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1997-024-RES WHEREAS, CITY COUNCIL DID HERETOFORE ON THE 12TH DAY OF JANUARY 1987 RESOLUTION NO. 97 -024 WHEREAS, the City Council of the City of Paris did heretofore on the 12th day of January, 1987, in Resolution No, 87-006, authorize the execution of a lease agreement with the Red River Valley Fair Association, Inc, which said lease was thereafter amended by Resolutions No's. 87-036, 89-036, and 91-038; and, WHEREAS, the Red River Valley Fair Association, Inc, has requested that said Lease Agreement be revised to extend the term of the lease in order that it may finance and construct new facilities at the fairgrounds, and it is deemed appropriate that such request be granted; and, WHEREAS, the form of the Lease Agreement, attached hereto as Exhibit A, should, in all things be approved, and the Mayor of the City of Paris, Eric S Clifford, should be authorized to execute the same; NOW. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, that the form of the Lease Agreement between the Red River Valley Fair Association, 1nc, and the City of Paris, attached hereto as Exhibit A, be, and the same is hereby, approved; and, BE IT FURTHER RESOLVED, that the Mayor of the City of Paris, Eric S, Clifford, be, and he is hereby, authorize and directed to execute, on behalf of the City of Paris, the Lease Agreement with the Red River Valley Fair Association, Inc, under the terms and conditions and in the form shown in Exhibit A, attached hereto. PASSED AND ADOPTED this 10th day of March, 1997, q~~ Eric S Clifford, Mayor ATTEST: ~~..~,,~~.:~N'f\~ Mattie Cunningham, City Cler APPROVED AS TO FORM: ~~ '-- T. K aynes, C y Attorney LEASE AGREEMENT This is a Lease Agreement between the CITY OF PARIS, a municipal corporation, hereinafter referred to as LESSOR, and RED RIVER VALLEY FAIR ASSOCIATION, INe., a Texas corporation, hereinafter referred to as LESSEE, executed in duplicate on this the 10th day of March, 1997, WITNESSETH: The leased premises consists of the following described property owned by Lessor in Paris, Lamar County, Texas: All that certain tract or parcel ofland as described in Exhibit "A" attached hereto and made a part hereof for all purposes, The term of this lease shall be for thirty 30 years beginning on the ] st day of April, 1997, and ending the 31 st day of March, 2027. The consideration for this lease and the use and occupancy by Lessee shal] be Lessee's agreement to perform all necessary repairs to the existing buildings, structures and other improvements on the leased premises and to make such additional improvements on the leased premises to the extent offive per cent (5%) of its annual gross receipts, Lessee hereby agreeing to expend for such purposes the sum herein set out during each year of this agreement, the total amount to be expended by Lessee for such purposes during the term of this lease to be not less than five per cent (5%) of its total gross receipts for the thirty (30) year period covered by this agreement; provided however, that in the event Lessee expends -1- EXHIBIT A " in excess of five percent (5%) of its gross receipts during anyone year hereof for such purposes, such excess may be credited on the total amount to be expended by Lessee hereunder. The term "gross receipts" shall mean the total receipts of Lessee from all sources by reason of the use of the rented premise, IN CONSIDERATION HEREOF, it is mutually agreed by and between Lessor and Lessee: (1) That Lessee shall during the tetm of this lease, at its sole cost and expense, make all necessary repairs to existing buildings and structures on the leased premises, as speedily as it can finance same, so that same will be safe and suitable for the purposes for which they may be used by Lessee and will keep and maintain same in good, safe and sanitary condition. (2) That no substantial repairs or improvements or changes in location will be made to any buildings, structures or other things located thereon nor will any new structures be placed on any part of the leased premises without the prior approval of Lessor. (3) That Lessee shall pay to Lessor the annual cost of insurance, to keep all buildings and other insurable improvements on the leased premises insured against loss by fire, lightening, and all risks included in the term "extended coverage" to the full extent of their insurable value as determined by Lessor. (4) That Lessee shall pay for all lights, electricity, water and sewer, gas, and all other utilities used on the leased premises, -2- (5) That a1] buildings, structures, additions, fixtures and improvements made upon or added to the leased premises or any part thereof shall at once become the property of the Lessor and be surrendered to the Lessor at the termination of this lease, (6) That Lessee shall deliver to Lessor annually its Federa] Income Tax Return prepared by a Certified Public Accountant on or before the first day of May of each year, and verified copy of any tax report made to the State of Texas. (7) That Lessee shall not sublet the rented premises or any part thereof for more than three hundred sixty-five (365) days without the consent in writing of Lessor first had and obtained, which shall be indicated by the signature of the City Manager. (8) Lessee agrees to indemnify, save, keep and hold and harmless Lessor from and against any and all demands, debts, liabilities, suits, claims and causes of action of every kind and character whatsoever for damage or injuries to persons and property occurring on the leased premises resulting from Lessee's use, Lessee's sub-lessee or any tenant of Lessee, and Lessor shall not be liable to Lessee, its employees, invitees, patrons, licensees or visitors due to the building or other structures thereon being improperly constructed or being or becoming out ofrepair, Lessee hereby waiving any defects therein and agreeing to hold and save Lessor harmless from all claims for any such damages or injuries, and Lessee shall and must at all times during the term of this agreement, and any extensions thereof, keep and maintain in full force and effect a policy or policies of insurance, providing at least $500,000.00 per person and $500,000.00 for any single occurrence for bodily injury or death and $500,000.00 for any single occurrence for injury to or destruction of property -3- indemnifying all persons for any and all damages, personal injuries or property damages sustained in or upon the premises of said leased property, or any part thereof, as the result of the negligence of Lessee, its agents, servants, employees or sub-lessees and its agent, servants or employees, and shall pay all premiums due thereon when due, It is expressly provided that such insurance policy or policies shall and must be written and issued by a reputable insurance company or companies, subject to approval by the City Attorney of the City of Paris, and Lessee or its insurance carrier or carriers shall deliver a copy of any such policies to the City Clerk of the City of Paris, or furnish to said City Clerk a current letter or certificate from such company or companies, evidencing the fact that such insurance is in full force and effect at all times during this lease and any extension thereof and specifically noting thereon that Lessor is an additional insured, All such policies shall be written so that the Lessor will be notified of cancellation or of any restrictive amendment of the policies at least sixty (60) days prior to the effective date of such cancellation or amendment. Notice shall be by certified mail, return receipt requested, addressed to the Lessor at the following address: City Clerk, City of Paris, p, 0, Box 9037, Paris, Texas 75461-9037.. (9) That Lessor shall not make or be liab]e for any repairs or improvements of any kind on the leased premises during the term of this lease. (10) That Lessee shall take good care of the rented premises and all buildings and structures thereon and be responsible to Lessor for any damage or injuries hereto caused by Lessee or those under it. -4- (11) That Lessor shall conform to and observe all sanitary rules, regulations and laws of the State of Texas and ordinances of the City of Paris applicable to the leased premises and not use Of permit the same to be used for any un]awful or illegal purpose. (12) Should Lessee default in, or fail or refuse to keep any of the covenants, conditions, stipulations or provisions therein contained, notice thereof shall be given to Lessee by Lessor, and in the event such default, failure or refusal has not been corrected or performed within sixty (60) days from the date of such notice, then this lease contract may be terminated at Lessor's option, and it shall be lawful fOf Lessor to re-enter the leased premises and remove all persons, property and effects therefrom, all and every claim for damages for or by reason of said re-entry being expressly waived. ( 13) All water and sanitary sewer pipe in, on or under the leased premises belonging to lessor may be kept there if or until removed by Lessor. (14) In the event Lessee shal] keep each and every agreement contained herein and do and perform all the obligations required of it hereunder during the term of this lease, an option is hereby given and granted to Lessee to renew and extend this lease for an additional period often (10) years from and aftef the expiration ofthis agreement, which option may be exercised by Lessee giving notice in writing of its intention to renew said lease ninety (90) days prior to the expiration of the primary term of the lease. (15) Lessor is given and granted the right to place streets or utilities or drainage appurtenances in, on or under any of the leased property herein. (16) That Lessor shall have the right and privilege of using any portion of the leased -5- premises for functions sponsored by the City of Paris or any department thereof, provided such function has been approved by the City Council of the City of Paris, all of which functions shall be conducted on a non-interfering basis with the annual Fair conducted by the Red River Valley Fair Association, Inc" or any other scheduled activity of the Lessee or prior sub-lease rental agreements approved by the City Manager of the City of Paris between the Lessee and any Sub-Lessee, In the event of any of the above contingencies, Lessor shall give Lessee thirty (30) days notice in writing of its intention to so utilize any pOliion of the tract for the above purposes, (17) That Lessor shall have the right and privilege at its option to terminate this lease as to any part of the realty not improved with buildings, including reasonable access and reasonable parking to include additional land if necessary for such buildings, for only necessary municipal functions, Lessor acknowledges that the Lessee is currently in the process of obtaining a loan from the First Nationa] Bank of Paris, Paris, Texas, in the approximate sum of Two Hundred Thousand and no/IOO Dollars ($200,000,00) for the construction of improvements on the leased premises. Lessor agrees that in the event Lessee obtains this lease, Lessor shall subordinate its landlord's lien so that Lessee may obtain said loan. EXECUTED this the 10th day of March, 1997. CITY OF PARIS By: Eric S, Clifford, Mayor -6- ATTEST: Mattie Cunningham, City Clerk APPROVED AS TO FORM: T. K. Haynes, City Attorney ATTEST: LESSOR RED RIVER VALLEY FAIR ASSOCIATION, INC. By: George Robinson, President David Hanson, Secretary LESSEE -7- STA TE OF TEXAS } COUNTY OF LAMAR } BEFORE ME, the undersigned authority, on this day personally appeared Eric S, Clifford, Mayor of the City of Paris, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same as the act of the said City of Paris, a municipal corporation, and that he executed the same as the act of such municipal corporation for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of March, 1997. Notary Public, State of Texas STATE OF TEXAS } COUNTY OF LAMAR } BEFORE ME, the undersigned authority, on this day personally appeared George Robinson, President of the Red River Valley Fair Association, Inc., known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same as the act of the said City of Paris, a municipal corporation, and that he executed the same as the act of such municipal corporation for the purposes and consideration therein expressed, and in the capacity therein stated, GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of March, 1997. Notary Public, State of Texas -8- EXHIBIT "A" All that ccrtain tract or parcel ofland SITUATED in Paris. Lamar County. Texas, and being more particularly described as follows: BEGINNING at the intersection of the North Boundary Line of Hickory Avenue with the West Boundary Line of Fitzhugh Avenue, also designated as 9th Street N,E. the same being the Southeast comer of a 12 acre tract of land sold to the Lamar County Fair Association by N, E, Clement Estate in 1936, described in deed recorded in Volume 245, Page 575. Lanlar County Deed Records: THENCE North 1501.5 feet to the Northeast comer of said 12 acre tract same being the South Boundary Line of Clement Road. said Clement Road being 60 feet in width: THENCE West a distance on 80 feet to the Northwest comer of said 12 acre tract. same being the Northeast comer ofa tract ofland purchased by the Lamar County Fair Association in 1916, dcscribed in deed recorded in Volume 160, Pagc 322. Lamar County Deed Records. continuing West in all a distance of 1710 feet to the Northwest comer of Block 31. Fairview Addition to the city of Paris. same being the East Boundary Line of3rd Street N.E.. same being the most Northerly Northwest eomer of a tract of land purchased from H. E, clement in 1921 out of the Fairview Addition and described in deed recorded in Volume 199. Page 311. Lamar County Deed Records: THENCE South a distance of 1356 feet to the East Boundary Line of3rd Street N,E.. to the North Boundary Line of Hickory Avenue: THENCE East with the North Boundary Line of Hickory A venue a distance of approximately 804,0 feet to the Southwest comer of the Emmett Reece Ball Field property THENCE North a distance of 600 feet THENCE East a distance of 600 feet: THENCE South a distance of 600 feet: THENCE East a distance of 300 feet to the PLACE OF BEGINNING, SAVE AND EXCEPT the following described tract of land: SITVA TED within the corporate limits of the City of Paris, Lamar County. Texas, and being a part of Block 256. as shown on the Tax Map of the City of Paris. and more fully described as follows: BEGINNING at a point in the center line of a drainage ditch, said ditch being located between Hickory Street and Clement Road. and the beginning point being West a distance of 260 feet from the Southwest comer of the intersection of Fitzhugh Avenue and Clement road (the Northeast comer of Block 256) and also being South 2 Degrees 00 Minutes East along the centerline of a drainage ditch. a distance of 460 feet to said POINT OF BEGINNING: THENCE North 88 Degrees 30 Minutes West a distance of 287 feet to a point: THENCE South I Degree 30 Minutes West a distance of84 feet to a point, THENCE North 88 Degrees 30 Minutes West a distance of 477 feet to a point same being in the East Margin of 6th Street N,E,: THENCE in a Southerly direction with the East Margin of 6th Street N, E.. a distance of 16 feet to a point: THENCE South 88 Degrees 30 Minutes East a distance of 477 feet to a point: THENCE South I Degrees 30 Minutes East a distance of 200 feet to a point: THENCE South 88 Degrees 30 Minutes East a distance of 297 feet to a point in the center line of a drainage ditch: THENCE North 2 Degrees 00 Minutes West with the center line of the drainage ditch a distance of 3 00 feet more or less to the PLACE OF BEGINNING. containing 2,19 acres of land. more or less, -9-