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HomeMy WebLinkAboutC2010-334 - 8/24/2010 - ApprovedI~F.3'ARTMIgNT aF ENGTNEERING sBRVCCBS Property and Land Acquisition Division Prof. No. 5294, Public Safety Warehouse for PD ~ FD 1362 Saratoga, Blvd. Corpus Christi, Texas Read Estate Sales Contract THE STATE OF .TEXAS ~ COUNTY OF NUECES KNOV[r ALL BY THESE PRESENTS This Contract is entered into by Proportional Prosperity, L.L.C., a Texas Luuited Liability Connpany, of P.O. Bvx 460969, San Antonio, Bexar County, Texas 78230 called "Seiler" and the City of Corpus Ctiristi, a Texas home rule municipal corporation, 1201 Leopard Street,. Corpus Christi, Nueces County, Texas 78401 ("Buyer"). 1. Property. Seller for the consideration and under the terms set out herein, agrees to convey to Buyer the surface estate only of the property described below together with all rights, privileges and appurtenances pertaining to the property situated in Nueces County, Texas: . A. Lots 25, 26 & 27, Block 1, Las Colonies Subdivision Unit 4, a Subdivision of the City of Corpus Christi, Nueces County, Texas, as shown by the map or plat thereof, recorded in Volume 50, Pages 16-17, Map Records, Nueces County, Texas, with street address of 1302 SaratogaBoulevard, togetherwitla all improvements. (Premises) B. Powerbilt brand, Quonset-type arch style, metal building containing approximately 4,816 sq. £t. to be constructed prior to Closing, together with an engineer certified concrete slab meeting State of Texas Windstorm Cea-lification Standards, both to be erected andconstructed bySeller at on-site location selected by Buyer. 2. Purchase Price... $ 594,000.04 cash at closing. Title Insurance. The Seller must provide, at Seder's expense, a title insurance policy that guarantees good and indefeasible title to the Properly, without exceptions to title other than the standard printed exceptions and exceptions permitted under this Contract, and that wholly insures and indemnifies Buyer against any title defects or adverse claims. A reliable title insurance company or title guaranty company ("Title Company") must issue the title insurance policy. The title conunitmant for title insurance must he delivered to Buyer within 30 days after receipt of the Contract by the Title Company, with the title insurance policy to be timely issued after Closing. Buyer aclmowledges receipt of Title Carnrnitrnent issued by Independence Title Company dated March 26, 2010 (G.F. 1'004226-1 l0). 4. Warranty Deed and Closing Costs, After securing the title insurance commitment, Seller must execute a General VL~arranty Deed, drafted in accordance with the provisions of this Contract, that conveys indefeasible title to the Property to Buyer, and Buyer must make the cash payment. Buyer and Seller ~vvill divide all applicable Closing Costs except casts to 2010-334 M2010-196 1 0$12411Q Proportional Prosperity A~ ~i~~~~ cure title, which must be paid by Seller. 5. Property Taxes. Seller must pay all property taxes incurred on the Property up to and including 2009. All property taxes far the year 2010, if any due and payable or incurred for the year, will be prorated between the Buyer and the Seller from January 1, 2014 to the date of Closing. The prorated taxes are only an estimate indicated by a Tax Certificate obtained by the Title Company and the Seller agrees to pay any shortages of property taxes should they occur during the following year. Seller will agree to execute a Tax Proration Agreement expressly stating this agreement. 6, Earnest Money.. Buyer deposits Five Thousand Dollars and no cents 5 D00.00 with the Independence Title Company as Earnest Money, which will be applied to the balance of the purchase price awing at Closing; Buyer will pay the balance of the purchase price owing at Closing. When the Title Company possesses the; executed deed, any other necessary paperwork, and the balance of the cash payment, the Title Company will close and finalize the conveyance in accordance with. its customary procedure. If Buyer fails to Close on this Contract as set out herein, fox any reason other than, title defects, Seller is entitled- to the Earnest Money as liquidated damages for breach of this Contract. Seller may seek to enforce this Contract by an action for specific performance. If Seller fails to tender an executed deed conveying the Property in accordance with the terms of this Contract, Buyer may seek to enforce this Contract by an action for specific performance. 7. Restrictions on Title. Buyer accepts title to the Property subject to all recorded restrictive covenants and use restrictions, if any, and all applicable City zoning regulatory ordinances, if any. S. Time for Performance. This transaction will be Closed tl3rough the Title Company on or before fi0 days from the effective date of this Contract. Seller gives Buyer possession of the Property by executing the General Warranty Deed. Seller's execution of this Contract means that Seller has read and understands that this Contract is not binding on Buyer until approved and accepted by {1) the City of Corpus Christi City Council and executed by the City Manager of the City of Corpus Christi, Texas, or designee and (2) City of Corpus Christi Bond Counsel. Buyer must execute this Contract within 21 days from the date of Seller's execution of this Contract or this Contract is void. 9. Survives. Closing. This Contract survives Closing of the sale of the Property and the delivery of the General Warranty Deed and other necessary documents by Seller to Buyer at Closing, and -all terms and conditions remain in effect between Seller and Buyer. 10. 30-flay Inspection Period. Buyer shall have thirty (30) days (the " 3~-Day Inspection Period") frown the effective date of the contract hereof to notify Seller ofBuyer's election, in Buyer's sole discretion, to cancel this Contract and receive a refuEnd of the Earnest Money in the event that Buyer Ends the Property to be unacceptable far any reason. Buyer shall have reasonable -access to the Property during all normal business hours and Seller agrees to 2 cooperate with and assist Buyer in Buyer's inspection of the Property. Failure of Buyer to deliver to Seller, within the 30-Day Inspection Period, written notice of Buyer's determination that the Praperty is unacceptable and to terminate this Contract shall constitute an election by Buyer to precede with this Contract and a waiver of Buyer's right to terminate this Contract on this basis. a. Right of Entry. (1) During the 30-Day Inspection Period, and at Buyer's sole expense, Buyer or Buyer's authorized agents shall have the right to enter upon the Property for purposes of making such land surveys, environmental site analysis, engineering studies, wetland studies, soil borings and soil analysis as Buyer may deem necessary. Buyer shall not cause or permit damage or injury to the Property. Upon termination of this Contract, Buyer shall promptly restore the Property to the condition existing prior to any tests or studies conducted pursuant to this Contract, This obligation shall survive the termination of this Contract, notwithstanding anything to the contrary contained herein.. Seller shall make available for Buyer's inspection and copying within five (5) days from the date hereof all reports, studies and tests in Seller's possession with respect to the Property. {2) In connection with Buyer's inspections, studies, and assessments, .Buyer must: {i) employ only trained and qualified inspectors and assessors; {ii} nati.fy Seller, in advance, of when the inspectors or assessors will be on the Property; (iii) abide by any reasonable entry rules or xequiremeints that Seller may require; (iv} not interfere with existing operations or occupants of the Property; and {v} restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. {3) Except for those matters that arise from the -sole negligence of Seiler or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies, or assessments, including any property damage or pexsonal injury. To the extent permitted by law, Buyer, as permitted by Texas law will indemnify, .hold harmless, and defend Seller and Seller's .agents against any claim involving a matter for which Buyer is responnsible under this Section. b. Environmental Condition of Property. Definitions: "Environrsiental Law" shall mean any law relating to environmental conditions and industrial hygiene applicable to the Property, including without limitation, the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, the Federal Water Pollution Control Act, the C1earAirAct, the Clear Water Act, the Toxic Substances Control Act, the Endangered Species Act, the Safe Drinking Water Act, the Texas Water Code,. the Texas Solid Waste Disposal Act, and all similar applicable federal, state and local environmental statutes, .ordinances and the regulations, orders and decrees now or hereafter promulgated thereunder. 3 "Hazardous Materials" shall mean any pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, or oil as defined in any Environmental Law existing as of the date hereof. Environmental Audit. Buyer shall have the right to cause an independent environmental consultant chosen by Buyer, in Buyer's sole discretion, to inspect the Property, including but not Limited to an Environmental Site Analysis (ESA) Phase I and Phase II, to determine the condition. of the Property, the presence of any Hazardous Materials and any apparent violation of any Environmental Law (the "Environmental Audit") and to deliver a report describing the Endings and conclusions of the Environmental Audit. The cost and expense of the Environmental Audit shall be borne by Buyer. If the Environmental Audit reveals, ar at any time prior to closing Buyer otherwise becomes aware of the existence of any environmental condition or violation o#' any Environmental Law which Buyer is unwilling to accept or the Seller is unwilling to cure, Buyer shall have the right and option to cancel this Contract and receive a full return of the Earnest Money. Buyex acknowledges receipt of Phase One Environmental Assessment on subject property dated March 3, 2008. 11. Broker. Commission. Seller is responsible for payment of all broker's fees and commissions ineuYxed in connection with the sale of this property. 12. Possession. At the Closing, the Property will be conveyed free of the rights of possession of any third parties in or to the Property except for valid easements, if any, filed of record and currently in force and effect. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is alandlord-tenant at sufferance relationship between the parties. 13. Representations and VParranties. By Seller. In order to induce Buyer to enter into this Contract, Seller makes the following representations and warranties all of which will be true and correct as of the date hereof and as of the date of closing: Authority; No Conflict. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Contract and the documents to be executed and deliveredby Seller in connection with the closing of the transactions described in this Contract (such documents being collectively referred to herein as "Seller's Closing Documents") and to perform its obligations under this Contract and the Seller's Closing Documents. Seller shall present to the Buyer and/or the Title Company, if necessary, all reasonable evidence of such authority which maybe requested by either of them. The execution and delivery of this Contract and Seller's Closing Documents, the consummation of the transactions described herein, and compliance with the terms of this Contract will not conflict with, ar constitute a default under, any agreement to which Seller is a party or by which Seller or the Property is bound, or violate any regulation, law, court order, judgment, or decree applicable to Seller or the Property, except as otherwise expressly provided herein. No Litigation or Proceedings. ,Seller has no knowledge of any pending or threatened litigation, condemnation, or assessment affecting the Property. 4 Environmental Representations. Except as otherwise expressly provided herein, S elier has no knowledge that the Property contains Hazardous Materials (as defined in Section 10(b}), contains any underground storage tanks, ar is not in full compliance with all Environmental Laws (as defined in Section 10(b)}. Title to Property. To the best of Seder's knowledge, Seller has full and complete fee simple title to the Property, subject only to the liens and encumbrances, if any, disclosed on the Commitment or Survey to be furriished to Buyer hereunder. No Options. No person, corporation, or other ezitity has or, on the elate of Closing, shall have any right or option to acquixe the Property, Compliance. Seller has not received any notice from any governmental agency regarding the Seller's or the Property's non compliance with applicable laws, ordinances, regulations, statutes, rules and restrictions relating fa the Property. 14. Mineral Reservation. The sale of the Property is without minerals. Seller reserves unto itself ail of its right, title and interest in and to the oil, gas and other minerals in, on, or under the Property. If requvred by Buyer, Seller will execute a no-drilling agreement, prepared by Buyer, to ensure that Seller will not construct or operate a well on the Property while exercising its right to recover any subsurface ail, gas, or other minerals. 15. Essential. Tirne is of the essence in closing this transaction. 16. Effective Date. The effective date of this Real Estate Sales Contract is the date in which the Contract is signed by the Buyer. ' 1.7. Real Estate Appraisal Requtired. This contract is contingertt on a real estate appraisal obtained by Buyer prior to closing which substantiates the purchase price. 1 S. Building Certification and Permits: At Closing, Seller will provide Buyer all necessary certificates and permits, including but not limited to: 1) Certificate of Occupancy, 2) WPI-8 Windstorm Certificates for both main building and Q-Hut accessary building, (3}Building permits, owner's manuals, and engineered construction plans far the Q-Hut accessory building referenced in. Contract Section 1, B, and (4} proof of compliance with B-41SP Zoning with Special Permit subject to five (5) conditions. specified in Case No. 0714-Oi 19. Counterparts : Multiple original copies of this contract may be executed, and the execution of this contract may be through .the execution by the parties of separate caunte~parts. All of the original copies of this contract together shall constitute one agreement, binding on all of the parties hereto notwithstanding that the parties hereto may or may not be signatories to the same counterpart. Each of the undersigned parties authorizes the assembly of one or more original copies ofthis contract, such that each such original copy of this contract shall coxxsist of (i} the body of this contract and (ii) counterpart signature pages and acknowledgment pages which collectively include all of the signatures and acknowledgments of the parties hereto. Each such contract shall constitute one original of this contract. When the context requires, singular nouns and pronouns include the plural: Executed in triplicate, any of which constitutes an original. PROPOR BY: SELLER L.L.C. PRINTED NAME: / Vl/t ~ r-<a r'na ~--- ~ ~ TITLE; ~,i`~S ~ ~~-- ~- THE STATE OF TEXAS § COUNTY OF BEXAR § This inMstrument was acknowledged before me on Q ~ ~ 2014 by _1' , c.rco ~-a,,r.~Ooc~ as rP ~ ~t. on behatf of Propartianal Prosperity, L.L.C.. ~'~ °L~c JOSfrPN PAUL GIMBLST ,~ Notary public STATE OF TEXAS MY Ccmm. Exp, i4-12-20~r is in and fort ate of Texas BUYER C~TX OP CORPUS CIIRiSTI, TEXAS r GP..Go'~~-/ ` eI It. Escobar, City Manager ATTEST: ARMANDO CHAPA, CITY SECRETARY ~-~~- ~...~, ~...~°,. At)THIIRIL~f~ BT C~~11. ~ -~ T~ ..~,.. SEC~~`IgRY . 6 THE STATE OF TEXAS § GOUNTY OF NUECES § This instrument was acknowledged before me on , 2010 by `Angel R. Escobar as City Manager for the City of Corpu hristi, a Texas municipal corporation, on behalf of'saicl corporation. HOLLY HOUGHT()f+1 f lit U ~~ MY COMMl55lON EXPIRES f+ Notary PUbl~c 1 and for Sep~nher 24, 2012 [Seal] of Texas APPROVED AS TO LEGAL FORM TH1S ~ DAY OF ~~ ` 2010. FOR THE CITY ATTORNEY ero ' a Oc as, Assistant City Attorney H:IHOMEtiEUSIxHIOQ10ET~l1AGE~IJI3ITIONPROdECTFOLDERSIPufilicSafteyWaeehousel+aciliry,524411302Saratoga\13<725aratagaPui~ehase Contract. amended, finel.don 7