HomeMy WebLinkAboutC2019-676 - 12/17/2019 - Approved 0.55 acres out of Lot 7A, King Square Addition as shown by Nueces County Deed
Records Volume 1957 Page 12G
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is executed to be
effective as of the latest date set forth on the Buyer's and Seller's signature page of this
Agreement (the "Effective Date"), by and between HOUSING AND COMMUNITY SERVICES,
INC. (dba Prospera Housing Community Services), a Texas non-profit corporation (8610
North New Braunfels, San Antonio, Texas 78217, Attn: Gilbert M. Piette; Telephone: (210)
821-4300; Fax: (210) 821-4303; email: gilp@prosperahcs.org) (together with its successors
and/or assigns, "Buyer"); City of Corpus Christi, Texas, at 1201 Leopard Street, Corpus
Christi, TX 78401 (together with its successors and/or assigns, "Seller") (Buyer and Seller are
collectively referred to as the "Parties", and each a "Party").
This Agreement is being authorized by Seller pursuant to Section 272.001(g) of the
Texas Local Government Code without the necessity of public bids based upon Buyer's
agreement to acquire the Property for the development of low-income or moderate-income
housing as required by such statute. Buyer agrees to cooperate with Seller and the Title
Company in the execution of such documents as may be reasonably required to confirm that
it is purchasing the Property for the development of low-income or moderate-income housing.
1. Property. On the terms herein set forth, Buyer agrees to purchase from Seller, and
Seller agrees to sell to Buyer, that tract of land located in Nueces County, Texas, as more
particularly described on Exhibit A, attached hereto and made a part hereof (the "Land"),
(collectively, the "Property"). The exact legal description and acreage of the Land shall be
determined by the Survey (hereinafter defined).
2. Purchase Price. The purchase price of the Property shall be ONE HUNDRED
FIFTEEN THOUSAND THREE HUNDRED and 00/100 Dollars ($115,300.00), (the "Purchase
Price").
3. Title Company and Earnest Money.
a. Name and Amount. San Jacinto Title Services of Texas (520 Lawrence Street,
Corpus Christi, TX 78401, Attn: Shelly Cristan-Grahmann; Telephone: (361) 884-
7582; Fax: (361) 882-3702; email: shellyorahmann(a..sanjacintotitle.com) (the 'Title
Company") will serve as the title company. Within five (5) business days of the date
Buyer receives a copy of this Agreement executed by both Parties, Buyer shall
deposit the following sums with Title Company (i) SIX THOUSAND FIVE
HUNDREDAND 00/100 DOLLARS ($6,500.00) as earnest money (the "Earnest
Money"), to be delivered to Seller in accordance with the terms of Section 3.c below;
and (ii) ONE THOUSAND AND 00/DOLLARS ($1,000.00) as "Independent
Consideration" to be delivered to Seller in accordance with the terms of Section 3.d
below. The Earnest Money and the Independent Consideration are to be applied to
the Purchase Price, subject to the terms and provisions of this Agreement.
b. Account. Until all or a part of the Earnest Money, if any, is released to Seller
Purchase and Sale Agreement-Page 1 SCANNED
pursuant to the terms of this Agreement (the Earnest Money released to Seller,
together with the Extension Fees (hereinafter defined) released to Seller, is
collectively referred to as the "Released Earnest Money"), the Earnest Money shall be
held by the Title Company as escrow agent in an interest bearing account, separate
from other accounts, to be handled in accordance with the terms and conditions of this
Agreement. All interest earned on the Earnest Money shall be added to and become
part of the Earnest Money.
c. Release of Earnest Money. Notwithstanding anything in this Agreement to the
contrary, unless Buyer timely terminates this Agreement prior to the expiration of the
Due Diligence Period ending August 31, 2020 (as may be extended), Buyer hereby
irrevocably directs the Title Company to release the Earnest Money or remaining
portion thereof from escrow and deliver the same to Seller with no other authorization
required according to the following schedule immediately set out below:
i. If Buyer has not terminated this Agreement by delivering written notice thereof
to Seller before 5:00 p.m. (CST) on December 19, 2019, Buyer hereby
irrevocably directs the Title Company to release TWO THOUSAND FIVE
HUNDRED AND 00/100 DOLLARS ($2,500.00) of the Earnest Money from
escrow and deliver the same to Seller.
ii. If Buyer has not terminated this Agreement by delivering written notice thereof
to Seller before 5:00 p.m. (CST) on February 15, 2020, Buyer hereby
irrevocably directs the Title Company to release TWO THOUSAND AND
00/100 DOLLARS ($2,000.00) of the Earnest Money from escrow and deliver
the same to Seller.
iii. If Buyer has not terminated this Agreement by delivering written notice thereof
to Seller before 5:00 p.m. (CST) on April 15, 2020, Buyer hereby irrevocably
directs the Title Company to release ONE THOUSAND AND 00/100 DOLLARS
($1,000.00) of the Earnest Money from escrow and deliver the same to Seller.
iv. If Buyer has not terminated this Agreement by delivering written notice thereof
to Seller before 5:00 p.m. (CST) on June 15, 2020, Buyer hereby irrevocably
directs the Title Company to release ONE THOUSAND AND 00/100 DOLLARS
($1,000.00) of the Earnest Money from escrow and deliver the same to Seller.
v. If Buyer has not terminated this Agreement by delivering written notice thereof
to Seller before 5:00 p.m. (CST) on August 15, 2020, Buyer hereby irrevocably
directs the Title Company to release ONE THOUSAND AND 00/100 DOLLARS
($1,000.00) of the Earnest Money from escrow and deliver the same to Seller.
Upon the delivery of the Earnest Money or any portion thereof to Seller by the Title
Company, such Released Earnest Money shall be non-refundable to Buyer (unless the
Earnest Money is otherwise refundable to Buyer due to Seller's failure to perform in
accordance with the terms of this Agreement), but applicable to the Purchase Price at
Closing.
d. INDEPENDENT CONSIDERATION. NOTWITHSTANDING ANYTHING TO
THE CONTRARY SET FORTH HEREIN, THE INDEPENDENT CONSIDERATION IN
THE AMOUNT OF ONE THOUSAND AND 00/100 DOLLARS ($1,000.00) SHALL BE
Purchase and Sale Agreement-Page 2
DEEMED "INDEPENDENT CONSIDERATION" AND NON-REFUNDABLE AND
RETAINED BY SELLER UNDER ALL CIRCUMSTANCES, FOR AND IN
CONSIDERATION OF SELLER'S EXECUTION OF THIS AGREEMENT, AND
HOLDING THE PROPERTY OFF THE MARKET DURING THE TERM OF THE DUE
DILIGENCE PERIOD (HEREINAFTER DEFINED). UPON THE TITLE COMPANY'S
RECEIPT OF THE INITIAL EARNEST MONEY DEPOSIT AND THE INDEPENDENT
CONSIDERATION, THE TITLE COMPANY SHALL RELEASE THE INDEPENDENT
CONSIDERATION TO SELLER; PROVIDED, HOWEVER, THE INDEPENDENT
CONSIDERATION SHALL BE APPLIED TO THE PURCHASE PRICE AT CLOSING.
4. Conditions Precedent.
a. Due Diligence Period. Beginning on the Effective Date, Buyer shall have until
5:00 p.m. (CST) on or before August 31, 2020 or as may be extended, (the "Due
Diligence Period") to conduct inspections of the Property (the "Due Diligence
Investigations") and access its suitability, as determined by Buyer in its sole and
absolute discretion, for Buyer's intended development of the Property (the "intended
purpose"). If all of the Due Diligence Materials (hereinafter defined) are not timely
delivered by Seller to Buyer, the Due Diligence Period shall be extended by one day
for each day after the Delivery Date (hereinafter defined) until all of the Due Diligence
Materials are delivered to Buyer. The right to conduct Due Diligence Investigations
includes, without limitation, the right of Buyer and Buyer's employees, agents, affiliates
and contractors to enter upon any portion of the Property to make market studies,
needs assessments, and appraisals, and to take measurements, make inspections,
conduct test borings, make boundary and topographical survey maps, and to conduct
geotechnical, soil, environmental, groundwater, wetland, and other studies required by
Buyer in its sole discretion, and to, without limitation, determine the existence and
adequacy of utilities serving the Property, zoning and compliance with laws. No Due
Diligence Investigations shall constitute a waiver or relinquishment on the part of
Buyer of its rights under any covenant, condition, representation or warranty of Seller
under this Agreement. Notwithstanding anything to the contrary set forth in this
Agreement, Buyer shall have the right to extend the Due Diligence Period by delivering
written notice thereof to Seller prior to 5:00 p.m. (CST) on the last day of the then
applicable Due Diligence Period and delivering a fee in the amount of ONE
THOUSAND AND 00/100 DOLLARS ($1,000.00) for each extension (each, a "Due
Diligence Extension Fee") to the Title Company prior to 5:00 p.m. (CST) on the last
day of the then applicable Due Diligence Period. The Due Diligence Period may be
extended two (2) times according to the following schedule immediately set out below:
(i) The Due Diligence Period may be extended from August 31, 2020, to
October 31, 2020; and
(ii) The Due Diligence Period may be extended from October 31, 2020 to
December 15, 2020.
Except as otherwise provided in this Agreement, each Due Diligence Extension Fee
will be non-refundable to Buyer (unless the Earnest Money is otherwise refundable to
Buyer due to Seller's failure to perform in accordance with the terms of this
Agreement), but applied to the Purchase Price at Closing. The Title Company is
authorized to release said Due Diligence Extension Fees to Seller upon receipt and
confirmation of funds with no further authorization by Buyer.
Purchase and Sale Agreement-Page 3
b. Due Diligence Materials. Within ten (10) business days of the Effective Date
(the "Delivery Date"), Seller shall deliver to Buyer, at no cost to Buyer, to be delivered
electronically, by email, or hand-delivered at Seller's option, each of the following items
that are in the possession of or reasonably available to Seller and which were
prepared within the last 5 years (collectively, the "Due Diligence Materials"):
(i) Copies of all written leases;
(ii) Current year and immediately prior year tax bills and evidence of payment
of same through the Effective Date;
(ii) Existing soil and groundwater tests;
(iv) Title commitments, title policies and surveys;
(v) Surveys;
(vi) Environmental reports;
(vii) Underground storage tank test results;
(viii) Waste disposal records; permit records;
(ix) Code violation notices and records;
(x) Traffic studies; and
(xi) All other engineering tests and other studies, reports, records and notices
pertaining to the Property.
In the event the Property is not satisfactory to Buyer for any reason in Buyer's sole
and absolute discretion, Buyer shall have the right to terminate this Agreement by
delivering written notice thereof to Seller prior to the expiration of the Due Diligence
Period, as extended. If Buyer elects to terminate this Agreement as provided in the
preceding sentence, all of the Released Earnest Money (including the Due Diligence
Extension Fees that have been released to Seller) as of the date of the termination
shall be deemed by the Parties as being non-refundable to Buyer. All other monies
held by Title Company shall be refunded to Buyer, together with any accrued interest
thereon without the need for the Seller's signature or consent for its release.
Notwithstanding anything to the contrary set forth in this Agreement, Buyer shall have
the right to continue to conduct Due Diligence Inspections while this Agreement
remains in effect.
c. Title and Survey.
(i) Within twenty (20) days of the Effective Date, Buyer shall obtain from the
Title Company a current title commitment (the "Commitment") for an Owner's
Policy of Title Insurance (the 'Title Policy"), in an amount equal to the
Purchase Price, together with full and legible copies of all of the exceptions to
title listed in Schedule B of the Title Commitment, and any documents listed in
Purchase and Sale Agreement-Page 4
Schedule C of the Title Commitment (collectively, the 'Title Exceptions").
(ii) Buyer may at its option also obtain a survey of the Property (the
"Survey") at Buyer's expense. The field note description set forth on the
Survey that is acceptable to Buyer and the Title Company shall replace the
description of the Land attached hereto as Exhibit A.
(iii) If any of the Commitment, the Title Exceptions, or the Survey are not
satisfactory to Buyer, then Buyer may give Seller written notice of the items
that Buyer finds unacceptable (the 'Title Objections") before the later of sixty
(60) days after (A) receipt of the Commitment and full and legible copies of the
Title Exceptions, or (B) the expiration of the Due Diligence Period, as
extended. Seller shall have fifteen (15) days after such notice from Buyer to
deliver written notice to Buyer that it either agrees to cure the Title Objections
within thirty (30) days or to advise Buyer that it will not so cure the Title
Objections. All Title Exceptions to which Buyer does not object or which are
deemed waived and accepted by Buyer, as herein provided, are collectively
referred to as the "Permitted Exceptions".
(iv) If Seller does not agree to so cure one or more of the Title Objections
(and Seller's failure to respond in writing shall be deemed to be a refusal to
cure the Title Objections), Buyer may either (A) accept title to the Property
subject to the Permitted Exceptions without a reduction in the Purchase Price,
or (B) terminate this Agreement by delivering written notice to Seller and
receive a full and prompt refund of the remaining Earnest Money (excluding
any Released Earnest Money and Extension Fees), together with accrued
interest thereon, without the need for Seller's signature or consent for its
release.
(v) Notwithstanding any other provision of this Agreement to the contrary,
including without limitation whether or not Buyer includes such items in its
schedule of Title Objections, Seller shall have the unconditional obligation to
remove, discharge, pay or cure, at no cost to Buyer, any title matter that arose
out of action of the Seller after the Effective Date that was not approved by
Buyer in writing, and none of such items shall be deemed Permitted
Exceptions or appear in the Title Policy.
d. Governmental Approvals. Buyer may, at its option and expense, prepare and
submit applications for, and seek to obtain approval by the applicable governmental
authorities and/or third parties of, approvals, permits, licenses, easements and
agreements required for Buyer's intended development and use of the Property,
including without limitation, those for utilities, zoning, land use, special uses, building
construction, access, subdivision, platting, easements (including without limitation,
ingress/egress easements), site construction and off-site improvements, including
without limitation, appropriate rezoning if necessary (collectively, the "Governmental
Approvals"). Seller shall cooperate with Buyer in connection with the preparation of
the applications and seeking the Governmental Approvals, including without limitation,
Seller's timely execution and delivery of all applications, documents, plats and
instruments required by the applicable governmental authorities and/or third parties,
provided that Seller shall not be obligated to incur any expense in connection
therewith; however, any final Governmental Approval for changes to zoning or future
Purchase and Sale Agreement-Page 5
land use granted prior to Closing shall not occur prior to the award of 2020 9% Low
Income Housing Tax Credit by the Texas Department of Housing and Community
Affairs (TDHCA) Governing Board and shall be subject to final approval of the
governing body authorized to approve such changes to zoning of future land use.
e. Other Conditions. It shall be a condition precedent to Buyer's obligation to
close this transaction and purchase the Property that all of the following are timely
satisfied:
(i) Title Policy. At Closing, the Title Company shall be prepared to issue the
Title Policy to Buyer with all standard or pre-printed exceptions deleted (to the
extent such can be deleted), evidencing Buyer owns good and indefeasible fee
simple title in and to the Property subject only to the Permitted Exceptions.
(ii) Representations and Warranties. At Closing, all of the representations
and warranties of Seller shall be true in all material respects.
(iii) No Liens. At Closing, there shall be no unpaid charges, debts, liabilities,
claims or obligations of Seller related to the Property, or any portion thereof,
which could give rise to any mechanics', materialmen or other statutory lien
against any portion of the Property other than those that will be paid or
otherwise satisfied by Seller at Closing, and possession of the Property, free of
all tenancies, leases and occupants, shall be delivered to Buyer at Closing.
(iv) Platting. At or prior to Closing, Buyer shall obtain all necessary
Governmental Approval, at Buyer's sole cost and expense, to replat the
Property as a separate lot for conveyance. Such replat may include additional
land adjacent to the Property being acquired by Buyer concurrently with this
purchase.
(v) Governmental Approvals. Prior to Closing, Buyer shall have received all
necessary and customary Governmental Approvals in order for Buyer to
develop and operate the Property for its intended purpose.
(vi) Zoning. At Closing the Property shall be zoned to permit the
development of the Property for its intended purpose.
(vii) Reserved
(viii) AS IS Conveyance. Notwithstanding anything herein to the contrary,
upon Closing Seller shall be selling the Property and Buyer shall be purchasing
the Property AS IS, WHERE IS, AND WITH ALL FAULTS, AND WITHOUT ANY
REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR
IMPLIED, WRITTEN OR ORAL, IT BEING THE INTENTION OF SELLER AND
BUYER TO EXPRESSLY NEGATE AND EXCLUDE ALL REPRESENTATIONS
AND WARRANTIES AS TO FITNESS OR CONDITION, INCLUDING, BUT NOT
LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
CONDITION, HABITABILITY AND FITNESS FOR ANY PARTICULAR USE OR
PURPOSE, ALL WARRANTIES AS TO FITNESS OR CONDITION CREATED
BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION
Purchase and Sale Agreement-Page 6
OF THE PROPERTY, AND ALL OTHER WARRANTIES AND
REPRESENTATIONS WHATSOEVER AS TO FITNESS OR CONDITION,
except the warranty of title expressly provided in the Deed at Closing. This
provision shall survive the Closing.
f. Termination. In the event that any condition precedent in Section 4.e is not
satisfied by the date specified in Section 4.e, Buyer shall have the right to terminate
this Agreement by delivering written notice thereof to Seller, at which time Buyer shall
receive a full and prompt refund of the remaining Earnest Money held by the Title
Company (excluding all Released Earnest Money and Extension Fees), , without the
need for Seller's consent or signature for its release.
5. Closing.
a. Delivery of Documents. The conveyance of the Property and the closing of the
transaction herein described (the "Closing") shall occur on or before December 31,
2020 (as may be extended as provided herein or by mutual written agreement of the
Parties, the "Closing Deadline"), in escrow at the offices of the Title Company, or such
other manner and/or location mutually acceptable to Buyer and Seiler; provided,
however, Buyer may elect to close at any time upon ten (10) days' prior written notice
to Seller.
(i) Seller shall deliver at Closing: (A) a special warranty deed conveying
good and indefeasible fee simple title in and to the Property to Buyer (or its
designee) subject only to the Permitted Exceptions (the "Deed"); (B) all
easements necessary for the development and operation of the Property for its
intended purpose; (C) a lien affidavit acceptable to the Title Company; (D) an
affidavit of non-foreign status; (E) any other affidavit or document required by
the Title Company to delete the so-called standard exceptions to the Title
Policy; and (F) such other customary documents, instruments, certifications
and confirmations as may be reasonably required to fully effect and
consummate the transactions contemplated hereby and for the Title Company
to issue the Title Policy in the form required by this Agreement.
(ii) Buyer shall deliver at Closing: (A) the remaining balance of the
Purchase Price as provided by this Agreement in "good funds" as required by
Title Company; and (B) such other documents, instruments, certifications and
confirmations as may be reasonably required to fully effect and consummate
the transaction contemplated hereby.
b. Extensions. Buyer shall have the right to extend the Closing Deadline three (3)
times to (i) March 31, 2021, (ii) June 30, 2021, and (iii) August 31, 2021 by delivering
written notice thereof to Seller prior to 5:00 p.m. of the then applicable Closing
Deadline, and delivering a fee in the amount of FOUR THOUSAND AND 00/100
DOLLARS ($4,000.00) (each, a "Closing Deadline Extension Fee," and together with
the Due Diligence Extension Fees, the "Extension Fees") to the Title Company prior to
5:00 p.m. of the then applicable Closing Deadline. Each Closing Deadline Extension
Fee shall be non-refundable to Buyer (unless the Earnest Money is otherwise
refundable to Buyer due to Seller's failure to perform in accordance with the terms of
this Agreement, but applied to the Purchase Price at Closing. Upon receipt and
Purchase and Sale Agreement-Page 7
confirmation of funds of a Closing Deadline Extension Fee, Title Company shall
release said Closing Deadline Extension Fee directly to Seller.
If this Agreement is terminated in a manner in which the Earnest Money is to be paid
to Buyer due to Seller's failure to perform in accordance with the terms of this
Agreement, Seller shall deliver to Buyer an amount equal to the sum of the Released
Earnest Money, including without limitation the Extension Fees, within ten (10) days of
such termination.
c. Prorations. Since Seller is a governmental entity and the Property currently is
exempt from property taxation, Buyer shall assume the payment of all real estate
taxes, personal property taxes and all other assessments related to the Property
commencing as of the date of Closing (the "Closing Date") (collectively, the 'Taxes"),
with the Closing Date being treated as a day of ownership by Buyer. This Section 5.c
shall survive the Closing and delivery of the Deed.
d. Costs. Buyer shall pay the cost for the preparation of the Deed, any conveyance
fee or transfer tax, any Escrow Fee, and the premium for the Title Policy. Except as
may otherwise be stated herein, each Party shall bear its own expenses, including
without limitation, its own attorneys' fees.
e. Seller's Obligations Prior to Closing. At all times until Closing, Seller shall
maintain indefeasible fee simple legal title to the Property free and clear of any and all
defects, liens, and encumbrances of every kind and nature (other than the Permitted
Exceptions and liens and encumbrances that will be released or removed at Closing).
f. Condemnation. If, prior to Closing, condemnation proceedings are
commenced against any portion of the Property, Buyer shall have the right to either (i)
terminate this Agreement by delivering written notice to Seller within fifteen (15) days
of Buyer's receipt of written notice from Seller of such condemnation proceedings,
receive a full and prompt refund of the remaining Earnest Money (excluding the
Released Earnest Money and the Extension Fees), ; or (ii) elect not to terminate the
Agreement and appear and defend in the condemnation proceedings and any award
will, at Buyer's election, belong to (A) Seller and the Purchase Price will be reduced by
the same amount, or (B) Buyer and the Purchase Price will not be reduced. If Buyer
elects to terminate this Agreement pursuant to the terms of this Section 5.q, Buyer
shall be permitted to seek damages from the condemning authority.
6. Defaults and Remedies.
a. SELLER DEFAULT. IF SELLER FAILS TO PERFORM IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT, OR OTHERWISE BREACHES ANY OF
THE TERMS, COVENANTS, AGREEMENTS, REPRESENTATION OR
WARRANTIES CONTAINED IN THIS AGREEMENT, AND SUCH FAILURE OR
BREACH IS NOT CURED BY SELLER WITHIN FIFTEEN (15) DAYS AFTER
BUYER'S DELIVERY TO SELLER OF WRITTEN NOTICE THEREOF (AND THE
CLOSING DEADLINE AND ALL EXTENSIONS THEREOF WILL BE EXTENDED BY
FIFTEEN (15) DAYS),THEN (I) BUYER MAY TERMINATE THIS AGREEMENT BY
DELIVERING WRITTEN NOTICE THEREOF TO SELLER, WHEREUPON THE
EARNEST MONEY (INCLUDING WITHOUT LIMITATION, THE RELEASED
EARNEST MONEY AND ALL EXTENSION FEES) SHALL BE IMMEDIATELY
Purchase and Sale Agreement-Page 8
REFUNDED AND RETURNED TO BUYER, , WITHOUT THE NEED FOR SELLER'S
CONSENT, AS BUYER'S SOLE REMEDY.. BUYER WAIVES THE RIGHT TO
EXERCISE ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO BUYER
BECAUSE OF A DEFAULT BY SELLER, WHETHER AT LAW AND/OR IN EQUITY,
INCLUDING WITHOUT LIMITATION, THE RIGHT TO SUE SELLER FOR
ADDITIONAL DAMAGES OR SEEK SPECIFIC PERFORMANCE.
b. BUYER DEFAULT. IF BUYER FAILS TO PERFORM IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT, OR OTHERWISE BREACHES ANY OF
THE TERMS, COVENANTS OR AGREEMENTS CONTAINED IN THIS AGREEMENT,
AND SUCH FAILURE OR BREACH IS NOT CURED BY BUYER WITHIN FIFTEEN
(15) DAYS AFTER SELLER'S DELIVERY TO BUYER OF WRITTEN NOTICE
THEREOF, THEN, AS SELLER'S SOLE AND EXCLUSIVE REMEDY, SELLER MAY
TERMINATE THIS AGREEMENT BY DELIVERING WRITTEN NOTICE THEREOF TO
BUYER, THE EARNEST MONEY SHALL BE FORFEITED BY BUYER AND
DELIVERED TO SELLER ALONG WITH ANY DUE DILIGENCE PERIOD
EXTENSION FEES AND CLOSING DEADLINE EXTENSION FEES, TOGETHER
WITH ACCRUED INTEREST THEREON, AS LIQUIDATED DAMAGES, AND NOT AS
A PENALTY. SELLER ACKNOWLEDGES AND AGREES THAT THE EARNEST
MONEY AND ALL EXTENSION FEES IS A FAIR AND EQUITABLE AMOUNT FOR
SELLER TO RECEIVE SINCE SELLER WILL HAVE CHANGED ITS POSITION IN
RELIANCE ON BUYER COMPLETING THE TRANSACTION HEREIN DESCRIBED,
WILL HAVE HELD THE PROPERTY OFF THE MARKET FOR AN EXTENDED
PERIOD OF TIME IN RELIANCE UPON BUYER'S ABILITY TO CLOSE THIS
TRANSACTION AND THE DAMAGES SUSTAINED BY SELLER IN SUCH CASE
WOULD NOT OTHERWISE BE REASONABLY ASCERTAINABLE SELLER WAIVES
THE RIGHT TO EXERCISE ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO
SELLER BECAUSE OF A DEFAULT BY BUYER, WHETHER AT LAW AND/OR IN
EQUITY, INCLUDING WITHOUT LIMITATION, THE RIGHT TO SUE BUYER FOR
ADDITIONAL DAMAGES OR SEEK SPECIFIC PERFORMANCE.
7. Seller's Covenants, Representations and Warranties. Seller covenants, represents
and warrants to Buyer that:
a. Title. Seller is the owner of good and indefeasible fee simple title in and to the
Property, and Seller has been the sole owner of the Property during the 40-month
period preceding the Effective Date.
b. Authority: Enforceability. Seller has the capacity and authority to execute this
Agreement and perform its obligations under this Agreement conditioned upon Buyer's
performance of its obligations. This Agreement constitutes a legal and valid binding
obligation of Seller, enforceable against Seller in accordance with its terms. All action
necessary to authorize Seller's execution (and execution by the individual executing
this Agreement on behalf of Seller), delivery and performance of this Agreement has
been taken and such action has not been rescinded or modified.
c. Hazardous Substances. Neither Seller nor to Seller's knowledge. any prior
owner or occupant of the Property has: (i) caused or permitted, and Seller has
received no notice and has no knowledge of the generation, manufacture, refinement,
transportation, treatment, storage, deposit, release, salvage, installation, removal,
Purchase and Sale Agreement-Page 9
disposal, transfer, production, burning or processing of Hazardous Substances (as
hereinafter defined) on, under or about the Property or any adjacent properties; (ii)
caused or permitted, and Seller has received no notice and has no knowledge of, the
Release (as hereinafter defined) or existence of any Hazardous Substance on, under
or affecting the Property or any adjacent properties; or (iii) caused or permitted, and
Seller has received no notice and has no knowledge of, any substances or conditions
on, under or affecting the Property or any adjacent properties which may support any
claim or cause of action, whether by a governmental agency or any other person or
entity, under any applicable federal, state or local law, rule, ordinance or regulation,
including without limitation, those related to Hazardous Substances. For the purpose
of this Agreement, the terms "Hazardous Substances" and "Release" shall have the
same meaning as set forth in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq.; provided,
however, that the definition of Hazardous Substances shall also include petroleum and
related by-products, hydrocarbons, radon, asbestos, urea formaldehyde,
polychlorinated biphenyl compounds and any other substance considered hazardous
to humans or the environment.
d. Leases; Options. There are no outstanding written or oral leases, easements
and/or other types of agreement in any way affecting the Property that are not
recorded in the Real Property Records of Nueces County, Texas, (ii) no person or
entity has any right with respect to all or any portion of the Property (whether by option
to purchase, easement, right of first refusal, contract or otherwise) that may prevent or
interfere with Buyer taking title to, and exclusive possession of, all of the Property at
Closing, and (iii) Seller shall not enter into any new lease, easement or other contract
with respect to the Property during the pendency of this Agreement that is not
terminable upon demand without Buyer's prior written consent, which may be given or
withheld by Buyer in Buyer's sole and absolute discretion.
e. No Notices. Seller has not received any notice of, and to the best of its
knowledge, there are no (i) proposed special assessments, condemnation or changes
in the roads adjacent to the Property; (ii) pending public improvements that will result
in any charge being levied or assessed against, or a lien being created upon, the
Property; or (iii) pending or threatened eminent domain or condemnation proceedings
against or involving any portion of the Property or any adjacent parcel.
f. Access. Seller has not received any notice of any existing or proposed plans
to widen, modify or realign any street adjoining the Property. Seller has no knowledge
of any pending or threatened proceeding by any governmental authority, or any other
fact or condition, which would limit or result in the termination of the Property's access
to and from such public highways, streets and roads.
g. Reserved.
h. Utility District. The Property is not situated in a utility or other statutorily
created district providing water, sewer, drainage, or flood control facilities and
services.
Reserved.
j. Owners' Association. The Property is not subject to mandatory membership in
Purchase and Sale Agreement-Page 10
a property owners' association.
k. Litigation. There is no pending or threatened litigation, arbitration,
administrative action or examination, claim or demand whatsoever relating to the
Property; and no attachments, execution proceedings, liens, assignments or
insolvency proceedings are pending or threatened against Seller or the Property or
contemplated by Seller.
I. Performance under Leases and Service Contracts. During the pendency of
this Agreement, Seller will perform its material obligations under all agreements that
affect the Property.
m. Reserved.
n. Exclusive Rights. In consideration of Buyer's efforts and expenses required to
perform its review of the Property, Seller agrees that it will not, at any time before the
Closing Deadline, (i) either directly or indirectly, offer to sell or solicit any offers to
purchase or negotiate for the sale or disposition of the Property ; nor (ii) enter in an
agreement with any party other than Buyer to purchase (including without limitation,
options to purchase) any portion of the Property.
o. Foreign Person. Seller is not a "foreign person" as defined in Section 1445 of
the Internal Revenue Code of 1986, as amended.
Seller shall fully disclose to Buyer, immediately upon its occurrence, any change in
facts, assumptions or circumstances of which Seller becomes aware prior to the
Closing Date that may affect the representations and warranties set forth above. The
representations and warranties of Seller contained herein shall survive the Closing
and delivery of the Deed.
8. Miscellaneous.
a. Plans and Approvals. Buyer shall have the right to file, at Buyer's expense, any
and all applications and plans necessary to obtain building permits, rezoning,
subdivision (or the vacation of any existing subdivision or plat and/or any other
agreement, assurance, approval or permit from any and all governmental authorities
having jurisdiction over the Property that Buyer deems appropriate in connection with
the intended purpose of the Property.
b. Notices and Deadline Dates. Any notice, request, demand, instruction or other
document to be given or served hereunder or under any document or instrument
executed pursuant to this Agreement shall be in writing and shall be (i) delivered
personally, or (ii) sent or by overnight express courier, postage prepaid, or (iii) sent by
facsimile or electronically (email), each addressed to the Parties at their respective
addresses set forth above, and the same shall be effective upon receipt if delivered
personally, by overnight courier or by facsimile or electronically (with respect to
delivery by facsimile or electronically, upon the request by the sending party, the
receiving party shall promptly provide confirmation of receipt). A Party may change its
address for receipt of notices by service of a notice of such change in accordance
herewith. If any deadline under this Agreement falls on a Saturday, Sunday or legal
holiday (which for purposes of this Agreement shall be not be considered a "business
Purchase and Sale Agreement-Page 11
day"), the deadline shall be extended to the next business day.
c. Attorneys' Fees. In the event either Party brings an action at law or other
proceeding permitted under the terms of this Agreement against the other Party in
order to enforce or interpret any of the terms, covenants or conditions hereof or any
instrument executed pursuant to this Agreement or by reason of any breach or default
hereunder or thereunder, the Party prevailing in any such action or proceeding shall be
paid all reasonable costs and expenses, including without limitation reasonable
attorneys' fees, by the non-prevailing Party.
d. Assignment: Binding Agreement. Seller may not assign this Agreement without
the written consent of Buyer. Buyer may assign this Agreement or any interest herein
without the consent of Seller to an entity owned by, in common ownership with, or
managed by Buyer. In the event of such an assignment of this Agreement, the
assignor shall be released from any and all of the assignor's obligations under this
Agreement, provided the assignee agrees in writing to be fully bound by the terms and
conditions of this Agreement as if such assignee had been the original Party
hereunder. This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective heirs, legal representatives, successors and permitted
assignees. This Agreement constitutes the entire agreement between the Parties, and
supersedes any and all prior agreements, arrangements and understandings between
the Parties. This Agreement may only be amended by a written agreement executed
by all of the Parties.
e. BROKERS AND COMMISSIONS. BUYER AND SELLER REPRESENT AND
WARRANT TO EACH OTHER THAT NEITHER HAS DEALT WITH A BROKER,
AGENT OR OTHER PERSON IN CONNECTION WITH THIS TRANSACTION AND
NO SALES COMMISSION WILL BE PAID BY SELLER OR BUYER. SELLER AND
BUYER EACH INDEMNIFY THE OTHER AGAINST, AND SHALL HOLD EACH
OTHER HARMLESS FROM, ANY AND ALL SUITS, CLAIMS, DEMANDS,
JUDGMENTS, DAMAGES, COSTS AND EXPENSES OF OR FOR ANY FEES OR
COMMISSIONS WHICH ARE THE RESPONSIBILITY OF THE INDEMNIFYING
PARTY, AND SHALL PAY ALL COSTS OF DEFENDING ANY ACTION OR LAWSUIT
BROUGHT TO RECOVER ANY FEES OR COMMISSIONS INCURRED BY THE
OTHER, INCLUDING REASONABLE ATTORNEYS' FEES.
f. Effect of Termination. This Agreement shall be void and of no further force and
effect upon any proper termination under the terms hereof (other than terms herein
that specifically provide that they survive the termination of this Agreement).
g. Multiple Counterparts. This Agreement may be executed in one or more
counterparts, and all so executed shall constitute one and the same agreement,
binding upon the Parties, and notwithstanding that all of the Parties are not signatories
to the same counterparts.
h. Time of the Essence. Time is of the essence of this Agreement and every
provision hereof.
i. CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE
LAWS OF THE UNITED STATES OF AMERICA AND THE INTERNAL LAWS OF
THE STATE OF TEXAS, WITHOUT REGARD TO ITS CHOICE AND CONFLICT OF
Purchase and Sale Agreement-Page 12
LAW PRINCIPLES. VENUE AND JURISDICTION FOR ALL CLAIMS UNDER THIS
AGREEMENT SHALL BE EXCLUSIVELY IN NUECES COUNTY, TEXAS.
j. Severability. If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws, such provision shall be fully severable,
and this Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement, and the
remaining provisions of this Agreement shall remain in full force and effect and shall
not be affected by the illegal, invalid or unenforceable provision or by its severance
from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as a part of this Agreement, a legal, valid
and enforceable provision that is as similar in terms to such illegal, invalid or
unenforceable provision as is possible.
k. Complete Understanding. This Agreement represents the complete
understanding between the Parties as to the subject matter hereof and supersedes all
prior negotiations, statements and agreements, either written or oral, between the
Parties. No inducements, representations, statements or agreements have been
made or relied upon in the making of this Agreement, except those specifically set
forth in this Agreement. Neither Party has any right to rely on any other prior or
contemporaneous statements and/or agreements made by anyone concerning this
Agreement that are not set forth herein.
9. Texas Disclosures. By its signature to this Agreement, Buyer hereby acknowledges its
receipt of the following notices at or before the execution of this Agreement:
a. Notice Regarding Possible Liability for Additional Taxes. If for the current ad
valorem tax year the taxable value of the Property that is the subject of this Agreement
is determined by a special appraisal method that allows for appraisal of the Property at
less than its market value, Buyer may not be allowed to qualify the Property for that
special appraisal in a subsequent tax year and the Property may then be appraised at
its full market value. In addition, the transfer of the Property or a subsequent change
in the use of the Property may result in the imposition of an additional tax plus interest
as a penalty for the transfer or the change in the use of the Property. The taxable
value of the Property and the applicable method of appraisal for the current tax year is
public information and may be obtained from the tax appraisal district established for
the county in which the Property is located.
b. Notice Regarding Possible Annexation. If the Property that is the subject of this
Agreement is located outside the limits of a municipality, the Property may now or later
be included in the extraterritorial jurisdiction 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 extraterritorial jurisdiction. To determine if the Property is
located within a municipality's extraterritorial jurisdiction or is likely to be located within
a municipality's extraterritorial jurisdiction, Buyer should contact all municipalities
located in the general proximity of the Property for further information.
c. Property Located in a Certificated Service Area of a Utility Service Provider. The
Property 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 the Property is located in a certificated area there may be special costs or
Purchase and Sale Agreement-Page 13
charges that Buyer will be required to pay before Buyer 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 the Property. Buyer is advised to determine if the
Property is in a certificated area and contact the utility service provider to determine
the cost that Buyer will be required to pay and the period, if any, that is required to
provide water or sewer service to the Property.
d. Notice Regarding Title. The Texas Real Estate License Act requires a real
estate agent to advise Buyer that he should have an attorney examine an abstract of
title to the Property being purchased; or a title insurance policy should be obtained.
Notice to that effect is hereby given to Buyer.
10. Tax Credit Provisions. Notwithstanding anything to the contrary set forth in this
Agreement or otherwise:
a. Tax Credits. The Parties hereby acknowledge that Buyer intends to (i) apply for,
syndicate and sell certain low-income housing tax credits (whether under state or
federal law, collectively, 'Tax Credits") with the assistance of the appropriate housing
agency of the state in which the Land is located (the "Housing Agency"); and that
Buyer's intended use of the Property is not viable unless Buyer is successful in doing
so.
[Signatures begin on the next page]
Purchase and Sale Agreement-Page 14
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day
and year first above written.
Seller: City of Corpus Christi. Texas
Date: j21Z-3/! By: '9Z ( v/,- / j L L v/rq
Nam/e%/w1 AA v"6,41 Vie Lk-
as to► i►� Title: AsSist-a"4 C.14/ P'tal4
Usri �u�'iE ;i'7CT;
FiEBEC HUERTA
A. ist*nt City Attorney CITY SECRETARY
For City Attorney
Buyer: Housing and Community Services, Inc.
(dba Prospera Housing Community Services)
Date: /Z- '? -20/ a Texas non-profit corporation
By:
Name: Gilbert M. Piette
Title: Executive Director
�;)('L. �tj- puthuhtio-.
ST �'aiilliCll
n- 161
SECRETARY
Purchase and Saie Agreement-Page 15
TITLE COMPANY'S ACCEPTANCE AND RECEIPT
By signing this Acceptance and Receipt, the Title Company (a) acknowledges that it
has received a copy of this Agreement executed by both Buyer and Seller, (b) agrees to act
as escrow agent hereunder, (c) acknowledges that it has received from Buyer the sum of
$6,500.00 constituting Buyer's deposit of the Earnest Money hereunder, which the Title
Company has deposited into one of its federally insured interest bearing accounts, and (d)
acknowledges that is has received from Buyer the sum of $1,000.00 constituting Buyer's
payment of the Independent Consideration hereunder. The Title Company shall likewise
deposit any additional amounts it receives constituting Earnest Money into a federally insured
interest bearing account.
SAN JACINTO TITLE SERVICES OF TEXAS
By:
Name:
Title:
Date: , 2019
Purchase and Sale Agreement-Page 16
EXHIBIT A
Legal Description as described in Nueces County Deed Records Volume 1957 page 120.
Purchase and Sale Agreement-Exhibit A