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HomeMy WebLinkAboutResolution - 5989 - Contract Of Sale - Classic Restorations - 09_10_1998Resolution No. 5989 Item No. 20 September 10, 1998 �Zmemllvrm 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, by and between the City of Lubbock and Classic Restorations, attached herewith, and any associated documents, 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 loth day of ATTEST: Ka aDarnell, City Secretary APPROVED AS TO CONTENT: Ed Bucy, Right -of -Way gent APPROVED AS O Richard K. Casner Natural Resources Attorney As:ga/ccdoca Ck&ak Restomdow.tea August 28, 1998 Resolution No.5989 Item No. 20 September 10, 1998 CONTRACT FOR SALE THIS CONTRACT, effective as of August 13, 1998 (the "Effective Date"), is made by and between the undersigned bidder (the "Buyer"), and the City of Lubbock, a Texas Home Rule Municipal Corporation (the "Seller"). WITNESSETH: WHEREAS, Seller owns that certain tract of land located in Lubbock County, Texas, being described on Exhibit "A" attached hereto (the "Land"); and WHEREAS, Seller desires to sell and convey the Land, the rights appurtenant to the Land, and the fixtures affixed to the Land (collectively, the "Property") to Buyer. ARTICLE I SALE AND PURCHASE Section 1.1. Subject to the terms and conditions of this Contract, Seller shall sell and Buyer shall purchase and pay for, on or before October 1, 1998 (the "Closing Date"), without warranty, either expressed or implied, the Property. ARTICLE II PURCHASE PRICE Section 2.1. Purchase Price. The Purchase Price (herein so called) to be paid by Buyer to Seller for the Property shall be FORTY TWO THOUSAND. ONE HUNDRED TWENTY DOLLARS AND SEVEN CENTS ($42,120.07). Section 2.2. Payment of Purchase Price. The Purchase Price shall be payable to Seller, in cash or other immediately available funds, at the Closing Date. ARTICLE III INDEPENDENT INVESTIGATION AND DISCLAIMER Section 3.1. Independent Evaluation. Buyer has made an independent inspection and evaluation of the Property and the title to same and acknowledges that Seller has made no statements or representations concerning the present or future value of the Property, the state of the title to the Property, the condition, including the environmental condition of the Property, or the anticipated income, costs, or profits, if any, to be derived from the Property. FURTHER, SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO THE DESCRIPTION, TITLE, INCLUDING, BUT NOT LIMITED TO THE EXISTENCE OF LIENS AGAINST THE PROPERTY, THE VALUE, QUALITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND/OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY AND/OR IMPROVEMENTS LOCATED THEREON, MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Buyer further acknowledges that, in entering into this Contract, he/she has relied solely upon his/her independent evaluation and examination of the Property and public records relating to the Property and the independent estimates, computations, evaluations and studies based thereon. Seller makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Buyer, if any, whether furnished by Seller or any other third party. Seller, its officers, employees, elected officials and agents assume no liability for the accuracy, completeness or usefulness of the material furnished by the Seller, or any of its officers, employees, elected officials and/or agents, if any, and/or any other third party. Reliance on any material so furnished shall not give rise to any cause, claim or action against Seller, its officers, employees, elected officials and/or agents, and any such reliance shall be at Buyer's sole risk. Section 3.2. Disclaimer -No Warranty Expressed or Implied. THE QUITCLAIM OF THE PROPERTY SHALL BE ON A "WHERE IS", "AS IS" AND "WITH ALL FAULTS" BASIS, AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO TITLE, INCLUDING, BUT NOT LIMITED TO THE EXISTENCE OF LIENS AGAINST THE PROPERTY, THE DESCRIPTION, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND/OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY AND/OR IMPROVEMENTS LOCATED THEREON, QUALITY, VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE. Buyer has satisfied his or herself, as to the title, type, condition, quality and extent of the property and property interests which comprise the Property he/she is receiving pursuant to this Contract. ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER Section 4.1. Representations, Warranties and Covenants of Buyer. To induce Seller to enter into this Contract and to consummate the sale and purchase of the Property in accordance herewith, Buyer represents and warrants to Seller, as of the Closing Date, that to the Buyer's actual knowledge: (a) Buyer has the full right, power and authority to purchase the Property from Seller as provided in this Contract and to carry out all of Buyer's obligations under this Contract, and all requisite action necessary to authorize Buyer to enter into this Contract and to carry out Buyer's (b) Buyer hereby acknowledges that Buyer has been advised by Seller that it should conduct, and Buyer acknowledges that it has conducted, all investigation activities described herein. (c) Buyer has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction and has not taken any action which would result in any real estate broker commissions or finders' fee or other fees payable to any other party with respect to the transaction contemplated in this Contract. (d) Buyer shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations relating, in any way, manner or form, to any aspect of the transaction contemplated by this Contract. Section 4.2. Survival Beyond Closing. The representations, warranties and covenants of Buyer contained in this Contract, as set forth in this Article IV shall survive the Closing. ARTICLE V INDEMNITY Section 5. L Indemnity. TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER SHALL INDEMNIFY AND HOLD HARMLESS SELLER, AND SELLER'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS WHICH ARISE DIRECTLY OR INDIRECTLY, OR ARE RELATED, IN ANY WAY, MANNER OR FORM, TO THE TRANSACTIONS AND ACTIVITIES CONTEMPLATED HEREUNDER, THE OMISSION OF THE TRANSACTIONS AND ACTIVITIES HEREUNDER, OR CAUSED BY, CONNECTED WITH, OR RELATED TO THE PRESENCE, DISPOSAL, OR RELEASE OF ANY MATERIAL OF ANY KIND FROM OR UPON THE PROPERTY AT THE TIME IT IS CONVEYED TO GRANTOR OR THEREAFTER, EVEN THOUGH ANY OF THE ABOVE ARE CAUSED, OR CONTRIBUTED TO, BY THE NEGLIGENCE OR FAULT OF SELLER, ITS RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS. THE BUYER FURTHER COVENANTS AND AGREES TO DEFEND ANY SUITS OR ADMINISTRATIVE PROCEEDINGS BROUGHT AGAINST THE SELLER, AND/OR THE SELLER'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS ON ACCOUNT OF ANY SUCH CLAIM, AND TO PAY OR DISCHARGE THE FULL AMOUNT OR OBLIGATION OF ANY SUCH CLAIM INCURRED BY, ACCRUING TO, OR IMPOSED ON THE SELLER, OR THE SELLER'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS, AS APPLICABLE, RESULTING FROM ANY SUCH SUITS, CLAIMS AND/OR ADMINISTRATIVE PROCEEDINGS OR ANY MATTERS RESULTING FROM THE SETTLEMENT OR RESOLUTION OF SAID 3 SUITS, CLAIMS, AND/OR ADMINISTRATIVE PROCEEDINGS. IN ADDITION, THE BUYER SHALL PAY TO THE SELLER, THE SELLER'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS, AS APPLICABLE, ALL ATTORNEYS' FEES INCURRED BY SUCH PARTIES. Section 5.2. Survival Beyond Closing. The indemnity provisions contained in this Contract, as set forth in this Article V, shall survive the Closing. ARTICLE VI CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE Section 6.1. Breach of Buyer's Representations, Warranties and Covenants. Seller is not obligated to perform under this Contract unless all of the representations, warranties, covenants and agreements of Buyer set forth in this Contract are true and correct in all material respects as of the Closing Date. ARTICLE VII CLOSING Section 7.1. Place of Closing. The Closing (herein so called) shall take place on or before September 14, 1998 (the "Closing Date") in the offices of the City of Lubbock, Office of the Right -of -Way Agent, Ed Bucy, 1625 13th Street, Lubbock, Texas. Section 7.2. Closing. (a) Items to be Delivered at Closing - Seller. At Closing, Seller shall deliver to Buyer, at its sole cost and expense, the following item: (i) A Quitclaim Deed, in the form attached hereto as Exhibit "B", duly executed by Seller. Buyer shall be responsible for any and all costs associated with the recording of said Quitclaim Deed. (b) Items to be Delivered at Closing - Buyer. At Closing, Buyer shall deliver to the Seller the following items: (i) the cash sum required by Section 2.1; (ii) A Quitclaim Deed, in the form attached as Exhibit "A", duly executed by Buyer; (iii) any other items reasonably requested by the Seller as administrative requirements for consummating the Closing. 4 Section 7.3. Responsibilities of Buyer. Notwithstanding anything to the contrary herein, this Section 7.3 shall survive the Closing. Buyer shall be solely responsible for the following items,:.,, (a) Ad valorem taxes relating to the Property for the calendar years prior to the year in which the Closing shall occur, if any, shall be the sole responsibility of, and shall be paid by Buyer, at Closing. Further, all ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur, if any, shall be the sole responsibility of Buyer and Buyer shall promptly pay such ad valorem taxes when same become due and owing. ARTICLE VIII DEFAULTS AND REMEDIES Section 8.1. Seller's Default, Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract if Seller fails to meet, comply with, or perform in any material respect any obligation on Seller's part required within the time limits and in the manner required by this Contract. (b) Buyer's Remedies. If Seller is in default hereunder, Buyer may, as Buyer's sole and exclusive remedy, terminate this Contract by written notice delivered to Seller, at the above -described address, on or before the Closing Date. Section 8.2 Buyer's Default: Seller's Remedies. (a) Buyer's Defaults. Buyer is in default under this Contract if Buyer fails to: (i) meet, comply with, or perform in any material respect, any obligation on Buyer's part required herein. (b) Seller's Remedies. If Buyer is in default under this Contract, Seller may terminate this Contract and bring an action for specific performance or damages, or pursue any other remedy available to Seller at law or in equity. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any other right or remedy and all rights and remedies shall be cumulative. ARTICLE IX NOTICE Section 9.01. Notice. Whenever notice from Buyer to Seller or from Seller to Buyer is required or permitted by this Contract and no other method of notice is provided, such notice shall be given by (i) actual delivery of the written notice to the other party by hand, ordinary postal delivery, telecopier, or other reasonable means (in which case such notice shall be effective upon delivery); or (ii) by depositing the written notice in the 5 United States mail, postage prepaid, properly addressed to the other party at the address provided in this article, registered or certified mail, return receipt requested, in which case such notice shall be effective on the third business day after such notice is so deposited. Section 9.02. Seller's Address. The Seller's address and numbers for the purpose of notice are: SELLER: CITY OF LUBBOCK Ed Bucy Right -of -Way Agent P. O. Box 2000 Lubbock, Texas 79457 (806) 767-2165 Section 9.03. Buyer's Address. The Buyer's address and numbers for the purpose of notice are: BUYER: CLASSIC RESTORATIONS Roland Schaffner 5611 38" Lubbock, Texas 79407 ARTICLE X MISCELLANEOUS Section 10.01. Entire Agreement. This Contract, including Exhibit "A" hereto, contains the entire agreement between the Seller and Buyer, and there are no other written or oral promises, conditions, warranties, or representations relating to or effecting the matters contemplated herein. Section 10.02. Amendment. No amendment, modification, or alteration of the terms of this Contract shall be binding unless such amendment, modification, or alteration is in writing, dated subsequent to the date of this Contract, and duly executed by the Seller and Buyer. Section 10.03. Construction and Venue. THIS CONTRACT AND THE TRANSACTIONS CONTEMPLATED HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO .THIS AGREEMENT OR THE TRANSACTIONS AND ACTIVITIES CONTEMPLATED HEREBY. :1 Section 10.04. Severability. If any provision, or part thereof, of this Contract 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 Contract 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. Section 10.05. Successors and Assigns. This Contract binds and inures to the benefit of the Seller and Buyer, and their respective successors, legal representatives, and assigns. Section 10.06. Risk of Loss. If any part of the Property is materially damaged or destroyed by fire or other casualty loss, Buyer may either (i) terminate this Contract, provided that notice of termination is given by Buyer to Seller, as provided herein, on or before the Date of Closing; or (ii) accept the Property in its damaged condition and close the transaction contemplated by this Contract. Section 10.07. Attorney's Fees. If either party hereto shall be required to utilize an attorney to enforce or defend the rights of such party hereunder, the prevailing party shall be entitled to recover its reasonable attorney's fees. Except as otherwise provided herein, each party hereto shall be solely responsible for all expenses, including but not limited to attorney's fees, incurred by him or her, in connection with the Contract and the transaction contemplated hereby. Section 10.08. Captions. The captions of articles and sections in this Contract are inserted in this Contract strictly for the parties' convenience in identifying the provisions to this Contract and shall not be given any affect in construing this Contract. Section 10.09. Incorporation of Bid Documents. The terms and provisions of the Bid Form and General Conditions relating to Invitation to Bid Number 98114 are hereby incorporated into this Contract for Sale for all intents and purposes. 7 EXECUTED this 10th day of September , 1998. BY: Roland Schaffner A T: TITLE: Kaythi arnell, City Secretary APPROVED AS TO CONTENT: Ed Bucy, Right of-wo Agent APPROVED AS T RM: Richard K. C , Natural Resources Attorney da/rdkontraet4saledassic.doc August 24, 1998 EXHIBIT "A" All of Lot 24, Block 2, Westover Heights Addition to the City of Lubbock, Lubbock County, Texas. RC1cr1RC5\ExhibitA.doc August 19, 1998 QUITCLAIM DEED STATE OF TEXAS § COUNTY OF LUBBOCK § Resolution No. 5989 Item No. 20 September 10, 1998 The City of Lubbock, a Texas Home Rule Municipal Corporation (the "Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is herein acknowledged, has QUITCLAIMED, and by this instrument does QUITCLAIM to Classic Restorations (the "Grantee"), all of its right, title, and interest in and to that certain real estate (the "Property"), lying and being situated in Lubbock County, Texas, being described on Exhibit "A" attached hereto.. Grantee has made an independent inspection and evaluation of the Property and the title to same and acknowledges that Grantor has made no statements or representations concerning the present or future value of the Property, the state of the title to the Property, the condition, including the environmental condition of the Property, or the anticipated income, costs, or profits, if any, to be derived from the Property. FURTHER, GRANTOR MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO THE DESCRIPTION, TITLE, INCLUDING, BUT NOT LIMITED TO THE EXISTENCE OF LIENS AGAINST THE PROPERTY, THE VALUE, QUALITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND/OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY AND/OR IMPROVEMENTS LOCATED THEREON, MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Grantee further acknowledges that he/she has relied solely upon his/her independent evaluation and examination of the Property and public records relating to the Property and the independent estimates, computations, evaluations and studies based thereon. Grantor makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Grantee, if any, whether furnished by Grantor or any other third party. Grantor, its officers, employees, elected officials and agents assume no liability for the accuracy, completeness or usefulness of the material furnished by the Grantor, or any of its officers, employees, elected officials and/or agents, if any, and/or any other third party. Reliance on any material so furnished shall not give rise to any cause, claim or action against Grantor, its officers, employees, elected officials and/or agents, and any such reliance shall be at Grantee's sole risk. THE QUITCLAIM OF THE PROPERTY IS ON A "WHERE IS", "AS IS" AND "WITH ALL FAULTS" BASIS, AND IS WITHOUT REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO TITLE, INCLUDING, BUT NOT LIMITED TO THE EXISTENCE OF LIENS AGAINST THE PROPERTY, THE DESCRIPTION, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND/OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY AND/OR IMPROVEMENTS LOCATED THEREON, QUALITY, VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE. 2 TO HAVE AND TO HOLD all of the right, title and interest in and to these premises, together with all and singular the rights, privileges, and appurtenances to the premises in any manner belonging to the Grantee, his or her heirs and assigns forever, so that neither the Grantor, nor any of the Grantor's legal representatives, nor any persons claiming under the Grantor shall any time in the future have, claim, or demand any right or title to the property described above. Executed this loth day of September , 1998. ATTEST: Kaythlamell, City Secretary APPROVED AS TO CONTENT: Ed Bucy, Right -of -We Agent CITY OF LUBBOCK APPROVED AS ORM: Richard K. Casner, Natural Resources Attorney 3 STATE OF TEXAS COUNTY OF LUBBOCK This instrument was ackno,,A-ledged before me on /agffby WINDY SITTON, Mayor of the City of Lubbock, Lubbock County, Texas. P"B,'a ANDREA BELL c Notary Public, State of Texas My Commission Expires 06.25-01 STATE OF TEXAS § COUNTY OF LUBBOCK § ajd,4ZAL, &4L Notary Public in and for the State of Texas My Commission Expires: 6 " =D This instrument was acknowledged before me on 213 - Ott) , by Roland Schaffner. da/rc5/QCDeedxBClassicR.doc August 24, 1998 `4x^, A Notary Public in and for the State of Texas My Commission Expires: _1.3•94k 0 `jo��pr ,� ROBBIE ANN SARABIA ,�t,}' Not Public, State of Texas ,�JQ+��. My Commission Expires 07-agg EXHIBIT "A" All of Lot 24, Block 2, Westover Heights Addition to the City of Lubbock, Lubbock County, Texas. RC1cr1RC5\ExhibitA.doc August 19, 1998