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HomeMy WebLinkAboutC2021-224 - 8/10/2021 - ApprovedReal Estate Sales Contract THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS COUNTY OF NUECES § This Contract is entered into by Robert G. Lozano (aka Robert G. Lozano, Jr.) and Edward G. Lozano, 2509 S Padre Island Dr, Corpus Christi, Texas 78415, herein called "Seller" and the City of Corpus Christi, a Texas home rule municipal corporation, 1201 Leopard, Corpus Christi, Nueces County, Texas 78469-9277, herein called "Buyer". 1. Property. Seller for the consideration and under the terms set out herein, agrees to convey to Buyer the following described property and easements situated in Nueces County, Texas: Property ID: 287880 Legal Description: PORT AYERS SUBURBAN CTR LT 2 BLK A-5 Address: 4233 South Port Avenue Corpus Christi, Nueces County, Texas 78415 Property ID: 287881 Legal Description: PORT AYERS SUBURBAN CTR LT 3 BLK A-5 Address: 4229 South Port Avenue Corpus Christi, Nueces County, Texas 78415 2. Purchase Price. $ 250,000.00 cash. $25,000 was paid on June 25, 2021, under the Option Agreement. $225,000 is due at closing to complete the purchase of the Property. 3. Closing Date and Title Company. Subject to the performance by both parties of their respective obligations and the satisfaction of all conditions set forth herein, this transaction shall be closed within 60 days after execution of the contract by both parties. The date can be extended upon mutual agreement of the parties. This contract will be escrowed with First Title Company ("Title Company") of 5402 Holly Road, Building B, Suite 2202, , Corpus Christi, Texas 78411. .` 4. )Title Insurance. The Seller must provide, at Buyer's expense, a title insurance policy that iguarantees J�good and indefeasible title to the Property, without exceptions to title other than �the standard printed exceptions and exceptions permitted under this Contract, and that wholly insures and indemnifies Buyer against any title defects or adverse claims. A reliable title insurance company or title guaranty company ("Title Company") must issue the title insurance policy. The title commitment for title insurance must be delivered to Buyer within 30 days after receipt of the Contract by the title company, with the title insurance ,policy to be timely issued after Closing. If such title review discloses any defects to title, Seller may, but shall not be obligated to, cure any such defects, and if any such defects are not cured by the scheduled Closing date (as may be extended by mutual agreement) either party may elect to terminate this contract prior to Closing, or if not so terminated, Buyer 1 of 7 P-' will accept title subject to such defects. 5. General Warranty Deed and Closing Costs. After securing the title insurance commitment, Seller must execute a General Warranty Deed that conveys indefeasible title to the Property to the Buyer, and Buyer must make the cash payment portion of the compensation, drafted in accordance with the provisions of this Contract. Buyer will pay all Closing Costs except costs to cure title, which must be paid by Seller. 6. Property Taxes. Seller must pay all property taxes incurred on the Property up to and including 2020. All property taxes for the year 2021, if any due and payable or incurred for the year, will be prorated between the Buyer and the Seller from January 1, 2021 to the date of Closing. The prorated taxes are only an estimate indicated by a Tax Certificate obtained by the Title Company and the Seller agrees to pay any shortages of property taxes should they occur during the following year. Seller shall promptly execute a Tax Proration Agreement expressly stating this agreement. 7. Buyer's Audits and Due Diligence. It is understood and agreed that Buyer may perform or cause to be performed, all environmental audits, due diligence, land surveying, permitting, and all other work associated with development of Buyer's project, up to the time of Closing and that the time required for such audit may cause delay in Closing and the results thereof may cause a voidance of this contract. Buyer may elect to void this contract prior to Closing if Buyer is not satisfied with the results of such audits, due diligence, and permits. Any on -site activities under this paragraph by the Buyer or its contractors will be at times and in manners agreeable to Seller. a. Right of Entry (1) At Buyer's sole expense, Buyer or Buyer's authorized agents shall have the right to enter upon the Property for purposes of making such land surveys, environmental site analysis, and engineering studies as Buyer may deem necessary. Buyer shall not cause or permit damage or injury to the Property. Upon termination of this Contract, Buyer shall promptly restore the Property to the condition existing prior to any tests or studies conducted pursuant to this Contract. This obligation shall survive the termination of this Contract, notwithstanding anything to the contrary contained herein. Seller shall make available for Buyer's inspection and copying within ten (10) days from the date hereof all reports, studies and tests in Seller's possession with respect to the Property. (2) In connection with Buyer's inspections, studies, and assessments, Buyer must: (i) employ only trained and qualified inspectors and assessors; (ii) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (iii) abide by any reasonable entry rules or requirements that Seller may require; (iv) not interfere with existing operations or occupants of the Property; and (v) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. b. Environmental Condition of Property. Definitions. 2 of 7 �� "Environmental Law" shall mean any law relating to environmental conditions and industrial hygiene applicable to the Property, including without limitation, the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, the Federal Water Pollution Control Act, the Clear Air Act, the Clear Water Act, the Toxic Substances Control Act, the Endangered Species Act, the Safe Drinking Water Act, the Texas Water Code, the Texas Solid Waste Disposal Act, and all similar applicable federal, state and local environmental statutes, ordinances and the regulations, orders and decrees now or hereafter promulgated thereunder. "Hazardous Materials" shall mean any pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, or oil as defined in any Environmental Law existing as of the date hereof. Environmental Audit. Buyer shall have the right to cause an independent environmental consultant chosen by Buyer, in Buyer's sole discretion, to inspect the Property, including but not limited to an Environmental Site Analysis (ESA) Phase I and Phase II, to determine the condition of the Property, the presence of any Hazardous Materials and any apparent violation of any Environmental Law (the "Environmental Audit") and to deliver a report describing the findings and conclusions of the Environmental Audit. The cost and expense of the Environmental Audit shall be borne by Buyer. If the Environmental Audit reveals, or at any time prior to closing Buyer otherwise becomes aware of the existence of any environmental condition or violation of any Environmental Law which Buyer is unwilling to accept or the Seller is unwilling to cure, Buyer shall have the right and option to cancel this Contract and receive a full return of the Earnest Money. 8. Broker Commission. Seller is responsible for payment of all broker's fees and commissions incurred in connection with the sale of this property. 9. Possession. At the Closing, the Property will be conveyed free of the rights of possession of any third parties in or to the Property except for valid easements, if any, filed of record and currently in force and effect. 10. Representations and Warranties. By Seller. In order to induce Buyer to enter into this Contract, Seller makes the following representations and warranties all of which will be true and correct as of the date hereof and as of the date of closing: Authority; No Conflict. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Contract and the documents to be executed and delivered by Seller in connection with the closing of the transactions described in this Contract (such documents being collectively referred to herein as "Seller's Closing Documents") and to perform its obligations under this Contract and the Seller's Closing Documents. Seller shall present to the Buyer and/or the Title Company, if necessary, all reasonable evidence of such authority which may be requested by either of them. The execution and delivery of this Contract and Seller's Closing Documents, the consummation of the transactions 3of7 described herein, and compliance with the terms of this Contract will not conflict with, or constitute a default under, any agreement to which Seller is a party or by which Seller or the Property is bound, or violate any regulation, law, court order, judgment, or decree applicable to Seller or the Property, except as otherwise expressly provided herein. No Litigation or Proceedings. Seller has no knowledge of any pending or threatened litigation, condemnation, or assessment affecting the Property. Environmental Representations. Except as otherwise expressly provided herein, Seller has no knowledge that the Property contains Hazardous Materials (as defined in Section 10(b)), contains any underground storage tanks, or is not in full compliance with all Environmental Laws (as defined in Section 10(b)). Title to Property. Seller has full and complete fee simple title to the Property, subject only to the liens and encumbrances, if any, disclosed on the Commitment or Survey to be furnished to Buyer hereunder. No Options. No person, corporation, or other entity has or, on the date of Closing, shall have any right or option to acquire the Property. Compliance. Seller has not received any notice from any governmental agency regarding the Seller's or the Property's non-compliance with applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Property. 11. As -Is. Buyer acknowledges that Seller makes no representations or warranties with respect to the present condition of the Property or its fitness or suitability for any particular purpose and that the Property is to be sold in an "as -is" condition. Buyer confirms that it is relying solely upon its investigation of the present condition of the Property and all governmental laws and ordinances which might affect its use and development. 12. Survives Closing. This Contract survives Closing of the sale of the Property and the delivery of the Warranty Deed and other necessary documents by Seller to Buyer at Closing, and all terms and conditions remain in effect between Seller and Buyer. 13. Mineral Rights. The sale of this property to the Buyer shall include the surface estate only, and shall not include any interests in the mineral estate. 14. Essential. Time is of the essence in closing this transaction. 4 of 7 VI-/ SELLER R%nbgxt--d Lozano, aka G.%Lozano, Jr. Edward G. STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on q 2021, by Robert G. Lozano (aka Robert G. Lozano, Jr.) and Edward G. Lozano. .✓pYP"°•w CYNTHIA BUENO -- °� '1�1'. to# 1178588-3 Notary Public in and for the State of Texas Notary Public STATE OF TEXAS -•' My Comm. Exp. 11-04-2023 5of7 . 1V CITY OF CORPUS CHRISTI, TEXAS q�eDate: 021.0 .171d by Jeff Edmonds {{,, Date: 2021.08.1711:03:08-OS'00' Jeff H. Edmonds, Director of Engineering Services THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on 4 Vg U-,c't 17 , 2021, by Jeff H. Edmonds, Director of Engineering Services of the City of Corpus Christi, a Texas municipal corporatio on behalf of said corporation. Bobby C. Harraid, Jr. *; .+ Notary Pudic, State of Texas Comm. des 12.10.22 OF Notary ID 8000753 ATTEST: EI EVECCAHUEHUERTA, CITY SECRETARY Approved as to Legal Form For the City Attorney �J 1 08:4 :52 -0 08:46:52-OS'00' Janet Whitehead, Assistant City Attorney 6of7 Wol4kblic in a e State of Texas M06 l AUTK09111' EXHIBIT A TO REAL ESTATE SALES CONTRACT ena�� 7of7