HomeMy WebLinkAbout(02) 13156: LAGRONE AGMT Memorandum
City of Port Arthur, Texas
Finance Department
To: Steve Fitzgibbons, City Manag~L~.tx
From: Rebecca Underhill, Director of~
Date: May 25, 2005
Subject: Proposed Resolution 13156
Presented for City Council consideration and approval is PR 13156 which authorizes the purchase of four
acres of land in relation to the retail complex proposed for Highway 69 and Jimmy Johnson Blvd. The
purchase will close no later than December 31, 2005 at a purchase price of $2 million. The provision of
the purchase will allow the developer a right of first refusal to purchase the land from the City at a later
date, as the land is needed for the development.
Funding for this agreement will be provided in Proposed Ordinance 5529.
The City Attorney and Mr. Baker, the attorney for LaGrone Services are still reviewing the proposed
purchase agreement. Therefore, there will probably be recommended changes therein to be noted in an
Exhibit "B". There will also be an executive discussion as to discuss the value of said property, the
feasibility period, right of first refusal and other terms.
P. R. NO. 13156
RU: 05/25/05
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE EXECUTION OF AN
AGREEMENT WITH LAGRONE SERVICES, LTD FOR
TIlE PURCHASE OF FOUR (4) ACRES OF LAND
ADJACENT TO MEDICAL CENTER BOULEVARD
WHEREAS, the City Council desires to purchase property in conjunction with the retail
development proposed at Highway 69 and Jimmy Johnson Boulevard, as recommended by the City
Manager.
NOW THEREFORE BE IT RESOLVED BY TIlE CITY COUNCIL OF THE CITY OF
PORT ARTHUR:
Section 1. That the facts and opinions in the preamble are tree and correct.
Section 2. That the City Council authorizes the City Manager to execute a purchase agreement, in
substantially the same form as delineated in "Exhibit A", as it pertains to four (4) acres of land adjacent to
Medical Center Boulevard, with the closing of the sale to take place before December 31, 2005, with the
changes as noted in "Exhibit B."
Section 3. That the purchase price for the property will be $2 million.
READ, ADOPTED, AND APPROVED, this __ day of June, AD, at a Special Meeting of the
City Council of the City of Port Arthur, Texas by the following vote:
AYES: Mayor:
Councilmembers:
NOES:
Mayor
ATTEST:
APPROVED AS TO FORM:
Mark Sokolow, City Attomey
APPROVED FOR ADMiNISTRATION:
Steve Fitzgibbons, City Manager
Rebecca Underhill, Finance Director
Z:~Finance~Reso lutions~PR 13156 - Lagrone Land.doc
EXHIBIT "A"
?13 9?5 0295
OCT 4 ~0~ ~3:0~ FROM:ALLOAY SERUICES 71~ 975 0~95 T0:140998~81~4 P:l-i4
8705 KATY F~EEWAY, SUITE 4Om
HOUSTON, TEXAS 77024
(7~3] 975~292
FAX (7~5) 975-0295
May 27, 2005
FAXNO. (409'~ 983-8124
Mark Sokolow, City Attorney
City of Port Arthur, Texas
Dear Mr Sokolow:
As I would llke to leave early today, please review this contract and call me as soon as
possible,
ONB/nh
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TEXAS ASSOCIATION OF R~ALTOR3~
COMMERCIAL CONTRACT - UNIMPROVED PROPERTY
1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees
to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are~
Seller: PA69 L.P.
Address: 870~ Katy Free,way - #401, Hou~[~n~ Texas 7762'4 '"
Phone: /71~j .9~5-0292 Fax: (713)~75-0295
Buyer: CITY OF PO, AT ARTHUE~ TEXA$~ o~il~s Assigns Alta,~ Mark Sokolow, C,,i.ty Attorney
Address',
Phone:~(~4Og) qR':~-g]~A Fax: ~l;n_q'l
2. PROPERTY.'
A. "Property" means that real property situated in Jeff~r~cm County, Texas
at ~orthwest Corner oF the 42 Acre tract described on attached F~<hlh;~- A. (address)
and that is legally described on the attached Exhibit ...... or as follows:
4 ACRES OUT OF THE APPROXIMATE ~2 ACRE TRACT DESCRIBED ON EXHIBIT "An HERETO.
B. Setler will sell and convey the Property together with:
(1) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and
interest in any minerals, utilities, adjacent streets, alleys, strips, goreS, and rights-of-way;
(2)Seller's interest fn all leases, rents, and security deposits for all or part of the Property; and
(3)Seller's interest in all licenses and permits related to the Property.
(Describe any exceptions, reservations, or restnCtions in Paragraph 11 or an addendum.)
3. SALES PRICE:
A At or before closing, Buyer will pay the following sales price for the Property:
(1) Cash portion payable by Buyer at closing ....... ' ...................... $ 2: r~oo: fl~a aa
(2) Sum of all financing described in Paragraph 4 ........................ $ 0
(3) Sales price (sum of 3A(1) and 3A(2)) ............................... $ 2 moo _eeo .ca
(TAR.1802) 2-6-02 Initialed for Identification by Buyer i Seller , __ Page I of 13
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Corn*no.iai Contract - Unimproved Properly Concerning
A(;Jl~tmCnt to Sales Price: (Check (1) or(2) only.)
(1) The sales price will not be adjusted based on a survey.
(2) The sales price will be adjusted based on the latest survey obtained under Paragraph 6B. (a) The sates price is calculated on the basis of ~ per:
~ (I) square foot of ~ total area r~ net area.
O (ii) acre of r3 total area [~ net area.
(b) "Total area" means all land area within the perimeter boundaries of the Property. "Net area"
means total area less any area of the Property within:
r~ ti) public roadways;
~ (ii) rights-of-way and easements ether than those that direclly provide utility services to the
Property; and
~ (iii)
(c) If the sales price is adjusted by more than % of the stated sales price, either party may
terminate this COntract by prOviding written notice to the other party within days after the
terminating party receives the survey If neither party terminates this contract or if the variance
is less than the stated percentage, the adjustment to the sales price will be made to the cash
portion of the sales price payable by Buyer.
4. FINANCING: Buyer will finance the portion of the sales pdce under Paragraph 3B as follows:
O A, _T_bi[d Partv Financincl: One or more third party cans n the tote amount of $. This
contract:
~ (1) is not contingent upon Buyer obtaining third party financing.
r'l (2) is contingent upon Buyer obtaining third party financing in accordance with the attached
Financing Addendum.
L-J B. Assumptio,n: In accordance with the attached Financing Addendum, Buyer will assume the existing
promissory note secured by the Property, which balance at closing wil~ be $
~ C. Seller Financinq: The delivery of a promissory note and deed of trust from Buyer to Seller under the
terms of the attached Financing Addendum in the amount of $
5. EARNEST MONEY:
A. Not later than 3 days after the effective date, Buyer must deposit $ ~ .nnn nn as earnest money
with Am~.rJPoln~ Title Comoanv (Att:n:' Laura
(title company and escrow agent) at ~J Z ,C_a~EoJ [ne. Houst6n. Texas 77002
(title company's address), Buyer will deposit additional earnest money of $
on or before: ~ ti) the th day after Buyer's right to terminate under Paragraph 7B(3) expires; or
~ (ii) ...... · The title company is the escrow
agent under this contract.
B, If Buyer fails to timely deposit the earnest money, Seller may terminate this contract by providing
written notice to Buyer before Buyer deposits the earnest money and may exercise Seller's remedies
under Paragraph 15.
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.
(TAR-1802) 2-6-02 Initialed for Identification by Buyer , ~ teller Page 2 of 13
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Comrnerclel Contract · Unimproved Property Concerning
6, TITLE POI. ICY AND SURVEY:
A. Title Pqlicy:
(1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy)
issued by the title company in the amount of the sales price, dated at or after closing, insuring
Buyer against loss under the title policy, subject only to:
(a) those tit~e exceptions permitted by this contract or as may be approved by Buyer in writing; and
(b) the standard printed exceptions contained in the promulgated form of title policy unless this
contract provides otherwise.
(2) The standard printed exception aa to discrepancies, conflicts, or shortages in area and boundary
lines, or any encroachments or protrusions, or any overlapping improvements:
~ (a) will not be amended or deleted from the title policy.
[~ (b) will be amended to read "shortages in areas" at the expense of r~ Buyer ~ Seller,
(3) I~uyer may object to any restrictive covenants on the Property within the time required under
Paragraph 6C.
(4) Within }0 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 re~ated documents to Buyer at
Buyer's address,
B. Survey:
(1) Within ~0 days after the effective date:
Fa (a) Buyer will obtain a survey of the Propert3/at Buyer's expense and deliver a copy of the survey to
Seller.
[3 (b) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective
date.
Q (c) Seller will deliver a true and correct copy of Seller's existing survey of the Property dated
.... · Seller, at Seller's expense;
Q (i) will have the existin9 survey recertified on a date not earlier than
~3 (ii) will not have the existing survey recertified. Seller ['3 will FI will not deliver to the title
company an affidavit required by the title company for approval of the survey that states that
Seller knows of no changes or alterations to the Property as depicted on the survey.
(2) The survey required under Paragraph 6B(1) must be made by a Registered Professional Land
Su~eyor acceptable to the title company. The survey must:
(a) identify the Property by metes and bounds or plal~ed lot description;
(b) show that the survey was made and staked on the ground with corners permanently marked;
(c) set forth the dimensions and total area of the Property:
(d) show the location of all improvements, highways, streets, roads, railroads, rivers, creeks or
other waterways, fences, easements, and rights-of-way on the Property with all easements and
rights-of-way referenced to their recording information;
(e) show any discrepancies or conflicts in boundaries, any visibte encroachments, and any portion
of the Property lying in a special flood hazard area (an "A" or "V zone as shown on the current
Federal Emergency Management Agency (FEMA) flood insurance rate map); and
(f) contain the surveyor's certificate that the survey is true and correct,
0'AR-1802) 2-6-02 Initialed for Identification by Buyer _ -- Seller , Page 3 of 13
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Commercial Contract - Unimproved Property Concerning
C. B,u,y. er's Objections to_the Commitment and Survey:
(1) Within i 5 dt~s after Buyer receives the commitment, copies of the documents evidencing the
title exceptions, and any required survey. Buyer may object in writing to matters disclosed in the
items if:
(a) the matters disclosed constitute a defect or encumbrance to title other then 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);
(2) Seller may. but is not obligated to, cure Buyer's timely objections within 20 days after Seller
receives the objections, The closing date wilt be extended as necessary 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 whict3 Seller must cure the
objections. If Buyer terminates, the earnest money, less any independent consideration under
Paragraph 7B(3)(a), will be refunded to Buyer.
(3) Buyer's failure to timely object or terminate under this Paragraph 6C is a waiver of Buyer's right to
object except that Buyer will not waive the requirements in Schedule C of the commitment.
7. PROPERTY CONDITION:
[3 A, Present_Condition: (Chock (1) or (2) only.)
r3 (1) Buyer accepts the Property in its present ~as-is" condition.
Gl (2) Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will
complete the following before closing: Buyer~f;.o__r_ece i va the eroDertv after i ~- ha~ h~,,-n
cleared~ cj~rubbed and compacted, The level oF ~u~h property to be not le~ than
4 feet above sea level,
Information: Within __ days after the effective date, Seller will deliver to
following items to the extent that the items are in Seller's possession or are readily
let, Any item not delivered is deemed not to be in Seller's possession or readily
available to items Seller will deliver are:
(a) 3les of all to the Property, including any modifications, supplements,
(b) copies of all notes and against the Property that Buyer will assume or that Seller
will not pay in f~JII on or before closir
(c) copies of all previous studies, or analyses mad~ on or relating to
the Property:
(d) property tax statements for the Property for the [ years;
(e) plats of the Property;
(f) copies of current utility capacity Jotters from the Property's sewer service provider;
and
(g)
(TAR*~ 802) 2.S.02 Initialed for Identification by Buyer __, Seller i -- Page 4 of 13
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Commercial Contrt~ct. Unimproved Property Concerning
Ia) Within days after the effective date, Buyer, at Buyer's expense, may complete or cause
to be completed inspections, studies, or assessments of the Property. Inspections, studies, or
assessments may include, but are not limited to:
physical property inspections;
economic feasibility studies;
~vironmental assessments; and
ineering studies.
(b)
(i) dy trained and qualified inspectors and assessors;
(ii) in advance, of when the inspectors or assessors will be on the Property;
(iii) abide reasonable entry rules or requirements that Seller may require;
(iv) not interfere existing operations or occupants of the Property; and
(v) restore the arty to its original condition if altered due to inspections, studies, or
asse uyer completes or causes to be completed.
(c) Except for those hat arise from the negligence of Seller or Seller's agents, Buyer is
responsible for any ~bility, encumbrance, cause of action, and expense resulting from
Buyer's inspections, studies - assessments, including any p~operty damage or personal injury.
Buyer will indemnify, hold less, and defend Seller and Seller's agents against any claim
involving a matter for which Bu responsible under this paragraph. This paragraph survives
termination of this contract.
(3) ,Feasibility Period and Riql Buyer may terminate this contract for any reason within
days after the effective date Seller with written notice of termination. If
Buyer does not terminate within the time rac Buyer accepts the Property in its present "as Is"
condition with any repairs Seller is obli( complete under this contract. (Check only one
bOX).
~ (a) If Buyer terminates under this Paragraph earnest money will be refunded to Buyer
less $ that Seller will retain as ideration for Buyer's right to
terminate. Buyer has tendered the independent ~ration to Seller upon payment of the full
amount specified in Paragraph 5 to the escrow agent. ~e independent consideration is to be
credited to the sales pdce only upon closing of the sale.
El (b) Buyer has paid Seller $ as for Buyer's right to
terminate by tendering such amount directly to Seller or agent. If Buyer terminates
under this Paragraph 7B(3), the earnest money will be Buyer and Seller will retain
the independent consideration, The independent consideration E3 will not be credited
to the sales price upon closing of the sale.
(4) Return of ProPerty Information: If this contract terminates for any reason, ~r wiII, not later than
10 days after the termination date: (i) return to Seller all those items Paragraph 7B(1)
that Seller delivered to Buyer and all copies that Buyer made of those items ~ deliver copies
of all inspection and assessment reports (excluding economic feasibility related to the
Property that Buyer completed or caused to be completed. This Paragraph survives
termination of this contract.
(5) Contracts. A. ffectin, g O_p_erations: After Buyer's right to terminate under 7B(31 not
Buyer's prior written approval.
(TAR-1802) 2-6.02 Initialed for Identification by Buyer , __ Sailer Page 5 of 13
0~:T-4-2088 13:04 FROH:RLLDRY SERLI;CES 713 975 0295
Commercial Contract · Unimproved Property Concerning
e. BROKERS: Each party represents to the other that they hays not used the services of
a broker in this transaction,
le are:
Address Address
Phono Fax Phone Fax
Cooperating Broker r( ;nts buyer. Principal Broker: (Check only one box.)
121 represents Seller oniy.
E3 represents Buyer only
[~ is an intermediary between Seller and Buyer.
8, Fees; (Check only one box.)
r-I (1) Seller will pay Principal Broker the fee by separate written commission agreement
between Principal Broker and Seller. Princ pay Cooperating Broker the fee specified
in the Agreement Between signatures to this contract.
r3 (2) At the closing of this sale, Seller will pay:
Cooperating Broker a total cash fee of: Princi~ total cash fee of:
O % of the sales price, r~ .... % of ales price.
0 .
The cash fees will be paid in Count, 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
with a lien against the Property.
C. The parties may not amend this Paragraph 8 without the written consent of the brokers affected
9. CLOSING:
A. The closing of the sale will be on or before December 1~ 2005
or within 7
obiections to title have been c~red, whichever date is later {th~ Closing date). If either party fails to
close by the closing date, the non-defaulting party may exercise the remedies in Paragraph 15,
B. At closing, Seller will execute and deliver, at Seller's expense, a ~ general ~1 special warranty
deed, The deed must include a vendor's lien if any par~ of the sales price is financed. The deed must
convey good and indefeasible title to the Property and show no exceptions other than those permiEed
under Paragraph 6 or other provisions of this contract. Seller must convey the Property at closing:
(1) with no liens, assessments, or other security interests against the Property which will not be
satisfied out of the sales price unless securing loans Buyer assumes;
(2) without any assumed loans in default; and
(3) with no persons in possession of any part of the Properly as lessees, tenants at sufferance, or
trespassers except tenants under the written leases assigned to Buyer under this contract.
(TAR.1802) 2.6.02 Initialed for Identification by Buyer , __ Seller Page 6 of 13
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Commercial Contract - Unimp¢oved Property Concerning
C, At closing, Seller, at Seller's expense, will also deliver:
(1) tax statements ShOwing no delinquent taxes on the Property;
(2) an assignment of all leases to or on the Property;
(3) to the extent assignable, an assignment to Buyer of any licenses and permits related to lhe
Property;
(4) evidence that the person executing this contract is legally capable and authorized to bind Seller;
and
(5) any notices, statements, certificates, affidavits, releases, and other documents required by this
contract, the commitment, or law necessary for the closing of the sale and issuance of the title
policy, all of which must be completed by Seller as necessary.
D. At closing, Buyerwill:
(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; and
(3) execute and deriver any notices, statements, certificates, or other documents required by this
contract or law necessary to close the sale.
E, 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.
10. 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, Until closing, Seller will operate the Property in the same manner as on the
effective date. ,Any possession by Buyer before closing or by Seller after closing that is not authorized by a
separate written lease agreement is a landlord-tenant at sufferance relationship between the parties.
11. SPECIAL PROVISIONS: (Idenlify exhibit if special provisions are contained in an attachment,)
A. Prior to closing, Buyer and Seller agree to enter into a mutually acceptable
Reciprocal Easement Agreement which will give each party reciprocal rights with
respect to ~;he utility easements and ingress and egress to the property being sold
as well as the property being retained by Seller.
B. Buyer and Seller agree to enter into an Option Agreement wherein Seller will have
the right;, within a period of 24 months from the date Seller conveys the property
to Buyer, to re-purchase the property from Buyer for cash at the same price Buyer
is paying Seller under this Contract. The title to the property will be conveyed
to Seller without any additional encumbrances other than those anticipated under
thls Contract.
C. This Agreement is enteFed into pursuant to City of Port ArthuF, Texas City Council
Resolution to purchase the premises (4 acres).
12. SALES EXPENSES;
A. Seller's Expesses: Seller will pay for the following at or before closing:
(1) releases of existing liens, other than those liens.assumed by Buyer, including prepayment penalties
and recording fees;
(2) release of Seller's loan liability, if applicable;
(3) tax statements or certificates;
(4) preparation of the deed;
('5) one-half of any escrow fee;
(6) costs to record any documents to cure title objections that Seller must cure; and
(7) other expenses that Seller will pay under other provisions of this contract.
(TAR-1802) 2-6-02 Inilialeo for 10entntcation by euyer , __ Seflor , m Page 7 of 13
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Commercial Cont,'ecl. t. Jnlmproveg Property Concomin~7
B. Buver:s.Expenses: Buyer will pay for the following at or before closing:
(1) all loan expenses (for example, application fees, origination fees, discount fees buy-down fees,
commitment fees, appraisal fees, assumption fees, recording fees, tax service fees, mortgagee title
policy expenses, credit report fees, document preparation fees, interest expense that Buyer's lender
requires Buyer to pay at closing, loan related inspection fees, amortization schedule fees, courier
fees, underwriting fees, wire transfer fees, and other fees required by Buyer's lender);
(2) preparation of any deed of trust;
(3) recording fees for the deed and any deed of trust;
(4) premiums for flood insurance as may be required by Buyer's lender;
(5) one-half of any escrow fee;
(6) copy and delivery fees for delivery of the title commitment and related documents; and
(7) other expenses that Buyer will pay under other provisions of this contract.
13. PRORATIONS, ROLLI3ACK TAXES, RENT, AND DEPOSITS;
A. Pro~ations:
(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 13A(2) survives closing.
(3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all
reserve deposits held by the lender for the payment of taxes, insurance premiums, and other
charges to Buyer at closing and Buyer wi;I reimburse such amounts to Seller by an appropriate
adjustment at closing.
B, .~o~![~aCk 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 the Seller.
If this sale or Buyer's use of the Property after closing results in additional assessments for periods
before closing, the assessments will be the obligation of Buyer. This Paragraph 13B survives closing.
C, Rent_and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the
following advance payments received by Seller for periods after closing: prepaid expenses, advance
rental payments, and other advance payments paid by tenants. Rents prorated to one party but
received by the other party will be remitted by the recipient to the party to whom it was prorated within 5
days after the rent is received. This Paragraph 13C survives closing.
14, CONDEMNATION: If before closing, condemnation proceedings are commenced against any part of the
Property, Buyer may:
A. terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the
condemnation proceedings and the earnest money, less any independent consideration paid under
Paragraph 7B(3)(a), will be refunded to Buyer; or
B. appear and defend in the condemnation proceedings and any award will, at Buyer's election, belong to: (1) Seller and the sales price will be reduced by the'same amount; or
(2) Buyer and the sales price will not be reduced.
(TAR-1802) 2-6.02 Initialed for Iclentific. afion by Buye~ Seller , Page 8 of 1 ~
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Commercial Cont~'ect - Unimproved Property Concemlng
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 earnest money as liquidated damages, thereby releasing the
pa~ties from this COntract; or
(2) enforce specific performance, or seek other relief as may be provided by law, or both.
B. If, without fault, Sailer is unable within the time al]owed to deliver the commitment, Buyer may:
(1) terminate this contract and receive the earnest money, less any independent consideration under
Paragraph 7B(3)(a), 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 under
Paragraph 7B(3)(a), 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. 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 a~torney's fees. This
Paragraph 16 survives termination of this contract.
17, ESCROW:
A, At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing
costs, and any excess will be refunded to Buyer,
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 0emand from the other party within 30 days after the date escrow agent sent the demand to the
other pa~'y, 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 earnest money and escrow
agent may pay the same to the creditors.
D. Escrow agent will deduct any independent consideration under Paragraph 7B(3)(a~ before disbursing
any earnest money to Buyer and will pay the independent consideration to Seller.
E, If escrow agent complies with th{s Paragraph 17, each party hereby releases escrow agent from
c!aims related to the disbursal of the earnest money~
F. Notices under this Paragraph 17 must be sent by certified mail, return receipt requested. Notices to
escrow agent are effective upon receipt by escrow agent.
18, MATERIAL FACTS:
A. To the best of Seller's knowledge and belief: (Check ('1) or (2) only.)
(TAR.1802) 2-6-02 Initialed for Identification by Buyer , Seller Page 9 of t 3
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(1) .Seller is not aware of any material defects to the Property except as stated in the attached Property
Condition Statement.
(2) Seller is not aware of any of the following, except as described otherwise in this contract:
(a) any subsurface; structures, pits, waste, springs, or improvements;
(b) any pending or threatened litigation, condemnation, or assessment affecting the Property;
(C) any environmental hazards or conditions that affect the Property:
(d) whether the Property is or has ever been used for the storage or disposal of hazardous
materials or toxic waste, a dump site or landfill, or any underground tanks or containerS;
(e) whether radon, asbestos insulation or fireproofing, 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;
(f) whether wetlands, as defined by federal or state law or regulation, are on the Property; and
(g) whether threatened or endangered species or their habitat are on the Property.
(Describe any exceptions to (a)-(g) in Paragraph f I or an addendum.)
B, EaCh written lease Seller is to furnish to Buyer under this contract must be in full force and effect
according to its terms without amendment or modification that is not disclosed to Buyer in writing.
Seller must disclose, in writing, to Buyer if any of the following exist at the time Seller provides the
leases to Buyer or subsequently occur before closing:
(1) any modifications, amendments, or default by lancJlord or tenant under the teases;
(2) any failure by Seller to comply with Seller's obligations under the leases;
(3) any circumstances under the lease that entitle the tenant to terminate the lease or seek any offsets
or damages;
(4) any non-occupancy of the leased premises by a tenant;
(5) any advance sums paid by a tenant under the lease;
(6) any concessions, bonuses, free rents, rebates, brokerage commissiOnS, or other matters that affect
any tease; and
(7) 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.
19. NOTICES: All notices between the parties under this contract must be in writing and are effective when
hand-deliverad, mailed by certified mail return receipt requested, or sent by facsimile transmission to the
parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices
tO the broker representing the party to whom the notices are sent.
20. FEDERAL TAX REQUIREMENT: If Seller is a "foreign person" as defined by applicable law, or if Seller
fails to deliver at closing an affidavit that Seller is not a foreign person, then Buyer will withhold from the
sales proceeds at closing any amount sufficient to comply with applicable tax law and deliver the amount
wlthheld to the Intarnal Revenue Service (IRS), together with appropriate tax forms. IRS regulations
require filing written reports if currency in excess of specified amounts is received in the transaction.
21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute
related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties witl
submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of
a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does
not preclude a party from seeking equitable relief from a court of competent jurisdiction.
22. AGREEMENT OF THE PARTIES:
A. This contract is binding on the parties, their heirs, executors, representatives, succesSOrs, and
permitted assigns.
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Commercial Contract · Unimproved Pn~perty ConCerning
$, This contract is to be construed in accordance with tine laws of the State of Texas.
C. This contract contains the entire agreement .of the parties and may not be changed except in wriiting.
D. If this contract is executed in a number of identical counterparts, each counterpart is an original and all
counterparts, collectively, constitute one agreementl
E. Buyer ~1 may E! may not assign this contract. If Buyer assigns this contract, Buyer will be relieved
of any futura liability under this contract only if the assignee assumes, in writing, all obligations and
liabillty of Buyer under this contract.
F. Addenda which are part of this contract are: (Check all that apply.)
~ (1) Property Description Exl~ibit identified in Paragraph 2;
El (2) Financing Addendum:
r~ (3) Commercial Property Condition Statement;
El (4) Notice to Purchaser of Real Property in a Water District (MUD);
El (5) Addendum for Coastal Area Property;
O (6) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway;
~ (7) Addendum for Unimproved Property in a Certificated Service Area of a Utility Service Provider; and
~Note~ Counsel for the Te~e$ A~$oc~t~on of REALTORS® (TAR) has determined that aey of the foregoing eddendurn which
ere promulgated by toe Texas Real Estate Commission (TREC) or published by TAR are appropnate for use with this form,)
23. TIME; Time is of the essence in this contract, The parties require strict compliance with the times for
performance. If the last day to perform under a provision of this contract fails on a Saturday, Sunday, or
legal holiday, the time for performance is extended until the end of the next day which is not a Saturday,
Sunday, or legal holiday.
24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of ali obligations is
the date the escrow agent receipts this contract after all parties execute this contract.
25. ADDITIONAl. NOTICES:
A, Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or
Buyer should be furnished with or obtain a title policy.
B, If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage,
or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and
Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the
district before final execution of this contract.
C. If the Property is not located within a municipality's limits or a municipal utility district (MUD) and is
located in a certificated service area of a utility service provider (a utility, a water supply or sewer
service corporation, or a special utility district organized and operating under Chapter 65, Water Code).
§13.257, Water Code requires Seller to deliver a notice regarding the utility service provider to Buyer.
D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the
state, §33.135 of the Texas Natural Resources Code requires a notice regarding coastal area property
to be included as part of this contract.
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Comrnerolal 0ontrSct - Unimproved Prooedy Concerning
If the Property is located seaward of the (~ulf Intracoastal Waterway. §61.025. Texas Natural
Resources Code, requires a notice regarding the seaward location of the Property to be included as
pert 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 (ET J) of a municipality and may now or later be subject to annexation
by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To
determine if the Property is located within a municipality's ET J, Buyer should contact all municipalities
located in the general prOximity of the Property for further information.
G, Brokers are not qualified to pedorm property inspections, surveys, engineering studies, environmental
assessments, or inspections to determine compliance with zoning, governmental regulations, or laws,
Buyer should seek experts to perform such services, Selection of 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 ~ _ , the offer will lapse and become null and void.
READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or
recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or
transaction. CONSULT your attorney BEFORE signing.
Buyer's Seller's
Attorney is Attorney is ,,
Buyer: Seller:
By: By: ......
Printed Name;
Printed Name:
Title:
Title; ....
Buyer: Seller: _ ..
By:_ By: .
Printed Name: Printed Name: .....
Title: Title: .....
("f'AR-1802) 2.e.02 Page 12 of 13
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EXHIBIT "B"
WILL BE DISCUSSED AND FORMULATED AT THE COUNCIL MEETING