HomeMy WebLinkAboutPR 15008: MT. TAMALPAIS INVESTMENT CORP. - NEW AGREEMENTinteroffice
MEMORANDUM
To: Mayor, City Council, and City Manager
From: Mark Sokolow, City Attorney /'~„~ S~
Date: January 8, 2009
Subjecti P. R. No. 15008 - Council Meeting.of January 13, 2009
Attached is P. R. No. 15008 approving a new Agreement
between the City of Port Arthur and Mt. Tamalpais Investment Corp.
There will also be an Executive Session to discuss the value of
land that is being proposed to be leased.
- - _ ~
This was tabled at the December 30, 2008 Council Meeting.
MTS:gt
Attachment
cc: Al Fowler
~ Mt. Tamalpais Investment Corp.
z.pr1500 _memo3
f
P. R. No. 15008
12/03/08 gt
RESOLUTION NO.
A RESOLUTION APPROVING A NEW AGREEMENT
BETWEEN THE CITY OF PORT ARTHUR AND MT.
TAMALPAIS INVESTMENT CORP.
WHEREAS, pursuant to Resolution No. 07-501, the City entered
into an Agreement with Mt. Tamalpais Investment Corp.; and
WHEREAS, due to the recent hurricanes, Mt. Tamalpais
Investment Corp. has asked for an extension to the Agreement
between the City of Port Arthur and Mt. Tamalpais Investment Corp.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR:
Section 1. That the facts and opinions in the preamble
are true and correct.
Section 2. That the City Manager is authorized to execute
a new Agreement with Mt. Tamalpais Investment Corp. attached hereto
as Exhibit "A"
Section 3. That a copy of the caption of this Resolution
be spread upon the Minutes of the City Council.
READ, ADOPTED AND APPROVED on this day of
A.D., 2008, at a Meeting of the City Council of
the City of Port Arthur, by the following vote: AYES:
~z:: ~ J
z.pr15008
Mayor
Councilmembers
NOES:
ATTEST:
MAYOR
_~
TERRI HANKS, ACTING CITY SECRETARY
APPROVED AS TO FORM:
CITY ATTORNEY
APPROVED FOR ADMINISTRATION:
~/ ~~~
CI GER
z.pr15008
EXHIBIT KA"
AGREEMENT
WHEREAS, as delineated in Exhibit "A", Mt. Tamalpais
Investments Corp., A Nevada Limited Liability Corporation, owns
the building located at 440 Austin, Port Arthur, Texas (World
Trade Building), which has been vacant for over ten (10) years, __I
and is in need of rehabilitation; and -.-__
WHERAS, Mt. Tamalpais Investments Corp. has registered to
do business in the State of Texas, as required by Section 9.001
of the Business Organizations Code, and as noted in Exhibit "B";
and
WHEREAS, Mt. Tamalpais Investments Corp. is actively
planning to develop the property located at 440 Austin into
apartments and is in the process of engaging consultants,
architects, and contractors; and
WHEREAS, Mt. Tamalpais Investments Corp. has also indicated
that they have contracts with the owners of lots 19 to g4 22 in
Block 109 to demolish said buildings so that they can be used
for parking for the prospective apartment building at 440
Austin; and
WHEREAS, Mt. Tamalpais Investments Corp. has requested
assistance from the City of Port Arthur in providing suitable
additional locations for parking for residents of the renovated
facility at 440 Austin; and
z.development agreement fowlerl2.e
1
WHEREAS, the City of Port Arthur presently owns al 1, or a
part of the following lots.:
Parcel 1: Lots 13, 14, 15, 16, 17, and 18 of Block 109,
City of Port Arthur, in Jefferson County, Texas,
as the same appears upon the map or plat
thereof, on file and of record in Vol. 1 page
50, map records of Jefferson County, Texas.
Parcel 2: Lots 1, 2, 3;' 22, 23, 24, and a part of Lot 21 - _,
of Block 110 of the-City of Port Arthur, in
Jefferson County; Texas (official county map
book and volume description to follow), above
parcels are now vested by title in the name of
City of Port Arthur.
and
WHEREAS, the City makes no representations as to the
conditions of said Parcels 1 and 2, and Mt. Tamalpais
Investments Corp.-has inspected such property and accepts it "as
is"; and
WHEREAS, the City deems it in the public interest to
promote the development and revitalization of the downtown area;
and
WHEREAS, the City Council deems it in the public interest
to lease Parcels 1 and 2 to Mt. Tamalpais Investments Corp. to
be used for parking for the prospective residents, guests and
employees of the apartment building to be built at 440 Austin,
so long as Mt. Tamalpais Investments Corp. maintains its
property in downtown Port Arthur, in accordance with the Code of
z.development agreement_fowler12.8
z
,^
Ordinances and actively develops the building at 440 Austin to
an apartment building; and
NOW THEREFORE BE IT AGREED BY AND BETWEEN THE CITY OF PORT
ARTHIIR AND MT. TAMALPAIS INVESTMENTS CORP.:
Section 1. That the lessee shall have the option to
make a due diligence and feasibility study of the development _
and the right to cancel or proceed on or before Be^^~„~r2~OQ _
May 1, 2009. Upon written notice to the City Manager that the
lessee will proceed with the lease and is proceeding with the
development of the apartment project and has a construction
loan, the effective date of the lease will be the date that the
construction loan is recorded. Said effective date of the lease
cannot take place earlier than dr~~^r~~T~o April 1, 2009 and
not later than Bee^~r2~o May 1, 2009. The lease of
parcels 1 and 2 shall be "as is"
Section 2. That the term of the lease shall be for 25
years. Once the building is remodeled to an apartment complex
and a certificate of occupancy is issued therefore, the lessee
shall have the option to extend the lease for an additional 10
years.
Section 3. That Mt. Tamalpais Investments Corp. shall
take any and all actions to maintain Parcels 1 and _2, as well as
maintain its property at 440 Austin and comply with City
ordinances.
z.development agreement fow1er12.8 3
Section 4. That Mt. Tamalpais Investments Corp. shall
also take any and all actions to maintain Lots 19 to ~-4 22,
Block 109, once said property is owned by Mt. Tamalpais
Investments Corp.
Section 5. That Mt. Tamalpais Investments Corp. shall
only use Parcels l and 2 for parking facilities for the
prospective residents, guests and employees of the apartment.
building to be built at 440 Austin. Until parcel 1 is needed
for parking for the apartment complex to be built at 440 Austin,
Mt. Tamalpais Investments Corp. shall allow Mardi Gras of
Southeast Texas to use said Parcel 1 without charge during the
Mardi Gras event of no longer than 14 days per. year. During the
term of this lease, Mt. Tamalpais Investments Corp. shall also
allow Mardi Gras of Southeast Texas to use Parcel 2 without
charge during the Mardi Gras event of no longer than 14 days per
year. Mardi Gras of Southeast Texas shall be required to
provide liability insurance of at least $500,000 for said
parcels and shall maintain said parcels during their usage.
Said liability insurance to be provided by Mardi Gras of
Southeast Texas shall include the lessee and the City as
additional insured. If other uses of Parcels 1 and 2 are
requested, Mt. Tamalpais Investments Corp. shall request the
permission of the City.
z.development agreement_fowlerl2.e 4'
Section 6. That as to Parcels 1 and 2, Mt. Tamalpais
Investments Corp. shall indemnify the City of Port Arthur from
any and all causes of action or claims that are brought against
the City of Port Arthur or any of its agents as a result of any
conditions or defects of said property.
Section 7. That Mt. Tamalpais Investments Corp. shall
maintain liability insurance from an insurance company licensed
in the State of Texas on Parcels 1 and 2, with coverage of at
least $500,000, with the City of Port Arthur being listed as an
additional insured.
Section 8. That Mt. Tamalpais Investments Corp. shall
pay the City $200 per year, and shall also pay for any and all
taxes, if any, that are due on the property and on the leasehold
estate. Said lease payments shall commence on the effective
date of the lease and annually thereafter.
Section 9. That Mt. Tamalpais Investments Corp. will
commence remodeling the building by De^^~~2o9-o May 1, 2009
and it shall be completed by December 1, 2010, so that the
building will be ready for occupancy as apartments, with at
least 160 units by December 1, 2010 or such later date as
mutually agreed by the City and Mt. Tamalpais Investments Corp.
Section 10. That if Mt. Tamalpais Investments Corp.
violates any terms of this lease, the City can terminate this
lease with sixty (60) days notice
Nevertheless, except for the
__t ~
-. ~
z.development agreement fow1er12.8 - 5
maintenance of liability insurance and the payment of lease
payments and taxes, reasonable delay can be allowed if caused by
events or circumstances that are outside the control of Mt.
Tamalpais Investments Corp, which could not have been avoided by
reasonable due diligence. Also, Mt. Tamalpais Investments
Corp. will be allowed a reasonable period of time, to cure
defaults. Mt. Tamalpais Investments Corp. shall provide
periodic reports to the City Manager as to the status of the
development and the Council shall review the status of the
development on or about December 1, 2010. The City Council will
act in good faith to grant reasonable delays as requested by Mt.
Tamalpais Investments Corp
Section 11.
aY tC~~SGA.~e~1 cS, : F ..C !~-...~ f-.l I"1...~ D-..-.1~
Section 12. With 15 days notice to the City of Port
Arthur, Mt. Tamalpais Ihvestments Corp. shall be able to assign
this agreement to a third party so long as the third party
assumes all the obligations and liabilities in this agreement,
maintains liability insurance of at least $500,000 with the City
as an additional insured and the third party takes ownership of
the building at 440 Austin. So long as Mt. Tamalpais
Investments Corp is not in default, Mt. Tamalpais Investments
-' . ~
:_. ~
z.devel opment agreement fowler 12 .8 - 6
Corp. will be released from any further liability upon the
assumption of the lease by the third party.
Section 13. That the notice to the parties shall be sent
to the following addresses:
T0: CITY OF PORT ARTHIIR
-ATTN: Stephen Fitzgibbons
City Manager
444 Fourth Street
P. O: Box 1089
Port Arthur, TX 77641-1089
TO: MT. TAMALPAIS INVESTMENTS CORP.
ATTN: Albert H. Fowler ~
204 W. Spear St.
Carson City, NV 89.703
z.development agreemenf_fowlerl2.e ~
SIGNED AND AGREED TO on this the day of ,
2007.
MT. TAMALPAIS INVESTMENTS .CORP.
By:
(Printed Name)
SIGNED AND AGREED .TO on this the day of
2007.
CITY OF PORT ARTHIIR
By:
Stephen Fitzgibbons,
City Manager
v.development agreement_fowlerl2.e e
EXHIBIT "A"
~ ; .,
~ ~~>tD>HQ xxl;Qursreo o~~
Q
p ANDS!~d'~F~~'OADEb MAIL 7 0
~ bit. Tamalpais Investments Cor
~ 20t+ West Spear St „ Carson C1
Nevada (89703)
C7
(p (800) 837-4121
`~ ~~~~ °D 2~468~1~9g5
x1'~__t.:xy ' , '.:r P~. CI~..y,;-... jr~C.~3,•tV{!E'l •m-- Y
GRM'T DEl/D
.FOR VALUABLE GflNSIDERATION, receipt of which is hereby ack~nots-lodged, for ^yl o . 00 ,
World Trade Building, L.L.C„ A A`evada Limited Liability Company
Grgntor,
grants to
tit. Tamalpais Investments Corp „ L,L.C:, .P. Nevada
porat ton ,~~antec, the real pr>~paiy located in _
,T~f fertzOn _ County, Tcxt~s , dcsczibcd as follows:
,~
~I.
Limited Liability Cor-
Port Arthur city and
See attached Exhibit A, incorpoiafod by roference to this document.
Wor1d..Tra4e Building„ L.L.C.
CERTIT'ICATE OF
E. Burgess, Secre
OF NOTARY PUBLIC
STATE OF NEVADA,
~ '/
t On ~tl a ~ L ~~ 6 before me, .3»c~+~,a 4 C -p ~ sa/ , a notary public in and for
said County and State ,personally appearod ~ e personally hmown to me
{or proved to me on the basis of satisfactory evideilee) to be a person(s) whose narrte(s) is/arc subscritxd to fhe
within imsintment and acknowlodgod to me Chet helairahttey executed fire same in- his/her/their authorized
capecit}{ies}, end that by his/hcrltheis signatutt(a} on the itt6trutnent the pcraon(s), or the entity upon behalf of
which fire pt{swu{s), acted, cxxutcd tho instrument.
WIT`Nf3,SS my hand and official seal.
ate-. 9/29/99 p ~~
&~'6l`'Ig tJ4' NE~'YAbA ~ f u~.;~ ~1,,`~ ,,..,
,~ ~.
*, J
EXHIBIT A
-t
I ~
=?
~ For purposes to describe the legal deacription of real estate
O
~ O locRted in Port Arthur, Te>:as and is hereby made a-part of the Grant
C deefl documant of 'r~orld Trade Building, L.L.C. (seller} and tdt. Tam-.
-~ alpais Investments Corp.,L.L, Corporation (purchaser). -
n
~ ~ LEGAL DESCRIPTION OF L.4NDi
~ ~
H Lots N wnbered Seven, Eight, Nine, Ten,Elevon and Twelve (7,8,°,10,11 ~
~ 12) in Block Numbor Ono Hundred Thirty-one (131) of the City of Port
r* Arthur ,. Jefferson County, Teras, as the same appears upon the map. or
~ plat thereof, on ~i1e and of record in Vol. 1 page 50 plan Record r, of
~ Jefferson County, Texas
CD
rt
n
O
'~
v
CD
CD
-c
~
O
.[~. j~(~ ~a.'.
.
p , y"~•
~'l Ste{: a5~'<a!/Jl~
.
.
lV
~ O OFFICIAL -(1si.IC RLCOW6
~~ ~ .
~
f
]'
~G 21fE MW 14 f2:4~I m
~--~ UlLLIlItSS ~1.N -___..
~ CpROI-YN L. WIOItY COUNrv CLF.1K
~~,OH ~O(RtTY TCY.kS
I
~
_
~ ~[
+ rt
1 ~C
~x~zBZ~ «B„
C!EC-6-c'8~=~7 @1: cLF FRS i19:
arse;:; :°;',' i a
ae~;;~?~ ~ ~ t4
~~, ~7~~~~~~ `I
TO: 1415'?=: ~~:1 c4
204 ZUeQ~ S~caz Sri
~la~sc ~ i 4'08) 79~/- 6777
December ~~, 200j
Cit}/ of Port ?.rtLur
C!0 Cit., nttnrne~'
-P'r. f~'!ark 'I', Sokolo~••
Ue2r P~ar:K,
G~~ea~ ~. 72tr S~i7o3
fax - <408> 287- 7714
F'. 1
C ~j ~'fo 6-~S l~~b' ~D
In^iute:_ ::ith th`:s fa% i= the "Corti-i'icatc c~ Fi7.in~ of t'9t.
Tama7.oai~ Ir:vest~nen is Coro. in order anc_ ,.ith the authority to
transact. business in the :atete• of '^exas, under the classi'ic?tior~
of -. "Foreir{n For-rrofit.:;ornoration". I us' received this U~
pax, this mornin an~i 'the l~~rd copy is aei::e sent, but "ili ar-
_ _ve in aUo.it ;even pia;'; ;~~~ c,?? 7.. Tne effc-*ive ;late `or nur cor-
poratian tc '._nsact: huh-i.nes:;, according to this certi~icate, you
may notir,e _..r12-5-2! C~.
°'_eas~, cic~-fiver t..: ne ~~ur arr,reed an~i a~?prov<=d 1e~rse ~;reement.
I ,vil'.. be fir, Port Ar-:-h •.l r.aariy next v:eek.
'1'hH.r!1:8 ap:<'. 111, j:. Ti'T~ :~~r, ilr 'NO?'k an(1 ei"ort' _n Clitt In/~ i. }11S
deal topethf~^.
Sincerely,
Albert H. ~o~': Ler
OE~-6-cLC~~ 01:c1F FFliil9; ~L~ic'8rr719 TO:14C+59=t3ti1~9 ,^v`p -.
. .u uor cnnr in:m of cvoorwo ". ova "~•~+~
Corporations Section ); E Op PhiF Wilson
P.O.Baz 73697 T Scactury otSwic
A urtin, Tezru 75711-3ti97 ~~
x
V `
Of.(icc of tfte >'iecrctai-~r of Sfflfc
CT;TZTII?CCATIs Oh I`TLING
O~
ItTT'" 7:!LMI~LPAIS iNVES'IT~NTS CORP._
File i~ttunber: 500905997
~Che undcrsigtea, us Sr,crt;tury of 9(etc of texas, hctob)~ certifies Qtat an Application for Tt~~suntion for
O,c rbove uam~d Foreign F<, r-Pn,GI Corporation iD Gansaci husu~ess in this State hrs been meeivzd u~
(lus office atad }as hcxn fourd to c<;nlnnn to the aP7tlicnble provisions o,` law.
ACCORDINGLY, the unde-sigtrd, as Sccxe!ary of Slate, and by virtue of the authority vcs'ecd in :hc
sccretrrry by tan, hct>iby issues tJ1is certificate et~th;ncitt0 the authority of Ute entit}r to transact business in
thi; Stetc from and ttfier the effE~tivc d;te sho«'n below for the purpose or purposes set fottlt in the
application under ttu: ^~une of
`vfl. "I'.±MALI'AIS I\rVLSTl\4EN1'S CORP.
The issuaricc oCtlti-s curtiCicate dccs not nutborr~. ll~: uce of a n:.~e in.lhis state in violation e: ilia rishis
of anotJtcr under the fedctul Tnui~.;InrE: Act of 2 94 G, tJlc Texas tn:deniarJ: lea% the ,9ssumed Busirrss or
Professional Name .Act, nr the commo:; Itn.v.
DaT:.d: ]2/05/2007
F ffecti ve: 121Q i /2007
V 773WW'hi""J Wilson
Secretary of St.-tte
C'am a vivil rL~ a.a !hc N+(uncf at hr{n:/Mrow..enxstnte. (z tee/
Phone: (312) 463-5553 Fore: (S 12) 463-5709 Dia4 T-I-I fw Rclny Services
Ptepated by Delora9 Idaore TIO: 10308 Doannent: 195165646002
GEC:-n-c'f_9Ei7 [l:c'1F' FROta~ 4CC=:~Si~14 TU: 14Lr~9~.Z>=1124 F'.c
- 1Z/Ub/Z19197 119: Yb bl Y9 bd /`_~4b Ix tiUb r++ut nt, of
The +Siate of Texas
CuTOStinrt~Sccticn 1-Ct~~ Pi+mr 512-916-65Th:
I'.O. Dm 12G97 y Prtx: 512976-(lIF.
l.+ctirt Tc~xv 7&711-]G97 TTY (&OJ) 775-2989
- t4Rw.5n S.S la IF tX.uS
Office of dlc Secrotary ofStaie
i~ AX "I'RA?~T~MYT"f a~L Ivs;o7 za9:3c r-~a
r0: AIDcr~ A. 1'i+wlcr I~20v1: Texas Sccrclnry of Stntc -
Corp. D(vislon
co~Tr~A~~: n7I'r.~,~~uLPAls
Iti't'LST\TL~TS CORP.
I~A~. i 4Q~2N77`71a FAQ: (S 12) 4(r1-5709
F'HONb ! gll$i5'aG777 1`IIONL
Docnmenl 1V'nmhcc 19516564(111112
rntln• ~am~: ,~r. TA~~IAr.rAls rh~rLST;tii~n'zs corzP.
,it(ached is lh<~ cerlif~~(c cvidencJng tl:e filing of the shove
reScrenccd dnarmcnt. If there is any proble-m n'Ith the lransmssior.,
please ca{I 512-93(-G<lS. The original and s:up wptes ticlll Le
mnlfed per ~•or,r insin+cliors. Please alines = (0 7 Cosiness days filr
reccipL
TOTAL \C&IBr:R Ole PAGr;S 1T~'C[.(JI)iNG THIS COVLIZ S[ICli'C
2
Its7IF 4'OL; DO VO'l' RICJ:IVI~ ALL PAGES
PLL• ASr CALL AS SOON` AS POSSL131_T;®