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HomeMy WebLinkAboutResolution - 2006-R0577 - Contract Of Sale - LEDA - Two Parcels, NEZ - 12/07/2006Resolution No. 2006-RO577 December 7, 2006 Item No. 5.13 RESOLUTION and ORDER WHEREAS, the governing body of the City of Lubbock is authorized by Section 2303.513 of the Texas Government Code to sell vacant land in an enterprise zone at less than fair market value if the City Council adopts criteria that specify the conditions and circumstances under which the sale may occur and the public purpose to be achieved by the sale; and WHEREAS, the City of Lubbock owns two parcels of land located outside the Northeast Loop on Municipal Drive which are within the North Enterprise Zone and further described in Exhibit "A" to the attached Contract of Sale; and WHEREAS, Lubbock Economic Development Alliance (LEDA), a non- profit industrial development corporation under the Development Corporation Act of 1979, as amended, Article 5190.6 Tex. Rev. Civ. Stat. Ann., ("the Act") governed by Section 4A of the Act, desires to purchase said two parcels in an effort to obtain and develop marketable sites in Lubbock for industrial businesses for a project known as Lubbock Business Park; and WHEREAS, it is the opinion of the City Council of the City of Lubbock that the sale of the two vacant parcels described in Exhibit "A" to LEDA at less than fair market value will be in the public interest and will stimulate business and commercial activity and serve to promote economic development in Lubbock; NOW THEREFORE, BE IT RESOLVED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1. THAT the City Council of the City of Lubbock finds that sale of the two vacant parcels described in Exhibit "A" which are located in the North Enterprise Zone of the City of Lubbock to Lubbock Economic Development Alliance at less than fair market value will be in the public interest and will serve as an incentive to stimulate business and commercial activity and serve to promote economic development in Lubbock; SECTION 2. THAT the City Council of the City of Lubbock sets forth the following conditions and circumstances under which the sale may occur: a. The land must only be used for economic development purposes as part of the Lubbock Business Park; and b. Lubbock Business Park must be marketed and developed for light industry within a reasonable period of time. SECTION 3. 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 to convey two parcels of vacant land located in the North Enterprise Zone to Lubbock Economic Development Alliance and associated 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 Council. Passed by the City Council this 7th day of December , 2006. DAVID A. MH.LER, MAYOR ATTEST: ty Secretary TO CONTENT: Development Services APPROVED AS TO FORM: Linda L. Chamales, Senior Attorney/ Office Practice Section City Att/Linda/RES Lubbock Business Park sale November 29, 2006 Resolution No. 2006-RO577 CONTRACT OF SALE STATE OF TEXAS § COUNTY OF LUBBOCK § This Contract of Sale (the "Contract") is made this 7th day of December 2006, 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 LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas not for profit development corporation formed pursuant to the Development Corporation Act of 1979 (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 Thousand and No/100 Dollars ($1,000.00) (the "Purchase Price"). 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 Lubbock Abstract & Title Company, 1216 Texas Avenue, 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 Seller'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 Tract 1 and Tract 2 of the Property (collectively, the "Survey"), each dated November 17, 2006. 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 (15) 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. 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 either: (i) waiving the unsatisfied Objections within sixty (60) calendar days after Contract of Sale — Lubbock Economic Development Alliance Page 2 of 25 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 Lawyers 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. (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 Contract of Sale — Lubbock Economic Development Alliance Page 3 of 25 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 sell and convey 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. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property. Contract of Sale — Lubbock Economic Development Alliance Page 4 of 25 (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 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 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 Contract of Sale Lubbock Economic Development Alliance Page 5 of 25 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 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 Con Tact by giving to the non -waiving party, at any time prior to Closing, a written waiver specifying the waived condition precedent. 5.05 Termination if Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of a party's obligations under this Contract have not been satisfied or waived by the non -waiving party, the non -waiving party may, by Contract of Sale — Lubbock Economic Development Alliance Page 6 of 25 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, at Seller's sole cost and expense, 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) Bum At the Closing, Buyer shall deliver to Seller or the Title Company, the following items: (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. Contract of Sale - Lubbock Economic Development Alliance Page 7 of 25 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 parties as same are normally assessed by the Title Company in a transaction of this character. 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 as part of the Lubbock Business Park, which could include the exchange of all or a part of such property for other real property to be utilized in furtherance of developing and marketing Lubbock Business Park and that the property or exchange 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 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. Contract of Sale - Lubbock Economic Development Alliance Page 8 of 25 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. ARTICLE VIII MISCELLANEOUS 8.01 Notice. All notices, demands, requests, and other communications required Contract of Sale -- Lubbock Economic Development Alliance Page 9 of 25 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: SELLER: LUBBOCK ECONOMIC Rob Allison DEVELOPMENT ALLIANCE Assistant City Manager/Development Services Wells Fargo Center City of Lubbock 1500 Broadway, 6th Floor P. O. Box 2000 Lubbock, Texas 79401 Lubbock, Texas 79457 (806) 749-4500 (806) 775-2110 Telecopy: (806) 749-4501 Telecopy: (806) 775-2051 Copies to: For Buyer: For Seller: Pete Baker Dave Booher, Right -of -Way Agent McCleskey, Harriger, Brazill City of Lubbock & Graf, L.L.P. P. O. Box 2000 P. O. Box 6170 Lubbock, Texas 79457 Lubbock, Texas 79493 (806) 775-2352 (806) 796-7333 Telecopy: (806) 775-3074 Telecopy: (806) 796-7365 Richard K. Casner First Assistant City Attorney P. O. Box 2000 Lubbock, TX 79457 (806) 775-2221 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. 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 Contract of Sale Lubbock Economic Development Alliance Page 10 of 25 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 — Lubbock Economic Development Alliance Page 11 of 25 Executed by Seller on the 7th day of December 2006. SELLER: CITY OF LUBBOCK, a Home Rule Municipal Corporation of Lubbock County, Texas DAVID A. MILLER, MAYOR ATTEST: Rebecca Garza, City Secretary APPRO ED AS TO CONTENT: Rob Alli�spn, Assistant City Manager/Development Services Dave Booher, Right -of -Way Agent APPROVED AS TO FORM: i ��-Richard Casner, First Assistant City Attorney Contract of Sale -- Lubbock Economic Development Alliance Page 12 of 25 Executed by Buyer on the 7th day of December 2006. BUYER: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas not for profit development corporation Name: 0-fq P/ / ( Title:-)�? EAI ZL �L CYt as/ci tyatt/Richard/ContractofSale-Lubbock Economic Developmen to I I iance2 December 6, 2006 Contract of Sale — Lubbock Economic Development Alliance Page 13 of 25 EXHIBIT "A" TO CONTRACT OF SALE TRACT I: A 103.29 acre tract of land located in Section 5, Block A, T.T. Railroad Company Survey, Lubbock County, Texas being a portion of that tract described in Volume 1176, Page 587 of the Deed of Records of Lubbock County, Texas and further described as follows: BEGINNING at a railroad spike found in the East right of way line of Martin Luther King, Jr. Blvd. and the South line of that tract conveyed to Peggy Green as described in Volume 3782, Page 28 of the Real Property Records of Lubbock County, Texas for the Northwest corner of this tract from whence a railroad spike found at the occupied Northwest corner of said Section 5 bears S 89'43'18" W a distance of 79.9 feet and N 0°25'53" W a distance of 0.2 feet; THENCE N 89043'18" E, along the South line of said Green tract, at a distance of 355.6 feet pass a %2" iron rod found at the Southeast corner of said Green tract, at a distance of 2558.8 feet pass a 1" iron pipe found at the occupied North quarter corner of said Section 5, in all a distance of 4774.20 feet to a %" iron rod with cap set for the Northeast corner of this tract in the West line of Tract 1, North-East Industrial Addition to the City of Lubbock as shown on the plat thereof recorded in Volume 1865, Page 424 of said records from whence a 5/8" iron rod with cap found at the Northwest corner of said Tract 1 bears N°32'24" W a distance of 16.9 feet; THENCE S 0032'24" E, along said West line and a chain link fence, a distance of 434.38 feet to a 5/8" iron rod with cap found in the North right of way line of the Crosbyton and South Plains Railroad right of way at the Southwest corner of said Tract 1 for the Southeast corner of this tract; THENCE S 64037'38" W, along said right of way line, a distance of 2268.15 feet to a %" iron rod with cap set for a corner of this tract; THENCE N 25022'22" W, along said right of way line, a distance of 25.00 feet to a ''/z" iron rod with cap set for a corner of this tract; THENCE S 64037'38" W, along said right of way line, a distance of 1200.00 feet to a''/z" iron rod with cap set for a corner of this tract; THENCE S 25022'22" E, along said right of way line, a distance of 25.00 feet to a %2" iron rod with cap set for a corner of this tract; THENCE S 64037'38" W, along said right of way line, a distance of 137.47 feet to a 1" iron rod found at the Southeast corner of that tract conveyed to the South Plains Food Bank and described in Volume 4062, Page 87 of said records for a corner of this tract; Contract of Sale — Lubbock Economic Development Alliance Page 14 of 25 THENCE N 16024'33" W, along the East line of said Food Bank Tract, a distance of 1981.57 feet to a 1 '/2" iron rod found at the Northeast corner of said Food Bank Tract for an ell corner of this tract; THENCE S 89043'18" W, along the North line of said Food Bank Tract, at a distance of 610.33 feet pass a '/2" iron rod with cap found at the Northeast corner of that tract described in Volume 9591, Page 2 of the Official Public Records of Lubbock County, Texas, in all a distance of 960.31 feet to a %2" iron rod with cap set in the East right of way line of said Blvd. at the Northwest corner of said tract described in Volume 9591 for a corner of this tract; THENCE N 0018'52" W, along said right of way line, a distance of 60.00 feet to the place of BEGINNING. TRACT II: A 56.02 tract of land located in Section 5, Block A, T.T. Railroad Company Survey, Lubbock County, Texas being a portion of that tract described in Volume 1176, Page 587 of the Deed Records of Lubbock County, Texas and further described as follows: BEGINNING at a 40D nail set in the East line of said Section 5 and the North right of way line of Loop 289 for the Southeast corner of this tract from whence a %2" iron rod with cap found at the Southeast corner of said Section 5 bears S 0°32'56" E a distance of 847.36 feet; THENCE N 44005'18" W, along said right of way line, a distance of 3219.19 feet to a''/2" square tube found at the beginning of a curve to the left having a radius of 5879.58 feet; THENCE Northwesterly, along said right of way line and said curve having a chord bearing of N 50'10'11" W, a chord distance of 1235.39 feet to a masonry nail set at the lip of a concrete curb and gutter for a corner of this tract; THENCE N 33002'53" E, along the East right of way line of North Elder Avenue, a distance of 200.35 feet to a 3/8" iron rod found at the beginning of a curve to the left having a radius of 1324.23 feet; THENCE Northeasterly, along said right of way line and said curve having a chord bearing of N 28'07'12" E, a chord distance of 233.99 feet to a '/2" square tube found for a corner of this tract; THENCE N 22059'13" E, along said right of way line, at a distance of 487.17 feet pass a found 3/8" iron rod, in all a distance of 647.17 feet to a %2" iron rod with cap set at the beginning of a curve to the left having a radius of 656.59 feet; THENCE Northeasterly, along said right of way line and said curve having a chord Contract of Sale — Lubbock Economic Development Alliance Page 15 of 25 bearing of N 11'20'01 " E, a chord distance of 265.36 feet to a 1" square tube found for a corner of this tract; THENCE N 0019'16" W, along said right of way line, a distance of 209.94 feet to a %z" iron rod with cap set at the beginning of a curve to the right having a radius of 280.00 feet; THENCE Northeasterly, along said right of way line and said curve having a chord bearing of N 19°41'21" E, a chord distance of 191.54 feet to a 1" square tube found for a corner of this tract; THENCE N 50°15'51" W, along said right of way line, a distance of 75.00 feet to a brass cap in concrete found at a corner of Lot 9, Lubbock Industrial Park Addition as shown on the map, plat and/or Dedication Deed thereof recorded in Volume 1629, Page 669 of said records for a corner of this tract; THENCE N 26053'57" W, along the East line of said Lot 9, a distance of 227.21 feet to a brass cap in concrete found at a corner of Lot 9 for a corner of this tract; THENCE N 0019'38" W, along the East line of said Lot 9, a distance of 180.00 feet to a 1" square tube found at a corner of Lot 9 for a corner of this tract; THENCE N 64037'05" E, along the South line of Lot 11 of said addition, a distance of 412.40 feet to a 1" square tube found at a corner of Lot 11 for a corner of this tract; THENCE N 0°18'17" W, along the East line of Lot 11, a distance of 322.49 feet to a 1" square tube found for a corner of this tract at a corner of Lot 11 and the beginning of a curve to the right having a radius of 621.80 feet; THENCE Northeasterly, along the East line of said Lot 11 and said curve having a chord bearing of N 10'22'12" E, a chord distance of 231.68 feet to a 1" square tube found at a corner of said Lot 11 in the South right of way line of Municipal Drive for a corner of this tract; THENCE N 64038'43" E, along said right of way line, a distance of 333.15 feet to a %" iron rod with cap set in the East line of said Section 5 for the Northeast corner of this tract from whence a 5/8" iron rod with cap found at the Southeast plat limits of Tract 1 North-East Industrial Addition as shown on the map, plat, and/or Dedication Deed thereof recorded in Volume 1865, Page 424 bears N 0032'56" W a distance of 220.48 feet; THENCE S 0032'56" E, along the East line of said Section 5, at a distance of 2153.15 feet pass a found 5/8" iron rod with cap, at a distance of 2168.2 feet a found -1/4" iron pipe bears West a distance of 8.4 feet, in all a distance of 3948.84 feet to the place of BEGINNING. Contract of Sale — Lubbock Economic Development Alliance Page 16 of 25 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 N0/100 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 formed pursuant to the Development Corporation Act of 1979 (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, 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 as part of the Lubbock Business Park, which could include the exchange of all or a part of such property for other real property to be utilized in furtherance of developing and Contract of Sale - Lubbock Economic Development Alliance Page 17 of 25 marketing Lubbock Business Park and that the property or exchange 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. 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 , 2006, 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 Contract of Sale — Lubbock Economic Development Alliance Page 18 of 25 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 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 Contract of Sale — Lubbock Economic Development Alliance Page 19 of 25 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 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 -- Lubbock Economic Development Alliance Page 20 of 25 EXECUTED the day of , 2006. GRANTOR: CITY OF LUBBOCK DAVID A. MILLER, MAYOR ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: Rob Allison, Assistant City Manager/Development Services Dave Booher, Right -of -Way Agent APPROVED AS TO FORM: Richard Casner First Assistant City Attorney THE STATE OF TEXAS COUNTY LUBBOCK This instrument was acknowledged before me on the day of 2006, by David A. Miller, Mayor of the City of Lubbock, Texas, a home rule municipal corporation. Notary Public, State of Texas My commission expires: Contract of Sale — Lubbock Economic Development Alliance Page 21 of 25 GRANTEE: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas not for profit development corporation M- Name: Title: THE STATE OF TEXAS § COUNTY LUBBOCK § This instrument was acknowledged before me on the day of , 2006, by of Lubbock Economic Development Alliance, 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 — Lubbock Economic Development Alliance Page 22 of 25 EXHIBIT "A" To General Warranty Deed TRACT I: A 103.29 acre tract of land located in Section 5, Block A, T.T. Railroad Company Survey, Lubbock County, Texas being a portion of that tract described in Volume 1176, Page 587 of the Deed of Records of Lubbock County, Texas and further described as follows: BEGINNING at a railroad spike found in the East right of way line of Martin Luther King, Jr. Blvd. and the South line of that tract conveyed to Peggy Green as described in Volume 3782, Page 28 of the Real Property Records of Lubbock County, Texas for the Northwest corner of this tract from whence a railroad spike found at the occupied Northwest corner of said Section 5 bears S 89'43'18" W a distance of 79.9 feet and N 0°25'53" W a distance of 0.2 feet; THENCE N 89043'18" E, along the South line of said Green tract, at a distance of 355.6 feet pass a ''/2" iron rod found at the Southeast corner of said Green tract, at a distance of 2558.8 feet pass a 1" iron pipe found at the occupied North quarter corner of said Section 5, in all a distance of 4774.20 feet to a %" iron rod with cap set for the Northeast corner of this tract in the West line of Tract 1, North-East Industrial Addition to the City of Lubbock as shown on the plat thereof recorded in Volume 1865, Page 424 of said records from whence a 5/8" iron rod with cap found at the Northwest corner of said Tract 1 bears N032'24" W a distance of 16.9 feet; THENCE S 0032'24" E, along said West line and a chain link fence, a distance of 434.38 feet to a 5/8" iron rod with cap found in the North right of way line of the Crosbyton and South Plains Railroad right of way at the Southwest corner of said Tract 1 for the Southeast corner of this tract; THENCE S 64037'38" W, along said right of way line, a distance of 2268.15 feet to a %2" iron rod with cap set for a corner of this tract; THENCE N 25022'22" W, along said right of way line, a distance of 25.00 feet to a %" iron rod with cap set for a corner of this tract; THENCE S 64037'38" W, along said right of way line, a distance of 1200.00 feet to a''/z" iron rod with cap set for a corner of this tract; THENCE S 25022'22" E, along said right of way line, a distance of 25.00 feet to a '/2" iron rod with cap set for a corner of this tract; THENCE S 64037'38" W, along said right of way line, a distance of 137.47 feet to a 1" iron rod found at the Southeast corner of that tract conveyed to the South Plains Food Contract of Sale - Lubbock Economic Development Alliance Page 23 of 25 Bank and described in Volume 4062, Page 87 of said records for a corner of this tract; THENCE N 16024'33" W, along the East line of said Food Bank Tract, a distance of 1981.57 feet to a 1 ''/z" iron rod found at the Northeast corner of said Food Bank Tract for an ell corner of this tract; THENCE S 89043'18" W, along the North line of said Food Bank Tract, at a distance of 610.33 feet pass a %" iron rod with cap found at the Northeast corner of that tract described in Volume 9591, Page 2 of the Official Public Records of Lubbock County, Texas, in all a distance of 960.31 feet to a '/2" iron rod with cap set in the East right of way line of said Blvd. at the Northwest corner of said tract described in Volume 9591 for a corner of this tract; THENCE N 0018'52" W, along said right of way line, a distance of 60.00 feet to the place of BEGINNING. TRACT II: A 56.02 tract of land located in Section 5, Block A, T.T. Railroad Company Survey, Lubbock County, Texas being a portion of that tract described in Volume 1176, Page 587 of the Deed Records of Lubbock County, Texas and further described as follows: BEGINNING at a 40D nail set in the East line of said Section 5 and the North right of way line of Loop 289 for the Southeast corner of this tract from whence a ''/z" iron rod with cap found at the Southeast corner of said Section 5 bears S 0°32'56" E a distance of 847.36 feet; THENCE N 44005'18" W, along said right of way line, a distance of 3219.19 feet to a '/2" square tube found at the beginning of a curve to the left having a radius of 5879.58 feet; THENCE Northwesterly, along said right of way line and said curve having a chord bearing of N 50°1011" W, a chord distance of 1235.39 feet to a masonry nail set at the lip of a concrete curb and gutter for a corner of this tract; THENCE N 33002'53" E, along the East right of way line of North Elder Avenue, a distance of 200.35 feet to a 3/8" iron rod found at the beginning of a curve to the left having a radius of 1324.23 feet; THENCE Northeasterly, along said right of way line and said curve having a chord bearing of N 28007'12" E, a chord distance of 233.99 feet to a %z°' square tube found for a corner of this tract; THENCE N 22059'13" E, along said right of way line, at a distance of 487.17 feet pass a found 3/8" iron rod, in all a distance of 647.17 feet to a %" iron rod with cap set at the beginning of a curve to the left having a radius of 656.59 feet; Contract of Sale — Lubbock Economic Development Alliance Page 24 of 25 THENCE Northeasterly, along said right of way line and said curve having a chord bearing of N 11 °20'01" E, a chord distance of 265.36 feet to a 1" square tube found for a corner of this tract; THENCE N 0019'16" W, along said right of way line, a distance of 209.94 feet to a %2" iron rod with cap set at the beginning of a curve to the right having a radius of 280.00 feet; THENCE Northeasterly, along said right of way line and said curve having a chord bearing of N 19°41'21" E, a chord distance of 191.54 feet to a 1" square tube found for a corner of this tract; THENCE N 50°15'51" W, along said right of way line, a distance of 75.00 feet to a brass cap in concrete found at a corner of Lot 9, Lubbock Industrial Park Addition as shown on the map, plat and/or Dedication Deed thereof recorded in Volume 1629, Page 669 of said records for a corner of this tract; THENCE N 26053'57" W, along the East line of said Lot 9, a distance of 227.21 feet to a brass cap in concrete found at a corner of Lot 9 for a corner of this tract; THENCE N 0019'38" W, along the East line of said Lot 9, a distance of 180.00 feet to a 1" square tube found at a corner of Lot 9 for a corner of this tract; THENCE N 64037'05" E, along the South line of Lot 11 of said addition, a distance of 412.40 feet to a 1" square tube found at a corner of Lot 11 for a corner of this tract; THENCE N 0°18'17" W, along the East line of Lot 11, a distance of 322.49 feet to a 1" square tube found for a corner of this tract at a corner of Lot 11 and the beginning of a curve to the right having a radius of 621.80 feet; THENCE Northeasterly, along the East line of said Lot 11 and said curve having a chord bearing of N 10'22'12" E, a chord distance of 231.68 feet to a 1" square tube found at a corner of said Lot 11 in the South nght of way line of Municipal Drive for a corner of this tract; THENCE N 64038'43" E, along said right of way line, a distance of 333.15 feet to a %2" iron rod with cap set in the East line of said Section 5 for the Northeast corner of this tract from whence a 5/8" iron rod with cap found at the Southeast plat limits of Tract 1 North-East Industrial Addition as shown on the map, plat, and/or Dedication Deed thereof recorded in Volume 1865, Page 424 bears N 0032'56" W a distance of 220.48 feet; THENCE S 0032'56" E, along the East line of said Section 5, at a distance of 2153.15 feet pass a found 5/8" iron rod with cap, at a distance of 2168.2 feet a found 3/4" iron pipe bears West a distance of 8.4 feet, in all a distance of 3948.84 feet to the place of BEGINNING. Contract of Sale — Lubbock Economic Development Alliance Page 25 of 25 Ke<,-, �3 . 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 NOi 100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas not-for-profit development corporation formed pursuant to the Development Corporation Act of 1979 (herein called "Grantee"), 1500 Broadway, 6th Floor, Lubbock, TX 79401, 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, 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 Grantee is on the condition that it utilize the Property for, economic development purposes as part of the Lubbock Business Park, which could include the exchange of all or a part of such property for other real property to be utilized in furtherance of developing and marketing Lubbock Business Park and that the property or exchange 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. 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) Without limiting the general nature of the above, this conveyance and warranty are subject to the following additional specific exceptions: (a) Subject to the rights of parties in possession. (b) Easement granted to SOUTHWESTERN PUBLIC SERVICE COMPANY, as shown by instrument recorded in Volume 640, Page 521, Deed Records of Lubbock County, Texas. (c) Easement granted to SOUTH PLAINS PIPELINE CO., as shown by instrument recorded in Volume 143, Page 201, Deed Records of Lubbock County, Texas. (d) A portion of subject property lies within N. Guava Avenue, as shown on Survey, dated November 17, 2006 by SMITH SURVEYING, Robert L. Smith, Registered Professional Land Surveyor. (e) Easement granted to the UNITED STATES OF AMERICA, as shown by instrument recorded in Volume 1014, Page 611, Deed Records of Lubbock County, Texas. (f) Mineral interest previously reserved by instrument recorded in Volume 355, Page 291, Deed Records of Lubbock County, Texas. (g) Mineral interest previously reserved by instrument recorded in Volume 356, Page 237, Deed Records of Lubbock County, Texas. General Warranty Deed - Lubbock Economic Development Alliance Page 2 of 10 (h) Oil, Gas, and Mineral Lease, dated April 27, 1954, recorded in Volume 23, Page 333, Oil and Gas Lease Records of Lubbock County, Texas. (i) Oil, Gas, and Mineral Lease, dated June 12, 1978, recorded in Volume 43, Page 645, Oil and Gas Lease Records of Lubbock County, Texas. 0) Oil, Gas, and Mineral Lease, dated August 3, 1983, recorded in Volume 54, Page 73, Oil and Gas Lease Records of Lubbock County, Texas; corrected in Volume 3115, Page 227, Official Real Property Records of Lubbock County, Texas. (k) Oil, Gas, and Mineral Lease, dated December 13, 1984, recorded in Volume 55, Page 685, Oil and Gas Lease Records of Lubbock County, Texas; amended in Volume 8593, Page 142 and Volume 8604, Page 241, Official Public Records of Lubbock County, Texas. (iii) The terms and conditions of that certain Contract of Sale (the "Contract") dated December 7, 2006, 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 entering into the Contract and accepting this conveyance, it has relied solely upon its General Warranty Deed -- Lubbock Economic Development Alliance Page 3 of 10 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. General Warranty Deed — Lubbock Economic Development Alliance Page 4 of 10 TO HAVE AND TO HOLD the Property, subject to the reservations, covenants 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. General Warranty Deed — Lubbock Economic Development Alliance Page 5 of 10 EXECUTED the , day of , 2007. GRANTOR: CITY OF LUBBOCK ATTEST: Re cca Garza, City Secretary APPR VED kS TO CONTENT: Rob AlliscG, Assistan Manager/Development Services Dave Booher, Right -of -Way Agent APPROVED AS TO . Richard Casner First Assistant City Attorney THE STATE OF TEXAS COUNTY LUBBOCK -A-,This instrument was acknowledged before me on the � day of , 2007, by David A. Miller, Mayor of the City of Lubbock, Texas, a home rule munic al corporation. ,..., emyCELIA WEBB Notaryt�blie,$toOfTOM Not ublic, State of Texas Commission Expires 03-01-2010 My commission expires: -O! W— General Warranty Deed — Lubbock Economic Development Alliance Page 6 of 10 GRANTEE: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas not for profit development corporation Name: Title: THE STATE OF TEXAS § COUNTY LUBBOCK § This instrument was acknowledged before me on the _ day of , 2007, by _ of Lubbock Economic Development Alliance, a Texas not for profit development corporation formed pursuant to the Development Corporation Act of 1979. Notary Public, State of Texas My commission expires: MI/Richard/LubbockEconomicDevelopmentAlliance2-Warranty Deed January 4, 2007 General Warranty Deed — Lubbock Economic Development Alliance Page 7 of 10 EXHIBIT "A" To General Warranty Deed TRACT I: A 103.29 acre tract of land located in Section 5, Block A, T.T. Railroad Company Survey, Lubbock County, Texas being a portion of that tract described in Volume 1176, Page 587 of the Deed of Records of Lubbock County, Texas and further described as follows: BEGINNING at a railroad spike found in the East right of way line of Martin Luther King, Jr. Blvd. and the South line of that tract conveyed to Peggy Green as described in Volume 3782, Page 28 of the Real Property Records of Lubbock County, Texas for the Northwest corner of this tract from whence a railroad spike found at the occupied Northwest corner of said Section 5 bears S 89'43'18" W a distance of 79.9 feet and N 0°25'53" W a distance of 0.2 feet; THENCE N 89043'18" E, along the South line of said Green tract, at a distance of 355.6 feet pass a %i" iron rod found at the Southeast corner of said Green tract, at a distance of 2558.8 feet pass a 1" iron pipe found at the occupied North quarter corner of said Section 5, in all a distance of 4774.20 feet to a %" iron rod with cap set for the Northeast corner of this tract in the West line of Tract 1, North-East Industrial Addition to the City of Lubbock as shown on the plat thereof recorded in Volume 1865, Page 424 of said records from whence a 5/8" iron rod with cap found at the Northwest corner of said Tract 1 bears N 0°32'24" W a distance of 16.9 feet; THENCE S 0032'24" E, along said West line and a chain link fence, a distance of 434.38 feet to a 5/8" iron rod with cap found in the North right of way line of the Crosbyton and South Plains Railroad right of way at the Southwest corner of said Tract 1 for the Southeast corner of this tract; THENCE S 64037'38" W, along said right of way line, a distance of 2268.15 feet to a %" iron rod with cap set for a corner of this tract; THENCE N 25022'22" W, along said right of way line, a distance of 25.00 feet to a ''/z" iron rod with cap set for a corner of this tract; THENCE S 64037'38" W, along said right of way line, a distance of 1200.00 feet to a %" iron rod with cap set for a corner of this tract; THENCE S 25022'22" E, along said right of way line, a distance of 25.00 feet to a %2" iron rod with cap set for a corner of this tract; THENCE S 64037'38" W, along said right of way line, a distance of 137.47 feet to a 1" iron rod found at the Southeast corner of that tract conveyed to the South Plains Food General Warranty Deed — Lubbock Economic Development Alliance Page 8 of 10 Bank and described in Volume 4062, Page 87 of said records for a corner of this tract; THENCE N 16024'33" W, along the East line of said Food Bank Tract, a distance of 1981.57 feet to a 1 %" iron rod found at the Northeast corner of said Food Bank Tract for an ell corner of this tract; THENCE S 89043'18" W, along the North line of said Food Bank Tract, at a distance of 610.33 feet pass a %i" iron rod with cap found at the Northeast corner of that tract described in Volume 9591, Page 2 of the Official Public Records of Lubbock County, Texas, in all a distance of 960.31 feet to a %" iron rod with cap set in the East right of way line of said Blvd. at the Northwest corner of said tract described in Volume 9591 for a corner of this tract; THENCE N 0018'52" W, along said right of way line, a distance of 60.00 feet to the place of BEGINNING. TRACT H: A 56.02 tract of land located in Section 5, Block A, T.T. Railroad Company Survey, Lubbock County, Texas being a portion of that tract described in Volume 1176, Page 587 of the Deed Records of Lubbock County, Texas and further described as follows: BEGINNING at a 40D nail set in the East line of said Section 5 and the North right of way line of Loop 289 for the Southeast corner of this tract from whence a '/Z" iron rod with cap found at the Southeast corner of said Section 5 bears S 0°32'56" E a distance of 847.36 feet; THENCE N 44005'18" W, along said right of way line, a distance of 329.19 feet to a ''/z" square tube found at the beginning of a curve to the left having a radius of 5879.58 feet; THENCE Northwesterly, along said right of way line and said curve having a chord bearing of N 50°10'11" W, a chord distance of 1235.39 feet to a masonry nail set at the lip of a concrete curb and gutter for a corner of this tract; THENCE N 33002'53" E, along the East right of way line of North Elder Avenue, a distance of 200.35 feet to a 3/8" iron rod found at the beginning of a curve to the left having a radius of 1324.23 feet; THENCE Northeasterly, along said right of way line and said curve having a chord bearing of N 28'07'12" E, a chord distance of 233.99 feet to a %2" square tube found for a corner of this tract; THENCE N 22059'13" E, along said right of way line, at a distance of 487.17 feet pass a found 3/8" iron rod, in all a distance of 647.17 feet to a %2" iron rod with cap set at the beginning of a curve to the left having a radius of 656.59 feet; General Warranty Deed — Lubbock Economic Development Alliance Page 9 of 10 THENCE Northeasterly, along said right of way line and said curve having a chord bearing of N 11°20'01" E, a chord distance of 265.36 feet to a 1" square tube found for a corner of this tract; THENCE N 0019'16" W, along said right of way line, a distance of 209.94 feet to a '/2" iron rod with cap set at the beginning of a curve to the right having a radius of 280.00 feet; THENCE Northeasterly, along said right of way line and said curve having a chord bearing of N 19°41'21" E, a chord distance of 191.54 feet to a 1" square tube found for a corner of this tract; THENCE N 50°15'51" W, along said right of way line, a distance of 75.00 feet to a brass cap in concrete found at a corner of Lot 9, Lubbock Industrial Park Addition as shown on the map, plat and/or Dedication Deed thereof recorded in Volume 1629, Page 669 of said records for a corner of this tract; THENCE N 26053'57" W, along the East line of said Lot 9, a distance of 227.21 feet to a brass cap in concrete found at a corner of Lot 9 for a corner of this tract; THENCE N 0019'38" W, along the East line of said Lot 9, a distance of 180.00 feet to a 1" square tube found at a corner of Lot 9 for a corner of this tract; THENCE N 64037'05" E, along the South line of Lot 11 of said addition, a distance of 412.40 feet to a 1" square tube found at a corner of Lot 11 for a corner of this tract; THENCE N 0°18'17" W, along the East line of Lot 11, a distance of 322.49 feet to a 1" square tube found for a corner of this tract at a corner of Lot 11 and the beginning of a curve to the right having a radius of 621.80 feet; THENCE Northeasterly, along the East line of said Lot 11 and said curve having a chord bearing of N 10022'12" E, a chord distance of 231.68 feet to a 1" square tube found at a corner of said Lot 11 in the South right of way line of Municipal Drive for a corner of this tract; THENCE N 64038'43" E, along said right of way line, a distance of 333.15 feet to a %" iron rod with cap set in the East line of said Section 5 for the Northeast corner of this tract from whence a 5/8" iron rod with cap found at the Southeast plat limits of Tract 1 North-East Industrial Addition as shown on the map, plat, and/or Dedication Deed thereof recorded in Volume 1865, Page 424 bears N 0°32'56" W a distance of 220.48 feet; THENCE S 0032'56" E, along the East line of said Section 5, at a distance of 2153.15 feet pass a found 5/8" iron rod with cap, at a distance of 2168.2 feet a found 3/a" iron pipe bears West a distance of 8.4 feet, in all a distance of 3948.84 feet to the place of BEGINNING. 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