HomeMy WebLinkAboutResolution - 2023-R0352 - Contract 17451, LEDA Plant-AS-DNPS-003-1 LLC - 07/11/2023Resolution 2023-R0352
Item No. 6.3
July 11, 2023
RESOLUTION
WHEREAS, pursuant to Section 501.073 of the Texas Local Government Code the City
of Lubbock, as the corporation's authorizing unit, has the authority to approve all programs and
expenditures of the Lubbock Economic Development Alliance ("LEDA"); and
WHEREAS, the City Council fnds that it is in the best interest of the public to approve
the program or expenditure, as proposed to the City Council by LEDA, as set forth in Exhibit
"A" attached hereto and incorporated herein by reference; and
WHEREAS, the City Council further finds that it is in the best interest of the public to
enter into an agreement with LEDA and Plant-AS-DNPS-003-1 LLC ("Plant AS") that includes
provisions related to the provision of water by the City to Plant AS. NOW THEREFORE:
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the program or expenditure of the Lubbock Economic Development Alliance, in
the amount set forth in Exhibit "A" attached hereto and incorporated herein by
reference, to be provided to Plant-AS is hereby approved pursuant to Section 501.073 of
the Texas Local Government Code.
2. THAT the City Manager of the City of Lubbock is hereby authorized and directed to
execute for and on behalf of the City of Lubbock, Contract No. 17451, an economic
development performance agreement, by and among the City of Lubbock, LEDA, and
Plant-AS, and related documents. Said Agreement is attached hereto as Exhibit "B" and
incorporated in this resolution as if fully set forth herein and shall be included in the
minutes of the City Council.
Passed by the City Council on July 11, 2023
TRAY YN , YOR
A ST:
Co ney Paz, City Secret
APPROVED AS TO CONTENT:
D. u Koste ch, Chief i Officer
RES.LEDA Expenditure- Plant-AS-DNPS-003-1 LLC
6.29.23
Resolution 2023-R0352
RE 23-28
RESOLUTION APPROVING PLANT-AS-DNPS-003-1 LLC
THE STATE OF TEXAS
COUNTY OF LUBBOCK
At a regular meeting of the Board of Directors of LUBBOCK ECONOMIC DEVELOPMENT
ALLIANCE, INC., a Texas nonprofit corporation (LEDA), on Wednesday, June 28, 2023, held in conformity
with the bylaws, after due notice as therein provided, a quorum being present and acting, the following
resolution was unanimously adopted:
WHEREAS, LEDA presented to members of the Board the proposal of a possible Economic
Development Grant and Contract to Plant-AS-DNPS -03-1 LLC, a Delaware limited liability company (along
with its affiliates, subsidiaries, and designees, collectively hereafter referred to as"Recipient".
A. Recipient is preparing a new project which shall include new construction in multiple
phases on the Roberts Family Trust Property in Lubbock, Texas, (NAICS 1 l 1419) and on the
Cazlton North Property. Its business project is anticipated to result in 936 new Primary Jobs
for the City of Lubbock with a Target Annual Compensation of $45,096,216.00, in the
aggregate, or a total of $225,481,080.00 over five years. It is anticipated that the full anticipated
employment will not be reached until yeaz eleven. As used in this Agreement, the term
"Project" shall mean the construction and operation in multiple phases of facilities on the
Property. Total capital investment with respect to the Project is estimated to be
$674,303,318.00.
WHEREAS, LEDA desires for the Company to build and operate a Controlled Environment
Agriculture Distributed Network Production Site on the property known as Roberts Family Trust Property
(as defined in Section 4.I.) and on the Carlton North Property (as defined in Section 4.J., and, together with
the Roberts Family Trust Property, the "Property") located in Lubbock, Texas;
WHEREAS, Recipient would not have entered into this Agreement or the Purchase and Sale
Agreement (as defined herein) but for the contributions to be made by LEDA, including, without limitation,
the conveyance of the Property and the provision of the other benefits and incentives to be provided
hereunder, and such contributions have induced Recipient to enter into this Agreement;
WHEREAS, the Recipient will require a certain amount of water in order to perform the Project;
WHEREAS, Recipient agrees to connect to the water line at 4�' Street entrance of the Roberts Family
Trust Property and to the water line at the NW corner of the Roberts Family Trust Property to create the
looped system required by the City.
WHEREAS, Recipient agrees to connect to the sewer line at the 4�' street entrance of the Robert's
Family Trust Property.
WHEREAS, the Recipient understands and acknowledges that City is only able to provide the
quantity of water as set forth in the Agreement for the Project in order to ensure that the City's water supply
remains adequate to provide water to all citizens of the City of Lubbock; and WHEREAS, Recipient and the
City may negotiate and enter into an additional agreement or agreements for the City to provide Recipient
additional amounts of water a sufficient amount of time in advance of Recipient commencing additional
phases of the Project where such additional phases aze anticipated to cause Recipient's water requirements
to exceed the amount of water agreed upon and committed to be provided herein;
LEDA shall convey to Recipient fee simple title in and to the Property, subject to those items reflected
on the title policy to be provided pursuant to the terms of the Purchase and Sale Agreement, which
conveyance includes, for the purpose of clarity, a11 of LEDA's right, title, and interest in all groundwater,
groundwater rights, and other water rights associated with and relating to the Property and any mineral rights
or other rights relating to the Property to the extent LEDA has any such rights, which Property is comprised
of both the Roberts Family Trust Properiy and the Carlton North Property, subject to the following
conditions:
(1) Roberts Family Trust Property (a) LEDA shall convey approximately 299 acres of
land. The value of the Roberts Family Trust Property at the time of conveyance from LEDA
to Recipient is stipulated to be $2,990,000 ($10,000/per acre) of land. It is acknowledged and
agreed that the fair market value of the land, $2,990,000, shall not be required to be paid by
Recipient.
(2) Carlton North Property (a) LEDA shall convey approximately 397 acres of land,
also known as the Carlton North Property. The value of the Cazlton North Properiy at the
time of conveyance from LEDA to Recipient is stipulated to be $3,970,000 ($10,000/per
acre) of land. It is acknowledged and agreed that the fair market value of the land,
$3,970,000, shall not be required to be paid by the
Upon Motion by Director, Mr. James Conwright, and Seconded by director, Mr. Walter Cathey,
and unanimously approved by all directors.
IT WAS RESOLVED that LEDA offer and, if accepted by Recipient, enter into an Economic Grant
and Contract with Plant-AS-DNPS-003-1 LLC. This Economic Development Grant and Contract will be on
the normal terms and conditions of such Economic Development Grant and Contract offered by LEDA to
existing businesses and business prospects and authorize the CEO to enter into and negotiate Performance
agreement.
!O SBORNE, PRESIDENT & CEO
LiN A DAVIS. SECRfi7'ARY
LEDA Project 176
Plant-Agricultural Systems
Presented to City Council
Plant Agricultural Systems (Plant-As) is an infrastructure service provider for food systems. The company
develops and operates sustainable, industrial production sites for fruits and vegetables. Plant's products represent
the evolution of the fresh produce supply chain and the power of data to address consumer considerations such
as food safety, quality, and access. Plant is developing production operations across multiple U.S and
International Markets, including a planned footprint build-out of 3,000+ acres of Advanced CEA facilities.
Plant's bolstered by a proprietary B2B2BC blockchain-based data platform developed in partnership with IBM.
Plant-Ag will spend $674 million building their new 13 greenhouse facility and create 986 jobs with an average
$48,000 salary annually.
According to Impact Data Source's projections, "The Project's operations will support employment and other
economic impacts in the community. The 936 workers directly employed by the Project will earn approximately
$53,000 per year on average over the next 10 years. This direct activity will support indirect and induced workers
in the community earning $119,000 on average over the next 10 years. The total additional payroll or workers'
earnings associated with the Project is estimated to be approximately $491.7 million over the next 10 years.
Accounting for various taxable sales and purchases, including activity associated with the Project, worker
spending, and visitors' spending in the community, the Project is estimated to support approximately $297.5
million in taxable sales over the next 10 years."
*Earnings impact includes all salaries/wages, benefits, and other compensation to employees. Value added
impact (change in Lubbock County's Gross Regional Product) includes earnings, taxes, and profits that the
company has added to its inputs and is equivalent to revenue less outside purchases (of materials and services).
This represents the wealth created and is also called value-added output, or productivity.
** The Present Value of Net Benefits is a way of expressing in today's dollazs, dollars to be paid or received in
the future. Today's dollaz and a dollar to be received or paid at differing times in the future are not comparable
because of the time value of money. The time value of money is the interest rate or each taxing entiTy's discount
rate.
This analysis was conducted using Total ImpactTM, a model by Impact Data Source. The analysis was performed
using company data, rates and information provided to Lubbock Economic Development Alliance. In addition,
the model uses certain estimates and assumptions common for this type of analysis and based on data collected
for Lubbock County. Using this data, the impact from the facility and the costs and benefits for relevant taxing
districts were calculated using multipliers provided by Economic Modeling Specialists Inc.
STATE OF TEXAS
COUNTY OF LUBBOCK
PERFORMANCE AGREEMENT
This Pcrformancc Agrccmcnt (thc "Agrccmcnt") is made cffcctive on Junc 28, 2023 (thc
"Effective Datc") by and among LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.,
a Tcxas nonprofit corporation (hercinafter rcferrcd to as "LEDA"), thc CTTY OF LUBBOCK,
TEXAS, a Tcxas home rule municipality (hcrcinaftcr refcrrcd as "City"), and PLANT-AS-DNPS-
003-1 LLC, a Delaware limited liability company (along with its affiliates, subsidiaries, and
designees, collcctivcly hereinafter referred to as "Rccipicnt"), by and through thcir duly authorized
officcrs and affiliatc organizations undcr thc tcrms and conditions that follow.
WHEREAS, LEDA is an Industrial Development Corporation created by the City under
thc Act (as dcfincd herein) for all purposes sct forth therein;
WHEREAS, Recipicnt is an infrastructure service provider delivering both the physical
and digital infrastructurc ncccssary to support localized fresh produce demand in all regions of thc
world;
WHEREAS, LEDA desires for the Company to build and operate a Controlled
Environment Agriculture Distributed Network Production Sitc on the property known �s Robcrts
Family Trust Property (as dcfined in Section 4.I.) and on thc Carlton North Property (as dcfined
in Section 4.J., and, together with the Roberts Family Trust Property, the "Property") located in
Lubbock, Texas;
WHEREAS, it is of vital importance to Recipient and the successful operation of the
Controlled Environment Agriculture Distributed Network Production Site for Recipient to have
and enjoy the rights in and to free, continuous, and unencumbered access to and use of sufficient
groundwatcr and other watcr sources that Recipicnt desires for its purposes, in thc form, quality,
and amounts that it determines in cooperation with LEDA and the City, for Recipient's use of the
Property as contcmplatcd hcrcin and/or by thc parties hereto;
WHEREAS, Recipient would not havc cntered into this Agrccment or thc Purchase and
Sale Agrecment (as dcfincd hcrcin) but for the contributions to be made by LEDA, including,
without limitation, thc convcyancc of thc Property and thc provision of thc othcr benefits and
incentives to bc providcd hercundcr, and such contributions have induced Recipient to enter into
this Agreemcnt;
WHEREAS, thc Rccipicnt will rcquirc a ccrtain amount of watcr in ordcr to perform thc
Project;
WHEREAS, thc Rccipicnt undcrstands and acknowlcdgcs that City is only ablc to provide
thc quantity of watcr as set forth in thc Agrccment for the Project in order to cnsure that the City's
Page 1 of 23 PLANTR'�'���� LEDA CI
watcr supply rcmains adequatc to providc water to all citizens of the City of Lubbock; and
WHEREAS, Recipient and the City may negotiatc and enter into an additional agreement
or agreements for the City to provide Recipient additional amounts of water a sufficicnt amount
of time in advance of Recipient commcncing additional phascs of the Projcct where such additional
phases are anticipated to cause Recipient's water requirements to exceed the amount of water
agrecd upon and committcd to bc providcd hcrcin;
WHEREAS, LEDA is authorized to enter into and perform its obligations arising undcr
this Agrecmcnt with Rccipicnt in accordance with the laws of the Statc of Texas;
NOW THEREFORE, in consideration of the mutual covenants and premises contained
herein and for ather good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, thc partics hereby agree as follows:
1. Aoplicabte Law: It is undcrstood by and bctwccn thc partics that the term "Act," as used
hcrcin, is intendcd to mcan thc Dcvclopmcnt Corporation Act of 1979, as amcnded. (Sec 501.001
e� sey, Local Government Code, formerly Sec 5190.6, VACS.) The parties hereto covenant and
agree to comply with the terms of the Act applicable to this Agrccment.
2. Parties•
A. LEDA, a Texas non-profit corporation as wclt as a tax exempt SO l(c� entity, was
crcatcd by thc City as an Industrial Devclopmcnt Corporation undcr thc Act for thc
purposc of crcating and retaining pasitions and cncouraging ncw businesscs to bc
established in Lubbock, Texas, to stimulate business and commercial activities, as
wcl) as all othcr purposcs allowed by thc Act.
B. Gity, a Tcxas homc rulc municipality created and authorized to operatc a watcr
utility pursuant to Art. XI, Section 5 of the Texas Constitution. thc laws of thc Statc
of Texas, the City's Charter and thc City's Codc of Ordinances.
C. Rccipient is preparing a new project which shall include new construction in
multiplc phascs on thc Roberts Family Trust Property in Lubbock, Tcxas,
(NAICS 1 I 1419) and on thc Carlton Norih Property. Its busincss projcct is
anticipatcd to result in 936 new Primary Jobs for thc City of Lubbock with a Targct
Annual Compcnsation of $45,096,216.00, in the aggrcgatc, or a total of
$225,481,080.00 ovcr fivc ycars. It is anticipatcd that thc full anticipatcd
cmployment will not be rcached until year eleven. As used in this Agrccmcnt, thc
term "Project" shall mean the construction and operation in multiple phases of
facilitics on thc Property. Total capital investmcnt with respcct to thc Projcct is
cstimatcd to bc $674,303,318.00.
D. Rccipient is a fureign (Dclawarc) limitcd liability company authorizcd to do business
in Tcxas.
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Page 2 of 23 PLANT � LEO CI
3. Puroose: The purpose for this Agreement is to formalize the agreements between LEDA,
the City, and Recipient for the payment of certain costs associated with Recipient's Project and
specifically state the covenants, representations of the parties, and the incentives associated with
Recipient's commitment to abide by the provisions of the Act and to abide by the terms of this
Agreement which has been approved by the Board of Directors of LEDA as complying with the
specific requirements of the Act. lt is expressly agreed that this Agreement constitutes a single
transaction. A failure to perform any obligation by Recipient, if remaining uncured atter written
notice thereof, may constitute a breach of the entire Agreement and tercninate any further
commitments by LEDA and/or the City.
4. Definitions:
A. The "Act" shall refer to the Development Corporation Act of 1979, as amended, as
Sec 501.001 et sc�y, Local Government Code, formerly Sec 5190.6, VACS.
B. "LEDA" shall refer to Lubbock Economic Development Alliance, Inc., a Texas
non-profit corporation, created by the City as an "lndustrial Development
Corporation," pursuant to the Act.
C. "Recipient" shall refer to PLANT-AS-DNPS-003-1 LLC, a Delaware limited
liability company authorized to do business in Texas, along with its affiliates,
subsidiaries, and designees, and the Recipient party to this Agreement.
D. "C�" shall refer to the City of Lubbock, Texas, a Texas home rule municipality.
E. "Project„ shall mean the project on the Property identified in Paragraph 2C, above.
F. "Recipient Request" may include the identification of the cost of the project by
Recipient to the facility or other purpose within Section 2(4) of the Act.
G. "Measurement Datc" shall mean sixty (60) months following the Closing Date.
H. "Term", as used herein, shall begin on the Effective Date of this Agreement, and
terminate sixty (60) months following the Closing Date, unless earlier breached by
Recipient's failure to perform. For the purpose of clarity, this defined term, as used
in this Agreement, shall not, in any way, be deemed to include, be related to, affect,
ar apply to the duration during which the City's agreement with Recipient shall
remain active with respect to the provision of water as set forth in this Agreement.
I. "Roberts Family Trust Propertv" is defined as approximately 299 acres of land as
identified in Exhibit A to the Purchase and Sule Agreement, along with all of
LEDA's right, title, and interest in groundwater and groundwater rights associated
with and relating to such land.
J. "Carlton North Propertv" is defined as approximately 397 acres of land as identified
in Exhibit B to the Purchase and Sale Agreement, along with all of LEDA's right,
title, and interest in groundwater and groundwater rights associated w' and
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Page 3 of 23 PLANT ■ LEDA CI
relating to such land.
5.
Page 4 of 23
K. "Closing Date" is defined as the date upon which the conveyance of the Roberts
Family Trust Property and Carlton North Property, from LEDA to the Recipient,
occurs.
L. "Pavback Provisions" shall mean the payments set forth in Paragraph 11 of this
Agreement and reversion of the Roberts Family Trust Property and/or the Carlton
North Property as set forth in Paragraph 1 l of this Agreement.
M. "LaYoff' is defined as an event, due to adverse or changing business conditions,
that results in the loss of employment and shall exclude loss of employment due to
casualty at the Project if Recipient chooses to rebuild the Project. Employees
meeting this definition shall have lost their jobs through no fault of their own.
N. "Purchase and Sale Agreement" is defined as the Purchase and Sale Agreement
entered into by the parties hereto with respect to conveyance of the Roberts Family
Trust Property and the Carlton North Property in connection with the parties
entering into this Agreement, which Purchase and Sale Agreement shall be in the
form attached hereto as Exhibit A.
Rearesentations of Recinient:
Recipient represents that it will utilize the incentive �rovided towards costs
involved and associated with the Project.
Recipient represents that it is authorized to do business in Texas and has
authorization to enter into this Agreement on its beha(f.
Recipient represents that it has sought from LEDA economic assistance pursuing
Recipient's Project.
A.
B.
C.
D. Recipient represents that it has conferred with attorneys of its own choosing and is
fully knowledgeable of thc terms of the Act and understands the reporting
requirements of the Act, as wcll as all conditions precedent and subsequent as
required to be eligible for the incentives offered by LEDA, including the Payback
Provisions.
E. Recipient understands and agrees that any variations as to any term of this
A��reement or any terms or conditions of the incentives as stated must be mutually
agreed to in written supplements or addenda since no oral agreements, amendments,
or representations will be binding on either party.
F. Recipient agrees to rcasonably participate in any LEDA sponsored wage and
benefit surveys, as well as any marketing materials that focus on economic
development for the City of Lubbock.
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PLANT �
LEDA CI
G. Recipient agrees to either obtain financing with respect to or that is collateralized
by the Property or any portion thereof or begin construction at the Roberts Family
Trust Properly within 12 months following the Closing Date, as such
commencement of consrivction would be verified by providing documentation of
proof of construction on the Project or a copy of their Notice to Proceed to LEDA,
subject to extension for force majeure and, provided Recipient shall have made
timely application for permits, subject to extension for delays in (i) issuance of
governmental approvals required for construction of the Project, (ii) any
subdivision and/or re-platting necessary for the construction of the Project.
6.
H. Recipient agrees to a capital investment in an amount estimated to be $674,303,318
into the Project, as supported by information from Recipient which may be verified
by LEDA's designated third party accounting representative.
I. Recipient agrees to connect to the water line at the 4�h street entrance of the Roberts
Family Trust Property and to the water line at the NW corner of the Roberts Family
Trust Properry to create the looped system required by the City.
J.
K.
L.
Recipient agrees to connect to the sewer line at the 4'h street entrance of the Roberts
Family Trust Property.
Recipient agrees to provide building plans, construction specs, and proof of
construction contracts for the Project in connection with construction of the Project.
Recipient agrees not to grow cannabis or any illegal substances on the Project.
M. Recipient agrees to allow any agricultural crops to remain in place for the remainder
of the 2023 crop year. Crop proceeds from the 2023 crop year will be paid per the
lease terms between LEDA and the tenants on the Property.
Representations bv LEDA:
A. LEDA represents that it is established as an Industrial Development Corporation
under the Act, validly existing under the laws of the State of Texas, and further
represents that the costs applied toward Recipient's Project as stated in this
Agreement have been found by the Board of Directors of LEDA, sittinb as fact
finders, and the Board of Directors of LEDA has determined the Project, to be in
compliance with the requirements and purposes of the Act, the provisions of
LEDA's charter, as well as for the benefit of the City of Lubbock, Lubbock County,
Texas, and trade area.
B. LEUA represents that it has authority to enter into this Agreement and the Purchase
and Sale Agreement. LEDA understands and agrees that any variation in terms of
this Agreement or the incentives offered to Recipient or commitment by Recipient
will only be binding if mutually agreed to in writing.
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Page 5 of 23 PLANT �_ _,� �
� � /1
.
► _:
C. LEDA represents, warrants, and covenants to Recipient that to its actual knowledge
(1) there is no activity, condition, situation, or circumstance on, with respect to, or
affecting LEDA or the Property that may prevent, reshtict, impede, inhibit, impair,
negatively affect, or delay in any way (i) the transactions contemplated herein ar in
the Purchase and Sale Agreement, or (ii) Recipient or any of its successors or assigns
or use of the Property by Recipient or any of its successors or assigns for the
development and operation of advanced greenhouse faciliries or any other lawful use,
including, without limitation, in either case, pending, threatened, potential, or actual
legal proceedings, contractual rights, limitations, obligations (except the short-term
lease relating to crops currently grown on the Property, for which LEDA has
provided Recipient with all information and documents related thereto), special
assessments, exploitation of mineral or other rights, violations of environmental or
other laws, claims, liens, dangers, hazards, or encumbrances except those items
reflected on the title policy to be provided pursuant to the terms of the Purchase and
Sale Agreement, and (2) LEDA has and maintains fee simple title in and to the
Property with such Property and title not encumbered by any lien or encumbrance
except those items reflected on the title policy to be provided pursuant to the terms of
the Purchase and Sale Agreement.
D. LEDA represents, warrants, and covenants that it will, without cast or,expense to
Recipient, bring, or cause to be brought, water to the Roberts Family Trust Property
entrance on 4'h Street and to the NW corner of the Roberts Family Trust Property,
which is adjacent to the Carlton North Property, each via permanently installed
underground infrastructure and pipes in accordance with the plans reasonably
approved by Recipient, which approval shall not be unreasonably withheld,
conditioned, or delayed.
E. LEDA represents, warrants, and covenants that it will bring, or cause to be brought,
a force main sewer line to the Roberts Family Trust Property entrance on 4'h Street.
The sewer line profile and flow line elevation shall be constructed in accordance
with plans reasonably approved by Recipient, which approval shall not be
unreasonably withheld, conditioned, or delayed.
The representations and warranties contained herein and in the Purchase and Sale
Agreement shall survive the consummation of the conveyance of the Property and
shall not merge therein.
7.
Conveyance of Real Proaertv; AddiNonal Contributions: Water Ri�hts:
A. LEDA shall convey to Recipient fee simple title in and to the Property, subject to those
items reflected on the title policy to be provided pursuant to the tenns of the Purchase
and Sale Agreement, which conveyance includes, for the purpose of clarity, all of
LEDA's right, title, and interest in al( groundwater, groundwater rights, and other water
rights associated with and relating to the Property and any mineral rights or other rights
relating to the Property to the extent LEDA has any such rights, which Properly is
Page 6 of 23
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PLANT i
LEDA CI
comprised of both the Roberts Family Trust Property and the Carlton North
Property, subject to the following conditions:
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Page 7 of 23
Roberts Family Trust Property
��)
(a) LEDA shall convey approximately 299 acres of land, also known as
the Roberts Family Trust Property, as identified by Special
Warranty Deed attached as Exhibit B and pursuant to the tenns and
conditions as set forth in the Purchase and Sale Agreement attached
as Exhibit A. Such conveyance shall take place at closing on or
bcfore . The obligation and rights of Recipient under this
Agreement shall be conditioned upon the parties closing on the
transfer under the Purchase and Sale Agreement.
(b) The value of the Roberts Family Trust Property at the time of
conveyance from LEDA to Recipient is stipulated to be $2,990,000
($10,0001per acre) of land. It is acknowledged and agreed that the
fair market value of the land, $2,990,000, shall not be required to be
paid by Recipient except for the Payback Provisions set forth in
Paragraph 11 of this Agreement.
Carlton North Property
(2)
(a) LEDA shall convey approximately 397 acres of land, also known As
the Carlton North Property, as identified by Special Warranty Deed
attached as Exhibit C and pursuant to the terms and conditions as set
forth in the Purchase and Sale Agreement attached as Exhibit A.
simultaneously upon the closing of the Roberts Family Trust
Property. The obligation and rights of Recipient under this
Agreement shall be conditioned upon the parties closing on the
transfer under the Purchase and Salc Agreement.
(b) The value of the Carlton North Property at the time of conveyance
from LEDA to Recipient is stipulated to be $3,970,000 ($10,0001per
acre) of land. It is acknowledged and agreed that the fair market
value of the land, $3,970,000, shall not be required to be paid by the
Recipient except for the Payback Provisions set forth in Section 11
of this Agreement.
Additional Contributions.
(1) LEDA will advocate for and use its best efforts to assist in the City's
annexation of the Property and provision of easements for utilities required
and/or desired by Recipient for and in connection with the Property and any
and all uses of the Property desired by Recipient in connection therewith
and will advocate for the City's assistance and cooperation with respect to
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PLANT �
LEDA CI
clearing easements of record as well as those not of record in order to
prevent any third party from making a claim (and/or if a claim has been
made or is made, from maintaining or prevailing upon any such claim) with
respect to any improvements made or to be made upon the Property
encroaching upon any easements or other rights held or maintained, or
claimed to be held or maintained, by any third party, including, without
limitation, with respect to an active �as line easement that may be held by
or otherwise connected with Oneok and/or BP, an inactive crude oil
easement that may be held by or otherwise connected with Centurion, any
other gas line, electric line, or otherwise. LEDA will advocate for the City's
assistance and cooperation with Recipient in any efforts to obtain the benefit
of, execute, and/or file any encroachment agreements or similar agreements,
documents, or instruments, and/or resolve any title issues, exceptions, or
claims, including, without limitation, with respect to active pipeline
easements, power lines, and/or removal of power lines.
s
(2) LEDA will advocate for and use its best efforts to assist in the City's
approvai of the Property far zoning for Recipient's uses including for
commercial greenhouse and ancillary operations, including distribution,
packing, and other related activities, via a commercial planned
development, based on the site plans provided by or on behalf of Recipient,
including those that provide additional detail and, specifically, any final site
plans, and subject to planning and zoning commission requirements.
(3) LEDA will advocate for and use its best efforts to assist in Recipient's
efforts to expedite all permitting, application, incentive, and approval
processes related to the Property.
(4) LEDA will support and work with the Texas Workforce Commission with
respect to workforce development with Recipient. LEDA will make
commercially reasonable efforts to connect Recipient with other agencies
and organizations that may support Recipient's workforce development.
Water Ribhts:
(1) In connection with the conveyance of the Property, LEDA will convey to
Recipient fee simple title in and to all of LEDA's right, title, and interest in
broundwater, groundwater rights, and other water rights associated with and
relating to the Property, subject to those items reflected on the title policy to
be provided pursuant to thc terms of the Purchase and Sale Agreement.
(2) The parties agree and acknowledge that any water meter that supplies
potable water from the City's wuter utility shall be located inside the City's
jurisdictional limits and the use of any such potable water supplied by the
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Page 8 of 23 PLANT i LEDA C
City shall only be within the City's jurisdictional limits.
(3) The City shall make available to Recipient up to 600,000 gallons of water
per day at the point of delivery. The parties agree and acknowledge that
any water meter that supplies potable water from the City's water utility
shall be located inside the City's jurisdictional limits and the use of any such
potable water supplied by the City shall only be within the City's
jurisdictional limits. Recipient agrees and acknowledges that the City shall
only be obligated to make available to Recipient, and Recipient shall only
utilize, the amount of water stated herein; provided, however, (a) Recipient
may request additional amounts of water in excess of 600,000 gallons per
day, (b) the provision af any additionat amounts of water in excess of
600,000 gallons per day shall be at the sole discretion of the City, and (c)
the City may rescind any decision to provide such additional amounts of
water in excess of 600,000 gallons per day at any time and at its sole
discretion. The City shall only be obligated to provide up to 600,000 gallons
of water per day in accordance with this Paragraph if Recipient commences
construction on the Project. Notwithstanding any other terms contained in
this Agreement with respect to duration of this Agreement generally or
duration of any other terms contained herein, the City and Recipient agree
that the terms of the City providing water to Recipient as set forth in this
Agreement shall be effective as of the Effective Date and shall continue
until the date that is twenty-five (25) years following the Closing Date.
(4) The City shail approve, at its sole discretion, the size, placement, and tatal
number of water meters utilized for the Project. Recipient may reyuest
additional water meters from the City, which the Ciry may provide at its
sole discretion. ln addition, if the City provides any additional water meters,
it may reclaim such additional water meters at any time at the City's sole
discretion. Notwithstanding the foregoing, the City shall use its best efforts
to avoid the reduction or limitation of the amount of water capacity or
service to the Recipient which limits or reduces Recipient's capacity of
production or operations when possible. However, the City may reduce said
amount of water capacity or service in certain conditions, includin�;, but not
limited to the following: water line breaks, system-wide interruptions, the
occurrence of triggering criteria specified in section 22.08.078 of the City's
Code of Ordinances regarding the plan for stage 4- emergency water
shortage conditions, and other unforeseen events or acts of God that
interrupt or othenvise reduce the production or capacity of the City's water
supply. In such cases of water shortage conditions, the Ciry may allocate
its water supplies in a fair manner among all customers, in accordance with
section 22.08.082 of the City's Code of Ordinances and state laws and
re�ulations. The City will make rcasonable cfforts whcn possiblc to notify
Recipient priur to the occurrence of such reduction of said amount of water
capacity or service. ln the event the City must implement its Water
Conservation and/or Drought Contingency Plan, as adopted by the City
Council, for its system, then the Recipient shall abide by the provisio s of
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Page 9 of 23 PLANT _ �/ LED CI
section 22.08.079 of the City's Code of Ordinances.
(5) The rates charged for water provided to Recipient, along with any other
charges, shall be in accordance with the rates and charges established by the
City Council of the City as set forth in Article 22.03, Division 2 of the Code
of Ordinances of the City, as may be amended from time to time.
(6) In addition to any other right Recipient may have in this Agreement, at any
given time, to the extent the City fails to provide to Recipient an amount of
water that is sufficient for Recipient to consistently maintain full operations
of and production from the Project facilities or Recipient otherwise does not
have or is not provided sufficient water with respect to the Project, including
for any expansion therein or thereof, Recipient's obligations under this
Agreement will be suspended and, without limitation, Recipient shall not
be liable for failure to adhere to or comply with any obligations contained
herein (and there shall be no penalties (including payments by Recipient
related to or reversions of any portion of the Property) for delays therein or
failure thereo�, includin�, without limitation, that the running of any
timelines and/or any deadlines for or related to expansion, development,
construction, expenditure thresholds, financing, and operations shall be
tolled, suspended, and postponed for the duration during which Recipient is
not provided, on an ongoing basis, sufficient water to maintain fult
operations of and production from the Project facilities, including for any
expansion therein or thereof, until such point in time as the City provides to
Recipient on an on�oing basis sufficient water for such uses and expansions.
8. AS tS PROVISION: The deeds to the Property shall include the following "As-Is"
provision:
THIS CONVEYANCE IS AN ARMS-LENGTH CONVEYANCE BETWEEN THE
PARTIES. THE CONVEYANCE WAS BARGAINED ON THE BASIS OF AN AS IS,
WHERE IS TRANSACTION AND REFLECTS THE AGREEMENT OF THE
PARTIES THAT THERE ARE NO REPRESENTATIONS, DISCLOSURES, OR
EXPRESS OR IMPLIED WARRANTIES, EXCEPT FOR THE SPECIAL WARRANTY
OF TITLE TO THE REAL PROPERTY STATED IN TH1S DEED AND LEDA'S
REPRESENTATIONS AND WARRANTIES SET FORTH 1N THE PERFORMANCE
AGREEMENT BETWEEN THE PARTIES ("PERFORMANCE AGREEMENT") AND
THE AGR�EMENT OF PURCHAS� AND SALE BETWEEN THE PARTIES
("PURCHASE AND SALE AGREEMENT").
EXCEPT }�OR THE SPECIAL WARRANTY OF T1TLE TO THE REAL PROPERTY
STATED IN THIS DEED AND LEDA'S REPRESENTATIONS AND WARRANTIES
SET FORTH IN THE PERFORMANCE AGREEMENT AND PURCI-iASE AND SALE
AGRE�MENT, THE PROPERTY IS CONVEYED TO GRANTEE 1N AN AS IS,
WHERE IS CONDITION, W1TH ALL FAULTS. ALL WARRANTIES ARE
DISCLAIMED, EXCEPT THE SPECIAL WARRANTY OF TITLE TO THE REAL
PROPERTY 1N THIS DEED AND LEDA'S R RESENTATIONS ND
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Page 10 of 23 PLANT � LEDA CI
WARRANTIES SET FORTH IN THE PERFORMANCE AGREEMENT AND
PURCHASE AND SALE AGREEMENT.
GRANTEE SPECIFICALLY ACKNOWLEDGES THAT BY ACQUlR1NG THE
PROPERTY, GRANTEE IS NOT RELYING ON ANY REPRESENTATIONS OR
WARRANTIES OF ANY K1ND WHATSOEVER, EXPRESS OR IMPLIED, FROM
LEDA, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE
PROPERTY, OTHER THAN THOSE SET FORTH [N THE PERFORMANCE
AGREEMENT AND THE PURCHASE AND SALE AGREEMENT.
9. Conditions for Pavment of Incentives and Convevance of Real Proaertv: It is
specifically agreed and understood by and between the parties that LEDA has agreed to
make the project payments and conveyance to Recipient strictly upon the foilowing terms
and conditions:
A. Any use of LEDA's name for publicity in connection with Recipient's business or
activities must be approved in advance by LEDA. It is understood that LEDA may
make kno�vn its contributions to Recipient in whatever public manner LEDA and
Recipient mutually agree in advance in writing is appropriate, including, without
limitation, with respect to form, substance, and outlets and channels utilized, with
respect to any such communication, and provided further that any use of Recipient's
name, logos, trademarks, service marks, or any other intellectual property for or
relating to publicity in connection with LEDA ar otherwise in connection with
Recipient's business or activities must be approved in advance in writing by
Recipient. Notwithstanding anything to the contrary contained above, LEDA,
without approval or consent from Recipient, will comply with all federal, state, and
local laws and regulations.
B. Recipient agrees to maintain a business location in the City of Lubbock or Lubbock
County for ten (10) years following the execution of this Agreement and with
respect to its legal status under federal and state law and to rcmain qualified to do
business in the State of Texas.
C. The operations or activities of Recipient and its employees shall be performed and
conducted in a professional and businesslike manner and shall be in keeping witb
federal and state laws and regulations, and any ordinances of the City and/or
governmental entities which may have jurisdiction over Recipient's operations and
activities takin� place on the Property.
D. Recipient certifies that the Recipient does not and will not knowingly employ un
undocumented worker at the Controtled Environment Agriculture Distributed
Network Production Site located on the Property in accordance with Chapter 2264
of the Texas Government Code, as amended. If during th� Term of this Agre�ment,
Recipient is convicted of a violation under 8 U.S.C. � 1324a( fl directly with respect
to employment of such an undocumented worker at the Controlled Environment
Agricutture Distributed Network Production Site located on the Property, Recipient
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Page il of 23 PLANT � LEDA CI
shall repay the amount of the public subsidy provided under this A�reement, with
interest at the legal pre judgment interest rate, with attorney's fees, not later than
the 124th day after the date LEDA notifies Recipient in writing of the violation.
E. Any information obtained by LEDA or its agents or assi�ns during negotiations
leading up to the execution of the Agreement or otherwise about the business, has
or will be returned upon the execution of this Agreement, subject to a right to a
continuin� examination by LEDA to comply with LEDA's reporting obligations, if
any. Such information shall be considered confidential and beyond the scope of any
Open Records request as proprietary information.
F. Recipient will notify LEDA in writing within three (3) business days of any Layoff
or reduction in force greater than 20°�0 of the existing workforce. The notification
must include the number of employees being laid off, their job titles, the rcasonin�
for the Layotf, and what the company is doing to assist the laid-off employees.
10. Develoament of Land: LEDA and Recipient acknowledge and agree that Kecipient
intends to develop the Property.
A. Construetion: Recipient intends to construct the Project on the Property in
multiple phases. Recipient a�;rees to either obtain financing with respect to or that is
collateralized by the Property or any portion thereof or commence construction of the
Project on the Roberts Family Trust Property within twelve (l2) months after the Closing
Date. Furthermore, Recipient agrees to promptly and diligently pursue the completion of
the construction of the first two greenhouse structures for commercial operation to be part
of the Project within thirty-six (36) months following the Closing Date, subject to any
delays caused by any force majcure event. As used herein, the term "complete the
constntction" shall mean that the facility shall have received a Certificate of Occupancy
from the City.
ll. Pavback Provisions and Events of Default: Recipient acknowledges that LEDA and
Recipient are required to remain in conformance with the statutory provisions of the Act. The
parties hereto agree that in the event Recipient fails to comply with the provisions of this
Agreement, including but nat limited to Paragraph 10, and after written notice and failure ta cure
the violation, then LEDA, in its sole discretion, may seek the remedies set furth in this Sectiun.
A. Following conveyance of real property referenced in Para�,�raph 7.A., the Recipient
shall provide to LEDA an estimated capital investment cost of $309,772,744 in the
form of new construction and equipment at the Roberts Family Trust Property to
be invested prior to the end of sixty (60) months from Closing. LEDA bascd its
decision to grant incentives ta Recipient partly upon such capital investment.
(1) If Recipient's actual capital investment amounts are significantly lower
(20° o or greater) than the estimated capital investment at the end of thirty-
six (36) months from Closing, LEDA may demand the sum of $120,000 for
every $ l 0,000,000 of capital inv�stment below $ l 23,909,098. Capital
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Page 12 of 23 PLANT � LED CI
investment will be measured and confirmed by documentation from
Recipient on company letterhead indicating the amount of capital
investment spent or purchased for the Project.
Page 13 of 23
(2) lf Recipient's actual capital investment amounts are significantly lower
(20°/0 or greater) than the estimated capital investment at the end of sixty
(60) months from the Closing Date, LEDA may demand the sum of
$120,000 for every $10,000,000 of capital investment below $247,818,195.
Capital investment will be measured and confirmed by documentation from
Recipient on company letterhead indicating the amount of capital
investment spent or purchased for the Project.
(3) If (a) Recipient has not obtained financing with respect to or that is
collateralized by the Roberts Family Trust Property or any portion thereof
within twelve (12) months following the Closing Date, and (b) Recipient
has not commenced construction of the first greenhouse on or with respect
to the Roberts Family Trust Property within twelve (12) months followin�;
the Closing Date, then the Property shall immediately revert to LEDA
without the need for judicial or any other action and LEDA shall have the
right to enter and take back possession of the Propetty. ln the event LEDA
exercises its ri�ht to enter and take back possession of the Property, then
Recipient agrees to execute and deliver to LEDA a Special Wamanty Deed
conveying the Property to LEDA free and clear of all liens and
cncurnbrances not present prior to the Closing Date. This covenant shall
survive terrnination of this Agreement except as set forth herein. Other than
with respect to the Carlton North Property, as such rights are set forth in
Section 11.B below, LEDA's rights under this Section 1 l.A.(3), including
to enter and take back possession of the Property and any rights relating to
reversion of the Property and/or reconveyance of the Property to LEDA
shall automatically terminate upon the business day immediately prior to
the earlier of (x) the closing by Recipient of any financin� described in this
section or (y) the date of commencement of construction on or with respect
to the Roberts Family Trust Property and/or any portion thereof.
(4) If Recipient either (a) has not completed construction of the first two
greenhouse structures for commercial operation to be part of the Project on
the Robcrts FAmily Trust Property within thirty-six (36) months fallowing
the Closing Date, or (b) has not completed all phases of construction on the
Roberts Family Trust Property within sixry (60) months following the
Closing Date, Recipient agrees to pay LEDA th� value of the Roberts
Family Trust Property as of the Closing Date, i.e., $2,990,000, less any
Payback Provisions previously paid to LEDA by Recipient.
(5) Notwithstanding the foregoing, the Recipient's aggregate liability arising
out of this Agreement shall not exceed the value of the Property, i.e.,
$6,960,000, in potential payback to LEDA. For the sake of clarity any
•
PLANT �
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reversion of land to LEDA hereunder shall be deemed to be payback to
LEDA (with respect to the Payback Provisions) in an amount equal to the
value for such land as set forth in this Agreement.
:
Page 14 of 23
Unless the Property has reverted to LEDA in accordance with the terms of this
Agreement, with respect to the Carlton North Property:
(l ) If Recipient's actual capital investment amounts are significuntly lower
(20% or greater) than the estimated capital investment at the end of thirty-
six (24) months from the Measurement Date, LEDA may demand the sum
of $160,000 for cvery $10,000,000 of capital investment below
$123,909,098 of additional capital expenditure. Capital investment will be
measured and confirmed by documentation from Recipient on company
letterhead indicating the amount of capital investment spent or purchased
for the Project.
(2) If Recipient's actual capital investment amounts are significantly lower
(20°.� or greater) than the estimated capital investment at the end of sixty
(60) months from the Measurement Date, LEDA may demand the sum of
$120,000 for every $10,000,000 of capital investment below $167,715,361
of additional capital expenditure. Capital investment will be measured and
confirmed by documentation from Recipient on company letterhead
indicating the amount of capital investment spent or purchased for the
Project.
(3) If (a) Recipient has not obtained financing with respect to or that is
collateralized by the Carlton North Property or any portion thereof within
twelvc (12) months following the Measurement Date, and (b) Recipient has
not commenced construction of the first greenhouse on or with respect to
the Carlton North Property within twelve (12) months following the
Measurement Date, then the Carlton North Property shall immediately
revert to LEDA without the need for judicial or any other action and LEDA
shall have the right to enter and take back possession of the Carlton North
Praperty. In the cvent LEDA exercises its right to enter and take back
possession of the Carlton North Property, thcn Rccipient agrees to executc
and deliver to LEDA a Special Warranty Deed conveying the Carlton North
Property to LEDA free and clear of all liens and encumbrances not present
priar to the Closing Date. This covenant shall survive termination of this
Agreement except as set forth herein. LEDA's rights under this Section
( l.B.(3), including to enter and take back possession of the Carlton North
Property and any ri�hts relating to reversion of the Carlton North Property
and/or reconveyance of the Carlton North Property to LEDA shall
automatically terminate upon the business day immedi�tely prior to the
�:arlier of (x) the closing by Recipient of any fnancing described in this
section or (y) the date of commencement of construction on or with respect
to the Carlton North Property and/or any portion thereof.
•
PLANT �
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(4) !f Recipient either (a) has not completed construction of the first two
greenhouse structures for commercial operation to be part of the Project on
the Carlton North Property within thirty-six (36) months following the
Measurement Date, or (b) has not completed all phases of construction on
the Carlton North Property within sixty (60) months following the
Measurement Date, Recipient agrees to pay LEDA the value of the Carlton
North Property as of the Closing Date, i.e., $3,970,000, less any Payback
Provisions previously paid to LEDA by Recipient. It is the Recipient's
intention to use commercially reasonable efforts to substantially build out
the Roberts Family Trust Property prior to commencing construction on the
Carlton North Property.
12. Assienment: This Agreement and the Purchase and Sale Agreement shall be binding upon
and inure to the benefit of the heirs, successors, administrators, executors, affiliates, designees,
and permitted assigns of the respective parties. For the sake of clarity, the obligations set forth for
Recipient in this Agreement and in the Purchase and Sale Agreement may be satisfied via, and
shall be deemed to be and considered, the aggregate actions and activities of Recipient's
companent entities, in Recipient's discretian, and therefore, the rights and beneftts provided to
Recipient pursuant to this Agreement and the Purchase and Sale Agreement shall inure to the
benefit of and additionally be provided to, each of Recipient's component entities. All rights
hereunder may be assigned by the parties in whole or in part, upon prior mutual consent of each
party. Such approval shall not be unreasonably withheld.
13. No Privitv of Endeavor Nor Joint Venture: !t is specifically agreed that there shall be
no privity of endeavor nor joint venture whatsoever betwcen LEDA and Recipient or between the
City and Recipient and the sole connection between such respective parties is the supply of water
by the City to Recipient and the contribution of the economic assistance by LEDA under the
restricted conditions as set forth herein and that such supplying of water and contributions as stated
herein are for the sole purposes as set forth herein and it shall in no way be construed as a
continuing basis of financial support by LEDA to Recipient. The parties hereto have entered into
this Agreement in an arms-length transactian. No agency relationship or fiduciary relationship is
intended to be created by this Agreement and no such relationship shall be determined to exist.
14. Good Faith: Normal Business Oaerations: The parties a�nee that this Agreem�nt has
been entered into in gaod faith and that each party shall act in good faith in complying with its
provisions. The parties further agree to transact all their business under and that which relates to
this Agrcement in accordance with their normal business operations.
15. Miscellaaeous Provisions:
A. Notices: For the purposes ofi any notic�s to be given, pursuant to the terms of this
Agreement, the parties shall use the following addresses, or any other address as
may be chAn�ed by the purties, upon written notice to the other party, as follows:
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Page 15 of 23 PLANT � LEDA CI
LEDA:
John Osborne
CEO and President
LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
1500 Broadway, Suite 600
Lubbock, TX 79401
Email: john cr marketlubbock.org
W ith a copy to:
Ann Manning
Attorney at Law
UNDERWOOD LAW PIRM
P.O. Box 16197
Lubbock, Texas 79490
Email: Ann.Manning�uwlaw.com
RECIPIENT:
Richard Dent II1
Chief Operating O�cer
PLANT-AS-DNPS-003-1 LLC
333 Las Olas Way CU 1
Fort Lauderdale, FL 33301
Email: Richard.dent@plant-as.com
W ith a copy to:
Adam Litwin
Chief Legal Officer
PLANT-AS-DNPS-003-1 LLC
333 Las Olas Way CU 1
Fort Lauderdale, FL 33301
Email: adam.litwin@plant-as.com
C(TY:
W. Jarrett Atkinson
City Manager
P.O. Box 2000
Lubbock, Texas 79457
Email: jatkinson cr mylubbock.us
Notices shall be deemed to be given upon the placing in the United States Mail,
Ccrtified Mail, Return Receipt Requested, to the above-described addresses or in
case of electronic mail, upon affirmative confirmation of such receipt by reply
email, or as such addresses may be changed, pursuant to the terms and conditions
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Page 16 of 23 PLANT � LEDA CI
hereof.
B. Remedies:
(1) The sole remedies for LEDA under or pursuant to this Agreement shatl be
solely those which are set forth in Section 11 of this Agreement and
Recipient's aggregate liability is as set forth therein. LEDA may not seek
rescission of the conveyance of the Property or revcrsion or reconveyance
of the Property to LEDA other than as and to the extent explicitly set forth
in Section 1 l of this Agreement. Notwithstanding anything set forth or
deemed to the contrary in this Agreement or atherwise, LEDA
acknowledges and agrees that any and all remedies and claims which it may
pursue under this Agreement or otherwise pursuant to law, including,
without limitation, any repayment of financial incentives and/or any
monetary penalties payable by Recipient to LEDA, shall be and remain
subject and subordinate to debt (and rights and claims of lenders and/or debt
holders associated with any such debt) in connection with which Recipient
is or will be obligated, including, without limitation, in connection with the
Property and/or which otherwise attaches to the Property, including,
without limitation, any secured bonds that utilize the Property or any portion
thereof as collateral or which cause the Property or any portion thereof tv
be subject to a security interest, including any obligations that arise in
connection therewith, and nothin� may interfere with the ri�hts and claims
of such lenders or debt holders. Recipient may pursue all remedies available
to it pursuant to law; provided, howevcr, in no event shall LEDA be liable
for special, consequential, or punitive damages arising from its breach or
default of this Agreement.
(2) If the Recipient materially breaches Paragraph 7.C.(2)-(4), the City may
pursue any and all remedies provided by law, equity, contract or otherwise,
including without limitatian, termination of the delivery of any water
service to the Project.
C. No Waiver of Immunitv. Notwithstanding any other provision of this Agrecment,
including, without limitation, the provisions of Paragraph 8(as is) of this
Agreement, nothing in this Agreement shall or may be deemed to be or shall or may
be construed to be, a waiver or relinquishment of any immunity, dcfcnse or tort
limitation to which LEDA and the City, its clected officials, its officers, employees,
representatives and agents are or may be entitled, including without limitation, any
waiver of immunity suit.
D. Further A�reements: The parties agree to enter into, execute, file, and record any
additional agrecmcnts, documcnts, assuranccs, cstoppcls, ccrtifications, and
instruments, and perform any additional actions, that may be reasonably required
by any of the parties in order to effect any of the transactions or intentions
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Page 17 of 23 PLANT � LEOA CI
contemplated or contained herein including in support of Recipient's financing and
as may be required by its lenders and/or financiers.
E. Venue; Governing Law. All payments made pursuant to this Agreement and other
obligations performed under this Agreement shall be made or performed in the City
of Lubbock, Lubbock County, Texas. Exclusive venue for any action, cause of
action, lawsuit, or other proceeding under or in connection with this Agreement
shall be and lie in Lubbock County, Texas and the parties hereby submit themselves
to the jurisdiction thereof; and this Agreement shall be governed by and construed
in accordance with the laws of the State of Texas without respect to the conflict of
laws rules thereof. Recipient hereby waives and a�;rees not to �ssert by way of
motion, as a defense, or otherwise, in any suit, action, or proceeding, any claim that
(1) it is not subject to such venue or the jurisdiction of the courts of Lubbock
County, Texas, (2) the suit, action, or proceeding is brought in an inconvenient
forum or (3) the venue of the suit, action or proceedin� is improper.
F. Entire A�reement; Headin�s: This instrument, including the preamble, recitals, and
the Exhibits contained herein or attached hereto, each of which are, for the purpose
of clarity, hereby incorporated into and made a part of this Agreement, along with
the Purchase and Sale Agreement and any additiunal agreements, instruments, and
documents referenced herein to be executed by the parties in connection with the
transactions contemplated herein, constitutes the entire agreement between the
parties hereto and neither this Agreement nor any of the Exhibits attached hereto,
if any, nor any of such other agreements, instruments, and/or documents can be
altered, chang�d, or amended in any respect except by an instrument in writing duly
executed by both parties. The section, paragraph and exhibit headings contained in
this Agrecment are for rcference purposes only and shall not affect in any way the
mcaning or interpretation of this Agreement.
G. Partial Invaliditv: In the event that any portion of this Agreement should be found
ar declared to be invalid for any reason, such portion shall be deemed to be refornted
to the minimum extent required for it to be valid, and the remaining provisions of this
Agreement shall not be affected thereby and shall remain in full force and effect and
shall be binding upon the parties. The parties agree that it is their intent for this
Agreement to be deterniined as being an indivisible obligation of the parties.
H. Bindin� Effect: This Agreement shall be binding upan the undersigned, their
successors, and assigns, subject to the express terms of this Agreement concerning
assignment.
rorce Majeure: lf any default or performance of any covenant or term of this
Agreement is delayed by reason of any of the following, so long as such delay is
not caused by the actions of Recipient: strike, riots, labor controversy, shortages of
labor, materials, supplies, or transportation, failure or inability to obtain or secure
materials, supplies, or labor through ordinary sources on commercially reasonable
terms and by commercially reasonable means (whether by reason of shortages or
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Page 18 of 23 PLANT . � LEDA CI
priority or otherwise), limitations relating to capacity, availability, and/or reasonable
ability of any construction partners to diligently proceed with construction, delays of
transportation and/or commercial carriers, embargos, war or armed conflict, act of
public encmy, act or thrcat of terror or terrorism, civil commotion or disturbance,
sabotage, act of God, weather-related events, windstorm, tornado, hurricane,
earthquake, flood, fire, epidemic, pandemic, outbreak, accident, failure of technical
facilities, governmental approvals, permits, certificates, and issuances thereof (or
delay or failure thereofj, including as required for construction and/or operation of
the Project, annexin�, subdivision, zoning, and/or platting or re-platting as
necessary or desirable for the Project (including delay or failure thereo�, delivery
af plans or designs (or delay or failure thereo�, including with respect to any water,
sewer, electric, and/or utilities to be located on, serving, or affecting the Property
and/or the Project, including from any governmental entity or a�ent, and the
installation at the Property thereof (or delay or failure thereo�, insufficient water,
electricity, and/or utilities available and/or provided for the Project as of any given
time and with respect to any planned or contemplated expansion (as determined by
Recipient), government tockdown or quarantine, governmental restrictions,
regulations, orders, or interference, power outage, or other casualty, or any other
circumstances beyond a signatory party's reasonable control, then the duty to do or
perform the term ar covenant, regardless of whether the circumstance is similar to
any of those enumerated above or not, is excused during the delay period.
J.
Time is of the Essence: The parties agree that time is of the essence in the execution
of this Abrcemcnt.
K. Counterparts: This Agreement may be executed in counterparts, each of which will
be deemed an original, but all af which together will be deemed to be one and the
same instrument. Counterparts may be delivered digitally or via electronic mail
(including PDF or any electronic signature complying with the U.S. federal ESIGN
Act of 2000) or other transmission method, and any counterpart so delivered will
be deemed to have been duly and validly delivercd and be valid and effective for
all purposes.
Resiainder uf Page Intentionally Left Blank.
Signature Page Follows.
Page 19 of 23
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PLANT , �
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IN WITNESS WHEREOF, and as duly respectively authorized by the parties hereto, the parties
have executed this Agreement to be effective as of this 28th day of June, 2023.
LUBBOCK ECONOMIC DEVEL,OPMENT
ALLIANCE,INC.
ohn Os orne, CEO and President
RECIPIENT:
PLANT-AS-DNPS-003-1 LLC
`���� `,%��;,�`C%���
Richard Dent lll, Chief Operating Officer
CITY OF LUBBOCK, TEXAS
� --
W. Jan Atkinson, City Manager
Page 20 of 23
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PLANT i
LEDA CI
EXHIBiT A
Agreement of Sale aad Purchase
jattached]
= �::
::;:�:_ - - -
� . ;;;:� ._ -
z�
EXHiBIT B
Special Warranty Deed for #he Roberts Famity Trust Property
lattached�
22
EX%[IBIT C
Special Warranty Deed for the Caclton North Property
[attacheci�
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T�t�e Perfonnance Ag�eement - LEDA x PLANT-AS x CITY OF LUBBOCK
File name Performance Agree...on with Date).pdf
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Document History
� 06 I 22 / 2023 Sent for signature to Richard Dent III
seNr 16:51:20 UTC-4 (richard.dent@plant-as.com) and John Osbome
(john@marketlubbock.org) from admin@plant-ag.co
IP: 71.30.166.8
�
VIEWE�
�
SIGNEO
O
INCOMPLETE
06/22 I 2023
17:38:36 UTC-4
06 / 22 I 2023
17:44:42 UTC-4
06 / 22 / 2023
17:44:42 UTC-4
Viewed by Richard Dent III (richard.dent@plant-as.com)
IP: 174.211.172.123
Signed by Richard Dent III (richard.dent@plant-as.com)
IP: 174.211.110.165
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Exhibit A to Pertormance Agreement
PURCHASE AND SALE AGRE�MENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement"} is made and entered into
on the date set forth on the signature page hereof by and between LUBBOCK ECONOMIC
DEVELOPMENT ALLIANCE, TNC., a Texas non-profit corporation,1500 Broadway, 6th Ftoor,
Lubbock, Lubbock County, Texas 79401 ("Seller"), and PLANT-AS-DNPS-003-1 LI,C, a
Dela�vare limited liability co�npany, whose mailin� address is 333 Las Olas Way CUI, Eort
Lauderdale, Florida 33301 (along with its affiliates, subsidiaries, and designees, collectively,
"Buyer").
1. A�•eement o Sell. Upan and in consideration of the terms, canditions, covenants,
representations, and warranties hereinafter set forth, Seller agrees to sell and con�ey, and Buyer agrees
to huy and accept, fee sim�le title in and to the following described land, and any and all
improvements lacated thereon, togetl�er with at! of Seiler's ri�hts, title, interests, privileges, and
appudenances pertaining thereta (including, witl�out limitation, water rights, groundwater rights, and
mineral rights to the extent held by Seller), and without any liens or enciimbrances thereon or relaring
thereto (except those items reflected on the title policy to be provided pursaant ta the terms af this
Agreement), situated in Lubbock Caunty, Texas, more particularly descrihed as fotlows:
Ap that praperry more particuIarly described on Exhibit A, attached hereto and made a part
hereof far aIl p��rposes {the "Roberts Camiiy Trust Property"}; and
All that property mare particularly described on Exhibit B, attached hereto and made a part
hereof for all purposes (tl�e "Carltan North Property" �nd, togeth�r with the Roberts
Family Trust Property, collectively, the "Property").
Such safe to be SUB3ECT TO ali previousiy reserved oil, gas, or other minera! rights; all
rights ot way, easements and �rrescriptive rights �vhether of record or not; atl presently recorded
resLrictions, reservations, covenants, conditidns, oil and gas [eases, and other instniments, ather than
liens and conveyances, that affect the Properry; rights of adjaining owners in any walls and fences
situated an a camman boundary, any disccepancies, conflicts, or shortages in area or boundary lines;
any encroachments or overlapping of improvements; that portion of taxes for the year of Closing
accruing after the C[osing Date, the payment of which Buyer assumes; and subseyuent assessments
for that and prior years due to change in land usage, ot�mership, or both, Ehe payment of which Buycr
assumes.
2. Consideration. Tn consideration for the conveyance of the Praperty and ather good
and valuable cvnsidera#ion, including tl�at which is otherwise set forth in the Performance Agreemcnt
{as defined below), Buyer a�rees to abide by the terms and conditions set forrh in that certain
Performance A�rreement dated effective as of J'une 28, 2023, among Seiier, Buyer, and the City of
Lubbock, Texas, a Texas home rule inrinicipality (the "Performance Agreeme�t"). The stipulated
valae of the Rbberts Family Tnisi Properry is Two MiElion Nine Hundred Ninety Thousand and
No/104 Dollars ($2,990,000.40} (the "Roberts Fannily Trust Stipuiated Value"), The stipulated
valae of the Carlton Narth Property is Three IVIiIlion Nine Hundred Seventiy Thausand �nd No/100
Doilars ($3,970,Q00.00) {the "Carlton Norti� Stipulated Value" and, together with the Roberts
Family Trust Stipulated Value, the "Stipulated Value"}.
3. itie. Subjcct to the other provisions of this paragraph, Sel[cr agrees to fiunish Buyer
at Seller's expense a poliey af Title Insurancc issuul by Service TitEe Co., Lubbock, Teaas, or another
title company mutua[iy agreed upon by the parlies hereto (the "Title Company"), such policy to be
issued in d�e amount of the Stiguiated Value (the "Title Policy"}. Any endorsements required by
Buyer shall be at Buyer's solc cost and expcnse, Witkiin ten days after thc �ftcctivc Date, Seller �vill
f�rnish lo Buyer a commifinent of sucla title insurance, and Buycr tivill have nvcnty days from receipt
af such commitment to either acccpt same or advise Seller of any objections to title. Thc standard
printed exceptions and any exceptions agrecd to by Buyer in writiiig shall nat bc considered objcctions
to title. If Buycr fails ta ilotify Scller of �ny objeclions to titic witliin said twenty-day perioct, Buyer
sllali be deemed to have accepted all iittc matters, requirements and objections set forth i�► such
cammitment, except that exceptians set fortli on Schedale C of such commitment shall not be waived.
If abjections are raised within said twenty-day period, Seller shall ase commercialiy re�sanable efforts
to cure s�id objections. If Sciler fails or is unable ta cure said objections priar to the daEc set forQi
herein far closing, this Agrecment may be terminatcd by Buyer, or Buyer, at Buyer's optian, may
elect either to wai�e the issuanee of a policy of Title Insurance or to accept a Title Insurance �aolicy
subject to such outstanding title mariers, requirements or objections and to procccd to closing.
4. S,�x. Within thirty days foilo�ving Buyer's receipt of tiie updated title camcnitment
from Scllcr, Buyer may liavc the Roberts Family Trusi Property s��rveyed, or have the current sarvey
updated, at its saie cost and expcnse, and the properiy dcscriprion cantained in any ne�v or updated
survey shall be substituted in this Agrcement and shall be incorporafed into the applicable Deed ta be
delivercd aE Closii�g. Within thirty days following the date hcreaf, Seltcr shall obtain a baundary
survey of the Cariton Norkh Property at its sole c4st and exp�nsc and, any change in thc praperly
description contained in saeh survey shall be substituted in this Agreemeni and shall be incorporated
into thc app[ic;tbte Dccd tu bc dclivercd at Closinb.
S, Condition Precedent, Notwithstanding the foregoing, Seller's performance of iliis
Agreement is contingent upon the execution by Seller and Buyer oPthc Performance Agreement on
or befor+c the Closing.
6. DeveloRment of Lan�. Seller and Buyer ack�owledge and agree that Btryer intends
to develop the Property. Buyer agrccs to develop the Property in accordance with the
Pc:rfannancc A�;rccn�ent. Thc covcnants sct Fortli in this Section shali survive Closing.
7. Deed Lan��c. The Special Warranty Deed to bc delivered at Closing shall
contain thc fatl�wing {unguagc:
THIS CONVEYANCE IS AN ARMS-LENGTH CONVEYANCE
BETWrEN T1�iE PARTIES. THE CdNV�YANCE WAS BARGAINED ON
THE BASIS O�' AN AS IS, WHERE IS TRANSACTFON AND REFLECTS
THE AGREEMENT OF THE PARTIES THAT THERE ARE NO
REPR�,SEN'fAT10NS, UISCLOSUR�S, OR EXPRESS OR IMPLIED
WARRANTILS, EXCEPT FOR THE SPECiAL WARRANTY OF TITLL TO
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THE REAL PROPERTY STATED IN TI�IS DEED AND GRA,NTOR'S
REPRESENTATIONS AND V�ARRANTIES SET FORTH IN THE
PCR.F�RMANCG AGREBM�NT BY AND AMONG GRANTOR,
GRANTEE, ANU THE CITY 4F' I.UBBOCK, TEXAS, A TEXAS H4M�
RULE MUNFCIPALITY {"PFRFORMANCE AGREEMENT") AND THE
PURCIIAS� AND SALC AGREEMENT BY AND AMONG GRANTOR
AND GRANT�E ("PURCHASE AND SALE AGRCEMENT").
EXGEPT FOR T1IE SPECIAL WA]tRANTY OF TITLE T() TAE REAL
PROPCRTY STATED IN THIS UE�D AND GRANTOR'S
REFRESENTATI�NS AND WARRA.NTIES SET FORTH IN THE
PERFORMANCE AGREEMENT AND T�IE PURCHASE AND SALC
AGREEMENT, THE PROPERTY IS CONVEY�D TO GRANTEC IN AN
AS l.S, WI-ILRE IS GONDITION, WITH ALL FAULTS. ALL
WARRANTiES ARE DISCLAIMF,D, EXCEPT THE SPECIAL
WARRANTY OF TITLE TO TI�E REAL PROPEItTY IN T13IS DEED AND
GRANTOR'S RrPRESENTAT10N5 AND WARRANTI�S SF,T �ORT�I IN
THE PERF�RMANCE AGREEMENT AND THE PURCHA.SC AND SALE
AGR�EMCNT.
GRANTEE SPECIFICALLY ACKNOWLEDGES THAT BY AGQUiRTNG
TIIE PROPERTY, GRANTEE IS NOT RELYING ON ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND
WHATSOEVER, EXPRESS OR 1MPLIED, EROM GRANTOR, ITS
AGENTS, OR BR�KERS AS T4 ANY MATTERS CONCERNING THE
PROACRTY, OTHER THAN Ti�OSF, SET FC)RT�I TN TI�E
PERFORMANCE AGREEMENT AND TFiE PURCHASE AND SALC
AGREEMENT.
Thc Pro�er�y �i�ay unly b� used in a manncr that satistics thc usc restrictions
included in unc of the NoMh Amcrican Industry C��ii5S1E1Ci3i1011 Sysccm
("NAIC,`S"} sectors dcscribed in Seetion 50I.002(12} of the Texas Local
Govenime»t Gad� in etf'ect on the datc of this Dceci or as such list aF sectors
m�►y be cxpanded from time-to-time; �nd describcd in Section SOi.IOI(2) of
the Tcxas �.ocal Govcrnment Lodc in effect on tlic datc of tliis Decd or as such
list of sectors roay bc cxpandcd from time-#o-timc. These use restrictions shall
run with thc land.
8. Glosine. Unless othenvise set forth herein, closing costs shail be paid in accordance
with local cusfom. The Closing of the transaction c�ntcrr►plated by this Agrc;ement (the "Closing")
shal{ occw at lU:UO a'clock a.m. on , or ►vithin sixty days aftcr tl3c datc
Buyer receivcs the title commitment and survey described hcreinabove, whichcvcr is latcr (the
"Closing Date"), ai thc oitices ofthc Titic Company, unless socnc vdicr timc and placc of clasing is
mutually agreed upon by �ic parties. At thc Clusing, Seller shall deliver to Buycr special warrarity
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deeds conveying the Praperty to Buyer in substantially the farms attached hcreto as Ex.hibits C and D
(co�lectivety, thc "Deeds") and such olher docurr►ents and instcuments, if any, as may reasonably be
rcquired by Buyer ar the Titic Campany in order to effcctuatc tl�c trans�ction contempiated by this
Agreement. Possession of the Property sl�all bc delivered tu Buyer upon Closing subject to tl�e
rights af any tenant to harvest the 2023 crops as contemplated in the Performance Agrscment.
4. Taxes. Seller sE�all be responsible for anc� pay all ad vaEorem taxes assessed against
the Property for all years prior to Closing, if any. Any ad valarem taxes for the ycar af Clasing
attributablc ta the Property prior to Closing shall be the responsibiliiy of SeIler, ail taxes Erom and
a13er tlie date of Glosing shall bc thc responsibilily of Buyer. Scller, as a non-prafit corporation,
inay be exempted frvm paymcnt of ad valorem taxes. Notl�ing hercin shall be construed to waive
such exemptioii.
10. Re�rescntations and Auth�rity of #he Parties. �ach parry to this Agreement represents
that such party is fully uuthorized and cmpawcrcd to cxecutc this Agreemcnt and ta ciose the
transac#ion contcmplated hereby pursuant to #hc terms and provisions hereof. Tn addition, Seller
tnukes thc following �cprescntations and warranties to Buyer:
(a) Seller represents �nd warrants that it owns fce simpic title to thc Property free
and cicar af liens or cncumbranccs except those disclosed i�� the Title Policy and has the full
power, capacity, authocity, and righE to convey such titie to Buyer.
{b) Sel[er represents tha� it is established as an lndustrial De�s�clopmcnt
Corporatian uuder the bevetop�nent Corporatian Act of 1979, as amendcd, as Sc:c 50 [.OU l
et seq, Lacai Government Cade, formerly Sec 5190.6, VACS., validly existing under the
laws of the Statc of Texas, �id further rcpresents that the costs applied toward Buycr's Project
{as d+efincd in the Perfarmance A�;reenlent) as stated in the Perforn�ancc Ag�eement bave bccn
found by d�e Board of Directors of Seller, siriing as fact fnders, and tlie Boarci af Directors of
Seiler has deterinined cf�e Aroject, to be in compiiance with the requirements and pwpases of
ihc Act, ihc provisions oC Seller's charter, as weli as for the bcne�t of the City of I.ubbock,
Lubbock County, Teaas, and fxadc area.
{c) Scllcr repcesents that it l;as authority to enter inta this Agrecment and the
Performa��ce A�;reemcnt, Scllcr tinderstands and ugrecs ihat �ny variatian as to �ny tcrm af
this Agreemcnt or the Performance Agreement or ihe incentives oiiered ta Buyer or otherwise
agrced upon or commitmcnt by Buycr will only bc 6indin� if matually agrecd to in writing.
(d) Scllcr rcpresents and �varrants to Buycr that, to iis actual knowledge, there is
no aetivity, conditio�i, situatian, or circumstance with respect to, on, or affecting Seller or tbe
Araperty, tl3at may prcvent, restrict, impede, inliibit, impair, uc;bativcly affcct, or dclay in any
��vay {i) the trai�sactions contemplated herciu or in the Performance Agreemcnt, or (ii) Buyer
or Any of its successors or assigns or use of the Property by Buyer or any of its successars or
assigns for thc deveiopmcnt and operation of adv�nced greenl�ousc facilities or any other
latvful usc, including, �vilhaut limitati�n, in cithcr casc, poncling, threatcncd, potcntial, or
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actual legaE proceedings, contractual righEs, limitations, abligations, explaitatian of rnineral
or ather rights, violations of environmcntal or ather laws, claims, iiens, dangers, hazards, or
encurnUrances except thosc retlected an the Title Policy.
Thcsc representations and tivarranties contained lierein and in the Performance Agreement shall
survive thc Closing and siiatt not merge therein.
11. Seller's Interim Operatin� Covenants. From the date of this Agreement unri! the
Ciosing (or earlier tcrmination of this Agreement), Seller shali:
(a) not alienate, licn, encumber, assign, pledge, or otl�erwise transfer any part of
the Praperty, or any interest in the Praperty;
(b) operute and manage the Property in substantiatly the sarne manner as prior to
the date of this Agreement;
(c} not (i) accept any purchase or lease ot�ers with respect to thc Praperl.y, (ii) sell,
martgage, pledge, lcase, or othenvise transfer or dispose of all ur any part of the Property or
any interest iherein or {iii) enter into a bindin� agreemcnt with any third party to sell or lease
all or any portion of the Pro�erty �r any interest theccin; provided, howcver, Seller may, and
Buyer acknowledgcs and agrecs to aliow Seller to, aflow any agricullural crops to remain ui
placc for the remainder of the 2023 crop ycar with respect #o any existing lease, and ScIlcr
wili rcmlin in compliance �vith thc t�rms of any such icutie on the Property; and
(d} {i} prvmptly give written �iotice to Buyer of the occurrence of any material
change to any rcpresentations ar �vrorranties madc or io he m�de by Se11er under or pursuunt
to this A},necment and/or tlie Performance Agrcement which shall autornaticaily amend sucf�
rcprescntations and �varranties and {ii) provide Buyer with a capy of any written noiices or
orclers affccting the Property reccived hy Scller from any governmenlal agency �vith
jurisdiction.
12. Notiees. All notices, cequests, demands, and ather communications reqaired or
permitted by this Agreenient shali be in ��rriting and shall be decmed to have been delivered if
dclivercd in persan to thc party cntitled thcrcta, againsl receipt, or if dcposited in tl�e Unitcd States
maii, postage prepaid, certified mail, return rcceipt rcquesierf, addressed ro the party entitled thercto
at the address shown below�. In the case af mailing, the tinze of receipt shatl be deemcd to be three
days aiier depositing in t6e m�il addressed as follaws:
(a) In case of Scllcr, ta:
Lubbock Ecanomic Developmcnt Altiance, Inc.
1500 Broadway, 6th Floor
Lubbock, Texas 79401
Emai1: ,{ohn('cr,imar[cctlubUock.org
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tivith cop� to:
Aiin Manning
111 f West Loop 289
Lubback, Tcxas 79416
EmaiI: ann.manning(d�uwla�v.com
(b) In casc af Bayer, to:
Richard Dent lII
Chief Operating Officcr
PI.ANT-AS-DNPS-003-i I.LC
333 Las �las Way GU1
�ort Lauderdaic, Florida 33301
Email: Richard.dent cr plant-as.cam
With copy to:
Adam Litwin
Chicf Lc�;al C3fficcr
PLANT-AS-DNPS-003-i LLC
333 Las Olas Way CU1
Fort Lauderdalc, Flarida 3�i301
Emaii; adamlitwin�3a piant-as.com
13. Detault. 1£ all the canditioits preecdent tn the Closing of the transaction contemplated
hcr�in are mct in accardancc wilh tltis Agreement, except that Scllcr refuses to �o fonvard to tlie
Closing or otherwisc fails or refuses to consummaie the canveyance, Buyer shal( have ihe right to
cnforce spccific perfonuance or s1�all liave the right ta pursue atty other legai or eyui#able rcmedics
availablc to it. lf a[1 thc canditions precedenl to the Closing of thc transaction contemplated licrcby
arc met in accardance �vith tliis A�reement except that Buyer refuscs ta go forward to thc Glosing or
othcn�iss fails or refuses to consummate the conveyance, Sellcr may cnforce specific performance or
pursuc any otl�ac lc�al or equitablc rcmcdy availablc to thcro.
14. Risk of LQss. Sctler assumes ail risks of destruction, ioss, or damage due to fire, hAit,
crog failurc, or othcr casuairy up to the Closinb Datc.
15. La��� Govcrnine. This Agreement shalI be construed iu accordancc with the [aws of
tlie State of Texas.
16. Succcssors and Assi ns. This Agrecmcnt shal[ i�iuro to thc bcnctit of the parties hereto
and to their respective l�eirs, personal representati�res, successors, and assigns.
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17. Survival of Representations, All representations, covenants, and warxanries contaitted
herein shall survive the Closing of the transactian contemplated hereby.
1$. Entire�v. This A�rccment, including thc prcamble, rccitals, and the �xhihits cont�ined
herein or attached hereto, each of which are, for the purpose of clarity, hereby incQrp�rated into and
made a part of this A��re�naent, to�ethcr �vith the Pcr%rmance Agreement aud any additianal
agreements, instruments, anc! docunients referenccd hc�•ein ar therein io be executcd by the parties in
eonnection with the transactions contemplated herein, contains the entire agreement of the parEies
with respect to the matters covered hereby and supersedes all prior and contemparanec�us agreements
by iile parti�s. lt n�ay be amcnded or modificd only in wriEin� exccutcd by both ptuties.
i 4. Severabilitv. If any provision of tbis Agreement or the application thereaf to any
person or circumstance shall, at any timc or to any cx#ent, be invalid or unenforceable� suci� provision
shal[ be deemcd to be modified to the minimum exteni required for it Eo be ��alid and �nfarccable, and
the remaining provisions of this Agreement shall not be affected thereby and sl�all cantinuc ta be valid
and enforceable.
20. Nonwaiver. The faiture of either party ta insist upon the str�ct performance of any
term or condition of this Agreernent shall not be deemed a waiver of any right or remedy that tbat
party m�y havc, and shall nat be deemed a�vaivec of any subsequenE breach of �y such term ar
condition.
21. Attorncv's Fecs. �f any action at law ar in equiry is braught to cn!'orce ihe provisions
of this Agrecment, tlic pr�vailiitg party shall bc entiticd io recavcr reasonablc attarney's fees i'ronz ihe
other party, wl�ich fees may be set by the court at tltc irial of such actian or may be enforced in a
separate action brougbt for that purposc, and ��hich fees s1�aI1 be in addition to any ather reiief which
may 6c �warded.
[SiGNATURES QN FOLLC)WING PAGE]
se
IN WITNESS WHEREOF, this Agreement is executed and effcctive as of the 28th day of
June, 2023 (the "EflecHve Date").
SELLER:
LUBBOCK ECONOMIC DEVELOPMENT
ALLIANCE, INC.
By:
Jo n Osbornc, EO and President
BUYER:
PLANT-AS-DNPS-003-1 LLC
By: � ���,�����99
Richard Dcnt lll, Chicf Operating Officcr
�.�
EXHIBIT A
Properiy Description
Raberts Futnily Trust Property
METrS AND BOUNDS DESCRI.PTION of a 299.14 acre tract, 6eing that same tract dcscribed
in Volame 7653, Page 50 of thc Official Public Records of Lubbock County, Texas, locaied in
Section 23, Block A, John Ii. Gibsnn Survey, Lubbock Caunty, Texas, and being furtber described
as toilo�vs:
BEGINNING at a"cross hatch" nail with �vasher marked "HRA" sct for the North��cst corner of
Section 23, Biock A, John H. Gibson Survey, Lubback County, Texas, samc being the North�vest
conier of this tract;
THENCE N. 89°59'57" E., along ihe North line of said Sccteon 23, a distance of 2G22.52 feet to a
112" iran rod fnund at the Northwest corner of an 11,8 acre tract described undcr County Clerk
File No. 2020033841 of the Offici�tl Public Recards of Luhbock County, Texas, and tlte Northcast
corner of this tract;
Ti1ENGE S, 04°01'31" W., along the Western boundary oFvarious tracts, at 50.00 feet pass a 1/2"
iron rad with cap marked "HRA" sct in rcference, at 2623.90 feet pass a 3/4" iron pipe found at
the Sauth�vest carner af a I.0 acre tract described under Gaunty Clerk File No. 2008()20881 o�the
Official Public Rccords of Lubbock County, Texas and tlie Northwest corner of a 4U.0 acre trac;t
dcscribed undcr County Clerk Filc No. 20l 8048217 of the OFficial Pu�iiic Recnrds of Lubboak
County, Texas, continuing along tiie Western l�oundary of said 4U.0 acre tract for a total distance
of 4924.86 feet to a 1/Z" iron rod with cap marked "HRA" set for the Northeast corner of a().6 acre
tract dcscribed under County Glcrk Fiic No. 2U 17U201 ] 8 uf thc: Official Puhlic Records of
Lubbock Gounty, Tcxas and the mast Easterly Southeast corner of this tract;
THENCE Wcst, alang thc Northcrn boundary of various tracts, cuntinuing for a totaE distance of
1063.21 feet to a 1/?" iran rod witl� cap marked "HRA" sct for tltie Northwest corne�• of a 1.3 acrc
tract described in Volume 3464, Page 2S2 of the Real i'roperty Records of Lubbuck County, Tcxas
and an "ell" corner of this tract;
TI IENCE South, along thc W cstcrn buundary of said i.3 acrc tract and � 0.3 acre tract described
in Volumc 6b7'l, Page 146 of the Rea! Property Rccords of Lubbock Couniy, Texas,l distance of
30U.04 fect to a i/2" iron rod with cap marked "�1RA" set in the Narth linc af a 40 foot right-of
way eascment described in Volume 2 i 5, Page 189 of thc Deed Records of Lubb�ck C�unty, Tcxas,
for the South�vest corner of said a.3 aare tract and the most Southerly Southeast corner of this tract;
TH�NC� West, �long sa'sd easemcnt linc, a distance of I 35.39 feet to a 3/4" iran pipe �ound at the
SoutE�east corner of a I.4 acrc tract dcscribcd in Votume �23, Pa�;e 336 of tlic Dced Rccords of
Lub�iock County, Texas, and a corner uf this tract;
6�2
TI�iENGE North, aiong the Eastern boundary of said 1.4 acre tract, a distanee of 300.00 feet to a
1/2" iran rod with cap marked "HRA" set for the Northeast corner of said 1.4 acre tract and an
"el]" corncr of this tract;
THENGE West, alang tlie Ndrthern baundary various tracts, a distance of 1088.00 fect to a i/2"
iron r�d with cap markcd "HRA" scl for an "ell" carner of a l.5 acre tract dcscribed under County
Clcrk File Nu. 2009U3U777 of the Ufficial Public Records ot'Lubbock County, Texas and an "ct1"
corner af this tract;
T�-IENCE North, aiong #hc Norlhcrn Uoundary of said 1.5 acrc tract, a distAnce of 29.89 fcct #o a
3/8" iron rod found at thc Nadh�vest corner of said l.5 acre tsact and a corner of this tract;
THENGE S. 45°57'Q7" W., along the Wcstcrn boundary of said 1.S �tcrc tract, a distancc of 474.47
feet #o a 1/2" izon rod with cap marked "HRA" set in said eascment Iinc, for the Southwest conier
of said 1.5 acrc tract and a corncr of this tract;
THENCE West, along said cascmcnt line, a distance of 5.79 fect to a I!2" iron rod with cap inarked
"HRA" sct in the West linc of said Section 23 for the Southwest corner af this tract;
THFNCC N. 4Q°0$'36" E., along the West line of said Scctian 23, at S174.84 feet pass a 1/2" iran
rod with cap marked "fiRA" set in refcrence, continuing for a total distance of 5224.84 feet to the
Point of Beginning.
-[c�-
I�:�:ii:�il :
Propeily Description
Carllun North Property
A tract of land out of the South part of Sectinn 26, Blocic A, Lubbock Caunty, Texas, and being
more particularly dcscribccf as follows:
BEGINNING at a l Y:" iron pipc found for the Saatheast corner of said Section 26 and for the
Southeast and bcgi�ming carner ofthis tract;
THENCE S$9°30'41" W, along tlie Sauth line of said Section 26, a distance of 1814.3b feet to a
'/:" iron rod found far thc Southeast corner of a 4.99 acre tract and far a corner of this tract;
TFIENCE N 24°47'4$" E, a distance of 3 i'1.68 feet (Deed 320.73'), to a%z" iron rod and cap set
for a corner of fhis tract;
T�-iCNC� S 89°31'21" W, a cfistanc;e of 521.45 feet to �:'�" iron rod and cap set f'or a cacner of
this tract;
T�i�NCE S OQ°2A'39" E, a distance of $7.1 b fcet ta a'/x" iron rod found for a corner of tl�is Ecact;
THENCE S 89°31'2l" W, a distance of 435.60 fect to a'/Z" iron rod and cap faund for a con�er of
this tract;
THENCE S 00°28'03" E, a distance of 200 fcet ta �'/z" iron rod found in tlie South line of said
Section 26, for Ehe Southwcst corner of said 4.99 acre tract and for a corner oi tliis tract;
THCNCC S 89°30'4l" W, alang thc Sauth line of said Secliun 2G, a distancc of 2640.R5 fcct Eo u
'/Z" iran rod and cap found far the Southwest con�er of said Section 26 and for the Southwcst cocrxer
of t[�is tract;
TI�NGE N 00°22' 16" �'V, along the Wcst line of said Scction 26, u distance df 3300.6C fect to a
;�2" iron rod and cap set far the Southwest corner of Franklin Estates Tracts and for the Northivest
corner of lhis tract;
THENCE N 89°35'd0" C, aloug ihe South li��e of said Pranldin Lstates Tracts, a distance of
1831.10 fect to a%a" iron rod and cap set for the Sontheast camer oi said Franklin Estates Tracts
and for the Soutiiwest carner oF Barnard Tracts and for a comcr of this tract;
THENG� N$9°35'3G" E, along t11c Soutli line of said Barnard Tracts, a distance af 3448.68 fect
(Deed 3447.92') to a 2" iron pipe found in tlie East linc of said Scetion 26 for the Southeast corner
of Barnard Tracts and for the Norliieast curner of this tract;
THENCE S U0�19'OS"E, alrsnb the East line af said Scctaan 2b, a distance of 3?93.78 feet to thc
PLACF OF BEGTNNiNG.
�
Exhibit B to Per�ormance Agreement
EXHIBIT C
Farcn of Special Warranty Deed
Roberts Family Trust Property
NOT�CE OI' CONi�'IDCNTIALITY RICHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWINC INFORMATION
FROM ANY iIVSTRUMENT THAT TRANSFERS AN �NTEREST IN R�EAL PROPERTY
BEFORE IT IS TiLED TOR RECORD IN THE PUBLIC R�CORDS: YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIYCR'S LICENSE NUMB�R.
SPEC�AL WARRANTY DEED
STATE �F TEXAS
COUNTY O� LUBBpCK
KNOW ALL MEN BY T�-IESE PRESENTS:
LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC., a Texas non-profit
corporation {"Gruntor"}, for and in consideration of the sum of TEN DOLLA.RS ($10.d0) and
other good and valuable consideration, the receipt and safficiency of which are hereby
acknowledged, has GRANTED, SOLD and C�NVEYED, and by these presents docs GRANT,
SELL and CONVEY unto PLANT-AS-DNPS-003-1 LLC, a Delaware limited liability company,
whose mailing address is 333 Las Olas Way CU1, Fort Lauderdale, Florida 33301 ("Gran#ee"),
the real praperty ih Lubbock Counry, Tex�s, mar� fully described 3n Exhibit A, to�ether with atI
right, title and interest oPthe Grantor in and to such real property, including, without timit�tion,
all right, title, and interest of the Grantor in and to (i} all �roundwater, graundwater rights, and
other water rights associated with and relatin� to the real property and improvements, and any
mineral rights and otlier rights in or ta or relating to such real property and improvements; {ii} all
streets, roads, alleys, easements, rights of �vay, licenses, rights af ingress and egress existing or
proposed, a6uttin�, adjacent, used in connection �vith or pertaining to the real property and
improvements; (iii) any strips or gores .of real property beriveen such real property and abutting or
adjacent properties; and {iv) alt appurtenances anc! �ll reversions and eemainders in or to such real
property (except those created hereunder) (the "Property").
This Special Wananty Deed and the conveyance set forth hcrein is executed by Grantor
and accepted by Grantee SUBJECT TO alt previously reserved oil, gas, or other mineral rights; ail
rights of way, easements and prescrigtive rights �vhether of record or not; atl presently recorded
restrictions, reservations, covenants, conditions, oii and gas leases, a�d other instruments, other
than liens and conveyances, that affect the Praperty; rights of adjoining owners in aoy walls and
fenees situated on a common boandary, any discrepaneies, conflicts, or shortages in area or
baundary lines; any encroachments or overlapping af improve�nents; taxes for that portion of the
-12-
year accruing after the Effective Date, the payment of which Grantee assurnes; and subsequent
asscssmcnts €or that and prior ycars d«e io change in land usagc, a�mership, or 6oth, thc payment
of which Grantee assurrtes (collectively, the "Perm'etted Eneumbrances"}.
This Special Warraniy Dced and the conveyance set forth herein is subject to the fa({o�ving
right of rcvcrsion: It is expressly agrced that if Cra�itee fails to obtain rn�nceng or cammcncc
constructian on thc Praperty as sct forth in thc Pcrformancc Agrecmcnt within twcEvc months frvm
the Effective Datc of this Special Wairanty Deed, subject to any exceptions, permitted delays, or
tollin� periods contained in thc Perfarmancc Agrcemcnt or any delays caused by Grantor or any
force majeurc event, then Grai�tor shall have the rigl�t ta enter and take hack passcssion of the
Propccty. 1n the event Grantar exercises its right to enter and ta[ce back possession of the Property,
thcn Granfee agrees to exccutc and deliver to Grantor a Special Warranty Decd subject to the
Pcrmitted Encumbranccs.
TH1S CONVEYANCE IS AN ARMS-LENGTH CONVEYANCE BETWEEN T�iE
PARTIES. TIIE CONVCYANCE WAS BARGAINED ON THE BASIS OF AN AS IS, WI-�ERE
IS TRANSACTION AND REFL�CTS THC AGREEMENT OF THE PARTIES T�-JAT TI�ERC
ARE N4 REPRESENTATIONS, DISCLOSURES, OR EXPRESS OR 1MPLIED
WARRANTIES, EXCEPT FUR TI-�E SPECIAL WARItANTY 4F TITLE TO TI3E REAL
PR�PERTY STATCD IN THIS DEED AND GR.ANTOR'S R�PRESENTATIONS AND
WARRANTIES SET FORTH 1N T13E PERFORMANCE AGREEMENT BY AND AMONU
GRANTOR, GRANTEE, AND THE C�TY OF LUBBOCK, TEXAS, A TFXAS HOMF, RULE
MUNICIPALITY ("PERF4RMANCE AGREEM�NT") AND TiIF PURCt-IASE AND SALG
AGREEMENT BY AND BETWEEN GRANT�R AND GRANTEE ("�'URCHASE AND SALE
AGREEMFNT"').
EXCEPT FOR TIiE SPECIAL WARItANTY OF T1TLE TO THE REAL PitOPERTY
STATED IN THIS DEED AND GR.ANTOR'S REPRESENTATIONS AND WARRANTIES
SET FORTH IN THE PERFORMANCE AGREEAQENT AND THE PURCHASE AND SALE
AGR�EMGNT, THE PROPERTY IS CONVEYED TO GRANTEB IN AN AS IS, VI�HERr IS
C4NDITION, WITH ALL FAULTS. ALL WARRANTIES AR� Di5CLATMED, EXCEFT T}iE
SPECIAL WARRANTY OF TITLE TO THE REAL PROPERTY IN THIS DEED AND
GRANTOR'S REPRESENTATIONS AND WARRANTtES SET FORTH IN THE
Pi:RFQRMANCE AGREEMENT AND TI�IC PURCIiAS� AND SALE AGRi:�MENT.
GRANTCL SP�GIFICALLY ACKNOWLEDGES THAT BY AGQUIRING THE
PROPERTY, GRANT�E IS N�T RELYING �N ANY REPRESENTATIONS UR
WARRANTIES OP ANY KIND WHATSOE'VER, EXPRESS OR IMPLIED, FRONi
GRANT4R, ITS AGENTS, OR BROKERS AS TO ANY MATTERS C4NCERNING THE
PROPCRTY, OTHER TI-IAN TIIOSE SET FC?R1'H lN TI-IC PEitFORMANCE AGREEM�NT
AND THE PUI2CHASE AND SALE AGREEMENT.
-l3-
The Property may only be uscd in a manner that satisfies tlie use restrictions included in
one of the North An�erican Induslry Classi�catian Systern ("NAICS"} scctors dcscrihcd in Section
SO I.UO2(12) of the Texas Local Government Code in cffect an the date af this Deed or as sEich list
of sectars may bc expanded from tirne-io-timc; and dcscribed in Section 50] .10 I{2) of thc Texas
Loe1l Government Code in effeet on thc date of this Deed or as such list of sectors may be
expandcd fram time-to-time. These use restrictions shatl run with tlie land.
TO HAVE AND TO HOLD the Property �uito Grantee, iis successors and assigns forever;
and Grantpr dacs hcrcby bind itself and its succcssors to WARRANT AND F4R�VER DE�`END
the Properiy unto Grantce, its successors and assigns, a�ainst any person wl�omsoever lawfully
claiming or to claim thc sanie or any part thcrcof, by, through, or undcr Grantor, but nat othenvise,
and subject to the reservatians and exceptians to title set forth in this Speciai 'Vl�arranty Deed.
[Signature page failows.]
-14
EXECUTED as of , 2423 (the "Effective Date").
LUBBOCK EC4NOMIC DEV�LOPMENT
ALLIANCE, iNC., a Tcxas non-pro#it corporation
��
John Osborne, President and CEO
THE STATE OF TEXAS
C�UNTY OF LUBBQCK
This instn�meat was acknowledged beforc me on , 2023, by Jolin Osborn�,
President and CEO of Lubback Economic Development Alliance, Inc., a Texas non-profit
cor�oraiion, on bchalf of such nan-prafit corporatiott.
Notary Public, State uFTexas
-15-
Exhibit C to Performance Agreement
Exhibit A to Special Warranty Deed
Legal Description
Roberts Family Trust Praperty
METES AND B�UNDS DESCRIPTION oi a 299.10 acre tract, being that same tract described
in Volume 7653, .Aa�e 50 of the Official Pubiic Recozds of Lubbock County, Texas, located in
Section 23, Block A, John H. Gibson Sucvey, Lubbock Caunty, Texas, and being further described
as follows:
BEGiNNING at a"crass hatch" naiE with washer marked "HRA" set for the Northwest comer o€
Section 23, Bloek A, Jahn H. Gibsan Survey, Lubbock County, Texas, same bein� the Northwest
corner of this tract;
THENCE N. 89°S9'S7" E,, along the Narth tine of said Section 23, a distance of 2622.52 feet to a
I/2" iron rod found at the Narth�vest corner of an 1].8 acre tract described under County Clerk
File No. 202Q033841 of the Officiat Public Records of Lubboek Counry, Texas, and the Northeast
comer of this tract;
THENCE S. 00°O 1'31" W., afong the Westc�n boundary of various tracts, at 50.00 feet pass a l!2"
iron rod �vith cap marked "HRA" set in reference, at 2623.90 feet pass a 3/4" iron pipe found at
the Southwest camer o£a 1.0 acre tract described under County Clerk File No. 2008020881 af the
OffZcial !'ubtic Records of Lubbock County, Texas and the Norttawest corner of a 40.0 acre tract
described under Caunty Clerk File No. 20] 8048217 of the Official Public Records of Lubback
County, Texas, continuing along the Western boundary of said �40.0 acre tract for a total distance
of 4924.86 feet ta a 1/2" iron rod with cap marked "HRA" set for the Nartheast corner of a Q.6 acre
tract described under County Clerk File No. 2Q17020i 18 of the Official Public Records of
Lubbock County, Texas and the most Easterly Southeast corner of this tract;
THENCE West, along the Northern boundary of various tracts, continuing for a total distance of
1U63.21 feet to a 1/2" iron rod with cap marked "HRA" set for the Northwest corner of a 1.3 acre
tract described in Volume 3464, Page 252 of the Real Property Recards of Lubbock County, Texas
and an "ell" corner af this tract;
THENCE South, along the Western boundary of said 1.3 acre tract and a 0.3 acre tract described
in Valume 6671, Pa�e 14d of the Real Property Records of Lubbock County, Texas, a distance of
30Q.00 feet to a l/2" iran rod with cap marked "HRA" set in the North linc of a 40 foat right-of-
way easement described in VoIume 215, Page 184 of the Deed Records of Lubbock County, Texas,
for the Southwest corner of said 0.3 acre hact and the most Southerly Southeast corner of this tract;
THENCE West, along said easement tine, a distance of I35.39 feet to a 3l4" iron pipe found at the
Sautheast corner of a 1.4 acre tract described in Volume 423, Page 336 of the Deed Records of
Lubbock County, Texas, and a corner of this tract;
-16-
T�IENCE North, along the Eastern boundary �f said 1.4 acrc tract, a distance af 300.00 feet to a
1/2" iron rod �►uith cap markcd "HRA" set for tiic Nartheast corncr of said l.4 a�re tract and an
"el[" carner af this tract;
TI3ENCI: West, aiong the Narthern bounc�ary variaus tracts, a distance of 1088.00 feet to a l/2"
iron rod wiih cap mariccd "HRA" set for an "cll" corncr of a 1.5 acrc tract described under County
Clerk File No. 2009030777 of thc Offcial Public Records ofLubbock County, Te�as and an "etl"
c4rncr af this tract;
T�IENGE North, aEvng #hc Northern boundary ofsaid 1.5 acre tract, a distance of 29,$9 fect t� a
3/8" iron rad found at the Northwest corner of said 1.5 acre tract and a carner of ihis tract;
THENCE S. 45°57'07" W., along the Western boundary of said !.5 acre tract, a distance of 474.47
fcet to a 112" iran rod �vith cap marked "HRA" set in said easemcnt linc, for tke Southwest c�rncr
of said !.5 acrc tract and a corner of this tract;
THENCE West, along said cascment line, a distancc of 5.79 feet to a t/2" iron rod with cap markcd
"HRA" set in ihe West linc of said Section 23 for th� Southwest comer of tbis tract;
THGNCE N. 00°0$'36" E., along the West iine of said Sec:tion 23, at 5I 74.84 feet pass a l/2" iron
xod with cap cnarked "HRA" set in reference, continuing for a total distancc af 5224.84 feet to the
Paint of Bcgiuning.
-� �-
EXHIBIT D
Form of Special Warranty Deed
Carlton N�rth Properly
NQTICC O� CONFID�NTIALITY RIGHTS: iF YUU ARE A NATURAL PERSON, Y�U
MAY REMOVE OR STRIKE ANY OR ALL OF TH� FULLOWING LNFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL FROPERTY
BEFQRE IT iS FILED FOR RECORD II�T THE PUBLIC RECORDS: YOUR SQC[AL
SECURITY NUMBER OR YQUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRA�iTY DEED
STATC OF T'EXAS
COUNTY OF LUBBOCK
§
§ KNOW ALL MEN BY T�-IESE PR�SEN'TS:
§
LLIBBpCK EC(JNOMIC DF.VELOPMENT ALLIANCE, INC., a Tcxas non-prn6i
corporation ("Grantor"), for and in consideration of thc suan af TEN DOLLAR5 ($10.Q0} and
other good and valuable consideration, the receipt and sufficiency nf whici� are hereby
ackna�vledgcd, has GRANTLD, SOLD and CONVEY�D, and by ihcsc presents docs GRANT,
SELL and CONV�Y unto PLANT-AS-DNPS-003-1 LLC, a Dela►vare liniited liability company,
whose mailing address is 333 Las Olas Way CU1, Fort Lauderdale, Flarida 3330i {"Grantee"),
thc rcal property in Lubbock County, Texas, more fully describcd in Exhihit A, togcthcr �vitl� aIl
ri�ht, titic and intcrest of the Grantor in and to such rcal properly, includin�, witltout limitation,
aIi right, title, and interest af thc Grantar in and to (i} all groundwater, ground�vater rights, and
other «ater ri�hts associatcd �vith and relating to #he real propercy and improvements, and any
mineral rights and other rights in or to or relatin� ta such real property and ixnprovemcnts; (ii) all
streets, roads, alleys, easements, rights of way, liccnses, rights of inbress �nd cgress existing or
proposed, abutting, adjaccnt, uscd in conncction with or pertait�ing to the rcal �roperty and
impravemcnts; {iii) any strips or gores of rcal property hehvicen such rca[ praperty and abutting or
adjacen6 propertics; and (iv) al[ appurtcnanccs and aq reversions and remainders in or to sucl� real
properry (except those created hereunder} (the "Property").
This S�ecial Warranty Dced attd tiic ca����eyance set forth licrcin is axecutcd by Grantor
and acccpted by Grantee SUBJLCT TO all previausiy rescrved oil, gas, or other mineral rights; all
rights of �vay, easements and prescriptive rights wh�tlier of record or nat; all pr�sently r�corded
restrictians, reservatians, covenants, canditions, oiI and gas leases, and otl�er instn.�ments, othcr
than licns and conveyances, that affect the Property; rigl�fs of adjoiiling owncrs in any walls and
fences situated on a common boundary, any discrepancies, conflicts, or shortages in area or
boundary iines; any cncraachmcnts or overlapping of improvements; taxes for tl�at portion of thc
-1 S-
year accruing after the Effective Date, thc payment of which Grantee assumes; and subsequent
assessments %r that and prior years due ta change in land usage, ownership, ar bo#h, the payment
of wliich Grantee assumes (collectively, the "Permitted Encambr�nces").
This Special Wanranty Deed and thc canvcyance set forth i�erein is subject to the follo�ving
right of revei•sion: It is expressly a�reed tl�at if Grantee fails to obtain fnancing or commcnce
construction on the Praperty as set forth in the Pcrfarnlancc Agrce�ncnt, subject to any exceptions,
permittcd delays, or tolling periods contained in the Perfoi7nance Agreement or any delays caused
by Grantor or any farce majeure evcnt, then Grantor sliail have thc rigt�t to enter and take back
poss�ssion of thc Properiy. In thc event Grantor excrciscs its ri�ht to enter and take back
passession vf the Praperty, then Grantec agcees to execate and deliver to Grantor a Special
Warranty Deed subject to the Permi#Eed .Encumbrances.
TI-llS CONVEYANGE IS AN ARMS-LENGTH CONVEYANCE BETWEEN TIIE
PARTIES. TI�E CONVEYANCE WAS BARGAINED ON THE BASIS OF AN AS IS, WHERE
IS TRANSACTION AND REFLECTS TH� AGREEMENT 4F TIiE PARTIES THAT T�-ICRE
ARE NO REPRBS�NTATIQNS, UISCLOSURF.S, OR EXPRESS OR iMPLIED
V�'ARRANTIES, EXCEPT FOR THE SPECLAL WARRANTY OF TITLE TO THE RBAL
PROPERTY STATFD YN TF�IIS DE�D AND GRANTOR'S REPRESENTATIQNS AND
WARRANTIES SET FORTII IN T�I� PERFORMANCC AGREEMENT BY AND AMONG
GRANTOR, GRANTEE, AND TI-�E CITY OF LUBBQCK, TEXAS, A TEXAS HOME RULE
MUNICIPALITY ("PERFORMANCE AGREEMENT") AND THE PURCHASE AND SALE
AGRECMENT BY ANn BF.TWCEN GRANTOR AND GRANTFE {"PURCIiASE ANU SALE
AGREEMENT").
FXCEPT FOR THE SPECIAL WARttANTY OF TITLE TO THE RCAI. PRC}P�RTY
STATED IN TI�IS DEED AND GRANTOR'S RFPRESFNTATIONS ANv WARitANT1ES
SET F�RTH IN THE PERFORMANCE AGREEMENT AND THE PURCI3ASE AND SA,LE
AGRE�MENT, THE PROYERT'Y IS C'ONV�YLD TO GRANTEE IN AN AS IS, VJHERE IS
CONDIT[ON, `IVITH ALL FAULTS. ALL WARRANTIES ARE DISCLAIMED, CXCEPT TI-iE
SPECIAL WARRANTY OF TITLE TO THE RCAL PRO.FLRTY IN THIS UEED AND
GRA,NTOR'S REPRESENTATIONS AND WARRANTIES SET FORTH IN TIIE
PERF4RMANCE AGREEMENT AND TiIr PURCHASE ANU SALE AGRCCMENT.
GRANTEE SPECIPICALLY ACKNOWLEDG�S THAT BY ACQUIRING THE
PROPERTY, GRANTEE iS NOT RELYING ON ANY REPRESENTATIONS OR
'4�VARRANTIES UF ANY KiND WNATSOEVER, EXPRESS OR IMPLIED, FRUM
GRANTOR, IT5 AGENTS, OR BROKERS AS TO ANY MATTERS CONC�RNING THE
PROPF.RTY, OTHER TI�AN THOSE SET FORT�i IN TH� PERFORMANGE AGR�EMENT
ANU T�-IE PURCHASE AND SALE AGK�EM�NT.
Thc Property may on[y bc used in a manner tha# satisfcs the use restrictions included in
one af the North America�� Industry Ciassifieation Syst�m ("NAICS") sectors described in SecEion
-19-
541.002(I2) of the Texas Lvcal Goverr�Fnent Code in et%ct on the date of this Deed or as such list
of sectors may be expanded from time-to-firnc; and described in Section SOl .l U I(2) af the Texas
Locat G�vernmont Codc in effcct on the date of this Deed or as such list of scctors may bc
expanded from time-to-timc. These use restrictions shall �n with the land.
TO I�AVE AND T'O HOLD the Property unto Grantee, its s�tcccssoes and assigns forever;
and C;rrantor does hereby bind itself and its successors ta WARRANT AND �OREVER DEFEND
the Property unto Grantec, its successors and assigns, against any person �vhomsoever la�vfully
claiming or to claim the same or any part thcrcof, by, through, or under Grantor, but not othcrwisc,
and subject to thc roservations and exccptions to title sei forlh in this Special Wanraaty Deed.
[Signature page foliows.]
-20-
EXECLTTED as of , 2023 (the "Effective Datc").
LUBBOCK ECONOMIC DEVELOPMENT
ALLIANCE, IN'C., a Texas non-profit corporativn
:
Jahn Osborne, President and CEO
THE STATE OF TEXAS
COUNTY OF LUBBOCK
This instrument was acknowledged beforc me on , 2023, by John Osborne,
President and CEO of Lubbock Economic Development AlIiance, Inc., a Texas nan-pro�t
corporation, on behalf of such non-prafit corporation.
Notary P�blic, State of Texas
_21_
Exhibit A to Special Warranty Deed
T.egal Description
Carlton North Property
A trac! of Iand out of the Sauth part of Section 26, Block A, Lubbock Caunty, Teaas, and being
rnorc particularly describrd as follaws:
BEGINNIlVG at a I%:" iron pipe found far the Southeast corner o£ said Section 26 and for the
Sautheast anc! beginning corncr of this iract;
THENCE S 89°30'4I" W, along the South line of said Section 26, a distance af 1814.3b feet to a
'!z" iron rod found far the Souiheast carner af a 4.99 aere tract and €or a corncr of this tract;
THENCE N 24°47'48" E, a distance oP 3] 7.68 feet (Deed 320.73'), to a'/�" iron rod and cap set
for a corner uf this tract;
TI-ICNCE S$9°3l'2i" W, a distance of S21.4S feet to a'/z" iron rod and c�p set foe a corncr of
this tract;
THCNCE S 00°28'39" E, a distance of 87. t6 fect to a'/" iron rnd found for a corncr af t1�is tract;
THENGE S 89°31'21" W, a distance of 435.E0 feet to a'/z" iron rad and cap faund far a car�ter of
this tract;
TI�ENCE S 00°2$'43" C, a disEancc of 200 %ct ta a'h" iron rod f'ound in thc South tinc of saicl
SecEion 26, for thc Sauthwest corner of said 4.99 acre tract and f'or a corncr of tliis tract;
Ti3FNGL S 89°30'41" W, along the Sauth line of said Section ?b, a distance of 2640.85 feet tu a
%x" iron rod and cap found for the Southwcst carner of'said Section 2G and for thc Southwest corncr
of this tract;
TEIENCE N�0°22' IG" W, along the Wesl line of said Section 2G, a distance af 3300.66 fect to a
%z" iron rod and cap set far the Southwest carner of F��t�klin Estates Tracts and for the Northwest
corncr of fhis tract;
THENGE N$4°3S'()4" C, alon�; the South linc of said Franklin �statcs Tracts, a distancc of
1831.10 fcct to a;�" iron rod and cap set for thc Southeasi corner of said Franklin Estates Tracts
and for the Southwest corncr af Barnard Tracts and for a corner of this tract;
THENCE N 89°35'3G" �, alon�; tl�c SoutIi liiie of said Bamard Tracts, a distancc; oi' 3448.68 fcct
(Ueed 3447.92' ) to a 2" iron pipe foand in the East line of said Section 26 for the Southeast corner
af Barnard Tracts and fur tl�c Northcast corncr af this tract;
TI IENC� S QO° i 9'OS"E, along thc East iine of said Scctian 26, a distance of 3293.'78 feet to the
PLACE OF BEG1NNiNG.
-2?_
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T�tie Purchase and Sale Agreement - LEDA x PLANT-AS
File name Purchase and Sale.,._8 draft - Cl.pdf
Document ID 3f43f3dd 174492c2114194e837a613a92388285f
Audit trail date format MM / DD / YYYY
stocus • Pending signature
Document History
�
88NT
06 / 22 / 2023 Sent for signature to Richard Dent III
17:00:08 UTC-4 (richard.dent@plant-as.com) and John Osborne
(john@ma�icetlubbock.org) from admin@plant-ag.co
IP: 71.30.166.8
� 06 / 22 ! 2023
vieweo 17:42:29 UTC-4
, .� 06 1 22 /2023
siaNeo 17:42:52 UTC-4
O 06 I 22 / 2023
INCOMPIET@ 17:42:52 UTC-4
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Viewed by Richard Dent III (richard.dent(cDplant-as.com)
IP: 174.211.110.165
Signed by Richard Dent III (richard.dent@plant-as.com)
IP: 174.211.110.165
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