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HomeMy WebLinkAboutResolution - 2007-R0116 - Ratify Agreement - Bego Enterprises LLC - 03_22_2007Resolution No. 2007-RO116 March 22, 2007 Item No. 5.10 RESOLUTION 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, a Ratification of an Agreement between the City of Lubbock and BeGo Enterprises, L.L.C. dba South Beach, and all related documents. Said Ratification 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 22nd day of March 2007. DAVID A. LER, MAYOR`'[ ATTEST: Reb cca Garza, City Secretary APPROVED AS TO CONTENT: Rob Allis Assistant Pity­Manag�erDev�clopment Services APPROVED AS TO FORM: Richard K. Casner, First Assistant City Attorney ml/ccdocs/Ratification - BeGo March 13, 2007 Resolution No. 2007-R0116 RATIFICATION KNOW ALL MEN BY THESE PRESENTS THAT: WHEREAS, on the 22nd day of March, 2007, the City of Lubbock, by and through its City Manager, executed and delivered that certain Agreement, attached hereto as Exhibit "A" (the "Agreement"), between the City of Lubbock, Texas, and BeGo Enterprises, L.L.C. dba South Beach; WHEREAS, the City of Lubbock now desires to ratify the Agreement. NOW, THEREFORE, the City of Lubbock does hereby ratify, adopt and confirm the Agreement, and all of its terms and provisions, as fully and completely as if the City of Lubbock had originally executed and delivered same, and acknowledges the validity, effect, and enforceability of the Agreement effective as of the date first above written. Passed by the City Council this 22nd day of March , 2007. CITY OF LUBBOCK DAVID .. MILLER, MAYOR ATTEST: Rebecca Garza, City Secretary Ratification-BeGo Enterprises Page I of 2 APPROVED AS TO CONTENT: Rob Allison% Assistant City Manager Development Services APPROVED AS TO FORM: ,.,4 d—�— Richard K. Casner First Assistant City Attorney Richard/Raul ication-Betio March 7, 2007 Ratification-BeGo Enterprises Page 2 of 2 Exhibit "A" Resolution No. 2007-RO116 AGREEMENT This Agreement ("Agreement"), is dated effective this tS day of March, 2007, by and between BeGo Enterprises, L.L.C. dba South Beach (the "Betio") and the City of Lubbock, Texas, a Home Rule Municipal Corporation of Lubbock County, Texas, (the "City"). WHEREAS, pursuant to that certain Commercial Contract — Unimproved Property ("Contract"), dated on or about December 19, 2006, Chayn Mousa ("Mousa") contracted to sell that certain real property described as Lots 13 thru 24, Block 231, Original Town, to the City of Lubbock, according to the map, plat and/or dedication deed, recorded in Volume 5, Page 386, Deed Records, Lubbock County, Texas (the "Subject Property") to Bobby McQueen ("McQueen"); WHEREAS, McQueen has assigned the Contract to the City; WHEREAS, BeGo has leased the Subject Property, or a portion thereof, pursuant to that certain Lease Agreement dated on or about January 30, 2004 (the "Lease"); WHEREAS, the Lease contained the following provision, as Special Provision number 2, which stated as follows: (2) First Right of Refusal on Purchase of the Cancun Saloon 1816 Ave G, and a first right of refusal on the I9`h Street Warehouse 1824 Ave G for either a lease or purchase. If [Mousa] receives any bonified (sic) offer from a 3rd party to lease or purchase the property at 1824 Avenue G or purchase the property at 1816 Avenue G, [BeGo] has 30 days to review and meet the terns. (herein called the "Preferential Rights"); WHEREAS, by letter dated December 28, 2006, BeGo was provided notice of the Contract; WHEREAS, pursuant to the certain letter dated January 26, 2007, BeGo notified Mousa that it desired to exercise Preferential Rights; WHEREAS, after thoroughly examining the Subject Property and considering other factors, BeGo is now uncertain as to whether it desires to exercise the Preferential Rights; WHEREAS, due to such uncertainty, BeGo and the City now desire to enter into this Agreement and clearly define the rights of the parties to the Contract and the Preferential Rights. NOW, THEREFORE, for and in consideration of the agreements, covenants, and promises of Bego and City as set forth therein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties hereto, BeGo and City hereby agree as follows: 1. The City and BeGo hereby agree that BeGo shall have until 1:00 p.m. on Thursday, March 15, 2007 in which to complete the purchase of the Subject Property, including the payment of the entire purchase price to Mousa and shall have received, as executed, acknowledged and delivered, the conveyancing instrument conveying the Subject Property from Mousa (collectively, the "Close"). In the event that BeGo shall fail to Close on the Subject Property on or before l :00 p.m. on Thursday, March 15, 2007, BeGo expressly stipulates and agrees that the Preferential Rights and all other rights of BeGo of any kind or nature to or in the Subject Property shall expire and terminate for all intents and purposes. 2. BeGo hereby agrees to execute, acknowledge and deliver to City the Release and Quitclaim Agreement, attached hereto as Exhibit "A", and made a part of this Agreement for all purposes, on or before 2:00 p.m. on Thursday, March 15, 2007, in the event BeGo has not completed the Close of the Subject Property, as set forth and within the time prescribed in Section 1, above. 3. The parties hereto agree that time is of the essence with respect to the performance of this Agreement. Further, the Parties hereto agree that remedies at law are not adequate in the event either party hereto shall fail to meet, comply with or perform any covenant, agreement or obligation on such party's part within the time limits and the manner required in this Agreement ("Default"). Each party hereto may enforce the remedy of specific performance of this Agreement against the other party hereto in the event of Default of this Agreement by such party. 4. This Agreement is being executed and delivered and is intended to be performed, at least in part, in the County of Lubbock, State of Texas, the laws of Texas governing the validity, construction, enforcement and interpretation of this Agreement. The exclusive venue for any action brought with respect to this Agreement shall lie solely in the courts of competent jurisdiction of Lubbock County, Texas. 5. This Agreement embodies the entire agreement between the parties hereto regarding the Preferential Rights and any other rights of BeGo to or in the Subject Property and supersedes any and all prior agreements and understandings regarding the Preferential Rights 2 and any other rights of BeGo to or in the Subject Property, if any, and may be amended or supplemented only in writing executed by the party against whom enforcement is sought. 6. The Exhibit which is referenced in, and attached to this Agreement, is incorporated in and made a part of this Agreement for all purposes. BeGo represents and warrants to City that it has taken all actions necessary to authorize the party executing this Agreement to bind, in all respects, BeGo to all terms and provisions of this Agreement, and that such person possesses authority to execute this Agreement and bind BeGo hereto. Executed this IV' A% day of March, 2007. BeGo Enterprises, L.L.C., dba South Beach By: _ 1�6 Au—�I- Name: Title: Mts�x6tr City of Lubbock By: -a Lee Ann Dumbauld City Manager Appro ed a§ to Content: Rob All' rv/Ric hard/ agreemen t- M ousa March b, 2007 3 Resolution No. 2007—R0116 Exhibit "A" to Agreement RELEASE AND QUITCLAIM This Release and Quitclaim (the "Release"), is dated effective this day of March, 2007, from BeGo Enterprises, L.L.C. dba South Beach (the "Releasor") to Chayn Mousa, and his heirs, devisees, successors and assigns (the "Releasee"). WHEREAS, pursuant to that certain Lease (herein so called) dated January 30, 2004, Releasor leased from Releasee certain real property, as more specifically described therein, for the purposes set forth therein; WHEREAS, the Lease contained the following provision, as Special Provision number (2), which stated as follows: (2) First Right of Refusal on Purchase of the Cancun Saloon 1816 Ave. G, and a first right of refusal on the 191h Street Warehouse 1824 Ave G for either a lease or purchase. If [Releasee] receives any bonified (sic) offer from a 3'd party to lease or purchase the property at 1824 Avenue G or purchase the property at 1816 Avenue G, [Releasor] has 30 days to review and meet the terms. (herein called the "Preferential Rights"); WHEREAS, Releasee has received a bonafide offer from a third party to sell the property encumbered by the Preferential Rights; WHEREAS, Releasor received notice, including a thorough description of the terms of such bonafide offer, at least thirty (30) days prior to the execution hereof; WHEREAS, Releasor has reviewed such bonafide offer and has determined that it desires to not exercise the Preferential Rights; WHEREAS, for the sake of certainty, Releasor now desires to quitclaim and release any and all rights to the Preferential Rights covering all or a part of the real property described on Exhibit "A", attached hereto (the "Property"), to Releasee. NOW THEREFORE, for Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Releasor, Releasor hereby quitclaims and releases all of its right, title and interest to the Preferential Rights covering all or part of the Property to Releasee. Further, Releasor hereby expressly stipulates and acknowledges that its only right and interest in and to the Property was derived from the Lease, and that all of said rights set forth in the Lease, and all right, title and interest in and to the Property owned and/or leased by Releasor expired and terminated on February 28, 2007. 4 Releasor represents and warrants to Releasee that it has taken all actions necessary to authorize the party executing this Release and Quitclaim to bind, in all respects, Releasor to all terms and provisions of this Release and Quitclaim, and that such person possesses authority to execute this Release and Quitclaim and bind Releasor hereto. Executed this day of March, 2007. BeGo Enterprises, L.L.C., dba South Beach Angela R. Beberniss, Member -President Chris Gonzales, Member -Vice President STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on this _ day of , 2007, by ANGELA R. BEBERNISS, Member -President of BeGo Enterprises, L.L.C., dba South Beach. Notary Public, State of Texas My commission expires: STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on this day of 2007, by CHRIS GONZALES, Member -Vice President of BeGo Enterprises, L.L.C., dba South Beach. Notary Public, State of Texas My commission expires: ml/R ichardlq uitclaim&release-Mousa January 26, 2007 Resolution No. 2007-RO116 Exhibit "A" Lots Thirteen (13) through Twenty Four (24), both inclusive, Block Two Hundred Thirty One (231), Original Town of Lubbock, Lubbock County, Texas, according to the map, plat and/or dedication deed thereof, recorded in Volume 5, Page 386, Deed Records, Lubbock County, Texas. SAVE AND EXCEPT that portion of Lots 13, 14 and 15, described as follows: BEGINNING at a 1/2" iron rod with cap found for the Northwest comer of Lot 15; THENCE South a distance of 78.0 feet to the Southwest corner of Lot 13; THENCE East a distance of 15.5 feet; THENCE N. 11°14'21" W., a distance of 79.53 feet to the POINT OF BEGINNING. G