1-RFP 2604 Bid Package.pdf

RFP 2604

REAL PROPERTY BID PACKAGE

Sale of 4.82 acres

Navarro College (“Navarro” or “College”) is interested in soliciting bids for the sale of a tract of land consisting of approximately 4.82 acres out of Lot PT 1 A Spirolite Addition 21.76 acres of land located in Waxahachie, Ellis County, Texas. Information contained in this bid package is provided for the purpose of soliciting bids for the purchase and sale of the Property. Prospective bidders are advised to contact all governmental and private authorities with jurisdiction over the property to ascertain its status and suitability for the bidder's intended use. The owner reserves the right to accept or reject any and all offers. The Property will be sold in as-is, where-is condition, with seller retaining all mineral rights, and the College makes no representations, and specifically disclaims any representations or warranties about the Property. The information contained herein is based upon data supplied by sources deemed reliable, is subject to errors and omissions, and is not in any way, warranted by the College or any employee or agent of the College.

The following information is provided to explain the sale process and requirements to submit an eligible bid for the Property. Please read the following instructions carefully. To be considered an eligible bid, the following requirements must be met:

Property Inspection:

Bidder is advised to inspect the property prior to bidding. Contact Marcy Ballew at marcy.ballew@navarrocolleg.edu or (903) 875-7330 to schedule a visit to the Property.

Legal Description of Property:

A tract of land consisting of approximately 4.82 acres out of Lot PT 1 A Spirolite Addition 21.76 acres of land located in Waxahachie, Ellis County, Texas being more particularly describe in Exhibit “A” with the final description to be determined by survey at the expense of the successful bidder

Bid Instructions:

Interested parties must register and submit through the Navarro College Bonfire portal at https://navarrocollege.bonfirehub.com/opportunities. Proposals will be accepted thru 3pm on April 29, 2026. Bids received after said date will not be considered.

Questions about Bonfire portal can be directed to Marsha.Thomas@NavarroCollege.edu.

Selection Process and Bid Award:

The highest and best bid that meets the requirements set by the College will be selected. The highest and best bid will be the offer resulting in the highest net proceeds to the College. The College reserves the right to consider other factors in determining best offer including, but not limited to, the use to which the purchaser will put the Property. The College will not accept a bid below the College’s appraised value of the Property when considering the cash offer (which does not include mineral rights, 100% of which seller will retain), with the purchaser agreeing in the bid to additionally reimburse the College for all of its (i) attorney's fees, (ii) appraisal fees, (iii) closing costs and (iv) other costs incurred in connection with the bidding and sale of the Property.

All bids will be reviewed to determine conformity with the bid requirements. Bids which do not conform to bid requirements may be disqualified from consideration. Conforming bids will be evaluated and the final bid selection will be subject to approval by the College's Board of Trustees. No final determination of the winning bid will be made until a thorough review of all bids is conducted and completed.

Navarro reserves the right to request bidders to submit a best and final offer or to request bidders to respond to a request for clarifications following the evaluation of initial offers. Either process may occur and will be at the sole discretion of the College. Navarro reserves the right to reject any or all bids.

https://navarrocollege.bonfirehub.com/opportunities mailto:Marsha.Thomas@NavarroCollege.edu

Invitation to Bid Package RFP No. 2604 Page 3 of 32

AS-IS SALE; DISCLAIMER OF WARRANTIES

NOTWITHSTANDING ANY OTHER PROVISION HEREIN, THE PROPERTY WILL BE SOLD IN

AS-IS, WHERE-IS CONDITION AND WITH ALL FAULTS AND THE COLLEGE MAKES NO

REPRESENTATIONS OR WARRANTIES AND SPECIFICALLY DISCLAIMS ANY

REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE

PROPERTY. The information contained herein or otherwise provided to a prospective bidder is based upon data supplied by sources deemed reliable, is subject to errors and omissions, and is not in any way, warranted by the College or any employee or agent of the College.

General Conditions:

THIS SOLICITATION CONSTITUTES A REQUEST FOR BIDS, WHICH MAY OR MAY NOT

RESULT IN A SALE OR CONTRACT TO SELL, AND DOES NOT SERVE AS AN OFFER TO SELL.

THE SUBMISSION OF A BID CONSTITUTES AN OFFER TO PURCHASE THE PROPERTY THAT

THE COLLEGE MAY OR MAY NOT ACCEPT FOR A PERIOD OF NINETY (90) DAYS AND THE

BID MAY CREATE LEGAL OBLIGATIONS ON THE BIDDER A BIDDER MAY WISH TO HAVE

AN ATTORNEY REVIEW THE CONTRACT TO ADVISE THE BIDDER AS TO THE EFFECTS

THEREOF. THIS SOLICITATION DOES NOT OBLIGATE THE COLLEGE TO AWARD A

CONTRACT OR PAY ANY COSTS INCURRED BY THE RESPONDING PERSON OR BIDDER IN

THE PREPARATION AND SUBMITTAL OF A BID.

THE COLLEGE RESERVES THE RIGHT TO REJECT ANY OR ALL BIDS AND/OR OFFERS FOR

THE PURCHASE OF THE PROPERTY. BY SUBMITTING A BID, BIDDER AGREES TO WAIVE

ANY CLAIM IT HAS OR MAY HAVE AGAINST THE COLLEGE, AND ITS TRUSTEES, OR

AGENTS ARISING OUT OF OR IN CONNECTION WITH (1) THE ADMINISTRATION,

EVALUATION, OR RECOMMENDATION OF ANY BID; (2) ANY REQUIREMENTS UNDER THE

SOLICITATION, BID PACKAGE, OR RELATED DOCUMENTS; (3) THE REJECTION OF ANY

BID OR ANY PART OF ANY BID; AND/OR

(4) THE AWARD OF A CONTRACT, IF ANY.

THE COLLEGE FURTHER RESERVES THE RIGHT TO WITHDRAW THE PROPERTY FROM

SALE AT ANY TIME. THE COLLEGE FURTHER RESERVES THE RIGHT TO WAIVE ANY BID

DEFECT AND/OR ANY IRREGULARITY OR IRREGULARITIES IN THE BIDDING PROCESS.

WAIVER

BY SUBMITTING A BID OR OFFER, BIDDER AGREES TO AND DOES HEREBY WAIVE

ANY AND ALL CLAIMS IT HAS OR MAY HAVE AGAINST NAVARRO COLLEGE, AND ITS

TRUSTEES, EMPLOYEES, OR AGENTS ARISING OUT OF OR IN CONNECTION WITH (1)

THE ADMINISTRATION, EVALUATION, OR RECOMMENDATION OF ANY BID OR

OFFER; (2) ANY REQUIREMENTS UNDER THE SOLICITATION, INVITATION TO BID

PACKAGE, OR RELATED DOCUMENTS; (3) THE REJECTION OF ANY BID OR ANY PART

OF ANY BID OR OFFER; (4) WAIVER BY NAVARRO COLLEGE OF ANY TECHNICALITIES

IN THE BID PACKAGE OR ANY BID OR OFFER; (5) WAIVER OR CHANGE IN ANY NON-

MATERIAL PROVISION OF THE SOLICITATION PACKAGE OR MATERIALS THAT DO

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NOT ADVERSELY AND SPECIFICALLY AFFECT THE PREVIOUSLY SUBMITTED BIDS

OR OFFERS; AND/OR (6) THE AWARD OF A CONTRACT, IF ANY.

AMENDMENTS TO THE SOLICITATION; QUESTIONS REGARDING THE

SOLICITATION

If and when any part of this solicitation must be revised, amended, corrected, extended, withdrawn, or changed in a manner that impacts the process or the outcome, Navarro College will issue an amendment addressing the nature of the change. These changes will be numbered.

It is the sole responsibility of the bidder to routinely check any College communication regarding the solicitation and verify issuance of amendments and/or responses to questions or interpretations of the solicitation and to ensure receipt thereof. Bidder shall acknowledge receipt of any amendment in the bidder’s submission. Communications will be sent by the College to all bidders who have requested bid packets from the College using the contact information listed above.

In the event that a bidder has a question regarding this solicitation or process following the initial release, but before the receipt deadline, the bidder MUST submit the question thru Bonfire message portal before

April 20, 2026, 3:00 p.m. deadline.

Any explanation desired by a bidder regarding the meaning or interpretation of the solicitation documents must be requested, thru the Bonfire message. The question and the College’s response will be shared with all known bidders participating in this request thru the Bonfire message portal. Verbal requests for information will not be honored.

The bid response package consists of, and each bidder shall complete and submit with the bid, the applicable forms contained in this solicitation as enumerated below:

1. Bid Response Form (See Attachment 1)

2. Agreement for Purchase and Sale (“Contract”) (See Attachment 2) with the following sections completed by the offeror:

a. In the first paragraph, official legal name of the Buyer and type of entity and state or organization;

b. Article 1 – Purchase Price;

c. Execute signature block.

3. Felony Conviction Notice (See Attachment 3) completed and signed

4. Conflict of Interest Questionnaire (See Attachment 4) completed and signed

5. Non-Collusion Affidavit (See Attachment 5) completed and signed

The bidder must have adequate financial resources to purchase the Property and perform the infrastructure improvements to the College’s retained adjacent land, if any, if the bidder is awarded the Contract. The

College will not consider financing the purchase of the Property and will accept only cash or other good funds and final.

Bidders may not withdraw a bid once submitted and all bids submitted by a prospective buyer must remain open and valid for no less than 90 days after the Bid Deadline.

Invitation to Bid Package RFP No. 2604 Page 5 of 32

PROHIBITED COMMUNICATIONS

1. During the period between when the bid is made available to all prospective vendors/bidders and the selection of the bidder and subsequent contract, bidders nor their agents and/or representatives, shall directly discuss or promote their bid response with any member of the College’s Board of

Trustees or College employees except in the course of College-sponsored inquiries, briefings, interviews, or presentation, unless requested by the College. This prohibition is intended to create a fair, competitive environment for all potential bidders, assure that decisions are made in public, and to protect the integrity of the bid process. Violation of this provision may result in rejection of the bidder’s bid. Except as provided in the above stated exceptions, the following communications regarding a particular invitation for bids, requests for proposal, requests for qualifications, or other solicitation are prohibited:

a. Communications between a potential vendor, service provider, bidder, offeror, lobbyist, or consultant and any Trustee;

b. Communications between a potential vendor, service provider, bidder, offeror, lobbyist, or consultant and any College employee other than expressly and specifically permitted in this bid;

c. Communications between any Trustee and any member of a selection or evaluation committee regarding this bid;

d. Communications between any Trustee and administrator or employee regarding this bid.

2. The communications prohibition shall be imposed on the date that this bid is made available to all prospective vendors/bidders.

3. The communications prohibition shall terminate when:

a. The contract is awarded by the Board-authorized representative or designee; or

b. The award recommendations are considered by the Board at a noticed public meeting and the

Board has voted to award the contract.

4. In the event the Board refers the recommendation back to staff for reconsideration, the communications prohibition shall be re-imposed. The communications prohibition shall not apply to the following:

a. Duly noted pre-bid or pre-bid conferences.

b. Communications with the College administrator or representative specifically named and authorized to conduct and receive such communications under this bid and/or the College’s legal counsel.

c. Emergency contracts.

d. Presentations made to the Board during any duly noticed public meeting.

e. Nothing contained herein shall prohibit any person or entity from publicly addressing the

Board during any duly noticed public meeting, in accordance with applicable Board policies, regarding action on the contract.

TEXAS PUBLIC INFORMATION ACT

Unless clearly marked as confidential or proprietary, the College considers all information, documentation, and other materials requested to be submitted in response to this solicitation to be of a non-confidential and/or non-proprietary nature, and therefore, shall be subject to public disclosure under

Invitation to Bid Package RFP No. 2604 Page 6 of 32 the Texas Public Information Act (Texas Government Code, Chapter 552.001, et seq.) after a contract is awarded.

The College is subject to the Texas Record Retention laws. All documents produced, compiled, and maintained as a part of the contractual relationship and performance must be maintained for the period required under the Texas Record Retention laws.

INTERESTED PARTIES

In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government

Code. This new law stipulates the College may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties. If you submit an offer as part of this solicitation that is accepted by the College’s Board of Trustees, you will be required to complete Form

1295 on the Texas Ethics Commission website:

https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm.

For additional information or clarifications, please contact Marcy Ballew at marcy.ballew@navarrocolleg.edu or (903) 875-7330

LIST OF EXHIBITS AND ATTACHMENTS

Exhibit A – Description of Property

Attachment 1 – Bid Response Form

Attachment 2 – Form of Agreement for the Purchase of Property

Attachment 3 – Felony Conviction Notice

Attachment 4 – Conflict of Interest Questionnaire

Attachment 5 – Non-Collusion Affidavit https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm

Invitation to Bid Package RFP No. 2604 Page 7 of 32

EXHIBIT A

Description of Property

A tract of land consisting of approximately 4.82 acres out of Lot PT 1 A Spirolite Addition 21.76 acres of land located in Waxahachie, Ellis County, Texas.

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BID RESPONSE FORM

Please type or print in the blanks below all applicable information. If the information is not applicable, please indicate by placing N/A in the blank. Additional sheets may be added as necessary to provide complete information. Please be sure to fill out this form completely.

1. Bidder information

The bidder must be a person or legal entity in existence on the date of bidder qualification. The following information must be provided.

Name of bidder:

Identity of principal(s)/authorized person(s):

Mailing and email address for bidder and each principal/ authorized person:

Contact info for Bidder:

Street or P.O. Box:

City, State, Zip:

Phone:

Fax:

Email:

Principal/Auth. person:

Street or P.O. Box:

City, State, Zip:

Phone:

Fax:

Email:

Contact person for bidder:

Name and Title:

Street or P.O. Box:

City, State, Zip:

Phone:

Fax:

Email:

Invitation to Bid Package RFP No. 2604 Page 9 of 32

Bid response for a parcel of land containing approximately 4.82 acres of land

2. Bid price for the Property:

3. Use to which the bidder intends to put the Property:

Purchase and Sale Contract

Attached as Attachment 2 is the form of the Purchase and Sale Contract (“Contract”) to be used for the purchase of the Property. Fill in the name of the proposed Buyer on the first page, the purchase price in

Section 2.1A, the amount of the Earnest Money in Section 2.2, which shall be 5% of the purchase price, insert the name of Buyer’s broker, if applicable, in the blank in Section 7.1 (include any proposal to pay

Buyer’s broker from sales proceeds), and the date signed in Section 8.8. Submit one (1) original with the bid offer and attach a cashier’s check in the amount of the earnest money indicated in Section 2.2. If the bid offer is accepted and approved by the College’s Board of Trustees, the College will deposit the check for the earnest money with the Title Company to be applied toward the purchase price at closing. THE

CONTRACT MUST BE EXECUTED BY BIDDER.

Any exceptions to the form of the Contract, which will be considered in the bid award process, must be noted here. Any proposed modifications or proposals will be considered by the College in evaluating respective bids. Include any relevant attachments or drawings (attach additional comments if needed) (no exceptions or proposals will be accepted after the Bid Deadline):

Bid application for real property containing approximately 4.82 acres of land

4. Title Commitment

Bidder acknowledges that the College may make available a copy of a title commitment issued by Stewart

Title Guaranty Company 1360 Post Oak Blvd., 10th Floor, MC# 10-1, Houston, Texas 77056| |O (713)

232-4380 | M (713) 775-2961 | F (713) 629-2255; ATTN: DEBORAH MADUZIA, Commercial Escrow

Invitation to Bid Package RFP No. 2604 Page 10 of 32

Officer, Commercial Services (“Title Company”) (“Title Commitment”). Copies of the exception documents may be obtained from the College or the Title Company upon written request. If made available prior to bid, please note any exceptions to title here:

6. Verification by bidder

State of §

County of §

The undersigned, being first duly sworn on oath, states as follows:

The information submitted herein is true and correct. I represent that if my bid is accepted, as of the date of the purchase of the Property, except as otherwise set forth in the solicitation and the Contract, I will have conducted all due diligence and investigations I deem necessary or advisable and will have inspected the Property on which I am submitting a bid to the extent I deem material. I further represent and warrant that I have read and understand the complete bid package including attached documents; that I have asked any relevant questions that I would need to have answered before making a decision to purchase the

Property; that I accept title to the property “as is” without any warranty from Navarro College except for the limited warranty of title set forth in the deed. I further acknowledge that I am a knowledgeable Buyer of real property, that I have been advised to and understand that I have a right to have an attorney review this document. I further represent that I am not relying upon any representation, warranty, statement, or other assertion of Navarro College, or any agent, consultant, representative, or employee of the College.

Further, I represent that I am legally authorized to sign this bid on behalf of the bidder, and have the authority to sign any other documents relating to the purchase and sale of this Property and bind the bidder to the terms thereof. The foregoing representations and all material terms and conditions of this solicitation of bids shall survive award of the bid to the undersigned bidder and execution of the Purchase and Sale

Contract.

THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT IF HE/SHE/IT ENTERS THE

PROPERTY, THE UNDERSIGNED ON BEHALF OF HIMSELF/HERSELF, THE ENTITY FOR

WHICH THE UNDERSIGNED REPRESENTS, THE EMPLOYEES OF SAID ENTITY, AND ANY

CONTRACTORS OR AGENTS ENTERING THE PROPERTY PERMITTED UNDER THE

AUTHORITY OF THE UNDERSIGNED WAIVES ANY AND ALL LIABILITY AND CLAIMS

AGAINST NAVARRO COLLEGE, ITS TRUSTEES, OFFICERS, EMPLOYEES, AND AGENTS

REGARDLESS OF WHETHER ANY HARM OCCURS THROUGH FAULT OF THE PARTY SO

ENTERING THE PROPERTY OR THROUGH FAULT OR NEGLECT OF NAVARRO COLLEGE.

NAME OF BIDDER:

By: Date:

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(Signature)

Title:

(Printed Name)

THE STATE OF TEXAS §

COUNTY OF ________________ §

This instrument was acknowledged before me on , 2026 by, , , on behalf of said entity.

Notary Public in and for

The State of T E X A S

Name:

My Commission Expires:

Invitation to Bid Package RFP No. 2604 Page 12 of 32

ATTACHMENT NO. 2

[SEE CONTRACT ON FOLLOWING PAGE]

Invitation to Bid Package RFP No. 2604 Page 13 of 32

PURCHASE AND SALE CONTRACT

THIS PURCHASE AND SALE CONTRACT (the “Contract”) is made and entered into by and between

NAVARRO COLLEGE, a Texas public community college and political subdivision, (“Seller”), and

________________________, a _________________________ [individual or type of entity] (“Buyer”), effective as of the Effective Date, which shall be the date that the authorized administrator of the Seller signs this Contract after the Seller’s Board of Trustees accepts the offer from the Buyer.

ARTICLE I.

Agreement of Purchase and Sale

1.1 Upon the terms and conditions contained in this Contract, including payment of the Purchase Price to Seller by the Buyer, Seller agrees to convey to Buyer by Deed, as defined in Section 5.2.A.1, and Buyer agrees to purchase a parcel of land consisting of approximately 4.82 acres out of Lot

PT 1 A Spirolite Addition 21.76 acres of land located in Waxahachie, Ellis County, Texas as depicted on Exhibit A (“Property”) with the final description determined by the Survey as described hereinbelow.

1.2 Seller shall except and reserve all of the oil, gas, and other minerals owned by Seller as set forth in the attached deed.

1.3 As a material part of the consideration by Buyer and without which Seller would not agree to sell, Buyer agrees to take the Property “as is” as follows:

EXCEPT FOR THE LIMITED WARRANTY OF TITLE CONTAINED HEREIN AND IN THE

DEED, THE PROPERTY WILL BE CONVEYED “AS IS”, “WHERE-IS” AND WITH ALL

FAULTS AND SELLER MAKES NO WARRANTY, EXPRESSED OR IMPLIED, WITH

RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE

AVAILABILITY OF UTILITIES; ACCESS TO PUBLIC ROADS; ITS PHYSICAL,

ENVIRONMENTAL, SUB-SURFACE WATER, AND SOIL CONDITION; THE QUALITY OR

CONDITION OF THE PROPERTY; THE NATURE AND EXTENT OF ANY SERVITUDES,

RIGHTS OF WAY, LEASES, POSSESSION, LIENS, ENCUMBRANCES, LICENSES,

RESERVATIONS, CONDITIONS, OR OTHERWISE. NO WARRANTY OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MATERIALS,

WORKMANSHIP OR APPLIANCES HAS BEEN MADE OR IS EXPRESSED OR IMPLIED

BY THIS CONTRACT. SELLER EXPRESSLY DISCLAIMS ANY WARRANTY OF

HABITABILITY, GOOD AND WORKMANLIKE CONSTRUCTION, SUITABILITY, OR

DESIGN. BUYER HAS CONDUCTED ITS OWN INDEPENDENT INSPECTION OF THE

PROPERTY AND HAS ELECTED NOT TO RELY ON ANY REPRESENTATIONS,

WARRANTIES, OR STATEMENTS THAT MAY HAVE BEEN MADE BY SELLER BUT,

RATHER, AS A SIGNIFICANT PORTION OF THE CONSIDERATION GIVEN TO SELLER

FOR THIS CONVEYANCE, HAS AGREED TO BE SOLELY AND EXCLUSIVELY

RESPONSIBLE FOR EVALUATING THE CONDITION OF THE PROPERTY. BUYER

HEREBY RELEASES THE SELLER FROM ANY LIABILITY WITH RESPECT TO THE

CONDITION OF THE PROPERTY. THIS PROVISION OF THE CONTRACT SURVIVES

CLOSING AND DOES NOT MERGE WITH THE INSTRUMENTS OF CONVEYANCE.

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ARTICLE II.

Purchase Price

2.1 Purchase Price:

A. Offer to Purchase. The Purchase Price to be paid by Buyer to Seller for the Property is

($ ) (“Purchase Price”), to be paid in cash at Closing, as defined in Section 5.1, for the sale of the Property in accordance with this Contract.

2.2 Earnest Money. Within five (5) days after the Effective Date, Buyer will deposit the sum of

___________________ and __/100 Dollars ($_____________) (the “Earnest Money”) with

Stewart Title Guaranty Company, Attn: Deborah Maduzia, Commercial Escrow Officer, 1360 Post

Oak Blvd., 10th Floor, MC# 10-1, Houston, Texas 77056, Telephone: (713) 232-4380, Email:

deborah.maduzia@stewart.com (“Title Company”) to be held by the Title Company in escrow. If the purchase and sale hereunder is consummated in accordance with the terms and provisions of this Contract, the Earnest Money shall be applied by the Title Company as partial payment of the

Purchase Price due at Closing. During the Inspection Period, as defined hereinbelow, the Earnest

Money shall be fully refundable to the Buyer. Upon the expiration of the Inspection Period, the

Earnest Money shall become non-refundable to Buyer, except as otherwise provided in connection with a default by Seller hereunder or as otherwise set forth herein. In all other events, the Earnest

Money shall be disposed of by the Title Company as provided herein.

2.3 Independent Consideration. As independent consideration, the Buyer has paid the Seller the amount of One Thousand and No/100 Dollars ($1,000.00) (“Independent Consideration”), which amount has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Contract and Buyer’s right to terminate during the Inspection Period and subject to the terms of the Contract, receive a refund of his/her/its earnest money deposit. The Independent

Consideration may be applied to the Purchase Price but otherwise is nonrefundable in all events.

ARTICLE III.

Title and Survey

3.1 Title Commitment; Title Policy; Title Review. Within fifteen (15) days following the Effective

Date of the Contract, Seller shall cause the Title Company to issue a commitment(s) for Title

Insurance covering the Property, together with correct and legible copies of all instruments pertaining to the Property, including the vesting deed or instrument by which the Seller acquired the Property and all documents referred to in the Title Commitment as conditions or exceptions to title to the Property, including without limitation, liens, easements, restrictive covenants, and recorded plats; provided that the Title Company’s failure to timely deliver the Title Commitment shall not constitute a default by Seller hereunder. The Title Commitment shall set forth the state of title to the Property together with all exceptions or conditions to such title, including, but not limited to, all easements, restrictions, rights of way, covenants, reservations, leases, recorded plats, and all other encumbrances affecting the Property that would appear in the Title Policy, if issued as of such date. On or before the date that is ten (10) days after Buyer’s receipt of the last of (i) the

Title Commitment, and (ii) all documents that are listed as exceptions to title on Schedule B of the

Title Commitment (which may be delivered by electronic link (“Title Objection Period”), Buyer mailto:deborah.maduzia@stewart.com

Invitation to Bid Package RFP No. 2604 Page 15 of 32 may provide written notice to the Seller of any objections to title that Buyer may have. Although

Seller may elect to cure any such objections to title that Buyer may make, except for any monetary liens created by the Seller (“Monetary Liens”) or any Title Company Closing requirements for

Seller set forth on Schedule C of the Title Commitment, Seller shall have no obligations to take any action to clear title. Upon Closing, the Buyer, at its sole cost and expense, may elect to purchase a title policy under the Title Commitment (“Title Policy”) and all closing costs, if any, shall be paid by Buyer.

3.2 Survey. Within twenty (20) days from the Effective Date a survey of the Property (“Survey”), will be obtained at Buyer’s sole cost and expense. The Survey must be acceptable to Seller and must be certified to Buyer, Seller, and Title Company with a copy of the Survey and any updates to the

Survey provided to Seller and Title Company.

ARTICLE IV.

Inspection of the Property

4.1 Inspection of the Property. Commencing with the Effective Date and continuing through the

Closing Date or termination of this Contract, Buyer, either directly or through Buyer’s consultants, will have reasonable access to, and will have the right to perform such inspections, investigations, and other due diligence with respect, to the Property as Buyer, in its sole discretion, elects to perform to determine whether the Property is suitable for Buyer’s use (collectively

“Investigations”) on the terms and conditions contained in this Contract. Seller shall not be liable to Buyer or Buyer’s employees, agents, visitors or any other person for any injury to person or damage to property on or about the Property caused by Buyer, its agents, servants or employees, or by any guest or any other person entering upon the Property upon Buyer’s invitation, or caused by the Property becoming out of repair or in a dangerous condition, Buyer shall indemnify Seller, and hold Seller harmless, from any such injury. All tests and inspections shall be conducted in a good and workmanlike manner and in conformity with all applicable governmental and industry standards. After completion of the Investigations, if Buyer elects not to purchase the Property, Buyer shall repair any damage caused to the Property by Buyer’s Investigations prior to termination of this Contract. Before submitting a bid, Buyer was provided the opportunity to enter the Property to conduct non-invasive investigations. During the period that commences on the

Effective Date and expires at 5:00 p.m. on the 45th day thereafter (the “Inspection Period”), Buyer may deliver written notice to Seller that Buyer desires to terminate this Contract for any reason, in which event the Title Company shall immediately deliver to Buyer the Earnest Money, this

Contract shall terminate, and neither Party shall have any further obligation or liability under this

Contract to the other Party other than obligations which expressly survive such termination. If

Buyer terminates this Contract during the Inspection Period, Buyer shall provide Seller with copies of all third-party tests or studies pertaining to the physical condition of the Property upon Buyer’s request.

4.2 Standards and Requirements for Inspection. Buyer or its contractors’ entry onto the Property shall be solely for the purpose of conducting the Investigations permitted under this Contract. Prior to the entry upon the Property for the purpose of performing Buyer’s Investigations, Buyer shall give Seller at least twenty-four (24) hours’ notice and obtain approval from Seller to enter onto the

Property. Seller shall have the right to accompany Buyer or its contractors on any entry to the

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Property. Buyer shall perform no invasive testing of the Property without first obtaining the prior written consent of Seller. All Investigations shall be at Buyer’s sole cost, risk and expense; shall be conducted in a good and workmanlike manner; and shall be in conformity with all applicable governmental and industry standards. Before any entry, Buyer shall, and shall cause any contractor performing Investigations on the Property on behalf of Buyer to, (a) carry commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least

$1,000,000 per occurrence for bodily or personal injury or death and $2,000,000 aggregate (or such other amounts approved by the Seller) to cover Buyer and its contractors’ entry upon the

Property, performance of the Investigations, restoration of the Property, and indemnification of the

Seller as set forth in Section 4.3; (b) name the Seller as an additional insured/ loss payee; and (c) provide a Certificate of Insurance (“Certificate”) and a copy of any endorsements to the Seller evidencing compliance with the requirements of this Section 4.2. The Certificate shall not contain any statement that it is for information purposes only or that the Certificate holders may not rely on it or that it does not alter the terms of the policy. No Certificate shall exclude from coverage the negligence or sole negligence of the Certificate holder or restrict coverage only to the negligence or sole negligence of the insured. No contractor shall be permitted to conduct any

Investigations on the Property until such contractor has complied with the foregoing requirements.

At Seller’s request, Buyer shall promptly provide Seller (at no cost to Seller) with a copy of the results of any tests, inspections, or other Investigations made by Buyer. After completion of any of the Investigations, except in the event that Buyer proceeds to Closing, Buyer shall restore the

Property to substantially the same condition as before such inspection.

4.3 INDEMNIFICATION.

A. INDEMNIFICATION BY BUYER. BUYER SHALL AND HEREBY DOES RELEASE

AND INDEMNIFY NAVARRO COLLEGE, ITS TRUSTEES, EMPLOYEES, AND AGENTS

(COLLECTIVELY “INDEMNIFIED PARTIES”) FOR ANY AND ALL LIABILITY, CLAIMS,

AND LOSSES OF THE INDEMNIFIED PARTIES AND ANY THIRD PARTIES THAT ARISE

OUT OF, RESULT FROM, OR RELATE TO BUYER’S ENTRY UPON THE PROPERTY,

PERFORMANCE OF THE INVESTIGATIONS OR RESTORATION OF THE PROPERTY

UNDER THIS CONTRACT, EVEN IF NAVARRO COLLEGE, ITS TRUSTEES,

EMPLOYEES, AND AGENTS ARE ALLEGED TO BE NEGLIGENT, GROSSLY

NEGLIGENT, STRICTLY LIABLE, OR STATUTORILY LIABLE.

B. INDEMNIFICATION BY CONTRACTORS. ADDITIONALLY, THE BUYER

SHALL INCLUDE IN ALL CONTRACTS WITH ITS CONTRACTORS WHO ENTER THE

PROPERTY THE FOLLOWING LANGUAGE: “CONTRACTOR SHALL AND HEREBY

DOES RELEASE AND INDEMNIFY NAVARRO COLLEGE, ITS TRUSTEES, EMPLOYEES,

AND AGENTS (COLLECTIVELY “INDEMNIFIED PARTIES”) FOR ANY AND ALL

LIABILITY, CLAIMS, AND LOSSES OF THE INDEMNIFIED PARTIES AND ANY THIRD

PARTIES THAT ARISE OUT OF, RESULT FROM, OR RELATE TO BUYER’S

CONTRACTORS’ ENTRY UPON THE PROPERTY, PERFORMANCE OF THE

INVESTIGATIONS OR RESTORATION OF THE PROPERTY UNDER THIS CONTRACT,

EVEN IF NAVARRO COLLEGE, ITS TRUSTEES, EMPLOYEES, AND AGENTS ARE

ALLEGED TO BE NEGLIGENT, GROSSLY NEGLIGENT, STRICTLY LIABLE, OR

Invitation to Bid Package RFP No. 2604 Page 17 of 32

STATUTORILY LIABLE.”

The indemnifications in Section 4.3A and B must be enforceable under applicable Texas law. Buyer’s and its contractors’ release and indemnification of the Seller shall each survive Closing and the termination of this Contract.

ARTICLE V.

Closing

5.1 Date and Place of Closing. The term “Closing,” as used in this Contract, shall mean the consummation of the purchase of the Property by Buyer from Seller in accordance with the terms and provisions of this Contract. The closing date will be fifteen (15) days after the expiration of the Inspection Period (“Closing Date”), or at such earlier time as may be mutually agreed upon by

Seller and Buyer.

5.2 Items to be Delivered at Closing.

A. At Closing, Seller shall deliver to Buyer the following items:

1. The deed in the form attached hereto as Exhibit B (“Deed”), to be executed by the Seller at Closing conveying title to the Buyer subject to the (a) applicable zoning, subdivision, building and other land use laws and regulations; (b) all matters of record in the official public records of Navarro County, Texas, including the protective covenants affecting the Property; (c) any discrepancies, conflicts or shortages in area or boundary lines, or any encroachments, or any overlapping of improvements (unless Buyer elects to purchase the boundary deletion endorsement to the Title Policy, in which case, the exception will be amended to “Shortages in area”); (d) all matters, whether or not of record, that arise out of the actions of Buyer or its agents, representatives or contractors with respect to the Property, this Contract, or Buyer’s purchase of the Property; (e) liens created or assumed as security for the sale consideration; (f) any covenants, conditions, reservations, exceptions, and easements; (g) all oil, gas and mineral conveyances and leases, if any; (h) all ad valorem taxes, all taxes and subsequent assessments for prior years due to a change in land usage or ownership, and the lien of real estate taxes and assessments not yet due and payable; and (i) all other matters affecting title to the Property as to which

Buyer has actual knowledge, except for those matters to which Buyer has asserted a written objection and Seller has elected to cure (clauses (a) through (i) being referred to as

“Permitted Exceptions”); and

2. Any documents required by the Title Company to close the transaction.

5.3 Taxes. Buyer shall be solely responsible for all ad valorem taxes and assessments attributable to the Property for the period of time following Closing and for any taxes assessed for prior years due to a change in land usage or ownership after Closing. Seller, as a governmental entity, shall not be liable for any subsequent taxes or assessments for periods preceding Closing due to change in land usage or ownership after Closing.

5.4 Possession. Possession of the Property shall be delivered to Buyer at Closing and funding of the

Invitation to Bid Package RFP No. 2604 Page 18 of 32

Purchase Price.

5.5 Costs of Closing. Seller agrees to pay one-half of the escrow fee charged by the Title Company in an amount that does not exceed $250.00, and the costs for recording of any releases or other documents required to release any Monetary Liens. Buyer agrees to pay all other costs of Closing including the recording of the Deed and Seller’s (i) attorney's fees, (ii) appraisal fees and (iv) other costs incurred in connection with the bidding and sale of the Property.

ARTICLE VI.

Defaults and Remedies

6.1 Seller’s Defaults.

A. Seller shall be deemed to be in default if Seller shall fail to meet, comply with, or perform any covenant, agreement, or obligation on Seller’s part required in this Contract, providing all conditions precedent to Seller’s performance have been fully satisfied.

B. In the event Seller shall be deemed to be in default, Buyer shall transmit written notice specifying the alleged default to Seller, and Seller shall have ten (10) days from date of receipt of such notice to cure such default. Should Seller fail to timely cure such default, Buyer may, as its sole and exclusive remedy, terminate this Contract and shall be excused from further performance of its purchase obligation hereunder, and upon written notice by

Buyer to Seller and the Title Company, the Earnest Money, and any interest thereon, less the Independent Consideration (“Liquidated Damages”) will be returned to Buyer.

C. Under no circumstances shall Seller be liable to Buyer for specific performance or for any direct, consequential, or other type of damages, except as for the Liquidated Damages set forth in Section 6.1B, whether the same are contemplated hereby or not or shall Seller be liable for specific performance.

6.2 Buyer’s Defaults.

A. Buyer shall be deemed to be in default if Buyer shall fail to close on this transaction and/or fail to deliver, at the Closing, the items required to be delivered by Buyer to Seller for any reason other than a default by Seller.

B. In the event Buyer shall be deemed to be in default, Seller may pursue specific performance, any other remedy at law or in equity, and/or, in its sole discretion, may terminate this Contract whereupon Seller shall be entitled to the Earnest Money, and any interest thereon, which shall be considered liquidated damages and the Title Company shall deliver to Seller on receipt of written notice from Seller that Buyer has defaulted. The notice need not be accompanied by any other document or consent of any other party, it being agreed between Buyer and Seller that the Earnest Money shall be liquidated damages for a default of Buyer hereunder because of the difficulty, inconvenience, and uncertainty of ascertaining actual damages for such default.

Invitation to Bid Package RFP No. 2604 Page 19 of 32

ARTICLE VII.

Brokerage Commission

7.1 Brokerage and Commission. Seller represents that Seller has not entered into any agreement with a real estate broker. Buyer represents to Seller, that except for its agreement with

________________________, a licensed real estate broker in the State of Texas, (“Buyer’s

Broker”), if any, Buyer has not entered into any other agreement for real estate brokerage services.

Buyer is solely responsible for any commissions or other payments owed to any broker of Buyer, if any. Buyer hereby indemnifies and holds Seller harmless from any obligations for real estate sales commissions negotiated by or resulting from or incident to any contacts made by Buyer and relating to the sale and purchase of the Property contemplated hereby. This section specifically survives Closing.

ARTICLE VIII.

Miscellaneous

8.1 Governing Law. This Contract is executed, delivered, and intended to be performed in Navarro

County, Texas, and in accordance with the laws of the State of Texas, without regard to its conflict or choice of law provisions, shall govern the validity, construction, enforcement, and interpretation of this Contract and the transactions contemplated herein. Proper venue for any action arising under or relating to the Contract shall be in the State or district courts where the Property is located.

8.2 Entirety and Amendments. This Contract and the Invitation for Bid issued by the Seller, to the extent not inconsistent with this Contract, constitutes the entire agreement between the parties and supersedes all prior oral and written agreements and understandings, if any, relating to the Property and any subject matter contemplated herein. This Contract may be amended or supplemented only by an instrument in writing executed by the party against whom enforcement is sought. No employee or agent of Seller has any authority whatsoever to make any reference, representation, or agreement not contained in this Contract and only the references, representations, and/or agreements contained in this Contract shall be binding upon Seller or in any way affect the validity of any part of this Contract. Buyer acknowledges that no representations have been made by Seller or any of Seller’s agents or employees other than as expressly set forth in this Contract.

8.3 Notices and Communications. All notices, demands, and requests and other communications required or permitted hereunder shall be in writing, shall be sent by certified mail, return receipt requested; by courier; or by electronic communications including email and shall be deemed to be delivered (i) upon first attempted delivery if sent by mail or by courier and (ii) on the date of delivery if sent by email before 5:00 PM at the place of receipt on a Business Day or, if sent by email after 5:00 PM at the place of receipt on a Business Day or on a day that is not a Business

Day, then on the next Business Day. Buyer’s, Seller’s and Title Company’s respective addresses for purposes of this Contract, and to which all notices required hereunder shall be sent, are as follows:

If to the Seller: Navarro College

Attn: Marsha Thomas

3200 W. 7th Avenue

Invitation to Bid Package RFP No. 2604 Page 20 of 32

Corsicana, Texas 75110

Telephone: (903) 875-7317

Email: marsha.thomas@navarrocollege.edu

With a copy to: Thompson & Horton, LLP

Attn: Mark D. Smith

Ross Tower, Suite 3150

500 North Akard Street

Dallas, Texas 75201

Telephone: (469) 421-6844

Facsimile: 713-583-8884

Email: msmith@thompsonhorton.com

If to the Buyer: ________________________

Attn: ___________________

Telephone: (____) ____________________

Email: ___________________________

With copy to: __________________________

Attn: _____________________

Telephone: (__) ______________________

Email: __________________________

Title Company: Stewart Title Guaranty

Attn: Deborah Maduzia

1360 Post Oak Blvd., 10th Floor, MC# 10-1

Houston, Texas 77056

Telephone: (713) 232-4380

Email: deborah.maduzia@stewart.com

With copy to: Stewart Title Guaranty

Attn: Courtney McFarlain

1360 Post Oak Blvd., 10th Floor, MC# 10-1

Houston, Texas 77056

Telephone: (713) 881-7662

Email: courtney.mcfarlain@stewart.com

8.4 Invalid Provisions. If any provision of this Contract, except the provisions relating to Seller’s obligation to convey the Property and Buyer’s obligation to pay the Purchase Price, the invalidity of either of which shall cause this Contract to be null and void, is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable; this Contract mailto:msmith@thompsonhorton.com mailto:christine@visiongalveston.com mailto:deborah.maduzia@stewart.com mailto:lindsayburton@firstam.com

Invitation to Bid Package RFP No. 2604 Page 21 of 32 shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Contract; and the remaining provisions of this Contract shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Contract.

8.5 Multiple Counterparts; Electronic Signatures and Transmission. This Contract may be executed in counterparts, each of which is deemed an original, and all of which constitute one agreement. The parties agree that this Contract and any related documents may be executed and delivered by electronic signature (including email, fax, or electronic signing services) and that such electronic signatures shall have the same legal force and effect as a manual, wet-ink signature.

8.6 Binding Effect; Assignment. This Contract shall be binding upon and inure to the benefit of Seller and Buyer, and their respective heirs, personal representatives, successors, and permitted assigns.

Buyer may not assign this Contract or Buyer’s rights hereunder without Seller’s express written approval. Execution hereof by Buyer alone shall constitute only an offer to purchase. Upon execution of this Contract by an authorized officer of Seller, after the execution by Buyer and delivery of a fully executed copy hereof to Buyer, this document shall become a binding Contract, subject to the provisions of this Contract.

8.7 Time is of the Essence. The obligations and undertakings of the parties hereto shall be performed within the time specified, and failure to perform within such time shall constitute an event of default on the part of the party that fails to so perform.

8.8 No Merger. The covenants, agreements, provisions, warranties, and representations contained in this Contract, specifically including Article I, Section 4.1, Section 5.3, and Section 7.1, shall not merge with the closing documents, but shall survive such closing.

8.9 This Contract is executed by Buyer on the date indicated below, and shall constitute an offer that may be accepted only by execution by Seller and delivery of a fully executed original thereof to the Title Company with a copy to Buyer. This offer shall expire at 5:00 p.m. ninety (90) calendar days thereafter if this Contract is not executed by Seller, a copy returned to Buyer and the original delivered to the Title Company. Buyer acknowledges that Seller has no obligation to accept this offer, nor any other offer to purchase the Property. If Seller should accept this offer, Buyer acknowledges that Seller may negotiate with and accept back up contracts from third parties at any time.

THIS CONTRACT RAISES LEGAL ISSUES THAT BUYER MAY CHOOSE TO HAVE REVIEWED

BY AN ATTORNEY.

SELLER:

NAVARRO COLLEGE

By:

Date:

Invitation to Bid Package RFP No. 2604 Page 22 of 32

BUYER:

By:

Title:

Invitation to Bid Package RFP No. 2604 Page 23 of 32

EXHIBIT A TO PURCHASE AND SALE CONTRACT

Legal Description of Property

Invitation to Bid Package RFP No. 2604 Page 24 of 32

EXHIBIT B TO PURCHASE AND SALE CONTRACT

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY

REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY

INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR

RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S

LICENSE NUMBER.

SPECIAL WARRANTY DEED

§ KNOW ALL PERSONS BY THESE

COUNTY OF NAVARRO § PRESENTS:

That, NAVARRO COLLEGE, a Texas public community college and political subdivision

(“Grantor”), for and in consideration of the sum of Ten and no/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by

Grantor has GRANTED, BARGAINED, SOLD and CONVEYED and by these presents does

GRANT, BARGAIN, SELL and CONVEY unto the ____________________ (“Grantee”), and

Grantee’s successors and assigns, that certain parcel containing approximately 4.82 acres of land located in Ellis County, Texas as more particularly described by metes and bounds on the attached

Exhibit “A” (“Land”) together with all singular rights and appurtenances pertaining to such Land

(“Appurtenances”) and being owned by Seller, including without limitation (i) all improvements located on and under the Land (“Improvements”); (ii) all ownership and property rights associated with such Land; and (iii) all easements, tenements, hereditaments, privileges and appurtenances in any way benefitting such Land, including, but not limited to: (a) any Land to the midpoint of the bed of any highway, street, alley, road or avenue, open or proposed, in front of, abutting, or adjoining such Land; (b) any land lying in or under the bed of any creek, stream, bayou or river running through, abutting or adjacent to such Land; (c) any riparian, appropriative or other water rights of Seller appurtenant to such Land and relating to surface or subsurface waters; (d) the present or future use of wastewater (sewer) capacity, drainage, water capacity or other utility facilities to the extent same pertain to or benefit such Land; (e) any strips, gores or pieces of property abutting, bounding or which are adjacent or contiguous to such Land; (f) any reversionary interests benefiting such Land; (g) any rights-of-way, rights of ingress or egress, or other interests in, on or to any land, highway, street, road or avenue, open or proposed, in, on, across, in front of, abutting or adjoining such Land, and any awards made, or to be made in lieu thereof, and in and to any unpaid awards for damage thereto by reason of a change of grade of any such highway, street, road or avenue; (h) any easement across, adjacent to or benefiting the such Land, existing or abandoned; and all oil, gas or any other minerals or mineral rights as more specifically provided for herein. (collectively the Land, Improvements, and Appurtenances are referred to as

“Property”).

Grantor does hereby except and reserve unto Grantor, Grantor’s successors and assigns all of the oil, gas, and other minerals owned by Grantor, together with the following rights appurtenant thereto: (i) the right to lease Grantor’s interest in the minerals; (ii) the right to receive bonus payments; (iii) the right to receive delay rentals; and (iv) the right to receive royalty. If the mineral

Invitation to Bid Package RFP No. 2604 Page 25 of 32 estate is subject to existing production or an existing lease, then this reservation shall…