HomeMy WebLinkAboutPR 22081: AUTHORIZING THE CITY MANAGER TO ENTER INTO A REAL ESTATE SALE CONTRACT P. R. No. 22081
08/05/21 ht
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER
INTO A REAL ESTATE SALE CONTRACT BETWEEN THE CITY OF
PORT ARTHUR AND PORT OF PORT ARTHUR, FOR THE SALE OF
CITY OWNED PROPERTIES REFERENCED AS TRACTS 1, 2, 4, 5, 7,
& 8 IN THE PORT'S OFFER LETTER
WHEREAS, on June 17, 2021, the Port of Port Arthur submitted an offer letter to
purchase City owned properties as delineated in Exhibit "A"; and
WHEREAS, on July 13, 2021, City Council approved a Motion to authorize the City
Attorney and City Manager to enter into a sales agreement in conjunction with the Local
Government Code for Tracts 1-9 as stated in the offer letter from the Port of Port Arthur
for the sales price of $125,000.00; and
WHEREAS, the approved Motion did not specify the omittance of Tract 3 (Parcel
#88313) from the offer letter, after title report indicated that the City was not deemed
the fee simple owner; and
WHEREAS, upon further site review of the properties, it was determined that
Tract 9, (i.e., Parcels #89000 & #88999) will also need to be omitted and sold at a later
date due to it currently being utilized by the Transit Department as temporary parking
space; and
WHEREAS, the sale of the remaining Tracts is authorized pursuant to Section
272.001(1) of the Texas Local Government Code which applies to the sale of land to
another political subdivision; and
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WHEREAS, the City Council has determined that it is in the best interest of the
citizens of the City of Port Arthur to enter into the Real Estate Sale Contract for the fair
market value amount of $87,200.00 as the sales price for Tracts 1, 2, 4, 5, 7, & 8, as
determined to be in conformity with Section 272.001(1) of the Texas Local Government
Code.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That City Council hereby authorizes the City Attorney and City
Manager to enter into a Real Estate Sale Contract between the City of Port Arthur and
Port of Port Arthur, in substantially the same form as attached hereto as Exhibit "A".
Section 3. That a copy of the caption of this Resolution shall be spread upon
the Minutes of the City Council.
READ, ADOPTED, AND APPROVED, this day of , 2021
AD, at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the
following vote: AYES:
Mayor: ,
Councilmembers: ,
NOES: .
Thurman `Bill" Bartle, Mayor
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ATTEST:
Sherri Bellard, City Secretary
APPROVED AS TO FORM:
Valecia R. Tizeno, City Attorney
APPROVED FOR ADMINISTRATION:
Ronald Burton, City Manager
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EXHIBIT "A"
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REAL ESTATE SALE CONTRACT
This Real Estate Sale Contract ("Contract") is executed as of the Effective Date (defined below),
by and between THE CITY OF PORT ARTHUR, TEXAS, a political subdivision of the State
of Texas ("Seller"), and THE PORT OF PORT ARTHUR NAVIGATION DISTRICT OF
JEFFERSON COUNTY, TEXAS, a navigation district organized under the laws of the State of
Texas ("Buyer").
The "Effective Date" of this Contract shall be the date on which a fully executed copy of this
Contract is delivered to the Title Company (defined herein) and such delivery is acknowledged
by the Title Company.
WITNESSETH:
In consideration for the mutual covenants herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:
1. PROPERTY AND SALES PRICE: Upon the terms and subject to the conditions
herein contained, Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase
from Seller the properties as shown on Exhibit "A" attached hereto and made a part hereof,
together with Seller's interest in all improvements located thereon (if any) (collectively, the
"Property"). All properties to be sold by this Contract are referred to as the "Property".
2. CONTRACT SALES PRICE: Buyer will pay the sales prices shown on Exhibit"A" for
each respective property with the total sum being the amount of$87,200.00 (the "Contract Sales
Price"). Buyer shall deliver to Seller the Contract Sales Price at Closing in cash or other
immediately available good funds.
3. EARNEST MONEY: Within three (3) business days after the Effective Date, Buyer
shall deliver to Texas Regional Title, 7675 Folsom Dr #100, Beaumont, Texas 77706 (the "Title
Company") the amount of$10,000.00 as earnest money ("Earnest Money") in cash in the form
of a wire transfer of immediately available funds or a good and sufficient check. All Earnest
Money shall be deposited in an interest bearing account and all interest thereon shall accrue to
the benefit of the Buyer. The Earnest Money shall be applied to the Contract Sales Price at
Closing.
4. TITLE POLICY: At Closing, Buyer shall pay the basic premium for the issuance of an
Owner's Policy of Title Insurance (the "Title Policy") issued by the Title Company in the amount
of the Contract Sales Price and dated on or after Closing. If Buyer requires any so-called
"comprehensive" or "extended coverage" endorsement (if available), the deletion of any
exception from the Title Policy or the issuance of any other endorsements or changes to the Title
Company's standard form of title policy, any additional premium charged therefor shall be borne
by Buyer. Seller shall be under no obligation to make any additional payments, assume any
additional liabilities or take any additional actions beyond those required in this Contract in order
to facilitate the issuance of any endorsements or the making of any modifications to the Title
Policy. Buyer shall be solely responsible for payment of all premiums and other costs and
expenses associated with the issuance of any mortgagee policies of title insurance (including all
endorsements thereto)required by Buyer's lender(s).
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5. SURVEY/FEASIBILITY: Buyer, at Buyer's expense, shall procure a survey of the
Property prepared by a registered professional land surveyor.
6. TESTS/INSPECTION: At Buyer's sole cost and expense, Buyer shall have a period of
ninety (90) days after the Effective Date ("Inspection Period") in which to conduct soil,
engineering, environmental and other tests with regard to the Property and to investigate and
otherwise determine the desirability and utility of the Property for Buyer's intended use. Buyer
and Buyer's agents are hereby given permission to enter the Property during the Inspection
Period for the purposes of conducting such tests and investigations and making its inspections
and determinations. Seller agrees to provide any and all documentation reasonably requested
concerning the Property to the Buyer or Buyer's agents. If Buyer determines in its sole and
absolute discretion, that the Property is not suitable for Buyer's intended use, or if Buyer
determines not to consummate the purchase of the Property for any reason following the
completion of the tests and investigation, Buyer may terminate this Agreement by so notifying
Seller either (1) prior to the expiration of the Inspection Period or (2) within 30 days following
receipt by Buyer of all reports and results pertaining to the tests and investigations paid for by
Buyer, whichever date is later. If Buyer timely gives such notice, this Agreement shall
terminate, the Earnest Money shall be returned to Buyer and the parties shall have no further
rights, duties or obligations under this Agreement.
7. CLOSING: The Closing of the sale shall be on or before 90 days after Effective Date
(unless extended as provided below or otherwise mutually agreed upon in writing between Buyer
and Seller) (the "Closing Date") at a location and time mutually agreed upon by Buyer and
Seller. Time is of the essence. The Closing Date may be extended as otherwise specifically
provided in this Contract.
A. At Closing, upon tender of the Contract Sales Price, Seller must execute and
deliver a general warranty deed conveying title to the Property to Buyer, subject
to the following: All presently recorded restrictive covenants, agreements, rights
of ways, easements, and mineral reservations that affect the Property.
B. 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 proceeds;
and (2) 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.
At Closing, Buyer will pay Seller the Contract Sales Price, with the Earnest Money to be
credited to such Contract Sales Price.
8. POSSESSION: The possession of the Property must be delivered to Buyer at Closing in
substantially its present condition, ordinary wear and tear, casualty and condemnation loss
excepted, subject to matters referenced herein.
9. [Intentionally Omitted.]
10. SALES EXPENSES TO BE PAID IN CASH AT OR PRIOR TO CLOSING:
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A. Seller's Expenses: At Closing, Seller shall pay or cause to be paid or have paid
all costs of releasing existing liens which affect the Property, including prepayment
penalties; release of Seller's loan liability; Seller's legal fees, and other expenses
stipulated to be paid by Seller under other provisions of this Contract.
B. Buyer's Expenses: At Closing, Buyer shall pay or cause to be paid or have paid
all escrow closing fees charged by the Title Company;tax statements or certificates; costs
for preparation of Deed; any required reserve deposits for insurance premiums, cost of
any survey deletion; all amounts incurred in connection with recording the Deed to
Buyer; and any other filing and recording fees; copies of restrictions and easements;
Buyer's legal fees, and other expenses stipulated to be paid by Buyer under other
provisions of this Contract.
11. PRORATIONS: Seller and Buyer are both governmental entities and do not expect
there to be any prorations for this transaction. However, to the extent applicable, ad valorem
taxes, general real estate taxes and assessments, rents, interest, insurance premiums (to the extent
policies are transferred to Buyer), operating expenses (for service contracts or other obligations
assumed by Buyer) and any other items customarily prorated to the extent appropriate are to be
adjusted as of the Closing Date. 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.
12. COMMITMENT: Within 20 days after the Title Company receives a copy of this
contract, Seller shall furnish to Buyer a commitment for title insurance ("Commitment") and, at
Buyer's expense, legible copies of restrictive covenants and documents evidencing exceptions in
the Commitment ("Exception Documents") other than the standard printed exceptions. Seller
authorizes the Title Company to deliver the Commitment and Exception Documents to Buyer
and Buyer's counsel. If the Commitment and Exception Documents are not delivered to Buyer
within the specified time, the time for delivery will be automatically extended up to 15 days or 3
days before the Closing Date,whichever is earlier.
(a) Buyer may object to any defects, exceptions, or encumbrances to title either
disclosed on the survey or disclosed in the Commitment. Buyer must object prior
to the Closing Date. Provided however, all liens against the Property and
Schedule C exceptions applicable to Seller under the Title Commitment shall
automatically be deemed to be unacceptable exceptions to title and Seller shall
cause such items to be released at or prior to the Closing Date regardless if Buyer
objects to such Schedule C items.
(b) Seller shall cure the objections of Buyer or any third party lender within 15 days
after Seller receives the objections and the Closing Date will be extended as
necessary.
(c) If objections are not cured within the time allowed(or as extended by the Parties),
Buyer may terminate this Contract by providing written notice to Seller and the
Earnest Money will be refunded to Buyer.
(d) If prior to Closing, there are any Schedule C exceptions remaining on a specific
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property, Buyer and Seller may agree to have separate Closings concerning those
properties.
13. CASUALTY LOSS OR CONDEMNATION: If prior to the Closing of this
transaction, all or any substantial part of the Property is condemned, damaged or destroyed,
Buyer has the option to declare this Contract terminated by delivering written notice of
termination pursuant to this paragraph to Seller within ten (10) days of the date Seller notifies
Buyer in writing of such condemnation, damage or destruction. Upon such termination,
provided that Buyer is not then in default hereunder, Buyer will be entitled to a refund of the
Earnest Money. If Buyer does not so elect to terminate this Contract, then the Closing shall take
place as provided herein without abatement of the Contract Sales Price, and there shall be
assigned to Buyer at the Closing all of Seller's interest in and to any condemnation award or any
insurance proceeds collected from policies maintained by Seller as a result of such casualty,
except that Seller shall retain all insurance proceeds and/or condemnation awards in excess of the
Contract Sales Price as adjusted by permitted prorations provided herein.
14. DEFAULT: Either party will be in default hereunder if such party shall fail to meet,
comply with or perform any material covenant, agreement, or obligation required by this
Contract.
(a) if Buyer defaults, Seller's sole remedy shall be to terminate this Contract.
(b) if Seller defaults, Buyer may (i) enforce specific performance of Seller's
obligations, (ii) terminate this Contract and receive the Earnest Money as liquidated
damages, or (iii) pursue such other remedies as are available to Buyer at law or in equity,
including, without limitation,terminating this Contract and pursuing a claim for damages.
The remedies set forth above are the parties' sole and exclusive remedies, the parties hereby
waiving all others; provided, however, that the provisions of this Section shall not act to reduce
or otherwise affect any of those rights or remedies which expressly survive Closing or any
termination of this Contract, including,without limitation, any rights to indemnity.
15. ATTORNEY'S FEES: Any signatory to this Contract who is the prevailing party in any
legal proceeding against any other signatory brought under or with relation to this Contract or
transaction is additionally entitled to recover court costs and reasonable attorney fees from the
non-prevailing party.
16. AS-IS SALE: BUYER HEREBY (A) ACCEPTS THE PROPERTY "AS IS",
"WHERE IS" AND "WITH ALL FAULTS", AND (B) ACKNOWLEDGES THAT, EXCEPT
AS EXPRESSLY SET FORTH HEREIN AND EXCEPT FOR THE GENERAL WARRANTY
OF TITLE TO BE CONTAINED IN THE DEED, SELLER HAS NOT MADE, DOES NOT
MAKE AND HEREBY EXPRESSLY DISCLAIMS, AND BUYER HAS NOT RELIED UPON
AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY EXPRESS
OR IMPLIED WARRANTIES, STATEMENTS, ASSERTIONS, NON-ASSERTIONS,
DISCLOSURES OR REPRESENTATIONS TO BUYER CONCERNING ANY ASPECT OF
THE PROPERTY.
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Notwithstanding the foregoing, Seller represents and warrants the following to Buyer:
a. Except as may be contained in the Commitment or as otherwise disclosed to Buyer,
Seller has received no written notice within the past six (6) months from any city,
county, state or other governmental authority having jurisdiction over the Property of
any condemnation of the Property. Seller agrees that if such notice is received prior
to Closing, Seller must submit all such notices to Buyer for examination and
approval, which notice may then trigger Buyer's rights as set forth in Section 13
above;
b. Except as may be contained in the Commitment or as otherwise disclosed to Buyer,
Seller has not entered into any written lease agreement with any third party granting
such party the right to possess the Property that will continue in effect beyond
Closing;
c. Seller is a political subdivision of the State of Texas, is in good standing under such
laws and has the power to enter into this Contract;
d. Seller has the full right,power, authority and capacity to enter into and perform this
Contract;
e. Seller has good and valid title to the Property;
f. At Closing, there will be no liens, assessments, or security interests against the
Property which will not be satisfied out of the sales proceeds;
g. This Contract constitutes the valid and binding agreement of Seller; and
h. The execution and delivery of this Contract by Seller and the performance by Seller
of the transactions contemplated hereby will not conflict with or result in a breach of
the terms, conditions or provisions of or constitute a default under any material
instrument, agreement, lease, sublease, mortgage, judgment, order, decree or other
restriction to which Seller is a party or by which Seller is bound or any statute or
regulatory provision applicable to Seller.
Buyer represents and warrants the following to Seller:
a. Buyer is a navigation district organized under the laws of the State of Texas, is in
good standing under such laws and has the power to enter into this Contract;
b. The execution and delivery of this Contract has been duly authorized by all necessary
corporate action of Buyer;
c. This Contract constitutes the valid and binding agreement of Buyer; and
d. The execution and delivery of this Contract by Buyer and the performance by Buyer
of the transactions contemplated hereby will not conflict with or result in a breach of
the terms, conditions or provisions of or constitute a default under any material
instrument, agreement, lease, sublease, mortgage, judgment, order, decree or other
restriction to which Buyer is a party or by which Buyer is bound or any statute or
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regulatory provision applicable to Buyer.
Each of the foregoing representations or warranties made by Seller and Buyer under this
Contract is continuing and shall survive Closing for a period of one (1)year.
It is a condition of each party's obligations to Closing under this Contract that the foregoing
representations and warranties by the other party were true and correct when made and will be
true and correct as of Closing.
17. AGREEMENT OF PARTIES; GOVERNING LAW: This Contract contains the
entire agreement of the parties and cannot be changed except by their written consent. This
Contract may be executed in any number of counterparts. Each party is hereby authorized to rely
upon and accept as an original any executed copy of this Contract or other document referenced
herein which is sent by facsimile, telegraphic or other electronic transmission. The laws of the
State of Texas govern the validity, enforcement, and interpretation of this Contract.
18. NOTICES: All notices and demands required hereunder must be made in writing and
are deemed received on the third day following the day on which such notice is deposited in the
United States mail, certified mail, return receipt requested, postage prepaid, and addressed to
Seller and its attorney, or to Buyer and its attorney, at their respective addresses set forth below,
or such written notices and demands may be made by personal delivery to either party effective
upon such delivery.
19. BROKER WARRANTY: Seller agrees to indemnify and hold Buyer harmless from and
against any and all loss, cost, claims, liabilities and expense, including, without limitation,
attorneys' fees, which Seller or Buyer may suffer as a result of any claims or demands for any
Seller's broker's or agent's fees and from the costs of defense of any such claims or demands.
Buyer represents and warrants that Buyer has dealt with no broker or agent in connection
with the negotiation or execution of this Contract and Buyer agrees to indemnify and hold Seller
harmless from and against any and all losses, costs, claims, liabilities and expenses, including
without limitation, attorneys' fees, which Seller may suffer as a result of a breach of this
representation and warranty or arising out of claims or demands for any Buyer's broker's or
agent's fees and from the costs of defense of any such claims or demands.
20. INVALID PROVISIONS: If any one or more of the provisions of this Contract, or the
applicability of any such provision to a specific situation, shall be held invalid or unenforceable,
such provision shall be modified to the minimum extent necessary to make it or its application
valid and enforceable, and the validity and enforceability of all other provisions of this Contract
and all other applications of any such provision shall not be affected thereby.
21. FURTHER ACTS; DATES: In addition to the acts recited in this Contract to be
performed by Seller and Buyer, Seller and Buyer agree to perform or cause to be performed at
the Closing or after the Closing any and all such further acts as may be reasonably necessary to
consummate the transactions contemplated hereby. If the Closing Date established or
determined in accordance with this Contract, or last day for delivery of funds or documents, or
performance of an act or giving of a notice, falls upon a day which is not a business day, the
Closing Date or such last day, as the case may be, shall be and become the next following
business day.
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22. HEADINGS AND SECTION REFERENCES: The headings and Section references
found herein are for convenience only and shall not be considered a part of this Contract for any
purpose, or be considered as in any way interpreting, constituting, varying, altering, or modifying
this Contract or any of the provisions hereof.
23. This Contract may be executed in any number of counterparts. Each party is hereby
authorized to rely upon and accept as an original any executed copy of this Contract or other
document referenced herein which is sent by facsimile, telegraphic or other electronic
transmission.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Contract to be executed as
of the date written below such parry's signature,to be effective, however, as of the Effective
Date.
SELLER:
The City of Port Arthur, Texas
By:
Name:
Title:
Address: 444 4th Street
Port Arthur, Texas 77640
Phone: (409) 983-8100
Date:
BUYER:
The Port of Port Arthur Navigation District
of Jefferson County,Texas
By:
John A. Comeaux, President of the Board of Commissioners
Address: P.O. Box 1428
Port Arthur, Texas 77641
Date:
Copy to Buyer's Attorney: Copy to Seller's Attorney:
MOORE LANDREY, L.L.P. City of Port Arthur Legal Department
Elizabeth McKim Broussard Valecia R. Tizeno
Scot E. Sheldon 444 4th Street
905 Orleans Street Port Arthur, Texas 77640
Beaumont,Texas 77701 Phone: (409) 983-8126
Phone: (409) 835-3891 Email: val.tizeno@portarthurtx.gov
Email: ebroussard@moorelandrey.com
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•
ACKNOWLEDGEMENT OF CONTRACT RECEIPT BY TITLE COMPANY
The undersigned, Texas Regional Title Company, referred to in this Contract as the "Title
Company," hereby acknowledges that it received this Contract executed by Seller and Buyer on
the day of , 2021 (the "Effective Date") and accepts the obligations of the
Title Company as set forth herein.
TEXAS REGIONAL TITLE COMPANY
By:
Name:
Title:
Address: 7675 Folsom Road, Building 100
Beaumont, TX 77706
Tel: (409) 861-7333
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ACKNOWLEDGEMENT OF EARNEST MONEY RECEIPT BY TITLE COMPANY
The undersigned, Texas Regional Title Company, referred to in this Contract as the "Title
Company," hereby acknowledges that it received the Earnest Money in the amount of
on the day of , 2021 and accepts the obligations of the Title
Company as set forth herein. The Title Company hereby agrees to hold the Earnest Money as
directed in this Contract, and to distribute the Earnest Money in accordance with the terms and
provisions of this Contract.
TEXAS REGIONAL TITLE COMPANY
By:
Name:
Title:
Address: 7675 Folsom Road, Building 100
Beaumont, TX 77706
Tel: (409) 861-7333
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EXHIBIT"A"
Tract#s Physical Address Property Legal Description Sales Price for Each Property
Tract 1 800 FORT WORTH AVE TX C 42 1/2'OF LT 1 BLK 71 CITY OF PORT ARTHUR 800 BLK FORT WORTH AVE $ 4,300.00
Tract 2 748 SAN ANTONIO AVE LT 11< 12 BLK 76 CITY OF PORT ARTHUR $ 14,000.00
Tract 4 220 REV RANSOM HOWARD ST LT 8 BLK 103 CITY OF PORT ARTHUR $ 12,600.00
200 REV RANSOM HOWARD ST LT 9 BLK 103 CITY OF PORT ARTHUR 200 BLK REV RANSOM HOWARD ST
Tact 5 237 6TH ST LT 21 BLK 103 CITY OF PORT ARTHUR $ 12,600.00
2356TH Sr LT 20 BLK 103 CITY OF PORT ARTHUR
Tract 6 147 6TH ST LT 23&24 BLK 104 CITY OF PORT ARTHUR 147-149 6TH ST $ 15,200 00
141 6TH ST LT 22 BLK 104 CITY OF PORT ARTHUR
Tract 7 624 HOUSTON AVE LT 12 BLK 104 CITY OF PORT ARTHUR $ 14,000.00
616 HOUSTON AVE LT 13 BLK 104 CITY OF PORT ARTHUR
Tract 8 323 PROCPER ST LT 18&9"OF LT 17 BLK 133 CITN OF PORT ARTHUR 323-325 PROCFER ST $ 11500.00
Total Contract Sales Price:87,200.00