Loading...
HomeMy WebLinkAboutResolution - 2001-R0309 - Contract For Sale - Frankie R. Farmer - 08/30/2001Resolution No. 2001-RO309 August 30, 2001 Item No. 31 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Contract for Sale, by and I etween the City of Lubbock and Frankie R. Farmer, attached herewith, and any associated documents, which Contract shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 30th day of ATTEST: Rebecca Garza, City Secreta APPROVED AS TO CONTENT: Ed Bucy, Right -of -W y Agent APPROVED AS TO FORM: Richard K. Casner Natural Resources Attorney gs: /ccdocs/FrankieR. Farmer. res August 13, 2001 August , 2001. IZINTMIM �. Resolution No. 2001—RO309 ITB #[Number], [Title] CONTRACT FOR SALE THIS CONTRACT, effective as of August 30, 2001 (the "Effective Date"), is made by and between the undersigned bidder (the "Buyer"), and the City of Lubbock, a Texas Home Rule Municipal Corporation (the "Seller"). WITNESSETH: WHEREAS, Seller owns that certain tract of land located in Lubbock County, Texas, being described on Exhibit "A" attached hereto (the "Land"); and WHEREAS, Seller desires to quitclaim the Land, the rights appurtenant to the Land, and the fixtures affixed to the Land (collectively, the "Property") to Buyer. ARTICLE I SALE AND PURCHASE Section 1.1. Subject to the terms and conditions of this Contract, Seller shall quitclaim and Buyer shall purchase and pay for, on August 30, 2001, or at such time thereafter as the Seller may direct (the "Closing Date"), without warranty, either expressed or implied, the Property. ARTICLE II PURCHASE PRICE Section 2.1. Purchase Price. The Purchase Price (herein so called) to be paid by Buyer to Seller for the Property shall be $22,200.00. Section 2.2. Payment of Purchase Price. The Purchase Price shall be payable to Seller, in cash or other immediately available funds, at the Closing Date. ARTICLE III INDEPENDENT INVESTIGATION AND DISCLAIMER Section 3.1. Independent Evaluation. Buyer has made an independent inspection and evaluation of the Property and the title to same and acknowledges that Seller, except as provided in the Contract Documents, as defined below, has made no statements or representations concerning the present or future value of the Property, the state of the title to the Property, the condition, including the environmental condition of the Property, or the anticipated income, costs, or profits, if any, to be derived from the Property. FURTHER, SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO THE DESCRIPTION, TITLE, INCLUDING, WITHOUT LIMITATION, TO THE EXISTENCE OF LIENS AGAINST THE PROPERTY, THE VALUE, QUALITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND/OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY AND/OR IMPROVEMENTS LOCATED THEREON, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Buyer further acknowledges that, in entering into this Contract, he/she/it has relied solely upon his/her/its independent evaluation and examination of the Property and public records relating to the Property and the independent estimates, computations, evaluations and studies based thereon. Seller makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Buyer, if any, whether furnished by Seller or any other third party. Seller, its officers, employees, elected officials and agents assume no liability for the accuracy, c:lmydocu ments\bidforms100Auction RE. doc ITB #[Number], [Title] completeness or usefulness of the material furnished by the Seller, or any of its officers, employees, elected officials and/or agents, if any, and/or any other person or party. Reliance on any material so furnished shall not give rise to any cause, claim or action against Seller, its officers, employees, elected officials and/or agents, and any such reliance shall be at Buyer's sole risk. Section 3.2. Disclaimer -No Warranty, Expressed or Implied. THE QUITCLAIM OF THE PROPERTY SHALL BE ON A "WHERE IS", "AS IS" AND "WITH ALL FAULTS" BASIS, AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO TITLE, INCLUDING, BUT NOT LIMITED TO THE EXISTENCE OF LIENS AGAINST THE PROPERTY, THE DESCRIPTION, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND/OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY AND/OR IMPROVEMENTS LOCATED THEREON, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, QUALITY, VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE. Buyer has satisfied hisself/herself/itself, as to the title, type, condition, quality and extent of the property and property interests which comprise the Property he/she/it is receiving pursuant to this Contract. ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER Section 4.1. Representations, Warranties and Covenants of Buyer. To induce Seller to enter into this Contract and to consummate the sale and purchase of the Property in accordance herewith, Buyer represents and warrants to Seller, as of the Closing Date, that: (a) Buyer has the full right, power and authority to purchase the Property from Seller as provided in this Contract and to carry out all of Buyer's obligations under this Contract, and all requisite action necessary to authorize Buyer to enter into this Contract and to carry out Buyer's obligations hereunder have been, or on or before the Closing Date, will have been taken. (b) Buyer hereby acknowledges that Buyer has been advised by Seller that it should conduct, and Buyer acknowledges, and represents and warrants to Seller, that it has conducted all investigation activities described herein. (c) Buyer has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction.and has not taken any action which would result in any real estate broker commissions or finders' fee or any other fee or fees payable to any other party with respect to the transaction contemplated in this Contract. (d) Buyer shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations relating, in any way, manner or form, to any aspect of the transaction contemplated by this Contract. Section 4.2. Survival Beyond Closing. The representations, warranties and covenants of Buyer contained in this Contract, as set forth in this Article IV shall survive the Closing. ARTICLE V INDEMNITY AND RELEASE Section 5.1. Indemnity. TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER RELEASES AND SHALL INDEMNIFY AND HOLD HARMLESS SELLER, AND SELLER'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND AGENTS, FROM AND AGAINST ANY AND ALL c:\mydocuments\bidforms\OOAuctionRE.doc 2 ITB #[Number], [Title] CLAIMS WHICH ARISE DIRECTLY OR INDIRECTLY, OR ARE RELATED, IN ANY WAY, MANNER OR FORM, TO THE TRANSACTIONS AND ACTIVITIES CONTEMPLATED HEREUNDER, THE OMISSION OF THE TRANSACTIONS AND ACTIVITIES HEREUNDER, OR CAUSED BY, CONNECTED WITH, OR RELATED TO THE PRESENCE, DISPOSAL, OR RELEASE OF ANY MATERIAL OF ANY KIND INCLUDING, WITHOUT LIMITATION, HAZARDOUS SUBSTANCES, AS DEFINED IN THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT (42 U.S.C.S. §9601(14)), AND THE REGULATIONS PROMULGATED THEREUNDER, AS EACH OF SAME MAY BE AMENDED, PETROLEUM AND PETROLEUM PRODUCTS AND BYPRODUCTS AND/OR ASBESTOS IN ANY FORM, FROM OR UPON THE PROPERTY AT THE TIME IT IS CONVEYED TO BUYER OR THEREAFTER, EVEN THOUGH ANY OF THE ABOVE ARE CAUSED, OR CONTRIBUTED TO, BY THE NEGLIGENCE, OF ANY KIND, TYPE OR DEGREE, OR FAULT OF SELLER, ITS RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AID/OR AGENTS. THE BUYER FURTHER COVENANTS AND AGREES TO DEFEND ANY SUITS OR ADMINISTRATIVE PROCEEDINGS BROUGHT AGAINST THE SELLER, AND/OR THE SELLER'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS ON ACCOUNT OF ANY SUCH CLAIM, AND TO PAY OR DISCHARGE THE FULL AMOUNT OR OBLIGATION OF ANY SUCH CLAIM INCURRED BY, ACCRUING TO, OR IMPOSED ON THE SELLER, THE SELLER'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS, AS APPLICABLE, RESULTING FROM ANY SUCH SUITS, CLAIMS AND/OR ADMINISTRATIVE PROCEEDINGS OR ANY MATTERS RESULTING FROM THE SETTLEMENT OR RESOLUTION OF SAID SUITS, CLAIMS, AND/OR ADMINISTRATIVE PROCEEDINGS. IN ADDITION, THE BUYER SHALL PAY TO THE SELLER, THE SELLER'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS, AS APPLICABLE, ALL ATTORNEYS' FEES INCURRED BY SUCH PARTIES._ Section 5.2. Survival Beyond Closing. The indemnity provisions contained in this Contract, as set forth in this Article V, shall survive the Closing. ARTICLE VI EARNEST MONEY Section 6.1 Earnest Money. Buyer shall deposit ten percent (10%) of the Purchase Price, as Earnest Money (herein so called), in cash or cashier's check, with Victor Kilman, P. O. Box 2000, Lubbock, Texas 79457, (806) 775-2165, upon execution of this Contract by Buyer. In the event Buyer shall not be awarded the bid for the purchase of the Property, the Earnest Money shall be returned to the Buyer, upon Buyer's execution of a release satisfactory in form and substance to Seller, on or before ten (10) business days after the awarding of the successful bid. Seller shall be deemed to have offered to return the Earnest Money deposit upon contacting Buyer at the address and/or phone number set forth in the Bid Form described in Section 11.01, below. ARTICLE VII CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE Section 7.1. Breach of Buyer's Representations, Warranties and Covenants. Seller is not obligated to perform under this Contract unless all of the representations, warranties, covenants and agreements of Buyer set forth in this Contract are true and correct in all material respects as of the Closing Date. ARTICLE VIII CLOSING Section 8.1. Place of Closing. The Closing (herein so called) shall take place on the Closing Date in the offices of the City of Lubbock, Office of the Right -of -Way Agent, Ed Bucy, 1625 13th Street, Lubbock, Texas. c:\mydocuments\bidforms\OOAuctionRE.doc ITB #[Number], [Title] Section 8.2. Closing. (a) Items to be Delivered at Closing - Seller. At Closing, Seller shall deliver to Buyer, at its sole cost and expense, the following item: (i} A Quitclaim Deed, in the form attached hereto as Exhibit "B", duly executed by Seller and acknowledged. Buyer shall be responsible for any and all costs associated with the recording of said Quitclaim Deed by Seller. (b) Items to be Delivered at Closing - Buyer. At Closing, Buyer shall deliver to the Seller the following items: (i) the cash sum required by Section 2.1, less the ten percent (10%) earnest money; (ii) A Quitclaim Deed, in the form attached as Exhibit "B", duly executed by Buyer and acknowledged; (iii) any other items reasonably requested by the Seller as administrative requirements for consummating the Closing. Section 8.3. Responsibilities of Buyer. Notwithstanding anything to the contrary herein, this Section 8.3 shall survive the Closing. Buyer shall be solely responsible for the following items: (a) All ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur and all previous years, if any, shall be the sole responsibility of Buyer and Buyer shall promptly pay such ad valorem taxes when due or when same become due and owing, as applicable. ARTICLE IX DEFAULTS AND REMEDIES Section 9.1. Seller's Default; Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract if Seller fails to meet, comply with, or perform in any material respect any obligation on Seller's part required herein within the time limits and in the manner required by this Contract. (b) Buyer's Remedies. If Seller is in default hereunder, Buyer may, as Buyer's sole and exclusive remedy, terminate this Contract and, following the expiration of five (5) calendar days after written notice delivered to Seller, receive the Earnest Money as liquidated damages. Section 9.2 Buyer's Default; Seller's Remedies. (a) Buyer's Defaults. Buyer is in default under this Contract if Buyer fails to: (i) meet, comply with, or perform in any material respect, any obligation on Buyer's part required herein within the time limit and in the manner required by this Contract. (b) Seller's Remedies. If Buyer is in default under this Contract, Seller may terminate this Contract and retain the Earnest Money and bring an action for specific performance or damages, and pursue any other remedy available to Seller at law, in equity and under the terms of this Contract. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any other right or remedy and all rights and remedies shall be cumulative. c:\mydocuments\bidforms\OOAuctionRE.doc 4 ITB #[Number], [Title] ARTICLE X NOTICE Section 10.01. Notice. Whenever notice from Buyer to Seller or from Seller to Buyer is required or permitted by this Contract and no other method of notice is provided, such notice shall be given by (i) actual delivery of the written notice to the other party by hand or telephone facsimile (in which case such notice shall be effective upon delivery); or (ii) by depositing the written notice in the United States mail, postage prepaid, properly addressed to the other party at the address provided in this article, registered or certified mail, return receipt requested, in which case such notice shall be effective on the third business day after such notice is so deposited. are: Section 10.02. Seller's Address. The Seller's address and numbers for the purpose of notice are: SELLER: CITY OF LUBBOCK Ed Bucy Right -of -Way Agent P. 0. Box 2000 Lubbock, Texas 79457 (806) 767-2165 Section 10.03. Buyer's Address. The Buyer's address and numbers for the purpose of notice BUYER: Frankie R. Farmer P.O. Box 1823 Lubbock,Texas 79408 (806) 775-2509 (Work Telephone Number) (806) 795-0560 (Home Telephone Number) ARTICLE XI MISCELLANEOUS Section 11.01. Entire Agreement. This Contract, including all exhibits and parts hereof (the "Contract Documents"), contain the entire agreement between the Seller and Buyer, and there are no other written or oral promises, conditions, warranties, or representations relating to or effecting the matters contemplated herein. Section 11.02. Amendment. No amendment, modification, or alteration of the terms of this Contract shall be binding unless such amendment, modification, or alteration is in writing, dated subsequent to the date of this Contract, and duly executed by the Seller and Buyer. Section 11.03. Construction and Venue. THIS CONTRACT AND THE TRANSACTIONS CONTEMPLATED HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS AND ACTIVITIES CONTEMPLATED HEREBY. c:\mydocuments\bidforms\OOAuctionRE.doc ITB #[Number], [Title] Section 11.04. Severability. If any provision, or part thereof, of this Contract is ever held to be invalid or ineffective by any court of competent jurisdiction with respect to any person or circumstance, the remainder of this Contract and the application of such provision to persons and/or circumstances other than those with respect to which it is held invalid or ineffective shall not be affected thereby. Section 11.05. Successors and Assigns. This Contract binds and inures to the benefit of the Seller and Buyer, and to Seller's, and to the extent permitted, Buyer's, respective successors, legal representatives, heirs, devisees and assigns. Section 11.06. Risk of Loss. If any part of the Property is materially damaged or destroyed by fire or other casualty loss, Buyer may either (i) terminate this Contract, provided that notice of termination is given by Buyer to Seller, as provided herein, on or before the Date of Closing; or (ii) accept the Property in its damaged condition and close the transaction contemplated by this Contract. Section 11.07. Attorney's Fees. If either party hereto shall be required to utilize an attorney to enforce or defend the rights of such party hereunder, the prevailing party shall be entitled to recover its reasonable attorney's fees. Except as otherwise provided herein, each party hereto shall be solely responsible for all expenses, including but not limited to attorney's fees, incurred by him or her, in connection with the Contract and the transaction contemplated hereby. Section 11.08. Captions. The captions of articles and sections in this Contract are inserted in this Contract strictly for the parties' convenience in identifying the provisions to this Contract and shall not be given any affect in construing this Contract. Section 11.09. Incorporation of Contract Documents. The terms and provisions of the Contract Documents are hereby incorporated into this Contract for Sale for all intents and purposes. EXECUTED this 30th day of August 2001. BUYER: SE R: CITY F L BOCK (I wl SITT N, MAYOR BY: ATTEST: TITLE: CJ R becca Garza, City Secretary APPROVED AS TO CONTENT: Ed Bucy, Right -of -Way Ag APPROVED AS O F Richard K. Casner, Natural Resources orney c:lmydocumentslbidforms100AuctionRE.doc 6 Resolution N0. 2001-RO309 EXHIBIT "A" Lots 15 and 16, Fry Addition, to the City of Lubbock, Lubbock County, Texas as shown on the map, plat, and/or dedication deed thereof recorded in Volume 1671 Page 44, Deed Records, Lubbock County, Texas. " Resolution No. 2001—RO309 August 30, 2001 Item No. 31 QUITCLAIM DEED STATE OF TEXAS § COUNTY OF LUBBOCK § The City of Lubbock, a Texas Home Rule Municipal Corporation (the "Transferor"), for and in consideration of the sum of TEN AND NO/ 100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is herein acknowledged, has QUITCLAIMED, and by this instrument does QUITCLAIM to Frankie R. Farmer ("Transferee"), all of its right, title, and interest in and to that certain real estate (the "Property"), lying and being situated in Lubbock County, Texas, being described on Exhibit "A" attached hereto. Transferee has made an independent inspection and evaluation of the Property and the title to same and acknowledges that Transferor has made no statements or representations concerning the present or future value of the Property, the state of the title to the Property, the condition, including the environmental condition of the Property, or the anticipated income, costs, or profits, if any, to be derived from the Property. FURTHER, TRANSFEROR MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO THE DESCRIPTION, TITLE, INCLUDING, WITHOUT LIMITATION, TO THE EXISTENCE OF LIENS AGAINST THE PROPERTY, THE VALUE, QUALITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND/OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY AND/OR IMPROVEMENTS LOCATED THEREON, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Transferee further acknowledges that he/she/it has relied solely upon his/her/its independent evaluation and examination of the Property and public records relating to the Property and the independent estimates, computations, evaluations and studies based thereon. Transferor makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Transferee, if any, whether furnished by Transferor or any other third party. Transferor, its officers, employees, elected officials and agents assume no liability for the accuracy, completeness or usefulness of the material furnished by the Transferor, or any of its officers, employees, elected officials and/or agents, if any, and/or any other third party. Reliance on any material so furnished c:\mydocuments\bidforms\OOAuctonRE.doc 1 11 shall not give rise to any cause, claim or action against Transferor, its officers, employees, elected officials and/or agents, and any such reliance shall be at Transferee's sole risk. THE QUITCLAIM OF THE PROPERTY IS ON A "WHERE IS", "AS IS" AND "WITH ALL FAULTS" BASIS, AND IS WITHOUT REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO TITLE, INCLUDING, BUT NOT LIMITED TO THE EXISTENCE OF LIENS AGAINST THE PROPERTY, THE DESCRIPTION, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND/OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY AND/OR IMPROVEMENTS LOCATED THEREON, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, QUALITY, VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE. TO HAVE AND TO HOLD all of the right, title and interest in and to these premises, together with all and singular the rights, privileges, and appurtenances to the premises in any manner belonging to the Transferee, his/her/its heirs and assigns forever, so that neither the Transferor, nor any of the Transferor's legal representatives, nor any persons claiming under the Transferor shall any time in the future have, claim, or demand any right or title to the property described above. Executed this 30th day of August , 2001. ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: Ed Bucy, Right -of -Way Went c:\mydocuments\bidforms\OOAuctionRE.doc 2 CV.V,OF LUBBOCK WINDY SITT N, MAYOR �R APPROVED A T RM: Richard K. Casner, Natural Resources Attorney TRANSFEREE: STATE OF TEXAS COUNTY OF LUBBOCK This instrument was acknowledged before me on � A by WINDY SITTON, Mayor of the City of Lubbock, Lubbock County, Texas. SYLVIA H. REYES Notary Public, State of Texas _ MY Com Expires Nota Public in and for he State of Texas 04-2342 My Commission Expires: 3 0 STATE OF TEXAS COUNTY OF LUBBOCK This instrument was acknowledged before me on by /C AC DAVY M. WW PAk02;;R Notary Public in and for the State of Texas My Commission Expires: RKC:cp L:\Cityatt\Richard\AuctionRE.doc August 2, 2001 c:\mydocuments\bidforms\OOAuctionRE.doc 3 Resolution No. 2001-RO309 EXHIBIT "A" Lots 15 and 16, Fry Addition, to the City of Lubbock, Lubbock County, Texas as shown on the map, plat, and/or dedication deed thereof recorded in Volume 1671 Page 44, Deed Records, Lubbock County, Texas.