Loading...
HomeMy WebLinkAboutResolution - 2004-R0009 - Agreement With Voicestream Wireless Corporation To Lease Property - 01_08_2004RESOLUTION Resolution No. 2004-R0009 January 8, 2004 Item No. 24 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock an Agreement between the City of Lubbock and Voicestream Wireless Corporation of Lubbock, Texas to lease City property located at the intersection of 35th and A venue W, and any other related documents. Said Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 8th ATTEST: arza,1ty 1;ecretary ~ APPROVED AS TO CONTENT: ~~ Managing Director Water Utilities APPROVED AS TO FORM: as/cityatt/John/Resolutionslteleconunw1ications Res December 23, 2003 January MARC STATE OF TEXAS § COUNTY OF LUBBOCK § Resolution No. 2004-R0009 January 8, 2004 Item No. 24 KNOW ALL MEN BY THESE PRESENTS: LEASE AGREEMENT THIS AGREEMENT entered into by the City of Lubbock (referred to herein as City), a Home Rule Municipality of Lubbock County, Texas, and VoiceStream GSM I Operating Company, LLC (referred to herein as Lessee). WITNESSETH: WHEREAS, City owns, controls and operates one (1) parcel of land (hereinafter referred to as the "Land") and owns and operates a water tower (hereinafter referred to as the "Tower") situated thereon and located at 2215 35th Street in the City of Lubbock, County of Lubbock, State of Texas, (hereinafter the Tower and Land are collectively referred to as the "Property"); and WHEREAS, Lessee desires to lease the said Property for the purpose of providing telecommunication services within the City of Lubbock, Texas. NOW THEREFORE, for and in consideration of the mutual promises, covenants, terms and conditions, both general and special, as hereinafter set forth, City hereby grants to Lessee the rights and privileges hereinafter described; Lessee agrees to accept the duties, responsibilities and obligations as hereinafter set forth; and the parties hereto, for themselves, their successors and assigns, agree as follows: ARTICLE ONE LEASE OF DESCRIBED PREMISES City,_ upon mutual execution of this agreement, does lease and demise to Lessee, upon the terms and conditions contained herein, the following real property and space on the Tower, as 1 VoiceStream Lease Agreement City of Lubbock/35th & W described and depicted on Exhibit A attached hereto ("Premises") and located at 2215 35th Street, Lubbock, Texas. ARTICLE TWO TERM The term of this lease shall be for ten (10) years and shall begin on the gth day of January, 2004, and terminate on the gth day of January, 2014. Upon written application of Lessee, delivered to the office of City Manager of the City prior to the expiration of the initial term of this lease, the City of Lubbock may extend this lease for two (2) additional periods of five (5) years upon the same terms and conditions contained herein, provided, however, that the annual rent shall increase annually on the anniversary date of this agreement by 1.5 percent. Any extension of this lease granted pursuant to this Article shall be in writing and signed by the Lessee and the City of Lubbock. Said approval of such extension shall not be unreasonable withheld, delayed or conditioned. ARTICLE THREE USE OF PROPERTY The Lessee is granted for the stated term and for no other purpose a non-exclusive privilege of installing, maintaining, repairing, replacing, removing and operating radio and related communications facilities, including utility lines, transmission lines, and equipment shelter or cabinet, electronic equipment, radio transmitting and receiving antennas and supporting structures in connection with the provision of telecommunications services (hereinafter collectively referred to as "Lessee Facilities"). 2 VoiceStream Lease Agreement City of Lubbock/35th & W ARTICLE FOUR RENTALS, RECORDS, AUDIT AND PLACE OF PAYMENT A. RENTAL The Lessee shall pay to the City as rental the total of Fourteen Thousand Four Hundred Dollars ($14,400.00) for the first year of this Agreement that Lessee conducts business operations on the Property. The said rental is payable in the amount of One Thousand Two Hundred Dollars ($1,200.00) for each month during the first year of said term thereof. Thereafter the monthly rent will be increase as specified in Article Two of this Lease. B. PAYMENT All payments that become due and payable by the Lessee under this Agreement shall be made to the City at the Office of the Managing Director Public Works, Lubbock, Texas. Lessee shall pay City a late payment charge of five percent (5%) of the total amount of rentals payable if payment of such rentals is not made when due. A. CLEAR TITLE ARTICLE FIVE OBLIGATIONS OF THE CITY The City covenants and agrees that upon execution of this lease City is well seized of the leased Property and has good title, free and clear of all liens and encumbrances having priority over this Lease; and that the City has full right and authority to lease the Property described in this agreement. 3 VoiceStream Lease Agreement City of Lubbock/35th & W B. CONDITIONS AND MAINTENANCE OF PROPERTY The City shall assume responsibility for the condition of the leased Property and shall assume responsibility for maintenance, upkeep or repairs necessary to keep the Property in a safe and serviceable condition. ARTICLE SIX OBLIGATION OF LESSEE A. LESSEE'S AUTHORITY City warrants that it has full authority to enter into and perform this Agreement. B. NET LEASE This lease shall be without cost to the City for the installation, maintenance and removal of Lessee's Facilities. It shall be the sole responsibility of the Lessee to keep, maintain, repair and operate the entirety of the demised Lessee Equipment, and all improvements and facilities placed on the leased premises shall be at Lessee's sole cost and expense. C. MAINTENANCE The Lessee shall, at its own expense, provide maintenance for all its Lessee Facilities. D. PROPERTY PERMANENTLY AFFIXED TO PROPERTY Any property belonging to Lessee which becomes permanently attached to the leased premises shall become the property of the City upon termination of this agreement, whether upon expiration of the initial term, any extension thereof, or earlier under any provision of this lease. E. UTILITIES Lessee shall draw electricity by submeter and other utilities from the existing utilities on the Property or obtain, at its sole cost and expense, separate utility service from any utility 4 VoiceStream Lease Agreement City of Lubbock/35th & W I : company that will provide service to the Property. Any easement necessary for such power or other utilities will be at a location acceptable to City and the servicing utility company. Lessee shall have the right to install an emergency gasoline, butane, diesel or other fuel-powered generator(s) on the Property, at Lessee's sole costs and expense, and Lessee covenants that such installation and use shall be in compliance with any applicable federal, state or local environmental, health, fire, community awareness, safety laws or other applicable laws or regulations, now or hereafter enacted or promulgated by any governmental authority or court ruling having jurisdiction over the Property, including, without limitation, any applicable guidelines promulgated by the Environmental Protection Agency, and Lessee agrees that it will reimburse City for any increase in City's insurance premiums directly attributable to any such installation or use by Lessee. The Lessee shall assume and pay for all costs or charges for metered utility services provided to Lessee during the initial term hereof, and any subsequent extension. Following the initial installation of the Lessee Facilities, except normal maintenance and upgrades that do not change the physical appearance of the Lessee Facilities, Lessee agrees not to install any equipment on the Property or change, the frequency, power, or type of its existing equipment on the Property without first submitting to City a written proposal regarding the proposed configuration and obtaining the written consent of City, which consent shall not be unreasonably withheld, delayed or conditioned if (i) the proposed installation or changed, altered, or improved frequency, power or type of equipment is a use that does not require additional Property space beyond the existing Property space or impose any increased stresses or loads on the Property in excess of applicable engineering standards; (ii) said installation or changed, altered, or improved frequency, power, or type of equipment is authorized by law and is to be 5 VoiceStream Lease Agreement City of Lubbock/35th & W made or installed in accordance with good engineering practices; and (iii) the proposed configuration does not interfere with the transmitters, receivers and equipment of other subtenants or licensees existing on the Property or on the Property at the date when City receives the aforementioned written proposal. F. CONSTRUCTION PROPERTY None of the Lessee Facilities shall be installed on the Tower nor shall any construction pertaining to the Lessee Facilities commence until Lessee has submitted its construction and installation plans and list of contractors and subcontractors to City in writing and such plans and list have been approved in writing by City such approval not to be unreasonably withheld, conditioned or delayed. Lessee shall not alter any plans so approved without following the same procedures. Lessee shall be responsible for grounding all external and internal wiring and cabling installed by Lessee. Lessee shall obtain City's prior written approval of such grounding plans. In the event any such plans are not approved or rejected within thirty (30) days of submittal, same shall be deemed approved unless otherwise notified in writing by the City. G. PERFORMANCE TESTS At City's request, Lessee shall perform an intermodulation and interference study at the Property and evaluate for interference with its operations of other existing wireless communications users at the Property. Lessee acknowledges that the disclosed uses and frequencies, as presently identified on Exhibit B annexed hereto, do not, if properly and lawfully operated, interfere with Lessee's use of the Property, and that Lessee's use of the Property will not interfere with such disclosed uses and :frequencies. Lessee further agrees that if Lessee's Facilities cause any measurable adverse interference with the operations of existing wireless communications users at the Property, Lessee shall cause 6 VoiceStream Lease Agreement City of Lubbock/35th & W the elimination of such interference in a prompt and timely manner. If such measurable adverse interference by Lessee's Facilities with existing communications equipment cannot be eliminated within reasonable length of time, but not to exceed forty-eight ( 48) hours after notice thereof of material interference and thirty (30) days if otherwise measurably adverse, Lessee shall cause the interference to cease except for brief tests necessary for the elimination of the interference. City shall not knowingly permit the installation or operation of other improvements, inclusive of telecommunications equipment upon the Property which interferes with the operation and use of Lessee Facilities. City shall cause any agreement for future use of the Property by subsequent users to contain interference language substantially similar to that contained in this Section G. Lessee, Lessee's employees, agents and subcontractors may enter on or across the Land twenty-four (24) hours a day, seven (7) days a week, at no charge, and upon receipt of notification by City that a representative of Lessee is on site to obtain entry into the Property for the purpose of constructing, installing, operating, performing outline maintenance and repairing those parts of the Lessee Facilities as are ground-based. Entry for maintenance, other than routine maintenance, shall require not less than forty eight ( 48) hours notice to City. H. CODE COMPLIANCE Lessee agrees that all Lessee Facilities constructed pursuant to the terms of this Agreement shall be designed, constructed and maintained in compliance with the Buildings and Buildings Regulations and Zoning ordinances of the City of Lubbock, Texas. 7 VoiceStream Lease Agreement City of Lubbock/35th & W I. REPAIRS Lessee shall perform all repairs necessary or appropriate to keep Lessee Facilities on or about the Property or located on any appurtenant rights-of-way or access to the Property in good and tenantable condition. Damage resulting from the acts or omissions of Lessee shall be repaired by Lessee, at Lessee's cost and expense unless otherwise provided herein. J. GOVERNMENTAL REGULATION Lessee shall be responsible for compliance with all marking and lighting requirements of the Federal Aviation Administration ("FAA") and the Federal Communications Commission ("FCC"), Lessee shall pay for the reasonable costs and expenses therefore (including for any lighting automated alarm system). K. LIGHTING If lighting requirements apply and a lighting automatic system has been installed by City, City shall allow Lessee to bridge-in to the system to permit a parallel alarm or to install a second alarm if a bridge would interfere with City's alarm. Notwithstanding anything to the contrary in this Paragraph, the responsibility for compliance with FAA and FCC requirements shall remain with Lessee as provided to the extent provided by law. L. SURRENDER AND REMOVAL OF LESSEE'S FACILITIES At the expiration or termination of this Agreement for any reason, Lessee shall surrender to City the Property, remove the Lessee Facilities, and shall restore the Property to substantially the same condition existing on the Commencement Date, except for ordinary wear and tear. Lessee Facilities left on the Property after thirty (30) days from the expiration or termination of the Agreement shall be deemed abandoned and shall be subject to disconnection, removal and 8 VoiceStream Lease Agreement City of Lubbock/35th & W disposal by City. In such event, Lessee shall pay to City upon written demand therefore, the disconnection, removal and storage expenses incurred by or on behalf of City. If the Lessee Facilities are not claimed by Lessee within thirty (30) days following notice from City to Lessee of its removal of such Property shall be deemed abandoned and will become the Property of the City, City shall have the right to sell all or any portion of the Lessee Facilities without any liability to Lessee to account for the proceeds of such sale. In the event the Lessee Facilities remain on the Property following termination or expiration of this Agreement ( even if it has been disconnected), Lessee shall pay to City holdover rent equal to one hundred twenty five percent (125%) of the then effective monthly rent, prorated from the date of termination to the date the Lessee Facilities are removed from the Property by Lessee. M. PAYMENT OF TAXES, FEES The Lessee shall pay all federal, state and local government taxes, license fees and occupation taxes levied on either the leased premises or on the business conducted on the leased premises or on any of Lessee's property used in connection therewith. Taxation may be subject to legal protest in accordance with the provisions of the taxing authority whose levy is questioned. Any protest is at the sole expense of Lessee. Delinquency in payment of such obligations after any protest has been settled shall, at the option of the City, be cause for immediate termination of this lease. N. REGULATIONS The Lessee's officers, agents, employees and servants will obey all rules and regulations which may be promulgated by the City or its authorized agents, or by other lawful authority, to ensure the safe and orderly conduct of City's and Lessee's operations on the Premises. 9 VoiceStream Lease Agreement City of Lubbock/35th & W 0. SUBLEASES AND ASSIGNMENTS Lessee may assign this lease, upon written notice to City, to any person controlling, controlled by, or under common control with Lessee, and to any person or entity that acquires Lessee's telecommunication business and assumes all obligations of Lessee under this lease. Upon such assignment, Lessee shall be relieved of all liabilities and obligations hereunder, and City shall look solely to the assignee for performance under this lease and all obligations hereunder. Lessee may sublease or license all or any part of the property at any time and from time to time. Lessee may not otherwise assign this lease except upon written consent from City, which consent will not be unreasonably denied or withheld. Additionally, Lessee may mortgage or grant a security interest in this lease and the Lessee Facilities, and may assign this lease (with right of reassignment) and the Facilities to any mortgagees or secured parties, including their successors or assigns ("Mortgagee"). In such event, City agrees to execute such consent to leasehold financing and other loan documentation as may reasonably be required by a Mortgagee. Provided, Lessee or Mortgagee has furnished City the Mortgagee's mailing address, City agrees to notify Mortgagee of the right to cure any default of Lessee and of a request to remove any property of Lessee or Mortgagee located on the Property; except that the cure period for Mortgagee shall not be less than thirty (30) days after the receipt by Mortgagee of the default notice. Failure by City to give Mortgagee such notice shall not diminish City's rights against Lessee, but shall preserve all rights of Mortgagee to cure any default and to remove any property or the Lessee Facilities of Lessee or Mortgagee located on the Property. 10 VoiceStream Lease Agreement City of Lubbock/35th & W i ' P. INDEMNIFICATION AND INSURANCE The City, its officers, agents and employees shall stand indemnified by the Lessee as provided by this agreement. The Lessee shall be deemed to be an independent contractor and operator responsible to all parties for its respective acts and omissions, and the City shall in no way be responsible therefore. In the exercise of the obligations and in the enjoyment of the privileges granted by this agreement, the Lessee shall indemnify and save harmless the City, its officers, agents and employees from any and all losses claims, demands, suits and judgments whatsoever resulting from any fault or negligence on the part of the Lessee, its agents, employees or invitees. The Lessee shall maintain insurance at all times that this lease is in effect, at Lessee's sole expense and with an underwriter authorized to do business in the State of Texas and acceptable to the City, against claims of general liability, automobile liability and worker's compensation resulting :from Lessee's business activities on the Premises. General Liability and Auto Liability Insurance -The amount of insurance coverage shall not be less than ONE MILLION DOLLARS AND N0/100 DOLLARS ($1,000,000.00) for Combined Single Limit General Liability Insurance; or less than THREE HUNDRED THOUSAND AND N0/100 DOLLARS ($300,000.00) for Combined Single Limit Auto Liability Insurance. Worker's Compensation and Employer's Liability Insurance. City of Lubbock requires VoiceStream to provide worker's compensation coverage to its employees, pursuant to the Texas Labor Code. VoiceStream shall elect to obtain worker's compensation coverage pursuant to the Texas Labor Code. Further, VoiceStream shall maintain said coverage throughout the term of the Contract and shall comply with all provisions of Title 5 of the Texas Labor Code to ensure 11 VoiceStream Lease Agreement City of Lubbock/35th & W that VoiceStream maintains said coverage. Any termination of worker's compensation insurance coverage by VoiceStream or any cancellation or non-renewal of worker's compensation insurance coverage for VoiceStream shall be a material breach of this Contract. VoiceStream shall require each subcontractor with whom it contracts to provide activities as contemplated by this Contract, to obtain proof of insurance coverage as set forth herein, and to provide to VoiceStream, prior to such person performing any such activities, a Certificate of Insurance establishing such coverage. VoiceStream agrees to exercise due diligence in maintaining all facilities, structures, cables, and wiring provided for use in the daily operation of the wireless communication system. VoiceStream agrees to be responsible for all regulatory filings and reports required by the local, state or federal government for the operation of said facilities. The above-mentioned coverage's may be modified at the request of the City of Lubbock on 30 days notice. The above mentioned policies shall all include a waiver of subrogation. Certificates of insurance or other satisfactory evidence of insurance shall be filed with the City of Lubbock prior to entry upon the premises by the Lessee. The General Liability and Auto Liability policies shall name the City as an additional insured, require the insurer to notify the City of Lubbock of any alteration, renewal or cancellation, and remain in full force and effect until at least ten (10) days after such notice of alteration, renewal or cancellation is received by the City of Lubbock. Q. WAIVER OF LANDLORD'S LIEN City hereby waives any and all lien rights it may have, statutory or otherwise, concerning the Lessee Facilities, or any portion thereof, which shall be deemed personal property for the purposes of this lease, regardless of whether or not the same is deemed real or personal property under applicable laws, and City gives Lessee and Mortgagee the right to remove all or any 12 VoiceStream Lease Agreement City of Lubbock/35th & W portion of the same from time to time, whether before or after a default of this lease, in Lessee's and/or Mortgagee's sole discretion and without further notice to or consent from City. A. TERMINATION ARTICLE SEVEN TERMINATION, CANCELLATION This lease shall terminate at the end of the full term hereof and Lessee shall have no further right or interest in any of the premises or improvements hereby demised. B. CANCELLATION Either party shall be in default under this Agreement if the party fails to perform any material duty or obligations under this Agreement and does not cure or remedy such failure to perform within thirty (30) days after receipt of written notice with respect thereto, provided, however, that if such failure to perform shall necessitate longer to cure than thirty (30) days, then such cure period shall be extended for such time as is reasonably necessary to cure such failure to perform, but only so long as such efforts to cure are commenced within fifteen (15) days after receipt of written notice from the other party and thereafter proceed diligently and in good faith. Notwithstanding the foregoing, in no event shall the time within which a party may cure a failure in the payment of money exceed a single, ten (10) day period, without extension. Upon the occurrence of a default, the non-defaulting party may pursue any and all remedies available under applicable law and any one or more of the following remedies, separately or concurrently or in any combination, without further notice or demand whatsoever: (i) Termination of this Agreement by giving the defaulting party written notice of such termination, in which event this Agreement shall be terminated at the time designated in the notice; or 13 VoiceStream Lease Agreement City of Lubboclc/35th & W (ii) The recovery from the defaulting party of all costs and expenses incurred by the non-defaulting party in enforcing its rights and remedies under this Agreement, including reasonable attorneys' fees and expenses. No termination hereof shall release Lessee from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or such later date when the improvements placed on the leased Property by Lessee are removed and said Property are restored to its original condition as hereinabove required. It is agreed that failure to declare this lease terminated upon the default of Lessee for any of the reasons set forth above shall not be construed as a waiver of any of the City's rights hereunder or otherwise bar or preclude City from declaring this lease cancelled as a result of any subsequent violation of any of the terms or conditions of this lease. Lessee parties shall have the right, within one hundred twenty (120) days from full execution of this Lease Agreement, to terminate this Lease Agreement upon thirty (30) days prior written notice to the City, in the event that Lessee is not satisfied with the results of title, environmental, technological or engineering testing or if all required governmental approvals are not obtained within such time period. During the first five (5) years of the first term of this Lease Agreement, both parties shall have the right to terminate this Lease Agreement at any time upon two (2) years prior written notice to the other party without further obligation hereunder. Thereafter, both parties shall have the right to terminate this Lease Agreement at any time upon one (1) year prior written notice to the other party without further obligation hereunder. Neither the City or Lessee will use termination as a means to increase or decrease the rent agreed to in this Lease. 14 VoiceStream Lease Agreement City of Lubbock/35th & W ARTICLE EIGHT GENERAL A. CLEANLINESS OF PREMISES KUU Lf-JGO U'--' -< Lessee shall, at its sole expense, dispose of all trash, garbage, and other refuse resulting from its business operations authorized by this Agreement. B. RIGHT OF INSPECTION The City reserves the right to conduct inspections of the leased premises at reasonable times to ensure that fire and safety and other provisions contained in this lease are being adhered to by the Lessee. C. TERMINATION OF LEASE, SURRENDER OF LEASED PREMISES AND OWNERSHIP OF IMPROVEMENTS The Lessee covenants and agrees that at the expiration of the initial term of this lease, or any extension which has been granted, or upon earlier termination as provided elsewhere in this agreement, Lessee will quit and surrender the leased premises and the improvements in good state and condition, reasonable wear and tear expected, and the City shall have the right to take possession of the leased premise as provided in Article Six, Section D, with or without process of law. D. HEADINGS The paragraph headings contained herein are for convenience in reference and are not intended to define, extend or limit the scope of any provisions in this agreement. E. NOTICES A. General. Whenever notice from Lessee to City or City to Lessee is required or permitted by this Contract and no other method of notice is provided, such notice shall be given 15 VoiceStream Lease Agreement City of Lubbock/351h & W by (1) actual delivery of the written notice to the other party by hand, (2) facsimile, or other reasonable means (in which case such notice shall be effective upon delivery), or (3) by deposition the written notice in the United States mail, property addressed to the other party at the address provided in this article, registered or certified mail, return receipt requested, in which case such notice shall be effective on the thi,rd business day after such notice is so deposited. B. Lessee's Address. Lessee's address and numbers for the purposes of notice are: VoiceStream Wireless Corp. Attn: Lease Administrator 12920 SE 38th Street Bellevue, WA 98006 With a copy to: Attn. Legal Dept. With a copy to: VoiceStream GMS I Operating Company 11830 Webb Chapel, Ste. 5000 Dallas, Texas 75234 Attn: Lease Administration Manager Telephone: 214-523-4162 Facsimile: 214-523-4275 C. City's Address. The City's Address and numbers for the purposes of notice are: City of Lubbock Attn: Terry Ellerbrook P.O. Box 2000 Lubbock, Texas 79457 Telephone: (806) 775-2585 Facsimile: (806) 775-3207 D. Change of Address. Either party may change its address or numbers for purposes of notice by giving written notice to the other party, referring specifically to this Contract, and setting forth such new address or numbers. The address or numbers shall become effective on the 15th day after such notice is effective. 16 VoiceStream Lease Agreement City of Lubbock/35th & W F. ENTIRE AGREEMENT This lease constitutes the entire agreement between the City and Lessee, and any other written or parole agreement with the City is expressly waived by Lessee. EXECUTED this 8th day of January THE CITY OF LUBBOCK Mayor ATTEST: BecyGarza,City Secretary (S APPROVED AS TO CONTENT: 4~ Terry Ellerbrock --- Managing Director Public Works APPROVED AS TO FORM: #~~ Assi:u;ity Attorney as/cityatt/John/Lease AgreementsNoiceStream Lease December 11, 2003 200i/.. 17 'vbl t-c ':::::>+~rll b~-=s-. Df>~ "~ LJ_;vLLJ-;:,,// / C Executive Director of Engineering & Operations V oiceStream Lease Agreement City of Lubbock/35 1h & W I 4 I , Resolution No. 2004-R0009 3 4 1 1 1 2 1 3 --~25'50' 62.5' 62.5' 62.5' 62.5' 50' o ~o=;------1...___;=-=...:.-=-.L-~..:::___J_~~_L-2.~L LD LO 35TH ST 76.25' 5 o' ,-""""'isu90'-,-------:i"";::-;:::-,----,-----, 150 46' 1 '~ L!) N • - ~ 8 ' L{") N 9 • lO U) ' L() N • LC1 7 1MG ELEVATED TANK EXHIBIT A 6 Resolution No. 2004-R0009 EXHIBITB VOICESTREAM FREQUENCIES VoiceStream will use frequencies in the band from 1965 to 1970 MHz VoiceStream Lease Afeement City ofLubbock/35 & W