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06-E Cox Cable Tower Lease Assignment DRAFT FA TTORNEY\RESWORK\CURRENT\ Tower Lease - Assignment - Cox to Cebridge Acquisition Res December 5, 2005 RESOLUTION NO. A RESOLUTION OF THE CITY OF P ARIS, PARIS, TEXAS, APPROVING THE ASSIGNMENT OF THE LEASE AGREEMENT FOR LEGION AIRPORT PROPERTIES WEST OF NORTHWEST 19TH STREET , PARIS, TEXAS, DATED OCTOBER 1,1980 BETWEEN THE CITY OF PARIS AND COX SOUTHWEST HOLDINGS, L.P.; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Paris did heretofore, on the 1 ST day of October, 1980, enter into a Lease Agreement with Cox Southwest Holdings, L.P, (formerly Midwest Video Corporation); and, WHEREAS, the City Council of the City of Paris did heretofore, on the 24th day of October, 2005, authorize the execution of a new Lease Agreement with Cox Southwest Holdings, L.P.; and, WHEREAS, the City Council of the City of Paris did heretofore, on the 13th day of February, 2006, approve and authorize the execution of an Amended Lease Agreement with Cox Southwest Holdings, L.P.; and, WHEREAS, Cox Southwest Holdings, L.P, is no longer desirous of continuing with said Lease Agreement and has requested the City Council of the City of Paris to approve the execution of an assignment of the Amended Lease Agreement to Cebridge Acquisition Co. L.L.C.; and, WHEREAS, the City Council desires to continue to lease this Legion Airport property west of Northwest 19th Street for the maintenance and operation of a community television antenna system; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS: Section 1. That the findings set out in the preamble of this resolution are hereby in all things approved. Section 2. That the assignment of the Lease Agreement from Cox Southwest Holdings, L.P. to Cebridge Acquisition Co. L.L.C. be, and the same is hereby, approved. Section 3. That 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 Assignment in the form of Exhibit A, attached hereto. Section 4. That this resolution shall be effective from and after the date of passage. PASSED AND APPROVED this 27th day of February, 2006. Curtis Fendley, Mayor ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: John D. Lestock, Assistant City Attorney ASSIGNMENT STATE OF TEXAS ~ KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LAMAR ~ THAT Cox Southwest Holdings, L.P., hereinafter called ASSIGNOR, for consideration of the assumption of the ASSIGNOR'S obligations under the assumed lease does hereby bargain, sell and assign to Cebridge Acquisition Co. L.L.c., hereinafter called ASSIGNEE, all my right, deed and interest in and to that certain lease between ASSIGNOR and the CITY OF PARIS, dated October 24, 2005 and amended February 13, 2006. ASSIGNEE will be responsible for all terms and conditions stated in said assumed lease attached hereto as Exhibit A. IN WITNESS WHEREOF this assignment is executed on the 27th day of February, 2006. COX SOUTHWEST HOLDINGS, L.P., ASSIGNOR By: Name: Title: Date: CEBRIDGE ACQUISITION CO. L.L.C., ASSIGNEE By: Name: Title: Date: The aforesaid assignment is approved and accepted by the City of Paris, Paris, Texas. CITY OF PARIS, PARIS, TEXAS Curtis Fendley, Mayor AMENDED LEASE AGREEMENT STATE OF TEXAS ~ COUNTY OF LAMAR ~ This amended lease agreement (the "Lease" or the "AgreemenC') in duplicate made and entered into by and between the CITY OF PARIS, a municipal corporation. hereinafter called Lessor and COX SOUTHWEST HOLDrNG, L.P" hereinafter called Lessee. WITNESSETH: 1. That the leased premises consist of the following described property of Lessor. located in Lamar County, Texas. being a part of what is commonly known as the Legion Airport properties located West of North West 19th Street in the City of Paris, Texas, and bounded as follo\vs: Beginning at a point in a fence line and an E. B. Line of said Legion Airport properties, which point is 1 103 feet West and 960 feet South of the most Easterly S. E. corner of said Legion Airport properties, said corner being on the W. B, Line of 19th N. W. Street; Thence South with said fence and boundary line 600 feet to a S. E. corner of said Airport property; Thence in a Westerly direction along a South Boundary Line of said Airport property, a distance of 670 feet, more or less, a pin in an ell corner of said Airport property; Thence North 9 Deg. 5 Min. West with an existing fence line a distance 01'600 feel. more or less. a pin; Thence N. 80 Deg. 25 Min. E. a distance 01'654 feel. more or less to the place of beginning, containing 9. I acres. more or less. J The term of this Lease shall be for five (5) years, beginning on the I st day of October, 2005, and ending on the 30th day of September. 20 10. automatically renewable thereafter on October L the anniversary date thereof, for four (4) additional five (5) year terms, ending tinally on the 30th day of September 2030: provided however, the City may terminate this Agreement prior to the automatic renewal of any annual term by giving written notice of termination to Lessee at least sixty (60) days in advance of the anniversary date thereof. 3. The initial annual rent due and payable to Lessor by Lessee. for the lease of the above Amended Lease Agreelllent - Page I EXHIBIT A described property and premises unto the said COX SOUTHWEST HOLDINGS, L.P.. for the term of years as stated herein, upon the terms and conditions herein specified, shall be Six Thousand Dollars ($6,000.00) annually, the first installment of Six Thousand Dollars ($6,000.00) having been paid in advance by said Lessee to Lessor. the receipt of which is hereby acknowledged, and a like installment shall be due and payable on the 15t day of October, 2006 and on the 151 day of October of each succeeding year to and including the 15t day of October, 2029. Provided however. commencing on October 1, 2006, and annually thereafter on each anniversal)' date of the Lease, the amount payable by the Lessor to the Lessee shall be adjusted to reflect changes in the Consumer Price Index (CPI-U ALL) for the Dallas/Ft. Worth Metroplex Region 6 Bureau of Labor Statistics for each contract year. For each year's adj ustment. the CPI base month used for calculating each adj ustment shall be March of said year. 4. Lessee shall pay to Lessor or order at the ortice of the City Clerk. in the City of Paris. Lamar County, Texas, the above described and mentioned annual payments when due strictly and promptly and without neglect. dcl~llllt or (klay. 5. Any buildings. installations or improvements ofany kind or character made and erected upon the leased property and premises by Lessee shall be and remain the property of Lessee. shall not attach to or become a part of the realty and may be by Lessee removed at any time prior to the expiration or other termination of the Lease. 6. Lessee shall not and may not assign this Lease or sublet the leased property and premises or any part thereof without first having had and obtained the appro\al thereofby the Governing Body of the City of Paris. 7. Except as othen-vise provided herein, Lessee will not use or permit the use of any part of the Amended Lease Agreement - Page 2 leased property and premises for any purpose whatever other than the use thereof as and incident to the maintenance and operation of a community television antenna system. 8. Lessee acknowledges that Lessor is a governmental entity, and the property the subject of this Lease is publicly owned property. As further consideration for the use of said property, Lessee agrees to cooperate fully during the term of this Lease, subject to reasonable financial, logistical, regulatory, and engineering considerations and limitations, with the efforts of Lessor and other entities to co-locate various antenna arrays or other communication equipment on existing communication towers, as provided in Section 28 of the Zoning Ordinance of the City of Paris, or other similar successor legislation, to minimize the proliferation of such towers within the City of Paris. Failure to comply with this provision shall constitute a material breach of this Agreement, subject to those remedies for breach as stated herein or as otherwise provided under state law. 9. Lessee shall at all times keep the leased property and premises reasonably clear of weeds, grass, and brush which might constitute a fire hazard and shall not at any time allow to exist any other condition which \vould produce a tire hazard at or upon any part or portion of such leased premises. 10. Lessee agrees to indemnify, save, keep and hold harmless Lessor, its ofticers, agents. and employees, from and against any and all demands, debts, liabilities, suits, claims and causes of action of every kind and character \vhatsoever for damage or injuries to persons and/or property occurring on the leased premises resulting from Lessee's, its members, invitees, agents, servants or employees' use, and Lessor shall not be liable to Lessee, its members, invitees, agents, servants, employees, licensees, visitors, or to other third parties, due to the building, to\ver, or any other condition of the premises being improperly constructed, Amended Lease Agreement - Page 3 maintained or being or becoming out of repair, Lessee hereby waiving any defects therein and agreeing to hold and save Lessor harmless from all claims for any such damages or injuries; Lessee must at all times during the tem1 of this Agreement, and any extensions thereot: keep and maintain in full force and effect a policy or policies of insurance, providing at least $250,000.00 per person and $500,000.00 for any single occurrence for bodily injury or death and $100,000.00 for any single occurrence for injury to or destruction of property, indemnifying the Lessor, its officers, agents, employees, and 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 members, invitees. agents, servants or employees, and shall pay all premiums due thereon when due. It is expressly provided that such insurance policy or policies shall name the Lessor as an additional insured and shall contain a clause that the insurer will not cancel or decrease the insurance coverage without first giving the Lessor thirty (30) days notice in \\:riting. 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. 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 certi ficate 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. 1 ] . Should Lessee at any time default in any of the covenants, conditions, provisions and stipulations herein contained, this Agreement may be terminated at Lessor's option and it shall be lawful for Lessor to re-enter the leased premises and remove all persons, property and effects therefrom without prejudice to any legal rights Lessor may have against Lessee Amended Lease Agreement - Page 4 for the collection ofrentals or otherwise, any and every claim for damages for or by reason of said re-entry being hereby expressly waived by Lessee. 12. A first lien is hereby expressly given and retained on all of Lessee's property and effects which may be located upon the leased premises to secure Lessor in the performance of this Lease Agreement by Lessee according to its face and tenor, effect and reading. 13. There shall be no hold over of such premises or any part thereof after the expiration of this Lease without the express written agreement of Lessor in advance of such holdover, and at the rate specified by Lessor. 14. It is specifically understood, agreed and stipulated that this Lease is made, executed and entered into by and between the parties hereto with the express purpose and intention that it shall be for the purpose of distribution of television signals to the residents of the City of Paris. IN WITNESS WHEREOF, the City of Paris, a municipal corporation. has caused these presents to be executed by its City Manager and attested by its City Clerk as evidenced by the authority ofa resolution adopted by the City Council of the City of Paris in regular session convened on the 24th day of October, 2005, and Cox South\\est Holdings L.P., a corporation. has duly caused these presents to be executed by its President. duly authorized hereunto, and attested by its Secretary, on the date shown in the ackno\vledgments completed below. CITY OF PARIS By Tony Williams. City Manager LESSOR ATTEST: Janice Ellis, City Clerk Amended Lease Agreement - Page 5 '-T APPROVED AS TO FORM: John D. Lestock, Assistant City Attorney COX SOUTHWEST HOLDINGS, L.P. By , President LESSEE ATTEST: , Secretary THE STATE OF TEXAS ~ ~ COUNTY OF LAMAR BEFORE ME, the undersigned authority, in and for said County. Texas. on this day personally appeared Tony Williams, City Manager 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 he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _ day of February, 2006. Notary Public. State ofTcxas STATE OF TEXAS ~ COUNTY OF SMITH ~ BEFORE ME, the undersigned authority, on this day personally appeared President of Cox Southwest Holdings. L.P.. known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _day of 2006. Notary Public. Smith County, Texas Amended Lease Agreement - Page 6