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HomeMy WebLinkAboutResolution - 2013-R0072 - Contract - Market Lubbock Development Corporation - Land Sale - 02/14/2013Resolution No. 2013-R0072 February 14, 2013 Item No. 5.9 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 of Sale between the City of Lubbock and Market Lubbock Economic Development Corporation to sell 10.281 acres out of Section 3, Block O, Lubbock County, Texas, for economic development purposes. 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 on February 14 , 2013 ON,MAYOR ATTEST: Garza, City APPROVED AS TO CONTENT: /7� Dave Booher, Right of Way Agent APPROVED AS TO FORM: Linda L. Chamales, Economic Development Attorney City Olt/ Linda/ Res —Contract of Salc - MLI January 31. 2013 Resolution No. 2013-R0072 CONTRACT OF SALE STATE OF TEXAS § COUNTY OF LUBBOCK § This Contract of Sale (the "Contract") is made this 14th day of February 2013, effective as of the date of execution hereof by Seller (the "Effective Date"), by and between the CITY OF LUBBOCK, TEXAS, a Home Rule Municipal Corporation of Lubbock County, Texas, (referred to herein as "Seller"), and MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION, a Texas not for profit development corporation (referred to herein as "Buyer"). RECITALS WHEREAS, Seller owns the surface estate of that certain tract of land described on Exhibit "A", attached hereto, and located in Lubbock County, Texas (the "Land"); and WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, the Land and all the rights appurtenant to the Land (collectively, the "Property"). ARTICLE I SALE OF PROPERTY AND ASSIGNMENT OF LEASE AND AGREEMENT Sale of the Property. For the consideration hereinafter set forth, and upon the terms, conditions, reservations 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. The Purchase Price to be paid to Seller for the Property is the sum of One Hundred Twelve Thousand and No/100 Dollars ($112,000.00) (the "Purchase Price"). Said Purchase Price is the fair market value as determined by appraisal dated January 9, 2013. 2.02 Earnest Money. Buyer shall deposit the sum of One Hundred and No/100 Dollars ($100.00), as Earnest Money (herein so called) with Service Title Company, 1408 Buddy Holly, Lubbock, Texas, 79401 (the "Title Company"), as escrow agent, upon execution of this Contract by Seller and Buyer. 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. ARTICLE III TITLE AND SURVEY 3.01 Title Commitment. Within thirty (30) calendar days after the Effective Date, Seller, at Buyer's sole cost and expense, shall cause to be furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment") for the Property, issued by 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 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"). 3.02 Survey. Seller has caused to be prepared an on the ground survey of the Property (collectively, the "Survey"), dated November 9, 2012, as revised December 28, 2012. Buyer accepts said Survey as a current survey of the Property. The description of the Property as set forth in the Survey shall be used to describe the Property in the deed to convey the Property to Buyer and 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 (1 S) calendar days (the "Title Review Period") commencing with the day Buyer receives the Title Commitment, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ("Objections"), if any. Notwithstanding anything to the contrary herein, all exceptions to the conveyance and warranty being set forth in the General Warranty Deed, attached hereto as Exhibit `B", shall be deemed for all purposes as Permitted Exceptions and shall not be subject to Objection by Buyer. All items set forth in the Schedule C of the Title Commitment 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 (20) calendar days after Seller is provided notice of Objections, either satisfy the Objections at Seller's sole cost and expense or 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 (20) calendar day period, and if Buyer and Seller do not agree in writing to an extension of that period, then Buyer has the option of Contract of Sale — Market Lubbock Economic Development Corporation Page 2 of 23 either: (i) waiving the unsatisfied Objections within sixty (60) calendar days after the expiration of the Title Review Period, in which event those Objections shall become Permitted Exceptions (herein so called), or (ii) terminating this Contract by notice in writing 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. 3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a standard Texas Owner Policy of Title Insurance ("Title Policy") to be furnished to Buyer. The Title Policy shall be issued by the Title Company, on behalf of Chicago Title Insurance Corporation, 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. ARTICLE IV REPRESENTATIONS, WARRANTIES, COVENANTS, RESERVATIONS AND AGREEMENTS 4.01 Representations and Warranties of Seller and Buyer. (a) 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: (1) To the knowledge of Seller, the descriptive information concerning the Property set forth in this Contract is complete, accurate, true and correct. (2) To the knowledge of Seller, there are no adverse or other parties in possession of the Property or any part thereof, and that no party has been granted any license, lease or other right related to the use or possession of any of the Property, or any part thereof. (3) 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, and that all requisite actions necessary to authorize Seller to enter into this Contract and to carry out Seller's obligations hereunder have been, or by the Closing, will have been taken. Contract of Sale — Market Lubbock Economic Development Corporation Page 3 of 23 (4) To the knowledge of Seller, 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 against or affecting the Property. (5) 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 in this Contract. (b) To induce Seller to enter into this Contract and consummate the sale and purchase of the Property in accordance with the terms and provisions herewith, Buyer represents and warrants to Seller as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: (1) The Buyer has the full right, power, and authority to purchase the Property as provided in this Contract and to carry out Buyer's obligations hereunder, and that all requisite actions necessary to authorize Buyer to enter into this Contract and to carry out Buyer's obligations hereunder have been, or by the Closing, will have been taken. (2) Buyer has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction 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 in this Contract. 4.02 Covenants and Agreements of Seller and Buyer. (a) Seller covenants and agrees with Buyer as follows: (1) 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 or other agreement of any kind with respect to, or affecting, the Property that will not be fully performed on or before the Closing or would be binding on Buyer after the date of Closing. Contract of Sale — Market Lubbock Economic Development Corporation Page 4 of 23 (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 to the Property, or create, or permit to exist, any lien, encumbrance, or charge thereon. (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Buyer shall: (1) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Buyer. 4.03 Reservations of Seller. Seller, for itself, its successors and assigns, reserves from the sale and conveyance of the Property the following: (a) Buyer reserves for itself, its successors and assigns any and all oil, gas and other minerals, in, on and under and that may be produced from the Property. 4.04 Independent Evaluation of Buyer. Buyer has made an independent inspection and evaluation of the Property and acknowledges that Seller, except as expressly set forth in this Contract, has made no statements or representations concerning the present or future value of the Property, the condition, including the environmental condition of the Property, or the anticipated income, costs, or profits, if any, to be derived from the Property. FURTHER, EXCEPT AS IS EXPRESSLY MADE IN THIS CONTRACT, SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO THE DESCRIPTION, VALUE, QUALITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY, MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Buyer further acknowledges that, in entering into this Contract, it has relied solely upon its independent evaluation and examination of the Property and public records relating to the Property and the independent estimates, computations, evaluations and studies based thereon. Seller makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Buyer, if any, whether furnished by Seller or any other third party. Seller, its officers, employees, elected officials and agents assume no liability for the accuracy, completeness or usefulness of the material furnished by the Seller, or any of its officers, employees, elected officials and/or agents, if any, and/or any other third party. Reliance on any material so furnished shall not give rise to any cause, claim or Contract of Sale — Market Lubbock Economic Development Corporation Page 5 of 23 action against Seller, its officers, employees, elected officials and/or agents, and any such reliance shall be at Buyer's sole risk. THE CONVEYANCE OF THE PROPERTY SHALL BE ON A "WHERE IS", "AS IS" AND "WITH ALL FAULTS" BASIS, EXCEPT AS MAY BE EXPRESSLY PROVIDED OTHERWISE HEREIN, AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY, EXCEPT AS MAY BE EXPRESSLY PROVIDED OTHERWISE HEREIN, WHATSOEVER, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO DESCRIPTION, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY, QUALITY, VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE. Buyer shall satisfy itself, prior to the Closing, as to the type, condition, quality and extent of the Property and property interests which comprise the Property it is receiving pursuant to this Contract. 4.05 Survival Beyond Closing. The representations, warranties, covenants, reservations and agreements of Seller and Buyer contained in this Contract shall survive the Closing. ARTICLE V CONDITIONS PRECEDENT TO PERFORMANCE 5.01 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: (i) 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. 5.02 Breach of Seller's or Buyer's Representations, Warranties, Covenants and Agreements. Buyer and/or Seller is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of the other party to this Contract contained in this Contract are true and correct, as of the Closing Date, except where specific reference is made to another date. 5.03 Adverse Change. Buyer shall not be 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. 5.04 Simultaneous Closing. Buyer and Seller acknowledge that immediately upon Closing, Buyer intends to convey the Property that is the subject of this Contract of Sale to an economic development prospect for the purpose of developing the Property for light industry. Buyer shall not be obligated to perform under this Contract, if on the date of Contract of Sale — Market Lubbock Economic Development Corporation Page 6 of 23 Closing, Buyer is unable to simultaneously close with the economic development prospect. 5.05 Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer and/or Seller may, at their option, elect to waive any of the conditions precedent to the performance of its obligations under this Contract by giving to the non -waiving party, at any time prior to Closing, a written waiver specifying the waived condition precedent. 5.06 Termination if Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of a parry's obligations under this Contract have not been satisfied or waived by the non -waiving party, the non -waiving party may, by giving written notice to the other party, terminate this Contract. On non -waiving party's termination, the Earnest Money shall be immediately returned to the non -waiving party by the Title Company. Except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other in the event of such termination. ARTICLE VI CLOSING AND POST CLOSING OBLIGATIONS 6.01 Date and Place of Closing. The Closing 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 (herein sometimes called), shall be on the earlier to occur of (i) ten (10) days following the completion of all conditions precedent to Buyer's performance of this Contract as set forth in Article V hereof; or (ii) as mutually agreed on by Seller and Buyer. 6.02 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, the following items: (i) The Title Policy, in the form specified in Section 3.05; (ii) The General Warranty Deed, in the form as attached hereto as Exhibit `B", subject only to the Permitted Exceptions, duly executed by Seller and acknowledged; (iii) 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: Contract of Sale — Market Lubbock Economic Development Corporation Page 7 of 23 (i) The sum required by Section 2.01, less the Earnest Money and interest earned thereon, in the form of certified or cashier's check or other readily available funds; (ii) The General Warranty Deed, in the form as attached hereto as Exhibit `B", subject only to the Permitted Exceptions, duly executed by Buyer and acknowledged; (iii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 6.03 Ad Valorem Taxes. (a) It is expressly agreed and understood by Seller and Buyer that the Property is presently exempt from ad valorem taxation by all taxing entities with taxing jurisdiction over the Property. Buyer is a 501c(4) tax exempt organization and will also be exempt from ad valorem taxation by all taxing entities with taxing jurisdiction over the Property. (b) Notwithstanding anything to the contrary contained in this Contract, the provisions of this Section 6.03 shall survive the Closing. 6.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing. 6.05 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, 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 borne by the Buyer. 6.06 Post Closing Obligations of Buyer. From and after Closing, Buyer shall: (a) Utilize the Property for, and the conveyance of the Property to Buyer is on the condition that it utilize the Property for, economic development purposes, which could include that the property be marketed and developed by Buyer for light industry. This obligation shall be deemed a condition, and not a limitation, and shall not under any circumstance extend beyond the period of time allowed by law. (b) Notwithstanding anything to the contrary in this Contract, the provisions of this Section 6.06 shall survive the Closing. Buyer shall and hereby agrees to indemnify, defend and hold harmless Seller, its officers, elected officials, agents, successors and assigns from and against any and all Contract of Sale — Market Lubbock Economic Development Corporation Page 8 of 23 losses, demands, damages, costs, harms, injuries, causes of action, fines, penalties, expenses, claims or suits arising from, in connection with, or related to failure to comply with the post closing obligations set forth herein and/or breach of the warranties and covenants of Article IV, including the payment of reasonable attorneys' fees and costs. ARTICLE VII DEFAULTS AND REMEDIES 7.01 Seller's Defaults and Buyer's Remedies. (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. (b) Buyer's remedies. If Seller is in default under this Contract, Buyer, as Buyer's sole and exclusive remedy for the default, may terminate this Contract, and, following the expiration of five (5) calendar days after Seller is in receipt of written notice of the default, receive the Earnest Money from the Title Company as liquidated damages. 7.02 Buyer's Default, Seller's Remedies. (a) Buyer's Default. Buyer is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Buyer's warranties or representations contained in this Contract are untrue on the Closing Date; or (ii) Buyer fails to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Buyer's part required within the time limits and in the manner required in this Contract. (b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedy for the default, may terminate this Contract and, following the expiration of five (5) calendar days after Buyer is in receipt of written notice of the default, receive the Earnest Money from the Title Company as liquidated damages. Contract of Sale — Market Lubbock Economic Development Corporation Page 9 of 23 ARTICLE VIII MISCELLANEOUS 8.01 Notice. All notices, demands, requests, and other communications required hereunder shall be in writing, and shall be deemed to be delivered, upon the earlier to occur of (a) actual receipt, and (b) three (3) days after the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: BUYER: MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION 1500 Broadway, 6`h Floor Lubbock, Texas 79401 (806) 749-4500 Telecopy: (806) 749-4501 Copies to: For Bu, rimer: Tommy Swann McCleskey, Harriger, Brazill & Graf, L.L.P. P. O. Box 6170 Lubbock, Texas 79493 (806)796-7333 Telecopy: (806) 796-7365 SELLER: Lee Ann Dumbauld City Manager City of Lubbock P. O. Box 2000 Lubbock, Texas79457 (806) 775-2110 Telecopy: (806) 775-2051 For Seller: Dave Booher, Right -of -Way Agent City of Lubbock P. O. Box 2000 Lubbock, Texas 79457 (806)775-2352 Telecopy: (806) 775-3074 Linda L. Chamales Economic Development Attorney P. O. Box 2000 Lubbock, TX 79457 (806) 775-2215 Telecopy: (806) 775-3307 8.02 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 action brought with respect hereto, shall lie in Lubbock County, Texas. Contract of Sale — Market Lubbock Economic Development Corporation Page 10 of 23 8.03 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. 8.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective successors and assigns. 8.05 Risk of Loss. 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 any proceeds paid for the Property. If Buyer makes this election, the Closing shall be held on the tenth (10) calendar day after election is made to close and receive the proceeds. Buyer shall have a period of ten (10) days after receipt of written notification from Seller on the final settlement of all condemnation proceedings in which to make Buyer's election. 8.06 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 hereby. 8.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 8.08 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. 8.09 Delegation of Authority. Authority to take any actions that are to be, or may be, taken by Seller under this Contract are hereby delegated by Seller to City Manager, Lee Ann Dumbauld, or her designee. Contract of Sale — Market Lubbock Economic Development Corporation Page 1 I of 23 Executed by Seller on the L't 11 day ofr-LS J 2013. SELLER: CITY OF LUBBOCK, a Home Rule Municipal Corpomtion of Lubbock o tttty, Texas BY: G C. R69ERTSON, MAYOR ATTEST: Re cca Gana, Ctty Secretazy APPROVED AS TO CONTENT: L4 Ann Dumbauld, City Manager Dave Booher, Right -of -Way Agent APPROVED AS TO FORM: Linda L. Chamales, Economic Development Attorney Contract of Sale — Market Lubbock Economic Development Corporation Page 12 of 23 Executed by Buyer on ther" day of V E2013. BUYER: MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION, a Texas not for profit development corporation a m/cityal Linda/CmirectofSaioMuketLubbockEconomicMwiapmentCoM January 14,2013 Contract of Sale — Market Lubbock Economic Development Corporation Page 13 of 23 EXHIBIT "A" TO CONTRACT OF SALE METES AND BOUND DESCRIPTION of a 10.281 acre tract out of a 64.5 acre tract as described in Volume 1234, Page 650 of the Deed Records of Lubbock County, Texas, located in Section 3, Block O, Lubbock County, Texas, being further described as follows: BEGINNING at a 314" iron pipe found in the South right-of-way line of East 14th Street, at the most Westerly Northwest corner of said 64.5 acre tract and this tract, same being the original Northeast corner of Lot 3, Hill Addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat and/or dedication deed thereof recorded in Volume 1349, Page 533 of the Deed Records of Lubbock County, Texas, from whence a found 3/4" iron pipe bears N. 88°12' W. 250.00 feet; THENCE S. 88012'E., along said South right-of-way line and the Northern boundary of said 64.5 acre tract, a distance of 130.70 feet to a 1/2" iron rod with cap set for a corner of said 64.5 acre tract and this tract; THENCE N. 01°48' E. continuing along said South right-of-way line and the Northern boundary of said 64.5 acre tract, a distance of 15.00 feet to an "X" cut in concrete in the South right-of-way line of East 14th Street as described in Volume 378, Page 303 of the Deed Records of Lubbock County, Texas, for the most Northerly Northwest corner of said 64.5 acre tract and this tract; THENCE S. 88012'E., continuing along said South right-of-way line and the Northern boundary of said 64.5 acre tract, a distance of 771.00 feet to a 1/2" iron rod with cap set for the Northeast corner of this tract, from whence a found 3/4" iron pipe bears S. 88° 12' E. 620.13 feet; THENCE S. 01°48' W., at 15.00 feet pass a 1/2" iron rod with cap set in reference, continuing for total distance of 379.41 feet to a 1/2" iron rod with cap set for the Southeast corner of this tract; THENCE S. 69027'52" W. a distance of 274.59 feet to a 1/2" iron rod with cap set for a corner of this tract; THENCE N. 88'12'W. a distance of 301.00 feet to a 1/2" iron rod with cap set for a corner of this tract; THENCE S. 44°32' W. a distance of 212.11 feet to a 112" iron rod with cap set in the Western boundary of said 64.5 acre tract and the Eastern boundary of a tract described in Volume 89, Page 213 of the Deed Records of Lubbock County, Texas, for the most Southerly Southwest corner of this tract; THENCE N. 50°47' W., along the Western boundary of said 64.5 acre tract and the Eastern boundary of said tract described in Volume 89, Page 213, a distance of 187.64 feet to a 3/4" iron pipe found at a corner of said 64.5 acre tract, a corner of said tract described in Volume 89, Page 213 and a corner of this tract; THENCE N. 45°28' W., continuing along the Western boundary of said 64.5 acre tract and the Eastern boundary of said tract described in Volume 89, Page 213, a distance of 73.17 feet to a 3/4" iron pipe found at the Southeast corner of said Lot 3, Hill Addition, a corner of said 64.5 acre tract and the most Westerly Southwest corner of this tract; Contract of Sale — Market Lubbock Economic Development Corporation Page 14 of 23 THENCE N. 01 048'E., along the Eastern boundary of said Lot 3, Hill Addition and the Western boundary of said 64.5 acre tract, a distance of 460.90 feet to the Point of Beginning. Bearings are relative to Grid North, NAD 83, Texas Coordinate System, North-Central Zone, City of Lubbock Geodetic Network and Aerial Control. Distances are Surface, U.S. Survey Feet. CONTAINS: 447,843 square feet. Bearings are relative to Grid North, NAD 83, Texas Coordinate System, North-Central Zone, City of Lubbock Geodetic Network and Aerial Control Distances are Surface, U.S. Survey Feet. Contract of Sale — Market Lubbock Economic Development Corporation Page 15 of 23 EXHIBIT "B" TO CONTRACT OF SALE GENERAL WARRANTY DEED STATE OF TEXAS § COUNTY OF LUBBOCK § KNOW ALL MEN BY THESE PRESENTS That CITY OF LUBBOCK, a Texas home rule municipal 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 MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION, a Texas not- for-profit development corporation (herein called "Grantee"), P. O. Box , Lubbock, TX , the receipt and sufficiency of which are hereby acknowledged and confessed, subject to the reservations, covenants and exceptions herein, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee the SURFACE ESTATE only of all the real property in Lubbock County, Texas described on Exhibit "A", attached hereto, together with all the rights appurtenant to said real property, and fixtures attached thereto or located thereon. Grantor reserves unto itself, its successors and assigns, any and all of the oil, gas and other minerals in, on and under and that may be produced from the Property. Grantee shall utilize the Property for, and the conveyance of the Property to Grantor on the condition that it utilize the Property for economic development purposes, which could include the property being marketed and developed by Buyer for light industry. This obligation shall be deemed a condition, and not a limitation, and shall not Contract of Sale — Market Lubbock Economic Development Corporation Page 16 of 23 under any circumstance extend beyond the period of time allowed by law. Additionally, this conveyance and warranty shall be subject to the following matters: (i) Validly existing easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing restrictions, reservations, covenants, conditions, oil and gas leases, mineral interests, and other instruments, that affect the Property; validly existing rights of adjoining owners in any walls and fences situated on a common boundary; any discrepancies, conflicts, or shortages in area or boundary lines; and any encroachments or overlapping of improvements. (ii) [Exceptions as agreed to by Grantee]. (iii) The terms and conditions of that certain Contract of Sale (the "Contract") dated , 2013, by and between Grantor and Grantee. Grantee has made an independent inspection and evaluation of the Property and acknowledges that Grantor, except as expressly set forth in the Contract, has made no statements or representations concerning the present or future value of the Property, the condition, including the environmental condition of the Property, or the anticipated income, costs, or profits, if any, to be derived from the Property. FURTHER, EXCEPT AS IS EXPRESSLY MADE IN THE CONTRACT, GRANTOR MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO THE DESCRIPTION, VALUE, QUALITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY, MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Grantee further acknowledges that, in Contract of Sale — Market Lubbock Economic Development Corporation Page 17 of 23 entering into the Contract and accepting this conveyance, it has relied solely upon its independent evaluation and examination of the Property and public records relating to the Property and the independent estimates, computations, evaluations and studies based thereon. Grantor makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Grantee, if any, whether furnished by Grantor or any other third party. Grantor, its officers, employees, elected officials and agents assume no liability for the accuracy, completeness or usefulness of the material furnished by the Grantor, or any of its officers, employees, elected officials and/or agents, if any, and/or any other third party. Reliance on any material so furnished shall not give rise to, and Grantee hereby releases such parties from and against any cause, claim or action against Grantor, its officers, employees, elected officials and/or agents, and any such reliance shall be at Grantee's sole risk. THE CONVEYANCE OF THE PROPERTY IS ON A "WHERE IS", "AS IS" AND "WITH ALL FAULTS" BASIS, EXCEPT AS MAY BE EXPRESSLY PROVIDED OTHERWISE HEREIN, AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY, EXCEPT AS MAY BE EXPRESSLY PROVIDED OTHERWISE HEREIN, WHATSOEVER, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO DESCRIPTION, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY, QUALITY, VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE. Grantee has satisfied itself, as to the type, condition, quality and extent of the Property and property interests which comprise the Property it is receiving pursuant to this Deed. TO HAVE AND TO HOLD the Property, subject to the reservations, covenants Contract of Sale — Market Lubbock Economic Development Corporation Page 18 of 23 and exceptions above, 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 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. Contract of Sale — Market Lubbock Economic Development Corporation Page 19 of 23 EXECUTED the day of )2013. GRANTOR: CITY OF LUBBOCK GLEN C. ROBERTSON, MAYOR ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: Lee Ann Dumbauld, City Manager Dave Booher, Right -of -Way Agent APPROVED AS TO FORM: Linda L. Chamales Economic Development Attorney THE STATE OF TEXAS § COUNTY LUBBOCK § This instrument was acknowledged before me on the _ day of , 2013, by Glen C. Robertson, Mayor of the City of Lubbock, Texas, a home rule municipal corporation. Notary Public, State of Texas My commission expires: Contract of Sale — Market Lubbock Economic Development Corporation Page 20 of 23 GRANTEE: MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION, a Texas not for profit development corporation UM Name: Title: THE STATE OF TEXAS § COUNTY LUBBOCK § This instrument was acknowledged before me on the _ day of , 2013, by , of Market Lubbock Economic Development Corporation, a Texas not for profit development corporation formed pursuant to the Development Corporation Act of 1979. Notary Public, State of Texas My commission expires: Contract of Sale — Market Lubbock Economic Development Corporation Page 21 of 23 EXHIBIT "A" To General Warranty Deed METES AND BOUND DESCRIPTION of a 10.281 acre tract out of a 64.5 acre tract as described in Volume 1234, Page 650 of the Deed Records of Lubbock County, Texas, located in Section 3, Block O, Lubbock County, Texas, being further described as follows: BEGINNING at a 3/4" iron pipe found in the South right-of-way line of East 14th Street, at the most Westerly Northwest corner of said 64.5 acre tract and this tract, same being the original Northeast corner of Lot 3, Hill Addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat and/or dedication deed thereof recorded in Volume 1349, Page 533 of the Deed Records of Lubbock County, Texas, from whence a found 3/4" iron pipe bears N. 88°12' W. 250.00 feet; THENCE S. 88012'E., along said South right-of-way line and the Northern boundary of said 64.5 acre tract, a distance of 130.70 feet to a 1/2" iron rod with cap set for a corner of said 64.5 acre tract and this tract; THENCE N. 01 *48'E. continuing along said South right-of-way line and the Northern boundary of said 64.5 acre tract, a distance of 15.00 feet to an "X" cut in concrete in the South right-of-way line of East 14th Street as described in Volume 378, Page 303 of the Deed Records of Lubbock County, Texas, for the most Northerly Northwest corner of said 64.5 acre tract and this tract; THENCE S. 88-12'E., continuing along said South right-of-way line and the Northern boundary of said 64.5 acre tract, a distance of 771.00 feet to a 1/2" iron rod with cap set for the Northeast corner of this tract, from whence a found 3/4" iron pipe bears S. 88012'E. 620.13 feet; THENCE S. 01°48' W., at 15.00 feet pass a 1/2" iron rod with cap set in reference, continuing for total distance of 379.41 feet to a 1/2" iron rod with cap set for the Southeast corner of this tract; THENCE S. 69027'52" W. a distance of 274.59 feet to a 1/2" iron rod with cap set for a corner of this tract; THENCE N. 88012' W. a distance of 301.00 feet to a 1/2" iron rod with cap set for a corner of this tract; THENCE S. 44°32' W. a distance of 212.11 feet to a 1/2" iron rod with cap set in the Western boundary of said 64.5 acre tract and the Eastern boundary of a tract described in Volume 89, Page 213 of the Deed Records of Lubbock County, Texas, for the most Southerly Southwest corner of this tract; THENCE N. 50°47' W., along the Western boundary of said 64.5 acre tract and the Eastern boundary of said tract described in Volume 89, Page 213, a distance of 187.64 feet to a 3/4" iron pipe found at a corner of said 64.5 acre tract, a corner of said tract described in Volume 89, Page 213 and a corner of this tract; THENCE N. 45028'W., continuing along the Western boundary of said 64.5 acre tract and the Eastern boundary of said tract described in Volume 89, Page 213, a distance of 73.17 feet to a Contract of Sale — Market Lubbock Economic Development Corporation Page 22 of 23 314" iron pipe found at the Southeast corner of said Lot 3, Hill Addition, a corner of said 64.5 acre tract and the most Westerly Southwest corner of this tract; THENCE N. 01°48' E., along the Eastern boundary of said Lot 3, Hill Addition and the Western boundary of said 64.5 acre tract, a distance of 460.90 feet to the Point of Beginning. Bearings are relative to Grid North, NAD 83, Texas Coordinate System, North-Central Zone, City of Lubbock Geodetic Network and Aerial Control. Distances are Surface, U.S. Survey Feet. CONTAINS: 447,843 square feet. Bearings are relative to Grid North, NAD 83, Texas Coordinate System, North-Central Zone, City of Lubbock Geodetic Network and Aerial Control Distances are Surface, U.S. Survey Feet. Contract of Sale — Market Lubbock Economic Development Corporation Page 23 of 23 0 100 200 300 400 500 Digital UPthophotDgtnphp Tlnr 2010 Survey Feet fkllu*bbock SIRS As ssd by SECTION I. CNW M51. SUBONAPTP 0.l£OSPATIAL DATA PRODUCTS d As, G>.ammem lode. dro Cn of Lmm1 F91my woa s mea" the ade m th mre ..W Intla 0n0 LWEM. Mn W. rod eppeme b m .l waP f ,d...l as nkMmmma .nm ow. mW mf h. Men ws,M V a Nautmb 1"0. vw..WMy,,w ,sn Itla6lilRw.mninm.Ne.pound 6YlTY CSaIFrcum.MMtlb e[pOdm9re RaIVB IFeknMnmw.n kuna.iBL.