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HomeMy WebLinkAboutResolution - 2005-R0502 - Agreement - Texland Petroleum LP, NELCDC - Oil And Gas Surface, Kings Dominion - 10/27/2005Resolution No. 2005-R0502 October 27, 2005 Item 5.12 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: 1. THAT the City Council of the City of Lubbock does hereby acknowledge that an Oil and Gas Surface Agreement, by and between the North and East Lubbock Community Development Corporation and Texland Petroleum, LP, regarding residential development at Kings Dominion is being negotiated. 2. THAT Mayor of the City of Lubbock BE and is hereby authorized and directed to execute the Grand Management Agreement between the City of Lubbock and the North and East Lubbock Community Development Corporation. 3. THE above-described Agreements are attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the Minutes of the City Council. Passed by the City Council this 27th day of October , 2005. -AZ MARC MC OUGAL, MAYOR ATTEST: Reb cca Garza, City Secretary QS APPROVED AS TO CONTENT: ti Rob Allison Director o Business Development APPROVED AS TO F f Aqfi- y L. Ss ss15t lty y gs/cedoes/res-Agrmnt North & East Lubb CD Corp&Texland Petro. =Oct. 20, 2005 CONI-ro h f-�T NO. 6451 GRANT MANAGEMENT AGREEMENT THIS AGREEMENT (the "Agreement") is entered into between the CITY OF LUBBOCK, TEXAS, a municipal corporation ("City") and NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORPORATION a Texas not-for-profit corporation (the "Corporation"). PREAMBLE Pursuant to Local Government Code §380.002, Vernon's Texas Codes Annotated, the City of Lubbock (hereinafter called "City") has determined that it wishes to contract with a Texas Non -Profit Corporation for the purpose of promoting economic development within the North and East areas of the City. The Corporation desires to contract with the City of Lubbock for grants of municipal funds for the purpose of promoting, assisting and enhancing economic development. ARTICLE I PROGRAMS AND ACTIVITIES; TERM 1.01. Delegation. City hereby delegates to Corporation, and Corporation hereby accepts, responsibility for creating, managing, operating and supervising programs and activities for the purpose of promoting, assisting and enhancing economic development within the North and East areas of the City: (1) Housing development: Increase housing supply, land assemblage, and site development. (2) Community economic development: Provide project oversight and generate economic activity in the area. 1.02. Governmental Requirements. The Corporation shall conduct its programs and activities in accordance with all applicable laws, rules, status and regulations of federal, state and local governments, including, without limitation, the provisions of Chapter 380 of the Local Government Code, as the same now exist or hereafter may be enacted and/or amended. 1.03. Term. This Agreement shall be for a term of one (1) year, beginning October 1, 2005 and ending September 30, 2006. 1.04. Professional Plannine Services Contract. The Corporation shall assume any and all remaining obligations for that certain contract by and between the City and Gould Evans Goodman Associates, L.C. dated September 26, 2003 (the "Consultant contract"). The Corporation shall timely pay any and all remaining invoices from said contract from the funds paid by City pursuant to this Agreement. GRANT MANAGEMENT AGREEMENT NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORP. ARTICLE II FISCAL MATTERS 2.01. Funding. City agrees to provide for programs for the public purposes of development and diversification of the economy of the North and East areas of the City, reduction of unemployment and underemployment and development and expansion of commerce in the North and East areas of the City. The City hereby finds that programs within the limits described above are within the scope of Section 380.002 of the Texas Local Government Code and the City hereby delegates to the governing body of the Corporation the authority to determine the priorities and funding of individual programs to the extent allowed by law and subject to a proper and complete accounting of any public funds expended. 2.02. Bud-2ets. The corporation shall prepare and submit to City a detailed annual budget in a form acceptable to City. City and Corporation contemplate that the budget shall be submitted in a form substantially identical to the form used by City's departments in its internal budgeting process, provided that such form may be varied by agreement of City and Corporation. Each budget shall be submitted to City in accordance with the City's budget calendar of the fiscal year to which the budget relates. The City shall notify Corporation of the budget calendar on or before May 31 st of each year and will give at least thirty (30) days notice of the budget due date. Upon receipt of Corporation's proposed budget, City shall review such budget and promptly notify Corporation of any changes and/or supplements to the proposed budget that the City believes are necessary. City and Corporation agree to work with one another and cooperate in good faith to address any such changes and/or supplements to the proposed budget. Following completion of any revisions to the proposed budget, City shall submit the proposed budget to the City Council for review and approval by the City Council in accordance with Chapter 102, Local Government Code, and Chapter 1, Article X, Paragraph 4, Lubbock City Charter. The City's final approval of the budget, including any further revisions thereto which may be required by the City Council, shall be in writing. 2.03. Grant Terms. (a) Grant Amount. The City shall fund to Corporation the amount of Sixty Two Thousand Five Hundred Dollars ($62,500.00) for the purposes stated in this Agreement for the first fiscal year quarter. The remainder of the grant amount shall be released to the Corporation upon the approval of the City Council of the City in the amount and increments as deemed appropriate in the sole discretion of the City Council. The total grant amount shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00). All such grant amounts distributed to the Corporation shall be subject to and administered in accordance with this Grant Management Agreement. GRANT MANAGEMENT AGREEMENT NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORP. 2 (b) Unexpended Funds. To the extent any unexpended funds shall remain at the end of a fiscal year, such unexpended funds are reappropriated to Corporation for use during the following fiscal year. Unless such unexpended funds already have been included in the approved budget for the following fiscal year or City and Corporation otherwise agree, Corporation shall determine the budget account or accounts in which such excess funds remain and the excess funds shall be added to the same account or accounts in the following budget in the same proportion. 2.04. Expenditures. Funds received by Corporation under the terms of this Agreement may be spent for day-to-day operations of the Corporation, supplies, salaries, office rental, travel expenses, expenses related to the preparation of business development incentives, for sums to be paid as incentives as a part of a program of grants and loans and other administrative costs, provided that no such revenues may be spent for the conduct an activity the primary purpose of which is not directly related to the purposes described in paragraph 1.01 above. Corporation shall not make any expenditures using funds provided hereunder unless such expenditures are incurred pursuant to the terms of a budget approved by City as provided in this Agreement. 2.05. Financial Reporting. Corporation shall maintain complete and accurate financial records of each expenditure of funds provided by City pursuant to the terms of this Agreement. All financial records of Corporation shall be maintained on an accrual basis, in accordance with the Government Accounting Standards Board rules and guidelines consistently applied. Within thirty (30) days following the end of each fiscal quarter, Corporation shall provide to City a written financial statement for such quarter showing all revenues received by Corporation from City with respect to such quarter and listing all expenditures of the Corporation during such fiscal quarter in carrying out its programs and services under this Agreement. In addition, Corporation shall submit to City a quarterly report showing all items related to Corporation's long term commitments to third parties. Corporation agrees to make all of its records available to City and, to the extent required by law, to other persons, provided that any inspection or review of Corporation's financial records shall be conducted only during Corporation's normal business hours at its offices. City, at its option, shall be entitled to have an audit of Corporation's financial records conducted by an auditor of City's choosing. Any deficiencies noted in audits conducted by City or the auditor of its choosing shall be fully corrected by Corporation within thirty (30) days after receipt of notice of such deficiencies. However, if the nature of the deficiency is such that both parties agree that the deficiency cannot be reasonably be cured in thirty (30) days due to economical, financial, or feasibility factors, then the parties shall agree upon a schedule and a plan to cure said deficiency. Corporation agrees to abide by any such agreed upon schedule and plan to cure. Additionally, City is aware of the fact that Corporation shall have a complete audit of its financial affairs conducted following the end of each fiscal year by Corporation's independent auditor, and Corporation agrees to provide City with a copy of any audit report furnished to Corporation. GRANT MANAGEMENT AGREEMENT NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORP. 3 2.06. Fiscal Year. For purposes of this Agreement, Corporation's fiscal year shall begin on October 1 of each calendar year and shall end on September 30 of the following calendar year. 2.07. Other Revenue. Nothing contained in this Agreement shall prohibit Corporation from obtaining funding for its programs and activities from other sources, including charitable contributions and grants from private foundations and governmental organizations. All funds received by Corporation pursuant to the terms of this Agreement shall be maintained in a segregated account and shall not be commingled with any other funds belonging to Corporation. No funds paid to Corporation pursuant to this Agreement shall be used for any purpose other than the purposes stated in Section 1.01 and 2.05 of this Agreement and, to the extent the Corporation incurs expenditures in connection with the programs and activities described in Section 1.01 which also benefit other programs and activities conducted by Corporation, such expenditures shall be allocated equitably among the various funding sources available to Corporation based upon the relative benefits of such expenditures to the various programs and activities conducted by Corporation. 2.08. Insurance. Corporation shall procure and carry, at its sole cost and expense during the term of this Agreement, insurance protection as hereinafter specified, in form and substance satisfactory to the City, carried with an insurance company authorized to transact business in the State of Texas, covering all foreseeable aspects and operations in connection with the activities contemplated under this Agreement. A Certificate of Insurance specifying each and all coverages shall be submitted to the City no later than thirty (30) days subsequent to the date of this agreement. Corporation shall provide to the City proof of the below -described insurance on or before fourteen (14) days prior to the expiration date of each expiring policy, and cause each required policy to require the insurer to (i) give notice to the City, as specified herein, of termination of any such policy sixty (60) days before such termination is to be effective; and (ii) contain a waiver of any and all of the insurers rights to subrogation that any such insurer or insurers may acquire by virtue of payment of any loss under such insurance. A. Crime insurance. Corporation shall have Crime Insurance in the amount of $250,000.00 that includes form A, employee dishonest coverage and form B, forgery or alteration coverage B. Surety Bond. The Director for the Corporation must maintain a surety bond in the amount of $250,000.00 naming himself or herself as the obligee and the City as the principal. ARTICLE III PERSONNEL 3.01. Personnel. Corporation shall set the qualifications for and shall hire any and all personnel Corporation deems necessary to discharge its responsibilities under the terms of this Agreement and shall have the authority to fix the compensation and other benefits payable to Corporation's employees. To the extent permitted by applicable law and provided City and GRANT MANAGEMENT AGREEMENT NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORP. 4 Corporation agree, Corporation may make provision for participation by its directors, officers and employees in various benefit programs offered by City to its employees. Corporation, in carrying on its programs and activities hereunder, shall be acting solely as an independent contractor and not as an agent or employee of City. All employees of Corporation shall have the sole right and authority to direct the time, place and manner in which its employees perform the tasks for which they are hired, and shall be solely responsible for all income tax withholding, benefits, unemployment compensation payments and other expenses associated with such employees. All contacts between City and Corporation personnel shall be coordinated through the President of Corporation's board of Directors or such other person or persons as the Corporation's Board of Directors may designate. ARTICLE IV OFFICES 4.01. The offices of the Corporation shall be those described in its Articles of Incorporation. ARTICLE V TERMINATION 5.01. Termination. This Agreement may be terminated only by the non -renewal of its term as provided in Section 1.03, by the mutual agreement of City and Corporation or by default by either City or Corporation as provided in Section 5.02. 5.02. Default. Neither party shall be deemed to be in default under the terms of this Agreement unless and until it has received written notice from the other party specifically describing any failure on its part to perform its duties and obligations hereunder and does not cure such failure within thirty (30) days following receipt of such written notice from the other party, provided, however, that in the event the nature of the failure is such that it reasonably cannot be cured within said thirty -day period, no default shall occur hereunder so long as the party failing to perform commences to cure such failure within said thirty -day period and thereafter diligently and in good faith prosecutes such cure to completion. Financial inability or delay shall not be deemed to be sufficient cause to extend the cure period, unless any failure to perform by Corporation results from City's failure to timely pay to Corporation funds in the amounts and at the times provided elsewhere in this Agreement. 5.03. _Remedies Upon Default. If an event of default shall occur under this Agreement, the non -defaulting party may terminate this Agreement upon written notice to the defaulting party and thereafter pursue such other remedies against the defaulting party as may be permitted by applicable law. Anything contained elsewhere in this Agreement to the contrary notwithstanding, however, no director, officer, employee or agent of either party to this Agreement shall be personally liable for any default by such party. GRANT MANAGEMENT AGREEMENT NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORP. 5 5.04. Procedure Upon Termination. If this Agreement shall terminate, whether by expiration of the term hereof or otherwise, Corporation, to the extent it may do so from available funds, promptly shall pay and discharge all outstanding liabilities incurred by Corporation during the term of this Agreement and thereafter shall pay and deliver to City all furniture, fixtures, equipment and other assets of Corporation which were purchased with funds provided by City hereunder and all unexpended funds provided by City which then are in Corporation's possession. All other assets of Corporation shall be disposed of in accordance with the provisions of Corporation's Articles of Incorporation and Bylaws. City shall assume and perform all outstanding contracts and obligations of Corporation to the extent such contracts and obligations may not be terminated by Corporation upon termination of this Agreement. ARTICLE VI MISCELLANEOUS 6.01. Entire A reement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modification or amendment of this Agreement shall be in writing and executed by both parties. 6.02. Applicable Law. This Agreement shall be construed and enforced in all respects in accordance with the laws of the State of Texas and the laws of the United States applicable to transactions in Texas. 6.03. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute but one and the same agreement. 6.04. Severability. If any provision of this Agreement or the application thereof to any person or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to persons or circumstances, other than those as to which it is determined invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and shall be enforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law. 6.05. Captions. The captions in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the scope or content of any of its provisions. 6.06. Notices. (a) Any notice, report, request or demand required, permitted or desired to be given under this Agreement (hereinafter collectively referred to as 'Notices') shall be in writing and shall be deemed to have been properly given or served when GRANT MANAGEMENT AGREEMENT NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORP. 6 mailed by registered or certified mail, return receipt requested or personally delivered to the respective party at the following addresses: If to Corporation: Executive Director North & East Lubbock Community Development Corporation P. 4. Box 3893 Lubbock, Texas 79452 If to City: City Manager City of Lubbock P. O. Box 2000 Lubbock, Texas 79457-0001 (b) Any addressee or name specified above may be changed by a Notice given by the addressee to the other party in accordance with Section 6.06(a) above. (c) All Notices shall be deemed effective as of the date of mailing or on the date of personal delivery, as appropriate. Any Notice to be given by and party hereto may be given by counsel for such party. 6.07. Interpretation. Whenever herein the singular number is used, the same shall include the plural, and vice versa, and the masculine gender shall include the feminine and neuter genders, and vice versa, as the context shall require. GRANT MANAGEMENT AGREEMENT NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORP. 7 6.08. Time. Time is of the essence to this Agreement and the obligations of the parties hereunder; provided, however, that if any date specified herein for performance of any duty, obligation or responsibility shall fall on a Saturday, Sunday or legal holiday for national banks doing business in Texas, the time for such performance shall be extended until the next day which is not a Saturday, Sunday or legal holiday for national banks doing business in Texas. EXECUTED this 27th day of October , 2005. ATTEST: RAcca Garza, Secretary APPROVED AS TO CONTENT: CITY: CITY OF LUBBOCK, TEXAS MAYOR CORPORATION: NORTH AND EAST LUBBOCK COMMUNITY DEVELOPMENT CORPORATION a Ro 11' n, irec Business Development APPROVED AS TO FORM: Amy L. Sims, istant City orney gs:cityatt/Amy/NE Lub Grant Mgmt Agent 05-06-1 Oct 20, 2005 GRANT MANAGEMENT AGREEMENT NORTH & EAST LUBBOCK COMMUNITY DEVELOPMENT CORP. 8