Loading...
HomeMy WebLinkAboutFRONTIER LOGISTICS, LLC & LA PORTE REAL PROPERTY, LLCRAIL SPUR AGREEMENT STATE OF TEXAS § § COUNTY OF HARRIS § This Agreement made and entered into by and between Frontier Logistics, LLC, a Texas limited liability company, and La Porte Real Property, LLC, a Texas limited liability company, of Harris County, Texas, hereinafter referred to as "Owners", and the CITY OF LA PORTE, a municipal corporation, of Harris County, Texas, hereinafter referred to as "City", Recitations 1. City is the owner of a 5.98 acre tract of land, situated near the intersection of North Broadway Street and East Barbours Cut Boulevard, in the City of La Porte, Harris County, Texas. The legal description of said tract of land (hereinafter referred to as "Property") is attached as Exhibit "A", to a Lease Agreement, by and between City, as Landlord, and James J. Flanagan Shipping Corporation, a Texas business corporation, as Tenant. A true and correct copy of said Lease Agreement is attached hereto as Exhibit "A", incorporated by reference herein, and made a part hereof for all purposes. 2. Article 3, on page 5 of said Lease Agreement, provides for a reservation by the Landlord to reduce the area of the Leased Premises, to accommodate a rail spur from the existing railroad tracks on the east side of the Property, across the south portion of the property and continuing on the former North "H" Street right-of-way. In the event that the City, as Landlord, exercises FINAL DRAFT: 02.11.08 such option, (a) the Landlord shall provide the Tenant with six months written notice of its intention to reduce the area of the Leased Premises, and (b) the area of the Leased Premises shall be reduced as shown on Exhibit "A-1" attached to said Lease Agreement, and the rental thereunder shall be reduced on a pro rata square foot or acreage basis, and City, as Landlord, agrees to reimburse the Tenant for the remaining undepreciated value of Tenant's improvements on that portion of the Leased Premises, based on a 15 year level amortization from the Commencement Date of said Lease Agreement, which was January 1, 1997. 3. Owners own substantially all the real property which abuts the right-of-way of North "H" Street in the City of La Porte, extending from the west right-of-way line of North Broadway Street, to the east right-of-way line of North Sth Street, in the City of La Porte. Owners desire to have the City of La Porte exercise the rail spur option, described in Paragraph 2, above. Owners request City to grant Owners a Rail Easement in form attached hereto as Exhibit "B", incorporated by reference herein, and made a part hereof for all purposes. WHEREFORE, in consideration of the payment by Owners to City, of a cash sum, which shall be calculated by multiplying (i) that portion of the Railroad Easement located on the property described on Exhibit "A", attached hereto, and (ii) that portion of the Railroad Easement located on the right-of-way of North "H" Street; multiplied by $4.50 per square foot, payable as follows, to -wit: A. Owners shall, upon the execution hereof, make an initial deposit of Two Hundred Thousand Dollars ($200,000a00)1 to 2 the City, which shall be fully credited by the City to the total cash consideration hereunder; in the event that Owners are unable to secure permits from TCEQ and the other governmental agencies and Utilities having Jurisdiction over the property, the City shall refund said deposit to owners, less Twenty-five Thousand Dollar ($25,000.00) thereof, to reimburse City for its administrative costs hereunder; and B. the balance of the consideration shall be paid by Owners to the City of La Porte, as hereinafter provided; and in further consideration of the mutual agreements herein set forth, owners and City agree as follows: i. Owners shall, at their sole cost and expense, with the prior written approval of City, engage the services of an engineer / surveyor with experience in railroad track design and construction matters, to prepare a survey plat, and metes and bounds description, with the survey plat showing the location of the proposed railroad spur, in accordance with Exhibit "A^1", to the Lease Agreement attached to this Agreement as Exhibit "A", and the portion thereof connecting to a rail easement in the right-of- way of North nH" Street. Upon receipt and approval of said plat and metes and bounds description, City, as Landlord, agrees to give notice to the Tenant under said Lease Agreement, exercising the option hereinabove described. Owners agree to reimburse and save and hold harmless City for the loss in rental, and any other claims for reimbursement and damages, by Tenant under said Lease Agreement, as a result of the exercise of said option by City. Prior to the exercise of said option by City, Owners and City shall 3 enter into a Rail Easement Agreement on the tract of land, based on the plat and metes and bounds description obtained as provided herein. A copy of the proposed Rail Easement Agreement is attached hereto as Exhibit "B", incorporated by reference herein, and made a part hereof for all purposes. 2. City plans to accept bids for the sale of the remainder of the 5.98 acre tract rail spur option tract appraisal of the enti: $2.25 per square foot. City, from any loss of City, for a bid price 3. Owners agree of land, after the legal description of the has been determined. City has obtained an :e tract, showing its fair market value as Owners agree to indemnify and hold harmless value of the remaining tract to be sold by of less than $2.25 per square foot. to prepare and file with City, on or before the lat day of August, 2008, a development/business plan which shall address the planning and zoning issues that will be involved with development of the rail spur, from the existing railroad tracks, across the Property, and the properties owned by Owners contiguous to North "H Street. Nothing contained in this Agreement or in the Rail Easement, shall be construed as a grant of zoning authorization for use of rail access to any of Owners' properties adjacent to the Rail Easement which property is not zoned HI, or a PUD with special exceptions for rail service. 4. Attached to this Agreement as Exhibit "C" is a list of un-resolved violations of City's ordinances, an certain of the properties owned by certain of the owners. All of these violations shall be abated by the respective Owners, to the satisfaction of City, in accordance with the provisions of Exhibit "C". E 5. All notices and other communications given pursuant to this Rail Spur Agreement shall be in writing and shall either be mailed by first class United States mail, postage prepaid, registered or certified with return receipt requested, and addressed as set forth in this paragraph, or delivered in person to the intended addressee. Notice mailed in the aforesaid manner shall become effective three business days after deposit; notice given in any other manner, and any notice given to City, shall be effective only upon receipt by the intended addressee. For the purposes of notice, the address of (a) City shall be: City of La Porte 604 West Fairmont Parkway La Porte, TX 77571 Attention: City Manager (b) Owners shall be: Frontier Logistics, LLC 710 North Broadway La Porte, TX 77571 Attention: George Cook La Porte Real Property, LLC 1655 Louisiana Beaumont, TX 77701 Attention: Casey Crenshaw Each party shall have the continuing right to change its address for notice hereunder by the giving of 15 daysprior written notice to the other party in accordance with this paragraph. 5 6. Events of Default. Eaeh of the following occurrences shall constitute an "Event of Default" by Owners under this Rail Spur Agreement: a. The failure of Owners to pay the monetary consideration provided for in this Rail Spur Agreement; and b. The failure of Owners to perform, comply with or observe any other agreement, obligation or undertaking of Owners, or any other term, condition or provision, of this Rail Spur Agreement, and the Rail Easement Agreement, and the continuance of such failure for a period of ten (10) days after written notice from City to owners specifying the failure. Upon any Event of Default, city may, at City'e option and in addition to all other rights, remedies, and recourses afforded City hereunder or by law or equity, do any one or more of the following: a. Terminate this Rail Spur Agreement and Rail Easement Agreement, by the giving of written notice to owners, in which event owners shall pay to City upon demand, any monetary consideration then owed by Owners to City. b. Terminate Owners right to possession of the property described in Exhibit "A" of the Rail Easement Agreement. 7. If either the City or Owners initiate any litigation relating to this Rail Spur Agreement, the prevailing party in such litigation, shall be entitled to recover, in addition to all damages allowed by law and other relief, all court costa and reasonable attorneys' fees incurred in connection with such litigation. 0 ENTERED INTO this the lath day of February, 2008. ATTEST: a tha Gillett City Secretary APP/R%OV�%ED AS TO FORM: // cm VT. Aski S City Attorney "O99N�RS" Frontier Logd stiJcs, LLC Name: G� , Title: Gvco La Porte Real Property, LLC 7 STATE OF TEXAS COUNTY OF HARRIS NOTICE TO BUYERS LESSEASt AND OCCUPANTS G361v539r TEXAS HEALTH AND SAFETY CODE The City of La Porte, a municipal corporation, whose mailing address is 604 West Fairmont Parkway, La Porte, Texas 77571, the owner of land that overlies a closed municipal solid waste landfill facility, hereby gives written notice stating the former use of the facility as a solid waste landfill, the legal description of said former solid waste landfill facility being attached hereto as Exhibit "A" Tract 1, incorporated by reference herein and made a part hereof for all purposes, and does further give notice of the restrictions on the development or lease of said land imposed by Subchapter R, "Use of Land Over Municipal Solid Waste Landfills", of the Texas Health and Safety Code, reference to which is here made for all purposes. The City of La ports, a municipal corporation, the owner of said real property, has filed this notice for record in the office of the County Clerk of Harris County, Texer) arequired by said 9361,539, Texas Health and Safety Code, u er rriss County Clerk's File No. S236608. /� WITNESS OUR HANDS AND THE SEAL O S D ITY, his {Zof 2008, C o£ Pore ATTEST: � . Gil ett Martha Att �— City Secretary APP VED: Knox W. Askina City Attorney STATE OF TEXAS COUNTY OF HARRIS This instrument was 2008, by Ron Porte, on behalf of said By: Manager acknowledged before me on thee' day of Bottoms, City Manager o£ the City of La City, in the capacity herein stated. No a y Publi�e of Texas Exhibit "A" - Notice Lease Agreement, by and between City, ae landlord, and James J. Flanagan Shipping Corporation, as Tenant. Exhibit "A" Rail Easement Agreement Exhibit "B" current violations of city ordinances by Owners Not later than May 12, 2008; In accordance with Code of Ordinances, Chapter 106, Section 106-637, submit an application and General Plan for a special conditional use permit (SCUP), as required in a Planned Unit Development Zoning District, to the Planning and Zoning Commission for recommendation, and the City Council for approval, including, but not limited to, the removal of all shipping containers from Blocks 349, 350, 351 and 352, in violation of the Code of Ordinances, Chapter 106, Section 106- 521, Table A. Applications may be obtained and coordinated through the Planning Department, The General Plan shall conform to the requirements of City Ordinance No. 1444, Section 4.01 and Appendix C. Upon approval of the SCUP: Apply for a zoning permit for the entire site with the Inspections Division. submit a Major Development Site Plan in accordance with Code of Ordinances, Chapter 106, Section 106-637(c), and City Ordinance No. 1444, Section 4.08 and Appendix E, to the Flanning Department for review, and approval by the Planning and Zoning Commission. Exhibit "C"