HomeMy WebLinkAboutC2007-488 - 12/18/2007 - ApprovedCOMMERCIAL PROPERTY
SALE AND PURCHASE AGREEMENT
1. PARTIES: BEACH CENTER CORPORATION, a Texas carparation, (the
Seller") agrees to sell and convey to the CITY OF CORPUS CHRISTI, TEXAS, a Texas
municipal corporation (the "Buyer") and Buyer agrees to buy from Seller the Property
described below, all subject to the terms and conditions herein set forth.
2, PROPERTY; The land situated in the City of Corpus Christi, Nueces County, Texas,
described below, together with all rights, privileges, interests in any adjacent streets, alleys or
rights-of--way, and appurtenances pertaining thereto, together with any and all improvements,
fixtures, and personal property situated on and attached to the land all without warranty,
unless expressly provided. All property sold by this Agreement is called the "Property".
The fee simple title to the following property:
A Description of a 0.2277 acre tract of land out of Lot 1 and Lot 2, Black
11, Beach Portion, recorded in Volume A, Page 3, Map Records, Nueces
County, Texas and being mare particularly described as follows:
Beginning at the common southeast corner of Lot 3 and the northeast
corner of Lat 2, said Block 11, a bOd nail set, said point being on the west
right-of--way line of Chaparral Street, for the point of beginning and the
northeast corner of this tract;
Thence, along said right-af way, South, 88.14 feet to a drill hole set, said
point being the intersection of the west right of way line of Chaparral
Street and the north right-of--way line of Schatzell Street, for the point of
beginning and the southeast corner of this tract;
Thence, along said right-of--way line of Schatzell Street, N 74°03'53" W,
155.99 feet to a 60d nail set, said point being on the west boundary line of
Lot 2, for the southwest corner of this tract;
Thence, along said boundary line, north 44.09,feet to a 60d nail set, said
point being the common northwest corner of Lat 2 and the south west
corner of Lot 3, for the northwest corner of this tract;
Thence, along the common boundary line of said Lot 2 and Lot 3, N
89°32'00" E, 150.00 feet to the point of beginning.
Containing: 0.2277 acres, more or less.
The leasehold estate pursuant to that Lease Agreement dated Tune 30, 1983, as
amended between Grover C. Keeton alk/a Grover Cleveland Keeton, as
Landlord, and Beach Center Corporation, as Tenant, covering the following
nronert~+_
2007-488
12/18/07
M2007-331 'urchase Agreement
Beach Center Corporation
Page 1
Lots Three (3) and Four (4), Block Eleven (11), Beach Portion of the City
of Corpus Christi, Texas, as shown by map of said city recorded in
Volume A, Page 3, Map Records of Nueces County, Texas.
3. SALES PRICE: The Sales Price for the above Property shall be Three Hundred Twenty
Thousand Dollars {$320,000.00), which sum shall be due and payable at the closing specifed
below. The Sales Price shall be paid by a cashier's check, wire transfer or other good funds
acceptable to Seller.
4. TITLE POLICY AND SURVEY:
A. TITLE POLICY: Seller shall furnish to Buyer at Buyer's expense an Owner's Policy of
Title Insurance (the Title Policy) issued by San Jacinto Title Services of Corpus Christi,
LLC, whose address is 802 N. Carancahua, Suite 1500, Corpus Christi, Texas (the "Title
Company") in the amount of the Sales Price and dated at or after closing, insuring
Buyer's fee simple title to the Property to be good and indefeasible subject only to those
title exceptions permitted herein, or as may be approved by Buyer in writing, and the
standard printed exceptions contained in the usual form of the Title Policy; provided,
however:
(1) the exception as to the area and boundaries shall not be deleted;
(2) the exception as to restrictive covenants shall be endorsed "None of Record";
(3) the exception as to taxes shall be limited to taxes for the current year not yet due and
payable and subsequent years, and subsequent assessments for prior years due to
changes in land usage or ownership.
The Title Company shall deliver to Seller and Buyer within ten (10) days after the
effective date of this Agreement a Commitment for Title Insurance (the "Commitment")
and legible copies of all recorded instruments affecting the Property and recited as
exceptions in the Commitment. Buyer shall have ten (10} days after receipt of such
instruments to make written objections to Seller. On or before five (5) days after the date
of the any such objections, Seller may notify Buyer in writing of any of Buyer's
objections that Seller, at its option, refuses to correct. Seller shall exercise Seller's
reasonable best efforts to cure each of Buyer's objections on or before the date of Closing
unless Seller so refuses in written notif cation provided to Buyer; provided, hawever,
Seller shall not be obligated to initiate legal actions ar expend funds to cure any such
objections. On or before five (5) days after receipt of the written notice of refusal to cure
objections by Seller, Buyer, at its option may (i} rescind this Agreement, or (ii) waive any
objection that Seller refuses to correct. If Buyer approves the terms of or does not object
to the various matters that encumber the Property, then those matters, along with any
exceptions reflected in the Title Commitment to which Buyer does not timely object or
which are so waived by Buyer, will be deemed to be permitted title exceptions (the
"Permitted Exceptions").
B. SURVEY: Buyer may obtain a survey of the Property at its own expense.
5. PROPERTY CONDITION: Buyer accepts the Property in its present "as-is" condition.
EXCEPT AS OTHERWISE SPECIFICALLY STATED IN THIS AGREEMENT, SELLER
SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR
REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO,
OR CONCERNING THE NATURE AND CONDITION OF THE PROPERTY,
INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, THE
PRESENCE OF ANY MOLD OR ANY DAMAGES RESULTING FROM ANY MOLD OR
SIMILAR SUBSTANCES, AND THE COMPLIANCE OF THE PROPERTY OR ITS
Commercial Property Sale and Purchase Agreement Page 2
OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY
GOVERNMENT OR OTHER BODY. BUYER ACKNOWLEDGES THAT IT WILL
INSPECT THE PROPERTY AND BUYER WILL RELY SOLELY ON ITS OWN
INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION
PROVIDED OR TO BE PROVIDED BY SELLER. THE SALE OF THE PROPERTY IS
MADE ON AN "AS IS" BASIS, AND "WITH ALL FAULTS", AND BUYER
EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE
AGREEMENTS OF SELLER HEREIN, EXCEFT AS OTHERWISE SPECIFIED HEREIN,
SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED,
OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, IN RESPECT TO THE PROPERTY. THE
PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING.
6. BROKERS FEES: SELLER AND BUYER REPRESENT TO EACH OTHER THAT NO
REAL ESTATE BROKERS HAVE BEEN INVOLVED IN THIS TRANSACTION AND
NO BROKER'S FEES OR COMMISSIONS ARE PAYABLE AT CLOSING.
7. CLOSING: The closing of the sale shall be on ar before March 15, 2008, or within seven
(7) days after any title objections have been cured, whichever date is later (the "Closing
Date") at the offices of the Title Company. If either party fails to close this sale by the
Closing Date, the non-defaulting party shall be entitled to exercise the remedies contained in
Paragraph 13. At Closing, Seller shall furnish, at Seller's expense:
{1} tax statements showing no delinquent taxes an the Property;
{2} a Special Warranty Deed conveying good and marketable title to the Property showing
no exceptions to Chase permitted in Paragraph 4 executed and acknowledged by Seller;
{3} evidence that the persons executing this Agreement are legally capable and authorized
to bind Seller.
At Closing Buyer shall furnish, at Buyer's expense:
(1) The cash Sales Price in immediately available funds as set out in Section 3.
(2) Any other instruments duly executed by Buyer which are reasonably required by Seller
or customarily executed in Corpus Christi, Texas to effectuate the transactions
contemplated by this Agreement.
8. POSSESSION: Possession of the Property shall be delivered to Buyer on closing and
funding.
9. SPECIAL PROVISIONS:
A. Development of Parking Facility. Within twelve (12) months of the Closing Date, Buyer
agrees to develop a parking facility on the Property consisting of sixty-seven (67) parking
spaces in the manner set out on Exhibit A and in accordance with the plans and
specifications provided by Seller to Buyer. The parking spaces shall be reserved for
monthly tenants, with a preference given to persons residing in the Downtown
Management District in Corpus Christi, Texas. The proposed budget for such parking
facility is set out as follows:
Construction Cost $434,103.00
Asbestos Abatement 29,500.04
Air Monitoring far Abatement 9,865.00
Engineering/Survey 2,000.00
Environmental Phase I 1,$50.00
Commercial Property Sale and Purchase Agreement Page 3
Buyer agrees to pay for the cast of such construction and development of the parking
facility out of the CDBG funds previously allocated to Seller's development project ar
other resources available to the Buyer. Seiler hereby relinquishes any claim, right or
interest in the CDBG and/or HOME funds which previously had been allocated by Buyer
for Seller's development of the Nueces Loft Apartments project in Corpus Christi, Texas.
B. Demolition of Ward Buildin . Seller and Buyer acknowledge that prior to construction
of the parking lot, the Ward Building on the Property will need to be demolished, and
such demolition may require approval by the Texas Historical Camrnission. Buyer shall
be allotted six (6) months from the Closing Date in order to obtain the necessary
approvals for demolition of the Ward Building. In the event such approvals cannot be
obtained by that date, Buyer shall have an additional day for completion of the parking lot
as provided under Section A above for each day of delay in obtaining such approvals. In
the event the approvals cannot be obtained within twelve (12) months from the Closing
Date, Buyer agrees to complete a covered parking lot on the remainder of the Property
with a reduced number of spaces and make such spaces available on the same basis as
provided above. In the event a parking lot of reduced size becomes necessary, Buyer
agrees to complete the construction of such parking lot within three (3) months of
commencement.
C. Deed Restriction. The Special Warranty Deed to be delivered by Seller at Closing shall
include a restrictive covenant that the Property shall include not less than sixty-seven (67)
parking spaces (or such lesser amount if the size of the parking lot must be reduced as
provided in Section B above) available which shall reserved for monthly tenants, with a
preference given to persons residing in the Downtown Management District in Corpus
Christi, Texas. Buyer may utilize the Property far any other purposes so long as the
above minimum parking requirements are met.
D. CDBG Fundin A royal. Closing of the sale of the Property shall be conditioned upon
Buyer's obtaining approva! through all required regulations for the re-programming and
use of CDBG funds for the purchase and development of the Property as provided herein,
but subject to obtaining approval by the Texas Historical Commission as provided in
Section B above.
E. Nueces Laft A~artrnents, L P. The parties acknowledge that Nueces Loft Apartments, LP
is the owner of record title to the fee simple estate portion of the Property, and Seller shall
cause such entity to convey such portion directly to Buyer at Closing as provided by this
Agreement.
10. SALES EXPENSES TO BE PAID IN CASH AT OR PRIOR TO CLOSING:
A. SELLER'S EXPENSES: Prepayment penalties on any existing loans paid at Closing
plus cost of releasing liens and recording releases; tax statements; 112 of any escrow fee;
preparation of deed; other expenses stipulated to be paid by Seller under other provisions
of this Agreement.
B. BUYER'S EXPENSES: Title insurance policy premiums; 112 of any escrow fee;
expenses stipulated to be paid by Buyer under other provisions of this Agreement.
11. PROBATIONS: Buyer is a governmental entity exempt from property taxation. Ad
Commercial Property Sale and Purchase Agreement Page 4
valorem taxes for the year in which the sale is closed shall be prorated in accordance with the
Texas Tax Code and the taxes discharged through the date of Closing.
12. CASUALTY LOSS AND CONDEMNATION: In the event of any casualty loss or
condemnation of the any portion of the Property, Buyer shall have the option either to (a)
accept the insurance proceeds or condemnation award and proceeding to close the purchase
of the Property or (b) terminate this Agreement.
13. DEFAULT:
A. If Buyer fails to comply herewith, Buyer shall be in default, and Seller may either (1)
terminate this Agreement, or (2) seek such other relief as may be provided by law.
B. If Seller is unable without fault, within the time herein required, to deliver the
Commitment, Buyer may either terminate this Agreement or extend the time for
performance up to fifteen (15) days and the Closing Date shall be extended as necessary.
C. If Seiler fails to comply herewith for any other reason, Seiler shall be in default, and
Buyer may {1} enforce specific performance, (2} seek such other relief as may be
provided by law, or (3) terminate this Agreement.
D. Seller's failure to satisfy Buyer's objections under Paragraph 4 shall not constitute a
default by Seller.
E. Seller and Buyer expressly negate and waive any other remedies at law or in equity except
as set forth in this Paragraph 13.
14. MATERIAL FACTS: Seller shall Canvey the Property on Closing: (1) with no liens,
assessments, or other security interests against the Property which will not be satisfied out of
the Sales Price unless securing payment of any loans assumed by Buyer; (2} without any
assumed loans in default; and {3) with no parties in possession of any portion of the Property
as leases, tenants at sufferance, or trespassers except tenants under the written leases
delivered to Buyer pursuant to this Agreement.
15. NOTICES: All notices shall be in writing and mailed or delivered at the addresses shown
below.
16. FEDERAL TAX REQUIREMENT: If Seller is a "foreign person", as defined by
applicable law, or if Seller fails to deliver an affidavit that he is not a "foreign person", then
Buyer or Title Company, on instruction from Buyer, shall withhold from the sales proceeds
an amount sufficient to comply with applicable tax law and deliver the same to the Internal
Revenue Service, together with appropriate tax Forms.
17. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to
resolve any dispute related to this Agreement that may arise. If the dispute cannot be
resolved by negotiation, the dispute shall be submitted to mediation before the parties resort
to arbitration ar litigation and a mutually acceptable mediator shall be chosen by the parties
to the dispute who shall share the cost of mediation services equally.
1 S. AGREEMENT OF PARTIES: This Agreement shall be binding on the parties, their heirs,
executors, representatives, successors, and assigns. This Agreement shall be construed under
and in accordance with laws of the State of Texas. This Agreement contains the entire
agreement of the parties and cannot be changed except by written agreement. If this
Agreement is executed in a number of identical counterparts, each counterpart is deemed an
original and all counterparts shall, collectively, constitute one agreement.
19. TIME: Time is of the essence in this Agreement and strict compliance with the times for
performance is required.
20. NOTICES: Any notice, correspondence or payment made pursuant to this Agreement must
be made by (a) depositing the same in the United States mail, postage prepaid, addressed as
follows, or (b) delivering the same to the other party. Any notice given in accordance with
Commercial Property Sale and Purchase Agreement Page 5
(a) hereof shall be effective upon deposit in the United States mail, and the addresses of the
parties hereto shall, until changed by written notice to such effect, be as follows:
SELLER: William L. Hoover
Nueces Loft Apartments, LP
13411 FM 1560
Helotes, Texas 78423
With a copy to: John D. Bell
Wood, Boykin & Wolter, P.C.
615 N. Upper Broadway, Suite 1100
Corpus Christi, Texas 78477
BUYER: City Manager
City of Corpus Christi, Texas
P. O. Box 9277
Corpus Christi, Texas 78469
With a copy to: City Attorney
City of Corpus Christi, Texas
P. O. Box 9277
Corpus Christi, Texas 78469
21. ASSIGNMENT: Buyer may not assign this Agreement without the written consent of
Seller; however, such consent shall not be required for any assignment to an entity formed by
or affiliated with Buyer.
22. MISCELLANEOUS:
A. Buyer should have an Abstract covering the Property examined by an attorney of Buyer's
selection, or Buyer should be furnished with or obtain a Title Policy.
B. If the Property is situated in a utility or other statutorily created district providing water,
sewer, drainage, or flood control facilities and services, Chapter 50 of the Texas Water
Code requires Seller to deliver and the Buyer to sign the statutory notice relating to the
tax rate, bonded indebtedness, or standby fee of the district prior to final execution of this
Agreement.
C. If the Property adjoins or shares a common boundary with the tidally influenced
submerged lands of the State, Section 33.135 of the Texas Natural Resources Code,
requires a notice regarding coastal area property to be included in this Agreement.
23. SURVIVAL: The obligations of the Agreement, to the extent not performed prior to the
Closing Date or otherwise released or modified in writing, shall survive the Closing.
24. TEXAS LAW TO APPLY: This Agreement shall be construed under and in accordance
with the laws of the State of Texas, and all obligations of the parties created hereunder are
performable in Nueces County, Texas.
25. REPLACEMENT: This Agreement shall replace and supersede that previous agreement
between Nueces Loft Apartments, LP and Buyer concerning the above Property for all
purposes.
Commercial Property Sale and Purchase Agreement Page 6
EXECUTED in multiple originals effective the ~~day of February, 2008.
BUYER:
CITY OF CORPUS CHRISTI, TEXAS
SELLER:
BEACH CENTER CORPORATION
By: By: ~~¢~^~~ G.
George K. Noe, City Manager William L. Hoover, President
ATTEST:
Armando Chapa, City Secretary
Napo _ 33I ..... ~+ttlt~t~wcs:r
APROVED AS TO LEGAL FORM: ~ ~~~~~+L •r•••~~~~$~~,7
This Ste' day of March, 2008. •.~.,..,,~,
Mary Kay Fischer, City Attorney
.....,
s~c~"""".i~+- ,~ .
~~
A sis t City Attorney
F:15929 Hooverl5 ParkinglCommercial Sale Agmt Beach 08-063-11-15.doc
Commercial Property Sale and Purchase Agreement Page 7