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HomeMy WebLinkAbout2021-10-8708ORDINANCE NO. 2021-10-8708 AN ORDINANCE AUTHORIZING AND APPROVING A NEW LEASE AGREEMENT WITH SEAMEN'S CHURCH INSTITUTE OF NEW YORK AND NEW JERSEY WHEREAS, the City of Paducah currently leases certain real property known as 117 South First Street, Paducah, KY to Seamen's Church Institute of New York and New Jersey for specified annual rental amounts, and WHEREAS, the existing lease agreement will expire on September 30, 2021, and WHEREAS, the parties desire to continue their lease relationship in accordance with the terms and provisions of a new Lease Agreement. NOW, THEREFORE, BE IT ORDAINED by the City of Paducah, Kentucky, that: SECTION 1. The City hereby approves the Lease Agreement with Seamen's Church Institute of New York and New Jersey in substantially the form attached hereto as Exhibit A and made a part hereof. It is further determined that it is necessary and desirable and in the best interest of the City to enter into this Lease Agreement for the purposes therein specified, and the execution and delivery of this Lease Agreement is hereby authorized and approved. The Mayor is hereby authorized to execute this Lease Agreement with such changes not inconsistent with this Ordinance and not substantially adverse to the City as may be approved by the Mayor. SECTION 2. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance. SECTION 3. The City Commission hereby finds and determines that all formal actions relative to the adoption of this Ordinance were taken in an open meeting of this City Commission, and that all deliberations of this City Commission and of its committees, if any, which resulted in formal action, were in meetings open to the public, in full compliance with applicable legal requirements. SECTION 4. All ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed and the provisions of this Ordinance shall prevail and be given effect. SECTION 5. This Ordinance shall be read on two separate days and will become effective upon summary publication pursuant to KRS Chapter 424. Sandra Wilson, Mayor Pro Tem ATTEST: 0 E' Clerk Introduced by the Board of Commissioners, September 28, 2021. Adopted by the Board of Commissioners, October 12, 2021 Recorded by City Clerk, October 12, 2021 Published by The Paducah Sun, October 14, 2021 ORMSeamen's Church Institute Lease Agreement 2021 Ordinance prepared by Holly Homra—Denton Law Firm 233496 EXHIBIT `A' LEASE AGREEMENT THIS LEASE AGREEMENT, is entered into by and between the CITY OF PADUCAH, KENTUCKY ("Lessor") and SEAMANS CHURCH INSTITUTE OF NEW YORK AND NEW JERSEY, INC. ("Lessee") as of this day of 2021. This Agreement shall supersede and replace all prior lease agreements entered into by and between the parties for the lease of the subject Premises. WITNESSETH: WHEREAS, Lessor is the owner of various buildings located at 129 Water Street (formerly 117 South First Street); and WHEREAS, Lessee currently leases portions of said property for the purpose of operating maritime simulator facility/training school; WHEREAS, it is now the express intent of the parties hereto to enter into a new lease, the terms of which will supersede and replace the terms of all prior lease agreements entered into between the parties; NOW, THEREFORE, for and in consideration of the terms, covenants, and conditions herein set forth and contained, Lessor and Lessee contract and agree as follows: ARTICLE I PREMISES - USE 1.1 Leased Premises. Lessor hereby leases, demises and lets unto Lessee and Lessee hereby leases and lets from Lessor the tract of real property, together with all improvements, generally located between Water Street and Maiden Alley and Broadway Street and Kentucky Avenue, consisting of approximately 40,042 square feet, as further described on Exhibit A hereto, all of which is hereinafter referred to as the "Premises". The parties agree that Lessee shall occupy approximately 20,041 square feet of the Premises, with the remaining portion being sublet by Lessee in accordance with Article IV. 1.2 Condition of Premises. Lessee has inspected the Premises and has found the same to be in good condition and repair. Subject to Lessor's repair and maintenance obligations hereunder, Lessee shall accept the Premises "AS IS." 1.3 Use of Premises. The Premises shall be occupied and used by the Lessee as a maritime simulator facility/training school, for such other uses as may further the nonprofit religious and educational purposes and objectives of the Seamen's Church Institute, or for any other lawful use as may be approved by Lessor. Lessee shall have the right to sublease certain portions of the Premises to the River Heritage Museum d/b/a River Discovery Center and Paducah Film Society d/b/a Maiden Alley Cinema for use as a museum and a cinema. The Premises shall not be used for any other purpose without the prior written consent of the Lessor, which consent shall not be unreasonably withheld. 1.4 Compliance with Law. Lessee covenants that any, every, and all uses of the Premises hereunder shall comply with all applicable federal, state, and local laws. Lessor covenants that as of the date possession is granted to Lessee, the premises are in full compliance with all applicable federal, state and local laws and regulations. 1.5 Date of Possession. Lessee shall be entitled to possession of the Premises on the Commencement Date, as identified below. 1.5 Quiet Enjoyment. Lessor warrants that it has good and marketable title to the premises in fee simple absolute, unencumbered. It shall be an express condition of Lessee's obligation to perform hereunder that, prior to the effective date of this lease either (a) any mortgage of the premises by Lessor shall be subordinated to Lessee's interest under this lease by execution of s subordination agreement in a form satisfactory to Lessee; or (b) the mortgagee shall have furnished to Lessee a nondisturbance agreement in recordable form reasonably satisfactory to Lessee. Lessor covenants that upon Lessee's timely payment of the rent and performance of the terms, covenants and conditions to be performed by it hereunder, Lessee shall peaceably and quietly have, hold and enjoy the premises during the term subject to the terms hereof. 1.6 Local Land Use Law. Lessor warrants that the Lessee's intended use of the premises as a maritime simulator facility and training school is a permitted use under applicable zoning and land use regulations. Lessor shall indemnify Lessee and hold Lessee harmless for any loss arising from any claim that (a) the intended use of the premises is not permitted under such regulations, or (b) this lease constitutes a subdivision violation under KRS Chapter 100. ARTICLE II LEASE TERM 2.1 Primary Tenn. The primary term of this Agreement shall commence on October 1, 2021 ("Commencement Date") and continue for a period of five (5) years, unless otherwise terminated as provided herein. 2.2 Renewal Terms. Provided Lessee is not in default and this Agreement is otherwise in full force and effect, this Agreement shall automatically renew upon the terms and conditions set forth herein for one (1) successive renewal term of (5) years, unless either party shall deliver to the other party written notice of its intent not to renew at least sixty (60) days prior to the expiration of the primary term or first renewal term as the case may be. ARTICLE III RENTALS 3.1 Rentals. Lessee agrees to pay to Lessor as annual rental Three and 00/100 Dollars ($3.00) per square foot of Premises which is actually occupied by Lessee (currently 20,041 square feet), for a total annual rental of $60,123.00. Annual rentals shall be paid in monthly installments of Five Thousand Ten and 25/100 Dollars ($5,010.25) with the first monthly installment to be paid on or before the Commencement Date, and with successive monthly installments to be paid on or before the first day of each month. ARTICLE IV SUBLESSEES 4.1 Sublessees. Lessee currently sublets rent-free approximately 10,856 square feet of the premises to the River Heritage Museum d/b/a River Discovery Center and approximately 5,485 square feet to Paducah Film Society d/b/a Maiden Alley Cinema. In addition to the subleases with the River Heritage Museum and Maiden Alley Cinema, Lessee may sublet a portion of the premises to other sublessees. However, in the event that Lessee receives rentals from its sublessees in an amount that exceeds Lessee's monthly rental payment as determined under Section 3.1 ($5,010.25), all excess amounts shall be split equally between Lessee and Lessor. Any sublease which is executed by Lessee shall be subject to the review and approval of Lessor. All sublessees shall agree to abide by the terms and conditions contained herein and to comply with any and all applicable state, local, and federal law. ARTICLE V MAINTENANCE, REPAIRS, AND IMPROVEMENTS 5.1 Maintenance and Re air. Except as otherwise set forth herein, Lessee shall at its costs keep the Premises in good condition and repair. Additionally, Lessee shall at its cost keep all improvements constructed upon the Premises in good condition and repair. Lessee shall also keep the entire leased Premises and improvements clear, orderly, and free of debris and waste materials. In particular, Lessee shall remove from the Premises and improvements as soon as reasonably possible all garbage, trash, and any and all other waste materials and by-products from its business, and shall at all times keep the leased Premises and improvements in a clean and sanitary condition. Lessor shall at its cost keep the roof in a good and watertight condition and perform all necessary maintenance thereto. Lessor shall be responsible for Major Repairs to the HVAC, sprinkler system, water heaters, and plumbing. Major Repairs are defined as repairs or replacements of the HVAC system, water heaters, and/or plumbing the cumulative cost of which in a given year of this lease (from October to ) exceeds $7,500.00. Any dispute regarding a Major Repair which cannot be resolved by the administrative staff of the Lessor and Lessee will be decided unilaterally by the Paducah City Commission. Lessor shall be responsible for maintenance and repair of the electrical system from the service transformer to Lessee's meter. Lessee shall be responsible for all other portions of the electrical system on the premises. All repairs, replacements, maintenance, and restoration required hereunder shall be promptly commenced and diligently prosecuted to completion. All repairs and replacements shall be made in a good and workmanlike manner, and the responsible party shall use materials at least equal in quality to the replaced materials when new. 5.2 Utilities and Services. Lessee shall be responsible for servicing the Premises and the improvements constructed thereon with all utilities that Lessee may desire and Lessee shall be responsible for all monthly charges for the utilities which are provided to the Premises, including water, gas and electricity. Lessee shall fully indemnify and save Lessor harmless from and against any and all liability for any such costs or charges. Lessee shall promptly pay all monthly charges as the same become due. 5.3 Notice and Submission of Plans for Improvements. Lessee may make, or cause to be made, on the herein leased Premises such improvements as may be necessary or appropriate in connection with the carrying on and efficient operation of Lessee's business, subject to the reasonable approval of the Lessor. Prior to the commencement of any construction at or upon the Premises, Lessee shall first cause Lessor to be given written notice of the nature and extent of the specific improvements to be undertaken. 5.4 Signs. Lessee shall be entitled to erect, maintain, and install upon the Premises identification and advertising signs appropriate to its business and use of the premises. ARTICLE VI LIEN CLAIMS 6.1 Lien Claims. Lessee hereby covenants to unconditionally indemnify Lessor against and save them harmless from any and all lien claims of any nature whatsoever arising out of the use and occupancy of the Premises and the improvements located thereon or in any manner connected with the construction, installation, erection, maintenance, and/or repair of any improvements, facilities and/or equipment and fixtures effectuated by Lessee, or its sublessees on or about the Premises and Lessee further agrees that it shall, in the event of any such liens are filed to forthwith effect the removal and/or satisfaction thereof. At the request of Lessor, Lessee shall furnish Lessor with written proof of payment of any item which would or might constitute the basis for such lien if not paid. ARTICLE VII RIGHT TO RESTORE OR REPAIR 7.1 Lessee's Right to Repair. In the event that Lessor fails to promptly effectuate any repair or maintenance it has assumed herein within a reasonable time from when such need arose, or to timely pay and satisfy any cost or expense relating thereto, Lessee may, at its option, and in addition to any other remedy Lessee may have, effectuate such restoration or repair or maintenance, or pay and satisfy the costs and expenses, with all costs of such restoration, repair, maintenance or payments made to be the sole responsibility of Lessor. Upon demand, Lessor shall pay promptly to Lessee all costs incurred for such repair, maintenance or payments made for same. Any unpaid cost and expense incurred by Lessee shall accrue interest at the legal rate of eight percent (8%). 7.2 Lessor's Right to Repair. In the event that Lessee fails to promptly effectuate any repair or maintenance it has assumed herein within a reasonable time from when such need arose, or to timely pay and satisfy any cost or expense relating thereto, Lessor may, at its option, and in addition to any other remedy Lessor may have, effectuate such restoration or repair or maintenance, or pay and satisfy the costs and expenses, with all costs of such restoration, repair, maintenance or payments made to be the sole responsibility of Lessee. Upon demand, Lessee shall pay promptly to Lessor all costs incurred for such repair, maintenance or payments made for same. Any unpaid cost and expense incurred by Lessor shall accrue interest at the legal rate of eight percent (8%). ARTICLE VIII INSURANCE AND INDEMNIFICATION 8.1 Insurance. (a.) Lessee shall maintain fire and casualty insurance on the leased Premises and the improvements located thereon in an amount of not less than the replacement values of same as reasonably determined by the Lessor, which coverage shall insure the Lessor as its interest may appear. If Lessee disagrees with the replacement value as determined by Lessor, Lessee may request that an insurance appraisal be performed on the leased premises and the improvements. If the replacement value as determined by the insurance appraisal is equal to or greater than the replacement value determined by Lessor, then Lessee shall pay the expense of the appraisal. Otherwise, Lessor shall bear the expense of the appraisal and Lessee shall be required to maintain fire and casualty insurance in the amount of the replacement value as determined by the insurance appraisal. (b.) Lessee also shall maintain comprehensive general liability coverage covering the leased Premises and improvements located thereon, under which the Lessor will be held harmless and named as a loss payee, stipulating limits of liability of not less than One Million Dollars ($1,000,000.00) for an accident affecting any one person, Two Million Dollars ($2,000,000.00) per aggregate, and not less than Five Hundred Thousand Dollars ($500,000.00) for property damage. Lessee shall also provide adequate and sufficient workers' compensation coverage at statutory limits. (c.) The coverage to be provided hereunder shall be in such form and amounts as are acceptable to Lessor and with such insurers as may be satisfactory to the Lessor and shall name the Lessor and the Lessee as named insureds as their respective interests may appear. Such policies shall contain a provision whereby they cannot be canceled except after thirty (30) days' written notice to the Lessor. The Lessee hereby agrees that, in the event of Lessee's failure to pay any premiums for such insurance, the Lessor may do so and be immediately reimbursed by the Lessee. Any unpaid cost and expense incurred by Lessor for any premium shall accrue interest at the legal rate of eight percent (8%). (d.) Certificates evidencing the herein referenced insurance coverage which Lessee shall be responsible for shall be furnished to the Lessor upon Lessor's reasonable request. 8.2 Indemnification. Lessee hereby releases and discharges Lessor from and shall fully protect, indemnify and keep and save Lessor harmless from any and all costs, charges, expenses, penalties and damages imposed for the violation of any law or regulation of the United States, or the Commonwealth of Kentucky or McCracken County, incurred by any act or omission of Lessee or Lessee's representatives, assigns, agents, servants, employees, licensees, invitees, and any other person or persons occupying under Lessee; and Lessee shall further protect, fully indemnify and save forever harmless Lessor from any and all claims, liability, costs, damage and expense, incident to injury (including injury resulting in death) of persons or damage to or destruction of property incident to, arising out of or in any way connected with Lessee's (and the others as herein referenced) use and occupancy or right of use and occupancy of the Premises, and the improvements located thereon, whether by omission or commission and irrespective of exclusive or nonexclusive rights therein, including but not limited to the operation of Lessee's business, the construction, erection, installation, existence, repair, maintenance, alteration and/or demolition of any improvements, facilities and/or equipment or the conduct of any other activities. Lessor hereby releases and discharges Lessee from and shall fully protect, indemnify and keep and save Lessee harmless from any and all costs, charges, expenses, penalties and damage imposed for the violation of any law or regulation of the United States, or the Commonwealth of Kentucky or McCracken County, or incurred by any act or omission of Lessor or Lessor's representatives, assigns, agents, servants, employees, licensees, and invitees; and Lessor shall further protect, fully indemnify and save forever harmless Lessee from any and all claims, liability, costs, damage and expense, incident or injury (including injury resulting in death) of persons or damage to or destruction of property incident to, arising out of or in any way connected with Lessor's (and the others' as herein referenced) obligations undertaken pursuant to this lease. ARTICLE IX TAXES 9.1 Ad Valorem and Personal Property. Lessor and Lessee anticipate that because of Lessee's status and operation as both a religious organization and an educational institution which the IRS has determined to be tax exempt as a 501(c)(3) corporation, no ad valorem real estate or personal property taxes shall be owed by Lessee arising from Lessee's occupation and use of the leased premises. Lessor covenants that it shall cooperate with Lessee in any reasonable efforts deemed necessary by Lessee to be recognized by the applicable taxing authorities as exempt from such ad valorem taxes. In the event taxes are owed and Lessee fails to pay such taxes, Lessor may do so on Lessee's behalf and Lessor shall be entitled to reimbursement. Amounts expended by Lessor for such taxes on Lessee's behalf shall bear interest at the legal rate of eight percent (8%), except that no interest shall accrue during such period of time that Lessee may challenge the imposition of any such tax upon it through available court or administrative proceedings. 9.2 Other Taxes and Assessments. The Lessee shall pay any and all other taxes and assessments relating to the leased Premises and improvements located thereon and Lessee's operations thereon. ARTICLE X LESSEE'S REPRESENTATIONS AND WARRANTIES 10.1 Corporate Standing. The Lessee is a corporation duly organized and validly existing and in good standing under the laws of the state of New York and is authorized to do business in the Commonwealth of Kentucky. 10.2 Authorized Act. The Lessee has the power and authority to enter into and perform this Lease Agreement and to incur the obligations herein provided, and has taken all action necessary to authorize the execution, delivery, and performance of this Lease Agreement. This Agreement when delivered will be valid, binding, and enforceable in accordance with the respective terms. 10.3 Adverse Proceedings. There is no pending order, notice, claim, litigation, proceeding or investigation against or affecting the Lessee, whether or not covered by insurance. 10.4 Accurateness of Representations. No representation or warranty by the Lessee contained herein or in any certificate, financial statement, or other document furnished by it pursuant hereto contains any untrue statement of material fact or omits to state a material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made. ARTICLE XI HAZARDOUS WASTE 11.1 Hazardous Material Prohibited. Lessee shall not cause or permit any Hazardous Material to be located or disposed of on, under or at the leased Premises or any part thereof. For the purpose of this agreement, "Hazardous Material" shall mean any hazardous, toxic or dangerous waste, substance or material defined as such in, or for purposes of, any Environmental Law. "Environmental Law" shall mean any federal, state, or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Material, as now or at any time hereafter in effect. 11.2 Indemnification. Lessee agrees to indemnify and hold Lessor harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses (including without limitation reasonable attorney and consultant fees), claims for damage to the environment, claims for fines or civil penalties, costs of any settlement or judgment, and claims of any and every kind whatsoever, paid, incurred or suffered by Lessor or asserted against Lessor by any person, entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under the leased Premises of, or the actual or threatened escape, spillage, discharge, emission, or release from the leased Premises of, or transportation of, any Hazardous Material or any noncompliance with any Environmental Law, which such referenced presence, escape, spillage, discharge, emission, release or transportation first occurs during the Lessee's occupancy of the premises under this lease or the prior lease between the parties. Lessor agrees to indemnify and hold Lessee harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses (including without limitation reasonable attorney and consultant fees), claims for damage to the environment, claims for fines or civil penalties, costs of any settlement or judgment, and claims of any and every kind whatsoever, paid, incurred or suffered by Lessee or asserted against Lessee by any person, entity or governmental agency for, with respect to, or as a direct or indirect result of, the presence on or under the leased premises of, or the actual or threatened escape, spillage, discharge, emission or release from the leased premises of, or transportation of, any Hazardous Material or any noncompliance with any Environmental Law, which such referenced presence, escape, spillage, discharge, emission, release or transportation occurred prior to Lessee's occupancy of the premises. ARTICLE XII TERMINATION 12.1 Termination. Upon the termination of this Agreement, however such termination may be brought about, whether by expiration of the terms hereof, or by cancellation or otherwise, Lessee shall quit and surrender said Premises to Lessor in good condition and repair excepting ordinary wear and tear, and any damages within Lessor's repair obligation or due to casualty. It is the express understanding of the parties hereto that upon termination of this Agreement, Lessee shall remove from the Premises all of Lessee's equipment brought upon or erected upon the Premises. In the event Lessee shall fail to remove same from the Premises within a period of ninety (90) days following the date of termination, the Lessor shall have the following rights: (a) declare the aforesaid property to be abandoned by Lessee, in which event it is agreed that said property shall be deemed the exclusive property of Lessor; or (b) cause said property to be removed from the Premises, and all costs and expenses incurred by Lessor by reason of said removal shall be reimbursed by Lessee immediately upon demand of Lessor. Reasonable costs or expense incurred by Lessor shall accrue interest at the legal rate of eight percent (8%). 12.2 Events of Default. The following shall be "events of default" under this Agreement, and the terms "event of default" or "default" shall mean whenever they are used in the agreement any one or more of the following events: (a) The failure or refusal of Lessee to pay or cause to be paid any rental payment when the same becomes due or the failure or refusal of Lessee to timely pay or cause to be paid any insurance premiums, taxes, costs of repairs or maintenance, or any other charges as herein assumed by Lessee, unless such failure to pay rent or other charge as described herein is cured within ten (10) days after written notice from Lessor is received by Lessee; (b) Failure by the Lessee to perform any agreement, covenant, condition, obligation and/or undertaking herein contained or to observe or comply with any of the terms, provisions and conditions of this Agreement, unless such failure is cured within thirty (30) days after written notice thereof by Lessor is received by Lessee, which notice shall sufficiently describe such failure to enable Lessee to determine an appropriate cure. (c) Proceedings in bankruptcy by or against Lessee, or for reorganization of Lessee's debts, or for the readjustment of any of its respective debts, under any other laws, whether state or federal, for the relief of debtors, now or hereafter existing, be commenced by it or commenced against it; (d) The insolvency, assignment for the benefit of creditors, adjudication as a bankrupt or the appointment of a receiver for substantially all of either Lessee's property and/or Lessee's interest in this Agreement; (e) The issuance of execution against either Lessee's interest in this Agreement or any legal process which by operation of law would cause Lessee's interest in this Agreement to pass to any persons other than Lessee; (f) In the event Lessee removes, attempts to remove or permits to be removed from said Premises, the improvements located thereon, or in the event Lessee otherwise ceases its business operations on the Premises; and (g) Any financial statement, representation, warranty, or certificate made or furnished by Lessee to the Lessor in connection with this Agreement, or as inducement to the Lessor to enter into this Agreement, or in any separate statement or document to be delivered hereunder to the Lessor, shall be materially false, incorrect, or incomplete when made. Upon termination of this Agreement, either in lapse pursuant to the terms of the same, or in the event of default as defined herein, after written notice of default sent by Lessor to Lessee is received by Lessee, and subject to Lessee's right pursuant to Section 12.1 above to remove personal property, trade fixtures and equipment from the premises, Lessor may immediately, or at any time thereafter reenter the Premises without notice or demand, and remove all persons and things therefrom with or without legal process and without prejudice to any of Lessor's other legal rights, using such force as may be necessary or proper for the purpose. Notwithstanding any such reentry, upon default by Lessee or a termination of this Agreement occasioned by reason thereof, the lease rentals due hereunder for the remainder of the then current lease term and such other charges and/or obligations if any as may otherwise be payable under this Agreement shall be and become immediately due and payable, and the liability of the Lessee for the full amount provided herein shall not be extinguished for the balance of the term of this lease. 12.3 Holding Over. If Lessee shall, with the consent of Lessor, hold over after the expiration or sooner termination of any term of this lease, the resulting tenancy shall, unless otherwise mutually agreed, be for an indefinite period of time on a month-to-month basis. During such month-to-month tenancy, Lessee shall pay to Lessor the rate of rental as agreed upon, and shall be bound by all of the provisions of this lease agreement. Such holding over period may be terminated by either party upon thirty (30) days written notice of intent to so terminate. 12.4 Casualty Damage to Premises. In the event that the Premises and improvements located thereon shall be totally destroyed by fire or the elements, or from any cause whatsoever, either party may elect within thirty (30) days after such destruction to terminate this lease, and if either party shall so elect, by giving to the other a written notice of termination, both parties shall stand released of and from further liability under the terms hereof. If the Premises and improvements located thereon shall thereby only suffer partial destruction to any degree, and Lessee determines in its reasonable discretion that it is able to continue on with its business operations, Lessee's obligations hereunder shall continue and all terms and provisions of this Agreement shall be in full force and effect. In the event that by reason of the partial destruction of the Premises, Lessee must temporarily discontinue its business operations, rental payments shall be abated during such temporary period, and shall resume when Lessee resumes its operations. 12.5 Waiver. Waiver by Lessor of any breach or default of this Agreement by Lessee shall not be deemed a waiver of similar or other breaches or defaults, nor shall the failure of Lessor to take any action by reason of any such breach or default deprive Lessor of the right to take action at any time when such breach or default continues. The rights and remedies created by this Agreement shall be cumulative and nonexclusive of those to which Lessor may be entitled at law and equity. Right of exercise of all such rights and remedies is hereby reserved by Lessor. The use and availability of one remedy shall not be taken to exclude or waive the right to use of another. In order to entitle any party to exercise any remedy reserved by it in this Agreement, it shall not be necessary to file any notice other than such notice as herein expressly required. 12.6 Extended Period to Cure. The period of time permitted for Lessee to cure hereunder shall be extended if the default cannot be cured within the time period allowed herein, so long as the Lessee is diligently and continuously attempting to cure. The cure periods shall also be extended for any period of time during which the Lessee is delayed in, or prevented from, curing due to fire or other casualty, or acts of God, and other causes beyond the Lessee's reasonable control. Notwithstanding the foregoing, there shall be no extended period in which Lessee may cure a monetary default. ARTICLE XIII CONDEMNATION 13.1 Condemnation. Lessor warrants to Lessee that as of the effective date hereof, Lessor has no plans to acquire by eminent domain any portion of the premises or Lessee's interest in the premises. Lessor further warrants to Lessee that to the best of Lessor's knowledge, no other governmental authority possessing the power of eminent domain has plans or has indicated any interest in acquiring by eminent domain any portion of the premises. In the event of any governmental condemnation of any part or all of the Premises, should the portion of the Premises taken in the condemnation in Lessee's reasonable discretion substantially and adversely affect Lessee's business thereon, Lessee may, at its option, terminate this Agreement upon 30 days written notice to Lessor, and thereafter, shall not be further liable for any subsequent rentals. Should the portion of the Premises taken in the condemnation action not substantially and adversely affect Lessee's use and occupancy and their business operations, this Agreement shall continue in full force and effect according to the terms and provisions herein. Any compensation paid for the condemnation of the Premises shall be deemed the property of Lessor, except that Lessee shall be entitled to any separate claim available to Lessee for any taking of Lessee's personal property, equipment and fixtures belonging to Lessee upon the expiration of the term of the lease, and for moving expenses. If any part of the premises shall be taken and this lease shall not be terminated as provided above, the rent shall be proportionately abated and Lessor shall restore the remaining portion of the premises to substantially its former condition. ARTICLE XIV MISCELLANEOUS 14.1 Notices. All notices to be sent hereunder shall be sent to the following addresses: LESSOR: LESSEE: Attn: City Manager Attn: Executive Director City of Paducah Seamen's Church Institute of P.O. Box 2267 New York and New Jersey Paducah, KY 42002-2267 241 Water Street New York, NY 10038 14.2 Inspection of the Premises. Lessor, or its appointed employees or agents, shall have the right to come upon the Premises upon reasonable notice and at reasonable times to examine and inspect the Premises for purposes of insuring Lessee's compliance with the terms and provisions of this Agreement. 14.3 Compliance with Laws. The Lessee shall at all times fully and promptly comply with all laws, ordinances and regulations and every lawful authority having jurisdiction of the Premises, and as such shall relate to the cleanliness and use of the Premises in the character and manner or operation of the business conducted on the Premises. 14.4 Entire Agreement. This Agreement embodies the entire agreement between the parties with respect to the leasing and use of the Premises. There are no representations, terms, conditions, covenants or agreements between the parties relating thereto which are not contained herein. This Agreement shall completely and fully supersede all other prior agreements, both written and oral, between the parties. 14.5 Captions. The article and paragraph headings and captions contained hereunder are included for convenience only and shall not be considered a part hereof or effect in any manner the construction or interpretation of this Agreement. 14.6 Severability. In the event any provisions of this Agreement shall be deemed null and void or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any of the remaining provisions hereof. 14.7 Assignment. This Agreement may not be assigned by the Lessee without the express prior written consent of Lessor, which consent shall not be unreasonably held. It is agreed, however, that any assignee shall have substantially the same or greater financial worth and condition as the Lessee. 14.8 Successors and Assigns. The covenants, terms, and conditions and obligations set forth and contained in this Agreement shall be binding upon and inure to the benefit of the Lessor and the Lessee and their respective heirs, successors, and assigns. 14.9 Effective Date. The effective date of this Agreement shall be October 1, 2021. 14.10 Right of First Refusal. To the extent permitted by applicable law, Lessor agrees not to transfer or convey all or any part of Lessor's interest in the premises without first offering Lessee the right to purchase such interest for the same amount and otherwise in accordance with the terms of any bona fide contract which Lessor has entered into. Lessor shall give Lessee written notice disclosing any intent of Lessor to transfer or convey all or any part of Lessor's interest in the premises. Lessee shall, on or before 30 days after receipt of such notice from Lessor, notify Lessor in writing that Lessee either does or does not agree to acquire the interest to be conveyed by Lessor on the terms and conditions set forth in the contract which accompanied the notice from Lessor to Lessee. If Lessee notifies Lessor that Lessee elects to exercise the right of first refusal with respect to the contract, Lessor and Lessee automatically thereupon shall be deemed to have entered into a binding and enforceable agreement for the conveyance of the interest on the same terms and conditions as set forth in the contract, except that the closing of the conveyance to Lessee of the interest to be conveyed by Lessor shall occur on the first business day which occurs 90 days after Lessee gives notice to Lessor of Lessee's election to exercise the right of first refusal. 14.11 Lessee's Interest. All rights and interests with respect to use and occupation of the premises not specifically reserved by Lessor herein, shall inhere in Lessee for the duration of Lessee's tenancy. 14.12 Memorandum of Lease. Lessor and Lessee shall execute a Memorandum of Lease in recordable form. Lessee may record said Memorandum of Lease in the McCracken County Clerk's office, which recording shall provide record notice of Lessee's interest in the premises. WITNESS signatures of the parties as of the year and date first above written. LESSOR: LESSEE: CITY OF PADUCAH SEAMEN'S CHURCH INSTITUTE OF NEW YORK AND NEW JERSEY By: By: Title: Title: STATE OF KENTUCKY ) COUNTY OF MCCRACKEN ) The foregoing instrument was acknowledged before me on this , 2021, by Paducah, on behalf of the City. My commission expires day of (title) of the City of NOTARY PUBLIC, STATE AT LARGE STATE OF ) COUNTY OF ) The foregoing instrument was acknowledged before me on this day of , 2021, by , (title) of Seamen's Church Institute of New York and New Jersey, on behalf of Seamen's Church Institute of New York and New Jersey. My commission expires NOTARY PUBLIC, STATE AT LARGE EXHIBIT A DESCRIPTION OF PREMISES The Leased Premises shall mnsist the shaded areas, labeled "K", "L", "'M", "N", "U", and "P". t' I lZ 4 `�5 a i4yAc�.- C�_'Vi'L•�C(!4�'*�5 #,m C s s sv�e — wr e �._n