Loading...
RES 2001-2673 - Agmt with Global American Terminals for leasehold interest at 701 Abbott Dr to allow for Gallup University campus faciliities � .`. - .. em /etps. .,., ry �, F 0,AAHA.NFb :�`,��� Planning Department � �`�' k ? OCT _ ��y 'i: ' Omaha/Douglas Civic Center ,lr L�! 01 1819 Farnam Street,Suite 1100 O®� P tiS Omaha,Nebraska G8183 0110 ° It "ti= L E R K (402)444-5200 CITY C t�� �q��fD FEg4�r�� (402)444-5150 1,� �{ I�11 E5 n}+S. !`�" Telefax(402)444-6140 City of Omaha Robert C.Peters Mike Fahey,Mayor Director Honorable President and Members of the City Council, Attached herewith is a Resolution authorizing the acquisition of the leasehold interest of Global American Terminals GAT lessee of facilities managed by the Dock Board of the City of Omaha. The City Council previously authorized the acquisition of the leasehold interest in an Ordinance of Necessity to implement the Gallup University Riverfront Redevelopment Project. The City of Omaha, in accordance with necessity ordinance No. 35543 passed April 10, 2001, is purchasing this property to enable construction of a portion of the Gallup University Campus to be completed. Additionally, the site will also contain the relocated National Forest Service Building and the Pedestrian Footbridge. There may also be a portion of the property devoted to mixed-use development. The City of Omaha and the lessees have set forth their understanding and agreements with regard to the acquisition and payment for the acquisition. Further, the costs incurred will be paid from the Gallup University Riverfront Redevelopment Plan Project, Organization 1190, Fund 368, Agency 195, Year 2001 funding. Your favorable consideration and approval of this Resolution is requested. Respectfully submitted, Referred to City Council for Consideration: --1.,--,,, / ./ ?V ----,. 1.0- / -, ir. ..4,4 aak.,r_ Robert C. Peters Date Mayor's Office Date Planning Director Approved as to Funding: le.414,.r /0/1/0/ Stanley P. T. vm Date Finance Di ector P:\PLN1\6293pjm.doc . 7.1 c=25A' y CITY OF OMAHA /0/to/o1. <s-- LEGISLATIVE CHAMBER Omaha,Nebraska RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: WHEREAS, the City of Omaha, as part of the Gallup University Riverfront Redevelopment Project, has plans for the construction of facilities which require the clearance and redevelopment of land occupied by the City Dock of the City of Omaha; and, WHEREAS, the Dock Board of the City of Omaha has entered into a long-term lease with Global American Terminals for the use of approximately 5 acres of the City Dock property located at 701 Abbott Drive. In order to effectuate the Gallup University project, the leasehold interest of Global American Terminals must be acquired; and, WHEREAS, on April 10, 2001 the City Council of the City of Omaha approved Ordinance of Necessity, No. 35543, that authorized the acquisition of all of the leasehold interests in the City Dock property; and, WHEREAS, the City of Omaha and Global American Terminals desire to enter into an agreement for the purchase of the leasehold interest; and, WHEREAS, the City of Omaha, and Global American Teinunals have set forth their respective understandings and agreements with regard to this acquisition for the total consideration of Five Million Dollars ($5,000,000) in an Agreement for Conveyance of Leasehold Interest which is attached. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: THAT, the Mayor is hereby authorized to execute, and the City Clerk to attest,the attached Agreement for Conveyance of Leasehold Interest, between the City of Omaha, and Global American Terminals to provide for the acquisition of leasehold interest located at 701 Abbott Drive that will allow for the Gallup University Campus facilities. It is further resolved that the Finance Department is authorized to make payment in the amount of Five Million Dollars ($5,000,000) pursuant to the Purchase Agreement from the Gallup University Riverfront Redevelopment Plan Project, Organization 1190, Fund 368, Agency 195, Year 2001 funding.• P:\PLN1\6294pjm.doc APPROVED AS TO FORM: 2h `D- 7©/ C ORNEY DATE By Tnci1nembe ' r/ Adopted QCi 6 2001 .0/f1.e�..04�1" • - --City Clerk Mayor N... - J.41. ,c4-4.1c . . a G 7A io /% /• 9 AGREEMENT FOR CONVEYANCE OF LEASEHOLD INTEREST By and between THE CITY OF OMAHA And GLOBAL AMERICAN TERMINALS LLC Dated October 8, 2001 THIS AGREEMENT FOR CONVEYANCE OF LEASEHOLD INTEREST (the "Agreement") is made and entered into as of October 8, 2001 by and between the City of Omaha (the "City") and Global American Terminals LLC ("LESSEE") (the City, the Dock Board and LESSEE are sometimes hereinafter referred to singularly as a"Party"and collectively as the"Parties"). WITNESSETH WHEREAS, LESSEE currently operates the public port and a portion of Foreign Trade Zone 19 for the Dock Board for the City of Omaha(the Property); and WHEREAS, pursuant to the Gallup Organization Redevelopment Plan dated December 2000, the property comprising the current City Dock is required to allow development of the Gallup University Campus. As a result, the City Dock must vacate its current site. Because the current City Dock has two leasehold tenants, one of which is LESSEE, those leases must be acquired and the existing leases canceled; and NOW,THEREFORE,in consideration of the matters set forth above and the terms and conditions set forth below, the Parties agree to enter into this Agreement in furtherance of those purposes and the purposes set forth within the Nebraska Redevelopment Act, Section 58-501 to 58-533, R.R.S. 2000 and Section 13-1401 to 13-1417, R.R.S. 1997. 1. CONSIDERATION 1.1 To compensate LESSEE for the taking of its leasehold interest, the City is paying LESSEE a cash payment of Five Million Dollars ($5,000,000.00) as settlement for the value 1 • of its leasehold interest and moving, relocation and reestablishment expenses (the "Leasehold Purchase Price and Business Assistance Payment") to LESSEE. Such payment shall be made by wire transfer on the date of execution of this Agreement. 1.2 Upon payment by the City to LESSEE of the Leasehold Purchase Price and Business Assistance Payment, LESSEE shall be deemed to have conveyed its leasehold interest in the Property to the City. It is expressly understood that the LESSEE shall be entitled to remain at the Property with all rights of ingress and egress and rail transportation to and from the Property, and all other rights provided under the Lease Agreement between LESSEE and the Dock Board of the City of Omaha, until possession of the Property is conveyed to the City no later than June 1, 2002; provided, however, that the City is entitled to cease rail access to the property no earlier than April 1, 2002, in the event said rail is necessary for the Gallup Redevelopment Project. 1.3 Payment of all such sums shall be deemed full and just compensation for all obligations of the City hereunder and all claims which the LESSEE may have or assert by reason of the possession or occupancy of the land by the City, whether acquisition be by direct purchase or through condemnation proceedings as provided in Paragraph 5 hereof. 1.4 To the extent granted by law or statute, the City grants to LESSEE for a period of eight (8) years the first right to negotiate a management agreement to manage and operate a new city dock if, a new city dock is enacted. Such management agreement shall be for a fair market value. 2. CONVEYANCE OF LEASEHOLD INTEREST AND POSSESSION 2.1 The leasehold interest in the Property shall be conveyed by LESSEE free and clear of all judgments and liens. The LESSEE'S leasehold interest in the Property in its present condition as of date of this Agreement will be preserved and delivered to the City intact at the time possession is given, except as modified by this Agreement,provided, however, that LESSEE or its affiliate may remove for its or an affiliate's use any personal property and buildings, equipment or other fixtures at no cost to the City. In case of loss or destruction of part or all of said premises from causes covered by the insurance thereon, the City agrees that LESSEE and the City shall evenly divide any and all proceeds of such insurance recovery. Such proceeds received by LESSEE shall not reduce the Leasehold Purchase Price and Business Assistance Payment, and LESSEE shall not be required to repair or replace same. The City shall thereupon complete the contract and accept the Property. 2.2 Possession of the Property shall be conveyed to the City on or before June 1, 2002. 2.3 Prior to delivery of possession of the Property to the City, LESSEE shall remove the inventory from the Property. LESSEE agrees that, after the date of execution of this Agreement LESSEE will not deposit additional inventory into the bulk storage facilities at the Property except to the extent such inventory is needed for contracted sales to LESSEE'S customers in the ordinary course of business. 2 • 3. TAXES 3.1 The parties agree that there are no current taxes assessed on or due respecting the Property. In the event any taxes on the LESSEE'S leasehold interest in the Property are assessed and become due and payable prior to the date LESSEE deliver possession of the premises to the City, LESSEE agree to pay their prorated portion of such taxes for the applicable tax year, subject to all rights to challenge or protest such taxes. 3.2 The LESSEE will pay One Hundred percent (100%) of any personal property taxes due and owing for the current year, if applicable. 4. INGRESS/EGRESS 4.1 It is understood that, prior to June 1, 2002, City may move the entrance road to the Property to a new location to accommodate sewer work, and the City shall do so only upon reasonable advance notice to LESSEE and with minimal disruption to LESSEE'S business. Additionally, as part of the consideration hereunder, LESSEE agrees that it will permit engineers and City personnel to enter upon the Property to perform inspections, and soil sampling related to redevelopment of the Property subject to LESSEE'S reasonable safety instruction and rules. The City agrees to provide reasonable advance notice of the need for such work to the LESSEE and to arrange for mutually convenient times for such work to be performed, and agrees that it shall make every reasonable effort not to disrupt LESSEE' business operations. LESSEE further agrees, as part of the consideration hereunder, that it will not sublet the premises. 5. CONDEMNATION 5.1 In the event that the City considers it necessary or advantageous to its interests to have the Property acquired through condemnation proceedings, the LESSEE agrees that the sums stated in Paragraph 1.1 shall be the fair market value of the leasehold interest and moving, relocation and reestablishment expenses and shall be full and just compensation payable by the City for the taking of the Property. 5.2 The parties further agree that in the event of the institution .of condemnation proceedings to cure defects not caused by LESSEE, this Agreement and the acceptance thereof shall constitute and be a stipulation which may be filed in such condemnation proceedings fixing the fair market value and just compensation to be paid for the taking thereof in the amount of the contract price herein set forth. 5.3 LESSEE shall also keep and maintain the Premises and Buildings in good, clean and safe condition and repair. In addition to the foregoing, LESSEE shall be solely responsible for the provision of any security measures in any manner relating to LESSEE'S operations, including without limitation, security measures for any items of personal property, inventory or equipment placed or otherwise temporarily stored outside of the Building. However, LESSEE and City will mutually agree upon what repairs, if any, need to be made through June 1, 2002. 3 • 6. NOTICES Any notices which may be or is required to be given pursuant to the provisions of this Agreement shall be in writing and either hand delivered, telecopied, e-mailed or sent by prepaid overnight courier of United States mail, addressed as follows: LESSEE: Global American Terminals LLC Martin W. Moore • 100 Peabody Place, Suite 1300 Memphis, TN 38103 Fax: 901-312-9156 With a copy to: Larry Jobeun 11440 W. Center Road Omaha,NE 68144 FAX: (402) 334-0700 City: Frederick J. Coffman City of Omaha, Law Department Omaha/Douglas Civic Center 1819 Farnam Street, Suite 804 Omaha,NE 68183 FAX: (402)444-5125 E-mail: fcoffinan@ci.omaha.ne.us 7. INSURANCE 7.1 LESSEE agrees to provide and maintain (i) public liability insurance with, at a minimum, policy limits of$1,000,000/$5,000,000 for bodily injury or death and $500,000 for property damage, (ii) fire, theft, and extended coverage hazard insurance, including damage from vandalism, on the Buildings and contents therein, in acceptable amounts acceptable to the Dock Board, and (iii) worker's compensation insurance in accordance with the laws of the State of Nebraska. Certified copies of the policies or a certificate evidencing the existence thereof, shall be delivered to the-City and Dock Board within ten (10) days after the execution of this Agreement, if not already provided to the City and the Dock Board. 7.2 LESSEE agrees to indemnify,defend, and hold harmless, the City and the Dock Board, their respective employees, officers, and agents from any and all demands, claims, suits, actions, or liabilities resulting from injury or death to any person, or damage or loss of property prior to, during, or subsequent to the period of time covered by this Agreement which arises from any activity undertaken by LESSEE, its employees, officers, subcontractors, or agents in the performance of any terms,:conditions, promises, or use of facilities under this Agreement, except with respect to any claim proven to be solely the willful act of Dock Board or the City, from which claim Dock Board or the City similarly • agrees to indemnify LESSEE. In accordance with the Nebraska Political Subdivisions Tort 4 • Claims Act, LESSEE agrees to maintain general liability insurance protecting LESSEE, its employees, officers, subcontractors, agents, Dock Board, and the City against claims for damages resulting from bodily injury, wrongful death, and property damage. 8. LIMITATION OF LIABILITY AND INDEMNITY 8.1 Except to the extent of damage resulting from the gross negligence or willful misconduct of the Dock Board or its authorized representatives and specifically excluding any all liabilities, damages, claims, losses,judgments, charges, fines and expenses relating to environmental issues with the Property not directly caused by LESSEE'S use of the Property, LESSEE covenants and agrees to protect, defend (with counsel reasonably acceptable to the Dock Board) and hold the Dock Board and City and their respective lenders, partners, members, property management company (if other than the Dock Board), agents, directors, officers, employees, representatives, successors and assigns (collectively, the "the Dock Board's Indemnitees") harmless and indemnify the Dock Board's Indemnitees from and against all liabilities, damages, claims, losses, judgments, charges, fines and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from or in any way related to, directly or indirectly, (i) LESSEE'S or LESSEE'S Representatives' use of the Property, (ii) the conduct of LESSEE'S business, (iii) from any activity, work or thing done,permitted or suffered by LESSEE in or about the Property, (iv) any liability for injury to person or property of LESSEE or LESSEE'S Representatives, and/or (v) LESSEE'S failure to perform any covenant or obligation of LESSEE under this Agreement. 8.2 LESSEE further agrees and covenants to indemnify and hold harmless the City and Dock Board,their officers, agents and employees, their successors and assigns, individually or collectively from and against any loss incurred by City or Dock Board as a result of any illegal acts of LESSEE'S employees, including but not limited to employee theft, embezzlement or larceny. LESSEE shall give prompt and timely notice of any claim made or suit instituted which, in any way, directly or indirectly, contingently or otherwise, affects or might affect any of the parties. LESSEE agrees that the obligations of LESSEE herein shall survive the expiration or earlier termination of this Agreement. 8.3 The City agrees to hold LESSEE and LESSEE'S lenders, partners, members, agents, directors, officers, employees, representatives, shareholders, successors and assigns and each of their respective lenders, partners, members, agents, directors, officers, employees, representatives, shareholders, successors and assigns (collectively, the "LESSEE'S Indemnitees") harmless and indemnify the LESSEE'S Indemnitees from and against all liabilities, damages, claims, losses,judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from (i) the City's negligence or misconduct, (ii) any liability for injury to person or property of the City, its Representatives, or any third party persons present upon the Property with the City's express or implied permission(including all users of any nature trails, bicycle trails and any and all other public accesses to the Property but excluding the LESSEE Indemnitees), (iii) 5 the City's failure to perform any covenant or obligation of the City under this Agreement, (iv) the City's breach (after any applicable cure periods) of its obligations under any other provision of this Agreement, and/or (v) environmental liabilities not directly caused by LESSEE'S use of the Property. The City shall give prompt and timely notice of any claim made or suit instituted which, in any way, directly or indirectly, contingently or otherwise, affects or might affect any of the parties. The City agrees that its obligations herein shall survive the expiration or earlier termination of this Agreement. 9. CHOICE OF LAW. This Agreement shall be governed by, and construed in accordance with,the laws of the State of Nebraska. 10. ENTIRE AGREEMENT 10.1 This Agreement supersedes any prior agreements, representations, negotiations or correspondence between the Parties, and contains the entire agreement of the Parties on matters covered in this Agreement, but does not supersede any agreements relating to the condemnation, relocation or redevelopment of the Port of Omaha. No other agreement, statement or promise made by any Party that is not in writing and signed by all Parties to this Agreement shall be binding. 10.2 No representations were made or relied upon by either party other than those that are expressly set forth herein. No agent, employee or other representative of either party is empowered to alter any of the terms hereof unless done in writing and signed by an authorized officer of the respective parties. The Agreement shall apply to and bind the heirs, executors, administrators, assigns and successors in interest of the respective parties. 10.3 This Agreement shall not be effective unless and until approved by the Omaha City Council. Effective this 8th day of October 2001. � II • 6 1 Global American Terminals LLC City of Omaha BY: / 1-/A-, 2(t71//(Z-- By: %2 '�'4 Name: z►��a�r�b a w1 cso�✓ Name: JPK Z -f e Title: C/,( /y/kti/(�€ie Title: R�Qf Pr sp Q44.7 c? ed. Date: /0//0VAL.- a Date: /0/y1 r ATTEST-: �� `:, Approved as to Form: By: By: uJc Buste rown Fre rick J. Coffin City Clerk,.r; Special Projects Atto e ACCEPTED: By: 7-ki Name: 4,es Title: opir Oy We (9/1' gat Date: rAe ti o/ 7 10/05/01 t. . i - MOTION BY COUNCILMEMBER I hereby move that Council Document No. a 6, 7 , Current Series, be amended as follows: I. Page 2 of the Agreement, Line 17, Section 1.4, after the word "LESSEE" add the following language "for a period of eight (8) years". APPROVED AS TO FORM: -/Q-o/ T AT Off Y DATE P:\CCU2599z.doc 5heCdhL Z. v,� Ili.. . o C; g • • - o �• td cco • 0- V. o cA O (o cn • N. o �' a �t- vo a coo . cn ,•t I: 2 \ w ,.,. c-0 L. p N • O, O n'iz5 N r0•s N "\1 C\ 16 11�� cS I ha 04co 0 n 0 b '• . r-r '-r CD A) U Q ` � .OPPcI2n C — 0. •fit •�� R R `C OQ 0 N. ! o a . GG� '‘ G _. , , s. t, . 1\ i:::,., ....... „ , , , , r _-1 ti I 1