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HomeMy WebLinkAboutResolution - 2017-R0122 - Sale Of Building At 4406 E. FM 835 - Paulo And Gloria Flores - 04/13/2017Resolution No.2017-R0122 Item No.6.9 April 18,2017 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT City of Lubbock Bid No.ITB 17-13309-KW is awarded to Paulo and Gloria Flores, of Crosbyton, Texas, for the Sale of Building Located at 4406 E. FM 835, Lubbock, Texas. BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is authorized and directed to execute, for and on behalfofthe City of Lubbock a Contract for Salebyand between the Cityof Lubbock and Paulo and Gloria Flores,and related documents.Said Contract for Sale is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on April 13,2017 DANIEL M.POPE,MAYOR ATTEST: in,P.E.,Director of Public Works Zy^Vr^^/jo>7-^—- Dave Booher,Right-of-Way Agent ccdocs/RES.Contract of Sale-13309 03.22.17 APPROVED AS TO FORM: i R n ooke, Assistant City Attorney ccdocs/RES.Contract of Sale-13309 03,22.17 Resolution No. 2017-R0122 Contract 13309 City of Lubbock Contract for Sale of Building Located at 4406 E. FM 835, Lubbock, TX This Contract is entered into as of the 13tb day of April, 2017 ("Effective Date") by and between, Paulo and Gloria Flores (the "Buyer"), and the City of Lubbock (the "Seller"). WHEREAS, Seller owns that certain tract of land located in Lubbock County, Texas, being described on Exhibit "A" attached hereto (the "Property"); and WHEREAS, Seller desires to sell and convey the personal property located on the Property, and the fixtures affixed to the Property (collectively the "Improvements") to Buyer. ARTICLE I SALE AND PURCHASE Section 1.1. Sale and Purchase. Subject to the terms and conditions of this Contract, Seller shall sell and Buyer shall purchase and pay for, on the 131" day of April, 2017, or at such time thereafter as the Seller may direct (the "Date of Sale"), without warranty, either expressed or implied, the Improvements. ARTICLE II PURCHASE PRICE Section 2.1. Purchase Price. The Purchase Price (herein so called) to be paid by Buyer to Seller for the Improvements shall be $500.00. Section 2.2. Payment of Purchase Price. The Purchase Price shall be payable to Seller, in cash or other immediately available funds, on the Date of Sale. The sale shall take place in the offices of the City of Lubbock, Office of the Right -of -Way Agent, Davy Booher, 1625 13th Street, Lubbock, Texas. Section 2.3. Responsibilities of Buyer. Notwithstanding anything to the contrary herein, this Section 2.3 shall survive the Date of Sale. Buyer shall be solely responsible for the following items: (a) Ad valorem taxes relating to the Property for the calendar years prior to the year in which the Closing shall occur, if any, shall be the sole responsibility of, and shall be paid by Buyer, at Closing. Further, all ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur, if any, shall be the sole responsibility of Buyer and Buyer shall promptly pay such ad valorem taxes when same become due and owing. ARTICLE III INDEPENDENT INVESTIGATION AND DISCLAIMER Section 3.1. Independent Evaluation. Buyer has made an independent inspection and evaluation of the Improvements and the title to same and acknowledges that Seller, except as provided in the Contract Documents, as defined below, has made no statements or representations concerning the present or future value of the Improvements, the state of the title to the Improvements, the condition, including the environmental condition of the Improvements, or the anticipated income, costs, or profits, if any, to be derived from the Improvements. FURTHER, SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO THE DESCRIPTION, TITLE, INCLUDING, WITHOUT LIMITATION, TO THE EXISTENCE OF LIENS AGAINST THE IMPROVEMENTS, THE VALUE, QUALITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE IMPROVEMENTS AND/OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE IMPROVEMENTS AND/OR IMPROVEMENTS LOCATED THEREON, THE NATURE OF THE PAST OR HISTORIC USE OF THE IMPROVEMENTS, MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE IMPROVEMENTS. Buyer further acknowledges that, in entering into this Contract, he/she/it has relied solely upon his/her/its independent evaluation and examination of the Improvements and public records relating to the Improvements and the independent estimates, computations, evaluations and studies based thereon. Seller makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Buyer, if any, whether furnished by Seller or any other third party. Seller, its officers, employees, elected officials and agents assume no liability for the accuracy, completeness or usefulness of the material furnished by the Seller, or any of its officers, employees, elected officials and/or agents, if any, and/or any other person or party. Reliance on any material so furnished shall not give rise to any cause, claim or action against Seller, its officers, employees, elected officials and/or agents, and any such reliance shall be at Buyer's sole risk. Section 3.2. Disclaimer -No Warranty, Expressed or Implied. THE BILL OF SALE OF THE IMPROVEMENTS DESCRIBED ON EXHIBIT `B" SHALL BE ON A "WHERE IS", "AS IS" AND "WITH ALL FAULTS" BASIS, AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO TITLE, INCLUDING, BUT NOT LIMITED TO THE EXISTENCE OF LIENS AGAINST THE IMPROVEMENTS, THE DESCRIPTION, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE IMPROVEMENTS AND/OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY AND/OR IMPROVEMENTS LOCATED THEREON, THE NATURE OF THE PAST OR HISTORIC USE OF THE IMPROVEMENTS, QUALITY, VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE. Buyer has satisfied himself/herself/itself, as to the title, type, condition, quality and extent of the property and property interests which comprise the Improvements he/she/it is receiving pursuant to this Contract. ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER Section 4.1. Representations, Warranties and Covenants of Buyer. To induce Seller to enter into this Contract and to consummate the sale and purchase of the Improvements in accordance herewith, Buyer represents and warrants to Seller, as of the Date of Sale, that: (a) Buyer has the full right, power and authority to purchase the Improvements from Seller as provided in this Contract and to carry out all of Buyer's obligations under this Contract, and all requisite action necessary to authorize Buyer to enter into this Contract and to carry out Buyer's obligations hereunder have been, or on or before the Date of Sale, will have been taken. (b) Buyer hereby acknowledges that Buyer has been advised by Seller that it should conduct, and Buyer acknowledges, and represents and warrants to Seller, that it has conducted all investigation activities described herein. (c) Buyer has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other parry in connection with this transaction and has not taken any action which would result in any real estate broker commissions or finders' fee or any other fee or fees payable to any other parry with respect to the transaction contemplated in this Contract. (d) Buyer shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations relating, in any way, manner or form, to any aspect of the transaction contemplated by this Contract. Section 4.2. Survival Beyond Closing. The representations, warranties and covenants of Buyer contained in this Contract, as set forth in this Article IV shall survive the Closing. ARTICLE V INDEMNITY AND RELEASE Section 5.1. Indemnily. TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER RELEASES AND SHALL INDEMNIFY AND HOLD HARMLESS SELLER, AND SELLER'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS WHICH ARISE DIRECTLY OR INDIRECTLY, OR ARE RELATED, IN ANY WAY, MANNER OR FORM, TO THE TRANSACTIONS AND ACTIVITIES CONTEMPLATED HEREUNDER, THE OMISSION OF THE TRANSACTIONS AND ACTIVITIES HEREUNDER, OR CAUSED BY, CONNECTED WITH, OR RELATED TO THE PRESENCE, DISPOSAL, OR RELEASE OF ANY MATERIAL OF ANY KIND INCLUDING, WITHOUT LIMITATION, HAZARDOUS SUBSTANCES, AS DEFINED IN THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT (42 U.S.C.S. §9601(14)), AND THE REGULATIONS PROMULGATED THEREUNDER, AS EACH OF SAME MAY BE AMENDED, PETROLEUM AND PETROLEUM PRODUCTS AND BYPRODUCTS AND/OR ASBESTOS IN ANY FORM, FROM OR UPON THE IMPROVEMENTS AT THE TIME IT IS CONVEYED TO BUYER OR THEREAFTER, EVEN THOUGH ANY OF THE ABOVE ARE CAUSED, OR CONTRIBUTED TO, BY THE NEGLIGENCE OR FAULT OF SELLER, ITS RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS. THE BUYER FURTHER COVENANTS AND AGREES TO DEFEND ANY SUITS OR ADMINISTRATIVE PROCEEDINGS BROUGHT AGAINST THE SELLER, AND/OR THE SELLER'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS ON ACCOUNT OF ANY SUCH CLAIM, AND TO PAY OR DISCHARGE THE FULL AMOUNT OR OBLIGATION OF ANY SUCH CLAIM INCURRED BY, ACCRUING TO, OR IMPOSED ON THE SELLER, THE SELLER'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS, AS APPLICABLE, RESULTING FROM ANY SUCH SUITS, CLAIMS AND/OR ADMINISTRATIVE PROCEEDINGS OR ANY MATTERS RESULTING FROM THE SETTLEMENT OR RESOLUTION OF SAID SUITS, CLAIMS, AND/OR ADMINISTRATIVE PROCEEDINGS. IN ADDITION, THE BUYER SHALL PAY TO THE SELLER, THE SELLER'S RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS AND/OR AGENTS, AS APPLICABLE, ALL ATTORNEYS' FEES INCURRED BY SUCH PARTIES. Section 5.2. Survival Beyond Closing. The indemnity provisions contained in this Contract, as set forth in this Article V, shall survive the Date of Sale. ARTICLE VI CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE Section 6.1. Breach of Buyer's Representations, Warranties and Covenants. Seller is not obligated to perform under this Contract unless all of the representations, warranties, covenants and agreements of Buyer set forth in this Contract are true and correct in all material respects as of the Date of Sale. ARTICLE VII DEFAULTS AND REMEDIES Section 7.1. Seller's Default, Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract if Seller fails to meet, comply with, or perform in any material respect any obligation on Seller's part required herein within the time limits and in the manner required by this Contract. (b) Buyer's Remedies. If Seller is in default hereunder, Buyer may, as Buyer's sole and exclusive remedy, terminate this Contract and, following the expiration of five (5) calendar days after written notice delivered to Seller, receive the Earnest Money as liquidated damages. Section 7.2 Buyer's Default; Seller's Remedies. (a) Buyer's Defaults. Buyer is in default under this Contract if Buyer fails to: (i) meet, comply with, or perform in any material respect, any obligation on Buyer's part required herein within the time limit and in the manner required by this Contract; or (ii) remove or cause to be removed any and all Improvements on the Property by the 180th day after the Date of Sale. (b) Seller's Remedies. If Buyer is in default under this Contract, Seller may terminate this Contract and brinan action for specific performance or damages, and pursue any other remedy available To —Seller -at law, in equity and under the terms of this Contract. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any other right or remedy and all rights and remedies shall be cumulative. Seller reserves the right to dispose of or remove any and all Improvements remaining on the Property after 180 days from the Date of Sale. ARTICLE VIII NOTICE Section 8.01. Notice. Whenever notice from Buyer to Seller or from Seller to Buyer is required or permitted by this Contract and no other method of notice is provided, such notice shall be given by (i) actual delivery of the written notice to the other party by hand or telephone facsimile (in which case such notice shall be effective upon delivery); or (ii) by depositing the written notice in the United States mail, postage prepaid, properly addressed to the other party at the address provided in this article, registered or certified mail, return receipt requested, in which case such notice shall be effective on the third business day after such notice is so deposited. Section 8.02. Seller's Address. The Seller's address and numbers for the purpose of notice are: are: SELLER: CITY OF LUBBOCK Davy Booher Right -of -Way Agent P. O. Box 2000 Lubbock, Texas 79457 (806) 775-2352 Section 8.03. Buyer's Address. The Buyer's address and numbers for the purpose of notice BUYER: Paulo and Gloria Flores 303 South Hyrshire Crosbyton, TX 79322 (806) 549-5364 ARTICLE IX MISCELLANEOUS Section 9.01. Entire Agreement. This Contract, including all exhibits and parts hereof, including the Invitation to Bid, Bid Form and Instructions to Bidders relating to Invitation to Bid Number 16-13004-MA hereto (the "Contract Documents"), contain the entire agreement between the Seller and Buyer, and there are no other written or oral promises, conditions, warranties, or representations relating to or effecting the matters contemplated herein. Section 9.02. Amendment. No amendment, modification, or alteration of the terms of this Contract shall be binding unless such amendment, modification, or alteration is in writing, dated subsequent to the date of this Contract, and duly executed by the Seller and Buyer. Section 9.03. Construction and Venue. THIS CONTRACT AND THE TRANSACTIONS CONTEMPLATED HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS AND ACTIVITIES CONTEMPLATED HEREBY. Section 9.04. Severability. If any provision, or part thereof, of this Contract is ever held to be invalid or ineffective by any court of competent jurisdiction with respect to any person or circumstance, the remainder of this Contract and the application of such provision to persons and/or circumstances other than those with respect to which it is held invalid or ineffective shall not be affected thereby. Section 9.05. Successors and Assigns. This Contract binds and inures to the benefit of the Seller and Buyer, and to Seller's, and to the extent permitted, Buyer's, respective successors, legal representatives, heirs, devisees and assigns. Section 9.06. Risk of Loss. If any part of the Property is materially damaged or destroyed by fire or other casualty loss, Buyer may either (i) terminate this Contract, provided that notice of termination is given by Buyer to Seller, as provided herein, on or before the Date of Closing; or (ii) accept the Property in its damaged condition and close the transaction contemplated by this Contract. Section 9.07. Attorney's Fees. If either parry hereto shall be required to utilize an attorney to enforce or defend the rights of such party hereunder, the prevailing party shall be entitled to recover its reasonable attorney's fees. Except as otherwise provided herein, each party hereto shall be solely responsible for all expenses, including but not limited to attorney's fees, incurred by him or her, in connection with the Contract and the transaction contemplated hereby. Section 9.08. Captions. The captions of articles and sections in this Contract are inserted in this Contract strictly for the parties' convenience in identifying the provisions to this Contract and shall not be given any affect in construing this Contract. Section 9.09. Incorporation of Contract Documents. The terms and provisions of the Contract Documents are hereby incorporated into this Contract for Sale for all intents and purposes. Section 9.10.Non -Arbitration. The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date. City of Lubbock, Texas: DANIEL M. POPE, MAYOR ATTEST: 4DAe-4� eb cca Garza, City Secreta APPROVED AS TO CONTENT: Davy Boolier, Right of Way Agent Buyer: Printed Name: i CAL) 1 0- t_r 1.:�/L'v l t /u'r.5- Title Jib ALA bhoC 1;, 1 1C VED AS TO VONTENT: Woo(yFraAlin, P.E., Director of Public Works APPROVED AS TO FORM: Rydff r e, 746ant City A ey City of Lubbock Purchasing and Contract Management ITB No. 17-13309-KW Sale of Building Located at 4406 E. FM 835, Lubbock, TX Exhibit "A" 11 t MUM W�I115pu� �L . Exhibit "B" TO CONTRACT OF SALE BILL OF SALE STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS COUNTY OF LUBBOCK § The undersigned, City of Lubbock, Texas, a Home Rule Municipal Corporation (the "Grantor"), for and in consideration of the sum of FIVE HUNDRED DOLLARS ($500.00) and other good and valuable consideration to Grantor in hand paid by Paulo and Gloria Flores ("the Grantee"), the receipt and sufficiency of which are hereby acknowledged, has BARGAINED, SOLD and CONVEYED and by these presents, does BARGAIN, SELL and CONVEY unto Grantee, all of Grantor's right, title, and interest, if any, to the personal property located on Exhibit "A" attached hereto and incorporated herein (the "Improvements"). Grantee has made an independent inspection and evaluation of the Improvements and acknowledges that Grantor has made no statements or representations concerning the present or future value of the Improvements, the condition, including the environmental condition of the Improvements, or the anticipated income, costs, or profits, if any, to be derived from the Improvements. FURTHER, GRANTOR MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO THE DESCRIPTION, TITLE, VALUE, QUALITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE IMPROVEMENTS, MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE IMPROVEMENTS. Grantee further acknowledges that he/she has relied solely upon his/her independent evaluation and examination of the Improvements and public records relating to the Improvements and the independent estimates, computations, evaluations and studies based thereon. Grantor makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Grantee, whether furnished by Grantor or any other third party and acknowledges that he/she is not relying upon any such information. Grantor, its officers, employees, elected officials and agents assume no liability for the accuracy, completeness or usefulness of the material furnished by the Grantor, or any of its officers, employees, elected officials and/or agents, and/or any other third party. Reliance on any material so furnished shall not give rise to any cause, claim or action against Grantor, its officers, employees, elected officials and/or agents, and any such reliance shall be at Grantee's sole risk. against Grantor, its officers, employees, elected officials and/or agents, and any such reliance shall be at Grantee's sole risk. THE CONVEYANCE OF THE IMPROVEMENTS IS ON A "WHERE IS", "AS IS" AND "WITH ALL FAULTS" BASIS, AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO TITLE, DESCRIPTION, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE IMPROVEMENTS, QUALITY, VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE. Grantee has satisfied his or herself, as to the type, condition, quality and extent of the Improvements and property interests which comprise the Improvements he/she is receiving pursuant to this Bill of Sale. TO HAVE AND TO HOLD all of Grantor's right, title and interest in and to the Improvements unto said Grantee and Grantee's successors and assigns forever, so that neither Grantor nor Grantor's successors and assigns shall have, claim or demand any right or title to the Improvements. Effective this 13th day of April, 2017. GRANTOR: CI OF L BO K GRANTEE: CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-188302 Date Filed: 04/05/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Paulo and Gloria Flores Crosbyton, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 17-13309 4406 E FM 835 Lubbock tx 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. ❑ X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. CRAIG DONALD BUGGENotary Public, State of Texas '� My Commission Expires Signature of au orized agent of contracting business entity .� July 17, 2017 Ell �ia`` - AF ABOVE i / n Sworn to and subscribed before me, by the said !ti-ea 6- dJ�- ' G� �1�y17Tf9'the day of 20 to certify which, witness my hand and seal of office. Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-188302 Date Filed: 04/05/2017 Date Acknowledged: 04/06/2017 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Paulo and Gloria Flores Crosbyton, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 17-13309 4406 E FM 835 Lubbock tx 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said this the day of 20 , to certify which, witness my hand and seal of office. Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.U.883