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08-D RRVFA Landlord's Consent Agr DRAFT f:attorney\reswork\current\RRVF A Landlord Consent Res RESOLUTION NO. September 4, 2007 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF A LANDLORD'S CONSENT AGREEMENT (A TTORNMENT) TO SUBORDINATE THE CITY'S LANDLORD LIEN ON THE FAIRGROUND PROPERTY FOR IMPROVEMENTS TO BE MADE BY THE RED RIVER VALLEY FAIR ASSOCIATION, INC.; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the Red River Valley Fair Association, Inc. has requested the City Council of the City of Paris to subordinate its landlord's lien on fairground property upon which the Red River Valley Fair Association, Inc. Has made improvements in accordance with their purposed capital projects list described more particularly in Exhibit "A" attached hereto and incorporated herein by reference; 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 making parking and building improvements on the property 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 "B", and the same should be approved; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the request by Red River Valley Fair Association, Inc. to the City of Paris to subordinate its landlord's lien is hereby approved, and the Mayor of the City of Paris 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 Federal Savings and Loan Association of Paris, Texas, upon the terms and conditions and in the form attached hereto as Exhibit "B". Section 3. That this resolution shall be effective from and after its date of passage. LANDLORD'S CONSENT AGREEMENT (ATTORNMENT) This agreement and consent is made effective the 10th day of September, 2007, 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 $125,000.00, 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 of this Agreement; and WHEREAS, Owner is willing to consent and agree to the terms hereof so that said loan may be made to Lessee. -1- EXHIBIT A. NOW THEREFORE, Owner agrees as follows: 1) Owner consents to the execution by Lessee of a deed of trust 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 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 remedy and to remedy the default or in which to have the Lessee remedy the defa u It. 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 -2- 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 of the 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. -3- 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 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. 2007-_, and the City of Paris is acting by and through its duly authorized Mayor, Jesse James Freelen, and attested by the City Clerk, Janice Ellis. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed effective the day and year first above written. CITY OF PARIS, PARIS, TEXAS Jesse James Freelen, Mayor ATTEST: Janice Ellis, City Clerk -4-