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HomeMy WebLinkAboutC2022-149 - 2/22/2022 - Approved Page 1 of 8 CONTRACT FOR SALE OF REAL PROPERTY THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS COUNTY OF NUECES § THIS REAL PROPERTY EXCHANGE AGREEMENT ("Agreement")is between City of Corpus Christi, a Texas Home-rule Municipal Corporation, of 1201 Leopard St, Corpus Christi, Nueces County, Texas (referred to in this Agreement as "City") and Lands Greenwood 2018, LLC, a Texas Limited Liability Company of 345 Bermuda PI, Corpus Christi, TX 78411 and MPM Development LP, a Texas Limited Partnership, of 426 S. Staples, Corpus Christi, TX 78401, Nueces County,Texas (referred to collectively in this Agreement as "Buyer"), on the terms set forth in this Agreement. ARTICLE 1 PURCHASE AND SALE 1.01. City sells and agrees to convey, and Buyer purchases and agrees to pay for, the tract of land containing approximately 32.8 acres of land located in Nueces County, Texas, being more particularly describedas follows: LOT 11, SECTION 34, FLOUR BLUFF & ENCINAL FARM GARDEN TRACT and LOT 2, SECTION 35, FLOUR BLUFF & ENCINAL FARM GARDEN TRACT less a reserved area (approximately 11.8 acres) consisting of Starry Circle and the land in the FEMA base flood elevation, as shown in Exhibit A., attached to and incorporated in this Agreement by reference.The correct legal description will be determined from the survey provided for in this Agreement which, upon completion and approval, shall be attached to this Agreement as Exhibit B and incorporated into it by this reference. This sale and purchase include all surface rights and appurtenances pertaining to the property. The real property described above, and any rights or appurtenances are referred to in this Agreement as the "Oso Tract 2." ARTICLE 2 SALES PRICE Amount of Sales Price 2.01. The sales price for the Oso Tract2 will be $1,000,000 cash. 2.02. The full amount of the Sales Price will be payable in cash at the closing. ARTICLE 3 BUYER'S AND CITY'SOBLIGATIONS Conditions to Buyer's Obligations 3.01. The Buyer's obligations under this Agreement are subject to the satisfaction of each of the following conditions. Survey Contract of Sale— Oso Tract 2 SCANNED Page 2 of 8 3.02. Within 30 days from the date of this Agreement, Buyer, at City's expense, will provide a current survey of the Oso Tract 2, prepared by a licensed Texas land surveyor acceptable to City. The survey will be staked on the ground, and will show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights-of-way on or adjacent to the Oso Tract 2, if any. The survey will contain the surveyor's certification that there are no encroachments on the property and will set forth the number of total acres and the number of net acres comprising the Oso Tract 2, together with a metes and bounds description. The term net acres will mean the number of acrescontained in the Oso Tract 2, exclusive of any land lying within any alleys, streets or roads or the right of-way lines of public roads, streets, alleys, or railroads, or within the boundaries of utility easements or creeks, rivers, or other water courses and will be calculated to the nearest 100th of an acre. City will have 10 days after receipt of the survey to review and approve it. In the event any portion of the survey is unacceptable to City, City must, within the 10-day period, give Buyer written notice of this fact. Buyer will promptly undertake to eliminate or modify all the unacceptable portions to the reasonable satisfaction of City. City's failure to give Buyer this written notice will be deemed to be City's acceptance of the survey. ARTICLE 4 CLOSING The closing will be held at the office of First Title Company, 5402 Holly Rd., Bldg. B, Ste. 2202, Corpus Christi, Texas, on or before May 1, 2022, at a time and date agreed on by City and Buyer.ln the event that the conditions of Paragraphs Article 3 have not been satisfied on the scheduled date of the Closing, the date of the Closing of may be extended an additional 30 days or other time as agreed to by the parties to allow completion of the survey. At the closing City will: (1) Deliver to Buyer a properly executed and acknowledged Special Warranty Deed conveying marketable title in fee simple to all of the Oso Tract 2, (2) Deliver to Buyer a Texas Owner's Title Policy, at City's expense, issued by First Title Company, 5402 Holly Rd., Bldg. B, Ste. 2202, Corpus Christi, Texas, in Buyer's favor in the full amount of the sales price, insuring Buyer's fee simple title to the Oso Tract 2. (3) Deliver to Buyer possession of the Oso Tract 2. At Closing Buyer will: (1) Deliver to City 31,000,000 cash. All costs and expenses of closing in consummating the sale and purchase of the Oso Tract 2 will paid as follows: (a) Title Policy for Oso Tract 2 paid by City. (b) Each party will pay one-half of Escrow fees. (c) Survey for Oso Tract 2 paid by City. (d) Each party will pay one-half of Filing fees. Contract of Sale— Oso Tract 2 Page 3 of 8 (e) Each party will pay one-half of Attorney's fees. ARTICLE 5 BREACH BY CITY If City fails to fully and timely perform any of its obligations under this Agreement or fails to consummate the sale of the Oso Tract 2 for any reason, except Buyer's default, Buyer may: (1) enforce specific performance of this Agreement; (2) request that the Escrow Deposit will be returned by the title company to Buyer; or (3) bring suit for damages against City. ARTICLE 6 BREACH BY BUYER In the event Buyer fails to consummate the purchase of the Oso Tract 2, if City is not in default under this Agreement, City will have the right to (1) bring suit for damages against Buyer; or (2) receive the Escrow Deposit from the title company, as liquidated damages for the failure of Buyer to perform the duties imposed on it by the terms of this Agreement. If City opts to receive the Escrow Deposit, City agrees to accept this cash payment as total damages and as City's only remedy under this Agreement in the event of Buyer's default. ARTICLE 7 PURCHASE OF PROPERTY "AS IS" 7.01 This sale is pursuant to a Request for Bids. As advertised by the request for bid, the surface estate of the property, together with any improvements thereon, shall be sold "as is, where is, with all latent and patent defects and faults." There is no warranty of any kind by the City. All warranties other than of title are excluded, including that any property is fit for a particular purpose. 7.02. Buyer acknowledges and agrees that Buyer is purchasing the property "AS-IS" "WHERE- IS" and "WITH ALL FAULTS" without any warranties, representations or guarantees, either expressed or implied, of any kind, nature or type whatsoever from or on behalf of City. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that City hereby expressly disclaims any and all implied warranties concerning the condition of the property and any portions thereof, including but not limited to environmental conditions, presence or absence of hazardous materials and implied warranties of habitability, merchantability or fitness for a particular purpose. 7.03. Buyer acknowledges and agrees that BUYER HAS NOT RELIED, AND WILL NOT RELY, upon any representations or warranties (oral or written) made by, or purportedly made on behalf of, City unless such representations and warranties are expressly set forth in this Contract. Except as otherwise specifically provided in this Contract, Buyer agrees that no representation by or on behalf of City have been made to Buyer as to the condition of the Property, any restrictions related to the condition of the Property, any restrictions related to the development of the Property, the applicability of or compliance with any governmental requirements, including but not limited to environmental laws or the suitability of the Property for any purpose whatsoever. 7.04 It is the buyer's responsibility for inspections, zoning, environmental assessments, engineering studies, mechanical inspections, pest control, etc. Such inspections will be at the expense of the buyer. The buyer will be responsible for being familiar with the property location Contract of Sale— Oso Tract 2 Page 4 of 8 and zoning. FAILURE to do so will be at the buyer's risk. Property is zoned FR - Farm-Rural zoning district. 7.05. Buyer releases City from any claims it may have against the City now or in the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A §§ 9601 et seq. as amended; the Resource Conservation and Recovery Act, 42 U.S.C.A. §§6901 et seq. as amended; the Texas Solid Waste Disposal Act, Tex. Health & Safety Code §§ 361.001 et seq. as amended; any other analogous state or federal statute; and common law arising from the environmental conditions of the Property or the presence of hazardous substances, solid wastes, or any other pollutants or contaminants on the Property. ARTICLE 8 MISCELLANEOUS Assignment of Agreement 8.01. (a) This Agreement may not be assigned without the express written consent of Buyer andCity. Survival of Covenants (b) Any of the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing of the transactions contemplated by this Agreement, will survive the closing. Notice (c) Any notice required or permitted to be delivered under this Agreement will be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to either City or Buyer, as appropriate, at the address set forth opposite the signature of that party. Texas Law to Apply (d) This Agreement will be construed in accordance with the laws of the State of Texas, and all obligations of the parties created under this Agreement are performable in Nueces County, Texas. Parties Bound (e) This Agreement will be binding on and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns, as permitted by this Agreement. Legal Construction (f) In case any one or more of the provisions contained in this Agreement for any reason is held invalid, this invalidity will not affect any other provision of this Agreement, which will be construed as if the invalid or unenforceable provision had never existed. Prior Agreements Superseded Contract of Sale— Oso Tract 2 Page 5 of 8 (g) This Agreement constitutes the only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Agreement. Time of Essence (h) Time is of the essence in this Agreement. Compliance (i) In accordance with the requirements of Section 20 of the Texas Real Estate License Act, Buyer is advised that it should be furnished with or obtain a policy of title insurance or Buyer should have the abstract covering the Oso Tract 2 examined by an attorney of Buyer's own choosing. Remainder of page intentionally left blank; signature page to follow. Contract of Sale— Oso Tract 2 Page 6 of 8 EXECUTED AS DATED BELOW. CITY 17f 22- Pet anoni, City anager Date City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469 APPROVED AS TO FORM: A4/r713 13-ZL Assistant City Attorney Buck Brice BUYER Christopher P Monta vo, Director Date Lands Greenwood 2018, LLC 345 Bermuda PI Corpus Christi, Tx 78411 BUYER j !— /03 % 2 Nader Karimi, Director Date Lands Greenwood 2018, LLC 345 Bermuda PI Corpus Christi, Tx 78411 BUYER Li- l1- 2z Moses Mostaghasi, General Partner Date MPM Development LP 426 S. Staples Corpus Christi, Tx 78401 (L (33 V AUTNORItt► • ATTEST: \' I . �.��. . A A0 ('OUIFCII..a jC.:.�..:..�.,�, REB CCA HUERTA ����/5(_,_ � CITY SECRETARY SteRtrAf'li Contract of Sale— Oso Tract 2 ilpr gift ` (} '1. ♦ /��'�. m 10 T., il CO v n 0 f • !z-..r- z f 'i x ,r,',....• r m a d a B elt -•'., • , y m 4 t a '2 -••c• ' a 41 m o �. - ' ••c+ tea, 'I) Q , o Cr'T ' .} d a Q LL • L �� V Z 'I IZ N t O �C m N y,,. u as N W1 � ."E' a) a • ,• SSS . P;. ►){' �. S'. 4`. am ' ' t.. i • 0 .-,-. ,IlIllk '''''' a f, t «`a.' : .n r. 11 � n p S , ti. . • O w : A !* •� 44 0 - C:0.3 11. � as • i'-' -IVY.— • 'xi •-k' 'y .7: _ 'ry�i `1' ! .)r'. 1 _ GM AILIV.LS to . :^: 'iR'Iti1w !i i1 •V�,[ , , .-a ��ii j t ;y _ { a a x �' � �� .t r '1:6•!..- sas �� i2J(1 ] I: • ; h • ..r...*- r _1 i+ T ' . r.. .' I 1 ' ' C41-10-' '- I r,,,�a ..,A Ai. 101,•:* IS t I7R. z t1 -,t_ •.it�3t-a I _ =..3 � 1 •.ver.. 1 ij,,dt .% Page 8 of 8 Exhibit B— Oso Tract 2 Survey To be inserted