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05-F Lease Drug Task Force DRAFT F:ATTORNEY\RESWORK\CURRENT\ May 17, 2005 RESOLUTION NO. __________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF A LEASE AGREEMENT BETWEEN CJ REAL PROPERTY, INC. AND THE CITY OF PARIS, TEXAS, THE CITY OF SULPHUR SPRINGS, TEXAS, LAMAR COUNTY, TEXAS, HOPKINS COUNTY TEXAS, AND DELTA COUNTY, TEXAS ACTING IN CONSORT AS THE RED RIVER VALLEY DRUG TASK FORCE FOR OFFICE AND STORAGE SPACE FOR THE DRUG TASK FORCE; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Paris, Texas, the City of Sulphur Springs, Texas, Lamar County, Texas, Hopkins, Texas, and Delta County, Texas, by and through the use of Federal and State grant funds and their own matching cash shares, have cooperated to coordinate and increase efforts to prevent and control the production, transportation, and distribution of elicit drugs and drug associated materials by acting in consort as the Red River Valley Drug Task Force; and, WHEREAS, the aforesaid Drug Task Force utilizes not only said grant funds, but the shared manpower of each participating entity in said drug control efforts; and, WHEREAS, the aforesaid Drug Task Force needs a larger, more user friendly facility as a base of operation for its efforts; and, WHEREAS, CJ Real Property, Inc. has offered certain real property located in Delta County, Texas, for lease to the aforesaid Drug Task Force as the situs for the task force activities, and the task force desired to lease said property in accordance with the terms and provisions of a Lease Agreement negotiated between the parties; and, WHEREAS, the City of Paris, Texas, as a co-participant in the aforesaid Drug Task Force, desires to approve said Lease Agreement on its behalf, contingent upon all other participants in the NOW, THEREFORE, aforesaid task force similarly approving said Lease Agreement; BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, 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 Lease Agreement between CJ Real Property, Inc. and the City of Paris, Texas, the City of Sulphur Springs, Texas, Lamar County, Texas, Hopkins County Texas, and Delta County, Texas, acting in consort as the Red River Valley Drug Task Force, for office space and storage for the Drug Task Force, be, and the same is hereby, approved and the City Manager of the City of Paris is hereby authorized to execute and the City Clerk to attest to said Lease Agreement in the form attached hereto as Exhibit A. Section 3. That the approval of said Lease Agreement authorized herein shall be and is hereby conditioned upon a similar approval by the other governmental entities participating in said task force, without which the aforesaid approval by the City of Paris shall be null and void. Section 4. That this resolution shall be effective from and after its date of passage. PASSED AND APPROVED this 23rd day of May, 2005. ____________________________________ Curtis Fendley, Mayor ATTEST: ____________________________________ Janice Ellis, City Clerk APPROVED AS TO FORM: ____________________________________ Larry W. Schenk, City Attorney LEASE This Lease is made and entered into by and between CJ Real Property, Inc. referred to in this lease as “Lessor”, and the City of Paris, Texas; the City of Sulphur Springs, Texas; Lamar County, Texas; Hopkins County, Texas; and Delta County, Texas; by and through their respective representatives, acting in consort as the Red River Valley Drug Task Force, referred to in this lease as “Lessee”. In consideration of the mutual covenants and agreements set forth in this lease, and other good and valuable consideration, Lessor does hereby demise and lease to Lessee, and Lessee does hereby lease from Lessor, the premises situated in Delta County, Texas, and more particularly described on EXHIBIT “A” attached hereto and incorporated hereto by reference, (the “Premises”). Improvements consist of: One Metal Construction Commercial Building (the “Building”) consisting of approximately Ten Thousand Square Feet (10,000 Sq. Ft.). Front and rear overhead doors, (1) pit dock, heavy electrical supply. Office space of wood construction is within the interior of the metal building and is two stories. These premises are referred to in this lease as "the Premises" or "the leased Premises". Lessee acknowledges that (a) it has inspected and accepts the Premises, (b) the Building and improvements comprising the same are suitable for the purpose for which the Premises are leased, (c) the Premises are in good and satisfactory condition, and (d) representations as to the repair of the Premises, and promises to alter, remodel or improve the Premises have been made by Lessor as outlined in Paragraph “5” below. 1. The term of this Lease shall commence on the commencement date hereinafter set forth and shall end on the last day of the month Twelve (12) months after the commencement date, where the calendar month in which this Lease is executed shall be deemed to be the first month, subject to renewal and extension provided (a) Lessee is not in default at the time of exercise of the respective option, and (b) has not given notice of its intent to terminate this lease as provided herein. The renewal and extension term shall be upon the same terms and conditions of this Lease. The commencement date of this Lease shall be the 1st day of June, 2005 with the first payment due on June 1, 2005. The last day of the last month of this Lease (which is the expiration date of this Lease) is the 31st day of May, 2006,at which time the lease shall be automatically renewable for successive Twelve (12) month periods of time, beginning on June st 1 of each year and concluding on May 31 of the following year, subject to termination of this agreement by Lessee by providing thirty (30) days written notice to Lessor of Lessee’s intent to terminate. The terms and this agreement, unless earlier terminated as provided for herein, shall continue for successive Twelve (12) month periods of time not to exceed a total of One Hundred and Twenty (120) months. Lessor covenants and agrees and acknowledges that funds to pay for this Lease Agreement are derived solely and exclusively from a state and federal grant; that such funds are awarded on an annual basis to Lessee; that should such funds not be forthcoming, or the funds forthcoming are insufficient to defray the cost of the Lease or may not be spent on the Lease, or that one or more participants currently involved in the grant no longer participates in same, that funds will not be available for the continuation of this Lease Agreement, and in the event of any of these occurrences, or at Lessee’s discretion, Lessor agrees that this Lease may be terminated by Lessee following thirty (30) days notice of termination to Lessor, without recourse or right to further action of any kind by Lessor against Lessee, either individually or as an entity. This right of termination by Lessee shall be and is a material condition of this Lease Agreement, and no actions of Lessee shall be interpreted to act as a waiver or modification of this provision. Lessor further acknowledges that the aforesaid right of termination was extended to Lessee by Lessor as a material inducement by Lessor to cause Lessee to sign this Lease Agreement, without which Lessee would not have entered into this Agreement. If Lessee holds over and continues in possession of the leased premises after expiration of this lease or any extension of that term, other than as provided above, Lessee will be deemed to be occupying the premises on the basis of a month-to-month tenancy, subject to all of the terms and conditions of this lease. 2. Lessee agrees to pay Lessor the sum of Fifteen Hundred and no/100 Dollars ($1,500.00) per month starting on June 1, 2005, as a fixed rent for the succeeding month. The rent shall be payable on the same day of every month thereafter during the full term of this lease. At the end of the first Twenty-Four Months, Lessee has the right to retain this lease as written with the exception of the Monthly Lease Amount which shall increase by Two Percent (2%) ($________________per month); At the end of the second Twenty-Four Months, Lessee has the right to retain this lease as written with the exception of the Monthly Lease Amount which shall increase by an additional Two Percent (2%) ($__________________); At the end of the third Twenty-Four Months, Lessee has the right to retain this lease as written with the exception of the Monthly Lease Amount which shall increase by an additional Two Percent (2%) ($___________________); At the end of the fourth Twenty-Four Months, Lessee has the right to retain this lease as written with the exception of the Monthly Lease Amount which shall increase by an additional Two Percent (2%) ($_______________________). 3. Lessee shall operate the premises under the normal duties of the Red River Valley Drug Task Force Office and facility continuously during the term of this agreement and shall use the premises for no other purpose. Lessee shall not use, or permit the use of, the premises in any manner that results in waste of the premises or constitutes a nuisance. Nor shall Lessee use, or permit the use of, the premises for any illegal purposes. Lessee, at his expense, will comply, and will cause its officers, employees, agents, and invitees to comply, with all applicable laws and ordinances and with all applicable rules and regulations of governmental agencies, concerning the use of the premises. 4. Lessee shall pay all utility charges for water, sewer, electricity, heat, gas and telephone service used in and about the premises during the term of the lease, all such charges to be paid by Lessee directly to the utility company or municipality furnishing the same before the same shall become delinquent. Lessee shall turn on all utilities within seven (7) days after acceptance of this lease for the benefit of Lessor and Lessee to accomplish repair and clean up of the premises as outlined within this lease. Lessee shall pay for the removal of all garbage and rubbish, generated by Lessee, from the leased premises during the term of the lease. Lessee shall pay all deposits, fees, connection charges and other charges required by utility providers and providers of other services to the Premises. 5. Lessee shall, at Lessees’ own expense and risk, pay for any and all costs of alterations additions or improvements and maintain the leased premises, except as outlined below. Lessor shall not be liable for any damages to person or property resulting from Lessee's failure to make any repairs, alterations, remodeling or maintenance that may be set out herein. Except as outlined above, Lessor agrees to repair or replace the following: Clean or replace carpet in the lower office area where soiled; the cabinet in the break room; light switch and wall plugs (where missing or broken); leaks in the metal roof where the skylights are the problem with leaks, the skylights will be removed and replaced with metal; ceiling area damaged by water leak; air conditioning in both lower and upper floor; installation of a sump pump or drain line in the dock pit located on the north side of building; have entire building service by a licensed exterminator. Lessee shall be responsible for minor repairs to those items worn out due to Lessee’s use of the leased Premises in the normal course of business. Otherwise, Lessor does hereby covenant for himself, his heirs, his executors, administrators and assigns, that he will, at his own cost and expense, maintain and keep the demised premises, both inside and outside, in good and tenable condition and repair, during the entire term of this lease, including, but not limited to repairs to the roof, exterior structure, interior support structure, HVAC systems, electrical systems, plumbing systems, foundation, insect and termite infestation, hot water heater, and other similar repairs. Such repairs shall be made by Lessor in a timely fashion following written notice by Lessee notifying Lessor of the need for such repairs. To the extent provided herein, Lessee warrants that he will maintain the habitability of the premises and that failure to do so shall constitute a material breach of this Agreement. Lessee shall not make any alterations, additions, or improvements to the leased premises without the prior written consent of Lessor. Consent for nonstructural alterations, additions, or improvements shall not be unreasonably withheld by Lessor. All alterations, additions, or improvements made by Lessee shall become the property of Lessor at the termination of this lease. Lessor may, however, require that Lessee remove any or all alterations, additions, and improvements installed or made by Lessee, and any other property placed in the premises for Lessee, upon termination of the lease. In the event that Lessor requires Lessee to remove such alterations, additions, or improvements, Lessor shall repair any damage to the premises caused by such removal. 6. Lessee may erect signs on any portion of the leased premises including, but not limited to, the exterior walls of the premises, subject to applicable statutes, ordinances, and zoning restrictions. Lessee shall remove all signs at the termination of this lease and shall repair any damage including, but not limited to, closing any holes caused by such removal. 7. Lessee shall not by its own action cause any mechanic's lien or liens to be placed upon the leased premises or upon improvements on the premises Any amounts paid by Lessor to remove a mechanic's lien caused to be filed against the premises or against improvements on the premises by the direct actions of Lessee, including expenses and interest, shall be due from Lessee to Lessor and shall be repaid to Lessor immediately on rendition of written notice. Should Lessee in good faith believe that a mechanic’s lien filed against the leased premises because of the direct actions of Lessee is improper in any respect, Lessee may contest said lien, provided that the Lessee holds Lessor harmless because of such contest. In any event, Lessee shall not be responsible for any mechanic’s lien or liens placed on the leased premises or upon improvements on the premises placed on same by the Lessor or the Lessor’s agent(s) or representative(s). 8. To the extent permissible under the constitution and laws of the State of Texas, and only to such extent, Lessee agrees to indemnify and hold Lessor harmless against any and all claims, demands, damages, costs and expenses, including reasonable attorney's fees for the defense of such claims and demands, arising from the conduct or management of Lessee's business on the leased premises or from Lessee’s use of the leased premises, or from any breach on the part of Lessee of any conditions of this lease, or from any act or negligence of Lessee, his agents, contractors, employees, subtenants, concessionaires, or licensees in or about the leased premises. This provision shall not be construed to in any way waive, limit, or minimize Lessee’s right to limit or escape liability pursuant to the Texas Torts Claim Act, to claim the defense of Sovereign Immunity, or to invoke any and all other defenses, immunities, limitations of liability, or other rights, afforded or extended to Lessee, its agents, officers, employees, or other representatives, as governmental entities or otherwise, by the Constitution and laws of the United States and the State of Texas. 9. If the leased premises or any structures or improvements on the leased premises should be damaged or destroyed by fire, tornado, or other casualty, Lessee shall give immediate written notice of the damages or destruction to Lessor, including a description of the damage and, as far as known to Lessee, the cause of the damage. If the leased premises should be totally destroyed by fire, tornado, or other casualty not the fault of Lessee or any person in or about the leased premises with the consent of Lessee, or if it should be so damaged by such a cause that rebuilding or repairs cannot reasonably be completed within twenty (20) working days, this lease shall terminate, and rent shall be abated from the unexpired portion of this lease, effective as of the date of written notification as provided above. If partial destruction of the leased premises occurs in the final three (3) months of the lease term, Lessor need not rebuild or repair the premises. If Lessor elects not to rebuild or repair the premises, and the leased premises are untenantable in whole or in part following such damage, Lessee may elect to terminate the lease or to continue the lease and the rent payment continue as outlined above for the remainder of the lease period. 10. If during the term of this lease, all of the leased premises should be taken for any public or quasi-public use under any governmental law, ordinance, or regulation, or by right of eminent domain, or should be sold to the condemning authority under threat of condemnation, this lease shall terminate, and the rent shall be abated during the unexpired portion of this lease, effective as of the date of the taking of the premises by the condemning authority. 11. Subject to Lessee’s right to termination as otherwise provided herein, if Lessee shall allow the rent to be in arrears more than ten (10) days after written notice of such delinquency, or shall remain in default under any other condition of this lease for a period of ten (10) days after written notice from Lessor, Lessor may, without notice to Lessee, terminate this lease, or in the alternative, Lessor may reenter and take possession of the premises(not including those confidential materials maintained by Lessee in their duties as law enforcement officers) without being deemed guilty of any manner of trespass and relet the premises, or any part of the premises, for all or any part of the remainder of the lease term to a party satisfactory to Lessor, and at such monthly rental as Lessor may with reasonable diligence be able to secure. 12. Lessee may not sublet, assign, encumber, or otherwise transfer this lease or any right or interest in this Lease, or in the leased premises or the improvements on the leased premises, without the written consent of Lessor to any other Third Party. If Lessee sublets, assigns, encumbers, or otherwise transfers his rights or interests in this lease, or in the leased premises or the improvements on the leased premises, without the written consent of Lessor, Lessor may, at its option, declare this lease terminated. In the event Lessor consents in writing to an assignment, sublease, or other transfer of all or any of Lessee's rights under this lease, the assignee or sub-lessee must assume all of Lessee's obligations under this lease, and Lessee shall remain liable for every obligation under the lease. Lessor's consent under this section will not be arbitrarily or unreasonably withheld. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. //101 et. seq., (the “Bankruptcy Code”), any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Lessor, shall be and remain the exclusive property of Lessor and shall constitute property of Lessee or of the estate of Lessee within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Lessor’s property under the preceding sentence not paid or delivered to Lessor shall be held in trust for the benefit of Lessor and be promptly paid or delivered to Lessor. Any person or entity, to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Lessor an instrument confirming such assumption. Lessor may assign or transfer any or all of its interests under the terms of this lease; it being understood that Lessor may assign any or all or any part of their fee simple interest in the property to any person at any time, under any terms or conditions. Lessor shall notify Lessee in writing that the Lessor has assigned or transferred any or all of its interests under the terms of this lease or that Lessor has assigned any or all of its fee simple interests under this lease within ten (10) days of Lessor’s assignment or transfer. Provided, however, that such assignment shall not in any way release Lessor from full performance of Lessor’s obligations under this Lease. Upon receipt of such notice, Lessee may terminate this Lease following notice of such termination. 13. All notices required under this lease must be given by certified mail or registered mail, addressed to the proper party, at the following addresses: Lessor:CJ Real Property, Inc. PO Box 278, Muenster, Texas 76252; Lessee: Red River Valley Drug Task Force ________________________________ ___________________________________________________________________________ Either party may change the address to which notices are to be sent it by giving the other party notice of the new address in the manner provided in this section. 14. This agreement shall be binding upon, and inure to the benefit of, the parties to this lease and their respective heirs, executors, administrators, legal representatives, successors, and assigns when permitted by this agreement. This 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 are performable in Delta County, Texas. In case any one or more of the provisions contained in this agreement shall for any reason be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, then at the option of either party, this contract shall be at an end and the rights, duties, and responsibilities of the parties shall be as otherwise determined by law. This agreement constitutes the sole and only agreement of the parties to the agreement and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this agreement. No amendment, modification, or alteration of the terms of this agreement shall be binding unless it is in writing, dated subsequent to the date of this agreement, and duly executed by the parties to this agreement. The rights and remedies provided by this lease agreement are cumulative, and the use of any one right or remedy by either party shall not preclude or waive its rights to use any or all other remedies. These rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise. If, as a result of a breach of this agreement by either party, the other party employs an attorney or attorneys to enforce its rights under this lease, then the breaching party agrees to pay the other party the reasonable attorney's fees and costs incurred to enforce the lease. Neither Lessor nor Lessee shall be required to perform any term, condition, or covenant in this lease so long as performance is delayed or prevented by "force majeure", which shall mean acts of God, strikes, lockouts, material or labor restrictions by any governmental authority, civil riots, floods, and any other cause not reasonably within the control of Lessor or Lessee and which by the exercise of due diligence Lessor or Lessee is unable, wholly or in part, to prevent or overcome. Wherever in this agreement one party is obligated to obtain the consent of the other party, it is understood and agreed that such consent shall not be unreasonably withheld. Prior to the execution of this agreement, Lessor shall provide to Lessee written confirmation of Lessor’s legal authority to enter in to this agreement. Time is of the essence of this agreement. EXECUTED BY LESSEE, participants in the Red River Valley Task Force on the dates shown, effective the date of the last signature hereto. CITY OF PARIS, PARIS, TEXAS ______________________________ City Manager ATTEST: ____________________________ City Clerk APPROVED AS TO FORM: _____________________________ City Attorney CITY OF SULPHUR SPRINGS ______________________________ Mayor LAMAR COUNTY ______________________________ County Judge HOPKINS COUNTY ______________________________ County Judge DELTA COUNTY ______________________________ County Judge EXECUTED BY LESSOR, THIS _____ DAY OF ____________, 2005 CJ Real Property, Inc. ________________________________ Carmen Thacker, President Exhibit “A” Legal Description BEING situated in the Elender Spencer Survey, Abstract No. 307, Delta County, Texas and being all the land conveyed to Mobile Supply and Manufacturing Company by Delta County Industrial Foundation by deed recorded in Volume 169, Page 685, and being all of Lots 13 and 14 of the proposed Delta County Industrial Foundation Phase I Addition and being more particularly described as follows: BEGINNING at the Northeast corner of said Mobile Tract, said point lying in the South line of Farm - Market Road 64 and being West 328.25 feet and along said South line from the intersection of same with the Southerly prolongation of the West line of the John Turner Survey, Abstract No. 364; THENCE West along the South line of said Farm - Market Road a distance of 278.87 feet to an iron rod for corner and being the proposed East Line of Industrial Drive; THENCE South along said East line a distance of 312.4 feet to an iron rod for corner; THENCE East a distance of 278.87 feet to an iron rod for corner and being in the East line of said Mobile Tract; THENCE North along East line a distance of 312.4 feet to the place of Beginning and containing approximately 87,120 square feet or 2.0 acres of land.