HomeMy WebLinkAboutResolution - 2019-R0196 - Real Estate Sales Contract - 806 LAND GROUP - 05_28_2019Resolution No. 2019-R0196
Item No. 6.24
May 28, 2019
RESOLUTION
BE 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, a Real Estate Sales Contract, by and between the City of
Lubbock and 806 LAND GROUP, LLC, a Texas limited liability company, of Lubbock,
Texas, and all 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;
THAT the City Council finds it to be in the best interest of the citizens of the City of
Lubbock in order to expedite the performance of city business, to delegate authority to
execute any necessary or related documents associated with this conveyance to the City
Manager of the City of Lubbock, or his designee.
Passed by the City Council on _ May 28, 2019
DANIEL M. POPE, MAYOR
ATTEST:
Rebe t
arza, City Secret- ry
APPROVED AS TO CONTENT:
W..larre Atkinson, City Manager
APPROVED AS TO FORM:
Ry n poke, As. stant City Attorney
RES. Real Estate Sales Contract — 806 LAND GROUP
5.21 19
Resolution No. 2019-RO196
This Real Estate Contract (the "Contract') to buy and sell real and personal property is between Seller and Buyer, as
identified below, and is effective on the date of the last of the signatures by Seller and Buyer as parties to this contract
(the "Effective Date").
PARTIES
Seller: 806 LAND GROUP, LLC, a Texas limited liability company
Address: P.O. Box 53417
Phone: 806.78 I.7928
Buyer: City of Lubbock, Texas
Address: P.O. Box 2000, Lubbock, Texas 79457
Phone: 806.775.2003
Property:
The property described as a 3.12 acre tract of land out of an 11.31717 acre tract described in County Clerk File
Number (CCFN) 2018044829, Official Public Records of Lubbock County, Texas, and out of Section 7, Block JS,
Lubbock County, Texas, the property being further described in Exhibit A attached hereto (the "Land"), together
with improvements to the Land (the "Improvements"), and the personal property associated with the Land (the
"Personal Property").
Title Company: Western Title Company
Address: 4202 841 Street, Lubbock, Texas, 79423
Phone: 806-793-0704
Fax: 806-747-3326
PURCHASE PRICE 1 EARNEST MONEY 1 COUNTY OF PERFORMANCE
Purchase Price: FOUR HUNDRED NINETEEN THOUSAND AND N01100 DOLLARS ($419,000.00)
Earnest Money: ONE THOUSAND AND NO1100 DOLLARS ($1,000.00)
County for Performance: Lubbock County, Texas
TERMS
A. Deadlines and Other Dates
All deadlines in this contract expire at 5:00 P.m. local time where the Property is located. If a deadline falls on a
Saturday, Sunday, or holiday, the deadline will be extended to the next day that is not a Saturday, Sunday, or holiday.
A holiday is a day, other than a Saturday or Sunday, on which state or local governmental agencies and financial
institutions are not generally open for business. Time is of the essence.
1. Delivery of Title Commitment: Thirty (30) days after the Effective Date
2. Delivery of Survey: Forty-five (45) days after the Effective Date
3. Delivery of UCC Search: Thirty (30) days after the Effective Date
4. Delivery of legible copies of instruments referenced in the Title Commitment, Survey, and UGC Search: Thirty
(30) days after the Effective Date
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5. Delivery of Title Objections: Fifteen (15) days after delivery of the latest delivered of the Title Commitment,
Survey, and legible copies of the instruments referenced in them
6. Delivery of Seller's records as specified in Exhibit C: Thirty (30) days after the Effective Date
7. End oflnspection Period: Thirty (30) days after the Effective Date, subject to Section G.
8. Closing Date: Fifteen (15) days after the end of the Inspection Period
B. Closing Documents
The documents listed in this section B are collectively known as the "Closing Documents." Unless otherwise provided
herein, or agreed by the parties before Closing, the Closing Documents for which forms exist in the current edition of
the Texas Real Estate Forms Manual (State Bar of Texas) will be prepared using those forms.
1. At Closing, Seller will deliver the following items:
General Warranty Deed
Bill of Sale and Assignment
Declaration of Nonforeign Status Entity
Evidence of Seller's authority to close this transaction
Notices, statements, and certificates as specified in Exhibit D
Tenant Estoppel Certificate
Assignment and Assumption of Leases
2. At Closing, Buyer will deliver the following items:
One -Third (113) of Purchase Price
C. Exhibits
The following are attached to and are a part of this contract:
Exhibit A —Description of the Laud and Personal Property
Exhibit B Representations; Environmental Matters
Exhibit C—Seller's Records
Exhibit D Notices, Statements, and Certificates
Exhibit E Improvements and Infrastructure
D. Purchase and Sale of Property
1. Purchase and .Sale Agreement. Seller agrees to sell and convey the Property and Improvements to Buyer, and
Buyer agrees to buy and pay Seller for the Property and Improvements. The promises by Buyer and Seller
stated in this contract are the consideration for the formation of this contract. Seller estimates the cost of the
Improvements to be Four Hundred and Nineteen Thousand and No/100 Dollars ($419,000.00).
2. Payment of Purchase Price. The purchase price shall be paid by Buyer to Seller as follows:
a. One -Third (1/3) of the purchase price due at Closing.
b. One -Third (1/3) of the purchase price due upon fifty percent (50%) completion of the infrastructure and
improvements as required herein. Fifty percent (50%) completion of the infrastructure and improvements
is subject to certification by the City Engineer of the City of Lubbock, or his designee.
c. One -Third (1/3) of the purchase price due upon completion and acceptance of the infrastructure and
improvements and recording of final plat as required herein. Acceptance and completion of the
infrastructure and improvements is subject to certification by the City Engineer of the City of Lubbock, or
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his designee.
E. Title and Survey
I. Title Commitment; Title Policy. "Title Commitment" means a Commitment for Issuance of an Owner Policy
of Title Insurance by Title Company, as agent for Underwriter, or directly by Underwriter, stating the condition
of title to the Land. The "effective date" stated in the Title Commitment must be after the Effective Date of this
contract. "Title Policy" means an Owner Policy of Title Insurance issued by Title Company, as agent for
Underwriter, or directly by Underwriter, in conformity with the last Title Commitment delivered to and
approved by Buyer.
2. Survey. "Survey" means an on -the -ground, staked plat of survey and metes -and -bounds description of the
Land, prepared by Surveyor or another surveyor satisfactory to Title Company, dated after the Effective Date,
and certified to Buyer and Title Company, and any other person specified by Buyer, to comply with the current
standards and specifications as published by the Texas Society of Professional Surveyors for the Survey
Category.
3. UCC Search. "UCC Search" means written reports stating the instruments that are on file in the Texas secretary
of state's UCC records, the UCC records of any other appropriate state, and the UCC records in the jurisdiction
in which Seller is organized, showing as debtor Seller and all other owners of any personal property during the
five years before the Effective Date of this contract, if applicable.
4. Delivery of Title Commitment, Survey, UCC Search, and Legible Copies. Seller must deliver the Title
Commitmentto Buyer and Buyer's attorney by the deadline stated in paragraph A.I.; the Survey by the deadline
stated in paragraph A.2.; the UCC Search, if applicable, by the deadline stated in paragraph A.3.; and legible
copies of the instruments referenced in the Title Commitment, Survey, and UCC Search by the deadline stated
in paragraph A.4.
5. Title Objections. Buyer has until the deadline stated in paragraph A.S. ("Title Objection Deadline") to review
the Survey, Title Commitment, UCC Search, and legible copies of the title instruments referenced in them and
notify Seller of Buyer's objections to any of them ("Title Objections"). Buyer will be deemed to have approved
all matters reflected by the Survey, Title Commitment, and UCC Search to which Buyer has made no Title
Objection by the Title Objection Deadline. The matters that Buyer either approves or is deemed to have
approved are "Permitted Exceptions." If Buyer notifies Seller of any Title Objections, Seller has five days from
receipt of Buyer's notice to notify Buyer whether Seller agrees to cure the Title Objections before Closing
("Cure Notice"). If Seller does not timely give its Cure Notice or timely gives its Cure Notice but does not
agree to cure all the Title Objections before Closing, Buyer may, within five days after the deadline for the
giving of Seller's Cure Notice, notify Seller that either this contract is terminated or Buyer will proceed to
close, subject to Seller's obligations to remove all liquidated liens, remove all exceptions that arise by, through,
or under Seller after the Effective Date, and cure only the Title Objections that Seller has agreed to cure in the
Cure Notice. At or before Closing, Seller must remove all liquidated liens, remove all exceptions that arise by,
through, or under Seller after the Effective Date of this contract, and cure the Title Objections that Seller has
agreed to cure.
G. Inspection Period
I. Review of Seller's Records. Seller will deliver to Buyer copies of Seller's records specified in Exhibit C, or
otherwise make those records available for Buyer's review, by the deadline stated in paragraph A.6.
2. Entry onto the Property. Buyer may enter the Property following the Effective Date to inspect it at Buyer's
cost, subject to the following:
a. Buyer must deliver evidence to Seller that Buyer has liability insurance for its proposed inspection
activities, or those of its agents and representatives.
b. Buyer may not interfere in any material manner with existing operations or occupants of the Property;
provided, however, that Seller shall make all necessary arrangements with occupants of the Property to
allow reasonable access to the Buyer or Buyer's agents for reasons and purposes set forth herein.
c. Buyer must notify Seller in advance of Buyer's plans to conduct tests so that Seller may be present during
the tests.
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d. If the Property is physically altered because of Buyer's inspections, Buyer must return the Property to its
preinspection condition promptly after the alteration occurs.
e. Buyer must deliver to Seller copies of all inspection reports that Buyer prepares or receives from third -
party consultants or contractors upon request.
f. Buyer must abide by any other reasonable entry rules imposed by Seller.
3. Environmental Assessment. Buyer has the right to conduct environmental assessments of the Property. Seller
will provide, or will designate a person with knowledge of the use and condition of the Property to provide,
information requested by Buyer or Buyer's agent or representative regarding the use and condition of the
Property during the period of Seller's ownership of the Property. Seller will cooperate with Buyer in obtaining
and providing to Buyer or its agent or representative information regarding the use and condition of the Property
before Seller's period of ownership to the extent that the information is within Seller's possession or control.
4. Buyer's Right to Terminate. Buyer may terminate this contract for any reason by notifying Seller of the
termination before the end of the Inspection Period. If Buyer does not notify Seller of Buyer's termination of
the contract before the end of the Inspection Period, Buyer waives the right to terminate this contract pursuant
to this provision.
5. Buyer's Indemnity and Release of Seller
a. Indemnity. To the extent permitted by law, Buyer will indemnify, defend, and hold Seller harmless from
any loss, attorney's fees, expenses, or claims arising out of Buyer's investigation of the Property, except
those arising out of the acts or omissions of Seller and those for repair or remediation of existing conditions
discovered by Buyer's inspection. The obligations of Buyer under this provision will survive termination
of this contract and Closing, any other provision of this contract to the contrary notwithstanding.
b. Release. Buyer releases Seller and those persons acting on Seller's behalf from all claims and causes of
action (including claims for attorney's fees and court and other costs) resulting from Buyer's investigation
of the Property, unless said claim or cause of action arises from the negligence or gross negligence of
Seller, Seller's agents, or Seller's representatives.
6. Partial Release. If, as of the Effective Date, the Property is subject to any liens that secure indebtedness in
excess of the estimated net proceeds of the Purchase Price after the satisfaction of brokers' commissions and
other transaction costs for which Seller is responsible, then Seller promptly must obtain a written agreement or
agreements (collectively, the "Partial Release Agreement") binding and enforceable against the holders of such
liens ("Holders"). The Partial Release Agreement must release all of such liens with respect to the Property on
the payment to the Holders of an amount that does not exceed the net proceeds of the Purchase Price after the
satisfaction of brokers' commissions and other transaction costs for which Seller is responsible.
Notwithstanding any other provision of this contract, if Seller is required to provide a Partial Release
Agreement, the Inspection Period will not commence until and unless the executed Partial Release Agreement,
in a form reasonably satisfactory to Buyer, is delivered to Buyer.
H. Representations
The parties' representations stated in Exhibit B are true and correct as of the Effective Date and must be true and
correct on the Closing Date. Seller will promptly notify Buyer if Seller becomes aware that any of the representations
are not true and correct. Unless Seller notifies Buyer to the contrary on or before the Closing Date, or Buyer has actual
knowledge to the contrary as of the Closing Date, Buyer is entitled to presume that the representations of Seller in
Exhibit B are true and correct as of the Closing Date.
I. Condition of the Property until Closing; Cooperation; No Recording of Contract
1. Maintenance and Operation. Until Closing, Seller will (a) maintain the Property as it existed on the Effective
Date, except for reasonable wear and tear and casualty damage; (b) use the Property in the same manner as it
was used on the Effective Date; (c) comply with all contracts of Seller pertaining to the Property in effect on
the Effective Date and all laws and all governmental regulations affecting the Property; and (d) not encumber,
transfer, or dispose of any of the Property, except to sell inventory, replace equipment, and use supplies in the
normal course of operating the Property. Until the end of the Inspection Period, Seller will not enter into, amend,
or terminate any contract that affects the Property other than in the ordinary course of operating the Property
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and will promptly give notice to Buyer of each new, amended, or terminated contract, including a copy of the
contract, in sufficient time so that Buyer may consider the new information before the end of the Inspection
Period. If Seller's notice is given within three days before the end of the Inspection Period, the Inspection
Period will be extended for three days. After the end of the Inspection Period, Seller may not enter into, amend,
or terminate any contract that affects the Property without first obtaining Buyer's written consent, which Buyer
will have no obligation to grant and, if granted, may be conditioned in any manner Buyer in its sole discretion
deems appropriate.
Casualty Damage. Seller will notify Buyer promptly after discovery of any casualty damage to the Property.
Seller will have no obligation to repair or replace the Property if it is damaged by casualty before Closing.
Buyer may terminate this contract if the casualty damage that occurs before Closing would materially affect
Buyer's intended use of the Property, by giving notice to Seller within fifteen days after receipt of Seller's
notice of the casualty (or before Closing if Seller's notice of the casualty is received less than fifteen days before
Closing). If Buyer does not terminate this contract, Seller will (a) convey the Property to Buyer in its damaged
condition, (b) assign to Buyer all of Seller's rights under any property insurance policies covering the Property,
and (c) credit to Buyer the amount of the deductibles and coinsurance provisions under any insurance policies
covering the Property, but not in excess of the cost to repair the casualty damage and less any amounts
previously paid or incurred by Seller to repair the Property. If Seller has not insured the Property and Buyer
does not elect to terminate this contract in accordance with this section, the Purchase Price will be reduced by
the cost to repair the casualty damage less any amounts previously paid or incurred by Seller to repair the
Property.
3. Condemnation. Seller will notify Buyer promptly after Seller receives notice that any part of the Property has
been or is threatened to be condemned or otherwise taken by a governmental or quasi -governmental authority.
Buyer may terminate this contract if the condemnation would materially affect Buyer's intended use of the
Property by giving notice to Seller within fifteen days after receipt of Seller's notice to Buyer (or before Closing
if Seller's notice is received less than fifteen days before Closing). The condemnation will be deemed to
materially affect Buyer's intended use in Buyer's sole discretion. If Buyer does not terminate this contract, (a)
Buyer and Seller will each have the right to appear and defend their respective interests in the Property in the
condemnation proceedings, (b) any award in condemnation will be assigned to Buyer, (c) if the taking occurs
before Closing, the description of the Property will be revised to delete the portion taken, and (d) no change in
the Purchase Price will be made.
4. Claims; Hearings. Seller will notify Buyer promptly after Seller receives notice of any claim or administrative
hearing that is threatened, filed, or initiated before Closing that involves or directly affects the Property.
5. Cooperation. Seller will cooperate with Buyer (a) before and after Closing, to transfer the applications, permits,
and licenses held by Seller and used in the operation of the Property and to obtain any consents necessary for
Buyer to operate the Property after Closing and (b) before Closing, with any reasonable evaluation, inspection,
audit, or study of the Property prepared by, for, or at the request of Buyer. Seller will also ensure the cooperation
of any occupants of the Property for the purposes set forth herein.
J. Termination
1. Disposition of Earnest Money after Termination
a. To Buyer. If Buyer terminates this contract in accordance with any of Buyer's rights to terminate, then
unless Seller delivers notice of Seller's objection to Title Company's release of the Earnest Money to Buyer
within five days after Buyer delivers Buyer's termination notice to Seller and Title Company, Title
Company is authorized, without any further authorization from Seller, to deliver the Earnest Money to
Buyer, less $100, which will be paid to Seller as independent consideration for the right granted by Seller
to Buyer to terminate this contract.
b. To Seller. If Seller terminates this contract in accordance with any of Seller's rights to terminate, then
unless Buyer delivers notice of Buyer's objection to Title Company's release of the Earnest Money to
Seller within five days after Seller delivers Seller's termination notice to Buyer and Title Company, Title
Company is authorized, without any further authorization from Buyer, to pay and deliver the Earnest
Money to Seller.
2. Duties after Termination. If this contract is terminated, Buyer will promptly return to Seller all of Seller's
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records in Buyer's possession or control. After return of the records, neither party will have further duties or
obligations to the other under this contract, except for those obligations that cannot be or were not performed
before termination of this contract or that expressly survive termination of this contract.
K. Closing
1. Conditions of Closing. Neither party will be obligated to close the sale and purchase of the Property unless the
other party has satisfied the following conditions, any of which may be waived by the first party, by writing, in
its discretion:
a. Representations and Warranties. The representations and warranties of the other party must be true and
correct at Closing.
b. Performance of Covenants and Agreements. The other party must have performed all covenants and
agreements required to be performed at or before Closing by that party.
c. No Bankruptcy. No voluntary or involuntary proceeding in bankruptcy shall be pending with respect to
that party.
2. Closing. This transaction will close ("Closing") at Title Company's offices at the Closing Date and Closing
Time. At Closing, the following will occur:
a. Closing Documents; Title Company Documents. The parties will execute and deliver the Closing
Documents and any documents required by Title Company.
b. Payment of Purchase Price. Buyer will deliver the Purchase Price and other amounts that Buyer is
obligated to pay under this contract to Title Company in funds acceptable to Title Company. The Earnest
Money will be applied to the Purchase Price.
c. Disbursement of Funds; Recording; Copies, Title Company will be instructed to disburse the Purchase
Price and other funds in accordance with this contract, record the deed and the other Closing Documents
directed to be recorded, and distribute documents and copies in accordance with the parties' written
instructions.
d. Delivery of Originals. Seller will deliver to Buyer the originals of Seller's Records.
e. Possession. Seller will deliver possession of the Property to Buyer, subject to the Permitted Exceptions
existing at Closing and any liens and security interests created at Closing to secure financing for the
Purchase Price. Property shall not be occupied by any person, nor subject to any lease, leasehold interest,
claim or offset against rents at the time of Closing.
3. Transaction Costs
a. Seller's Costs. Seller will pay the Seller's attorney's fees and expenses.
b. Buyer's Costs. Buyer will pay the basic charge for the Title Policy; the costs to obtain the Survey; the
costs to obtain, deliver, and record all documents other than those to be obtained or recorded at Seller's
expense; the additional premium for the "survey/area and boundary deletion' in the Title Policy, if the
deletion is requested by Buyer, as well as the cost of any other endorsements or modifications of the
standard form of Title Policy requested by Buyer; the costs of work required by Buyer to have the Survey
reflect matters other than those required under this contract except changes required for curative purposes;
the costs to obtain financing of the Purchase Price, including the incremental premium costs of the loan
title policies and endorsements and deletions required by Buyer's lender; any other costs expressly required
to be paid by Buyer in this contract; and Buyer's attorney's fees and expenses; the costs to prepare the
deed; the costs to obtain, deliver, and record releases of any liens required to be released in connection
with the sale; the costs to record documents to cure Title Objections agreed or required to be cured by
Seller and to resolve matters shown in Schedule C of the Title Commitment; UCC Search, and certificates
or reports of ad valorem taxes; the costs to deliver copies of the instruments described in paragraph A.4.
and Seller's records.
c. Ad Valorem Taxes. Except for subsequent assessments for prior years due to changes in use or ownership
discussed below, ad valorem taxes on the Property for all periods before the period in which Closing occurs
must be paid by Seller at or before Closing. Ad valorem taxes for the Property for the calendar year of
Closing will be prorated between Buyer and Seller as of the Closing Date. Seller's portion of the prorated
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taxes will be paid to Buyer at Closing as a credit to the Purchase Price. Buyer assumes the obligation to
pay, and shall pay in full, such taxes for the year of Closing before delinquency. If the assessment for the
calendar year of Closing is not known at the Closing Date, the proration will be based on tax rates for the
previous tax year applied to the most current assessed value, and Buyer and Seller will adjust the prorations
in cash within thirty days after the actual assessment and taxes are known. Seller will promptly notify
Buyer of all notices of proposed or final tax valuations and assessments that Seller receives after the
Effective Date and after Closing. All taxes (including any penalties, interest, and attorney's fees) due as of
Closing will be paid at Closing. If the Property has been the subject of special valuation and reduced tax
assessments pursuant to the provisions of chapter 23, subchapter D, of the Texas Tax Code or under any
other provision of law with respect to any period before the Closing, and if additional taxes, penalties, or
interest are assessed pursuant to Code section 23.55 or under the other provision of law, the following will
apply:
i. if Seller changes the use of the Property before Closing, resulting in the assessment of additional taxes
for periods before Closing, Seller will pay the additional taxes.
ii. At Closing, the parties will determine the amount of deferred taxes payable if the sale of the Property
as herein contemplated were deemed as of the Closing Date to constitute a change in the use of the
Property that would result in the "roll -back" or recapture of deferred taxes for the current year and all
preceding tax years for which the "roll -back" or recapture could be imposed ("Potential Roll -Back
Amount"). Buyer will be responsible for payment of any Potential Roll -Back Amount. If a subsequent
change in the use of the Property results in a roll -back of deferred taxes, the Buyer shall pay the portion
of recaptured deferred taxes attributable to the period before the Closing, if any, and the portion of
deferred taxes attributable to the period from and after the closing, if any.
d. Income and Expenses. Except as provided in paragraph K.3.c. above, income and expenses pertaining to
operation of the Property will be prorated as of the Closing Date on an accrual basis and paid at Closing as
a credit or debit adjustment to the Purchase Price. Invoices that are received after Closing for operating
expenses incurred on or before the Closing Date and not adjusted at Closing will be prorated between the
parties as of the Closing Date, and Seller will pay its share within ten days after receipt of Buyer's notice
of the deficiency.
e. PostclosingAdjustments. If errors in the prorations made at Closing are identified within ninety days after
Closing, Seller and Buyer will make postclosing adjustments to correct the errors within fifteen days after
receipt of notice of the errors.
f. Brokers' Commissions. Buyer and Seller each indemnify and agree to defend and hold the other party
harmless from any loss, attorney's fees, and court and other costs arising out of a claim by any person or
entity claiming by, through, or under the indemnitor for a broker's or finder's fee or commission because
of this transaction or this contract, whether the claimant is disclosed to the indemnitee or not. At Closing,
each party will provide the other party with a release of broker's or appraiser's liens from all brokers or
appraisers for which each party was responsible.
4. Issuance of Title Policy. Seller will cause Title Company to issue the Title Policy to Buyer as soon as
practicable after Closing.
L. Default and Remedies
I. Seller's Default, Remedies before Closing, if Seller fails to perform any of its obligations under this contract
or if any of Seller's representations is not true and correct as of the Effective Date or on the Closing Date
("Seller's Default"), Buyer may elect any of the following as its sole and exclusive remedy before Closing:
a. Termination. Buyer, for any reason, or no reason, may terminate this contract by giving notice to Seller
on or before the Closing Date and Closing Time and have the Earnest Money, less $100 as described above,
returned to Buyer.
b. Specific Performance. Unless Seller's Default relates to the untruth or incorrectness of Seller's
representations for reasons not reasonably within Seller's control, Buyer may enforce specific performance
of Seller's obligations under this contract.
c. Actual Damages, If Seller conveys or encumbers any portion of the Property before Closing so that
Buyer's ability to enforce specific performance of Seller's obligations under this contract is precluded or
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impaired, Buyer will be entitled to seek recovery from Seller for the actual damages sustained by Buyer
by reason of Seller's Default, including attorney's fees and expenses and court costs.
2. Seller's Default; Remedies after Closing. If Seller's representations are not true and correct at Closing due to
circumstances reasonably within Seller's control and Buyer does not become aware of the untruth or
incorrectness of such representations until after Closing, Buyer will have all the rights and remedies available
at law or in equity. If Seller fails to perform any of its obligations under this contract that survive Closing,
Buyer will have all rights and remedies available at law or in equity unless otherwise provided by the Closing
Documents.
3. Buyer's Default; Remedies before Closing. If Buyer fails to perform any of its obligations under this contract
("Buyer's Default"), Seller may terminate this contract by giving notice to Buyer on or before Closing and have
the Earnest Money paid to Seller. The foregoing constitutes Seller's sole and exclusive remedy for a default by
Buyer before Closing.
4. Buyer's Default; Remedies after Closing. If Buyer fails to perform any of its obligations under this contract
that survive Closing, Seller will have all rights and remedies available at law or in equity unless otherwise
provided by the Closing Documents.
5. Non -Arbitration. 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.
6. Artorney's Fees. If either party retains an attorney to enforce this contract, the party prevailing in litigation is
entitled to recover reasonable attorney's fees and court and other costs.
M. Improvements
l . Inrproventents/bfrasenrctttre. Seller shall construct, or cause to be constructed, all necessary Improvements and
Infrastructure as required by Buyer. Said Improvements and Infrastructure being more particularly described
in the attached Exhibit E. Seller shall commence construction activities by 60 days following the Effective
Date. Seller shall not be responsible for construction of ingress/egress driveways to Buyer's future projects
constructed on the Land.
2. Site Plan. Prior to commencement of any construction activities, Seller shall submit to the City a detailed Site
Plan (herein so called), including the specific location and appearance of all permanent improvements which
have been, or are proposed to be constructed on the Land, including but not limited to, roadways and streets,
sidewalks and walkways, water lines, sewer lines, or any other utility lines. Seller shall submit a copy of the
Site Plan to the Buyer prior to commencement of any future construction activities.
The Site Plan is subject to review and approval by the Buyer. The Buyer may request changes, amendments or
corrections to the Site Plan. In the event the parties cannot mutually agree on such changes, such dispute may
be appealed to the City Council of the City of Lubbock. The City Council of the City of Lubbock may direct
whatever changes to the Site Plan it deems necessary or advisable. Except as stated otherwise, "Site Plan" as
used in this Agreement, shall mean and refer to the Site Plan, as approved as described herein.
3. Construction. Seller shall construct, or cause to be constructed, and locate upon the Land, all improvements as
depicted in the Site Plan, on or before 150 days following the Effective Date. Seller shall restore the Land to
the extent it has been affected the by above described construction, to its original condition, as is reasonably
practicable, and vacate the Land on or prior to termination of this Contract.
4. Approval of Construction. No construction of any kind or type shall be commenced unless plans, specifications
and the proposed location of such construction and/or location of the improvements have received the approval
of the Buyer. All construction activities shall be conducted and completed in compliance with all applicable
permits, ordinances, regulations and statutes now or hereinafter existing.
Real Estate Sales Contract — 806 Land Group to City of Lubbock Page 8 of 18
The Buyer shall have the right at all times to observe any and all activities described in this Section M.
5. Platting. Seller shall be responsible for preparing and recording final plat for Property. Buyer shall not issue
final payment until final plat is recorded. Buyer shall waive adjacent main fees for existing and future
improvements and infrastructure associated with the platting required herein.
6, Ownership. Any and all improvements constructed, placed, located and/or maintained on any part of the Land
by Seller or pursuant to the obligations and duties created herein during the term of this Contract shall be
considered part of the real property comprising the Land and shall become the property of the Buyer
immediately upon the location of such improvements on the surface of the Land.
Seller may, upon the termination of this Contract, and with the written approval of the Buyer, remove the
property not owned by the Buyer, as set forth by law or above herein. Notwithstanding the right of removal
granted herein, Seller shall repair any and all damage to any buildings or improvements on the Property
resulting from such removal. Any and all such items not removed by Seller on or before ten (10) days after the
termination of this Contract, shall, at the option of the Buyer, either (1) become the property of the Buyer; or
(2) be removed by the Buyer at Seller's sole cost and expense. In the event the Buyer shall elect to remove such
property, the Buyer shall owe no duty to protect such property, and shall in no event be liable to Seller for loss,
damage or destruction of same. The Buyer may dispose of any such property in any manner it desires in its sole
discretion and retain any proceeds received therefor.
N. Miscellaneous Provisions
Notices. Any notice required by or permitted under this contract must be in writing. Any notice required by
this contract will be deemed to be delivered (whether actually received or not) when deposited with the United
States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended
recipient at the address shown in this contract. Notice may also be given by regular mail, personal delivery,
courier delivery, facsimile transmission, or other commercially reasonable means and will be effective when
actually received, provided that (a) any notice received on a Saturday, Sunday, or holiday will be deemed to
have been received on the next day that is not a Saturday, Sunday, or holiday and (b) any notice received after
5:00 P.M. local time at the place of delivery on a day that is not a Saturday, Sunday, or holiday will be deemed
to have been received on the next day that is not a Saturday, Sunday, or holiday. Notice may not be given by
e-mail. Any address for notice may be changed by not less than ten days' prior written notice delivered as
provided herein. Copies of each notice must be given by one of these methods to the attorney of the party to
whom notice is given.
2. Entire Agreement, This contract, its exhibits, and any Closing Documents delivered at Closing are the entire
agreement of the parties concerning the sale of the Property by Seller to Buyer. There are no representations,
warranties, agreements, or promises pertaining to the Property or the sale of the Property by Seller to Buyer,
and Buyer is not relying on any statements or representations of Seller or any agent of Seller, that are not in
those documents.
3. Amendment, This contract may be amended only by an instrument in writing signed by the parties.
4. Prohibition ofAssignment. Neither party may assign this contract or any rights under it without the prior written
consent of the other party.
5. SurvivaL The provisions of this contract that expressly survive termination or Closing and other obligations of
this contract that cannot be performed before termination of this contract or before Closing survive termination
of this contract or Closing, and the legal doctrine of merger does not apply to these matters. If there is any
conflict between the Closing Documents and this contract, the Closing Documents control. The representations
made by the parties as of Closing survive Closing.
6. Choice of Law, Venue. THIS CONTRACT IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF TEXAS,
WITHOUT REGARD TO CHOICE -OF -LAW RULES OF ANY JURISDICTION. VENUE Is IN LUBBOCK COUNTY.
Real Estate Sales Contract — 806 Land Group to City of Lubbock Page 9 of 18
7. Waiver of Default. Default is not waived if the nondefaulting party fails to declare a default immediately or
delays taking any action with respect to the default.
8. No Third -Party Beneficiaries. There are no third -party beneficiaries of this contract.
9. Severability, If a provision in this contract is unenforceable for any reason, to the extent the unenforceability
does not destroy the basis of the bargain among the parties, the unenforceability does not affect any other
provision of this contract, and this contract is to be construed as if the unenforceable provision is not a part of
the contract.
10. Ambiguities Not to Be Construed against Party Who Drafted Contract. The rule of construction that
ambiguities in a document are construed against the party who drafted it does not apply in interpreting this
contract.
11. No Special Relationship. The parties' relationship is an ordinary commercial relationship, and the parties do
not intend to create the relationship of principal and agent, partners, joint venturers, or any other special
relationship.
12. Counterparts. If this contract is executed in multiple counterparts, all counterparts taken together constitute
this contract. Copies of signatures to this contract are effective as original signatures.
13. Delegation of Authority. Authority to take any actions that are to be, or may be, taken by Buyer under this
Contract, including without limitation, adjustment of the Closing Date, are hereby delegated by Buyer, pursuant
to action by the City Council of Lubbock, Texas, to W. Jarrett Atkinson, City Manager of Buyer, or his
designee.
14. Binding Effect. This contract binds, benefits, and may be enforced by the parties and their respective heirs,
successors, and permitted assigns.
\FOR: CITY KLIJBPOCK
Cw oK
Daniel M. Pope, Mayor
May 28, 2019
Date:
ATTEST:
w
Re ecc t
, City Secretary
FOR: 806 LAND G 110 P, LLC
By: (Signature, Title)
By: (Printed Name)
Date.:
Real Estate Sales Contract — 806 Land Group to City of Lubbock page 10 of 18
APPROVED AS TO CONTENT:
L/ttA�k=nson,City Manager
APPROVED AS TO FORM:
Ry ra e, Assistant City Attorney
Real Estate Sales Contract - 806 Land Group to City of Lubbock Page 11 of 18
Exhibit A
Description of the Land and Personal Property
The property described as a 3.12 acre tract of land out of an 11,31717 acre tract described in County Clerk File
Number (CCFN) 2018044829, Official Public Records of Lubbock County, Texas, and out of Section 7, Block JS,
Lubbock County, Texas, and the property being further described below (the "Land"), together with improvements
to the Land (the `Improvements"), and the personal property associated with the Land (the "Personal Property").
Real Estate Sales Contract — 806 Land Group to City of Lubbock Page 12 of 18
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Real Estate Sales Contract — 806 Land Group to City of Lubbock
Page 13 of 18
Exhibit B
Representations; Environmental Matters
A. Seller's Representations to Buyer
Seller represents to Buyer that the following are true and correct as of the Effective Date and will be true and correct
on the Closing Date.
1. Authority. Seller is a limited liability partnership, duly organized, validly existing, and in good standing under
the laws of the state of Texas with authority to perform its obligations under this contract. This contract is
binding on Seller. This contract is, and all documents required by this contract to be executed and delivered to
Buyer at Closing will be, duly authorized, executed, and delivered by Seller.
2. Litigation. Seller has not received written notice and has no actual knowledge of any litigation pending or
threatened against Seller that might adversely affect the Property or Seller's ability to perform its obligations
under this contract.
3. Violation of Laws. Seller has not received written notice and has no actual knowledge of violation of any law,
ordinance, regulation, or requirements affecting the Property or Seller's use of the Property.
4. Licenses, Permits, and Approvals. Seller has not received written notice and has no actual knowledge that any
license, permit, or approval necessary to use the Property in the manner in which it is currently being used has
expired or will not be renewed on expiration or that any material condition will be imposed to use or renew the
same.
S. Condemnation; Zoning; Land Use; Hazardous Materials. Seller has not received written notice and has no
actual knowledge of any condemnation, zoning, or land -use proceedings affecting the Property or any written
inquiries or notices by any governmental authority or third party with respect to condemnation or the presence
of hazardous materials affecting the Property.
6. No Other Obligation to Sell the Property or Restriction against Sale. Except for granting a security interest in
the Property, Seller has not obligated itself to sell all or any portion of the Property to any person other than
Buyer. Seller's performance of this contract will not cause a breach of any other agreement or obligation to
which Seller is a party or by which Seller or the Property is bound.
7. No Liens. On the Closing Date, the Property will be free and clear of all mechanic's and materialman's liens
and other liens and encumbrances of any nature not arising by, through, or under Buyer except the Permitted
Exceptions or liens to which Buyer has given its consent in writing, and no work or materials will have been
furnished to the Property by Seller that might give rise to mechanic's, materialman's, or other liens against the
Property other than work or materials to which Buyer has given its consent in writing.
8. Seller's Documents. The copies of Seller's documents provided by Seller to Buyer for Buyer's inspections will
be true, correct, and complete copies of the originals, or the copies of such documents in Seller's possession or
control. The Seller's documents provided by Seller to Buyer for Buyer's inspections that were prepared by or
under Seller's supervision and control will be true, correct, and complete in all material respects. Unless Seller
notifies Buyer at the time of delivery of any documents provided by Seller to Buyer that were not prepared by
or under Seller's supervision and control, Seller has no actual knowledge of any material respect in which such
Seller's documents are not true, correct, and complete.
9. No Other Representation. Except as stated above or in the notices, statements, and certificates set forth in
Exhibit D, Seller makes no representation with respect to the Property.
10. No Warranty. Except as set forth in this contract and in the Closing Documents, Seller has made no warranty
in connection with this transaction.
B. "As Is, Where Is"
THIS CONTRACT IS AN ARMS -LENGTH AGREEMENT BETWEEN THE PARTIES. THE PURCHASE PRICE WAS
BARGAINED ON THE BASIS OF AN "AS 1S, WHERE IS" TRANSACTION AND REFLECTS THE AGREEMENT OF THE
PARTIES THAT THERE ARE NO REPRESENTATIONS, DISCLOSURES, OR EXPRESS OR IMPLIED WARRANTIES, EXCEPT
THOSE IN THIS CONTRACT AND THE CLOSING DOCUMENTS.
Real Estate Sales Contract — 806 Land Group to City of Lubbock Page 14 of 18
BUYER IS NOT RELYING ON ANY REPRESENTATIONS, DISCLOSURES, OR EXPRESS OR IMPLIED WARRANTIES OTHER
THAN THOSE EXPRESSLY CONTAINED IN THIS CONTRACT AND THE CLOSING DOCUMENTS. BUYER IS NOT RELYING
ON ANY INFORMATION REGARDING THE PROPERTY PROVIDED BY ANY PERSON, OTHER THAN BUYER'S OWN
INSPECTION AND THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS CONTRACT AND THE CLOSING
DOCUMENTS.
The provisions of this section B regarding the Property will not be included in the deed.
C. Environmental Matters
AFTER CLOSING, BUYER RELEASES SELLER FROM LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE
PROPERTY, INCLUDING LIABILITY (1) UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION, AND LIABILITY ACT (CERCLA), THE RESOURCE CONSERVATION AND RECOVERY ACT
(RCRA), THE TEXAS SOLID WASTE DISPOSAL ACT, OR THE TEXAS WATER CODE; OR (2) ARISING AS THE RESULT
OF THEORIES OF PRODUCTS LIABILITY AND STRICT LIABILITY, OR UNDER NEW LAWS OR CHANGES TO EXISTING
LAWS ENACTED AFTER THE EFFECTIVE DATE THAT WOULD OTHERWISE IMPOSE ON SELLERS IN THIS TYPE OF
TRANSACTION NEW LIABILITIES FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY. THIS RELEASE
APPLIES EVEN WHEN THE ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY RESULT FROM SELLER'S OWN
NEGLIGENCE OR THE NEGLIGENCE OF SELLER'S REPRESENTATIVE.
The provisions of this section C regarding the Property will not be included in the deed.
D. Buyer's Representations to Seller
Buyer represents to Seller that the following are true and correct as of the Effective Date and will be true and correct
on the Closing Date. Buyer is a municipal corporation duly organized, validly existing, and in good standing under
the laws of the state of Texas with authority to perform its obligations under this contract. This contract is binding on
Buyer. This contract is, and all documents required by this contract to be executed and delivered to Seller at Closing
will be, duly authorized, executed, and delivered by Buyer.
Real Estate Sales Contract — 806 Land Group to City of Lubbock Page 15 of 18
Exhibit C
Seller's Records
To the extent that Seller has possession or control of the following items pertaining to the Property, Seller will deliver
or make the items or copies of them available to Buyer by the deadline stated in paragraph A.6.:
Governmental
governmental licenses, certificates, permits, and approvals
tax statements for the current year and the last five (5) years
notices of appraised value for the current year and the last five (5) years
records of any tax exemption, special use, or other valuation or exemption applicable to the Property
records of regulatory proceedings or violations (for example, condemnation, environmental)
Land
soil reports
environmental reports and other information regarding the environmental condition of the Property
water rights
engineering reports
prior surveys
site plans
Facilities
as -built plans, specifications, and mechanical drawings for improvements
warranty agreements
management, employment, labor, service, equipment, supply, and maintenance agreements
insurance policies
ADA and other building inspection reports
engineering reports
environmental reports
operating and maintenance plans (for example, asbestos maintenance plans)
life -safety plans
Leases
Leases
commission and leasing agent agreements
rent roll setting forth for each Lease:
tenant's name
square footage leased
date of expiration of current and renewal terms
renewal options
basic rent and formula for any additional rents
amount of additional rent paid during the last two (2) years
prepaid rent
delinquent rent
security deposit
current tenant or landlord defaults
options to purchase any portion of the Property
rights of first refusal to lease other space
rights to rent concessions, tenant improvements, or other allowances
unpaid or contingent brokerage commissions (including commission on renewals)
estoppel letters and/or subordination agreements
Licenses, Agreements, and Encumbrances
All licenses, agreements, and encumbrances (including all amendments and exhibits) affecting title to or use of the
Property that have not been recorded in the real property records of the county in which the Property is located
Real Estate Sales Contract — 806 Land Group to City of Lubbock Page 16 of 1$
Exhibit D
Notices, Statements, and Certificates
The notices, statements, and certificates (arranged by their application to particular transactions) that are listed below
are included in the sales contract:
1. Storage Tanks Disclostere Provider. Notice concerning underground storage tanks, described in section 334.9
of title 30 of the Texas Administrative Code.
2. Notice to Purchaser Regarding Restrictive Covenants. Notice of deed restrictions, described in section 212.155
of the Texas Local Government Code,
3. Certificates of Mold Remediation. Notice pursuant to section 1958.154 of the Texas Occupations Code, titled
"Certificate of Mold Remediation; Duty of Property Owner," requiring a property owner who sells property
that has been issued a certificate of mold remediation pursuant to this section to deliver copies to the purchaser
of each certificate of mold remediation issued for the property within the preceding five years.
Real Estate Sales Contract — 806 Land Group to City of Lubbock Page 17 of 18
Exhibit E
Improvements and Infrastructure
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Real Estate Sales Contract — 806 Land Group to City of Lubbock Page 18 of 18
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