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HomeMy WebLinkAboutResolution - 5648 - Contract Of Sale - Housing Authority - 1301 Broadway - 09_25_1997RESOLUTION Item # 43 September No. 5648 25, 1997 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Contract of Sale with the Housing Authority of the City of Lubbock, Texas, for the purchase of property located at 1301 Broadway in the City of Lubbock, attached herewith, which Contract shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this — 25th day of September , 1997. r � ! Ili �,'�• ATTEST: ] ) �wG hql Kaye Darnell, City Secretary J APPROVED AS TO CONTENT: J. Robert Massengale, Ma;dging Director of Electric Utilities APPROVED AS TO FORM: arold Willard, Assistant City Attorney da/ccdocs/authrty. res July 31, 1997 RESOLUTION NO.5648 Item # 43 September 25, 1997 THE STATE OF TEXAS § CONTRACT OF SALE COUNTY OF LUBBOCK S This Contract of Sale is made by and between the HOUSING AUTHORITY OF THE CITY OF LUBBOCK, TEXAS, (referred to herein as "SELLER") and the CITY OF LUBBOCK, TEXAS, a Home Rule Municipal Corporation of Lubbock County, Texas, (referred to herein sometimes as "BUYER" and sometimes as "CITY"). R E C I T A L S: 1. SELLER owns a building and a tract of land located at 1301 Broadway,Lubbock County, Texas, and more particularly described as all of Block 130, Original Town Addition to the City of Lubbock, Lubbock County, Texas. 2. SELLER desires to sell and CITY desires to buy the above described real property and building situated thereon, herein collectively referred to as "the PROPERTY," free and clear of all liens, claims and encumbrances, as disclosed by an examination of title by the title company for the purpose of issuance of a title commitment for an owner's policy of title insurance, and upon the terms and conditions hereinafter set forth. A G R E E M E N T: I. THE PROPERTY For the consideration hereinafter set forth and upon all terms, conditions and provisions herein contained, SELLER agrees to sell and convey to BUYER and BUYER agrees to purchase from SELLER all of SELLER'S rights, title and interest to the PROPERTY. This conveyance shall be subject to the following: CONTRACT OF SALE - HOUSING AUTHORITY PAGE 1 (a) all written oil, gas and other mineral leases, restrictions, covenants, reservations and mineral severances and rights -of -way of record in Lubbock County, Texas, or visible upon the ground, but only to the extent they are still in force and effect at the time of such conveyance and provided that same do not render the title unmarketable; (b) zoning regulations, ordinances and municipal building restrictions and all other laws, ordinances, regulations or restrictions of the City of Lubbock, provided the same do not prohibit the present use of the Property; (c) any state of facts an accurate survey would show, provided the same do not render title unmarketable; (d) any matter that a title insurance company would ordinarily insure against without additional premium; (e) leases and tenancies listed on the annexed Exhibit "A". This Agreement to sell and convey the PROPERTY specifically includes the above described real property together with all the rights and appurtenances pertaining thereto as well as the building and any other improvements situated thereon, but does not include any furniture or equipment owned by SELLER. II. CONSIDERATION BUYER shall pay to SELLER for the PROPERTY the following sum: ONE MILLION TWO HUNDRED THOUSAND AND N0/100 DOLLARS ($1,200,000.00) cash to be paid by BUYER toSELLER at closing. EVIDENCE OF TITLE SELLER will furnish to BUYER, at SELLER'S expense, an owner's title policy issued by a reputable title insurance company in Lubbock, Texas, licensed to do business in the State of Texas and approved by Seller, which CONTRACT OF SALE - HOUSING AUTHORITY PAGE 2 insures title to the PROPERTY and thereby guarantees its title to be good and indefeasible, subject only to encumbrances permitted by this Contract. Within forty-five (45) days from the date of this Contract, SELLER will cause a preliminary title insurance commitment to be issued. BUYER shall inform SELLER in writing within (15) days of the date BUYER receives such title insurance commitment if BUYER discovers objections or defects which prevent the issuance of a title policy in a form satisfactory to BUYER. SELLER will use its best efforts to correct, within thirty (30) days, said objections or defects. If SELLER is unable to correct the same at or before closing, then BUYER may elect to declare this Contract terminated and of no further force and effect, and the escrow deposit, if any, shall be forthwith returned to BUYER; or, BUYER may waive the objections to title and agree to accept the title not conforming in all respects to the foregoing requirements, in which event, the sale of the PROPERTY shall be closed as herein provided. IV. TAXES It is understood that the Seller is exempt from the payment of ad valorem taxes on any real property which it owns. However, the Seller does make annual payments in lieu of taxes (PILOT) pursuant to an agreement with the City of Lubbock. The annual payments in lieu of ad valorem taxes for the PROPERTY for 1996 and all previous years have been paid and the prorated payment in lieu of taxes, if any, for 1997 to the date of closing will be paid by SELLER. CONTRACT OF SALE - HOUSING AUTHORITY PAGE 3 V. The obligations of the BUYER and SELLER to consummate this transaction are subject to the fulfillment, at or prior to closing, of each of the following conditions: A. Approval of this Sales Contract by the Lubbock City Council, the Board of Commissioners for the Housing Authority of the City of Lubbock, and the Regional Office of the Department of Housing and Urban Development. B. A title policy is issued in favor of BUYER as hereinabove set forth. C. BUYER is able to secure from SELLER such legal documents as may be required to consummate this transaction, including the acquisition of good and indefeasible title to the PROPERTY, free and clear of all liens, claims and encumbrances, except as herein provided, including a general warranty deed from the SELLER. D. Seller shall have entered into a Contract of Sale for the purchase of a property at 1710 Avenue G, Lubbock, Texas, with closing to be scheduled simultaneously with, or subsequent to, but not before, the closing of this contract. Immediately upon execution of this Contract, SELLER and BUYER each agree to diligently pursue in good faith all actions that may be necessary to fulfill the above conditions as soon as reasonably possible. Both BUYER and SELLER agree that the closing date for completing the sale of the PROPERTY shall be on or before ninety (90) days from the date that both parties have approved and executed this Contract. CONTRACT OF SALE - HOUSING AUTHORITY PAGE 4 Via CONTRACT BINDING This Contract and all covenants and agreements herein shall inure to the benefit of and be binding upon the parties hereto and upon their respective heirs, administrators, executors, successors and assigns. hff0 PLACE OF PERFORMANCE The parties agree that all payments, remedies and conditions performable under the terms of this Contract shall be payable and performable in Lubbock County, Texas. base ENVIRONMENTAL STUDY BUYER represents that it will contract with an environmental engineering firm to conduct an environmental study of the PROPERTY at BUYER'S expense. No visible problems are foreseen with this property, but if a major environmental hazard is discovered, SELLER will pay for one-half of any remedial work necessary up to a total amount of $30,000. I%. NOTICE Any notice given or made for any purpose pursuant to this Contract shall be valid only if in writing and sent by certified mail, return receipt requested, postage prepaid, addressed as follows: If to SELLER: ARNOLD MINCEY, Jr. C/o HOUSING AUTHORITY OF THE CITY OF LUBBOCK P.O. Box 2568 Lubbock, Texas 79401 CONTRACT OF SALE - HOUSING AUTHORITY PAGE 5 If to BUYER: ED BUCY Right -of -Way, Agent CITY OF LUBBOCK P.O. Box 2000 Lubbock, Texas 79457 Either party may, at any time, and from time to time, in the manner set forth herein for the giving of notice, change the address of such party, as designated in this paragraph. %. SURVEY The BUYER will obtain a survey at its cost if needed. %I. REALTORS SELLER and BUYER represent to each other that neither party has retained a realtor or broker with respect to this transaction and no realtor or broker fees or commissions shall be necessary in connection with the purchase of the PROPERTY. XII. EARNEST MONEY DEPOSIT For the purpose of securing the performance of BUYER under the terms and provisions of this Contract, BUYER has delivered to the title company selected by SELLER, the sum of Twelve Thousand Dollars ($12,000), the Earnest Money, which shall be paid by the title company to SELLER in the event BUYER breaches this Agreement as provided in Section XV hereof. At the closing, the Earnest Money shall be paid over to SELLER and applied to the cash portion of the purchase price, provided, however, that in the event the BUYER shall have given written notice to the title company that one or more of the conditions precedent to its obligations set forth in Section V have not been met, or, in the opinion of BUYER, cannot be satisfied, in the manner and as provided for CONTRACT OF SALE - HOUSING AUTHORITY PAGE 6 in Section V. then the Earnest Money shall be forthwith returned by the title company to BUYER. %III. CLOSING Time is of the essence in this Contract. It is understood that after this Contract is executed, actions are required by both SELLER and BUYER in order to satisfy the conditions precedent, and that closing will occur on or before ninety (90) days from the date that both parties have approved and executed this Contract. Closing shall take place at the office of the title company issuing the Owner's Policy of Title Insurance, or such other place as the parties may mutually agree. At the time of closing, all documents are to be executed and delivered, and all monies are to be paid. The title policy fee and all normal closing costs will be paid for by the SELLER. %IV. SPECIAL PROVISIONS 1. Property Sold "As Is". All understandings and agreements heretofore had between the parties are merged in this Contract, which alone fully and completely expresses their agreement, and the same is entered into after full investigation, neither party relying upon any statement, representation, express or implied warranties, guarantees, promises or information not embodied in this Contract, made by the other, or by any agent, employee, servant or other person representing or purporting to represent BUYER or SELLER. BUYER has inspected the PROPERTY and is thoroughly acquainted with its condition and takes same "as is", as of the date of this Contract, except for ordinary wear and tear and damage by the elements or casualty. CONTRACT OF SALE - HOUSING AUTHORITY PAGE 7 2. No Representations by SELLER. All of the terms and conditions of this Contract between the parties are stated herein and no representations or inducements have been made to the BUYER by the SELLER other than those expressly stated in this Contract. 3. SELLER May Pay Liens at Closing. The parties agree that the SELLER may pay and discharge any liens and encumbrances disclosed by an examination of the title by the title insurance company out of the monies to be paid by the BUYER on the closing of this sale. 4. New Leases of Space. SELLER agrees that it will not enter into any new lease of space on the PROPERTY after the date of this Contract without the consent of BUYER. %V. TERMINATION AND REMEDIES 1. If BUYER fails to consummate the purchase of the PROPERTY pursuant to this Contract for any reason other than termination hereof pursuant to a right granted to BUYER in this contract, then SELLER, as its sole remedy, shall have the right to terminate this contract by notifying BUYER thereof, in which event the title company shall deliver the Earnest Money to SELLER as liquidated damages, whereupon neither BUYER nor SELLER shall have any further rights or obligations hereunder. 2. If BUYER terminates this contract pursuant to a right granted to BUYER in this contract, then title company shall return the Earnest Money to BUYER, whereupon neither party hereto shall have any further rights or obligations hereunder. 3. If SELLER fails to consummate the sale of this PROPERTY pursuant to this contract for any reason other than BUYER'S failure to perform its obligations hereunder or termination hereof by BUYER in accordance with this CONTRACT OF SALE - HOUSING AUTHORITY PAGE 8 section, then BUYER may, at BUYER'S option, do any of the following: (1) terminate this contract by notifying SELLER thereof, in which case title company shall return the Earnest Money to BUYER; (2) enforce specific performance of this contract against SELLER; or (3) bring an action against SELLER for damages. 4. The provision for payment of liquidated damages has been included herein because, in the event of a breach by BUYER or SELLER, the actual damages to be incurred by either can reasonably be expected to approximate the amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to measure accurately. %VI. GENERAL CONDITIONS A. Entire Agreement: This Contract embodies the entire agreement and understanding of the parties and supersedes any and all prior letters of intent, agreements, arrangements and understandings relative to the subject matter hereof. B. Counterparts: This Contract may be executed in one or more counterparts, each of which shall be effective as an original. IN WITNESS WHEREOF, the parties hereto have executed this Contract of Sale, effective this day of 1997. CONTRACT OF SALE - HOUSING AUTHORITY PAGE 9 SELLER: HOUS CITY BY: ATT T: I BUYER: CIT OF OCK TEXAS SY. w1ND SITTO MA OR 'EST: ayt e Darnell, City Seeretar AP�PROVjED AS TO CONTENT: Cam- 6!± C Ed Bucy, Right-o -Way Agent APPROVED AS TO FORM: Haeold Willard Assistant City Attorney CONTRACT OF SALE - HOUSING AUTHORITY PAGE 10 THE STATE OF TEXAS § COUNTY OF LUBBOCK § BEFORE ME, the undersigned authority, a Notary Public in and for said County and State, on this day personally appeared WINDY SITTON, Mayor of the City of Lubbock, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she executed the same for the purposes and consideration therein expressed and in the capacity herein stated as the act and deed of the CITY OF LUBBOCK. st IVEN UNDER MY HAND AND SEAL OF OFFICE this 2—.1 day of 1997. 1.0 `s,• �s� AiIGItEA - �1P1 h� liobryPak St�orTexas Notary Public in and for the State of Texas 1P +�` UYCommissionExpires06.25-01 My Commission Expires: ;z$`-0 THE STATE OF TEXAS § COUNTY OF LUBBOCK § BEFORE ME, the undersigned authority, a Notary Public in and for said County and State, on this day personally appeared ARNOLD MINCEY, JR., Chairman of the Board of the Housing Authority of the City of Lubbock, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity herein stated as the act and deed of the Housing Authority of the City of Lubbock. GIVEN UNDER MY HAND AND SEAL OF OFFICE this Itt". day of j'w , 1997. 104 otary Public/fy and for the State of Texas (NARY R. TERRELL y Commissionpires: !or Public, Shft of Ttus my C=0"N Expires 1.30.97 D#9\HW:GS\CONTRA.DOC August 5, 1997 CONTRACT OF SALE - HOUSING AUTHORITY PAGE I I EXHIBIT "A" LEASES TO WHICH THE CONTRACT OF SALE IS SUBJECT Lease to Criminal Justice System of the State of 'Texas containing approximately 2600 square feet located in the basement of the building. EXHIBIT "A" From: Robert Massengale To: MUNBUILD(KDamell) Date: 10f6l97 8:12arn Subject: LP&L Purchase and Lease Agreements -Reply KAYTH I E, I AM AWARE OF THE PROBLEM BUT I AM NOT SURE WHAT TO DO WITH IT. I WILL DISCUSS IT WITH HAROLD WILLARD AND COME TO SOME RESOLUTION THIS WEEK. THANKS ROBERT >>> Kaythie Darnell 10/06/97 07:52am >>> I understand that we have the above documents executed; however, the documents are missing effective dates as well as expiration dates. I suppose I need some legal direction in that is this okay or are the documents not considered truly executed until such information is provided? Please advise. Thanks, kd. From: Harold Willard To: KEgger Date: 12/29/97 10:42am Subject: Contract of Sale with Housing Authority -Reply Probably not now since the property has already been conveyed. Harold »> Katherine Egger 12/18/97 02:39pm >>> Resolution NO. 5648, passed September 25, 1997 is the Contract of Sale witht he Housing Authroity for ht epurchase of 1301 Broadway. The contract has been signed but the date of execution on the contract has been left blank. Do we need to do anything on this? Thanx!