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C2016-212 - 5/17/2016 - Approved
TEXAS ASSOCIATION OF REALTORS' COMMERCIAL CONTRACT - UNIMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®IS NOT AUTHORIZED. ®Taxan Association of REALTORS®,Inc.2016 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: City of Corpus Christi, a Texas municipal corporation Address: 1201 Leopard St. Corpus Christi, Texas 78401 Phone: E-mail: Fax: Other: Buyer: Corpus Christi Retail Venture, LP and Corpus Christi Area Council for the Deaf, Inc. Address: c/o 615 N. Upper Broadway, Suite 1100, Corpus Christi, Texas 75401 Phone: 361-888-9201 E-mail: awilson@miller-capital.com Fax: 361-888-8353 Other: idbell(a wbwpc.com and sel(a�wbwpc.com 2. PROPERTY: A. "Property" means that real property situated in Nueces County, Texas at 5151 McArdle Rd., CC TX Mt. Vernon Park (address) and that is legally described on the attached Exhibit "A" or as follows: A tract of land containing 6.36 more or less acres being located at 5151 McArdle Road known as Mt.Vernon Park being legally described Mt. Vernon Unit 3, Corpus Christi, Nueces County,Texas with any and all improvements contained thereon. See Exhibit "A" attached hereto. B. Seller will sell and convey the Property together with: (1) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest - . -- -- . , - -- -- - - -= - , - -: •- - , (2) Seller's interest in all leases, rents, and security deposits for all or part of the Property; and (3) Seller's interest in all licenses and permits related to the Property. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (If mineral rights are to be reserved an appropriate addendum should be attached.) 3. SALES PRICE: A. At or before closing, Buyer will pay the following sales price for the Property: (1) Cash portion payable by Buyer at closing $ 1,763,801.90 (2) Sum of all financing described in Paragraph 4 $ .00 (3) Sales price (sum of 3A(1) and 3A(2)) $ 1,763,801.90 Pa (TAR-1802) 1-1-16 Initialed for Identification by Sellerlitand Buyer gilt_ el-' ge1of13 2016-212 111 Q 5/17/16 she.Suite 101.Hurst.TX 76053,(800)322-1178 City of CC-Mt.Vernon-Miller-030616.ax Printed 10:15'.55 AM 3/7/20 Ord. 030849 INDEXED CC Retail Venture/Council for Deaf Commercial Contract- Unimproved Property concerning 5151 McArdle Rd., CC TX Mt. Vernon Park B. Adjustment to Sales Price: (Check (1) or(2) only.) ❑ (1) The sales price will not be adjusted based on a survey. © (2) The sales price will be adjusted based on the latest survey obtained under Paragraph 6B. (a) The sales price is calculated on the basis of $ 6.40 per: ® (i) square foot of ❑ total area ® net area. ❑ (ii) acre of ❑ total area ❑ net area. (b) "Total area" means all land area within the perimeter boundaries of the Property. "Net area" means total area less any area of the Property within: ® (i) public roadways; ® (ii) rights-of-way and easements other than those that directly provide utility services to the Property; and ❑ (iii) (c) If the sales price is adjusted by more than 10 % of the stated sales price, either party may terminate this contract by providing written notice to the other party within 10 days after the terminating party receives the survey. If neither party terminates this contract or if the variance is less than the stated percentage, the adjustment to the sales price will be made to the cash portion of the sales price payable by Buyer. 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3A(2) as follows: u A. Third Party Financing: One or more third party loans in the total amount of $N/A . This contract: (1) is not contingent upon Buyer obtaining third party financing. ❑ (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Commercial Contract Financing Addendum (TAR-1931). ❑ B. Assumption: In accordance with the attached Commercial Contract Financing Addendum (TAR-1931), Buyer will assume the existing promissory note secured by the Property, which balance at closing will be $ N/A. ❑ C. Seller Financing: The delivery of a promissory note and deed of trust to Seller under the terms of the attached Commercial Contract Financing Addendum (TAR-1931) in the amount of $ N/A. 5. EARNEST MONEY: A. Not later than 3 days after the effective date, Buyer must deposit $ 10,000.00 as earnest money with San Jacinto Title Co. of CC (title company) at 520 Lawrence St., Corpus Christi, Texas 78401 (address) Shelly Grahmann (closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. B. Buyer will deposit an additional amount of $ o.00 with the title company to be made part of the earnest money on or before: ❑ (i) N/A days after Buyer's right to terminate under Paragraph 7B expires; or ❑ (ii) N/A - Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. (TAR-1802) 1-1-16 Initialed for Identification by Seller ' and Buye ►��' �C:1/ Page 2 of 13 aw Computer generated using AutoContract 7'".from AutoReelty,LLC,1060 W.Pipeline.Suite 101,Hurst,TX 76053.(800)322-1178 City o1 CC-Mt.Vernon-Miller-030616.en Printed:1015:56 AM 3/720 Commercial Contract- Unimproved Property concerning 5151 McArdle Rd., CC TX Mt. Vernon Park C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY AND SURVEY: A. Title Policy: (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by any underwriter of the title company in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements: (a) will not be amended or deleted from the title policy. ❑ (b) will be amended to read "shortages in areas" at the expense of ❑ Buyer ❑ Seller. (3) Within 5 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. B. Survey: Within 15 days after the effective date: (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. Seller will reimburse Buyer $7,036.25 (insert amount) of the cost of the survey at closing, if closing occurs. LI (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. ❑ (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey. If the existing survey is not acceptable to the title company, Seller, at Seller's expense, will obtain a new or updated survey acceptable to the title company and deliver the acceptable survey to Buyer and the title company within 20 days after Seller receives notice that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 20 days if necessary for Seller to deliver an acceptable survey within the time required. Buyer will reimburse Seller N/A (insert amount) of the cost of the new or updated survey at closing, if closing occurs. C. Buyer's Objections to the Commitment and Survey: • (1) Within 15 days after Buyer receives the commitment, copies of the documents evidencing the title exceptions, and any required survey, Buyer may object in writing to matters disclosed in the items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or "V" zone as defined by FEMA). IfParagraph6B(1) applies, Y2-(TAR-1802) 1-1-16 Initialed for Identification by Seller and Buye At / , >el— Page 3 of 13 Conputer generated using AutoContract 7 TM,from A,toRealty,LLC,1060 W.Pipeline.Suite 101,Hurst,TX 76053,(800)322-1178 City of CC-Mt.Vernon-Miller-030616.axrd Printed10r 15:56 AM 31712016 Commercial Contract- Unimproved Property concerning 5151 McArdle Rd., CC TX Mt. Vernon Park Buyer is deemed to receive the survey on the earlier of: (i) the date of Buyer's actual receipt of the survey; or (ii) of the deadline specified in Paragraph 6B. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer. (3) Buyer's failure to timely object or terminate under this Paragraph 6C is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before closing: None. Buyer accepts the property in its AS Is WHERE Is condition with any and all faults. See Exhibit B. B. Feasibility Period: Buyer may terminate this contract for any reason within 120 days after the effective date (feasibility period) by providing Seller written notice of termination. (Check only one box.) (1) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer less $ 1,000.00 that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title company. The independent consideration is to be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(1) or if Buyer fails to deposit the earnest money, Buyer will not have the right to terminate under this Paragraph 7B. ❑ (2) Not later than 3 days after the effective date, Buyer must pay Seller $ N/A as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(2) or if Buyer fails to pay the independent consideration, Buyer will not have the right to terminate under this Paragraph 7B. C. Inspections, Studies, or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (TAR-1802) 1-1-16 Initialed for Identification by Seller , and Buye v cC—t- Page 4 of 13 Computer generated using AutoContract 7 TM,from AutoRealty.LLC,1060 W.Pipeline.Suite 101,Hurst,TX 76053,(800)322-1178 City of CC-Mt Vernon-Miller-030616.asrri Pnnted.10:15.56 AM 3/7/2016 Commercial Contract- Unimproved Property concerning 5151 McArdle Rd., CC TX Mt. Vernon Park (3) Except for those matters that arise from the 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. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract. D. Property Information: (1) Delivery of Property Information: Within 10 days after the effective date, Seller will deliver to Buyer: (Check all that aooly.) ® (a) copies of all current leases pertaining to the Property, including an modifications, supplements, or amendments to the leases; ❑ (b) copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller will not pay in full on or before closing; �C] (c) copies of all previous environmental assessments, geotechnical reports, studies, or analyses made or relating to the Property; and ❑ - -= - - - -- - - - ----- - - ' -= - - -- - •: -- - -- - ; (e) plats of the Property; ❑ (f) copioe of curront utility capacity lettere from tho Property's water and cower eorvice provider; ap4 (g) if any of the above is in Seller's possession or control. (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check all that apply.) (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in other than an electronic format and all copies that Buyer made of those items; (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered to Buyer or Buyer copied; ml 3fOC cxx t xafoalboxrss ti c xa ac> o xx be4eglxkaxD c opentyxt Ciit t" t of x a btodiv zorietasil. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract. After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. 8. LEASES: A. Each written lease Seller is to assign to Buyer under this contract must be in full force and effect according to its terms. Seller may not enter into any new lease, fail to comply with any existing lease, or make any amendment or modification to any existing lease without Buyer's written consent. Seller must disclose, in writing, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently occur before closing: (1) any failure by Seller to comply with Seller's obligations under the leases; (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any advance sums paid by a tenant under any lease; (4) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease; and (TAR-1802) 1-1-16 Initialed for Identification by Seller , and Buys , V`' , 7C ' Page 5 of 13 Conputer generated using AutoContract 7 TM,from AutoReatty.LLC,1060 W.Pipeline,Suite 101,Hurst,TX 76053,(800)322-1178 City of CC-Mt.Vernon-Miller-030616.axe Printed:10.15:57 AM 3/7/2016 Commercial Contract- Unimproved Property concerning 5151 McArdle Rd., CC TX Mt. Vernon Park (5) any amounts payable under the leases that have been assigned or encumbered, except as security for loan(s) assumed or taken subject to under this contract. B. Estoppel Certificatoe: Within daye aftor the effective date, Sellor will deliver to Buyer eetoppel certificates signed not earlier than by each tonant that loacoc epaco in the Property. The estoppel certificates muet include the certifications contained in the current version by a third party lender providing financing under Paragraph I if the third party lender requcoto ouch additional information at least 10 days prior to the oarliect date that Seller may deliver the eigned 9. BROKERS: A. The brokers to this sale are: Principal Broker:The Clower Company Cooperating Broker: N/A Agent:George B. Clower Agent:N/A Address:P.O. Box 2525 Address:N/A Corpus Christi, Texas 78403 N/A Phone& Fax:361-880-4111 361-880-4118 Phone & Fax:N/A E-mail:austin@allenreadvisors.c E-mail:N/A License No.:428055 License No.:N/A Principal Broker: (Check only one box) Cooperating Broker represents Buyer. U represents Seller only. ❑ represents Buyer only. Cl is an intermediary between Seller and Buyer. B. Fees: (Check only (1) or(2) below.) (Complete the Agreement Between Brokers on page 13 only if(1) is selected.) ❑ (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. (2) At the closing of this sale, Seller will pay: Principal Broker a total cash fee of: Cooperating Broker a total cash fee of: 4.5 % of the sales price. Li N/A % of the sales price. ❑ N/A ❑ N/A The cash fees will be paid in Nueces County, Texas. Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. /LP(TAR-1802) 1-1-16 Initialed for Identification by Seller ' , and Buye6 / co— Page 6 of 13 ,• Computer generated using AudoContract 7 TM,from AutoRealty.LLC,1060 W.Pipeline,Suite 101,Hurst,TX 76053,(800)322-1178 City of CC-Mt.Vernon-Miller-030616.axrd Printed.10:15:57 AM 3/7/2016 Commercial Contract- Unimproved Property concerning 5151 McArdle Rd., CC TX Mt. Vernon Park 10. CLOSING: A. The date of the closing of the sale (closing date) will be on or before the later of: (1) thirty(30) days after the expiration of the feasibility period. ❑ N/A (specific date). D N/A (2) 7 days after objections made under Paragraph 6C have been cured or waived. B. If either party fails to close by the closing date, the non-defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver, at Seller's expense, a ❑ general special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller, at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) an assignment of all leases to or on the Property; (3) to the extent assignable, an assignment to Buyer of any licenses and permits related to the Property; (4) evidence that the person executing this contract is legally capable and authorized to bind Seller; (5) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the title company to: (i) withhold from Seller's proceeds an amount sufficient to comply applicable tax law; and (ii) deliver the amount to the Internal Revenue Service (IRS) together with appropriate tax forms; and (6) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and issuance of the title policy, all of which must be completed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer;and 2)ostgtbtGgt od<kaceaoc ccrmdzur r Apexkz*ANt a ntmxait attematbtlagio( (e)xactonnuted mpenhes(xacca ckap> x poaeabfedocixtbatem auds)seoc n(oteplizsitx d ( xs aitteo ;ttof tOdemnoontodx he<setztoity(tepcsit< (4)xsigo( ssaoptioa nbatbcbeeeesdhon t)effeot lona i( (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. 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. (TAR-1802) 1-1-16 Initialed for Identification by Seller , and BuyA! , 5E-z-- Page 7 of 13 1111 Conputer generated using AutoContract 7^'from AutoRealty.LLC,1060 W.Pipeline,Suite 101,Hurst,TX 76053,(800)322-1178 City of CC-Mt.Vernon-Miller-030616.axrri Printed:10:15:58 AM 3/7/2016 Commercial Contract- Unimproved Property concerning 5151 McArdle Rd., CC TX Mt. Vernon Park 12. SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract. (If special provisions are contained in an Addendum, identify the Addendum here and reference the Addendum in Paragraph 22D.) See attached Addendum to Commercial Contract- Unimproved Property attached hereto. 13. SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; (2) preparation of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; (6) other expenses that Buyer will pay under other provisions of this contract. 14. PRORATIONS: A. Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: If Seller's use or change in use of the Property before closing results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of the Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 14C survives closi .. (TAR-1802) 1-1-16 Initialed for Identification by Seller Al' and Buye 6 , c� Page 8 of 13 -111 Computer generated using AutoContract 7 TM,from AutoRealty.LLC.1060 W.Pipeline.Suite 101,Hurst,TX 76053,(800)322-1178 City of CC-Mt.Vernon-Miller-030616.axml Printed:10:15:58 AM 3/7/2016 Commercial Contract- Unimproved Property concerning 5151 McArdle Rd., CC TX Mt. Vernon Park 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller, as Seller's sole remedy(ies), may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure except for any damages resulting from Buyer's inspections, studies or assessments in accordance with Paragraph 7C(3) which Seller may pursue, or (Check if applicable) ❑ enforce specific performance, or seek such other relief as may be provided by law. B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) enforce specific performance. 16. CONDEMNATION: If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: A. terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration paid under Paragraph 78(1), will be refunded to Buyer; or B. appear and defend in the condemnation proceedings and any award will, at Buyer's election, belong to: (1) Seller and the sales price will be reduced by the same amount; or (2) Buyer and the sales price will not be reduced. 17.ATTORNEY'S FEES: If Buyer, Seller, any broker, or the title company is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non-prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money, the title company will give notice of the demand by providing to the other party a copy of the demand. If the title company does not receive written objection to the demand from the other party within 15 days after the date the title company sent the demand to the other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18, each party hereby releases the title company from all claims related to the disbursal of the earn st money. (TAR-1802) 1-1-16 Initialed for Identification by Seller , and Buyei ' , Sc Page 9 of 13 Computer generated using AutoContract 7 TM,from AutoRealty,LLC.1060 W.Pipeline.Suite 101,Hurst,TX 76053,(800)322-1178 City of CC-Mt.Vernon-Miller•030616.nerd Ported.10-15.58 AM 3/7/2016 Commercial Contract- Unimproved Property concerning 5151 McArdle Rd., CC TX Mt. Vernon Park E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to the title company are effective upon receipt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for: (i) damages; (ii) the earnest money; (iii) reasonable attorney's fees; and (iv) all costs of suit. G. ❑ Seller ❑ Buyer intend(s) to complete this transaction as a part of an exchange of like-kind properties in accordance with Section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contemplated exchange will be paid by the exchanging party. The other party will not incur any expense or liability with respect to the exchange. The parties agree to cooperate fully and in good faith to arrange and consummate the exchange so as to comply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Code. The other provisions of this contract will not be affected in the event the contemplated exchange fails to occur. 19. MATERIAL FACTS: To the best of Seller's knowledge and belief: (Check only one box.) ❑ A. Seller is not aware of any material defects to the Property except as stated in the attached Commercial Property Condition Statement (TAR 1108). (1) any subsurface: structures, pits, waste, springs, or improvements; (2) any pending or threatened litigation, condemnation, or assessment affecting the Property; (3) any environmental hazards or conditions that materially affect the Property; (1) whether the Property is or has been used for the storage or disposal of hazardous materials or toxic waste, a dump site or landfill, or any underground t (5) whether radon, asbestos containing materials, urea formaldehyde foam insulation, lead based paint, toxic mold (to the extent that it adversely affects the health of ordinary occupants), or other pollutants or contaminants of any nature now exist or ever existed on the Property; (6) any wetlands, as defined by federal or state law or regulation, on the Property; (7) any throatonod or ondangorod epocioe or thoir habitat on tho Proporty; • dotrimontally affoct tho ordinary ueo of tho Proporty; • - - -• " • - S - --- - - - -- - a - • - - (Dc3cribc any exceptions to (1) (10) in Paragraph 12 or an addendum.) 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand-delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. ❑ A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. Il B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22. AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. This contract is to be construed in accordance with the laws of the State of Texas. (TAR-1802) 1-1-16 Initialed for Identification by Seller , and Buy SEL Page 10 of 13 Computer generated using AutoContract 7 TM,from AutoRealty.LLC,1060 W.Pipeline.Suite 101,Hurst,TX 76053,(800)322-1178 City of CC-Mt.Vernon-Miller-030616.axrd Pnnted:10:15:59 AM 3/7/2016 Commercial Contract- Unimproved Property concerning 5151 McArdle Rd., CC TX Mt. Vernon Park If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. D. Addenda which are part of this contract are: (Check all that apply.) (1) Property Description Exhibit identified in Paragraph 2; IJ (2) Commercial Contract Financing Addondum (TAR 1931); ❑ (3) Commercial Property Condition Statement (TAR 1408); ❑ ('I) Commercial Contract Addendum for Special Provisions (TAR 19'10); O (5) Notico to Purchacor of Roal Proporty in a Wator District (MUD); O (6) Addendum for Coastal Area Property (TAR 1915); O (7) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway (TAR 1916); (8) Information About Brokerage Services (TAR-2501); and )61 (9) See Attached Addendum to Contract and Exhibit B. (Note: Counsel for the Texas Association of REALTORS®(TAR)has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission(TREC)or published by TAR are appropriate for use with this form.) E. Buyer may ❑ may not assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all obligations and liability of Buyer under this contract. 23. TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract after all parties execute this contract. 25. ADDITIONAL NOTICES: 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 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property." The real property is described in Paragraph 2 of this contract. (TAR-1802) 1-1-16 Initialed for Identification by Seller • and Buy SEL Page 11 of 13 Conputer generated using AutoContract 7'",Pore AutoRealty.LLC.1060 W.Pipeline.Suite 101,Hurst,TX 76053,(800)322-1178 City of CC-1,1t.Vernon Miller-030616.axe Pooled 10 15 59 AM 3'712016 Commercial Contract- Unimproved Property concerning 5151 McArdle Rd., CC TX Mt. Vernon Park D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135 of the Texas Natural Resources Code requires a notice regarding coastal area property to be included as part of this contract. E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract. F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra-territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the credit worthiness of the parties. H. NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water, including a reservoir or lake, constructed and maintained under Chapter 11, Water Code, that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating level, Seller hereby notifies Buyer: "The water level of the impoundment of water adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored in the impoundment; or (2) drought or flood conditions." 26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on May 18, 2016 , the offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Seller: City of Corpus Christi, a Texas municipal Buyer: Corpus Christi Retail Venture LP corporation By: CC Retail South Texas GP LLC, its general manager By: Institutional Mall Investors, LLC, its sole member By: Miller Capital Advisory, Inc., its manager By: n - - _ _ _ C ' /�C �J By(signatur: — — AW By(signature): n,� ( �9 �Printed Name: MU e-, R035Q,) Printed Name: 'ichard Kobe Title: 2 U r r L21Y L4-€-Y Title: Senior Vice President-Development By: U Corpus Christi • ea Council for the Deaf, Inc. By(signature): ' / ) By(signature): 41,71E; Printed Name: Printed Name: Scott : L-ndreth Title: Title: Authorized Board Member ATTEST: A - REBECCA HUER ►� I CITY SECRETAR >5ti TAR 1802) 1-1-16 hut, Page 12 of 13 Lisa Aguilar !T CQUNCfl_ - w I Affistant City At'iolloy City of CC-M.Vernet Mil er-030616 ax Computer generated using A,,toContracl 7'•.from Autop.alty. G.1060y�Fp 8lme Suite 101.Murst,TX 76053.(800)322-1178 t-O f catty raceme), V Printed.10'.16.00 AM 317/20 STGRETARv'`.j Commercial Contract- Unimproved Property concerning 5151 McArdle Rd, CC, Texas Mt. Vernon Park AGREEMENT BETWEEN BROKERS (use only if Paragraph 9B(1)is effective) Principal Broker agrees to pay (Cooperating Broker) a fee when the Principal Broker's fee is received. The fee to be paid to Cooperating Broker will be: $ , or ❑ % of the sales price, or ❑ % of the Principal Broker's fee. The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal Broker: Cooperating Broker: By: By: ATTORNEYS Seller's attorney: Buyers attorney: John D. Bell /Scott E. Landreth Wood, Boykin & Wolter, PC Address: Address: 615 N. Upper Broadway, Suite 1100 Corpus Christi, Texas 78401 Phone& Fax: Phone & Fax: 361-888-9201 & 361-888-8353 E-mail: E-mail: jdbell@wbwpc.com and sel@wbwpc.com Seller's attorney requests copies of documents, Buyer's attorney requests copies of documents, notices, and other information: notices, and other information: ❑ the title company sends to Seller. ZI the title company sends to Buyer. ❑ Buyer sends to Seller. 151 Seller sends to Buyer. ESCROW RECEIPT The title company acknowledges receipt of: ❑ A. the contract on this day (effective date); ® B. earnest money in the amount of $ 10,000.00 in the form of on Title company:San Jacinto Title Co. of CC Address: 520 Lawrence St., Corpus Christi, Texas 78401 By: Phone & Fax: Assigned file number(GF#): E-mail: (TAR-1802) 1-1-16 Page 13 of 13 Computer generated using AutoContract 7'',from AutoRealty.LLC.1060 W.Pipeline.Suite 101,Hurst,TX 76053,(800)322-1178 City of CC-Mt.Vernon-Miller-030616.axntl Peeled:10:16.00 AM 3/7/2016 EXHIBIT A Title Commitment Md.. National MN n.rmce G.F. No. 160211716 E1fec1M Dote February 1 2016 Noe claw el..Y 4 2016, 12.00 am. and ▪ Survey woe �.00a•MleereNmce^o Me bow TIY Coma abinant nly ab M M 4(1494.0 ler my sabseawA4 bmeectl am Mem srem, Pa. fan 4.9 ▪ ream.• • Ude seven Ify. sit rw.r. rete. the p3... b.' .de might , 94. elenty N e Me YM shown :seem woo gained Imm 1M TIde Carmbnm ley, If Flour Bluff otherte. one E c matters Forfort, Ga Tracts derecorded in dication A. Popes 443. Mop o d Plat Records of . County, etas (Does not effect. Affected Late of F.B. le E.F. tr G.T.) Whey .wenn% crab moment. ed other matters eel m69 des.90.7 .let I MC b4*, Unit 3, nwr*44 M Penn. 19, of M, VernonMap e2' of Muco 66.44 Tela (Dew .Meat, PO .Moon on the Survey.) Easement(e) for the purpose(s) shown Pe. and rights .nteithereto, fgs document: t eDeand appurtenant* e DotD.C.... 4, 1940 Recording N. Volume 266, Pone 169, Deed Records of N s County. Texas. (Does not effect. Affected Lat5, Bloat 12, of Bluff Portion.) O Eeaemmt(an purpoas(e) t e and rrynta grantee n Oriented to: City of G Texas Purpose Rood acct. and public en mnti0 and rwrtmant. Dote. Porch 1956 Recording No Volume 731, Pon. 61, Dere R off . sexes. (Daes not anotia Affecteded Lots fat. 1 s : m Fe. le Ee. tr a2'.) Eaeoment).) fan (0. porpoee(e) shown boo. and rights incidental tthereto. ohi 7onted in n o document: Pipe L y Purpose. to,Humble and appurtmann porPo. Date January 21, 1937 Recording No'. Volume 227. Page 114, Cie. Records of Nue.. County. an ended by Volume 271, page 534. De. Records of Nu.. County, Texas (May affect. Description ambiguous and nonClottable.) OEe...eV.) Ir 69 pryae{.) sham below and Incidental thereto. as panted M a doanent Punted tar Central Power and Light Cmeany and pKen.. Sec.Sec.dletreutbn net.net.R �d eg Date September 3. 19'50 n0e.691 nTe. (Fenn In ussnoWn.1E ��afMe Armed 4) Murw Right Way Eaemme 14. 1941, from E. A. Johnson Ter hig0wa 4(4 appurtenance County put recorded e toVolume 269, po 312,,D Y. Tevaa gether tea. (Dor not affect. R.O.W. terms is far Letting. Elf.) to rWrinmr O m tong proris.na s I IoM a em Na. 4, and alher wenn sedan .n Volume 741, Page 527, Deedd+ s County. t with II Mms e on nem pra+ therein stated. (Not a Survey molter.) 107w .en Unrecorded LaAp2'a doted January 25, 2013. between 02y City of Carpus Chrletl Tema and Corpus Chr. Arse email far IM Deaf. Inc, ae appro. by Ordnance 029660. and r 021272. Insofar It c a sort. al abject pod property a+ defined M saedimncse. (Mer afloat. Ordnance doeume enfe we not recorded) Agreement regardingCh m Deveapment BlGran P [ Program dAug. 2 2000,et between City or Corp. Christi. Teras anCorpus Christi Council a the Os., Inc.. corded at Document No. 20001130993, Maid Public Records of Nueces County. Tams, together w terms and p visions therein stated. (Not a Su Y atter.�na Flood Not. By rahic pb*Un9 4 0,, .M property. M Zeno -C of IM ibod B Rale Mop. Canmwn0y Pm4 Number 485464 0204 C, sed 405464 0303 Cty of Car L Tx whets seas on eft.. dole of Joy 10. and Y not M a Spy. flood Wxord Nva ALTA/NSPS Table A Notes Table A Item 1 AJne(r) e1 M. suren•ff property n Jedeoed M documents to ar obtMedbyy the wrwyer, or unnerved co mnduclF the 116... No adds Pan 6 ear ed o eh. Ilne of the Surrey. Table A Hen 7. Exterior derr.,Yms 0/ ad euedinga at ground I.W. Na Bu9B,9. M+IM9 m 99* Srwyed 9444.14 at the tine of fwd.., Dable nen 16. Onerwd nWmce of current earth .40099 .ark u4d.Y adotbn. oberwd M. poor of conducting M. MWeard. No evidence .erred et the tbhw of .. Survey. Table A Men 10. II Mere hoe he a Md d.Malbn of wetlands condi ed by a moaned maclalM bled by Me client the cyan end Meats my NMsomonis nen* reci tlon mos desethe ps el aet617 !le INdwore and allow Mon an Me face of the plat or m2'. No *nom of marere ob... the tem of the Survey. Table A Item 20. Pre.ebnY Lbdny berme. poky deed by Br. Sure., N the mn.non enema of $1,000,000 to be F lee Mrmpzut 8e con.. term. Certificate of Income to be AmY9ed alme repent but MN Nem end not he 0dose..d m Me faze d M. r of. )140-EA/L2A,41QQ 11th R Aw90neversete Y. end 1 era )II l 1 I e I I I I sene 000 ay me (wee 1 Wires. •0r.7r' T:249.es' .Cant1-14.99' 001 321225' E Cr200 MSe1b0' v. n'-3.9an,9 wean' T;19426• CbM armi2' 1,, .(0700114). (1o.-Sam �3ewi7.12' 1 41T a0A0' 00 11 77$•12' E 0,44243• 1,1 Called Acreage: 7.245 Acres Gros. Acreage: 6.81 Acne Right -of -Way Easement: 0.2428 Acres Net Acreage: 6,38 Acre (277,9r St f1.) 0,1 YA.N.Gi. a� en 142' (e-96(44' 1~2783.79• ..0 *049 er16417' -A� �cl n4 en C.5 31.' • J. C.5 31.3649' w 01!4.14' Su6}at Tract. M PIM Zea '55-6' CIty of ornllyCarpi a Ze1kr9 DleiricZoning yr M. Qty a2' cape alar SmM4 am . and ho U. heewMzoninggzoningmk g r.wnenrht.: MM Lot Arc -- 6,050 MM fol IMM (ft) -- 50 MM Yea. (a) Street - 25 Street (err) -- 5.. 4.110 e1 sole (unpe) - Side (total) -- 10 Rea -5 MM Open Spar -- 30 Mor 14601(e)--36 25 Regular Space* 2 Acce..lN Spec. 27 Toted 5Rer. 3514' 0,O-4 es 4 941511 Jt W1433' Axa) 7.157.715' C -1 320.63' p t1r314.2b' 0 !Or tr. pp .Ir ,Y ,10141. EMT CC e J/e•um rots rmot 0. owe. aeJmr rear • roes one •• 0/ o::«: ®stem seer Payer ave mosso. o k mosso.N • we o Power Per Ifttor Pot. SI - PPR PO (pal -- PO- 403 (04) car Pim UP last m 01.4Plid 06.6 Utility Nate: T1.e location of underground ul9MJw hewn hereon an need on Wan above ground alructuree and the CHy of Copus Christi 016 UtIHy Mop. Loartlafe of underground u(IHlse/.Leah..e may coy from bcat4ns hereon. AMP.nal burled Intim/.buonne may be encountered Mo ncawt9no were made during the Before or this thin, eurryto i 994999,te buried ut11Use/.Wcturee d M Tek Ixo*4ArirMle age.. m 2'w wrlllcatlof utility type Genal Note. 1.) Beall. bad an CPS, NA083 (2011), Tr.. Coordinate Sseten of 1953. Tates South Zone 4203. ,Ne(o c ing/01 o ce) 2-) Centime noon hereon 00 bred on the Har. Ame0n Vrt.d Debra of 1948 (*441)88), Geo. 124. 3.) Some features Yarn on MN Secy nay be out of .cale far ceeny. 4) I. arm was 1ed tom field clot, obtained on February 15.20 5.) Event.. pertaining to 01. Gr, old Mineral tepee.. R.I. Royalties /an Re.wtlm. wen ratd.d to b1rmM thy de er de not anent M. Subject.. Tract. 9.) a aper. that .arl6ue.rob. w6.. Iowan and ut16M le. beneM.e . Slb}t Rel on fond to be Other mn ten mepeclab. boundary In.(.) E/w o ent(.), es no.., hereon. SLIrvevor'e Certificate. To Corp. 01011 Ret. Venture LP. M Tina*Sou. T 110. 02 Sou. Txr W U.C. Imtltutlard Mae Iona**. LIG. cerarnb Pule. Emplyws' Relnewnl System. MCA Md Invaders U.C. 1,16Mr C44Md Abior)), Inc. Tradmwt Mana9rnmt LTD, od F.•111, hal.. Me ...nen Thle M to certify that UM moporp.1 ear.0 the elrankh ketal web N M e. made dente eM 15e 2010 Minimum Standard Ds. Rp0M.nmt. for ILTA/NSPS Land Rd Srre )*Oy s090,90 ed adopted by ALTA and MSPS od Inclu nems 1. L 5. 4. 5. 6(0), 1(9), e. 9, 91, 13, 10, in 2a or Tonle A there. T.e Reid .0k w aomniaed an 7YRuoy 10-15. 2016. Dot* of Rat or Mr: - 2019. URIAN ENGINEER.. W2' noose8 V90 M M seomsM ey 4 4390900 be ear/ r O&M 200 M r e b.E 6r.s dimmest. Ames 5. Cor..15 104490 Na 0455 REV.BY DATE DESCRP110N APPROVED IFENGINEERING PP nes PO NOSPOI • IOWO Mall 11 OPP PPE m.Aw.MP. Pt ew.wab. URBAN ALTA/NSPS LAND TITLE SURVEY LEGAL DE5CAIP1ICe 7. rive eon w inn Yroe.ir IM S P r el dor arwnowe < New ones Tan geniis e.l le fire OMS en et Mal .wase t e ur venn R Pen 04 We Ire el Ira.. (ante Tr. 99 Pert of tar 9.9 (QMM(N se`n;Y or. ear Nor far a. darn Aar .tee. Nae *NOP MYYww.wr hew w arm. A Par 01-43. Mae ..se* Y Wpm Cont. Tee DRAWN BY: +9th SCALE: l� 15 Joe NO:4.7847.6.8 CNN'D. BY: DATE: 1 3L1e-SNHEET: 1__OF: 2 .awaArwJTe+ . by eMe..e ADDENDUM to UNIMPROVED COMMERCIAL CONTRACT - UNIMPROVED PROPERTY between THE CITY OF CORPUS CHRISTI ("SELLER") and CORPUS CHRISTI RETAIL VENTURE LP and CORPUS CHRISTI AREA COUNCIL FOR THE DEAF, INC. ("BUYER") , Seller Provisions 1. This Contract is contingent upon final approval and majority vote from the Corpus Christi City Council no later than May 18,2016. 2. Buyer acknowledges that the subject property is being sold in its AS IS WHERE IS condition with any and all faults per the addendum attached hereto as Exhibit B and the limited representations and warranties in the Contract. 3. Buyer, at Buyer's sole expense, shall be responsible for any and all platting and/or zoning application fees and any associated expenses related to platting or rezoning the said property. 4. If due to factors beyond Seller's control,the commitment and/or the exception documents are not delivered within the time required, either party may terminate this contract and the earnest money be refunded to Buyer, as its sole remedy. 5. In regards to Paragraph 17—ATTORNEY FEES: the last sentence shall be modified to read as followed: "This Paragraph 17 survives termination of this Contract, however,the Seller shall not be liable for any such attorney's fees." Buyer Provisions 1. Rezoning of Property. Since the current zoning of RS-6 for the Property does not allow any uses of the Property commensurate with the value agreed for the Sales Price,this Contract is contingent upon the successful rezoning of the Property to allow all uses authorized in CG-2 zoning, save and except a bar,tavern or pub, nightclub,discotheque or pool hall, or any other zoning classification agreeable and acceptable to Buyer. Buyer shall apply promptly for such zoning change and Seller agrees to join in the application as the owner in the manner required by the City's Unified Development Code. 2. Division of Property. Within 15 days of the receipt of the required zoning approval, Buyer shall submit a plat for the Property dividing the Property into two separate lots to be conveyed to the parties comprising the Buyer, within one lot to be comprised of approximately 4.89 acres to be conveyed at Closing to Corpus Christi Retail Venture LP, if- Seller's Initial's ,Buyer's Initial'eis / el--" Addendum Page 1 and the other lot comprised of approximately 1.47 acres to be conveyed at Closing to Corpus Christi Area Council for the Deaf, Inc. 3. Extension of Feasibility Period. In the event that the required zoning approval and plat approval have not been received within the Feasibility Period, the Feasibility Period shall be subject to automatic extension provided that an application for such zoning approval has been filed and remains pending or an application for such plat approval has been filed within the time prescribed above and remains pending. If extended as provided in this Section,the Feasibility Period shall expire 30 days following approval of the final plat by the Corpus Christi Planning Commission. 4. Conveyance of Separate Lots. The Closing shall occur concurrently with filing the approved plat, and Seller shall provide a separate special warranty deed for each such lot to the party designated by Buyer to acquire such lot. 5. Title Insurance. The Seller shall provide an owner policy of title insurance for each such lot in accordance with the provisions of Section 6 of the Contract. The respective party comprising Buyer shall be responsible for the cost of deletion of the survey exception and any endorsements requested by such party. 6. Credit for Council for the Deaf. The Sales Price reflects a credit for the sole benefit of the Corpus Christi Area Council for the Deaf, Inc. for an amount equal to the 29,494 square feet of the Property that currently is subject to a long-term lease in favor of the Council for the Deaf running until 2033. Seller's Initial's .A-t---- ,Buyer's Initial's A� I , cel.i Addendum Page 2 ' 7. Credit for Earnest Money and Survey Expense. The Earnest Money and credit for the survey expense shall be applied to the settlement statement for Corpus Christi Retail Venture LP. 8. Termination of Lease and CDBG Restriction. The Seller represents that the only unrecorded lease it has authorized affecting the Property is the current lease to the Corpus Christi Area Council for the Deaf, Inc. The Seller agrees to execute such documents at Closing as are necessary to confirm that the unrecorded lease in favor of the Council for the Deaf and the CDBG Restriction dated August 2, 2000, with a stated term of six years have been terminated and in no way affect the portion of the Property acquired by Corpus Christi Retail Venture LP. 9. Material Facts. Notwithstanding Section 19 of the Contract, to the best of Seller's knowledge and belief, Seller is not aware of: (2) any pending or threatened litigation, condemnation, or assessment affecting the Property; (9) any contemplated material changes to the Property or surrounding area that would materially and detrimentally affect the ordinary use of the Property; and (10) any condition of the Property, excluding the leasehold improvements of the Corpus Christi Area Council for the Deaf, Inc.,that violates any law or ordinance. For the purposes of this provision, "to the best of Seller's knowledge and belief' shall be interpreted to mean the best knowledge and belief of the Seller's City Manager and City Attorney and shall not be construed to include any other employees of Seller. 10. Liability for Purchase. The Seller acknowledges that the liability of the Corpus Christi Area Council for the Deaf, Inc. and Corpus Christi Retail Venture LP under this Contract is not joint and several, but each party comprising the Buyer shall be solely liable for matters pertaining to the portion of the Property being acquired by it and for no other obligations. 11. Termination During Feasibility Period. Seller and each Buyer acknowledges and agrees that Corpus Christi Retail Venture LP shall have the sole right to exercise the termination right of Buyer pursuant to Paragraph 7B of this Contract. In the event Corpus Christi Retail Venture LP elects to terminate this Contract pursuant to Paragraph 7B,the earnest money (less the independent consideration) shall be promptly returned to Corpus Christi Retail Venture LP, and, except as expressly provided to the contrary in this Contract, no party shall have any further obligations or liabilities under this Contract; provided that, the Corpus Christi Area Council for the Deaf, Inc. may enter into a separate contract for the purchase of the portion of the Property to be acquired by it. Seller's Initial's ,Buyer's Initial's �' It— Addendum Page 3 EXHIBIT "B" "AS-IS" PURCHASE (A) BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY"AS-IS""WHERE-IS"AND "WITH ALL FAULTS" WITHOUT ANY WARRANTIES,REPRESENTATIONS OR GUARANTEES,EITHER EXPRESSED OR IMPLIED, OF ANY KIND,NATURE, OR TYPE WHATSOEVER FROM, OR ON BEHALF OF, SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,BUYER ACKNOWLEDGES AND AGREES THAT SELLER HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL IMPLIED WARRANTIES CONCERNING THE CONDITION OF THE PROPERTY AND ANY PORTIONS THEREOF, INCLUDING,BUT NOT LIMITED TO, ENVIRONMENTAL CONDITIONS, PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS,AND ALSO THE IMPLIED WARRANTIES OF HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. (B) BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED, AND WILL NOT RELY, UPON ANY REPRESENTATIONS OR WARRANTIES (ORAL OR WRITTEN)MADE BY OR PURPORTEDLY MADE ON BEHALF OF SELLER, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. (C) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, BUYER AGREES THAT NO REPRESENTATION BY OR ON BEHALF OF SELLER OR THE SELLER'S AGENTS HAVE BEEN MADE TO BUYER AS TO THE CONDITION OF THE PROPERTY,ANY RESTRICTIONS RELATED TO THE DEVELOPMENT OF THE PROPERTY,THE APPLICABILITY OF OR COMPLIANCE WITH ANY GOVERNMENTAL REQUIREMENTS, INCLUDING,BUT NOT LIMITED TO, ENVIRONMENTAL LAWS, OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. (2";"---cel."" , Seller's Initial's ,Buyer's Initial' '(7� Addendum Page 4 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-50910 Corpus Christi Retail Venture LP Corpus Christi,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/05/2016 being filed. City of Corpus Christi Date Acknwledged:r1"' 2L)1U 3 Provide the identification number used by the governmental entity or state agency to track or identify the Contract,and provide a description of the services,goods,or other property to be provided under the contract. 64 purchase of Mount Vernon Park land at 5151 McArdle Road 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary Wood, Boykin&Wolter, PC Corpus Christi,TX United States X Institutional Mall Investors, LLC Skokie, IL United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. 1(YVEROMCACSALAIS Notary Public �I�� i m� y STATE OF TEXAS Si. at re of aut'orized agent of contracting business entity ProFn*4 My Comm. Exp. 0906-2016 A FIX N�OTTARY S AMP/SEAL ABOVE v v me Sworn to and subscribed before me,by the said John D. Bell ,this theday of May , 20, 16 ,to certify which,witness my hand and seal of office. 1 ,z-.-____C jc,„:„______ Y d 4;L_a r Sa kit's 1 440/11 Po t,/,‘6 Signature of officer administering oath Printed name of officer administering oath Title of officer`administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-50917 Corpus Christi Area Council for the Deaf, Inc. Corpus Christi,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/05/2016 being filed. City of Corpus Christi Date Acckn wledged: " T 3 Provide the identification number used by the governmental entity or state agency to track or identify the Contract,and provide a description of the services,goods,or other property to be provided under the contract. 64 purchase of Mount Vernon Park land at 5151 McArdle Road Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT osim•Ni I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. .••" GAA A 8.1 • % :ito�aos��6!s'Z.� `V • *_ Signature of au orized agent of contracting business entity • AFFUkO7v�l�QAL IrVE o •••qN•A • Sworn to art(fy� SCntil�a1tZ1cjdt'2 me,by the said Scott E. Landreth ,this the 6rw day of May rn�n�N 20 16 ,to certify which,witness my hand and seal of office. RCi4 A .Sr.,.e At- Signature of officer administering doth Printed name of officer administering oath Title of officer admini ering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021