorporated
herein by reference (the "Land"). LESSEE hereby leases the Land finm LESSOR
2. Term. The initial term of this ground Lease shall be for a period of nine
(99) years commencing on the 1 day of , 2011, and ending on the ,:2�
day of 2110 (the "Initial Term"). Thereafter, this Lease shall
automatically renew and be extended for successive ten (10) year terms, unless either party to the
Lease provides written notice to the other party of their desire to terminate said Lease. Absent the
occurrence of an Event of Default, as set out in Paragraph S of this Agreement, neither party may
terminate this Lease for convenience except upon providing the other party six months prior
written notice of termination.
3. Covenants of LESSOR.
A. LESSOR is the owner of the Land and has right to make this Lease.
B. LESSOR covenants and agrees that LESSEE shall quietly have and enjoy the
Land and any improvements thereon during the Terni of this Lease, without hindrance or
molestation by LESSOR or any person or entity claiming by, through or under LESSOR.
C. LESSOR acknowledges that LESSEE shall have the right during the Term of
this Lease to develop and construct the Red River Valley Veterans Memorial (the "Memorial") on
the Land, subject to and contingent upon LESSEE satisfying the covenants and the other
requirements and conditions contained in this Lease.
4. Covenants of LESSEE.
A. LESSEE shall construct and develop the Memorial in accordance with the site
plan and concept drawing attached hereto and incorporated herein as Exhibit "B", as same may be
amended and approved by LESSOR. Any amendments or additions to the site plan or concept
drawing referenced above must be submitted in writing to LESSOR for review and approval
before building or construction permits will be issued. LESSOR shall have sixty (60) days from
receipt of a complete submittal from LESSEE, to either approve or reject any such submission.
B. LESSEE agrees to comply with all applicable City ordinances and regulations
in developing and constructing the Project. LESSEE further agrees to comply with all building
codes and all State or Federal rules or regulations applicable to the development of the Memorial.
.. ,n........._.... � �.._... .��....�. w.w. ,
Red River Valley Veterans Memorial Lease Page 2 of 16
C. Within thirty (30) days following completion of Phase I of the Red River
Valley Veterans Memorial Project, LESSEE shall enter into the Management Agreement attached
hereto as Exhibit "C" with the Love Civic Center Governing Board LESSEE shall abide by all
terms of that Management Agreement throughout the duration of the Lease and the terms of said
Management Agreement are hereby expressly incorporated into this Lease.
D. LESSEE further covenants and agrees that all construction work to be
performed by it or its contractors, including all workmanship and materials, shall be of first class
quality and shall be performed in accordance with the plans, specifications and permits approved
by LESSOR. During the progress of the work, LESSOR's duly authorized representative may
enter upon the leased Premises and make such inspections as may be reasonably necessary for the
purpose of satisfying LESSOR that the work or construction meets such requirements and
standards.
E. LESSEE shall be solely responsible for paying one hundred percent (100%) of
all costs associated with the development and construction of the Memorial. All improvements
made to the Land and personal property located thereon shall be made at the sole risk of the
LESSEE. LESSOR shall have no liability or responsibility for any then, damage,
misappropriation or loss to any improvements or personal property located on the Land.
F. LESSEE shall be responsible for the upkeep and maintenance of the land and
leased premises during the term of the Lease and any extension thereof.
G. LESSEE will take good care of the Land and leased Premises and be
responsible for and make good to LESSOR for all injuries and damages to the same and will
deliver same to LESSOR at the expiration or termination of this Ground Lease in as good
condition as when originally leased; and LESSEE will, upon the expiration or termination of this
Lease, peaceably yield up to LESSOR all and singular the Premises and all improvements,
additions, or repairs to or upon same, in good repair.
H. The Memorial shall be an attraction open to the public and a memorial which
recognizes all branches of the United States Armed Forces. LESSEE shall not discriminate.
against or attempt to exclude any contributors, guests or visitors to the Red River Valley Veterans
Memorial because of their race, color, sex, national origin, age or disability.
I. That LESSEE shall pay or cause to be paid all charges and/or deposits for water,
heat, gas, electricity, lighting, sewer, trash, and all other utilities used on the leased Premises
throughout the term of this Lease, including any connection or tap fees. LESSEE shall also be
ver Valley Veterans Memo ' ..............................................................._�.............w,�
R d Ri rial Lease Page 3 of 16
solely responsible for obtaining all necessary easements for utilities, drainage and/or access to the
Memorial Project.
I LESSEE shall be solely responsible for the security of the leased premises and
for the protection of the Memorial site before, during and after construction of the Memorial and
throughout the term of the Lease Agreement. Provided, however LESSOR and its authorized
agents may enter into and upon the Land and leased premises at any time for the purposes of
inspection, upkeep, maintenance or securing the leased premises throughout the term of this Lease.
K. LESSEE shall not erect, attach, exhibit or display in, on, or about said leased
Premises any sign without first obtaining prior approval of the sign design, location and size from
LESSOR including a permit where necessary.
L. During the construction and development phase of the Memorial, LESSEE
agrees to obtain and maintain an insurance policy or policies for construction liability coverage
and/or Builder's Risk coverage and Owner's liability coverage. This insurance shall be provided
by insurance companies authorized to write insurance policies in the State of Texas. All
insurance premiums shall be paid solely by LESSEE. The insurance policies shall have limits of
not less than $300,000.00 per occurrence and $600,000.00 aggregate for bodily injury or death and
shall protect LESSOR and LESSEE as well as any other person or persons LESSEE may
designate, against all liability for injury or damage to any person or property in any way arising out
of the demolition, excavation, or construction work on the Memorial, land or leased Premises.
LESSEE shall include in all construction contracts entered into by it, in connection with any or all
of the construction work, a provision requiring all contractors and subcontractors to indemnify,
hold harmless, defend and insure LESSOR, its elected officials, officers, agents, and employees,
against the risk of death, injury, or damage to persons or property, direct or consequential, arising
out of or in connection with the performance of any or all of such construction work. LESSEE
shall require all contractors and subcontractors to famish liability insurance coverage and workers
compensation coverage as required by this Agreement and/or state law. LESSEE shall provide
copies of said insurance policies and/or certificates of insurance to LESSOR during construction
and development of the Memorial.
M. LESSEE shall not lease, sublease, rent or sublet the Land or leased premises,
or any part thereof, without the prior written consent of LESSOR. No sublease, sublet or partial
lease of the leased Premises shall have any binding effect on LESSOR without prior written
approval of the Paris City Manager as authorized by formal action of the City Council of the City
Red /fiver Veltey Veterans Memorial Lease Page 4 of 16
of Faris, Texas.
N. LESSEE shall designate two authorized representatives as the primary contact
persons for the Memorial. LESSEE agrees to coordinate any special events to be held at the
Memorial Park with LESSOR LESSEE acknowledges and agrees that all parking areas serving
the Civic Center property are owned and managed by LESSOR and LESSOR shall have first
priority use of all parking areas.
5. Events of Default. That the following events shall be deemed to be events of default
by LESSEE under this Lease:
A. Failure of LESSEE to comply with any term, condition, or covenant of this
Lease, if such failure shall not be cured within sixty (60) days following written notice thereof to
LESSEE.
B. Insolvency, the making of a transfer in fraud of creditors, or the making of an
assignment for the benefit of creditors by LESSEE or any guarantor of LESSEE's obligations.
Filing of a petition under any section or chapter of the National Bankruptcy Act, as amended, or
under any similar law or statute of the United States or any State thereof by LESSEE or any
guarantor of LESSEE's obligations, or adjudication as a bankrupt or insolvent in proceedings filed
against LESSEE or such guarantor.
C. Appointment of a receiver or trustee for all or substantially all of the assets of
LESSEE or any guarantor of LESSEE's obligations.
D. Abandonment by LESSEE of any substantial portion of the Land or leased
premises or cessation of use of the Land or leased premises for the purposes stated in this Lease
Agreement.
E. The filing of any lien against the Land or leased premises by any third party
resulting from any act or omission of LESSEE which is not discharged, paid in full and/or
contested in good faith as determined by LESSOR by proper legal proceedings within thirty (30)
days of receipt of actual notice by LESSEE, unless LESSEE posts a bond within this time period
equal to the amount of the lien and which generates a release of said third -party lien.
F. In the event of any default by the LESSEE that is not cured within sixty (60)
days of receiving written notice from LESSOR, LESSOR may, in addition to any other remedies
available to it, terminate this Lease.
6. In addition to the termination and forfeiture rights described in the preceding
paragraph, LESSOR shall have the following rights and remedies upon default by LESSEE:
Red River Valtey Veterans Memorial Lease ......_, . Page 5 of 16
A. The recovery of any damages, costs, fees, and expenses incurred by LESSOR
as a result of the breach of the Lease by LESSEE, including reasonable attorneys' fees and
expenses.
B. The removal of all persons from the Land and leased premises, and the removal
of all personal property from the land and leased premises at LESSEE's sole cost and expense.
C. LESSOR shall have the right at once and without further notice to the LESSEE
to enter and take full possession of the Land and leased premises occupied by the LESSEE under
this Lease. Upon the termination of this Lease for any reason, LESSEE shall yield up said Land
and leased premises, improvements, facilities, fixtures, and equipment to LESSOR in the same
condition as when received.
7. That the waiver by LESSOR of any breach by LESSEE of the terms, covenants,
conditions, or provisions of this Lease shall not be deemed to be a waiver of any other breach ofthe
same or other term, covenant, condition, or provision of this Lease, regardless of when the breach
has occurred. The failure of LESSOR to declare this Lease terminated for any of the reasons set
out above shall not bar the right of LESSOR to subsequently terminate this Lease for any of the
reasons set out above.
S. That, in case any one or more of the provisions contained in this Lease 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
Lease, and this Lease shall be construed as if the invalid, illegal, or unenforceable provision had
never been included in the Lease.
4. That this Lease constitutes the sole and only agreement of the parties to this Lease and
supersedes any prior understandings or written or oral agreements between the parties respecting
the subject matter of this Lease.
10. That no amendment, modification, or alteration of the terns of this Lease shall be
binding unless it is in writing, dated subsequent to the date of this Lease, and duly executed by the
parties to this Lease.
11. No termination shall relieve LESSEE of the obligation to deliver and perform on all
outstanding obligations and requirements prior to the effective date of the termination and
LESSEE's liabilities under this Lease shall continue.
12. That the rights and remedies provided by this Lease are cumulative, and the use of any
one right or remedy by LESSOR shall not preclude or waive its right to use any or all other
.....v, ......._ __.
Red River Valley Veterans Memorial Lease Page 6 of 16
remedies. These rights and remedies are given in addition to any other rights the LESSOR may
have by law, statute, ordinance, or otherwise.
13. This Lease Agreement shall be binding upon the successors and assigns of the parties
hereto.
14. Red River Valley Veterans Memorial, Inc. does hereby agree to release,
indemnify and hold LESSOR, and its elected officials, officers and employees harmless from
and against any and all demands, debts, liabilities, suits, claims, and causes of action of every
kind and character whatsoever for damage or injury (including death) to persons and/or
property occurring on the Land or leased premises and resulting from LESSEE, LESSEE's
invitees, guests, agents, servants, or employees' presence upon, use, occupancy or enjoyment
of the Land and leased premises. LESSOR shall not he liable to LESSEE, LESSEE's
invitees, guests, agents, servants, employees, or visitors due to the improvements located
thereon, or hereafter constructed, or any other condition of the Land and leased premises
being improperly constructed, maintained, or being or becoming out of repair. LESSEE
hereby waives any defects on the Land and/or leased premises and agrees to hold and save
LESSOR harmless from all claims for any such damages or injuries.
15. All notices required under this Lease must be given by certified mail or hand delivery
with signed receipt, addressed to the proper party, at the following addresses:
LESSOR LESSEE:
City Manager Red River Valley Veterans Memorial, Inc.
City of Paris
P. O. Box 9037 Atte: GL
Paris, TX 75461-9037 Title Q
City Clerk
City of Paris
P.O. Box 9037
Paris, 7X 75461-9037
Either party may change the address to which notices are to be sent by giving the other
party ten (10) days prior written notice of the new address in the manner provided in this
paragraph.
I6. That this Lease shall be construed under, and in accordance with, the laws of the
State of Texas, and all obligations of the parties created by this Lease Agreement are performable
Red River Valley Veterans Memonal Lease Page 7 of 16
in. Lamar County, Texas, Venue for State court actions ar-
ising under this Agreement shall be
exclusively in the courts of Lamar County, TexAs; venue for federal court actions arising under this
County,
Agreement shall be exclusively in the Federal courts for the Eastern District of Texas.
EXECUTED ON the: dates shown in acknowledgments below.
ATTEST-.
-
. . .... . .......
s:/Hce Effis, City.Clerk
APPROVED AS TO FORM;
.. . .. ..... .. . .
W, Kent Mcllyai", 'ity"'A, ttomey
ATTEST:
�,ecretaryffreasurdr
OF PARIS
`Mayor
RED RIVER VALLEY VETERANS.
MEMORIAL, INC., LES$9E
By. -
e,
. . . . ........ . . . . ................ . . . .........
Name.-
Title-
. ..............
moin'4al Lease Page 8 of 16
ACKNOWLEDGEMENTS
NTS�
STATE OF TEXAS
COUNTY OF LAMAR
BEFORE ME4,'tht undersigned authority, on flu's day personally appeared WILL AIARDj
Mayor of the City of Paris, Texas, known to me' to be the person whose. name is subscribed to. the
fdregoing instrument, and acknowledged to mc.Ihat be executed the same for the purposes and
consideration therein ekpk-essed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of
'.5LtAA4Q,%4 .2011.
rKAYR00 ND
RW.60
NOTARY pUBLIC
SYAfE OF TEXAS
My�ommfssiDrVEX01
wi
STATE OF TEXAS §
9
COUNTY OF LAMAR. §
. ...........
...................
Notary P(11blic, State of Texas
HEFOI2E ME, the undersigned authority, on this d4 personally appeared
rAqV/
A pf Red'River Valley Veterans Memorial,
lnc.,. kridwn to me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged -to me that helshe executed the same for the purposes :and consideration therewn
expressed.6n behalf of said corpo-ration.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ld dgy of
. .. .......... _'2011.
,Y S h
40onnon N. Barrentim
A Notary Public
.c
-st-I.STATE OF TEXAS
MY comn4a'sic �',�otary Public, State of Texas
Expires 09MA0.11
Red
Page 9 of 16
RiverV all ey V,—ct,e-,r a"n' s M."e""m'""o_r__ia1_ L e a s' 'e"
EXHIBIT "A"
Metes & Bounds Legal Description of the
Leased Premises
_.
Red River Valley Veterans Memorial Lease Page 10 of 16
GEORGE W. COX SURVEY
A-164
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SURVEYOR FOR THE STAR: OF TE%A% RPLS #=Z 00
HEREBY COMFY THAT RIE PLAT SHOYVM I
REPRESENTS AN ACTUAL ON-INE-4ROM SUR%EY
9 CTM 8Y YE: FETED ON AUGUST P. 2MO.
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CAURDS91 ACRES
RED RIVER VALLEY VETERANS
MEMORIAL GARDEN
0.9022 ACRE
CITY OF PARIS
LAMAR COUNTY, ZEXAS
AUGUST 20I0
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CALLED 15.248 ACRES
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0.9022 Acre
Lamar County, Texas
George W. Coot Survey A 164
August 2010
Being 0.9022 acre of land situated within the corporate Units of the City of pans, Lamar County, Texas, ,said
0.9022 acre being part of the George W. Cox Survey, Abstract Number 164 as well as being Part of a called
15.248 acre tract of land conveyed from Paris Junior College to the City of Pana on June i g, 1990 and
recorded in volume 1217, page 263. The said 0.9022 acre being more fatly described by metes and bounds
as follows:
Beginning at a % capped iron rod set in the South boundary line of the aforementioned called 15.248 acre
City of Paris tract, said rod also being in the current most Southern North boundary line of a called 55.91
acre tract of land conveyed from Bedford E. Booth and Malvina Booth to Paris Junior College District on
May 22, 1956 and recorded as the first tract in volume 350, page 172, from said rod a % inch iron rod found
at the Southeast corner of said called 15.248 acre City of Paris tract bears East 125.00 feet,
Thence West, along the common boundary line of the aforementioned called 15.248 acre City of Paris
tract and the aforementioned called 55.91 acre Paris Junior College District tract a distance of 300.00 feet to
a % inch capped iron rod set;
Thence North, a distance of 131.00 feet to a % inch capped iron rod set;
Thence East, a distance of 300.00 feet to a % inch capped iron rod set;
Thence South, a distance of 131.00 feet to the Point of Beginning and containing 0.9022 acre of land.
The East boundary line of the aforementioned called 15.248 acre City of Paris tract was used as Reference
Bearing (North) for the above described 0.9022 acre.
I, KEVIN K. WHMLEY, REGISTERED PROFESSIONAL LAND SURVEYOR, 05892, STATE OF
TEXAS, HEREBY CERTIFY TBE ABOVE IS TAKEN FROM MEASUREMENTS MADE UPON THE
GROUND, CONDUCTED BY ME AND COMPLETED ON AUGUST 2, 2010.
f/ g
OF
snt wawrc -w, "omo
R RIVE#i VALLEY VETERANS MEMORIAL
C�;,ioLOOM t a ��
EXHIBITM"0
Management Agreement
m W M.w... ...
Red River Valley Yeteraas Memorial I.easo Page 12 of 16
MANAGEMENT AGREEMENT
1. Red River Valley Veterans Memorial, Inc ("Veterans Memorial") and the Love Civic Center
Governing Board ("Civic Center") enter into a Management Agreement whereby Veterans
Memorial will provide funding for the upkeep and maintenance of the Red River Valley Veterans
Memorial and Civic Center agrees to oversee and manage the upkeep and maintenance of the
Memorial Project with funding provided by Veterans Memorial.
2. The term of this Management Agreement shall commence when Veterans Memorial delivers
a letter to the Civic Center informing the Civic Center that the Memorial Project is complete and
formally requesting that Civic Center begin maintaining the grounds at the Memorial Park. The
term of the Management Agreement shall end upon the expiration or termination of the Lease
Agreement between Veterans Memorial and the City of Paris for the Memorial Park situated on a
0.9022 acre tract of land more particularly described in Exhibit "A" to the Lease Agreement
(hereinafter referred to as the "Land").
3. Throughout the term of this Management Agreement, Civic Center shall keep the Land free
of litter, trash, tall grass and weeds and in good order and condition.
4. The executive board of Veterans Memorial shall meet at least once annually with the Civic
Center Board to discuss maintenance and upkeep of the Memorial Park and to make decisions
about necessary repairs and/or improvements.
5. Within 30 days following the completion of Phase I of the Red River Valley Veterans
Memorial Project, the Veterans Memorial shall establish and deposit a minimum amount of
TWENTY THOUSAND AND NO/DOLLARS ($20,000.00) into the Red River Valley Veterans
Memorial Perpetual Care Fund with a local bank in Paris, Texas to provide for the upkeep and
maintenance ofthe Red River Valley Veterans Memorial and to keep the Land and Premises clean,
free of trash, litter, tall grass and weeds and in overall good condition.
6. All maintenance, upkeep and repair of the Red River Valley Veterans Memorial shall be
funded through the Red River Valley Veterans Memorial Perpetual Care Fund. The executive
boards of Veterans Memorial and Civic Center shall designate and approve three officers from
Civic Center to have signatory authority to write checks and withdraw funds from the Red River
R ,,, ww
ed River Valley Veterans Memorial Lease Page 13 of 16
. Valley Veterans Memorial Perpetual Care Fund to pay for maintenance, upkeep and repair of the
Memorial Park and grounds.
7. Any checks, drafts, or withdrawals made against the Red River Valley Veterans Memorial
Perpetual Care Fund which exceed FIVE HUNDRED DOLLARS ($500.00), shall require two
authorized signatures. The Civic Center shall have no authority to borrow money against the
assets of the Perpetual Care Fund or to take out loans or use the Perpetual Care Fund as security for
a loan.
8. Veterans Memorial shall make periodic deposits to the Perpetual Care Fund to insure that it
is sufficiently funded to meet the monthly maintenance, upkeep and repair demands of the Red
River Valley Veterans Memorial. This obligation shall extend to the Land and to all improvements
located thereon.
9. Should the balance of the Perpetual Care Fund fall below TWENTY THOUSAND AND
NOIDOLLARS ($20,000.00) and/or Veteran's Memorial fails to make timely deposits to
replenish the Perpetual Care Fund as provided in this Management Agreement, Civic Center may
terminate the Management Agreement by providing Veteran's Memorial thirty (30) days written
notice.
10. If additional funds remain in the Perpetual Care Fund, over and above the required minimum
annual budget of $20,000, the Veterans Memorial may use additional funds to pay for Veterans
Day or Memorial Day events at the Memorial Park or to honor Red River Valley Veterans.
11. During the term of this Management Agreement, and any extensions thereof, the Civic
Center agrees to add the Red River Valley Veteran's Memorial property under its general liability
insurance policy as long as the Veteran's Memorial timely reimburses the Civic Center for 1000%
of the annual premium cost to cover the Veteran's Memorial land and improvements thereon.
The Veteran's Memorial shall also be solely responsible for paying 100% of any insurance
deductible due for any insurance claim filed against the general liability insurance policy for
accidents or injuries arising on the Veteran's Memorial property and improvements thereon.
12. The Veterans Memorial does hereby agree to release, indemnify and hold the Love
Civic Center, its Board members, officers and employees harmless from and against any and
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Red River Valley Veterans Memorial Lease Page 14 of 16
aA demands, debts, liabilities, suits, claims, and causes of action of every kind and character
whatsoever for damage or injury (including death) to persons and/or property occurring on
the Land or leased premises and resulting from Veterans' Memorial invitees, guests, agents,
servants, or employees' presence upon, use, occupancy or enjoyment of the Land and leased
premises. The Civic Center sball not be liable to Veterans' Memorial invitees, guests,
agents, servants, employees, or visitors due to the improvements located thereon, or
hereafter constructed, or any other condition of the Land and leased premises being
improperly constructed, maintained, or being or becoming out of repair. The Veterans
Memorial hereby waives any defects on the Land and/or leased premises and agrees to hold
and save Civic Center harmless from all claims for any such damages or injuries.
13. The waiver by Civic Center of any breach by Veterans Memorial of the terms, covenants,
conditions, or provisions of this Management Agreement shall not be deemed to be a waiver of any
other breach of the same or other term, covenant, condition, or provision of this Agreement,
regardless of when the breach has occurred. The failure of Civic Center to declare this
Agreement terminated for any of the reasons set out above shall not bar the right of Civic Center to
subsequently terminate this Management Agreement for any of the reasons set out above.
14. That, in case any one 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 unenforceable
provision had never been included in the Agreement.
15. That this Management Agreement constitutes the sole and only agreement of the parties to
this Agreement and supersedes any prior understandings or written or oral agreements between the
parties respecting the subject matter of this Agreement.
16. That no amendment, modification, or alteration of the terms of this Management 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.
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Red River Valley Veterans Memorial Lease 16
RED RIVER VALLEY VETERANS
MEMORIAL, INC.
Name
Title:mm
LOVE CIVIC CENTER GOVERNING BOARD
Name: �-"- Date
Title:.,
Rd Ri_er Valley Veteraris ------ - �..........
Memorial Lease
Page 16 of 16
CERTIFICATE OF RESOLUTION
OF
RED RIVER VALLEY VETERANS' MEMORIAL, INC:
1,- the undersigned (title) of Red River Valley -Veterans' Memorial,
Inc., ('- Veterans' Memorial") certify the fbIldwing.9s:of the date of this Certificate:
1. The following resolutions were duly adopted. by Vetere�is' Memorial, and: none of such
resolutions have been amended, modified, or repealed in any respect and all of such
resolutions are.in full force and effect on this date:
1111133SOLVED, fliat Vetorans' Memorial hereby ratifies, consents,, and divots
'mA to'execute z LeaseAgreementwith the City ofParis, Texas leasing
a
the property de ' 9cfibed:'on the Attached Exhibit "A" and .to execute any other instrintdrits- that are -
necessary to consummate the transaction.
................ .. .. .. .
Printed Nitme
TI -1E STATE, OF TEXAS
COUNTY 01" LAMAR
This Instrumpent was acknowledged and sworn to befofe me on.the r day of
F, bru4rY,201.1,by _DQUA(naitte),
LAj21:r(A0A
(title) of Red
River Valley Veterans' Mleffioriial, Inc. j
&9y.P&1,.Shann6n N. Barreatine,
- Notary Public
%1
4.
ATEomm OF TEXAn S.
-'-W STC
MY issio
Notary Public
Expiresv091-2612011
FIRST AMENDMENT OF LEASE AGREEMENT
BETWEEN CITY OF PARIS, TEXAS AND
RED RIVER VALLEY VETERANS MEMORIAL, INC.
This First Amendment of Lease Agreement, is entered into by and between The City of Paris, Texas, a
home -rule municipality, whose address is P.O. Box 9037, Paris, Texas 75461 (hereinafter "LESSOR")
and Red River Valley Veterans Memorial, Inc., a Texas Non -Profit Corporation, 296 CR 43330, Paris,
Texas 75467 (hereinafter "LESSEE").
RECITALS
WHEREAS, on February 28, 2011, LESSOR entered into a long term ground lease agreement
with LESSEE covering a 0.9022 acre tract of land out of the Love Civic Center Tract to develop the Red River
Valley Veterans Memorial to honor U.S. Military Veterans from the Red River Valley.
WHEREAS, LESSEE now wishes to lease an additional .9022 acre tract from LESSOR adjacent
to and east of the original leased parcel to expand the Memorial and add new features which will
subsequently be designed and presented to LESSOR for approval in accordance with the terms of the
Lease Agreement.
WHEREAS, LESSOR and LESSEE hereby agree to amend the Lease Agreement dated February
28, 2011 by adding a .9022 acre parcel adjacent to and located east of the original parcel, the additional
parcel being further described by metes and bounds in the legal description attached hereto as Exhibit
"A" ("Additional Premises").
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
SECTION ONE. ADDITIONAL PREMISES
LESSOR hereby leases to LESSEE and LESSEE accepts from LESSOR that additional .9022 acre
parcel located adjacent to and east of the existing leased parcel as more particularly described in the
metes and bounds description attached hereto as Exhibit "A" ("Additional Premises"). The additional
premises are leased on the same terms and provisions as are contained in the Lease Agreement, except
as otherwise provided in this First Amendment to Lease Agreement.
SECTION TWO. BINDING EFFECT
The Lease Agreement dated February 28, 2011, as amended by this First Amendment of Lease
Agreement, shall continue in full force and effect subject to the terms and provisions of the Lease
Agreement and this First Amendment of the Lease Agreement. This First Amendment shall bind and
inure to the benefit of LESSOR and LESSEE and their respective successors and permitted assigns. In
the event of any conflict between the terms, covenants, and conditions of the Lease Agreement and the
terms, covenants, and conditions of this amendment, the terms, covenants, and conditions of this First
Page I of 3
Amendment shall control.
In witness, LESSOR and LESSEE have executed this First Amendment to Lease Agreement as of
September 22, 2014.
ATTEST:
�mice Ellis, City Clerk
APPROVED AS TO FORM:
A(I
... ........
W. Kent WE ahC ty Attorney
ATTEST:
Secretary/Treasurer
CITY OF PARIS, LESSOR:
By:
Matt Frierson, Mayor
RED RIVER VALLEY VETERANS
MEMORIAL, INC., LESSEE
By:
Name:or
I ( 2e 1�
Title:
Page 2 of 3
ACKNOWLEDGEMENTS
STATE OF TEXAS §
COUNTY OF LAMAR §
BEFORE ME, the undersigned authority, on this day personally appeared Matt Frierson, Mayor of the
City of Paris, Texas, 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 the day of
W' 2014.
rn glary Public, State of Teasu4
STATE OF TEXAS § NO
i i
�r °mm�
COUNTY OF LAMAR §16-
,
BEFORE ME, the undersigned authority, on this day personally appeared
6 geyC?_w____www , _ CAA?irmoeA.. of Red River Valley Veterans Memorial, Inc., known to me
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she
executed the same for the purposes and consideration therein expressed on behalf of said corporation.
// GIVEN UNDER MY HAND AND SEAL OF OFFICE this the `,Y& day of
6jl 2 ........................�2014.
"`_�.�.�...._ ........... —
Notary $glic, tate of Texas
Page 3 of 3
LEASE
0.9022 Acre
Lamar County, Texas
George W. Cox Survey A-164
February 2014
LESSOR does hereby lease, demise, and let unto LESSEE an additional 0.9022 acre tract of land from the
George W. Cox Survey Number 164, Paris, Lamar County, Texas, more particularly described by metes
and bounds below:
Being 0.9022 acre of land situated within the corporate limits of the City of Paris, Lamar County, Texas,
said 0.92022 acre being part of the George W. Cox Survey, Abstract Number 164, as well as being part of
a called 15.248 acre tract of land conveyed from Paris Junior College to the City of Paris on June 18, 1990
and recorded in volume 1217, page 263. The said 0.9022 acre being more fully described by metes and
bounds as follow:
Beginning at a'r4 capped iron rod set in the northeast corner of a 0.9022 acre parcel leased from the
City of Paris to the Red River Valley Veterans Memorial, Inc. on February 28, 2011;
Thence West, along the northern boundary line of the aforementioned February 2011 lease a
distance of 300.0 feet to a % inch capped iron rod set,
Thence North, a distance of 131.0 feet;
Thence East, a distance of 300.0 feet;
Thence South, a distance of 131.0 feet to the Point of Beginning and containing 0.9022 acre of land.
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CONVENTION CENTER MANAGEMENT AGREEMENT
This Agreement shall be between the City of Paris, Texas, a home rule municipal corporation
(hereinafter CITY), and the Lamar County Chamber of Commerce, a 501C-6 not- for-profit
corporation (hereinafter CHAMBER), which in consideration of the mutual covenants,
agreements, stipulations, and payments, do hereby contract and agree as follows.
Section 1. Responsibilities of Parties.
CITY shall:
1. Convey to CHAMBER quarterly distributions of the Hotel Occupancy Tax collected
pursuant to State law.
2. Retain five percent (5%) of quarterly Hotel Occupancy Tax proceeds to pay CITY's
administrative costs, and for the purpose of funding special purpose grants to enhance tourism as
approved by the City Council of Paris, and consistent with State law.
CHAMBER shall:
1. Operate, support, fund, staff, and otherwise maintain an active Visitors and Convention
Council (VCC) for the purpose of promoting tourism and the convention and hotel industry within
the City of Paris.
2. Use one-half of HOT proceeds received from CITY for operation and maintenance of LCC
facilities, and other such proceeds as are generated by or contributed to the LCC facilities to use,
staff, maintain, and operate CITY'S Love Civic Center (LCC) facilities for the operation of a
conference, meeting, convention, and exhibit center for holding conventions, meetings, exhibits
,and other events and activities to attract conventions, tourists, and other visitors and for the benefit
of the City and the general public.
3. Deposit all Hotel Occupancy Tax (HOT) proceeds into a separate banking account at a
local financial institution which is federally chartered and FDIC -insured in such a manner that no
other funds of CHAMBER are or can be comingled-withHOT proceeds.
4. Submit for approval by CITY, on or before August 1 of each year, a proposed annual
program of work and budget for the VCC and for LCC facilities.
5. Submit minutes of the meetings of the VCC and LCC boards to CITY within thirty (30)
days of approval of said minutes.
6. Comply with all State statutes and city ordinances pertaining to the use of leased facilities
and of Hotel Occupancy Tax proceeds.
7. Maintain complete and accurate financial records of all expenditures of HOT and make
such records available for review and inspection upon request of CITY.
8. Provide written quarterly reports to CITY, summarizing revenues and expenditures, as well
as convention and tourism activities and statistics, and present such reports verbally upon request
of CITY.
1
9. May, at its discretion, contract with qualified third parties to provide high quality
promotion of tourism and the hotel industry.
10. May, at its discretion, establish operating policies and procedures that give day -of -the -
week preference to activities and events at the LCC that are most likely to result in out-of-
town visits which in turn will increase HOT proceeds and promote the hotel industry.
11. Subject to reasonable availability, provide to CITY six rent-free uses of LCC facilities;
provided, however, CITY shall reimburse LCC for any damages, and shall make every reasonable
effort to use LCC facilities on weekdays instead of weekend days.
12. Subject to reasonable availability, provide to Paris Junior College three rent-free uses of
LCC facilities for college related functions; provided, however, that college shall provide a
reasonable damage deposit and/or insurance coverage for each event and reimburse LCC for any
damages.
13. Subject to reasonable availability, provide to the VCC three rent-free uses of LCC
facilities for VCC related functions; provided, however, that VCC shall provide a reasonable
damage deposit and/or insurance coverage for each event and reimburse LCC for any damages.
14. Maintain responsibility for all costs associated with the maintenance and operation of the
LCC facilities, including all capital expenditures deemed necessary to keep any and all facilities
in the same condition as of the date of execution of this agreement (normal wear and tear excluded)
throughout the term of this Agreement.
15. Take every reasonable effort and accommodation to ensure accessibility to the LCC
facilities by persons with disabilities.
Section 2. Future LlOT rate finer
1. In the event that CITY adopts, consistent with State law, an assessment rate increase in
the HOT, with the expectation of financing improvements to the VCC directly with proceeds
of the increased HOT, CITY shall establish a Capital Reserve Account into which CITY shall
deposit all proceeds from said increase. CHAMBER shall have the right, upon submission of a
written request accompanied by such supporting documentation as CITY may require, to
reimbursement from funds held in the Capital Reserve Account for monies spent by
CHAMBER for capital maintenance and improvement items approved by CITY and related to
the Love Civic Center during the term of this Agreement.
2. In the event that CITY adopts, consistent with State law, an assessment rate increase in
the HOT, with the expectation of financing improvements to the VCC directly with proceeds
bonds, certificates of obligation or other public securities to be issued by CITY
(OBLIGATIONS), CITY shall establish a debt construction account (CONSTRUCTION
ACCOUNT) in accordance with the proceedings authorizing the OBLIGATIONS into which
CITY shall deposit all or part of the proceeds of the OBLIGATIONS. CHAMBER shall have
the right, upon submission of a written request accompanied by such supporting documentation
PJ
as CITY may require, to payment or reimbursement from funds held in the CONSTRUCTION
ACCOUNT for monies spent by CHAMBER for capital maintenance and improvement items
approved by CITY and related to the Love Civic Center during the term of this Agreement.
R not an went of CITY.
Se on 3, CA B „
CHAMBER covenants and agrees it is an independent contractor and not an officer, agent,
servant or employee of CITY; that CHAMBER shall have exclusive right and authority to
control services to be performed hereunder and all persons performing same, and shall be
responsible for the acts and omissions of its officers, agents, employees, contractors,
subcontractors, and consultants; and that nothing contained herein shall be construed as
creating a partnership or joint enterprise between CHAMBER and CITY for the purpose of this
Agreement and shall, in no manner, incur expense or liability on behalf of CITY.
Section 4, old harmless.
CHAMBER does hereby agree to release, indemnify, and hold CITY and its officers and
employees harmless from and against any and all demands, debts, liabilities, suits, claims, and
causes of action of every kind and character whatsoever for damage or injury (including death)
to persons and/or property occurring on the LCC facilities and resulting from CHAMBER's
invitees, guests, agents, servants, or employees' presence upon, use, occupancy or enjoyment of
the LCC facilities. CITY shall not be liable to CHAMBER invitees, guests, agents, servants,
employees, or visitors due to the improvements located thereon, or hereafter constructed, or any
other condition of the LCC facilities being improperly constructed, maintained, or being or
becoming out of repair. However, both CHAMBER and CITY shall carry all requisite insurance
Waiver by CITY of any breach by CHAMBER of the terms, covenants, conditions, or
provisions of the Agreement shall not be deemed to be a waiver of any other breach of the same
or other term, covenant, condition, or provision of this Agreement terminated for any of the
reasons set out above and shall not bar the right of CITY to subsequently terminate this
Agreement for any of the reasons set out above.
Section 5. Severabilit m,om Mete agreement,,modificatn.
In case any one or more of the provisions contained in the 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 unenforceable
provision had never been included in the Agreement.
This Agreement constitutes the sole and only Agreement of the parties to this Agreement and
supersedes any prior understandings or written or oral agreements between the parties
3
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
aggregate; (ii) the governing body of CITY does not include the chief executive officer (or a person
with equivalent management responsibilities) of CHAMBER or the chairperson (or equivalent
executive) of CHAMBER's governing body; and (iii) the chief executive officer of CHAMBER is
not the chief executive officer of CITY or any of the qualified user's related parties (within the
meaning of section 1.150-1(b) of the U.S. Treasury Regulations). CHAMBER and CITY agree
to make a good -faith effort to amend this Agreement, to the extent necessary to ensure compliance
with the GUIDELINES. In no event will the term of this Agreement exceed the lesser of 30 years
or 80 percent of the weighted average reasonably expected economic life of the VCC.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Lease
as of the date and year first set forth above written.
EXECUTED day of 2019, by the CITY OF PARIS,
TEXAS and the LAMAR COUNTY C OF COMMERCE. acting by and through
their authorized representatives.
CITY OF PARIS, TEXAS
14
fly
jrl(rWi ' Godwin, City Manager
ATTEST:
p
Ellis, City Clerk
LAMAR COUNTY CHAMBER
OF COMMERCE
e
By:•._,
P N ul Allen, President
8JXEST:
Dr. �Lmda Kapp , =h.� e ai_.........._. �.
rperson