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HomeMy WebLinkAboutResolution - 2009-R0013 - Contract Of Sale - Ishvarpemi Foundation - Land - 01_08_2009Resolution No. 2009-R0013 January 8, 2009 Item No. 5.18 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 between the City of Lubbock and Ishvarpemi Foundation for the purchase of a Tract of land located at the North/East corner of Avenue X & Marsha Sharp Freeway including Lots 8-12, Block One Hundred Twenty-four (124), Overton Addition to the City of Lubbock, Lubbock County, Texas, and a portion of unplatted property adjacent to the north line of said Lots 8-12. 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 Council. Passed by the City Council this 8th day of January, 2009. TOM MART , MAYOR ATTEST: Rebe a Garza, City Secretary APPR VED AS O CONTENT: Rob Al ison, As6stmiCCity Manager Development Services APPROVED AS TO FORM: Linda L. Chamales, Economic Development Attorney City Att / Linda: Res -Patel Contract Ave X December 23, 2008 Resolution No. 2009-R0013 CONTRACT OF SALE STATE OF TEXAS § COUNTY OF LUBBOCK § This Contract of Sale (the "Contract") is made this 8th day of January , 2009, effective as of the date of execution hereof by Buyer (the "Effective Date"), by and between Ishvarpemi Foundation (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 on Exhibit "A", attached hereto, and located in Lubbock County, Texas (the "Land"); and WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, the Land and all the rights appurtenant 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 five hundred fifty-one thousand and No/100 Dollars ($551,000.00) (the "Purchase Price"). 2.02 Independent Contract Consideration. Within five (5) calendar days after the Effective Date, as defined below, Buyer shall deliver to Seller a check, payable to Seller, in the amount of One Hundred and No/100 Dollars ($100.00)(the "Independent Contract Consideration"), which amount the parties hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of the Contract. The Independent Contract Consideration is in addition to, and independent of any other consideration or payment provided in this Contract, is non-refundable, and shall be retained by Seller notwithstanding any other provision of this Contract. 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 Lubbock Abstract and Title Company, 1216 Texas Avenue, Lubbock, Texas, 79401 (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 to be furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment") for the Property, issued by Title Company. The Title Commitment shall set forth the state of title to the Property, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights -of -way, encroachments, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to herein as an "Exception'). Buyer, at its cost, shall cause a title commitment to be issued for the "Surplus" land as further detailed in this agreement. (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 that create or evidence Exceptions, including those described in the Title Commitment as exceptions to which the conveyance will be subject and which are required to be released or cured at or prior to Closing. 3.02 Survey. Buyer has caused to be prepared a current on the ground survey of the Property (the "Survey"). Seller shall furnish any affidavits, certificates, assurances, and/or resolutions required by the Title Company in order to amend the survey exceptions as required by Section 3.05 below. 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. Seller, at its cost, shall cause a survey to be prepared for the "Surplus" land as further Contract of Sale Page 2 of 22 detailed in this agreement. 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 to one or more of the items ("Objections"), if any. All items set forth in the Schedule C of the Title Commitment, and all other items set forth in the Title Commitment which are required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be Objections without any action by Buyer. 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within twenty (20) calendar days after Seller is provided notice of Objections, either satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in writing of the Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or Exceptions that are liens or security interests or that have been voluntarily placed on or against the Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to cure within the allowed twenty (20) calendar day period, and if Buyer and Seller do not agree in writing to an extension of that period, then Buyer has the option of either: (1) waiving the unsatisfied Objections by, and only by, notice in writing to Seller within sixty (60) calendar days after the expiration of the Title Review Period, in which event those Objections shall become Permitted Exceptions (herein so called), 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. 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, on behalf of the City of Lubbock, Texas, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no other exceptions to title, with the standard printed exceptions amended or deleted as follows: (i) 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 borne solely by Seller, of any required additional premium); Contract of Sale Page 3 of 22 (h) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the Survey if it is a Permitted Exception); (III) no exception will be permitted for "rights of parties in possession"; (iv) no liens will be shown on Schedule B. Notwithstanding the enumeration of the following exceptions, amendments and/or deletions, Buyer may object to any Exception it deems material, in its sole discretion. ARTICLE IV FEASIBILITY REVIEW PERIOD 4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the Effective Date of this Contract and ending sixty (60) calendar days thereafter ( the "Absolute Review Period"), based on such tests, examinations, studies, investigations and inspections of the Property the Buyer deems necessary and desirable, including but not limited to studies or inspections to determine the existence of any environmental hazards or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for Buyer's purposes. Buyer is granted the right to conduct engineering and/or market and economic feasibility studies of the Property, and to conduct a physical inspection of the Property including inspections that invade the surface and subsurface of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable, for any reason, for Buyer's intended use or purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as reasonably practicable, but in any event prior to the expiration of the Absolute Review Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. ARTICLE V REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 5.01 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) The descriptive information concerning the Property set forth in this Contract is complete, accurate, true and correct. (b) There are no adverse or other parties in possession of the Property or any Contract of Sale Page 4 of 22 part thereof, and that no party has been granted any license, lease or other right related to the use or possession of any of the Property, or any part thereof. (c) The Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. (d) 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, and that all requisite actions necessary to authorize Seller to enter into this Contract and to carry out Seller's obligations hereunder have been, or by the Closing, will have been taken. (e) All utilities (including without limitation, water, gas, sanitary sewer, electricity, trash removal, and telephone service) required by law or necessary for operation of the Property as it is now being operated are available to the Property in sufficient quantities to adequately service the needs of the Property. (f) 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. (g) The Seller has disclosed to Buyer in writing of any and all facts and circumstances relating to the physical condition of the Property that may materially and adversely affect the Property and operation or intended operation thereof, or any portion thereof, of which Seller has knowledge. (h) The Seller has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due which are against or are related to the Property, or will be due as of the Closing, and the Property will be subject to no liens, other than liens for ad valorem taxes for years subsequent to Closing. (i) 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 finders fee or other fees payable to any other party with respect to the transactions contemplated in this Contract. 5.02 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: Contract of Sale Page 5 of 22 (i) Not enter into any written or oral contract or other agreement of any kind with respect to, or affecting, the Property that will not be fully performed on or before the Closing or would be binding on Buyer 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 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. (b) To indemnify and hold Buyer harmless 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. 5.03 Covenants and Agreements of Buyer. Buyer covenants and agrees with Seller as follows: (a) That Buyer, regardless of whether Buyer has assigned this Contract to an Assignee (as defined herein) shall install, at Buyer's expense, and in accordance with the North Overton Public Improvement Guidelines, the landscaping in the parkway along the West side of Lot 1, Block 133, Overton Addition to the City of Lubbock. Said landscaping shall be installed at the same time that Avenue X between the access road for the Marsha Sharp Freeway and Mac Davis Lane, is widened and reconstructed. (b) That Buyer, regardless of whether Buyer has assigned this Contract to an Assignee, shall transfer to Seller at Closing by Deed Without Warranty, that certain surplus property of the City of Lubbock, being described in Exhibit "C" and being further described as the South 16 feet of Lot 6, J.H. Dodson Subdivision of Block 3, Roberts & McWhorter Addition. 5.04 Survival Beyond Closing. The representations, warranties, covenants and agreements of Seller and Buyer contained in this Contract shall survive the Closing. Contract of Sale Page 6 of 22 ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this Contract unless, within the designated time periods, at Seller's sole cost and expense (except as herein expressly provided to the contrary), all of the following shall have occurred: (1) Seller has performed, furnished, or caused to be furnished to Buyer all items required to be so performed or furnished under other sections of this Contract; and (ii) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with Article III. 6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements. Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of Seller contained in this Contract are true and correct, as of the Closing Date, except where specific reference is made to another date. 6.03 Adverse Change. Buyer shall not be obligated to perform under this Contract, if on the date of Closing, any portion of the Property has been condemned, or is the subject of condemnation, eminent domain, or other material proceeding, or the Property, or any part thereof, has been materially or adversely impaired in any manner. 6.04 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying the waived condition precedent. 6.05 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of Buyer's obligations under this Contract have not been satisfied or waived by the Buyer, the Buyer may, by giving written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately returned to Buyer by the Title Company. The Seller shall, on written request from Buyer, promptly issue the instructions necessary to instruct the Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other. ARTICLE VII CLOSING Contract of Sale Page 7 of 22 7.01 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 (1) ten (10) days following the completion of all conditions precedent to Buyer's performance of this Contract as set forth in Article VI hereof, or (ii) as mutually agreed on by Seller and Bu_ver. 7.02 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; (ii) The Special Warranty Deed, substantially in the form as attached hereto as Exhibit `B", 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. (b) Buyer. At the Closing, Buyer shall deliver to Seller or the Title Company, the following items: (i) The sum required by Section 2.01, less the Earnest Money and interest earned thereon, in the form of personal certified or cashier's check or other readily available funds; (ii) The Special Warranty Deed for the surplus property described in Exhibit "C," substantially in the form as attached hereto as Exhibit "D," duly executed by Buyer and acknowledged. (ill) Other items reasonably requested by the title Company as administrative requirements for consummating the Closing. 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract, the provisions of this Section 7.03 shall survive the Closing. The following item shall be adjusted or prorated between Seller and Buyer with respect to the Property: (i) Ad valorem taxes relating to the Property for the calendar year in which the 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 the Closing shall occur is not known as of the Closing Date, the proration shall be based on the amount of taxes due and payable with Contract of Sale Page 8 of 22 respect to the Property for the preceding calendar year. 7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing. 7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in negotiating, 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 VIII DEFAULTS AND REMEDIES 8.01 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: (i) 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. (b) Buyer's remedies. If Seller is in default under this Contract, Buyer may, at Buyer's sole option, do any one or more of the following: (i) Terminate this Contract by written notice delivered to Seller in which event the Buyer shall be entitled to a return of the Earnest Money; (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Commitment; and (ill) Seek any other recourse or relief that may be available to Buyer by contract, law or equity, including bringing a suit for damages. It is expressly agreed and understood that the exercise of any right or Contract of Sale Page 9 of 22 JAN-6-2009 16:52 FROM:CITY OF LUBBOCK 9067753074 T0:9197223101041769 P.2 remedy by Buyer shall not preclude the concurrent or subsequent exercise of any other right or remedy and all rights and remedies shall be cumulative. (c) Return of Earnest Money Deposit. On the occurrence of any event deemed by Buyer to be a default by Seller under this Contract, in addition to the exercise of rights and remedies set forth in Section 8.01, the Earnest Money, together with the interest thereon, shall be immediately returned to the Buyer by the Title Company. 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. 8.02 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 7.02(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, following the expiration of five (5) calendar days after Buyer is in receipt of written notice of the default, Seller may terminate this Contract, retain the Earnest Money and bring an action for specific performance. ARTICLE IX 0 MISCELLANEOUS / I��/�� &r LL 9.01 Assignment of Contract. Seller agrees that Buyer may a gn this contract at any time at or prior to closing to I III Management Partners, 4I&., a Texas limited pa refs zip. Upon assignment, (i) the assignee of Buyer (the "Assignee") shall assume all obligations under this Contract, other than those obligations set forth in Section 5.03 j of this Contract (the "City Obligations") and the Buyer shall be relieved of all obligations under this Contract, other than the City Obligations whenever occurring; and (ii) Seller hereby releases Buyer from and against and for any such obligations, other than the City Obligations, 9.02 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) the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows; SELLER: Attn: Subodh Patel ISHV ARPEMI FOUNDATION Contract of Sale Page 10 of 22 ld_ Dave Booher, Right -of -Way Agent City of Lubbock P. O. Box 64310 Lubbock, Texas (806) 239-8009 Telecopy: (806)747-1585 subodhipatel@hotmail.com Copies to: Fnr CPller- Mahesh I. Patel 301 S. Central Expressway Richardson, Texas 75080 Tel : 972-643-1813 Telecopy: 972-231-014 mpatel@patellaw.net P. O. Box 2000 Lubbock, Texas 79457 (806) 775-2352 Telecopy: (806) 775-3074 For Bum City Attorney City of Lubbock P. O. Box 2000 Lubbock, TX 79457 (806) 775-2221 Telecopy: (806) 775-3307 9.02 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. 9.03 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. 9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective heirs, executors, administrators, successors and assigns. 9.05 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, Buyer may, at Buyer's option, do any of the following: (a) Terminate this Contract and withdraw from this transaction without cost, obligation or liability, in which case the Earnest Money shall be immediately returned to Buyer; or (b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be entitled to receive any proceeds paid for the Property. If Buyer makes this election, the Closing shall be held on the tenth (10) calendar day after election is made to close and receive the proceeds. Buyer shall have a period of ten (10) days after receipt of written notification from Seller on the final settlement of all condemnation proceedings in which to make Buyer's election. Contract of Sale Page 11 of 22 9.06 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 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. 9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 9.08 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. 9.09 Expiration of Offer. The execution of this Contract by Seller constitutes an offer to sell the Property. Unless by 5:00 p.m., on January 30, 2009, this Contract is accepted by Buyer, the offer of this Contract shall be automatically revoked and terminated. 9.10 Disclaimer of Warranties. EXCEPT AS SPECIFICALLY STATED HEREIN, THE PROPERTY SHALL BE CONVEYED AS IS, WHERE IS, AND WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, (EXCEPT AS TO TITLE), INCLUDING, BUT NOT LIMITED TO, ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES AS TO (i) THE CONDITION OF THE PROPERTY OR ANY ASPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES RELATED TO SUITABILITY FOR HABITATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE; (ii) THE SOIL CONDITIONS, DRAINAGE, TOPOGRAPHICAL FEATURES OR OTHER CONDITIONS OF THE PROPERTY OR WHICH AFFECT THE PROPERTY; (iii) ANY CONDITIONS WHICH AFFECT THE PROPERTY WITH RESPECT TO ANY PARTICULAR PURPOSE, USE, DEVELOPMENTAL POTENTIAL, OR OTHERWISE, (iv) THE AREA, SIZE, SHAPE, CONFIGURATION, LOCATION, CAPACITY, QUANTITY, QUALITY, CASH FLOW, EXPENSES, VALUE, CONDITION, COMPOSITION OR AMOUNT OF THE PROPERTY; (v) ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY; AND (vi) ANY GEOLOGICAL, METEOROLOGICAL, STRUCTURAL OR OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF HERETOFORE, NOW OR HEREAFTER AFFECTING IN ANY MANNER ANY OF THE PROPERTY. IN THE EVENT OF A CONFLICT BETWEEN THIS PARAGRAPH AND ANY OTHER TERMS OF THE CONTRACT, THIS PARAGRAPH SHALL Contract of Sale Page 12 of 22 CONTROL. THIS PROVISION SHALL SURVIVE THE CLOSING AND SHALL BE INCLUDED IN THE WARRANTY DEED FROM SELLER TO PURCHASER, SELLER: ISffVARPEMI FOUNDATION B :� . Y Name: S,,u3e�H ram. Title: Executed BUYER: CITY OF LUBBOCK TOM MARTIN, MAYOR Executed by Buyer on the 8th day of January 2009. ATTEST: Reb ccr Garza, City Secretary APPROVED AS TO CONTENT: Dave Booher, Right -of -Way Agent APPROVED AS TO CONTENT: Rob Alli n, Assistant City Manager Development Services Contract of Sale Page 13 of 22 APPROVED AS TO FORM: Linda L. Chamales, Economic Development Attorney I - %cityatvIJndaVontractoi5ale- Patel Ave X-Final December 17, 2008 Contract of Sale Page 14 of 22 HUGO REED ANDSASSOCIATES,OINC. 1601 Avenue N / Lubbock, Texas 79401 1808/783-5642 / FAx 808f763-3691 METES AND BOUNDS DESCRIPTION of Lots 8-12, Block 124, Overton Addition to the City of Lubbock, Lubbock County, Texas according to the map, plat, and/or dedication deed thereof recorded in Volume 18, Page 610, Deed Records of Lubbock County, Texas, and a portion of unplatted property adjacent to the North line of said lots 8-12, being further described as follows: BEGINNING at a point in the South right-of-way line of Marsha Sharp Freeway, which bears S. 89°59'51" E., a distance of 24.95 feet from the original Northwest corner of Lot 12, Block 124, Overton Addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded in Volume 18, Page 610, Deed Records of Lubbock County, Texas; THENCE S. 89°59'51" E., along the South right-of-way line of said Marsha Sharp Freeway, a distance of 225.42 feet to a 1/2" iron rod with cap found at the Northernmost Northwest corner of Tract 9, Overton Park, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded in County Clerks File Number 2006021039, Official Public Records of Lubbock County, Texas; THENCE S. 00°07'04" E„ along an East boundary line of said Tract 9, a distance of 93.53 feet to a 1/2" iron rod with cap found; THENCE N. 89052'12" W., along a North boundary line of said Tract 9, a distance of 250.38 feet to a 1/2" iron rod with cap found in the East right-of-way line of Avenue "X"; THENCE N. 00°06'52" W., along said East right-of-way line of Avenue "X", a distance of 67.97 feet to a point; THENCE N. 44°53'02" E., continuing along the East right-of-way line of said Avenue "X", a distance of 35.28 feet to the Point of Beginning. Contains: 0.529 Acres Bearings relative to HRA Lubbock County Coordinate System, derived from NAD 83, CORS 96, Epoch 2002.0000, August 27, 2008 Robert A. Christopher Registered Professional Land Surveyor No. 5167 Licensed State Land Surveyor State of Texas OF /,Qj�,''r,k S T.F ©BERT A. CHRISTOPHE 90 516-#04, 19A% Z ESS10.•,O. EXHIBIT A TO CONTRACT OF SALE Resolution No. 2009—ROO13 EXHIBIT "B" To Contract of Sale SPECIAL WARRANTY DEED STATE OF TEXAS § COUNTY OF LUBBOCK § KNOW ALL MEN BY THESE PRESENTS That Ishvarpemi Foundation, (herein called "Grantor"), for and in consideration of the sum of TEN AND NO/100 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, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Lubbock County, Texas described on Exhibit "A", attached hereto together with all the rights appurtenant to said real property (the "Property"). This conveyance is subject to the following; [Insert Permitted Exceptions] NOTWITHSTANDING ANYTHING IN THIS DEED TO THE CONTRARY, THE PROPERTY IS HEREBY CONVEYED AS IS, WHERE IS, AND WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL,(OTHER THAN THE WARRANTY OF TITLE CONTAINED IN THIS DEED), INCLUDING, BUT NOT LIMITED TO, ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES AS TO (i) THE CONDITION OF THE PROPERTY OR ANY ASPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES RELATED TO SUITABILITY FOR HABITATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE; (ii) THE SOIL CONDITIONS, DRAINAGE, TOPOGRAPHICAL FEATURES OR OTHER CONDITIONS OF THE PROPERTY OR WHICH AFFECT THE PROPERTY; (iii) ANY CONDITIONS WHICH AFFECT THE PROPERTY WITH RESPECT TO ANY PARTICULAR PURPOSE, USE, DEVELOPMENTAL POTENTIAL, OR OTHERWISE, (iv) THE AREA, SIZE, SHAPE, CONFIGURATION, LOCATION, CAPACITY, QUANTITY, QUALITY, CASH FLOW, EXPENSES, VALUE, CONDITION, COMPOSITION OR AMOUNT OF THE PROPERTY; (v) ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY; AND (vi) ANY GEOLOGICAL, Contract of Sale Page 16 of 22 METEOROLOGICAL, STRUCTURAL OR OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF HERETOFORE, NOW OR HEREAFTER AFFECTING IN ANY MANNER ANY OF THE PROPERTY. 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; and Grantor does hereby 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, when the claim is by, through, or under Grantor but not otherwise. EXECUTED the _ day of , 200_. Name: Title: THE STATE OF TEXAS § COUNTY OF LUBBOCK § This instrument was acknowledged before me on 2009 by , of , a Notary Public, State of Texas My commission expires: Contract of Sale Page 17 of 22 EXHIBIT "A" To Special Warranty Deed METES AND BOUNDS DESCRIPTION Contract of Sale Page 18 of 22 EXHIBIT "C" To Contract of Sale Lot Six (6), J. H. DODSON a Subdivision out of the North part of Block 3, Roberts and McWhorter Addition to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat, and/or Dedication Deed thereof recorded in Volume 143, Page 452, Deed Records of Lubbock County, Texas; SAVE & EXCEPT a tract conveyed to the State of Texas by instrument recorded in Volume 1354, Page 312, Deed Records of Lubbock County, Texas; refiled by instrument recorded in Volume 1357, Page 328, Deed Records of Lubbock County, Texas and being described by metes and bounds as follows: BEGINNING at a 3/8" iron rod set for the Northwest corner of Lot 6, Block 3, said point being 46 feet North of a 3/8" iron rod set for the Southwest corner of Lot 6: THENCE East along the North line of Lot 6, a distance of 135.0 feet, said line also being the existing South right-of-way line of Yd Street; THENCE South along the East line of Lot 6, a distance of 30.0 feet to a point in the proposed South right-of-way line of 3`d Street; THENCE West along the proposed right-of-way line a distance of 135 feet to a point in the West line of Lot 6; THENCE North a distance of 30 feet to the PLACE OF BEGINNING. Resolution No. 2009—ROO13 EXHIBIT "D" To Contract of Sale SPECIAL WARRANTY DEED That the City of Lubbock, a Texas Home Rule Municipal Corporation (herein called "Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the Ishvarpemi Foundation (herein called "Grantee"), P. 0. Box 2000, Lubbock, TX 79457, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Lubbock County, Texas described on Exhibit "A", attached hereto together with all the rights appurtenant to said real property (the "Property"). This conveyance is subject to the following: [Insert Permitted Exceptions] NOTWITHSTANDING ANYTHING IN THIS DEED TO THE CONTRARY, THE PROPERTY IS HEREBY CONVEYED AS IS, WHERE IS, AND WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL,(OTHER THAN THE WARRANTY OF TITLE CONTAINED IN THIS DEED), INCLUDING, BUT NOT LIMITED TO, ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES AS TO (i) THE CONDITION OF THE PROPERTY OR ANY ASPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES RELATED TO SUITABILITY FOR HABITATION, MERCHANTTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE; (ii) THE SOIL CONDITIONS, DRAINAGE, TOPOGRAPHICAL FEATURES OR OTHER CONDITIONS OF THE PROPERTY OR WHICH AFFECT THE PROPERTY; (iii) ANY CONDITIONS WHICH AFFECT THE PROPERTY WITH RESPECT TO ANY PARTICULAR PURPOSE, USE, DEVELOPMENTAL POTENTIAL, OR OTHERWISE, (iv) THE AREA, SIZE, SHAPE, CONFIGURATION, LOCATION, CAPACITY, QUANTITY, QUALITY, CASH FLOW, EXPENSES, VALUE, CONDITION, COMPOSITION OR AMOUNT OF THE PROPERTY; (v) ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY; AND (vi) ANY GEOLOGICAL, METEOROLOGICAL, STRUCTURAL OR OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF HERETOFORE, NOW OR HEREAFTER AFFECTING IN ANY MANNER ANY OF THE PROPERTY. 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; and Grantor does hereby bind Grantor and Grantor's successors and Contract of Sale Page 20 of 22 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, when the claim is by, through, or under Grantor but not otherwise. EXECUTED the day of , 200. GRANTOR: CITY OF LUBBOCK TOM MARTIN, MAYOR ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: Rob Allison, Assistant City Manager Development Services APPROVED AS TO FORM: Linda L. Chamales Economic Development Attorney THE STATE OF TEXAS § COUNTY OF LUBBOCK § This instrument was acknowledged before me on , 2009 by Tom Martin as Mayor of the City of Lubbock. Notary Public, State of Texas My commission expires: Contract of Sale Page 21 of 22 Resolution No. 2009—R0013 Surplus property description EXHIBIT "A" To Special Warranty Deed Contract of Sale Page 22 of 22