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HomeMy WebLinkAboutResolution - 2012-R0112 - Contract - 7 B Building And Development - Sale Of Real Estate - 03_29_2012Resolution No. 2012—RO112 March 29, 2012 Item No. 5.6 RESOLUTION IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Contract No. 10520 for the sale of real estate located at 304 50`" Street, by and between the City of Lubbock and 7 B Building and Development of Lubbock, Texas, and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council, by the City Council on March 29, 2012 Tot1N, MAYOR TTEST: Garza, City Secretary PPROVED AS TO CONTENT: Reed, P.E., Chief Operating Officer PROVED AS TO FORM: ad Weaver, Assistant City Attorney v:ccdocs/RES.Contract-7B Building & Development arch 7, 2012 Resolution No. 2012—RO112 CITY OF LUBBOCK CONTRACT FOR SALE OF REAL ESTATE LOCATED AT 304 50'" STREET, LUBBOCK, TX CONTRACT NO. 10520 This Contract is entered into as of the 29 day of March, 2012 ("Effective Date") by and between 7 B Building and Development of Lubbock, TX (the "Buyer"), and the City of Lubbock (the "Seller"). 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. L Subject to the terms and conditions of this Contract, Seller shall sell and Buyer shall purchase and pay for, on March 29th, 2012, or at such time thereafter as the Seller may direct (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 $37,000.00. Section 2.2. Earnest Money. Buyer shall deposit ten percent (10%) of the Purchase Price on February 29, 2012, as Earnest Money (herein so called), in cash or cashier's check, with Davy Booher, P. O. Box 2000, Lubbock, Texas 79457, (806) 775-2352, upon execution of this Contract by Buyer. In the event Buyer shall not be awarded the bid for the purchase of the Property, the Earnest Money shall be returned to the Buyer, upon Buyer's execution of a release satisfactory in form and substance to Seller, on or before ten (10) business days after the awarding of the successful bid. Seller shall be deemed to have offered to return the Earnest Money deposit upon contacting Buyer at the address and/or phone number set forth in the Bid Form described in Section 10.01, below. 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, except as provided in the Contract Documents, as defined below, 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, WITHOUT LIMITATION, 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, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Buyer further acknowledges that, in entering into this Contract, he/she/it has relied solely upon his/her/its 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 person or 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 DEED WITHOUT WARRANY OF THE PROPERTY DESCRIBED ON EXHIBIT "B" 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, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, QUALITY, VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE. Buyer has satisfied himself/herself/itself, as to the title, type, condition, quality and extent of the property and property interests which comprise the Property he/she/it 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: (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 obligations hereunder have been, or on or before the Closing Date, will have been taken. (b) Buyer hereby acknowledges that Buyer has been advised by Seller that it should conduct, and Buyer acknowledges, and represents and warrants to Seller, 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 any other fee or 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 AND RELEASE Section 5.1. Indemnity. TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER RELEASES AND 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 INCLUDING, WITHOUT LIMITATION, HAZARDOUS SUBSTANCES, AS DEFINED IN THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT (42 U.S.C.S. §9641(14)), AND THE REGULATIONS PROMULGATED THEREUNDER, AS EACH OF SAME MAY BE AMENDED, PETROLEUM AND PETROLEUM PRODUCTS AND BYPRODUCTS AND/OR ASBESTOS IN ANY FORM, FROM OR UPON THE PROPERTY AT THE TIME IT IS CONVEYED TO BUYER 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, 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 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 the Closing Date in the offices of the City of Lubbock, Office of the Right -of -Way Agent, Davy Booher, 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 Deed Without Warranty, in the form attached hereto as Exhibit "B", duly executed by Seller and acknowledged. Buyer shall be responsible for any and all costs associated with the recording of said Deed Without Warranty. (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 Deed Without Warranty, in the form attached as Exhibit "B", duly executed by Buyer and acknowledged; (iii) any other items reasonably requested by the Seller as administrative requirements for consummating the Closing. 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 herein 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 and, following the expiration of five (5) calendar days after written notice delivered to Seller, receive the Earnest Money as liquidated damages. 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 within the time limit and in the manner required by this Contract. (b) Seller's Remedies. If Buyer is in default under this Contract, Seller may terminate this Contract and retain the Earnest Money and bring an action for specific performance or damages, and pursue any other remedy available to Seller at law, in equity and under the terms of this Contract. 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 or telephone facsimile (in which case such notice shall be effective upon delivery); or (ii) by depositing the written notice in the 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 Davy Booher Right -of -Way Agent P. O. Box 2000 Lubbock, Texas 79457 (806) 775-2352 Section 9.03. Buyer's Address. The Buyer's address and numbers for the purpose of notice are: BUYER: 7 B Building and Development 5709 104th St Lubbock, TX 79424 806-777-9845 (Telephone Number) 806-698-092 1 (Telephone Facsimile Number) ARTICLE X MISCELLANEOUS Section 10.01. Entire Agreement, This Contract, including all exhibits and parts hereof, including the Invitation to Bid, Bid Form and Instructions to Bidders relating to Invitation to Bid Number 12-10520-RH hereto (the "Contract Documents"), contain 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. Section 10.04. Severabilily. 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 to Seller's, and to the extent permitted, Buyer's, respective successors, legal representatives, heirs, devisees 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 Iimited to attorney's fees, incurred by him or her, in connection with the Contract and the transaction contemplated hereby. Section 10.08. motions. 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 Contract Documents. The terms and provisions of the Contract Documents are hereby incorporated into this Contract for Sale for all intents and purposes. Section 10.10.Non -Arbitration. The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without Iimitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date. City of Lubbock, Texas: Tom Martin, Mayor ATTEST: Q4zet," — Rebe ca Garza, City Secretary APPROVED AS TO CONTENT: Davy Booher, Right of Way Agent APPROVED AS TO CONTENT: m a �' d� ju�L y —Lj Marsha Reed, P.E„ Chief Operating Officer APPROVED AS TO FORM: Chad Weaver, Assistant City Attorney Buyer: By: Printed Namecw Mmtut '-'V-- Title: &I)wn eJ' Resolution No. 2012-RO112 HUGO REED AND ASSOCIATES, INC. 1601 AVENUE N f LUBBOCK, TEXAS 79401 1806-76' 56421 FAX 806-761-3891 TEXAS REGISTERED ENGINEERING FIRM F-760 ROM TEXAS LICENSED SURVEYING FIRM 100676-00 LAND SURVEYORS CIVIL ENGINEERS EXHIBIT A METES AND BOUNDS DESCRIPTION of a portion of Block 6, Suburban Homes Addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat and/or dedication deed thereof recorded in Volume 248, Page 621 of the Deed Records of Lubbock County, Texas, being further described as follows: BEGINNING at a 112" iron rod with cap set in the North right-of-way line of 50th Street dedicated by plat recorded in Volume 248, Page 621 of the Deed Records of Lubbock County, Texas and the Southern boundary of said Block 6, for the Southeast corner of this tract, which bears West a distance of 64.00 feet from a 1/2" iron pipe found at the Southeast corner of said Block 6; THENCE West, along said North right-of-way line and the Southern boundary of said Block 6, a distance of 233.50 feet to a 1/2" iron rod with cap set for the Southwest corner of this tract; THENCE North a distance of 127.00 feet to a 1/2" iron rod with cap set for the most Westerly Northwest corner of this tract, THENCE N. 3505638" E. a distance of 31.50 feet to a "cross" cut on concrete set in the South line of a 15 foot alley described in Volume 475, Page 711 of the Deed Records of Lubbock County, Texas, for the most Northerly Northwest corner of this tract; THENCE East, along said South alley line, a distance of 215.00 feet to a 1/2" iron rod with cap set for the Northeast corner of this tract; THENCE South a distance of 152.50 feet to the Point of Beginning. Contains: 35,373 square feet or 0.812 acres Bearings are relative to the South line of Block 6, Suburban Homes Addition, being previously recognized as East-West. I, Daniel E. Martinez, Texas Registered Professional Land Surveyor No. 4515, do hereby certify that this survey was wade on the ground. January 26, 2012 Daniel E. Martinez Registered Professional Land Surveyor No. 4515 State of Texas 11 PERIMETER SURVEY OF A Resolution No. 2012-RO112 PORTION OF BLOCK 6 SUBURBAN HOMES ADDITION TO THE CITY OF LUBBOCK, LUBBOCK COUNTY, TEXAS, ACCORDING TO THE MAP, PLAT AND/OR DEDICATION DEED THEREOF RECORDED IN VOLUME 248, PAGE 621, DEED METES AND BOUNDS DESCRIPTION of a portion of RECORDS OF LUBBOCK COUNTY, TEXAS Block 6. Suburban Homes Addition to the City of Lubbock. Lubbock County, Texas, according to the map, plat and/or dedication deed then of recorded in Volume 248, Page 621 ofthe Deed Records of Lubbock Comity, CERTIFICATION TO: City of Lubbock ONLY Texas, being further described as follows; 1, Daniel E_ Martinez, Texas Registered REGTNNINti at a lh_" iron rod with cap set in the North Professional Land Surveyor No. 4515. do hereby right ­of --way line of 50th Street dedicated by plat certify that this survey was made on the ground. A recorded in Volume 248, Page 621 of the Deed Records determina6un as to whether this property lies of Lubbock County. Texas and the Southern boundary of within a special flood hazard area was not made for this survey. Block 6, for the Southeast corner ofthistract, which bears West a distance of64,00 feet from a 1/2" iron pipe January 76. 2012 found at the Southeast corner of said Block 6: { THENCE West. along said North right-of-way line and Al 1 'ALLEY r f the Southern boundary of said Block 6. a distance of me m EAST - WEST w anti m 215.00 w ax ti ns Daniel E. Martinez Registered Professional Land Surveyor r 233.50 feet to a iron rod with rap set for the h p P- — No. 4515 State of Texas Southwest comerr of of this tract; �'� ^7 s d THENCE North a distance of 127.00 feel to a 1/2' iron rod with cap set for the most Westerly Northwest comer In of this tract; N THENCE N. 35'56'38" E, a distance of 31.50 feet to a V 3 "cross" cut on concrete set in the South line of s 15 foot 5 N A PaR710N OF PORTOY OF I N alley described in Volume 475. Page 711 of the Deed Y@ BLOCK 6 BLOCK 6 Records of Lubbock County, Texas, for the most ` SUBURBAN HOMES ADD/T/GW Northerly Northwest comer of this tract; 1 �w at M R aM W THENCE East, along said South alley line, a distance of 'h ~ 0.812 AME TRACT 215.00 feet to a 1 /2" iron rod with cap set for the Northeast comer of this tract, = tH� THENCE South a distance of 152.50 feet to the point of Iro TM,� Ere or p �r' Beginning. 2 "m'm' nc wnrt er Z cmEa a lom" a srreiw ts +cm>or Contains: 35,373 square feel or 0.812 acres \ �airaarmr� Bearings are relative to the South line of Block 6, orvaeota�ursw -- �, /'� Suburban Homes Addition, being previously recognized EAST- WEST 233.50' J as East-West. �// WARNING 50th STREET This plat is invalid unless it beats an origins SCALE : I"=401crp rw signature across an embossed seal. CONTROL MONUMENTS AS FOUND a SHOWN tee.,r_y_.,,FUGO FENCES AS SHOWN. "a""m�`d•'►"""""r't �' AND a�oew.rES, INI • - SET 1/21 ROI,� w/CAP MIL 08301aw ®- CUT ' COSS IN CONCRETE FAX T o - FD. I/2 ' IRON PIPE �rq,npin'.f11. au¢n Rne,: nd �,h� ei l,e fm Wl.k ue,nl 120063 f SLG GB --- ... EXHIBIT B Resolution No. 2012--RO112 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. DEED WITHOUT WARRANTY Date: Grantor: City of Lubbock, Texas Grantor's Mailing Address: P.O. Box 2000 Lubbock, Lubbock County, Texas 79457 Grantee: Grantee's Mailing Address: Consideration: Property (including any improvements): Representations and Warranties of Grantee: Grantee represents and warrants to Grantor that it 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 title of 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 REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO THE DESCRIPTION, TITLE, INCLUDING WITHOUT LIMITATION, THE EXISTENCE OF LIENS AGAINST THE PROPERTY, THE VALUE, QUALITY. PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND/OR MATERIALS CONTAINED OR Deed Without Warranty Page 1 of 4 LOCATED IN. ON OR UNDER THE PROPERTY AND/OR IMPROVEMENTS LOCATED THEREON, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, MERCHANTABILITY OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY- Grantee further acknowledges that, in accepting this Deed Without Warranty, it has relied solely upon its independent evalLiation 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, independent contractors, and agents assume no liability for the accuracy, completeness, or usefulness of any material furnished by Grantor, or any of its officers, employees elected officials, independent contractors and/or agents, if any, and/or any other person or party. Reliance on any material so furnished shall not give rise to any cause, claim, or action against Grantor, its officers, employees, elected officials, independent contractors and/or agents, and any such reliance shall be at Grantee's sole risk. THE CONVEYANCE 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, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, QUALITY, VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY OR OTHERWISE. Grantee has satisfied itself as to the title, type. condition, quality, and extent of the property and property interests which comprise the Property it is receiving pursuant to this Deed Without Warranty. Grantor, for the consideration and subject to the reservations and exceptions to conveyance, grants, sells, and conveys to Grantee the Property. to have and to hold it to Grantee and Grantee's successors and assigns forever, without warranty, express or implied, statutory or Deed Without Warranty Page 2 of 4 otherwise, and all warranties that might arise by common law and the warranties created by Section 5,023 of the Texas Property Code (and all amendments and successors thereto) are expressly excluded. EXECUTED THIS ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: DAY OF Lee mrin uumoau+a, my ivianager APPROVED AS TO FORM: Chad Weaver, Assistant City Attorney STATE OF TEXAS § COUNTY OF LUBBOCK § This instrument was acknowledged before me on this Martin, Mayor of the City of Lubbock. ,20 GRANTOR: CITY OF LUBBOCK TOM MARTIN, MAYOR day of , 20� by Tom Notary Public, State of Texas My commission expires: Deed Without Warranty Page 3 of 4 GRANTEE. By STATE OF TEXAS § COUNTY OF LUBBOCK § This instrument was acknowledged before me on this day of , 20_ by Notary Public, State of Texas My commission expires' Deed Without Warranty Page 4 of 4 BID FORM City of Lubbock Purchasing and Contract Management ITB No. 12-10520-RH Sale of Real Estate Located at 304 50th Street, Lubbock, TX In compliance with the Invitation to Bid #12-10520-RH, the undersigned Bidder having examined the Invitation to Bid and Specifications, and being familiar with the conditions to be met, hereby submits the following Bid for purchase of real estate described on this form. The Invitation to Bid #12-10520-RH is by reference incorporated in this contract. The Bid Form must be completed in blue or black ink or by typewriter. ITEM DESCRIPTION BID I . Sale of Real Estate Located at 304 50th Street, Lubbock, TX $ Legal Description: A portion of Block 6, Suburban Homes Addition to the City of Lubbock, Lubbock County, Texas, consisting of 0.812 Acre Tract. Property will be sold "as is" without expressed or implied warranties. Buyer will be responsible for delinquent taxes, liens, and or environmental concerns, if any, due on this property. The City will sell this property to the highest bidder and conveyance will be through a Deed Without Warranty. PAYMENT TERMS: The date on which payment is due in full shall be upon the closing date set forth in the contract for sale attached hereto, or at such time thereafter as the City may direct, after notification of bid award. The City reserves the right to withdraw any property from the sale process at any time. THIS BID IS SUBMITTED BY�2,6 LtI'ldtfJta a h g(,�V,?/'9f-ex la corporation organized under the laws of the State of `Te)LkS , or a partnership consisting of or an individual trading as 111- of the Cityof City: ku 1241IC-1c r State:_, zip / Y2 By /t-4-4 / ` Date: Authorized Representative - must sign by hand Officer Name and Title: L—I J / l �'JL1 , 01e n -fl" ., Business Telephone Number ?-Vt. — -7 7-7-9 1 ase rint FAX: LABEL THE OUTSIDE OF YOUR SEALED BID WITH THE ITB NUMBER, THE CLOSING DATE AND TIME, AND YOUR NAME AND ADDRESS. Citv of Lubbock, TX Right of Way Bid Tabulation ]March 29, 2012 ITB 12-10520-RH Sale of Real Estate Located at 304 50th Street Item Qty U/M Description/Vendor Location Unit Cost I 1 LA Sale of Real Estate Located at 304 50th Street 7 B Building and Development Lubbock, TX S 37,000 Page 1 City of Lubbock Purchasing and Contract Management ITB No. 12-10520-RH Sale of Real Estate Located at 304 50th Street, Lubbock, TX THE CITY OF LUBBOCK APPRECIATES YOUR TIME AND EFFORT IN PREPARING YOUR BID. ALL BIDDERS SHOULD FAMILIARIZE THEMSELVES WITH THE FOLLOWING INSTRUCTIONS TO BIDDERS. I, INSTRUCTIONS TO BIDDERS BID DELIVERY, TIME & DATE 1.1 The City of Lubbock is seeking written and sealed competitive bids to furnish Sale of Real Estate Located at 304 50th Street, Lubbock, TX per attached specifications. Sealed bids will be received no later than 3:00 p.m. CST, February 29, 2012, if date/time stamped on or before 3:00 p.m. at the office listed below. Any bid received after the date and hour specified will be rejected and returned unopened to the bidder. EACH BID AND SUPPORTING DOCUMENTATION MUST BE IN A SEALED ENVELOPE OR CONTAINER PLAINLY LABELED IN THE LOWER LEFT- HAND CORNER: "ITB #12-10520-RH, "Sale of Real Estate Located at 304 50th Street, Lubbock, TX" AND THE BID OPENING DATE AND TIME. BIDDERS MUST ALSO INCLUDE THEIR COMPANY NAME AND ADDRESS ON THE OUTSIDE OF THE ENVELOPE OR CONTAINER. Bids must be addressed to: Marta Alvarez, Director of Purchasing and Contract Management City of Lubbock 1625 13th Street, Room 204 Lubbock, Texas 79401 1.2 Bidders are responsible for making certain bids are delivered to the Purchasing Department. Mailing of a bid does not ensure that the bid will be delivered on time or delivered at all. If bidder does not hand deliver bid, we suggest that he/she use some sort of delivery service that provides a receipt. The City of Lubbock assumes no responsibility for errant delivery of bids, including those relegated to a courier agent who fails to deliver in accordance with the time and receiving point specified. 1.3 Bids will be accepted in person, by United States Mail, by United Parcel Service, or by private courier service. No bids will be accepted by oral communication, telephone, electronic mail, telegraphic transmission, or telefacsimile transmission. THE CITY WILL NOT ACCEPT FAX BIDS. The Bid Form must be completed in blue or black ink or by typewriter. 1.4 Bids may be withdrawn prior to the above scheduled time set for closing of the bids. Bids CANNOT be withdrawn, altered, or amended after bid closing. Alteration made before bid closing must be initiated by bidder guaranteeing authenticity. 1.5 The City of Lubbock reserves the right to postpone the date and time for opening bids through an addendum. PRE -BID MEETING 2.1 For the purpose of familiarizing bidders with the requirements, answering questions, and issuing addenda as needed for the clarification of the Invitation to Bid (ITB) documents, apre-bid meeting will be held at 10:00 a.m., February 22, 2012, in the Purchasing Conference Room 204, 1625 13`h Street, Lubbock, TX. All persons attending the conference will be asked to identify themselves and the prospective offeror they represent. 2.2 It is the bidder's responsibility to attend the pre -bid meeting though the meeting is not mandatory. The City will not be responsible for providing information discussed at the pre -proposal meeting to offerors who do not attend the pre -bid meeting. 2.3 The City of Lubbock does not discriminate against person with disabilities. City of Lubbock pre -bid meetings are available to all persons regardless of disability. If you would like information made available in a more accessible format or if you desire assistance, please contact the City of Lubbock ADA Coordinator, 1625 13th Street, (806)775-201 S at least forty-eight (48) hours in advance of the conference. 3 CLARIFICATION OF REQUIREMENTS 3.1 It is the intent and purpose of the City of Lubbock that this request permits competitive bids. It is the bidder's responsibility to advise the City of Lubbock Director of Purchasing and Contract Management if any language, requirements, etc., or any combinations thereof, inadvertently restricts or limits the requirements stated in this ITB to a single source. Such notification must be submitted in writing and must be received by the Director of Purchasing and Contract Management no later than five (5) business days prior to the bid closing date. A review of such notifications will be made. 3.2 ALL REQUESTS FOR ADDITIONAL INFORMATION OR CLARIFICATION CONCERNING THIS INVITATION TO BID (ITB) MUST BE SUBMITTED IN WRITING NO LATER THAN FIVE (5) BUSINESS DAYS PRIOR TO THE BID CLOSING DATE AND ADDRESSED TO: Robin Holder, Senior Buyer City of Lubbock 1625 13'b Street Lubbock, Texas 79401 Fax: (806) 775-2164 Email: rholder(n mylubbock.us Bid Sync: htip://www.BIDSYNC.COM 4 ADDENDA & MODIFICATIONS 4.1 Any changes, additions, or clarifications to the ITB are made by ADDENDA information available over the Internet at http://www.BIDSYNC.COM. We strongly suggest that you check for any addenda a minimum of forty-eight hours in advance of the response deadline. BUSINESSES WITHOUT INTERNET ACCESS may use computers available at most public libraries. 4.2 Any offeror in doubt as to the true meaning of any part of the ITB or other documents may request an interpretation thereof from the Purchasing Department. At the request of the offeror, or in the event the Purchasing Department deems the interpretation to be substantive, the interpretation will be made by written addenda issued by the Purchasing Department. Such addenda issued by the Purchasing Department will be available over the Internet at http://www.BIDSYNC.COM and will become part of the proposal package having the same binding effect as provisions of the original ITB. No verbal explanations or interpretations will be binding. In order to have a request for interpretation considered, the request must be submitted in writing and must be received by the City of Lubbock. 4.3 All addenda, amendments, and interpretations of this solicitation shall be in writing. The City of Lubbock shall not be legally bound by any amendment or interpretation that is not in writing. Only information supplied by the City in writing or in this ITB should be used in preparing bid responses. All contacts that a bidder may have had before or after receipt of this ITB with any individuals, employees, or representatives of the City and any information that may have been read in any news media or seen or heard in any communication facility regarding this bid should be disregarded in preparing responses. 4.4 The City does not assume responsibility for the receipt of any addendum sent to bidders. BID SUBMITTAL 5.1 BIDDERS MUST SUBMIT THE ORIGINAL SEALED BID TO THE PURCHASING DEPARTMENT PRIOR TO RESPONSE DUE DATE/TIME. 5.2 Bids must be submitted on the Bid Form and the Bidder must sign and date their bid in the space provided. Identify the item bid, including brand name and model number, if applicable. Enter unit price, extended cost, and delivery days in the columns provided. In the event of discrepancies in extension, the unit price shall govern, THE BID FORM MUST BE COMPLETED IN BLUE OR BLACK INK OR BY TYPEWRITER. 5.3 The City is exempt from Federal Excise, State Sales and Transportation taxes. TAX MUST NOT BE INCLUDED IN BID. Tax exemption certificates will be executed by the Director of Purchasing and Contract Management upon request. 5.4 Any information regarding warranties and/or maintenance agreements pertaining to said bid item(s) are to be included in the bid. 5.5 Bids will not be considered unless bid F.O.B. delivered and include all delivery and packagingCosts. osts. The number of calendar days required to place the materials in the City's receiving point under normal conditions must be shown on the Bid Form. DO NOT quote shipping dates, Failure to indicate delivery days on the Bid Form will obligate Bidder to complete delivery in two weeks. A minimum of five days better delivery will automatically break a tie bid. Unrealistically short or undue long delivery promises may cause bid to be disregarded. Consistent failure of a bidder to meet delivery promises without a valid reason may cause removal from the bid list. 5.6 Bid prices must be firm for a minimum period of sixty (60) days. Bids subject to price increases will not be considered. 5.7 All bids, responses, inquiries, or correspondence relating to or in reference to this ITB, and all reports, charts, and other documentation submitted by bidders shall become the property of the City of Lubbock when received. 5.8 If there are any additional charges of any kind, other than those mentioned above, specified or unspecified, offeror MUST indicate the items required and attendant costs or forfeit the right to payment for such items. 5.9 LABEL THE OUTSIDE OF YOUR SEALED BID WITH THE ITB NUMBER, THE CLOSING DATE AND TIME, AND YOUR COMPANY NAME AND ADDRESS. EARNEST MONEY Bidder must complete and execute the attached Contract of Sale and submit same along with (i) the Earnest Money described in Section 2.2 of the Contract for Sale; and (ii) the duly executed Bid Form, to the Right of Way agent of the City of Lubbock. In the event Bidder shall not be awarded the bid for the purchase of the property, the earnest money shall be returned to the bidder, upon bidder's execution of a release satisfactory in form and substance to the City, on or before ten (10) business days after the awarding of the successful bid. BID PREPARATION COSTS 7.1 Issuance of this ITB does not commit the City of Lubbock, in any way, to pay any costs incurred in the preparation and submission of a bid. Also, should a bidder bid an alternate, any test costs to prove equality of product will be at the expense of the bidder, not the City of Lubbock. 7.2 The issuance of this ITB does not obligate the City of Lubbock to enter into contract for any services or equipment. 7.3 All costs related to the preparation and submission of a bid shall be paid by the bidder. TRADE SECRETS, CONFIDENTIAL INFORMATION AND THE TEXAS PUBLIC INFORMATION ACT 8.1 If you consider any portion of your bid to be privileged or confidential by statute or judicial decision, including trade secrets and commercial or financial information, clearly identify those portions. 8.2 The City of Lubbock will honor your notations of trade secrets and confidential information and decline to release such information initially, but please note that the final determination of whether a particular portion of your bid is in fact a trade secret or commercial or financial information that may be withheld from public inspection will be made by the Texas Attorney General or a court of competent jurisdiction. In the event a public information request is received for a portion of your bid that you have marked as being confidential information, you will be notified of such request and you will be required to justify your legal position in writing to the Texas Attorney General pursuant to Section 552.305 of the Government Code. In the event that it is determined by opinion or order of the Texas Attorney General or a court of competent jurisdiction that such information is in fact not privileged and confidential under Section 552.110 of the Government Code and Section 252.049 of the Local Government Code, then such information will be made available to the requester. 8.3 Marking your entire bid CONFIDENTIAL/PROPRIETARY is not in conformance with the Texas Open Records Act. LICENSES, PERMITS, TAXES 9.1 Buyer will be responsible for delinquent taxes, liens, and or environmental concerns, if any, due on this property. 10 HISTORICALLY UNDERUTILIZED BUSINESS (HUB) REQUIREMENTS 10.1 The City of Lubbock hereby notifies all bidders that in regard to any contract entered into pursuant to this ITB, Historically Underutilized Businesses (HUB's) will be afforded equal opportunities to submit bids and will not be discriminated against on the grounds of race, color, sex, disability, or national origin in consideration of an award. 10.2 A HUB is defined as a small business concern which is at least 51 % owned and controlled by one or more socially and economically disadvantaged individuals, or in the case of any publicly owned business, at least 5 1 % of the stock of which is owned by one ore more socially and economically disadvantaged individuals. Socially and economically disadvantaged include Women, Black Americans, Hispanic Americans, Native Americans, Asian -Pacific Americans, and Asian -Indian Americans. 11 CONFLICT OF INTEREST 11.1 The bidder shall not offer or accept gifts or anything of value nor enter into any business arrangement with any employee, official or agent of the City of Lubbock. 11.2 By signing and executing this bid, the bidder certifies and represents to the City the bidder has not offered, conferred or agreed to confer any pecuniary benefit or other thing of value for the receipt of special treatment, advantage, information, recipient's decision, opinion, recommendation, vote or any other exercise of discretion concerning this bid. 12 AUTHORIZATION TO BIND SUBMITTER OF BID 12.1 Bids must show vendor name and address of bidder. Bids must be manually signed by an officer of the company authorized to bind the submitter to its provisions. Person signing bid must show title or AUTHORITY TO BIND THEIR FIRM IN A CONTRACT. Failure to manually sign bid will disqualify it. 12.2 The bid submitted by the bidder shall become an integral part of the contract between the City and the Bidder and the representations, covenants, and conditions therein contained shall be binding upon the person, firm or corporation executing the same. 13 BID AWARD 13.1 The contract may be awarded either to the highest responsible bidder or to the bidder who provides goods or services at the best value for the City of Lubbock. In determining the best value for the City of Lubbock, the City may consider: a) The purchase price; b) The reputation of the of the bidder and of the bidder's goods or services; c) The quality of the bidder's goods or services; d) The extent to which the goods or services meet the City's needs; e) The bidder's past relationship with the City; f) The impact on the ability of the City to comply with laws and rules relating to contracting with Historically Underutilized Businesses and non-profit organizations employing persons with disabilities; g) The total long-term cost to the City to acquire goods or services; and h) Any relevant criteria specifically listed in the Invitation to Bid. 13.1 The City of Lubbock reserves the right to reject any or all bids, reject any particular item on a bid, and to waive immaterial formalities and to accept the offer most advantageous to the City of Lubbock in its sole discretion. Unless otherwise specified herein, the City may award the bid either item -by -item or on an all -or -none basis for any item or group of items shown on the Bid Form. 13.2 All bids are evaluated for compliance with specifications before the bid price is considered. Failure to comply with the listed Instruction to Bidders may result in disqualification of bid. 13.3 In case of tie bids, preference will be given to local bidders. Consistent and continued tie bidding on any commodity could be cause for rejection of bids by the City of Lubbock and/or investigation by the Attorney General to determine possible Anti -Trust violations. 13.4 Before the City may award a bid to a nonresident bidder, the nonresident bidder's bid must be higher than highest bid submitted by a responsible Texas bidder by the same margin or amount that a Texas bidder would be required to underbid the nonresident bidder in the nonresident bidders' home state. 13.5 Any contract made, or purchase order issued, as a result of this Invitation to Bid, shall be entered into the State of Texas and under the laws of the State of Texas. In connection with the performance of work, the Bidder agrees to comply with the Fair Labor Standard Act, Equal Opportunity Employment Act, and all other applicable Federal, State, and Local laws, regulations, and executive orders to the extent that the same may be applicable. 13.6 NO INDIVIDUAL OF ANY USING DEPARTMENT HAS THE AUTHORITY TO LEGALLY AND/OR FINANCIALLY COMMIT THE CITY TO ANY CONTRACT, AGREEMENT OR PURCHASE ORDER FOR GOODS OR SERVICES, UNLESS SPECIFICALLY SANCTIONED BY THE REQUIREMENTS OF THIS INVITATION TO BID. 13.7 Responsible Bidder Criteria: The City shall consider only responsible Bidders. Responsible Bidders are those that have, in the sole judgment of the City, the financial ability, experience, resources, skills, capability, reliability and business integrity necessary to perform the requirements of the contract. The City may also consider references and financial stability in determining a responsible Bidder. 14 QUALIFICATIONS OF BIDDERS 14.1 The Bidder may be required before the award of any contract to show to the complete satisfaction of the City of Lubbock that the Bidder or his Subcontractor has the necessary facilities, ability, and financial resources to provide the service specified therein in a satisfactory manner. The Bidder may also be required to give a past history and references in order to satisfy the City of Lubbock in regard to the Bidder's or his Subcontractor's qualifications. 14.2 The City of Lubbock may make reasonable investigations deemed necessary and proper to determine the ability of the Bidder or his Subcontractor to perform the work, and the Bidder shall furnish to the City of Lubbock all information for this purpose that may be requested. The City of Lubbock reserves the right to reject any bid if the evidence submitted by, or investigation of, the Bidder fails to satisfy the City of Lubbock that the Bidder or his Subcontractor is properly qualified to carry out the obligations of the contract and to complete the work described therein. Evaluation of the Bidder's or his Subcontractor's qualifications shall include: a) The ability, capacity, skill, and financial resources to perform the work or provide the service required; b) The ability of the Bidder or his Subcontractor to perform the work or provide the service promptly or within the time specified, without delay or interference; c) The character, integrity, reputation, judgment, experience, and efficiency of the Bidder or his Subcontractor; d) The quality of performance of previous contracts or services. 15 ANTI -LOBBYING PROVISION 15.1 DURING THE PERIOD BETWEEN BID CLOSE DATE AND THE CONTRACT AWARD, BIDDERS, INCLUDING THEIR AGENTS AND REPRESENTATIVES, SHALL NOT DIRECTLY DISCUSS OR PROMOTE THEIR BID WITH ANY MEMBER OF THE LUBBOCK CITY COUNCIL OR CITY STAFF EXCEPT UPON REQUEST OF THE CITY OF LUBBOCK PURCHASING DEPARTMENT IN THE COURSE OF CITY -SPONSORED INQUIRIES, BRIEFINGS, INTERVIEWS, OR PRESENTATIONS. 15.2 This provision is not meant to preclude bidders from discussing other matters with City Council members or City staff. This policy is intended to create a level playing field for all potential bidders, assure that contract decisions are made in public, and to protect the integrity of the bid process. Its purpose is to stimulate competition, prevent favoritism and secure the best work and materials at the lowest practicable price, for the best interests and benefit of the taxpayers and property owners. Violation of this provision may result in rejection of the bidder's proposal. 16 BONDS AND INSURANCE No bonds or insurance are required to be submitted with this bid. 17 UTILIZATION OF LOCAL BUSINESS RESOURCES The City desires, as much as practicable, to stimulate growth in all sectors of the local business community. Bidders are strongly encouraged to explore and implement methods for the utilization of local resources. i8 PROTEST 18.1 All protests regarding the bid solicitation process must be submitted in writing to the City Director of Purchasing and Contract Management within five (5) business days following the opening of bids. This includes all protests relating to advertising of bid notices, deadlines, bid opening, and all other related procedures under the Local Government Code, as well as any protest relating to alleged improprieties with the bidding process. This limitation does not include protests relating to staff recommendations as to award of this bid. Protests relating to staff recommendations may be directed to the City Manager. All staff recommendations will be made available for public review prior to consideration by the City Council as allowed by law. 18.2 FAILURE TO PROTEST WITHIN THE TIME ALLOTTED SHALL CONSTITUTE A WAIVER OF ANY PROTEST. 19 GRATUITIES The City may, by written notice to the Contractor, cancel the contract or purchase order without liability to Contractor if it is determined by the City that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the City of Lubbock with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such a contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Contractor in providing such gratuities. 20 NO WARRANTY BY THE CITY AGAINST INFRINGEMENTS As part of the contract for sale, Contractor agrees to ascertain whether goods manufactured in accordance with the specifications attached to the contract will give rise to the rightful claim of any third person by way of infringement of the like. The City makes no warranty that the production of goods according to the specification will not give rise to such a claim, and in no event shall The City be liable to Contractor for indemnification in the event that Contractor is sued on the grounds of infringement or the like. If Contractor is of the opinion that an infringement or the like will result, he will notify the City to this effect in writing within two weeks after the signing of the contract. If the City does not receive notice and is subsequently held liable for the infringement or the like, Contractor will save The City harmless. If Contractor in good faith ascertains the production of the goods in accordance with the specifications will result in infringement or the like, the contract shall be null and void. 21 TERMINATION The City may terminate the contract or purchase order in whole, or in part. Termination hereunder shall be effected by the delivery to the Buyer of a "Notice of Termination" specifying the extent to which the contract or purchase order is terminated and the date upon which such termination becomes effective. In the event of said termination, in whole or in part, provided that Buyer shall not be in default under the Contract, the Buyer shall be entitled to payment only for goods actually delivered, and/or services actually performed under and in compliance with the terms of the contract or purchase order. 22 FORCE MAJEURE Neither party shall be held responsible for losses or damages hereunder, if the fulfillment of any terms of provisions of the contract is delayed or prevented by strike, walkouts, acts of God, or public enemy, fire, or flood. 23 ASSIGNMENT -DELEGATION No right or interest in the contract shall be assigned or delegation of any obligation made by Contractor without the written permission of the City. Any attempted assignment or delegation by Contractor shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. 24 WAIVER No claim or right arising out of a breach of the contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 25 SILENCE OF SPECIFICATION The apparent silence of specifications as to any detail, or the apparent omission from it of a detailed description concerning any point, shall be regarded as meaning that only the best commercial products and practices are to prevail and that only material and workmanship of the finest quality are to be used. All interpretations of the specifications in this bid shall be made on the basis of this statement. The items furnished under this contract shall be new, unused, of the latest product in production to commercial trade, and shall be of the highest quality as to materials used and workmanship. Manufacturer furnishing these shall be experienced in design and construction of such items and shall be an established supplier of the item bid. 26 RIGHT TO ASSURANCE Whenever one party to the contract in good faith has reason to question the other party's intent to perform he may demand that the other party give written assurance of this intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 27 TIME It is hereby expressly agreed and understood that time is of the essence for the performance of the contract, and failure by Contractor to meet the time specifications of the contract will cause Contractor to be in default of the contract. 28 DISPUTE RESOLUTION The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, the former shall control The City of Lubbock is aware of the time and effort you expend in preparing and submitting bids to the City. Please let us know of any bid requirement causing you difficulty in responding to our Invitation to Bid. We want to facilitate your participation so that all responsible vendors can compete for the City's business. Awards should be made approximately two to six weeks after the opening date. If you have any questions, please contact the City of Lubbock Director of Purchasing and Contract Management at (806) 775-2572.