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HomeMy WebLinkAboutResolution - 2007-R0206 - Contract Of Sale - Northwest Passage Joint Venture - 05_24_2007Resolution No. 2007—RO206 May 24, 2007 Item No. 5.15 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 by and between the City of Lubbock and Northwest Passage Joint Venture, and all related documents. Said Contract of Sale is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 24th ATTEST: Rebeeba Garza, City Secretary APPROVED AS TO CONTENT: Dave Booher, Right -of -Way Agent APPROVED AS TO FORM: mUccdocs/Northwest Passage-COS.res May 11, 2007 day of May 2007. WPW DAVID A. M LER, MAYOR Resolution No. 2007-RO206 AWA TEXAS ASSOCIATION OF REALTORS® COMMERCIAL CONTRACT - UNIMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS® IS NOT AUTHORIZED. ®Texas Association of REALTORS®, Inc. 2006 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: Northwest Passage Joint Venture Address: 700E Salem Avenue, Lubbock, TX 79424 Phone: (806) 797-3162 Fax: (806) 796-7874 E-mail: Buyer: City of Lubbock Address: Po Box 2000, Lubbock, TX Phone, (806) 775-2352 Fax: (806) 775-3074 E-mail: dbooher@mylubbock. us 2. PROPERTY: A. "Property" means that real property situated in Lubbock County, Texas at 4404 Ursuline Street (address) and that is legally described on the attached Exhibit A of s follows: 3.758 Acre Tract located in Section 14, Block A, Lubbock, Texas�a �c B. Seller will sell and convey the Property together with: (1) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest in any minerals, utilities, adjacent streets, alleys, strips, gores, and rights -of -way; (2) Seller's interest in all leases, rents, and security deposits for all or part of the Property; and (3) Seller's interest in all licenses and permits related to the Property. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) 3. SALES PRICE: A. At or before closing, Buyer will pay the following sales price for the Property: (1) Cash portion payable by Buyer at closing ......................... $ 56,265.00 (2) Sum of all financing described in Paragraph 4 ...................... $ (3) Sales price (sum of 3A(1) and 3A(2)) . . ........... . ............... $ 56,265.00 (TAR-1802) 10-18-05 Initialed for Identification by Buyer, and Selle Page 1 of 12 McDougal Realtors 4601 S. Loop 289,1i29, Lubbock TX 79424 Phone: (806) 793-0703 Fax: (806) 796-7874 McDougal Realtors a.zfx Produced with ZipForrn ' by RE FormsNet, LLC 1 B025 Fifteen Mile Road, Clinton Township, Michigan 48035 www.zioform,corn Commercial Contract- Unimproved Property Concerning 4404 Ursuline Street B. Adiustment to Sales Price: (Check (1) or (2) only.) ® (1) The sales price will not be adjusted based on a survey. ❑ (2) The sales price will be adjusted based on the latest survey obtained under Paragraph 6B. (a) The sales price is calculated on the basis of $ n/a per: ❑ (i) square foot of ❑ total area ❑ net area. ❑ (ii) acre of ❑ total area ❑ net area. (b) "Total area" means all land area within the perimeter boundaries of the Property. "Net area" means total area less any area of the Property within: ❑ (i) public roadways; ❑ (ii) rights -of -way and easements other than those that directly provide utility services to the Property; and ❑ (iii) n/a (c) If the sales price is adjusted by more than n/a % of the stated sales price, either party may terminate this contract by providing written notice to the other party within n/a days after the terminating party receives the survey. If neither party terminates this contract or if the variance is less than the stated percentage, the adjustment to the sales price will be made to the cash portion of the sales price payable by Buyer. 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3A(2) as follows: ❑ A. Third Party Financing: One or more third party loans in the total amount of $ n/a This contract: ❑ (1) is not contingent upon Buyer obtaining third party financing. ❑ (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Commercial Contract Financing Addendum. ❑ B. Assumption: In accordance with the attached Commercial Contract Financing Addendum, Buyer will assume the existing promissory note secured by the Property, which balance at closing will be $ n/a ❑ C. Seller Financing: The delivery of a promissory note and deed of trust from Buyer to Seller under the terms of the attached Commercial Contract Financing Addendum in the amount of $ n/a 5, EARNEST MONEY: A. Not later than 3 days after the effective date, Buyer must deposit $ 500 .00 as earnest money with Western Title Company (escrow agent) at 4416 74th Street, Lubbock, TX 79424 (address). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract by providing written notice to Buyer before Buyer deposits the earnest money and may exercise Seller's remedies under Paragraph 15. B. Buyer will deposit an additional amount of $ n/a with the escrow agent to be made part of the earnest money on or before: ❑ (i) n/a days after Buyer's right to terminate under Paragraph 7B expires; or ❑ (ii)— n/a Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. C_ Buyer may instruct the escrow agent to deposit the earnest money in an interest -bearing account at a federally insured financial institution and to credit any interest to Buyer. (TAR-1802) 10-18-05 Initialed for Identification by Buyer, and Seller!��_ Page 2 of 12 Produced with Zipl`ormTM by RE FormsNet, LLC 18025 Fifteen Mile Road, Clinton Township, Michigan 48035 www.zipform.com s.zfx Commercial Contract - Unimproved Property Concerning 4404 Ursuline Street 6. TITLE POLICY AND SURVEY: A. Title Policy.- (1) Seller, at Seller's expense, will famish Buyer an Owner's Policy of Title Insurance (the title policy) issued by Western Title company (title company) in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements: ❑ (a) will not be amended or deleted from the title policy. ED (b) will be amended to read "shortages in areas" at the expense of Ed Buyer ❑ Seller. (3) Buyer may object to any restrictive covenants on the Property within the time required under Paragraph 6C. (4) Within 15 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. B_ Survey: Within days after the effective date: ❑ (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the surrey to Seller. The survey must be made in accordance with the Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. ❑ (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. 21 (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's existing survey of the Property dated February 7, 2007 along with an affidavit required by the title company for approval of the survey. If the survey is not acceptable to the title company, Seller, at Seller's expense, will obtain a survey acceptable to the title company and deliver the acceptable survey to the Buyer and the title company within 15 days after Seller receives notice that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 15 days if necessary for Seller to deliver an acceptable survey within the time required. C. Buyer's Objections to the Commitment and Survey: (1) Within 15 days after Buyer receives the commitment, copies of the documents evidencing the title exceptions, and any required survey, Buyer may object in writing to matters disclosed in the items if: (a) the matters disclosed constitute a defect or encumbrance to title other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or °V' zone as defined by FEMA). If Paragraph 6B(1) applies, Buyer is deemed to receive the survey on the earlier of: (i) the date of Buyer's actual receipt of the survey; or (ii) of the deadline specified in Paragraph 6B. (TAR-1802) 10-18-05 Initialed for Identification by Buyer, L and SeAer"�� , Page 3 of 12 Produced with ZipFormTM by RE FormsNet, LLC 18025 Fifteen Mike Road, Clinton Township, Michigan 49035 www.zioform corn a.zrx Commercial Contract - Unimproved Property Concerning 4404 Ursuline Street (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 713(1), will be refunded to Buyer. (3) Buyer's failure to timely object or terminate under this Paragraph 6C is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before closing: n/a B. Feasibility Period: Buyer may terminate this contract for any reason within days after the effective date (feasibility period) by providing Seller written notice of termination. (Check only one box.) ❑ (1) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer less $ that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the escrow agent. The independent consideration is to be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7130) or if Buyer fails to timely deposit the earnest money, Buyer will not have the right to terminate under this Paragraph 7B. ❑ (2) Not later than 3 days after the effective date, Buyer must pay Seller $ as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(2) or if Buyer fails to timely pay the independent consideration, Buyer will not have the right to terminate under this Paragraph 7B. C. Inspections, Studies, or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (3) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from (TAR-1802) 10-18-05 Initialed for Identification by Buyer., and Selle Page 4 of 12 Produced with ZipFormT"" by RE FonnsNet, LLC 1 B025 Fifteen Mile Road, Clinton Township, Michigan 48035 www.zioforrr corn a-zfx Commercial Contract - Unimproved Property Concerning 4404 Ursuline Street Buyer's inspections, studies, or assessments, including any property damage or personal injury. BuyeF will indef:nqify, hold HaFm9less, amd defemd Geller anel Seflemr's agents im i i es D. Property Information: (1) Delivery of Property Information: Within days after the effective date, Seller will deliver to Buyer: ❑ (a) copies of all current leases pertaining to the Property, including any modifications, supplements, or amendments to the leases; ❑ (b) copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller will not pay in full on or before closing; ❑ (c) copies of all previous environmental assessments, geotechnical reports, studies, or analyses made on or relating to the Property; ❑ (d) copies property tax statements for the Property for the previous 2 calendar years; ❑ (e) plats of the Property; ❑ (f) copies of current utility capacity letters from the Property's water and sewer service provider; and ❑ (g) n/a (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (a) return to Seiler all those items described in Paragraph 7D(1) that Seller delivered to Buyer and all copies that Buyer made of those items; and (b) deliver copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract. After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. 8. LEASES: A. Each written lease Seller is to assign to Buyer under this contract must be in full force and effect according to its terms. Seller may not enter into any new lease, fail to comply with any existing lease, or make any amendment or modification to any existing lease without Buyer's written consent. Seller must disclose, in writing, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently occur before closing: (1) any failure by Seller to comply with Seller's obligations under the leases; (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any advance sums paid by a tenant under any lease; (4) any concessions; bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease; and (5) any amounts payable under the leases that have been assigned or encumbered, except as security for loan(s) assumed or taken subject to under this contract. B. Estoppel Certificates: Within n/a days after the effective date, Seller will deliver to Buyer estoppel certificates signed not earlier than by each tenant that leases space in the Property. The estoppel certificates must state: (TAR-1802) 10-18-05 Initialed for Identification by Buyer -L, and Seller Page 5 of 12 Produced with ZipForm— by RE FormsNet, LLC 18025 Fifteen Mile Road, Clinton Township, Michigan 48035 www.zipform.com a.zfx Commercial Contract - Unimproved Property Concerning 4404 Ursuline Street (1) that no default exists under the lease by the landlord or tenant as of the date the estoppel certificate is signed; (2) the amount of the scheduled rents to be paid through the end of the lease and any rental payments that have been paid in advance; (3) the amount of any security deposit; (4) the amount of any offsets tenant is entitled against rent; (5) the expiration date of the lease; (6) a description of any renewal options; and (7) 9. BROKERS: A. The brokers to this sale are: N/A N/A Cooperating Broker License No. Principal Broker License No. Address Address Phone Fax Phone E-mail: E-mail: Cooperating Broker represents buyer. Principal Broker: (Check only one box.) ❑ represents Seller only. ❑ represents Buyer only. ❑ is an intermediary between Seller and Buyer. B. Fees. (Check only one box.) ax ❑ (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. ❑ (2) At the closing of this sale, Seller will pay: Cooperating Broker a total cash fee of: Principal Broker a total cash fee of: 0 n/a % of the sales price. ❑ n/a % of the sales price. ❑ n/a ❑ n/a The cash fees will be paid in County, Texas. Seller authorizes escrow agent to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an eamed commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. 10. CLOSING: A. The closing of the sale will be on or before June 15, 2007 or within 7 days after objections made under Paragraph 6C have been cured or waived, whichever date is later (the closing date). B. If either party fails to close by the closing date, the non -defaulting party may exercise the remedies in Paragraph 15. (TAR-1 B02) 10-18-05 Initialed for Identification by Buyer-P6 -and Seller Page 6 of 12 Produced with ZipForrn— by RE FormsNet, LLC 1 B025 Fifteen Mile Road, Clinton Township, Michigan 4B035 www.ziotorm.eom a.zfx Commercial Contract - Unimproved Property Concerning 4404 Ursuline Street C. At closing, Seller will execute and deliver, at Seller's expense, a ® general a special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller, at Se11er's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) an assignment of all leases to or on the Property; (3) to the extent assignable, an assignment to Buyer of any licenses and permits related to the Property; (4) evidence that the person executing this contract is legally capable and authorized to bind Seller; (5) an affidavit acceptable to the escrow agent stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the escrow agent to: (i) withhold from Seller's proceeds an amount sufficient to comply applicable tax law; and (ii) deliver the amount to the Internal Revenue Service (IRS) together with appropriate tax forms; and (6) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and issuance of the title policy, all of which must be completed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the escrow agent; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; (3) sign and send to each tenant in a lease for any part of the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then in effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord -tenant at sufferance relationship between the parties. 12. SPECIAL PROVISIONS: (Identify exhibit if special provisions are contained in an attachment.) (TAR-1802) 10-18-05 Initialed for Identification by Buyer, and Selle Page 7 of 12 Produced with ZipForml by RE FormsNet, LLC 18025 Fifteen Mile Road, Clinton Township, Michigan 48035 www.zipform.com a.zfx Commercial Contract - Unimproved Property Concerning 4404 Ursuline Street 13. SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing.- (1) all loan expenses and fees; (2) preparation of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; (6) other expenses that Buyer will pay under other provisions of this contract. 14. PRORATIONS: A. Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: if Seller changes the use of the Property before closing or if a denial of a special valuation on the Property claimed by Seller results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of the Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C_ Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 14C survives closing. 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller may: (1) terminate this contract and receive the earnest money as liquidated damages, thereby releasing the parties from this contract; or (2) enforce specific performance, or seek other relief as may be provided by law, or both, (TAR-1802) 10-18-05 Initialed for Identification by Buyer., and sellerf' , Page B of 12 Produced with ZipForMT`" by RE FormsNet, LLC 18025 Fifteen Mile Road, Clinton Township, Michigan 48035 www.zioform.com a.zfx Commercial Contract - Unimproved Property Concerning 4404 Ursullne Street B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey, or commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 713(1), as the sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 76(1), as liquidated damages, thereby releasing the parties from this contract; or (2) enforce specific performance, or seek such other relief as may be provided by law, or both. 16. CONDEMNATION: If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: A. terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration paid under Paragraph 713(1), will be refunded to Buyer: or B. appear and defend in the condemnation proceedings and any award will, at Buyer's election, belong to: (1) Seller and the sales price will be reduced by the same amount; or (2) Buyer and the sales price will not be reduced. 17. ATTORNEY'S FEES: If Buyer, Seller, any broker, or any escrow agent is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non -prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. B. If both parties make written demand for the earnest money, escrow agent may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of escrow agent from all parties. C. If one party makes written demand for the earnest money, escrow agent will give notice of the demand by providing to the other party a copy of the demand. If escrow agent does not receive written objection to the demand from the other party within 15 days after the date escrow agent sent the demand to the other party, escrow agent may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and escrow agent may pay the same to the creditors. D. Escrow agent will deduct any independent consideration under Paragraph 713(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. E. If escrow agent complies with this Paragraph 18, each party hereby releases escrow agent from all claims related to the disbursal of the earnest money.. F. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to escrow agent are effective upon receipt by escrow agent. 19. MATERIAL FACTS: To the best of Seller's knowledge and belief: (Check only one box.) ® A. Seller is not aware of any material defects to the Property except as stated in the attached Property Condition Statement. (TAR-1602) 10-18-05 Initialed for Identification by Buyer, and Selle Page 9 of 12 Produced with Zipl`ormTl by RE FormsNet, LLC 18025 Fifteen Mile Road, Clinton Township, Michigan 48035 www.zioforrn com a.7A Commercial Contract- Unimproved Property Concerning 4404 Ursuline Street ❑ B. Except as otherwise provided in this contract, Seller is not aware of: (1) any subsurface: structures, pits, waste, springs, or improvements; (2) any pending or threatened litigation, condemnation, or assessment affecting the Property; (3) any environmental hazards or conditions that materially affect the Property; (4) whether the Property is or has been used for the storage or disposal of hazardous materials or toxic waste, a dump site or landfill, or any underground tanks or containers; (5) whether radon, asbestos containing materials, urea -formaldehyde foam insulation, lead -based paint, toxic mold (to the extent that it adversely affects the health of ordinary occupants), or other pollutants or contaminants of any nature now exist or ever existed on the Property; (6) any wetlands, as defined by federal or state law or regulation, on the Property; (7) any threatened or endangered species or their habitat on the Property; (8) any present or past infestation of wood -destroying insects in the Property's improvements; (9) any contemplated material changes to the Property or surrounding area that would materially and detrimentally affect the ordinary use of the Property; (10) any condition on the Property that violates any law or ordinance. (Describe any exceptions to (1)-(10) in Paragraph 12 or an addendum.) 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand -delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. ❑ A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. ❑ B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22. AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. B. This contract is to be construed in accordance with the laws of the State of Texas. C. This contract contains the entire agreement of the parties and may not be changed except in writing. D. If this contract is executed in a number of identical counterparts„ each counterpart is an original and all counterparts, collectively, constitute one agreement. E. Addenda which are part of this contract are: (Check all that apply.) ❑ (1) Property Description Exhibit identified in Paragraph 2; ❑ (2) Commercial Contract Financing Addendum; ❑ (3) Commercial Property Condition Statement; ❑ (4) Notice to Purchaser of Real Property in a Water District (MUD); ❑ (5) Addendum for Coastal Area Property; ❑ (6) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway; and ❑ (7) (Note: Counsel for the Texas Association of REALTORS@ (TAR) has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission (TREC) or published by TAR are appropriate for use with this form.) (TAR-1802) 10-18-05 Initialed for Identification by Buyer_, and Sell Page 10 of 12 Produced with ZipFormTM by RE FormsNet, LLC 18025 Fifteen Mile Road, Clinton Township, Michigan 48035 www.zipform.com a.zfx Commercial Contract - Unimproved Property Concerning 4404 Ursuline Street F. Buyer 21 may a may not assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all obligations and liability of Buyer under this contract. 23. TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. if the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the escrow agent receipts this contract after all parties execute this contract. 25. ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be fumished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property." The real property is described in Paragraph 2 of this contract. D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135 of the Texas Natural Resources Code requires a notice regarding coastal area property to be included as part of this contract. E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract. F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra -territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Selection of inspectors and repairmen is the responsibility of Buyer and not the brokers. 26. CONTRACT the Property, located, on _ AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is , the offer will lapse and become null and void. (TAR-1802) 10-18-05 Initialed for Identification by Buye!rzw_, and Selle Page 11 of 12 Produced with ZipForrnTm by RE FormsNet, LLC 18025 Fifteen Mile Road, Clinton Township, Michigan 48035 www.zipfprm.com a.zb[ Commercial Contract- Unimproved Property Concerning 4404 Ursuline Street READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Buyer: City of Lubbock -See Attached Sell : Northw t Passa e ,3oi t Nentur By: By: Printed Name: see Attached SigLaature Page Printed Name: Title Buyer: By: Printed Name: Title: Title: Seller: By: Printed Name: Title: AGREEMENT BETWEEN BROKERS Principal Broker agrees to pay (Cooperating Broker) a fee of $ or % of the sales price when the Principal Broker's fee is received. Escrow agent is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Cooperating Broker Principal Broker By: By Buyer's attorney is: Name: None Noted Address: Phone & Fax: E-mail ATTORNEYS Seller's attorney is: Name: None Noted Address: Phone & Fax: E-mail: Buyer's attorney requests copies of documents, Seller's attorney requests copies of documents, notices, and other information: notices, and other information: ❑ the title company sends to Buyer. ❑ the title company sends to Seller, ❑ Seller sends to Buyer. ❑ Buyer sends to Seller. ESCROW RECEIPT Escrow agent acknowledges receipt of: ® A. the contract on this day (effective date); ® B. earnest money in the amount of $500.00 in the form of eheck on Escrow Agent: By: Western Title Company Address: 4416 74th Street Lubbock, TX 79424 Phone & Fax: (806) 793-0704 (806) 795-9143 E-mail: (TAR-1802) 10-18-05 Page 12 of 12 Produced with ZipForrrTM by RE FormsNet, LLC 18025 Fifteen Mile Road, Clinton Township, Michigan 46035 www.zioform.corn a.7A- ATTEST: DAVID A. MI LER, MAYOR Rebecca Garza, City Secretary APPROVED AS TO CONTENT: -a" �4-2� Dave Booher, Right of Way Agent APPROVED AS TO FORM: MWA Resolution No. 2007—R0206 EXHIBIT A That certain 3.758 acre tract of land located in Section 14, Block A, Lubbock County, Texas, being further described by metes and bounds as follows: BEGINNING at a '/a" iron rod found in the South line of Section 14 and in the South right-of-way line of Ursuline Street as described in Volume 1213, Page 347 of the Deed Records of Lubbock County, Texas for the Southeast corner of this tract, which bears N. 89°59'54" E. a distance of 4980.69 feet from a %" iron rod found at the Southwest corner of Section 14, Block A, Lubbock County, Texas; THENCE S 89°59'54" W., along the South line of Section 14 and said South right-of-way line, a distance of 340.12 feet to a '/2" iron rod with cap set for the Southwest corner of this tract; THENCE N. 00°00'06" W., at 55.00 feet pass a '/2" iron rod with cap set in reference, continuing for a total distance of 591.53 feet to a'/2" iron rod with cap set for the Northwest corner of this tract; THENCE S. 56°56'39" E. a distance of 404,85 feet to a '/7" iron rod with cap found at the Northeast corner of this tract; THENCE S. 00°07'36" E., at 315.70 feet pass a %" iron rod found in reference, continuing for a total distance of 370.70 feet to the Point of Beginning. Bearings are relative to the South line of Section 14, Block A previously surveyed and recognized as being S. 89'59'54" W.