HomeMy WebLinkAboutResolution - 2010-R0416 - Exchange Agreement For TX Dept. Of Public Safety - State Of Texas - 08/26/2010Resolution No. 2010-RO416
August 26, 2010
Item No. 6.7
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 an Exchange Agreement with the State
of Texas for the benefit of the Texas Department of Public Safety and all related
documents. Said Exchange 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 on August 26 , 2010.
TOM MARTIN, MAYOR
ATTEST:
Rebec a Garza�City Secretary
APPROVED P c TO CONTENT:
Rob Alison, Assistant jity Manager
Development Services
APPROVED AS TO FORM:
Linda L. Chamales,
Economic Development Attorney
LC: cityatt Linda Res -DPS Exchange Agreement
August 11. 2010
EXCHANGE AGREEMENT
I I IIS AGREhMENT is by and between the City of Lubbock, Texas, a Texas home -rule
municipal corporation (the "City'") and the State of Texas, by and through Jerry E.
Patterson, Commissioner of the Texas General Land Office, on behalf of the Texas
Department of Public Safety ("DPS"), an agency of the State of Texas, and the State of
1 exas for the use and benefit of DPS (the "State")
WITNESSETH
WHEREAS, the State owns certain property located at 1302 Mac Davis Lane,
1_uL-bock, "Texas (the "DPS Property");
`VI IEREAS, the City desires to own and/or otherwise utilize the DPS Property in
its efforts for economic development within the City;
WHEREAS, the City owns certain property, namely Lot 10 located in the
Lubbock Business Park (the "Business Park Property') which was deeded with modified
restrictive covenants to the City by Market Lubbock Economic Development Corporation
("MI -l"') by Special Warranty Deed dated August 26, 2010, for the purpose of
transferring this property to the State of Texas, [or the use and benefit of DPS;
WHEREAS, the DPS is in need of a lot in the Lubbock Business Park for the
construction of a new facility because the State has determined that the DPS Property is
not suitable for the purpose for which the grant to the State was originally made because
the DPS Propert} iq too small for the proposed new facility:
Cit) State Exchange Agreement Page I of 39
WHEREAS, by virtue of the authority set forth in the provisions of Subchapter C,
Section 31.065(c), Texas Natural Resources Code Ann., the State desires to exchange the
DPS Property with the City, in exchange for the Business Park Property, upon the terms
and conditions set forth below.
NOW THEREFORE, the City and State agree as follows:
I. Conveyance and other Obligations of City
In exchange for the grant of the DPS Property, as defined below, the City shall
perform the following:
Within thirty calendar days of the execution of this Exchange Agreement,
and subject to the terms and conditions of this Agreement, the City shall
convey the surface estate only, of that certain 14.54 acre tract of land,
more or less, referred to herein as the Business Park Property, as described
in Exhibit "A" attached hereto, to the State for the benefit of the DPS, by
Special Warranty Deed subject to the "Modified Protective Covenants As
to Lot 10, Lubbock Business Park Only," attached hereto as Exhibit "B" in
the form attached hereto as Exhibit "C".
rhe fair market value of the Business Park Property, as determined by appraisal, is nine
hundred fifty thousand and no one hundredths dollars ($950,000.00).
It is agreed by the parties that the fair market value of the Modification of the Lubbock
Business Park Protective Covenants for the Business Park Property as demonstrated by
the reduction in landscaping costs and the elimination of the perimeter concrete
City State Exchange Agreement Page 2 of 39
sidewalks, including the labor burden for the modifications, is one hundred and six
thousand, nine hundred and thirty-seven and no one hundredths dollars ($106,937.00).
2. As additional consideration, the City agrees to sign a lease substantially in the
form attached hereto as Exhibit "D" to lease -back the DPS Property to DPS
for a period of twenty-four months rent free, with the option to extend the
lease.
It is agreed by the parties that the fair market value of the twenty-four month lease for the
continued use of the DPS Property, at $7.00 per square foot, is approximately five
hundred thirty two thousand and no one hundredths dollars ($532,000.00).
3. As further consideration, the City agrees to directly pay the DPS contractor
(currently Lee Lewis Construction, Inc.) to extend the utilities from the
property line to the DPS facilities, at the City's cost, in accordance with the
applicable specifications for the facilities and under the oversight of the DPS
contractor for the facilities. The State of Texas, through the Texas Facilities
Commission, will contract with the DPS contractor to extend the utilities from
the property line to the DPS facilities for a cost not to exceed $76,000.00
without the City's consent, and will require the DPS contractor to bill the City
directly and to look exclusively to the City for payment for the deliverables
regarding the extension of the utility lines from the property line to the
facilities. All work shall be performed at the direction and for the benefit of
the State of Texas, and upon completion, said utility lines shall belong to the
State of Texas and the City shall not be responsible for maintenance thereof.
City State Exchange Agreement Page 3 of 39
It is agreed by the parties that the fair market value of funding the construction of City
water and sewer lines from the property line to the facilities is seventy-six thousand and
no one hundredths dollars ($76,000.00).
4. As further consideration, the City agrees, for additional aesthetic, safety, and
reliability, to construct the electrical utility lines in the right of way to this site
underground rather than overhead.
It is agreed by the parties that the fair market value of the benefit between the costs of
underground lines as opposed to overhead lines to the facilities is an increase of sixty-
eight thousand nine hundred seventy and no one hundredths dollars ($68,970.00).
Il. Conveyance Obligations of the State
In exchange for the grant of the Business Park Property to State, State shall
perform the following:
Within thirty days of the execution of this Exchange Agreement, and
subject to the terms and provisions of this Agreement, State shall convey,
or cause to be conveyed, to the City that certain 5.0 acre tract of land,
more or less, as described in Exhibit "E", attached hereto, by Deed
Without Warranty in the form attached hereto as Exhibit "F"
The fair market value of the DPS Property, as determined by appraisal, is one million
seven hundred thousand and no one hundredths dollars ($1,700,000.00).
In addition to trade fixtures and personal property, the following are reserved by the
State: 1) an approximately 12,000 -gallon gasoline underground storage tank north of the
fueling canopy; 2) an approximately 4,000 -gallon diesel underground storage tank west
of the fueling canopy; 3) the vehicle lift, Rotary Lift Model #SM122, in the Motor
City State Exchange Agreement Page 4 of 39
Vehicle Theft building; 4) explosive material container, Safety Storage Model #1206SE,
with approximate dimensions of 60" by 129;" 5) shelter with approximate dimensions of
242" by 146"; and 6) the radio tower, along with the radio equipment building or pod
with the approximate dimensions of 96" by 168." It is agreed by the parties that the State
shall cause the gasoline and diesel underground storage tanks to be permanently
removed at the end of the lease of this property from the City in accordance with. the
requirements of the Texas Commission on Environmental Quality And any other state or
federal regulations. The State retains responsible party status and liability for cleanup of
contamination associated with any activities and facilities associated with State
operations on this property. Although the underground storage tanks are reserved by the
State, the State provides the following notice to the City, pursuant to the requirements in
30 'rt x.AnMIMCODE §334.9 (Supp. 2004) (Texas Commission on En,,ironmental
Quality): "The underground storage tanks which are included in this conveyance are
presumed to be regulated by the Texas Commission on Environmental Quality and may
be subject to certain registration, compliance self -certification, construction notification,
and other requirements found in Title 30 Texas Administrative Code, Chapter 334." It is
further agreed by the parties that at the end of the lease the radio tower will remain in
place and be conveyed to the city for no additional consideration.
III. Other Provisions and Terms
1. State and City agree to cooperate fully and utilize all reasonable efforts to
carry out the purpose and intent of this Agreement. Each party agrees to take
CityState Exchange Agreement Page 5 of 39
such future actions and execute such additional documents as may be required or
appropriate to give full force and effect to this Agreement.
2. If any default or performance of any covenant, condition, or term of this
Agreement is delayed by reason of war, civil commotion, act of God,
governmental restriction, regulation or interference, fire or other casualty, or any
other circumstances beyond State's or the City's control, then the duty to do or
perform a term, condition, or covenant, regardless of whether the circumstances
similar to those enumerated or not, is excused during the force majeure period.
3. Any action required or permitted to be taken by the City under this
Agreement except for the execution of the deed, is hereby delegated by the City
Council of the City to the City Manager or his/her designee. The City shall
provide written evidence satisfactory to the State that the Mayor, who is the
person executing the deed on behalf of the City has full right, power, and
authority to do so.
4. The parties acknowledge that the dollar amounts listed herein are only
estimates. However, both the State and the City acknowledge the receipt and
sufficiency, but not an excess, of good and valuable consideration for this
Exchange Agreement and the transactions included herein. Neither party will
seek additional consideration or a return of consideration if the actual items
involved in this exchange end up being less or more valuable. For example, the
State will not seek a reimbursement if DPS actually leases the DPS Property from
the Cit} for a term of less than two years (as long as the reduced term is not due to
the fault of the City or to the destruction or condemnation/taking of the DPS
City State Exchange Agreement Page 6 of 39
Property), and the City will not seek a reimbursement if the term of the lease is
more than two years (provided the DPS vacates the premises within sixty days of
occupying the new facility.).
5. Each Grantee is responsible for tiling the deed and paying the recording
fees for the deed for the property to which it is obtaining title. In addition, each
Grantee is responsible for paying for any Phase One Environmental performed on
the property to which it is obtaining title.
6. 'The provisions of this Exchange Agreement shall survive the closing of
the exchange of the DPS Property for the Business Park Property.
7. Each party's obligations are dependent on the other party's performance
under this Exchange Agreement.
8. In the event either party determines, in its sole discretion, prior to closing
that the property is unsuitable for its purposes for any reason or that the exchange
of the property is not in the best interest of that party, such party shall have the
right to terminate this Exchange Agreement by written notice to the other party.
Upon cancellation by either party, this Exchange Agreement becomes void with
no further obligation, rights, interests, duties, liabilities, and promises on the part
of either party.
9. 1 he parties shall close within 30 calendar days of the execution of this
Exchange Agreement.
10. Any notice, demand, or request permitted, required, or desired to be given
in connection with this Exchange Agreement shall be in writing and shall be
deemed effective if sent by a) hand delivery; b) United States Postal Service
City'State Exchange Agreement Page 7 of 39
certified or registered mail, return receipt requested. postage prepaid; or c)
private, receipted courier guaranteeing same-day or next -day delivery and
addressed as follows:
If to the State of Texas:
Texas Department of Public Safety
5805 North Lamar Boulevard
Austin, Texas 78752
Attention: Tavia Wendlandt,
Director of Facilities, Facilities Bureau
If to the City of Lubbock:
City Manager
City of Lubbock
P.O. Box 2000
Lubbock, Texas 79457
This Agreement is entered into and effective on this 26th day of
August , 2010.
CITY OF LUBBOCK
TT{OMMATIN, MAYOR
ATTEST:
City State Exchange Agreement Page 8 of 39
Rebe ca rarzrt, City Secretary
APPROVED �S Tn CONTENT:
Rob Alli n, Assisfarit-City Manager
Development Services
APPROVED AS TO FORM:
Linda Chamales
Economic Development Attorney
STATE OF TEXAS, by and through JERRY F. PATTERSON, COMMISSIONER OF
"I HE TEXAS GENERAL LAND OFFICE, on behalf of the TEXAS DEPAR MENT OF
PUBLIC SAFETY, an agency of the State of Texas, and the State of Texas for the use
;andbenefit of the Texas Depa nt of Public Safety
J RRY E. ATTERSON, COMMISSIONER.
\ 7 XAS NERAL LAND OFFICE
APPROVED:
Contents
Legal Services
Deputy Comm.
General Counsel
Chief Clerk
City State (✓change Agreement Page 9 of 39
EXHIBIT "A"
TO
EXCHANGE AGREEMENT
"Business Park Property" - 14.54 acre tract of land, more or less
HUGO REED AND ASSOCIATES, INC.
1501 AVENUE N / LUBBOCK, TEXAS 79401 1805-763-5642 / FAX 806-763.3891
TEXAS REGISTERED ENGINEERING FIRM F-760
TEXAS LICENSED SURVEYING FIRM 100676.00
AA 1101 11111IME]GM2Zs-7G
CIVIL ENGINEERS
METES AND BOUNDS DESCRIPTION of a 14.365 acre tract located in Section 7, Block A, Lubbock County
Texas, being further described as follows,
BEGINNING at a 1/2" iron rod with cap set in the West right-of-way line of North Martin Luther King, Jr.
Boulevard as described in Volume 1489, page 603 of the Deed Records of Lubbock County, Texas, for the
Southeast corner of this tract which bears S. 89"40'40" W. a distance of 63.05 feet and N 00"1920" W. a
distance of 1649.50 feet from the Southeast corner of Section 7, Block A Lubbock County, Texas;
THENCE S. 89°40'40" W. a distance of 762.91 feet to a 1/2" iron rod with cap set for the Southwest corner of
this tract:
THENCE N. 00°19'20" W. a distance of 666.24 feet to a 1/2" iron rod with cap set for a point of intersection
THENCE N. 03°29'31" E. a distance of 59.85 feet to a 1/2" iron rod with cap found in the South right-of-way line
of Lubbock Business Park Boulevard dedicated by plat recorded in County Clerk File Number 2009039502 of
the Official Public Records of Lubbock County, Texas, at the most Westerly Northwest corner of this tract;
THENCE N. 44°40'40" E., along said South right -of way line, a distance of 73.66 feet to a 1/2" iron rod with cap
set for the most Northerly Northwest corner of this tract;
THENCE N. 85'51 49" E. continuing along said South right-of-way line, a distance of 59.85 feel to a 1/2" iron
rod with cap set for a point of intersection:
THENCE N. 89`40'40" E., continuing along said South right-of-way line. a distance of 27.84 feet to a 1/2" iron
rod with cap set for a point of curvature;
THENCE Northeasterly, continuing along said South right-of-way line, around a curve to the left, said curve
having a radius of 308.50 feet, a central angle of 19°22'55", tangent lengths of 52.68 feet and a chord distance
of 103.86 feet to a 1/2" iron rod with cap set at a point of tangency;
THENCE N. 70" t7'45" E., continuing along said South right-of-way line, a distance of 254.46 feet to a 1/2" iron
rod with cap set for the Northwesl corner of Tract M6, Lubbock Business Park, an Addition to the City of
Lubbock, Lubbock County, Texas, according to the map, plat and/or dedication deed thereof recorded in County
Clerk File Number 2009039502 of the Official Public Records of Lubbock County, Texas and a corner of this
tract;
THENCE S. 19 42'15" E.. along the Western boundary of said Tract M6, a distance of 50.00 feet to a 1/2" iron
rod with cap found at the most Westerly Southwest corner of said Tract M6 and a corner of this tract:
THENCE N 70 17'45' E., along the Southern boundary of said Tract M6, a distance of 90.13 feet to a 1/2" iron
rod found at a point of curvature;
THENCE Northeasterly, continuing along the Southern boundary of said Tract M6, around a curve it: he right,
said curve having a radius of 203.23 feet, a central angle of 19 16'34" tangent lengths of 34.51 feet and a chord
distance of 68.05 feet to a 1/2" iron rod with cap set for a point of tangency;
THENCE N. 89 34'19" E., continuing along the Southern boundary of said Tract M6. a distance of 21.21 feet to
a 1/2" iron rod with cap set for a corner of Tract M6 and a corner of this tract;
City/State Exchange Agreement Page 10 of 39
THENCE S. 45'25'41" E., along the Southern boundary of said Tract M6, a distance of 50.00 feet to a 1/2" iron
rod with cap set for a corner of said Tract M6 and a corner of this tract;
THENCE S. 00"25'41" E., along the Southern boundary of said Tract M6, a distance of 90.48 feet to a 1/2" iron
rod with cap found at the Most Southerly Southwest corner of Tract M6 and a corner of this tract;
THENCE N. 89 3419" E., along the Southern boundary of said Tract M6, a distance of 50.00 feet to a 1/2" iron
rod with cap set in the West right-of-way line of said North Martin Luther King, Jr. Boulevard, for the Southeast
corner of said Tract M6 and the Northeast corner of this tract;
THENCE S. 00°25'41' E , along said West right-of-way line, a distance of 752.58 feet to the Point of Beginning.
Contains: 625,727 square feet or 14.365 acres
Bearings are relative to the West right-of-way line of North Martin Luther King, Jr. Boulevard, being previously
recognized as S 00'25'41' E.
Surveyed on the ground.
June 14, 2010
Brent Carroll
Registered Professional
Land Surveyor No. 5410
State of Texas
City State Exchange Agreement Page I I of 39
EXHIBIT "B"
TO
EXCHANGE AGREEMENT
MODIFIED PROTECTIVE COVENANTS
LUBBOCK BUSINESS PARK
AS TO LOT 10, Lubbock Business Park Only
WHEREAS, the Lubbock Economic Development Alliance, Inc. ("LEDA") has
established the Lubbock Business Park ("LBP") and provided for protective
covenants recorded at Clerk's File Number 2007-031921 in the Official Public
Records of Lubbock County, Texas ("Protective Covenants") in order to provide
for orderly development of the LBP; and
WHEREAS, Lot # 10 in the LBP is being or has been conveyed to The City of
Lubbock for the benefit of the citizens of Lubbock to be utilized for public safety;
and
WHEREAS, The City of Lubbock has agreed to convey Lot # 10 in the LBP to the
State of Texas ("State") for the use and benefit of the Texas Department of
Public Safety ("DPS"); and
WHEREAS, the State cannot comply with the Protective Covenants as they are
currently written; and
WHEREAS, the owners of a majority of the acreage within the LBP find that it is
in the best interest of the LBP to have an office of the DPS located in the LBP;
and
WHEREAS, the benefits shall include, but not be limited to, DPS vehicles being
constantly visible on the roadways of the LBP as well as at the DPS facility; and
WHEREAS, pursuant to Section 8.02(a) of the Protective Covenants, the
Protective Covenants may be terminated, modified or amended by a vote of the
owners owning a majority of the acreage (exclusive of Common Areas) within the
LPB.
NOW, THEREFORE, PREMISES CONSIDERED, the Protective Covenants, as
they now exist and as subsequently amended, are hereby waived and replaced
with the following language regarding Lot #10 of the LBP only to the extent Lot
#10 is actually transferred to the State of Texas ("State")':
• The State, at its sole cost and expense, will comply with applicable
laws and regulations regarding any construction on Lot #10, as well as
' To the extent the State becomes the owner of Lot #10 for the use and benefit of the Texas
Department of Public Safety ("DPS"), the State will be acting by and through DPS to comply with
these Modified Protective Covenants, and DPS will be financially responsible for such
compliance.
City State Exchange Agreement Page 12 of 39
the maintenance and use of Lot #10 and any appurtenances on Lot
#10.
• The State, at its sole cost and expense, will maintain Lot #10 and any
appurtenances, in good condition, using Section 2.01 of the Protective
Covenants as a guide. However, the State retains discretion regarding
expenditure of state funds. In addition, the State will comply with
applicable statutory requirements, such as the xeriscape requirements
for new construction.
• The State will submit the following in triplicate to the LBP's
Architectural Review Committee ("Committee") for courtesy review and
comment only the State's plans and specifications for any
Improvements on Lot #10 at the 50% Construction Document Stage.
Once the State submits its plans and specifications to the Committee,
the Committee has thirty (30) calendar days to provide any comments
to the State. The State will consider any Committee comments when
implementing any Improvements; however, the State retains full
discretion regarding such Improvements. Regardless of any
comments the Committee provides to the State, the Committee is not
responsible for the safe and proper design and construction of any
Improvements on Lot #10. The word "Improvement" for the purposes
of these Modified Protective Covenants is defined as follows:
o All land preparation or excavation, landscaping, buildings,
structures, parking areas, fences, walls, hedges, mass
plantings, poles, driveways, ponds, lakes, swimming pools,
tennis courts, signs, glazing or reglazing of exterior windows,
and any other construction which affects the exterior color or
appearance of any building or structure.
o The term "Improvement" specifically includes both original
Improvements and all later changes or alterations. However,
the word "Improvement" does not include garden shrubs or tree
replacements or any other replacement or repair of any
magnitude which would be expensed in accounting practice and
which does not change exterior colors or appearances.
• The State will only use Lot #10 for statutorily authorized purposes. To
the extent the State owns Lot #10 for the use and benefit of DPS, DPS
will use the property for purposes authorized by Chapters 411 and 418
City State Exchange Agreement Page 13 of 39
of the Texas Government Code, as well as any purposes authorized by
other applicable law.
• Any and all of the rights, powers, and reservations of the Lubbock
Economic Development Alliance and its successors (including any
person or entity to which the Lubbock Economic Development Alliance
may assign its rights and duties under these Modified Protective
Covenants) ("Developer") contained in these Modified Protective
Covenants may be assigned by Developer to any person, corporation,
association or other entity which will assume any or all of the duties of
Developer under these Modified Protective Covenants. To be
effective, such assignment must be in writing and specifically refer to
the rights, powers, and reservations of the Developer hereunder which
are being assigned. Upon acceptance of such assignment by any
such person or entity, said assignee shall, to the extent of such
assignment, assume Developer's duties hereunder and shall have the
same rights and powers and be subject to the same obligations and
duties as are given to and assumed by Developer herein. Upon such
assignment, and to the extent thereof, Developer shall be relieved from
all duties hereunder from and after the date of such assignment. The
term "Developer," as used herein, includes all such assignees and their
heirs, successors, and assigns.
• The requirements contained in these Modified Protective Covenants
terminate on December 31, 2037. However, these Modified Protective
Covenants terminate earlier upon the occurrence of either of the
following: 1) if the Developer ceases to exist and has not made an
assignment of the rights, powers, and reservations of Developer
contained herein; or 2) the Developer, or the assignee of the
Developer's rights, powers, and reservations hereunder, files a written
notice in the recording office where the Protective Covenants or
Modified Protective Covenants are filed, stating that it has relinquished
its rights, powers, and reservations under the Protective Covenants or
the Modified Protective Covenants.
• All notices, approvals, or other communications required or permitted
to be given under these Modified Protective Covenants shall be in
writing and shall be considered as properly given or made: 1) on the
second day after being mailed from within the United States by first
class United States mail, certified mail, return receipt requested,
postage prepaid and addressed to the person to whom it is intended at
City State Exchange Agreement Page 14 of 39
the address of said person as set forth below, whether actually
received or not; or 2) when actually received by the person to whom it
is intended if given in any other manner. The mailing address for the
State of Texas shall be as follows: Director of Facilities, Facilities
Bureau, Texas Department of Public Safety, P.O. Box 4087, Austin, TX
78773-0255. The mailing address for the Developer shall be in care of
Lubbock Economic Development Alliance, Wells Fargo Center, 1500
Broadway, 6th Floor Lubbock, Texas 79401: Lubbock Business Park
Manager. The Developer or the State of Texas may change its
respective address by filing a written instruction in the recording office
where these Modified Protective Covenants are filed stating its new
address.
• No modifications to this language will be binding on the State of Texas,
unless the State of Texas agrees to such modifications.
• In the event of the following, Lot #10 will be bound by the Protective
Covenants recorded at Clerk's File Number 2007-031921 in the Official
Public Records of Lubbock County, Texas on a prospective basis only:
1) The State of Texas transfers Lot #10 to a third party; 2) the
Protective Covenants are still in existence at the time of such transfer;
and 3) the Protective Covenants are not waived for such third party.
So, such third party would not be bound by the Protective Covenants
for the original Improvements that the State implements; however,
such third party would be bound by the Protective Covenants for any
changes, alterations or new Improvements such third party intends to
implement on Lot #10, to the extent the Protective Covenants are still
in existence and to the extent such third party does not receive a
waiver for the Protective Covenants. This paragraph survives the
termination of these Modified Protective Covenants.
Executed on the date of each acknowledgment below.
LUBBOCK ECONOMIC
DEVELOPMENT
ALLIANCE, INC.
and Chief
By: John Osborne, President
Executive Officer
CityState Exchange Agreement Page 15 of 39
STATE OF TEXAS
COUNTY OF LUBBOCK
This instrument was acknowledged before me on the day of
2010, by John Osborne, Chief Executive Officer and President of Lubbock
Economic Development Alliance, Inc., d/b/a LEDA, a Texas non-profit
corporation on behalf of the corporation.
NOTARY PUBLIC, STATE OF
TEXAS
City State Exchange Agreement Page 16 of 39
OZARK AUTOMOTIVE
DISTRIBUTORS, INC.
STATE OF
COUNTY OF
This instrument was acknowledged before me on the day of
2010, by of Ozark Automotive
Distributors, Inc., a corporation, on behalf of the corporation.
NOTARY PUBLIC, STATE OF
City'State Exchange Agreement Page 17 of 39
RAH Lubbock, LLC
STATE OF
COUNTY OF
This instrument was acknowledged before me on the day of
2010, by ,
of RAH Lubbock, LLC, a limited liability company, on
behalf of said limited liability company.
NOTARY PUBLIC, STATE OF
CityState Exchange Agreement Page 18 of 39
STANDARD INTERNATIONAL,
L.L.C., a Texas limited liability
company
STATE OF TEXAS
COUNTY OF
This instrument was acknowledged before me on the day of
2010, by , of
STANDARD INTERNATIONAL, L.L.C., a Texas limited liability company, on
behalf of said limited liability company.
NOTARY PUBLIC, STATE OF
TEXAS
City State Exchange Agreement Page 19 of 39
STANDARD SALES COMPANY,
L.P., a Texas
limited partnership
STATE OF TEXAS
COUNTY OF
This instrument was acknowledged before me on the day of
2010, by ,
of STANDARD SALES COMPANY, L.P., a Texas limited
partnership, on behalf of said limited partnership.
NOTARY PUBLIC, STATE OF
City State Exchange Agreement Page 20 of 39
CELLCO PARTNERSHIP
D/B/A VERIZON WIRELESS
STATE OF
COUNTY OF
This instrument was acknowledged before me on the day of
2010, by , _
PARTNERSHIP D/B/A VERIZON WIRELESS,
of CELLCO
on behalf of said partnership.
NOTARY PUBLIC, STATE OF
City State Exchange Agreement Page 21 of 39
EXHIBIT "C"
TO
EXCHANGE AGREEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
Date: August _ , 2010
Grantor: City of Lubbock, a Texas home rule municipal corporation
Grantor's Mailing Address (including county):
P.O. Box 2000
Lubbock, Texas 79457
Grantee: the State of l'exas for the benefit of the Texas Department of Public Safety
Grantee's Mailing Address (including county):
5805 North Lamar Boulevard,
Austin, Texas 78752
Consideration: Ten and No/100 Dollar ($10.00) and other good and valuable
consideration
Property (including any improvements):
The SURFACE ONLY to all of Lot Ten (10), Lubbock Business Park, an
Addition to the City of Lubbock, Lubbock County, Texas, according to the map,
plat, and or dedication deed thereof recorded in Document No.
of the Official Public Records of Lubbock County, Texas.
Exceptions from Conveyance:
This conveyance is subject to all effective covenants, conditions, restrictions,
mineral reservations, oil, gas and mineral leases, rights-of-way and easements of record
in the records of the County Clerk of Lubbock County. Texas, and all of those visible or
apparent upon the ground, and in use.
City State Exchange Agreement Page 22 of 39
This conveyance is subject to the Surface Use Agreement in that certain Special
Warranty Deed from Lubbock Economic Development Alliance, Inc. d/b/a LEDA to
Grantee, dated August 25, 2010, which states- With the exception of any existing oil,
gas, or mineral leases, the Grantor, for the same consideration enumerated herein, agrees
that no well or other edifice shall ever be placed, drilled, or otherwise installed upon the
surface of the Property, without prejudice, however, to Grantor's retained mineral estate
interest, which includes the right to drill wells directionally for oil, gas or other minerals
below the surface of the Property regardless of where the directionally drilled wells, if
any, shall be bottomed, the right to execute unitization agreements permitting the
Property to be unitized with other lands upon which wells have been drilled for salt water
or other minerals and substances into the subsurface of the Property in such manner as
not to harm the surface of the Property; provided further, Grantor agrees that no oil, gas,
or minerals shall be harvested from the surface of the Property. This Surface Use
Agreement is a covenant running with the land and shall be binding on Grantor,
Grantor's successors, and Grantor's assigns.
THIS CONVEYANCE IS AN ARMS -LENGTH CONVEYANCE BETWEEN
THE PARTIES. THE CONVEYANCE WAS BARGAINED ON THE BASIS OF
AN AS IS, WHERE IS TRANSACTION AND REFLECTS THE AGREEMENT
OF I -HE PARTIES THAT THERE ARE NO REPRESENTATIONS,
DISCLOSURES, OR EXPRESS OR IMPLIED WARRANTIES, EXCEPT FOR
THI? SPECIAL WARRAN"t'Y OF TITLE TO THE REAL PROPERTY STATED
IN TI IIS.
EXCEP I- FOR THE SPECIAL WARRANTY OF TITLE TO THE REAL
PROPI,RIY STATED IN Ti IIS DEED, THE PROPERTY IS CONVEYED TO
GRANTEE IN AN AS IS, WHERE IS CONDITION, WITH ALL FAULTS.
ALL WARRANTIES ARE DISCLAIMED, EXCEPT THE SPECIAL
WARRANTY OF TITLE TO THE REAL PROPERTY IN THIS DEED.
GRANTEE SPECIFICALLY ACKNOWLEDGES THAT BY ACQUIRING
THE PROPERTY, GRANTEE IS NOT RELYING ON ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER,
EXPRESS OR IMPLIED, FROM GRANTOR.
Grantor, for the Consideration and subject to the Reservations from Conveyance
and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee
the Property, together with all and singular the rights and appurtenances thereto in any
way belonging. to have and hold it to Grantee and Grantee's successors and assigns
forever. Grantor binds Grantor and Grantor's successors and assigns, to warrant and
forever defend all and singular the Property to Grantee and Grantee's successors and
assigns, against every person whomsoever lawfully claiming or to claim the same or any
part thereof when the claim is by, through, or under Grantor but not otherwise, except as
to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty.
City State Exchange Agreement Page 23 of 39
Grantor shall be responsible for all ad valorem taxes and assessments on the
property for all periods prior to the execution of this deed. Grantor's ad valorem tax
liability survives the execution of this deed and includes any liability for rollback taxes, if
any.
When the context requires, singular nouns and pronouns include the plural.
EXECUTED the day of , 2010.
GRANTOR:
CITY OF LUBBOCK
TOM MARTIN, MAYOR
ATTEST:
Rebecca Garza, City Secretary
APPROVED AS TO CONTENT:
Rob Allison, Assistant City Manager
Development Services
APPROVED AS TO FORM:
Linda Chamales
Economic Development Attorney
THE STATE OF TEXAS §
COUNTY LUBBOCK §
This instrument was acknowledged before me on the day of
2010, by Tom Martin, Mayor of the City of Lubbock, Texas, a home rule municipal
corporation.
Notary Public, State of Texas
My commission expires:
City State Exchange Agreement Page 24 of 39
After recording, return to:
Tavia Wendlandt
Facilities
Texas Department of Public Safety
5805 North Lamar Boulevard
Austin, Texas 78752
City State Exchange Agreement Page 25 of 39
EXHIBIT "D"
TO
EXCHANGE AGREEMENT
LEASE
Basic Terms
Date: 2010
Landlord: CITY OF LUBBOCK, a ]'eras Home Rule Municipality
Landlord's Address:
CITY OF LUBBOCK
1625 13th Street
PO Box 2000
Lubbock, Texas 79457
Tenant/Lessee: TEXAS DEPARTMENT OF PUBLIC SAFETY, a Department of the State of Texas
Tenant's Address:
TEXAS DEPARTMENT OF PUBLIC SAFETY
1302 Mac Davis Lane
Lubbock, Texas 79401
Premises
Approximate square feet: 38,000 square feet (approximate)
Street address suite: 1302 Mac Davis Lane
City, state, zip: Lubbock. Texas 79401
Term (months): 24 Months; provided however that Lessee will not seek a
reimbursement if Lessee actually leases the Premises from the Lessor
for a term of less than two years (as long as the reduced term is not due
to the fault of the Landlord or to the destruction or
condemnationJaking of the Premises), and the Lessor will not seek a
reimbursement from the Lessee if the term of the lease is more than two
years, provided that Lessee shall vacate the Premises within sixty (60)
days of occupying the new Lubbock Regional DPS Facility.
Commencement Date: r 2010
Termination Date: 12012
Base Rent (monthly): $22,166.67
(Calculated as 38, 000 s. f (approx.) a S 7.00 per sf per year 12)
Total Rent: $532,000.00 (Calculated as Base Rent x 24 months)
City State Exchange Agreement Page 26 of 39
Permitted Use: Tenant shall use the premises as office space for the Lubbock
regional office for the Texas Department of Public Safety, including the
Lubbock Drivers License Office.
Definitions
"Landlord" means the City of Lubbock, "Texas and its agents, employees, invitees, licensees, or visitors.
"Tenant" means the Texas Department of Public Safety and its agents, contractors, employees, invitees,
licensees, or visitors.
"Rent" means Base Rent plus any other amounts of money payable by Tenant to Landlord.
"Lease" means this agreement and any attachments, addenda, exhibits and written modifications.
Clauses and Covenants
A. Tenant agrees to -
I. Lease the Premises for the entire "Term beginning on the Commencement Date and
ending on the Termination Date.
2. Accept the Premises in their present condition "AS 1S," the Premises being currently
suitable for the Permitted Use.
3. Obey (a) all applicable laws relating to the use, condition, and occupancy of the Premises
and Building and (b) any requirements imposed by utility companies serving or insurance companies
covering the Premises.
4. Pay the Base Rent to Landlord at Landlord's Address in accordance with the
Consideration Addendum.
5. Obtain and pay for all utility services used by Tenant.
6 Repair, replace, and maintain the Premises, including, without limitation, the roof,
foundation, and structural soundness of the exterior walls, such that the Premises are returned to Landlord
in the same condition as at the inception of this lease, normal wear and tear excepted.
7. Allow Landlord to enter the Premises to make inspections or repairs, subject to
reasonable prior notice to "Tenant. Regardless of whether Landlord's representative passes the Tenant's
criminal history background check and maintains a security clearance from Tenant, Landlord will not enter
secure areas of the Premises unless accompanied by Tenant. Tenant will not unreasonably deny access to
Landlord. However, Landlord's representative must either be accompanied by the Tenant's representative
on the Premises, or Landlord's representative must pass the 'Tenant's criminal history background check
and maintain a security clearance to enter the Premises.
8. Vacate the Premises on the last day of the Term.
B. Tenant agrees not to -
Use the Premises for any purpose other than the Permitted Use.
2. Create a nuisance.
3. Permit any waste.
City State Exchange Agreement Page 27 of 39
Use the Premises in any way that would increase insurance premiums or void insurance
on the Premises.
5. Unreasonably exclude the landlord from the Premises.
6. Alter the Premises without Landlord's written consent.
7. Allow a lien to be placed on the Premises.
8. Assign this lease or sublease any portion of the Premises without Landlord's written
consent.
C. Landlord agrees to -
I. Lease to Tenant the Premises for the entire Term beginning on the Commencement Date
and ending on the Termination Date.
2. Upon request, provide Lessee with sufficient information to allow Lessee to obtain a
criminal history for any officer, agent or employee of Lessor who will enter the Premises.
3. Permit the Lessee to maintain Lessee's existing radio communication tower on the
Premises during the term of this lease. Lessee agrees to convey the radio communication tower to the
Lessor upon conclusion of this lease without further consideration.
4. Permit the Lessee to maintain the following trade fixtures and personal property on the
Premises: I) 12,000 -gallon (approximate) gasoline underground storage tank north of the fueling canopy;
and 2) 4,000 -gallon (approximate) diesel underground storage tank west of the fueling canopy"; all of
which is maintained by the Lessee on the Premises at the time of the execution of this lease. Lessee shall
cause the gasoline and diesel underground storage tanks to be permanently removed at the end of the lease,
in accordance with the requirements of the "texas Commission on Environmental Quality, other state and
federal regulations, and within a reasonable time after the Lessee vacates the Premises upon conclusion of
this lease. The State retains responsible party status and liability for cleanup of contamination associated
with any activities and facilities associated with State operations on this property.
5. Permit the Lessee to maintain the following trade fixtures and personal property on the
Premises: 1) the vehicle lift, Rotary Lift Model #SM 122, in the Motor Vehicle Theft building, 2) explosive
material container, Safety Storage Model # 1206SE, with approximate dimensions of 60" by 129;" 3)
shelter with approximate dimensions of 242" by 146"; and 4) the radio equipment building or pod with the
approximate dimensions of 96" by 168."; all of which is maintained by the Lessee on the Premises at the
time of the execution of this lease. Lessee agrees to remove the above-described property and equipment,
within a reasonable time after the Lessee vacates the Premises upon conclusion of this lease.
D. Landlord agrees not to -
I . Interfere with Tenant's possession of the Premises as long as Tenant is not in default.
E. Landlord and Tenant agree to the following:
I. Alterations. Any physical additions or improvements to the Premises made by Tenant
will become the property of Landlord. Landlord may require that Tenant, at the end of the Tenn and at
Tenant's expense, remove any physical additions and improvements, repair an) alterations, and restore the
Premises to the condition existing at the Commencement Date. normal wear excepted.
2. Abatement. Tenant's covenant to pay Rent and Landlord's covenants are dependent.
City/State Exchange Agreement Page 28 of 39
3. Intentionally Left Blank.
4. Release of Claims/Subrogation. LANDLORD AND TENANT RELEASE EACH
OTHER FROM ALL CLAIMS OR LIABILITIES FOR DAMAGE TO THE PREMISES, DAMAGE TO
OR LOSS OF PERSONAL PROPERTY WITHIN THE PREMISES, AND LOSS OF BUSINESS OR
REVENUES THAT ARE COVERED BY THE RELEASING PARTY'S PROPERTY INSURANCE OR
THAT WOULD HAVE BEEN COVERED BY THE REQUIRED INSURANCE IF THE PARTY FAILS
TO MAINTAIN THE PROPERTY COVERAGES REQUIRED BY THIS LEASE. THE PARTY
INCURRING THE DAMAGE OR LOSS WILL BE RESPONSIBLE FOR ANY DEDUCTIBLE OR
SELF-INSURED RETENTION UNDER ITS PROPERTY INSURANCE. LANDLORD AND TENANT
WILL NOTIFY THE ISSUING PROPERTY INSURANCE COMPANIES OF THE RELEASE SET
FORTH IN THIS PARAGRAPH AND WILL HAVE THE PROPERTY INSURANCE POLICIES
ENDORSED, IF NECESSARY, TO PREVENT INVALIDATION OF COVERAGE. THIS RELEASE
WILL NOT APPLY 1F 11' INVALIDATES THE PROPERTY INSURANCECOVERAGE OF THE
RELEASING PARTY. THE RELEASE IN THIS PARAGRAPH WILL APPLY EVEN IF THE
DAMAGE OR LOSS IS CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE
OR STRICT LIABILITY OF THE RELEASED PARTY BUT WILL NOT APPLY TO THE
EXTENT THE DAMAGE OR LOSS IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE RELEASED PARTY.
Casualtyf/otal or Partial Destruction
a. if the Premises are damaged by casualty and can be restored within ninety days,
Landlord will, at its expense, restore the roof, foundation, and structural soundness of the
exterior walls of the Premises and any leasehold improvements within the Premises to
substantially the same condition that existed before the casualty and Tenant will, at its
expense, replace any of its damaged furniture, fixtures, and personal property and restore
any leasehold improvements that are within Tenant's Rebuilding Obligations. If
Landlord fails to complete the portion of the restoration for which Landlord is
responsible within ninety days from the date of written notification by Tenant to
Landlord of the casualty, "Tenant may terminate this lease by written notice to Landlord
before Landlord completes Landlord's restoration obligations.
b. If Landlord cannot complete the portion of the restoration for which Landlord is
responsible within ninety days, Landlord has an option to restore the Premises. if
Landlord chooses not to restore, this lease will terminate. If Landlord chooses to restore,
Landlord will notify Tenant in writing of the estimated time to restore and give Tenant an
option to terminate this lease by notifying Landlord in writing within ten days from
receipt of Landlord's estimate. if Tenant does not notify Landlord timely of Tenant's
election to terminate this lease, the lease will continue and Landlord will restore the
Premises as provided in a. above.
C. To the extent the Premises are untenantable after the casualty, the Rent will be
adjusted as may be fair and reasonable.
6. Condemnation Substantial or Partial Taking
a. If the Premises cannot be used for the purposes contemplated by this lease
because of condemnation or purchase in lieu of condemnation, this lease will terminate.
b. if there is a condemnation or purchase in lieu of condemnation and this lease is
not terminated, Landlord will, at Landlord's expense, restore the Premises, and the Rent
payable during the unexpired portion of the 1 erm will be adjusted as may be fair and
reasonable.
C. Tenant will have no claim to the condemnation award or proceeds in lieu of
condemnation.
City State Exchange Agreement Page 29 of 39
7. Default by Landlord/Events. Defaults by Landlord are failing to comply with any
provision of this lease within thirty days after written notice and a reasonable opportunity to cure.
8. Default by Landlord/Tenant's Remedies. Tenant's remedies for Landlord's default are to
terminate this lease.
9. Default by Tenant Events. Defaults by Tenant are failing to comply with any provision
of this lease within thirty days after written notice and a reasonable opportunity to cure.
10. Default by Tenant Landlord's Remedies. Landlord's remedies for Tenant's default are to
terminate this lease.
I I . Default Waiver Mitigation. It is not a waiver of default if the nondefaulting party fails to
declare immediately a default or delays in taking any action. Pursuit of any remedies set forth in this lease
does not preclude pursuit of other remedies in this lease or provided by applicable law. Landlord and
Tenant have a duty to mitigate damages.
12. Holdover. If 'Tenant does not vacate the Premises following termination of this lease,
Tenant will become a tenant at will and must vacate the Premises on receipt of notice from Landlord. No
holding over by 'Tenant, whether with or without the consent of Landlord, will extend the Term.
13. 91torney's Fees. If either party retains an attorney to enforce this lease, the party
prevailing in litigation is entitled to recover reasonable attorney's fees and other fees and court and other
costs, to the extent such party is already entitled to such fees and costs under applicable law.
14. Entire Agreement. This lease, together with the attached exhibits, is the entire agreement
of the parties, and there are no oral representations, warranties, agreements, or promises pertaining to this
lease or to any expressly mentioned exhibits not incorporated in writing in this lease.
15. Amendment of Lease. This lease may be amended only by an instrument in writing
signed by landlord and Tenant.
16. Limitation of Warranties. THERE ARE NO IMPLIED WARRANTIES OF
MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY OTHER KIND
ARISING OUT OF THIS LEASE, AND THERE ARE NO WARRANTIES THAT EXTEND BEYOND
THOSE EXPRESSLY STATED IN THIS LEASE.
17. Notices. Any notice required or permitted under this lease must be in writing. Any
notice required by this lease will be deemed to be delivered (whether actually received or not) when
deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested,
and addressed to the intended recipient at the address shown in this lease. Notice may also be given by
regular mail, personal delivery, courier delivery, facsimile transmission, email, or other commercially
reasonable means and will be effective when actually received. Any address for notice may be changed by
written notice delivered as provided herein.
18. 4bandoned Property. Landlord may retain, destroy, or dispose of any property left on
the Premises at the end of the Term and after final inspection by the Tenant.
19. Term and Funding. Landlord and Tenant mutually acknowledge, understand and agree
that they are both governmental entities, and therefore any funding for any obligation arising out of this
lease is contained in the annual budget for their respective bodies and that said funding is subject to the
approval of the respective governing bodies each fiscal year. The parties further mutually agree that should
the governing bodies of either party fail to approve a budget which includes sufficient funds for the
continuance of this lease, or otherwise fail to certify funds for any reason, then and upon the occurrence of
such event, this lease shall terminate and the parties shall then have no further obligation to each other.
City State Exchange Agreement Page 30 of 39
When the funds budgeted or certified during any fiscal year to discharge a party's obligations under this
lease are expended, the other party's sole and exclusive remedy shall be to terminate this lease.
20. Ventre and Applicable Law. This lease is subject to all present, future, applicable, and
valid statutes, laws, orders, rules, regulations and ordinances of the United States of America, the State of
Texas and the City of Lubbock, Texas, and any other regulatory body having jurisdiction. This lease 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, unless otherwise required by law. The parties mutually acknowledge,
understand and agree that no dispute may be submitted to binding arbitration. A dispute between the
parties may be submitted to non-binding mediation. Further, the parties do not agree to waive their right to
a jury trial
21. Public Information. This lease is public information, and its public disclosure is
governed by TFX. GOVT. CODL* ANN. Chapter 552 et seq., as amended (the "Texas Public Information
Act".)
22. No Indemnity. The parties mutually acknowledge, understand and agree that they shall
each be responsible for the acts, or failure to act, of their respective employees, agents or servants, provided
however, such responsibility shall be subject to the terms, provisions and limitations of the Constitution and
laws of the State of Texas, and particularly the TEXAS TORT CLAIMS Acr. To the extent that this lease, or
any provision of this lease, may be interpreted to imply that either party is obligated to indemnify the other,
or any third party, the same shall be of no force and effect.
23. No Third Parrs, Beneficiaries. This lease is entered solely by and between, and may be
enforced only by, the parties. Except as set forth above, this lease shall not be deemed to create any rights
in or obligations to any third parties.
24. No Personal Liabilit>>. Nothing in this lease 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 lease. Each
person involved in any way in the negotiation and execution of this lease is deemed to have acted solely in
the person's official capacity and no other capacity.
25. No Joint Venture. This lease is not intended to, and shall not be construed to, create any
joint venture between or among the parties.
26. BOTH PARTIES ENJOY SOVEREIGN IMMUNITY. THE PARTIES EXPRESSLY
AGREE THAT NO PROVISION OF THIS AGREEMENT IS IN ANY WAY INTENDED TO
CONSTITUTE A WAIVER BY EITHER PARTY OF ANY IMMUNITIES FROM SUIT OR LIABILITY
THAT THE PARTY MAY HAVE BY OPERATION OF LAW. THE PARTIES RETAIN ALL
GOVERNMENTAL IMMUNITIES.
27. Conflict with Law and Severability.To the extent any clause in this lease conflicts with
the applicable Texas and/or United States law(s) or regulation(s), such contract clause is void and
unenforceable. By executing a lease which contains the conflicting clause(s), Landlord and Tenant make
no representations or warranties regarding the enforceability of such clause(s) and Landlord and Tenant do
not waive the applicable Texas and/or United States law(s) or regulation(s) which conflict with the
clause(s). If one or more clauses in this lease, or the application of any clause to any party or circumstance,
is held invalid, unenforceable, or illegal in any respect by a final judgment or order from a court of
competent jurisdiction, the remainder of this lease and the application of the clause to other parties or
circumstances shall remain valid and in full force and effect.
FOR THE LANDLORD: CITY OF LUBBOCK,
a Texas Home Rule Municipality,
Cit) State Exchange Agreement Page 31 of 39
TOM MARTIN, MAYOR
ATTEST:
Rebecca Garza, City Secretary
APPROVED AS TO CONTENT:
Rob Allison, Assistant City Manager
APPROVED AS TO FORM:
John C. Grace, Assistant City Attorney
FOR THE TENAN F: TEXAS DEPARTMENT OF PUBLIC SAFETY,
a Department of the State of Texas,
S I -EVEN C. McCRAW, EXECUTIVE DIRECTOR, OR HIS DESIGNEE
City State Exchange Agreement Page 32 of 39
CONSIDERATION ADDENDUM
Landlord and Tenant acknowledge, understand and agree that this lease is entered into as a material part of
the Exchange Agreement entered into by and between the City of Lubbock and the State of Texas, acting
by and through the Texas General Land Office on behalf of the Texas Department of Public Safety, which
Exchange Agreement provides for an exchange of real properties between the parties. The total amount of
rent to be paid by the Texas Department of Public Safety (or by the State of Texas on behalf of the Texas
Department of Public Safety), in the amount of $532,000.00, will be credited against any difference in
value between the real property exchanged between the parties. The parties mutually acknowledge,
understand and agree that no money shall change hands between the parties under this lease.
FOR THE LANDLORD: CITY OF LUBBOCK,
a Texas Home Rule Municipality,
1 OM MARTIN, MAYOR
FOR I HE TENANT: TEXAS DEPARTMENT OF PUBLIC SAFE rY,
a Department of the State of Texas,
STEVEN C. McCRAW, EXECUTIVE DIRECTOR, OR HIS DESIGNEE
City.'State Exchange Agreement Page 33 of 39
EXHIBIT "E"
TO
EXCHANGE AGREEMENT
The surface only of Lot Two (2), Block One (1), Memorial Center
Addition to the City of Lubbock, Lubbock County, Texas, according to the
plat and dedication deed for Memorial Center Addition recorded in
Volume 1349, pages 521 through 525 of the Deed Records of Lubbock
County, Texas
Lot Two (2), Block One (1), Memorial Center Addition to the City of
Lubbock, Lubbock County, Texas, was conveyed by a Special Warranty
Deed dated June 29, 1973 by the City of Lubbock to the State of Texas for
the Benefit of the Texas Department of Public Safety and recorded in
Volume 1350, Pages 689 through 692, of the Deed Records of Lubbock
County, Texas
City State Exchange Agreement Page 34 of 39
EXHIBIT "F"
TO
EXCHANGE AGREEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY
INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL. SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER.
DEED WITHOUT WARRANI Y
STATE OF TEXAS
COUNTY OF LUBBOCK § KNOW ALL HIEN BY THESE PRESENTS
That the STATE OF TEXAS, by and through JERRY E. PATTERSON,
COMMISSIONER OF THE TEXAS GENERAL LAND OFFICE, on behalf of the
TEXAS DEPARTMENT OF PUBLIC SAFETY, an agency of the State of Texas, and
the State of Texas for the use and benefit of the Texas Department of Public Safety
(herein called '`Grantor"), by virtue of the authority set forth in the provisions of
Subchapter C, Section 31.065(c), Texas Natural Resources Code Ann., for and in
consideration of the sum of TEN AND NO/ 100 DOLLARS ($10.00), and other good and
valuable consideration provided to Grantor by the City of Lubbock (herein called
"Grantee"), P.O. Box 2000, Lubbock, Texas, the receipt and sufficiency of which are
hereby acknowledged and confessed, subject to the exceptions, herein, has GRANTED,
SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY,
unto Grantee the surface estate only of all the real property in Lubbock County, Texas
described on Exhibit "A", attached hereto, together with all the rights appurtenant to said
real property. and fixtures attached thereto or located thereon (the "Property")
City State Exchange Agreement Page 35 of 39
This conveyance is made subject to all valid and subsisting covenants, conditions,
reservations, restrictions, rights-of-way, easements, and leases, if any, that are valid, in
existence, and of record, or any visible and apparent upon the ground of the above-
described Property. All oil, gas, and other minerals, together with attendant development
rights, if any, are reserved by the Grantor. In addition to trade fixtures and personal
property, the following are reserved by the Grantor: 1) an approximately 12,000 -gallon
gasoline underground storage tank north of the fueling canopy; 2) an approximately
4,000 -gallon diesel underground storage tank west of the fueling canopy; 3) the vehicle
lift, Rotary Lift Model 4SM122, in the Motor Vehicle Theft building; 4) explosive
material container, Safety Storage Model #1206SE, with approximate dimensions of 60"
by 129;" 5) shelter with approximate dimensions of 242" by 146"; and 6) the radio
tower, along with the radio equipment building or pod with the approximate dimensions
of 96' by 168."
TO HAVE AND TO HOLD the Property, together with all buildings and other
improvements now located on said Property and together with all and singular the rights
and appurtenances to such Property, including any right, title or interest of Grantor to
adjacent strips, gores, streets, alleys or rights-of-way. if any, unto Grantee and Grantee's
successors and assigns forever.
Grantee herein named assumes liability and responsibility for an) and all ad valorem
taxes which may be assessed for the current year.
GRANTEE HAS FULLY INSPECTED THE ABOVE-DESCRIBED PROPERTY AND
City State Exchange Agreement Page 36 of 39
GRANTEE EXPRESSLY ACCEPTS THE PROPERTY AS IS. THIS DEED IS MADE
AND ACCEPTED WI'T'HOUT ANY WARRANTIES WHATSOEVER, EXPRESSED
OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES IN
SECTION 5.023, TEXAS PROPERTY CODE, AS NOW WRITTEN OR
HEREINAFTER AMENDED.
Witness my hand and seal of office effective this _ day of ,
2010.
STATE OF 7 EXAS, b� and through JERRY E. PAI 1 ERSON, COMMISSIONER OF
THE TEXAS GENERAL LAND OFFICE, on behalf of the TEXAS DEPARTMENT OF
PUBLIC SAFETY, an agency of the State of "Texas, and the State of Texas for the use
and benefit of the Texas Department of Public Safety
By:
JERRY I•. PATTERSON. COMMISSIONER.
'I EXAS G NFRAL LAND 01-FICE
APPROVED:
Contents
Legal Services
Deputy Comm. �T
General Counsel
Chief Clerk
ATTEST:
By:
Name:
Title:
THE STATE OE 'TEXAS
County of
This instrument was acknowledged before me on 5 2010, by
City State Exchange Agreement Page 37 of 39
Notary Public, State of Texas
My commission expires:
After recording, return to:
Dave Booher, Right of Way Agent
City of Lubbock
P.O. Box 2000
Lubbock, Texas 79457
City'State Exchange Agreement Page 38 of 39
EXHIBIT "A"
TO
DEED WITHOUT WARRANT Y
The surface only of Lot Two (2), Block One (1), Memorial Center
Addition to the City of Lubbock, Lubbock County, Texas, according to the
plat and dedication deed for Memorial Center Addition recorded in
Volume 1349, pages 521 through 525 of the Deed Records of Lubbock
County. Texas
I,ot Two (2), Block One (1), Memorial Center Addition to the City of
Lubbock, Lubbock County, Texas, was conveyed by a Special Warranty
Deed dated June 29, 1973 by the City of Lubbock to the State of Texas for
the Benefit of the Texas Department of Public Safety and recorded in
Volume 1350, Pages 689 through 692, of the Deed Records of Lubbock
County, Texas
City State Exchange Agreement Page 39 of 39
FIRST AMENDMENT TO EXCHANGE AGREEMENT
THIS FIRST AMENDMENT TO EXCHANGE AGREEMENT is by and between the City of
Lubbock, Texas, a Texas home -rule municipal corporation (City) and the State of Texas by and
through Jerry E. Patterson, Commissioner of the Texas General Land Office, on behalf of the
Texas Department of Public Safety (DPS) an agency of the State of Texas, and the State of Texas
for the use and benefit of DPS (the State) collectively called the Parties.
Whereas the Exchange Agreement by and between the Parties executed by the City of Lubbock
on August 26, 2010 and by the State of Texas on August 30, 2010 provided for a closing date 30
days after the date of the Exchange Agreement;
Whereas review of the historical real estate documents concerning the 14.54 acre tract of land
located in Section 7, Block A, Lubbock County Texas to be transferred to the State indicate
Section 7 Block A, is encumbered by a gas pipeline easement which is not clearly identified;
Whereas it is the intent of the Parties to identify the exact placement of the easement to determine
if its location will interfere with the intended use of the tract transferred to the State;
Whereas an extension of the time agreed in the Exchange Agreement is necessary to insure time
to make such determination;
Now therefore, the City and State agree as follows:
Article III paragraph 9 of the Exchange Agreement is amended to read:
9. The Parties shall close on or before October 11, 2010.
Except as amended herein all other provisions of the Exchange Agreement remain as originally
agreed by the Parties.
Dated the 28h day of September 2010.
State of Texas by and through Jerry E. Patterson Commissioner
of the Texas General Land Office on behalf of Texas Department
of Public Safety, an agency of the State of Texas and the State
of Texas for the use and benefit of the Texas Department of
Public Safety /1
� cc, - 4
E. Pa #erson Commissioner
Genkral Land Office
CITY OF L�W'e!);y
through its
duly autho ed 1___7
APPROVED:
Content:
Legal
Deputy
GenCounsel
Chief Clerk
SERVICE TITLE COMPANY
DEED 2010033890
4 PGS
GF#08064
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS
AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN
THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER,
DEED WITHOUT WARRANTY
STATE OF TEXAS §
COUNTY OF LUBBOCK § KNOW ALL MEN BY THESE PRESENTS
That the STATE OF TEXAS, by and through JERRY E. PATTERSON,
CONMSSIONER OF THE TEXAS GENERAL LAND OFFICE, on behalf of the
TEXAS DEPARTMENT OF PUBLIC SAFETY, an agency of the State of Texas, and
the State of Texas for the use and benefit of the Texas Department of Public Safety
(herein called "Grantor"), by virtue of the authority set forth in the provisions of
Subchapter C, Section 31.065(c), Texas Natural Resources Code Ann., for and in
consideration of the sum of TEN AND N0/100 DOLLARS ($10.00), and other good and
valuable consideration provided to Grantor by the City of Lubbock (herein called
"Grantee"), P.O. Box 2000, Lubbock, Texas, the receipt and sufficiency of which are
hereby acknowledged and confessed, subject to the exceptions, herein, has GRANTED,
SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY,
unto Grantee the surface estate only of all the real property in Lubbock County, Texas
described on Exhibit "A", attached hereto, together with all the rights appurtenant to said
real property, and fixtures attached thereto or located thereon (the "Property").
I
This conveyance is made subject to all valid and subsisting covenants, conditions,
reservations, restrictions, rights-of-way, easements, and leases, if any, that are valid, in
existence, and of record, or any visible and apparent upon the ground of the above-
described Property. All oil, gas, and other minerals, together with attendant development
rights, if any, are reserved by the Grantor. In addition to trade fixtures and personal
property, the following are reserved by the Grantor: 1) an approximately 12,000 -gallon
gasoline underground storage tank north of the fueling canopy; 2) an approximately
4,000 -gallon diesel underground storage tank west of the fueling canopy; 3) the vehicle
lift, Rotary Lift Model #SM122, in the Motor Vehicle Theft building; 4) explosive
material container, Safety Storage Model #1206SE, with approximate dimensions of 60"
by 129;" 5) shelter with approximate dimensions of 242" by 146"; 6) the radio tower,
along with the radio equipment building or pod with the approximate dimensions of 96"
by 168;" and 7) the incinerator.
TO HAVE AND TO HOLD the Property, together with all buildings and other
improvements now located on said Property and together with all and singular the rights
and appurtenances to such Property, including any right, title or interest of Grantor to
adjacent strips, gores, streets, alleys or rights-of-way, if any, unto Grantee and Grantee's
successors and assigns forever.
Grantee herein named assumes liability and responsibility for any and all ad valorem
taxes which may be assessed for the current year.
GRANTEE HAS FULLY INSPECTED THE ABOVE-DESCRIBED PROPERTY AND
GRANTEE EXPRESSLY ACCEPTS THE PROPERTY AS IS. THIS DEED IS MADE
AND ACCEPTED WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESSED
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OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES IN
SECTION 5.023, TEXAS PROPERTY CODE, AS NOW WRITTEN OR
HEREINAFTER AMENDED.
Witness my hand and seal of office effective this 11th day of October
2010.
STATE OF TEXAS, by and through JERRY E. PATTERSON, COMMISSIONER
OF THE TEXAS GENERAL LAND OFFICE, on behalf of the TEXAS
DEPARTMENT OF PUBLIC SAFETY, an agency of the State of Texas, and the
State of Texas for the use and benefit of the Texas Department of Public Safety
By: ,
PRRY E. PAtTERSON, COMMISSIONER,
TEXAS GENERAL LAND OFFICE
APPROVED:
Contents Ctvt
Legal Services Gv�--
Deputy Comm.
General Counsel 'I law
Chief Clerk
After recording, retupfto:
City of Lubb9ek
P.O. Box 2.000
Lubb�94Texas 79457
Attention: Dave Booher,
Right of Way Agent
3
(SEAL)
O O
D O D O O D O
OD D D D D D O
O O D O O O O O O O
EXHIBIT "A"
TO
DEED WITHOUT WARRANTY
The surface only of Lot Two (2), Block One (1), Memorial Center
Addition to the City of Lubbock, Lubbock County, Texas, according to the
plat and dedication deed for Memorial Center Addition recorded in
Volume 1349, pages 521 through 525 of the Deed Records of Lubbock
County, Texas
Lot Two (2), Block One (1), Memorial Center Addition to the City of
Lubbock, Lubbock County, Texas, was conveyed by a Special Warranty
Deed dated June 29, 1973 by the City of Lubbock to the State of Texas for
the Benefit of the Texas Department of Public Safety and recorded in
Volume 1350, Pages 689 through 692, of the Deed Records of Lubbock
County, Texas
FILED AND RECORDED
October 12, 2010 04:22:47 PM
FEE: $28.00
2010033890
4
OFFICIAL PUBLIC RECORDS
��'IIOF `o0
Kelly Pinion, County Clerk
Lubbock County TEXAS
October 12, 2010 04:22:47 PM
FEE: $28.00
2010033890
4