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HomeMy WebLinkAboutO-2007-299531 ORDINANCE NO. 2007 - AN ORDINANCE APPROVING AND AUTHORIZING A MUTUAL RELEASE AND SETTLEMENT AGREEMENT BETWEEN THE CITY OF LA PORTE AND 200 GARFIELD LLCy MAKING VARIOUS FINDINGS AND PROVISIONS RELATING TO THE SUBJECT] FINDING COMPLIANCE WITH THE OPEN MEETINGS LAWf AND PROVIDING AN EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE: Section 1. The City Council hereby approves and authorizes the contract, agreement, or other undertaking described in the title of this ordinance, a copy of which is on file in the office of the City Secretary. The Interim City Manager is hereby authorized to execute such document and all related documents on behalf of the City of La Porte. The City Secretary is hereby authorized to attest to all such signatures and to affix the seal of the City to all such documents. Section 2. The City Council officially finds, determines, recites, and declares that a sufficient written notice of the date, hour, place and subject of this meeting of the City Council was posted at a place convenient to the public at the City Hall of the City for the time required by law preceding this meeting, as required by the Open Meetings Law, Chapter 551, Texas Government Code; and that this meeting has been open to the public as required by law at all times during which this ordinance and the subject matter thereof has been discussed, considered and formally acted upon. The City Council further ratifies, approves and confirms such written notice and the contents and posting thereof. Section 3. This Ordinance shall be effective from and after its passage and approval, and it is so ordered. PASSED AND APPROVED, this d' day of 2007. C,TT,Y�OF LA PARTE By: Alton E. Porter, Mayor ATTEST: Martha A. Gillett City Secretary APPROVED: C ark T. Askins Assistant City Attorney MUTUAL RELEASE AND SETTLEMENT AGREEMENT This Mutual Release and Settlement Agreement (the "Agreement") is made and entered into as of `) , 2007, (the "Effective Date"), by and between: (i) the City of La Porte, Texas, ("La Porte"), a municipal corporation, on the one hand; and, (ii) 200 Garfield, LLC, a Texas limited liability company, ("Garfield"), on the other hand. La Porte and Garfield may be referred to herein individually as a "Party" and, collectively, as the "Parties". Recitals A.. A lawsuit (Cause No. 2006-15608) is pending between the parties in the 113th District Court, Harris County, Texas (the "lawsuit") B. Without admitting any liability or fault, the Parties have agreed to settle all disputes they have relating to the lawsuit or the facts underlying the lawsuit. The terms of the Agreement are as follows: 1. Within 21 days after execution of this Agreement 200 Garfield, LLC shall purchase from the City of La Porte all necessary demolition permits for the removal of all existing structural improvements ("old" apartment buildings) located on its real estate located at 200 Garfield Street in La Porte, Texas. If 200 Garfield, LLC should fail to purchase said demolition permits within 21 days after execution of this Agreement, absent cause for delay without fault and beyond the control of 200 Garfield, LLC, and which cause for delay is communicated by written notice to the City stating the reason for the delay and the expected date of the purchase of the permits, City of La Porte shall have the right to immediately solicit bids for the demolition of the structures on the subject property, and to enter onto the premises for such purpose, and to take all other measures necessary to cause the demolition of the existing structures. 2. Within 60 days after the purchase of all necessary demolition permits pursuant to Paragraph 1 of this Agreement, 200 Garfield, LLC shall submit a Preliminary Plat for the development of 16 three-story town homes at 200 Garfield, at the office of the Department of Planning of the City of La Porte, for consideration by the Planning and Zoning Commission of the City of La Porte. La Porte shall promptly review, consider and approve the submitted plat, or notify 200 Garfield, LLC of required changes and reasons for the required changes. If 200 Garfield, LLC should fail to submit a Preliminary Plat in the time period specified in the above paragraph, absent good cause for delay without fault and beyond the control of 200 Garfield, LLC, and which cause for delay is communicated by written notice to the City stating the reason for the delay and the expected date of the submittal of the Preliminary Plat, City of La Porte shall have the right to immediately solicit bids for the demolition of the structures on the subject property, and to enter onto the premises for such purpose, and to take all other measures necessary to cause the demolition of the existing structures. 3. Upon approval of 200 Garfield's submitted Preliminary Plat by the Planning and Zoning Commission of the City of La Porte, 200 Garfield, LLC shall file, as soon as is reasonably possible, with the office of the Department of Planning of the City of La Porte a Final Plat incorporating all changes and/or revisions required by the Planning and Zoning Commission as a condition of its approval of 200 Garfield's submitted Preliminary Plat. La Porte shall promptly approve Garfield's final submitted plat. If 200 Garfield, LLC should fail to submit a Final Plat in the time period specified in the above paragraph, absent good cause for delay without fault and beyond the control of 200 Garfield, LLC, and which cause for delay is communicated by written notice to the City stating the reason for the delay and the expected date of the submittal of the Final Plat, City of La Porte shall have the right to immediately solicit bids for the demolition of the structures on the subject property, and to enter onto the premises for such purpose, and to take all other measures necessary to cause the demolition of the existing structures. 4. Within 30 days after the Planning and Zoning Commission approves 200 Garfield LLC's submitted Final Plat for building 16 three-story town homes, 200 Garfield, LLC will begin to demolish all existing structural improvements ("old" apartment buildings) currently standing on its real estate located at 200 Garfield Street, La Porte, Texas. Provided, however, that the time for demolition shall be extended for the period time caused by any unreasonable delay caused by the City of La Porte's failure to timely schedule, process or grant approvals, inspections, permits or variances, or by delays reasonably caused by inclement weather, acts of God, civil disturbance, riot, war, acts of terrorism, natural disasters, criminal acts of third parties, strikes, lockouts, labor troubles, inability to procure materials, restrictive governmental laws or regulations or other cause without fault and beyond the control of 200 Garfield, LLC. If 200 Garfield, LLC should fail to begin the demolition of the existing structures in the time period specified in the above paragraph, absent good cause for delay without fault and beyond the control of 200 Garfield, LLC, and which cause for delay is communicated by written notice to the City stating the reason for the delay and the expected date of the commencement of demolition of said structures, City of La Porte shall have the right to immediately solicit bids for the demolition of the structures on the subject property, and to enter onto the premises for such purpose, and to take all other measures necessary to cause the demolition of the existing structures. 5. 200 Garfield, LLC agrees that as part of the development of 16 three-story town homes it will be responsible for paying all usual and customary development fees to the City of La Porte, including but not limited to building and demolition permit fees, parkland dedication fees, and plat submittal application fees. However, the City of La Porte agrees that to the extent that there are existing water, sewer, and utility connections at the real estate located at 200 Garfield Street, usual and customary front -foot fees would not apply. 200 Garfield, LLC does acknowledge that if the existing water, sewer, and utility connections are inadequate to service additional capacity created by the proposed development, front -foot fees necessary to cover additional connections may apply. 6. 200 Garfield, LLC agrees that it will not sell or otherwise convey the real estate located at 200 Garfield Street in La Porte, to a third party purchaser, before 1) first demolishing all existing structural improvements ("old" apartment buildings), or 2) paying to the City of La Porte all expenses and costs for the demolition of said structural improvements, based on a reasonable bid, obtained in a commercially reasonable manner, by the City of La Porte for such purpose. Should 200 Garfield, LLC desire to convey the subject property before demolishing the existing structures, 200 Garfield, LLC agrees to provide the City sixty (60) days prior written notice to the Director of Planning of the City of La Porte. After demolishing the existing structures, 200 Garfield, LLC shall have the right, at any time, to cancel its plans to build 16 three-story town homes, and instead seek La Porte's approval of a different building project, or land use, or both. 7. Upon approval of this Mutual Release and Settlement Agreement, the Parties shall cause the Lawsuit to be dismissed with prejudice, each party to bear its own costs, attorneys' fees and expenses. The attached Joint Motion to Dismiss with Prejudice shall be filed with the Court by La Porte. 8. La Porte and Garfield (in this section, each a "Releasing Party"), each hereby fully, completely, and forever RELEASES AND DISCHARGES the other Party hereto (in this section, the "Released Party") and all of the Released Party's officers, directors, shareholders, partners, affiliates, employees, agents, attorneys, and representatives from any and all liabilities, claims or causes of action, damages of any kind whatsoever, at common law, statutory or otherwise, which Releasing Party has or might have, known or unknown, now existing or that might arise hereafter, directly or indirectly attributable to the lawsuit and any transactions between Garfield and La Porte in connection therewith, it being intended to release all claims of any kind which Releasing Party has or might have against Released Party, whether referred to herein or not, arising out of the facts underlying the lawsuit and all prior dealings between the Parties in connection therewith. 9. Each signatory hereto warrants and represents that he or she has authority to bind the parties for whom that signatory acts. 10. This agreement is not subject to revocation and is enforceable in the same manner as any other written contract. This Agreement with 200 Garfield, LLC is enforceable against La Porte in the district courts of Harris County, Texas, and the City of La Porte expressly warrants that it shall not assert any claim or defense of immunity to prevent the enforcement of this Agreement. The prevailing party, in a suit for breach of this agreement, is entitled to an award for its reasonable and necessary attorneys' fees from the non -prevailing party. 11. This agreement shall be binding upon and inure to the benefit of the representatives, successors and assigns, trustees, agents, attorneys, and legal representatives of the parties. 12. The parties further acknowledge and state that there are no representations, agreements, arrangements, or understandings, oral or written, concerning the subject matter of this agreement that are not fully expressed and incorporated herein. 13. In executing this agreement, the parties represent that they have not relied upon any statement or representation pertaining to this matter made by another party, or any other person or persons representing such other party. 14. This agreement is governed by Texas law, and any suit concerning this agreement must be brought in Houston, Harris County, Texas. 15. This Agreement may be executed and delivered by fax or electronically, with the Parties waiving any right to object based on the fact that a signature to this Agreement is not an original signature. 16. This Agreement may be executed in multiple counterparts, each of which will be considered and original, but which taken together will constitute one and the same document. 17. Each of the Parties represents and warrants: that it has not assigned any of the claims (the "Claims") which it purports to release hereby; that it is the holder of such Claims; and, that it is authorized to enter into this Agreement and to take the actions contemplated hereby. IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement as of the day and year first above written. 0 TE, TEXAS, a municipal corporation Printed ame: �. Title: J�nk!'i M LyMa-asef 200 GAR.FIELD, LLC, a Texas limited liability company By ,l-—"-' _ Printed Name :'1-& (z4r--f a v a; zf� Title: () W N/&'� —