2011-061 RES APPROVING A NEW LEASE AGREEMENT BETWEEN COP AND TEXAS AND AGPRORESOLUTION N0. 2011-061
A RESOLUTI0111 OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS,
APPROVING A NEW LEASE AGREEMENT BETWEEN THE CITY OF PARIS,
TEXAS AND AGPRO, INC. FOR 400 ACRES OF LAND AT COX FIELD
AIRPORT IN THE CITY OF PARIS, LAMAR COUNTY TEXAS; AUTHORIZING
THE CITY MA111AGER TO NEGOTIATE AND EXECUTE ALL NECESSARY
DOCUMENTS; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO
THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Agpro, Inc. has leased 400 acres of land from the City at Cox Field
Airport for grazing, crop production and dairy research for the last thirty (30) years and
the last extension on the existing lease expires in August 2011; and
WHEREAS, Agpro, Inc. a Texas Corporation located at 859 Airport Road, Paris,
Texas, desires to enter into a new 20-year Lease Agreement with the City of Paris for the
400 acre tract at Cox Field Airport in the City of Paris, Lamar County Texas; and,
WHEREAS, the City Council of the City of Paris hereby finds that it is in the best
interest of the City of Paris and its citizens to enter into a new Lease Agreement and does
hereby authorize the City Manager to execute all documents necessary to effectuate the
Lease Agreement with Agpro, Inc., for the 400 acres of land identified in the Lease
Agreement attached hereto and incorporated herein as Exhibit "A"; and,
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS, THAT:
Section 1. The findings set out in the preamble to this resolution are hereby in
all things approved.
Section 2. The new Lease Agreement between the City of Paris and Agpro, Inc., a
copy of which is attached hereto as Exhibit "A," be, and the same is hereby approved.
Section 3. The Mayor and/or City Manager of the City of Paris be, and is hereby
authorized to execute said lease agreement and any and all other documents necessary to
effectuate the lease agreement.
Section 4. This resolution shall be effective immediately upon passage.
DULY PASSED AND APPROVED this 25th day of J~ly, 20 1.
,
A.1
ATTEST:
')iceEllis, City Clerk
APPROVED AS TO FORM:
W. Kent McII ar, City Attorney
LEASE AGREEMENT
STATE OF TEXAS §
§
COUNTY OF LAMAR §
This Lease Agreement is made and entered into by and between the City of Paris, Texas, a
home-rule municipal corporation (hereinafter "LESSOR") and AGPRO, Inc., a Texas Corporation
located at 859 Airport Road, Paris, Texas 75462, (hereinafter "LESSEE")
RECITALS
WHEREAS, LESSOR is the owner of'approximately 1537 acres of land in the southeast
quadrant of the City known as Cox Field Airport (hereinafter "Airport Property"); and
WHEREAS, LESSEE has leased a 400 acre tract out of the Airport Property from the City
of Paris for livestock grazing and dairy farm research facilities for the last 35 years; and
WHEREAS, The renewal options under the original lease agreement between LESSOR
and LESSEE have expired and the Parties mutually desire to enter into a new lease agreement.
NOW, THEREFORE, in consideration of the rents to be paid in accordance with this
agreement, the mutual promises contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged the LESSOR and LESSEE agree as
follows:
1. DEFINITIONS
Sec. I.I. Airport Pr•operry. Approximately 1537 acres located in the southeast quadrant of the
City of Paris, Lamar County, Texas which was conveyed to the City by the United States of
America following World War Il.
Sec. 1.2. LESSOR. The City of Paris, Texas a home-rule municipa] corporation and body
politic incorporated under the laws of the State of Texas.
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~~A,,
6,4
Sec. 1.3. LESSEE. AGPRO, Inc., A Texas Corporation located at 859 Airport Road, Paris,
Texas 75462, its officers, agents and employees.
Sec. 1.4. Pi-emises. Approximately 400 acres of land out of the Airport Property in the City of
Paris, Lamar County, Texas as further described and/or depicted in Exhibit "A" attached hereto
and incorporated herein by reference.
2. LEASE
Sec. 2.1. In consideration of the annual rental payment hereinafter provided in Section 4.1,
LESSOR does hereby agree to lease demise and let unto LESSEE the Premises described in
Exhibit "A" attached hereto for livestock grazing, hay bailing, and dairy farm research.
3. TERM
Sec. 3.1 The initial term of this Lease shall be for a period of twenty (20) years beginning on
August 8, 2011 and ending on August 7, 2031. Within six months prior to the expiration of the
initial term of this Lease, the parties to this agreement may mutually agree to renew and extend this
Lease for an addirional ten (10) year term.
4. RENT
Sec. 4.1 LESSEE agrees to pay LESSOR as rent for the premises described in this Lease
Agreement EIGHT THOUSAND AND NO/100 DOLLARS ($8,000.00) per year with the first
rental payment being due on or before August 15, 2011 and subsequent rental payments being due
and payable on the anniversary date of the lease agreement each year during the term of this
agreement or any extensions thereo£ Lease payments shall be made timely to the City of Paris
Finance Department, 135 St. SE; Paris, Texas 75460.
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5. TERMINATION FOR CONVENIENCE
Sec. 5.1. LESSOR may at its option tenninate this lease as to the entire Preinises, or any part
thereof, which may be necessary, in the event LESSOR desires to use the Premises, or any portion
thereof, for airport expansion, such as an extension of runways or taxiways or the development of
other airport facilities, or if the property shall be utilized for other industrial or commercial
development. In the event of either of the above contingencies the City shall give LESSEE ninety
(90) days notice in writing of its intention to terminate the Lease and to utilize the Premises, or any
portion thereof, for the above specified purposes. In the event LESSOR terminates the Lease
Agreement as to the entire Premises, the unearned portion of that year's rental payment shall be
refunded to LESSEE. Should Lessor terminate the Lease Agreement only as to a portion of the
Leased Premises, that year's annual rental shall be reduced on a pro rata basis at the rate of $20.00
per acre.
6. DEFAULTAND TERMINATION FOR CAUSE
Sec. 6.1. Should LESSEE fail to comply with any of the covenants, conditions, stipulations
and/or provisions of this Lease, LESSOR shall give LESSEE written notice of default and
LESSEE shall have thirty (30) days to correct the default or LESSOR may terminate this Lease
Agreement.
7. RESERVATION OF AIR SPACE
Sec. 71. The Grantor, its successors and assigns hereby reserves for the use and benefit of the
public, a right of flight for the passage of aircraft in the airspace above the surface of the Premises
herein described. This public right of flight shall include the right to cause in said airspace any
noise inherent in the operation of aircraft, now known or hereafter used for navigation or flight
through the said airspace or landing at, taking off from or operation on the Cox Field Airport.
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Sec.7.2. LESSEE expressly agrees for itself, its successors and assigns to prohibit the erection
of structures or allow the growth of natural objects that would constitute an obstruction to air
navigation, unless review by TxDOT and FAA determines an exception.
Sec. 7.3 The Grantee expressly agrees for itself, its successors and assigns to prevent any use of
or activity on the real property herein described that would interfere with or be a hazard to the
flight of aircraft over the land to and from the airport, operation of aircraft on the airport, or
interfere with air navigation communication facilities serving the airport.
8. OTHER TERMS AND COVENANTS
Sec. 8.1. This Lease Agreement is subject to all terms, provisions and conditions of the Deed of
Conveyance covering the Airport Property fi•om the United States of America to the City of Paris,
recorded in Book 308, Page 287, Deed Records of Lamar County, Texas, to which reference is
made for all purposes.
Sec. 8.2. LESSEE shall abide and comply with all rules, regulations, ordinances and laws
pertaining to the use of the airport property located at Cox Air Field, Paris, Texas, including but
not limited to the 2011 Cox Field Airport Master Plan, Federal Aviation Administration rules and
regulations and other applicable Federal, State and local laws and regulations.
Sec. 8.3 LESSEE may use the Premises for livestock grazing, cutting and bailing hay, and for
dairy farm research.
Sec. 8.4 LESSEE shall cut and bail hay from the Leased Premises a minimum of two times a
year, removing the cut hay from the Premises, and in the event LESSOR determines that it is
necessary or advisable to cut or mow the Premises more than twice a year, then LESSEE shall
promptly cut, mow and/or bail the Premises within TEN (10) days notice by LESSOR. All hay
cut and bailed on the Premises throughout the Lease term shall become the property of LESSEE.
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Sec. 8.5. LESSEE shall keep the Premises free of debris, trash and litter and LESSEE shall not
store equipment or construct or install barns, sheds or other structures within the runway protection
zones.
Sec. 8.6. If during the tenn of this Lease Agi-eement, LESSEE desires to build at its own expense
a barn, shed or other structure on the Premises, LESSEE must first file the requisite plats, plans or
diagrams for the proposed structure with LESSOR for review and/or approval by the Director of
Engineering, Planning and Community Development, the Airport Advisory Board, and by the
Paris City Council as required by City ordinance.
Sec. 8.7. LESSEE shall be responsible for maintaining, repairing and/or replacing all fences,
gates and other structures located on the Premises throughout the term of the Lease and any
extensions thereof.
Sec.8.8. Notwithstanding the preceding paragraph LESSOR shall be responsible for the
maintenance of an area 30 to 40 feet wide adjacent to all runways, taxiways and aprons on the
Airport Property.
Sec. 89 LESSEE will take good care of the Premises and be responsible and make good to
LESSOR for all injuries and damages to the same caused by LESSEE or those under it and will
return same to LESSOR at the expiration or termination of this Lease in as good condition as when
received, usual wear and tear alone excepted; and the LESSEE will at the termination or expiration
of this lease, peaceably yield up to LESSOR all and singular the Premises and all improvements,
additions or repairs to or upon same in good repair, including but not limited to structures,
equipinent and fences owned by the City of Paris and fences acquired or erected by LESSEE
during the Lease term.
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Sec. 810. All additions or improvements made to the said Premises by LESSEE, or at its instance
or request, shall at once become the property of LESSOR and shall be surrendered to LESSOR at
the terniination or expiration of this Lease; except that in those instances wherein it is specifically
provided for ownership to 1•emain with LESSEE.
Sec 8.11. LESSOR reserves the right of all concessions and the right to park aircraft along the
taxiways and runways on the Premises in the event of an air show or fly-in sponsored by the City
of Paris, the Lamar County Chaniber of Commerce, Paris Economic Development Corporation,
Visitors & Conventions Council or such other agency or affiliate of LESSOR.
Sec 8.12. LESSEE, its successors and/or assigns, agree that in the event facilities are constructed,
maintained or otherwise operated on the Premises for a purpose for which a Department of
Transportation program or activity is extended or for another purpose involving the provision of
similar services or benefits, that LESSEE shall maintain and operate such facilities and services in
compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations,
Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in
Federally assisted programs of the Department of Transportation-Effectuation of Title VI of the
Civil Rights Act of 1964, and as said Regulations may be amended.
Sec. 8.13. LESSEE, its successors or assigns, agrees that (1) no person on the grounds of race,
color, disability, gender or national origin shall be excluded from participation in, denied the
benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the
construction of any improvements on, over, or under such land and the furnishing of services
thereon, no person on the grounds of race, color, disability, gender, or national origin shall be
excluded from participation or denied the benefits of, or otherwise be subjected to discrimination,
(3) that LESSEE shall use the Premises in compliance with al] other requirements imposed by or
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pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A,
Office of the Secretary, Part 21, Nondiscrimination in Federally-assisted programs of the
Department of Transportation-Effectuation of Title V I of the Civil Rights Act of 1964, and as said
Regulations may be amended.
Sec. 8.14. Throughout the term of this Lease and any extensions thereof, LESSOR, its designated
agents or employees, may enter upon and into the Leased Premises and every part thereof for the
purpose of inspecting and examining the condition thereof.
Sec. 8.15. LESSEE shall not assign this Lease or sublet the Leased Premises or any part thereof
without first obtaining prior written consent from the City Manager of the City of Paris, Texas
authorized by lawful Resolution of the Paris City Council.
Sec.8.16. LESSEE agrees to release, defend, indemnify, and hold LESSOR, its selected officials,
officers and employees harmless from and against any and all demands, debts, liabilities, suits,
claims and causes of action of every kind and character whatsoever for damage or injuries to
persons and/or property occurring on the leased Premises resulting from LESSEE, its invitees,
agents, servants or employees' use, and LESSOR shall not be liable to LESSEE, its invitees,
agents servants, employees or visitors due to the improvements located thereon, or hereafter
constructed, or any other condition of the premises being improperly constructed, maintained or
being or becoming out of repair, LESSEE hereby waiving any defects in the Premises and agrees
to hold and save LESSOR harmless from all claims for any such damages or injuries, and LESSEE
must at all times during the term of this agreement, and any extensions thereof, keep and maintain
in full force and effect a policy or policies of insurance, providing at least $250,000.00 per
occurrence and $500,000.00 aggregate for any single occurrence of bodily injury or death and any
single occurrence for injury to or destruction of property, indemnifying LESSOR, it's elected
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officials, officers and employees for any and all damages, personal injuries or property damages
sustained in ar upon the Preinises, 01• any part thereof, as the result of the negligence of LESSEE,
its invitees, agents, servants or employees, and LESSEE shall pay all insurance premiums when
due. It is expressly provided that such insurance policy or policies shall and must be written and
insured by a reputable insurance company or companies, licensed to write insurance policies in the
State of Texas, and 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
certificate 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.
Sec. 8.17. Notice. Any written notice required or permitted under the terms of this Lease
Agreement shall be given and be deemed to have been duly served if either (1) delivered in person,
or (2) deposited certified mail, return receipt requested, postage prepaid in the United States mail,
addressed to the designated representative of the respective parties which are designated as
follows:
LESSOR:
City Manager
P.O. Box 9037
Paris, Texas 75461-9037
LESSEE:
AGPRO, INC.
859 Airport Road
Paris, Texas 75462
WITH A COPY TO:
City Attorney
City of Paris
P.O. Box 9037
Paris, TX 75461
Sec. 8.18. Sole Agreement. That this Lease constitutes the sole and only agreement of the
parties to this Lease and supersedes any prior understandings or written or oral agreements
between the parties respecting the subject matter of this Lease.
Sec. 8.19. Amendments. That no amendment, modification, or alteration of the terms of this
Lease shall be binding unless it is in writing, dated subsequent to the date of this Lease, and duly
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executed by the parties to this Lease.
Sec. 8.20. Noii-Waiver. No waiver of the either party's rights under this Lease shall be deemed
to have been made unless expressed in writing and signed by an authorized representative of that
Party.
Sec. 8.21. Goneri:ing Law. That this Lease Agreement shall be construed under, and in
accordance with, the laws of the State of Texas, and all obligations of the parties created by this
Lease Agreement are performable in Lamar County, Texas. Venue for State court actions arising
under this Agreement shall be exclusively in the courts of Lamar County, Texas; venue for federal
court actions arising under this Agreement shall be exclusively in the Federal courts for the Eastern
District of Texas.
Sec. 8.22. Successors. This Lease Agreement shall be binding upon the successors and assigns
of the parties hereto.
EXECUTED on the dates shown in acknowledgments below.
LESSOR~The Citx of Paris, Texas
By:
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent McIlyar, City Attorney
A.J.
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LESSEE:
ACKNOWLEDGEMENTS
STATE OF TEXAS §
§
COUNTY OF LAMAR §
AGPRO, INC., A TEXAS
CORPORATION
BY:
NAME:
TITLE:
BEFORE ME, the undersigned authority, on this day personally appeared A.J. Hashmi,
M.D., Mayor of the City of Paris, Texas, 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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
12011.
Notary Public, State of Texas
STATE OF TEXAS §
§
COUNTY OF LAMAR §
BEFORE ME, the undersigned authority, on this day personally appeared
known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that they executed the same for the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
2011.
Notary Public, State of Texas
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