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1997-111-RES WHEREAS, RED RIVER VALLEY FAIR ASSOCIATION HAS REQUESTED CITY COUNCIL . . . . RESOLUTION NO. 97-111 WHEREAS, the Red River Valley Fair Association, Inc. has requested the City Council of the City of Paris to subordinate its landlord's lien upon a 2.119 acre tract upon which a 70 foot by 125 foot Bingo Building with two Carports and a 300 foot by 66 foot Parking Lot is to be constructed upon fairground property heretofore leased to Red River Valley Fair Association, Inc., as authorized in Resolution No. 97-024 on March 10, 1997; and, WHEREAS, the City of Paris wishes to continue to encourage the Red River Valley Fair Association, Inc. to promote activities which are enjoyed by the citizens of Paris and Lamar County, and to improve the fairground property by construction of new buildings to accomplish said purpose and is, therefore, agreeable to subordinate its landlord lien, as requested, upon the terms and conditions described in the form of the Landlord's Consent Agreement (Attornment) attached hereto as Exhibit A; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, that the Mayor of the City of Paris, Eric S. Clifford, be, and he is hereby, authorized and directed to execute, on behalf of the City of Paris, the Landlord's Consent Agreement (Attornment) in favor of First F ederaJ Savings and Loan Association of Paris, Texas, upon the terms and conditions and in the form attached hereto as Exhibit A. PASSED AND ADOPTED this 8th day of September, 1997. EriO~~ ~ ATTEST: Mattie Cunningham, City Clerk LANDLORD'S CONSENT AGREEMENT (ATTORNMENT) This agreement and consent is made effective the 29th day of August, 1997, between the CITY OF PARIS, (herein called "Owner") a municipal corporation of Paris, Texas, whose address is P.O. Box 9037, Paris, Texas 75461, and FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PARIS (herein called "Mortgagee"), whose address is 630 Clarksville Street, Paris, Texas 75460 and THE RED RIVER VALLEY FAIR ASSOCIATION, INC., a Texas Corporation, whose address is P.O.Box 964, Paris, Texas 75461. WHEREAS, the Owner is the Lessor in one certain lease agreement, a copy of which is attached hereto and marked Exhibit A, and is the owner of the real property described therein; and WHEREAS, Red River Valley Fair Association, Inc. is the Lessee in said lease; and WHEREAS, Lessee has requested Mortgagee to make a loan to Lessee in the amount of $250,000.00, and take as security for its note (herein called "Note") a deed of trust lien on its leasehold interest in the real property described on said Exhibit B attached hereto; and WHEREAS, Mortgagee is willing to make said loan and take said security only in the event Owner will consent to the terms ofthis Agreement; and WHEREAS, Owner is willing to consent and agree to the terms hereof so that said loan may be made to Lessee. NOW THEREFORE, Owner agrees as follows: 1) Owner consents to the execution by Lessee ofa deed oftmst to secure the Note, giving to Mortgagee a lien upon the leasehold interest of Lessee in the property described on Exhibit B attached hereto, and consents to the terms thereof. Owner, Lessee and Mortgagee acknowledge that the property described on Exhibit B, is a part of and less than the whole of the property described in the lease attached hereto, but agree that the terms of the said deed of trust, the said lease, and this agreement shall extend to only that property described on Exhibit B attached hereto. Mortgagee shall have no rights under the deed of trust, this agreement or the lease as to any additional property other than the areas of the entire tract which are used for access for ingress, egress and utility purposes to , ~n.A " ,'1 the two tracts described on Exhibit B which Owner and Lessee agree Mortgagee, its assignee or the purchaser at a foreclosure sale may continue to use such access for the benefit of the property described on Exhibit B. 2) Owner covenants to give notice of any default by Lessee under the terms of the lease to Mortgagee and to give Mortgagee a reasonable time from the receipt of said notice in which to commence to remedy and to remedy the default or in which to have the Lessee remedy the default. 3) In the event the said deed of trust is foreclosed for any reason or in the event the Mortgagee takes conveyance or assignment of said leasehold estate in lieu of a foreclosure, Owner agrees to accept Mortgagee or the successful bidder at such foreclosure as the new Lessee upon said lease as to the property described on Exhibit B attached hereto and agrees that Mortgagee or such successful bidder will be substituted as Lessee automatically upon notice to Owner without the execution of any further instrument on the part of either party to this instrument other than a written notice by Mortgagee to Owner of the name of the person or entity succeeding to the lessee's leasehold interest. In the event Mortgagee, its assignee or a third person shall become the substituted Lessee under said lease, the consideration for the premises shall be 5% of its total gross receipts from the use ofthe portion of the leased premises used by such party expended as improvement to such leased premises. At the option of the new lessee, the consideration can be paid in cash to the Owner on an annual basis within 30 days of the end of each lease year. 4) In the event the Mortgagee is the entity succeeding to the Lessee's leasehold interest, Owner agrees to not unreasonably withhold its consent to the conveyance or assignment of such interest by Mortgagee to a third party providing that said third party shall execute in writing an agreement to be bound by all the terms of said lease agreement. 5) Mortgagee agrees that if it succeeds to the interest of the Lessee in said lease, it shall be bound to the Owner under all the terms of said lease agreement. Mortgagee agrees that any foreclosure of its deed of trust shall specify that the successful bidder shall be bound by all the terms of said lease agreement. 6) Mortgagee or its assigns shall not be liable to Owner for any act or omission of the Lessee or be subject to claim held by Owner against Lessee unless Mortgagee shall have been duly notified of such claim or liability by Owner prior to Mortgagee's succeeding to the Lessee interest in said " I lease. 7) Any notice or communication required or permitted hereunder shall be given in writing, sent by United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the parties as shown in the first paragraph of this agreement, or to such other address as hereafter shall be designated in writing by the applicable party to the other party herein. 8) This agreement is executed pursuant to a duly authorized resolution of the City of Paris, being Resolution No. 97-_, and the City of Paris is acting by and through its duly authorized Mayor, Eric S. Clifford, and attested by the City Clerk, Mattie Cunningham. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed effective the day and year first above written. Attest: Mattie Cunningham, Secretary CITY OF PARIS, PARIS, TEXAS By: Eric S. Clifford, Mayor FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PARIS By: Richard M. Amis , President Attest: Secretary THE RED RIVER VALLEY FAIR ASSOCIATION,INC. By: George Robinson, President II 'I '. . . ( '. LEASE AGREEMENT This is a Lease Agreement between the CITY OF PARIS, a municipal corporation, hereinafter refcn-ed to as LESSOR, and RED RIVER VALLEY FAIR ASSOCIATION , ::::: INC., a Texas corporation, hereinafter referred to as LESSEE, executed in duplicate on this I .' the 10th day of March, 1997, WITNESSETH: The leased premises consist's of the following described propcrty owned by Lessor in Paris, Lamar County, Texas: AIt that celiain tract or parcel of land as described in Exhibit nAn attached hereto and made a part hereof for all purposes. The telm of this lease shall be for thirty 30 years beginning on the 1st day of Aplil, 1997, and ending the 31st day of March, 2027. , .' The consideration for this lease and the use and occupancy by Lessee shalt be Lessee's agreement to perfonn all necess3lY 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 cxtent offive per cent (5%) of its annual gross receipts, Lessee hereby , agreeing to expend for such purposcs the sllln herein set out during each year of this agreement, the total amount to be expended by Lessee for such purposes during the telm of this lease to be not less than live per cent (5%) of its total gross receipts for the thirty (30) year peliod covered by this agreement; provided however, that in the event Lessee expends -1- , E.>~HJBIT A .f' ! . , " '..: I.. ,.... '''. j' I .[1'. :1, '[,II in cxcess of fivc pcrecnt (5%) of its gross reeeipts during any onc year hercof for such . purposes, sueh cxccss may be ercdited on thc total amount to bc cxpendcd by Lcsscc hc'rcundcr. The tcnl1 "gross receipts" shallmcan the total rcceipts of Lcssce from all sources by rcason of the usc ofthc rcnted prcmisc. TN CONSIDERA TfON HEREOF, it is mutually agreed by and bctwecn Lcssor and 4':' ;~ ,:.,.. , . Lessee: , I (I) That Lcssee shall during thc term of this Icasc, at its solc eost and cxpensc, make all necessary rcpairs to existing buildings and struetures on the leascd premises, as speedily as it can finanec samc, so that same will be safe and suitable for the purposcs for ".\ , , which thcy may bc uscd by Lesscc and will kccp and maintain same in good, safe and ", I sanitary condition. (2) That no substantial repairs or improvcments or changes in location will bc madc to any buildings, stnlctures or othcr things located thcrcon nor will any new structures be placed on any part of thc leased prcmiscs without thc prior approval of Lessor. . 1 (3) That Lessee shall pay to Lcssor the annual cost of insurance, to keep all buildings and othcr insurablc improvcments on the leased premises insurcd against loss by fire, lightcning, and all risks included in the tcrm "extended covcragc" to thc full cxtcnt of their insurable value as detennincd by Lessor. (4) That Lessee shall pay for all lights, clectricity, watcr and scwcr, gas, and all othcr utilities uscd on the Icascd prcmises. -2- I lil. ~ i'l (5) That all buildings, st11lctures, additions, fixtures and improvements made upon ~ or added to thc leascd premises or any part thercof shalt at oncc become the propcrty of thc Lessor and bc sUlTendered to'thc Lessor at the termination of this Icase. (6) That Lcssce shall deliver to Lessor annually its Federal Income Tax RellJll1 prcparcd by a Celiificd Public Aeeountant on or bcfore thc first day of May of each ycar, and ,;.,,, .;.,,, , . verified copy of any tax report made to the Slate of Texas. (7) That Lessec shall not sublct the rented premises or any part thereof for morc than three hundred sixty-five (365) days without the consent in writing of Lessor first had and obtained, which shall be indicated by thc signature of the City Manager. ,( , I (8) Lessee agrces to indemnify, save, kcep and hold and hannless Lessor from and against any and all dcmands, debts, liabilities, suits, claims and causes of action of evety kind and eharacter whatsoevcr for damagc or injuries to pcrsons and property oecun'ing on the leased premiscs rcsulting from Lessee's usc, Lcssce's sub-Icssee or any tcnant ofLcssec, and Lessor shall not be liablc to Lessee, ils employces, invitees, patrons, licensces or visitors due to the building or other structures thcreon being improperly constTueted or being or becoming out of repair, Lessee hercby waiving any dcfccts therein and agrecing to hold and save Lessor hannlcss /i'om all claims for any such damagcs or injuries, and Lessec shall and must at all times during the term of this agrccment, and any extcnsions thereof, kcep and maintain in fult force and effect a policy or policies of insurancc, providing at least $500,000.00 per pcrson and $500,000.00 for any single oeCUlTencc for bodily injury or death and $500,000.00 for any' single OeC\l1TCneC for lI1Jury to or desll1lction of property " -3- I 1\ . "\ 10,. ': ''.1\ . . indemnifying all persons for any and all damages, personal injuries or property damages sustained in or upon the premiscs of said leascd propcrly, or any part thcrcof, as the result of the ncgligencc of Lessce, its agcnts, servants, employees or sub-lessces and its agcnt, servants or employees, and shall pay all premiums due thercon whcn due. It is cxpressly provided that such insurance policy or policics shall and must bc written and issued by a . ;.. " ..,,- , . reputable insurance company or companics. subjcct to approval by the City Att011ley of the City of Paris, and Lessce or its insurance carrier or carriers shall delivcr a eopy of any such policies to the City Clerk of thc Cily of Pm'is, or fU11lish to said City Clerk a eumnt.lctter or certificate from such company or companics, cvidencing the fact that such insurance is in full force and cffcct at all times during this Icasc and any extcnsion thercof and specifically noting thereon that Lessor is an additional insured. All such policics shall bc written so that thc Lcssor will be notificd of canccllation or of any restrictivc amendmcnt of the policies at least sixty (60) days prior to thc effectivc datc of such eaneellation or amendment. Notice shall be by eertificd mail, retlllll rcccipt requcsted, addressed to thc Lessor at thc following address: City Clerk, City of Paris, P. O. Box 9037, Paris, Tcxas 75461-9037.. (9) That Lcssor shall not make or be liable for any repairs or improvcments of any kind on the leased premises during thc term of this lease. (10) That Lessee shall take good carc of the rented prcmises and all buildings and stmclures thercon and bc responsible to Lessor for any damagc or injurics hcrcto eauscd by Lessee or those under it. -'1- ~ " , ,I ,I " , '" I I .1 11 " 1 I 1\1 'i ,:1: " il~ (11) That Lessor shall eonform to and obscrve all sanit3lY rules, regulations and ~ laws of the Statc of Tcxas and ordinances of thc City of Paris applicablc to the lcased prcmises and not usc or pennit the samc to bc uscd for any unlawful or illegal purposc. (12) Should Lessce dcfault in, or fail or rcfusc to kcep any of thc covenants, conditions, stipulations or provisions thcrein contained, notiec thcreof shall be givcn to .. ~'" :....,.. Lessee by Lcssor, and in the evcnt such dcfault, failure or refusal has not bcen cOlTected or' perfollned within sixty (60) days from the date of such noticc, thcn this lcasc contract may bc tenninatcd at Lessor's option, and it shall bc lawful for Lcssor to rc-cntcr thc leascd prcmiscs and rcmovc all pcrsons, propcrty and cffccts thcrcfrom, all and cVCIY claim for .'\ , , damagcs for or by rcason of said re-cnlly being expressly waivcd. (13) All watcr and sanit3lY scwer pipe in, on or under the lcascd prcmiscs belonging to Icssor may be kcpt there if or until removed by Lessor. (14) Inthc evcnt Lesscc shall keep cach and evclY agrccmcnt containcd herein and do and perform all the obligations rcquircd of it hercunder during the tenn of this lcasc, an option is hcrcby given and grantcd to Lcsscc to rcncw and cxtcnd this 1casc for an additional pcriod of tcn (TO) ycars from and aftcr thc cxpiration of this agrccmcnt, which option may bc cxerciscd by Lcsscc giving noticc in writing of its intention to rcncw said lcasc nincty (90) days prior to thc expiration of thc prim3lY term of thc leasc. (15) Lcssor is given and grantcd thc right to placc stl'ccts or utilitics or drainagc appurtenanccs in, on or undcr any of the lcased property hercin. (16) That Lessor shall have the right and privilege of using any p0l1ion of the lcnscd -5- I ~i ' /1 ':'11 premiscs for functions sponsored by thc City of Paris or any department thereof, providcd such function has been approvcd by the City Council of thc City of Paris, all of which ~ functions shall be conductcd on a non-interrering basis with the annual Fair conducted by the Red River Valley Fair Association, Inc., or any other schedul~d activity of the Lcssee or plioI' sub-Ieasc rcntal agrecmcnts approvcd by thc City Manager of thc City of Paris betwcen ~:'. :.: the Lessee and any Sub-Lessee. In the cvent of any ofthe above eontingeneics, Lcssor shall give Lessee thirty (30) days notice in writing of its intention to so utilize any portion of the tract for thc above purposes. (17) That Lessor shall have the right and privilCge at its option to tcrminate this .,1 , , lease as to any part of the rea'lty not improved with buildings, including reasonable access and reasonable parking to include additional land ir necessary for such buildings, for only necessary municipal funetions. Lcssor aeknowledges that thc Lessee is cUl1'ently in the proccss of obtaining a loan from the First National Bank of Paris, Paris, Texas, in the approximatc sum of Two Hundrcd Thousand and no/1 00 Dollars ($200,000.00) for the construetion of improvemcnts on the leased premises. Lcssor agrces that in thc cvent Lcssce obtains this leasc, Lcssor shall subordinate its landlord's lien so that Lessce may obtain said loan. EXECUTED this the 10th day of March, 1997. CITYOFP/Z By "7 ~ -, Erie S. Clif I'd, ayOl -. -6- I ~I I :1 '\11 A TrEST: ~~~-.~\~~ Mattie Cunningham, CIty C er)( ~ :', ~: ~ T. K. Hayncs, City ttollley A TrEST: ~ . LESSOR "I , RED RIVER VALLEY FAIR ASSOCIATION, INC. By -~ ylL~ GCOl'gc Robinson, Prcsident LESSEE -7- I' I' . '1 .i',.. " "'II \'. , STATE OF TEXAS } of COUNTY OF LAMAR } nEFORE ME, thc undersigncd :luthorily, on this day personally appcarcd Eric S. Clifford, Mayor of thc City of Pnris, known to mc to be thc pcrson whose name is subscribed to the forcgoing instrument, and acknowlcdged to me thnt the snme as the act of the said City of Paris, n municipal corporation, nnd that hc cxccutcdthc samc as the act of such municipal corporation for the purposcs and consideration therein expressed, and in the ::: ~: capacity thcrcin stntcd. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the JDM.lday of March, 1997. RAj~lG ~ic{)lJu./') Notmy Public, Slate of Tcxas .,,1 , , STATE OF TEXAS } oooo~oooooooooooooooooooooooooo ~ :y'':'~'''' LISA FMRlS ~ ~ ~11l.Q; Notary Public. Stale 01 Texas 8 .~ ".' My Commission expires 09-20-19978 - 8 oooooo~oooooooooooooooo~oooooo COUNTY OF LAMAR } BEFORE ME, thc undersigned authority, on this day personally appeared George Robinson, President of thc Red Rivcr Vnlley Fnir Association, Inc., known to mc to be thc pcrson whose namc is subscribcd to the foregoing instrument, and acknowledged to me that thc same as the act of the said City of Paris, a municipal corporation, and that he exccuted the samc as the act of such munieipal eorporation for thc purposes and considcration therein cxpressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the J'3L1'-(lay of March, 1997. ~~u JrtMM Notmy Public, State of Texas 00000000000000000000000000000000 ~ "t:t'" LISA FMRlS ~ II ;.~: Notory Public. State of Texas 8 ~ ",,,"" My Commission Expires 09-20-19978 ooooooooooooooooooooooooooooooJ -8- ,. i' } \,1 ' .'1, "il~ ':', ';: . . ,EXHIllIT"A" All that certain tract or parcel of land SITUATED in Paris, Lamar County, Texas, and being more particularly dcscribed as follows: ~ BEGINNING at the intersection of the North Boundary Line of Hickory Avenue with the West Boundary Line of Fitzhugh Avcnuc. also designated as 9th Street N.E., the same b~ing thc Southeast comer ofa 12 aerc 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. Lamar County Deed Rccords: THENCE North 1501.5 fcet to thc Northeast corner of said 12 acre tract. same bcing the South Boundary Line of Clcment Road. said Clement Road being 60 feet in width: THENCE West a distance of 3RO feet to thc Northwcst corner of said J 2 acre tract. same being thc Northeast comer ofa tmct orland purchased by the Lamar County Fair Association in 1 I) 1 6. described in deed recorded in Volume 160, Page 322. Lamar COllnty Decd Rccords. continuing West in all a distance of 17 J 0 feet to the Northwest comer of I3Iock 31. Fairvicw Addition to thc city of Paris. same being the East Bouudary Line of3rd Strect N.R, same bcing the most Northcrly Northwest eOmcr of a tmet of land purchased from H. E. ,clement in 1921 out of the Fairview Addition ami describcd in dced rccordcd in Volume 199. Page 311, Lamar County Dccd Records: THENCE South a distance of 1356 fcet to thc East Boundary Line oOrd Street N.E.. to the North Boundary Line of Hickory Avcnue: THENCE East with thc North Boundary Line of Hickory Avenue a distance ofapproximatcly 804.0 feet to thc Southwest comer of thc Emmett Recce Ball Ficld property THENCE North a distance of 600 fcet: THENCE East a distauee of 600 fcet: THENCE South a distance of 600 fcct: THENCE East a distance of300 fcet to thc PLACE OF BEGINNING. ,I , , SA VE AND EXCEPT thc following described tract ofland: SITUATED within the corporate limits of thc 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 dminage ditch. said ditch bcing located between Hickory Street and Clcment Road. and the beginning point bcing West a distance of 260 fect from the Southwcst comer of the intersection of Fitzhugh Avenue and Clemcnt road (the Northeast comer of Block 256) and also being South 2 Dcgrccs 00 Minutcs East along the centerline ofa drainage ditch, a distance of 460 fcet to said POINT OF BEGINNING; THENCE North 88 Degrees 30 Minutcs West a distance of 287 feet to a point: THENCE South I Dcgree 30 Minutes West a distance of 811 feet to a point, THENCE North RR Degrees 30 Minutes Wcst 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 E:d Margin ofW, Strcet N.E.. a distancc of 16 feet to a point: THENCE South 88 Degrecs 30 Minutes East a distance of 477 feet to a point: THENCE South I Degrecs 30 Minutcs East. a distance of200 feet to a point: , THENCE South RR Degrccs 30 Minutes East a distance of297 feet to a point in thc center line ofa dminage ditch; THENCE North 2 Degrees 00 Minutes West with thc centcr linc of the drainage ditch a distauce of :I 00 feet more or less to the PLACE OF nEGINNING. containing 2.19 acres of land. more or lcss. -9- :111" ,:11 ",II .1.. '.';. 1,:: 1 " .: ; :' ;;:': ",I.: ,,'l '." ,> " '. '; ......... "':" t. " F'IELD NOTES :~;" ,;:' ':":,~ ';Ilualod wllhl,; Ih_ Corporat. Limit, pI Ihe cay of Pod.. County of Lomar. and Sial.. 01 Texan. ' a part of Ihe Reddin Russell Survey #706 and being a part of City Block 2~G and beino owned by' ':, ".' the City of Parle. Begintling at on Iron pin (s) for eornpr 01 Ihe Norlheast corn or of aold City Block 25G, <aid, point ',' beinO the Inleruellon of the Soulh Boundary Line of Clemonl Rood and lhe We,l Boundary line of ' ,.:':: " F'ltzhlJOh Ave. . Thence W..l OIMg the Soulh Boundary lir\D of sold Clemenl Road a di~tanc. 01 .'325.85 H. to On Iron pIn (e) for corner: . ~. ,'" Thone. Saulh 13 Deg. 58 min. :Hl SoIc. Ea"l olong a line 10 It. Easterly and parollel ...llh lhe Eos\': Boundary Linn of 0 eoncrelt dralnooo dilQh 0 distance of 33....311 ft. to on irorl pin (~) for corner; ,: Thence E:o~l 0 di,lance of 243.13 n. to on Iron pin (s) for corner; " Thunco Norlh 0 D~g. 20 Min. 22 Sec\' Ea'l along the Weel Boundary Line of ,old Flt1hvOh Ave. 0 distMce of 324.5 It to the place of beO nnin9 ond containing ,2.11 g ocru of IMd. 1,1 : ~ '. , .' " , 'j :-\ .., . .. "'1 ',\. , , ,"'" , J,M. Nelson. Registered ProfessloMI Lond Surveyor of Texos, #4025, cerllly thot the above depicted and descrIbed troct of lond was laken IrOm on actual Gurvey mode on the Qround and completed by ":Ie on lhe 10th day 01 March, 1997. '~i " .' , rl '. " ., ...::r.A'/. $- J,I..l, Nel.on, RPC.S 01 loxo.. 14025 j.,." ~.." dol. " " " ~ !. . " ',' , 1. li ., ':: r.: ! , , i.1 ',: "I' ,;' IlIxnInrT IInll .:11. II j',' I: . ]::1 !ih1f: 'I,\! . I. ~ I' .( f" , f ;.'" : ~-~ n....