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HomeMy WebLinkAboutResolution - 2007-R0294 - Agreement - LEDA - 06_26_2007Resolution No. 2007-RO294 June 26, 2007 Item No. 4.40 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, an Agreement between the City of Lubbock and Lubbock Economic Development Alliance, and all 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 26th day of June 2007. I / — --------- D • iD AAMILLER, MAYOR ATTEST: R6o&a Garza, City Secretary APPROVED AS TO CONTENT: As ' ant City Manager/Transportation and Public Works Rob Allison Assist City Manager/Development Services APPROVED AS TO FORM: Richard K. Casner First Assistant City Attorney ml ccdocs.,UDA Agreement-res June 20, 2007 Resolution No. 2007—RO294 AGREEMENT This Agreement is entered into this 26th day of June , 2007, by and between the City of Lubbock, Texas, a Texas home rum municipal corporation (the "City") and Lubbock Economic Development Alliance, a Texas not -for -profit development corporation pursuant to Texas Revised Civil Statutes Article 5190.6, as amended ("LEDA"). CAI OUP- &I"Cl WHEREAS, Lubbock Economic Development Alliance ("LEDA") owns certain property located in Section 38, Block D, Lubbock County, Texas, being commonly known as the Lubbock Rail Port (the "Rail Port"); WHEREAS, LEDA is now in need of the construction of sanitary sewer infrastructure in support of the Rail Port; WHEREAS, although this segment of the sewer infrastructure is part of the Rail Port said sanitary sewer addition will be a part of the City's sanitary sewer system and owned and maintained by the City the same as the remaining sanitary sewer infrastructure within the boundaries of the City; WHEREAS, LEDA has agreed to pay for all of said costs related to the Rail Port infrastructure; WHEREAS, LEDA at Closing shall own certain personal property, commonly described as the "FAA Hangar" (herein so called), located at 310 East Edinboro Street at the Lubbock Preston Smith International Airport; WHEREAS, the City has leased to Market Lubbock Economic Development Corporation, a Texas not -for -profit corporation ("MLI"), as per that certain Lease Agreement dated January 8, 2004 (the "Lease Agreement"), certain real property, as more particularly described therein, whereon said FAA Hangar is located; WHEREAS, LEDA desires to convey and assign said FAA Hangar to City in partial exchange for the cost of the sanitary sewer line to the Rail Port; WHEREAS, the City is amenable to such conveyance and assignment as partial payment. NOW, THEREFORE, for and in consideration of the mutual promises, covenants, obligations, and benefits described in this Agreement, the City and LEDA hereby agree as follows: LEDA Agreement Page 1 of 18 Section 1. The City shall (i) have the right to approve the design prepared or caused to be prepared by LEDA of the subject sanitary sewer line; and (ii) shall construct the subject sanitary sewer line, as approximately depicted in Exhibit "A", attached hereto, sufficient in size and quality to serve the Rail Port (the "Sanitary Sewer Line"). The City shall not be required to begin any work on the Sanitary Sewer Line unless and until Closing (as defined below) shall have occurred. Section 2. LEDA shall pay to the City all actual costs incurred by the City related to the Sanitary Sewer Line, including without limitation, all costs and expenses related to the design, if prepared or caused to be prepared by City, and construction of the Sanitary Sewer Line. Said actual costs shall be paid by LEDA to the City as follows: (a) At Closing, LEDA shall assign and convey the FAA Hangar, located at 310 East Edinboro Street and located on the real property described in Exhibit `B", attached hereto, by Bill of Sale (herein so called), in the form attached hereto as Exhibit "C". It is expressly agreed and stipulated by the City and LEDA that the appraised value of the FAA Hangar shall be, for all purposes and intents, Eight Hundred Sixty Thousand and No/100 Dollars ($860,000.00); and (b) LEDA shall pay to the City in immediately available funds, on or before ten (10) days after the receipt of an invoice(s) provided to LEDA by the City, all of the costs and expenses related to the Sanitary Sewer Line, less Eight Hundred Sixty Thousand and No/100 Dollars ($860,000.00). The City shall have the right to approve the actual design as prepared by the engineer selected by LEDA and approved by the City. The design shall be prepared in accordance with all design standards of the City. Section 3. Prior to the conveyance of the FAA Hangar to the City, as contemplated herein, all repairs to the roof of the FAA Hangar shall be completed to the extent set forth on Exhibit "E". Lydick -Hooks has been engaged to repair the Hangar roof and shall provide a Warranty (herein so called) regarding its work which shall be transferred to the City at Closing. Section 4. As a condition precedent to Closing and any or all of City's obligations hereunder, LEDA, shall cause to be delivered to the City at Closing, in the form as attached hereto as Exhibit "D", a Termination of the Lease Agreement (herein so called), executed and acknowledged by Market Lubbock Economic Development Corporation, the Bill of Sale and the Warranty. Section 5. LEDA and City agree to cooperate fully and utilize all reasonable efforts to carry out the purpose and intent of this Agreement. Each party hereto agrees to take such future actions and execute such additional documents as may be required or appropriate to give full force and effect to this Agreement. LEDA Agreement Page 2 of 18 Section 6. In the event either party shall default in the performance of any term or provision of this Agreement for any reason other than failure by the other party to perform hereunder, the non -defaulting party may, if said default shall be continuing after five (5) days notice of such default is delivered to the defaulting party, exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, specific performance and/or the right to terminate this Agreement without additional notice. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. Section 7. LEDA represents and warrants to City that, prior to Closing, it will own the FAA Hangar and convey same to City at Closing, free and clear of any liens or other encumbrances and that it has taken all actions necessary to authorize the party executing this Agreement to bind, in all respects, LEDA to all terms and provisions of this Agreement, and that such person possesses authority to execute this Agreement and bind LEDA hereto. The representations and warranties herein shall survive Closing of the transactions contemplated hereby. Section 8. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. This Agreement is performable in Lubbock County, Texas and sole and exclusive venue for any action arising or related to this Agreement shall lie solely within the courts of competent jurisdiction located in Lubbock County, Texas. Section 9. It is agreed and stipulated by City and LEDA that the recitals set forth herein shall be construed to be a material part of this Agreement. Section 10. Closing (herein so called) of this transaction shall take place at the office of McCleskey, Harriger, Brazill & Graf, L.L.P., 5010 University Ave. 5`h Floor, Lubbock, Texas 79493-6170, within 45 days after the execution of this Agreement by the City or within ten (10) days after completion of the FAA Hangar roof repairs, as set forth in Section 3, above, whichever is the first to occur. Section 11. The City Council of the City hereby delegates any action contemplated herein to be taken by the City, including without limitation, execution of the Termination of Lease Agreement on behalf of the City, to the City Manager of the City of Lubbock or her designee. LEDA Agreement Page 3 of 18 DATED this 26th day of .Tune , 2007. ATTEST: CITY OF LUBBOCK DAVID A. MILLER, MAYOR Rebecca Garza, City Secretary AS TO CONTENT: Jams Loomis " As istant City Manager/Transportation and Public Works OL_'.t� Rob All Assistant City Manager/Development Services APPROVED AS TO FORM: Richard K. Casner First Assistant City Attorney ATTEST: m ichard/M Agreement -FAA Hangar -Final June 12,2007 LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, A Texas n -pro corporation By: Name: Title: LEDA Agreement Page 4 of 18 �'� '� Cat-560� E Ukeh E fah LUBBOCK PARK 1 R RAILPORT iI t� �y o , G • +■"x SIFT ST MON t T. ?1 ,L-� Q " ' LL i d T• LUBBOCK INTERNATI - AI ORT Resolution No. 2007—RO294 Exhibit "B" to Agreement EXHIBIT A .M . • J Resolution No.-2004 R0006 Hold Notes fora 1.71 Asre Tract out of 3ectioo 1 i, Hkicl'c A Lubbock, County, Team BEGINNING u ► point in the existing fence fine apprn:intately 102 feet North of it point in the South ramy lino of the survey !br a 2.79 acre tract ofland out of Section 28, Block A, Lubbock County, Texas (atOaairod fa mfetmmN mW point bearing South OW 02' 00" East 63734 feet and Saudi 89. 59' Ur Went 895.20 feet; THENCE went a distance of 80.3 fed akmS dA odsting fence lice to a point babS the Southwest Dotter of the existing fame HBO; THENCE North a distmee of 245 fed along the existing inset Thus to a point in the North survey line of the survey for a L79 acre tract of land out of Section 28, Black A. Lubbock County, Tom (attached for raliarmael acid point being 31 hat Bast of the Nag*~ amm of said su vay; THENCE Had a distance of 129 ted along the North tuna of said survey to a point. said point being 160 Gnat East of the Nodhwed comar of said survey; THENCE South a distaaca of 8S fed slug die auisthrs peace line to a point 10 toot from the Norm wall of the Hangar, said point being 9 feet Sad and 10 feet North of North veet coma of the Hangar; 7H@10E East a distance of 243.5 Ibd along aline p=U to and 10 beat NqA of the North wall of the Hangar to a point 5 But East of the Northeast corner of d THENCE South a dWawx of 175 foot along a Um parallel to and 5 fed Bast of the East wall of the Hangar to a point 5 feet South of the Southeast coma of the Hangar. THENCE Went a distance of 261 foot along a line panilal to and 5 teat South of the South wall of the himgw to a point 3 feet Wad of ton Southwest comer of the Hangar. THENCE Norm a distance of 15 het to a point in the existing draw line said point being S drat wort of tine want wan of tea Hangar; THENCE want a distance of 33 het along the odsting facto line to the POINT OF . Coatainhrg 1.71 mores. PRO VA TWIS nowNT TNa *.W. con%cir S6C, U bt.IC• A p 4 O'tTL' 4 �ib1.'!4� �,8�6ldlgi'letlalt bas,tio'� Page 6 of 18 '3CALE It's I= o w ,LrjLTof V-L1 Ito PLAT or St1MY 011 S 2.79 AM TRACT Ol• LAIM OUT Or ssCTlom 180 314M . X, umoa coum, "ibs Resolution No. 2004-E000( EXHIBIT V Attached for Reference Purposes only - Point of Beginni 'L4' e-a YrssaT a-w a o• r � ' r 4CALa 1"+ %0W = Z o GWT Mac) b-W OSo� (PIAWYNIS PM"r TNa *.W. 90A. W Sac. %& TLA A • • O•Ot1 ■ 6i1.34i 'R iO4.81, bei.7A's r2sSJ# AO'PE6 . f3t1SGXWIM at a 1/2• iron rod, sat for the Southwest and be inalnq corner of this treat, whence the southwest ocrasr of Ssotion 26 bear* South 00.02.068 !fast; 637.34 toot and south 89*39.300 Wdst, 095,20 fast# TBi1 North# 347.50 feet to a 112• iron rod, set for the Worthwsat corner of this tract# TKMKX east, 350.00•.teet to a 1120 iron rod, not for the Northeast Corner of this tract# TK OM South, 347.50'test to a I/2• iiroa rod, not for the southeas't Corner of this treat$ TUMM2 Nest# 350.00 feet to the.poiat of beginning. CO NAMING 2.79 acres. cz"zrzzD ((MESON SURVEYING} Co., INC. Registered Professional Land Surveyors ear gi�ig�jgl Poeltioning System Surveyors ri. 314-17 3330 IM STREET. MR 201 0 U=WK. iixW 70413 4FA 28,010 Resolution No. 2004—R0006 EXHIBIT A.2 PLAT OF IMPROVEMENTS FOR 1-71 ACRE TRACT xxxxxxxxx SURVEY BOUNDARY LEDA Agreement Page 8 of 18 Exhibit "C" to Agreement [Attached] BILL OF SALE STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS COUNTY OF LUBBOCK § The undersigned, Lubbock Economic Development Alliance, a Texas not -for - profit corporation (the "Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration to Grantor in hand paid by the City of Lubbock, a Texas home rule municipal corporation ("the Grantee"), the receipt and sufficiency of which are hereby acknowledged, has BARGAINED, SOLD and CONVEYED and by these presents, does BARGAIN, SELL and CONVEY unto Grantee, all of Grantor's right, title, and interest, if any, to the FAA Hangar, located at 310 East Edinboro Street, as more particularly described on Exhibit "A", attached hereto, as well as all other personal property located thereon (collectively, the "Improvements"). TO HAVE AND TO HOLD all of Grantor's right, title and interest in and to the Improvements unto said Grantee and Grantee's successors and assigns forever, so that neither Grantor nor Grantor's successors and assigns shall have, claim or demand any right or title to the Improvements. THE CONVEYANCE OF THE IMPROVEMENTS IS ON A "WHERE IS", "AS IS" AND "WITH ALL FAULTS" BASIS, AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY AS TO DESCRIPTION, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE IMPROVEMENTS, QUALITY, VALUE, FITNESS FOR PURPOSE OR MERCHANTABILITY. LEDA Agreement Page 9 of 18 Dated this day of 2007. ATTEST: t GRANTOR: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, A Texas n f -profit coporat By: fi' Name: 4-i9,�6/ t?. 4i9'f'd mmF Title: E dgQ LEDA Agreement Page 10 of 18 GRANTEE: CITY OF LUBBOCK DAVID A. MILLER, MAYOR ATTEST: Rebecca Garza, City Secretary James Loomis Assistant City Manager/Transportation and Public Works Rob Allison Assistant City Manager/Development Services APPROVED AS TO FORM: Richard Casner First Assistant City Attorney LEDA Agreement Page 11 of 18 Exhibit "A" to Bill of Sale EXHIBIT A « ... .. Resolution Ro..2004—R0006 Field Nota ibr a 1.71 Aare Tmct out of Seca 2 i. B" A Lubbock, County.Texas BE004NMO at a point in the existing fence Ursa approxirnaWy 102 feat North of a pout in the South survey lirse of the survey fist a 2.79 acre bid ofLad out of Section 28, Bloat A. Lubbock County. Texas (attached f?r refarancej said point bearing South 0(' 02' 00" East 637.34 feet and South 89. 59' 30" Wad 395-20 foeh THENCE West a distance of KS fast along the existing fence line to a point being do Southwest comet of the existing faaca Urn; THENCE North a dida= of 24S feat doss the eddsting fence line to a point in the North survey lino of to survey for a 2.79 acres tract of Lad oat of Section 2tt. Block A. Lubbock Candy. Texas (attached for rothreaae), said point being 31 sect Had of the Nordswat oomw of said savoy; THENCE Bast a distance of 129 teat along the North line of said aurM to a point, said point being 160 he East of the Northwest corner of amid survey; nMNCE South a distance of 85 fed along the existing !barn Use to a point 10 feet from tho North wall of the Hartgur, said point being 9-feet Had and 10 he Nw& of Nmihwed corner of the Hangar. THENCE East a distance of 243.5 foot along a Una parallel to and 10 feet NOM of the North wall of the HuNpr to a point S fret Bad of the Northeast oormr of d e'fiangmr; THENCE South a distance of 175 feel along a Urge pmrdlai to and 5 feet Bad of the FAA Wan of the Hangar to a point 5 feet South of the Sout wvA corner of dw Hangar. THENCE West a distance of 261 feet along a line parallel to and 5 feet'South of the South wall of the hangar to a point 5 fed West of this Southwest camas of the Hangar; THENCE North a &dance of 15 lost to a point in do existing f me line aid point being 5 Egos welt of the West wall of the Hangar; TkMC8 Weed a distance of 33 kd along the existing farce lino to the POINT OF . BZGD4NM Containing 1.71 acres. , 162 S. szt t 1AO' 9b•b >tiTRtGT AL 2g5.5' i u �.7 Ac. - r Lai Z a. TAX/l.✓A)O SCALE 1"s Zoo FROM TI.116 ft1wr TN■ S.W. cog, or sac, id et•icA o s o oza t1 a w ,S�Aof �ti� 1Zo SB�.Ja� 1E 1141=r b%%%03 Page 12 of 18 PLAT OF stmVI& t or A 2.79 AM MtWT OF LOD OW or 83mon 21, at m 4 Loss= Coum, ftdis v' oo u' s-s frs� •1.'19 Ae. a•W ssol tow T► IS •aim "a O.W. 404. ar t o ao•ssw, sss.v� Resolution No. 2004-RWOE EXHIBIT A.1 Attached for Reference Purposes only - Point of Beginni scP•r�+aeQ zs,��o� *CALM OR Loop ow 61W V-0 IWO SEGIMIM at a 1/2o iron rods set for the •southwest and besinainq corner of this tract, whence the southwest corner of section 22 bears South 000020000 East; 637.34 feet and South 89*391300 11dst, 895,20 fast/ 2 111Cs 1lorth, 347.50 feet to a 1120 iroa rod, set for the Wosthwest corner of this tractl TR== east, 350.00••feet to a 1120 iron rod, set for the Northeaat corner of this tracts TSE11C= south, 347.50•feet to a 1/20 iron rod, set for the sonthsait corner of thin tractl TROKS Neat, 350.00 feet to the. point of beginning. CONTA=Iyo 2.79 acres. CERTIFIED CART Do d=L8011 _q U REGISTERiD PROns8xom LAND sUR"Um WILSON SURVEYING Ca, INC. Registered Professional Land Surveyors aM y m xghel Positioning System Surveyors P8. 314-17 3330 701t WW, a= tat 9 Umm K, Ma 1#411 20,010 Resolution Do. 2004—R0006 EXHIBIT A.2 PLAT OF IMPROVEMENTS POR 1_71 ACRE TRACT a*******z SURVEY BOUNDARY LEDA Agreement Page 14 of 18 Exhibit "D" to Agreement [Attached] TERMINATION OF LEASE AGREEMENT This Termination of Lease Agreement is entered into this day of 2007, by and between the City of Lubbock, Texas, a Texas home rule unicipal corporation ("Lessor"), and Market Lubbock Economic Development Corporation, a Texas not -for -profit corporation ("Lessee"). WITNESSETH WHEREAS, pursuant to that certain Lease Agreement, dated on or about January 8, 2004 (the "Lease"), Lessor leased certain real property, as more particularly described in the Lease (the "Leased Premises"), to Lessee, for the purpose as stated therein; WHEREAS, it has come to the attention of Lessee that it no longer desires to operate and maintain the Leased Premises; WHEREAS, the Lessee now desires to terminate the Lease; WHEREAS, the Lessor is amenable to the termination of the Lease. NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee hereby agree as follows: Lessee does hereby surrender the Leased Premises and quits and offers to terminate that certain Lease dated on or about January 8, 2004, by and between Lessor and Lessee. 2. Lessor hereby accepts the surrender of the Leased Premises and the termination of the Lease, for all intents and purposes, and consequently, the Lease is hereby terminated effective as of the effective date hereof. 3. Lessor and Lessee hereby agree to cooperate fully and utilize all reasonable efforts to carry out the purpose and intent of this Termination of Lease Agreement. Each party agrees to take such future actions and execute such additional documents as may be required or appropriate to give full force and affect to this Agreement. LEDA Agreement Page 15 of 18 Dated this day of )2007. CITY OF LUBBOCK DAVID A. MILLER, MAYOR OR AUTHORIZED DELEGEE ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: Loomis City Manager/Transportation and Public Works Rob on Assistant City Manager/Development Services APPROVED AS TO FORM: Richard K. Casner First Assistant City Attorney LEDA Agreement Page 16 of 18 THE STATE OF TEXAS § COUNTY LUBBOCK This instrument was acknowledged before me on the day of , 2007, by David A. Miller, Mayor of the City of Lubbock, Texas, [or authorized delegee] a home rule municipal corporation. Notary Public, State of Texas My commission expires: MARKET LUBBOCK ECONMIC DEVELOPMENT CORPORATION, A Texas not -for -profit corporation B Name: Title: ATTEST: / _ 9 THE STATE OF TEXAS COUNTY LUBBOCK This instrument was acknowledged before me on the /A(aly oiock , 2007, by /✓ of Market Lub Economic Development Corporation, a Texas not -for -profit corporation. 1 Y a IJWDA M. DAVIS rri p SW&dToo 10 Cojv i EVWjA A-5-0Q Notary Public, State of Texas My commission expires: -4-1 q LEDA Agreement Page 17 of 18 Resolution No. 2007-RO294 Exhibit "E" to Agreement [Attached] PrapooY Resolution No, 2007—RO294 LYDICK-HOOKS ROOFING COMPANY OF LUBBOCK, INC. —SINCE 1891- 1924 Clovis Road Phone: (806) 765-5577 P.O. Box 2605 Lubbock, TX 79415 Fax: (806) 765-5581 Lubbock, TX 7940a (7 0 PROPOSAL. SLJBMLLIED TO PHONE FAX DATE 1 Market Lubbock, Inc 806.749.4500 806.749.4501 STREEr l JOB NAME Airport Warehouse Roof Coatin —Han20-B CCrl STATE AND ZIP Lubbock, TX 79401 JOB LOCATION I27 & Regis Street Lubbock, TX ATreMON DAZE OF PLANS S[ZE Gary Lawrence "REVISED PROPOSAL' WE HEREBY SUBMIT SPECIFICATIONS AND ESTIMATES FOR THE FOLLOWING: Roof Coating Specifications: 1. Tighten and/or replace existing fasteners. 2. Pressure wash roof. 3. Coat all screw heads with GAF TOPCOAT Flashing Grade. 4. Treat horizontal panel seams with wide band of GAF TOPCOAT Liquid Fabric Flashing Grade. 5. Treat vertical panel seams with wide band of GAF TOPCOAT Flashing Grade. 6. Treat all roof penetrations, skylights and rake edges with GAF TOPCOAT Flashing Grade. 7. Existing skylights to remain. 8. Spray apply base coat of GAF TOPCOAT Elastomeric Roofing Membrane over the entire roof surface. Color to be Gray 9. Spray apply finish coat of GAF TOPCOAT Elastomeric Roofing Membrane over the entire rqpf surface. Color to be White. 10. Upon completion, issue our 2-year written guarantee C* Notes: 1. The original contract was for the amount of $75,444.00. The price below acknowledges receipt of payment for $8,409.12 for work in place. ,i. r� 74,'6 pro'jw id Arpt4lljtowyb�.,� irrf�<r �tj,r s1 �ajn G �+r`• ��'"��~ O ACCEPT, SIGN AND RETURN ONE COPY •LSD ,PCr0�%L� WE APPRECIATE VERY MUCH THE OPPORTUNITY TO BID THIS WORK ACCOUNTS OVER 30 DAYS PAST DUE FROM DATE OF INVOICE WILL BE ASSESSED A LATE CHARGE OF 1 '/z% PER MON THIS PROPOSAL MAY BE WITHDRAWN BY US IF NOT ACCEPTED WITHIN 30 DAYS. 39e 3propoSe herebp to furnish material anb labor — complete in actarbance taith &babe Specifications, for the Sum of: Sixty seven thousand thirty four dollars and 88/100---------------------------------------------------$67,034.88+ tax Payment to be trade as follows: NET DUE UPON COMPLETION All material is guaranteed to be as specified All work to be completed in a workmanlike tp manner according to standard practices. Any alteration or deviation from above specifications involving extra costs will be executed only upon written order, and will become an extra charge Authorized over and above the estimate. All agreements contingent upon strikes, accidents or delays Signature beyond our control. Owner to carry fire, tomado and other necessary insurance. Our workers are fully covered by Workers' Compensation Insurance. Or an Wheatley Vice Preside %itteptance of rapaSa[ The above prices, specifications and conditions are satisfactory and are hereby accepted. $igna You are authorized to do the work specified. Payment will be made as outlined above. ? Signature '� ' Date of Acceptance: S- a D