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08-E Chamber/Depot LeaseAGENDA INFORMATION SHEET PROJECT: Authorization of a Lease Agreement between the City of Paris and the Lamar County Chamber of Commerce for use of the Santa Fe-Frisco Depot building. BACKGROUND: The City of Paris is close to completing the long process of rehabilitating and revitalizing the Santa Fe-Frisco Depot building. Through the auspices of and funding provided by the Texas Department of Transportation, and through the involvement of the Lamar County Chamber of Commerce and other support groups and individuals in the community, and especially through the support of the wardens and other officials of the Buster Cole Unit of the Texas Department of Corrections and the countless inmates thereof who participated in the project, as well as the efforts of the City's Construction Liaison, Mr. Tommy Haynes, and the City's Construction Manager, Mr. Wendell Moore, the rehabilitation project known as the Santa Fe-Frisco Depot Project is close to completion. The intended purpose for this structure, once complete, is to house and provide facilities for the Lamar County Chamber of Commerce as well as an area for use by the Lamar County Genealogical Society. Since the project is close to completion, the City needs to enter into a Lease Agreement with the Lamar County Chamber of Commerce for the use of the structure. DESCRIPTION: The proposed Lease Agreement would provide a five year term, which is customary for the City's contracts, at a rental of a dollar ($1.00) per year by the Lamar County Chamber of Commerce. The Lease contains the customary provisions regarding maintaining the building, any necessary repairs, and other similar provisions customary to such leases. All such costs for any renovations, repairs, maintenance, and other similar costs, will be borne exclusively by the Chamber. In addition, the Chamber will sublease to the Lamar County Genealogical Society, in a form acceptable to the City, that portion of the Depot to be utilized by the Genealogical Society. COSTS: There would be no further cost to the City with regard to the lease. While the Chamber would be obligated to make no lease payments, all costs of maintaining and using the structure, including insurance, utilities, etc., would be borne exclusively by the Chamber. LOCATION: Location of the Depot building is at 1125 Bonham Street. RECOMMENDED ACTION: Consider approval of the resolution and the accompanying Lease Agreement. STAFF CONTACT: City Attorney Larry W. Schenk; Project Director Tommy Haynes; City Manager Michael E. Malone; Chamber of Commerce President Gary Vest SCHEDULE: Approval of the Lease Agreement is necessary at City Council's October 14, 2002 regular Council Meeting in anticipation of the structure being available and ready for occupancy. ADDITIONAL MATERIALS: See attached accompanying resolution and Lease Agreement. DRAFT F:kAttorneykALICEhO. ESWORK\CURRENT\Chamber Lease - Depot 2002 Res.wpd October 11, 2002 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS, APPROVING AND AUTHORIZING A LEASE AGREEMENT BY AND BETWEEN THE CITY OF PARIS AND THE LAMAR COUNTY CHAMBER OF COMMERCE FOR USE OF THE SANTA FE-FRISCO DEPOT BUILDING; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Paris has participated in a rehabilitation project by and through the auspices of and grant funding provided by the Texas Department of Transportation to rehabilitate the Santa Fe-Frisco Depot building located in the city of Paris; and, WHEREAS, the aforesaid Santa Fe-Frisco Depot building is an outstanding example of railroad architecture and a historical structure of great significance not only to the City of Paris but to the entire State of Texas; and, WHEREAS, the end use of the aforesaid Depot structure, upon completion of the rehabilitation project, is to afford new offices for the Lamar County Chamber of Commerce and the Lamar County Genealogical Society; and, WHEREAS, the City Council of the City of Paris, Paris, Texas, desires to enter into a Lease Agreement with Lamar County Chamber of Commerce for the use and occupancy of the rehabilitated and revitalized Santa Fe-Frisco Depot building; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, 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 City Manager be, and he is hereby authorized and directed to execute and the City Clerk to attest to that Lease Agreement by and between the City of Paris and the Lamar County Chamber of Commerce, a copy of which is attached hereto and for all purposes incorporated herein, for the lease by the Lamar County Chamber of Commerce of the Santa Fe-Frisco Depot building. Section 3. That this resolution shall be effective from and after its date of passage. PASSED AND APPROVED this 14th day of October, 2002. ATTEST: Michael J. Pfiester, Mayor Mattie Cunningham, City Clerk APPROVED AS TO FORM: Larry W. Schenk, City Attorney LEASE AGREEMENT STATE OF TEXAS ) ) KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LAMAR ) THIS LEASE AGREEMENT is made this 14th day of October, 2002, by and between the CITY OF PARIS, PARIS, TEXAS, a municipal corporation, acting by and through its Mayor, Michael J. Pfiester, duly authorized, hereinafter called LESSOR, and the CHAMBER OF COMMERCE OF LAMAR COUNTY, INC., Paris, Texas, acting by and through its President, Gary Vest, duly authorized, hereinafter called LESSEE. WlTNESSETH: For and in consideration of the payment to the CITY OF PARIS of the sum of One and no/100 Dollars ($1.00), and other good and valuable consideration, the CITY OF PARIS does hereby lease, rent, and let unto the CHAMBER OF COMMERCE OF LAMAR COUNTY, INC. the property known as the Santa Fe-Frisco Depot, described on Exhibit A, attached hereto and made a part hereof for all legal purposes, hereinafter referred to as the "Premises". IN CONSIDERATION WHEREOF, it is mutually agreed by and between LESSOR and LESSEE: 1. That LES SEE will use and maintain the described Premises for Chamber of Commerce and Lamar County Genealogical Society activities, including, but not limited to, visitors and convention activities, transportation related activities, and the creation of a transportation museum, subject to the requirements specified herein. 2. That the initial term of this Lease shall be for five (5) years, beginning on the 14th day of October, 2002 and ending on the 13th day of October, 2007; provided, however, that this Lease shall be extended and automatically renewed for an additional two (2) consecutive five (5) year terms, unless either party to the agreement provides written notice to the other party of intent to terminate said Lease, said notice to be provided by or before August 14th of the fifth year of the then current five (5) year term. In the event that all automatic renewals are extended this Lease shall have a final termination date of the 13th day of October, 2017. EXHIBIT A 3. That LESSOR shall during the term of this Lease construct a parking lot on a portion of the Premises as identified by LESSOR. Said parking lot shall be used jointly by LESSEE and by patrons of LESSEE's adjacent park. As part of the consideration for this Lease, LESSEE agrees to be responsible, at its sole cost and expense, for any and all necessary maintenance, repairs, improvements, and upkeep of said parking lot. 4. That LES SEE, at LES SEE's sole cost and expense, shall keep the interior and exterior (including all structural and non-structural) portions of the leased Premises including, but not limited to, plumbing, heating, lighting, air conditioning, and any other system in connection therewith and all other parts of the leased Premises, in good order and condition and will make all necessary repairs to the leased Premises, both ordinary and extraordinary, foreseen and unforeseen, and will make all necessary replacements of like quality when beyond repair. This obligation shall extend to the land and all improvements located thereon. LESSEE shall be responsible for all cleaning, custodial and janitorial, and landscaping services and shall keep the leased Premises in neat, safe, sanitary, orderly, and sightly condition and in good working order at all times. In the event LESSEE fails to comply with this paragraph, LESSOR may notify LESSEE in writing that such maintenance, repair, or cleaning shall be done, and in the event that LESSEE fails to correct the condition within thirty (30) days of LESSOR's written notice, LESSOR or its authorized designee may enter the leased Premises and provide the necessary maintenance or repair services and LESSEE agrees to pay LESSOR such expenses within fifteen (15) days upon receipt of an invoice. This is not to be construed as a duty or obligation of LESSOR to make any repair or perform any work or cleaning which the LESSEE is required to make or perform. 5. That LESSEE acknowledges and recognizes the historical significance and character of the Premises, and agrees to take all measures necessary to preserve and protect the historical character of the Premises. To that end, LESSEE agrees not to make any additions, changes, improvements, or modifications to the leased Premises without the prior written approval of LESSOR. In the event of such consent, all improvements or modifications shall be made at the expense of LESSEE and, at the expiration of this Lease, shall become the property of LESSOR. Chamber of Commerce Lease - Page 2 Prior to construction of any additions, changes, modifications, or other improvements, the LESSEE shall obtain the LESSOR's written approval of the plans and specifications for such construction. The preliminary submission by the LESSEE shall employ essentials of aesthetics, convenience, function and design, and shall be compatible in all respects with the historical character and nature of the Premises. Upon approval of such preliminary plans, LESSEE shall prepare complete plans and specifications for the proposed construction. A construction application and final plans and specifications, when rendered, shall be submitted to the LESSOR for approval. The 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 to indemnify, hold harmless, defend and insure LESSOR, its 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. The LESSEE shall require all contractors to furnish liability insurance in such reasonable amounts as may be required by the LESSOR. In the alternative, the LESSEE itself may provide the indemnity and liability insurance otherwise required of contractors. All plans and specifications referred to above and all construction, renovation, remodeling, or refurbishing to or upon the leased Premises shall maintain the historical character of the Premises and shall meet all current codes required by the LESSOR, the State of Texas, or any other entity with jurisdiction, and shall provide for the construction to be from material satisfactory and acceptable to the LES S OR. During the progress of all work, LES S OR'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. The LESSEE further covenants that all construction work to be performed by it or its contractors, including all workmanship or materials, shall be of first class quality and shall be performed in accordance with the plans and specifications approved by the LESSOR. LESSEE agrees that it shall deliver to the LES SOR "as built" transparencies of the improvements constructed by it and shall, during the term of this Lease keep such transparencies, if any, current, showing thereon any changes or modifications which may be made in or to the improvements. LESSEE shall Chamber of Commerce Lease - Page 3 also provide a detailed cost summary of the costs incurred in such construction. In the event that LESSEE fails to comply with the provisions of this section of this Lease, the LESSOR may, in addition to any other remedies available to it, terminate this Lease. 6. That LES SEE shall, at LES SEE's sole cost and expense, be responsible for providing all furniture, furnishings, office equipment, and other similar equipage necessary to the use of the Premises. That all such personal property belonging to LESSEE located on the leased Premises and/or in the improvements located thereon shall be there at the sole risk of the LESSEE. LESSOR shall have no liability or responsibility for any theft, misappropriation, or damage to any personal property belonging to the LESSEE, any subtenant, or customer of the LESSEE. LESSEE shall remove all items of personal property from the Premises upon termination or expiration of this Lease. If LESSEE fails to remove such property from the leased Premises upon termination or expiration of this Lease, then LESSOR retains the right to remove or have removed at the expense of LESSEE all such property, and LESSEE agrees to pay LESSOR for such expense of removal within fifteen (15) days after receipt of an invoice from LESSOR. 7. That LESSEE will take good care of the 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 Lease in as good condition as when leased; and LESSEE will, upon the expiration of this Lease, peaceably yield up to LESSOR all and singular the Premises and all future modifications, additions, or repairs to or upon same, in good repair. 8. That LESSEE agrees that it will at all times keep the leased Premises, including the inside and the outside clean and free of trash, litter, tall grass and weeds, and will at all times adhere to and be in strict conformance with all state and local laws and ordinances. 9. That LES SEE shall pay or cause to be paid all charges for water, heat, gas, electricity, sewer, trash, and all other utilities used on the leased Premises throughout the term of this Lease, including any connection fees. 10. That it shall be lawful for LES SOR' s designated representatives to enter upon and into the leased Premises, and every part thereof, at all times for the purpose of inspecting and examining Chamber of Commerce Lease - Page 4 the condition thereof. 11. That LESSEE shall not erect, paint upon, attach, exhibit or display in, on, or about said leased Premises any sign without the prior express written consent of the LES SOR's designated representative. 12. That LESSEE shall during the term hereof maintain at LESSEE's sole cost and expense insurance against loss or damage to improvements by fire, lightning, and other risks from time to time included under standard extended coverage policies, and sprinkler, vandalism, and malicious mischief in an amount not less than the full replacement value of the Premises, or such other amount as LESSOR shall require. 13. That LES SEE agrees to obtain and maintain construction liability insurance at all times when demolition, excavation, or construction work is in progress on the leased Premises. This insurance shall be carried by insurance companies authorized to transact business in the state of Texas, selected by LESSEE and approved by LESSOR, and shall be paid for by LESSEE. This insurance shall have limits of not less than $100,000.00 for property damage and $250,000.00 for one person and $500,000.00 for one accident for personal injury 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 leased Premises. 14. LESSEE agrees to indemnify, save, keep, and hold harmless LESSOR from and against any and all demands, debts, liabilities, suits, claims, and causes of action of every kind and character whatsoever for damage or injuries to persons and/or property occurring on the leased Premises resulting from LESSEE, LESSEE's invitees, agents, servants, or employees' use, and LES SOR shall not be liable to LES SEE, LES SEE's invitees, agents, servants, employees, or visitors due to the improvements located thereon, or hereafter constructed, or any other condition of the Premises being improperly constructed, maintained, or being or becoming out of repair, LESSEE hereby waives any defects therein and agrees to hold and save LESSOR harmless from all claims for any such damages or injuries, and LESSEE must, at all times during the term of this Lease keep and Chamber of Commerce Lease - Page 5 maintain in full force and effect a policy or policies of insurance, providing at least $250,000.00 per person and $500,000.00 for any single occurrence for bodily injury or death and $100,000.00 for any single occurrence for injury to or destruction of property, indemnifying all persons for any and all damages, personal injuries, or property damages sustained in or upon the Premises of said leased property, or any part thereof, as the result of the negligence of LES SEE, LES SEE's invitees, agents, servants, or employees, and shall pay all premiums due thereon when due. 15. That with regard to all insurance required under this Lease, it is expressly provided that such insurance policy or policies shall and must be written and issued by a reputable insurance company or companies, with LESSOR as an additional insured, subject to approval by the City Attorney of the City of Paris, and LESSEE or LES SEE's insurance carrier or carriers shall deliver a copy of any such policies to the City Clerk of the City of Paris, 150 1st Street S.E., Paris, Texas 75460, or furnish to said City Clerk a current letter or certificate from such company or companies, evidencing the fact that such insurance is in full force and effect at all times during this Lease and any extension hereof, and specifically noting thereon that LESSOR is an additional insured. All such policies shall be written so that the LESSOR will be notified of cancellation or of any restrictive amendment of the policies at least thirty (30) days prior to the effective date of such cancellation or amendment. Notice shall be by certified mail, return receipt requested, addressed to the LESSOR at the following address: City Clerk, City of Paris, P. 0. Box 9037, Paris, Texas 75461-9037. That LESSEE agrees that if LESSEE does not keep all insurance required under this Lease in full force and effect, LESSOR may declare this Lease, and all rights and interest created by it, to be terminated. 16. That in case of any damage to or destruction of leased Premises, or any part thereof, LESSEE will promptly give written notice thereof to LESSOR, generally describing the nature and extent of such damage and/or destruction. In case of any damage to or destruction of leased Premises, or any part thereof, LESSEE, whether or not the insurance proceeds, if any, payable on account of such damage and/or destruction shall be sufficient for such purpose, at LESSEE's sole cost, risk, and expense, will promptly commence and complete the restoration, repair, and replacement of said leased Premises in the same Chamber of Commerce Lease - Page 6 condition (or as nearly as possible) prior to such damage and/or destruction, with such alterations in and additions thereto as may be approved in writing by LESSOR (hereinafter sometimes referred to as the "Restoration". All insurance proceeds, if any, payable on account of such damage to or destruction of the leased Premises shall be held by LESSOR. LESSOR shall be protected in acting upon any certificate believed by LESSOR to be genuine and to have been executed by the proper party and shall receive such certificate as conclusive evidence of any fact or as to any matter therein set forth. Such certificate shall be full warranty, authority, and protection to LESSOR in acting thereon, and LESSOR shall be under no duty to take any action other than as set forth in this paragraph. Insurance proceeds received by LESSOR on account of any damages to or destruction of the leased Premises, or any part thereof (less the costs, fees, and expenses incurred by LESSOR and LESSEE in the collection thereof, including without limitation, adjuster's and attorney's fees and expenses), shall be applied as follows: A. Net insurance proceeds as above defined shall be paid to LES SEE or as LES SEE may direct from time to time as Restoration progresses to pay (or reimburse LESSEE for) the cost of Restoration, upon written request of LESSEE to LESSOR accompanied by (1) certificate of a supervising architect or engineer approved by LESSOR, describing in reasonable detail the work and material in question and the cost thereof, stating that the same were necessary or appropriate to the Restoration and constitute a complete part thereof, and that no part of the cost thereof has theretofore been reimbursed, and specifying the additional amount, if any, necessary to complete the Restoration, and (2) an opinion of counsel satisfactory to LESSOR that there exist no mechanics', materialmen' s, or similar liens for labor or materials except such, if any, as are discharged by the payment of the amount requested. B. Upon receipt by LESSOR of evidence of the character required by the foregoing clauses (A)(1) and (2) that Restoration has been completed and the cost thereof paid in full, and that there are no mechanics', materialmen' s, or similar liens for labor or Chamber of Commerce Lease - Page 7 materials supplied in connection therewith, the balance, if any, of such proceeds shall be paid to LESSEE or as LESSEE may direct. In the event that LES SEE does not promptly commence Restoration, or after commencement LESSEE does not diligently proceed to the completion of same, LESSOR shall have the right to commence or complete Restoration after LESSOR has given LESSEE thirty (30) days prior written notice requesting the commencement of Restoration or that LESSEE diligently proceeds to the completion of same if LESSEE during such thirty (30) day period does not so commence or proceed to diligently complete Restoration. In such event, LESSOR shall retain the insurance proceeds, and LESSEE shall pay any deficiency if such proceeds are not sufficient for Restoration. 17. That LES SEE shall pay and discharge all taxes, including without limit sales, use, and excise taxes, ad valorem taxes, taxes on personal property, 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 LESSOR or to LESSEE. LESSEE 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. LESSEE shall at no time permit the foreclosure of any tax liens to LESSEE's leasehold interest in the leased Premises or the buildings, fixtures, or other improvements on the leased Premises. LESSEE shall have the right in good faith at its own sole cost and expense 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. At any time that the payment of any item of taxes, special assessments, or governmental charges which LES SEE is obligated to pay under the provisions of this paragraph remain unpaid and uncontested later than fifteen (15) days before the same shall become delinquent, LES SOR may declare this Lease, and all rights and interest created by it, to be terminated. 18. That LESSEE shall, as soon as possible following the execution of this Agreement, enter into a sublease agreement with the Lamar County Genealogical Society, upon such terms and conditions as are acceptable to LESSOR, for the use by the Society of that portion of the Premises Chamber of Commerce Lease - Page 8 described in Exhibit B herein. Such sublease shall include terms and conditions essentially the same as those contained in Paragraphs 1, 2, 5-8, 10-11, and 19-30 of this agreement, shall be of a duration coextensive with the duration of this Lease, and shall be subject to approval by LESSOR. 19. That LES SEE shall, as soon as possible following the execution of this agreement, and in conjunction with the Lamar County Historical Society, the Lamar County Genealogical Society, and other interested parties and organizations, coordinate and cause the creation of a transportation museum in such portion or portions of the Premises as shall be approved in advanced by LESSOR. The scope of the museum, including its activities, hours of operation, and other related issues shall be submitted to LES SOR prior to implementation. The museum so created shall as a minimum satisfy any and all requirements imposed by the Texas Department of Transportation as a condition of or related to the grant funding received in furtherance of the rehabilitation and revitalization of the premises. From and after the creation of the museum, LESSEE shall, at its own cost and expense, continue the maintenance, upkeep, and operation of said museum during the duration of this lease. At such time as this Lease shall expire or be terminated, any and all assets placed on display in the museum for which title has not been retained by the party making the donation, shall become the property of LESSOR. 20. Save and except for that sublease required in Paragraph 18 herein, that LESSEE will not sublet the rented Premises, or any part thereof, without the consent, in writing, of LESSOR first had and obtained, provided, however, that such consent may be given by the City Manager in the event such subletting shall not exceed one week. 21. That LES SOR shall have the right and privilege of using any portion of said property so leased for functions sponsored by the City of Paris, or any department thereof, which function has been approved by the City Council of the City of Paris, which use shall be conducted on a non- interfering basis with the Chamber of Commerce of Lamar County, Inc.'s activity. 22. That the following events shall be deemed to be events of default by LES SEE under this Lease. Chamber of Commerce Lease - Page 9 A. Failure of LESSEE to comply with any term, condition, or covenant of this Lease, and such failure shall not be cured within thirty (30) days after 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. C. 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 LES SEE or any guarantor of LES SEE' s obligations, or adjudication as a bankrupt or insolvent in proceedings filed against LESSEE or such guarantor. D. Appointment of a receiver or trustee for all or substantially all of the assets of LES SEE or any guarantor of LES SEE' s obligations. E. Abandonment by LESSEE of any substantial portion of the leased Premises or cessation of use of the leased Premises for the purposes leased. F. The filing of any lien against the leased Premises resulting from any act or omission of LESSEE which is not discharged or contested in good faith as determined by LESSOR by proper legal proceedings within fifteen (15) days of receipt of actual notice by LESSEE, unless LESSEE posts a bond within this time period equal to the amount of the lien. In the event of any default by the LESSEE that is not cured within thirty (30) days of receiving notice from LESSOR, LESSOR may, in addition to any other remedies available to it, terminate this Lease. In addition to the termination and forfeiture right described in the preceding paragraph, LESSOR shall have the following rights and remedies upon default by LESSEE: A. The recovery of any damages, costs, fees, and expenses incurred by LESSOR as a result of the breach of the Lease by LES SEE, including reasonable attorneys' fees and expenses. Chamber of Commerce Lease - Page 10 B. The removal of all persons from the leased Premises, and the removal and storage at LESSEE's expense of all property on the leased Premises. C. Any other right or remedy, legal or equitable, that LESSOR is entitled to under applicable law. No termination shall relieve the LESSEE of the obligation to deliver and perform on all outstanding obligations and requirements prior to the effective date of the termination and LES SEE' s liabilities under this Lease shall continue. In the event of any such termination as above enumerated, LESSOR shall have the right at once and without further notice to the LESSEE to enter and take full possession of the leased Premises occupied by the LESSEE under this Lease. Upon the termination of this Lease for any reason, LESSEE shall yield up said leased Premises, facilities, fixtures, and equipment to LESSOR in the same condition as when received. In the event of the failure on the part of the LESSEE upon the termination of this Lease to immediately remove from the leased Premises all property owned by it, LESSOR may effect such removal and store such property at LESSEE's expense. LESSEE further covenants and agrees to pay and discharge all reasonable costs, attorney's fees, and expenses that may be incurred by LESSOR in enforcing the covenants, conditions, and agreements of this Lease, re-entering and/or repossessing the leased Premises, restoring the leased Premises to good and proper repair/order, and protecting the leased Premises. 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. 23. 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. Chamber of Commerce Lease - Page 11 24. 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. 25. That this Lease constitutes the sole and only agreement of the parties to this Lease and supercedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Lease. 26. 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. 27. 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 remedies. These rights and remedies are given in addition to any other rights the LESSOR may have by law, statute, ordinance, or otherwise. 28. That all notices required under this Lease must be given by certified mail or registered mail, addressed to the proper party, at the following addresses: LESSOR City Manager City of Paris P. O. Box 9037 Paris, TX 75461-9037 LESSEE Chamber CEO Lamar County Chamber of Commerce 1125 Bonham Street Paris, TX 75460 Either party may change the address to which notices are to be sent by giving the other party notice of the new address in the manner provided in this paragraph. 29. That this Lease, shall not be assignable by LESSEE without the express written consent of the LESSOR. 30. That this Lease shall be binding upon, and inure to the benefit of, the respective heirs, executors, administrators, legal representatives, successors, and assigns when permitted by this Lease. Chamber of Commerce Lease - Page 12 31. 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 are performable in Lamar County, Texas. Venue for State court actions arising under this Lease shall be exclusively in the courts of Lamar County, Texas; venue for federal court actions arising under this Lease 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: ATTEST: By: Michael E. Malone, City Manager Mattie Cunningham, City Clerk APPROVED AS TO FORM: Larry W. Schenk, City Attorney CHAMBER OF COMMERCE OF LAMAR COUNTY, INC., LESSEE Gary Vest, President STATE OF TEXAS COUNTY OF LAMAR BEFORE ME, the undersigned authority, on this day personally appeared MICHAEL E. MALONE, City Manager of the City of Paris, 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 14th day of October, 2002. Chamber of Commerce Lease - Page 13 Notary Public, State of Texas STATE OF TEXAS ) COUNTY OF LAMAR ) BEFORE ME, the undersigned authority, on this day personally appeared Gary Vest, President of the Chamber of Commerce of Lamar County, 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. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 2002. __ day of October, Notary Public, State of Texas Chamber of Commerce Lease - Page 14