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HomeMy WebLinkAboutResolution - 6152 - Contract Of Sale - LCU Investment Corportation And LCU - 01/14/1999Resolution No. 6152 Item No. 34 January 14, 1999 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, by and between the City of Lubbock and Lubbock Christian University Investment Corporation and Lubbock Christian University, attached herewith, and any associated documents, which Contract shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 14t' day of January, 1999. I SIT ,MAYOR A APPED AS TO CONTENT: Terry Ellerbro k, Director of Water Uti i i s APPROVED AS TO F Richard K. Casner Natural Resources Attorney RKC: cp/ChristianUniv. RES ccdoes/Janaury 13, 1999 1� r. f Resolution No. 6152 Item No. 34 January 14, 1999 CONTRACT OF SALE STATE OF TEXAS COUNTIES OF LUBBOCK AND LYNN This Contract of Sale (the "Contract") is made by and between Lubbock Christian University Investment Corporation, a Texas Corporation (referred to herein as "Seller"), Lubbock Christian University (referred to herein as "LCU") and the City of Lubbock, Texas, a Horne Rule Municipal Corporation of Lubbock County, Texas (referred to herein as "Buyer"). RECITALS WHEREAS, Seller owns that certain tract of land, being located in Lynn County, Texas, being more particularly described on Exhibit "A" hereto (the "Land") and rights-of-way or easements located in Lubbock and Lynn Counties, Texas, being more particularly described on Exhibit "B" hereto (the "ROW'S"); and WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, the Land, the ROW'S, the rights appurtenant to the Land and ROW'S, the fixtures, and all personal property and other improvements located on the Land and ROW's including without limitation the personal property described on Exhibit "B" to the Bill of Sale, attached hereto as Exhibit "D" (the Land, ROW's, fixtures, personal property and other improvements are collectively referred to as "Property"). ARTICLE I SALE OF PROPERTY For the consideration hereinafter set forth, and upon the terms, conditions and provisions herein contained, Seller agrees to sell and convey to Buyer by general warranty and reserving the oil, gas and other minerals, as set forth in Exhibit " A " attached hereto, and with surface protection covenants, as set forth in the General Warranty Deed attached hereto as Exhibit "C", 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 by Buyer to Seller for the Property is the sum of Six Million and No/100 Dollars ($5,000,000.00) (the "Purchase Price"). 2.02 Earnest Money. Buyer shall deposit the sum of Ten Thousand and No/100 Dollars ($10,000.00), as Earnest Money (herein so called) with Western Title Company, 4416 74th Street, Lubbock, Texas 79424, Attn: Bob Brant (the "Title Compaq execution of this Contract by Seller, LCU and Buyer. The Earnest Money shall be invested in an interest bearing account with a financial institution in a manner acceptable to Buyer, in its reasonable discretion. All interest earned thereon shall become part of the Earnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchase contemplated hereunder is consummated in accordance with the terms and the provisions hereof, the Earnest Money, together with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as provided in this Contract. 2.03 independent Contract Consideration. Within three (3) calendar days after the Effective Date, as defined below, Buyer shall deliver to Seller a check in the amount of One Hundred and NOI 100 Dollars ($100.00) (the "Independent Contract Consideration"), which amount the parties hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of the Contract. The Independent Contract Consideration is in addition to, and independent of any other consideration or payment provided in this Contract, is non- refundable, and shall be retained by Seller notwithstanding any other provision of this Contract. ARTICLE III TITLE AND SURVEY 3.01 Title Commitment. (a) Within twenty (20) calendar days after the execution of this Contract by Buyer (the "Effective Date"), Seller, at Buyer's sole cost and expense, shall cause to be furnished to Buyer (and to the surveyor, if applicable, selected to perform the survey, as contemplated below), a current Commitment for Title Insurance (the "Title Commitment") for the Land and ROW's, issued by Title Company. The Title Commitment shall set forth the state of title to the Land and ROW'S, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, mineral reservations, options, conditional sales contracts, right of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights-of-way, encroachments, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to herein as an "Exception"). (b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at Buyer's sole cost and expense, (i) true and correct copies of all instruments reflecting outstanding mineral interests and all instruments that create or evidence Exceptions, including those described in the Title Commitment as exceptions to which the conveyance will be subject and those which are required to be released or cured at or prior to Closing, and 2 (ii) a currently dated Uniform Commercial Code Financing Statement search from the Secretary of State of the State of Texas, and the appropriate County official responsible for filing UCC financing statements for fixtures, covering (1) the Seller; (2) LCU; (3) LCUIWR, as defined in Section 5.02(c), below; (4) the Property; and (5) any other known owner of the Property during the past five (5) years, together with any and all financing statements listed in this search. 3.02 Survey. Within forty-five (45) calendar days after the Effective Date, Buyer, at Buyer's sole cost and expense, may cause a current on the ground survey for the Land (the "Survey") to be delivered to Buyer. Seller shall furnish any affidavits, certificates, assurances, resolutions and/or any other curative materials required by the Title Company in order to amend the survey exceptions as required by Section 3.05 below. Unless otherwise agreed by Buyer, the description of the Land as set forth in the Survey shall be used to describe the Land in the deed to convey the Land 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 twenty (20) calendar days (the "Title Review Period") commencing with the day Buyer receives the last of the Title Commitment, the Survey, if obtained by Buyer, the UCC Search and the Exception documents, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ("Objections"), if any. All items set forth in the Schedule C of the Title Commitment, and all other items set forth in the Title Commitment which are required to be released at or prior to Closing, shall be deemed to be Objections. 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. If Buyer notifies Seller of Objections to any of the matters furnished to Buyer pursuant to Section 3.03, the Seller shall, within ten (10) calendar days after Seller is provided notice, either satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in writing of the Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or Exceptions that are liens or security interests or 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 ten (10) 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 by notice in writing to Seller within forty-five (45) 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 Notwithstanding anything to the contrary herein, in the event Buyer shall not provide notice of waiver of Objections within the time period prescribed above, it shall be deemed that Buyer has elected to terminate this Contract. 3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a standard Texas Owner's Policy of Title Insurance ("Title Policy") to be furnished to Buyer. The Title Policy shall be issued by the Title Company, on behalf of Commonwealth land Title Insurance Company, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple title to the Land and ROW's, subject only to the Permitted Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no other exceptions to title, with the standard printed exceptions amended or deleted as follows; (a) survey exception regarding the Land must be amended to read "shortages in area" only (although Schedule C of the Title Commitment may condition amendment on the presentation of an acceptable survey and payment, to be borne solely by Buyer, of any required additional premium); (b) the exception for taxes must be completed with only the year in which Closing shall occur filled in and must be annotated "not yet due and payable" (unpaid taxes for prior years, if any, may be shown on Schedule C of the Title Commitment); (c) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the Survey); (d) no exception will be permitted for "rights of parties in possession"; (e) no liens shall be shown on Schedule B. Notwithstanding the enumeration of the foregoing exceptions, amendments and/or deletions, Buyer may object to any Exception(s) it deems material, in its sole discretion. ARTICLE IV FEASIBILITY REVIEW PERIOD 4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the Effective Date of this Contract and ending sixty (60) calendar days thereafter (the "Absolute Review Period"), based on such tests, examinations, studies, investigations and inspections of the Property the Buyer deems necessary and desirable, including but not limited to studies or inspections to determine the existence of any environmental hazards or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for Buyer's purposes (the "Environmental Assessment"). Buyer is granted the right (i) to inspect any and all records of Seller and LCU, 4 and/or records that Seller or LCU have the right to receive, of any kind or character, relating to all or part of the Property or the operation thereof; (ii) to conduct engineering and/or market and economic feasibility studies of the Property; and (iii) to conduct a physical inspection of the Property to the extent deemed necessary by the Buyer, including, without limitation, testing and/or inspection which disturbs the surface of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable, for any reason, for Buyer's intended use or purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as reasonably practicable, but in any event prior to the expiration of the Absolute Review Period, in which case the Earnest. Money will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. Buyer shall deliver to Seller, within five (5) days, after receipt by Buyer, a copy of the Environmental Assessment. Seller and Buyer shall keep and maintain all information contained in the Environmental Assessment in strict confidence and shall not provide any information contained in the Environmental Assessment to any other party, other than LCU, unless otherwise required by law. ARTICLE V REPRESENTATIONS WARRANTIES COVENANTS AND AGREEMENTS 5.01 Representations and Warranties of Seller and LCU. 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 and, unless noted otherwise, LCU, represent and warrant to Buyer as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: (a) The descriptive information concerning the Property set forth in this Contract is complete, accurate, true and correct. (b) 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, grant or any other right related to the use or possession of the Property, or any part thereof, except those leases described in Section 5.02(a). (c) The Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. (d) The Seller, without the joinder or consent of any other party, including without limitation, the Environmental Protection Agency of the United States of America (the "EPA") and the Texas Natural Resource Conservation Commission (the "TNRCC "), has the authority to sell and convey the Property to Buyer as contemplated by this Contract. Further, no party shall have any right of reversion or any other right of any kind which may or could terminate or reduce any interest or monetary value in any of the Property conveyed to Buyer, nor shall any party, other than Seller as per Section 2.01 of this Contract, be entitled 5 to payment of any kind or nature due or related to the conveyance of any of the Property to Buyer. (e) The transactions contemplated herein, nor the compliance with any terms or provisions hereof, contravene or conflict with any provision of law, statute, regulation, license, order, Permit or grant, or any other agreement, contract or other instrument to which Seller and/or LCU are parties, or to which Seller, LCU and/or the Property, or any part thereof, may be bound or subject. (f) The Seller has the full right, power, and authority to sell and convey the Property as provided in this Contract and Seller and LCU have the full right, power and authority to carry out their obligations hereunder, and that all requisite actions necessary to authorize Seller and LCU to enter into this Contract and to carry out Seller's and LCU's obligations hereunder have been taken. (g) All utilities (including without limitation, potable water, gas, sanitary sewer, electricity, trash removal, and telephone service) required by law or necessary for operation of the Property as it is now being operated are available to the Property in sufficient quantities to adequately service the needs of the Property. (h) The Seller or LCU 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 or relating to the Property or the operation thereof. (i) The Seller or LCU has disclosed to Buyer in writing of any and all facts and circumstances relating to the physical condition of the Property, or any part thereof, that may adversely affect the Property and/or operation or intended operation thereof, or any portion thereof, of which Seller or LCU have actual knowledge. (j} The Seller or LCU has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any which are against or are related to the Property, or will be due as of the Closing, and the Property will be subject to no liens, other than liens for ad valorem taxes for the 1999 tax year. (k) All items delivered to Buyer pursuant to Section 5.02(a), below, are true, correct and complete in all respects and fairly present the information set forth in a manner that is not misleading. (1) The Seller or LCU has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction and has not taken any action which would result in any real estate broker 6 commissions or finders fee or other fees payable to any other party with respect to the transaction contemplated in this Contract. (m) All state and federal permits in favor of, utilized by, or owned by, Seller or LCU or such parties' lessees, contractors, affiliates or any other party, necessary for, related to, or utilized in, the operation of the Property as a waste water, effluent and/or treated water land application site (the "Permits"), may be assigned, without amendment of any kind or type, or expense, to Buyer. (n) All reservoirs and/or other water storage facilities, piping and/or other water transportation and/or irrigation facilities, are in compliance with all state, federal and local laws, statutes, regulations, ordinances and Permits. (o) All Leases, as defined in Section 5.02 (a), except as expressly provided below, shall have expired or otherwise terminated on or before Closing. It is understood and agreed that the Lands are now subject to agricultural leases for the crop year 1999. Seller agrees to use all reasonable diligence to obtain releases from the agricultural tenants of the Lands for the crop year 1999, but Seller shall not be required, and shall have no duty, to pay any amount of money to any of such tenants to obtain such releases. If, by the time the transaction is scheduled to close, Seller is unable to convey at least fifty percent (50%) of the Lands to Buyer free of any agricultural leases for the 1999 year and subsequent years, Seller shall notify Buyer in writing prior to Closing of that portion of the Lands to be delivered free of agricultural lease(s) to Buyer at Closing. Seller represents and warrants to Buyer that (i) the portion of the Lands described in such notice, or if no notice is provided, fifty percent (50%) of the Lands, shall be free, clear and unencumbered by any and all agricultural leases at Closing; and (ii) that all of the Lands shall be free, clear and unencumbered by any and all agricultural leases on or before December 31, 1999, or as soon thereafter after the 1999 crops are harveested in the exercise of reasonable diligence. Notwithstanding anything to the contrary herein, if Seller is unable to deliver at least fifty percent (50%) of the Lands free of all agricultural lease(s) at Closing, Buyer may terminate this Contract by written notice to Seller, in which event the Earnest Money will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. (p) Insofar as is known by Seller, all interests in the oil, gas, and other minerals lying in, on, under or that may be produced from the Lands are now owned by either Seller, LCU, J. E. Hancock or members of J. E. Hancock's family, subject only to the Oil, Gas and Other Mineral Leases now existing of record. 5.02 Covenants and Agreements of Seller and LCU. Seller and LCU covenant and agree with Buyer as follows: (a) On or before ten (10) days after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the Property, true, correct, and complete copies of the following: (i) All lease agreements, occupancy agreements and/or licenses, of any kind or nature, relating to the possession of the Property, or any part thereof, including any and all modifications, supplements and amendments thereto (the 'Teases"). (ii) All valid and subsisting written warranties and guaranties relating to the Property, or any part thereof, together with written statements setting forth the unexpired term of any warranty or guaranty, and stating that they are assignable to Buyer and that the assignment will provide to Buyer full rights and benefits thereof. (iii) All Permits and grants relating to the Property, and/or operation or use of the Property, including any and all modifications, supplements, exhibits, ancillary documents and amendments thereof. In the event Buyer deems, in its discretion, that any of the Permits are unsatisfactory for its contemplated uses of the Property, Buyer may, by giving notice to Seller any time prior to Closing, terminate this Contract, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. (iv) All fire, hazard, liability, builder's risk and other insurance policies held by Seller on the Property. (v) The plans and specifications with respect to the Property and/or operation or use of the Property, that Seller or LCU possesses or has the right to receive, including without limitation, copies of all engineering and architectural plans and specifications, including any and all modifications, supplements and amendments thereto. (vi) All United States government farm program payments applicable to the Land for the 1999 crop year are reserved to Seller and/or Seller's agricultural tenants. (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Seller and LCU shall: (i) Not enter into any written or oral service contract or other agreement of any kind with respect to the Property that will not be fully performed on or before the Closing or would be binding on Buyer after the date of Closing. 8 (ii) Advise the Buyer promptly of any litigation, arbitration, administrative hearing, notice of violation, or inquiry of any kind, from any authority having jurisdiction of the Property or the operation thereof, concerning, affecting or relating to the Property or the operation thereof. (iii) Not tape, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller or LCU. (iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or to the surface estate of Property, or create, or permit to exist, any lien, encumbrance, or charge thereon. In the event Seller shall assign, lease or convey any right, title or interest whatsoever in or to the mineral estate of the Property, such assignment, lease or conveyance shall be made subject to the surface protection provisions contained in this Contract and General Warranty Deed made a part hereof. (v) Not enter into, or alter or amend, or otherwise modify any Lease or Permit without first obtaining the Buyer's written consent. (c) LCU shall, for the consideration stated herein, quitclaim to Seller and cause Lubbock Christian University Institute of Water Research ("LCUIWR") to quitclaim to Seller, on the form attached hereto as Exhibit "E", the ROWS. LCU expressly stipulates that LCUIWR will benefit, in the same manner as LCU as set forth in Section 5.04, from the transactions contemplated hereby and that LCU possesses the requisite control over LCUIWR to cause LCUIWR to execute and deliver said quitclaim conveyance. (d) To indemnify and hold Buyer harmless from all loss, damage, liability and expense, including, without limitation, reasonable attorneys' fees, arising or incurred (i) as a result of or related to a breach of the representations, warranties, covenants and/or agreements of Seller and LCU contained in this Article V; and (ii) as a result of or related to any liens or claims resulting from labor or materials furnished to the Property, or any part thereof, under any written or oral contracts arising or entered into prior to Closing. 5.03 Indemnity. TO THE FULLEST EXTENT PERMI'T'TED BY LAW, SELLER AND LCU (FOR THE PURPOSES OF THIS SECTION 5.03, SELLER AND LCU ARE COLLECTIVELY REFERRED TO AS "INDEMNITOR") SHALL INDEMNIFY AND HOLD HARMLESS BUYER, AND ITS RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY AND ALL ENVIRONMENTAL CLAIMS OR ENVIRONMENTAL CLEANUP LIABILITY, AS DEFINED BELOW, WHICH ARISE DIRECTLY OR INDIRECTLY FROM OR ARE RELATED TO THE USE, OPERATION, MAINTENANCE, OCCUPATION, OWNERSHIP 9 OR ABANDONMENT OF THE PROPERTY (I) BEFORE THE EFFECTIVE DATE, EVEN THOUGH CAUSED, OR CONTRIBUTED TO, BY THE NEGLIGENCE OR FAULT OF BUYER; AND (II) AFTER THE EFFECTIVE DATE, IF CAUSED OR CONTRIBUTED TO, IN WHOLE OR PART, BY INDEMNITOR, OR INDEMNITOR'S EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS AND/OR ASSIGNS. Indemnitor further covenants and agrees to defend any suits or administrative proceedings brought against Buyer, and its respective officers, elected officials, employees, agents, successors and assigns, on account of any such Environmental Claims or Environmental Cleanup Liability and to pay or discharge the full amount or obligation of such Environmental Claims or Environmental Cleanup Liability incurred by, accruing to or imposed on Buyer and/or its respective officers, elected officials, employees, agents, successors and assigns, as applicable, resulting from any such suit or suits, or administrative proceedings, or any amounts resulting from the settlement or resolution of such suit or suits or administrative proceedings. In addition, Indemnitor shall pay to Buyer, and/or its respective officers, elected officials, employees, agents, successors and assigns, as applicable, reasonable attorneys' fees incurred by Buyer, and/or its respective officers, elected officials, employees, agents, successors and assigns, as applicable, in enforcing Indemnitor's indemnity in this Article V. As used in this Contract: (a) "Arises." An Environmental Claim or Environmental Cleanup Liability shall be deemed to Arise upon each discrete, operationally -related Release of a Chemical Substance. (b) "Chemical Substances" shall mean any chemical substance, including, but not limited to, any sort of pollutants, contaminants, chemicals, including nitrates and other nitrogen related substances, raw materials, intermediates, products, industrial, solid, toxic or hazardous substances, materials, wastes, asbestos, asbestos -containing materials, polychlorinated biphenyls, or petroleum products, including crude oil or any component thereof, and any material or substance of any kind containing any of the above. (c) "Environmental Claim" shall mean any claim, demand, action, suit or proceeding for the injury, disease or death of any person (including, without limitation, the Indemnitor, or Indemnitor's successors, assigns, employees, agents and/or representatives) property damage, damage to the environment, or damage to natural resources made, arising or alleged to arise under, or relating to, any Environmental Law. Environmental Claim includes any damages, settlement amounts, fines and penalties assessed or costs of complying with any orders or decrees of courts, administrative tribunals or other governmental entities associated with resolving such claims, demands, actions, suits or proceedings and any costs, expenses and fees, including, without limitation, reasonable attorney's fees incurred in the investigation, defense and resolution of such claims, demands, actions, suits and proceedings. 10 (d) "Environmental Cleanup Liability" shall mean any cost or expense of any nature whatsoever incurred to contain, remove, remedy, respond to, clean up, or abate any Release of Chemical Substances or other contamination or pollution of the air, surface water, groundwater, land surface or subsurface strata related to the operation, use, maintenance, abandonment or ownership of the Property, whether such Release, contamination or pollution is located on, within, under or above the Property or is located on, within, under or above any other lands or property including, but not limited to, any Release of Chemical Substances or other contamination of pollution arising out of or resulting from the manufacture, generation, irrigation, land application, formulation, processing, labeling, distribution, introduction into environment or commerce, or on site or off site use, treatment, handling, storage, disposal, or transportation of any Chemical Substances. Environmental Cleanup Liability includes, without limitation, any judgments, damages, settlements, costs or expenses (including without limitation, attorneys', consultants, and experts' fees and expenses) incurred with respect to (i) any investigation, study, assessment, legal representation, cost recovery by a governmental agency or third party, or monitoring or testing in connection therewith, (ii) the Property as a result of actions or measures necessary to implement or effectuate any such containment, removal, remediation, response, cleanup or abatement, and (iii) the resolution of such liabilities. (e) "Environmental Law" means any statutes or legal requirements relating to or regulating the pollution, worker, employee and occupational safety and health, protection or cleanup of the environment or damage to or remediation of damage to real property and natural resources (including, but not limited to, ambient air, surface water, groundwater, and land surface or subsurface strata) including, without limitation, legal requirements contained in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. { 9601 et seq., as amended (CERCLA); the Resources Conservation and Recovery Act of 1976, 42 U.S.C. { 6901, et seq., as amended (RCRA); the Superfund Amendments and Reauthorization Act of 1986, Pub. L. 99-499, as amended (SARA); the Clean Air Act, 42 U.S.C. { 7401, et seq., as amended; the Federal Water Pollution Control Act, 33 U.S.C. { 2601 et seq., as amended; the National Environmental Policy Act, 42 U.S.C. { 4321, et seq., as amended (NEPA); and the Safe prinking Water Act, 42 U.S.C. { 300 j-1, et seq., as amended; and/or any other federal, state or local laws, statutes, ordinances, rules, regulations or orders (including decisions of any court or administrative body) relating to the pollution, worker, employee and occupational safety and health, protection or cleanup of the environment as described above. Environmental Law shall also mean the Toxic Substance Control Act, 15 U.S.C. 12601, et seq., as amended (T©SCA), and/or any other federal, state (including, without limitation, laws with respect to trespass, nuisance and other torts or similar legal theories which may be applied to establish liability or responsibility for Environmental Cleanup or Environmental Claims) or local laws, statutes, ordinances, rules, regulations or 11 regulations or orders (including decisions of any court or administrative body) relating to (i) release, containment, removal, remediation, response, cleanup or abatement of any sort of Chemical Substance, (ii) the manufacture, generation, formulation, processing, irrigation, land application, labeling, distribution, introduction into environment or commerce, use, treatment, handling, storage, disposal or transportation of any Chemical Substance, (iii) exposure of persons, including agents, contractors and employees of Seller and Indemnitor, to any Chemical Substance and other occupational safety or health matters, or (iv) the environmental hazards relating to the physical structure or condition of a building, facility, reclaimed or effluent water reservoir or distribution, transportation and/or irrigation system, fixture or other structure, including, without limitation, those relating to the management, use, land application, storage, disposal, cleanup or removal of any Chemical Substance. {f) "Release" shall mean any spilling, leaking, pumping, pouring, emitting, irrigating, spraying, emptying, land applying, discharging, escaping, leaching, dumping or disposing, in any way, manner or form, of any Chemical Substance into the environment (including, but not limited to, the ambient air, surface water, groundwater and/or land surface or subsurface strata) of any kind whatsoever (including also the abandonment or discarding of barrels, containers, tanks or other receptacles containing or previously containing any Chemical Substance). (g) Environmental Claims or Environmental Cleanup Liability which arise directly or indirectly from or are related to the use, operation, maintenance, occupation, ownership or abandonment of the Property before the Effective Date shall be deemed to be limited to the Environmental Claims or Environmental Cleanup Liability arising directly or indirectly from or are related to those matters set forth in the environmental assessment to be attached to and made a part of this Contract as Addendum "A". (h) Notwithstanding anything to the contrary herein, Seller and LCU shall have the right, upon providing written notice to Buyer on or before fifteen (15) business days after the receipt of the Environmental Assessment, to not provide the indemnity set forth in this Section 5.03 to the Buyer. In the event Seller and LCU shall elect to not provide the above-described indemnity, this Contract shall terminate and be null and void and the Earnest Money shall be returned to Buyer, in which event Seller, LCU and Buyer shall have no further duties or obligations hereunder. In the event that Seller and LCU shall not provide the described notice to Buyer within the time period set forth herein, Seller and LCU shall provide an acknowledgement of same to Buyer at Closing and it shall be deemed for all purposes that Seller and LCU have agreed to be bound by the terms of this Section 5.03. 12 5.04 Benefit of LCU. LCU, by virtue of LCD's interest in and relationship with the Seller, deems it to be in LCU's best interest, based on sound business judgment and the fact that valuable direct benefits would be derived by LCU by virtue of this Contract and the transactions contemplated hereby, to provide the indemnities, representations, warranties, covenants and agreements contained in this Contract to Buyer. LCU hereby expressly stipulates and acknowledges that Buyer would not enter into this Contract absent such actions by LCU and LCU has performed such actions to induce Buyer to enter into this Contract and to consummate the transactions contemplated herein. 5.05 Survival Beyond Closing. The representations, warranties, covenants and agreements of Buyer as set forth in this Article V of this Contract shall survive the Closing. ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this Contract unless, within the designated time periods, all of the following shall have occurred: (i) Seller and LCU have performed, furnished, or caused to be furnished to Buyer all items required to be so performed or furnished under other sections of this Contract, including, without limitation, items to be delivered at Closing; and (ii) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with Article III. 6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements. Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of Seller and LCU contained in this Contract are true and correct, as of the Effective Date and Closing Date, except where specific reference is made to another date. 6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the date of Closing, any portion of the Property has been condemned, or is the subject of condemnation, eminent domain, or other material proceeding, or has been damaged by fire or other casualty in any material manner, or the Property, or any part thereof, has been materially or adversely impaired in any manner. 6.04 Review Periods. Buyer is not obligated to perform under this Contract if Buyer delivers written notice to Seller pursuant to Section 4.01 or Section 5.02 (a) (iii), that Buyer has determined that the Property or Permits is or are unsuitable to or for Buyer's purposes. 6.05 Indemnity of Seiler. Buyer is not obligated to perform under this Contract if Seller shall deliver written notice to Buyer, as set forth in Section 5.03 (h), notifying Buyer that Seller and LCU have elected to not indemnify Buyer, as set forth therein. 13 6.06 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying the waived condition precedent. 6.07 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of Buyers' obligations under this Contract have not been satisfied or waived by the Buyer, the Buyer may, by giving written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately returned to Buyer by the Title Company. The Seller shall, on written request from Buyer, promptly issue the instructions necessary to instruct the Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, including without limitation, the provision of Article IX, below, Buyer and Seller shall have no further obligations under this Contract, one to the other. ARTICLE VII CLOSING 7.01 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 later to occur of (i) March 26, 1999; (ii) the date upon which Seller cures, or Buyer waives, Buyer's Objections, as set forth in Article III, above; or (iii) as mutually agreed on by Seller and Buyer, but subject to the time provision for review set out in Section 5.03(h). 7.02 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer or the Title Company, at Buyer's sole cost and expense (except as expressly provided in this Contract to the contrary), the following items. (i) The Title Policy, in the form specified in Section 3.05; (ii) The General Warranty Deed, substantially in the form as attached hereto as Exhibit "C", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iii) A Bill of Sale, substantially in the form as attached hereto as Exhibit "D", duly executed by Seller; (iv) An updated UCC Search, dated not more than three (3) days prior to the date of Closing, showing no filings against or with respect to all or any portion of the Property; 14 (v) An acknowledgement, executed by Seller, that no notice, as set forth in Section 5.03 (h), was provided to Buyer. (vi) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b) LCU. At Closing, LCU shall deliver and cause to be delivered to Seller and the Title Company, the following items: (i) The Quitclaim Conveyance, substantially in the form as attached hereto as Exhibit "E", duly executed by LCU and the Lubbock Christian University Institute of Water Research, and acknowledged; (ii) An acknowledgement, executed by LCU, that no notice, as set forth in Section 5.03 (h), was provided to Buyer. (iii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (c) Buyer. At the Closing, Buyer shall deliver to Seller or the Title Company, the following items:. (i) The sum required by Section 2.01 in the form of certified or cashier's check or other readily available funds; (ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract, the provisions of this Section 7.03 shall survive the Closing. The following item shall be adjusted or prorated between Seller and Buyer with respect to the Property: (i) Ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur, if any, shall be prorated between Seller and Buyer as of the Closing Date. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. In the event the actual amount of taxes for the calendar year in which Closing shall occur shall be greater or lesser than the taxes for the preceding year, Seller and Buyer shall readjust in cash with the result being that Seller shall pay for those taxes attributable to the period of time of such year prior to the Closing Date. is 7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer by Seller on the Closing Date (the "Date of Possession"), in its present condition, subject only to ordinary wear and tear, but subject to Section 5.01(o) of this Contract. 7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in negotiating, preparing, and closing the transaction contemplated by this Contract. Buyer is responsible for paying fees, costs and expenses associated with closing the transaction contemplated by this Contract as same are normally assessed by the Title Company in a transaction of this character. ARTICLE VIII POST -CLOSING OBLIGATIONS 8.01 Assignment of Permits by Seller and LCU. Notwithstanding anything to the contrary contained in this Contract, the provisions of Article VIII shall survive the Closing. Seller and LCU shall assign to Buyer within a reasonable time after this transaction is closed, at Buyer's expense, the Permits. Seller and LCU shall provide assistance to Buyer necessary to effectuate said transfer. In the event the Permits cannot be transferred to Buyer, Buyer may, by providing written notice to Seller, terminate this Contract, in which case the Purchase Price shall be immediately refunded to Buyer by Seller and LCU, by cash, cashier's check, or other readily available funds. ARTICLE IX DEFAULTS AND REMEDIES 9.01 Seller's and LCU's Defaults and Buyer's Remedies. (a) Seller's and/or LCD's Defaults. Seller and/or LCU are in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Seller's and/or LCD's warranties or representations contained in this Contract are untrue or incorrect; or (ii) Seller and/or LCU fail to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Seller's and/or LCU'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 may, at Buyer's sole option, do any one or more of the following: (i) Terminate this Contract by written notice delivered to Seller, in which event the Buyer shall be entitled to a return of the Earnest Money; or 16 (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those permissible under the terms of this Contract. (c) Return of Earnest Money Deposit. On the occurrence of any event constituting a default by Seller and/or LCU under this Contract, in addition to the exercise of rights and remedies set forth in this Section 9.01, the Earnest Money, together with the interest thereon, shall be immediately returned to the Buyer by the Title Company. Seller shall, promptly on written request from Buyer, execute and deliver any documents necessary to cause the Title Company to return to Buyer the Earnest Money. 9.02 Buyer's Default, Seller's Remedies. (a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver at Closing, the items specified in Section 7.02(c) of this Contract for any reason other than a default by Seller or LCU under this Contract or termination of this Contract pursuant to the terms hereof. %�i J- L) ' Cv C'u, (b) Seller's Remedy. If Buyer is in default under this Contract, Sellers Seller's A LC 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. Buyer shall promptly on written request from Seller, execute and deliver any documents necessary to cause the Title Company to deliver to Seller the Earnest Money. ARTICLE X MISCELLANEOUS 10.01 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) calendar days following the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows; 17 SELLER: LCU BUYER: Harvie M. Pruitt 5601 19th Street Lubbock, Texas 79407 (806) 796-8800 (806) 796-8936 Telecopy Copies to: For Seller: R.W. Casselberry Fulbright & Casselberry 211 North Houston Avenue Lamesa, Texas 79331 (806) 872-2103 (806) 872-3332 Telecopy L. Ken Jones 5601 19th Street Lubbock Texas 79407 , (806) 796-8800 (806) 796-8936 For LCU: R.W. Casselberry Telecopy Fulbright & Casselberry 211 North Houston Avenue Lamesa, Texas 79331 (806) 872-2103 (806) 872-3332 Telecopy For Buyer: Terry Ellerbrook Managing Director of Water Utilities City of Lubbock (806) 775-2585 Teleoopy (806) 775-3027 Richard K. Casner Natural Resources Attorney City Attorney's Office P.O. Box 2000 Lubbock, Texas 79457 (806) 775-2221 Telecopy: (806) 775-3307 Edward W. Bucy Right -of -Way Agent City of Lubbock P.O. Box 2000 Lubbock, Texas 79457 (806) 775-2352 10.02 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. 10.03 Entirety and Amendments. This Contract including the Exhibits hereto, 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. 10.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller, LCU and Buyer, and their respective successors and assigns. is 10.05 Risk of Loss. If damage or destruction to any of the Property prior to Closing has not been restored to the satisfaction of Buyer, as determined in Buyer's sole discretion, on or before the date of Closing, or if any condemnation or any eminent domain proceedings are threatened or initiated that might result in the taking of any portion of the Property, Buyer may, at Buyer's option, do any of the following: (a) Terminate this Contract and withdraw from this transaction without cost, obligation or liability, in which case the Earnest Money should 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 condemnation proceeds or insurance proceeds paid for damage to the Property, together with the deductible amount under Seller's insurance covering 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 condemnation proceeds or insurance proceeds and the deductible amount. Buyer shall have a period of twenty (20) days after receipt of written notification from Seller on the final settlement of all condemnation or insurance claims in which to make Buyer's election. 10.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed and/or delivered by Seller, LCU and Buyer, Seller, LCU 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 transaction contemplated hereby. 10.07 Time is of the Essence. It is expressly agreed between Buyer, LCU and Seller that time is of the essence with respect to this Contract. 10.08 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. 10.09 Expiration of Offer. The execution of this Contract by Seller and LCU constitutes an offer to sell the Property upon the terms hereof. Unless by 5:00 p.m., on January 15, 1999, this Contract is accepted by Buyer, the offer of this Contract shall be automatically revoked and terminated. 19 t f A' SELLER: LUBBOCK CHRISTIAN UNIVERSITY INVESTMENT CORPORATION By: Name: N'l Ir tf ! C' M. —Prw, -1 ! Title: l 6u'0)�a r OT d ar rc Executed by LCUIC on the day of December, 1998. SELLER: LUBBOCK CHRISTIAN UNIVERSITY Name Title: —Roar) b �nllf�'S1�y Executed by LCU on the day of December, 1998. I BUYER: By: Windy Sitton, ayor Executed by Buyer on the 14th day of January, 1999 , City Secretary 20 APPROVED AS TO CONTENT: Terry Ellerbrook, M aging Director of Water Utilities APPROVED AS TO FORM: Richard Casner, Natural Resources Attorney 21 EXHIBIT "A" To Contract of Sale The following described tracts or parcels of land lying and being situated in Lynn County, Texas, to -wit: All of Tracts 2, 3, 4, 5, b and 8, in League One, and Tract 7 of League Two, according to the map or plat of Wm. D. Green's Subdivision of a part of Leagues 1, 2, 3 and 4, Wilson County School Lands, Lynn County, Texas, which map or plat is of record in Book 57, Page 38, of the Deed Records of Lynn County, Texas, containing 1214.52 acres. All of Tracts 1, 7, 9 and 10 in League 1; Tracts 1, 2, 4, 8, 11, 12, 13 and 14 in League 2; Tract 3 in League 3; and Tracts 1, 2, 3 and 4 in League 4, according to the Map or Plat of William D. Green Subdivision of a part of Leagues 1, 2, 3 and 4, Wilson County School Lands, Lynn County, Texas, which Map or Plat is of record in Book 57, Page 38, of the Deed Records of Lynn County, Texas. SAVE AND EXCEPT, all oil, gas and other minerals in, on and under and that may be produced from the Land are hereby reserved unto Seller and Seller's successors and assigns. As used herein, the term "minerals" shall exclude (i) all substances (except oil and gas) that any reasonable extraction, mining or other exploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface of the Land; and (ii) all substances (except oil and gas) which are at or near the surface of the Land. The intent of the parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d743 (Tex. 1980). EXHIBIT "B" To Contract of Sale All easements, rights-of-way or any other ways of access and all rights in and to pipelines and appurtenant property or facilities owned by Seller in Sections 1 and 4, Block B; Sections 1, 2, 4, 11, 12, 13, 16, 25, 26, 27, 28, 55, 56, 57, 58, 59 and 60, Block S, GC & SF R.R. Co. Survey; and Sections 40, 35, 30, 31, 32 and 34, Block 24, HE & WT R.R. Co. Survey, Lubbock County, Texas and Sections 2 and 3, Block M, EL & RR R.R. Co. Survey, Lynn County, Texas, including without limitation, the following: Description of the approximate location of a 27' force main leading from the Southeast Water Reclamation Plant to the LCC Institute of Water Research Lubbock Land Treatment System Research and Demonstration Project at the Wilson farm in Lynn Co., also referred to as the Wilson Line, contained in Lubbock and Lynn Counties of the State of Texas; Beginning at Station 0+00 said point being the connection to the discharge header at the Southeast Reclamation Plant; Thence S 11° 15'E a distance of 139' to station 1+38; Thence S 33° 45' E a distance of 400' to station 5+38; Thence S 22° 30'E a distance of 256' to station 7+94; Thence S 67° 30' W a distance of 402' to station 11+96; Thence south a distance of 223' to station 14+19; Thence S 67° 30' W a distance of 710' to station 21+29; Thence in a southerly direction, 18' east of and parallel to the centerline of Guava Avenue, a distance of 3110' to station 52+39, said point being the end of a curve to the right having a radius of 833', and arch distance of 64' and a delta angle of 4° 24'07"; Thence along said curve to the right a distance of 64' to station 53+03, said point being in the end of a curve to the right and the beginning of a curve to the left having a radius of 1106', arch distance of 149', and a delta angle of 7° 43'08"; Thence along said curve a distance of 149' to station 54+52 said point falling in the right-of-way of FM 835 at the approximate highway centerline station 8+44 as referred to in State Department of Highways and Pubii, .-ansportation Approval Form 1023, control #933, Section 1, dated November 28, 1979; Thence in a southeasterly direction a distance of 73' to station 55+25,- Thence 5+25;Thence in a southwesterly direction a distance of 51' to station 55+76 said point being 15' west of the centerline of Burlington Railway Spur Track #261; Thence in a southeasterly direction, 15' west of and parallel to Burlington Spur Track #261 a distance of 786' to station 63+62 Thence in a southwesterly direction, 184' to station 65+46 said point being 25' east of the centerline of Spur 331 and highway station 185+52.5 as referred to in State Department of Highways and Public Transportation Approval Form 1023, Control 53, Section 1, Highway # Spur 331 and Control 3273, Section 1, Highway #FM 3020 dated December 5, 1979; Thence parallel to and 6' east of the east right-of-way line a distance of 1208' to station 115+64 said point being the beginning of transition from 6' east of the east right-of-way line to 25' east of the centerline of Spur 331; Thence parallel to and 25' east of the centerline of Spur 331 a distance of 3171' to station 147+35 said point being the beginning of a transition back to 25' east of the centerline to 37' east of the centerline; Thence parallel to and 37' east of the centerline of Spur 331 a distance of 326' to station 150+61 said point being the beginning of a transition back to 25' east of the centerline; Thence 287' to station 153+48 said point being 25' east of the centerline of Spur 331; Thence parallel to and 25' east of the centerline a distance of 3216' to station 185+64 said point being the beginning of a transition back from 25' east of the centerline to 3' west and parallel to the east right-of-way line of Spur 331; Thence 3' west and parallel to east right-of-way line a distance of 1336' to station 199+00 said point being the beginning of a transition from 3' west of the east right-of-way of Spur 331 to 10' west of and parallel to the east right-of-way line of Spur 331; Thence in a southeasterly direction a distance of approximately 100' to station 200+00 said point being 10' west of the east right-of-way line of Spur 331; Thence 10' west of and parallel to the east right-of-way ._en a distance of 2099' to station 220+99 said point being at the end of Spur 331 and where the control for U.S. 84 begins; Thence continuing in a southeasterly direction 10' south of the northern right-of- way ight-ofway line of U.S. 84 and parallel to U.S. 84 a distance of 14,666' to station 367+65 said point being station 486+88 on U.S. 84 Highway Station, as noted in State Department of Highways and Public Transportation approval form 1023, Control 53, Section 1 dated November 28, 1979; Thence in a southwesterly direction at a right angle to Highway 84, across U.S. 84 a distance of 238' to station 370+03 said point falling 7' east of the west right-of- way line of Co. Rd. 30 as referred to in the Commissioner's Court Records Book 24, Page 563, dated November 28, 1979; Thence in a southerly direction 7' east of and parallel to the west right-of-way line of Co. Rd. 30 a distance of 21,262 to station 582+65; Thence in a westerly direction 7' south of the north right-of-way of Co. Rd. 30 a distance of 591' to station 588+56; Thence in a southerly direction 7' east of and parallel to the west right-of-way line of Co. Rd. 30 a distance of 889'± to station 597+45 said point being the beginning of a transition from 13' west of the centerline of Co. Rd. 30 to 30' west of the centerline of F.M. 41; Thence in a southerly direction 105' to station 598+50; Thence in a southerly direction 30' west of and parallel to the centerline of F.M. 41 a distance of 4927' to station 647+77; Thence in a southeasterly direction across F.M. 41 a distance of 8 P to a point that falls 9.5' east of the west right-of-way of Co. Rd. 30 to station 648+58; Thence in a southerly direction 9.5' east of and parallel to the west right-of-way line of Co. Rd. 30 a distance of 4912'± to a transition point from 9.5' east of the west right-of-way line of Co. Rd. 30 to station 697+70; Thence in a southerly direction at 7' east of the west right-of-way line of Co. Rd. 30 a distance of 5365' to station 751+35; Thence in an easterly direction at 7' north of the south right-of-way line of a Co. Rd. a distance of 1833' to station 769+68; Thence in a southerly direction at T east of the west right-of-way line of Co. Rd_ 30 a distance of 5152' to station 821+20 and the end of this project. EXHIBIT "C" To Contract of Sale GENERAL WARRANTY DEED STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LYNN That LUBBOCK CHRISTIAN UNIVERSITY INVESTMENT CORPORATION, a Texas 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 CITY OF LUBBOCK, a Texas Home Rule Municipal Corporation (herein called "Grantee"), P.O. Box 2000, Lubbock, Tx 79457, the receipt and sufficiency of which are hereby acknowledged and confessed, subject to the reservations set further below, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Lynn County, Texas described on Exhibit "A" attached hereto, together with all fixtures and improvements attached thereto (the "Lands"), and together with the easements, rights-of-way and other property and/or property interests located in Lubbock and Lynn Counties, Texas, as described on Exhibit "B" attached hereto (the "Rights -of - Way") (the Lands and the Rights -of -Way are collectively called the "Property"). PROVIDED HOWEVER, the Lands are hereby conveyed subject To all valid, existing mineral reservations and conveyances, and easements and rights-of-way, if any, affecting said premises and of record in the Offices of the County Clerks of Lubbock and Lynn Counties, Texas. Grantor, subject to the restrictions set forth below, expressly reserves to itself, its successors and assigns, all oil, gas and other minerals lying in, on, under and that may be produced from the Lands. As used herein, the term "minerals" shall exclude (i) all substances (except oil and gas) that any reasonable extraction, mining or other exploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface of the Lands; and (ii) all substances (except oil and gas) which are at or near the surface of the Lands. The intent of the parties hereto is that the meaning of the term "mineral" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). For the protection of the surface estate of the Lands, and as a covenant running with said lands and binding upon the Grantor herein and the Grantor's successors and assigns, it is agreed that any person, company or other entity conducting operations in connection with the interest in the oil, gas and other minerals in, on, under and that may be produced from said lands which is now owned by Grantor, under the authority of the Grantor, its successors and assigns, granted after the date hereof, shall comply with the following provisions and requirements for the protection of the surface estate of said Lands, and any oil, gas and mineral lease hereafter executed by the Grantor, its successors and assigns, shall contain such provisions, it being understood and agreed, however, that such provisions will be binding upon the person, company or other entity conducting suci, mineral operations (in such provisions referred to as Lessee) as covenants running with the land and whether or not such provisions are included in such lease or leases hereafter executed, said provisions being as follows: (a) Lessee, its successors and assigns, shall pay to the owner of the surface estate of the Lands (the "Surface Owner") a reasonable amount for all damages of any type or kind caused or related to mineral exploration and/or production activities upon the Lands. (b) Lessee shall conduct all of its mineral exploration and/or production activities upon the Lands in such a manner so as to interfere as little as reasonably possible with the use and operation of the Lands of the Surface Owner. No surface drilling location, storage facility, roadway or facility of any kind located on or above the surface shall be located within or under a pivot irrigation system without the prior consent of the Surface Owner, which consent shall not be unreasonably withheld. (c) It is further understood and agreed that any and all roads established by the Lessee hereunder shall be located as nearly as practical as agreed upon by and between Lessee and the Surface Owner. (d) All pipelines, flowlines, electric transmission lines, telephone lines or other lines necessary or related to mineral exploration and/or production activities on the Lands shall be buried no less than thirty-six (36) inches below the surface of the ground, except at the actual drilling or storage facility site. (e) Upon completion of any mineral exploration and/or production activities, including exploration activities that result in the completion of an oil or gas well(s) or abandonment of any drill site(s), pit area(s), well locations (s), tank battery locations (s), roadways) or other surface disturbance(s), Lessee shall as soon as reasonably practicable (i) remove all rock, gravel, caliche, or other materials foreign to the natural condition of the Land; (ii) level and fill with topsoil all pits, ruts, or other surface disturbances in such a manner as to restore same to the natural contour of the Lands; (iii) clean the area to the end that all objects, materials and structures not reasonably necessary to the production of oil and/or gas are removed and eliminated, (iv) reseed the affected area with native grass, and (v) otherwise restore the surface of the Lands to its original condition as nearly as reasonably possible. (f) Any saltwater produced from wells drilled on the Lands shall be disposed of off the Lands, or shall be re- injected into a subsurface strata at a depth sufficient to protect all sources and supplies of fresh and potable water. No saltwater shall be disposed on the Lands, as set forth herein, except that produced from the Lands. (g) Lessee agrees to protect the potable water, in, on and under the Lands, from contamination from mineral exploration and/or production activities, and upon the abandonment of any oil or gas well. Lessee shall plug the same in compliance with the applicable laws, rules and regulations of the Railroad Commission of Texas, and/or any other governmental authority having jurisdiction other such matters. (h) Lessee, if requested by Surface Owner, shall construct and maintain fences around each site of surface facilities related to mineral pumping units, tank batteries and pits sufficient to keep all livestock out of such sites. (i) Lessee shall not, and shall not permit any of its employees, contractors, agents, or other third parties acting on behalf of such parties entering upon the Lands, to bring upon the Lands any alcoholic beverages or illegal drugs, to hunt on any portion of the Lands or to take or carry any firearms thereon for any purpose whatsoever. (j) All mineral exploration and/or production operations on the Lands shall be conducted in a reasonably prudent manner and in compliance with the laws, rules, and regulations pertaining to oil, gas and mineral operations within the State of Texas. (k) No potable water, or water suitable for livestock consumption, irrigation or land application purposes, may be taken or used, in any way, manner or form, from the Lands, for or related to any mineral exploration and/or production activities of any kind or type. Notwithstanding any of the above language to the contrary, Grantor shall have no personal liability to the owner of the surface estate in connection with the mineral operations conducted thereon by other parties. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and aasigns 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. EXECUTED this the day of By: STATE OF TEXAS COUNTY OF , 1998. LUBBOCK CHRISTIAN UNIVERSITY INVESTMENT CORPORATION Harvie M. Pruitt, Chairman This instrument was acknowledged before me on the day of January, 1999, by Hary-i— Pruitt, Chairman of the Board of Directors of Lubbock Ch r 'son University Investment Corporation, a Texas corporation, oh, zalf of said corporation. Notary Public, State of Texas EXHIBIT "A" To General Warranty Deed The following described tracts or parcels of land lying and being situated in Lynn County, Texas, to -wit: All of Tracts 2, 3, 4, 5, 6 and 8, in League One, and Tract 7 of League Two, according to the map or plat of Wm. D. Green's Subdivision of a part of Leagues 1, 2, 3 and 4, Wilson County School Lands, Lynn County, Texas, which map or plat is of record in Book 57, Page 38, of the Deed Records of Lynn County, Texas, containing 1214.52 acres.. All of Tracts 1, 7, 9 and 10 in League 1; Tracts 1, 2, 6, 8, 11, 12, 13 and 14 in League 2; Tract 3 in League 3; and Tracts 1, 2, 3 and 4 in League 4, according to the Map or Plat of William D. Green Subdivision of a part of Leagues 1, 2, 3 and 4, Wilson County School Lands, Lynn County, Texas, which Map or Plat is of record in Book 57, Page 38, of the Deed Records of Lynn County, Texas. EXHIBIT «B» To General Warranty Deed All easements, rights-of-way or any other ways of access and all rights in and to pipelines and appurtenant property or facilities owned by Grantor in Sections I and 4, Block B; Sections 1, 2, 4, 11, 12, 13, 16, 25, 26, 27, 28, 55, 56, 57, 58, 59 and 60, Block S, GC & SF R.R. Co. Survey; and Sections 40, 35, 30, 31, 32 and 34, Block 24, HE & WT R.R. Co. Survey, Lubbock County, Texas and Sections 2 and 3, Block M, EL & RR R.R. Co. Survey, Lynn County, Texas, including without limitation, the following: Description of the approximate location of a 27' force main leading from the Southeast Water Reclamation Plant to the LCC Institute of Water Research Lubbock Land Treatment System Research and Demonstration Project at the Wilson farm in Lynn Co., also referred to as the Wilson Line, contained in Lubbock and Lynn Counties of the State of Texas: Beginning at Station 0+00 said point being the connection to the discharge header at the Southeast Reclamation Plant; Thence S l la ITE a distance of 139' to station 1+38; Thence S 33° 45'E a distance of 400' to station 5+38; Thence S 22° 30'E a distance of 256' to station 7+94; Thence S 67° 30' W a distance of 402' to station 11+96; Thence south a distance of 223' to station 14+19; Thence S 67° 30' W a distance of 710' to station 21+29; Thence in a southerly direction, 18' east of and parallel to the centerline of Guava Avenue, a distance of 3110' to station 52+39, said point being the end of a curve to the right having a radius of 833', and arch distance of 64' and a delta angle of 4° 24'07"; Thence along said curve to the right a distance of 64' to station 53+03, said point being in the end of curve to the right and the beginning of a curve to the left having a radius of 1106', arch distance of 149', and a delta angle of 70 43'08"; Thence along said curve a distance of 149' to station 54+52 said point falling in the right-of-way of FM 835 at the approximate highway centerline station 8+44 as referred to in State Department of Highways and Public Transportation Approval Form 1023, control #933, Section 1, dated November 28, I979; Thence in a southeasterly direction a distance of 73' to station 55+25; Thence in a southwesterly direction a distance of 51' to station 55+76 said point being 15' west of the centerline of Burlington Railway Spur Track #261; Thence in a southeasterly direction, 15' west of and parallel to Burlington Spur Track #261 a distance of 786' to station 63+62 Thence in a southwesterly direction, 184' to station 65+46 said point being 25' east of the centerline of Spur 331 and highway station 185+52.5 as referred to in State Department of Highways and Public Transportation Approval Form 1023, Control 53, Section 1, Highway # Spur 331 and Control 3273, Section 1, Highway #FM 3020 dated December 5, I979; Thence parallel to and 6' east of the east right-of-way line a distance of 1208' to station 115+64 said point being the beginning of a transition from 6' east of the east right-of-way line to 25' east of the centerline of Spur 331; Thence parallel to and 25' east of the centerline of Spur 331 a distance of 3171' to station 147+35 said point being the beginning of a transition back to 25' east of the centerline to 37' east of the centerline; Thence parallel to and 37' east of the centerline of Spur 331 a distance of 326' to station 150+61 said point being the beginning of a transition back to 25' east of the centerline; Thence 287' to station 153+48 said point being 25' east of the centerline of Spur 331; Thence parallel to and 25' east of the centerline a distance of 3216' to station 185+64 said point being the beginning of a transition back from 25' east of the centerline to 3' west and parallel to the east right-of-way line of Spur 331; Thence 3' west and parallel to east right-of-way line a distance of 1336' to station 199+00 said point being the beginning of a transition from 3' west of the east right-of-way of Spur 331 to 10' west of and parallel to the east right-of-way line of Spur 331; Thence in a southeasterly direction a distance of approximately 100' to station 200+00 said point being 10' west of the east right-of-way line of Spur 331; Thence 10' west of and parallel to the east right-of-way lien a distance of 2099' to station 220+99 said point being at the end of Spur 331 and where the control for U.S. 84 begins; Thence continuing in a southeasterly direction 10' south of the northern right-of- way line of U.S. 84 and parallel to U.S. 84 a distance of 14,666' to station 367+65 said point being station 486+88 on U.S. 84 Highway Station, as noted in State Department of Highways and Public Transportation approval form 1023, Control 53, Section I dated November 28, 1979; Thence in a southwesterly direction at a right angle to Highway 84, across U.S. 84 a distance of 238' to station 370+03 said point falling T east of the west right-of- way line of Co. Rd. 30 as referred to in the Commissioner's Court Records Book 24, Page 563, dated November 28, 1979; Thence in a southerly direction T east of and parallel to the west right-of-way line of Co. Rd. 30 a distance of 21,262 to station 582+65; Thence in a westerly direction T south of the north right-of-way of Co. Rd. 30 a distance of 591' to station 588+56; Thence in a southerly direction 7' east of and parallel to the west right-of-way line of Co. Rd. 30 a distance of 889' f to station 597+45 said point being the beginning of a transition from 13' west of the centerline of Co. Rd. 30 to 30' west of the centerline of F.M. 41; Thence in a southerly direction 105' to station 598+50; Thence in a southerly direction 30' west of and parallel to the centerline of F.M. 41 a distance of 4927' to station 647+77; Thence in a southeasterly direction across F.M. 41 a distance of 81' to a point that falls 9.5' east of the west right-of-way of Co. Rd. 30 to station 648+58; Thence in a southerly direction 9.5' east of and parallel to the west right-of-way line of Co. Rd. 30 a distance of 4912'± to a transition point from 9.5' east of the west right-of-way line of Co. Rd. 30 to station 697+70; Thence in a southerly direction at 7' east of the west right-of-way line of Co. Rd. 30 a distance of 5365' to station 751+35; Thence in an easterly direction at 7' north of the south right-of-way line of a Co. Rd. a distance of 1833' to station 769+68; Thence in a southerly direction at 7' east of the west right-of-way line of Co. Rd. 30 a distance of 5152' to station 821+20 and the end of this project. EXHIBIT "n" To Contract of Sale BILL OF SALE STATE OF TEXAS COUNTY OF LUBBOCK § KNOW ALL MEN BY THESE PRESENTS The undersigned, LUBBOCK CHRISTIAN UNIVERSITY INVESTMENT CORPORATION, a Texas Corporation (the "Grantor"), for and in consideration of the sum of TEN AND NO/ 100 DOLLARS ($10.00) and other good and valuable consideration to Grantor in hand paid by the CITY OF LUBBOCK, a Texas Home Rule Municipal Corporation ("the Grantee"), the receipt and sufficiency of which are hereby acknowledged and confessed, has BARGAINED, SOLD and CONVEYED and by these presents, does BARGAIN, SELL and CONVEY unto Grantee, all of Grantors' right, title, and interest to the personal property located in or on or utilized in connection with or related to the real property described on Exhibit "A" and Exhibit "B" attached hereto, including without limitation, the personal property described on Exhibit "C", attached hereto (the "Property"). TO HAVE AND TO HOLD all of Grantor's right, title and interest in and to the Property unto said Grantee and Grantee's successors and assigns forever, so that neither Grantor nor Grantor's successors and assigns shall have, claim or demand any right or title to the Property. Executed and effective this , day of GRANTOR: 1998. LUBBOCK CHRISTIAN UNIVERSITY INVESTMENT CORPORATION By: Name: Title: EXHIBIT "A" To Bill of Sale The following described tracts or parcels of land lying and being situated i County, Texas, to -wit: All of Tracts 2, 3, 4, 5, 6 and 8, in League One, and Tract 7 of Lead according to the map or plat of Wm. D. Green's Subdivision of a p 1, 2, 3 and 4, Wilson County School Lands, Lynn County, Texas, i plat is of record in Book 57, Page 38, of the Deed Records of Lynn Texas, containing 1214.52 acres. All of Tracts 1, 7, 9 and 10 in League 1; Tracts 1, 2, 6, 8, 11, 12, 13 and 14 in League 2; Tract 3 in League 3; and Tracts 1, 2, 3 and 4 in League 4, according to the Map or Plat of William D. Green Subdivision of a part of Leagues 1, 2, 3 and 4, Wilson County School Lands, Lynn County, Texas, which Map or Plat is of record in Book 57, Page 38, of the Deed Records of Lynn County, Texas. EXHIBIT "B" To Bill of Sale All easements, rights-of-way or any other ways of access and all rights in and to pipelines and appurtenant property or facilities owned by Grantor in Sections 1 and 4, Block B; Sections 1, 2, 4, 11, 12, 13, I6, 25, 26, 27, 28, 55, 56, 57, 58, 59 and 60, Block S, GC & SF R.R. Co. Survey; and Sections 40, 35, 30, 31, 32 and 34, Biock 24, HE & WT R.R. Co. Survey, Lubbock County, Texas and Sections 2 and 3, Block M, EL & RR R.R. Co. Survey, Lynn County, Texas, including without limitation, the following: Description of the approximate location of a 27' force main leading from the Southeast Water Reclamation Plant to the LCC Institute of Water Research Lubbock Land Treatment System Research and Demonstration Project at the Wilson farm in Lynn Co., also referred to as the Wilson Line, contained in Lubbock and Lynn Counties of the State of Texas: Beginning at Station 0+00 said point being the connection to the discharge header at the Southeast Reclamation Plant; Thence S I V 15'E a distance of 139' to station 1+38; Thence S 33° 45'E a distance of 400' to station 5+38; Thence S 22° 30'E a distance of 256' to station 7+94; Thence S 67° 30' W a distance of 402' to station 11+96; Thence south a distance of 223' to station 14+19; Thence S 67° 30'W a distance of 710' to station 21+29; Thence in a southerly direction, 18' east of and parallel to the centerline of Guava Avenue, a distance of 31 10'to station 52+39, said point being the end of a curve to the right having a radius of 833', and arch distance of 64' and a delta angle of 4° 24' 07"; Thence along said curve to the right a distance of 64' to station 53+03, said point being in the end of a curve to the right and the beginning of a curve to the left having a radius of 1106', arch distance of 149', and a delta angle of 7° 43'08"; Thence along said curve a distance of 149' to station 54+52 said point falling in the right-of-way of FM 835 at the approximate highway centerline station 8+44 referred to in State Department of Highways and Public Transportation Approval Form 1023, control #933, Section 1, dated November 28, 1979; Thence in a southeasterly direction a distance of 73' to station 55+25; Thence in a southwesterly direction a distance of 51' to station 55+76 said point being 15' west of the centerline of Burlington Railway Spur Track #261; Thence in a southeasterly direction, 15' west of and parallel to Burlington Spur Track #261 a distance of 786' to station 63+62 Thence in a southwesterly direction, 184' to station 65+46 said point being 25' east of the centerline of Spur 331 and highway station 185+52.5 as referred to in State Department of Highways and Public Transportation Approval Form 1023, Control 53, Section 1, Highway # Spur 331 and Control 3273, Section 1, Highway #FM 3020 dated December 5, 1979; Thence parallel to and 6' east of the east right-of-way line a distance of 1208' to station 115+64 said point being the beginning of a transition from 6' east of the east right-of-way line to 25' east of the centerline of Spur 331; Thence parallel to and 25' east of the centerline of Spur 331 a distance of 3171' to station 147+35 said point being the beginning of a transition back to 25' east of the centerline to 37' east of the centerline; Thence parallel to and 37' east of the centerline of Spur 331 a distance of 326' to station 150+61 said point being the beginning of a transition back to 25' east of the centerline; Thence 287' to station 153+48 said point being 25' east of the centerline of Spur 331; Thence parallel to and 25' east of the centerline a distance of 3216' to station 185+64 said point being the beginning of a transition back from 25' east of the centerline to 3' west and parallel to the east right-of-way line of Spur 331; Thence T west and parallel to east right-of-way line a distance of 1336' to station 199+00 said point being the beginning of a transition from 3' west of the east right-of-way of Spur 331 to 10' west of and parallel to the east right-of-way line of Spur 331; Thence in a southeasterly direction a distance of approximately 100' to station 200+00 said point being 10' west of the east right-of-way line of Spur 331; Thence 10' west of and parallel to the east right-of-way lien a distance of 2099' to station 220+99 said point being at the end of Spur 331 and where the control for U.S. 84 begins; Thence continuing in a southeasterly direction 10' south of the northern right-of- way line of U.S. 84 and parallel to U.S. 84 a distance of 14,666' to station 3+67+65 said point being station 486+88 on U.S. 84 Highway Station, as noted in State Department of Highways and Public Transportation approval form 1023, Control 53, Section 1 dated November 28, 1979; Thence in a southwesterly direction at a right angle to Highway 84, across U.S. 84 a distance of238' to station 370+03 said point falling T east of the west right-of- way line of Co. Rd. 30 as referred to in the Commissioner's Court Records Book 24, Page 563, dated November 28, 1979; Thence in a southerly direction 7' east of and parallel to the west right-of-way line of Co. Rd. 30 a distance of 21,262 to station 582+65; Thence in a westerly direction 7' south of the north right-of-way of Co. Rd. 30 a distance of 591' to station 588+56; Thence in a southerly direction T east of and parallel to the west right-of-way line of Co. Rd. 30 a distance of 889'± to station 597+45 said point being the beginning of a transition from 13' west of the centerline of Co. Rd. 30 to 30' west of the centerline of F.M. 41; Thence in a southerly direction 105' to station 598+50; Thence in a southerly direction 30' west of and parallel to the centerline of F.M. 41 a distance of 4927' to station 647+77; Thence in a southeasterly direction across F.M. 41 a distance of 81' to a point that falls 9.5' east of the west right-of-way of Co. Rd. 30 to station 648+58; Thence in a southerly direction 9.5' east of and parallel to the west right-of-way line of Co. Rd. 30 a distance of 4912'± to a transition point from 9.5' east of the west right-of-way line of Co. Rd. 30 to station 697+70; Thence in a southerly direction at 7' east of the west right-of-way line of Co. Rd. 30 a distance of 5365' to station 751+35; Thence in an easterly direction at T north of the south right-of-way line of a Co. Rd. a distance of 1833' to station 769+68; Thence in a southerly direction at 7' east of the west right-of-way line of Co. Rd. 30 a distance of 5152' to station 821+20 and the end of this project. EXHIBIT "C" To Bill of Sale PERSONAL PROPERTY WILSON LAND APPLICATION SITE 21 Zimmatic Center Pivot Systems complete with Panel Boxes, Booster Pumps and Electrical Disconnects All pipelines, pumps and valves All existing groundwater wells, pumps and related equipment Existing Barbed wire fences around lakes 1 Trailer House 2 Large hay barns 3 Houses (habitable) 2 Houses (inhabitable) I Large shop and equipment storage I Smaller shop and equipment storage Miscellaneous pivot parts Micro switches Used nozzles 1 14.9x24 pivot tire and wheel rolled drop hoses rolled drag hoses used motor and pump miscellaneous fittings end caps for pivots stand pipes for pivots I durst gear box u joints capacitors gaskets clamps Opening valves for row water End pivot irrigation pipe Used pump motor from lake 3 Computer house on take I Computerized controls for variable on lake 2 pumps and motors on lake 1 1 pump and motor on lake 2 2 pumps and motors on lake 3 Miscellaneous used pivot wheels Fences and cattle guards on lake l and 3 Pump and motor on Dube playa lake SAVE AND EXCEPT, there is hereby reserved and not included in this conveyance, the following property, whether or not such property constitutes fixtures to the Lands, to -wit: (a) 3 sheds, 1 stock water pump, and a l l fencing ( except barbed wire fencing around ponds) belonging to Keith Wied and David Wied; (b) 2 stock water pumps and all gravel belonging to Todd Lockaby; and (c) 2 wood -frame seed houses belonging to B&TP Farms or Bill Phillips. Provided however, the above described personal property is conveyed and purchased "as is" in its present condition, and without any warranty of suitability, fitness for a particular purpose and without any warranty of any kind, except for warranty of title. EXHIBIT "E" To Contract of Sale QUITCLAIM CONVEYANCE STATE OF TEXAS § COUNTIES OF LUBBOCK AND LYNN § That Lubbock Christian University, a and Lubbock Christian University of Water Research, a (collectively, the "Grantor"), for and in consideration of the sum of TEN AND NO1100 DOLLARS ($10,00) and other good and valuable consideration, the receipt and sufficiency of which is herein acknowledged, have QUITCLAIMED, and by this instrument do QUITCLAIM to the City of Lubbock, a Texas Home Rule Municipal Corporation ("Grantee"), P. O, Box 2000, Lubbock, Texas 79457, all of its right, title and interest in and to that certain real property (the "Property"), lying and being situated in Lubbock County and Lynn County, Texas, being described on Exhibit "A" attached hereto. TO HAVE AND TO HOLD all of the right, title and interest in and to these premises, together with all and singular the rights, privileges, and appurtenances to the premises in any manner belonging to the Grantee, its successors and assigns forever, so that neither the Grantor, nor any of the Grantor's legal representatives, nor any persons claiming under the Grantor shall any time in the future have, claim or demand any right or title to the property described above. Executed this day of , 1998. LUBBOCK CHRISTIAN UNIVERSITY: LUBBOCK CHRISTIAN UNIVERSITY INSTITUTE OF WATER RESEARCH: STATE OF TEXAS § COUNTY OF LUBBOCK § This instrument was acknowledged before me on , by of Lubbock Christian University Institute of Water Research, a , on behalf of said Notary Public in and for the State of Texas My Commission Expires: STATE OF TEXAS COUNTY OF LUBBOCK § This instrument was acknowledged before me on , by on behalf of said of Lubbock Christian University, a Notary Public in and for the State of Texas My Commission Expires: EXHIBIT "A" To Quitclaim Conveyance All easements, rights-of-way or any other ways of access and all rights in and to pipelines and appurtenant property or facilities owned by Grantor in Sections 1 and 4, Block B; Sections 1, 2, 4, 11, 12, 13, 16, 25, 26, 27, 28, 55, 56, 57, 58, 59 and 60, Block S, GC & SF R.R. Co. Survey; and Sections 40, 35, 30, 31, 32 and 34, Block 24, HE & WT R.R. Co. Survey, Lubbock County, Texas and Sections 2 and 3, Block M, EL & RR R.R. Co. Survey, Lynn County, Texas, including without limitation, the following: Description of the approximate location of a 27' force main leading from the Southeast Water Reclamation Plant to the LCC Institute of Water Research Lubbock Land Treatment System Research and Demonstration Project at the Wilson farm in Lynn Co., also referred to as the Wilson Line, contained in Lubbock and Lynn Counties of the State of Texas: Beginning at Station 0+00 said point being the connection to the discharge header at the Southeast Reclamation Plant; Thence S I V l5' E a distance of 139' to station 1+38; Thence S 33'45'E a distance of 400' to station 5+38; Thence S 220 30' E a distance of 256' to station 7+94; Thence S 67° 30' W a distance of 402' to station 11+96;. Thence south a distance of 223' to station 14+19; Thence S 67° 30' W a distance of 710' to station 21+29; Thence in a southerly direction, 18' east of and parallel to the centerline of Guava Avenue, a distance of 3110' to station 52+39, said point being the end of a curve to the right having a radius of 833', and arch distance of 64' and a delta angle of 4° 24'07"; Thence along said curve to the right a distance of 64' to station 53+03, said point being in the end of a curve to the right and the beginning of a curve to the left having a radius of 1106', arch distance of 149', and a delta angle of 7° 43' 08"; Thence along said curve a distance of 149' to station 54+52 said point falling in the right-of-way of FM 835 at the approximate highway centerline station 8+44 as referred to in State Department of Highways and Public Transportation Approval Form 1023, control #933, Section 1, dated November 28, 1979; Thence in a southeasterly direction a distance of 73' to station 55+25; Thence in a southwesterly direction a distance of 51' to station 55+76 said point being 15' west of the centerline of Burlington Railway Spur Trach #261; Thence in a southeasterly direction, 15' west of and parallel to Burlington Spur Track #261 a distance of 786' to station 63+62 Thence in a southwesterly direction, 184' to station 65+46 said point being 25' east of the centerline of Spur 331 and highway station 185+52.5 as referred to in State Department of Highways and Public Transportation Approval Form 1023, Control 53, Section 1, Highway # Spur 331 and Control 3273, Section 1, Highway #FM 3020 dated December 5, 1979; Thence parallel to and 6' east of the east right-of-way line a distance of 1208' to station 115+64 said point being the beginning of a transition from 6' east of the east right-of-way line to 25' east of the centerline of Spur 331; Thence parallel to and 25' east of the centerline of Spur 331 a distance of 3171' to station 147+35 said point being the beginning of a transition back to 25' east of the centerline to 37' east of the centerline; Thence parallel to and 37' east of the centerline of Spur 331 a distance of 326' to station 150+61 said point being the beginning of a transition back to 25' east of the centerline; Thence 287' to station 153+48 said point being 25' east of the centerline of Spur 331; Thence parallel to and 25' east of the centerline a distance of 3216' to station 185+64 said point being the beginning of a transition back from 25' east of the centerline to 3' west and parallel to the east right-of-way line of Spur 33 l; Thence 3' west and parallel to east right-of-way line a distance of 1336' to station 199+00 said point being the beginning of a transition from 3' west of the east right-of-way of Spur 331 to 10' west of and parallel to the east fight -of -way line of Spur 331; Thence in a southeasterly direction a distance of approximately 100' to station 200+00 said point being 10' west of the east right-of-way line of Spur 331; Thence 10' west of and parallel to the east right-of-way lien a distance of 2099' to station 220+99 said point being at the end of Spur 331 and where the control for U.S. 84 begins; Thence continuing in a southeasterly direction 10' south of the northern right-of- way line of U.S. 84 and parallel to U.S. 84 a distance of 14,666' to station 367+65 said point being station 486+88 on U.S. 84 Highway Station, as noted in State Department of Highways and Public Transportation approval form 1023, Control 53, Section 1 dated November 28, 1979; Thence in a southwesterly direction at a right angle to Highway 84, across U.S. 84 a distance of 238' to station 370+03 said point falling T east of the west right-of- way line of Co. Rd. 30 as referred to in the Commissioner's Court Records Book 24, Page 563, dated November 28, 1979; Thence in a southerly direction 7' east of and parallel to the west right-of-way line of Co. Rd. 30 a distance of 21,262 to station 582+65; Thence in a westerly direction 7' south of the north right-of-way of Co. Rd. 30 a distance of 591' to station 588+56; Thence in a southerly direction 7' east of and parallel to the west right-of-way line of Co. Rd. 30 a distance of 889' f to station 597+45 said point being the beginning of a transition from 13' west of the centerline of Co. Rd. 30 to 30' west of the centerline of F.M. 41; Thence in a southerly direction 105' to station 598+50; Thence in a southerly direction 30' west of and parallel to the centerline of F.M. 41 a distance of 4927' to station 647+77; Thence in a southeasterly direction across F.M. 41 a distance of 8I' to a point that falls 9.5' east of the west right-of-way of Co. Rd. 30 to station 648+58; Thence in a southerly direction 9.5' east of and parallel to the west right-of-way line of Co. Rd. 30 a distance of 4912' f to a transition point from 9.5' east of the west right-of-way line of Co. Rd. 30 to station 697+70; Thence in a southerly direction at 7' east of the west right-of-way line of Co. Rd. 30 a distance of 5365' to station 751+35; Thence in an easterly direction at 7' north of the south right-of-way line of a Co. Rd. a distance of 1833' to station 769+68; Tbcnce in a southerly direction at T east of the west right-of-way line of Co. Rd. 30 a distance of 5152' to station 821+20 and the end of this project.