HomeMy WebLinkAboutResolution - 2002-R0060 - Contract Agreement - Market Lubbock Economic Development Corporation - 02/14/2002Resolution No. 2002-R0060
February 14, 2002
Item No. 17
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 between the City
of Lubbock and Market Lubbock Economic Development Corporation ("MLP'), and any
other related documents, providing for the performance by the City of Lubbock of certain
aspects of property sales for MLI. Said Contract is attached hereto and incorporated in
this Resolution as if fully set forth herein and shall be included in the minutes of the
Council.
Passed by the City Council this 14th day of February 2002.
DY SIVOX-, OR
ATTEST:
E
Rebecca Garza, City Se retary
APPROVED AS TO CONTENT:
Vr
Victor Kilman, Purchasing Manager
APPROVED AS TO FORM:
Richard K. Casner
Natural Resources Attorney
RKC/ke/Ccdocs/MldContract.Rproperty.Res
January 28, 2002
Resolution No. 2002-R0060
February 14, 2002
Item No. 17
CONTRACT
WITNESSETH this 14th day of February, 2002, the City of Lubbock, a
Texas home rule municipal corporation (the "City") now enters into this certain Contract,
providing the agreements and covenants set forth below, with Market Lubbock Economic
Development Corporation ("Market Lubbock"), a Texas not-for-profit corporation.
WHEREAS, Market Lubbock owns certain real property located in Lubbock
County, Texas, described in Exhibit "A", attached hereto (the "Real Property"), wherein
certain improvements (the "Improvements") are affixed thereto;
WHEREAS, Market Lubbock intends to develop the Real Property and desires
that the Improvements be removed therefrom;
WHEREAS, the Improvements may have value;
WHEREAS, Market Lubbock desires the City, by and through its purchasing
office, to conduct a sealed -bid sale of the Improvements; and
WHEREAS, the City has agreed to perform such services, pursuant to the terms
below, and upon the Bid and Contract Documents attached hereto as Exhibit `B" (herein
so called).
NOW THEREFORE, Market Lubbock and the City agree as follows:
1. The City agrees to perform the sale of the Improvements for Market
Lubbock, including without limitation, the advertisement and preparation
of the Bid and Contract Documents.
2. Market Lubbock agrees to pay the City One Thousand and No/100 Dollars
($1,000.00) being an estimate of the costs to be incurred by the City in
such activities for such services.
3. Market Lubbock shall assist the City in the evaluation of the bids received
for the Improvements. In the event that the City and Market Lubbock
shall disagree on the most advantageous bid, the judgment and decision of
Market Lubbock shall prevail.
4. MARKET LUBBOCK RELEASES THE CITY AND THE CITY'S
ELECTED OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES
AND SHALL INDEMNIFY AND HOLD CITY AND CITY'S
ELECTED OFFICIALS, OFFICERS, AGENTS, AND EMPLOYEES
HARMLESS TO THE FULLEST EXTENT PERMITTED BY LAW,
FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS,
DAMAGES, COSTS, LIABILITIES AND EXPENSES, INCLUDING
Contract MLI Bid Real Property Page I of 3
REASONABLE ATTORNEY'S FEES, AS A RESULT OF, ARISING
FROM OR RELATED TO THE ACTIVITIES, OR OMISSION OF
ACTIVITIES, CONTEMPLATED BY THIS CONTRACT, AND
INCLUDING ANY AND ALL CLAIMS, DEMANDS, DAMAGES,
COSTS, AND EXPENSES CAUSED, IN WHOLE OR IN PART, BY
THE SOLE, CONCURRENT AND/OR GROSS NEGLIGENCE OF
ANY KIND, TYPE, DEGREE, OR NATURE OF THE CITY, THE
CITY'S ELECTED OFFICIALS, AGENTS, OFFICERS,
CONTRACTORS, GUESTS, INVITEES OR EMPLOYEES. IF ANY
ACTUAL PROCEEDING IS BROUGHT AGAINST THE CITY
AND/OR THE CITY'S ELECTED OFFICIALS, OFFICERS, AGENTS
OR EMPLOYEES, ARISING FROM OR RELATED TO ANY OF
THESE CIRCUMSTANCES, MARKET LUBBOCK FURTHER
AGREES TO DEFEND THE ACTION OR PROCEEDING WITH
LEGAL COUNSEL ACCEPTABLE TO THE CITY.
5. This Contract shall expire upon the earlier to occur: (i) April 1, 2002; or
(ii) the execution of the Contract of Sale by Market Lubbock and the
successful third party bidder.
Executed on this 14th day of February , 2002.
CITY OF LU
q-imo—A-7a;�
WINDY S TON, MAYOR
ATTEST:
RebeccaGarza,CitySecretary
APPROVED AS TO CONTENT:
Victor Kilman,tPurchasing Manager
APPROV TO FORM:
Richard Casner, Natural Resources Attorney
Contract MLI Bid Real Property
Page 2 of 3
MARKET LUBBOCK ECONOMIC
DEVELOPMENT CORPORATION
By:
Name: Z20v,/,�
Title: 6�0
RKC/ke/L/cityatt/Richard/MLIContract.BidRP
January 7, 2002
61
Contract MLI Bid Real Property
Page 3 of 3
Resolution No. 2002—R0060
E)XHIB IT "A"
METES AND BOUNDS DESCRIPTION of a 301.648 acre tract of land located
in Section 38, Block D, Lubbock County, Texas, being further described as follows:
BEGINNING at a "PK" nail found at the Southwest corner of this tract which bears
N. 88°3349" W. a distance of 5287.13 feet from the Southeast comer of said Section 38;
THENCE N. 1'04'04" E., along the centerline of a paved county road, (old U.S. 87)
a distance of 1825.72 feet to a point of intersection;
THENCE Northeasterly, along said centerline, along a curve to the right, said curve
having a radius of 2864.60 feet, a central angle of 10°07'00", a chord bearing of
N. 6°08'40" E., and a chord distance of 505.14 feet to a- point of intersection;
THENCE N. 11 °12'08" E., continuing along said centerline a distance of 309.80
feet to a point of intersection;
THENCE Northeasterly, continuing along said centerline, along a curve to the left,
sa;d,;.,; .c 1v -.-z; a radius of 2864.99 feet, a cen al angle of 9°31'52", a chord bearing
of N.6°26'55" E., and a chord distance of 476.03 feet to a point of intersection;
THENCE N. 1-44'07- E., continuing along said centerline a distance of 343.52 feet
to a point of intersection;
THENCE Northeasterly, continuing along said centerline, along a curve to the right,
said curve having a radius of 1432.39 feet, a central angle of 25'00'00", a chord bearing
of N.14°05'40" E., and a chord distance of 620.05 feet to a point of intersection;
THENCE N. 26037'44" E., continuing along said centerline a distance of 574.36 feet
to a point of intersection;
j THENCE Northeasterly, continuing along said centerline, along a curve to the left,
said curve having a radius of 1273.24 feet, a central angle of 32°5221 ", a chord
bearing of N. 10° 12'07" E., and a chord distance of 720.52 feet to a point of intersection
in the North line of said Section 38;
THENCE S. 88°44'35" E., along the North line of said Section 38, at 50.41 feet pass
a 1/2" iron rod with cap set in the East right-of-way line of said county road, continuing
for a total distance of 2014.38 feet to a 1/2" iron rod with cap set for the Northeast corner
of this tract;
THENCE S. 1°13'33" W., at 5245.34 feet pass a 1/2" iron rod with cap found in the
North right -0f --way line of FM Highway No. 1294, continuing for a total distance of
5295.34 feat to a point in the South line of said Section 38;
THENCE N. 88033'49" W., along the South line of said Section 38 a distance of
2649.62 feet to the Point of Beginning.
I
EXHIBIT "B"
INVITATION TO BID
DATE:
City of Lubbock
PURCHASING DEPARTMENT
ROOM L04, MUNICIPAL BUILDING
1625 13TH STREET
LUBBOCK, TEXAS 79401
PH: (806)775-2167 FAX: (806)775-2164
http://purchasing.ci.lubbock.tx.us
PLEASE FILL IN COMPANY NAME & ADDRESS IN THE
SPACES PROVIDED:
Resolution No. 2002-ROO60
F
#S
ING DATE
NG TIME
P. M.
REMENT OFFICER
LRo!ffield,
Senior Buyer
THE CITY OF LUBBOCK RESERVES THE RIGHT TO ACCEPT OR REJECT ANY AND ALL BIDS IN WHOLE OR IN PART AND
WAIVE ANY INFORMALITIES IN THE COMPETITIVE BID PROCESS. FURTHER, THE CITY RESERVES THE RIGHT TO
ENTER INTO ANY CONTRACT DEEMED TO BE IN THE BEST INTEREST OF THE CITY.
DESCRIPTION OF INVITATION TO BID
SALE OF PERSONAL PROPERTY LOCATED AT , ,
, AS DESCRIBED ON THE BID FORM ATTACHED HERETO
THE BIDDER HEREBY ACKNOWLEDGES RECEIPT OF AND AGREES ITS BID IS BASED ON THE FOLLOWING ADDENDA:
#1 42 #3 1A #5 (Please Initial)
IN COMPLIANCE WITH THIS SOLICITATION, THE UNDERSIGNED BIDDER HAVING EXAMINED THE INVITATION TO BID
AND SPECIFICATIONS, AND BEING FAMILIAR WITH THE CONDITIONS TO BE MET, HEREBY SUBMITS THE FOLLOWING
BID FOR PURCHASING THE PROPERTY LISTED ON THE ATTACHED BID FORM AT THE PRICES SET FORTH ON THE BID
FORM. THE FOLLOWING SECTION MUST BE SIGNED BY AN INDIVIDUAL AUTHORIZED TO BIND THE BIDDER. FAILURE
TO EXECUTE THIS PORTION MAY RESULT IN BID REJECTION.
Signature Title
Print Name Date
PLEASE RETURN THIS PAGE ALONG WITH THE ATTACHED BID DOCUMENTS AND ANY ADDENDA.
Invite to Bid Personal Property
Page 1 of 16
CITY OF LUBBOCK, TEXAS
BID FORM
Sale of Personal Property
Located at ,
BIDDER'S submittal to the Purchasing Manager of the City of Lubbock, Texas.
IN COMPLIANCE WITH THIS SOLICITATION AND TO ALL CONDITIONS IMPOSED HEREIN, THE UNDERSIGNED
AGREES TO EXECUTE THE CONTRACT AS A RESULT OF THIS SOLICIATION. TRE FOLLOWING SECTION
SHALL BE SIGNED BY AN AGENT AUTHORIZED TO BIND THE BIDDER. FAILURE TO EXECUTE THIS PORTION
MAY RESULT IN BID REJECTION.
ITEM
_
DESCRIPTION
PRICE BID
1.
Sale of Personal Property located at:
to be removed from the Real Property
Description of the Personal Property to be Removed:
$
Property will be sold "as is" without expressed or implied warranties. Buyer will be responsible for
delinquent taxes, liens, and/or environmental concerns, if any, due on this property. The city will sell
this property to the highest bidder and conveyance will be through a Bill of Sale.
For additional information, contact Ed Bucy, Right -of -Way Agent, City of Lubbock 806.775.2352.
Bidder shall complete and execute the attached Contract of Sale and submit same along with the duly executed Bid Form,
to the Purchasing Manager of the City of Lubbock.
PAYMENT TERMS: The date on which payment is due in full shall be upon the Closing Date set forth in the Contract for
Sale attached hereto, or at such time thereafter as the City may direct, after notification of bid award. The City reserves
the right to withdraw any property from the sale process at any time.
THIS BID IS SUBMITTED BY
the laws of the State of
individual
Address:
or a partnership consisting of.
of the City
a corporation organized under
or
City: State: Zip
The City of Lubbock Charter states that no officer or employee of the City can benefit from any contract, job, work or service for the
municipality or be interested in the sale to the City of any supplies, equipment, material or articles purchased. Will any officer or
employee of the City, or member of their immediate family, benefit from the award of this bid to the above firm?. YES_ NO
By Date:
Authorized Representative - must sign by hand
Name and Title:
Please Print
Telephone Number FAX:
0
Invite to Bid Personal Property Page 2 of 16
GENERAL BID CONDITIONS
READ CAREFULLY:
INSTRUCTIONS: These instructions apply to all bids and become a part of the terms and conditions of
any bid submitted.
The City shall mean the City of Lubbock.
Forms: Bids must be submitted on the forms provided (Bid Form and Contract for Sale) only and must be
signed.
Bid Returns: Sealed bids will be received no later than [Close Time] p.m. CST, [Close Date], if date/time
stamped on or before [Close Time] at the office listed below. Any bid received after the date and hour
specified will be rejected and returned unopened to the bidder. Each bid must be sealed in an envelope
clearly marked with "Bid Enclosed # , Sale of Personal Property Located At
" and addressed to City of Lubbock, Purchasing Office, P.O. Box 2000, Lubbock, TX,
79457.
Contract: Bidder must execute the attached Contract of Sale and submit same along with the duly
executed Bid Form, to the Purchasing Manager of the City of Lubbock.
Late Bids: Bids must be in the Purchasing Office prior to the Bid Closing Date and time. NO LATE BIDS
WILL BE ACCEPTED for any reason.
Facsimile Bids: THE CITY WILL NOT ACCEPT FAX BIDS.
Acceptance: The right is reserved to accept or reject any or all of the bids, waive minor technicalities and
to accept the offer most advantageous to the City of Lubbock in its sole discretion. The City of Lubbock
reserves the right to accept or reject all or part of an offer and to accept the offer the City considers the
most advantageous to the City. Alternates are acceptable if in the City's opinion the necessary
requirements are met.
Authorized Signature: By signing and executing this bid, the bidder certifies and represents to the City the
bidder has not offered, conferred or agreed to confer any pecuniary benefit or other thing of value for the
receipt of special treatment, advantage, information, recipient's decision, opinion, recommendation,
vote or any other exercise of discretion concerning this bid. Bids must show bidder name and address of
bidder and be manually signed. Failure to do so will disqualify bid. Person signing bid for a business must
show title or AUTHORITY TO BIND HIS FIRM IN A CONTRACT.
Withdrawal - Alteration of Bids: Bids CANNOT be withdrawn, altered or amended after the Bid Closing
Date. Alteration made before the Bid Closing Date must be initiated by bidder guaranteeing authenticity.
Bid Evaluation: All bids are evaluated for compliance with specifications before the bid price is
considered. Response to specifications is primary in determining the best low bid. Failure to comply with
the listed General Bid Conditions may result in disqualification of bid.
Acknowledgment of Amendments: Any changes, additions, or clarifications to bid requests are made by
bid amendments (addenda). These addenda are sent to all bidders on our Vendor register, and must be
acknowledged upon receipt. This is done by signing the addendum, and returning it with the completed
Request for Bid form when the sealed bid is submitted.
Partial Awards: Unless the bid document specifies otherwise, the City may award a contract for any item
or group of items shown on the bid request.
Invite to Bid Personal Property Page 3 of 16
Minority and Women Business Enterprise: Minority and Women Business Enterprises (M/WBE's) will be
afforded equal opportunities to submit bids in response to this invitation and will not be discriminated
against on the grounds of race, color, sex, or national origin in consideration for an award.
Persons With Disabilities Needing Assistance: The City of Lubbock does not discriminate against persons
with disabilities. City of Lubbock pre-bid meetings and bid openings are available to all persons
regardless of disability. If you would like bid information made available in a more accessible format or if
you require assistance, please contact the Purchasing Department at (806) 775-2167 (Monday -Friday,
8:00 - 5:00 p.m.) or 1625 13th Street Room L-04 at least 48 hours in advance of the meeting.
Gratuities: The City may, by written notice to the Bidder, cancel the Contract without liability to Bidder if it
is determined by the City that gratuities, in the form of entertainment, gifts or otherwise, were offered or
given by the Bidder, or any agent or representative of the Bidder, to any officer or employee of the City of
Lubbock with a view toward securing a contract or securing favorable treatment with respect to the
awarding or amending, or the making of any determinations with respect to the performing of such a
contract. In the event this Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by Bidder in providing such gratuities.
Warranty: The Bidder warrants that no person agency has been employed or retained to solicit or secure
this Bid upon an agreement or understanding for commission, percentage brokerage, or contingent fee
excepting bona fide employees of bona fide established commercial or selling agencies maintained by the
Bidder for the purpose of securing business. For breach or violation of this warranty the City shall have
the right in addition to any other right or rights to cancel the Contract without liability and to deduct from the
Contract price, or otherwise recover the full amount of such claimed commission, percentage, brokerage,
or contingent fee.
Termination: The Contract may be terminated in whole, or in part, by the City or Seller, as defined in the
Contract of Sale, attached hereto, at their sole discretion.
Force Majeure: Neither party shall be held responsible for losses or damages hereunder, if the fulfillment
of any terms of provisions of the Contract is delayed or prevented by strike, walkouts, acts of God, or
public enemy, fire, or flood.
Assignment -Delegation: No right or interest in the Contract shall be assigned by Bidder without the written
permission of the City. `-Any attempted assignment by Bidder shall be wholly void and totally ineffective for
all purposes unless made in conformity with this paragraph.
Waiver: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by
a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration and is in writing signed by the aggrieved party.
Interpretation -Parole Evidence: This writing, plus any specifications for bids and performance provided by
the City in its advertisement for bids and any other document provided by Bidder as part of his bid, is
intended by the parties as a final expression of their agreement and is intended also as a complete and
exclusive statement of the terms of their agreement.
Applicable Law: The Contract shall be governed by and construed under Texas law, and all obligations
created under this Contract are performable in Lubbock County, Texas.
Right To Assurance: Whenever one party to the Contract in good faith has reason to question the other
party's intent to perform he may demand that the other party give written assurance of this intent to
perform. In the event that a demand is made and no assurance is given within five (5) days, the
demanding party may treat this failure as an anticipatory repudiation of the Contract.
Invite to Bid Personal Property Page 4 of 16
Time: It is hereby expressly agreed and understood that time is of the essence for the performance of the
Contract.
Invite to Bid Personal Property Page 5 of 16
CONTRACT FOR SALE
THIS CONTRACT, effective as of (the "Effective Date"), is made by
and between (the "Buyer"), and the Market Lubbock Economic Development
Corporation, a Texas not-for-profit corporation (the "Seller").
WITNESSETH:
WHEREAS, Seller owns certain real property located at ,
Lubbock County, Texas (the "Real Property"); and
WHEREAS, certain improvements and/or other structures are located upon the Real
Property (collectively, the "Improvements"); and
WHEREAS, Seller desires to sell and convey the Improvements to Buyer, but retain all
right, title and interest to the Real Property.
ARTICLE I
SALE AND PURCHASE
Section 1.1. Subject to the terms and conditions of this Contract, Seller shall sell and
pay for, on or before (the "Closing Date"), without warranty, either expressed
or implied, the Improvements. It is expressly agreed and understood that this Contract does not
contemplate the sale or purchase of any right, title or interest to the Real 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 Improvements shall be
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 Improvements and acknowledges that Seller and the City of Lubbock, a Texas
home rule municipal corporation (the "City") have made no statements or representations
concerning the present or future value of the Improvements, the condition, including the
environmental condition of the Improvements, or the anticipated income, costs, or profits, if any,
to be derived from the Improvements. FURTHER, SELLER AND CITY MAKE NO
REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY, OR
IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO THE DESCRIPTION,
Invite to Bid Personal Property Page 6 of 16
TITLE, VALUE, QUALITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE
IMPROVEMENTS, MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE
IMPROVEMENTS. Buyer further acknowledges that, in entering into this Contract, he/she has
relied solely upon his/her independent evaluation and examination of the Improvements and
public records relating to the Improvements and the independent estimates, computations,
evaluations and studies based thereon. Seller and City make no warranty or representation as to
the accuracy, completeness or usefulness of any information furnished to Buyer, if any, whether
furnished by Seller, City, or any other third parry. Seller, City, and their respective officers,
employees, elected officials and agents assume no liability for the accuracy, completeness or
usefulness of the material furnished by the Seller, the City, or any of their respective officers,
employees, elected officials and/or agents, if any, and/or any other third parry. Reliance on any
material so furnished shall not give rise to any cause, claim or action against Seller, City, and
their respective 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 CONVEYANCE
OF THE IMPROVEMENTS IS ON A "WHERE IS", "AS IS" AND "WITH ALL FAULTS"
BASIS, AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND
OR NATURE, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT
WITHOUT LIMITATION, AS TO TITLE, DESCRIPTION, PHYSICAL AND
ENVIRONMENTAL CONDITION OF THE IMPROVEMENTS, QUALITY, VALUE,
FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE. Buyer shall satisfy his
or herself, prior to entering into this Contract, as to the type, condition, quality and extent of the
Improvements and property interests which comprise the Improvements he/she is receiving
pursuant to this Contract.
ARTICLE IV
REPRESENTATIONS, WARRANTIES
AND COVENANTS OF BUYER
Section 4.1. Representations and Warranties of Buyer. To induce Seller to enter into
this Contract and to consummate the sale and purchase of the Improvements in accordance
herewith, Buyer represents and warrants to Seller and City, as of the Closing Date that:
(a) Buyer has the full right, power and authority to purchase the Improvements 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 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 parry in connection with this transaction and has
not taken any action which would result in any real estate broker commissions or
finders' fee or other fees payable to any other parry with respect to the transaction
contemplated by this Contract.
Invite to Bid Personal Property Page 7 of 16
Section 4.2. Covenants of Buffer. Buyer covenants and agrees with Seller as follows:
(a) Buyer shall procure and carry, at its sole cost and expense through the completion
of structure removal, Contract insurance protection hereinafter specified, in form
and substance satisfactory to the Seller. Seller must approve all policies prior to
the commencement of any activities whether performed by the Buyer,
subcontractor, agents, or third parties. The insurance carrier must be an insurance
company authorized to transact business in the State of Texas and have a Best's
Financial rating of A:VII. Two (2) Certificates of Insurance signed by authorized
representatives of the insurance company specifying each and all coverages shall
be submitted to Seller on or before three (3) days after execution of this Contract
by Seller. All insurance shall be prepared and executed by the insurance company
or it's authorized agents and shall contain an endorsement naming the Seller an
additional insured. Written notice of cancellation or any material change will be
provided ten (10) days in advance of cancellation or change. All insurance shall
provide a waiver of subrogation in favor of the Seller, and shall contain the name
of the Seller as an additional insured.
(b) Required Coverage. Buyer shall obtain and maintain policies of insurance
throughout the Contract term in limits specified below.
(1) Commercial General Liability. The Buyer shall maintain Commercial
General Liability coverage endorsed to include premises/operations,
contractual liability, and independent contractors' and completed
operations. The policy shall have a minimum of Five Hundred Thousand
and No/100 Dollars ($500,000) combined single limit in the aggregate and
per occurrence.
(2) Commercial Automobile Liability. The Buyer shall maintain Commercial
Automobile Liability coverage with a minimum of Five Hundred
Thousand and No/100 Dollars ($500,000) combined single limit for
Bodily Injury and Property Damage and shall include any auto or in the
alternative, owned autos, non -owned autos and hired autos.
(c) Buyer shall comply with all applicable federal, state and local laws, statutes,
ordinances, rules and regulations relating, in any way, manner or form, to
workers' safety, and/or any other aspect of the activities contemplated under this
Contract, including, without limitation, those relating to asbestos
notification/investigation and handling requirements and/or the storage, disposal
or transportation of asbestos, and/or asbestos containing material (all of the above
are collectively referred to as the "Applicable Law").
(d) BUYER EXPRESSLY AGREES AND UNDERSTANDS THAT THIS
CONTRACT CONTEMPLATES THE SALE OF IMPROVEMENTS ONLY,
NOTWITHSTANDING ANY ATTACHMENT AND/OR OTHER FIXATION
OF THE IMPROVEMENTS TO THE REAL PROPERTY, AND THIS
CONTRACT DOES NOT CONTEMPLATE THE TRANSFER OR
CONVEYANCE OF ANY INTEREST AND/OR TITLE, IN ANY WAY,
MANNER OR FORM, OF THE REAL PROPERTY. FURTHER, BUYER
EXPRESSLY AGREES TO REMOVE THE IMPROVEMENTS FROM THE
REAL PROPERTY AND TRANSPORT SAME FROM THE REAL
PROPERTY, IN A GOOD AND WORKMANLIKE MANNER, AND IN
COMPLIANCE WITH THE APPLICABLE_ LAW, ON OR BEFORE 30 DAYS `
Invite to Bid Personal Property Page 8 of 16
AFTER THE CLOSING DATE (THE "REMOVAL DATE"). IN THE EVENT
BUYER SHALL FAIL TO COMPLETELY REMOVE THE IMPROVEMENTS
AND TRANSPORT THE IMPROVEMENTS FROM THE REAL PROPERTY
WITHIN SAID TIME, THE IMPROVEMENTS, OR ANY PORTION
THEREOF REMAINING ON THE REAL PROPERTY (THE "REMAINING
IMPROVEMENTS"), SHALL, AT THE ELECTION OF SELLER, EITHER
(i) BECOME THE PROPERTY OF SELLER, IN WHICH CASE BUYER
EXPRESSLY AGREES THAT IT FORFEITS ANY INTEREST TO THE
REMAINING IMPROVEMENTS; OR (ii) REMOVE THE REMAINING
IMPROVEMENTS FROM THE REAL PROPERTY AND DISPOSE,
WITHOUT LIABILITY TO BUYER OF ANY KIND OR NATURE, WHETHER
OR NOT CAUSED BY THE NEGLIGENCE, OF ANY KIND, TYPE OR
DEGREE, OF SELLER, AND BUYER HEREBY RELEASES SELLER FROM
SAME, AS IT DEEMS ADVISABLE IN ITS SOLE AND ABSOLUTE
DISCRETION. BUYER SHALL PROMPTLY PAY TO SELLER, AND BE
LIABLE TO SELLER FOR, ALL COSTS INCURRED BY THE SELLER IN
SUCH ACTIVITIES.
(e) Buyer agrees to conduct the removal of the Improvements in a good and
workmanlike manner, and to leave the condition of the Real Property in a clean
and orderly condition, free of all debris, trash, building materials, and/or any other
materials. Further, the landscaping of the Real Property, including, without
limitation, trees, shrubs, annual and perennial flowering plants and grasses, shall
not be damaged or removed by Buyer, his/her subcontractors, agents, or any other
third parties. On or before three (3) days after execution of this Contract by
Seller, Buyer shall provide to Seller, a cash deposit, in an amount deemed by the
Seller, in its sole discretion, but in no exception less than TWO HUNDRED
FIFTY AND N0/100 DOLLARS ($250.00) or more than FIVE HUNDRED AND
N0/100 DOLLARS ($500.00), sufficient to conduct all necessary cleanup
activities upon the Real Property and to protect the existing condition of the Real
Property. Said cash deposit will be refunded to Buyer, in whole or in part, if
Seller determines, in its sole and absolute discretion, that the Real Property has
not been damaged, or damaged less than the total cash deposit, as applicable,
following the removal of the Improvements.
Section 4.3. Survival Beyond Closing. The representations, warranties and covenants
of Buyer contained in this Contract, as set forth in Section 4.2 shall survive the Closing.
ARTICLE V
INDEMNITY
Section 5.1. Indemnity. TO THE FULLEST EXTENT PERMITTED BY LAW,
BUYER SHALL INDEMNIFY AND HOLD HARMLESS SELLER, CITY, AND THEIR
RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND AGENTS, FROM
AND AGAINST ANY AND ALL CLAIMS WHICH ARISE DIRECTLY OR INDIRECTLY,M
OR ARE RELATED TO, IN ANY WAY, MANNER OR FOR, THE TRANSACTIONS AND
ACTIVITIES CONTEMPLATED HEREUNDER, OR THE OMISSION OF THE ACTIVITIES
HEREUNDER, EVEN THOUGH CAUSED, OR CONTRIBUTED TO, BY THE
NEGLIGENCE OR FAULT, OF ANY KIND, TYPE OR DEGREE, OF SELLER, CITY, OR
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THEIR RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR
AGENTS. THE BUYER FURTHER COVENANTS AND AGREES TO DEFEND ANY
SUITS OR ADMINISTRATIVE PROCEEDINGS BROUGHT AGAINST THE SELLER,
CITY, AND/OR THEIR 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, CITY, OR THEIR 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, CITY, OR THEIR
RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS, AS
APPLICABLE, ALL ATTORNEYS' FEES INCURRED BY SUCH PARTIES IN ENFORCING
BUYER'S INDEMNITY IN THIS SECTION 5.1.
Section 5.2. Survival Beyond Closing. The indemnity provisions contained in this
Contract, as set forth in Section 5. 1, shall survive the Closing.
ARTICLE VI
CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE
Section 6.1. Breach of Boer's Reresentations, 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 VII
CLOSING
Section 7.1. 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 Purchasing Manager, Victor B.
Kilman, 1625 13th Street, Lubbock, Texas.
Section 7.2.
(a) Items to be Delivered at Closingi Seller. At Closing, Seller shall deliver to Buyer,
at its sole cost and expense, the following item:
(i) A Bill of Sale, attached hereto as Exhibit "A", duly executed 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; and
(ii) any other items reasonably requested by the Seller as administrative
requirements for consummating the Closing.
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ARTICLE VIII
DEFAULTS AND REMEDIES
Section 8.1. 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 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 by written notice delivered to Seller, at the below -
described address, on or before the Closing Date, in which event, the monetary deposit made by
Buyer, pursuant to Section 4.2, shall be returned to Buyer.
Section 8.2 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; or
(ii) deliver, within the time specified herein, or if no time is specified, on or
before Closing Date, the items specified in this Contract, for any reason
other than a default by Seller under this Contract.
(b) Seller's Remedies. If Buyer is in default under this Contract, Seller may terminate
this Contract and retain the monetary deposit required in Section 4.2 and pursue any other
remedy available to Seller by Contract, law or in equity.
ARTICLE IX
NOTICE
Section 9.01. 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 parry by hand or telecopier
(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 parry 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.
Section 9.02. Seller's Address. The Seller's address and numbers for the purpose of
notice are:
SELLER:
Telephone: (_)
Telecopier: (_)
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Section 9.03. Buyer's Address. The Buyer's address and numbers for the purpose of
notice are:
BUYER:
Telephone: (_)
Telecopier: (�
ARTICLE X
MISCELLANEOUS
Section 10.01. Entire Agreement. This Contract, including Exhibit "A" hereto, contains
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 10.02. 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 10.03. 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.
Section 10.04. 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
circumstances, 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 10.05. Successors and Assigns. This Contract binds and inures to the benefit of
the Seller and Buyer, and their respective successors, legal representatives, and permitted assigns.
Section 10.06. 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.
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EXECUTED this
BUYER:
By:
Title:
Invite to Bid Personal Property
day of
2002.
SELLER: MARKET LUBBOCK
ECONOMIC DEVELOPMENT
CORPORATION,
a Texas not -for- rof t co oration
By:
Title:z'
Page 13 of 16
Resolution No. 2002—R0060
EXHIBIT "A"
TO
CONTRACT OF SALE
BILL OF SALE
STATE OF TEXAS §
KNOW ALL MEN BY THESE PRESENTS
COUNTY OF LUBBOCK §
The undersigned, Market Lubbock Economic Development Corporation, a Texas
not-for-profit corporation (the "Grantor"), for and in consideration of the sum of TEN ,
AND NO/100 DOLLARS ($10.00) and other good and valuable consideration to Grantor
in hand paid by , a ("the Grantee"), the receipt and
sufficiency of which are hereby acknowledged, has BARGAINED, SOLD and
CONVEYED and by these presents, does BARGAIN, SELL and CONVEY unto
Grantee, all of Grantor's right, title, and interest, if any, to the personal property located
on Exhibit "A" attached hereto and incorporated herein (the "Improvements").
TO HAVE AND TO HOLD all of Grantor's right, title and interest in and to the
Improvements unto said Grantee and Grantee's successors and assigns forever, so
that neither Grantor nor Grantor's successors and assigns shall have, claim or demand
any right or title to the Improvements.
THE CONVEYANCE OF THE IMPROVEMENTS IS ON A "WHERE IS", "AS IS"
AND "WITH ALL FAULTS" BASIS, AND SHALL BE WITHOUT REPRESENTATION
OR WARRANTY OF ANY KIND OR NATURE, WHETHER EXPRESS, STATUTORY
OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO TITLE,
DESCRIPTION, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE
IMPROVEMENTS, QUALITY, VALUE, FITNESS FOR PURPOSE,
MERCHANTABILITY, OR OTHERWISE.
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Effective this
day of 2002.
GRANTEE:
GRANTOR:
MARKET LUBBOCK ECONOMIC
DEVELOPMENT CORPORATION,
A Texas not-for-profit corporation
By:
Title:
BY
Name:
Title:
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Resolution No. 2002—R0060
EXHIBIT "A"
TO
BILL OF SALE
The existing structure presently located at Lubbock County, Texas, to be
removed by Grantee. Notwithstanding any attachment and/or fixation of the existing structure to
the real property located at , Lubbock County, Texas, this Bill of Sale
does not convey or assign any right, title or interest to the real property upon which the existing
structure is presently located.
RKC/ke/l/cityatt/RICHARD/InviteToB idPerProp
January 8, 2002
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