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HomeMy WebLinkAboutResolution - 2014-R0240 - Contract Of Sale - Lubbock Omni Office Inc.- Real Property - 07/10/2014RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: TI IAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, (i) a Contract of Sale (herein so called), by and between the City of Lubbock, as Buyer and Lubbock Omni Office, Inc., a Texas corporation, as Seller, contemplating the sale by Seller and the purchase by Buyer of certain real property and real property interests located in Blocks 147, 148, 163 and 164, Original Town to the City of Lubbock, according to the map, plat and/or dedication thereof recorded in Volume 5, Page 384, Deed Records, Lubbock County, Texas; (ii) any and all documents contemplated to be executed and delivered at Closing (herein so called) of the transactions contemplated by the Contract of Sale, or otherwise required for Closing; and (iii) all other related documents. Said Contract of Sale 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 ATTES T: ,C) Rebe ca Garza, City Secreta ED AS TO CO City Manager July 10, 2014 Dave Boohcr, Right -of -Way Agent APPR Richard. K. Casner, Natural Resources and Utility Attorney ccdocs/RES.Contract of Sale -omni CONTRACT OF SALE STATE OF TEXAS § COUNTY OF LUBBOCK § This Contract of Sale (the "Contract") is made this day of July, 2014, effective as of the date of execution hereof by Buyer, as defined herein (the "Effective Date"), by and between Lubbock Omni Office, Inc., a Texas corporation and (referred to herein as "Seller") and the City of Lubbock, Texas, a home rule municipal corporation of Lubbock County, Texas (referred to herein as "Buyer"). RECITALS WHEREAS, Seller owns that certain land and interests being more particularly described on Exhibit "A", attached hereto and made a part hereof for all purposes, being located in Lubbock County, Texas (the "Land"); and WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, the Land, together with any and all rights or interests of Seller in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances to the Land (collectively, the "Property"). ARTICLE I SALE OF PROPERTY For the consideration hereinafter set forth, and upon the terms, conditions and provisions herein contained Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Property. ARTICLE II PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price. (a) Except as provided in Section 2.01(b), below, the purchase price to be paid to Seller for the Property is the sum of One Million, Two Hundred Twenty Five Thousand and No/100 Dollars ($ 1,225,00000) ; or (b) In the event, and only in the event, Buyer exercises its rights to extend the Absolute Review Period, as provided in Section 4.01(b), below, the purchase price to be paid Seller for the Property shall be the sum of One Million Two Hundred Fifty Thousand and q;lcityattlrichard [2]lomni contract of sale -redline accepted final[3].docx No/100 Dollars ($1,250,000.00) (the sum provided in either 2.01(a) or 2.01(b), as applicable, is referred to herein as the "Purchase Price"). The release of liens provided in Section 2.01A and the release of insurance provided in Section 2.0113, is consideration in addition to, and shall not effect, the Purchase Price. 2.01A Liens in Favor of Buyer. The Buyer shall release at Closing, as partial consideration for the purchase and sale of the Property, all fines due and owing by Seller to Buyer and those certain Liens (herein so called) in favor of the Buyer, as described in Exhibit "C," attached hereto and made a part hereof. In the event Closing shall not occur, said Liens shall remain valid and subsisting and enforceable, at times and for all purposes, pursuant to the terms thereof. 2.01B Release of Insurance Proceeds. The Buyer shall release at Closing, as partial consideration for the purchase and sale of the Property, all of its right, title and interest that it may have in and to any proceeds related to loss or damage to all or part of the Property, under insurance policy/file number PRDGY00397, in the amount of Two Hundred Fifteen Thousand, Eight Hundred Sixty One and 84/100 Dollars ($215,861.84), as more particularly described in Exhibit "D," attached hereto. 2.02 Earnest Money. Buyer shall deposit the sum of One Hundred and No/100 Dollars ($100.0), as Earnest Money (herein so called) with Lubbock Abstract and Title Company, 1216 Texas Avenue, Lubbock, Texas 79401 (the "Title Company"), as escrow agent, on or before fourteen (14) calendar days after the Effective Date hereof. All interest earned thereon shall become part of the Earnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchase contemplated hereunder is consummated in accordance with the terms and the provisions hereof, the Earnest Money, together with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as provided in this Contract. 2.03 Independent Contract Consideration. On or before fourteen (14) calendar days after the Effective Date, Buyer shall deliver to the Title Company, payable to and for the benefit of Seller, a check in the amount of One Hundred and No/100 Dollars ($100 0) (the "Independent Contract Consideration"), which amount the parties hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of the Contract. The Independent Contract Consideration is in addition to, and independent of any other consideration or payment provided in this Contract, is non-refundable, and shall be retained by Seller notwithstanding any other provision of this Contract. Contract of Sale Page 2 gAcityattlrichard 1211omni contract of sale -redline accepted final131.docx ARTICLE III TITLE AND SURVEY 3.01 Title Commitment. (a) Within thirty (30) calendar days after the Effective Date, Seller shall cause to be furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment") for the Property, issued by the Title Company. The Title Commitment shall set forth the state of title to the Property, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights-of-way, encroachments, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to herein as an "Exception"). (b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at Buyer's sole cost and expense: (i) true and correct copies of all instruments that create or evidence Exceptions (the "Exception Documents"), including those described in the Title Commitment as exceptions to which the conveyance will be subject and/or which are required to be released or cured at or prior to Closing; and (ii) a currently dated Uniform Commercial Code Financing Statement search ("UCC Search") from the Secretary of State of Texas and the appropriate county official responsible for filing UCC financing statements for fixtures, covering (1) the Seller; (2) the Property; and (3) any other known owner of the Property during the past five (5) years, together with any and all financing statements listed in this search. 3.02 Survey. Within forty-five (45) calendar days after the Effective Date, Seller shall cause to be prepared at Buyer's expense, a current on the ground ALTA survey of the Property (the "Survey"). The contents of the Survey shall be prepared by a surveyor selected by Buyer and shall include the matters prescribed by Buyer, which may include but not be limited to, Items 1, 2, 3, 4, 6, 7(a) and (c), 8, 11(a), 13, 16 and 18 of Table A of the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, along with a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Property, water courses, 100 year flood plain, fences and improvements and structures of any kind. The Survey shall describe the size of the Property, in acres, and contain a metes and bounds description thereof. Seller shall furnish or cause to be furnished any affidavits, certificates, assurances, and/or resolutions as required by the Title Company in order to amend the survey exception as required by Section 3.05, below. The description of the Property as set forth in the Survey, at the Buyer's election, shall be used to describe the Property in the deed to convey the Property to Buyer and Contract of Sale Page 3 gAcityattlrichard 12Domni contract of sale -redline accepted final[3].docx shall be the description set forth in the Title Policy. 3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall have a period of fifteen ( 15) calendar days (the "Title Review Period") commencing with the day Buyer receives the last of the Title Commitment, the UCC Search, the Survey, and the Exception Documents, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ("Objections"), if any. All items set forth in the Schedule C of the Title Commitment, and all other items set forth in the Title Commitment which are required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be Objections without any action by Buyer. 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within twenty five ( 25) calendar days after Seller is provided notice of Objections, either satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in writing of the Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or Exceptions that have been voluntarily placed on or against the Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to cure within the allowed twenty five ( 25) calendar day period, or any extension thereof as agreed to by Buyer, then Buyer has the option of either: (a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller any time prior to Closing, in which event those Objections shall become Permitted Exceptions (herein so called), or (b) terminating this Contract by notice in writing to Seller any time prior to Closing and receiving back the Earnest Money, in which latter event Seller and Buyer shall have no further obligations, one to the other, with respect to the subject matter of this Contract. 3.04.A Additional Title Commitment. In the event the effective period of the Title Commitment shall expire prior to Closing, upon request of Buyer, Seller shall cause to be furnished to Buyer, no earlier than ninety ( 90) calendar days after the Effective Date and no later than one hundred ( 100) calendar days after the Effective Date, a Title Commitment ("Updated Commitment"), in the form of the Title Commitment prescribed by Section 3.01, above. Buyer shall have ten ( 10) calendar days to review and provide Objections, if any, to the items in the Updated Commitment in the same manner as prescribed by Section 3.03 related to the Title Commitment. All time periods related to review and cure of the Objections, waiver of uncured Objections and termination of this Contract, as set forth in this Article III, shall be applicable to the objections by Buyer to the Updated Commitment, if any, and Closing shall be extended to accommodate such review and cure period. 3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a standard Texas Owner's Policy of Title Insurance ("Title Policy") to be furnished to Contract of Sale Page 4 gAcityatArichard [2]lomni contract of sale -redline acccptcd final[3].dom Buyer. The Title Policy shall be issued by the Title Company, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no other exceptions to title, with the standard printed or common exceptions amended or deleted as follows: (a) survey exception must be amended if required by Buyer to read "shortages in area" only (although Schedule C of the Title Commitment may condition amendment on the presentation of an acceptable survey and payment, to be borne solely by Buyer, of any required additional premium); (b) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the Survey, if a Permitted Exception); (c) no exception will be permitted for "rights of parties in possession"; (d) no liens will be shown on Schedule B. Notwithstanding the enumeration of the following exceptions, amendments and/or deletions, Buyer may object to any Exception or other title matter it deems material, in its sole discretion. ARTICLE IV FEASIBILITY REVIEW PERIOD 4.01 Review Period. (a) Any term or provision of this Contract notwithstanding, the obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the Effective Date of this Contract and ending ninety (90) calendar days thereafter (the "Absolute Review Period"), based on such tests, examinations, studies, investigations and inspections of the Property the Buyer deems necessary or desirable, including but not limited to studies or inspections to determine the existence of any environmental hazards or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for Buyer's purposes. Buyer is granted the right to conduct engineering studies of the Property, and to conduct a physical inspection of the Property, including inspections that invade the surface and subsurface of the Property including, without limitation, improvements located on the Land. (b) Buyer is hereby granted the option to extend the Absolute Review Period an additional forty five (45) days (for a total of one hundred thirty five (135), days) by providing to Seller written notice of the exercise of such option, along with the tender of the sum of One Thousand and no/100 Dollars ($1,000.00) to the Title Company for the Contract of Sale Page 5 q:lcityattlrichard [211omni contract of sale -redline accepted final[31.docx benefit of Seller, anytime prior to ninety (90) days after the Effective Date. In the event such option to extend is exercised, the entire review period (i.e., a period of one hundred thirty five (135) days) shall be referred to in this Contract as the "Absolute Review Period". (c) If Buyer determines, in its sole judgment, that the Property is not suitable, for any reason, for Buyer's intended use or purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as reasonably practicable, but in any event prior to the expiration of the Absolute Review Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. ARTICLE IVA AS -IS SALE 4.01A. AS -IS Sale. Buyer, subject to the representations, warranties, covenants and agreements provided by Seller in Article V, below, expressly acknowledges that the Property is being sold, conveyed, granted and accepted AS -IS, WHERE -IS WITH ALL FAULTS, and, except as expressly set forth in Article V, below, Seller makes no representations or warranties, express or implied, with respect to the physical condition or any other aspect of the Property, including without limitation: (i) the structural integrity of improvements on such properties; and (ii) the manner, construction, condition and state of repair or lack of repair of any improvements on such properties (collectively, the "Property Condition"). EXCEPT AS PROVIDED IN ARTICLE V, BELOW, AND WARRANTIES OF TITLE PROVIDED IN THE GENERAL WARRANTY DEED, BUYER HEREBY WAIVES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS IT MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY, CONDITION, HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATED TO THE PROPERTY, ANY IMPROVEMENTS THEREON OR THE PROPERTY CONDITION. ARTICLE V REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 5.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract and consummate the sale and purchase of the Property in accordance with the terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: (a) The descriptive information concerning the Property set forth in this Contract is Contract of Sale Page 6 q;lcityattlrichard [2]lomni contract ofsale-redline accepted final[3].docx complete, accurate, true and correct. (b) There are no adverse or other parties in possession of the Property or any part thereof, and no party has been granted any license, lease or other right related to the use or possession of the Property, or any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a). (c) The Seller has good and indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. (d) The Seller has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Seller's obligations hereunder. (e) The Seller has not received notice of, and has no other knowledge or information of, any pending or threatened judicial or administrative action, or any action pending or threatened by adjacent landowners or other persons arinst or affecting the Property, other than (i) Cause No. 2013-508,039, 237 District Court, Lubbock County, Texas, Lis Pendens recorded under Clerk's File No. 2013032427, Official Public Records, Lubbock County, Texas; and (ii) Cause No. 2013-71528, 234` District Court, Harris County, Texas, Lis Pendens recorded under Clerk's File No. 2013047311, Official Public Records, Lubbock, Texas (f) The Seller has disclosed to Buyer in writing of any and all facts and circumstances relating to the physical condition of the Property that may materially and adversely affect the Property and/or operation thereof, or any portion thereof, of which Seller has knowledge. (g) The Seller has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are against or are related to the Property, or will be due as of the Closing, other than the Liens, and the Property will be subject to no such liens. (h) Seller has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction or taken any action which would result in any real estate broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated by this Contract. (i) Except for mold and/or asbestos and/or asbestos containing materials, to the best of Seller's knowledge, there has not occurred the disposal or release of any Chemical Substance, as defined below, to, on or from the Property. (j) All Leases, as defined in Article V, Section 5.02(a), shall have expired or otherwise terminated and any and all tenants or parties occupying the Property pursuant to the Leases shall have permanently abandoned and vacated the Property on or before the date of Closing. Contract of Sale Page 7 q:lcityattlrichard [2]lomni contract of sale -redline accepted final[3].docx (k) The Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended. (1) All Personal Property (as defined below) located on or in the Property is owned by Seller and no other person or entity has any claim to, or any interest in, any such Personal Property. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Unless stated otherwise, on or before ten (10) calendar days after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the Property, true, correct, and complete copies of the following: (i) All lease agreements and/or occupancy agreements and/or licenses of any kind or nature (if oral, Seller shall provide to Buyer in writing all material terms thereof) relating to the possession of the Property, or any part thereof, including any and all modifications, supplements, and amendments thereto (the "Leases"). (ii) All environmental audits, soil tests and engineering and feasibility reports, inspection reports and any other document of any kind relating to the Property, including without limitation, improvements located on the Land, including any and all modifications, supplements and amendments thereto, that Seller possesses or has the right to receive. (iii) All insurance policies covering the Property, including any improvements located thereon. (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Seller shall: (i) Not enter into any written or oral contract, lease, easement or right of way agreement, conveyance or any other agreement of any kind with respect to, or affecting, the Property that will not be fully performed on or before Closing or would be binding on Buyer or the Property after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. (iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or Contract of Sale Page 8 q:lcityattlrichard 12jlomni contract of sole -redline accepted final[3j.docx to the Property, or create, grant or permit to be attached or perfected, any lien, encumbrance, or charge thereon. (v) Maintain, in all respects, all insurance coverage covering any losses or claims of any kind related to all or any part of the Property, including any improvements located thereon, in effect as of April 1, 2014. (c) Seller shall indemnify and hold Buyer harmless from all loss, liability, and expense, including, without limitation, reasonable attorneys' fees and costs, arising or incurred as a result of any liens or claims resulting from labor or materials furnished to the Property under any written or oral contracts arising or entered into prior to Closing. (d) Seller consents to Buyer applying for any zoning amendments, permit applications, and/or pursuing any other activity deemed necessary by Buyer to obtain all local regulatory approvals and consents to operate the Property as desired by Buyer (the "Permitting Activities"). Seller covenants and agrees to timely execute and deliver any applications and/or other documents, as owner of the Property, deemed necessary by the Buyer related to the Permitting Activities. (e) Environmental Matters. As used in this Contract: (i) "Chemical Substances" shall mean any chemical substance or substances that constitute any sort of pollutants, contaminants, chemicals, raw materials, metals, intermediates, products, industrial, solid, toxic or hazardous substances, materials, wastes, polychlorinated biphenyls, or petroleum products, including crude oil or any derived product or component thereof, including, without limitation, gasoline and any material or substance of any kind containing any of the above. (ii) "Release" shall mean any spilling, leaking, pumping, pouring, emitting, spraying, emptying, discharging, escaping, leaching, dumping or disposing, in any way, manner or form, of any Chemical Substance into the environment (including, but not limited to, the ambient air, surface water, groundwater and/or land surface or subsurface strata) of any kind whatsoever (including without limitation the abandonment or temporary abandonment or discarding of barrels, containers, tanks or other receptacles containing or previously containing any Chemical Substance). (f) Seller shall remove, at its expense, all personal property and trade fixtures (collectively, "Personal Property"), from the Property on or before Closing. Any Personal Property remaining on or within the Property after Closing shall be deemed abandoned for all purposes and may be disposed of by Buyer at Seller's expense, in any manner deemed acceptable by Buyer, or retained and/or sold by Contract of Sale Page 9 q: cityatArichard [2Domni contract of sale -redline accepted final[3].docx Buyer, in its sole and absolute discretion. Further, Seller shall execute and deliver to Buyer at Closing a written stipulation and waiver ("Waiver"), in form and substance satisfactory to Buyer, expressly stipulating that all Personal Property has been removed from the Property and waiving any and all rights Seller may have in or to any Personal Property that may remain on the Property. In the event that Personal Property remains on or within the Property after Closing in violation of the terms of this Contract, Buyer shall owe no duty to protect such Personal Property, and shall, in no event, be liable or responsible to Seller or any other or person or entity for loss, damage or destruction of same. Any proceeds received by Buyer for the Personal Property shall be the property of Buyer. Upon request of Buyer, Seller shall execute and deliver to Buyer a Bill of Sale (herein so called), in form and substance satisfactory to Buyer, assigning the Personal Property, or portion thereof, as dictated by Buyer, to Buyer. SELLER SHALL INDEMNIFY AND HOLD BUYER HARMLESS, FROM AND AGAINST ANY AND ALL LOSS, LIABILITY, DAMAGE CLAIM AND/OR EXPENSE, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND COSTS, ARISING FROM, OR RELATED TO THE PERSONAL PROPERTY, INCLUDING WITHOUT LIMITATION, (I) THE FAILURE TO COMPLY WITH THIS ARTICLE V BY SELLER; AND (II) ANY CLAIM ASSERTED BY ANY PERSON OR ENTITY RELATED TO THE OWNERSHIP, DAMAGE, LOSS, OR DISPOSAL OF THE PERSONAL PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY SUCH CLAIMS CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENCE, OF ANY KIND, TYPE OR DEGREE, OF BUYER. 5.02A Stipulation of Buyer. Buyer stipulates the following: (a) Buyer, subject to the representations, warranties, covenants and agreements provided by Seller in this Article V, stipulates that it is (i) relying upon its own investigation of the Property; (ii) not relying upon any reports the Seller has furnished or will furnish or any oral or written statement of Seller or any of the Seller's agents; and (iii) relying upon its own due diligence in making its determination about whether to buy the Property. Except as expressly provided by Seller pursuant to the representations, warranties, covenants and agreements in this Article V, Buyer is not relying upon any oral or written statement of the Seller, or any of the Seller's agents, in making its determination to buy the Property. 5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this Contract, the representations, warranties, covenants and agreements of Seller contained in this Contract shall survive the Closing, and shall not, in any circumstance, be merged with the General Warranty Deed, as described in Article VII, Section 7.02(a). Contract of Sale Page 10 q:lcityattlrichard [2]lomni contract of sale -redline accepted final[3].docx ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this Contract unless, within the designated time periods, all of the following shall have occurred: (a) Seller has performed, furnished, or caused to be furnished to Buyer all items required to be so performed or furnished under other sections of this Contract; and (b) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with Article III. 6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements. Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of Seller contained in this Contract are true and correct or have been performed, as applicable, as of Closing, except where specific reference is made to another date. 6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the date of Closing, any portion of the Property has been condemned or is the subject of condemnation, eminent domain, or other material proceeding, or the Property, or any part thereof, has been materially or adversely impaired in any manner. 6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined that the Property is unsuitable to or for Buyer's purposes. 6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying the waived condition precedent. 6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of Buyer's obligations under this Contract have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately returned to Buyer by the Title Company. The Seller shall, on written request from Buyer, promptly issue the instructions necessary to instruct the Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other. 6.07 Notice of Failure of Condition Precedent. In the event any of the conditions precedent to the performance of Buyer's obligations under this Contract have not been satisfied by Seller or waived by Buyer, and Buyer possesses actual knowledge of such Contract of Sale Page 11 q:lcityattlrichard [2pomni contract of salt-rcdlinc acccpted 6na1[31.docx failure, Buyer will provide notice of such failure to Seller and, in the event of a failure of a condition precedent set forth in Section 6.02, above, a ten (10) day opportunity to cure in favor of Seller, prior to Closing. ARTICLE VII CLOSING 7.01 Date and Place of Closing. The Closing (herein so called) shall take place in the offices of the Title Company and shall be accomplished through an escrow to be established with the Title Company, as escrowee. The Closing Date shall be the earlier to occur of (a) satisfaction or occurrence of all conditions precedent to Buyer's obligations to perform hereunder, as determined by Buyer, or waiver of same by Buyer, but in no event to be later than the date provided in subparagraph (b), below; and (b) either (i) ninety (90) calendar days after the Effective Date; or, (ii) in the event that the Absolute Review Period is extended by Buyer, as provided in Section 4.01(b), above, one hundred thirty five (135) calendar days of the Effective Date, unless otherwise provided in this Contract, or as may be mutually agreed upon by Buyer and Seller (the "Closing Date"). 7.02 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title Company, at the expense of the party designated herein, the following items: (i) The Title Policy, in the form specified in Article III, Section 3.05; (ii) The General Warranty Deed, substantially in the form as attached hereto as Exhibit "B", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iii) An updated UCC Search, dated not more than (3) days prior to Closing, showing no filings against or with respect to the Property; (iv) The Waiver and/or Bill of Sale as provided in Article V, Section 5.02(f), if requested by Buyer; and (v) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b) Buyer. At the Closing, Buyer shall deliver to Seller or the Title Company, the following items: (i) The sum required by Article II, Section 2.01, less the Earnest Money and interest earned thereon, in the form of a check or cashier's check or other immediately available funds; Contract of Sale Page 12 q:lcityatllrichard (2)lomni contract of sale -redline accepted final[3],docx (ii) The Release of Liens, substantially in the form as attached hereto as Exhibit "C," duly executed by Buyer and acknowledged; (iii) The Release of Insurance Proceeds, substantially in the form as attached hereto as Exhibit "D," duly executed by Buyer; and (iv) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing. The following item shall be adjusted or prorated between Seller and Buyer with respect to the Property: (a) Ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur shall be prorated between Seller and Buyer as of the Closing Date. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. As soon as the amount of taxes levied against the Property for the calendar year in which Closing shall occur is known, Seller and Buyer shall readjust in cash the amount of taxes to be paid by each party with the result that Seller shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the Closing Date) and Buyer shall pay for those taxes attributable to the period of time commencing with the Closing Date. 7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing. 7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in negotiating, preparing, and closing the transaction contemplated by this Contract. Seller is responsible for paying fees, costs and expenses identified herein as being the responsibility of Seller. Buyer is responsible for paying fees, costs and expenses identified herein as being the responsibility of Buyer. If the responsibility for such costs or expenses associated with closing the transaction contemplated by this Contract are not identified herein, such costs or expenses shall be allocated between the parties in the customary manner for closings of real property similar to the Property in Lubbock County, Texas. ARTICLE VIII DEFAULTS AND REMEDIES 8.01 Seller's Defaults and Buyer's Remedies. Contract of Sale Page 13 gAcityattlrichard [2]lomni contract ofsale-redline accepted final[3].docx (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Seller's warranties or representations contained in this Contract are untrue on the Closing Date; or (ii) Seller fails to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Seller's part required within the time limits and in the manner required in this Contract; or (iii) Seller fails to deliver at Closing, the items specified in Article VII, Section 7.02(a) of this Contract for any reason other than a default by Buyer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's remedies for the default, may, at Buyer's sole option, do any and all of the following: (i) Terminate this Contract by written notice delivered to Seller in which event the Buyer shall be entitled to a return of the Earnest Money, and Seller shall, promptly on written request from Buyer, execute and deliver any documents necessary to cause the Title Company to return to Buyer the Earnest Money; (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Commitment, whereupon Buyer shall waive title objections, if any, and accept such title without reduction in Purchase Price on account of title defects and shall be entitled to assert any rights for damages based on Seller's representations, warranties and obligations; and (iii) Seek other recourse or relief as may be available to Buyer at or by law, equity, contract or otherwise. It is expressly agreed that the exercise of any right or remedy by Buyer shall not preclude the concurrent or subsequent exercise of any other right or remedy, and all rights and remedies shall be cumulative. Buyer shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. 8.02 Buyer's Default and Seller's Remedies. (a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver at Closing the items specified in Article VII, Section 7.02(b) of this Contract for any reason other than a default by Seller under this Contract or termination of this Contract of Sale Page 14 q:lcityattlrichard [2]lomni contract of sale -redline accepted final[3].docx Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedy for the default, may: (i) Terminate this Contract by written notice delivered to Buyer in which event the Seller shall be entitled to a return of the Earnest Money, and Buyer shall, promptly on written request from Seller, execute and deliver any documents necessary to cause the Title Company to return to Seller the Earnest Money. ARTICLE IX MISCELLANEOUS 9.01 Notice. All notices, demands, requests, and other communications required hereunder shall be in writing, delivered, unless expressly provided otherwise in this Contract, by telephonic facsimile, by hand delivery or by United States Mail, and shall be deemed to be delivered and received, upon the earlier to occur of (a) the date provided if provided by telephonic facsimile or hand delivery, and (b) the date of the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: SELLER: Lubbock Omni Office, Inc, Attn: Hung Phuoc Nguyen 20119 Baldwin Oak Katy, Texas 77449 Telephone: (832) 3214592 Copies to: For Seller: Law Office of Shane M. Boasberg 2901 Bee Caves Road Commissioner's House, Box E Austin, Texas 78746 Telecopy: (512) 561-5004 BUYER: City of Lubbock Dave Booher Right of Way Agent 1625 13`1' St Lubbock, Texas 79401 Telecopy: (806) 775-2352 For Bum Richard Casner Natural Resources and Utility Attorney City Attorney's Office 1625 13`1i St Lubbock, Texas 79401 Telecopy: (806) 775-2218 9.02 Governing Law and Venue. This Contract is being executed and delivered and is intended to be performed in the State of Texas, the laws of Texas governing the validity, construction, enforcement and interpretation of this Contract. THIS CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY Contract of Sale Page 15 q:lcityattlrichard [2Domni contract of sale -redline accepted fina](31.docx ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE IN LUBBOCK COUNTY, TEXAS. 9.03 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, related to the Property, and may be amended or supplemented only in writing executed by the party against whom enforcement is sought. 9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective successors and assigns. If requested by Buyer, Seller agrees to execute, acknowledge and record a memorandum of this Contract in the Real Property Records of Lubbock County, Texas, imparting notice of this Contract to the public. 9.05 Risk of Loss. If any damage or destruction to the Property shall occur after the Effective Date and prior to Closing, or if any condemnation or any eminent domain proceedings are threatened or initiated that might result in the taking of any portion of the Property, Buyer may, at Buyer's option, do any of the following: (a) Terminate this Contract and withdraw from this transaction without cost, obligation or liability, in which case the Earnest Money shall be immediately returned to Buyer; or (b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be entitled to receive (i) in the case of such damage or destruction, all insurance proceeds; and (ii) in the case of eminent domain, all proceeds paid for the Property related to the eminent domain proceedings. Buyer shall have a period of up to twenty (20) calendar days after receipt of written notification from Seller on the final settlement of all condemnation proceedings or insurance claims related to damage or destruction of the Property, including without limitation, of any improvement located on the Property, in which to make Buyer's election. In the event Buyer elects to close prior to such final settlement, then the Closing .shall take place as provided in Article VII, above, and there shall be assigned by Seller to Buyer at Closing all interests of Seller in and to any and all insurance proceeds or condemnation awards which may be payable to Seller on account of such event. In the event Buyer elects to close upon this Contract after final settlement, as described above, Closing shall be held on the later to occur of (i) the Closing Date; and (ii) five (5) business days after such final settlement. 9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed and/or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute and/or deliver, or cause to be performed, executed and/or delivered at the Closing or after the Closing, any further deeds, acts, and assurances as are reasonably necessary to consummate the transactions contemplated Contract of Sale Page 16 gAcityattlrichard [2]lomni contract of sale -redline accepted final[31.docx hereby. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article IX, Section 9.06 shall survive Closing. 9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are incorporated in and made a part of, this Contract for all purposes. 9.09 Delegation of Authority. Authority to take any actions that are to be, or may be, taken by Buyer under this Contract, including without limitation, adjustment of the Closing Date, are hereby delegated by Buyer, pursuant to action by the City Council of Lubbock, Texas, to James Loomis, City Manager of Buyer, or his designee. 9.10 Contract Execution. This Contract of Sale may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.11 Business Days. If the Closing Date or the day of performance required or permitted under this Contract falls on a Saturday, Sunday or Lubbock County holiday, then the Closing Date or the date of such performance, as the case may be, shall be the next following regular business day. 9.12 Assignment. Buyer may assign its rights hereunder at any time at or prior to Closing to any other person or entity. Seller agrees that if Buyer assigns its rights under this Contract, such assignment will have the effect of fully releasing Buyer from any and all obligations and duties hereunder without the necessity of further documentation to evidence the same. Notwithstanding the previous sentence, upon any such assignment, Seller agrees to execute any such documents as Buyer may require to further evidence that Buyer has been released from any and all liability with regard to this Contract. 9.13 Arm's Length Transaction. Seller and Buyer acknowledge and stipulate that the transactions contemplated by this Contract constitute arm's length transactions, and neither party hereto is or was under any duress of any kind related to entering to this Contract and/or performance of the terms of this Contract. Seller and Buyer are each represented by legal counsel and consequently, any rules of construction that would tend to construe ambiguities against the drafting party shall not be employed for any use or purpose. Further, Seller and Buyer acknowledge and stipulate that they are currently involved in litigation relating to the Property and that, in the event Closing shall not occur for any reason, Seller and Buyer acknowledge and stipulate that such litigation shall not be affected, except as may be expressly provided by valid order of the Court, by this Contract, any activities related to this Contract and/or the termination of this Contract. 9.14 Expiration of Offer. The execution of this Contract by Seller constitutes, subject to the terms hereof, an irrevocable offer to sell the Property to Buyer. Unless by 5:04 p.m. Contract of Sale Page 17 q:lcityattlrichard [211omni contractor gal e -redline accepted final[31.doex on July It, 2014, this Contract is accepted by Buyer by action of the City Council of Buyer, the offer of this Contract shall be automatically revoked and terminated. SELLER: Lubbock Omni Office, Inc., a Texas corporation Bv: Title:, Executed by Seller on the q 0 day of a f1r'�:6 , 2014. BUYER: /1�0� By: 29 Jim Ge{r� Mayor Pro 'fens V Executed by Buyer on the day of July, 2014. ATTEST: ebec a Garza, City Secretary APPRO ED AS TO CONT T: JameLoomis, City Manager APPROVE© AS TO FORM: Richard K. Casner, Natural Resources and Utility Attorney Contract of Sale Page 18 q\ciryottVicha J 121iomni conomd of ulo-MIincwcgp awll3ldmx RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of an executed copy of this Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of this Contract to perform its duties pursuant to the provisions of this Contract and comply with Section 6045(e) of the Intemal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or fors promulgated thereunder. TITLE COMPANY: Lubbock Abstract and Title Company 1216 Texas Avenue Lubbock, Texas 79401 IN Printed Name: &(a l l W tk 6)<S Av, Title: F SCy- b w 8st C'2 e. Contract receipt date: i - I 4 , 2014 Contract of Sale Pagc 19 q Xcityattlrichard 12Domni contract of sale -redline accepted final[3].docx EXHIBIT "A" to Contract of Sale Legal Description Of Property TRACT I: Lots Eleven (11), Twelve (12), Thirteen (13), Fourteen (14), Fifteen (15), Sixteen (16), Seventeen (17), Eighteen (18), Nineteen (19), and Twenty (20), Block One Hundred Forty - Seven (147), and that portion of 14'' Street lying adjacent to Block 147, ORIGINAL TOWN to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat, and/or Dedication Deed thereof recorded in Volume 5, Page 384, Deed Records of Lubbock County, Texas. TRACT II: Lots One (1), Two (2), Three (3), Four (4), Five (5), Six (6), Seven (7), Eight (8), Nine (9), and Ten (10), Block One Hundred Sixty -Four (164), ORIGINAL TOWN to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat, and/or Dedication Deed thereof recorded in Volume 5, Page 384, Deed Records of Lubbock County, Texas. TRACT III: Lots One (1), Two (2), Three (3), Four (4), Five (5) and Sixteen (16), Seventeen (17), Eighteen (18), Nineteen (19), and Twenty (20), Block One Hundred Sixty -Three (163), and that portion of a North-South alley lying between Lots 1-5 and Lots 16-20, Block 163, and that portion of 14`h Street lying adjacent to Block 163, ORIGINAL TOWN to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat, and/or Dedication Deed thereof recorded in Volume 5, Page 384, Deed Records of Lubbock County, Texas. TRACT IV: Lots Eight (8), Nine (9), Ten (10), Eleven (11), Twelve (12), Thirteen (13), and Fourteen (14), Block One Hundred Forty -Eight (148), ORIGINAL TOWN to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat, and/or Dedication Deed thereof recorded in Volume 5, Page 384, Deed Records of Lubbock County, Texas. TRACT V: An Underground Easement as set forth in instrument dated August 27, 1959, recorded in Volume 762, Page 395, Deed Records of Lubbock County, Texas, described by metes and bounds as follows: BEGINNING at a point which is 2 feet East of the back of the curb along the East side of Avenue L said point also being 8 feet more or less West of the South West corner of Lot 5, Block 163, Original Town, Lubbock County, Texas; Contract of Sale Page 20 q:lcityattlrichard 1211omni contract of sale -redline accepted final[31.docx THENCE North a distance of 130 feet to a point; THENCE around a curve to the right having a radius of 8 feet to a point 2 feet South of the curb along the South side of 10 Street, said point being approximately 8 feet North of the Northwest corner of Lot 1, said Block 163; THENCE Easterly parallel to the South curb of 14`h Street to a point approximately 8 feet North of the North-east corner of Lot 20, said Block 163; THENCE around a curve having a radius of approximately 8 feet to a point 2 feet West of the West curb of Avenue K and said point being approximately 8 feet East of the North- east corner of Lot 20, Block 163; THENCE South a distance of 130 feet, more or less, to a point 2 feet West of the West curb of Avenue K said point being approximately 8 feet East of the Southeast comer of Lot 16, said Block 163; THENCE West a distance of 8 feet more or less to the Southeast corner of Lot 16, said Block 163; THENCE North a distance of 130 feet more or less to the Northeast corner of Lot 20, said Block 163; THENCE West a distance of 125 feet to the Northwest corner of said Lot 20; THENCE South a distance of 130 feet more or less to the Southwest corner of Lot 16, of said Block 163; THENCE West a distance of 20 feet to the Southeast corner of Lot 5, of said Block 163; THENCE North a distance 130 feet more or less to the Northeast corner of Lot 1, said Block 163; THENCE West a distance of 125 feet to the Northwest corner of said Lot 1; THENCE South a distance of 130 feet, more or less, to Southwest corner of Lot 5, of said Block 163; THENCE West a distance of 8 feet more or less to the POINT OF BEGINNING. TRACT VI: An Aerial Easement as set forth in instrument dated August 27, 1959, recorded in Volume 762, Page 395, Deed Records, Lubbock County, Texas, described by metes and bounds as follows: Contract of Sale Page 21 q:lcityattlrichard [2Domni contract of sale -redline accepted final[3],docx BEGINNNING at a point which is the Southeast comer of Lot 5, Block 163, of Original Town, City of Lubbock; THENCE North a distance of 130 feet, more or less to a point which is the Northeast corner of Lot 1, said Block 163; THENCE West a distance of 125 feet, more or less to a point which is the Northwest corner of said Lot 1; THENCE North a distance of 8 feet, more or less to a point which is 2 feet South of the South curb of 14'` Street; THENCE East parallel to the South curb of 10 Street a distance of 270 feet, more or less to a point that is 8 feet, more or less North of the Northeast corner of Lot 20, said Block 163; THENCE South a distance of 8 feet, more or less to the Northeast corner of said Lot 20; THENCE West a distance of 125 feet, more or less to the Northwest corner of said Lot 20; THENCE South 130 feet, more or less to the Southwest comer of Lot 16, said Block 163; THENCE West a distance of 20 feet, more or less to the POINT OF BEGINNING. Contract of Sale Page 22 q:lcityattlrichard [2]lomni contract of sale -redline accepted final[3].docx EXHIBIT "B" to Contract of Sale 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 RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. GENERAL WARRANTY DEED STATE OF TEXAS § COUNTY OF LUBBOCK § KNOW ALL MEN BY THESE PRESENTS That Lubbock Omni Office, Inc., a Texas corporation (herein called "Grantor"), for and in consideration of the sum of TEN AND NO/ 100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the City of Lubbock, Texas, a Texas home rule municipal corporation (herein called "Grantee"), 1625 13`I' St., Lubbock, Texas 79457, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Lubbock County, Texas being particularly described on Exhibit "A", attached hereto and made a part hereof for all purposes, and being located in Lubbock County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). Exceptions to conveyance and warranty: [Insert Permitted Exceptions, if any] Grantee, subject to the representations, warranties, covenants and agreements provided in Contract of Sale Page 23 gAcityattlrichard [2]lomni contract of sale -redline accepted final[3].docx Article V of that certain Contract of Sale, dated July, 2014, by and between Grantor and Grantee (the "Contract of Sale"), expressly acknowledges that the Property is conveyed, granted and accepted AS -IS, WHERE -IS WITH ALL FAULTS, and, except as expressly set forth in Article V of the Contract of Sale, Grantor makes no representations or warranties, express or implied, with respect to the physical condition or any other aspect of the Property, including without limitation: (i) the structural integrity of improvements on such properties, if any; and (ii) the manner, construction, condition and state of repair or lack of repair of any improvements on such properties (collectively, the "Property Condition"). EXCEPT AS PROVIDED IN ARTICLE V OF THE CONTRACT OF SALE AND WARRANTIES OF TITLE MADE IN THIS DEED, GRANTEE HEREBY WAIVES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS IT MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY, CONDITION, HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATED TO THE PROPERTY, ANY IMPROVEMENTS THEREON OR THE PROPERTY CONDITION. Grantor hereby conveys and assigns, without recourse or representation, to Grantee, any and all claims or causes of action, either at law, equity, or by statute, that Grantor may have for or related to any errors, omissions, defects in or damage or injury to the Property, whether temporary or permanent, and whether latent or patent, it being stipulated by Grantor that this provision is to be provided the broadest possible interpretation in favor of Grantee. This Deed, and the conveyances and grants hereof, are subject to the terms, provisions and agreements of that certain Contract of Sale. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and Contract of Sale Page 24 gAcityaltlrichard [211omni contract ofsale-redline accepted final13l.docx assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. EXECUTED the day of , 2014. Lubbock Omni Office, Inc., a Texas corporation Name: Title: ACKNOWLEDGMENT THE STATE OF § COUNTY OF § This instrument was acknowledged before me on , , 2014 by , of Lubbock Omni Office, Inc., a Texas corporation, on behalf of said corporation. Notary Public, State of Texas My commission expires: Contract of Sale Page 25 q.lcityaltlrichard [2Domni contract ofsale-redline accepted final[31.docx Upon Filing Return To: City of Lubbock Dave Booher Right of Way Agent 1625 13" St Lubbock, Texas 79401 Telecopy: (806) 775-2352 Contract of Sale Page 26 q:lcityattlrichard [2]lomni contract of sale -redline accepted final[3].docx EXHIBIT "A" to General Warranty Deed Legal Description Of Property TRACT I• Lots Eleven (11), Twelve (12), Thirteen (13), Fourteen (14), Fifteen (15), Sixteen (16), Seventeen (17), Eighteen (18), Nineteen (19), and Twenty (20), Block One Hundred Forty - Seven (147), and that portion of 14th Street lying adjacent to Block 147, ORIGINAL TOWN to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat, and/or Dedication Deed thereof recorded in Volume 5, Page 384, Deed Records of Lubbock County, Texas. TRACT H: Lots One (1), Two (2), Three (3), Four (4), Five (5), Six (6), Seven (7), Eight (8), Nine (9), and Ten (10), Block One Hundred Sixty -Four (164), ORIGINAL TOWN to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat, and/or Dedication Deed thereof recorded in Volume 5, Page 384, Deed Records of Lubbock County, Texas. TRACT III: Lots One (1), Two (2), Three (3), Four (4), Five (5) and Sixteen (16), Seventeen (17), Eighteen (18), Nineteen (19), and Twenty (20), Block One Hundred Sixty -Three (163), and that portion of a North-South alley lying between Lots 1-5 and Lots 16-20, Block 163, and that portion of 10 Street lying adjacent to Block 163, ORIGINAL TOWN to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat, and/or Dedication Deed thereof recorded in Volume 5, Page 384, Deed Records of Lubbock County, Texas. TRACTIV: Lots Eight (8), Nine (9), Ten (10), Eleven (11), Twelve (12), Thirteen (13), and Fourteen (14), Block One Hundred Forty -Eight (148), ORIGINAL TOWN to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat, and/or Dedication Deed thereof recorded in Volume 5, Page 384, Deed Records of Lubbock County, Texas. TRACT V: An Underground Easement as set forth in instrument dated August 27, 1959, recorded in Volume 762, Page 395, Deed Records of Lubbock County, Texas, described by metes and bounds as follows: BEGINNING at a point which is 2 feet East of the back of the curb along the East side of Avenue L said point also being 8 feet more or less West of the South West corner of Lot 5, Block 163, Original Town, Lubbock County, Texas; Contract of Sale Page 27 q:lcityattlrichard (2)lotnni contract of sale -redline accepted final(3).docx THENCE North a distance of 130 feet to a point; THENCE around a curve to the right having a radius of 8 feet to a point 2 feet South of the curb along the South side of 14a` Street, said point being approximately 8 feet North of the Northwest corner of Lot 1, said Block 163; THENCE Easterly parallel to the South curb of 14a' Street to a point approximately 8 feet North of the North-east corner of Lot 20, said Block 163; THENCE around a curve having a radius of approximately 8 feet to a point 2 feet West of the West curb of Avenue K and said point being approximately 8 feet East of the North- east corner of Lot 20, Block 163; THENCE South a distance of 130 feet, more or less, to a point 2 feet West of the West curb of Avenue K said point being approximately 8 feet East of the Southeast comer of Lot 16, said Block 163; THENCE West a distance of 8 feet more or less to the Southeast corner of Lot 16, said Block 163; THENCE North a distance of 130 feet more or less to the Northeast corner of Lot 20, said Block 163; THENCE West a distance of 125 feet to the Northwest corner of said Lot 20; THENCE South a distance of 130 feet more or less to the Southwest corner of Lot 16, of said Block 163; THENCE West a distance of 20 feet to the Southeast comer of Lot 5, of said Block 163; THENCE North a distance 130 feet more or less to the Northeast corner of Lot 1, said Block 163; THENCE West a distance of 125 feet to the Northwest corner of said Lot 1; THENCE South a distance of 130 feet, more or less, to Southwest corner of Lot 5, of said Block 163; THENCE West a distance of 8 feet more or less to the POINT OF BEGINNING. TRACT VI: An Aerial Easement as set forth in instrument dated August 27, 1959, recorded in Volume 762, Page 395, Deed Records, Lubbock County, Texas, described by metes and bounds as follows: Contract of Sale Page 28 q:lcityattlrichard [2nomni contract of sale -redline accepted Gna](3].docx BEGINNNING at a point which is the Southeast corner of Lot 5, Block 163, of Original Town, City of Lubbock; THENCE North a distance of 130 feet, more or less to a point which is the Northeast corner of Lot 1, said Block 163; THENCE West a distance of 125 feet, more or less to a point which is the Northwest comer of said Lot 1; THENCE North a distance of 8 feet, more or less to a point which is 2 feet South of the South curb of 14'h Street; THENCE East parallel to the South curb of 140' Street a distance of 270 feet, more or less to a point that is 8 feet, more or less North of the Northeast corner of Lot 20, said Block 163; THENCE South a distance of 8 feet, more or less to the Northeast comer of said Lot 20; THENCE West a distance of 125 feet, more or less to the Northwest corner of said Lot 20; THENCE South 130 feet, more or less to the Southwest comer of Lot 16, said Block 163; THENCE West a distance of 20 feet, more or less to the POINT OF BEGINNING. Contract of Sale Page 29 gAcityattlrichard 12]lomni contract of sale -redline accepted finall3].docx EXHIBIT "C" To Contract of Sale RELEASE OF LIENS STATE OF TEXAS § COUNTY OF LUBBOCK § KNOW ALL MEN BY THESE PRESENTS THIS Release of Liens, is dated the day of , 2014, executed by the City of Lubbock, Texas, a Texas home rule municipal corporation ("City"). The undersigned City is the owner of, and beneficiary under, those certain Notice of Liens (collectively, the "Liens"), described as follows: 1. Dated July 2, 2012, recorded under Clerk's File No. 2012026354, Official Public Records, Lubbock County, Texas. 2. Dated July 2, 2012, recorded under Clerk's File No. 2012026355, Official Public Records, Lubbock County, Texas. 3. Dated December 28, 2012, recorded under Clerk's File No. 2013001143, Official Public Records, Lubbock County, Texas. 4. Dated December 6, 2012, recorded under Clerk's File No. 2012050260, Official Public Records, Lubbock County, Texas. The Liens encumber certain real property, located in Lubbock County, Texas, being more particularly described in Exhibit "A," attached hereto and made a part hereof (the "Property"). City acknowledges that the amounts secured by the Liens, have been paid, and the undersigned City hereby releases the Property from the Liens. Contract of Sale Page 30 gAcityattlrichard [2]lomni contract of sale-rcdlinc accepted final[3].docx CITY OF LUBBOCK, TEXAS GLEN C. ROBERTSON, MAYOR Acknowledgement STATE OF TEXAS § COUNTY OF LUBBOCK § This instrument was acknowledged before me on , 2014 by Glen C. Robertson, Mayor of the City of Lubbock, Texas, on behalf of said City. Notary Public in and for the State of Texas My Commission Expires: Contract of Sale Page 31 q:lcityattlrichard [2Domni contract of sale -redline accepted final[3].docx EXHIBIT "A" to Release of Liens Real Property Description 1. Real Property Encumbered by Notice of Lien, Clerk's file No. 2012026354: lots 11-20, Block 147, Original T Addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat or dedication deed thereof recorded in Volume 5, Page 384, Deed Records, Lubbock County, Texas. 2. Real Property Encumbered by Notice of Lien, Clerk's File No. 2012026355: Lots 1-3 and 16-20, Block 163, Original T Addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat or dedication deed thereof recorded in Volume 5, Page 384, Deed Records, Lubbock County, Texas. 3. Real Property Encumbered by Notice of Lien, Clerk's file No. 2013001143: lots 1-10, Block 164, Original T Addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat or dedication deed thereof recorded in Volume 5, Page 384, Deed Records, Lubbock County, Texas. 4. Real Property Encumbered by Notice of Lien, Clerk's file No. 2012050260: lots 8-10, Block 148, Original T Addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat or dedication deed thereof recorded in Volume 5, Page 384, Deed Records, Lubbock County, Texas. Contract of Sale Page 32 q:lcityattlrichard [211omni contract of sale -redline accepted finall3l.docx Exhibit I'D" To Contract of Sale RELEASE OF INSURANCE PROCEEDS STATE OF TEXAS § COUNTY OF LUBBOCK § KNOW ALL MEN BY THESE PRESENTS THIS Release of Insurance Proceeds ("Release"), is dated this _ day of , 2014, executed and delivered by the City of Lubbock, Texas, a Texas home rule municipal corporation ("City"). The undersigned City, for good and valuable consideration received, the receipt and sufficiency of which is hereby acknowledged, hereby releases all of its right, title and interest in and to the proceeds in the amount of Two Hundred Fifteen Thousand, Eight Hundred Sixty One and 84/100 Dollars ($215,861.84), payable under insurance policy/file number PRDGY00397, issued by USLI, regarding or related to damage or loss occurring on or about February 18, 2013, to that certain real property being described on Exhibit "A," attached hereto and made a part hereof ("Insurance Proceeds"). It is expressly, agreed and stipulated that this Release shall not affect any interest in the real property presently owned, or to be owned in the future, by the City, and that this Release affects only a release of the Insurance Proceeds. Executed as of the day first written above. CITY OF LUBBOCK, TEXAS GLEN C. ROBERTSON, MAYOR Contract of Sale Page 33 gAcityattVichard [2]lomni contract of sale -redline accepted final[31.docx EXHIBIT "A" to Release of Insurance Proceeds Real Property Description TRACT I: Lots Eleven (11), Twelve (12), Thirteen (13), Fourteen (14), Fifteen (15), Sixteen (16), Seventeen (17), Eighteen (18), Nineteen (19), and Twenty (20), Block One Hundred Forty - Seven (147), and that portion of 10 Street lying adjacent to Block 147, ORIGINAL TOWN to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat, and/or Dedication Deed thereof recorded in Volume 5, Page 384, Deed Records of Lubbock County, Texas. TRACT 11: Lots One (1), Two (2), Three (3), Four (4), Five (5), Six (6), Seven (7), Eight (8), Nine (9), and Ten (10), Block One Hundred Sixty -Four (164), ORIGINAL TOWN to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat, and/or Dedication Deed thereof recorded in Volume 5, Page 384, Deed Records of Lubbock County, Texas. TRACT III: Lots One (1), Two (2), Three (3), Four (4), Five (5) and Sixteen (16), Seventeen (17), Eighteen (18), Nineteen (19), and Twenty (20), Block One Hundred Sixty -Three (163), and that portion of a North-South alley lying between Lots 1-5 and Lots 16-20, Block 163, and that portion of 10 Street lying adjacent to Block 163, ORIGINAL TOWN to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat, and/or Dedication Deed thereof recorded in Volume 5, Page 384, Deed Records of Lubbock County, Texas. TRACT IV: Lots Eight (8), Nine (9), Ten (10), Eleven (11), Twelve (12), Thirteen (13), and Fourteen (14), Block One Hundred Forty -Eight (148), ORIGINAL TOWN to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat, and/or Dedication Deed thereof recorded in Volume 5, Page 384, Deed Records of Lubbock County, Texas. TRACT V: An Underground Easement as set forth in instrument dated August 27, 1959, recorded in Volume 762, Page 395, Deed Records of Lubbock County, Texas, described by metes and bounds as follows: BEGINNING at a point which is 2 feet East of the back of the curb along the East side of Avenue L said point also being 8 feet more or less West of the South West corner of Lot 5, Block 163, Original Town, Lubbock County, Texas; THENCE North a distance of 130 feet to a point; Contract of Sale Page 34 q:lcityattlrichard [2]lomni contract of sale -redline accepted final[31,docx THENCE around a curve to the right having a radius of 8 feet to a point 2 feet South of the curb along the South side of 14th Street, said point being approximately 8 feet North of the Northwest corner of Lot 1, said Block 163; THENCE Easterly parallel to the South curb of 14`h Street to a point approximately 8 feet North of the North-east comer of Lot 20, said Block 163; THENCE around a curve having a radius of approximately 8 feet to a point 2 feet West of the West curb of Avenue K and said point being approximately 8 feet East of the North- east corner of Lot 20, Block 163; THENCE South a distance of 130 feet, more or less, to a point 2 feet West of the West curb of Avenue K said point being approximately 8 feet East of the Southeast comer of Lot 16, said Block 163; THENCE West a distance of 8 feet more or less to the Southeast corner of Lot 16, said Block 163; THENCE North a distance of 130 feet more or less to the Northeast comer of Lot 20, said Block 163; THENCE West a distance of 125 feet to the Northwest corner of said Lot 20; THENCE South a distance of 130 feet more or less to the Southwest corner of Lot 16, of said Block 163; THENCE West a distance of 20 feet to the Southeast corner of Lot 5, of said Block 163; THENCE North a distance 130 feet more or less to the Northeast comer of Lot 1, said Block 163; THENCE West a distance of 125 feet to the Northwest corner of said Lot 1; THENCE South a distance of 130 feet, more or less, to Southwest corner of Lot 5, of said Block 163; THENCE West a distance of 8 feet more or less to the POINT OF BEGINNING. TRACT VI: An Aerial Easement as set forth in instrument dated August 27, 1959, recorded in Volume 762, Page 395, Deed Records, Lubbock County, Texas, described by metes and bounds as follows: BEGINNNING at a point which is the Southeast corner of Lot 5, Block 163, of Original Town, City of Lubbock; Contract of Sale Page 35 q:lcityattlrichard [2J omni contract of sale -redline accepted final[31.docx THENCE North a distance of 130 feet, more or less to a point which is the Northeast corner of Lot 1, said Block 163; THENCE West a distance of 125 feet, more or less to a point which is the Northwest corner of said Lot 1; THENCE North a distance of 8 feet, more or less to a point which is 2 feet South of the South curb of 14'h Street; THENCE East parallel to the South curb of 14'' Street a distance of 270 feet, more or less to a point that is 8 feet, more or less North of the Northeast corner of Lot 20, said Block 163; THENCE South a distance of 8 feet, more or less to the Northeast corner of said Lot 20; THENCE West a distance of 125 feet, more or less to the Northwest corner of said Lot 20; THENCE South 130 feet, more or less to the Southwest corner of Lot 16, said Block 163; THENCE West a distance of 20 feet, more or less to the POINT OF BEGINNING. Contract of Sale Page 36