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HomeMy WebLinkAboutResolution - 2017-R0414 - Commitment Agreement With Guadalupe-Parkway Neighborhood Centers - 11/02/2017Resolution No. 2017-RO414 Item No. 7.10 November 2, 2017 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Commitment Agreement by and between the City of Lubbock and Guadalupe -Parkway Neighborhood Centers, Inc. and related documents. Said Commitment Agreement is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on November 2, 2017 DANIEL M. POPE, MAYOR ATTEST: Rebe ca Garza, City Secreta APPROVED AS TO CONTENT: G Mark earwo d, Assis ant City Manager APPROVED AS TO FORM: 1&1(4- - Kelli Leisure, Assistant City Attorney RES.Commitment Agreement — Guadalupe Pkwy Center 10.24.17 Resolution No. 2017-RO414 COMMITMENT AGREEMENT This Commitment Agreement (the "Agreement") is made by and between the City of Lubbock, Texas (the "City"), a Texas home rule municipal corporation, and the Guadalupe -Parkway Neighborhood Centers, Inc. (the "Center"), a Texas nonprofit organization, acting by and through their respective and duly authorized officers and officials. RF,C'TTTAT.,S WHEREAS, the Center is a nonprofit organization founded for the purpose of addressing the needs of children living in the Guadalupe neighborhood, and has since served thousands of children and families to offer literacy training, language skills, and academic support among many other educational and support services; and WHEREAS, the Center owns and operates the Guadalupe Sommerville Center in Lubbock, Texas to provide these services; and WHEREAS, the Center is in a long-term lease with the City for the property on North Avenue N together with all appurtenances, fixtures, and improvements where the Guadalupe Sommerville Center is situated as depicted in "Exhibits A and B", and the Center cannot qualify for grants for ongoing property improvements unless the property is owned by the Center; and WHEREAS, the City Council of the City (the "City Council") hereby finds that the Center's eligibility for property -related grants in order to continue to meet the needs of the community would serve a public purpose; WHEREAS, Texas Local Government Code (the "Local Gov't Code") Section 253.011 allows a municipality to transfer real property to a non-profit organization for a public purpose; WHEREAS, the City desires to transfer the Property to the Center for the public purpose of the Center's ability to raise financial support for ongoing property improvements that will serve area children and their families; and NOW THEREFORE, THE PARTIES, FOR GOOD AND VALUABLE CONSIDERATION, AGREE AS FOLLOWS: AGREEMENT Section 1— Recitals and Exhibits The representations, covenants, and findings set forth in the recitals and exhibits of this Agreement are material to this Agreement and are hereby incorporated into and made a part of this Agreement. Section 2 — Contract Authority The Parties hereby warrant and represent that each has full lawful right, power, and authority to execute, deliver, and perform the terms and obligations of this Agreement. Accordingly, this Agreement constitutes a legal and binding obligation upon the Parties. Section 3 — The Property As more particularly depicted and described in "Exhibits A and B" attached hereto, the Property that is the subject of this Agreement is City -owned land. Section 4 — Public Purpose The Center hereby warrants and agrees that if the Property is transferred according to the terms contained in this Agreement, then the Property will be used solely for the public purpose of the ongoing operation of the Center for the benefit of the citizens of Lubbock. The Center hereby acknowledges that if at any time the Property is not used for the public purpose of the ongoing operation of the Center for the benefit of the citizens of Lubbock, except as may be otherwise provided in this Agreement, then the ownership of the Property will automatically revert to the City. Section 5 — Term Unless terminated earlier under any provision contained herein, this Agreement shall become effective on the day of its execution by both Parties and shall be effective through December 31, 2017 (the "Term"). The Term may be extended through an amendment to this Agreement as authorized by the City Council through a resolution. Section 6 — The Center's Responsibilities Upon the execution of this Agreement, the Center agrees to be bound by the following: A. Prior to the transfer of the Property that is the subject of this Agreement, and prior to the expiration of the Term, the Center shall conduct and pay for an official survey of the Property. B. Upon the transfer of the Property that is the subject of this Agreement, the Center agrees to pay for all closing costs, including, but not limited to, a title policy, if such a policy is required. C. The Center hereby represents that as of the date of execution of this Agreement it is a nonprofit organization as that term is defined in the Local Gov't Code Section 253.011(a). The Center further warrants that it will maintain its status as a nonprofit organization, as that term is defined in the Local Gov't Code Section 253.011(a), throughout its ownership and control of the Guadalupe Sommerville Center. D. The Center agrees that its business records, including any financial documents, shall be open for inspection at reasonable times upon the request of the City. E. The Center may terminate this Agreement with cause by providing written notice of such termination to the City at least thirty (30) days prior to the effective date of termination. Section 7 — The City's Responsibilities Upon the execution of this Agreement, the City agrees to be bound by the following: A. The City agrees to hold the Property for the public purpose of the Guadalupe Sommerville Center throughout the Term, by which time the Center shall have satisfied its applicable responsibilities under this Agreement. B. If the City determines that the Center has satisfied its applicable responsibilities under this Agreement prior to the expiration of the Term, then the City will notify the Center in writing of the City's intent to transfer the Property to the Center by a Deed Without Warranty in a form substantially similar to the draft Deed Without Warranty that attached to this Agreement as "Exhibit c." C. If the City determines that the Center has not satisfied all of its applicable responsibilities under this Agreement by the expiration of the Term, then the City shall provide written notification to the Center that this Agreement shall terminate, the City shall not transfer the Property to the Center, and the Property shall not be available to the Center. The termination described in this subsection shall become effective immediately upon the determination of the City and shall not require any additional act, writing, or ruling of the City. Section 8 — Service of Notice Any notice required by this Agreement shall be deemed to be properly served if deposited in the U.S. mail by certified letter, return receipt requested, addressed to the recipient at the recipient's address shown below, and subject to the right of either Party to designate a different address by notice given in the manner just described. For the City: City Manager W. Jarrett Atkinson City of Lubbock P.O. Box 2000 Lubbock, Texas 79457 (806) 775-2016 For the Center: CEO, Guadalupe -Parkway Neighborhood Centers, Inc. Adela Esqueda 123 North Avenue N Lubbock, Texas 79401 (806) 763-3963 The Parties acknowledge and affirm that no department of the City has the legal authority to enter into any contract of any type or nature in the name of the department or to accept any legal notice on behalf of the City. Section 9 — Venue and Applicable Law This Agreement is subject to all present and future valid laws, orders, rules, ordinances, and regulations of the United States of America, the State of Texas, the Parties, and any other regulatory body having jurisdiction over this Agreement. This Agreement shall be construed and governed according to the laws of the State of Texas. The sole venue for any action, controversy, dispute, or claim arising under this Agreement shall be in a court of appropriate jurisdiction in Lubbock County, Texas exclusively. Section 10 — Rights and Remedies Reserved Each Party reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, neither Party shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this Agreement, the former shall control. Section 11— Public Information This Agreement is public information. To the extent, if any, that any provision of this Agreement is in conflict with Tex. Gov't. Code Ann. Chapter 552 et sea., as amended, the same shall be of no force and effect. Section 12 — No Third -Party Beneficiaries This Agreement is entered solely by and between, and may be enforced only by and among, the Parties. Except as set forth above, this Agreement shall not be deemed to create any rights in or obligations to any third parties. Section 13 — No Personal Liability Nothing in this Agreement is construed as creating any personal liability on the part of any employee, officer or agent of any public body that may be a party to this Agreement. Section 14 — No Joint Enterprise This Agreement is not intended to, and shall not be construed to create any joint enterprise between or among the Parties. Section 15 — No Indemnification by City The Parties expressly acknowledge that the City's authority to indemnify and hold harmless any third party is governed by Article XI, Section 7 of the Texas Constitution, and any provision which purports to require indemnification by the City is invalid. Section 16 — Insurance Requirements The Center shall obtain and maintain all insurance coverage required by the City at all times while this Agreement is in effect. Section 17 — Sovereign Immunity Acknowledged and Retained THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT NO PROVISION OF THIS AGREEMENT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY ANY PARTY OF ANY IMMUNITIES FROM SUIT OR LIABILITY THAT A PARTY MAY HAVE BY OPERATION OF LAW. THE CITY RETAINS ALL GOVERNMENTAL IMMUNITIES. Section 18 — Authority to Amend This Agreement may be amended in writing by either Party, with such writing being subject to the approval of the City Council. The Parties execute and enter into this Agreement on November 2, 2017 SIGNATURES FOR THE CITY: FOR THE CENTER: DANIEL M. POPE, MAYOR ADELA ESQUEDA, CEO ATTEST: Re ecca Garza, City Secre ry APPROVED AS TO CONTENT: C�ry r:4 " Mark\Yea-rwcgd, Ass stant City Manager APPROVED AS TO FORM: elli Leisure, Assistant City Attorney EXHIBIT A v"tenM.V1W%'V�voV �14 US� _ fs �i F 5 4b f� is 13 4 2 a9 ,+1iillg 1�om, x:22ljj 1710.0 ` -— � ` rF� e ts SATES ST i F+N iy. 14 a 'hvµ• f}1aTx +�. fF' I3C f1�'. � !RS Yj ft 4:_ 9. Sa M1A' � _ ,. _ _ r`«.'?•i • rUfA4iwr61I`:.5 77 29 1 K sic 26 27 a Ell t�'. 2 C 7 F5 W tx ;r f7 3 14 {i zs � 1zroo x 2� r �n x F it 9 24 23 22 6 Q 1 r p 6 C4TJtOAL l: F ]l . ' - iz Q ! �iS1Y+7,J Lti`1.`i3i i� is 1.! �' % 1lV 9E i F7 14 27 R} 59 570 y Q. ry�E =e a F:S t3 wu aueu. la 19 =_� S 'ar `ts. — i 1L1 f ear5 17 1a se .s 165002 2 FIST ST 11 _- it .......1$'. "gT`J'—;.q— Z. 12660 au t l�10.005 4 Ale - h+MM�l F�1 x W Exhibit C — Draft Deed Without Warranty DEED WITHOUT WARRANTY DATE: GRANTOR: City of Lubbock, Texas GRANTOR'S MAILING ADDRESS P.O. Box 2000 Lubbock, TX 79457 GRANTEE: Guadalupe -Parkway Neighborhood Centers, Inc. GRANTEE'S MAILING ADDRESS 123 North Avenue N. Lubbock, TX 79401 CONSIDERATION: Grantor and Grantee expressly stipulate that Grantee shall utilize the Property solely in a manner that promotes a public purpose of the Grantor. Grantor and Grantee stipulate that the consideration of public purpose use by Grantee is the sole consideration to be received by Grantor for the conveyance of the Property by Grantor and that such consideration is sufficient in all respects. PROPERTY (INCLUDING ANY IMPROVEMENTS): The property that is the subject of this Deed Without Warranty is depicted and described in the attached "Exhibits A and B" (the "Property") The Property is conveyed to Grantee, and Grantee's successors and assigns for so long as the Property is used to promote a public purpose of the Grantor. If the Property ceases to be so used, all rights, title, and interest conveyed by this instrument shall automatically revert to and vest in Grantor, and Grantor's successors and assigns, without Deed Without Warranty Page 1 of the necessity of any further act on the part of or on behalf of the Grantor, it being the intent of Grantor to convey a fee simple determinable estate to the Grantee. For the purposes hereof, "public purpose" of the Grantor shall mean the Center's ability to raise financial support for ongoing property improvements that will serve area children and their families. Grantee warrants and represents that it is a non-profit organization, as that term is defined in the Texas Local Government Code Section 253.011(a). Grantee represents and warrants to Grantor that it has made an independent inspection and evaluation of the Property and the title to same and acknowledges that Grantor has made no statements or representations concerning the present or future value of the Property, the state of title of the Property, the condition, including the environmental condition of the Property, or the anticipated income, costs, or profits, if any, to be derived from the Property. FURTHER, GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO THE DESCRIPTION, TITLE, INCLUDING WITHOUT LIMITATION, THE EXISTENCE OF LIENS AGAINST THE PROPERTY, THE VALUE, QUALITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND/OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY AND/OR IMPROVEMENTS LOCATED THEREON, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, MERCHANTABILITY OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Grantee further acknowledges that, in accepting this Deed Without Warranty, it has relied solely upon its independent evaluation and examination of the Property, and public records relating to the Property and the independent estimates, computations, evaluations and studies based thereon. Grantor makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Grantee, if any, whether furnished by Grantor or any other third party. Grantor, its officers, employees, elected officials, independent contractors, and agents Deed Without Warranty Page 2 of 3 assume no liability for the accuracy, completeness or usefulness of any material furnished by Grantor, or any of its officers, employees, elected officials, independent contractors and/or agents, if any, and/or any other person or party. Reliance on any material so furnished shall not give rise to any cause, claim or action against Grantor, its officers, employees, elected officials, independent contractors and/or agents, and any such reliance shall be at Grantee's sole risk. THE CONVEYANCE OF THE PROPERTY SHALL BE ON A "WHERE IS", "AS IS", AND "WITH ALL FAULTS" BASIS, AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO TITLE, INCLUDING, BUT NOT LIMITED TO THE EXISTENCE OF LIENS AGAINST THE PROPERTY, THE DESCRIPTION, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND/OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY AND/OR IMPROVEMENTS LOCATED THEREON, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, QUALITY, VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY OR OTHERWISE. Grantee has satisfied itself as to the title, type, condition, quality and extent of the property and property interests which comprise the Property it is receiving pursuant to this Deed Without Warranty. Grantor, for the consideration and subject to the reservations and exceptions to conveyance, grants, sells, and conveys to Grantee the Property, to have and to hold it to Grantee and Grantee's successors and assigns forever, without warranty, express or implied, statutory or otherwise, and all warranties that might arise by common law and the warranties created by Section 5.023 of the Texas Property Code (and all amendments and successors thereto) are expressly excluded. Signature, Notary, and Exhibit Pages To Be Included On Official Copyl Deed Without Warranty Page 3 of 3