HomeMy WebLinkAboutResolution - 2007-R0375 - Contract Of Sale - BR And Geneva Griffin - 08_23_2007Resolution No. 2007—RO375
August 23, 2007
Item No. 5.8
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 B.R. Griffin and wife, Geneva Griffin, 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 23rd day of August 2007.
DAVID A. M LER, MAYOR
ATTEST:
Reh ca Garza, City Secretary
APPROVED AS TO CONTENT:
Rob Alllsei-M=nagerlDev�clopment
_
Assistant Services
APPROVED AS TO FORM:
Richard 9. Casner
First Assistant City Attorney
mkcdocs/Griffin-Contract of Sale.res
August 17, 2007
Resolution No. 2007-RO375
CONTRACT OF SALE
STATE OF TEXAS
COUNTY OF LUBBOCK
This Contract of Sale (the "Contract") is made this 23rd day of August, 2007, effective as
of the date of execution hereof by Buyer, as defined herein, (the "Effective Date', by and
between B.R. GRIFFIN and wife, GENEVA GRIFFIN (referred to herein as "Seller") and the
CITY OF LUBBOCK, TEXAS, a Home Rule Municipal Corporation of Lubbock County, Texas
(referred to herein as `Buyer").
RECITALS
WHEREAS, Seller owns that certain tract of land described as Tract A, Whisperwood
Addition to the City of Lubbock, according to the map or plat thereof recorded in Volume 1585,
Page 766, Deed Records, Lubbock County, Texas (the "Land"); and
WHEREAS, Seller desires to sell to City, and City desires to buy from Seller, the Land
together with all and singular the permanent improvements attached thereto to include, without
limitation, curtain and rods, draperies and rods, valances, blinds, window shades, screens,
shutters, awnings, carpeting, mirrors fixed in place, ceiling fans, attic fans, mail boxes, heating
and air conditioning units and equipment, security systems and fire detection equipment, lighting
and plumbing fixtures, built in kitchen equipment and fixtures, garage doors openers and
controls, shrubbery, trees and other landscape material, built-in fire place screening, and all other
property of Seller attached to the Land (herein "Improvements"), and all other rights and
appurtenances to the Land (collectively, the "Property").
ARTICLE I
SALE OF PROPERTY
For the consideration hereinafter set forth, and upon the terms, conditions and provisions
herein contained, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from
Seller, the Property.
ARTICLE II
PURCHASE PRICE AND EARNEST MONEY
2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of
One Million Nine Hundred Twenty -Nine Thousand Two Hundred Thirty -Five and No/100
Dollars ($1,929,235.00) (the "Purchase Price").
2.02 Earnest Money. Buyer shall deposit the sum of One Thousand and No/100 Dollars
($1,000.00), as Earnest Money (herein so called) with Stewart Title Company, 7802 Indiana
Contract of sale - Griffin
Page 1 of 16
Avenue, Lubbock, Texas, 79423 (the "Title Company"), as escrow agent, upon execution of this
Contract by Seller and Buyer. All interest earned thereon shall become part of the Earnest Money
and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as
provided in this Contract. If the purchase contemplated hereunder is consummated in
accordance with the terms and the provisions hereof, the Earnest Money, together with all
interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the
Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as
provided in this Contract.
ARTICLE III
TITLE AND SURVEY
3.01 Title Commitment.
(a) Within twenty (20) calendar days after the Effective Date, Seller, at Seller's sole
cost and expense, shall cause the Title Company to furnish to Buyer a current
Commitment for Title Insurance (the "Title Commitment") for the Property
binding the Title Company to issue a Texas Owner's Policy of Title Insurance on
the standard form of policy prescribed by the Texas State Board of Insurance at
the closing in the full amount of the Purchase Price showing good and
indefeasible title vested in Seller, subject to the conditions and exceptions as set
forth therein, issued by Title Company in the standard promulgated form.
(b) Along with the Title Commitment, Seller shall also cause to be delivered to
Buyer, at Seller's sole cost and expense, true and correct copies of all instruments
described in the Title Commitment as exceptions to which the conveyance will be
subject and/or which are required to be released or cured at or prior to Closing
(the "Exception Documents").
3.02 Survey. Buyer will advise Seller if Buyer will have an on -ground survey (herein
"Survey") prepared of the Property. If Buyer elects to have the Property surveyed, the Survey
will be at Buyer's sole cost and expense and must be delivered to Buyer and Seller within twenty
(20) calendar days after the Effective Date. The description of the Property as set forth in the
Survey shall be used to describe the Property in the deed to convey the Property to Buyer and
shall be the description set forth in the Title Policy.
3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall have a
period of fifteen (15) calendar days (the "Title Review Period") commencing with the day Buyer
receives the last of the Title Commitment, the Survey, and the Exception documents, in which to
give written notice to Seller specifying Buyer's objections as to one or more of the items (herein
the "Objections"), if any, set forth in the Title Commitment, Exception Documents and Survey.
3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall deliver
written notice to the Buyer (the "Notice") within twenty (20) calendar days after the end of the
Title Review Period as to which of the Objections Seller will satisfy or agree to satisfy prior to
Closing, to Buyer's reasonable satisfaction (the "To Be Cured Objections"). All of the
Contract of Sale — Griffin
Page 2 of I6
Objections that are not To Be Cured Objections will constitute Objections that Seller cannot or
will not satisfy prior to Closing (the "Uncured Objections"), Seller not being obligated to cure
any of the Objections.
If Seller fails to satisfy to Buyer's reasonable satisfaction any To Be Cured Objections prior to
Closing, or if Seller causes, after the date of the Title Commitment, any liens to be placed on the
Property which will not be released at Closing ("Nonpermitted Liens"), then Buyer has the
option of either:
(1) waiving the unsatisfied To Be Cured Objections or Nonpermitted Liens by, and
only by, notice in writing to Seller prior to Closing, in which event those
Objections and Liens shall become Permitted Exceptions, or
(ii) terminating this Contract by notice in writing and receiving back the Earnest
Money, in which latter event Seller and Buyer shall have no further obligations,
one to the other, with respect to the subject matter of this Contract.
All Nonpermitted Agreements [see Section 4.02(a)(0] not fully performed prior to Closing or
which would be binding on Buyer or the Property after Closing also constitute Nonpermitted
Liens as that term is used herein.
With respect to each Uncured Objection, Buyer has the option of either:
(ill) waiving the Uncured Objection by, and only by, notice in writing within twenty
(20) days of receipt of the Notice, in which event those Objections shall become
Permitted Exceptions; or
(iv) tenninating this Contract by notice in writing within ten (10) days of receipt of the
Notice and receiving back the Earnest Money, in which latter event Seller and
Buyer shall have no further obligations, one to the other, with respect to the
subject matter of this Contract.
If Buyer fails to timely agree in writing to waive all Uncured Objections as provided in
subparagraph (iii) above and does not elect to terminate this Contract as provided in
subparagraph (iv) above, this Contract shall be deemed terminated, Buyer shall receive the
Earnest Money, and Seller and Buyer shall have no further obligations, one to the other, with
respect to the subject matter of this Contract.
All encumbrances, conditions, restrictions, severed interests, rights of way, encroachments or
any other claims, interest or other matters set forth in the Commitment, Exception Documents or
Survey which are not Objections shall constitute permitted exceptions to the condition of title to
the Property (herein the "Pennitted Exceptions"). Provided, however, all To Be Cured
Objections which Seller did not cure and to which Buyer waives its rights as provided in (1)
above, and all Uncured Objections to which Buyer has waived its rights as provided in (iii)
above will also constitute Permitted Exceptions.
Contract of Sale — Griffin
Page 3 of 16
3.05 Title Policy. At Closing, Seller, at Seller's sole cost and expense, shall cause a standard
Texas Owner Policy of Title Insurance ("Title Policy") to be furnished to Buyer. The Title
Policy shall be issued by the Title Company in the amount and on the terms and conditions as set
forth in the Title Commitment, subject only to the Permitted Exceptions; provided, however, in
the event Buyer obtains the survey and elects to have the survey exception amended, the survey
exception must be amended to read "shortages in area" only (although Schedule C of the Title
Commitment may condition amendment on the presentation of an acceptable survey and
payment, to be bome solely by Buyer, of any required additional premium).
ARTICLE IV
REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS
4.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract
and consummate the sale and purchase of the Property in accordance with the terms and
provisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of
the Closing Date, except where specific reference is made to another date, that:
(a) There are no adverse or other parties in possession of the Property other than
RGTSC, Inc., and its related entities (the "Griffin Companies"), and no party,
other than the Griffin Companies, has been granted any license, lease or other
right related to the use or possession of any of the Property, or any part thereof,
and the rights of the Griffin Companies to the Property will be terminated at
Closing.
(b) The Seller has the full right, power, and authority to sell and convey the Property
as provided in this Contract and to carry out Seller's obligations hereunder.
(c) The Seller has not received notice of, and has no other knowledge or information
of, any pending or threatened judicial or administrative action, or any action
pending or threatened by adjacent landowners or other persons against or
affecting the Property. This representation limited to the Effective Date.
(d) To the best of Seller's knowledge, the Seller has paid all real estate and personal
property taxes, assessments, excises, and levies that are presently due, if any,
which are against or are related to the Property, or will, except for the year of
Closing, be due as of the Closing, and the Property will be subject to no such
liens.
(e) Seller has not contracted or entered into any agreement with any real estate
broker, agent, finder, or any other party in connection with this transaction or
taken any action which would result in any real estate broker commissions or
finder's fee or other fees payable to any other party with respect to the
transactions contemplated in this Contract.
Contract of Sale — Griffin
Page 4 of 16
4.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as
follows:
(a) From the Effective Date until the date of Closing or earlier termination of this
Contract, Seller shall:
(1) Not enter into any written or oral contract, lease, easement or right
of way agreement, conveyance or any other agreement of any kind with
respect to, or affecting, the Property (herein "Nonpennitted Agreements")
that will not be fully performed on or before the Closing or would be
binding on Buyer or the Property after the date of Closing.
(ii) Advise the Buyer promptly of any litigation, arbitration, or
administrative hearing concerning or affecting the Property.
(iii) Not take, or omit to take, any action that would result in a violation
of the representations, warranties, covenants, and agreements of Seller.
(iv) Not sell, assign, lease (except to the Griffin Companies) or convey
any right, title or interest whatsoever in or to the Property, or create, or
permit to exist, any lien, encumbrance, or charge thereon, except as will be
satisfied at Closing, unless waived by Buyer, or for ad valorem taxes for
the year of Closing. Seller agrees that any lease to or other interest of the
Griffin Companies to the Property will be released or satisfied as of
Closing.
(v) Maintain a fire and extended coverage insurance policy in the
standard promulgated form and with standard terms, which will include
but is not limited to losses from storms and fires, in the minimum amount
of the appraised value of the permanent improvements on the Land as
detennined by the Lubbock Central Appraisal District for calendar year
2006.
(vi) Maintain the Property in its current condition and state of repair,
ordinary wear and tear excepted.
(b) To indemnify and hold Buyer harmless, to the extent permitted by law, from all
loss, liability, and expense, including, without limitation, reasonable attorneys'
fees, arising or incurred as a result of any liens or claims resulting from labor or
materials furnished to the Property under any written or oral contracts arising or
entered into prior to Closing.
4.03 Representations of Buyer. Buyer represents and warrants to Seller as of the Effective
Date and as of Closing:
Contract of Sale — Griffin
Paste 5 of 16
(a) The Buyer has the full right, power and authority to purchase the Property as
provided in this Contract and to carry out Buyer's obligations hereunder.
(b) 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 or
taken any action which would result in any real estate broker commissions or
finder's fee or other fees payable to any other party with respect to the
transactions contemplated in this Contract.
4.04 Covenants and Agreements of Buyer. Buyer covenants and agrees with Seller that it
shall cooperate with Seller in its efforts, in the event it shall so elect, to complete a "like kind"
exchange pursuant to Section 1031 of the Internal Revenue Code of the Property by and through
a qualified intermediary. However, in no event shall Buyer be required to purchase or exchange
any property other than the Property. Additionally, Buyer and Seller confirm that Seller is
selling the Property under threat of condemnation.
4.05 Survival Beyond Closing. The representations, warranties, covenants and agreements of
Seller and Buyer contained in this Contract shall survive the Closing.
ARTICLE V
CLOSING
5.01 Date and Place of Closing. The Closing shall take place in the offices of the Title
Company and shall be accomplished through an escrow to be established with the Title
Company, as escrowee. The Closing Date (herein sometimes called), shall be on the earlier to
occur of (i) September 1, 2008; and (ii) as designated by Seller, upon thirty (30) days notice by
Seller to Buyer, so long as the designated date is after (i) the period of time in which Buyer has
the right to waive the Uncured Objections as set forth in Section 3.04; and (ii) October 1, 2007.
5.02 Items to be Delivered at the Closing.
(a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or
the Title Company, at Seller's sole cost and expense, the following items:
(1) The Title Policy, in the form specified in Section 3.05, provided, however,
the Title Policy may be delivered after Closing consistent with normal
practice;
(ii) The Special Warranty Deed, substantially in the form as attached
hereto as Exhibit "A", subject only to the Permitted Exceptions, if any,
duly executed by Seller and acknowledged;
(iii) Other items reasonably requested by the Title Company as
administrative requirements for consummating the Closing.
Contract of Sale — Griffin
Page 6 of 16
(b) Buyer. At the Closing, Buyer shall deliver to Seller or the Title Company (any
payment to the Title Company to be placed in escrow for the benefit of and
payable to Seller as provided in the Contract) the following items:
(i) The sum required by Section 2.01, less the Earnest Money and
interest earned thereon (which will also be paid to Seller), in the form of
personal, certified or cashier's check or other immediately available funds;
(ii) Other items reasonably requested by the Title Company as
administrative requirements for consummating the Closing.
5.03 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing.
5.04 Adjustment at Closing. Ad valorem taxes relating to the Property for the calendar year
in which Closing shall occur shall be prorated between Seller and Buyer as of the Closing Date.
If the actual amount of taxes for the calendar year in which Closing shall occur is not known as
of the Closing Date, the proration for purposes of settlement at Closing shall be based on the
amount of taxes due and payable with respect to the calendar year immediately preceding the
calendar year of Closing. As soon as the amount of taxes levied against the Property for the
calendar year in which Closing shall occur is known, Seller and Buyer shall readjust in cash the
amount of taxes payable by Seller as per the prorated responsibilities set forth herein. This
provision shall survive the Closing.
5.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in
negotiating (including the pre -contract mediation), preparing, and closing the transaction
contemplated by this Contract. Seller is responsible for paying fees, costs and expenses
identified herein as being the responsibility of Seller. Buyer is responsible for paying fees, costs,
expenses identified herein as being the responsibility of Buyer. If the responsibility for such
costs or expenses associated with closing the transaction contemplated by this Contract are not
identified herein, such costs or expenses shall be borne by the parties as same are normally
assessed by the Title Company in a transaction of this character.
ARTICLE VI
DEFAULTS AND REMEDIES
6.01 Seller's Defaults and Buyer's Remedies.
(a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any
one or more of the following events:
(1) Any of Seller's warranties or representations contained in this
Contract are untrue on the Closing Date; or
(ii) Seller fails to meet, comply with or perform any covenant,
agreement, condition precedent or obligation on Seller's part required
within the time limits and in the manner required in this Contract.
Contract of Sale — Griffin
Page 7 of 16
(b) Buyer's remedies. If Seller is in default under this Contract, Buyer as Buyer's
sole and exclusive remedies for the default, may, at Buyer's sole option, do either
one of the following:
(i) Terminate this Contract by written notice delivered to Seller in
which event the Buyer shall be entitled to payment of the Earnest Money,
and Seller shall, promptly on written request from Buyer, execute and
deliver any documents necessary to cause the Title Company to return to
Buyer the Earnest Money; or
(ii) Enforce specific performance of this Contract against Seller,
requiring Seller to convey the Property to Buyer subject only to the
Permitted Exceptions.
6.02 Buyer's Default, Seller's Remedies.
(a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver
at Closing, the items specified in Section 5.02(b) of this Contract for any reason
other than a default by Seller under this Contract or termination of this Contract
pursuant to the terms hereof prior to Closing.
(b) Seller's Remedy. if Buyer is in default under this Contract, Seller, as Seller's sole
and exclusive remedies for the default, may at Seller's sole option, do either one
of the following:
(i) Tenminate this Contract by written notice delivered to Buyer in
which event the Seller shall be entitled to a return of the Earnest Money,
and Buyer shall, promptly on written request from Seller, execute and
deliver any documents necessary to cause the Title Company to return to
Seller the Earnest Money; or
a. Enforce specific performance of this Contract against
Buyer, requiring Buyer to purchase the Property from Seller
subject to no liens, encumbrances, exceptions, and conditions other
than those shown on the Title Commitment.
ARTICLE VII
MISCELLANEOUS
7.01 Notice. All notices, demands, requests, and other communications required hereunder
shall be in writing, and shall be deemed to be delivered, upon the earlier to occur of (a) actual
receipt, and (b) two (2) calendar days following the deposit of, in a regularly maintained
receptacle for the United States Mail, registered or certified, return receipt requested, postage
prepaid, addressed as follows:
Contract of Sale — Griffin
Page 8 of 16
SELLER:
B.R. and GENEVA GRIFFIN
5118 2nd Street
Lubbock, Texas 79416
Copies to:
For Seller:
Steve Krier
Clifford, Kner, Wilkerson & Wright, P.C.
2124 Broadway
Lubbock, TX 79401
(806) 687-6768
Telecopy: (806) 687-6783
BUYER:
Rob Allison, Assistant City Manager
Development Services
City of Lubbock
P.O. Box 2000
Lubbock, Texas 79457
(806) 775-2312
Telecopy: (806) 775-2051
For Buyer:
Richard K. Casner
First Assistant City Attorney
P. O. Box 2000
Lubbock, TX 79457
(806) 775-2221
Telecopy: (806) 775-3307
7.02 Governing Law and Venue. This Contract is being executed and delivered and is
intended to be performed in the State of Texas, the laws of Texas governing the validity,
construction, enforcement and interpretation of this Contract. This Contract is performable in,
and the exclusive venue for any action brought with respect hereto, shall lie in Lubbock County,
Texas.
7.03 Entirety and Amendments. This Contract embodies the entire agreement between the
parties and supersedes all prior agreements and understandings, if any, related to the Property,
and may be amended or supplemented only in writing executed by the party against whom
enforcement is sought.
7.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and
Buyer, and their respective successors and assigns. If requested by Buyer, Seller agrees to
execute, acknowledge and record a metnorandum of this Contract in the Real Property Records
of Lubbock County, Texas, imparting notice of this Contract to the public.
7.05 BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE AND DOES NOT
MAKE ANY REPRESENTATION AS TO THE PHYSICAL CONDITION, OR ANY OTHER
MATTER AFFECTING OR RELATED TO THE PROPERTY (OTHER THAN
WARRANTIES OF TITLE AS PROVIDED AND LIMITED HEREIN). BUYER EXPRESSLY
AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROPERTY
IS CONVEYED "AS IS" AND "WITH ALL FAULTS", AND SELLER EXPRESSLY
DISCLAIMS, AND BUYER ACKNOWLEDGES AND ACCEPTS THAT SELLER HAS
DISCLAIMED, ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTIES
Contract of Sale — Griffin
Page 9 of 16
OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED (EXCEPT AS TO TITLE AS
HEREIN PROVIDED AND LIMITED) CONCERNING THE PROPERTY, INCLUDING
WITHOUT LIMITATION (i) THE VALUE, CONDITION, MERCHANTABILITY,
HABITABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR
A PARTICULAR USE OR PURPOSE, OF THE PROPERTY, (ii) THE MANNER OR
QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY
SUCH IMPROVEMENTS, AND (iii) THE MANNER OR REPAIR, QUALITY, STATE OF
REPAIR OR LACK OF REPAIR OF ANY SUCH IMPROVEMENTS. SELLER IS NOT
LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,
REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY, OR THE
OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT,
EMPLOYEE, SERVANT OR OTHER PERSON. SELLER HAS NOT MADE ANY
REPRESENTATION OR WARRANTY WITH REGARD TO COMPLIANCE WITH ANY
ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES,
REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO,
THOSE PERTAIlVING TO THE HANDLING, GENERATING, TREATING, STORING OR
DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE, OR THE NATURE,
QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION,
THE WATER, SOIL AND GEOLOGY, OR THE PRESENCE OR ABSENCE OF ANY
UNDERGROUND STORAGE TANK, POLLUTANT, HAZARDOUS WASTE, GAS OR
SUBSTANCE OR SOLID WASTE ON OR ABOUT THE PROPERTY. EXCEPT AS
OTHERWISE PROVIDED IN SECTION 4.02(a)(vi), SELLER HAS NO CONTINUING
OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIRS, ALTERATIONS OR
OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY.
BUYER ACKNOWLEDGES THAT BUYER, HAVING BEEN GfVEN THE OPPORTUNITY
TO INSPECT THE PROPERTY, IS RELYING SOLELY ON BUYER'S OWN
INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED
OR TO BE PROVIDED BY OR ON BEHALF OF SELLER. BUYER FURTHER
ACKNOWLEDGES THAT NO INDEPENDENT INVESTIGATION OR VERIFICATION
HAS BEEN MADE BY SELLER WITH RESPECT TO ANY INFORMATION SUPPLIED BY
SELLER CONCERNING THE PROPERTY, AND SELLER HAS MADE NO
REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY SUCH
INFORMATION, IT BEING INTENDED BY THE PARTIES THAT BUYER SHALL HAVE
VERIFIED THE ACCURACY AND COMPLETENESS OF SUCH INFORMATION.
7.06 Risk of Loss. If any condemnation or any eminent domain proceedings are threatened or
initiated that might result in the taking of any portion of the Property, or if the Improvements to
the Property have been damaged by fire, storms or other acts covered by applicable fire and
extended coverage insurance, and all other conditions to Closing except as a result of such
condemnation or eminent domain proceeding (herein "Condemnation Proceeds") have been met,
Buyer shall consummate this Contract, in which case Buyer, with respect to the Property, shall
be entitled to receive any and all Condemnation Proceeds and insurance proceeds paid for or
with respect to damage to the Property, and Buyer shall have the right to compromise and settle
any such insurance claims.
Contract of Sale — Griffin
Page 10 of 16
7.07 Further Assurances. In addition to the acts and deeds recited in this Contract and
contemplated to be performed, executed and/or delivered by Seller and Buyer, Seller and Buyer,
at no cost or expense, agree to perform, execute and/or deliver, or cause to be performed,
executed and/or delivered at the Closing or after the Closing, any further deeds, acts, and
assurances as are reasonably necessary to consummate the transactions contemplated hereby.
7.08 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of
the essence with respect to this Contract.
7.09 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are
incorporated in and made a part of, this Contract for all purposes.
7.10 Delegation of Authority. Authority to take any actions that are to be, or may be, taken
by Buyer under this Contract are hereby delegated by Buyer to City Manager, Lee Ann
Dumbauld, or her designee.
Executed by Seller on the 21st day of August 2007.
SELLER.
�-� A".,v -4�'
'NEVA
Contract of Sale — Griffin
Page 11 of 16
Executed by Buyer on the 23rd day of August 2007.
ATTEcT:
Reb ca Garza, City Secretar
APPROVED AS TO CONTENT:
'••
BUYER:
101,
DAVID A. MILLER, MAYOR
tnt City Manager/ Development Services
l �7.� ✓I I , 4
Loomis
tnt City Manager/ Transportation and Public Works
APPROVED AS TO FORM:
- ZZ.:'-a
Richard K. Casner
First Assistant City Attorney
Contract of Sale — Griff-in
Page 12 of 16
Resolution No. 2007—RO375
EXHIBIT "A"
To
Contract of Sale
RETURN TO: Richard K. Casner, First Assistant City Attorney
City of Lubbock
P.O. Box 2000
Lubbock, TX 79457
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE THROUGH ANY OR ALL 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.
SPECIAL WARRANTY DEED
STATE OF TEXAS
COUNTY OF LUBBOCK 6 KNOW ALL MEN BY THESE PRESENTS:
That B.R. GRIFFIN and wife, GENEVA GRIFFIN (herein called "Grantor"), for and
in consideration of the sum of TEN AND NOI100 DOLLARS ($10.00), and other good and
valuable consideration to Grantor in hand paid by the CITY OF LUBBOCK, a Texas Home
Rule Municipal Corporation (herein called "Grantee"), P. O. Box 2000, Lubbock, TX 79457, the
receipt and sufficiency of which are hereby acknowledged and confessed, and subject to the
terms, conditions and limitations set forth herein, have GRANTED, SOLD and CONVEYED,
and by these presents do GRANT, SELL and CONVEY, unto Grantee all the following
described real property in Lubbock County, Texas:
Tract A, Whisperwood Addition to the City of Lubbock, according to the map or
plat thereof recorded in Volume 1585, Page 766, Deed Records, Lubbock County,
Texas,
together with all and singular the permanent fixtures and improvements attached to the property,
including without limitation, curtain and rods, draperies and rods, valances, blinds, window
shades, screens, shutters, awnings, carpeting, mirrors fixed in place, ceiling fans, attic fans, mail
boxes, heating and air conditioning units and equipment, security systems and fire detection
equipment, lighting and plumbing fixtures, built in kitchen equipment and fixtures, garage doors
openers and controls, shrubbery, trees and other landscape material, built-in fire place screening,
and all other property of Grantor attached to the above -described land (herein the "Property").
Contract of sale — Griffin
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In addition, Grantor conveys to Grantee, without warranty, all rights -of -way, privileges,
and appurtenances pertaining to the Property and owned by Grantor, and all other rights, title and
interest of Grantor in and to the adjacent roads and rights -of -way.
By acceptance of this Deed, GRANTEE ACKNOWLEDGES AND RECONFIRMS THAT
GRANTOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION AS TO
THE PHYSICAL CONDITION, OR ANY OTHER MATTER AFFECTING OR RELATED TO
THE PROPERTY (OTHER THAN WARRANTIES OF TITLE AS PROVIDED AND
LIMITED HEREIN). GRANTEE EXPRESSLY AGREES THAT TO THE MAXIMUM
EXTENT PERMITTED BY LAW, THE PROPERTY IS CONVEYED "AS IS" AND "WITH
ALL FAULTS", AND GRANTOR EXPRESSLY DISCLAIMS, AND GRANTEE
ACKNOWLEDGES AND ACCEPTS THAT GRANTOR HAS DISCLAIMED, ANY AND
ALL REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, ORAL OR
WRITTEN, EXPRESS OR IMPLIED (EXCEPT AS TO TITLE AS HEREIN PROVIDED AND
LIMITED) CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION (i)
THE VALUE, CONDITION, MERCHANTABILITY, HABITABILITY, MARKETABILITY,
PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE,
OF THE PROPERTY, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR
MATERIALS INCORPORATED INTO ANY SUCH IMPROVEMENTS, AND (iii) THE
MANNER OR REPAIR, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY
SUCH IMPROVEMENTS. GRANTOR IS NOT LIABLE OR BOUND IN ANY MANNER
BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR
INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF,
FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR
OTHER PERSON. GRANTOR HAS NOT MADE ANY REPRESENTATION OR
WARRANTY WITH REGARD TO COMPLIANCE WITH ANY ENVIRONMENTAL
PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS
OR REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO
THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY
HAZARDOUS WASTE OR SUBSTANCE, OR THE NATURE, QUALITY OR CONDITION
OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND
GEOLOGY, OR THE PRESENCE OR ABSENCE OF ANY UNDERGROUND STORAGE
TANK, POLLUTANT, HAZARDOUS WASTE, GAS OR SUBSTANCE OR SOLID WASTE
ON OR ABOUT THE PROPERTY. EXCEPT AS SET FORTH IN SECTION 4.02(a)(vi) OF
THE CONTRACT OF SALE, DATED ON OR ABOUT AUGUST 23, 2007, BY AND
BETWEEN GRANTOR AND GRANTEE, CONTEMPLATING THE SALE AND
PURCHASE OF THE PROPERTY, SELLER HAS NO CONTINUING OBLIGATION
WHATSOEVER TO UNDERTAKE ANY REPAIRS, ALTERATIONS OR OTHER WORK
OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. GRANTEE
ACKNOWLEDGES THAT GRANTEE, HAVING BEEN GIVEN THE OPPORTUNITY TO
INSPECT THE PROPERTY, IS RELYING SOLELY ON GRANTEE'S OWN
INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED
OR TO BE PROVIDED BY OR ON BEHALF OF GRANTOR. GRANTEE FURTHER
ACKNOWLEDGES THAT NO INDEPENDENT INVESTIGATION OR VERIFICATION
HAS BEEN MADE BY GRANTOR WITH RESPECT TO ANY INFORMATION SUPPLIED
Contract of Sale - Griffin
Page 14 of 16
BY GRANTOR CONCERNING THE PROPERTY, AND GRANTOR HAS MADE NO
REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY SUCH
INFORMATION, IT BEING INTENDED BY THE PARTIES THAT GRANTEE SHALL
HAVE VERIFIED THE ACCURACY AND COMPLETENESS OF SUCH INFORMATION.
GRANTOR SHALL HAVE NO LIABILITY TO GRANTEE WITH RESPECT TO THE
CONDITION OF THE PROPERTY, AND GRANTEE WAIVES ANY AND ALL CLAIMS
OR CAUSES OF ACTION AGAINST GRANTOR ARISING THEREFROM IN THE
FUTURE. GRANTOR AND GRANTEE ACKNOWLEDGE THAT THIS BASIS UPON
WHICH THE PROPERTY IS BEING SOLD WAS A MATERIAL FACTOR IN REACHING
AN AGREEMENT ON THE PURCHASE PRICE FOR THE PROPERTY.
This conveyance is made by Grantor and accepted by Grantee expressed subject to [insert
(i) "all oil, gas and other mineral interests previously reserved by prior owners"; (ii) "ad
valorem taxes for 2007" (or year of Closing, if applicable); and (iii) the parties agree
there will also be inserted at Closing as permitted exceptions to the special warranty of
title provided herein those matters which constitute Permitted Exceptions as defined in
the Contract of Sale between Grantor and Grantee to which this exhibit is attached.]
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereto in anywise belonging unto Grantee, and Grantee's successors and assigns
forever. Subject to the Permitted Exceptions, Grantor does by these presents bind Grantor and
Grantor's successors and assigns to warrant and forever defend all and singular the Property unto
Grantee and Grantee's successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof, by, through or under Grantor, but not
otherwise.
EXECUTED the day of , 2007.
GENEVA GRIFFIN
Contract of Sale — Griffin
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THE STATE OF TEXAS
COUNTY OF LUBBOCK §
This instrument was acknowledged before me on this day of
2007, by B.R. GRIFFIN and GENEVA GRIFFIN.
mMehard/Contract of Sale-06 din -Final 082007
August 20, 2007
Notary Public, State of Texas
My Commission Expires:
Contract of Sale — Griffin
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