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07-C Genealogical Soc SubleaseDRAFT F:ALICE~.ESWORK\CURRENT\Genealogical Soc Sublease Res January 31, 2003 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS, APPROVING THE SUBLEASE AGREEMENT BETWEEN THE CHAMBER OF COMMERCE OF LAMAR COUNTY, INC. AND THE GENEALOGICAL SOCIETY FOR A PORTION OF THE SANTA FE- FRISCO DEPOT BUILDING; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Paris, Paris, Texas, and the Chamber of Commerce of Lamar County, Inc. have previously entered into a Lease Agreement dated October 14, 2002, whereby the City of Paris leased to the Chamber of Commerce of Lamar County, Inc. those Premises known as the Santa Fe-Frisco Depot, as further described in the aforesaid agreement; and, WHEREAS, as a condition of the aforesaid Lease Agreement, the Chamber of Commerce of Lamar County, Inc. was obligated to enter into a sublease agreement with the Lamar County Genealogical Society, on such terms and conditions as were acceptable to and approved by the City of Paris in the form attached hereto as Exhibit A, whereby the Chamber of Commerce of Lamar County, Inc. would sublet a portion of the Santa Fe-Frisco Depot premises to the Lamar County Genealogical Society for official Genealogical Society purposes; and, WHEREAS, it would be in the best interests of the citizens of the city of Paris that such sub- lease agreement with the Lamar County Genealogical Society be approved; 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 Chamber of Commerce of Lamar County, Inc. be, and it is hereby, granted approval to enter into the sublease agreement with the Lamar County Genealogical Society in the form shown in Exhibit A, attached hereto. Section 3. That the City Manager be, and he is hereby, authorized and directed to acknowledge approval, on behalf of the City of Paris, of said sublease agreement by signing the same. Section 4. That this resolution shall be effective from and after its date of passage. PASSED AND APPROVED this 10th day of February, 2003. ATTEST: Michael J. Pfiester, Mayor Mattie Cunningham, City Clerk APPROVED AS TO FORM: Larry W. Schenk, City Attorney SUB-LEASE AGREEMENT DRAFT #3 STATE OF TEXAS ) ) KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LAMAR ) THIS SUB-LEASE AGREEMENT is made this 10th day of February, 2003, by and between the CHAMBER OF COMMERCE OF LAMAR COUNTY, INC., acting by and through its President, Gary Vest, duly authorized, hereinafter called SUB-LESSOR, and the LAMAR COUNTY GENEALOGICAL SOCIETY, Paris, Texas, acting by and through its President, Ron Brothers, duly authorized, hereinafter called SUB-LESSEE. RECITALS WHEREAS, the City of Paris, Paris, Texas and the Chamber of Commerce of Lamar County, Inc., have previously entered into a Lease Agreement dated October 14, 2002 whereby the City of Paris leased to Chamber of Commerce of Lamar County, Inc. those Premises known as the Santa Fe- Frisco Depot, as further described in the aforesaid agreement; and, WHEREAS, as a condition of the aforesaid Lease Agreement, the Chamber of Commerce of Lamar County, Inc., was obligated to enter into a sublease agreement with the Lamar County Genealogical Society, on such terms and conditions as were acceptable to and approved by the City of Paris, whereby the Chamber of Commerce of Lamar County, Inc. would sublet a portion of the Santa Fe-Frisco Depot premises to the Lamar County Genealogical Society for official Genealogical Society purposes; NOW, THEREFORE, WlTNESSETH: For and in consideration of the payment to the CHAMBER OF COMMERCE OF LAMAR COUNTY, INC., of the sum of One and no/100 Dollars ($1.00), and other good and valuable consideration, the CHAMBER OF COMMERCE OF LAMAR COUNTY, INC. does hereby lease, rent, and sub-let unto the LAMAR COUNTY GENEALOGICAL SOCIETY that portion of 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 "Sub-Leased Premises." EXHIBIT A Lamar County Genealogical Society Sub-Lease Page - 1 IN CONSIDERATION WHEREOF, it is mutually agreed by and between SUB-LESSOR and SUB-LESSEE: 1. That SUB-LESSEE will use and maintain the described Sub-Leased Premises for Lamar County Genealogical Society activities, including maintaining genealogical records, providing genealogical records for the general public, and other related genealogical activities, subject to the requirements specified herein. 2. That the initial term of this Sub-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 Sub- 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 Sub-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 Sub-Lease shall have a final termination date of the 13th day of October, 2017. 3. That SUB-LESSEE, at SUB-LESSEE's sole cost and expense, shall keep the interior (including all structural and non-structural) portions of the Sub-Leased Premises, not including plumbing, heating, electrical, air conditioning, and any other similar systems, in good order and condition, ordinary wear and tear excepted. SUB-LESSEE shall be responsible for all cleaning, custodial and janitorial work, and SUB-LESSOR shall be responsible for all landscaping services and shall keep the Sub-Leased Premises in neat, safe, sanitary, orderly, and sightly condition and in good working order at all times. In the event SUB-LESSEE fails to comply with this paragraph, SUB-LESSOR may notify SUB-LESSEE in writing that such maintenance shall be done, and in the event that SUB-LESSEE fails to correct the condition within thirty (30) days of SUB-LES SOR's written notice, SUB-LES SOR or its authorized designee may enter the Sub-Leased Premises and provide the necessary maintenance and SUB-LESSEE agrees to pay SUB-LESSOR such expenses within fifteen (15) days upon receipt of an invoice. This is not to be construed as a duty or obligation of SUB-LESSOR to make any repair or perform any work or cleaning which the SUB-LESSEE is required to make or perform. Lamar County Genealogical Society Sub-Lease Page - 2 4. That SUB-LESSEE acknowledges and recognizes the historical significance and character of the Sub-Leased Premises, and agrees to take all measures necessary to preserve and protect the historical character of the Sub-Leased Premises. To that end, SUB-LESSEE agrees not to make any additions, changes, improvements, or modifications to the Sub-Leased Premises without the prior written approval of SUB-LESSOR and the City of Paris. In the event of such consent, all improvements or modifications shall be made at the expense of SUB-LESSEE and, at the expiration of this Sub-Lease, shall become the property of the City of Paris. Prior to construction of any additions, changes, modifications, or other improvements, the SUB-LESSEE shall obtain the SUB-LESSOR's and the City's written approval of the plans and specifications for such construction. The preliminary submission by the SUB-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 Sub-Leased Premises. Upon approval of such preliminary plans, SUB-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 SUB-LESSOR and the City of Paris for approval. The SUB-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 SUB-LES SOR and the City of Paris, their 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 SUB-LESSEE shall require all contractors to furnish liability insurance in such reasonable amounts as may be required by the SUB-LESSOR and the City ofParis. Inthe alternative, the SUB-LESSEE itselfmay 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 Sub-Leased Premises shall maintain the historical character of the Premises and shall meet all current codes required by the SUB-LESSOR, the City if Paris, the State of Texas, or any other entity with jurisdiction, and shall provide for the construction to be from Lamar County Genealogical Society Sub-Lease Page - 3 material satisfactory and acceptable to the SUB-LESSOR and the City. During the progress of all work, SUB-LES SOR's and the City's duly authorized representative may enter upon the Sub-Leased Premises and make such inspections as may be reasonably necessary for the purpose of satisfying SUB-LESSOR that the work or construction meets such requirements and standards. The SUB-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 SUB-LESSOR and the City. SUB-LESSEE agrees that it shall deliver to the SUB-LESSOR "as built" transparencies of the improvements constructed by it and shall, during the term of this Sub-Lease keep such transparencies, if any, current, showing thereon any changes or modifications which may be made in or to the improvements. SUB-LESSEE shall also provide a detailed cost summary of the costs incurred in such construction. In the event that SUB-LESSEE fails to comply with the provisions of this section of this Sub- Lease, the SUB-LESSOR or the City may, in addition to any other remedies available under the law, terminate this Sub-Lease. 5. That SUB-LESSEE shall, at SUB-LESSEE's sole cost and expense, be responsible for providing all furniture, furnishings, office equipment, and other similar equipage necessary to the use of the Sub-Leased Premises. That all such personal property belonging to SUB-LES SEE located on the Sub-Leased Premises and/or in the improvements located thereon shall be there at the sole risk of the SUB-LESSEE. SUB-LESSOR and the City of Paris shall have no liability or responsibility for any theft, misappropriation, or damage to any personal property belonging to the SUB-LESSEE, any subtenant, customer, or other invitee of the SUB-LESSEE. SUB-LESSEE shall remove all items of personal property from the Sub-Leased Premises upon termination or expiration of this Sub-Lease. If SUB-LESSEE fails to remove such property from the Sub-Leased Premises upon termination or expiration of this Sub-Lease, then SUB-LESSOR retains the right to remove or have removed at the expense of SUB-LESSEE all such property, and SUB-LESSEE agrees to pay SUB-LESSOR for such expense of removal within fifteen (15) days after receipt of an invoice from SUB-LESSOR. Lamar County Genealogical Society Sub-Lease Page - 4 6. That SUB-LESSEE will take good care of the Sub-Leased Premises and be responsible for and make good to SUB-LESSOR for all injuries and damages to the same and will deliver same to SUB-LES SOR at the expiration or termination of this Sub-Lease in as good condition as when sub-leased, ordinary wear and tear excepted; and SUB-LESSEE will, upon the expiration of this Sub-Lease, peaceably yield up to SUB-LESSOR or the City of Paris, all and singular the Sub- Leased Premises and all future modifications, additions, or repairs to or upon same, in good repair. 7. That SUB-LES SEE agrees that it will at all times keep the Sub-Leased Premises clean and free of trash and litter, and will at all times adhere to and be in strict conformance with all state and local laws and ordinances. 8. That, in addition to use of the Sub-Leased Premises, SUB-LESSEE shall have access to the restroom and kitchen facilities during SUB-LESSEE's normal hours of operation, subject to any rules for use of same which SUB-LESSOR may impose. 9. That SUB-LESSOR and not SUBLESSEE shall pay or cause to be paid all charges for water, heat, gas, electricity, sewer, trash, and all other utilities used on the Sub-Leased Premises throughout the term of this Sub-Lease, including any connection fees; provided, however, that SUB- LESSEE shall in all things cooperate with SUB-LESSOR to prevent the unnecessary or undue use, misuse, or over-use of any such utilities or services. 10. That it shall be lawful for SUB-LES SOR's or City's designated representatives to enter upon and into the Sub-Leased Premises, and every part thereof, at all times for the purpose of inspecting and examining the condition thereof. 11. That SUB-LESSEE shall not erect, paint upon, attach, exhibit or display in, on, or about said Sub-Leased Premises any sign without the prior express written consent of the SUB- LESSOR's and City's designated representative. 12. That SUB-LESSEE agrees to obtain and maintain construction liability insurance at all times when demolition, excavation, or construction work is in progress on the Sub-Leased Premises. This insurance shall be carried by insurance companies authorized to transact business in the state of Texas, selected by SUB-LESSEE and approved by SUB-LESSOR and the City, and shall Lamar County Genealogical Society Sub-Lease Page - 5 be paid for by SUB-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 or death, or such other limits as the Sub-Lessor or the City of Paris shall specify, and shall protect SUB-LESSOR, the City, and SUB-LESSEE as well as any other person or persons SUB- 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 Sub-Leased Premises. 12. Except as otherwise provided herein, SUB-LESSOR shall maintain all appropriate insurance coverage on the Sub-Leased Premises without cost to SUB-LESSEE, provided SUB- LES SEE shall cooperate fully with SUB-LES SOR in the pursuit or defense of any claims thereunder. 13. SUB-LESSEE shall at no time permit the foreclosure of any tax liens to SUB- LESSEE's Sub-Leasehold interest in the Sub-Leased Premises or the buildings, fixtures, or other improvements on the Sub-Leased Premises. SUB-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 SUB-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, SUB-LESSOR or the City may declare this Sub-Lease, and all rights and interest created by it, to be terminated. 14. That SUB-LESSEE will not sublet the rented Premises, or any part thereof, without the consent, in writing, of SUB-LESSOR and the City first had and obtained. 15. That SUB-LESSOR and the City of Paris shall have the right and privilege of using any portion of said property so Sub-Leased for functions sponsored by SUB-LESSOR or by the City of Paris, or any department thereof, which function has been approved by the SUB-LESSOR or the City of Paris, and which such use shall be conducted with notice to SUB-LESSEE and on a non- interfering basis with the SUB-LESSEE's activities. 16. That the following events shall be deemed to be events of default by SUB-LESSEE Lamar County Genealogical Society Sub-Lease Page - 6 under this Sub-Lease. A. Failure of SUB-LES SEE to comply with any term, condition, or covenant of this Sub- Lease, and such failure shall not be cured within thirty (30) days after written notice thereof to SUB-LESSEE. B. Insolvency, the making of a transfer in fraud of creditors, or the making of an assignment for the benefit of creditors by SUB-LESSEE or any guarantor of SUB- 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 SUB-LESSEE or any guarantor of SUB-LESSEE's obligations, or adjudication as a bankrupt or insolvent in proceedings filed against SUB-LESSEE or such guarantor. D. Appointment of a receiver or trustee for all or substantially all of the assets of SUB- LESSEE or any guarantor of SUB-LESSEE's obligations. E. Abandonment by SUB-LESSEE of any substantial portion of the Sub-Leased Premises or cessation of use of the Sub-Leased Premises for the purposes sub-leased. F. The filing of any lien against the Sub-Leased Premises resulting from any act or omission of SUB-LESSEE which is not discharged or contested in good faith as determined by SUB-LESSOR or the City by proper legal proceedings within fifteen (15) days of receipt of actual notice by SUB-LESSEE, unless SUB-LESSEE posts a bond within this time period equal to the amount of the lien. In the event of any default by the SUB-LESSEE that is not cured within thirty (30) days of receiving notice from SUB-LESSOR or the City, SUB-LESSOR or the City may, in addition to any other remedies available to it, terminate this Sub-Lease. In addition to the termination and forfeiture right described in the preceding paragraph, SUB- LESSOR and the City shall have the following rights and remedies upon default by SUB-LESSEE: A. The recovery of any damages, costs, fees, and expenses incurred by SUB-LESSOR Lamar County Genealogical Society Sub-Lease Page - 7 or the City as a result of the breach of the Sub-Lease by SUB-LESSEE, including reasonable attorneys' fees and expenses. B. The removal of all persons from the Sub-Leased Premises, and the removal and storage at SUB-LESSEE's expense of all property on the Sub-Leased Premises. C. Any other right or remedy, legal or equitable, that SUB-LESSOR and the City of Paris are entitled to under applicable law. No termination shall relieve the SUB-LESSEE of the obligation to deliver and perform on all outstanding obligations and requirements prior to the effective date of the termination and SUB- LESSEE's liabilities under this Sub-Lease shall continue. In the event of any such termination as above enumerated, SUB-LESSOR or the City shall have the right at once and without further notice to the SUB-LESSEE to enter and take full possession of the Sub-Leased Premises occupied by the SUB-LESSEE under this Sub-Lease. Upon the termination of this Sub-Lease for any reason, SUB-LESSEE shall yield up said Sub-Leased Premises, facilities, fixtures, and equipment to SUB-LES SORin the same condition as when received. In the event of the failure on the part of the SUB-LESSEE upon the termination of this Sub- Lease to immediately remove from the Sub-Leased Premises all property owned by it, SUB-LES SOR may effect such removal and store such property at SUB-LESSEE's expense. SUB-LESSEE further covenants and agrees to pay and discharge all reasonable costs, attorney's fees, and expenses that may be incurred by SUB-LESSOR or the City in enforcing the covenants, conditions, and agreements of this Sub-Lease, re-entering and/or repossessing the Sub-Leased Premises, restoring the Sub-Leased Premises to good and proper repair/order, and protecting the Sub-Leased Premises. The failure of SUB-LESSOR or the City to declare this Sub-Lease terminated for any of the reasons set out above shall not bar the right of SUB-LESSOR or the City to subsequently terminate this Sub-Lease for any of the reasons set out above. 17. That the waiver by SUB-LESSOR or the City of any breach by SUB-LESSEE of the terms, covenants, conditions, or provisions of this Sub-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 Sub-Lease, Lamar County Genealogical Society Sub-Lease Page - 8 SUB-LESSEE Attn: President Lamar County Genealogical Society 1125 Bonham Street Paris, TX 75460 regardless of when the breach has occurred. 18. That, in case any one or more of the provisions contained in this Sub-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 Sub- Lease, and this Sub-Lease shall be construed as if the invalid, illegal, or unenforceable provision had never been included in the Sub-Lease. 19. That this Sub-Lease constitutes the sole and only agreement of the parties to this Sub- Lease and supercedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Sub-Lease. 20. That no amendment, modification, or alteration of the terms of this Sub-Lease shall be binding unless it is in writing, dated subsequent to the date of this Sub-Lease, and duly executed by the parties to this Sub-Lease. 21. That the rights and remedies provided by this Sub-Lease are cumulative, and the use of any one right or remedy by SUB-LESSOR or the City 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 SUB-LESSOR may have by law, statute, ordinance, or otherwise. 22. That all notices required under this Sub-Lease must be given by certified mail or registered mail, at the following addresses: SUB-LESSOR CITY Chamber CEO Attn: City Manager Lamar County Chamber of Commerce City of Paris 1125 Bonham Street P.O. Box 9037 Paris, TX 75460 Paris, TX 75461-9037 Any party may change the address to which notices are to be sent by giving the other parties notice of the new address in the manner provided in this paragraph. 23. That this Sub-Lease, shall not be assignable by SUB-LESSEE without the express written consent of the SUB-LESSOR and the City of Paris. 24. That this Sub-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 Lamar County Genealogical Society Sub-Lease Page - 9 Sub-Lease. 25. That this Sub-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 Sub-Lease are performable in Lamar County, Texas. Venue for State court actions arising under this Sub-Lease shall be exclusively in the courts of Lamar County, Texas; venue for federal court actions arising under this Sub-Lease shall be exclusively in the federal courts for the Eastern District of Texas. EXECUTED ON the dates shown in acknowledgments below. CHAMBER OF COMMERCE OF LAMAR COUNTY, INC., SUB-LESSOR By: Gary Vest, President LAMAR COUNTY GENEALOGICAL SOCIETY, SUB-LESSEE By: Ron Brothers, President APPROVED: CITY OF PARIS, PARIS, TEXAS ATTEST: By: Michael E. Malone, City Manager Mattie Cunningham, City Clerk APPROVED AS TO FORM: Larry W. Schenk, City Attorney Lamar County Genealogical Society Sub-Lease Page - 10 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 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 2003. Notary Public, State of Texas STATE OF TEXAS COUNTY OF LAMAR BEFORE ME, the undersigned authority, on this day personally appeared Ron Brothers, President, Lamar County Genealogical Society, 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 2003. Notary Public, State of Texas Lamar County Genealogical Society Sub-Lease Page - 11