2006-037-RES-Legion Airport Properties
RESOLUTION NO. 2006-037
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS,
PARIS, TEXAS, APPROVING THE ASSIGNMENT OF THE AMENDED
LEASE AGREEMENT FOR LEGION AIRPORT PROPERTIES WEST OF
NORTHWEST 19TH STREET, PARIS, TEXAS, DATED FEBRUARY 13,2006,
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 13th day of March, 2006.
ATTEST:
APPROVED AS TO FORM:
C / ~lr H .fi;;t}~Jc
, 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 13th day of March, 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
EXHIBIT A
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
John D. Lestock, Assistant City Attorney
AMENDED LEASE AGREEMENT
STATE OF TEXAS ~
. COUNTY OF LAMAR. ~
This amended lease agreement (the "Lease" or the "Agreem~lit") in duplicate made and
entered into by and between the CITY OF PARIS, a municipal corporation. hereinafter called Lessor
and COX SOUTHWEST HOLDING. 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'.'/s:
Beginning at a point in a fence line and an E. B. Lin~ of said Legion Airport
properties. which point is 1103 feet West and 960 feet South of the most Easterly S.
E. corner of said Legion Airport properties. said corner being on the \\'. B. Line of
19th N. W. Street; Thence South '.vith 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 reet.more or less. a pin: Thence N. 80 Deg. 25
Min. E. a distance 01'654 teet. more or less to the place of beginning. containing 9.1
acres. more or less.
2. The term of this Lease shall be for five (5) years. beginning on the 1 st day of October. 2005,
and ending on the 30th day of September. 20 10. automatically renewable thereafter on
October 1. the anniversal)' date thereof, for four (4) additional fire (5) year terms. ending
finally 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 1
EXHIBrT A
qescribed property and premises unto the said COX SOUTHWEST HOLDfNGS, 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 151
,
dayof October, 2029. Provided however, commencing on October 'I, 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 adjustment. the CPI base month used for calculating each adjustment 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. c1cl~lL1lt or delay.
5. Any buildings, installations or improvements ofany kind orcharacter 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 oflhc 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 thereofwithout first having had and obtained the appro\'[lI thereofby the Governing
Body of the City of Paris.
7. Except as otherwise provided herein, Lessee will not use or permit the use oran)' part of the
AIlH.'IHled Lease Agreement. Page '2
Amended Lease Agreement. Page 3
n;aintained 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 ternl 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 ofproperty,
,
indemni~'ing the Lessor, its ofticers, 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 \-\'hen 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 tirst giving the Lessor thirty (30) days notice in writing. and mllst
be writtt'n and issued by a reputable insurance company or companies, subject to approval
by the City Atlornl:} of the City of Paris. Lessee or its insurance carrit'r or carriers shall
deliver a copy of allY 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 durinQ this Lease and any extension
~ .
thereo f.
11. 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 Least' Agreement. Page 4
f-9r the collection of rentals 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 perfomlance 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 or'such holdover, and at
the rate specitied 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 ora l\~solution adopted by the City Council ol'the City of Paris in regular session convened
on the 24th day of October . 2005. and Cox Southwest 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 acknowledgments completed below.
CITY OF PARIS
By
Tony Williams. City Manager LESSOR
ATTEST:
Janice Ellis, City Clerk
Amended Lease Agreement - Page 5
APPROVED ASTO FORM:
,
John D. Lestock, Assistant City Attorney
COX SOUT:HWEST HOLDINGS, L.P.
By
. President
LESS E E
A TIEST:
, Secretary
THE ST ATE OF TEXAS ~
COUNTY OF LAMAR ~
BEFORE ME, the undersign~d authority. in and for said County. Texas. on this day personally
appear\?d Tony \\' ill iams, City Manager 0 f the City 0 f 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 Publk. Slate of Texas
STATE OF TEXAS S
COUNTY OF S~IlIH S
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 for~going 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 Agreemcnt - Pagc 6