20-MOTION TO APPROVE RESOLUTION AUTHORIZING A TEN YEAR AGREEMENT BETWEEN RED RIVER VALLEY FAIR ASSOCIATION & PARIS RODEO & HORSE CLUBCITY COUNCIL AGENDA ITEM BRIEFING SHEET
Submittal Date:
Originating Department:
Presented By:
Agenda Item No.:
9-16-11
Council Date:
Finance
Gene Anderson
Zp,
9-26-11
RECOMMENDED MOTION:
Motion to approve a resolution authorizing a ten year agreement between the Red River Valley Fair
Association (RRVFA) and the Paris Rodeo & Horse Club (PRHC).
POLICY ISSUE(S):
Administration
BACKGROUND: The Red River `'alley Nair Association has historically subleased a portion of the
fairgYOUnds to the PaYis Rodeo and Horse Club for the PRHC annual rodco. The prexrious lease expired
Mav 1, 2011 and the five vear extension option was not exercised. Instead, the RRVFA is Yequesting City
Council approval of a ten (10) year sublease followed by fivc y ear extension option. The reason for this
request is that when the PRHC borrows monep for capital improvements at this location, the lending
institution will require a lease at least as long as the note term. Other than the extended term and a new
surne}' of the subleased premises, this lease agreeinent is identical to prexrious lEases.
BOARD/ COMMISSION RECOMMENDATION:
NONE
ExxisiTS:
Resolution; Sublease Agreement
ACTION:
BUDGET INFO:
❑ Financial Report ❑ Minute Order
Expense
$
❑ Department Report Z Resolution
Budgeted Amt.
$
❑ Presentation ❑ Ordinance
yTD Actual
$
❑ Public Hearing ❑ Other
Acct. Name
Acct. Number
FISCAL NOTES:
None
REVIEWED AND APPROVED BY:
Z Administration ❑ City Clerk ❑ Community Development ❑ EMS/IT ❑ Finance ❑ Fire
❑ Municipal Court E Legal ❑ Library ❑ Police ❑ Eng./Public Works ❑ Utilities
City of Paris
Revised 2/04/08
82
DRAFT
s/attorney/reswork/current/RRVF 9-26-11
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS,
APPROVING THE GROUNDS SUBLEASE AGREEMENT BETWEEN THE RED
RIVER VALLEY FAIR ASSOCIATION AND THE PARIS RODEO AND HORSE
CLUB; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE
SUBJECT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Red River Valley Fair Association has requested approval from the
Paris City Council to enter into a ten (10) year grounds sublease agreement with the Paris
Rodeo and Horse Club in the form shown in Exhibit "A", attached hereto; and,
WHEREAS, the sublease agreement covers the rodeo arena at the Fairgrounds and
provides for the Paris Rodeo and Horse Club to continue putting on their annual summer
rodeo.
WHEREAS, it would be in the best interests of the City and the citizens of Paris that
such grounds sublease agreement be approved, and the Mayor should be authorized to
acknowledge approval of said sublease by signing same;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS:
Section 1. That the findings set out in the preamble to this resolution are hereby
in all things approved.
Section 2. That the Red River Valley Fair Association be, and it is hereby, granted
approval to enter into the grounds sublease agreement with the Paris Rodeo and Horse
Club in the form shown in Exhibit "A", attached hereto.
Section 3. That the Mayor be, and he is hereby, authorized and directed to
execute all documents necessary to demonstrate the City Council's approval of the grounds
sublease agreement.
Section 4. That this resolution shall be effective from and after its date of passage.
PASSED AND APPROVED this 26th day of September, 2011.
A.J. Hashmi, M.D., Mayor
I , 83
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent McIlyar, City Attorney
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GROUNDS SUBLEASE AGREEMENT
SUBLESSOR: SUBLESSEE:
RED RIVER VALLEY PARIS RODEO & HORSE CLUB
FAIR ASSOCIATION, INC.
85
Table of Contents
Page
Preamble--Parties
4
DEMISE AND
DESCRIPTION OF PROPERTY
4
ARTICLE l.
TERM
41.01.
Term of Sublease
4
#1.02.
Option to Extend Term
4
ARTICLE 2.
RENT
#2.01.
Consideration
5
42.02.
Gross Receipts Defined
5
#2.03.
Statement of Gross Receipts
6
#2.04.
Books and Records of Sublessee..........
6
ARTICLE 3.
USE OF PREMISES
#3.01.
Primary Purpose
7
43.02.
Illegal Use Not Permitted
7
#3.03.
Waste and Nuisance
7
ARTICLE 4.
UTILITIES
ARTICLE 5.
REPAIRS, MAINTENANCE, AND RESTORATION
8
45.01.
Lessee's Duty to Maintain and Repair....
8
#5.02.
Damage and Destruction
8
ARTICLE 6.
MECHANICS' LIENS
8
ARTICLE 7.
INSURANCE AND INDEMNIFICATION
#7.01.
Insurance on Buildings & Improvements...
9
#7.02.
Liability Insurance
9
#7.03.
Construction Liability Insurance........
9
#7.04.
Certificate of Insurance
10
#7.05.
Indemnification of Sublessor............
10
ARTICLE 8.
TAXES
#8.01.
Payment by Sublessee
10
#8.02.
Payment by Sublessor
10
ARTICLE 9.
CONSTRUCTION BY SUBLESSEE
49.01.
Ownership of Buildings, Improvements,
and Fixtures
11
#9.02.
Right to Remove Improvements
11
#9.03.
Removal Restrictions
12
ARTICLE 10.
SUBLEASE
#10.01.
Subletting by Sublessee
12
ARTICLE 11.
DEFAULT AND REMEDIES
#11.01.
Termination on Default
12
#11.02.
Waiver of Breach
12
#11.03.
Possession after Default
13
ARTICLE 12.
SPECIAL PROVISIONS
#12.01.
Possession of Subleased Premise
by Sublessor
13
#12.02.
Advertisement Prohibition
13
#12.03.
Use of Additional Premises by
Sublessee
14
#12.04.
Parking
14
4
5
7
9
11
12
12
13
7
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ARTICLE 13. MISCELLANEOUS
#13.01.
Notices and Addresses
15
413.02.
Parties Bound
#13.03.
Texas Law to Apply
15
#13.04.
Legal Construction
15
#13.05.
Prior Agreements Superseded............
15
#13.06.
Amendment
16
413.07.
Rights and Remedies Cumulative.........
16
#13.08.
Attorney's Fees and Costs
16
413.09.
Force Majeure
16
#13.10.
Time of Essence
17
#13.11.
Sublease Approval
17
#13.12.
Sublease Subject to Main Lease.........
17
ACKNOWLEDGEMENTS
19-20
City of
Paris Approval
16
20
15
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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 being a
4.979 acre tract of land in the Reding Russell Survey, Abstract No.
786,in the City of Paris, Lamar County, Texas as further described
in the survey attached hereto as Exhibit "A".
ARTICLE l. TERM
Terms of Sublease
#1.01. The term of this sublease shall be for a period of ten
years, beginning on the lst day of May, 2011 and ending on May l,
2021, 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.
OPTION TO EXTEND TERM
#1.02. Sublessee 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 five 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
4
8cg
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 l, 2021, and not later than September 30, 2021 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.
ARTICLE 2. RENT
Consideration
#2.01. Sublessee agrees to make improvement on the subleased
premises to the extent of five per cent (050) of its annual gross
receipts. Sublessee agrees and covenants that it will expend
during each year, for such purpose, five per cent (05a) of its
total gross receipts for the ten year term of this sublease.
However, in the event Sublessee expends in excess of five per cent
(050) during any one year hereof for such purpose, such excess may
be credited on the total amount to be expended by Sublessee
hereunder.
Gross Receipts Defined
42.02. 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:
5
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I. The amounts received from the sale of inerchandise or
services sold or performed, in, on, or from the subleased premises.
ii. Proceeds from rentals of the premises.
iii. The amounts received for ticket sales for any activity on
the premises.
iv. Amounts received for Sublessee's annual rodeo.
v. The amounts received from any other source.
vi. The terms "sums of money" shall include services rendered
or value 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 April 15th, July 15th, October 15th and
January 15th of each year, beginning May 15th, 2011.
Sublessee agrees to provide its statement of gross receipts to
Sublessor by sending a copy to Sublessor's mailing address, located
at 570 East Center Street, Paris, Texas 75460, or 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
6
90
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 States, the State of Texas,
or the City of Paris, Texas, or other lawful authority having
jurisdiction over the leased premises.
Waste and Nuisance
43.03. 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 and regulations of governmental agencies,
concerning the use of the premises.
ARTICLE 4. UTILITIES
#4.01. Sublessee shall pay or 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.
7
- - - 91
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 existing buildings and all buildings 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 keep 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 casualty; provided, however,
that if commencement or completion of this requirement is
prohibited by a 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 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,
8
~ ~ . 92
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 or
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 of its
equivalent. This insurance shall be carried by insurance companies
authorized to transact business in Texas, selected by Sublessee and
approved by Sublessor and the City of Paris, whose approval shall
not be unreasonably withheld. The insurance shall be paid for by
Sublessee and shall be in amounts not less than the replacement
costs 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 name Sublessee,
Sublessor and the City of Paris as named insured, and shall be paid
for by Sublessee. The insurance provided pursuant to this section
shall be in the amount of not less than $1,000,000 combined single
limit policy for personal injury and property damage, or in the
amount required by the Texas Torts Claims Act as applied to cities,
whichever is greater. 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.
9
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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 the City
of Paris, and shall be paid for by Sublessee. The insurance shall
have limits of not less than $1,000,000 combined single limit
policy for one accident for personal injury and property damage, or
in the amount required by the Texas Torts Claims Act as applied to
cities, whichever is greater, 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 and the City of
Paris 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,
notwithstanding 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 and the City of Paris for
any such loss, damage, or injury, and agrees to indemnify and hold
Sublessor and the City of Paris entirely free and harmless from all
liability for any such loss, damage, or injury of all other
persons, and from all costs and expenses arising from any claims or
demands of other persons concerning any such loss, damage, or
injury.
10
94
ARTICLE 8. TAXES
Payment by Sublessee
#8.01. Sublessee shall pay and discharge all taxes, general
and special assessments, and other charges of every 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
contested 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 Building, 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.
11
9 J
Right to Remove Improvements
#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 sublessee 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 repair any damage to any buildings or
improvements 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 Sublessor 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 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 11. DEFAULT AND REMEDIES
Termination on Default
411.01. Should
covenant, condition,
the default within
Sublessee default
or agreement in this
fifteen (15) days
in the performance of any
sublease, and not correct
after receipt of written
12
96
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 Sublessor of any breach of 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 of
any other term, covenant, or 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 of 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 its
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. During
such possession, Sublessor shall be responsible for all utility
use; these charges to be based upon statements received from the
respective utility companies.
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97
#12.01. (b) Sublessor will, during its possession of the
subleased premises under # 12.01, (a) provide indemnity of like
kind as described in # 7.05 to Sublessee. Sublessee will during
its possession of the Coliseum or Livestock Barn 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 its 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 its full rodeo prior to the end
of the first weekend of each year of this sublease. Sublessor
agrees not to advertise its 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 its
annual fair or Sublessee changes the week of its 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 the Sublessee, that
Sublessee shall have possession of the Coliseum building or
Livestock Barn located on the premises of Sublessor. During such
possession, Sublessee shall be responsible for all utility use;
these charges to be based upon statements received from the
respective utility companies. 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 11:59 a.m. o'clock on the second day
subsequent to the last day of the rodeo.
Parking
412.04. (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 the North parking lot of Sublessor's
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premises for parking subject to the rights, duties and obligations
of other sublessee 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 subleases of the premises.
412.04. 8 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.
ARTICLE 13. MISCELLANEOUS
Notices and Addresses
#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.
570 East Center Street
Paris, Texas 75460
Sublessee: President
Paris Rodeo and Horse Club
P. O. Box 736
Paris, Texas 75461-0736
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
#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 representatives,
successors, and assigns when permitted by this agreement.
Texas Law to Apply
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#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 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 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 of this agreement.
Rights and Remedies Cumulative
#13.07. The right and remedies provided by this sublease
agreement are cumulative, and the use of any one 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.
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Force Majeure
#13.09. Neither Sublessor nor 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 Sublease 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 its duly authorized representative below. Upon
the execution of this sublease and approval by the City of Paris,
the previous agreements between the parties hereto dated March 14,_
2006, shall be canceled and of no further force or effect.
Sublease Subject to Main Lease
#13.12. Notwithstanding any of the above, this sublease shall
be subject to all the terms, conditions and covenants that are part
of the Main Lease, referred to in # 1.01., above.
The undersigned Sublessor and Sublessee execute this agreement
on , 2011, at Paris, Lamar County, Texas.
Sublessee: Sublessor:
Paris Rodeo and Horse Club Red River Valley Fair
Association, Inc.
By
President By:
P. O. Box 736 President
Paris, Texas 75461-0736 570 East Center St.
Paris, Texas 75460
By By:
Secretary Secretary
P. O. Box 736 570 East Center St.
Paris, Texas 75461-0736 Paris, Texas 75460
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STATE OF TEXAS }
}
COUNTY OF LAMAR }
ACKNOWLEDGEMENTS
BEFORE ME, the undersigned authority, on this day personally
appeared, 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 purpose and consideration therein
expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
, 2011.
day of
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, , Secretary 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
she executed the same for the purpose and consideration therein
expressed, and in the capacity therein stated.
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GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
, 2011.
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, , 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 purpose and consideration therein
expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
, 2011.
Notary Public, State of Texas
Printed name:
My commission expires:
19
day of
- 1 103
STATE OF TEXAS }
}
COUNTY OF LAMAR }
BEFORE ME, the undersigned authority, on this day personally
appeared, , Secretary, of 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 purpose and consideration therein expressed, and in
the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
, 2011.
Notary Public, State of Texas
Printed name:
My commission expires:
day of
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 day of , 2011.
LESSOR:
CITY OF PARIS, TEXAS
BY:
A.J. Hashmi, M.D.,Mayor
Janice Ellis, City Clerk
APPROVED AS TO FORM:
w. xenL mcllyar, uity ALLOrney
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