HomeMy WebLinkAboutResolution No. 00-28 ORI$1NAL
CITY OF THE COLONY, TEXAS
RESOI UTION NO.
A RESOLUTION OF THE CITY OF THE COLONY, TEXAS,
AUTHORIZING THE MAYOR TO EXECUTE A SECURITY AGREEMENT
AND ASSIGNMENT BY AND AMONG THE CITY OF THE COLONY,
AMRESCO INDEPENDENT FUNDING, INC., AND BLUE SKY SPORTS
CENTER, L.P.; AND PROVIDING AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF THE COLONY, TEXAS:
Section 1. That the Mayor o£the City o£The Colony is hereby authorized to execute a
Security Agreement and Assignment by and among the City of The Colony, AMRESCO
Independent Funding, Inc. and Blue Sky Sports Center, L.P.
Section 2. That a true and correct copy of the Security Agreement and Assignment is
attached hereto as Exhibit "A" and incorporated herein.
Section 3. That this resolution shall take effect immediately from and after its passage.
PASSED AND APPROVED by the City Council o£the City of The Colony, Texas this 31st
day of July, 2000.
AP2OVED:
ATTEST: -' ' . Manning, Mayor
~vl'i~i~)e~'~t~ ~/R~u~h-ann- D ~'~ty Secr&tary
APPROVED AS TO FORM:
City Atto~0ey/JEity ~)f The Co~)ny
SECURITY AGREEMENT & ASSIGNMENT OF
REAL ESTATE LEASE ~ THE EVENT OF DEFAULT
TI-IIS SECURJTY AGREEMENT & ASSIGNMENT OF REAL ESTATE LF_.ASE IN
THE EVENT OF DEFAULT is made and entered into this~ day of.luly, 2000, by and
among BLUE SKY SPORTS CENTER, LP, (Subl~see-hereinafter called "Borrower"), THE
CITY OF TI'tE COLONY, TEXAS (herdnafier called "Sublessor") and AMRESCO
INDEPENDENCE FUNDING, INC. (h~reinafter called "Lender");
WITNESSE'TH:
WHEREAS, for purposes ofthls Assignment, Lessor shall refer to THE UN1TED
STATES OF AMERICA;
WHEREAS, pursuant to a certain lea.se (the "Primary Lease"), Sublessor has heretofore
leased fi'om Lessor a certain tract of land owned by l. essor and more particularly described on
~ attached hereto, (together with all attachments and improvements currently locateat
thereon or subsequently added thereto by Sublessor or Sublessee, the "Leased Premis~''); and
WHEREAS, pursuam to that certain Ground Lease Agreement dated January 3, 2000
(togefl~er with all subsequent amendments thereto, the "Sublease") Borrower has heretofore
leased from Sublessor the Leased Premises; and
WHEREAS, Lender ha~ agreed to lend to Borrower the sum of ONE MILLION THREE
HUNDRED EIGHTY THOUSAND AND NO/100 DOLLARS ($1,380,000.00) (hereinafter
called the "Loan") to be secureg by Borrower's leasehold interest in the Leased Premises, which
sh~ll be used by Borrower as recreational facililies; and
WHEREAS, such Loan is for thc mutual benefit &Borrower and Sublcssor as the funds
advanced are to be used for the benefit of the business conducted on said Leased P~emise~;
NOW THEREFOR.E, for and in consideration of the mutual sgreements and covenar, ts
hereh~ contained, and of disbursc, ment of said Loan or any pa~ thereof, IT IS MUTUALLY
AGREED BY AND BETWEEN ALL PARTIES HERETO, as follows:
1. That only upon the event of default of Borrower pursuant to the terms of the Loan,
Borrower, with the consent of Sublcssor, hereby ASSIGNS, TRANSFERS and CONVEYS unto
Lender, with right of rea&signmem, the Suble. ase. TO HAVE AND TO HOLD the same for and
during the r~maind~r of the term mentioaed in the Sublease (including all renewals and
extensions of said term) and upon the lerms and conditions of the Sublease;
,~. That Subl~sor covenants that, in consideration of Lender n~xking said Loan to
Borrower, Sublessor (a) will give written notice to Lender at 700 North Pearl, Suite 1900, LB
P-~&L E.S'Ta'rn L~l~ ~N ~-~ EVENT O1: D~.F^UL'r P,:C~: z
359, Dallas, Texas 75201. Arm: Mr. Charles P. Bell, Jr. of any default of Borrower under said
Sublease; (b) will not terminate said Subleas~ for a~y such default mdess the Lender fails to cure
such d-~fauit within thirty (30) days afro' Lender has received written notice of such default;
agrees nod acknowledges that, so long as Lender has not entered into possession of the Le,~scd
Premises for thc pttrpos~ of operating thc said business, Lender shall not bc liable for any rent or
any other obligation of the Borrower pursuant to, or in connection with said Sublease; and
Borrower sludl remain liable for all such rents and obliga6ons; and Cd) agrees ired acknowledges
that, ha thc cvcnt that Lender forecloses on Borrower's interest in the Lease Premises, Lender
shall have the right, within sixty (60) days after such foreclosure ifno defaults of the Borrower's
obligations under the Subteasc are then continuing, to loc, ate and present to Sublessor tbr its
consent, which shall not be urtreasomtbly withheld, a third party to assume Borrower's
obligations under the Sublease and to operate and manage thc recreational facilities located on
the Leased Premises. In no event shall Lender or any third party have thc right to interfere with
the operations or lawful conduct of any sublessee of Borrower.
SUBLESSOR further ACICNOWLEDGES AND AGREES, to the best of 5ublessor's
tmowledge, information and belief, as
(a) That, as oft he date of this Agreement, Borrower is not in default under any terms of thc
Sublea~;
(b) That in the event of any default under the terms of said Sublease, Sublessor will not
termixxate the Sublease or take any action to erttbrce any claims with respect thereto
without giving to the Lender prior written notice and the right to cure such de'fisult within
the periods described above;
(c) That Sublessor subordinates its landlord liens in and to any and all personal property of
whatever kind or nature located on the Leased Premises to all liens of Landor securing the
Loan, until payment in full of the Loan or Lender's taking of possession of the Leased
Premises, whichever occurs first;
(d) TImt Sublcssor certifies that it has full power and authority to execute this instrument, mid
has title to tltc Leased Premises or such property rights therein as to ma. kc effective the
vesting in Borrower of tights with respect thereto in accordance with the terms of the
Sublease and this instrument;
(e) That the proper representative ofthe United States ot'Amexica has ratified the Sublease.
Sublessor, Borrower and Lender atirec that the Lease may not be recotdexl in its entirety', but a
mutually agreed upon memorandum of the Lease may be recorded by the Parties;
IT IS MUTUALLY AGREED BY AND BETWEF..N ALL THE PARTIES HERETO that this
Security Agreement & A~ignment of Real Estate Lease in the Event of'Default may be executed
S£CURITY AGREF~MEIqT & ASSIGNMENT OF
ILEAL ESTATE LE. ASE IN Tl-[£ EVENT OF DEF.A. UL'I' P^G:. 2
in multiple eotmterparts, each of which shall have the same force a~d effect as an original, and
one shall be attached to and become part of the Sublease; and that the terms used to desigvatle any
of thc parties herein shall be deemed to include the heirs, representatives, successors and assigns
of such parries.
TO ALL OF WHICH WE MUTUALLY AGREE on the date above first written.
SUBLESSOR:
~0ITY OF T~ COLONY, TEXAS
Title:. t'l~l.t f,6 J. J
LENDER:
AMRESCO INDEPENDENCE FUNDING, INC.
By:
Name:
Title_
BORROWER:
BLUE SKY SPORTS CENTER, LP
By:
Name:
Title:
S~tdURI'rY AGR.~MtiNT & ASSICslMIMENq' OF
KEA~ ESTATii LF. dI. SE Ilq Till:, EVI:JqT OF D£FAULT PAGE
STATE OF TF~id~S §
COUNTY OF DENTON §
,.~. l' .The foregoing instrument was ac 'knowlodged before me this ~__L~day of July, 2000, by
~/t'~,,~ (/). [/~(n~oi ~E holding the position of /,,"/,(,~'.~ad-- ofthe
City of Th~ Colony, Texas,
Q4'Otary Public, S~ate~of' -
STATE OF TEXAS §
COUNTY OF DENTON §
'l~e tbregoing instrument was acknowledged before me this ~ day of July, 2000, by
Peter Brody, President of Blue Sky Sports Center Holding, Inc., General Partner of Blue Sky
Sports Center, LP, a 're.ms Limited Partnership.
Notary Public, State of Texa~
STATE OF TEXAS §
COUNTY OF §
The foregoing instrument was acknowledged before mc this ~ day of July, 2000, by
holding the position of of
AMRESCO Independen~ Funding, Inc., a Delaware corpor$Iion, on belmlfof said corporation.
Notary Public, State of Texas
$£CURITY AdlgEEMENT & ^SSKaqM.'iNT OF
KEAI, P2,'I'ATE LEASE IN THE llV'g-NT OF DEFAULT I'AG£ ~1