LEASE AND OPERATING AGREEMENT

BETWEEN

THE CITY OF JACKSON, MISSISSIPPI

AND

ZOOCEANARIUM GROUP, LLC

FOR THE OPERATION, MAINTENANCE, AND DEVELOPMENT

OF THE JACKSON ZOOLOGICAL PARK
TABLE OF CONTENTS
 LIST OF EXHIBITS

Exhibit A - Legal Description of Property

Exhibit B - Inventory List of Animals
Exhibit C – Inventory List of Buildings
Exhibit D- Inventory List of Equipment
 LEASE AGREEMENT
THIS LEASE AND OPERATING AGREEMENT is made and entered into as of the ___ day
of _________, 2020 by and between:
THE CITY OF JACKSON, a municipal corporation and a political subdivision of the State of
Mississippi, hereinafter referred to as "City"; and
ZOOCEANARIUM GROUP, LLC, a Missouri limited liability company registered to do
business in the State of Mississippi, hereinafter referred to as the "Zooceanarium."

RECITALS
WHEREAS, the City owns certain real property on which is situated and operated a
zoological park known as the Jackson Zoo; and
WHEREAS, the Administration of the City has concluded that it is in the best interest of
the City to enter into a management agreement with a private entity for the operation,
management, and development of the Zoo; and
WHEREAS, Zooceanarium endeavors to be a creative partner with the City in creating a
new generation and world-class Jackson Zoo; and
WHEREAS, the Administration of the City and Zooceanarium believe that this
Agreement, and the particular provisions included herein, will provide the greatest opportunity
for success of the Zoo in fulfilling its mission in education; conservation of wildlife; recreation;
and development of the Zoo as an important civic asset, cultural resource and attraction for
citizens of the City of Jackson and its visitors; and
WHEREAS, this Agreement would continue City ownership of the Zoo property and
facilities.
NOW, THEREFORE, in consideration of the mutual promises and undertakings
hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:

I. DEFINITIONS
The following words have in this Lease and Operating Agreement the definition attached to them
in this section unless otherwise apparent from the context.
“CITY” means City of Jackson, a municipal corporation and political subdivision of the State of
Mississippi, its officers, members of the City Council, agents, employees and authorized
representatives.
“CHIEF ADMINISTRATIVE OFFICER” means the Chief Administrative Officer of the City
of Jackson or the Administrator’s designated representative.
“CITY COUNCIL” means the Council of the City of Jackson.
“DIRECTOR OF PARKS AND RECREATION” means the Director of the Parks and
Recreation Department of the City of Jackson.
“GOVERNING AUTHORITIES” shall mean collectively the City Council and Mayor of the
City of Jackson.
“ZOO” means the zoological park and premises commonly known as the Jackson Zoological
Park, located at 2918 West Capitol Street, Jackson, Mississippi 39209.
“ZOO PLAN” shall mean the Plan for the Zoo to be drafted by Zooceanarium and approved by
the City Council.

II. PREMISES
City leases to Zooceanarium and Zooceanarium leases from City, the real property located at 2918
West Capitol Street, Jackson, Mississippi 39209, comprising approximately 100 acres of land, as
shown with such legal description attached hereto as Exhibit A, hereinafter referred to as the
“Premises”.

III. TERM
The term of this Lease and Operating Agreement is five (5) years, commencing on January 1, 2021
and ending on December 31, 2025 at 11:59 p.m., unless sooner terminated as provided herein.

IV. LEASEHOLD CONVEYANCE, CONDITION, AND RENT

4.01 Title to the Premises
A leasehold interest in the Premises is conveyed by City to Zooceanarium for the term of this
Lease and Operating Agreement. The City shall retain ownership of all land, real property interests,
buildings and improvements utilized for the operation of the Zoo.
4.02 Condition of Premises
Zooceanarium accepts the condition of the Premises “AS IS,” upon USDA certification.
4.03 Rent
Zooceanarium shall pay annually to City one dollar ($1.00) as rent for the Premises and personal
property (as set forth in Section 4.04 below), with the first rental payment due upon
commencement of the term as delineated in Section III of this Agreement, and which shall be
mailed or delivered to the attention of the City Clerk at 219 South President Street, Jackson
Mississippi 39201.
4.04 Personal Property
City leases the following personal property to Zooceanarium:
a. All equipment, accessories, parts, supplies, furniture, tools, vehicles, and personalty of any
nature whatever, which are both presently used by or at the Zoo and Zoological Park, and
owned by City. See attached inventory list as Exhibit D.
b. All animals of any nature whatever presently located at the Zoo which are owned by the
City. See attached inventory list as Exhibit B.
c. Not only those animals located at the Zoo which are owned by the City, but also those
owned by the City which are under loan to other zoos or persons, or which are otherwise
located elsewhere. See attached inventory list as Exhibit B.

Zooceanarium shall maintain all such personal property in good condition and repair, subject to
pre-existing conditions. If any item listed in 4.04 (a) becomes inoperable or unusable and is
necessary for the operation of the Zoo, Zooceanarium may replace the item in its reasonable
discretion, and amend the inventory list. However, before replacing property with property that
has a cost or value exceeding $20,000, Zoocenarium shall notify the City within five (5) working
days of the need for the item and discuss the method of procurement and amendment of the
inventory list.
Upon termination of this Lease and Operating Agreement and/or Zooceanarium ceasing to manage
or operate the Zoo, Zooceanarium will transfer any interest it has in all property included in the
above said inventory list of Section 4.04(a) back to the City, in like condition when conveyed,
normal wear and tear excepted. Zooceanarium shall also transfer all interests in all property
purchased from Zoocenarium’s separate City subsidy account back to the City.
Any item included in the inventory list of Section 4.04(a) above or purchased directly by the City,
or any item purchased from Zooceanarium’s separate City subsidy account shall not be sold,
transferred, loaned, traded, or otherwise disposed of, and shall remain the property of the City.
4.05 Animals
Zooceanarium shall, on the City’s behalf, and using funds from Zooceanarium’s separate City
subsidy account, buy, sell, trade and breed animals during the term hereof so long as the proceeds
therefrom are restricted to the acquisition, breeding, and care of other animals located at and/or for
the benefit of the Jackson Zoo exclusively. Further, all animals acquired by Zooceanarium on the
City’s behalf and purchased with funds from Zoocenarium’s separate City subsidy account for the
benefit of the Jackson Zoo, subsequent to the execution of this Lease and Operating Agreement,
shall become the property of the City. The same shall apply to said animals’ issue. In addition to
buying, selling, trading and breeding animals on behalf of the City’s account using funds from
Zoocenarium’s separate City subsidy account, Zooceanarium may, on its own accord, purchase
animals using any company account other than the separate City subsidy account and unilaterally
determine where these animals will reside and be displayed. All animals purchased from funds in
any other account other than Zoocenarium’s separate City subsidy account will remain property
of Zooceanarium at the expiration or termination of this agreement. Should the City wish to
purchase animals from Zooceanarium at the expiration or termination of this agreement, animals
will be offered for purchase at fair market value and this sale/purchase will be pending mutual
written agreement by both parties.
Zooceanarium shall have exclusive control over and be responsible for the care, maintenance, and
feeding of all Zoo animals, or disposing of any deceased animals.
Should Zooceanarium, from time to time, receive animals by way of donation from third persons
for the benefit of the Zoo, the ownership of said animals shall immediately vest in City upon
transfer of possession to Zooceanarium. Zooceanarium shall provide to the City written notice
within thirty (30) days of receiving the animal(s). The notice shall include the name, address, and
telephone number of the donor and a description of the animal(s). Zooceanarium will have sole
discretion of whether to accept the animals or to refuse the donation. Acceptance of these animals
will not be unreasonably withheld.
Zooceanarium shall submit to the Director of Parks and Recreation, annually and upon request, a
written inventory of all animals. Said annual inventory is due at the beginning of the City’s fiscal
year, commencing October 1, 2020 2021. The inventory shall include the species name, number
of specific species owned on grounds, number of specific species owned off grounds, number of
specific species on loan, and estimate cost of species.
4.06 Care of Animals
Zooceanarium shall care for all Zoo animals in accordance with all federal, state and local laws
and regulations, and in accordance with the Zoo Plan. Zooceanarium shall also use its best efforts
to care for all Zoo animals in accordance with the policies and guidelines adopted by the
Association of Zoos & Aquariums (the “AZA”).
4.07 Sale and Purchase of Animals
Zooceanarium shall have the authority to acquire or sell or otherwise dispose of Zoo animals in
the course of Zooceanarium’s operation of the Zoo. The acquisition, sale or other disposition of
Zoo animals shall be made in strict accordance with (a) applicable federal, state or local laws,
regulations and policies, and (b) existing and any adopted acquisition and disposition policies
approved by the City subsequent to the execution of this Agreement. Zooceanarium shall also use
its best efforts to acquire, sale, or otherwise dispose of Zoo animals in accordance with the
guidelines and policies of the AZA.

V. USE
5.01 Approved Use
Zooceanarium shall use the Premises solely for the operation, maintenance, and development of a
zoological park, commonly known as the Jackson Zoological Park, for the benefit, enjoyment, and
education of the citizens of Jackson and its visitors.
5.02 Zoo Plan
Zooceanarium shall operate, maintain, and develop the Zoo in a manner consistent with the Zoo
Plan, to be drafted by Zooceanarium. The Plan is to be submitted by Zooceanarium to the
Governing Authorities, in the care of the City Clerk, within six months of the execution of this
Agreement by all parties, for review and approval by the City Council. The Plan shall cover the
term of this Lease and Operating Agreement and shall address topics, to include but not be limited
to: development and operation of the Jackson Zoo as a new generation of zoological facilities;
capital improvements and additions; animal care and wellbeing; creation of unique opportunities
for people to appreciate and learn about animals through a once-in-a-lifetime experience; concept
design through animal collection planning and facility operation and management; acquisition of
grants; accreditation; gift shops and food services; the mission, goals, vision, and objectives of the
Zoo; development of a conservation and education oriented zoo; development of a zoo relevant
for and attractive to guests of all ages and socioeconomic groups; plans for hard structures to
include animal exhibits, holding areas, and retail; internships; suggested fundraising programs;
incorporation of technology in animal related attractions; incorporation of technology into the
general guests’ journey in the Zoo; pooling of resources of multiple facilities that Zooceanarium
operates in order to help develop components that might be out of the financial reach of the Jackson
Zoo alone.
Zooceanarium shall operate, maintain, and develop the Zoo in a manner consistent with local,
state, and federal laws, as well.
5.03 Accreditation
In addition to operating, maintaining, and developing the Zoo in a manner consistent with local,
state, and federal laws, as well as the Zoo Plan, and any applicable City approvals, Zooceanarium
shall actively seek and if obtained, maintain for both itself and the Zoo (i) an accreditation with
the AZA, or any successor to such organization; and (ii) a current Exhibitor's Permit and license
issued by the U.S. Department of Agriculture (the "USDA").
If AZA accreditation is obtained, Zooceanarium shall conduct its operations and shall maintain the
Zoo facilities in accordance with the accreditation standards, and shall comply with the facilities
and operational standards and requirements of both the AZA and the USDA, as such standards and
requirements may be revised from time to time, throughout the term of this Lease and Operating
Agreement. If the AZA should cease operation without a successor, City and Zooceanarium shall
meet and confer regarding the selection of another appropriate accrediting agency. Any alternative
accrediting agency shall be selected by mutual agreement of between the City and Zooceanarium.
5.04 Additional Specific Allowed Uses
Consistent with Zooceanarium's use of the Premises as a zoological park, Zooceanarium may use
the Premises or portions thereof for any ancillary and compatible uses which are consistent with
and complimentary to the operations of the zoological park, as reasonably determined by
Zooceanarium and in accordance with the Jackson Code of Ordinances. Such additional uses shall
include without limitation, making the Premises or portions thereof available for public or private
events such as weddings, receptions, conferences, group meetings, fundraising activities,
children's educational camps and programs, and entertainment or musical events. As part of
Zooceanarium's supplemental activities on the Premises, or as part of the regular food and beverage
service provided on the Premises, Zooceanarium, or its contractors and licensees, may sell alcohol
provided that any such alcohol sales or service is conducted with all necessary licenses and in
accordance with all laws. It is the intention of this section to be an enabling provision which
permits the widest range of supplemental events and activities on the Premises which are
determined by Zooceanarium in its reasonable discretion to be consistent with and complimentary
to the operations of the zoological park and in accordance with the Jackson Code of Ordinances.
5.05 City Use
The City shall be able to schedule with Zooceanarium for the use of the Zoo and Premises for
activities. No use or admissions charge will be assessed to or collected by Zooceanarium from the
City or its users, invitees, and vendors.
City use will be limited to three (3) events per calendar year. An event in this section refers to an
occurrence from 8 am to 11:59 pm on any day of the same. Unused days will not accumulate from
year to year. The City agrees to refrain from scheduling any events during the following blackout
dates:
Any Federal holiday
Any State holiday
Any weekend that precedes or succeeds a Federal or State holiday
Any day during public school Spring and Easter break for the following counties: Hinds, Madison,
Rankin, Copiah, Claiborne, Warren and Yazoo. In the event the City desires to use outside vendors
to sell concessions at these events, agreement from Zooceanarium must first be obtained.
City will provide at least thirty (30) days’ notice to Zooceanarium of its use. City will make every Commented [DC1]: In view of the reservation system that
effort not to use Premises in a manner that will unreasonably and detrimentally affect is currently in use and the basis behind its use, we’d like to
see this moved to 90 days notice in order for us to properly
Zooceanairum’s use. The scheduling of City events shall be made upon mutual cooperation and plan.
agreement by the parties.
5.06 Rules and Regulations
Zooceanarium shall conform to and abide by all laws, rules and regulations relative to the uses
herein authorized, and shall be subject at all times to applicable laws, rules. regulations,
resolutions, ordinances and statutes of the City of Jackson, County of Hinds, State of Mississippi,
and the Federal Government. Where permits or licenses are required for the development or use
authorized herein, such permits or licenses must be obtained by Zooceanarium from the regulatory
body having jurisdiction thereof before such use or development is undertaken.
5.07 Amusement Ride Inspection and Certification
Zooceanarium shall be solely responsible for conducting annual amusement ride inspections and
obtaining the required certification for such rides, or making sure such inspections are conducted
and certifications obtained.
5.08 Limitation on Use
Zooceanarium shall not use or occupy any of the Premises, and shall not knowingly permit the use
or occupancy thereof, in any unlawful manner or for any illegal purpose, and shall not knowingly
permit to be carried on any activity that would constitute an actionable nuisance under the laws of
the State of Mississippi or the Jackson Code of Ordinances. Zooceanarium shall take all reasonable
precautions to eliminate any nuisances or hazards relating to its activities on or about the Premises,
except as to pre-existing conditions. Zooceanarium shall use reasonable good faith efforts to avoid
unreasonable disturbance(s) to owners or occupants of neighboring properties.

VI. OPERATION
6.01 Operating Costs
Zooceanarium shall be responsible for all costs related to the operation and maintenance of the
Zoo, including the personnel, supplies, and equipment necessary for the care of the animals and
the maintenance and operation of the Premises with the following exceptions. Zooceanairum shall
not be responsible for maintaining the underground pipes and sewer collection system or the streets
and parking areas of the Zoo. Zooceanarium shall not be responsible for the electrical distribution
lines and cable that are not inside a building.
6.02 Admission Fees
Zooceanarium shall have the authority to set admission fees for the Zoo. However, such fees shall
not exceed the average admission fees for other zoos accredited by the Association of Zoos and
Aquariums in the southeastern region of the United States. Any increase in admission fees in
excess of the aforementioned average shall require approval by the City Council.
6.03 Goods, Services, Rides, Parking Fees, and Facility Rental Fees
Zooceanarium, and/or its contractors and licensees, may set and determine prices for goods,
services, products, concessions, vending, facility rentals, parking, food and beverage, and any
other supplemental services offered. However, the prices shall not be more than those charged for
similar services, goods, products, concessions, vending, rides, facility rentals, parking, food and
beverage, and supplemental services at other zoos accredited by the Association of Zoos and
Aquariums in the southeastern region of the United States.
All foods, beverages, confectionery, refreshments, or other items, sold or kept for sale shall
conform in all respects to federal, state, and local laws, ordinances and regulations. Zooceanarium
shall require all concessionaires operating under the Zooceanarium’s authority to obtain at their
own expense any and all permits or licenses that may be required in connection with the operation
of any concession.
Any concession agreement entered into by Zooceanarium shall only be a license to provide
services on the Premises and shall not constitute an interest in the real property of the Premises.
Any and all concession agreements shall terminate upon Zooceanarium’s interests in the Premises,
unless expressly assumed, in writing, by Zooceanarium’s successor in interest, and agreed to by
the Governing Authorities.
6.04 Profit Sharing
Any profits derived by Zooceanarium from the sale of goods, services, rides, concessions, gate
receipts, rental fees, parking fees, allowed uses under Section 5.04 herein, and other supplemental
services or otherwise, over and above operational and maintenance expenses, shall be divided and
tendered to the City annually, commencing on August 30, 2021 for the period starting August 30,
2020, for the duration of the Lease and Operating Agreement, with the City receiving ten percent
(10%) and Zooceanarium receiving ninety percent (90%).
6.05 Zoo-to-Community Program
Zooceanarium agrees to operate the Zoo with the goal of providing the widest possible access to
the Zoo to the general public, consistent with Sections 6.02 and 6.03 of this Agreement. at an
affordable cost. To that end, Zooceanarium shall operate a Zoo-to-Community Program,
commencing March 1, 2020 2021, which will increase the access for Jackson residents, especially Commented [DC2]: While we will endeavor to initiate this
children and youth, to the Zoo’s variety of enriching exhibits, programs, and experiences, which program by the date specified and we will definitely have
components start almost immediately, in light of the current
help to maintain and improve the quality of life of the City of Jackson. pandemic , we would like to push the contractual
requirement to March 1, 2022.
The Zoo-to-Community Program shall include, but is not limited to, the following components:

• Educational programs;
• “Family Days” events for military and police families;
• Special education projects for target schools;
• Distribution of vouchers that will permit socio-economically diverse families to visit the
Zoo on weekdays and weekends.
Zooceanarium shall work with the City, the Department of Parks and Recreation, the Jackson
Public School District, and local community organizations in order to implement the Program and
gain participation from the diverse communities of Jackson.
Zooceanarium commits to and shall perform on-going and annual program evaluation of the Zoo-
to-Community Program.
Commencing March 1, 2022 October 1, 2020, Zooceanarium shall submit bi-annual written reports
to City concerning program implementation, including statistics on vouchers distributed and
redeemed. The reports shall also contain information regarding the extent to which the Zoo-to-
Community Program is achieving its goal to increase and enhance Jackson resident access to the
Zoo and Zoo experience.
6.06 Public Involvement/Neighborhood Liaison
The City and Zooceanarium agree that there are and will continue to be unique concerns for the
immediate neighbors of the Zoo. Zooceanarium agrees to designate a neighborhood liaison from
the Zooceanarium Management to communicate with the existing neighborhood associations Commented [DC3]: zoOceanarium Management is not
within a three-mile radius of the Zoo. Zooceanarium, in consultation with such neighborhood currently defined in the agreement.

associations, will develop protocols for communicating with such neighborhoods and for
conveying citizen concerns and opinions to the Zooceanarium Management for consideration and
response. Such protocols will be developed within three months of the execution of the Lease and
Operating Agreement. Among matters to be addressed by Zooceanarium through such liaisons is Commented [DC4]: Again, while we will endeavor to
the impact of Zooceanarium programming on the neighborhoods covered herein. perform this in a very short time, due to the special
circumstances that the pandemic currently create, we would
like to push this out a year to when there is better footing for
6.07 Employees operations.
Zooceanarium shall comply with all applicable federal, state, and local laws, ordinances and
regulations pertaining to all employees at the Zoo. In addition, Zooceanarium shall be an equal
opportunity employer and make reasonable efforts to maintain a diverse work force.
6.08 Americans with Disabilities Act
Zooceanarium acknowledges that the Americans with Disabilities Act (the “ADA”) requires that
programs, services and other activities provided by a public entity to the public, whether directly
or through a contractor, must be accessible to the disabled public. Zooceanarium further
acknowledges its obligation to comply with the ADA and any other federal, state or local disability
rights legislation. Zooceanarium warrants that it will fulfill that obligation, and that it will not
discriminate against disabled persons in the provision of services, benefits or activities pursuant to
this agreement. Commented [DC5]: While we agree to be an inclusive
facility and anything we build going forward will take that
6.09 Solicitation of Grants, Donations, and Gifts into consideration, if there are existing facilities that are
currently or in the futured deemed to not be ADA compliant
Zooceanarium shall have the right to solicit and receive grants, donations and gifts to fund the then the capital for achieving compliance needs to come
from the City.
development, maintenance and operation of the Zoo. In soliciting said funds, Zooceanarium shall
cooperate and consult with, and not be in competition or conflict with, any non-profit fundraising
organization specifically created, formed, or purposed to raise funds for the Zoo, in which
Zooceanarium or City has entered into a Memorandum of Understanding (‘MOU”) for fundraising.
If not in conflict with other granting priorities of the City, at the reasonable request of
Zooceanarium, City shall endorse Zooceanarium grant applications when required or suggested by
a granting agency.
6.10 Indebtedness
Under no circumstances shall Zooceanarium incur debt that is construed as a debt of the City, nor
shall Zooceanarium cause in any way a lien or encumbrance on any City owned personal property
or on the fee of said leased Premises or any interest of the City in said Premises, including
improvements and development.
6.11 Naming Rights and Donor Acknowledgement
Under no circumstances, with the exception of formal action by the Jackson City Council and
pursuant to the Jackson Code of Ordinances, may the Zoo’s name be changed or altered from
“Jackson Zoological Park”.
Any donor recognition at the Zoo must be consistent with the Jackson Code of Ordinances.
However, Zooceanarium has the right to name individual exhibits as the company deems fit.
6.12 City Subsidy
The City agrees to provide a subsidy to Zooceanarium in an annual amount which totals One
Million Two Hundred Thousand Dollars ($1,200,000.00), with payments to be made in equal
installments on or before the dates specified in the “Payment Schedule.” These funds will be used
solely for operation, maintenance, and development of the Zoo. Over the course of the term of the
Agreement, a total of $500,000 $300,000 of the total subsidy provided by the City shall be used
exclusively for procuring animals for the benefit of the Jackson Zoo. Ownership of the animals
purchased with the subsidy shall immediately vest in the City of Jackson upon transfer of
possession to Zooceanarium.
Zooceanarium shall establish a separate and exclusive account for the deposit of all subsidy
monies. On April 1 and October 1 of every year during the term of this Lease and Operating
Agreement, commencing on April 1, 2021 October 1, 2020, Zooceanarium shall submit to City a
cumulative and detailed report showing its expenditures of the subsidies, and any drawdowns from
Zooceanariumm’s separate city subsidy account. If monies from Zoocenarium’s separate City
subsidy account are transferred to any other Zooceanarium account, Zooceanarium shall report the
end usage of such monies. A detailed end usage of all subsidy monies is required with each report,
to include a tracing of monies to particular equipment, animals, services, goods, etc. Commented [DC6]: While we understand the need for
transparency, we are not in agreement to the ‘tracing’
Due to budgetary constraints or in the event of a fiscal emergency, as determined and defined reaching as far as this clause dictates. As a matter of
housekeeping, Zooceanarium will likely establish a
solely by the City Council, the subsidy to Zooceanarium may be immediately reduced or reasonable monthly management fee in which money is
eliminated. In this event, profit sharing shall be eliminated. See Section 12.01(H) herein. drawn from the subsidy account to a zoOceanarium account
and will largely go towards paying salaries as well as general
overhead costs. However, the tracing of the moneys will
stop at the transfer from the subsidy account to secondary
account. We would like for the language in the contract to
clearly indicate this.
Payment Schedule
Payment # Amount Payment Date (on or before)
1 $600,000 January 1, 2021
2 $300,000 April 1, 2021
3 $300,000 July 1, 2021
4 $300,000 October 1, 2021
5 $300,000 January 1, 2022
6 $300,000 April 1, 2022
7 $300,000 July 1, 2022
8 $300,000 October 1, 2022
9 $300,000 January 1, 2023
10 $300,000 April 1, 2023
11 $300,000 July 1, 2023
12 $300,000 October 1, 2023
13 $300,000 January 1, 2024
14 $300,000 April 1, 2024
15 $300,000 July 1, 2024
16 $300,000 October 1, 2024
17 $300,000 January 1, 2025
18 $300,000 April 1, 2025
19 $300,000 July 1, 2025
20 $300,000 October 1, 2025

Payment Schedule
Payment # Amount Payment Date (on or before)
1 425,000 January 1, 2020
2 425,000 April 1, 2020
3 425,000 July 1, 2020
4 425,000 October 1, 2020
5 425,000 January 1, 2021
6 425,000 April 1, 2021
7 425,000 July 1, 2021
8 425,000 October 1, 2021
9 425,000 January 1, 2022
10 425,000 April 1, 2022
11 425,000 July 1, 2022
12 425,000 October 1, 2022
13 425,000 January 1, 2023
14 425,000 April 1, 2023
 15 425,000 July 1, 2023
16 425,000 October 1, 2023
17 425,000 January 1, 2024
18 425,000 April 1, 2024
19 425,000 July 1, 2024
20 425,000 October 1, 2024

Zooceanarium may request for City Council consideration an increase in City subsidy for the
operation, maintenance, and development of Zoo during the term of the Lease and Operating
Agreement to gain or retain accreditation. Such request shall be submitted to the Chief
Administrative Officer and Director of Department of Parks and Recreation. The request must
state the requested dollar amount, identify the operation, maintenance, and/or development costs
to be covered, and specify the direct impact if the request is not granted. The City Council shall
not be obligated to grant any request for additional subsidies.

VII. MAINTENANCE
7.01 Maintenance and Security
Zooceanarium shall keep and maintain the Premises in a clean, safe, sanitary and sightly slightly
condition, and all improvements, fixtures, equipment and utilities on the Premises in good order,
condition and repair and in compliance with all applicable laws. Zooceanairum shall provide for
odor control. Zooceanarium shall maintain all heating and cooling systems and all plumbing that
is above ground. City shall have the right to enter upon the Premises at any time, in the case of an
emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the
Premises. Zooceanarium shall employ sufficient personnel, or show evidence satisfactory to the
City of personal service contracts which provide such personnel, to perform the maintenance and
repair work in a prompt and efficient manner in order to keep the Premises at all times in an
operating conditions that is clean, safe and attractive.
City shall provide fire and police protection. Zooceanarium shall be responsible for providing
security services. A City Park Ranger or mounted patrol may patrol the area. City will add a stand- Commented [DC7]: We would like this changed to: A
alone police surveillance unit at the West Capitol Street entrance of the zoo grounds. City Park Ranger or mounted patrol will patrol the grounds
at least once daily. During this patrol, the Ranger/patrol will
physically check in with the front gate attendant.
VIII. TAXES AND UTILITIES
8.01 Taxes
Zooceanarium shall pay or cause to be paid, prior to delinquency, all taxes assessed against or
levied upon any personal property located on the Premises. In addition, Zooceanarium shall pay, Commented [DC8]: I assume this relates to “any personal
or cause to be paid, prior to delinquency, any taxes related to the use or operation of the Premises, property of zoOceanarium” so can the clause please specify
this.
including but not limited to, any sales taxes related to retail sales conducted on the Premises.
Zooceanarium shall not be responsible for any taxes levied prior to execution of this Lease and
Operating Agreement.
8.02 Utilities
Zooceanarium shall be responsible for the payment of charges incurred for all water, sewer, gas,
electricity, telecommunications, trash and rubbish disposal, and any other utilities and services
supplied to the Premises, together with any taxes thereon. Zooceanarium shall not be responsible
for any charges incurred or levied prior to execution of this Lease and Operating Agreement.
Zooceanarium shall be responsible for establishing new utility accounts.
The City shall charge Zooceanarium and Zooceanarium shall pay a flat monthly fee of $6,400.00
for water and sewer services, with Zooceanrium paying at the end of each year any amount short
of what Zooceanarium would have had to pay for if Zooceanarium were billed for the exact amount
of the utility used each month – based on actual metered usage and adjusted for any leaks and
errors due to the City. In the event of surplus pay by Zooceanarium, the City will give a credit for
each year of the Agreement and upon termination or expiration of the Agreement, if there is any
overage, a refund will be issued. Zooceanarium agrees that the City may reevaluate and readjust Commented [DC9]: I believe we agreed to this entire
the amount charged at least once a year to ensure that the amount paid over the course of the year section being struck out.

reflects the amount of the utility used for the year.

IX. IMPROVEMENTS TO PREMISES

9.01 Improvement and Alterations, Generally
Zooceanarium shall make such capital improvements, development, and alterations to, in, on, or
upon the Premises and the Zoo facilities as Zooceanarium shall determine in its reasonable
discretion are necessary to operate the Zoo, all in accordance and compatible with the Zoo Plan.
Any alterations or capital improvements made by Zooceanarium to or on the Premises shall
comply with any and all applicable local, state, and federal laws, rules and regulations, and
Zooceanarium shall obtain any required permits for such alterations, development, and capital
improvements, at its expense. .
Zooceanarium shall not under any condition conduct any construction, installation, grading, or
other development to, in, on, or upon the Premises that is subject to the approval of a City
department, board, or commission, when such prior approval has not been obtained.
Zooceanarium and City shall share with each other all geological, hydrological, or other reports or
studies of the Premises that either party may prepare or cause to be prepared.
At least ten (10) days prior to commencement of any construction on the Premises, Zooceanarium
shall provide to City evidence of a payment and performance bond, letter of credit or cash or
securities on deposit in an amount equal to one hundred percent (100%) of the contract price as
security for the contractor’s faithful performance of the construction. This bond, letter of credit,
cash or securities shall be in such form and with such surety, brokerage, or depository institution
as may be approved by City. Zooceanarium shall bear all costs and fees associated with any bond,
letter of credit, cash or securities as provided herein. In lieu of a payment and performance bond,
Zooceanarium may in its discretion provide City with either (i) certified evidence of cash or readily
available securities on deposit in a Zooceanarium account with any bank, saving and loan or other
brokerage or financial institution in an amount sufficient to pay one hundred percent (100%) of
the contract price for any construction, project or development on the Premises; or (ii) a certified
letter of credit, standby revolving credit loan or other credit facility sufficient to pay one hundred
percent (100%) of the contract price for any construction, project or development on the Premises.
Zooceanarium shall ensure that no contractor’s or materialmen’s lien are enrolled against the Commented [DC10]: We are not familiar with this term.
leased premises. If a lien is enrolled, Zooceanarium shall ensure that the lien is removed within We assume it means “filed” and if so then can it be changed
to filed for avoidance of doubt.
thirty (30) days.
9.02 Title to Improvements
Except as otherwise provided in this Agreement, all appurtenances, fixtures, improvements,
additions and other property attached to or installed in the Premises during the term shall be and
remain the property of City and shall not be removed by Zooceanarium without prior written
approval of the City.

X. Reports and Records

10.01 Quarterly Reports
For each quarter during the term of this Lease and Operating Agreement, commencing on July 30,
2020 2021, Zooceanarium shall submit to the City quarterly reports showing its revenues and
income, its expenditures, its resources and a descriptive account of its activities during the
preceding months. The quarterly reports shall include an acquisition and disposal report for all
personal property, including animals. The reports shall also provide a listing of Zoocenarium’s
capital investments made at the Zoo. An audited financial statement shall be provided annually,
commencing August 30, 2021 2022 for the duration of this Lease and Operating Agreement.
10.02 Maintenance and Inspection of Records
Zooceanarium shall maintain true, correct and accurate records of its development, maintenance
and operation of the Premises. Zooceanarium shall keep and maintain said records for the duration
of this Lease and Operating Agreement on the Premises, and for no less than three years following
the termination of this Lease and Operating Agreement.
City shall, through its duly authorized agents or representatives, have the right to examine and
audit said books of account and records (including any tax returns filed by Zooceanarium) at
reasonable times and upon reasonable notice for the purpose of determining the accuracy thereof.
Any audit of such books and records shall be conducted at City's expense.

XI. INDEMNITY AND INSURANCE

11.01 Indemnity and Hold Harmless
Zooceanarium agrees to investigate, defend, indemnify and hold harmless the City, its officers,
employees and agents, from and against any and all loss, damage, liability, claims, demands,
detriments, costs, charges and expense (including attorneys' fees) and causes of action of
whatsoever("Losses") character which the City may incur, sustain or be subjected to on account Commented [DC11]: Counsel has advised us that “of
of loss or damage to property and loss of use thereof and for bodily injury to or death of any whatsoever” needs to be struck.

persons (including but not limited to property, employees, subcontractors, agents and invitees of
each party hereto) arising out of or in any way connected with the work to be performed or
occupancy, operation, maintenance, enjoyment, or use of the Premises under this agreement and
arising from any cause whatsoever, excluding any Losses resulting from the gross negligence or
willful misconduct by the City.
11.02 Insurance
A. Required Insurance Coverage
Zooceanarium shall maintain and keep in force during the term of this Lease, for the mutual benefit
of City and Zooceanarium, the following insurance, which may be paid from City subsidy proceeds
Zooceanrium receives:
1. Property Insurance insuring against loss or damage of the Carousel & Pavilion, Administration
Office, Education Center, Gift Shop and Hospital, and loss or damage to all improvements,
fixtures, or equipment associated with such, resulting from fire, lightning, vandalism, malicious
mischief and those risks ordinarily insured by special form property coverage. Such property
insurance shall be in an amount equal to the full replacement cost of said improvements, fixtures
and equipment, including all required code upgrades. In addition, Zooceanarium shall at its
expense provide such additional insurance as may be reasonably required in the event
Zooceanarium provides alcohol service on the Premises. Commented [DC12]: Counsel has recommended that this
lease should follow general guideline of showing who is
2. Comprehensive General Liability Insurance with limits of not less than Ten Million Dollars responsible for carrying the insurance coverage of property.
As such, he recommends that there should be a separate
($10,000,000) in any combination of primary or excess coverage for each occurrence combined clause stating that the city will obtain insurance for the city’s
single limit for bodily injury and property damage. Coverage there under shall include property.
endorsements for contractual liability, personal injury, owners' and contractors' protection, and fire
legal liability.
3. Automobile Liability Insurance with limits of not less than Five Million Dollars ($5,000,000)
in any combination of primary or excess coverage each occurrence combined single limit for
bodily injury and property damage for all vehicles owned or operated by Zooceanarium.
4. Workers' Compensation Insurance in compliance with statutory limits.
B. General Insurance Policy Requirements
1. All insurance provided for in this section shall be enacted under valid and enforceable
policies in form and substance satisfactory to City issued by insurers satisfactory to City and
authorized to do business in the State of Mississippi. Such insurance shall apply as primary and
not in excess of or contributing with any insurance that City may carry. The policies required shall
name include the City, its officers, employees and agents as additional insured. Zooceanarium's
insurance policies shall apply separately to each named or additional insured as if separate policies
had been issued to each. Zooceanarium's insurance, as required by this Lease, shall not be subject
to cancellation or material reduction without at least thirty (30) days prior written notice to the
City. Zooceanarium shall furnish to City a Certificate of Insurance evidencing that the above
requirements have been met on or before the execution of this Lease and Operating Agreement
October 1, 2019 and upon the renewal of each policy.
2. Zooceanarium hereby expressly waives on behalf of its insurers hereunder any right of
subrogation against City by reason of any claim, liability, loss or expense arising under this
Agreement. This provision applies regardless of whether or not the Zooceanarium obtains a waiver
of subrogation endorsement from its insurer.
3. City shall retain the right to review at any time the coverage, form and amount of insurance
required hereby. If, in the opinion of City, the insurance provisions in this Lease do not provide
adequate protection for City and for members of the public using the Premises, City may require
Zooceanarium to obtain insurance sufficient in coverage, form and amount to provide adequate
protection. City's requirements shall be reasonable but shall be designed to assure protection from
and against the kind and extent of the risks that exist at the time a change in insurance is required.
4. The procuring of such required policy or policies of insurance shall not be construed to limit
Zooceanarium's liability hereunder or to fulfill the indemnification provisions and requirements of
this Lease. Notwithstanding said policy or policies of insurance, Zooceanarium shall be obligated
for the full and total amount of any damage, injury or loss caused by negligence or neglect
connected with this Lease or with use or occupancy of the Premises.
11.03 Use of Insurance Proceeds
Upon the occurrence of any loss, the proceeds of any insurance shall be paid to a financial
institution or trust company with an office in the City of Jackson designated by Zooceanarium and
approved by City (the "Insurance Trustee"). In the event of such loss. to the extent of available
insurance proceeds received by Zooceanarium, Zooceanarium shall be obligated to rebuild or
replace the destroyed or damaged improvements, equipment or fixtures in the same or better
conditions they existed prior to such loss. All sums deposited with the Insurance Trustee shall be
held in trust by the Insurance Trustee with the following powers and duties:
A. The Insurance Trustee shall pay the contractor retained by Zooceanarium for the restoration
in installments as the construction progresses. A retention fund of ten percent (10%) of the total
contract price shall be established. The contractor shall be paid the retained amount upon the
completion of the restoration, acceptance of the work by the Zooceanarium and City, payment of
all costs, expiration of all applicable lien periods and proof that the Premises is free of all
mechanics' liens and lienable claims.
B. Payments to the contractor shall be made on presentation of certificates or vouchers from
the architect or engineer retained by Zooceanarium showing the amount due. If the Insurance
Trustee, in the Insurance Trustee's reasonable discretion, determines that the certificates or
vouchers are being improperly approved by the architect or engineer retained by Zooceanarium,
the Insurance Trustee shall have the right to appoint an architect or engineer to supervise the
construction and to make payments to the contractor on certificates or vouchers approved by the
architect or engineer retained by the Insurance Trustee. The reasonable expenses and charges of
the architect or engineer retained by the Insurance Trustee shall be paid by the Insurance Trustee
out of the trust fund.
C. If the sums held by the Insurance Trustee are insufficient to pay the actual cost of the repair,
restoration or replacement, Zooceanarium shall have the right but not the obligation to deposit the
amount of the deficiency with the Insurance Trustee within thirty (30) days after request by the
Insurance Trustee indicating the amount of the deficiency. If Zooceanarium does not deposit said
sum with the Insurance Trustee, Zooceanarium shall be responsible for paying any deficiency.
D. Any undistributed funds following compliance with the provisions of this section shall be
delivered to Zooceanarium.
E. All actual costs of the Insurance Trustee shall first be paid from the insurance proceeds,
then by Zooceanarium. If the Insurance Trustee resigns or for any reason is unable or unwilling to
act or continue to act in accordance with these provisions, Zooceanarium shall substitute a new
trustee for the designated trustee. The new trustee must be a financial institution or trust company
with an office in Jackson, Mississippi approved by City.
F. Both Parties shall promptly execute all documents and perform all acts reasonably required
by the Insurance Trustee in order for the Insurance Trustee to perform its obligations under this
section. Commented [DC13]: Entire section should be struck as to
avoid doubt on whether zoOceanarium will carry insurance
11.04 Contractor Insurance for property.

Zooceanarium shall provide evidence acceptable to City that every contractor engaged by
Zooceanarium to perform work on the Premises maintains insurance in amounts, on policies of
coverage and offered by companies satisfactory to City, including but not limited to Worker’s
Compensation Insurance (including Employers’ Liability Insurance) and insurance against
liability for injury to persons and property arising out of all such contractor’s operations, and the
use of owned, non-owned or hired automotive equipment, in the pursuant of to all such operations.
11.05 Termination of Lease Following Damage or Destruction
Notwithstanding anything in this Lease to the contrary in the event of any damage or destruction
of the Premises or any improvements thereon which prevents Zooceanarium from operating the
Zoo in its reasonable business discretion, Zooceanarium shall have the right to terminate this Lease
by written notice to the City, giving not less than six months before the effective date of
termination. In the event Zooceanarium terminates this Lease following an event of damage or
destruction to the Premises or any improvements thereon the proceeds of any insurance on account
of such damage or destruction shall be paid to City.

XII. DEFAULT
12.01 Events of Default
Any of the following occurrences or acts shall constitute an "Event of Default" under this Lease:
A. If Zooceanarium at any time during the term (regardless of the pendency of any
bankruptcy, reorganization, receivership, insolvency or other proceedings, in law or equity or
before any administrative tribunal which have or might have the effect of preventing
Zooceanarium from complying with the terms of this Lease) shall fail to observe or perform any
of Zooceanarium's covenants, agreements or obligations hereunder and such failure is not cured
within sixty (60) days after receipt of written notice thereof by City to Zooceanarium or, in the
case of any failure which cannot with due diligence be cured within such sixty-day period, if
Zooceanarium should not proceed promptly to cure the same and thereafter conduct the curing of
such failure with diligence, it being intended that the time within which to cure the failure shall be
extended for such period as may be necessary to complete the curing of the same with diligence;
or
B. If Zooceanarium shall be liquidated or dissolved or shall begin proceedings toward its
liquidation or dissolution without the prior written consent of City; or
C. If Zooceanarium shall commit or suffer to be committed any waste of the Premises or any
part thereof which is not cured within sixty (60) days after receipt of written notice thereof by City
to Zooceanarium or, in the case of any failure which cannot with due diligence be cured within
such sixty-day period, if Zooceanarium should not proceed promptly to cure the same and
thereafter conduct the curing of such failure with diligence, it being intended that the time within
which to cure the failure shall be extended for such period as may be necessary to complete the
curing of the same with diligence; or
D. If Zooceanarium shall alter the improvements on the Premises or conduct any
improvements, development, grading, or installation in any manner, except as expressly permitted
by this Lease and the Zoo Plan; or
E. If Zooceanarium shall fail to maintain or replace the insurance as required by this Lease
promptly after written notice from City to Zooceanarium; or
F. If Zooceanarium shall engage in any financing except as consented to by the City, or any
other transaction creating any mortgage on the Premises, or place or suffer to be placed thereon
any lien or other encumbrance, or suffer any levy or attachment to be made thereon without the
prior knowledge and consent of City, which lien, encumbrance, levy or attachment Zooceanarium
fails to bond over within thirty (30) days after written notice from the City: or
G. If Zooceanarium fails to operate the Zoo for more than seventy-two (72) consecutive hours,
except in the case of such closures as may be allowed or provided for by this Lease (hereafter Commented [DC14]: There are no “closures allowed by
referred to as an "Abandonment"), City may enter the Premises and operate the Zoo until the the lease” and the reaction to the pandemic in March for
instance would have qualified us for termination. While it is
resolution of the situation that led to the Abandonment or until the termination of this Lease by generally not our intent, there are numerous reasons we may
either party. If the Lease is not terminated, City reserves the right to charge Zooceanarium for costs want to close the zoo for more than 72 hours including the
reason that the zoo is currently closed all but weekends. We
incurred by City in the operation of the Zoo during the course of an Abandonment. would like the clause changed from 72 hours to “more than 7
consecutive days barring an event that is out of
H. If any City subsidy payment is not credited by close of business (5pm CST) on the date zoOceanarium’s control” or something to that effect.
specified in the Payment Schedule to the account specified by Zooceanarium as the City Subsidy
account, and such default is not cured within forty-five (45) days.
12.02 Remedies
Upon the occurrence of any Event of Default by Zooceanarium described above, City may
terminate Zooceanarium's right to possession by any lawful means, in which case this Lease and
Operating Agreement will be immediately terminated and Zooceanarium shall immediately
surrender possession to City.
In such event, City shall be entitled to recover from Zooceanarium any amount necessary to
compensate City for all the detriment proximately caused by an affirmative act of Zooceanarium
or Zooceanarium's failure to perform its obligations under this Lease. In addition to the rights set
forth in this Agreement concerning default, the City shall be entitled to pursue any remedy existing
at law or in equity against Zooceanarium.

XII. CONDEMNATION
If the Premises or any portion thereof is taken under the power of eminent domain or sold under
the threat of the exercise of said power(collectively, "Condemnation"), this Lease and Operating
Agreement shall terminate as to the part taken as of the date the condemning authority takes title
or possession, whichever first occurs. In the event that only a portion of the Premises is
condemned, Zooceanarium may, at Zooceanarium's written election, terminate this Lease and
Operating Agreement as of the date the condemning authority takes possession. If Zooceanarium
does not elect to terminate this Lease and Operating Agreement in accordance with the foregoing,
this Lease and Operating Agreement shall remain in full force and effect as to the portion of the
Premises remaining. In the event that this Lease is not terminated by reason of the Condemnation,
Zooceanarium shall repair any damage to the Premises caused by such Condemnation.
Condemnation awards and/or payments shall be the property of City.

XIV. MISCELLANEOUS AND INTERPRETIVE PROVISIONS

14.01 Assignment
With the exception of concessionaire services (food and beverage, gift shop, etc), Zooceanarium
shall not assign this Lease or sublease all or any portion of the Premises without the prior written
consent of the City Council.
14.02 Choice of Law; Venue
This Lease and Operating Agreement shall be governed by the laws of the State of Mississippi.
Any litigation between the Parties concerning this Lease and Operating Agreement shall be
initiated in the County of Hinds, State of Mississippi.
14.03 Captions
Neither the index nor the title nor the heading to the sections in this agreement are part of this
agreement and shall have no effect upon the construction or interpretation of any part hereof.
14.04 Amendments
This Lease may be amended only in writing, properly executed by City and Zooceanarium, after
approval by the Governing Authorities and spread upon the City’s minutes..
14.05 Severability
If any term, covenant, condition or provision of this Lease is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall
remain in full force and effect and in no way be affected, impaired or invalidated thereby.
14.06 Time
Time is of the essence in this Lease.
14.07 Experience
Zooceanarium is experienced in aspects related to the operations and management of a zoo and
hereby agrees to apply its best efforts and most efficient methods in the fuller operation,
management, and development of the Zoo.
14.08 Litigation
There is no litigation, action, arbitration, grievance, administrative proceeding, suit or claim filed
and pending, nor is there any investigation by a governmental agency of Zooceanarium or any of
its affiliates that, if adversely decided, could have a material adverse impact on Zoocenarium’s
ability to perform its obligations under this Agreement.
14.09 Execution and Counterpart
This Lease may be executed in two or more counterparts each of which shall be an original but all
of which shall constitute one and the same instrument.
14.10 Corporate Authorization
Each individual executing this Lease on behalf of any entity shall represent and warrant that he or
she is duly authorized to execute and deliver the Lease on behalf of said entity in accordance with
the duly adopted resolution of the Board of Directors or equivalent of that entity and that this Lease
is binding upon that entity in accordance with its terms. However, all parties to this agreement
acknowledge that a successive City Council may not be bound by the terms of this Agreement.
14.11 Exhibits
Attached hereto are Exhibits A, B, C, and D, all and B both of which constitute part of this Lease
and are incorporated herein by this reference.
14.12 Notices
All notices required or permitted by this Lease shall be in writing and may be delivered in person
(by hand or by messenger or courier service) or may be sent by regular certified or registered mail
with the U.S. Postal Service, with postage prepaid, and shall be deemed sufficiently given if served
in the manner specified herein. If such notice is intended for City it shall be addressed to:
City Clerk
City of Jackson
219 South President Street
Jackson, Mississippi 39205

with a copy to:

Parks and Recreation Director

Parks and Recreation Department
1000 Metro Center
Jackson, Mississippi 39209

and

City Attorney
Office of the City Attorney
455 East Capitol Street
Jackson, Mississippi 39205

and if intended for Zooceanarium it shall be addressed to:

Zooceanarium
Attn: Erin Clark
100 S. 4th St.
Suite 550
St. Louis, MO 63102

Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on
the date of delivery shown on the receipt card, or if no date is shown, the postmark thereon. If sent
by regular mail, the notice shall be deemed given ninety-six (96) hours after the same is addressed
as required herein and mailed with postage prepaid. Notices sent by overnight courier services that
guarantee next day delivery shall be deemed given twenty-four (24) hours after delivery of the
same to the courier. If notice is received on Saturday, Sunday or a legal holiday, it shall be deemed
received on the next business day.
14.13 No Waiver
No waiver of any default under this Lease shall constitute or operate as a waiver of any subsequent
default hereunder, and no delay, failure or omission in exercising or enforcing any right, privilege
or option under this Lease shall constitute a waiver, abandonment or relinquishment thereof or
prohibit or prevent any election under or enforcement or exercise of any right, privilege or option
hereunder.
No waiver of any provision hereof by City or Zooceanarium shall be deemed to have been made
unless and until such waiver shall have been reduced to writing and signed by City or
Zooceanarium, and approved by the appropriate board and/or governing authorities. as the case
may be. Failure by City or Zooceanarium, as the case may be, to enforce any of the terms,
covenants or conditions of this Lease for any length of time or from time to time shall not be
deemed to waive or decrease the right of City to insist thereafter upon strict performance by
Zooceanarium.
14.14 No Right to Holdover
Zooceanarium has no right to retain possession of the Premises or any part thereof beyond the
expiration or termination of this Lease. Nothing contained herein shall be construed as consent by
City to any holding over by Zooceanarium.
14.15 Cumulative Remedies
No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be
cumulative with all other remedies at law or in equity.
14.16 Surrender of Premises
Zooceanarium shall surrender the Premises upon the expiration of this Lease or upon any earlier
termination date, other than termination following damage or destruction pursuant to Section
11.05, with all of the improvements and fixtures in good operating order, condition and state of
repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or
deterioration that would have been prevented by good maintenance practice
14.17 No Prior or Other Agreements
This Lease contains all agreements between the Parties with respect to any matter mentioned
herein, and no prior or contemporaneous agreement or understandings shall be effective.

XV. TERMINATION
15.01 Termination
Zooceanarium shall have the right to terminate this Lease at any time with or without cause upon
twelve (12) months six (6) months written notice to City. If Zooceanarium elects to terminate this
Lease, Zooceanarium shall effective upon the date of termination of this Lease immediately
surrender possession of the Premises in accordance with Sections 4.04, 9.02, and 14.16 above.
City shall have the right to terminate this Lease at any time with or without cause upon three (3)
months twelve (12) months written notice to Zooceanarium. If City elects to terminate this Lease,
Zooceanarium shall effective upon the date of termination of this Lease immediately surrender
possession of the Premises in accordance with Sections 4.04, 9.02, and 14.16 above.
Commented [DC15]: We would like this to match the
city’s notice period of 3 months as this is sufficient time to
move all operations over to the city. zoOceanarium is in
effect being required to do the same process in a matter of 21
days (from the approval of the contract on the 10 th of
December until the take-over date of Jan 1).
Commented [DC16]: Can you please add a force majeure
clause that supersedes both of the following requirements.

IN WITNESS WHEREOF, the Parties have executed this agreement as of the date and year first
above written.
By: _________________, President
ZOOCEANARIUM
Attested By:____________________________

By: _________________________, Mayor

CITY OF JACKSON, MISSISSIPPI
Attested By: _________________________, City Clerk