13- LEASE AGREEMENT WITH RED RIVER VALLEY VETERANS' MEMORIAL, INC.CITY COUNCIL AGENDA ITEM BRIEFING SHEET
Submittal Date:
Originating Department:
Presented By:
Agenda Item No.:
02/15/11
Council Date:
City Attorney
W. Kent McIlyar
13.
02/28/11
RECOMMENDED MOTION:
Move to approve a Resolution approving a Lease Agreement between the City of Paris and Red River
Valley Veterans' Memorial Inc for a.9022 acre tract of land; and authorizing the Mayor to negotiate and
execute all necessary documents.
POLICY ISSUE(S):
Lease Agreement
BACKGROUND:
The Red River Valley Veteran's Memorial non-profit corporation seeks City Council approval of a
ninety-nine (99) year ground lease from the City of Paris to RRVVM, Inc. for the development of the
Red River Valley Memorial project on a.9022 acre parcel of land adjacent to the Paris Eifel Tower.
The RRVVM group will develop a Memorial on the leased property to honor the military veterans from
the City of Paris, Lamar County and the Red River Valley. The Memorial will be constructed in three
stages with the first stage to begin following approval of the Lease Agreement.
The RRVVM Corporation has committed to funding a$20,000 perpetual care fund at a bank in Paris,
Texas to provide funding for future maintenance, upkeep and repair of the Memorial. The perpetual care
fund will also cover utility bills and insurance for the Memorial.
A copy of the site plan and artist rendering for the Memorial Project, as prepared by Denney Architects,
is attached for your review.
BOARD/COMMISSION RECOMMENDATION:
EXHIBITS:
Resolution and Lease Agreement
ACTION:
BUDGET INFO:
❑ Financial Report ❑ Minute Order
Expense
❑ Department Report Z Resolution
Budgeted Amt.
❑ Presentation ❑ Ordinance
y'j'D Actual
❑ Public Hearing ❑ Other
Acct. Name
Acct. Number
FISCAL NOTES:
REVIEWED AND APPROVED BY:
* Administration Z City Clerk ❑ Community Development ❑ EMS/IT ❑ Finance ❑ Fite
❑ Municipal Court Z Legal ❑ Libtary ❑ Police ❑ Eng./Public Works ❑ Utilities
City of Paris - - 114 Revised 2/04/08
DRAFT
RESOLUTION N0.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS,
APPROVING A LEASE AGREEMENT BETWEEN THE CITY OF PARIS, TEXAS
AND RED RIVER VALLEY VETERANS' MEMORIAL INC. FOR A.9022 ACRE
TRACT OF LAND OUT OF THE GEORGE W. COX SURVEY, ABSTRACT NO.
164, CITY OF PARIS, LAMAR COUNTY TEXAS; AUTHORIZING THE MAYOR
TO NEGOTIATE AND EXECUTE ALL NECESSARY DOCUMENTS; MAKING
OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Red River Valley Veterans' Memorial, Inc. desires to enter into a
long term lease agreement with the City of Paris for a.9022 acre parcel of land adjacent to
the Love Civic Center to build a memorial to honor the Veterans of the City of Paris, Lamar
County and the Red River Valley; and
WHEREAS, the City Council of the City of Paris hereby finds that it is in the best
interest of the City of Paris and its citizens to support the Red River Valley Veteran's
Memorial Project and does hereby authorize the Mayor to execute all documents necessary
to effectuate the lease agreement with Red River Valley Veteran's Memorial for the .9022
acre parcel identified in the Lease Agreement attached hereto and incorporated herein as
Exhibit A;
1VOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS, THAT:
Section 1. The findings set out in the preamble to this resolution are hereby in
all things approved.
Section 2. The Lease Agreement between the City of Paris and the Red River
Valley Veteran's Memorial, Inc., a copy of which is attached hereto as Exhibit A, be and the
same is hereby approved.
Section 3. The Mayor of the City of Paris be, and is hereby authorized to execute
said lease agreement and any and all other documents necessary to effectuate the lease
agreement.
Section 3. That this resolution shall be effective immediately upon passage.
DULY PASSED AND APPROVED this 28th day of February, 2011.
115
Will Biard, Mayor
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent McIlyar, City Attorney
116
LEASE AGREEMENT
STATE OF TEXAS §
§
COUNTY OF LAMAR §
This Ground 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, Inc., a Texas Non-Profit Corporation, 296 CR 43330, 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 restricted by the
laws of the State of Texas, and duly authorized to enter into this Ground Lease pursuant to
Resolution No.
Texas on
adopted and approved by the City Council of the City of Paris,
LESSEE is a domestic non-profit 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 /0- day of
~E" , 2011.
LESSOR is the fee simple owner of a 15.248 acre tract of land being part of the George W.
Cox Survey, Abstract Number 164, Paris, Lamar County, Texas conveyed from Paris Junior
College to the City of Paris on June 18, 1990 and recorded in volume 1217, page 263 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 tract 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 Memorial will draw visitors and tourists to the
City of Paris from Northeast Texas, the State of Texas as well as other parts of the country.
The City Council of the City of Paris, the Visitors and Convention Council and the Love
Civic Center Governing Board, collectively support this Memorial Project to honor the veterans 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:
Red River Valley Veterans Memorial Lease
FXHIBIY J~,_
11'7
rage i oi , o
LEASE
1. Lease ofLand. LESSOR does hereby lease, demise and let unto LESSEE a 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 in Exhibit "A" attached hereto and incorporated
herein by reference (the "Land"). LESSEE hereby leases the Land from LESSOR.
2. Term. The initial term of this ground Lease shall be for a period of ninety-nine
(99) years commencing on the day of , 2011, and ending on the
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 5 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 Term 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.
Red River Valley Veterans Memorial Lease
Page 2 of 16
- - 118
C. Prior to the effective date of this Lease, 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 theft, 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 ar disability.
L 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
Red River Valley Veterans Memorial Lease
Page 3 of 16
- - 119
solely responsible for obtaining all necessary easements for utilities, drainage and/or access to the
Memorial Project.
J. 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 $250,000.00 per person and $500,000.00 for any single occurrence 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 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 furnish 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 River Valley Veterans Memorial Lease
Page 4 of 16
. 120
of Paris, 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 andlor
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 Valley Veterans Memorial Lease
Page 5 of 16
121
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 of the
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.
8. 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.
9. 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 terms 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
Red River Valley Veterans Memorial Lease
Page 6 of 16
- 122
remedies. These rights and remedies are given in addition to any other rights the LESSOR may
have by law, statute, ordinance, or otherwise.
hereto.
13. This Lease Agreement shall be binding upon the successors and assigns of the parties
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 be 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:
City Manager
City of Paris
P. O. Box 9037
Paris, TX 75461-9037
With a copy to:
City Clerk
City of Paris
P.O. Box 9037
Paris, TX 75461-9037
LESSEE:
Red River Valley Veterans Memorial, Inc.
Attn: ~7ot.~ ~.~(,b-e►~
Title:
Addr s: .3 3
~ Z
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.
16. 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 Memorial Lease
Page 7 of 16
- 123
in Lamar County, Texas. Venue for State court actions arising under this Agreement shall be
exclusively in the courts of Lamar County, Texas; venue for federal court actions arising under this
Agreement shall be exclusively in the Federal courts for the Eastern District of Texas.
EXECUTED ON the dates shown in acknowledgments below.
CITY OF PARIS, LESSOR:
By:
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent McIlyar, City Attorney
ATTEST:
~ Mp P,
Secretary/Treasurer
Will Biard, Mayor
RED RIVER VALLEY VETERANS
MEMORIAL, INC., LESSEE
' r
By. Ge,
Name:
Title:
Red River Valley Veterans Memorial Lease Page 8 of 16
124
ACKNOWLEDGEMENTS
STATE OF TEXAS §
§
COUNTY OF LAMAR §
BEFORE ME, the undersigned authority, on this day personally appeared WILL BIARD,
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
, 2011.
STATE OF TEXAS §
§
COUNTY OF LAMAR §
Notary Public, State of Texas
BEFORE ME, the under= i ned authority, on this day personally appeared
'DovA (I)i t_t ~ rffl' of Red River Valley Veterans Memorial,
Inc., fiown 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 1b W'4 day of
r Vq,r-W , Zol1.
~~44406 ttrArFtr044 Yror O40*RA Of#4 tt 0 f 44A'Q4*O ~
Shannon N. Barrentine ~
$ :2°• °-6i: Notary Public
STATE OF TEXAS ~ Commission
~ °,FE p~res 09l25/2011 :
asnaaeoaaoooaaao~afaa+~oseaaasssasvsaso
Notary Public, State of Texas
Red River Valley Veterans Memorial Lease
Page 9 of 16
- 125
EXHIBIT "A"
Metes & Bounds Legal Description of the
Leased Premises
Red River Valley Veterans Memorial Lease
Page 10 of 16
126
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~ REGENTS OF PARIS JUMOR COLLEGE
DR VOL 350, PG 172
FIRST TRACT
CALLED 5591 ACRES
EXHlBIT A
197
0.9022 Acre
Lamar County, Texas
George W. Cox Survey A-164
August 2010
Being 0.9022 acre of land situated within the corporate limits of the City of Paris, 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 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 follows:
Beginning at a%z 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 sa.id rod a 3/8 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 Pazis Junior College District tract a distance of 300.00 feet to
a'/z inch capped iron rod set;
Thence North, a distance of 131.00 feet to a%2 inch capped iron rod set;
Thence East, a distance of 300.00 feet to a%z 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. WHITLEY, R.EGISTERED PROFESSIONAL LAND SURVEYOR, #5892, STATE OF
TEXAS, HEREBY CERTIFY THE ABOVE IS TAKEN FROM MEASUREMENTS MADE UPON THE
GROUND, CONDUCTED BY ME AND COMPLETED ON AUGUST 2,2010.
% ~J 4
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128
EXHIBIT "B"
Site Plan and Conceptual Drawing for
Red River Valley Veterans Memorial
Red River Valley Veterans Memorial Lease
Page 1 l of 16
129
❑ ❑
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EXHIBIT "C"
Management Agreement
Red River Valley Veterans Memorial Lease
Page 12 of 16
_ 1 -Q9
MANAGEMENT AGREEMENT
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 entered into 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 annually with 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 of the 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
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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 HLTNDRED 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
NO/DOLLARS ($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 100%
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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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 Veterans' Memorial invitees, guests, agents,
servants, or employees' presence upon, use, occupancy or enjoyment of the Land and leased
premises. The Civic Center shall 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 occuned. 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.
Red River Valley Veterans Memorial Lease
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135
RED RIVER VALLEY VETERANS
MEMORIAL, INC.
By: laitIz
Name: Xr
Title: i7'
LOVE CIVIC CENTER GOVERNING BOARD
By: _
Name:
Title:
Red River Valley Veterans Memorial Lease
Date
Date
136
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