HomeMy WebLinkAboutC2015-062 - 4/21/2015 - Approved ossolowww—
DEPARTMENT OF CAPITAL PROGRAMS
Property and Land Acquisition Division
CC Elevated Storage Tanks—Rand Morgan,#E12210,Parcel 1
REAL ESTATE SALES CONTRACT
THE STATE OF TEXAS §
KNOW ALL BY THESE PRESENTS
COUNTY OF NUECES §
This Real Estate Sales Contract ("Contract") is entered into by and between MARJAK, INC.,
10711 Ella Lee Lane,Houston,Harris County, Texas 77042-3006,hereinafter called"Seller",and
the CITY OF CORPUS CHRISTI, a Texas home rule municipal corporation, P.O. Box 9277,
Corpus Christi,Nueces County, Texas 78469-9277, hereinafter called "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 properties described below together
with together with all rights,privileges and appurtenances pertaining to the properties
situated in Nueces County, Texas:
A 1.103 &0.66 Acre Tract,All Out Of Tract 3-R and A Portion of Tract 1-R
Out Of The Hutchins Tract Subdivision as described by metes and bounds on
the attached and incorporated"Exhibit A"and as shown on the attached map
incorporated as "Exhibit B".
2. Purchase Price. Buyer agrees to pay$188,000.00 cash to Seller.
3. Title Insurance. The Seller must provide, at Buyer's expense, a title insurance policy that
guarantees good and indefeasible title to the Property,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 commitment for title insurance must be delivered to Buyer within
thirty(30) days after receipt of the Contract by the Title Company, with the title insurance
policy to be timely issued after closing.
4. Warranty Deed and Closing Costs. After securing the title insurance commitment,Seller
must execute a General Warranty 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 to Seller. Buyer will'pay all closing costs except costs to 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 2014. All property taxes for the year 2015,if any are due and payable or incurred
for the year, will be prorated between the Buyer and the Seller from January 1, 2015 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
2015-062 uring the following year. Seller will agree to execute a Tax Proration
4/21/15
M2015-040 INDEXED
MARJAK Inc.
Agreement expressly stating this agreement.
6. Earnest Money. Buyer deposits Two Thousand Dollars and No Cents($2,000.00)with the
Title Company as Earnest Money,which will be applied to the balance of the purchase price
owing 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, for 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 local zoning regulatory ordinances,
if any.
8. Time for Performance. This transaction will be closed through the Title Company on or
before ninety (90) days from the effective date of this Contract. Seller shall give Buyer
possession of the Property by executing a 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 the Corpus Christi
City Council and executed by the City Manager, or designee, on behalf of the Buyer.
Buyer must execute this Contract within forty-five (45) 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. 60-Day Inspection Period. Buyer shall have sixty (60) days (the "60-Day Inspection
Period") from the effective date of the Contract to notify Seller of Buyer's election, in
Buyer's sole discretion,to cancel this Contract and receive a refund of the Earnest Money in
the event that Buyer finds the Property to be unacceptable for any reason. Buyer shall have
reasonable access to the Property during all normal business hours and Seller agrees to
cooperate with and assist Buyer in Buyer's inspection of the Property. Failure of Buyer to
deliver to Seller, within the 60-Day Inspection Period, written notice of Buyer's
determination that the Property is unacceptable and to terminate this Contract shall constitute
an election by Buyer to proceed with this Contract and a waiver of Buyer's right to terminate
this Contract on this basis.
a. Right of Entry.
(1) During the 60-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 the
following: utility relocation, 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 ten (10) 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) notify Seller, in
advance, of when the inspectors or assessors will be on the Property; (iii) abide by any
reasonable entry rules or requirements 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 Seller 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 personal injury.
b. Environmental Condition of Property.
Definitions. "Environmental 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 Clear Air Act,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.
"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 findings and conclusions of the Environmental Audit. The cost and expense
of the Environmental Audit shall be borne by Buyer. If the Environmental Audit reveals,or
at any time prior to closing Buyer otherwise becomes aware of the existence of any
environmental condition or violation of 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.
11. Broker Commission. Seller is responsible for payment of all broker's fees and commissions
incurred 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 a landlord-tenant at
sufferance relationship between the parties.
13. Representations and Warranties.
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 effective date of
this Agreement 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 delivered by 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 may be 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, or 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.
Environmental Representations. Except as otherwise expressly provided herein, Seller has
no knowledge that the Property contains Hazardous Materials(as defined in Section 10(b)),
contains any underground storage tanks,or is not in full compliance with any Environmental
Law(as defined in Section 10(b)).
Title to Property. To the best of Seller'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 furnished to Buyer hereunder.
No Options. No person,corporation,or other entity has or,on the date of closing,shall have
any right or option to acquire the Property.
Compliance. Seller has not received any notice from any governmental agency regarding the
Seller's or the Property's non-compliance with any applicable laws,ordinances,regulations,
statutes, rules and restrictions relating to the Property.
14. Mineral Reservation. The sale of the Property is without minerals. Seller reserves unto
itself all of its right,title and interest in and to the oil,gas and other minerals in,on,or under
the Property. If required 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 oil, gas, or other minerals.
15. Essential. Time is of the essence in closing this transaction.
16. Effective Date. The effective date of this Contract is the date in which the Contract is
signed by the Buyer.
Executed in triplicate, any of which constitutes an original.
SELLER:
ARJAK,INC.
By: (.;-"ti:CI Itar-c?
Print Name: l> e K v • TR OOCT
Print Title: U is v eE (t3T
THE STATE OF TEXAS §
COUNTY OF AA rr i S §
This instrument was acknowledged before me on T a h 3g. ,201 5
by Pa.-t rtck V , as vice rNes,' d e n F-
of MARJAK, INC., a Texas corpo tion, on behalf of said corporation acting as officer of and on
behalf of MARJAK, INC., a Texas corporatio i.
Notary Public in and for the State of Texas
[Seal]
CANDACE��RE
Notary VJ
My Comm Exp.My 30.2016
BUYER:
CITY OF CORPUS CHRISTI,TEXAS
P. O. Box 9277
City Hall, 1201 Leopard, THIRD FLOOR
Department of Capital Programs
PROPERTY AND LAND ACQUISITION DIVISION
Corpus Christi, Texas 78469-9277
alli 11 1 ._ i,fiiilig
Exe Ialerie . Gra , P.E.,
ve Direc of 'ublic Works
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on /-,// 2'' ,201 5
by Valerie H. Gray, P.E., as Executive Director of Puflic Works of the City of Corpus Christi, a
Texas municipal corporation, on behalf of said corporation.
�otary Public in and for the dirof Texas
1
N4 EUSEBIO GARZA III
*: 'L MY COMMISSION EXPIRES
„ ; = Febntary 14,2017
APPROVED AS TO LEGAL FORM,THIS DAY OF reC ket ry ,201.6 .
FOR THE CITY ATTORNEY
By.
anet Kellogg, Assistant City Atte CITY LEGAL DEPARTMENT
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CITY SECRETARY LL.1.0mTf COUNCIL 2
REBECCA HUERTA .��,.—
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VOL 2297P GE 194
EXHIBIT "A"
TRACT 1
Tract 3-R, Hutchins Tract, a Subdivision of the City of Corpus
Christi, Nueces County, Texas as shown by the map or plat thereof,
recorded in Volume 44, at Page 76, of the Map Records of Nueces
County, Texas.
TRACT 2
A portion of the north end of Tract One-R (1-R) , Hutchins Tract, a
subdivision of the City of Corpus Christi, Texas, as shown by map
or plat thereof recorded in Volume 44, at Page 76, of the Map
Records of Nueces County, Texas, to which reference is here made
for all pertinent purposes, such portion being more particularly
described as follows:
COMMENCING at a 5/8 inch iron rod found at the intersection of the
east right-of-way boundary of Rand Morgan Road with the south
boundary of said TR. 2-R for the southwest corner of TR. 3-R;
THENCE with the east right-of-way boundary of Rand Morgan Road and
the west boundary of TR. 2-R North 00 degrees 05 ' 25" West at 150.0
feet pass the common west corner of TR. 2-R and TR. 1-R in all
265.79 feet to a 5/8 inch iron rod set for the southwest corner of
the tract herein described, and the POINT OF BEGINNING;
THENCE continuing with the east right-of-way boundary of Rand
Morgan Road and the west boundary of TR. 1-R, North 00 degrees 05'
25" West 127.78 feet to a 5/8 inch iron rod set for the common west
corner of TR. 1-R and TR. 3-R for the northwest corner of this
tract;
THENCE with the south boundary of TR. 3-R and north boundary of TR.
1-R South 89 degrees 59 ' 10" East 184 . 7 feet to a 5/8 inch iron rod
set for the southeast corner of TR. 3-R, also being an inside
corner of TR. 1-R and of this tract;
THENCE with the east boundary of TR. 3-R and the west boundary of
TR. 1-R North 00 degrees 05' 25" West 120.75 feet to a 5/8 inch
iron rod set for common north corner of TR. 3-R and TR. 1-R in the
south right-of-way boundary of Leopard Street for the northernmost
corner of this tract;
THENCE with the south right-of-way boundary of Leopard Street and
the northernmost boundary of TR. 1-R South 65 degrees 15 ' 00" East
116.05 feet to a 5/8 inch iron rod set for common north corner of
TR. 1-R and TR. 4-A for the northeast corner of this tract;
THENCE with the east boundary of TR. 1-R and the west boundary of
TR. 4-A South 00 degree 05' 25" East 200.00 feet to a 5/8 inch iron
rod set for the common west corner of TR. 4-A and TR. 2-R for the
southeast corner of this tract;
THENCE parallel to and 115.79 feet from the south boundary of TR.
1-R, also being the north boundary of TR. 2-R, North 89 degrees 59'
10" West 290.0 feet to the POINT OF BEGINNING.
Any provision herein v!lici:;::ribs i!e S a'2,i sntzi or u:e
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