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2013-037 Approving a Lease Agreement between the City of Paris and Valley of the Caddo Museum and Cultural Center, Inc.RESOLUTION NO. 2013 -037 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF A LEASE AGREEMENT BY AND BETWEEN THE CITY OF PARIS, TEXAS AND THE VALLEY OF THE CADDO MUSEUM AND CULTURAL CENTER, INC., FOR SPACE IN THE DEPOT BUILDING; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the Valley of the Caddo Museum and Cultural Center, Inc., a non - profit organization desires to lease a space in the Depot Building, 1125 Bonham, Paris, Texas to operate a public museum and cultural center honoring the history of the Valley of the Caddo; and, WHEREAS, the City Council finds that it is in the best interest of the City and its citizens to authorize and approve a Lease Agreement with the Valley of the Caddo Museum and Cultural Center for a new museum and cultural center space at the Depot Building, 1125 Bonham Street, Paris, Texas. 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 a Lease Agreement between the City of Paris, Texas, and The Valley of the Caddo Museum and Cultural Center, Inc., for the museum and cultural center space at the Depot building, 1125 Bonham Street, Paris, Texas, be, and is hereby, approved, subject to final review by legal counsel. Section 3. That the City Manager be, and is hereby, authorized to execute the Lease Agreement by and between the City of Paris, Texas, and The Valley of the Caddo Museum and Cultural Center, Inc., on behalf of the City of Paris in a form substantially similar to the Agreement attached hereto as Exhibit "A ". Section 4. That this resolution shall be effective from and after its date of passage. PASSED AND ADOPTED this 14th day of October, 2013. ATTEST: (dice4""Ellis, City Clerk APPROVED AS TO FORM: W. Kent McIlyar, City Attorney LEASE AGREEMENT STATE OF TEXAS § COUNTY OF LAMAR § This Lease Agreement ( "Agreement ") is made and entered into by and between the City of Paris, Texas, a home -rule municipality (hereinafter "LESSOR "), and Valley of the Caddo Museum and Cultural Center, Inc., a Texas non -profit organization (hereinafter "LESSEE "). For convenience, Lessor and Lessee shall sometimes be referred to herein individually as a "party" and collectively as "parties." RECITALS WHEREAS, Lessor owns the land, building and improvements located at 1125 Bonham Street, Paris, Texas 75460 (hereinafter referred to as the "Depot Building" or the "Property "); and WHEREAS, Lessee desires to lease certain space within the Depot building from Lessor for the purpose of operating the Valley of the Caddo Museum and Cultural Center; and WHEREAS, It is anticipated that the northern end of the Depot Building, previously occupied by the transportation museum, will become the new lease space for the Valley of the Caddo Museum and Cultural Center, ( "Premises "); and WHEREAS, Lessee, in furtherance of and consistent with its purposes desires to lease the Premises from Lessor in accordance with the terms and conditions expressed in this Agreement. NOW, THEREFORE, in consideration of the mutual agreements and covenants of the parties as expressed in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby mutually agree as follows: 1. Property subject to Lease. Subject to the provisions hereof, Lessor hereby leases unto Lessee and Lessee hereby leases from Lessor the Premises as further described and depicted herein. Approximately 1,805 square feet of interior space located on the first floor of the Depot Building, 1125 Bonham Street, Paris, Texas 75460, which property is more particularly described and depicted in Exhibit "A" attached hereto and incorporated herein for all purposes (hereinafter referred to as the "Premises" or "Leased Premises ". 2. LESSEE acknowledges and affirms that the Depot Building is a designated historic structure and that the surrounding Property is designated as a Historic District. Therefore, Lessee agrees to take all measures necessary to preserve and protect the historical character of 1 the property and the Leased Premises. To that end, LESSEE agrees not to make any additions, changes, improvements, or modifications to the Leased Premises or Property without the prior written approval of LESSOR. Written approval shall include written submittal of Lessee's proposed changes or additions to the City Planning Director and City Engineer. In the event Lessee's plans are approved by Lessor, 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. Lessee stipulates that it has examined the Leased Premises as well as all buildings and improvements located on the Property, and they are all, as of the date of this Lease Agreement, in good order and repair and in a safe and clean condition, and Lessee accepts the Property "As- Is" "Where -Is" and suitable for Lessee's intended use. 3. Term. The initial term of this Lease is for a period of ten (10) years, beginning November 1, 2013 and ending ten (10) years later (hereinafter referred to as "the Initial Term "). Upon the expiration of the Initial Term and unless terminated by either party as set forth below, this Lease shall be automatically renewed for additional five (5) year terms until either party terminates the lease as provided herein. Either party may terminate this Lease for convenience during the Initial Term or any renewal term upon ninety (90) days written notice to the other party. 4. During the term of this Lease, Lessee shall operate and maintain the Valley of the Caddo Museum and Cultural Center at the Leased Premises as a public museum and cultural center. Lessee agrees to prepare the Museum and Cultural Center at its own expense and to open the Museum to the public on or before February 1, 2014. Lessee shall maintain regular operating hours of at least two days per week and Lessee shall post those operating hours near the main entrance to the Leased Premises The Museum shall not deny admission to any person because of race, gender, color, national origin, age, disability or religion. 5. Lessee acknowledges and agrees to maintain an exhibit in the Leased Premises on the history of the Santa Fe — Frisco Railroad and /or the Santa Fe -Frisco Depot building located in Paris, Texas. Lessee may continue to display exhibit items that were part of the Transportation Museum at the Depot Building to satisfy this covenant. 6. Lessee covenants and agrees that it may use the Leased Premises solely for the purposes expressed above. As long as Lessee is not in default of this Agreement, Lessee shall have exclusive right to occupy the Leased Premises and to use the Leased Premises solely for such purposes, subject to Lessor's rights as provided herein. Lessee agrees not to permit any waste of the property, or to use the property or leased premises in any way that is hazardous or which would void insurance of the Property. 7. During the term of this Lease, Lessor shall maintain in good order and repair at Lessor's expense the major structural components of the Depot Building, including the roof, walls, foundation, and utility connections. 8. Lessee shall, at Lessee's sole cost and expense, operate and maintain the Leased Premises in such a manner so as to comply with all applicable federal, state, and local laws, 2 codes, ordinances, and other regulations. Specifically, but not by way of limitation, Lessee's maintenance shall include: (a) Keeping the Leased Premises clean, clear and free of clutter, debris or illegal outside storage; (b) Assisting Lessor with keeping the Property and parking areas free of litter, rubbish, illegal storage and /or junked motor vehicles; (c) Keeping the improvements on the Property in good repair; (d) Immediately reporting to Lessor any problems with the Leased Premises or the utilities serving the Leased Premises. (e) Keeping the Leased Premises and the Depot Building locked and secure when not in use and Lessee shall immediately report any break -ins or vandalism to the Leased Premises or the Depot Building to the City of Paris Police Department; (f) Keeping the Leased Premises free from all defects and hazardous conditions; and Lessor has the right to enter and inspect the Leased Premises at any time. If the inspection reveals that the Premises are not being properly maintained and cared for, Lessor may provide written notice to Lessee demanding compliance. If Lessee has not complied within fifteen (15) days after receipt of the notice, Lessor may undertake the work and Lessee shall pay Lessor's costs within thirty (30) days written notice to Lessee. 9. Title to all permanent improvements and fixtures on the Property shall immediately and automatically vest in Lessor. All other improvements of a non - permanent nature, such as furniture, displays, exhibits and other furnishings installed by Lessee, may be removed from the Property at any time by Lessee except as otherwise provided in this Agreement. 10. Lessee shall, at Lessee's sole cost and expense, maintain the Leased Premises in a presentable condition consistent with good business practice and in a safe, neat and good physical condition. Lessee shall, at Lessee's sole cost and expense, repair all damages to the Property caused by Lessee's agents, employees, invitees or patrons, or caused by any other person acting under Lessee's control or direction. 11. Lessee shall pay and discharge all taxes, assessments or other such charges, if any, which may be levied on or assessed against the Leased Premises or any equipment of Lessee during the term of this Lease. 12. Lessee shall have shared access and use of the paved parking areas serving the Depot Building. Lessee shall provide Lessor with at least seven (7) business days advance notice of any large events planned for the Leased Premises which might affect the available parking area. 3 13. Lessee may, at its own expense, install appropriate signage on the Property in front of the Leased Premises subject to review, approval and permitting of said signage in accordance with the City's ordinances and regulations. Sign design and placement must be approved in advance by the City of Paris Building Official and Historic Preservation Commission (if necessary) and must meet all applicable city codes. 14. Lessee covenants and agrees that Lessee's use of the Leased Premises and Property shall comply with all laws federal, state, county and city laws, codes, ordinances and regulations, as currently exist or may hereafter be amended or adopted. It is understood and agreed that if Lessor gives notice to Lessee of any such violation on the part of Lessee or any of its officers, agents, employees, contractors, subcontractors, licensees or invitees, Lessee shall immediately cease and desist from such violation, and take all necessary steps to ensure that such violation is corrected and that such violation does not reoccur. 15. Indemnity for Loss of Property. Lessor shall in no way be responsible for any property belonging to Lessee, its officers, agents, employees, contractors, subcontractors, licensees or invitees stored in the Leased Premises or located on the Property which may be stolen, damaged or destroyed, and Lessee hereby indemnifies and holds harmless Lessor, its officers, agents, servants and employees from and against any and all such claims, regardless whether any such claim or suit for damages or injury is attributable, in whole or in part, to Lessor's negligence. 16. Indemnityy for Damages or Iniury. Lessee covenants and agrees to release, indemnify, hold harmless and defend at its expense, Lessor and its elected officials, officers, and employees, from and against any and all claims or suits for damages or injury, including death, to any and all persons or property of whatsoever kind or character, arising from or related to the occupancy or use of the Leased Premises, or maintenance of the Leased Premises by Lessee and its officers, agents, servants, employees, patrons, contractors, subcontractors, licensees or invitees, regardless whether any such claim or suit for damages or injury is attributable, in whole or in part, to Lessor's negligence. Lessee does hereby assume all liability and responsibility for such claims or suits including payment of court costs and attorney's fees related to such claims or suits; and Lessee hereby indemnifies and holds harmless Lessor, its elected officials, officers and employees for any and all damage or destruction to Lessor's property arising out of the acts or omissions of Lessee and its officers, agents, servants, employees, patrons, contractors, subcontractors, licensees or invitees. 17. Lessee covenants and agrees that during the Initial Term of this Agreement and during any renewal or extension of this Agreement, Lessee will purchase and maintain a policy of commercial general liability insurance for the Leased Premises in a minimum amount of 4 $300,000.00 per occurrence and $600,000 aggregate which names the City of Paris, Texas, its elected officials, officers and employees as an Additional Insured. A copy of this policy or a properly executed and complete Certificate of Insurance verifying this policy shall be provided to Lessor prior to execution of this Lease Agreement. 18. Lessor shall be named as an additional insured under the above - described policies, and each such policy shall contain endorsements waiving subrogation rights against Lessor and providing that such policies may not be cancelled unless Lessor is provided with written notice of such intent to cancel at least thirty (30) days prior to any such cancellation. Each such insurance policy shall be procured from a company authorized to do business in the State of Texas and in good financial standing. Lessee shall provide evidence satisfactory to Lessor that such coverage has been procured and is being maintained at all times during the Primary Term and during any renewal or extension of this Agreement. 19. Default and Termination. Lessor may terminate this Lease Agreement for default upon thirty (30) days written notice to Lessee, for any of the following reasons: (a) Lessee vacates or abandons the Leased Premises for a period in excess of thirty (30) days; (b) Lessee causes material damage to the Leased Premises or Property and fails to repair said damage to satisfaction of Lessor within sixty (60) days of receipt of written notice; (c) Lessee fails to purchase and maintain the necessary insurance policies as required herein; (d) Lessee is the subject of any voluntary or involuntary filing of a petition in bankruptcy; (e) There is any voluntary or involuntary assignment of any of Lessee's assets for the benefit of creditors; (f) Lessee defaults in the performance of any of the terms, covenants and conditions set forth in this Agreement. If Lessee fails to timely cure, following written notice, any of the events of default listed above, Lessor may terminate this Lease Agreement, enter the Leased Premises and take immediate possession of the Premises and remove Lessee's effects without being deemed guilty of any nature of trespass. 5 20. The failure of Lessor to declare this Agreement terminated upon the default of Lessee for any of the reasons stated herein shall not operate to bar or destroy the right of Lessor to terminate this Agreement by reason of any subsequent default or violation or the terms of this Agreement. 21. Lessee further agrees and covenants that it will, at the end of the term of this Agreement or upon earlier termination of this Agreement, peaceably deliver up unto Lessor the Leased Premises and all appurtenances or improvements thereon in a good state of repair, as aforesaid, and vacant, unencumbered and in good and tenantable condition. 22. Lessee covenants and agrees that it shall have no power to do any act or make any contract that may create or be the foundation for any lien upon the Property, permanent improvements, or other or interest in the property of Lessor and that any such contract or lien attempted to be created shall be void. Should any purported lien be created or filed, Lessee, at its sole cost and expense, shall liquidate and discharge same within fifteen (15) days after the filing thereof. and should Lessee fail to discharge the same, such failure shall constitute a breach of this Agreement. 23. Lessee shall not have the right to sublet or assign any or all of its rights, privileges or duties under this Agreement without the prior written approval of Lessor and any attempted sublease or assignment without such prior written approval shall be void. 24. In any action brought by Lessor for the enforcement of the obligations of Lessee, Lessor shall be entitled to recover its actual damages, which shall include, but shall not be limited to, the loss of the value of this Agreement, reasonable attorneys' fee, court costs, pre judgment and post judgment interest. 25. Any notice required by this Agreement to be sent to Lessor shall be sufficient if sent by certified mail, postage prepaid, or by hand - delivery and addressed to: Lessor: With an extra copy delivered to: City Manager City Clerk P.O. Box 9037 150 1" Street SE Paris, Texas 75461 Paris, Texas 75460 Or such other address as Lessor may designate in writing from time to time. Lessee: Valley of the Caddo Museum and Cultural Center, Inc. 8 West Plaza Paris, Texas 75460 R Or such other address as Lessee may designate in writing from time to time. Either party may change the address to which notices are to be sent by giving the other party ten (10) days prior written notice of the new address in the manner provided in this paragraph. 26. This Agreement shall be governed under the laws of the State of Texas, shall be performed in Lamar County, Texas, and venue for any action brought to interpret or enforce this Agreement shall lie in Lamar County, Texas. 27. This Agreement and any attachments or Exhibits hereto constitute the entire agreement by the parties hereto concerning the Property. Any prior or contemporaneous oral or written agreements which purport to vary from the terms hereof shall be void. 28. It is understood that nothing in this Agreement should be construed to result in the formation of a joint venture or partnership between the parties. 29. That this Lease constitutes the sole and only agreement of the parties to this Lease and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Lease. 30. 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. EXECUTED ON the dates shown in acknowledgments below. ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: W. Kent McEyar, City Attorney 7 CITY OF PARIS, LESSOR: A.J. Hashmi, M.D., Mayor Valley of the Caddo Museum and Cultural Center Name: Title: ATTEST: Secretary/Treasurer ACKNOWLEDGEMENTS STATE OF TEXAS § COUNTY OF LAMAR § BEFORE ME, the undersigned authority, on this day personally appeared A.J. Hashmi, M.D., Mayor of the City of Paris, Texas, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of , 2013. Notary Public, State of Texas STATE OF TEXAS § 0 COUNTY OF LAMAR § BEFORE ME, the undersigned authority, on this day personally appeared Phillip B. Bandel, M.D., President, of the Valley of the Caddo Museum and Cultural Center, Inc. known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he /she executed the same for the purposes and consideration therein expressed on behalf of said corporation. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of , 2013. Notary Public, State of Texas 9