HomeMy WebLinkAboutResolution - 2023-R0375 - LEDA & LP&L Real Estate Purchase And Sale Agreement, Market Lubbock Inc - 08/08/2023Resolution No. 2023-R0375
Item No. 7.6
August 8, 2023
RESOLUTION
BE TT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute
for and on behalf of the City of Lubbock, an Agreement of Sale and Purchase regarding certain
real property located in Section 5, Block A, Lubbock County, Texas, by and between the City
of Lubbock and Market Lubbock Economic Development Corporation, and related documents.
Said Agreement is attached hereto and incorporated in this resolution as if fully set forth herein
and shall be included in the minutes of the City Council.
Passed by the City Council on Au u� st g, 2023
TRAY , OR
ATTEST:
Courtney Paz, City Secretary
APPROVED AS TO CONTENT:
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APPROVED AS TO FORM:
Amy L. S' s, Deputy Ci y Attorney
RES.Contract-Market Lubbock Agreement of Sale and Purchase
Resolution No. 2023-R0375
AGREEMENT OF SALE AND PL7RCHASE
THIS AGREEMENT is made and entered into on the date set forth on the signature page
hereof, by and between MARKET LUBBOCK ECONOMIC DEVELOPMENT
COR�'ORATION., a Texas non-profit corporation, whose mailing address is 1500 Broadway,
Suite 600, Lubbock, Texas 79401 ("Seller"), and THE CITY OF LUBBOCK, TEXAS, a
Texas home-rule municipal corporation, whose mailing address is P O Box 2000, Lubbock, Texas
79457 ("Buyer").
1. A�reement to Sell. Upon and in consideration of the terms, conditions, covenants,
representations, and warranties hereinafter set forth, Seller agrees to sell and Buyer agrees to buy
the land described below, together with any improvements thereon and all rights, privileges and
appurtenances pertaining thereto, situated in Lubbock County, Texas, and more particularly
described as follows:
METES AND BOiJNDS DESCRIPTION of a 0.5859 acre tract located in Section 5, Block
A, Lubbock County, Texas, being a portion of that properiy previously described in County
Clerk File Number (CCFN) 2007001225, Ofiicial Public Records of Lubbock County,
Texas (OPRI,CT), being further described as follows:
BEGINNING at a 5/8" iron rod with cap marked "HUGO REED & ASSOC."
(N=7,288,667.89,' 963,299.60', NAD83 TXNC), found in the North line of said Section 5,
at the Northwest corner of Tract 1, North-East Industrial Addition to the City of Lubbock,
Lubbock County, Texas, according to the map, plat and/or dedication deed thereof recorded
in Volume 1865, Page 424, Deed Records of Lubbock County, Texas (DRLCT), for the
Northeast corner of this tract;
THENCE S. O1 ° 15' 16" W., along the West line of said Tract l, a distance of 451.32 feet
to a 5/8" iron rod found at the Southwest corner of said Tract 1 and the Southeast corner of
this tract;
THENCE S. 66° 25' 19" W., along the North line of that tract described in CCFN
2021034659, OPRLCT, a distance of 60.60 feet to a 1/2" iron rod with cap marked "HUGO
REED & ASSOC." set for the Southwest corner of this tract;
THENCE N. O1° 15' 16" E., 55.00 feet West of and parallel to the West line of said Tract
1, a distance of 476.67 feet to a 1/2" iron rod with yellow cap marked "HUGO REED &
ASSOC." set in the North line of said Section 5, for the Northwest corner of this tract;
T�iENCE S. 88° 51' 32" E., along the North line of said Section 5, a distance of 55.00 feet
to the Point of Beginning,
hereinafter called the "Property."
2. Consideration. Purchaser agrees to pay to Seller at Closing the fair market value of
the Property being the sum of TEN AND NO/100 DOLLARS ($ 10.00) (the "Purchase Price").
3. Title. Buyer, at its sole cost and expense, may obtain a commitment of Title Insurance
(the "Commitrnent") issued by Service Title Co., Lubbock, Texas (the "Title Company"), which
commitment shall obligate the Title Company to issue a title insurance policy naming Buyer as the
insured and insuring the land and improvements for the amount of the Purchase Price. The cost of
such title policy shall be at }3uyer's sole cost and expense. Buyer will have thirty days from receipt
of the Commitment to either accept same or advise Seller of any objections to title. If Buyer fails to
notify Seller of any objections to title within said thirty day period, Suyer shall be deemed to have
accepted a11 title matters, requirements and objections set forth in such commitrnent and survey except
that the requirements in Schedule C of the Commitment are not waived. If objections are timely
raised, Seller shall have the right (but not the obligation) to attempt to cure said objections. If Seller
fails or is unable to cure said objections prior to the date set forth herein for closing, this Agreement
may be terminated at Buyer's election, or Buyer, at Buyer's option, may elect either to waive the
issuance of a policy of Title Insurance or to accept a Title Insurance policy subject to such outstanding
title matters, requirements or objections and to proceed to closing.
4. Survey. Buyer, at its sole cost and expense, may have the Properly surveyed.
5. Inspection. Buyer will have a period until Closing (as that term is defined
below) to inspect the Property at its sole cost and expense including, without limitation, a Phase I
environmental survey. Seller shall allow Buyer, its agents, employees, and representatives
reasonable access to the Property in order to conduct such inspections. If Buyer determines, in
Buyer's sole discretion, that such inspection is not acceptable to Buyer, Buyer may terminate this
Agreement by delivering written notice to Seller on or before Closing, in which case this
Agreement shall terminate.
6. Closin�. The Closing of the transaction contemplated by this Agreement (the
"Closing") shall occur at the offices of the Title Company at 10:00 o'clock a.m. on June 23, 2023,
unless some other time and place of closing is mutually agreed upon by the parties. At the Closing,
Seller shall deliver to Buyer a special warranty deed conveying the Property to Buyer in substantially
the form set forth on Exhibit A, attached hereto and made a part hereof for all purposes, and any
transfer documents required by the Title Company. At the Closing, Buyer shall deliver to Seller the
Purchase Price. Possession of the Property shall be delivered to Buyer at Closing. Unless
otherwise set forth in this Agreement, all closing costs shall be borne by Buyer.
7. Ta�ces. Seller shall be responsible for and pay all ad valorem taxes assessed against
the Property for 2022 and all other years prior to Closing. Taxes for 2023 shall be prorated
between the parties as of the date of Closing. Buyer and Seller each as a governmental unit may be
exempt from payment of its share of ad valorem taxes. Nothing herein shall be construed to waive
such exemption.
8. Representations and Authoritv of the Parties. Each party to this Agreement represents
that such party is fully authorized and empowered to execute this Agreement and to close the
transaction contemplated hereby pursuant to the terms and provisions hereof. Furthermore, Seller
makes the following representations:
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a. There is no tenant or other party in possession of the Property;
b. Seller has good and indefeasible title to the Property subject to all instruments of
record except liens and conveyances.
All of these representations and warranties shall survive the Closing.
9. Notices. All notices, requests, demands, and other communications required or
permitted by this Agreement shall be in writing and shall be deemed to have been delivered if
delivered in person to the party entitled thereto, against receipt, or if deposited in the United States
mail, postage prepaid, certified mail, return receipt requested, addressed to the party entitled thereto
at the address shown below. In the case of mailing, the time of receipt shall be deemed to be three
days after depositing in the mail addressed to the addresses set forth on page one of this agreement.
10. Default. If all the conditions precedent to the Closing of the transaction contemplated
herein are met in accordance with this Agreement, except that Seller refuses to go forward to the
Closing or otherwise fails or refuses to consummate the sale, Buyer sha11 have the right to enforce
specific performance or sha11 have the right to pursue any other legal or equitable remedies available
to it. If all the conditions precedent to the Closing of the transaction contemplated hereby are met in
accordance with this Agreement except that Buyer refuses to go forward to the Closing or otherwise
fails or refuses to consummate the sa1e, Seller may enforce specific performance or pursue any other
legal or equitable remedy available to them.
11. Risk of Loss. Seller assumes all risks of destruction, loss, or damage due to fire, hail,
crop failure, or other casualty up to the Closing Date.
12. Law Governin�. This Agreement shall be construed in accordance with the laws of
the State of Texas.
13. Successors and Assigns. This Agreement sha11 inure to the benefit of the parties hereto
and to their respective heirs, personal representatives, successors, and assigns.
14. Survival of Representations. All representations, covenants, and warranties contained
herein shall survive the Closing of the transaction contemplated hereby.
15. Entire . This Agreement contains the entire agreement of the parties with respect to
the matters covered hereby and supersedes all prior and contemporaneous agreements by the parties.
It may be amended or modified only in writing executed by both parties.
16. Severabilitv. If any provision of this Agreement or the application thereof to any
person or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remaining
provisions of tlus Agreement shall not be affected thereby and shall continue to be valid and
enforceable.
17. Nonwaiver. The failure of either pariy to insist upon the strict performance of any
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term or condition of this Agreement shall not be deemed a waiver of any right or remedy that that
parly may have, and shall not be deemed a waiver of any subsequent breach of any such term or
condition.
18. Attorne 'sy Fees. If any action at law or in equity is brought to enforce the provisions
of this Agreement, the prevailing party sha11 be entitled to recover reasonable attorney's fees from the
other party, which fees may be set by the court at the trial of such action or may be enforced in a
separate action brought for that purpose, and which fees sha11 be in addition to any other relief which
may be awarded.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, this Agreement is executed and effective as of the�ay of
April, 2023.
SELLER: MARKET LUBBOCK ECONOMIC DEVELOPMENT
CORPORATION
By:
Jo sborn , EO and President
BUYER: CITY OF LUBBO TE
By:
Tray Payne ar
E�H�BIT A
Form of Warranty Deed
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY
BEFORE IT IS FILED FOR KECORD IN THE PUBLIC RECORDS: YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
Date: August 8 , 2023
Grantor: MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION
Grantor's Mailing Address (including county):
1500 Broadway, Suite 600
Lubbock, Lubbock County, Texas 79401
Grantee: CITY OF LUBBOCK, TEXAS
Grantee's Mailing Address (including county):
P.O. Box 2000
Lubbock, Lubbock County, Texas 79457
Consideration:
Ten and No/100 Dollars ($10.00) and other good and valuable consideration to the
undersigned paid by the Grantee, the receipt of which is hereby acknowledged.
Property (including any improvements):
METES AND BOUNDS DESCRIPTION of a 0.5859 acre tract located in Section 5, Block
A, Lubbock County, Texas, being a portion of that property previously described in County
Clerk File Number (CCFN) 2007001225, Official Public Records of Lubbock County,
Texas (OPRLCT), being further described as follows:
BEGINNING at a 5/8" iron rod with cap marked "HUGO REED & ASSOC."
(N=7,288,667.89,' 963,299.60', NAD83 TXNC), found in the North line of said Section 5,
at the Northwest corner of Tract 1, North-East Industrial Addition to the City of Lubbock,
Lubbock County, Texas, according to the map, plat and/or dedication deed thereof recorded
in Volume 1865, Page 424, Deed Records of Lubbock County, Texas (DRLCT), for the
Northeast corner of this tract;
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THENCE S. O1 ° 15' 16" W., along the West line of said Tract 1, a distance of 451.32 feet
to a 5/8" iron rod found at the Southwest corner of said Tract 1 and the Southeast corner of
this tract;
Ti iENCE S. 66° 25' 19" W., along the North line of that tract described in CCFN
2021034659, OPR[.CT, a distance of 60.60 feet to a 1/2" iron rod with cap marked "HUGO
REED & ASSOC." set for the Southwest corner of this tract;
THENCE N. O 1° 15' 16" E., 55.00 feet West of and parallel to the West line of said Tract
1, a distance of 476.67 feet to a 1/2" iron rod with yellow cap marked "��[JGO REED &
ASSOC." set in the North line of said Section 5, for the Northwest corner of this tract;
THENCE S. 88° 51' 32" E., along the North line of said Section 5, a distance of 55.00 feet
to the Point of Beginning,
Reservations from and Exceptions to Conveyance and Warranty:
Easements, rights-of-way, and prescriptive rights, whether of record or not; all
presently recorded restrictions, reservations, covenants, conditions, oil and gas leases,
mineral severances, and other instruments, other than liens and conveyances, that affect the
Property; rights of adjoining owners in any walls and fences situated on a common
boundary, any discrepancies, conflicts, or shortages in area or boundary lines; any
encroachments or overlapping of improvements; taxes for 2023, the payment of which
Grantee assumes; and subsequent assessments for that and prior years due to change in
land usage, ownership, or both, the payment of which Grantee assumes.
Grantor, for the Consideration and subject to the Reservations from and Exceptions to
Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all
and singular the rights and appurtenances thereto in any wise belonging, to have and hold it to
Grantee, Grantee's heirs, executors, administrators, successors, or assigns forever. Grantor hereby
binds Grantor and Grantor's heirs, executors, administrators, and successors to warrant and forever
defend all and singular the Property to Grantee and Grantee's heirs, executors, administrators,
successors, and assigns, against every person whomsoever lawfully claiming or to claim the same
or any part thereof, by, through, or under Grantor, but not otherwise, except as to the Reservations
from and Exceptions to Conveyance and Warranty.
When the context requires, singular nouns and pronouns include the plural.
MARKET LUBBOCK ECONOMIC DEVELOPMENT
CORPORATION
By:
John Osborne, CEO and President
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STATE OF TEXAS §
§
COUNTY OF §
This instrument was acknowledged before me on the day of , 2023,
by John Osborne, CEO and President of Market Lubbock Economic Development Corporation, a
Texas non-profit corporation, on behalf of said corporation.
Notary Public, State of Texas
AFTER RECORDING RETURN TO:
City of Lubbock, Texas
1314 Avenue K, lOth Floor
Lubbock,Texas 79401