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HomeMy WebLinkAboutResolution - 2007-R0436 - Warranty Deed - 1859 Management Partners LP - Conference Center - 09/13/2007Resolution No. 2007-80436 September 13, 2007 Item No. 6.9 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the City of Lubbock hereby accepts a Warranty Deed from 1859 Management Partners, LP, for that portion of Tract 7, Overton Park, City of Lubbock, Texas upon which the Conference Center will be located. Said Deed shall be filed in the Deed Records of Lubbock County. A copy of the deed 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 13th day of September , 2007. DAVID A. MIL ER, MAYOR ATTEST: LQ"C�"' - 3A Reb cca Garza, City Secretary 0 APPROVED AS TO CONTENT: �r Rob Al on, t Manager Development Services APPROVED AS TO FORM: Linda L. Chamales, Senior Attom-e Office Practice Section lc:cityatt/Linda/Res/Res-Deed-Conference Center property September 6, 2007 FILE AND FIETUFIN To Resolution No. 2007-80436 GMS September 13, 2007 Item No. 6.9 After filing return to: John C. Rutherford, Esq., Winstead PC, 5400 Renaissance Tower, 1201 Elm Street, Dallas, Texas 75270 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Warranty Deed Date: September 13, 2007 A m Grantor: 1859 Management Partners, LP, a Texas limited partnership ("Grantor"). M -0 0 V) Grantor's Mailing Address: 1859 Management Partners, LP N 2302 Postoffice Street, Suite 500 Galveston, Galveston County, Texas 77550 Grantee: CITY OF LUBBOCK, a Texas home rule municipal corporation located in Lubbock County, Texas ('"Grantee"). Grantee's Mailing Address: City of Lubbock P.O. Box 2000 Lubbock, Texas 79457 Consideration: Ten and no/100 Dollars ($10.00) and other valuable consideration. Property (including any improvements): A portion of Tract (7), Overton Park, an Addition to the City of Lubbock, Lubbock County, Texas according to the map, plat and/or dedication deed thereof, recorded in Instrument No. 2005021039 of the Official Public Records of Lubbock County, Texas, as more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "Property"). Exceptions to Conveyance and Warranty: 1. Permitted Exceptions. Any and all matters of record in the Real Property Records of Lubbock County, Texas, as of the date of the recording of this deed, but only to the extent such matters are valid, existing and, in fact, affect the Property. 2. Right of First Refusal to Purchase. During the term of that certain City Facilities Lease Agreement entered into as of September 13, 2007 by Grantor and Grantee (the "Lease"), Grantor has a right of first refusal to purchase the Property from Grantee upon the terms and conditions set forth therein. Upon the expiration of the Lease, Grantor and all subsequent owners of all or the majority Page 1 of 5 portion of that certain tract described on Exhibit B hereto and incorporated herein by reference (the "Hotel Tract"), shall have a right of first refusal to purchase the Property from Grantee and its successors and assigns upon the terms and conditions set forth on Exhibit C hereto and incorporated herein by reference. 3. Right of First Refusal to Manage. As described in the Lease, Grantor has the full and exclusive control of the management and operation of the Property as a public facility, subject to the terms and conditions established by the City of Lubbock in the Lease. In connection with such right, Grantor and 1859 Historic Hotels, Ltd., a Texas limited partnership have or will have entered into a Management Agreement (the "Management Agreement") for the professional management and operation of the conference or civic center to be constructed on the Property (the "Convention Center"). Upon the expiration of the Lease, Grantor and all subsequent owners of all or majority portion of the Hotel Tract shall have a right of first refusal with respect to providing such professional management services and operating the Conference Center, upon the terms and conditions set forth on Exhibit D hereto and incorporated herein by reference. 4. Use of Property. Notwithstanding the terms and provisions herein or in any of the other Exceptions to Conveyance and Warranty, Grantor hereby declares the Property shall only and exclusively be used for the operation of a conference or civic center as a public facility, subject to the terms and conditions established by the City of Lubbock in the Lease and purposes related thereto, including the operation of meeting and support space with appurtenant facilities and amenities (the "Use Restriction"). The Use Restriction shall run with the Property and shall be binding on Grantee and all parties, now and at any time hereafter, having or claiming any right, title or interest in the Property or any part thereof and their successors and assigns, regardless of the manner in which any such right, title or interest is or may be acquired. The Use Restriction shall inure to the benefit of, and shall only be enforceable by, Grantor and all subsequent owners of all or the majority portion of the Hotel Tract. 5. Access Easement. Grantor hereby reserves a perpetual, assignable and non-exclusive access easement over, on and across all constructed walkways, paths, drives and roads on the Property for its own benefit, for the benefit of its successor and assigns and for the benefit of all guests and invitees of the Hotel Tract for vehicular and pedestrian access between public rights-of-way and the Hotel Tract. As a material part of the Consideration for this Warranty Deed, Grantor and Grantee agree that Grantee is taking the Property "AS IS" with any and all latent and patent defects (other than environmental issues as described below) and that there is no warranty by Grantor that the Property has a particular financial value or is fit for a particular purpose. Grantee acknowledges and stipulates that Grantee is not relying on any representation, statement, or other assertion with respect to the Property condition but is relying on Grantee's examination of the Property. Grantee takes the Property with the express understanding and stipulation that there are no express or implied warranties. Grantor and Grantee agree that, as between Grantor and Grantee, the risk of liability or expense for environmental problems, arising prior to the expiration of the Lease term, is the sole responsibility of Grantor, regardless of whether the environmental problems were known or unknown on the date of this conveyance, Grantor indemnifies, holds harmless, and releases Grantee from liability for any latent defects and from any liability for environmental liabilities, losses, or damages affecting the Property, including liability under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), the Texas Solid Waste Disposal Act, or the Texas Water Code. Grantor indemnifies, holds harmless, and releases Grantee from any liability for environmental liability, losses, or damages affecting the Property, including without limitation, arising as the result of theories of products liability and strict liability, or under new laws or changes to existing laws enacted after the effective date of this Deed that would otherwise impose on Grantee in this type of transaction new liabilities for environmental problems affecting the Property. Grantor, for the Consideration and subject to 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 to 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, except as to the Exceptions to Conveyance and Warranty. When the context requires, singular nouns and pronouns include the plural. [The Remainder of this Page is Intentionally Left Blank] EXECUTED as of the date first written above. 1859 Management Partners, LP, a Texas limited partnership, By: 1859 Management Partners GP, LLC, a Texas limited liability cornnanv By: Name: Title: STATE OF TEXAS § COUNTY OF GALVESTON § by �LThis irume t was acknowledged before me on wo-U r _ ` "I , 2007, a_n {moi C , the Ill -k0- AQ of 1859 Management Partners GP, LLC, a Texas limited liability compan , the general partner of 1859 Management Partners, LP, a Texas limited partnership on behalf of said limited liability company and limited partnership. DEBORAH S. CLIFFORD (se Notary Public, State of Texas �7 T My Commission Expires 0 06-01-08 1 atke Notary Public, State ovrexas Page 4 of 5 After filing return to: John C. Rutherford, Esq., Winstead PC, 5400 Renaissance Tower, 1201 Elm Street, Dallas, Texas 75270 ATTEST: CITY OF LUBBOCK, T ) AS Rebe ca Garza, City Secreta David A. Mill r, Mayor APPRJOD;AS PTO CONTENT: Rob ant i y pager Deve opment Services APPROVED AS TO FORM: Linda L. Chamales, Senior Attorney Office Practice Section STATE OF TEXAS § COUNTY OF LUBBOCK § This i strument was acknowledged before me on _13 , 2007, bye _ , (l the Mal l n r of CELIN WEBB Nota P iic, State of Texas Nd" Public, Sta of Tam MY Comriseion EOU 03-01-1010 (seal) Page 5 of 5 EXHIBIT "A" TO WARRANTY DEED Land LOT 7-A METES AND BOUNDS DESCRIPTION OF A 1.356 ACRE TRACT OF LAND OUT OF TRACT SEVEN (7) TRACTS 7 AND 9, OVERTON PARK, AN ADDITION TO THE CITY OF LUBBOCK, LUBBOCK COUNTY, TEXAS, RECORDED IN COUNTY CLERK RECORDS P&D 2006021039 AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS; BEGINNING AT A 1/2" IRON ROD AND CAP SET IN THE EAST LINE OF AVENUE "X", FOR THE NORTHWEST AND BEGINNING CORNER OF THIS TRACT, WHENCE A 1/2" IRON ROD AND CAP FOUND, FOR THE NORTHWEST CORNER OF SAID TRACT 7, BEARS N00°06'57"W (PLAT CALL NOO°06'52"W), A DISTANCE OF 21.35 FEET; THENCE N89°53'08"E, A DISTANCE OF 192.07 FEET TO 1/2" IRON ROD AND CAP SET, FOR THE NORTHEAST CORNER OF THIS TRACT; THENCE S00006'52"E, A DISTANCE OF 378.66 FEET TO A 1/2" IRON ROD AND CAP SET, FOR A CORNER OF THIS TRACT;. THENCE S45000'00"E, A DISTANCE OF 17.53 FEET TO A 1/2" IRON ROD AND CAP SET, FOR A CORNER OF THIS TRACT; THENCE S44059'59"W, A DISTANCE OF 10.26 FEET TO A 1/2" IRON ROD AND CAP SET, FOR A CORNER OF THIS TRACT; THENCE N45°O6'53"W, A DISTANCE OF 203.09 FEET TO A 1/2" IRON ROD AND CAP SET, FOR A CORNER OF THIS TRACT; THENCE S44053'08"W, A DISTANCE OF 26.72 FEET TO A 1/2" IRON ROD AND CAP SET, FOR A CORNER OF THIS TRACT; THENCE N45006'52"W, A DISTANCE OF 19.70 FEET TO A 1/2" IRON ROD AND CAP SET FOR A CORNER OF THIS TRACT; THENCE S89053'08"W, A DIS'I'ANCE OF 20.73 FEET TO A 1/2" IRON ROD AND CAP SET IN THE WEST LINE OF SAID TRACT 7 AND IN THE EAST LINE OF SAID AVENUE "X", FOR A CORNER OF THIS TRACT; THENCE N00006'57"W (PLAT CALL NOO°06'52"W), ALONG THE WEST LINE OF SAID TRACT 7 AND THE EAST LINE OF SAID AVENUE "X", A DISTANCE OF 259.68 FEET TO THE PLACE OF BEGINNING. CONTAINING 1.356 ACRES MORE OR LESS BEARINGS RELATIVE TO PLAT OF RECORD P&D 2006021039 Exhibit A. Conference Center Property SORB' 54' 50' 50' 50' �5 4 3� 2 5O' 150 N ti 75' TR 3B 10° _ tea. 4TH STREET US 82 185.02' 50' 50' 50 50' 50' X12 11 1� 9 8 [19-J+S TR 9 574.98' 31' 2 sa m 0 X LU rn Z n > TR 7 � Q o � 292.19' MAC DAVIS LANE 337.75' 50' S0' 50' 60' 50` 50' 50' 50' 50' 50' 50' S0' Ap ,O 7 9j. 50' n12 11 10 9 8 7 6 5� 414 f 2 1 0 100 200 300 400 Survey Feet EXHIBIT "B" TO WARRANTY DEED Hotel Tract LOT7-B METES AND BOUNDS DESCRIPTION OF A 2.659 ACRE TRACT OF LAND OUT OF TRACT SEVEN (7), TRACTS 7 AND 9, OVERTON PARK, AN ADDITION TO THE CITY OF LUBBOCK, LUBBOCK COUNTY, TEXAS, RECORDED IN COUNTY CLERK RECORDS P&D 2006021039 AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS; BEGINNING AT A 1/2" IRON ROD AND CAP FOUND IN THE EAST LINE OF AVENUE "X", FOR THE NORTHWEST CORNER OF SAID TRACT 7 AND THE NORTHWEST AND BEGINNING CORNER OF THIS TRACT; THENCE N89051'46"E (PLAT CALL N89°52'58"E), A DISTANCE OF 333.04 FEET (PLAT CALL 332.96') TO 1/2" IRON ROD AND CAP FOUND, FOR THE NORTHEAST CORNER OF SAID TRACT 7 AND THE NORTHEAST CORNER OF THIS TRACT; THENCE S00006'52"E, A DISTANCE OF 526.85 FEET (PLAT CALL 526.71') TO A 1/2" IRON ROD AND CAP FOUND IN THE NORTH LINE OF MAC DAVIS LANE, FOR THE SOUTHEAST CORNER OF SAID TRACT 7 AND FOR THE SOUTHEAST CORNER OF THIS TRACT; THENCE S89051'30"W (PLAT CALL S89°52'12"W), ALONG THE SOUTH LINE OF SAID TRACT 7 AND THE NORTH LINE OF SAID MAC DAVIS LANE, A DISTANCE OF 305.72 FEET TO A 1/2" IRON ROD AND CAP FOUND, FOR THE P.C. OF A CURVE TO THE RIGHT AND FOR A CORNER OF THIS TRACT; THENCE NORTHWESTERLY, ALONG THE ARC OF SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 44.49 FEET TO A 1/2" IRON ROD AND CAP FOUND IN THE WEST LINE OF SAID TRACT 7 AND IN THE EAST LINE OF AVENUE "X", FOR THE P.T. OF SAID CURVE AND FOR A CORNER OF THIS TRACT, SAID CURVE HAVING A CENTRAL ANGLE OF 30020'42", A RADIUS OF 84.00 FEET AND A CHORD THAT BEARS N38°30'29"W, 43.97 FEET (PLAT CALL, CENTRAL ANGLE 30°19'21", CHORD BEARING N38°25'25"W, 43.94 FEET); THENCE N00006'57"W (PLAT CALL N00°06'52"W), ALONG THE WEST LINE OF SAID TRACT 7 AND THE EAST LINE OF SAID AVENUE "X", A DISTANCE OF 211.37 FEET TO A 1/2" IRON ROD AND CAP SET, FOR A CORNER OF THIS TRACT; THENCE N89053'08"E, A DISTANCE OF 20.73 FEET TO A 1/2" IRON ROD AND CAP SET, FOR A CORNER OF THIS TRACT; THENCE S45006'52"E, A DISTANCE OF 19.70 FEET TO A 1/2" IRON ROD AND CAP SET, FOR A CORNER OF THIS TRACT; THENCE N44053'08"E, A DISTANCE OF 26.72 FEET TO A 1/2" IRON ROD AND CAP SET, FOR A CORNER OF THIS TRACT; THENCE S45006'53"E, A DISTANCE OF 203.09 FEET TO A 112" IRON ROD AND CAP SET, FOR A CORNER OF THIS TRACT; THENCE N44059'59"E, A DISTANCE OF 10.26 FEET TO A 1/2" IRON ROD AND CAP SET, FOR A CORNER OF THIS TRACT; THENCE N45000'00"W, A DISTANCE OF 17.53 FEET TO A 1/2" IRON ROD AND CAP SET, FOR A CORNER OF THIS TRACT; THENCE N00°06'52", A DISTANCE OF 378.66 FEET TO A 1/2" IRON ROD AND CAP SET, FOR A CORNER OF THIS TRACT; THENCE S89053'08"W, A DISTANCE OF 192.07 FEET TO A 1/2" IRON ROD AND CAP SET, IN THE WEST LINE OF SAID TRACT 7 AND IN THE EAST LINE OF SAID AVENUE "X", FOR A CORNER OF THIS TRACT; THENCE N00°06'57"W (PLAT CALL N40°06'52"W), A DISTANCE OF 21.35 FEET TO THE PLACE OF BEGINNING. CONTAINING 2.659 ACRES MORE OR LESS BEARINGS RELATIVE TO PLAT OF RECORD P&D 2006021039 Exhibit B. Hotel Tract 4TH STREET US 82 50 50' S0 50' S0' 50' 50 S0 50 m 11 1 9 $ 3 2 1 50' 50- sa 12 1J� p t 1 50' . r r y 75' fZ1. .., ;•. ;•. 0 5Y Ahs 04 Nil. X LU m w O © 1 TR 7 m 75' a a + 292.19' (��` MAC DAVIS LANE 5o' M. 50' 50' 50' 50' 50' S0' 50' 50• sa s0' 50' ^12 11 10 5 8 7 6 5 4 3 2 t ry 0 100 200 300 400 Surrey Feet 50' Fxhihit C Right of First Refusal (Purchase of Property) Upon the expiration of the Lease, the sale and transfer of the Property by Grantee, if Grantee desires to sell or transfer all or a portion of the Property ("Offered Interest") or if Grantee has received an offer from a proposed buyer (a "Third Party Offer') with respect to the Offered Interest, shall be subject to the terms and conditions below: 1. Offer Notice. Grantee shall give written notice (the "Offer Notice") to Grantor of the terms, provisions and conditions under which Grantee desires to sell and transfer the Offered Interest. The Offer Notice shall include the following information: A. A description of the Offered Interest, B. A copy of the Third Party Offer and a copy of any agreed-upon form of contract of sale, if applicable; The delivery of the Offer Notice constitutes an offer (the "Offer'°) by Grantee to sell the Offered Interest to Grantor upon identical terms as that offered to Grantee by the Third Party Offer in accordance with the terms set forth herein. 2. Response from Grantor. A. Grantor shall have a period of thirty (30) days from the date of its receipt of the Offer Notice (this 30 -day period is referred to as the "Election Period") to elect to purchase all of the Offered Interest upon identical terms as that offered to Grantee by the Third Party Offer. B. If Grantor desires to purchase all of the Offered Interest, then prior to the end of the Election Period, Grantor must send a written notice of acceptance to Grantee (the "Election Notice"). Grantor's election to purchase the Offered Interest must be received by Grantee prior to the expiration of the Election Period Any purported acceptance made orally shall be ineffective, and any purported acceptance which varies the terms of the Offer shall be deemed a rejection thereof for all purposes. 3. Evaluation of Response. At the end of the Election Period, Grantee shall review the Election Notice and shall determine the right of Grantor to acquire the Offered Interest. A. First, Grantee shall determine if Grantor has elected to purchase the entire Offered Interest. If Grantor has elected to purchase the entire Offered Interest, then Grantor shall be obligated to purchase, and Grantee shall be obligated to sell, the Offered Interest in the manner set forth in herein. Exhibit C - Page 1 B. If Grantor has rejected the Offer, Grantee may proceed to execute a contract for the purchase of the Property with a proposed buyer based on the terms and conditions set forth in the Offer Notice. C. If Grantee has not completed a sale of the Offered Interest to a proposed buyer as described herein within six (6) months after the initial delivery of the Offer Notice was delivered to Grantor, then Grantee must again comply with the provisions described herein before Grantee may sell and transfer all or a part of the Property to the same or to a different proposed buyer. 4. If Grantor becomes obligated to purchase the Offered Interest, then Grantee and Grantor shall negotiate a definitive acquisition agreement in good faith upon identical terms as that offered to Grantee by the Third Party Offer as set forth in the Offer Notice. Closing of the transfer of the Offered Interest shall occur within 60 days after the expiration of the Election Period. If the closing occurs at any time from and after the end of the original term of the Lease, Grantee shall allow Grantor a credit against the purchase price equal to all rental payments previously made by Grantor to Grantee during the term(s) of the Lease. If the credits are more than the purchase price, Grantee will not be required to reimburse Grantor for excess rental payments. Exhibit C - Page 2 Exhibit D Right of First Refusal (Management of Property) Upon the expiration of the Lease, at any time from and after the end of the original term of the Lease, all agreements entered into for professional management and operation of the Convention Center (the "Management Services") shall be subject to the terms and conditions below: 1. Offer Notice. Grantee shall give written notice (the "Offer Notice") to Grantor of the terms, provisions and conditions under which Grantee desires to engage a third party for the provision of the Management Services (the "Offered Interest") or the terms, provisions and conditions for which a third party has offered to provide the Management Services to Grantee (the "Third Party Offer"). The Offer Notice shall include the following information: A. A description of the Offered Interest; B. A copy of the Third Party Offer and a copy of any agreed-upon form of agreement for the Management Services, if applicable; The delivery of the Offer Notice constitutes an offer (the "Management Offer") by Grantee to engage Grantor to provide the Management Services upon identical terms as that offered to Grantee by a Third Party Offer in accordance with the terms set forth herein. 2. Response from Grantor. A. Grantor shall have a period of thirty (30) days from the date of its receipt of the Offer Notice (this 30 -day period is referred to as the "Election Period") to elect to accept the Offered Interest upon identical terms as that offered to Grantee by the Third Party Offer. B. If Grantor desires to accept the Offered Interest, then prior to the end of the Election Period, Grantor must send a written notice of acceptance to Grantee (the "Election Notice"). Grantor's election to accept the Offered Interest must be received by Grantee prior to the expiration of the Election Period. Any purported acceptance made orally shall be ineffective, and any purported acceptance which varies the terms of the Management Offer shall be deemed a rejection thereof for all purposes. 3. Evaluation of Response. At the end of the Election Period, Grantee shall review the Election Notice and shall determine the right of Grantor to accept the Offered Interest. A. First, Grantee shall determine if Grantor has elected to accept Offered Interest. If Grantor has elected to accept the Offered Interest, then Grantor shall be obligated to provide, and Grantee shall be obligated to accept, the Management Services in the manner set forth herein. Exhibit D — Page 1 B_ If Grantor has rejected the Management Offer, Grantee may proceed to execute a management contract with a third party based on the terms and conditions set forth in the Offer Notice. G. If Grantee has not entered into an agreement for the provision of the Management Services by a third party as described herein within six (6) months after the initial delivery of the Offer Notice to Grantor, then Grantee must again comply with the provisions described herein before Grantee may engage the same or to a different third party to provide the Management Services. If Grantor becomes obligated to accept the Offered Interest, then Grantee and Grantor shall negotiate a definitive agreement for the provision of the Management Services in good faith upon identical terms as that offered to Grantee by the Third Party Offer as set forth in the Offer Notice. Execution of such agreement shall occur within 60 days after the expiration of the Election Period. Dallas 11508862014 9999973-1273 9/10/2007 FILED AND RECORDED r i A# OFFICIAL PUaLIC RECORDS ,. !t . * '�''4f Kelly Pinion, County Clerk Lubbock County TEXAS September 21, 2007 01:56:59 PM FEE: $63.00 2007038,952 Exhibit D — Page 2