Loading...
HomeMy WebLinkAboutC2005-111 - 2/10/2005 - NACONTRACT FOR THE SALE AND PURCHASE OF REAL ESTATE AEP TEXAS CENTRAL COMPANY (f/kW Central Power and Light Company) ("Seller") and ClTY OF CORPUS CHRISTI ("Purchaser"), a Texas home rule municipal corporation hereby agrees as follows: 1. Premises. Seller agrees to sell and Purchaser agrees to purchase certmn real estate situated in Corpus Christi, Texas being 0.7800 acres, or 33,977 square feet of land out of the Jose Mafia Bargass Survey, A-17 and being out of a 3_057-acre tract described in warranty deed as recorded in Volume 1848, Page 993 of the Official Public Records of Nueces County, Texas said .7800 acre tract of land, as described on Exhibit "A" and shown on Exhibit "B", attached hereto and made a part hereof. (Real property hereinafter referred to as the "Premises" ) 2. Purchase Price. The purchase price for the Premises shall be Nineteen Thousand Three Hundred and Eighty-Nine Dollars ($19,389.00). The purchase price shall be payable in the following manner: A. Five hundred Dollars ($500.00) as earnest money, to be deposited with San Jacmto Title Company, the receipt of which is hereby acknowledged by Seller upon the execution of this Contract. B. The balance of the purchase price in cash, cashier's check or certified check upon delivery of the deed (the "Closing"). 3. Conveyance. On the date of closing (the "Closing"), the Seller shall convey the Premises to Purchaser by Special Warranty Deed free and clear of encumbrances, and subject to all existing public highways and streets, easements, covenants, conditions, restrictions and reservations, if any, whether or not of record, and to all zoning and other governmental regulations and restrictions, and non4elinquent real estate taxes and assessments, easements for electric distribution and/or transmission and cemmunieation lines and/or related facihties and appurtenances reserved by Seller, and the conditions and restrictions contained in this agreement and to such state of facts as an examination of the Premises and/or an accurate survey of the Premises would reveal. 4. Closing. The date for delivery of the Deed and the Closing of this transaction shall be tentatively set as March 31, 2005; or at such other date with/n ninety (90) days from the date of this Contract as may be agreed upon in writing by the parties. The Closing shall be held at a place mutually agreeable to the parties. 5. Possession. Seller shall deliver possession and occupancy of the Premises to Purchaser at Closing, unless otherwise agreed upon by the parties in writing. 2005-111 02/10/05 AEP Texas Central Company 6. Condition. The Premises is being sold AS IS WHERE IS without representation or warranty, express or implied. Purchaser acknowledges that Purchaser will conduct or has conducted its own inspection of the Premises and is relying solely upon such inspection to determine the condition of the Premises. 7. Taxes and Assessments. Seller and Purchaser shall be responsible for paying, respectively, their pro-rata share of real estate taxes based on the Closing based on a 365 day year and, if undetermined, on most recently available tax rate and valuation. Seller shall pay any delinquent taxes, including penalty and interest, and any assessments which are a lien on the date of Closing. Unless credited against the Purchase Price at the Closing, the party receiving any such real estate tax bills shall make timely payment thereof or be responsible for all penalties and interest, and the other party shall, upon notice, promptly contribute its pro-rata share so as to allow such timely payment or it ~nstead will be responsible for any penalties and interest. It is the intention of parties in making tax proration to allow Purchaser a credit as close in amount as possible to amount which Purchaser will be required to remit to County Tax Collector Treasurer for period of time through date of closing. Purchaser shall be solely responsible for paying for any increase in real estate taxes caused by or relating to Purchasers change in the use of the Premises after the date of Closing. Seller shall pay all excise or transfer taxes relating to the sale of the Premises, and Buyer shall pay all recording fees relating to placing the deed of reeord. 8. Utilities. Seller shall pay all accrued utility bills to the date of Closing or the date of delivery of possession to Purchaser, whichever is later. Purchaser shall arrange for and pay for all utility services from and after the date of Closing or delivery of possession, whichever is later. 9. Closin~ Costs. If the Purchaser elects to have an attorney or title company close this transaction, the Purchaser will pay the Closing fee and costs associated therewith; survey, title insurance premium, and the cost of recording the Special warranty deed. Seller shall pay for documentary stamps or any other transfer taxes required in connection with filing of the deed and the cost of fihng the mortgage release, if required. Each party will pay the cost of its own legal counsel incurred in connection with this transaction. 10. Title Examination. Purchaser shall be responsible for conducting and paying for such examination of the title to the Premises as Purchaser deems appropriate. If Purchaser determines that title to the Premises is not marketable and free from encumbrances (determined in accordance with the title examination standards of the Texas State Bar Association) except public highways, easement, covenants, conditions, restrictions and reservations of record as of the date of the Contract, and zoning and other governmental regulations and restrictions, and non-delinquent real estate taxes and assessment, and to such state of facts as an accurate survey and inspection of the Premises shall reveal, then Purchaser shall notify Seller within thirty (30) days of the date of execution of this Contract, specifying such title matters to which Purchaser objects. If Purchaser fails to notify Seller within such thirty (30) day period of any objections to title, then Purchaser shall be deemed to have elected to waive any such objections and to accept title to the Premises and proceed to purchase the Premises pursuant to the terms of this Contract. If the Purchaser gives Seller notice of a title objection within said thirty (30) day period which renders title unmarketable, in accordance with the provisions of this Contract, then Seller shall have a period of thirty (30) days, or such additional reasonable period of time as is necessary to correct such defect and the date of Closing shall be extended for such reasonable period of time as is necessary for Seller to correct said defect. In the event Seller fails or refuses to correct such defect, witkin said period, the Purchaser may, at its option, terminate this Contract and Seller shall promptly return the Deposit. 11. Inspection. Seller agrees to permit Purchaser to enter the Prelmses at reasonable t~mes to survey or inspect the Premises, or to make environmental audits and such other studies as the Purchaser may deem necessary or advisable to determine the acceptability of the Premises for use by the Purchaser. The fight to enter the Premises shall be at the sole risk and expense of the Purchase, and the Purchaser agrees to indemnify, defend, and hold Seller harmless from any and all personal injury, including death, loss, liability, claims, and expense whatsoever (including reasonable atlomeys' fees) arising out of the acts of Purchaser, or its agents, servants, employees or designees on the Premises, except where caused by the gross negligence of the Seller, its agents, servants and employees. If the Purchaser, in its sole discretion, determines within thirty (30) days of the date of this Contract that the Premises is unacceptable for its use due to an unsatisfactory site condition, the Purchaser may terminate this Contract by giving Seller written notice thereof within five (5) days after the conclusion of such thirty (30) day period. In the event the Purchaser fails to so notify the Seller, or if it closes the acquisition of the Premises, Purchaser shall be deemed to have waived any objection hereunder. 12 Purchaser's Environmental Due DiliRence. Purchaser may, at its option, conduct an environmental assessment of the Premises. The cost of such environmental assessment shall be borne solely by Purchaser. Purchaser shall complete the environmental assessment within thirty (30) days of the date of this Contract. Purchaser and Purchaser's agents and contractors shall be entitled to access to the Premises at reasonable times to undertake an assessment of the Premises. Purchaser shall promptly provide Seller with a copy of any such environmental assessment, and any other written documents associated therewith. Purchaser agrees to indemnify and hold Seller harmless from any and all loss, liability, claims and expense (including reasonable attorneys' fees) arising out of the acts of Purchaser or its agents and contractors on the Premises. Purchaser further agrees to reimburse Seller for any physical damage caused by Purchaser or its agents or contractors while on the Premises. If Purchaser, in its sole discretion, determines within said thirty (30) day period that the environmental assessment of the Premises is unacceptable, then Purchaser may terminate this Contract and Seller shall return the earnest money to Purchaser. Purchaser hereby agrees that Purchaser shall keep confidential the results of the above reference environmental assessment. Purchaser agrees that the results of any environmental assessment shall not be released to any governmental agency or entity or any other third party without the prior written consent of Seller, except where expressly required by law. 13. Purchaser's Indemnity. A. Purchaser acknowledges that prior to the date of closing it will have had the opportunity to inspect the Premises, observed ~ts physical characteristics, and existing conditions, and conduct such investigation and study of the Premises as it deems necessary for acquiring the Premises for Purchaser's intended use. In the event Purchaser closes the purchase of the Premises, Purchaser agrees that: 1) The act of closing shall constitute a waiver and release of any and all objections to or claims with respect to any and all physical characteristics and existing conditions of the Premises, including, without limitation, any hazardous materials, ba?.rdous substances, contaminants, pollutants, or asbestos containing materials, in, at, on, under or related to the Premises; and 2) That the Premises is being sold and conveyed to, and purchased and accepted by Purchaser in its present condition, "AS-IS, WHERE IS" and with all faults, and Purchaser hereby assumes the risk that adverse past, present, and future physical characteristics and conditions may not have been revealed by its inspection or investigation. B. From and after the date of Closing, Purchaser and its successors and assigns shall release, indemnify, hold harmless, and defend Seller and its successors and assigns, affiliated companies, and all of its and/or their officers, directors, employees, and agents from and against any and all claims, demands, losses, liabilities, damages, fines, penalties, costs and expenses (including without limitation, costs for site remediation, and costs for reasonable attorney fees) known or unknown, arising or alleged to arise in any manner whatsoever from any condition on or under the Premises, or the failure of the Premises to comply with applicable environmental laws and regulations, or arising or alleged to arise in any manner from any claim for personal injury or disease or death of any person occumng or accruing from and after the date of Closing, or arising or alleged to arise from any claim for damage to any property, including loss of use thereof, or which Seller may sustain or incur in connection with any litigation, investigation, or other expenditures incident to any of the foregoing, including any suit instituted to enforce this agreement of indemnity, except for any claims arising or alleged to arise from any personal injury or disease or death of any person occurring or accruing from the acts or omissions of Seller prior to the date of Closing. This indemnification obligation and release and waiver shall survive the Closing of the sale/purchase of the Premises. 14. Board Avvroval. Seller's obligation to sell the Premises is expressly subject to the approval of the Seller's Board of Directors. In the event Seller does not obtain such Board approval, Seller can terminate this Contract. in which event all deposits made by Purchaser shall be refunded to Purchaser, and all parties shall be relieved from any further obligations hereunder. 15. Morteal~e Release. Purchaser acknowledges that the Promises may be subject to the lien of an indenture of mortgage and deed of trust ("mortgage"). Seller is in the process of securing a lull satisfaction of the mortgage. As a result, Seller will not secure an individual mortgage release for the Premises being sold, but intends to record a blanket mortgage release to cover all real estate, including the Premises, owned by the Seller. In the event that Seller's plans to secure a blanket mortgage release are abandoned in 2004, Seller agrees to promptly submit an application for a release of mortgage assuming that the Board of Dh-ectors approves this Contract. In the event that the blanket mortgage release is not received by the scheduled Closing date, but Seller's Board has approved this Contract, Purchaser agrees to proceed to close and permit Seller to deliver evidence of the mortgage release on a post closing basis. Seller agrees to provide any documentation, or information requested by Title Company necessary to ensure Seller's release of mortgage. 16. Risk of Loss. Risk of loss to the Premises from fire or other casualty or by reason of condemnation shall be borne by Seller until the Closing, provided that if the Promises are damaged or destroyed by fire or other casualty and not repaired and restored by Seller to as good a condition as it was prior to such casualty, or if a portion of the Premises are taken through condemnation proceedings or are transferred voluntarily in lieu thereof, the Purchaser, at its option, may rescind this Contract, in which event all parties hereto shall be released from all liability hereunder and any deposit paid by Purchaser to Seller shall be immediately returned to Purchaser. 17. Assileyn'nent. This Contract may not be assigned by Purchaser without the express prior written consent of Seller, which Seller is under no obligation to grant. Any assignment, or purported assignment, without the express prior written consent of Seller shall be null and void_ 18. Default. In the event Purchaser refuses to consummate the purchase hereunder or otherwise breaches this Contract, except as provided under Termination ~for Cause hereof, then Seller may retain any deposit or earnest money paid to Seller without prejudice to any fights Seller may have as a result of such action by Purchaser. 19. Termination for Cause. If this Contract is terminated or canceled as provided herein, this Contract shall be null and void, and Seller shall promptly refund Purchaser's deposit or earnest money and all parties shall be relieved from any further obligation hereunder. 20. Time of the Essence. Time is expressly declared to be of the essence in this Contract, unless the parties otherwise agree in writing. 21. Entire Agreement. The parties acknowledge and agree that this Contract constitutes their entire agreement and that no oral or implied agreement exists. This Contract shall be binding upon their respective heirs, legal representatives, successors and assigns, and the covenants contained herein shall survive the Closing of this transaction. 22. Brokers' Fees or Commissions. The parties acknowledge that Seller shall not be obligated to pay for any brokers' commission, consultant or finders' fees in connection with this transaction. 23. Survival of all Representations and Warranties. The representations, warranties, covenants, and agreements of Seller and Purchaser contained in this Contract shall survive the Closing hereunder and the delivery and recordation of the Deed pursuant to this Contract. 24. Notices. All notices, elections or other communications authorized, required or permitted hereunder shall be made in writing and shall be deemed given when personally delivered or when deposited, U.S. certified or registered mail, postage prepaid, return receipt requested and addressed as follows: To the Seller: AEP TEXAS CENTRAL COMPANY Land Management Section John M. Garcia 539 N. Carancahua Corpus Christi, Texas 78401-2401 Phone: (361) 881-5849 FAX: (361) 881-5670 To The Purchaser: CITY OF CORPUS CHRISTI, TEXAS Departinent of Engineering Services Angel R. Eseobar P.O.BOX 9277 Corpus Christi, Texas 78469-9277 Phone: (361) 880-3507 FAX: (361) 880-3501 25. Reservation of Easement. Seller shall reserve unto itself, an easement for future overhead electric and communications facilities over the entire Premises. The Deed provided to the Purchaser at Closing shall contain language similar to the following: Excepting and Reserving from this Conveyance unto Seller, its successors and assigns, lessees and tenants, the right to construct, reconstruct, operate, maintain, inspect, protect, repair, relocate and remove electric power lines and appurtenant poles, towers, supporting structures, crossarms, conductors, wires, cables, and other facilities and associated equipment on the property herein conveyed; so long as Seller's installation do not interfere with Purchaser's utilities lines and drainage facility and also, excepting and reserving unto Seller, its successors and assigns, lessees and tenants, a permanent right-of-way and easement for the purpose of distributing and transmitting electric or other energy, and for telephone, telegraph, or communication purposes. Said easement being over the entire above desenbed property. Seller further reserves: 6 A. The fight to construct, reconstruct, operate, maintain, inspect, protect, repair, replace, renew, relocate and remove poles, supporting structures, and towers with crossarms, guys, anchors, grounding systems and fixtures, and all other facilities and associated equipment, and string conductors, wires, and cables adding thereto from time to time. B. ~he right to cut, trim, and/or otherwise control, and at Seller's option, to remove from the fight-of-way and easement herein reserved, or from the lands of the Purchaser adjoining the same on either side, any trees, overhanging branches, brash, buildings, structures, or other obstructions which may endanger the safety of or interfere with the construction, operation, or maintenance of said poles, towers, supporting structures, crossarms, guys, anchors, grounding systems, fixtures, conductors, wires and cables. C. The right of ingress and egress from the easement reserved herein to public roads in and over existing or future roads and lanes and other reasonable routes on the above-described real estate. D. 3~ne rights, easements, privileges, and appurtenances which may be reqmred or desirable for the full exercise of the fights herein reserved. By acceptance of this contract, the Purchaser agrees, on behalf of itself and its successors and assigns, not to place any building or other structure or obstruction within the right-of-way and easement herein reserved. Purchaser warrants to Seller that it has full capacity, power and authority to enter into and perform this Contract according to its terms. DATED this/Oaday of~p/,~.~ 2005. BY:t e~;lto~%ineering S~vices Roger L. Wheeler Director, Land Management American Electric Power Service Corporation Authorized Signer Approved as to ~orm: ~'/?/'" ~ Assistant City Attorney For OIt'y Attorney