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HomeMy WebLinkAboutM2017-160 - 09/26/2017 City of Corpus Christi 1201 Leopard Street fcrri `, Corpus Christi,TX 78401 cctexas.corn - . September 26, 2017 \°�,` „= Motion: M2017-160 File Number: 17-1237 Enactment Number: M2017-160 Motion to authorize the City Manager or her authorized representative to execute the attached Settlement Agreement with Corpus Note Acquisitions, LLC to provide for the Owner to make improvements to 625 Gordon Street, with signature page and exhibits as approved by the City Attorney. At a meeting of the City Council on 9/26/2017, this Motion was passed. Aye: 9 Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith, and Council Member Vaughn Abstained: 0 Jo Comb, Mayor Attest: ,L,z';�,� i J--e41`7-• e ecca Huerta, City Secretary City of Corpus Christi Printed on 10/4/17 INDEXED SETTLEMENT AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND CORPUS NOTE ACQUISITIONS,LLC 1. This is a Settlement Agreement (which may be referred to herein as the "Agreement") between the City of Corpus Christi ("City") and Corpus Note Acquisitions, LLC ("Corpus Note"). The City and Corpus Note may be collectively referred to herein as the"Parties". 2. Background. Corpus Note is the owner of eight former apartment buildings (and surrounding property) that comprise forty two (42) apartment units located at 625 Gordon St., Corpus Christi, TX (the "Property"). The Property is more fully described on Exhibit A attached hereto. After Corpus Note became the owner of the Property via foreclosure on August 5, 2014, it removed all of the tenants on the Property. Corpus Note has not received any income from the Property since it became its owner on August 5, 2014. On or about August 7, 2014 Gadi Shushan filed a notice of lis pendens on the Property as indicated by Exhibit B attached hereto, which placed a cloud on Corpus Note's ownership of the Property. As a result of an arbitration ruling made in Corpus Note's favor against Gadi Shushan on June 7, 2016, which ruling was acknowledged and approved on April 10, 2017 by the Court in a suit styled Cause No. 2014DCV-2146-B; Corpus Note Acquisitions, LLC vs. Gadi Shushan, 117th Judicial District Court, Nueces County, Texas, this lis pendens filing has been vacated and accordingly has no force or effect. 3. Prior proceedings. A hearing was held regarding the Property before the City's Building Standards Board (the "Board") on September 28, 2015, and the Board ordered the demolition of the structures on the Property. Corpus Note timely appealed this decision to the City Council of the City, which upheld the decision of the Board on April 19, 2016. Thereafter Corpus Note filed suit against the City challenging the City's decisions regarding the Property in a case styled Cause No. 2016-DCV-2212-B; Corpus Note Acquisitions, LLC vs. City of Corpus Christi, 117th Judicial District Court, Nueces County, Texas (the "Suit"). The Suit remains pending. 4. Summary. In exchange for the dismissal of 'the Suit by means of the motion to dismiss and the accompanying proposed order attached hereto as Exhibit C and Exhibit D, the City agrees that it will not require demolition of any of the current structures on the Property(the carport structures formerly on the Property have already been demolished) subject to the conditions specified below, and will abide by the terms of this Agreement. Corpus Note will also abide by the terms of this Agreement. 5. Agreement regarding security. As part of this agreement, Corpus Note shall provide the following additional security to the Property, within ten(10) days.from the date this Settlement Agreement is approved by the City's City Council (the"Council")until construction is completed or buildings have been demolished on the Property: (1) a stouter fence to more effectively keep unauthorized persons from entering the Property; (2) a person on behalf of Corpus Note shall inspect the Property at least three times a week, and if any unsecure fencing locations or breached boarded up doors or windows are discovered, Corpus Note shall correct the same within 24 hours of discovery(or 48 hours if discovered on a weekend or legal holiday); (3) Corpus Note shall install 1 one or two security cameras on the Property; and (4) Corpus Note shall provide a telephone number that the Corpus Christi Police Department can call at any time regarding any security issue it has regarding the Property. 6. Compliance. Corpus Note shall comply with the City's Code of Ordinances, Chapter 13, Article III, Section 13-3007 through 13-3013. Corpus Note shall keep the premises clean, remove high weeds or brush,board up,and secure and fence the Property as stated herein. Further, Corpus Note shall pay the unpaid back taxes on the Property of$132,026.06 by November 6, 2017 if this Agreement is approved by the City Council within fifteen(15) days prior to that day (if not approved by the City Council within that time, Corpus Note shall pay this amount within fifteen(15) days after the City Council's approval of this Agreement). 7. Early assistance meeting. A meeting will be scheduled by Corpus Note's engineer, James Ward, P.E. (ward.jim(a,gpmeng.com; 852-2342; fax: 852-2343), and Gene Delauro (GeneDAcctexas.com; 826-3025; 658-1415; fax: 826-3239) of the City's development office, within seven(7) days after the City Council approves this Agreement, and the meeting shall occur within thirty(30) days of the City Council's approval of this Agreement. The purposes of this meeting will be to work with the City's Development Services to locate areas of concern to the City's Plan Reviewer(s) and to clear up any potential issues prior to Corpus Note entering the permitting process in order to reduce the time required to issue necessary permits by the City. 8. Benchmark dates. The Parties agrees that the following "Benchmark Dates" shall apply to this Agreement regarding Corpus Note's remodeling of the Property with the intention of making the Property again an apartment complex with tenants living on it. 9. Benchmark No. 1, Within one hundred and fifty (150) days after the signing of this Agreement and its subsequent approval by the City Council,Corpus Note shall complete all design work for the repair,rehabilitation and/or remodeling of the structures on the Property as apartment units,and inform the City in writing that the same has occurred by a writing from Mr.Ward or other representative of Corpus Note delivered to Mr. De Lauro (or his designee). 10. Benchmark No. 2. Within thirty(30) days after completion of all design work Corpus Note shall apply for all necessary permits for the proposed work to make the structures on the Property livable as apartment units. If, after such application, the City requires changes to any of the design documents,Corpus Note shall have an additional thirty(30)days to submit revised design documents responding to the City's comments to the original design documents. 11. Benchmark No. 3. Within sixty (60) days after the City providing to Corpus Note all required permits and other City documentation that is necessary to lawfully begin remodeling of • the Property, Corpus Note by means of a contractor chosen by it will commence work on the building structures on the Property. The Parties agree that "commencement of work" requires initiation of physical construction or repair, rehabilitation, and/or remodeling work on the structures. Site preparation work such as clearing or grading, or mere delivery of construction materials, equipment or dumpsters related to construction activity, will not constitute "commencement of work"for the purposes of this Agreement. 2 • 12. Benchmark No. 4. Within twenty seven (27) months after Corpus Note commences work as defined herein on the building structures on the Property Corpus Note will complete all work on the units on the Property to make them legally habitable under required building codes of the City. In counting these days, the number of days between the time when Corpus Note's below designated representative notifies the City's below named representative (see paragraph 20(B)) in writing that certain work stages have been completed that then requires inspection by the City to determine that the work has been properly done, the time from such notification to the City until the date that the City informs Corpus Note's representative in writing that the work has been inspected and is satisfactory, will not be counted in calculating this time period. If the City finds that the work is not satisfactory the time until the request for next inspection will be counted in this time period. In the event that it is determined that there is asbestos present in the structures on the Property, Corpus Note shall be granted an additional ninety (90) days to complete the work on the Property, and the monetary penalties that may be invoked as described below shall be reduced by 50% to reflect the anticipated substantial additional expense that will be incurred if asbestos is discovered in the structures on the Property. 13. Calculating days. In calculating the above Benchmark Dates, days will not be counted where the contractor (or applicable sub-contractor) doing the work on the Property for Corpus Note cannot properly or safely work due to inclement weather, legal holidays, lack of electrical or water service to the Property, or acts of God that prevent work from being properly staffed, or safely done,to do the then necessary work on the Property. 14. Resolution of any disputes about the calculation of days or applicability of any grace periods. If the City and Corpus Note cannot agree on the calculation of days herein for any purpose, or the applicability of grace periods herein for any purpose, they agree to a fmal and binding resolution of any such dispute by attorney David Dunn (who shall be paid in advance for the estimated time for his work; split equally between the City and Corpus Note). Counsel for the City and counsel for Corpus Note (and/or such persons as they may choose to assist them) shall present their respective positions to Mr. Dunn at an in person meeting at his office (or by written submission and/or telephonic conference call if both the City and Corpus Note agree in writing to the same; email may constitute adequate written agreement to the same). Each party shall have no more than 45 minutes to present their respective positions for each such dispute (30 minutes for its main case and 15 minutes for rebuttal to the other party's case). Mr. Dunn shall provide to counsel a short written decision regarding each such dispute, which shall be final and binding on the City and on Corpus Note. 15. Non-discovery item grace periods. The City and Corpus Note acknowledge that construction timetables could be uncertain. Accordingly the following grace periods shall apply: thirty(30) days for completion of design work (see paragraph 9 above) and sixty(60) days to • complete the work on the Property(see paragraph 12 above). • 16. Discovery items grace periods. If, during the progress of the work on the Property, opening up walls or floors or similar work reveals more damage than could have been reasonably expected, Corpus Note shall provide email notice of the same to the City (the City designates Gene Delauro, for this purpose) and shall inform Mr. Delauro, or Mr. Delauro's designee, in this writing of the number of discovery grace period days that are requested by Corpus Note. The 3 City then has (30) days to inspect the discovered item in person. If it fails to do so by that time, the requested surprise grace period days shall apply. If Mr. Delauro, or Mr. Delauro's designee, inspects, he shall either agree or not with the requested number of discovery grace period days, and his decision regarding the same shall be final and binding. 17. Possible monetary penalties. In the event that work that is supposed to be completed by a particular Benchmark Date, plus any applicable grace period of any kind, is not timely completed, Corpus Note shall pay to the City a penalty of$100 per day from the day after the expiration of the applicable grace period until the work called for by the particular Benchmark Date is completed, provided that, for each Benchmark Date violation that may exist on the Property the penalty shall not exceed$5,000.00. 18. Possible right of demolition. In the event that work called for by a particular Benchmark Date is not completed within thirty one(31) days after the expiration of the applicable grace period, the City may then demolish the non-compliant structure(s) rather than permit Corpus Note to continue with remodeling work on the non-compliant structure(s);provided however,the City shall not have a right to demolish the non-compliant structure(s) on the Property if at the time in question a new roof has been placed on the structure(s), it has been weathered in and is secure, and is in compliance with all applicable City building Codes; further,provided,that if the work has not been completed within twenty seven (27) months from the date of commencement of work (as defined in paragraph 11), plus any grace periods of any kind, the City may demolish the non-compliant structure(s) on the Property. 19. Demolition process. Within fifteen (15) days after the City Council approves this Agreement, Corpus Note shall deliver $150,000.00 payable to Anderson, Lehrman, Bane & Maraist, LLP to Tim Dowling, counsel for Corpus Note, and such funds shall be placed in the law firm trust account of Anderson, Lehrman, Bane & Maraist, LLP. These funds shall remain in this trust account until the City loses any right it may have under this Agreement to demolish any structure(s) on the Property, at which point they may be returned to Corpus Note. If the City has the right to demolish any non-compliant structure(s) on the Property under this Agreement, the amount necessary to demolish any non-compliant structure(s) shall be delivered to the City(not to exceed $150,000.00) within ten (10) days after the City's request for the same in writing from counsel for the City to counsel for Corpus Note. If the actual demolition cost exceeds this $150,000.00, Corpus Note is liable to the City for this additional expense. In the event that demolition of any non-compliant structure(s)is permitted by this Agreement as specified above,the City will direct Corpus Note to obtain a contract to demolish the non-compliant structure(s) within thirty (30) days after the City informs Corpus Note's lawyer (Timothy P. Dowling, Anderson, Lehrman,Barre&Maraist,LLP,Gaslight Square, 1001 Third Street, Suite 1,Corpus Christi,Texas 78404)in writing that it is invoking its right to demolish as set forth in this Agreement. Demolition work shall be completed within'one hundred and five (105) days thereafter by Corpus Note's demolition contractor. If Corpus Note does not meet this thirty(30) day deadline,or its demolition contractor does not meet this one hundred and five (105) day deadline, the City may thereafter demolish any non-compliant structure(s) on the Property by using the $150,000.00 referred to in this paragraph to the extent necessary, and Corpus Note is liable to the City for any additional amount owed in order to demolish the non-compliant structure(s). In calculating days under this paragraph the same provisions for calculating days specified in paragraph 13 shall apply. If prior 4 to, or during, any demolition work that may be called for by this Agreement asbestos or other hazardous materials are discovered in the structure(s),the above thirty(30)day period shall instead be forty five (45) days, and the above one hundred and five(105)day period shall be one hundred and fifty eight(158)days. 20. Desinnated representatives. The Parties hereby designate the following persons as their representatives regarding the implementation of this Agreement: A. Matters regarding any disagreement between the Parties regarding the interpretation of this Agreement: 1. For the City: Assistant City Attorney Mark DeKoch; 1201 Leopard, Corpus Christi, Texas 78401; telephone (361) 826-3360; fax: (361) 826-3239; email address: Markd@cctexas.com (or such other attorney designated in writing to Corpus Note's attorney by the City). 2. For Corpus Note: Timothy Dowling, 1001 Third Street, Suite 1, Corpus Christi, Texas 78404, telephone (361) 884-4981, fax: (361) 884-9618 and email tdowling(a,albmlaw.com. B. All other matters, including but not limited to, whether a particular Benchmark Date has been timely completed, and the counting of time under this Agreement: 1. For the City: Mr. Gene Delauro (GeneD@cctexas.com; (361) 826- 3025; 658-1415; fax: (361) 826-3239)(or such other person designated in writing by the City to Corpus Note's representative identified in the paragraph immediately below). 2. For the general contractor representative of Corpus Note: Corpus Note will designate this person in writing to the person for the City named in the immediately preceding paragraph within 20 days prior to the beginning of the work regarding Benchmark Date No. 3. Prior to this time the designated representative of Corpus Note is James Ward, P.E., 5440 Old Brownsville Rd. Corpus Christi, Texas 78417; telephone (361) 852-2342, fax: (361) 852-2343, and email ward.jim@gpmeng.com (or such other person designated in writing by Corpus Note to the City's representative identified in the paragraph immediately above). Communications between the City and Corpus Note, and Corpus Note and the City,will not be considered as being effective or to have occurred unless the communications are from the party's designated representative to the other party's designated representative.The purpose of this provision is to prevent misunderstandings, miscommunications, and/or one person of either of the Parties providing certain instructions or directions to the other party that are contrary to those of another person affiliated with either of the Parties. 21. Severability. Each provision of this Agreement is intended to be severable. If any terms or 5 provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever,the validity,legality,and enforceability of the remaining provisions hereof shall remain in full force and effect and shall not in any way be affected or impaired thereby. Moreover, to the maximum extent allowed by law, the Parties request that any offending provisions be modified or altered, as necessary, so as to give such provision the maximum permissible effect and application. This Agreement will be construed as if any unenforceable provision had never been contained herein. 22. Controlling law and venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas. Venue of any dispute regarding this Agreement shall lie exclusively in Nueces County, Texas (subject to paragraph 14). 23. Effect. It is expressly understood and agreed that the terms hereof are contractual and not merely recitals and the agreements contained herein and the consideration referred to herein is to compromise and settle disputed claims. The exchange of the consideration described herein shall not be construed as an admission of liability on the part of any party or parties released hereby, all liability or fault being expressly denied. It is stipulated, however, that this Agreement after it is signed by the Parties and approved by the City Council may be pled as a complete bar to any future claim or cause of action that either of the Parties or anyone claiming through or on behalf of any of them,may bring with respect to the rights and/or claims released by this Agreement. 24. No adverse construction. Prior to the execution of this Agreement, each party has had an opportunity to consult with independent counsel of its own choice in negotiating this Agreement, and this Agreement is the result of arms-length negotiations between the Parties. The Parties further acknowledge that no provision hereof, or contained in documents referred to herein that are a part of this Agreement, shall be construed against any of the Parties by virtue of the activities of said Parties in the preparation and/or execution of this Agreement. Therefore 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. All such documents will be construed and interpreted according to their fair meaning and not for or against any party. Accordingly this Agreement shall not be construed under any principle of law or equity that a document should be construed against any particular party for any reason. 25. Acknowledgment of Release and Reliance on Own Judgment. The Parties warrant and represent that no promise or agreement not herein expressed, has been made to any of them and that in executing this Agreement,the Parties are not relying upon any statements or representations made by any of the Parties,their employees, or attorneys.The Parties are relying solely upon their own judgment. Each party acknowledges that it will look only to its own advisors for tax or securities advice or consultation about this Agreement and the transactions described herein, and it is not relying for tax or securities advice on the other side or,their attorneys or advisors. The Parties have made no representations regarding federal income tax liabilities (or other tax liabilities) and the Parties will be responsible for any tax responsibilities or liabilities (if any) which may be incurred as a result of this Agreement. The Parties further acknowledge that they have read this Agreement, and fully understand the rights, privileges and duties under this Agreement and enter into this Agreement freely and voluntarily. This Agreement and the exhibits to it constitute the entire agreement between the Parties pertaining to the settlement of the above- 6 referenced matters, and there have been no promises or representations of any kind made by anyone on behalf of any party released hereby that are not expressly stated in this Agreement. This Agreement and the exhibits to it set forth the entire agreement and understanding between the Parties concerning the subject matter hereof and merges and supersedes all prior discussions, agreements, and understandings of any kind and nature between them. 26. Representation. Corpus Note and the City further warrant and represent that: (1) they are legally competent to enter into this Agreement; (2) this Agreement is in compromise and settlement of disputed claims, (3) no promise or representation, inducement, and/or agreement other than as expressly stated in this Agreement has been made to the other regarding the matters that were, or could have been, alleged in the Suit, and that in entering into this Agreement they are doing so without any reliance on any representation of any kind or character not expressly set forth herein; (4) this Agreement and the exhibits to it contain the entire agreement between the Parties; and (5) the Parties have relied solely and completely upon their own judgment in entering into this Agreement. 27. Continuance of trial. On September 8, 2017, counsel for Corpus Note and counsel for the City submitted an agreed motion to the Court requesting a continuance of the November 6, 2017 trial setting in the Suit along with an accompanying agreed order granting that motion. This motion — and order are attached hereto as Exhibits E and F(Exhibit F also includes the Order the Court signed on September 12, 2017 regarding this Motion). 28. Approval of this Agreement by the City Council. Counsel for the City shall use his best reasonable efforts to have the settlement embodied by this Agreement placed on the City Council's agenda on or before September 26, 2017, and failing that, as soon as possible thereafter. The Parties agree that this Agreement is not final or binding upon them until this Agreement is approved by the City Council. Counsel for the City shall deliver to counsel for Corpus Note written proof of the City Council's approval of this Agreement within three work days after the City Council approves this Agreement. Within ten days after this Agreement is approved by the City Council, the Parties shall file the agreed motion and order to dismiss the Suit that are attached hereto as Exhibit C and D. 29. Succession. All terms,provisions, covenants and conditions contained in this Agreement and the exhibits to it shall apply to and inure to the benefit of and be binding upon the Parties and any of their respective successors, assigns, agents, attorneys, and representatives, and all persons, natural or otherwise, in privity with any of them, whether or not specifically named herein, their respective successors in interest and legal representatives, heirs, executors, administrators,successors and assigns. The terms of this Agreement shall apply to any successor to Corpus Note and to any transferee owner of the Property prior to completion of the remodeling •of the Property contemplated by this Agreement. The Parties shall execute a Memorandum of Settlement Agreement (the "Memorandum"), attached hereto as Exhibit G, reflecting the terms hereof, and counsel for the City shall record the Memorandum in the appropriate real property records of Nueces County,Texas. Nothing contained in this Memorandum is to.be construed as altering any term or provision of this Agreement. 7 30. Mediation. Subject to paragraph 14 of this Agreement, if one or more disputes arise with regard to the interpretation and/or performance of this Agreement or any of its provisions, the Parties agree to attempt to resolve the same with Corpus Christi attorney David Dunn (who mediated the Suit on September 6, 2017) within ten days after the dispute arises. If a party refuses to mediate,then that party may not recover attorney's fees or costs in any litigation brought to construe or enforce this Agreement. Otherwise, if mediation is unsuccessful, then the prevailing party or parties in such litigation shall be entitled to recover reasonable attorney's fees and expenses, including the cost of the unsuccessful mediation. 31. Integrated Agreements. It is expressly understood and agreed that this Agreement may not be altered, amended, waived, modified, or otherwise changed in any respect or particular whatsoever, except in writing, which writing must be signed by an authorized representative of the party(or parties) signing any such writing.The Parties further acknowledge and agree that they will make no claims at any time or place that this Agreement has been orally supplemented, modified, or altered in any respect whatsoever. 32. Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 33. No third party beneficiaries. The Parties do not intend that any person or entity, other than the Parties, to be a direct, incidental, or any other type of beneficiary of this Agreement. The Parties expressly disclaim any intention to benefit by the execution of this Agreement any other person or entity who is not a party to this Agreement. 34. Counterparts. This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument, and any of the Parties hereto may execute this Agreement by signing any such counterpart. Faxed or emailed signatures to this Agreement shall have the same effect as original signatures. 35. Conditions. The obligations of the Parties to this Agreement shall be subject to the satisfaction of the conditions provided for herein, and the delivery or exchange of the property, documents, and agreements provided for herein. 36. Further assurances. All parties agree to execute all further documents that may be reasonably necessary for carrying out the terms and conditions of this Agreement. 37. Fees and expenses. Each party shall pay its own attorney's fees, expenses, and costs. 38. Captions. The captions of this Agreement are intended for convenience only and shall have no effect upon the interpretation of this Agreement. Signed by all parties hereto on the dates set forth in their respective acknowledgements below. 8 City of Corpus Christi By:Police Captain Anthony Sanders,its aut ized re se e Anthony Sanders,Police Captain Corpus Note Acqusitions LLC By: G Shibayama Title: Manager and sole owner STATE OF TEXAS § COUNTY OF NUECES § BEFORE ME, the undersigned Notary Public, on this day personally appeared Police Captain Anthony Sanders, known to me to be the person whose name is subscribed to the foregoing instrument, who acknowledged to me that he executed the same on behalf of City of Corpus Christi for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN BEFORE ME, the undersigned authority, on this day of September, 2017. 49 � otary W 3 RIVERA Notary ublic-Statep of "1-1V,, ���� *®* Notary ID 1:581778-9 MyCommission Expires: , d My Commiuion Expires 'zap`` 07/09/2020 • STATE OF § COUNTY OF § 9 City of Corpus Christi By:Police Captain Anthony Sanders,its authorized representative Anthony Sanders,Police Captain Corpus Note Acqusitiions LLC By:G Shibayam Title:Manager and sole owner STATE OF TEXAS COUNTY OF NUECES § BEFORE ME, the undersigned Notary Public, on this day ersonall y eared Captain Anthony Sanders, known to me to be the person whose name is subs bed oolice the foregoing instrument, who acknowledged to me that he executed the same on behalf of City of Corpus Christi for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN BEFORE ME, the undersigned. authority, on this day of September,20]7. Notary Public-State of My Commission Expires: - STATE OF § COUNTY OF § 9 • • • C eL f ORNIA:itmi !" AFFIANT STA•T miVlEN GOVERNMENT CODE§8202 �`"r..�"•oaSr�-•v..��,.-rs,�?::7'2.�3:�s:�ra�'z �s;�'FsL_��:!`.�'�"F-iiaverr.�.�.:��.�'t'xs.<r:Ssi�dvr!t:' .:,'tt�`c=�< .�� "'?r OSee Attached Document(Notary to cross out lines 1-6 below) 0 See Statement Below(Lines 1-6 to be completed only by document signer[s],not Notary) • 2 • • • Signature ofDocument Signer No. 1 Signature of Document Signer No.2(Jr any); A notary public or other officer completing this certificate verifies Only the Identity of the individual who signed the- . document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. • State of California: Subscribed and sworn to (or of hissed) before me County of San Francisco on this 8 day.of:SE },At:s .; 20 11 . , by Date . Month Year • • ANNALIMBO (and. (2) ), Notary Public-Cali!om a . >. Name(s)of Signer(s) San Francisco County Commissiona21994i4 - My Comm.Expires May 28.2021 proved to me on the basis of satisfactory evidence • to be the persons who appeared before me. • • • Signature_ . '/��� Place Nbtaiy Seal Abolve Signgro)ettiklotaly Public OPTIONAL . :.- . • Though this section is optional, completing.thisinformation can deter alteration of the document or fraudulent reaitachment of this form to an unintended document. Description of Attached Document Title:or Type of Document: ' Document Date: • Number of Pages: Signers)Other Than Named Above: ©201,6 National otary Association•www.NationalNotaiy.org,1-800-US NOTARY(1-800-876-6827) Item 1;5910 EXHIBITS TO SETTLEMENT AGREEMENT Exhibit A: Full description of Property(625 Gordon St., Corpus Christi,Texas) Exhibit B: Notice of lis pendens Exhibit C: Motion to Dismiss Exhibit D: Order of Dismissal Exhibit E: Parties' Agreed Motion for Continuance Exhibit F: Agreed Order for Continuance(including order signed by the Court on September 12, 2017) Exhibit G: Memorandum of Settlement Agreement Corpus Note Gordon—City of Corpus Christi/Other/Final 9-18-17 settlement agreement 11 Legal description of the Property (625 Gordon Street, Corpus Christi, Texas) The Southwest 24.4' of Lot Nine (9), all of Lots Ten (10), Eleven (1 1) and Twelve (12), and all of Lot Thirteen (13), SAVE AND EXCEPT the Northeast 5.12' thereof and being all of said Lot Thirteen (13): lying Southwest of a line drawn parallel to and 5.12' Southwest of the Northeast boundary line of said lot; all in Block Forty (40), LINDALE PARK SUBDIVISION SECTION 4, a Subdivision of the City of Corpus Christi, Texas as shown by the map or plat thereof recorded in Volume 11, Page 14, Map Records of Nueces County, Texas, to which reference is here made for all pertinent purposes. EXHIBIT Dote 20140304-40 NOTICE OF LIS PENDENS STATE OF TEXAS §` NUECES COUNTY § NOTICE IS HEREBY GIVEN that Cause No.2014DCV 3528-E,styled Gadi Shushan, et a1.,:v Corpus Note Acquisition,LLC et aL,is pending in the 148 District Court ofNueces•County, Texas.The action involves the title to real property situated in Nueces County,Texas as described as follows: The Southwest 24.4 of Lot Nine(9),all of Lots Ten(10),Eleven(11)and Twelve (12)and ail ofL,ot Thirteen(13)lying Southwest on aline drawn parallel to and 5.12' thereof and being all of Northeast boundary line of said Lot;all in Block Forth(40), LE .E PARK SUBDIVISION SECTION 4,a subdivision of the city of Corpus Christi,Texas as shown by the map or plat thereof recorded in Volume 11,Page 14, map records of Nueces County, Texas to which i frx uce is here made.for all pertinent purposes. Specifically,the Plaintiffs are asking the Court to Order that Defendants committed fraud in order to induce Plaintiff into entering a contract'which lead to the loss of the above referenced property.Plaintiff is further aCling the court for a declaratory judgment that the foreclosure which took place on or about August 5,2014 is set aside and void. SIGNED this 7th day of August,2014. By:Galli Shn&han, Individually and as member of Gordon Street Apartments,LLC • EXHIBIT 8 • • • Ai i NOWLEI) aNT " ATE OF TEXAS • 1. NI,ECES.i OUNTY § foregoing instli earl was eeknowiedged bef'oie ne on this.7th day of August 2014,by . eek .54 d� / MA/2* 11 . 12.. em Caduldt.....' • =, •gilif) , : . . Notary ' ;lic,State of Texas . N fi r_ 11 . ' v c;wi iss on expires: . c C, 6- co oI a p�• ' vrt, 5u1i--.; ifo • . . • . Doct 2011.4030440 T Pases 2 • Qg/O712014 12:02P11 Off inial Records of 4UECES COUNTY D/AHA T. BARRERA COMITY CLERK Fees'9€4.1P • • ilns provision herein :which restricts the SaIeT Rental or use of the described REAL PROPERTY beetuse of Race, Colin./ Relisionp .Sex, HandicuPI Familial Status' or Natianel Origin is invalid and unenforceabie. . ander FEDERAL LAW: 5/12M. • STATE OF TEXAS C0UI4TY:W ROECES - . . I hereby certify that this instrument was FILED. in file number sequence on the dateand at the ti®e staaoed herein bs ee, and waS duly RECORDED in the Official Public Records of i4ueces_Counts, Texas • Diana T. Baryes . CAUSE NO. 2016DCV-2212-B CORPUS NOTE ACQUISITIONS, LLC § IN THE DISTRICT COURT v. § 117th JUDICIAL DISTRICT CITY OF CORPUS CHRISTI § § NUECES COUNTY,TEXAS AGREED MOTION TO DISMISS TO HONORABLE JUDGE OF THIS COURT: 1. Corpus Note Acquisitions,LLC,Plaintiff, and City of Corpus Christi,Defendant, in the above styled and numbered cause and file this their Agreed Motion to Dismiss,and would respectfully show the Court the following. 2. The parties have agreed to a full and final settlement of the claims which they have,or could have,asserted against one another in this case. The parties respectfully request that the Court dismiss(1) all claims asserted, or that could have been asserted,by Plaintiff, Corpus Note Acquisitions, LLC, against Defendant, City of Corpus Christi in this suit; and(2).all claims asserted,or could have been asserted,by Defendant,City of Corpus Christi, against Plaintiff Corpus Note Acquisitions, LLC in this suit, with prejudice and with costs of court to be paid by the party incurring the same. The parties request that the Court grant this Motion by signing the Agreed Order of Dismissal attached hereto as Exhibit 1. Agreed to and respectfully submitted, ls/ Timothy P. Dowling Timothy P. Dowling State Bar No. 06083900 Anderson, Lehrman, Barre& Maraist, LLP Counsel for Plaintiff Corpus Note Acquisitions,.LLC EXHIBIT 1001 Third St., Suite 1 Corpus Christi,Texas 78404 Telephone: (361)884-4981 Fax: (361)884-1286 Email; tdowling@albmlaw.com albmlaw.com /s/Mark DeKoch State Bar No. 05722500 Assistant City Attorney for Defendant City of Corpus Christi Legal Department P.O..Box 9277 Corpus Christi,Texas 78469-9277 • (361) 826-3360 Fax: (361) 826-3239 Email: Markd@cctexas.coin • Corpus Note Gordon/Pleadings/Agreed Motion to Dismiss 2 CAUSE NO. 2016DCV-2212-B CORPUS NOTE ACQUISITIONS,LLC § IN THE DISTRICT COURT v• § 117`h JUDICIAL DISTRICT CITY OF CORPUS CHRISTI § § NUECES COUNTY,TEXAS AGREED ORDER OF DISMISSAL Be it remembered that on the day and date herein below set out, came on to be heard the above-styled and numbered cause, wherein Plaintiff;Corpus Note Acquisitions, LLC, and Defendant, City of Corpus Christi, by and through their respective counsel of record,announced to the Court that they have arrived at a settlement resolving all of the controversies existing between them and made the basis of this suit. Therefore all claims that either party has asserted, or could have asserted, against the other in this suit are hereby dismissed with prejudice.All costs are adjudged against the party incurring the same. SIGNED on this day of ,2017 JUDGE PRESIDING AGREED TO: ls/ Timothy P. Dowling Timothy P. Dowling State Bar No. 06083900 Anderson, Lehrman,Bane& Maraist, LLP EXHIBIT Counsel for Plaintiff PlainsCapital Bank 1001 Third St., Suite 1 Corpus Christi,Texas 78404 Telephone: (361) 884-4981 FAX: (361) 884-1286 Email:tdowling@albmlaw.com /s/ Mark DeKoch State Bar No. 05722500 Assistant City Attorney City of Corpus Christi Legal Department P.O. Box 9277 Corpus Christi,Texas 78469-9277 (361) 826-3360 • Fax(361) 826-3239 Email: Markd@cctexas.com Corpus Note Gordon/Pleadings/Agreed Order of Dismissal CAUSE NO. 2016DCV-2212-B CORPUS NOTE ACQUISITIONS, LLC § IN THE DISTRICT COURT v. § 117th JUDICIAL DISTRICT CITY OF CORPUS CHRISTI § § NUECES COUNTY,TEXAS PARTIES' AGREED MOTION FOR CONTINUANCE TO THE HONORABLE JUDGE OF THIS COURT: Now come Plaintiff Corpus Note Acquisitions, LLC and Defendant City of Corpus Christi in the above entitled and numbered case and hereby file this Agreed Motion for Continuance and in support thereof would show unto the Court the following. 1. This case is currently set for trial on November 6, 2017. The parties participated in a fruitful mediation on September 6, 2017 that resulted in a tentative settlement. The reason that the settlement is tentative is that it cannot be finalized until it is approved by the City Council of defendant City of Corpus Christi. When this matter can be placed on the agenda of the City Council is uncertain, and it may not be able to be placed on the agenda for multiple weeks. In light of the November 6, 2017 upcoming trial date, there are many imminent pre-trial deadlines. Counsel for the City believes it is likely that the City Council will approve the settlement, and it would be an unwise use of the City's resources, and those of Plaintiff, to spend time in incurring the very substantial legal expense (which includes depositions)preparing for a trial on November 6, 2017 that very likely will be unnecessary. Therefore the parties jointly request that the Court at this time continue the November 6, 2017 trial. The parties plan to file a pleading with the Court by October 20, 2017 advising the Court that this case will be dismissed, or in the unlikely event the City Council does not approve the settlement, they will request at that time a new prompt EXHIBIT trial date after November 6, 2017 with updated pre-trial deadlines pursuant to a subsequent Docket Control Order. 2. The parties respectively request that the Court grant this Motion. This Motionis• not . being made for purposes.of delay but rather so that the ends of justice may be served. - 3. Wherefore premises considered, Plaintiff and Defendant jointly respectfully request that the Court grant this agreed Motion for Continuance by signing the, proposed agreed order attached here to as Exhibit A and grant them such further-additional relief as they may jointly request. R.- 6 ectfully s limitted/ , sl Timoth P. Dow1¢n_ • State Bar No. 06083900 Anderson; Lehrman, Barre&Maraist, LLP Counsel for Corpus Note Acquisistions,LLC 1001 Third St., Suite 1 Corpus-Christi,Texas78401 (361) 884-4981 Fax (361) 884-1286 Email: tdowling(2i albmlaw.com Respectfully submitted, ls/ Mark DeKoch State Bar No. 05722500 Assistant City Attorney City of Corpus Christi . Legal Department P.O.Box 9277 Corpus Christi,Texas 78469-9277 (361) 826-3360 •Fax (361).826-3239 Email: Markd@cctexas.com CERTIFICATE OF SERVICE The undersigned attorney hereby certifies that on September 8, 2017, a true and correct copy of the foregoing pleading was served on Defendant's counsel named below in the manner indicated below: By fax transmittal(361) 826-3239 Mark DeKoch Assistant City Attorney City of Corpus Christi Legal Department P.O. Box 9277 - Corpus Christi,Texas 78469. f ,' Is! Timothy P. owling • Corpus Note Gordon/Pleadings/Parties Agreed Motion for Continuance • CAUSE NO. 2016-DCV-2212-B CORPUS NOTE ACQUISITIONS, LLC § IN THE DISTRICT COURT § 117TH JUDICIAL DISTRICT VS. § CITY OF CORPUS CHRISTI § § NUECES COUNTY,TEXAS PARTIES' AGREED ORDER FOR CONTINUANCE Be it remembered that the Parties' Agreed Motion for Continuance("Motion")came on to be heard and the Court after hearing the evidence,arguments of counsel,and examining the relevant pleadings,is of the opinion that the Motion should be GRANTED. IT IS THEREFORE, ORDERED,ADJUDGED and DECREED that the Motion is granted. The trial of this case currently scheduled for November 6,2017 is hereby continued.By October 20, 2017 the parties shall inform the court manager of this Court,if a new trial date is needed or whether this case will be dismissed and they shall also by the same time file a pleading so stating. SIGNED on this the day of •,2017. SANDRA WATTS,JUDGE PRESIDING AGREED AND APPROVED BY: /s/Timothy P. Dowling State Bar No. 06083900 Anderson, Lehrman, Barre&Maraist,LLP EXHIBIT Counsel for Plaintiff Corpus Note Acquisitions,LLC 1001 Third St., Suite 1 Corpus Christi,Texas 78404 (361)884-4981 Fax(361) 884-1286 Email:tdowling@albmlaw.com /s/Mark DeKoch State Bar No. 05722500 Assistant City Attorney for Defendant City of Corpus Christi Legal Department P.O. Box 9277 Corpus Christi,Texas 78469-9277 (361)826-3360 Fax(361) 826-3239 Email: Markd@cctexas.com Corpus Note Gordon/Pleadings/Agreed Order for Continuance RECEIVED 09/12/2017 04:22PM 01/15/2013 23:50 3618880589 PAGE 01/02 Filed 9/8/2017 3:04 PM Anne Lorentzen District Clerk Nuaces County,Texas CAUSE NO.2016-DCV-22]2-B CORPUS NOTE ACQUISITIONS,LLC § IN THE DISTRICT COURT VS § 117TH JUDICIAL DISTRICT CITY OF CORPUS CHRISTI § § NUECES COUNTY,TEXAS PARTIES'AGREED ORDER FOR CONTINUANCE Be it remembered that the Parties'Agreed Motion for Continuance("Motion")came on to be heard and the Court after hearing the evidence,arguments of counsel,and examining the relevantpleadings,is of the opinion that the Motion'should be GRANTED. IT IS THEREFORE,ORDERED,ADJUDGED and DECREED that the Motion is granted.The tdal of this case currently scheduled for November 6,2017 is hereby continued.By October 20,2017 the parties•shall inform the court manager of this Court if a new trial date is needed or whether this case will be dismissed and they shall also by the same time file a pleading so stating. Th)5 (q.Q 15 ritt for R 6 ��arin on DC.$ 2 2Di7 to. 3na . 4 SIGNED on this the `Z.^ day of ,2017.ZS RA WATTS,JUDGE PRESIDING AGREED AND APPROVED BY: • Is/Timothy P.D2wlingr - State Bar No.06083900 Anderson,Lehrman,Barre&Maraist,LLP RECEIVED.. 09/12/2017 04:22PM • 01/15/2013 23:50 3618880589 PAGE 02/02 Counsel for Plaintiff Corpus Note Acquisitions,LLC :1001 Third St.,Suite 1 Corpus Christi,Texas 78404 (361)884-4981 Pax(361)884-1286 Email:tdowling@a,albmlaw.com : / t�Iark DeKoch. State Bar No.05722500 Assistant City Attorney for Defendant City of Corpus Christi Legal Department P.O.Box 9277 Corpus Christi,Texas 7.8469-9277 (361)826-3360 Fax(361)826-3239 Email:Marls.d(acctexas.com, • • Corpus dote Gordon/Plcadings/Agn:ed Order for Continuance MEMORANDUM OF SETTLEMENT AGREEMENT STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: EXHIBIT COUNTY OF NUECES § Date: Parties: Corpus Note Acquisitions, LLC, whose address is 2269 Chestnut St. #224, San Francisco. CA 94123, email: oystersf@gmail.com. The City of Corpus Christi,whose address is 1201 Leopard St.,Corpus Christi, TX 78401. Property: SEE EXHIBIT A—Full Legal Description of Property(625 Gordon n St., Corpus Christi,Texas) WHEREAS, the City of Corpus Christi (the "City") and Corpus Note Acquisitions, LLC ("Corpus Note") have entered into a Settlement Agreement (hereinafter referred to as the "Agreement") dated September. , 2017, , which was approved by the City Council of the City.on ,2017. WHEREAS, the Agreement sets forth in detail certain rights and obligations of the Parties with respect to the repair, rehabilitation and/or remodeling of the structures on the Property. WHEREAS,this Memorandum of Settlement Agreement(hereinafter"Memorandum")is executed by the City and Corpus Note for the sole purpose of giving public notice of the existence of the Agreement. The recordation of this Memorandum is in lieu of, and with like effect as,the recordation of the Agreement. WHEREAS, this Memorandum shall not be construed to modify, change, vary or interpret the original Agreement.• • WHEREAS, if the Agreement is by its own terms rendered fully satisfied, discharged, terminated, and/or null and void, this Memorandum is of no further force and effect. If Corpus Note believes that any rights of the City under the Agreement have terminated, Corpus Note may provide written notice (the "Notice") of the same to the City by sending written notice by certified mail return receipt requested to the then City Attorney of the City. If Corpus Note within twenty days after the Notice was delivered to the City Attorney does not receive a written reply to the Notice listing any rights the City believes it still has under the Agreement, any rights of the City under the Agreement will be terminated, and Corpus Note may thereafter file an appropriate document in the real estate records of Nueces County, Texas indicating that this Memorandum of Settlement Agreement (and the Agreement)is. of no further force and effect. Alternatively, if the City timely responds prior to the above deadline by its written notice to Corpus Notes stating that the City believes it still has rights under the Agreement, the same shall be resolved by attorney David Dunn of Corpus Christi, Texas in a binding arbitration held within 45 days after the City delivers its notice to Corpus Note (the City and Corpus Note shall equally split Mr. Dunn's fees and expenses and pay him in advance). The rules of the American Arbitration Association shall apply to this arbitration, except those provisions of the American Arbitration Association's rules that provide that the American Arbitration Association will be involved in any way with the arbitration. If Mr. Dunn is unable or unwilling to serve as the arbitrator, the City and Corpus Note shall attempt to agree on an alternative arbitrator. If they fail to agree within ten days after it is known that Mr. Dunn is unwilling or unable to serve as the arbitrator, the City and Corpus Note shall each submit in writing to the other a proposed experienced (three or more prior arbitration rulings) arbitrator (who is an attorney licensed in Texas) located in Corpus Christi, Texas (but not Andrew Lehrman or an employee of the City, or a lawyer who was formerly employed by the City, or is, or who has, served as an attorney for the City or for Corpus Note). Who the arbitrator is from among the two possibilities shall be determined by coin toss, with the City given the right to "call it" (heads or tails). If the arbitrator's ruling is that Corpus Note has met its obligations under the Agreement, Corpus Note may file a document in the real estate records of Nueces County that reflects that the Agreement (and this Memorandum of Settlement Agreement) is no longer in effect. 2 NOW THEREFORE, all prospective assignees, mortgagees or other parties claiming some interest or acquiring some interest by, through, or under any of the above-mentioned Parties regarding the Property are put on notice of the Agreement, and that the Agreement contains terms, conditions and other provisions which limit and restrict the rights of the Parties in relation to their specific interests in and to the Property. If a party requests that Corpus Note provide it a copy of the Agreement, Corpus Note may provide this party a copy of the Agreement if it wishes. If any party requests a copy of the Agreement from the City, the City shall comply with Chapter 552 of the Government:Code, also known as the Texas Public Information Act. • [Signatures on the Following Page] 3 THE CITY OF CORPUS CORPUS NOTE: CHRISTI: By: Anthony Sanders By: Gen Shibayama Title: Captain, Corpus Christi Police Title: Sole Manager Department STATE OF TEXAS § § . COUNTY OF NUECES § BEFORE ME, the undersigned Notary Public, on this day personally appeared Police Captain Anthony Sanders, known to me to be the person whose name is subscribed to the foregoing instrument, who acknowledged to me that he executed the same on behalf of City of Corpus Christi for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN BEFORE ME, the undersignedauthority, on this .. day of ,2017. Notary Public- State of My Commission Expires: STATE OF TEXAS § COUNTY OF NUECES § BEFORE ME,the undersigned Notary Public, on this day personally appeared Mr. Gen Shibayama, known to me to be the person whose name is subscribed to the foregoing instrument, who acknowledged to me that he executed the same on behalf of Corpus Note Acquisitions LLC for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN BEFORE ME, the undersigned authority, on this day of , 2017. • Notary Public- State of My Commission Expires: 4