6-Properly completed and executed Sale and Purchase Agreement.pdf

Exhibit C

SALE AND PURCHASE AGREEMENT

THIS SALE AND PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the date set forth below, by and between THE LAREDO INDEPENDENT SCHOOL DISTRICT (hereafter referred to as “Seller”) and (hereinafter referred to as “Purchaser”).

ARTICLE I

PROPERTY

Subject to the terms and provisions hereof, and for the consideration herein set forth, Seller agrees to sell, and Purchaser agrees to purchase, the following described property in Laredo, Webb County, Texas, to-wit (the “Property”):

Situated in Webb County, Texas, and being all of Lot Number ______ (____), and Lot Number _____ (__), in Block Number ______________ (___), situated in the Western Division of the City of Laredo, more commonly known as ____________________, Laredo, Texas together with all improvements thereon.

ARTICLE II

PURCHASE PRICE AND INVITATION TO BID

2.01 Purchase Price. The purchase price (the “Purchase Price”) for the sale and purchase of the Property is DOLLARS ($ ), to be paid or credited as herein provided at Closing.

2.02 Laredo Independent School District Bid #24-003. This Agreement is entered between the parties in furtherance of Purchaser being the successful bidder of Bid # 24-003. All terms, provisions and conditions contained in the bid are hereby incorporated herein by reference. In the event of conflict, the terms and provision of this Agreement shall control.

ARTICLE III

ESCROW

3.01 Escrow of Agreement. Promptly upon execution of this Agreement by Purchaser and Seller, an original fully executed counterpart hereof shall be escrowed with Laredo Title & Abstract, Ltd., Attn. Ms. Leticia G. Martinez (herein referred to as the “Title Company”), located at 415 Shiloh Dr., Laredo, Texas 78045. The “Effective Date” of this Agreement shall be the date that the Title Company acknowledges receipt of the fully executed original counterpart hereof.

3.02 Earnest Money. Purchaser has delivered Purchaser’s cashier’s check in the amount of __________________ DOLLARS ($_________) (herein referred to as the Earnest Money) to the Seller to bind this Agreement with Seller. If the transaction contemplated herein closes, then on the Closing Date (as hereinafter defined), the Earnest Money shall be applied to the Purchase Price.

If the Closing does not occur for any other reason, the Earnest Money shall be disbursed in accordance with the terms of this Agreement. Notwithstanding the foregoing, or any other term and provision in this Agreement, the Earnest Money is non-refundable to Purchaser.

ARTICLE IV

SURVEY & TITLE COMMITMENT

4.01 Survey. No Survey is required. Purchaser may, if it desires, obtain an on-the-ground survey (the Survey) of the Property. The Survey plat (i) shall be in form and substance acceptable to the Title Company as a basis for deleting to the maximum extent permitted by applicable title insurance regulations the standard printed exceptions from the Owner’s Policy (as hereinafter defined), and

(ii) shall certify the actual dimensions of the area within the Property and all easements, roads, rights-of-way and other encumbrances thereupon, by acre (rounded to the nearest one one-thousandth [1/1000] of an acre) and square foot (rounded to the nearest one one-hundredth [1/100] of square feet).

4.02 Title Commitment. Seller shall, at Seller’s sole cost and expense, cause the Title Company to furnish Purchaser a current owner’s title policy commitment (the “Title Commitment”) prepared and issued by the Title Company describing and covering the Property, listing Purchaser as the prospective name insured, showing title to the Property in Seller (or in third parties subject to an option in favor of Seller), committing to issue an Owner Policy of Title Insurance (the “Title Policy”) to Purchaser subject only to the following matters (herein called the “Permitted Encumbrances”):

(a) the standard printed exception pertaining to restrictive covenants affecting the Property;

(b) the standard printed exception pertaining to discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments, or any overlapping of improvements;

(c) the standard printed exception for taxes for the year of closing and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership;

(d) current zoning under the City of Laredo Zoning Ordinance, and the City of

Laredo Subdivision Ordinance and any matters acceptable to or waived by Purchaser as provided in Paragraph 4.03;

(e) all regulations and ordinances of municipal and/or other governmental authorities, if any, but only to the extent that they are in effect, and actually affect the hereinabove described property;

(f) the standard printed exception relating to rights of parties in possession.

4.03 Disclosure of Exceptions by the Survey or Title Commitment. Purchaser shall have five (5) days after the date of receipt of the Title Commitment to notify Seller in writing of any easements, rights-of-way, encroachments, conflicts, protrusions, liens, encumbrances, restrictions, conditions, covenants or other matters creating a cloud on title to the Property (hereinafter collectively called the Exceptions) with respect to the Property revealed thereby which are unacceptable to Purchaser (Purchaser’s Title Objections). Seller shall have ten (10) days from the date such notice is received to cure such objections to the satisfaction of Purchaser in Purchaser’s sole and absolute discretion, but Seller shall have no obligation to do so. If Seller cannot or elects not to cure Purchaser’s Title Objections within such period, Purchaser shall have the option to:

(a) cancel this Agreement in which event the parties shall have no further obligations hereunder (THE EARNEST MONEY SHALL NOT BE REFUNDED TO PURCHASER); or

(b) waive any uncured Purchaser’s Title Objections and proceed to close the transaction contemplated hereby, in which event any uncured Purchaser’s Title Objections shall be additional Permitted Exceptions.

Any matter or exception contained in the Survey or the Title Commitment not timely objected to in writing by Purchaser shall constitute a Permitted Exception.

4.04 Investigation and Inspection. Purchaser acknowledges that it is relying on its own investigation and/or inspection of the Property, and its engineers and attorneys, in determining whether or not to purchase the Property. Purchaser acknowledges that Seller has not made any representations or warranties, express or implied, concerning the Property, or its condition or its suitability for any purpose, except as expressly contained in this Agreement; and that if Purchaser elects to purchase the Property, same will be conveyed in its present “AS IS” and “WHERE IS” condition, and “WITH ALL FAULTS” basis.

ARTICLE V

CLOSING

5.01 Closing Date. Provided that all conditions to closing shall have been satisfied, Purchaser and Seller shall consummate and close the transactions contemplated hereby in the offices of the Title Company on or before 2024. The date of the consummation and closing of the purchase and sale contemplated by this Agreement is herein referred to sometimes as the “Closing Date”, and the actual consummation and closing of the purchase and sale contemplated by this Agreement is herein referred to sometimes as the Closing. It is expressly understood and agreed to between Purchaser and Seller that should the Closing not take place on or before the date stated in this paragraph, Seller shall not be obligated to extend the Closing Date and this Contract shall terminate, entitling Seller to the remedies set forth herein.

5.02 Seller’s Obligations at Closing. At the Closing, Seller shall deliver to Purchaser:

(a) A special warranty deed which shall convey to Purchaser good and indefeasible fee simple title to the Property, free and clear of all exceptions other than the Permitted Exceptions. This form is similar or substantially similar to the Special Warranty Deed included in the Bid Package.

(b) A bills paid affidavit in form and substance reasonably satisfactory to

Purchaser verifying that there are no unpaid bills or claims for labor performed or materials furnished to the Property prior to the Closing Date, and by which affidavit Seller indemnifies and holds Purchaser and the Title Company harmless from any loss, liability, cost or expense (including, without limitation, attorney’s fees and court costs) of Purchaser or the Title Company resulting from or incident to claims against the Property for any such matters.

(c) The Title Policy.

(d) Possession of the Property.

(e) The Special Warranty Deed provided by Seller to Purchaser shall contain the following disclaimer of Seller:

GRANTEE ACKNOWLEDGES THAT GRANTOR HAS NOT MADE

AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE

PHYSICAL CONDITION, ENVIRONMENTAL CONDITION,

STRUCTURAL CONDITION, OR ANY OTHER CONDITION OR

MATTER AFFECTING OR RELATED TO THE PROPERTY, OR

ANY IMPROVEMENTS THEREON (OTHER THAN WARRANTY

OF TITLE AS EXPRESSLY PROVIDED AND LIMITED HEREIN).

GRANTEE EXPRESSLY AGREES THAT, TO THE MAXIMUM

EXTENT PERMITTED BY LAW, THE PROPERTY AND

IMPROVEMENTS COMPRISING A PORTION THEREOF ARE

CONVEYED “AS IS” AND “WITH ALL FAULTS”, LATENT AND

PATENT AND OTHERWISE, AND GRANTOR EXPRESSLY

DISCLAIMS, AND GRANTEE ACKNOWLEDGES AND ACCEPTS

THAT GRANTOR HAS DISCLAIMED ANY AND ALL

REPRESENTATIONS, WARRANTIES, OR GUARANTIES OF ANY

KIND (ORAL, EXPRESSLY PROVIDED OR LIMITED),

CONCERNING THE PROPERTY AND ANY IMPROVEMENTS

COMPRISING A PORTION THEREOF, INCLUDING WITHOUT

LIMITATION, (i) THE VALUE, CONDITION, MERCHANTABILITY, HABITABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A

PARTICULAR USE OR PURPOSE, OF THE PROPERTY AND ANY

IMPROVEMENTS THEREON, (ii) THE MANNER OR QUALITY

OF THE CONSTRUCTION OR MATERIALS INCORPORATED

INTO ANY SUCH IMPROVEMENTS AND (iii) THE MANNER OF

REPAIR,

QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY

SUCH IMPROVEMENTS. GRANTOR HAS NOT, DOES NOT AND

WILL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES

WITH REGARD TO COMPLIANCE WITH ANY

ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE

LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS.

GRANTEE ACCEPTS THE PROPERTY “AS IS”, “WHERE IS,”

AND WITH ALL FAULTS, WITH NO WARRANTIES FROM

GRANTOR, EITHER EXPRESS OR IMPLIED, AND WITH NO

LIABILITY AS A RESULT OF THIS TRANSACTION. GRANTEE

HAS MADE ITS OWN INDEPENDENT INSPECTION OF ALL

ASPECTS OF THE PROPERTY AND IMPROVEMENTS AND

SHALL HAVE NO RECOURSE WHATSOEVER AGAINST

GRANTOR IN THE EVENT OF DISCOVERY OF ANY DEFECTS

OF ANY KIND, LATENT OR PATENT, OR OTHERWISE. THIS

WARRANTY DISCLAIMER SHALL NOT DIMINISH ANY

WARRANTIES OF TITLE MADE BY GRANTOR IN THIS DEED.

5.03 Purchaser’s Obligations at Closing. At the Closing, Purchaser shall deliver to Seller:

(a) The Purchase Price (after credit of earnest money).

(b) Such other documents, instruments and certificates as are contemplated herein to effect and complete the Closing.

5.04 Closing Costs and Attorneys’ Fees. On the Closing Date, Seller shall pay the cost of the Title Policy, the cost of the conveyance documents, Seller’s attorneys’ fees, any other costs incurred by Seller, and all other costs as specifically agreed in this Agreement. Purchaser shall pay Purchaser’s attorneys’ fees, the cost of recording the Deed, the cost of the survey, if any, and any other costs incurred by Purchaser, and all other costs as specifically agreed in other parts of this Agreement.

5.05 Prorations. Ad valorem taxes for the Property shall be prorated as of the date of Closing.

Purchaser shall be responsible for all taxes accruing against the Property for periods of time subsequent to the Closing Date. If Closing shall occur before the actual taxes for the then current year are known, the apportionment of taxes shall be upon the basis of taxes for the Property for the immediately preceding year, provided that, if the taxes for the current year are thereafter determined to be more or less than the taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly shall adjust the proration of such taxes and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment, and this covenant shall not merge with the deed delivered hereunder, but shall survive the Closing. The adjustments described herein shall be paid on the Closing Date, or, to the extent that the amounts thereof are not ascertainable on the Closing Date, such shall be paid as soon thereafter as may be reasonably practicable.

ARTICLE VI

REAL ESTATE COMMISSIONS

Seller will be responsible for any real estate commission relating to Seller’s own real estate broker, if any, for this transaction. Purchaser hereby represents and warrants that it has not employed any agents, brokers or other such parties in connection with this transaction and agrees that it shall hold the Seller harmless from and against any and all claims of all agents, brokers or other such parties claiming by, through or under Purchaser. The provisions of this Article VI shall survive the closing.

ARTICLE VII

NOTICES

Any notice, demand or request that may be permitted, required, or desired to be given in connection herewith shall be in writing and directed to Seller and Purchaser by certified mail, return receipt requested, postage prepaid, at their respective addresses set forth below. In the event, such notice or other communication is effected by personal delivery or by an overnight express delivery courier, the date and hour of actual delivery shall fix the time of notice. Absent a postal strike or other stoppage of the mails, in the event of delivery of notice by registered or certified United States mail, the date and hour following three (3) business days after the date and hour at which the sealed enveloped containing the notice is deposited in the United States mail, properly addressed and with postage prepaid, shall fix the time of notice. Each party shall have the right to change their address, for purposes of notice, by giving notice to the other party hereto as provided above.

If to Purchaser, to: ___________________________________

If to Seller, to: The Laredo Independent School District Angel E. Velazquez

Assistant Superintendent - Facilities 900 E. Lyon St.

Laredo, Texas 78040 with a copy to:

Mr. Sigifredo Pérez, III Kazen, Meurer & Pérez, L.L.P.

211 Calle Del Norte, Suite 100 P. O. Box 6237 Laredo, Texas 78042-6237

ARTICLE VIII

DEFAULTS AND REMEDIES

8.01 Seller’s Remedies on Purchaser’s Default. If Purchaser shall fail to consummate the purchase of the Property on or before the Closing Date for any reason other than Seller’s default, then Seller shall, either: (i) retain the Earnest Money and terminate this Agreement; and/or (ii) enforce specific performance; and/or (iii) seek such other, further, additional or alternative other relief as may be provided by law.

8.02 Purchaser’s Remedies on Seller’s Default. If Seller shall fail or refuse to fully and timely perform any of its obligations hereunder, or shall fail or refuse to consummate the sale of the Property for any reason not set forth in this Agreement, except Purchaser’s default, Purchaser may terminate this Agreement or enforce specific performance. Purchaser shall not be entitled to a refund of the Earnest Money.

ARTICLE IX

MISCELLANEOUS

9.01 Entire Agreement. This Agreement is the entire Agreement between the parties with respect to the subject matter hereof, and no alteration, modification or interpretation hereof shall be binding unless in writing and signed by both parties.

9.02 Severability. If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law, but Seller shall have the option to terminate this Agreement.

9.03 Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas.

9.04 Assignability. Purchaser shall not have the right to assign this Agreement without Seller’s written consent.

9.05 Successors Bound. This Agreement shall be binding upon and inure to the benefit of Purchaser and Seller and their respective successors and assigns.

9.06 Captions. The captions in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the scope or content of any of its provisions.

9.07 Attorney’s Fees. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs.

9.08 No Partnership. Nothing contained in this Agreement shall be construed to create a partnership or joint venture between the parties or their successors in interest.

9.09 Time. Time is of the essence in this Agreement; however, if the last day of any time period specified herein falls on a Saturday, Sunday or legal holiday under the laws of the United States or the State of Texas, then such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday.

9.10 Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.

9.11 Recordation. Purchaser and Seller agree not to record this Agreement or any memorandum or notice with respect hereto.

9.12 Prior Agreements Terminated. Seller and Purchaser hereby mutually agree that this Agreement replaces and supersedes in its entirety all prior Contracts, discussions or agreements relating to the Property, all of which are merged herein.

9.13 Gender and Number. Within this Agreement, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural, unless the context otherwise requires.

9.14. Facsimile Transmission. This Agreement, addendums and any future modifications may be transmitted by facsimile. All parties agree that their facsimile signatures on copies of the transmitted documents shall be binding to the same extent as if they were original signatures. Upon request, each party agrees to fully execute with original signatures all original documents following execution of facsimiles.

9.15 Construction. The parties acknowledge that their attorneys have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date shown to the left of their respective signatures to be effective as of the Effective Date.

PURCHASER(S):

Date: _________________, 2024 ______________________________________________

ACKNOWLEDGMENT BY TITLE COMPANY

The undersigned Title Company hereby acknowledges receipt of the Earnest Money in the amount of $________________, and a copy of this Agreement, and agrees to hold and dispose of the Earnest Money in accordance with the provisions of this Agreement.

Date: __________________, 2024 LAREDO TITLE & ABSTRACT, LTD.

By:

Seller:

Date:_________________ , 2024 LAREDO INDEPENDENT SCHOOL DISTRICT

By:______________________________________

Title: ____________________________________

Name Printed:_____________________________