HomeMy WebLinkAboutPR 15233: PURCHASE OF SABINE PASS PROPERTY - COMMUNITY CENTER & REC. FACILITIES/BILLY & BRENDA WILLIAMSInteroffice
MEMORANDUM
To: Mayor, City Council, and City Manager
From: Mark Sokolow, City Attorney ~.,,( ~i~y~~
Date: May 1, 2009
Subject: P. R. No. 15233; Council Meeting May S, 2009
Attached is P. R. No. 15233 as it pertains to a
Purchase Agreement for property in Sabine Pass for a
Community Center. Exhibits "A" and "B" are still being
reviewed by Billy and Brenda Williams of Sabine Pass.
MTS:gt
Attachment
cc: Perry McPherson
MCPHERSON MONK HIIGHES BRADLEY WIMBERLEY ~ STEELE LLP
Tom Burger
LNG
1
z.pr15233_memo
P. R. No. 15233
04/28/09 is
RSSOLIITION NO.
A RESOLIITION AS IT PERTAINS TO A PIIRCHASE
AGREEMENT FOR PROPERTY IN SABZNE PASS FOR A
COMMIINITY CENTER AND ADJACENT RECREATIONAL
FACILITIES
WHEREAS, it is deemed in the best interests of the citizens to
authorize the City Manager to enter into a Purchase Agreement with
Brenda Williams for the purchase of Lots 7, 8, and 9, Block 8,
Range 5, in Sabine Pass as to build a community center and adjacent
recreational facilities for the citizens of Sabine Pass, in
substantially the same form as attached hereto as Exhibit "A"; and
WHEREAS, it is deemed in the best interests of the citizens to
authorize the City Manager to enter into a Purchase Agreement with
Billy Williams for the purchase of Tract 116 that is adjacent to
Broadway and that is or was a portion of Park Square as to build a
community center and adjacent recreational facilities for the
citizens of Sabine Pass, in substantially the same form as attached
hereto as Exhibit "B".
NOW THEREFORE, BE IT RESOLVED BY THE CITY COIINCIL OF THE CITY
OF PORT ARTHIIR:
Section 1. That the facts and opinions in the preamble
are true and correct.
Section 2. That the City Manager is herein authorized to
enter into a Purchase Agreement with Brenda Williams for $32,500
for Lots 7, 8, -and 9, Block 8, Range 5, in Sabine Pass, in
z.pY15233
substantially the same form as attached hereto as Exhibit "A", as
to build a community center and adjacent recreational facilities
for the citizens of Sabine Pass, with the City Attorney taking such
action to obtain or purchase said tract.
Section 3. That the City Manager is herein authorized to
enter into a Purchase Agreement for $500 with Billy Williams for
Tract 116 that is adjacent to Broadway and that is or was a portion
of Park Square, in substantially the same form as attached hereto
as Exhibit "B", as to build a community center and adjacent
recreational facilities for the citizens of Sabine Pass, with the
City Attorney taking such action to obtain or purchase said tract.
Section 4. That a copy of the caption of this Resolution
be spread upon the Minutes of the City Council.
READ, ADOPTED AND APPROVED on this day of
A.D., 2009, at a Meeting of the City Council of
the City of Port Arthur, by the following vote: AYES:
Mayor
Councilmembers
NOES:
MAYOR
z.pr15233
ATTEST:
CITY SECRETARY
APPROVED AS TO FORM:
CITY ATTORNEY
APPROVED FOR ADMINISTRATION:
CITY MANAGER
APPROVED AS TO THE AVAILABILITY OF FDNDS:
ASSISTANT CITY MANA ER FINANCE DIRECTOR
Do!-lo03- s~Z. s9-a-~
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z.pr15233
EXHIBIT "A"
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TEXAS ASSOCL4TION OF 1tCAI,TORS~i
COMMERCIAL CONTRACT -IMPROVED PROPERTY
USE OF THIS FORM 3Y pERSGNS `NHO ARE NOT MEM5EP.5 GF THE Tc~. AS ASSOGATION GF REALT00.5®IS NGT AUTHORIZED.
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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: t;, t t ~ w; n ' amc
Address.
Phone: Fax:
E-mail:
Buyer. City of Port Arthur
Address:
Phone: Fax.
E-mail:
2. PROPERTY:
County, Texas at
A. "Property" means that real property situated in Jefferson
(address) and that is legally described on the attached Exhibit
Any and all rights to Tract 116that is adjacent to Broadway and that is
or was a portion of Park Square.
or as follows:
8. Seller will sell and convey the Property together with:
(1) all buildings, improvements, and fixtures;
(2) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and
interest in any minerals, utilities, adjacent streets, alleys, strips, gores, and rights-of-way;
(3) Seller's interest in all leases, rents, and security deposits for all or part of the Property;
(4) Sellers interest in all licenses and permits related to the Property;
(5) Sellers interest in all third party warranties or guaranties, if transferable, relating to the Property or
any fixtures;
(6) Sellers interest in any Trade names, if transferable, used in connection with the Property, and
(7) all Seller's tangible personal property located on the Property that is used in connection with the
Property's operations except:
(Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.)
(If the Property is a condominium, attach condominium addendum-)
3. SALES PRICE: At or before closing, Buyer will pay the following sales price for the Property.
A. Cash portion payable by Buyer at closing ......... ~ snn
B. Sum of all financing described in Paragraph 4 .............. . ............ $
C. Sales price (sum of 3A and 3B) ....................................... $
(TAR-1801) 10-18-OS Initialed for Identification by Buyer _. _ and Seller _, -
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Commercial Contract -Improved Property concerning
4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3B as follows:
^ A. Third Party Financino: One or more third party loans in the total amount of $ .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.
^ B.
Assumption:
assume the
In accordance with the attached Commercial Contract Financing Addendum, Buyer will
existing promissory note secured by the Property, which balance at closing will be
^ C. Seller Financino: The delivery of a promissory note and deed of trust from Buyer to Seller under the
terms of the attached Commercial Contract Financing Addendum in the amount of $
5. EARNEST MONEY:
A. Not later than 3 days after the effective date, Buyer must deposit $ t nn as earnest
money Wlth American T-tle --
(escrow agent) at
(address). If Buyer fails to timely deposit the earnest
money, Seller may terminate this contract by providing written notice to Buyer before Buyer deposits the
eamest money and may exercise Seller's remedies under Paragraph 15.
B. Buyer will deposit an additional amount of $ with the escrow agent to be made
part of the earnest money on or before:
^ (i) days after Buyer's right to terminate under Paragraph 7B expires; or
^ (iil
Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph SB
within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount.
C. Buyer may instruct the escrow agent to deposit the eamest money in an interest-bearing account at a
federally insured financial institution and to credit any interest to Buyer.
6. TITLE POLICY, SURVEY, AND UCC SEARCH:
A. Title Policy:
a$uvver's
(1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy}
issued by (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.
^ (b) will be amended to read "shortages in areas" at the expense of ^ Buyer ^ Seller.
(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.
(3) Buyer may object to any restrictive covenants on the Property within the time required under
Paragraph 6D.
(4) Within 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. The City will pay for the costs of obtaining Title Reports from
American Title.
(TAR-1801) 10-18-OS Indialed for Identification by Buyer _ , and Seller Page 2 of 13
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Commercial Contract -Improved Property concerning
B. Survev: Within 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 Texas Society of Professional Surveyors'
standards for a Category 1A survey under the appropriate condition.
^ (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 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 existing survey
of the Property dated along with an affidavit required by the title
company for approval of the survey. If the survey is not acceptable to the title company, Seller, at
Seller's expense, will obtain a survey acceptable to the title company and deliver the acceptable
survey to the buyer and the title company within 15 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
15 days if necessary for Seller to deliver an acceptable survey within the time required.
C. UCC Search:
^ (1) Within days after the effective date, Seller, at Seller's expense, will furnish Buyer a Uniform
Commercial Code (UCC) search prepared by a reporting service and dated after the effective date.
The search must identify documents that are on file with the Texas Secretary of State and the
county where the Property is located that relate to all personal property on the Property and show,
as debtor, Seller and all other owners of the personal property in the last 5 years.
^ (2) Buyer does not require Seller to furnish a UCC search.
D. Buyer's Obiections to the Commitment Survev and UCC Search:
(1) Within~_ days after Buyer receives the commitment, copies of the documents evidencing title
exceptions, any required survey, and any required UCC search, Buyer may object to matters
disclosed in the items if: (a) the matters disclosed constitute a defect or encumbrance to title to the
real or personal property described in Paragraph 2 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). If
Paragraph 6B(1) applies, Buyer is deemed to receive the survey on the earlier of: (i) the date Buyer
actually receives the survey; or (ii) 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 76(1), will be refunded to Buyer.
(3} Buyer's failure to timely object or terminate under this Paragraph 6D is a waiver of Buyer's right to
object except that Buyer will not waive the requirements in Schedule C of the commitment.
7. PROPERN CONDITION:
A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Sellers
expense, will complete the following before closing:
(TAR-1801) 10-18-05 Initialed for Identirication by Buyer _, _ and Seller, _ Page 3 of 13
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Commercial Contract -Improved Property concerning
B. Feasibility Period: Buyer may terminate this contract for any reason within 6n days after the
effective date (feasibility period) by providing Seller written notice of termination. (Check only one box.)
C~ (1) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer less
$ 100 that Seller will retain as independent consideration for Buyers unrestricted
right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the
amount specified in Paragraph 5A to the escrow agent. The independent consideration is to be
credited to the sales price only upon closing of the sale. If no dollar amount is staved Inrthis
^ (2) Not later than 3 days after the effective date, Buyer must pay Seller $ as
independent consideration for Buyer's fight 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
__ ___ :__ o...... .. dll nnf hmia
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) Seller, at Sellers expense, will turn on all utilities necessary for Buyer to make inspections, studies,
or assessments.
(3) 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.
(4) Except for those matters that arise from the negligence of Seller or Sellers 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 30 days after the effective date, Seller will deliver to
Buyer:
^ (a) a current rent roll of all leases affecting the Property certified by Seller as true and correct;
^ (b) copies of all current leases pertaining to the Property, including any modifications, supplements,
or amendments to the leases;
^ (c) a current inventory of all personal property to be conveyed under this contract and copies of any
leases for such personal property;
(TAR-1801) 10-18-05 Initialed for Identification by Buyer _, _ and Seller _, _ Page 4 of 13
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Commercial Contract -Improved Property concerning
^ (d) 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;
^ (e) copies of all curcent service, maintenance, and management agreements relating to the
ownership and operation of the Property;
^ (f) copies of current utility capacity letters from the Property's water and sewer service provider;
^ (g) copies of all current warranties and guaranties relating to all or part of the Property;
^ (h) copies of fire, hazard, liability, and other insurance policies that currently relate to the Property;
^ (i) copies of all leasing or commission agreements that currently relate to all or part of the Property;
^ (j) a copy of the "as-built" plans and specifications and plat of the Property;
O (k) copies of all invoices for utilities and repairs incurred by Seller for the Property in the 24 months
immediately preceding the effective date;
^ (I) a copy of Seller's income and expense statement for the Property from
to
^ (m) copies of all previous environmental assessments, geotechnical reports, studies, or analyses
made on or relating to the Property;
^ (n) real & personal property tax statements for the Property for the previous 2 calendar years; and
I~ (o) Any documentation that Seller ha ac to the a' ~~~~^ ~^
property and that he has no secci nn of
(2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than
10 days after the tercnination date: (a) return to Seller all those items described in Paragraph 7D(1)
that Seller delivered to Buyer and all copies that Buyer made of those items; and {b) deliver copies
of all inspection and assessment reports related to the Property that Buyer completed or caused to
be completed. This Paragraph 7D(2) survives termination of this conUact.
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 transferor 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 26 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: Seller has no leases on this propertyand it is.currently vacant.
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 modifcation 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 non-occupancy of the leased premises by a tenant;
(4) any advance sums paid by a tenant under any lease;
(5) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect
any lease; and
{6) 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 Certificates: Within days after the effective date, Seller will deliver to Buyer estoppel
certificates signed not earlier than by each tenant that leases space
in the Property. The estoppel certificates must state:
(TAR-1801) 10-18-05 Initialed for Identification by Buyer _, _ and Seller, _ Page S of 13
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Commercial Contract -Improved Property concerning
(1) that no default exists under the lease by the landlord or tenant as of the date the estoppel certificate
is signed;
(2) the amount of the scheduled rents to be paid through the end of the lease and any rental payments
that have been paid in advance;
(3) the amount of any security deposit;
(4) the amount of any offsets tenant is entitled against rent;
(5) the expiration date of the lease;
(6) a description of any renewal options; and
(~)
9. BROKERS: There are no brokers.
A. The brokers to this sale are:
Cooperating Broker License No. Principal Broker License No.
Fax
E-maiC
Cooperating Broker represents buyer.
B. Fees: (Check only one box.)
Broker a total cash fee of_
_ % of the sales price.
^ (1) Seller will pay Principal Broker the fee specified by separate written commission agreement
between Principal Broker and Seller. Principal Brokerwill 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:
Cooperating
^
E-maiC
Principal Broker: (Check only one box)
^ represents Seller only.
^ represents Buyer only.
^ is an intermediary between Seller and Buyer.
Principal Broker a total cash fee of:
^ % of the sales price.
^ _
The cash fees will be paid in County, Texas. Seller authorizes
escrow agent to pay the brokers from the Seller's proceeds at closing.
NOTICE: Chapter 62, Texas PropeRy Code, authorizes a broker to secure an earned commission
evith 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.
10. CLOSING:
A. The closing of the sale will be on or before
or within 7 days after
objections made under Paragraph 6D have been cured or waived, whichever date is later (the closing
date).
(TAR-1801) 10-18-05 Initialed for Identification by Buyer _, _ and Seller _, _ Page 6 of 13
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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 to Buyer, 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 Uniform Commercial Code 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) a bill of sale with warranties to title conveying title, free and clear of all liens, to any personal
property defined as part of the Property in Paragraph 2 or sold under this contract;
(3) an assignment of all leases to or on the Property;
(4} to the extent that the following items are assignable, an assignment to Buyer of the following items
as they relate to the Property or its operations:
(a) licenses and permits;
(b) maintenance, management, and other contracts; and
(c) warranties and guaranties;
(5) a rent roll current on the day of the closing certified by Seller as true and correct;
(6) evidence that the person executing this contract is legally capable and authorized to bind Seller;
(7) an affidavit acceptable to the escrow agent stating that Seller is not a foreign person or, if Seller is a
foreign person, a written authorization for the escrow agent 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 together with appropriate tax forms; and
{8) 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 the issuance of the title
policy, all of which must be completed and executed by Seller as necessary.
E. At closing, Buyer will:
(1) pay the sales price in good funds acceptable to the escrow agent;
(2) deliver evidence that the person executing this contract is legally capable and authorized to bind
Buyer;
(3) sign and send to each tenant in the Property a written statement that:
(a) acknowledges Buyer has received and is responsible For the tenant's security deposit; and
(b) specifies the exact dollar amount of the security deposit;
(4) sign an assumption of all leases then in effect; and
(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 alandlord-tenant at sufferance relationship between the parties.
(TAR-1801) 10-18-OS Initialed for Identification by Buyer _ , _ and Seller _ . - Page 7 of 13
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12. SPECIAL PROVISIONS: (Identify exhibit if special provisions are contained in an affachment.)
(a) This sale or transfer is conditioned on the purchase by the City of Port Arthur
of the adjacent Lots 7, 8 and 9 of Block 8, Range 5, of the Town of Sabine Pass,
as well as the receipt or retention of Tract 128.
(b) If the Ci[y purchases or acquires Tract 116, the City will pay all closing costs,
and all back ad valorem taxes.
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 Sellers loan liability, if applicable;
(3)-tax-staEeFxlentsorcertif+sates;
(4)-preparat+ea-of~~~e-deedarldaay-bilf eFbafe;
(5)-eae~alpe€aa}r~sefew-fee; .~_. ~_~~....,,,.-f ~„ro ar,ri
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(7) other expenses that Seller will pay under other provisions of this contrac .
8. Buyer's Expenses. Buyer will pay for the following at or before closing
(1) all loan expenses and fees;
(2) preparation fees of any deed of trust;
(3) recording fees for the deed and any deed of trust;
(4) premiums for flood and hazard insurance as may be required by Buyer's lender;
(5) one-half of any escrow fee; and
(6) other expenses that Buyer will pay under other provisions of this contract.
14. PROBATIONS:
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
and Seller _, - Page 8 of 13
(TAR-1801) 10-18-OS indlaled For Identification by Buyer _,
____`...;,fx
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Commercial Contract -Improved Property concerning
charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate
adjustment at closing.
3. Rollback Taxes: If Seller changes the use of the Property before closing or if a denial of a special
valuation on the Property claimed by Seller results in the assessment of additional taxes, penalties, or
interest (assessments) for periods before closing, the assessments will be the obligation of Seller. If this
sale or Buyers use of the Property after closing results in additional assessments for periods before
closing, the assessments will be the obligation of Buyer. This Paragraph 146 survives closing.
C. Rent and Security Deposits: At closing, Seller will tender to Buyegall lecaid exep~ sesa advancell~ental
advance payments received by Seller for periods after closin p p Pe
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 closing.
15. DEFAULT:
A. If Buyer fails to comply with this contract, Buyer is in default and Seller may:
(1) terminate this contract and receive the eamest money as liquidated damages, thereby releasing the
parties from this contract; or
(2) enforce specific performance, or seek other relief as may be provided by law, or both.
8. 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 un er
Paragraph 7B(1), as the 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 158, 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 un er
Paragraph 7B(1), as liquidated damages, thereby releasing the parties from this contract; or
(2) enforce specific performance, or seek such other relief as may be provided by law, or both.
16. CASUALTY LOSS AND CONDEMNATION:
A. If any part of the Property is damaged or destroyed by fire or other casualty after the effective date,
Seller must restore the Property to its previous condition as soon as reasonably possible and not later
than the closing date. If, without fault, Seller is unable to do so, Buyer may:
(1) terminate this contract and the earnest money, less any independent consideration under Paragraph
7B(1), will be refunded to Buyer;
(2) extend the time for performance up to 15 days and closing will be extended as necessary; or
(3) accept at closing: (i) the Property in its damaged condition; (ii) an assignment of any insurance
proceeds Seller is entitled to receive along with the insurers consent to the assignment; and (iii) a
credit to the sales price in the amount of any unpaid deductible under the policy for the loss.
B. If before closing, condemnation proceedings are commenced against any part of the Property, Buyer
may:
(1) terminate this contract by providing written notice to Seller within 15 days after Buyer is advised o
the condemnation proceedings and the earnest money, less any independent consideration under
Paragraph 7B(1), will be refunded to Buyer; or
(2) to:p(a)rSel erdand thehsales peke willnber~educded by theasamewamount; or (b)yBuyerl antd the sale9
price will not be reduced.
and Seller. - Page 9 of 13
(TAR-1801) 10-18-OS INtialed for Identification by Buyer _,
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Commercial Contract -Improved Property concerning
17. ATTORNEY'S FEES: If Buyer, Seller, any broker, or any escrow agent 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 eamest money will be applied first to any cash down payment, then to Buyer's closing
costs, and any excess will be refunded to Buyer.
B. If both parties make written demand for the earnest money, escrow agent may require payment of
unpaid expenses incurred on behalf of the parties and a written release of liability of escrow agent from
all parties.
C. If one party makes written demand for the earnest money, escrow agent will give notice of the demand
by providing to the other party a copy of the demand. If escrow agent does not receive written objection
to the demand from the other party within 15 days after the date escrow agent sent the demand to the
other party, escrow agent 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 eamest money and escrow
agent may pay the same to the creditors.
D. Escrow agent will deduct any independent consideration under Paragraph 7B(1) before disbursing any
eamest money to Buyer and will pay the independent consideration to Seller.
E. If escrow agent complies with this Paragraph 18, each party hereby releases escrow agent from all
claims related to the disbursal of the earnest money.
F. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to
escrow agent are effective upon receipt by escrow agent.
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 Property
Condition Statement. Tract 116 is vacant.
~ B. Except as otherwise provided in this contract, Seller is not aware Of:
(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;
(4) 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 tanks or containers;
(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 threatened or endangered species or their habitat on the Property;
(8) any present or past infestation of wood-destroying insects in the Property's improvements;
(9) any contemplated material changes to the Property or surrounding area that would materially and
detrimentally affect the ordinary use of the Property;
(10) any material physical defects in the improvements on the Property; or
(11) any condition on the Property that violates any law or ordinance.
(Describe any exceptions to {1)-(1 i) in Paragraph 12 or an addendum.)
and Seller _ , - Page 10 of 13
(TAR-1801) 10-18-05 Initialed for Identification by Buyer _ , -
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Commercial Contract -Improved Property concerning
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 lortfloodrocontrolsfaclites and sellrvlces,oChapter 49f ilTexastWatdertrCode~r glu9esaSelleet edeliaer a9 d
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 authoriseo ateld nta
provide water or sewer service to the properties in the certificated area. If your propertYbefore you can
certificated area there may be special costs or charges that you will be required to pay
receive water or sewer service. There may be a period required to construct lines or other facilities
property sin ar~ertificat dra~easand contact the utfty service pro~dearto d termine thetcost that you
prloperty The dundersigned purchasedr hereby acknowfedgesdre~eipt of thef oregoing notice at ortbefoue
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.
D (state, §33 136 Te~las NaturaleResources Code requires atnotce rlegard ngccoastal aeea property totbe
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 depertshould sontdact all m d is polities
determine if the Property is located within a municipality's ETJ, BuY
located in the general proximity of the Property for further information.
G. If apartments or other residential units are on the Property and the units were built before 1978, federal
law requires alead-based paint and hazard disclosure statement to be made part of this contract.
H. Section 1958.154, Occupations Code requires Seller to provide Buyer a copy of any mold remediation
certificate issued for the Property during the 5 years preceding the date the Seller sells the Property.
l assessments,oor~lnslpecdtionspto detenni Pe complPancie with zoning, govle nmental relgulations~om awsl.
Buyer should seek experts to perform such services. Selection of experts, inspectors, and repairmen is
the responsibility of Buyer and not the brokers.
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 Mav to 2009 the offer will lapse and become null and void.
Page 12 of 13
and Seller _ , --
(7AR-1801) 10-18-05 Indialed for Identification by Buyer _.. -
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Commercial Contract -Improved Property concerning
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.
Buyer.
By
Printed Name: City of Port Arthur -
Seller:
By:
Printed Name: B'
Title:
Buyer:
By
Printed Name:
Title:
Title:
Seller:
By:
Printed Name:
Title:
AGREEMENT BETWEEN BROKERS
{Cooperating Broker) a
Principal Broker agrees to pay % of the sales price when the Principal Broker's fee is
fee of $ or
received. Escrow agent is authorized and dlrecied to pay Cooperating Broker from Principal Brokers fee a
closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation
between brokers.
Principal broker
Cooperating Broker
By: By.
i ATTORNEYS
Buyer's attorney is:
Name:
Address:
Phone 8 Fax:
Seller's attorney is:
Name:
Address.
Phone & Fax:
E-mall:
E-mail.
Buyer's atfomey requests copies of documents, Seller's attorney requests copies of documen s,
notices, and other information:
notices, and other information: ^ the title company sends to Seller.
^ the title company sends to Buyer. ^ Buyer sends to Seller.
^ Seller sends to Buyer.
ESCROW RECEIPT
Escrow agent acknowledges receipt of:
^ A. the contract on this day
^ B. earnest money in the amount of
on
Escrow Agent:
By:
(effective date);
in the form of
Address:
Phone & Fax:
E-mail:
Page 13 of 13
(TAR-1801) 10-18-05
EXHIBIT ~B"
~~~
TEk.~1S ASSOCIATION OF REALTORS®
COMMERCIAL CONTRACT -IMPROVED PROPERTY
USE OF THIS FORM 9Y PERSONS`/~10 A OTeO zMAE~cEa nn c(RPAI O ~ SOCIA~T~ON GF 0.EALTOftS®IS NOT AUTHOftfZEO.
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:
501100 Brenda Williams
Address: Fax:
Phone.
E-mail.
Buyer Cit
Address: Fax:
Phone.
E-mall.
2. PROPERTY: County, Texas at
Jefferson
A. "Property" means that real property situated in
(address) and that is legally described on the attached Exhibit _~
Lots 7, 8 and 9 of Block 8, Range 5, of the Town of Sabine Pass.
or as follows.
B. Seller will sell and convey the Property together with:
(1) all buildings, improvements, urtenances pertaining to the Property, including Seller's right, title, and
(2) all rights, privileges, and app ores, and rights-of-way',
interest in any minerals, utilities, adjacent streets, alleys, strips, g
(3) Sellers interest in all leases, rents, and security deposits for all or part of the Property',
(4) Sellers interest in all licenses and permits related to the Property;
(5) Sellers interest in all third party warranties or guaranties, if transferable, relating to the Property or
any fixtures',
(6) Sellers interest in any trade names, if transferable, used in connthat s ulsed nPconnection with the
(7) all Seller's tangible personal property located on the Property
Property's operations except:
(Describe any exceptions, reservations, or resfrictions in Paragraph 12 or an addendum.)
(If the Property is a condominium, attach condominium addendum.)
3. SALES PRICE: At or before closing, Buyer will pay the following sales price for the Property.
$ 32 500
A. Cash portion payable by Buyer at closing .......... .
$
B. Sum of all financing described in Paragrap
..........
C. Sales price (sum of 3A and 3B) .... - Page ~ or 13
and Seller _ . -
(TAR-1801) 10-18-OS Initialed for Identification by Boyer _. _-
Ccr~mercial Contract -Improved property concerning
4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3B as follows.
This
® A. Third Partv Financing: One or more third party loans in the total amount of ~
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
COnt(act Financing Addendum. The City is requesting monies from the Port Arthur
Por Positive Action~of $25,000.
^ B. Assumption: In accordance ~.vith the attached Commercial Contract Financing Addendum, Buyer wl
assume the existing promissory note secured by the Property, which balance at closing will be
5
^ C. Seller Financinq_ The delivery of a promissory note and deed of trust from buyer to Seller under the
terms of the attached Commercial Contract Financing Addendum in the amount of `;
S. EARNEST MONEY:
oo as earnest
A- Not later thari 3 days after the effective date, Buyer must deposit ~ 4on ----
money with
(escrow agent) at
(address). If Buyer fails to timely deposit the earnes
money, Seller may terminate this contract by providing written notice to Buyer before Buyer deposits the
earnest money and may exercise Sellers remedies under Paragraph 15.
with the escrow agent to be made
B. Buyer will deposit an additional amount of $
part of the earnest money on or before:
^ (i) days aker Buyer's right to terminate under Paragraph 7B expires, or
^ (ii)
Buyer will be in default if Euyer fails to deposit the additional amount required by this Paragraph SB
within 3 days aker Seller notif es Buyer that Buyer has not timely deposited the additional amount.
C. Buyer may instruct the escrow agent 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, SURVEY, AND UCC SEARCH:
A. Title Policy: B
(1) Seller, at sve~Ier~s expense, will furnish Buyer an Owner's Polley of Title Insurance (title dompalny)
issued by
in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the tit e
policy, subject only to'. roved b Bu er in writing; and
(a) those title exceptions permitted by this contract or as may be app Y Y
(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, conflids,lmr ovements in area and boundary
lines, or any encroachments or protrusions, or any overiapp g P
® (a) will not be amended or deleted from the title policy. ^ gu er ^ Seller.
^ (b) will be amended to read "shortages in areas" at the expense of Y
(3) Buyer may object to any restrictive covenants on the Property within the time required under
Paragraph 6D.
(4) Within days aker 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. The City will pay for the costs of obtaining Title Reports from
American Title. page 2 of 13
(TAR-1800 10-18-OS Indialed for Identification by Buyer _, -and Seller _,
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Commercial Contract -Improved Property concerning
B. Survev: Within 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 Texas Society of Professional Surveyors'
standards for a Category 1A survey under the appropriate condition.
^ (2) Seller, at Sellers expense, will furnish Buyer a survey of the Property dated after the effective date.
The survey must be made in accordance with the 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 as ongrwith a Paffidav t requeeldtb 9the title
of the Property dated
company for approval of the survey. If the survey is not acceptable to the title company, Seller, at
Seller's expense, will obtain a survey acceptable to the title company and deliver the acceptable
survey to the buyer and the title company within 15 days after Seller receives notice that the
15 da 9 f necessarytfor Sellebto del verlaln acceptable surveyswih aathe tilmee eque tided daily up to
C. UCC Search:
^ (1) Within days after the effective date, Seller, at Seller's expense, will furnish Buyer a Uniform
Commercial Code (UCC) search prepared by a reporting service and dated after the effective date.
The search must identify documents that are on file with the Texas Secretary of State and the
ae debtoh Selle Band all othlerlownted of the personal property li ntheeast 5 year Property and show,
^ (2) Buyer does not require Seller to famish a UCC search.
D. Buyers Objections to the Commitment Survev and UCC Search:
(1) Wthin~_ days after Buyer receives the commitment, copies of the documents evidencing title
exceptions, any required survey, and any required UCC search, Buyer may object to matters
disclosed in the items if: (a) the matters disclosed constitute a defect or encumbrance to title to the
real or personal property described in Paragraph 2 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). If
Paragraph 6B(1) applies, Buyer is deemed to receive the survey on the earlier of: (i) the date Buyer
actually receives the survey; or (ii) the deadline specified in Paragraph 68.
(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 6D 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 Sellers
Prior to closino rho 11 will
expense, will complete the following before closing:
remove all ersonal affects.
Page 3 of 13
(TAR-1801) 10-18-05 Initialed for Identification by Buyer _. -and Seller _,
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Ccmmercial Contract -Improved Property concerning da s after the
B. Feasibility Period: Buyer may terminatoe tdin cSeller written notice of teirmi lnation. (Check only one box.)
effective date (feasibility period) by p 9
f~ (1) If Buyer terminates undeihta i Selle awiaPetaig asl ndependent ~onsiderlabonrfor Buyer' 6 restricted
~ 1 na y p P ment of the
right to terminate. Bu er has tendered the inde endent consideration to Seller u on pay
amount specified in Paragraph 5A tonthcleosn ~ of the salehlf Inoedollaeamountdisrstat dsinothis
credited to the sales price only upo ,__ 9 :, .I,e o~rnacr money. Buyer will not have the right to
ICI II IIIIGIC WIVCi uu-+ ~+•~ - -- a$
^ (2) Not later than 3 days after the effective date, Buyer must pay Stelnderin such amount to Seller or
independent consideration for Buyers right to terminate b the earnest money will be refunded to
Seller's agent. If Buyer terminates under this Paragraph 78,
Buyer and Seller will retain the independent consideration. The independent consideration will be
credited to the sales price only upon closing of the ~aaecfentncond~ld r t o~uBuyerswi lenot havle
C. Inspections Studies or Assessments:
(1) During the feasibility period, Buyer, at Buyers expense, maP c y Pncludin calls mprovementsl and
any and all inspections, studies, or assessments of the Pro ert ( 9
fixtures) desired by Buyer.
(2) Seller, at Seller's expense, will turn on all utilities necessary for Buyer to make inspections, studies,
or assessments.
(3) 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.
(4) 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 afoti ert adamage orepersonalgi jury.
Buyer's inspections, studies, or assessments, including any p P Y
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 3n days after the effective date, Seller will deliver to
Buyer:
^ (a) a current rent roll of all leases affecting the Property certified by Seller as true and correc ;
^ (b) copies of all current leases pertaining to the Property, including any modifications, supplements,
or amendments to the leases;
^ (c) a current inventory of all personal property to be conveyed under this contract and copies o any
leases for such personal property;
(TAR-1801) 10-18-05
Initialed for Identification by Buyer
Page 4 of 13
and Seller _,
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Commercial Contract -Improved Property concerning
^ (d) 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;
^ (e) copies of all current service, maintenance, and management agreements relating to the
ownership and operation of the Property; rovider;
^ (f) copies of current utility capacity letters from the Property's water and sewer s P ~ P
^ (g) copies of all current warranties and guaranties relating to all or part of the Pro e
O (h) copies of fire, hazard, liability, and other insurance policies that currently relate to the Property;
^ (i) copies of all leasing or commission agreements that currently relate to all or part of the Property;
^ Q) a copy of the "as-built" plans and specifications and plat of the Property;
O (k) copies of all invoices for utilities and repairs incurred by Seller for the Property in the 24 months
immediately preceding the effective date;
^ (I) a copy of Sellers income and expense statement for the Property from
to
O (m) copies of all previous environmental assessments, geotechnical reports, studies, or analyses
made on or relating to the Property;
^ (n) real & personal property tax statements for the Property for the previous 2 calendar years; and
® (O} An documentation that Seller has as to th
ro ert and that she has ossession of.
(2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than
10 days after the terrninatlon date: (a) refum to Seller all those items described in Paragraph 70(1)
that Seller delivered to Buyer and all copies that Buyer made of those items; and (b) deliver copies
of all inspection and assessment reports related to the Property that Buyer completed or caused to
be completed. 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
Buyers written approval.
8. LEASES: Seller has no leases on the property and it is uninhabitable.
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 non-occupancy of the leased premises by a tenant;
(4) any advance sums paid by a tenant under any lease;
(5) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect
any lease; and
(6) 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 Certificates: Within days after the effective date, S by eaclhdtenlant th B leases space
certificates signed not earlier than
in the Property. The estoppel certificates must state.
and Seller _ . _ Page S of 13
(TAR-1801) 10-18-05 Initialed for Identification by Buyer _, - `
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Commercial Contract -Improved PropeRy concerning p el certificate
(1) that no default exists under the lease by the landlord or tenant as of the date the esto p
is signed;
(2) the amount of the scheduled rents to be paid through the end of the lease and any rental paymen s
that have been paid in advance;
(3) the amount of any security deposit;
(4) the amount of any offsets tenant is entitled against rent;
(5) the expiration date of the lease;
(6} a description of any renewal options; and
(~)
9. BROKERS:There are no brokers.
A. The brokers to this sale are:
License No.
Cooperating Broker License No. Principal Broker
E-maiP
E-mail:
Principal Broker: (Check only one box)
Cooperating Broker represents buyer. ^ represents Seller only.
^ represents Buyer only.
^ is an Intermediary between Seller and Buyer.
B. Fees: (Check only one box.)
^ (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:
Cooperating Broker a total cash fee of: Principal Broker a total cash fee of:
of the sales price.
^ % of the sales price. ^
The cash fees will be paid in County, Texas. Seller authorizes
escrow agent 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.
10. CLOSING:
A. The closing of the sale will be on or before or within 7 days after
objections made under Paragraph 6D have been cured or waived, whichever date is later {the closing
date). Page s or 1 s
and Seller _ , -
(TAR-1801) 10-18-05 Initialed for Identification by Buyer _. -
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Commercial Contract- Improved Property concerning
B. If either party fails to close by the closing date, the non-defaulting party may exercise the remedies in
Paragraph 15. ecial warranty
C. At closing, Seller will execute and deliver to Buyer, at Sellers expense, a ®general ^ sp
dcorrvey good adnd indefeals b e title to the (Property and show no exceptions othernthan those pedrmitted
under Paragraph 6 or other provisions of this contract. Seller must convey the Property:
(1) with no liens, assessments, or Uniform Commercial Code 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; ersonal
(2) a bill of sale with warranties to title conveying title, free and clear of all liens, to any p
property defined as part of the Property in Paragraph 2 or sold under this contract;
(3) an assignment of all leases to or on the Property;
(4) to the extent that the following items are assignable, an assignment to Buyer of the following items
as they relate to the Property or its operations:
(a) licenses and permits;
(b) maintenance, management, and other contracts; and
(c) warranties and guaranties;
(5) a rent roll current on the day of the closing certified by Seller as true and correct;
(6) evidence that the person executing this contract is legally capable and authorized to bind Seller;
(7) foreig nperson, a wrb'Ittenoauthori anon foe the escrowaagenlt toi (i) withhold 9romeSelle~s proceleds an
amount sufficient to comply applicable tax law; and (ii) deliver the amount to the Internal Revenue
Service together with appropriate tax forms; and
(8) contractcthe commitment,cor law necessary for thelclosing ofthetsale and thenssuagnce of he title
policy, all of which must be completed and executed by Seller as necessary.
E. At closing, Buyer will:
(1) pay the sales price in good funds acceptable to the escrow agent;
(2) deliver evidence that the person executing this contract is legally capable and authorized to bind
Buyer;
(3) sign and send to each tenant in the Property a written statement that:
(a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and
(b) specifies the exact dollar amount of the security deposit,
(4) sign an assumption of all leases then in effect; and
(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
curent 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
and teaeexcepted.ItAny possessionpby Buyeebefo~elcgloseingtor by Seller afterrclosing that is notdlauthorized
by a separate written lease agreement is alandlord-tenant at sufferance relationship between the parties.
(TAR-1801) 10-18-OS
Page 7 of 13
and Seller _ , ---
Indialed for Identification by Buyer _ , _---
Laa x mm
Produced wdh 21p FOm~Q9 Oy zip~ogh 18070 Ffleen Mile Road, Fraser, Mkhigan 48026 w.v
.........-.xfx
Commercial Contract -Improved Property concerning
12. SPECIAL PROVISIONS: (Identify exhibit if special provisions are contained in an attachment.)
(a) This sale or transfer is conditioned on the purchase by the City of Port Arthur
of any and all interest, if any of Billy Williams in the adjacent Tract 116.
(b) This sale or transfer is conditioned on the release of the SBA Deed of Trust at
no expense of or to the City.
(c) If the City purchases Lots 7, 8 and 9 from Brenda Williams, the City will pay
all closing costs and all back ad valorem taxes.
(d) This sale or transfer is conditioned on the receipt or retention by the City of
Port Arthur of Tract 128.
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}~acstatemeotsoc.ce>fifirates;
(4}~r~paf atiea-0flbe~lesdaAd--arty-bilLoLsale;
(~~e-ha4f~t-aay~~ew~ee; ,at~l4er~aus>-curea,id
(€r1~-0sts~e-resort-arty-dest~fentstsruce3dl e_ob}ec
(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 fees of any deed of trust;
(3) recording fees for the deed and any deed of trust;
(4) premiums for flood and hazard insurance as may be required by Buyer's lender;
(5) one-half of any escrow fee; and
(6) other expenses that Buyer will pay under other provisions of this contract.
14. PROBATIONS:
A. Prorations'.
(1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be
prorated through the closing date.
(Z) 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
and Seller _, - Page 8 of 13
(TAR-1801) 10-18-05 Initialed for Identification by Buyer _, -
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Produced with ZipFortr/9 OY zipLOgix 18070 Fiflaen Mile Road, Freser, Michigan 48028 i oloa v cum
Commercial Contract -Improved Property concerning
charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate
adjustment at closing.
3. Rollback Taxes: If Seller changes the use of the Property before closing or if a denial of a special
valuation on the Property claimed by Seller results in the assessment of additional taxes, penalties, or
interest (assessments) for periods before closing, the assessments will be the obligation of 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 148 survives closing.
C. Rent and Security Deposits: At closing, Seller will tender to Buyegall ~ecaid exep nsesa advancell~ental
advance payments received by Seller for periods after closin p P Pe
payments, and other advance p ~ ments Paid by tenapnts. Reontvshpornol iitwas p oratedrtwitFlin 5 days after
the other party will be remitted b the reci tent to the arty
the rent is received. This Paragraph 14C survives closing.
15. DEFAULT:
A. If Buyer fails to comply with this contract, Buyer is in default and Seller may:
(1) terminate this contract and receive the eamest money as liquidated damages, thereby releasing the
parties from this contract; or
(2) enforce specific performance, or seek other relief as may be provided by law, or both.
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 un er
Paragraph 7B(1), as the 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 un er
Paragraph 7B(1}, as liquidated damages, thereby releasing the parties from this contract; or
(2) enforce specific performance, or seek such other relief as may be provided by law, or both.
16. CASUALTY LOSS AND CONDEMNATION:
A. If any part of the Property is damaged or destroyed by fire or other casualty after the effective date,
Seller must restore the Property to its previous condition as soon as reasonably possible and not later
than the closing date. If, without fault, Seller is unable to do so, Buyer may:
(1) terminate this contract and the earnest money, less any independent consideration under Paragraph
7B(1), will be refunded to Buyer;
(2) extend the time for performance up to 15 days and closing will be extended as necessary; or
(3) accept at closing: (i) the Property in its damaged condition; (ii) an assignment of any insurance
proceeds Seller is entitled to receive along with the insurer's consent to the assignment; and (iii) a
credit to the sales price in the amount of any unpaid deductible under the policy for the loss.
B. If before closing, condemnation proceedings are commenced against any part of the Property, Buyer
may:
(1) terminate this contract by providing written notice to Seller within 15 days after Buyer is advised o
the condemnation proceedings and the earnest money, less any independent consideration under
Paragraph 7B(1), will be refunded to Buyer, or
(2) to:p(a}rSel erdand hehsales peke w~nber~educed by theasamewamounlt; or (b)yBuyerl antd he slaleg
price will not be reduced.
and Seller _ , - Page 9 of 13
(TAR-1801) 10-18-OS Initialed for Identification by Buyer _, -
Produced vwlh ZipFOrm9 Cy zipLogic 18070 Fdleen Mile Road, Fraser, Michigan 45026 v~+~ oleo c°f^
Commercial Contract -Improved Property concerning
1T. ATTORNEY'S FEES: If Buyer, Seller, any broker, or any escrow agent 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 eamest money will be applied first to any cash down payment, then to Buyer's closing
costs, and any excess will be refunded to Buyer.
B. If both parties make written demand for the earnest money, escrow agent may require payment of
unpaid expenses incurred on behalf of the parties and a written release of liability of escrow agent from
all parties.
C. If one party makes written demand for the earnest money, escrow agent will give notice of the demand
by providing to the other party a copy of the demand. If escrow agent does not receive written objection
to the demand from the other party within 15 days after the date escroma9nntdemande educed by the
other party, escrow agent may disburse the earnest money to the party 9
amount of unpaid expenses incurred on behalf of the party receiving the eamest money and escrow
agent may pay the same to the creditors.
D. Escrow agent will deduct any independent consideration under Paragraph 78(1) before disbursing any
eamest money to Buyer and will pay the independent consideration to Seller.
E. If escrow agent complies with this Paragraph 18, each party hereby releases escrow agent from all
claims related to the disbursal of the earnest money.
F. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to
escrow agent are effective upon receipt by escrov/ agent.
19. MATER1Al. 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 Property
COnditlOn Statement. Lots ~, 8 and 9 are uninhabitable. The property was damaged by
Hurricane Ike. The house has been demolished and removed. Only the garage remains, which is
fgl B Except as otherwise provided in this contract, Seller is not aware Of: dilapidated.
(1) any subsurface: structures, pits, waste, springs, or improvements;
(2) any pending or threatened litigation, condemnation, or assessment affpect~g the Property;
(3) any environmental hazards or conditions that materially affect the Pro e
(4) 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 tanks or containers;
(S) 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 threatened or endangered species or their habitat on the Property;
(8) any present or past infestation of wood-destroying insects in the Property's improvements;
(9) any contemplated material changes to the Property or surrounding area that would materially and
detrimentally affect the ordinary use of the Property;
(10) any material physical defects in the improvements on the Property; or
(11) any condition on the Property that violates any law or ordinance.
(Describe any exceptions to (1)-(11) in Paragraph 12 or an addendum.)
(TAR-1801) 10-18-OS
Page 10 of 13
and Seller_,-
Initialed for Identification by Buyer _,
Pmdoced with 21pFOm,D by ziplogix 18076 Ffteen Mile Road, Fraser, Michigan 48026 www p~ ~z wm
....----..zfx
Commercial Contract -Improved Property concerning
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 lortfloodr controlsfaclifes and sellrvces~Chapter 49(ilTexasiWadterirCode~reglu9esaSelleetedeliverand
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 author'selo ated nta
provide water or sewer service to the properties in the certificated area. If your property before ou can
certificated area there may be special costs or charges that you will be required to pay Y
necessary to provideewater loe sewereservice to your propertye You aresardvisedeto determinecif the
property is in a certificated area and contact the utility service provider to determine the cost that you
prooperty The dunderslgned pur casedr hereby acknowledgesdre~eiptvof the foeego ng not ce at ortbefore
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.
D state, §33.135, Te~las NaturaleResources Code requires atnot ce rlegardingccoastal aeea property totbe
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 intthe e tPa-~territonal ju~sdiction (ETJ) orf aomun c paliryaarnd ma ynoweor latey be subject to anlnexa ion
by the municipality. Each municipality maintains a map that depe~tshould contdact all m u iapalities
determine if the Property is located within a municipality's ETJ, Buy
located in the general proximity of the Property for further information.
G. If apartments or other residential units are on the Property and the units were built before 1978, federal
law requires alead-based paint and hazard disclosure statement to be made part of this contract.
H. Section 1958.154, Occupations Code requires Seller to provide Buyer a copy of any mold remediation
certificate issued for the Property during the 5 years preceding the date the Seller sells the Property.
I assessments,oo ~inslpecdtions to detennipe complPancle with zoning, govlemme9tal regulations~or lawsl-
Buyer should seek experts to perform such services. Selection of experts, inspectors, and repairmen is
the responsibility of Buyer and not the brokers.
26 he P op rty. UnleOss the o her party alccepts the offer by 5 00 p mf sti P the t meszione n which the Propertyels
located, on the offer will lapse and become null and void.
Page 12 of 13
and Seller ._ , ---
(TAR-1801) 10-18-05 Initialed for Identification by Buyer _. -
_.-_-_-.zfx
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Produced with LpFom~ by zipLogix 18070 FHeen Mile Road, Fraser, Michigan 48028
Commercial Contract -Improved Property concerning
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.
Buyer:
By:
Seller:
By:
Printed Name: City of Port Arrhur Printed Name: Brenda wiliiams
Title: Title:
Buyer: Seller:
By: By:
Printed Name: Printed Name:
Title: Title:
AGREEMENT BETWEEN BROKERS
Principal Broker agrees to pay (Cooperating Broker) a
fee of $ or % of the sales price when the Principal Broker's fee is
received. Escrow agent 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.
Cooperating Broker
By.
Principal Broker
ey
ATTORNEYS
Buyer's attorney is:
Name:
Address:
Phone 8 Fax:
E-mail:
Buyer's attorney requests copies of documents,
notices, and other information:
^ the title company sends to Buyer.
^ Seller sends to Buyer.
Seller's attorney Is:
Name:
Address:
Phone & Fax:
E-mail:
Sellers attorney requests copies of documents,
notices, and other information:
^ the title company sends to Seller.
^ Buyer sends to Seller.
ESCROW RECEIPT
Escrow agent acknowledges receipt of:
^ A. the contract on this day
^ B. earnest money in the amount of $
on
Escrow Agent:
By:
(effective date);
in the form of
Address:
Phone 8
E-mail _
Page 13 of 13
(TAR-1801) 10-18-05