HomeMy WebLinkAbout022353 RES - 09/19/1995A RESOLUTION
APPROVING THE CITIZENS LANDFILL SITE ADVISORY
COMMITTEE RECOMMENDATION FOR A NEW
LANDFILL SITE AND AUTHORIZING THE CITY
MANAGER TO EXECUTE AN OPTION AGREEMENT WITH
MR JOHN O. CHAPMAN, JR IN THE AMOUNT OF $545,760
TO PURCHASE 2,250 ACRES, MORE OR LESS, BEING ALL
OF SECTIONS 22 AND 41, THE SOUTH HALF OF SECTION
42, AND THE NORTH HALF OF SECTIONS 43 AND 44,
LAURELES FARM TRACTS, FOR LANDFILL PURPOSES.
WHEREAS, the Citizens Landfill Site Advisory Committee, has recommended the 2250
acre, more or less, tract of the Chapman Ranch property owned by John O. Chapman, Jr., being all
of Sections 22 and 41, the South Half of Section 42, and the North Half of Sections 43 and 44,
Laureles Farm Tracts, "Chapman Ranch Property" on the southwest side of the City as the most
desirable location for a new landfill site, and City Staff concurs in that recommendation; and
WHEREAS, negotiations have been carried out by City Staff with John O. Chapman, Jr.
to acquire the Chapman Ranch Property under the express threat of condemnation by the City; and
WHEREAS, the City Council, after reviewing the recommendations and proposals of the
City Staff, believes that the Chapman Ranch Property is the most suitable, and desires to authorize
the City Manager to go forward with acquiring said Chapman Ranch Property;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CORPUS CHRISTI, TEXAS:
SECTION 1. That the recommendation of the Citizens Landfill Site Selection Committee
and the City Staff to acquire said Chapman Ranch Property, is hereby approved.
SECTION 2. That the City Manager is hereby authorized to execute the Option Agreement
attached and incorporated as Exhibit A, which agreement has been negotiated with John O.
Chapman, Jr. under threat of condemnation by the City.
PASSED AND APPROVED this the lel day of
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JL Yr,{"? r , 1995.
MAYOR, Cit OfjCorpus Christi, Texas
+MCRUFILMED
ATTEST:
/„✓ice .:
City Secretary, City of Corpus C sti,
Texas
The foregoing Resolution was approved prior to passage as to form and correctness this the
day of -r , 1995.
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James R. Bray, Jr., City Attorney
By: \ i�Ji --.1./aLJtLUo—
Alison Gaay, Assistant City Attorney
Assistant City Attorney
JOHN O. CHAPMAN, JR.
P.O. BOX 117
Chapman Ranch, Texas 78347
September 6, 1995
Mr. Kenneth T. Kohrs, Manager
Property and Land Acquisition Division
City of Corpus Christi
P.O. Box 9277
Corpus Christi, TX 78469
Re: Landfill Site Identified by the City of Corpus Christi
Dear Mr. Kohrs:
As you know, in August 1993 I was notified by the City of
Corpus Christi that it wanted approximately 2,240 acres of my land
for a new landfill site. In addition, I was also told by the City
that it intended to acquire the site either through negotiations
with me or, if necessary, through the use of the City's eminent
domain power.
We have been engaged in continuous negotiations on this site
since August 1993. During the negotiations, I requested that the
City reconsider its selection of the site. The City reviewed their
plans again and came back and indicated that the preferred site was
still the land I own.
I have continued good faith negotiations with the City. Just
recently the City has indicated that time is running out for me to
voluntarily agree to their plans. It has been further indicated
that if an agreement is not worked out soon, the City will start
condemnation proceedings to acquire the property. I understand the
urgency is due to the City's need to go forward with the landfill
permitting process.
In order to avoid the time, risk and expense of a condemnation
action, I am willing to enter into the enclosed Option Agreement,
giving the City an option to acquire the proposed landfill site.
As you have requested, I will leave this offer open until September
29, 1995 at 5:00 p.m. to accommodate the City's approval procedures.
If this time schedule needs to be adjusted please let me know.
Mr. Kenneth T. Kohrs, Manager
September 6, 1995
Page 2
Although I have offered the enclosed Option Agreement to the
City for the reasons set out above, I reiterate and emphasize what
I have said throughout our negotiations. I have agreed to enter
into the Option Agreement based on the City's indication to me that
by not agreeing to sell or offer to sell the property to the City,
my property would be condemned and turned into a landfill site
anyway. Certainly, I continue to urge you to examine other sites
and consider choosing a location other than my property.
Sincerely,
My v 1 v1 1 711
hn O. Chapma , Jr.
Attachments
OPTION AGREEMENT
This Option Agreement is entered into by and between the City
of Corpus Christi ("Buyer") and John O. Chapman, Jr. ("Seller").
RECITALS
1. Buyer has identified certain property owned by Seller as
an appropriate site for the location of a new landfill.
2. Buyer has the power of eminent domain and has taken
action to use such power to condemn Seller's property and acquire
it for the landfill site.
3. Seller, under such threat of condemnation by Buyer, has
agreed to sell Seller's property to Buyer according to the terms of
this Option Agreement.
NOW, THEREFORE, under threat of condemnation, and for and in
consideration of the payment of the Option Price by Buyer, Buyer's
agreement to forego to the extent permitted by law its exercise of
eminent domain power for ten (10) years, and other good and
valuable consideration, Buyer and Seller hereby agree as follows:
1. OPTION. Seller hereby grants Buyer the continuing,
exclusive option and right ("Option") to purchase the Property in
substantially its present condition upon the terms and subject to
the provisions of this Agreement.
2. PROPERTY. The optioned property ("Property") consists of
the surface only of the following property presently owned by
Seller located in Nueces County, Texas:
a. DESCRIBED REAL PROPERTY. The land ("Described Real
Property") described on Exhibit "A" hereto and shown cross -hatched
on Exhibit "B", together with any improvements thereon.
b. APPURTENANCES. All appurtenances ("Appurtenances")
to the Described Real Property, including but not limited to all
interest of Seller in any strips or gores between the Described
Real Property and abutting properties, whether owned or claimed by
deed, limitations or otherwise, and whether or not located inside
or outside the Described Real Property; and any land lying in or
under the bed of any highway, street, road, alley, easement or
right-of-way, open or proposed, in, on, across, abutting or
adjacent to the Described Real Property.
3. OPTION PERIOD AND MONEY. Buyer may exercise the Option
at any time during the following option periods ("Option Periods")
by making the payments ("Option Money") specified:
a. FIRST OPTION PERIOD. By the payment of $545,760.00
in cash to Seller within two (2) weeks after the date of this
Agreement Buyer shall have a period of thirty-six (36) months from
the date of this Agreement ("First Option Period") in which to
exercise the Option.
b. SECOND OPTION PERIOD. Upon the payment of an
additional $272,880.00 in cash to Seller during the First Option
Period, Buyer shall have an additional twenty-four (24) months
after the First Option Period ("Second Option Period") in which to
exercise the Option.
c. FORFEITURE OF CONSIDERATION. If Buyer fails to
exercise the Option before expiration of the effective Option
Period, the consideration paid herein shall be retained by Seller.
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4. EXERCISE OF OPTION. Buyer shall exercise the Option by
giving written notice to Seller at any time during the Option
Periods of Buyer's election to exercise the Option.
5. SALES PRICE. If the Option is exercised, the total sales
price ("Total Sales Price") for the Property shall be calculated by
multiplying the purchase price per acre ("Purchase Price Per Acre")
times the total number of acres shown by the Survey to be within
the Described Real Property. The Total Sales Price shall be paid
to Seller in cash at the closing. The Option Money shall be
credited to the Total Sales Price.
The Purchase Price Per Acre during the first twelve (12)
months following the date of this Agreement shall be $2,400.00.
Beginning one (1) year from the date of this Agreement, the
Purchase Price Per Acre shall be adjusted on each anniversary of
the date of this Agreement (the "Adjustment Date"), to reflect
increases in the Consumer Price Index for "All Urban Consumers,
Houston, Texas Average, All Items," issued by the Bureau of Labor
Statistics of the United States Department of Labor. The
adjustments in the Purchase Price Per Acre shall be determined by
multiplying $2,400.00 by a fraction, the numerator of which is the
index number for the last month before the adjustment (the "Current
Index"), and the denominator of which is the index number for June,
1995 (the "Base Index"). If the product is greater than $2,400.00,
Buyer shall pay this greater amount per acre at any Closing which
occurs prior to the next Adjustment Date. The price per acre shall
never be less than $2,400.00.
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6. SURVEY. Within twenty (20) days after exercise of the
Option, Buyer, at Buyer's expense, shall obtain a survey (the
"Survey") of the Property by a Registered Professional Land
Surveyor acceptable to Seller showing the total number of acres to
be conveyed, which number shall be used in the calculation of the
Total Sales Price.
7. DATE OF CLOSING. Closing ("Closing") of the sale under
this Agreement shall take place at the office of the Buyer within
two (2) months after Buyer's exercise of the Option at a date
specified by Buyer.
8. DEED. At Closing, Seller shall deliver a Special
Warranty Deed executed and acknowledged by Seller, conveying to the
Buyer good and marketable title sto the surface only of the
Property:
a. Subject to any and all valid and subsisting
easements, rights-of-way and prescriptive rights, whether of record
or not; all presently recorded restrictions, reservations,
covenants, conditions, oil and gas leases, mineral severances and
other instruments other than liens and conveyances created by,
through or under Seller, that affect the Property; rights of
adjoining owners in any walls and fences situated on a common
boundary; any discrepancies, conflicts or shortages in area or
boundary lines; any encroachments or overlapping of improvements;
and all rights, obligations and other matters emanating from and
existing by reason of the creation, establishment, maintenance and
operation of any county water improvement district or other
applicable government district, agency, authority, etc.;
r
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b. Reserving and excepting all of the oil, gas, and
other minerals of every kind and character, whether similar or
dissimilar, known or unknown, in, on, or under and that may be
discovered, mined, produced, and recovered from the Property, or
any portion thereof, whether by wells, bores, shafts, or tunnels
(hereafter referred to as the "Minerals"). The Minerals include,
but are not limited to, coal, lignite, zinc, lead, iron, copper,
uranium, and other fissionable minerals and materials, and other
hard minerals of unusual value (but excluding water, sand, gravel,
dirt, caliche, rock, and stone which are considered part of the
surface estate, and methane or other landfill gas which is a by-
product of the landfill operations); provided, however, that for so
long as the Property is being used for landfill purposes, Seller
waives the right to mine or extract Minerals existing within 200
feet of the surface by means which consume, destroy, or render the
Property unusable for landfill purposes; and
c. Further reserving and excepting those easements
reasonably necessary for the purpose of Seller's or Seller's
assignees' exploring, prospecting, mining, drilling, developing,
producing, saving, transporting, storing, treating, removing, and
owning the reserved Minerals to the extent such easements are
implied under the Texas common law to allow access to severed
estates, and subject to this Agreement and to the legal conditions
and doctrines governing such common law easements.
9. MINERALS. The Property to which the Option applies does
not include any Minerals or rights relating to their development
owned by Seller. Any compensation to Seller by Buyer for Seller's
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mineral interests (except to the extent set forth below) shall be
outside of this Agreement and shall be in amounts and on terms
similar to those provided by Buyer to other similarly situated
owners of undivided mineral interests and shall be payable only at
the time such Minerals or Mineral rights are actually acquired or
taken or at such time as payments are made to other similarly
situated owners of undivided mineral interests, whichever is
earlier. It is understood and acknowledged by Seller that Buyer is
acquiring the Property for purposes of constructing, operating, and
maintaining a landfill and that the consideration to be paid Seller
for the Property (including under the Option Agreement and any sale
of the Property) is not being adjusted for the possibility that a
portion of the surface might be destroyed or made unusable for
landfill purposes by removal of Minerals reserved by Seller, and
the naming of specific minerals shall not limit the right of Buyer
or its assignees to recover for destruction or use of the surface
in connection with extraction of the Minerals as provided by case
law as of September 19, 1995 [including but not limited to Moser v.
United States Steel Corp., 676 S.W.2d 99 (Tex. 1984)]. The
preceding sentence shall be incorporated into the Deed delivered
pursuant to paragraph 8, supra.
10. COSTS, PRORATIONS.
a. TAXES. All ad valorem taxes shall be prorated to
the date of Closing. If the current year's taxes are not known as
of the date of Closing, the proration shall be based upon the
previous year's tax rate applied against the most recent valuation
with an adjustment being made between Seller and Buyer when the
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current year's taxes are known. If at any time after the Closing
additional ad valorem taxes, including penalty and interest
thereon, for any period prior to Closing, shall be assessed against
the Property by reason of the transfer of ownership of the Property
to Buyer or by reason of any change in use of the Property by
Buyer, Buyer shall pay such additional ad valorem taxes, including
penalty and interest. The provisions of this subparagraph shall
survive the Closing.
b. OTHER PAYMENTS. Any rents, including crop share
rents, royalties, delay rentals, interest and other similar
payments as to the Property shall be prorated to the date of
Closing. All Closing costs, including any escrow fee charged by a
title company shall be paid by Buyer. Each party will pay its own
attorney's fees and the cost of recording any documents delivered
to it at Closing.
11. COVENANTS AND WARRANTIES. Seller makes the following
covenants, representations and warranties as of the date of this
Agreement and as of the date of Closing, and the covenants,
representations and warranties shall survive the Closing.
a. TITLE. Seller has good and marketable title to the
Property and is fully authorized to convey the Property pursuant to
this Agreement.
b. NO PROCEEDINGS. To the best of Seller's knowledge,
there are no pending, threatened or contemplated condemnation,
zoning or other similar proceedings or assessments affecting the
Property (other than those under the control of Buyer) or lawsuits
by adjoining landowners or others.
4
7
c. LEASES. The Property is not now in whole or in part
under long term lease to any person, and no person other than
Seller is presently in possession of the Described Real Property,
except for the following:
Seller leases the property on a year-to-year basis to one or
more tenants who use the property for agricultural purposes and pay
rent on a crop share basis. During the Option Period, Seller shall
continue to lease the Property on a year-to-year basis and if Buyer
exercises the Option, Buyer agrees to take title to the Property
subject to any one or more of such agricultural leases so long as
by their terms they may be terminated by the Property owner within
one (1) year of the Closing.
d. NO CONTRACTS. Seller shall not, without Buyer's
written permission, which permission shall not be unreasonably
withheld, prior to the Closing or expiration of this Option
Agreement, entered into any oral or written contracts, agreements,
covenants, easements, listings, understandings or agreements
affecting the Property which may become binding upon Buyer.
Nothing in this paragraph shall apply to mineral leases which
Seller may enter into as a mineral interest owner.
e. REAL ESTATE COMMISSION. No real estate agent has
negotiated this Agreement or will be entitled to a commission on
the conveyance of the Property to Buyer.
12. FIRST REFUSAL. In the event Buyer exercises the Option,
Buyer agrees to execute and deliver to Seller at Closing a first
refusal agreement, suitable for recording, whereby Seller is given
a first refusal right to lease any portion of the Property for the
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price, and on the same terms and conditions on which Buyer has
agreed to lease such portion of the Property to a third party.
Such first refusal right is to be effective for a term of ten (10)
years from the date of Closing.
13. DEFAULT. If Seller fails or refuses to comply with this
Agreement, Buyer shall have the right to cancel this Agreement and
recover the Option Money, to enforce specific performance of this
Agreement, to exercise any other rights Buyer may have, including
recovering reasonable attorneys' fees, and/or to waive any unmet
requirements in whole or in part. If Buyer fails or refuses to
comply with this Agreement after exercising the Option, Seller
shall have the right to enforce specific performance of this
Agreement or to exercise any other rights Seller may have,
including recovering reasonable attorneys' fees.
14. INSPECTIONS. During the Term of the Option, Buyer shall
have the right to conduct, or have conducted on the Property, at
Buyer's expense, such inspections of the Property as Buyer may
desire. Seller has not made and does not make to Buyer any
representation of any kind regarding the suitability of the
Property for Buyer's intended use, and Buyer shall rely solely on
its inspections and investigations to determine the suitability of
the Property for Buyer's intended use. To the extent allowed by
the Texas Constitution and/or statutes, Buyer agrees to indemnify
and hold Seller harmless from all loss and liability arising from
entry onto Seller's property by Buyer's agents, servants, and
employees, and from any damage caused to the premises, crops, or
structures thereon as a result of the testing provided for herein.
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Provided, that should the undertaking above in this paragraph be
held invalid or unenforceable in a final decision of a court of
competent jurisdiction, it is the intent of the parties that this
provision shall be severable and that all other provisions of this
Option Agreement be fully valid and enforceable.
15. NO CONDEMNATION. As a special inducement to Seller to
enter into this Agreement, Buyer agrees, to the extent permitted by
the Texas Constitution and/or laws, that for a period of ten (10)
years from the date of this Agreement, Buyer will not use its
eminent domain power, nor cooperate with any other entity to
condemn any interest in the Property as defined above for use as a
landfill site or as a buffer or screening area for a landfill. In
the event condemnation proceedings are initiated by the City during
the Term of this Agreement, this Agreement shall immediately expire
and shall be of no further force and effect with Seller retaining
all amounts theretofore paid by the City. As a further inducement
for Seller to enter into this Agreement, the parties agree that the
Total Sales Price provided herein, shall constitute the minimum
fair market value of the Property for purposes of any condemnation
proceedings initiated by the City for ten (10) years from the date
of this Agreement. Provided that, should the undertaking above in
this paragraph be held invalid or unenforceable in a final decision
of a court of competent jurisdiction, it is the intent of the
parties that this provision shall be severable and that all other
provisions of this Option Agreement be fully valid and enforceable.
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16. GENERAL PROVISIONS.
a. NOTICES. Any notice, designation, approval or other
communication to be given hereunder shall be given by placing the
notice or designation in the United States mail, certified or
registered, properly stamped and addressed to the address shown
below or such other address as the receiving party may direct in
writing to the sending party, or by personal delivery to such
address by a party or by a messenger service which documents
delivery. Such notice or designation shall be deemed to be
received upon such placing in the mails or such delivery:
(1) SELLER: Mr. John O. Chapman, Jr.
P.O. Box 117
Chapman Ranch, Texas 78347
(2) BUYER: City of Corpus Christi, Texas
Attn: Manager, Property and
Land Acquisition Division
P.O. Box 9277
Corpus Christi, Texas 78419-9277
b. CAPTIONS. The captions used in connection with the
paragraphs of this Agreement are for convenience only and shall not
affect the meaning of the language contained in this Agreement.
c. DATE HEREOF. The date of this Agreement shall be
deemed to be the date of execution by the last party to sign.
d. ENTIRE AGREEMENT. This Agreement contains all
agreements between the parties and no agreement not contained
herein shall be recognized by the parties unless in writing and
executed by both parties hereto.
e. ASSIGNMENT/BINDING EFFECT. This Agreement may not
be assigned by Buyer, but shall otherwise be binding upon and inure
to the benefit of the parties and their respective heirs, legal
representatives, successors and assigns.
17. MEMORANDUM. At Buyer's request, Seller will execute a
short form of this Option Agreement which identifies the Property
and is suitable for recording.
EXECUTED by Seller , 1995.
John O. Chapman, Jr.
EXECUTED by Buyer , 1995.
CITY OF CORPUS CHRISTI
c1w/ACCOEC77/00321-0113
By:
Name:
Title:
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EXHIBIT "A"
PROPERTY DESCRIPTION
All of those certain tracts or parcels of land lying and being
situated in Nueces County, Texas, and being a part of what is known
as the Chapman Ranch out of the Rincon de Corpus Christi Grant, and
described as follows:
All of Section Twenty-two (22);
All of Section Forty-one (41);
The South one-half (34) of Section Forty-two (42);
The North one-half (34) of Section Forty-three (43); and
The North one-half (%) of Section Forty-four (44);
being a part of what is known as the Chapman Ranch,
according to the surveying and platting of said ranch
into sections by C. M. Lawrence and according to the
survey and plat, dated May 27, 1920, made by him of said
ranch.
SAVE AND EXCEPT that portion of the North one-half (34) of
Section Twenty-two (22) previously conveyed to South
Texas Public Broadcasting System.
EXHIBIT "A" - Page 1 of 1
EXHIBIT "B"
PROPERTY MAP
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EXHIBIT "B" - Page 1 of 1
1 TUE 10- %2 FAX 512 888 8504
MAI DiEWS & BRANSCOMB
RESOLUTION
WHEREAS, the City Staff has selected the
acre tract
of the Chapman Ranch property owned by John 0. Chapman, Jr., on
the southwest area of the City as the most desirable location for
a new landfill site; and
WHEREAS, the City Council,
and proposals of the City Staff
suitable and desires the
said site;
NOW, THEREFORE, BE IT RESOLVED,
1. The city has selected
particularly described in the
desirable site for the location
2. The City Staff be and
a purchase of such property and
to begin proceedings to condemn
the landfill site.
after reviewing the recommendations
believes that such site is the most
City Staff
ACCOPBBD
(.41321-113
to go forward with acquiring
that:
that certain property more
attached Exhibit A as the most
of the new City landfill;
hereby is authorized to negotiate
if the Owner is unwilling to sell
such property and acquire it for
a 01
Corpus Christi, Texas
1 61 Day of S. '-i 4k/.. C2 -i 1 19 'ie
The above resolution was passed by the following vote:
Mary Rhodes a., i.,
Dr. Jack Best 0,C,1 ,y,_
Betty Black (Ai -
Melody Cooper //(k z.
Tony Heldenfels Vll, yi
Betty Jean Longoria Ci' v
John Longoria C/U, ? ti<A,L.t
Edward A. Martin / v
Dr. David McNichols C.e—
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