HomeMy WebLinkAboutResolution - 2022-R0075 - LP&L Real Estate Purchase and Sale Agreement and Warranty Deed with PycoResolution No. 2022-R0075
Item No. 7.19
February 8, 2022
RESOLUTION
WHEREAS, Lubbock Power & Light is the municipally owned electric utility of
the City of Lubbock ("LP&L");
WHEREAS, LP&L owns and operates the Coop substation ("Substation")
located on land currently owned by the City of Lubbock, a municipal corporation of
the State of Texas, which is comprised of two tracts of land situated in Block 36,
Coronado Addition to the City of Lubbock according to the map, plat, and/or
dedication deed recorded in Volume 930, Page 195, deed records of Lubbock County,
Texas, and a portion of Block 71, Wheelock's Second Addition to the City of
Lubbock, according to the map, plat, and/or dedication deed thereof recorded in
Volume 26, Page 46 of the deed records of Lubbock County, Texas;
WHEREAS, the Substation is in need of expansion and upgrades to support
integrating the remaining portion of LP&L's load, which remains in Southwest
Power Pool, into the Electric Reliability Council of Texas;
WHEREAS, the site for the LP&L-owned Substation expansion is on land
currently owned by Pyco Industries, Inc., a non-profit corporation organized under
the laws of the State of Texas ("Pyco"), which is approximately 0.6790 acre tract of
land, more or less, being a portion of block 36, Coronado Addition to the City of
Lubbock, according to the map, plat, and/or dedication deed recorded in Volume 930,
Page 195, deed records of Lubbock County, Texas, and a portion of Block 71,
Wheelock's Second Addition to the City of Lubbock, according to the map, plat,
and/or dedication deed thereof recorded in Volume 26, Page 46 of the deed records
of Lubbock County, Texas;
WHEREAS, under the Agreement, LP&L has agreed to pay for certain title and
closing costs related to the acquisition of the property as more fully outlined in the
Agreement;
WHEREAS, Pyco and LP&L desire to complete the acquisition of the property
necessary for the Substation expansion; NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the City Council of the City of Lubbock hereby authorizes the Mayor to
execute that certain Real Estate Purchase and Sale Agreement by and between Pyco
Industries, Inc., a Texas non-profit corporation, and the City of Lubbock, a Texas
home -rule municipal corporation as attached hereto and incorporated herein as
though fully set forth herein in detail, and any documents related thereto, and
approves payment of consideration in the amount provided therein, in addition to any
necessary title and closing costs associated with same.
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF
LUBBOCK:
THAT the City Council accepts that certain Warranty Deed from Pyco Industries,
Inc. to the City of Lubbock for an approximately 0.6790 acres more or less, being a
portion of block 36, Coronado Addition to the City of Lubbock, according to the map,
plat, and/or dedication deed recorded in Volume 930, Page 195, deed records of
Lubbock County, Texas, and a portion of Block 71, Wheelock's Second Addition to
the City of Lubbock, according to the map, plat, and/or dedication deed thereof
recorded in Volume 26, Page 46 of the deed records of Lubbock County, Texas; more
fully described in Exhibit A attached to the Real Estate Purchase and Sale Agreement,
as attached hereto and incorporated herein as though fully set forth herein in detail.
Passed by the City Council this 8th day of February, 2022.
1,rke--
DANIEL M. POPE, MAYOR
ATTEST:
Reb cca Garza, Board Secret y
APPROVED AS TO CONTENT:
Blair McGinnis, Chief Operating Officer
APPROVED AS TO FORM:
WHERION-
Hunter Harrison, LP&L Electric Utilities Attorney
Resolution No. EUB 2022-R0004
RESOLUTION
WHEREAS, Lubbock Power & Light is the municipally owned electric utility of
the City of Lubbock ("LP&L");
WHEREAS, LP&L owns and operates the Coop substation ("Substation")
located on land currently owned by the City of Lubbock, a municipal corporation of
the State of Texas, which is comprised of two tracts of land situated in Block 36,
Coronado Addition to the City of Lubbock according to the map, plat, and/or
dedication deed recorded in Volume 930, Page 195, deed records of Lubbock County,
Texas, and a portion of Block 71, Wheelock's Second Addition to the City of
Lubbock, according to the map, plat, and/or dedication deed thereof recorded in
Volume 26, Page 46 of the deed records of Lubbock County, Texas;
WHEREAS, the Substation is in need of expansion and upgrades to support
integrating the remaining portion of LP&L's load, which remains in Southwest
Power Pool, into the Electric Reliability Council of Texas;
WHEREAS, the site for the LP&L-owned Substation expansion is on land
currently owned by Pyco Industries, Inc., a non-profit corporation organized under
the laws of the State of Texas ("Pyco"), which is approximately 0.6790 acre tract of
land, more or less, being a portion of block 36, Coronado Addition to the City of
Lubbock, according to the map, plat, and/or dedication deed recorded in Volume 930,
Page 195, deed records of Lubbock County, Texas, and a portion of Block 71,
Wheelock's Second Addition to the City of Lubbock, according to the map, plat,
and/or dedication deed thereof recorded in Volume 26, Page 46 of the deed records
of Lubbock County, Texas;
WHEREAS, under the Agreement, LP&L has agreed to pay for certain title and
closing costs related to the acquisition of the property as more fully outlined in the
Agreement;
WHEREAS, Pyco and LP&L desire to complete the acquisition of the property
necessary for the Substation expansion; NOW THEREFORE,
BE IT RESOLVED BY THE ELECTRIC UTILITY BOARD OF THE CITY OF
LUBBOCK:
THAT the Electric Utility Board hereby authorizes the Chairman of the Electric
Utility Board to execute that certain Real Estate Purchase and Sale Agreement by and
between Pyco Industries, Inc., a Texas non-profit corporation, and the City of
Lubbock, a Texas home -rule municipal corporation as attached hereto and
incorporated herein as though fully set forth herein in detail, and any documents
related thereto, and approves payment of consideration in the amount of necessary
title and closing costs associated with same, and further recommends approval by the
City Council to approve and authorize same.
BE IT FURTHER RESOLVED BY THE ELECTRIC UTILITY BOARD OF THE
CITY OF LUBBOCK:
THAT the Electric Utility Board accepts that certain Warranty Deed from Pyco
Industries, Inc. to the City of Lubbock for an approximately 0.6790 more or less,
being a portion of block 36, Coronado Addition to the City of Lubbock, according to
the map, plat, and/or dedication deed recorded in Volume 930, Page 195, deed
records of Lubbock County, Texas, and a portion of Block 71, Wheelock's Second
Addition to the City of Lubbock, according to the map, plat, and/or dedication deed
thereof recorded in Volume 26, Page 46 of the deed records of Lubbock County,
Texas; more fully described in Exhibit A attached to the Real Estate Purchase and
Sale Agreement, as attached hereto and incorporated herein as though fully set forth
herein in detail.
BE IT FURTHER RESOLVED BY THE ELECTRIC UTILITY BOARD OF THE
CITY OF LUBBOCK:
THAT this Resolution shall be null and void if the City Council shall not likewise
approve and authorize the attached Real Estate Purchase and Sale Agreement within
sixty (60) days of the date hereof.
Passed by the Electric Utility Board this 18th day of January, 2022.
DAN ODOM, CHAIRMAN
ATTEST:
B See/elky
APPROVED AS TO CONTENT:
David McCalla, Director of Electric Utilities
APPROVED AS TO FORM:
Hunter Harrison, LP&L Electric Utilities Attorney
Resolution No. 2022-R0075
REAL ESTATE PURCHASE AND SALE AGREEMENT
EFFECTIVE DATE: January 18, 2022
SELLER: Pyco Industries, Inc., a Texas non-profit corporation
SELLER'S
MAILING ADDRESS: 2901 Avenue A, Lubbock, TX 79404
BUYER: City of Lubbock, a Texas home -rule municipal corporation
BUYER'S
MAILING ADDRESS: Citizens Tower, 1314 Avenue K, Lubbock, Texas 79401
CASH PURCHASE
PRICE: Three Thousand Five Hundred Eighty -One and no/100 dollars ($3,581.00)
Subject to the terms, covenants, and conditions hereinafter stated, Seller agrees to sell to
Buyer, and Buyer agrees to purchase from Seller the herein described Property. Seller and Buyer
are sometimes referred to herein separately as "Party" or collectively as the "Parties".
1. PROPERTY: As used in this Agreement, the term "Property" means the following:
A. That certain tract of land situated in Lubbock County, Texas, described as follows:
An approximately 0.679 acre tract of land, more or less, being a portion of
block 36, Coronado Addition to the City of Lubbock, according to the map,
plat, and/or dedication deed recorded in volume 930, page 195, deed records
of Lubbock County, Texas (DRLCT), and a portion of Block 71,
Wheelock's Second Addition to the City of Lubbock, according to the map,
plat, and/or dedication deed thereof recorded in Volume 26, Page 46,
DRLCT, said 0.679 acre tract being further described and depicted on
Exhibit "A" attached hereto and made a part hereof for all purposes (the
"Land")
together with (i) all improvements and fixtures situated thereon ("Improvements"),
(ii) all rights, privileges and appurtenances pertaining thereto, including but not
limited to easements, rights -of -way, licenses, permits, and other similar interests
("appurtenances") existing in connection with the beneficial use and enjoyment of
the Property, and (iii) all minerals, oil, gas, and other hydrocarbon substances
appurtenant to the Property that are not previously reserved.
2. CONSIDERATION/DONATION: Pyco Industries, Inc. (herein "Pyco") agrees to sell all
right, title, and interest, in and to the Property to the City of Lubbock (herein "City"), and City
agrees to buy and pay Pyco three thousand five hundred eighty-one and no/100 dollars ($3,581.00)
("Purchase Price") for the Property on the terms and conditions set forth herein. The promises by
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 1
Buyer and Seller stated in this agreement ("Agreement") are the consideration for the formation
of this Agreement.
3. APPROVAL/GOVERNMENTAL AUTHORITY: By Resolution EUB 2021-0038,
Lubbock Power & Light ("LP&L"), the municipally owned utility of the City (Buyer), has been
approved to migrate its Unaffected Load (defined therein) from Southwest Power Pool into the
Electric Reliability Council of Texas, and to execute all requisite regulatory documentation or
filings to cause such migration. LP&L requires the Property to expand its Coop substation
("Substation") be able to support such migration of its Unaffected Load; the Property will be the
site of such expansion of the Substation.
Buyer is authorized to own real property pursuant to Texas Local Government Code
Section 51.076 and City of Lubbock Charter, Article 2, Section 5. Buyer's obligation to close
under this Agreement is subject to an affirmative vote in favor of the proposed transaction and all
of the terms within this Agreement by the Electric Utility Board of the City of Lubbock and the
City Council of Lubbock.
4. TITLE POLICY AND TITLE APPROVAL:
A. Title Policy: Seller shall furnish to Buyer, at Seller's expense, an Owner's Policy
of Title Insurance (the "Title Policy") issued by Lubbock Abstract & Title Co. in
Lubbock, Texas ("Title Company"), as agent for a title insurance company
acceptable to Buyer, and dated at or after closing. The Title Policy shall guarantee
Buyer's title to be good and marketable as of the date of closing.
B. Commitment: Within a reasonable time after the Title Company receives a fully
executed copy of this Agreement, Seller shall deliver to Buyer a commitment for a
Title Policy (the "Commitment"), stating the condition of the title to the Land,
together with legible copies of all documents evidencing any Permitted Exceptions
in the Commitment (the "Exception Documents"). "Permitted Exceptions" means:
(1) any exception arising out of an act of Buyer or its representatives, agents,
employees or independent contractors; (2) zoning and subdivision ordinances and
regulations; (3) the specific exceptions in the Commitment that the Title Company
has not agreed to insure over or remove from the Commitment before the Closing
Date and that Seller is not required to remove as provided above; (4) items shown
on the surveys or any updated or new surveys of the Property which have not been
removed before the Closing Date; (5) any applicable real estate taxes and
assessments not yet due and payable; and (6) rights of tenants under any existing
lease on the Property, as occupancy tenants only and without any rights of first
refusal, rights of first offer or purchase options.
C. Title Approval: Buyer shall have thirty (30) days after receipt of the Commitment
and the Exception Documents, while being aware of the Closing Date set out herein,
to deliver written notification to Seller of Buyer's objections to any of the matters
in the Commitment and the Exception Documents. The Closing Date will be
extended, if necessary, to accommodate this review period. If no objections are
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 2
received, then Buyer shall be deemed to have accepted all matters shown on the
Commitment and the Exception Documents; provided, however, that in no event
will liens, money encumbrances, or other items shown on Schedule C of the
Commitment be deemed to be Permitted Exceptions, and Seller must, at or prior to
closing, discharge or obtain releases of all liens and money encumbrances and cure
all other items shown on Schedule C of the Commitment, whether or not Buyer
objects to such items. The matters that Buyer either approves or is deemed to have
approved are considered Permitted Exceptions. If objections are raised by Buyer,
Seller shall have ten (10) days from the date such objections are disclosed to cure
the same, and the parties will amend the Closing Date set out herein. If the
objections are not timely cured, Buyer may, at Buyer's option (1) waive the
unsatisfied objections and complete the purchase, subject to Seller's obligations to
remove all liens and money encumbrances and cure all other items shown on
Schedule C of the Commitment, or (2) terminate this Agreement, and neither Party
shall have any further rights or obligations under this Agreement, except as
otherwise expressly provided in this Agreement.
INSPECTION OF THE PROPERTY:
A. Entry Onto The Property: The parties to this Agreement are also negotiating a
Temporary License Agreement, intended to grant Buyer access to and use of the
Property for a certain time period. Upon the execution of this Agreement, Buyer
shall have immediate access to the Property and may enter thereon to inspect it at
Buyer's cost, subject to the following:
(1) If the Property is materially damaged as a result of Buyer's inspections,
Buyer must promptly return the Property to as near its pre -inspection
condition as is reasonably practicable;
(2) Buyer must deliver to Seller copies of all inspection reports that Buyer
prepares or receives from third -party consultants or contractors; and
(3) Buyer must abide by any other reasonable entry rules imposed by Seller.
B. Indemnity: TO THE FULLEST EXTENT POSSIBLE BY LAW, SELLER
AGREES TO PROTECT, INDEMNIFY, DEFEND AND HOLD HARMLESS,
BUYER, AND BUYER'S SUCCESSORS AND ASSIGNS, ("INDEMNITEES")
FROM AND AGAINST ALL CLAIMS, DEMANDS, CAUSES OF ACTION,
SUITS, LOSSES, DAMAGES, (INCLUDING WITHOUT LIMITATION
REASONABLE ATTORNEY'S FEES AND COSTS) INCURRED BY OR
ASSERTED AGAINST BUYER IN ITS INVESTIGATION OF THE PROPERTY
AND ARISING FROM OR IN CONNECTION WITH SELLER'S NEGLIGENCE
OR INTENTIONAL MISCONDUCT WITH REGARD TO THE CONDITION
OF THE PROPERTY. NOTWITHSTANDING ANY PROVISION TO THE
CONTRARY, THE OBLIGATIONS OF SELLER UNDER THIS PROVISION
WILL SURVIVE TERMINATION OF THIS AGREEMENT AND CLOSING.
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 3
6. SELLER'S REPRESENTATIONS TO BUYER: Seller represents to Buyer that the
following are true and correct as of the Effective Date and will be true and correct on the
Closing Date (the representations and warranties of Seller in this Section will survive
closing).
A. Authority: Seller is a Texas non-profit corporation duly formed under the laws of
the state of Texas and is in good standing with the Texas Secretary of State and
Texas Comptroller's office, and the individuals signing on behalf of Seller below
have the requisite authority to perform its obligations under this Agreement. This
Agreement is binding on Seller. This Agreement is, and all documents required by
this Agreement to be executed and delivered to Buyer at closing will be, duly
authorized, executed, and delivered by Seller.
B. Litigation: Seller is not aware of any litigation pending or threatened against Seller
that might affect the Property or Seller's ability to perform its obligations under this
Agreement.
C. Violation Of Laws: Seller has not received written notice and has no actual
knowledge of any violation of any law, ordinance, regulation, or requirements
affecting the Property, Seller's use, or Buyer's intended use of the Property.
D. Easements and Appurtenances: Seller has not received any written notice and
has no actual knowledge that any easement, license, permit, or appurtenances
necessary to use the Property in the manner in which it is currently being used has
expired or will not be renewed on expiration or that any material condition will be
imposed to use or renew the same.
E. No Other Obligation To Sell Or Restriction Against Sale: Seller has not
obligated itself to sell all or any portion of the Property to any person other than
Buyer. Seller's performance of this Agreement will not cause a breach of any other
agreement or obligation to which Seller is a party or to which it is bound.
F. No Liens: On the Closing Date, the Property will be free and clear of all
mechanic's and materialman's liens and other liens, assessments, security interests,
and encumbrances of any nature not arising by, through, or under Buyer, and no
work or materials will have been furnished to the Property by Seller that might give
rise to mechanic's, materialman's, or other liens against the Property other than
work or materials to which Buyer has given its consent in writing.
G. Environmental:
(1) Except as specifically provided herein, Seller hereby represents to Buyer
that to Seller's knowledge: (i) no mandatory statutory disclosure document
concerning the environmental condition of the Property needs to be
provided; (ii) the Property is not in any way contaminated with any
hazardous material or substance; (iii) the Property does not appear on any
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 4
state or federal CERCLA (Comprehensive Environmental Responsibility,
Compensation, and Liability Act) or Superfund lists; (iv) neither Seller nor
any of Seller's employees, agents, licensees, invitees, contractors, or other
persons directly or indirectly under the control of Seller have placed or
permitted the placement of any unauthorized hazardous materials or
substances in, on, or over the Property; (v) no other party has placed any
unauthorized hazardous materials or substances in, on, or over the Property;
(vi) the Property is not subject to any federal, state or local "Superfund"
lien, proceedings, claim, liability or action, or the threat or likelihood
thereof, for the clean-up, removal or remediation of any hazardous
substance from the Property; and (vii) Seller has not received written notice
and has no actual knowledge of any hazardous materials by any
governmental authority or third party with respect to the presence of
hazardous materials affecting the Property.
(2) Except as specifically provided herein, no hazardous materials are or have
been placed, held, located, discharged, released, treated, allowed to escape,
or disposed of on or under the Property by or under the direction of Seller,
and to Seller's actual knowledge no part of any improvement on the Property
contains any asbestos or asbestos -containing materials, any polychlorinated
byphenyls in the form of electrical transformers, fluorescent light fixtures
with ballasts, cooling oils or otherwise, nor any lead -based paint, nor any
underground storage tanks.
(3) Seller has never used any portion of the Property, and to the best of Seller's
knowledge no portion of the Property has been used, for a sanitary landfill
or as a dump site or storage site (whether temporary or permanent) for any
hazardous materials.
H. Right of Access: As of the Effective Date, the Property has a legal right and
practicable means of access from a public road.
7. BUYER'S REPRESENTATIONS TO SELLER: Buyer represents to Seller that the
following are true and correct as of the Effective Date and will be true and correct on the
Closing Date.
A. Authority: Buyer is a Texas home -rule municipal corporation operating under
the laws of the state of Texas, with authority to perform its obligations under this
Agreement, subject to the condition set forth herein that Buyer's obligations under
this Agreement is contingent upon an affirmative vote in favor of the proposed
transaction and all of the terms within this Agreement by the Electric Utility Board
of the City of Lubbock and the City Council of the City of Lubbock. Subject to the
conditions set forth herein, this Agreement is binding on Buyer. This Agreement is,
and all documents required by this Agreement to be executed and delivered to Seller
at closing will be, duly authorized, executed, and delivered by Buyer.
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 5
CONDITION OF THE PROPERTY UNTIL CLOSING:
A. Maintenance And Operation: Until closing, Seller will (i) maintain the Property
in at least as good of a condition and state of repair as it existed as of the Effective
Date, except for reasonable wear and tear and casualty damage; (ii) comply with all
contracts, laws, and governmental regulations affecting the Property and Seller's
operations on and occupancy of the Property; and (iii) not encumber, transfer, or
dispose of any of the Property except to sell inventory, replace equipment, and use
supplies in the normal course of operating the Property. Until Closing or the
termination of this Agreement, Seller will not enter into, amend, or terminate any
lease of the Property ("Lease") or other contract that affects the Property other than
in the ordinary course of operating the Property and will promptly give notice to
Buyer of each new, amended, or terminated Lease or other contract, including a
copy of the Lease or other contract, in sufficient time so that Buyer may consider
the new information before the end of the Closing or the termination of this
Agreement.
B. Casualty Damage: If any part of the Property is damaged or destroyed by fire,
windstorm, or other casualty prior to the Closing Date, Seller shall promptly notify
Buyer and restore the same to its previous condition as soon as reasonably possible,
but in any event by the Closing Date. If Seller is unable to do so without default,
Buyer may terminate this Agreement if the casualty damage that occurs before
closing would materially affect Buyer's intended use of the Property, by giving
written notice to Seller. The casualty damage will be deemed to materially affect
Buyer's intended use if the estimated amount of damage exceeds thirty percent
(30%) of the Purchase Price. If Buyer does not terminate this Agreement, Seller
will (a) convey the Property to Buyer in its damaged condition, (b) assign to Buyer
all of Seller's rights under any property insurance policies covering the Property,
and (c) pay to Buyer the amount of the deductibles and coinsurance provisions
under any insurance policies covering the Property, but not in excess of the cost to
repair the casualty damage. If Seller has not insured the Property and Buyer does
not elect to terminate this Agreement in accordance with this section, the Purchase
Price will be reduced by the cost to repair the casualty damage.
9. CLOSING:
A. Closing: The closing of this transaction shall be conducted at the Title Company
on or before February 28, 2022, (the "Closing Date"), or such other time and place
as may be agreed upon by the Parties, unless some valid objection to the title is
made by Buyer requiring additional time within which to meet and cure the same,
in which event it shall be consummated within a reasonable time after meeting and
curing such objections. At closing, the following will occur:
1) Buyer will deliver the Purchase Price and other amounts that Buyer is
obligated to pay under this contract to Escrow Agent in funds acceptable to
Escrow Agent. ;
2) Seller will deliver to Buyer a general warranty deed and bill of sale
conveying good and marketable title to the Land and Improvements;
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 6
3) The Parties will execute and deliver customary agreements, certificates,
permits, approvals, records of tax exemption applicable to the Property,
records of regulatory proceedings or violations applicable to the Property,
resolutions, documents affecting the property such as licenses, agreements,
and encumbrances that have not been filed in the Lubbock County Clerk's
office, and other closing documents and any documents required by Title
Company ("Closing Documents");
4) Title Company will be instructed to record the deed and the other closing
documents directed to be recorded, and distribute documents and copies in
accordance with the Parties' written instructions; and
5) Seller will deliver possession of the Property to Buyer, free of any liens,
leases, or other encumbrances, subject to the Permitted Exceptions existing
at closing and any liens and security interests created by Buyer at closing to
secure financing for the Purchase Price.
B. Transaction Costs: At Closing, the Parties will pay the costs associated with this
transaction as follows:
(1) Seller will pay for the basic charge for the Title Policy; the costs to prepare
the deed and bill of sale; the costs to obtain, deliver, and record releases of
any liens required to be released in connection with the sale; the costs to
record documents to cure title objections agreed or required to be cured by
Seller and to resolve matters shown in Schedule C of the Commitment; Title
Company's inspection fee to delete from the Title Policy the customary
exception for rights of parties in possession; the additional premium for the
survey/area and boundary deletion in the Title Policy; the costs of any UCC
search, and certificates or reports of ad valorem taxes; the costs to deliver
copies of the instruments; any other costs expressly required to be paid by
Seller in this Agreement; and Seller's attorney's fees and expenses.
(2) Buyer will pay the costs to obtain, deliver, and record all documents other
than those to be obtained or recorded at Seller's expense; the costs to obtain
financing of the Purchase Price, including the incremental premium costs
of the loan title policies and endorsements and deletions required by Buyer's
lender; any other costs expressly required to be paid by Buyer in this
Agreement; and Buyer's attorney's fees and expenses.
C. Ad Valorem Taxes: The Parties recognize and acknowledge that Buyer is a tax-
exempt entity. Buyer agrees to submit all requisite documents and application(s)
with the Lubbock Central Appraisal District to confirm that following Closing, the
Property will be owned by a tax-exempt entity, and no further tax will be due. Seller
agrees: (i) that ad valorem taxes due for the Property for the calendar year of closing
will be calculated as of the Closing Date, and Seller shall pay those taxes in full at
Closing to the Lubbock Central Appraisal District; (ii) if the assessment for the
calendar year of closing is not known at the Closing Date, the calculation will be
based on tax rates for the previous tax year applied to the most current assessed
value; (iii) Seller will promptly notify Buyer of all notices of proposed or final tax
valuations and assessments that Seller receives after the Effective Date and after
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 7
closing; and (iv) Any and all prior or past due taxes (including any penalties,
interest, and attorney's fees) that are still due as of closing will be paid by Seller at
closing.
D. Issuance of Title Policy: Seller will cause Title Company to issue the Title Policy
to Buyer as soon as practicable after closing.
10. DEFAULT AND REMEDIES:
A. Seller's Default; Buyer's Remedies before Closing: If Seller fails to perform any
of its obligations under this Agreement or if any of Seller's representations are not
true and correct as of the Effective Date or on the Closing Date ("Seller's Default"),
Buyer may (i) terminate this Agreement by giving notice to Seller on or before the
Closing Date, or (ii) enforce specific performance of this Agreement. If Seller's
Default occurs after Buyer has incurred costs to investigate and inspect the Property
and Buyer terminates this Agreement in accordance with the previous sentence,
Seller will also pay to Buyer as liquidated damages the total of Buyer's actual out-
of-pocket expenses incurred after the Effective Date to investigate and inspect the
Property ("Buyer's Expenses"), the same to be paid to Buyer within ten (10) days
after Seller's receipt of an invoice from Buyer stating the amount of Buyer's
Expenses and accompanied by reasonable evidence of same.
A. Seller's Default; Buyer's Remedies after Closing: If Seller's representations are
not true and correct at closing for reasons reasonably within Seller's control or
knowledge and Buyer does not become aware of the untruth or incorrectness until
after closing, Buyer will have all the rights and remedies available at law or in
equity, including but not limited to rescission of this Agreement. If Seller fails to
perform any of its obligations under this Agreement that survive closing, Buyer will
have all rights and remedies available at law or in equity.
B. Buyer's Default; Seller's Remedies before Closing: If Buyer fails to perform
any of its obligations under this Agreement ("Buyer's Default"), Seller may, as its
sole and exclusive remedy, terminate this Agreement by giving notice to Buyer on
or before the Closing Date, thereby releasing Buyer from any further obligations
under this Agreement. The foregoing constitutes Seller's sole and exclusive
remedies for a default by Buyer before Closing.
C. Buyer's Default; Seller's Remedies after Closing: After closing, if Buyer fails
to perform any of its obligations under this Agreement that survive closing, Seller
will have all rights and remedies available at law or in equity unless otherwise
provided by the Closing Documents.
E. Attorney's Fees: If either party retains an attorney to enforce this Agreement, each
party will be responsible for its own attorney's fees and court and other costs.
11. MISCELLANEOUS PROVISIONS:
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 8
A. Notices: Any notice required by or permitted under this Agreement must be in
writing. Any notice required by this Agreement will be deemed to be delivered
(whether actually received or not) when deposited with the United States Postal
Service, postage prepaid, certified mail, return receipt requested, and addressed to
the intended recipient at the address shown in this Agreement. Notice may also be
given by personal delivery, facsimile transmission, electronic mail transmission, or
other commercially reasonable means and will be effective when actually received,
provided that (a) any notice received on a Saturday, Sunday, or national holiday
will be deemed to have been received on the next day that is not a Saturday, Sunday,
or national holiday and (b) any notice received after 5:00 P.M. local time at the place
of delivery on a day that is not a Saturday, Sunday, or national holiday will be
deemed to have been received on the next day that is not a Saturday, Sunday, or
national holiday. Any address for notice may be changed by not less than ten (10)
days' prior written notice delivered as provided herein.
B. Captions. The captions for the articles and sections in this Agreement are inserted
in this Agreement strictly for the Parties' convenience in identifying the provisions
to this Agreement and shall not be given any effect in construing this Agreement.
C. Entire Agreement: This Agreement, its exhibits, and any Closing Documents
delivered at closing constitute the entire agreement of the Parties concerning the
sale of the Property by Seller to Buyer. There are no representations, warranties,
agreements, or promises pertaining to the sale of the Property by Seller to Buyer
that are not in those documents.
D. Amendment: This Agreement may be amended only by an instrument in writing
signed by the Parties, and duly authorized by governing bodies, as applicable.
E. Assignment: Buyer may assign this Agreement and Buyer's rights under it, and
any such Assignment must be in writing and a copy of any such Assignment shall
be provided to Seller.
F. Survival: The provisions of this Agreement that expressly survive termination or
closing and other obligations of this Agreement that cannot be performed before
termination of this Agreement or before closing survive termination of this
Agreement or closing, and the legal doctrine of merger does not apply to these
matters. If there is any conflict between the Closing Documents and this
Agreement, the Closing Documents control. The representations made by the
parties as of Closing survive Closing.
G. Choice of Law; Venue: THIS AGREEMENT IS TO BE CONSTRUED UNDER THE LAWS
OF THE STATE OF TEXAS, WITHOUT REGARD TO CHOICE -OF -LAW RULES OF ANY
JURISDICTION. VENUE IS IN LUBBOCK COUNTY, TEXAS.
H. Waiver of Default: Default is not waived if the non -defaulting party fails to
declare a default immediately or delays taking any action with respect to the default.
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 9
I. No Third -Party Beneficiaries: There are no third -party beneficiaries of this
Agreement.
J. Severability: If any provision of this Agreement is ever held to be invalid or
ineffective by any court of competent jurisdiction with respect to any person or
circumstance, the remainder of this Agreement and the application of such
provision to persons and/or circumstances other than those with respect to which it
is held invalid or ineffective shall not be affected thereby.
K. Ambiguities Not to Be Construed against Party Who Drafted Agreement: The
rule of construction that ambiguities in a document are construed against the party
who drafted it does not apply in interpreting this Agreement.
L. No Special Relationship: The Parties' relationship is an ordinary commercial
relationship, and the parties do not intend to create the relationship of principal and
agent, partners, joint venturers, or any other special relationship.
M. Counterparts: If this Agreement is executed in multiple counterparts, all
counterparts taken together constitute this Agreement. Copies of signatures to this
Agreement are effective as original signatures.
N. Confidentiality: All information learned in the course of this transaction shall be
kept confidential. Notwithstanding any provision to the contrary, confidentiality
requirements shall not apply to: (i) duly elected or appointed officials, (ii) this
Agreement and amounts paid herein, (ii) the extent disclosure is required by law or
court order or to enable third parties to advise or assist Buyer to investigate and
inspect the Property or to close this transaction. Remedies for violations of this
provision are limited to injunctions and no damages or rescission may be sought or
recovered as a result of any such violations. Notwithstanding anything herein, the
Parties understand Buyer is subject to the Texas Public Information Act, Texas
Government Code § 552.001, et seq., and will comply with this Act.
O. Disclosure of Interested Parties. To the extent Section 2252.908 of the Texas
Government Code applies to this Agreement, Seller shall submit a disclosure of
Interested Parties ("Disclosure Form") to LP&L (to the attention of LP&L's
Purchasing Department) at the time Seller submits the signed Agreement to LP&L.
The Disclosure Form may be found here:
https://www.ethics.state.tx.us/filinginfo/1295/ or other webpage as designated by
the Texas Ethics Commission from time to time. If Seller has not submitted a
Disclosure Form pursuant to this section, Seller represents and warrants that
Section 2252.908 of the Texas Government Code does not apply to this Agreement.
P. Texas Public Information Act: The requirements of Subchapter J, Chapter 552,
Government Code may apply to this Agreement and Seller agrees that the
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 10
Agreement can be terminated if Seller knowingly or intentionally fails to comply
with a requirement of that subchapter.
To the extent Subchapter J, Chapter 552, Government Code applies to this
agreement, Seller agrees to: (1) preserve all contracting information related
to the Agreement as provided by the records retention requirements
applicable to the governmental body for the duration of the Agreement; (2)
promptly provide to the governmental body any contracting information
related to the Agreement that is in the custody or possession of the entity on
request of the governmental body; and (3) on completion of the Agreement,
either: (A) provide at no cost to the governmental body all contracting
information related to the Agreement that is in the custody or possession of
the entity; or (B) preserve the contracting information related to the
Agreement as provided by the records retention requirements applicable to
the governmental body.
Q. Binding Effect: This Agreement binds, benefits, and may be enforced by the
Parties and their respective heirs, successors, and permitted assigns.
R. Non -Boycott of Israel. To the extent it applies, Seller hereby warrants that it is in
compliance with Chapter 2271, Subtitle F, Title 10 of the Texas Government Code
by verifying that: (1) it does not boycott Israel and (2) it will not boycott Israel
during the term of this Agreement.
S. Ownership Representation and Warranty. To the extent Chapter 2274, Texas
Government Code applies to this Agreement, Seller represents and warrants that it
is not, and during the term of this Agreement will not be (1) owned by or the
majority of stock or other ownership interest of Seller, will not be held or controlled
by (i) individuals who are citizens of China, Iran, North Korea, Russia, or a
designated country, as defined in Section 2274.0101, Texas Government Code; or
(ii) a company or entity, including a governmental entity, that is owned or
controlled by citizens of or is directly controlled by the government of China, Iran,
North Korea, Russia, or a designated country as defined in Section 2274.0101,
Texas Government Code; or (2) headquartered in China, Iran, North Korea, Russia,
or a designated country as defined in Section 2274.0101, Texas Government Code.
Seller warrants and represents that LP&L's Agreement with Seller therefore does
not and will not violate Texas Government Code Section 2274.0101, et seq.
T. Non -Discrimination against Firearm Entities/Trade Associations. Seller
hereby warrants that it is in compliance with Chapter 2274, Subtitle F, Title 10 of
the Texas Government Code by verifying that: (1) it does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm
trade association, and (2) it will not discriminate during the term of the Agreement
against a firearm entity or firearm trade association.
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 11
U. Non -Boycott of Energy Companies. Seller hereby warrants that it is in
compliance with Chapter 2274, Subtitle F, Title 10 of the Texas Government Code
by verifying that: (1) it does not boycott energy companies, and (2) it will not
boycott energy companies during the term of this Agreement.
12. TIME FOR PERFORMANCE: Time is of the essence of this Agreement and strict
compliance with the times for performance is required.
IN WITNESS WHEREOF, Buyer and Seller have caused this Agreement to be signed and
executed effective as of the Effective Date.
ATTEST:
IQ, 4� 4
Beck I
Garza, City Secreta
APPROVED AS TO CONTENT:
kLkw��Z_
David McCalla, Director of Electric Utilities
APPROVED AS TO FORM:
Jen Smit &L General Counsel
BUYER:
City of Lubbock, a Texas home -rule
municipal c oration
Daniel M. Pope, Mayor
City of Lubbock, acting by and through the
Electric Utility Board
Dan Odom, Chairman
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 12
ATTEST:
Gwen afford, Board ASecretar
APPROVED AS TO CONTENT:
21
David McCalla, Director of Electric Utilities
APPROVED AS TO FORM:
or-4.
Jen Smit &L General Counsel
SELLER:
PYCO INDUSTRIES, INC
Robert Lacy, Jr., President and Chief
Executive Officer
STATE OF TEXAS
COUNTY OF LUBBOCK
This instrument was acknowledged before me on , 2022, by
Daniel M. Pope, Mayor of the City of Lubbock, a Texas home rule municipal corporation, on
behalf of said Texas home rule municipal corporation.
Notary Public, State of Texas
My commission expires:
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 13
ATTEST:
Gwen Stafford, Board Secretary
APPROVED AS TO CONTENT:
David McCalla, Director of Electric Utilities
APPROVED AS TO FORM:
Jenny Smith, LP&L General Counsel
SELLER:
PYCO INMI ITRIES. INC
Robert Lacy, Jr., Pre�ideiht and Chief
Executive Officer
STATE OF TEXAS §
COUNTY OF LUBBOCK §
This instrument was acknowledged before me on , 2022, by
Daniel M. Pope, Mayor of the City of Lubbock, a Texas home rule municipal corporation, on
behalf of said Texas home rule municipal corporation.
Notary Public, State of Texas
My commission expires:
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 13
STATE OF TEXAS §
COUNTY OF LUBBOCK §
This instrument was acknowledged before me on 1,?, 2022, by Dan
Odom, Chairman of the Electric Utility Board of City of Lubbock, avrexas home rule municipal
corporation, on behalf of said Texas home rule municipal corporation.
,,%��VPBEATRICE MARIE DUENEZ 91
z°: L� Notary Public, State of Texas
Comm. Expires 07-24-2023
''i,,O„���� Notary ID 132100698
STATE OF TEXAS
COUNTY OF
�biakese __0 �!
Notary Public, gtaieof Texas
My commission expires: jj_q—.2013
This instrument was acknowledged before me on , 2022, by
Robert Lacy, Jr. acting in his capacity as President and CEO of Pyco Industries, Inc., a Texas non-
profit corporation, on behalf of said Texas non-profit corporation.
Notary Public, State of Texas
My commission expires: _____
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 14
STATE OF TEXAS
COUNTY OF LUBBOCK
This instrument was acknowledged before me on , 2022, by Dan
Odom, Chairman of the Electric Utility Board of City of Lubbock, a Texas home rule municipal
corporation, on behalf of said Texas home rule municipal corporation.
Notary Public, State of Texas
My commission expires: _
STATE OF TEXAS
COUNTY OF
This instrument was acknowledged before me on 114 , 2022, by
Robert Lacy, Jr. acting in his capacity as President and CEO of yco Indu ries, Inc., a Texas non-
profit corporation, on behalf of said Texas non-profit corporation.
1GLISA BUXTON
NPubk SW of Tom
otary I W NH
MyWwftME*NW*M
to -
Notary Public, State of Texas
My commission expires: Z-ZA/
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 14
EXHIBIT "A"
REAL ESTATE PURCHASE AND SALE AGREEMENT Page 15
Relurnto; City of Lubbock;1314 Aveenue K; 5thFloor;Lubbock, Texas 79401.;Attn;B1air McGinnis
GF#2021-1475F
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER
R�Wd111-2
ni t�
General Warrantv Deed cID
ounty
DateDate: i� y 2022 C Ce00-1150
CJ
Grantor: Pyco Industries, Inc., a Texas non-profit corporation
Grantor's Mailing 2901 Avenue A, Lubbock, TX 79404
Address:
Grantee: City of Lubbock, a Texas home -rule municipal corporation
Grantee's Mailing
Address: 1314 Ave. K, 5th Floor, Lubbock, Texas 79401
Consideration: TEN AND NO/100 DOLLARS ($10.00) and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged
by Grantor
A. PROPERTY:
An approximately 0.679 acre tract of land, more or less, being a portion of block 36,
Coronado Addition to the City of Lubbock, according to the map, plat, and/or dedication
deed recorded in volume 930, page 195, deed records of Lubbock County, Texas (DRLCT),
and a portion of Block 71, Wheelock's Second Addition to the City of Lubbock, according
to the map, plat, and/or dedication deed thereof recorded in Volume 26, Page 46, DRLCT,
said 0.679 acre tract being further described and depicted on Exhibit "A" attached hereto and
made a part hereof for all purposes (the "Land");
together with (i) all improvements and fixtures situated thereon ("Improvements"), (ii) all rights,
privileges, and appurtenances pertaining thereto, including but not limited to easements, rights -of -
way, licenses, permits, and other similar interests ("Appurtenances") existing in connection with
the beneficial use and enjoyment of the Property, and (iii) all mineral, oil, gas, and other
hydrocarbon substances appurtenant to the Property that are not previously reserved (the
"Property").
B. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE
All presently recorded instruments affecting the Property, other than liens and conveyances;
all visible and recorded easements, rights -of -way, and prescriptive rights; the rules and regulations
of any taxing authority having jurisdiction; all mineral rights outstanding in third parties; any valid
and subsisting oil, gas, and mineral leases; and any other applicable liens, encumbrances,
regulations or orders of municipal and/or other governmental authorities, if any, or other matters
of record, to the extent, but only to the extent, they are validly existing and affect the Property.
This conveyance is made by Grantor and accepted by Grantee subject to the terms,
conditions, and provisions hereof and further subject to the Real Estate Purchase and Sale
Agreement entered into between Grantor and Grantee, and subject to all applicable easements,
conditions, restrictions, covenants, liens, encumbrances, regulations or orders of municipal and/or
other governmental authorities, if any, or other matters of record.
Grantor, for the consideration and subject to the Reservations from and Exceptions to
Conveyance and Warranty herein stated, grants, sells, and conveys to Grantee the Property,
together with all and singular the rights and appurtenances thereto in any wise belonging, to have
and hold it to Grantee and Grantee's successors and assigns forever. Grantor hereby binds Grantor
and Grantor's heirs, legal representatives, and successors to warrant and forever defend all and
singular the title to the Property to Grantee and Grantee's heirs, legal representatives, successors
and assigns against every person whomsoever lawfully claiming or to claim the same or any part
thereof, except as to the Reservations from and Exceptions to Conveyance and Warranty.
When the context requires, singular nouns and pronouns include the plural.
[signature page follows]
GRANTOR
PYCO INDUSTRIES, INC.
Xame: a oet c-y ��-
Title: 0A,,,,j_P4 1', C,r a
STATE OF TEXAS
COUNTY OF LUBBOCK
This instrument was acknowledged before me on 11LnMQQg 1 2022 by Robert Lacy,
Jr., President and CEO of Pyco Industries, Inc. a Texas Mn-profit cuporation, on behalf of said
non-profit corporation.
LISA BUXTON
Notary IDi 83=H
Ml►� 6�eeQ��r�4
After recording, return to:
Lubbock Power & Light
Attn: Blair McGinnis
1314 Ave. K, 5th Floor
Lubbock, Texas 79401
i�'otaryy Public, State of Texas
My commission expires: ,Z- 2, A�
EXHIBIT "A"
surveyed on the ground. Boundary Survey of a 0.6790 Acre Portion of
August 13. 2021 Block 36
Revised January 2, 2022 to correct recording information for
Wheelock's 2nd Addition plot. Coronado Addition
\ and a portion of
\ Block 71,
Wheelock's 2nd Addition
\ Robert A. Clristopher to the City of Lubbock
Registered Professional Loth Surveyor No. 5167 Lubbock Count Licensed State Land Surveyor y, Texas
State of Texas
4,6 OF TE
e�oa/ e��tSp
\ 110/EIITA CHNSTOME/ QAFE/8,o,GRAPHIC SCALE Pl FEET I•100'
�0�12 � � ~DglrtNtot� � am aw
bcw�: 7 -� 8� Aao� ON--
gos6°OgEOT c� DRY
/ pOiia;�A�r
_ Clli • ap pi • �,p,�, 3.
v�j yg' N. 05.13,cr2 W. r� 0.6790
9 578 Sq
a,. Ft.
5.18' P.O.B.
69 �>F� 70 OF
�4z, y
B,.pDN
LLI� WHEEL OCKS AD ADM.. 6.61 ��10�
' crJ aF adK
i a wl avr % 1 AVCOOMINISMttt. nqT f P
AC U
a 47 rGD n
J�v
® - FOUND 1/2" I.R. w/CAP (IRA)
/2
O - FOUND I" I.R.
• - SET 12" I.R. w/CAP (IRA)
BEARINGS RELATIVE TO GRID NORTH. TEAS COORDINATE SYSTEM OF 1983,
NORTH -CENTRAL ZONE. DISTANCES ARE SURFACE, U.S. SURVEY FEET.
20210850-IG/TRAC
METES AND BOUNDS DESCRIPTION of a 0.6790 are tract being a
parlion of Block 36. Coronado Addition to the City of Lubbock, according
to the map, plot, ond/or dedication deed thereof recorded in Vokme 930,
Page 195, Deed Records of Lubbock County, Texas (DRLCT), and a
portion of Block 71. Wheelock's Second Addilion to the City of Lubbock,
according to the map, plat, and/or dedication deed thereof recorded in
Vol rrle 26. Page 46. DRLCT, said 0.6790 acre tract being further
described as
follows:
BEGINNING of a 12" iron rod with cap marked "HUGO REED Assoc'
found In the South line of and Black 36. Cormodo Addition, at the
Southeast caner of that 0.93 we tract described in Vol me 1417. Page
475. DRLCT, fa m the Southwest carrier of this tract which bears
N. 69"4eW E. a distance of 375.00 feel frorn the original Southwest
tamer of sand Black 36;
THENCE N. 20"13'37" E.. along the East line of said 0.93 we tract is
distance of 200.05 feet to a 12" Iran rod found in the South
right-of-way line of Coronado Drive, at the Northeast coma of said 0.93
we tract and the Northwest caner of this hat;
THENCE S. 69"46'30" E.. along the South line of mid Coronado Drive a
distance of 174.04 feet to a 12" ran rod with cap stamped "HUGO REED
Assoc" set for the Northeast caner of this tract;
THENCE S. 20"13'37' W. a distance of 134.35 feet to a 12"'son rod
with cop naked "HUGO REED ASSOC' set la the most Emferly Southeast
comer of this tract;
THENCE S. 87e5743" W.. at 173.29 feel, pass the South line of said
Black 36. continuing far a total distance of 186.61 feet to a 1/2" eon rod
with cap marked'iA1G0 REED ASSOC' set la the most Southerly
Southwest caner of this troct;
THENCE N. 05.13'20" E. a distance of 5.18 feet to the Point of
Beginning.
No obshoct of file a rise cornnetn ent woo poaided to
IN, surseyor. Recall 1-11 done by Mb avaeya wua node
onh for Me prWae of Oefermiuq. bardvy of INa Papery
And of la odkans4 porceb. Record doarnents other than lee
shown an this --ey rroy eaht and er ber Ihb property.
COPYRIGHT 2022 HUGO REED d ASSOCIATES, INC.
HUGO REED
AND ASSOCIATES, INC.
LAND SURVEYORS 1601 AVENUE N
CIVIL ENGINEERS LUBBOCK, TEXAS 79,101
irzaa uca,seosuwervgira soanea0 PHONE: 806/76a.36e2
rxwn reaanMaea a"avrFAe+e muv FAK:809/763-3891
- FILED AND RECORDED
OFFICIAL PUBLIC RECORDS
OF p
OFL�
Kelly Pinion, County Clerk
Lubbock County, TEXAS
02/28/2022 02:00 PM
Recording Fee: $38.00
2022009684