HomeMy WebLinkAboutResolution - 3842 - Assignment Of Rent To FAA Hanger, LIA - 03_26_1992Resolution No. 3842
March 26, 1992
Item #17
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 the limited purposes stated therein, an agreement
entitled "Assignment of Right To Receive Lease Payments and Agreement
Relating To Payments," which agreement directs the City to make lease
payments, due in accordance with that certain Lease and Sublease Agreement
between the City and G. Greenstreet, Inc., dated September 27, 1991, to a
third party all as more fully set forth in said agreement above described,
which agreement attached hereto shall be spread upon the minutes of the
Council and as spread upon the minutes of this Council shall constitute and
be a part of this Resolution as if fully copied herein in detail.
Passed by the City Council this 26th day of March , 1992.
. C. McMINW, WfOR
aneftte Lioya. city Secreta
APPROVED AS TO CONTENT:
ern Case, Director of Aviation
APPROVED AS TO FORM:
C
J&fin C. Ross, Jr., City Attorney
JCR:dw
agenda-D#2/LsePymt.Res
Resolution No. 3842
March 26, 1992
Item #17
ASSIGNMENT OF RIGHT TO RECEIVE LEASE PAYMENTS
AND AGREEMENT RELATING TO PAYMENTS
THIS AGREEMENT is made this 18th day of March, 1992, by G.
GREENSTREET, INC. and GARY GREENSTREET, TOM BROWN, DON DENTON, and
DAVID WOOD, as "Assignors", LUBBOCK NATIONAL BANK as "Assignee" and
is joined in by the CITY OF LUBBOCK, a municipal corporation as
"City".
Assignment of Lease Interest
1. FOR VALUE RECEIVED, Assignors grant, transfer, and assign
to Assignee, and Assignee's successors and assigns, all right,
title, and interest of Assignors to receive all payments for rental
to be paid by the City arising out of that certain Lease or those
certain Leases, with modifications, if any, described in "Schedule
All attached to this Assignment.
2. The lease or leases described in attached "Schedule All
cover premises located at the Lubbock International Airport and
more specifically described in the attached Exhibit "A" made a part
hereof the same as though copied herein in full, and include any
extensions of any such lease or leases and any guaranties of the
Lessee's obligations under any such lease or leases.
3. This Assignment is for the purpose of securing:
(a) Payment of one certain Real Estate Lien Note in the
original principal sum of $600,000.00 from Assignors to Assignee
dated March 18, 1992, which obligation is secured by a Deed of
Trust dated March 18, 1992.
(b) Payment of one certain Real Estate Lien Note in the
original principal sum of $600,000.00 from Assignors to any other
person that is secured by any mortgage, deed of trust, or lien of
any kind on the property described in Paragraph 2, above.
(c) Performance by Assignors of each obligation, covenant,
and agreement of Assignors contained in this Assignment or any
mortgage, deed of trust, or lien of any kind on the property
described in Paragraph 2, above.
Assignor's Rights and Duties
4. Assignee shall have the right to collect, but not more
than thirty (30) days prior to accrual, all rents, issues, and
profits from the premises and to retain, use, and enjoy the same,
except as noted in Paragraphs 11 and 17 herein and upon default by
Assignors, may collect more than thirty (30) days prior rent.
5. Assignors have, by this Assignment, immediately, totally,
and unconditionally transferred to Assignee all rights to receive
all payments for rental to be paid by the City arising out of the
lease listed in "Schedule All and subject to all the terms and
conditions of the lease listed in "Schedule All.
6. Assignors shall fully perform every condition and
covenant imposed on the lessor by any lease listed in "Schedule A".
7. Assignors and City shall give prompt notice to Assignee
of any Notice of Default by Assignors under any lease listed in
"Schedule All by providing Assignee with a complete copy of any such
Notice.
8. Assignors shall, at the sole cost and expense of
Assignors, enforce, short of termination of the lease, the
performance or observance of every covenant and condition of any
lease listed in "Schedule All by every lessee under every such
lease. Assignors shall not modify, waive, in any way alter the
terms of, terminate, or accept a surrender of any lease listed in
"Schedule All unless required to do so by the terms of a particular
lease.
9. At Assignors sole cost and expense, Assignors shall
appear in and defend any action growing out of or in any manner
connected with any lease listed in "Schedule All or the obligations
or liabilities of the lessor, any lessee, or any guarantor under
any such lease.
Payment of Lease Rental
10. Assignors request that City make and deliver all lease
payments on the Leases described on "Schedule All due to Assignors,
to Assignee at its place of business which is 4811 - 50th Street,
Lubbock, Lubbock County, Texas 79414.
11. Assignors understand and agree that checks received for
lease payments by Assignee will be deposited into an account at
Assignee in the name of Assignors. Assignors request that Assignee
open such an account for the purpose of facilitating payments.
Assignors authorize Assignee to endorse, negotiate and transfer all
checks received from City to the same extent they could do so for
themselves. From said account, all loan payments, or any other
amounts due under the deed of trust, security agreement, or other
loan agreements from Assignors to Assignee will be debited, and so
long as no default exists under the terms of the various loan
documents, then in that event, any excess in said account above the
amount required for loan payments will be available for
distribution to Assignors by presentation of a properly drawn check
or draft in accordance with signature cards in effect with Assignee
at the time of presentation of such check or draft.
12. Assignors acknowledge that this is a full and absolute
assignment of all rents due under the terms of the leases described
on "Schedule All and request that the full amount of all payments to
be made directly to Assignee in the form of checks representing the
City's obligation to pay each rent payment under the leases
described on "Schedule All.
2
13. This request relative to lease payments on the leases
described on "Schedule All shall remain in effect during the term of
the Real Estate Lien Note, including all extensions thereof, and so
long as any obligations owed to Assignee remain unpaid under the
terms of the above described Real Estate Lien Note or any renewals
and extensions thereof. Said Real Estate Lien Note is for an
initial term of five (5) years and subject to the terms of a
commitment letter from Assignee to Assignors dated January 7, 1992.
The Real Estate Lien Note is subject to renewal and extension for
two (2) additional five (5) year terms.
14. Further, Assignors hereby release and agree to indemnify
and hold harmless Assignee, its agents, officers, servants and
directors of and from any and all liability as a result of making
any payments of any excess proceeds above the amount of its note
payment to the extent such payments are made in accordance with a
properly authorized signature card on file with Assignee at the
time said payments are made.
Joinder by City
15. City joins in this Agreement for the sole purpose of
acknowledging the request for payment made herein and the
assignment of the right to receive lease payments, pursuant to the
terms and conditions of the Lease Agreements described on "Schedule
All by Assignors to Assignee. City agrees that all rental payments
due under the Leases described on "Schedule All which would
otherwise be due and payable to Assignors shall be paid in
accordance with the terms of this Agreement by making payment of
all such rental payments to Assignee. The City also does hereby
consent to the execution by Assignors of a deed of trust, security
agreement, financing statement and any other loan documents in
connection with the $600,000.00 Real Estate Lien Note described
above.
16. Assignors and Assignee do hereby release and agree to
indemnify and hold harmless the City, its City Council, and its
agents of and from any and all liability for payments of rent to be
received under the Leases described on "Schedule A", so long as
said rents are paid in accordance with the terms of this Agreement.
17. The Lease Agreements described on "Schedule All contain a
provision allowing the City to terminate said Lease and to make
prepayments of the Lease. In the event the City elects to so
terminate said Lease, then in that event, at the election of
Assignee, all remaining unpaid principal and any accrued interest
on the $600,000.00 Real Estate Lien Note described above shall
immediately become due and payable and all amounts received by
Assignors shall be applied to payment of the remaining balance due
on said note. Upon payment of the entire remaining balance of the
note, Assignors and Assignee will take all necessary action to
release any and all claims they may have against the property
covered by the Leases described on "Schedule All.
3
warranties
18. Assignors warrant that they:
(a) Have not executed any prior assignment of any rights
under any lease listed in "Schedule All.
(b) Have not done anything that might prevent Assignee from
or limit Assignee in operating under any of the provisions of this
Assignment.
(c) Have not accepted rent under any lease listed in
"Schedule All more than thirty (30) days in advance of its due date.
(d) Know of no present default by any lessee under any lease
listed in "Schedule All.
(e) Know that each lease is in full force and effect,
unmodified except as set forth in "Schedule All.
Indemnification
19. Assignee shall not be obligated to perform or discharge
any obligation under any lease by reason of this Assignment, and
Assignors hereby agree to indemnify Assignee against and hold it
harmless from all liability, loss, or damage that it may incur
under any lease or by reason of this Assignment. This indemnity
provision expressly includes, but is not limited to, any obligation
to defend and hold Assignee harmless from all claims and demands
that may be asserted against it by reason of any alleged
obligations or undertaking on its part to perform or discharge any
of the terms of any lease regardless of the merits of any asserted
claim or demand. Should Assignee incur any such liability, loss,
or damage under any lease, or under or by reason of this
Assignment, or in defense against any such claims or demands, the
amount of any such liability, loss, or damage, plus any costs,
expenses, and reasonable attorney's fees, together with interest on
these at six (6) percent per annum, shall be secured by this
Assignment unless Assignors shall immediately upon demand reimburse
Assignee the total sum due under this provision.
Election of Remedies
20. Simultaneously with the execution of this Assignment,
Assignors have executed a deed of trust, security agreement,
financing statement and other agreements relating to the Real
Estate Lien Note described above. Assignors agree that in the case
of default of payments of the note secured by these various
agreements or in the performance of the obligations contained in
these agreements, Assignee, at its option and without limiting or
affecting any rights or remedies conferred upon Assignee by said
agreements, may exercise any and/or all of the rights and remedies
4
conferred by said agreements, either concurrently or in the order
as it may determine in its sole discretion.
Successors and Assigns
21. This Assignment shall inure to the benefit of the
successors and assigns of Assignee and shall bind Assignors legal
representatives, successors, and assigns.
Notices
22. The parties agree that all notices, demands, or documents
that are required or permitted to be given or served under this
Assignment shall be in writing and shall be deemed given when sent
by certified mail addressed as follows:
Assignors: G. Greenstreet, Inc.
7606 University Avenue
Lubbock, Texas 79423
Gary Greenstreet, Tom Brown, Don Denton,
and David Wood
7606 University Avenue
Lubbock, Texas 79423
Assignee: Lubbock National Bank
Post Office Box 6100
Lubbock, Texas 79493
City: City of Lubbock
Post Office Box 2000
Lubbock, Texas 79457
Duration of Assignment
23. This Assignment shall become void and of no effect when
Assignors have paid in full all indebtedness to Assignee secured by
the Real Estate Lien Note and secured by the mortgage or deed of
trust referred to in Paragraph 3(a), above. At that time, Assignee
will execute documents prepared and presented to it by Assignors
for recording or filing to show full satisfaction or full release
of this Assignment as well as the mortgage or deed of trust
referred to in Paragraph 3(a) above.
Miscellaneous
24. This Agreement is executed in conjunction with other loan
documents of even date herewith and shall be construed in
accordance with said agreements.
25. In the event that attorney's fees or other costs are
incurred to secure performance of any of the obligations herein
provided for, or to establish damages for the breach thereof, or to
5
obtain any other appropriate relief, whether by way of prosecution
or defense, prevailing party shall be entitled to recover
reasonable attorney's fees and costs incurred therein.
26. This Agreement may be executed in one or more
counterparts for the convenience of the parties hereto, all of
which together shall constitute one and the same instrument.
27. This Agreement shall be governed by, and construed in
accordance with the laws of the State of Texas (without regard to
principles of conflict of laws), and this Agreement is performable
in Lubbock, Lubbock County, Texas.
28. This Agreement shall be binding on, and inure to the
benefit of the parties hereto and their respective representatives,
successors and permitted assigns, but neither this Agreement nor
any of the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto, whether by operation of law
or otherwise, without the prior written consent of the other
parties.
29. All exhibits attached hereto are incorporated herein by
reference.
30. All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine, neuter, singular or plural, as
the identity of the entities or persons referred may require.
31. In the event that any provision contained herein shall be
held to be invalid, illegal or unenforceable for any reason, such
invalidity, illegality or unenforceability shall not affect any
other provision hereof, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been
contained herein.
32. The recitals contained in this contract are not mere
recitations of fact, but are part of this Agreement.
The parties have duly executed this Assignment at Lubbock,
Texas, on March 18, 1992.
ASSIGNORS
G. GREENREET, INC.
By I;/% i /Z�J��,�
Gary Gr¢nstreet, Ptes
7606 University Avenue
Lubbock, Texas 79423
0
Don Denton
David Wood
7606 University Avenue
Lubbock, Texas 79423
ASSIGNEE
Lubbock National Bank
1
By
Dav d Harmon, Senior Vice President
Post Office Box 6100
Lubbock, Texas 79493
CITY
City of Lubbock, Texas
By
. C. McMi n, Mayor
ATTEST:
4Rante Boyd, City Secretary
Attachment: Schedule "A"
THE STATE OF TEXAS §
COUNTY OF LUBBOCK §
This instrument was acknowledged before me on the 18th day of
March, 1992, by Gary Greenstreet, President of G. Greenstreet,
Inc., a Texas corporation, on behalf of said corporation.
Notary Public, State of Texas
Place Seal, Printed Name
& Commission Expiration
wr.:o- ram•. �."'.'`2, ;:'� 'r•-'�
D
i
THE STATE OF TEXAS §
COUNTY OF LUBBOCK §
This instrument was acknowledged before me on the 18th day of
March, 1992, by Gary Greenstreet.
Place Seal, Printed Name
& Commission Expiration
Date Mere __� fj
.OW
Notary Public, State of Texas
N
THE STATE OF TEXAS S
COUNTY OF LUBBOCK S
This instrument was acknowledged before me on the 18th day of
March, 1992, by Tom Brown.
No ary Public, State of Texas
Place Seal, Printed Name
& Commission Expiration.
Date Here. /.;14 s
f�P7� GcJCX3� �'�
THE STATE OF TEXAS §
COUNTY OF LUBBOCK S
This instrument was acknowledged before me on the 18th day of
March, 1992, by Don Denton.
Place Seal, Printed Name
& Commission Exp ratj an.-,
.
Date .here t %"-'jq
' t
Notary Public, State of Texas
0j
THE STATE OF TEXAS §
COUNTY OF LUBBOCK §
This instrument was acknowledged before me on the 18th day of
March, 1992, by David Wood. ,
Notary Public, State of Texas
Place Seal, Printed Name
& Commission Expiration
Date Here:
THE STATE OF TEXAS §
COUNTY OF LUBBOCK §
This instrument was acknowledged before me on the 18th day of
March, 1992, by David Harmon, Senior Vice President of Lubbock
National Bank, a Texas corporation, on behalf of said corporation.
No iay Public, State of Texas
Place Seal, Printed Name
& Commission Expiration
Date Here:
z/zrr/y`
10
THE STATE OF TEXAS S
COUNTY OF LUBBOCK S
This instrument
March, 1992, by B. C.
,2(o'�/`
was acknowledged before me on the h day of
McMinn, as Mayor of the City of Lubbock.
6�2 �- 4 L4.
Nothrry Public, State of Texas
Place Seal, Printed Name
& Commission Expiration
Date
IV
FcG'iilf'1' PU6i.!�. SI+iP ol''(ex3s
� 4 Wly Comc^s .)r Exp,re;
if NOVEMBER 30, 1993
�/lll �-�lllflll./l
11
SCHEDULE "A"
All the Leasehold Estate as described in that one certain
Lease and Sublease Agreement entered into by and between the City
of Lubbock and G. Greenstreet, Inc., dated the 27th day of
September, 1991, and as amended by Amendment No. 1 to Lease and
Sublease Agreement dated January 27, 1992, and as amended by
Supplemental Agreement No. 1 dated February 13, 1992, covering the
following described tract of land, to -wit:
A 2.79 acre tract of land out of Section 28, Block A, Lubbock
County, Texas, and being more particularly described by metes
and bounds as follows, to -wit:
BEGINNING at a 1/211 iron rod, set for the Southwest and
beginning corner of this tract, whence the Southwest corner of
Section 24 bears South 00002100/1 East, 637.34 feet and South
89059130/1 West, 895.20 feet;
THENCE North, 347.50 feet to a 1/211 iron rod, set for the
Northwest corner of this tract;
THENCE East, 350.00 feet to a 1/211 iron rod, set for the
Northeast corner of this tract;
THENCE South, 347.50 feet to a 1/211 iron rod, set for the
Southeast corner of this tract;
THENCE West, 350.00 feet to the point of beginning.
Containing 2.79 acres.
JMe,J./vr/U:l m9n9trA9g/March 17, 1992
12
City of Lubbock
P.O. Box 2000
Lubbock, Texas 79457
BOB-767-2222
March 31, 1992
Jack McCutchin, Jr.
Attorney at Law
Crenshaw, Dupree & Milam
1500 Broadway
P.O. Box 1499
Lubbock, Texas 79408
Dear Jack:
Office of
The City Attorney
As per our telephone discussion earlier today, enclosed is the original and a copy of
Amendment No. 2 to the lease and sublease agreement entered into between the City of
Lubbock, Texas, and your client G. Greenstreet, Inc., along with a copy of the resolution to
be submitted to the City Council for approval.
If the amendment and resolution meet with your approval, I would appreciate your assistance
in obtaining signatures for the assignees and transferee listed on page 3 of the amendment.
As per your suggestion, I have faxed a courtesy copy of both the amendment and resolution to
Mr. Roger Key, attorney for the Lubbock National Bank, and ask him to notify me if he has
any problems with the documents.
Respectfully yours,
�"a �YjLa
Harold Willard
Assistant City Attorney
HW: da/MISC-D20/LTMCCrCN.doc