Ordinance No. 14,088ORDINANCE NO. 14,088
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING THE CONDITIONAL SETTLEMENT AGREEMENT AND
MUTUAL RELEASE CONCERNING TD REO FUND LLC V. CITY OF BAYTOWN;
CAUSE NO. 2016-06852, IN THE 80TH JUDICIAL DISTRICT COURT, HARRIS
COUNTY, TEXAS; AUTHORIZING AN EARNEST MONEY CONTRACT WITH TD
REO FUND LLC, FOR THE PURCHASE OF THE OLD SAN JACINTO HOSPITAL
PROPERTY LOCATED AT 1105 DECKER DRIVE, BAYTOWN, HARRIS COUNTY,
TEXAS; AUTHORIZING PAYMENT THEREFOR IN AN AMOUNT OF ONE
MILLION TWO HUNDRED FORTY-EIGHT THOUSAND ONE HUNDRED
SEVENTEEN AND 10.1100 DOLLARS ($1,248,117.10); MAKING OTHER
PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE
DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to the Conditional Settlement Agreement
and Mutual Release concerning TD REO Fund LLC v. City of Baytown; Cause No. 2016-06852, in the
80th Judicial District Court, Harris County, Texas. Said agreement is attached hereto as Exhibit "A" and
incorporated herein for all intents and purposes.
Section 2: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to the earnest money contract with TD
REO Fund LLC, for the purchase of the old San Jacinto Hospital property located at 1105 Decker Drive,
Baytown, Harris County, Texas. Said contract is attached hereto as Exhibit "B" and incorporated herein
for all intents and purposes.
Section 3: That the City Council of the City of Baytown authorizes payment of a purchase
price for the property subject to the contract authorized in Section 2 hereof in an amount not to exceed
ONE MILLION TWO HUNDRED FORTY-EIGHT THOUSAND ONE HUNDRED SEVENTEEN
AND 10 100 DOLLARS ($1,248,117.10).
Section 4: That the City Manager is hereby granted general authority to approve any change
order involving a decrease or an increase in costs of FIFTY THOUSAND AND NO/ 100 DOLLARS
($50,000.00) or less, provided that the amount stated in Section 2 hereof may not be increased by more
than twenty-five percent (25%) or decreased by more than twenty-five percent (25%) without the consent
of the owners to such decrease unless otherwise provided for in the contract authorized in Section 1
hereinabove.
Section 5: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown this the 23`d day of May, 2019.
BRANDON CAPETILLO, Mayor
A ST:
ETICIA BRYSCH, Ci lerk
°O°O°OOCfOjC�Og0�0 ��
APPROVED AS TO FORM:
ACIO RAMIREZ, SR., C tto- mey t g
R:UCaren%•.Files,.City Council Ordinances\2019\May 23 TDREOSettlement.doc
Exhibit "A"
CONDITIONAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This CONDITIONAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this
"Agreement") is entered into by and between TD REO Fund, LLC ("TD REO"), a California
limited liability company, and the City of Baytown (the "City") as of May , 2019 ("Effective
Date"). TD REO and the City may be collectively referred to herein as the "Parties" and each
individually as a "Party."
RECITALS
A. TD REO is the owner of certain property located in the City of Baytown, Texas
and more particularly described on Exhibit "A" attached hereto (the "Property").
B. On or about August 2015, the City obtained a municipal court order ("Demolition
Order") to demolish the improvements located on the Property ("Improvements").
C. TD REO filed an action against the City in the District Court of Harris County
Texas ("District Court") on February 2, 2016 thereby initiating a lawsuit captioned TD REO
Fund LLC v. City of Baytown, Cause No. 2016-06852 ("District Court Action") and obtained a
temporary restraining order ("TRO") that paused demolition of the Improvements.
D. Since no permanent injunction was issued, the City's contractor demolished the
Improvements and the City filed a lien against the Property in the original amount of Eight
Hundred Twenty Thousand Two Hundred Forty -Nine and 46/100 Dollars ($820,249.46) for the
cost of such demolition, which lien is evidenced by that certain Demolition Lien dated August
11, 2016 and recorded on August 12, 2016 as Document No. 2016-356282 ("City Lien"). The
City contends that, with the accrual of interest, the City Lien currently is in the amount of One
Million Forty -Nine Thousand Nine Hundred Nineteen and 31/100 Dollars ($1,049,919.31).
E. On May 18, 2017 (the "Petition Date"), TD REO filed a petition under Chapter 11
of Title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy
Court for the Central District of California (the "Bankruptcy Court"), which is pending under the
jointly administered case number 8:17-bk-11996-SC. By order of the Bankruptcy Court entered
on June 15, 2017, Howard Grobstein is the Chief Restructuring Officer for TD REO.
F. The Parties dispute any and all actual or potential claims and defenses of each
other, as applicable, that are or that could have been set forth in the various documents filed in
the District Court Action. Also, the Parties contend that they have at all times conducted
themselves lawfully.
G. The Parties, while acknowledging that the matters addressed in this Agreement
and the District Court Action are and remain disputed, nevertheless desire and have agreed to
fully and finally resolve, settle, and subject to certain conditions set forth herein, release any and
all issues, grievances, disputes, differences, controversies, claims, cross -claims, and
counterclaims that they may have against one another with respect to the matters addressed
2746768.1
herein. The Parties enter into this Agreement to avoid the inconvenience, expense, aggravation,
and uncertainty of continued litigation.
NOW, THEREFORE, incorporating the foregoing recitals, the Parties stipulate and agree
to the terms set forth below.
AGREEMENT
ARTICLE 1
APPROVAL OF THE AGREEMENT BY BANKRUPTCY COURT AND CITY
COUNCIL AND STAY OF DISTRICT COURT ACTION
1.1. Bankruptcy Court Approval. Upon receipt of written notice of the City's receipt of the
City Council Approval (defined below), TD REO agrees to file a motion for an order approving
this Agreement and the Purchase Agreement with the Bankruptcy Court. This Agreement shall
become effective and binding only upon entry by the Bankruptcy Court of a Final Order (defined
below) (`Bankruptcy Approval'), as well as City Council Approval (defined below) approving
this Agreement and the Purchase Agreement (defined below) and authorizing TD REO to enter
into this Agreement and the Purchase Agreement (the "Settlement Effective Date"). An order
entered by the Bankruptcy Court shall become a "Final Order" on the fifteenth day after entry of
the order, provided there is no stay of the order's effectiveness obtained prior to such time and
remaining in effect. If TD REO shall fail to obtain the Bankruptcy Approval within sixty (60)
days after the Effective Date, this Agreement shall terminate and the parties shall have no further
obligations hereunder except those that expressly survive termination
1.2. City Council Approval. This Agreement shall become effective and binding only upon
the approval of this Agreement and the Purchase Agreement ("City Council Approval") by the
City Council for the City of Baytown ("City Council"). Upon the execution of this Agreement,
the City agrees to promptly request the approval of this Agreement and the Purchase Agreement
by the City Council. Notwithstanding the foregoing, this Agreement will terminate if City
Council Approval has not been obtained by May 28, 2019, and the parties shall have no further
obligations hereunder except those that expressly survive termination.
1.3 Stay of District Court Action. The Parties agree, and upon execution of the Agreement,
will request of the District Court, that all dates and deadlines in the District Action and in
connection with any and all rights, claims, and defenses in the District Court Action including,
but not limited to pleading, discovery, motion, trial preparation, and trial dates and deadlines -
should be stayed and/or taken off calendar as of the date the Parties sign this Agreement, and if
the Bankruptcy Court does not approve this Agreement or if City Council approval is not
obtained, or if the City fails to perform its obligations under this Agreement, then the Parties may
pursue all of their respective procedural and substantive rights, and all of their respective claims
and defenses, in the District Court Action or in any other legal, equitable, or administrative
action or proceeding in any other appropriate forum, as those rights, claims, and defenses existed
on the date the Parties sign this Agreement.
2746768.1
ARTICLE 2
TERMS OF SETTLEMENT
2.1. Sale of Property. TD REO shall sell to the City and the City shall purchase from TD
REO the Property pursuant to the terms and conditions of that certain Earnest Money Contract of
even date herewith between TD REO and the City ("Purchase Agreement'). The releases set
forth herein shall be conditioned upon the occurrence of the Closing as defined in and in
accordance with the Purchase Agreement.
2.2 City Lien. At Closing, the City agrees to waive any and all fees, late charges, penalties,
costs and interest that may be payable in connection with the City Lien and shall accept the sum
of Eight Hundred Twenty Thousand Two Hundred Forty -Nine and 46/100 Dollars ($820,249.46)
in full and final satisfaction of the City Lien, which shall be paid out of the Sales Price (as
defined in the Purchase Agreement) at Closing.
2.3. Dismissal of Litigation. Provided all other contingencies to Closing under the Purchase
Agreement have been satisfied, TD REO shall file a dismissal with the District Court with
respect to the District Court Action within 10 business days following the Closing.
2.4. Default. A default under this Agreement will occur upon the failure of either Party to
fulfill any of its obligations under this Agreement. An "Uncured Default" shall be a default
under the Agreement that has not been cured within ten (10) days after receipt of written notice
in accordance with Paragraph 3.18. below. Upon an Uncured Default, and unless the alleged
Uncured Default is contested by the defaulting Party and the contest is upheld by a court of
competent jurisdiction, the non -defaulting Party shall be entitled to all actual out of pocket costs
and expenses in connection with this Agreement and the Purchase Agreement, including, without
limitation, reasonable attorney's fees and costs.
2.5. City Release
A. RELEASE OF CLAIMS. EFFECTIVE ON THE CLOSING DATE (AS
DEFINED IN THE PURCHASE AGREEMENT), AND EXCEPT FOR THE
OBLIGATIONS AND DUTIES SET FORTH IN THIS AGREEMENT AND/OR THE
PURCHASE AGREEMENT, THE CITY, FOR ITSELF AND FOR ITS SUCCESSORS,
OWNERS, AFFILIATES, ASSIGNS, AGENTS, OFFICERS, DIRECTORS AND
EMPLOYEES (COLLECTIVELY, THE "CITY RELEASING PARTIES"), WILL BE
DEEMED TO HAVE RELEASED AND DISCHARGED TD REO AND ITS
AFFILIATES, PARENTS, MANAGER, OFFICERS, DIRECTORS, AGENTS,
REPRESENTATIVES, SUCCESSORS, EMPLOYEES, AND ATTORNEYS FROM ANY
AND ALL INTERESTS, CLAIMS, DEMANDS, CONTROVERSIES, ACTIONS,
CAUSES OF ACTION, ACCOUNTINGS, SUITS, PROCEEDINGS, OBLIGATIONS,
LIABILITIES, FINES, PENALTIES, COSTS, EXPENSES, ATTORNEYS' FEES,
DAMAGES, AND RIGHTS TO REMEDIES OF WHATSOEVER CHARACTER OR
NATURE, IN LAW OR EQUITY, WHETHER KNOWN OR UNKNOWN, SUSPECTED
OR UNSUSPECTED, FIXED OR CONTINGENT, AND LIQUIDATED OR
UNLIQUIDATED, WHICH THEY MAY NOW OWN OR HOLD, MAY HAVE
2746768.1 3
PREVIOUSLY OWNED OR HELD, OR MAY IN THE FUTURE HOLD, IN
CONNECTION WITH, ARISING OUT OF, OR RELATED TO THE PROPERTY, THE
CITY LIEN AND THE DISTRICT COURT ACTION.
B. Effect of Default or Failure to Close. If the Closing does not occur or if an
Uncured Default by the TD occurs, then the releases by the City Releasing Parties set forth in
Section 2.5.A shall not take or have any force or effect.
2.6. TD REO Release.
A. RELEASE OF CLAIMS. SUBJECT TO THE OCCURRENCE OF THE
CLOSING, EFFECTIVE AS OF THE RELEASE EFFECTIVE DATE, AND EXCEPT
FOR THE OBLIGATIONS AND DUTIES SET FORTH IN THIS AGREEMENT
AND/OR THE PURCHASE AGREEMENT, TD REO, FOR ITSELF AND FOR ITS
SUCCESSORS, OWNERS, AFFILIATES, ASSIGNS, AGENTS, OFFICERS,
DIRECTORS AND EMPLOYEES (COLLECTIVELY, THE "TD RELEASING
PARTIES"), WILL BE DEEMED TO HAVE RELEASED AND DISCHARGED THE
CITY AND ITS AFFILIATES, PARENTS, MANAGER, OFFICERS, DIRECTORS,
AGENTS, REPRESENTATIVES, SUCCESSORS, EMPLOYEES, AND ATTORNEYS
FROM ANY AND ALL INTERESTS, CLAIMS, DEMANDS, CONTROVERSIES,
ACTIONS, CAUSES OF ACTION, ACCOUNTINGS, SUITS, PROCEEDINGS,
OBLIGATIONS, LIABILITIES, FINES, PENALTIES, COSTS, EXPENSES,
ATTORNEYS' FEES, DAMAGES, AND RIGHTS TO REMEDIES OF WHATSOEVER
CHARACTER OR NATURE, IN LAW OR EQUITY, WHETHER KNOWN OR
UNKNOWN, SUSPECTED OR UNSUSPECTED, FIXED OR CONTINGENT, AND
LIQUIDATED OR UNLIQUIDATED, WHICH THEY MAY NOW OWN OR HOLD,
MAY HAVE PREVIOUSLY OWNED OR HELD, OR MAY IN THE FUTURE HOLD, IN
CONNECTION WITH, ARISING OUT OF, OR RELATED TO THE PROPERTY, THE
CITY LIEN AND THE DISTRICT COURT ACTION.
B. Effect of Default or Failure to Close. If the Closing does not occur or if an
Uncured Default by the City occurs, then the releases by the TD Releasing Parties set forth in
Section 2.6.A shall not take or have any force or effect.
2.7. Unknown Claims. In making the releases set forth in Sections 2.5.A and 2.6.A of this
Agreement, each party granting a release under either of those sections (a "Releasing Party")
acknowledges that there is a possibility that, subsequent to the execution of this Agreement, it
will discover facts or incur or suffer claims which were unknown or unsuspected at the time that
this Agreement was executed, and which if known by the releasing party at that time may have
materially affected its decisions to execute this Agreement. Notwithstanding the provisions of
any applicable federal or state statute, rule, or common law principle, each Releasing Party
agrees that the release set forth in this Agreement shall constitute a full release in accordance
with its terms of all claims, known or unknown, suspected or unsuspected. The parties hereto
acknowledge and agree that this waiver is an essential and material inducement to and
consideration for each party's execution of this Agreement.
2746768.1 4
ARTICLE 3
MISCELLANEOUS PROVISIONS
3.1. Capacity to Enter Into the Agreement. Each Party certifies, represents, states, and
warrants that, subject to approval by the Bankruptcy Court, it has the authority, capacity, power,
and right to enter into this Agreement, to fully perform its obligations under this Agreement, and
to release the respective claims being released by such Party in this Agreement, and neither this
Agreement nor the release of any claim pursuant to this Agreement violates any agreement by
which they are bound.
3.2. Representation by Legal Counsel. Each Party represents that it acted pursuant to the
advice of legal counsel of its own choosing in connection with the negotiation, preparation and
execution of this Agreement, or that it was advised to obtain the advice of such legal counsel,
had ample opportunity to obtain the advice of such legal counsel and intentionally declined to
obtain the advice of such legal counsel. This Agreement shall be deemed to be drafted by all
Parties with the advice of counsel for purposes of its interpretation, sufficiency and enforcement.
Each Party shall bear its own legal fees and costs.
3.3. Successors and Assigns. This Agreement is binding upon, and will inure to the benefit
of, the Parties, as well as their respective representatives, successors, assigns, heirs, estates and
executors.
3.4. No Undisclosed Inducements. Each Party represents that it entered into this Agreement
relying solely upon its own independent investigation and analysis of the relevant facts and
circumstances, and no representations or warranties other than those set forth in this Agreement
or the Purchase Agreement were made by any other party or any agent, attorney, or employee of
another Party to induce it to enter into this Agreement.
3.5. No Admission of Liability. No action taken by any Party, previously or in connection
with the compromise reflected in this Agreement, shall be deemed or construed to be an
admission of the truth or falsity of any matter pertaining to any claim or demand referred to in
this Agreement or relating to the subject matter of this Agreement, nor shall it be construed as an
admission or acknowledgement by any Party of any fault, wrongdoing or liability of any kind to
any other Party or to any person in connection with any matter or thing.
3.6. Good Faith and Fair Dealing. This Agreement was negotiated in good faith, at arm's
length, and for good, reasonable and fair consideration as to all Parties.
3.7. Survival. This Agreement and each certification, condition, covenant, disclaimer,
disclosure, duty, obligation, promise, provision, release, representation, statement, term, waiver,
and warranty in this Agreement will survive the consummation of all terms and conditions of this
Agreement.
2746768.1
3.8. Further Assurances. Each Party shall execute any and all additional documents and
take all additional steps which may be appropriate and/or necessary to consummate and
effectuate this Agreement.
3.9. Entire Agreement. This Agreement constitutes the entire understanding and agreement
between the Parties regarding its subject matter and it supersedes all prior or contemporary
understandings or agreements. No modification, supplement, termination, or waiver shall be
binding or enforceable unless it is executed in writing by each Party to be bound.
3.10. No Waiver. No waiver of any provision of this Agreement shall constitute a waiver of
any other provision of this Agreement or a continuing waiver. No waiver shall be binding unless
it is executed by the Party making the waiver.
3.11. Failure or Delay Not a Waiver. No delay or failure by a Party to exercise any right
under this Agreement shall operate to waive any other rights under this Agreement, nor shall any
single exercise by any Party of any right under this Agreement preclude any other Party from
carrying out this Agreement. The rights and remedies in this Agreement are cumulative and not
exclusive of any right or remedies provided by law.
3.12. Severability. If any term or provision of this Agreement is held by a court of competent
jurisdiction to be illegal, invalid or unenforceable for any reason, then the remaining portions of
this Agreement will remain in full force and effect, unless such portion of the Agreement is so
material, its deletion would violate the obvious purpose and intent of the Parties.
3.13. No Other Beneficiaries. Each Party acknowledges this Agreement is solely for its
benefit except as otherwise specifically provided by this Agreement.
3.14. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas without regard to its conflict of laws
principles. In the event of a dispute arising under this Agreement, the Bankruptcy Court shall
have sole and exclusive jurisdiction to interpret this Agreement.
3.15. Counterparts and Facsimile Signatures. This Agreement may be executed in
counterparts, which shall together constitute one document. A facsimile or electronic signature
shall constitute an original signature. When counterparts have been executed by all the Parties,
this Agreement shall become effective pursuant to its terms.
3.16. Meaning of Pronouns and Effect of Headings. As used in this Agreement, the
masculine, feminine and/or neuter gender, and the singular or plural form shall include the other
gender or form when appropriate. The captions and paragraph headings in this Agreement are
used solely for convenience or reference and shall not restrict, limit or otherwise affect the
meaning of this Agreement.
3.17 Recording. This Agreement may not be recorded.
2746768.1 6
3.18. Notices. Any notice which any Party may desire to give to another Party must be in
writing and shall be effective (i) when personally delivered by the other party or by messenger or
courier; (ii) upon actual receipt or refusal of delivery if sent via the United States mail, registered
or certified; or (iii) upon receipt of an e-mail (as evidenced by a computer generated receipt
confirming a successful transmission):
The City: City of Baytown
Attn: City Manager
2401 Market Street
Baytown, TX 77520
Email: citymanager@baytown.org
With a copy to: John Hightower
OLSON & OLSON L.L.P.
Wortham Tower, Suite 600
2727 Allen Parkway
Houston, TX 77019
Email: JHightower@olsonllp.com
And to: Ignacio Ramirez, Sr.
City Attorney
City of Baytown
2401 Market Street
Baytown, TX 77520
Email: legal@baytown.org
TD REO: TD REO Fund, LLC
c. o Howard Grobstein, CRO of TD REO Fund,
LLC
6300 Canoga Avenue, Suite 1500
Woodland Hills, CA 91367
Email: hgrobstein(d),gtilp.com
With a copy to: Lei Lei Wang Ekvall and
Michael L. Simon
Smiley Wang-Ekvall, LLP
3200 Park Center Drive, Suite 250
Costa Mesa, CA 92626
Email: lekval1gswelawfirm.com
msimon@swelawfirm.com
And to: Roger F. Friedman
Tonissa Agajanian
Rutan & Tucker, LLP
611 Anton Boulevard, 14th Floor
Costa Mesa, CA 92626
Email: rfriedman(a,,rutan.com
2746768.1 7
And to:
2746768.1
tagajanian@rutan.com
Kathy Bazoian Phelps
Diamond McCarthy LLP
1999 Avenue of the Stars, 1 lth Floor
Los Angeles, California 90067
Email: kphelps@diamondmccarthy.com
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed by
their duly authorized representatives.
CITY OF BAYTOWN, TEXAS
RICHARD L. DAVIS, City Manager
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
TD REO FUND, LLC,
a California limited liability company
By:
Name: Howard Grobstein
Its: Chief Restructuring Officer and Authorized
Representative
2746768.1
Exhibit A
Description of the Property
FIELD NOTES OF AN 8.9776 ACRE TRACT OF LAND SITUATED IN THE HARVEY
WHITING SURVEY, ABSTRACT 840, HARRIS COUNTY, TEXAS AND BEING OUT OF
THE RESIDUE OF THAT CERTAIN CALLED 10.08 ACRE TRACT CONVEYED BY SAN
JACINTO MEMORIAL HOSPITAL TO SAN JACINTO METHODIST HOSPITAL BY DEED
DATED MAY 13, 1963 AND RECORDED IN VOLUME 5122 AT PAGE 523 OF THE DEED
RECORDS OF HARRIS COUNTY, TEXAS; ALL OF THAT CERTAIN 0.268 OF AN ACRE
TRACT OF LAND CONVEYED BY THE CITY OF BAYTOWN TO SAN JACINTO
METHODIST HOSPITAL BY DEED DATED APRIL 21, 1976 AND RECORDED UNDER
COUNTY CLERK'S FILE NO. E741885 OF THE DEED RECORDS OF HARRIS COUNTY,
TEXAS; OUT OF AND A PART OF THAT CERTAIN 0.3492 OF AN ACRE TRACT OF
LAND CONVEYED BY THE CITY OF BAYTOWN TO SAN JACINTO METHODIST
HOSPITAL BY DEED DATED OCTOBER 6, 1977 AND RECORDED UNDER COUNTY
CLERKS FILE NO. F326994 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS,
AND PART OF THAT CERTAIN LAND BEING LOTS 1 THROUGH 5, BLOCK 1 AND
LOTS 1 THROUGH 5, BLOCK 2 OF PRUETT ESTATES SUBDIVISION NO. 1 AS
RECORDED IN VOLUME 27 AT PAGE 15 OF THE MAP RECORDS OF HARRIS
COUNTY, TEXAS. SAID PRUETT ESTATES LOTS HAVING BEEN CONVEYED BY
ROLLAND J. PRUETT TO SAN JACINTO METHODIST HOSPITAL BY DEED DATED
MARCH 25, 1976 AND RECORDED UNDER COUNTY CLERK'S FILE NO. E717856 OF
THE DEED RECORDS OF HARRIS COUNTY, TEXAS. THIS 8.9776 ACRE TRACT OF
LAND IS MORE PARTICULARLY DESCRIBED BY THE FOLLOWING METES AND
BOUNDS, TO -WIT:
NOTE: ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL COORDINATES
REFER TO THE STATE PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE, NAD
83. ALL DISTANCES ARE ACTUAL DISTANCES. SCALE FACTOR=0.9998832.
REFERENCE IS MADE TO THE PLAT OF EVEN DATE ACCOMPANYING THIS METES
AND BOUNDS DESCRIPTION.
BEGINNING AT A 2 INCH IRON PIPE FOUND IN THE SOUTHWEST RIGHT-OF-WAY
LINE OF DECKER DRIVE (80 FEET WIDE RIGHT-OF-WAY) AT THE SOUTHEAST
CORNER OF THAT CERTAIN TRACT OF LAND CONVEYED BY GEORGE CHANDLER
AND WIFE, FREDA CHANDLER, TO JAMES P. HUTCIHSON, AND A.J. BUSCH, III BY
DEED DATED MARCH 16, 1995 AND RECORDED UNDER COUNTY CLERK'S FILE NO.
R314532 OF THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF HARRIS
COUNTY, TEXAS. SAID POINT BEING THE NORTHEAST CORNER OF THE
HERETOFORE MENTIONED CALLED 10.08 ACRE TRACT AND BEING THE
NORTHEAST CORNER AND POINT OF BEGINNING OF THIS TRACT. SAID
BEGINNING POINT HAVING A STATE PLANE COORDINATE VALUE OF
N=13,838,109.4290 AND E=3,243,945.8770.
THENCE: SOUTH 40'12'21" EAST ALONG THE NORTHERNMOST EAST LINE OF THIS
TRACT, THE EAST LINE OF SAID "CALLED" 10.08 ACRES AND THE SOUTHWEST
2746768.1 10
RIGHT-OF-WAY LINE OF DECKER DRIVE FOR A DISTANCE OF 771.68 FEET TO A 'V2
INCH IRON ROD FOUND AT THE INTERSECTION OF SAID LINE WITH THE NORTH
RIGHT-OF-WAY LINE OF WEST STERLING STREET (60 FEET WIDE RIGHT-OF-WAY)
FOR THE SOUTHEAST CORNER OF THE RESIDUE OF SAID CALLED 10.08 ACRES
AND THE EASTERNMOST SOUTHEAST CORNER OF THIS TRACT.
THENCE: NORTH 84°22'28" WEST ALONG THE EASTERNMOST SOUTH LINE OF THIS
TRACT, THE SOUTH LINE OF THE RESIDUE OF SAID CALLED 10.08 ACRES AND THE
NORTH RIGHT-OF-WAY LINE OF SAID WEST STERLING STREET FOR A DISTANCE
OF 441.09 FEET TO A INCH IRON ROD FOUND FOR AN INTERIOR CORNER OF THIS
TRACT, THE NORTHWEST CORNER OF SAID WEST STERLING STREET AND THE
NORTHEAST CORNER OF THE HERETOFORE MENTIONED 0.268 OF AN ACRE
TRACT.
THENCE: SOUTH 05°37'32" WEST ALONG AN INTERIOR EAST LINE OF THIS TRACT,
AN INTERIOR EAST LINE OF SAID CALLED 10.08 ACRE TRACT, THE EAST LINE OF
SAID 0.268 OF AN ACRE TRACT, THE WEST LINE OF SAID WEST STERLING STREET,
THE WEST LINE OF THAT CERTAIN 0.245 OF AN ACRE TRACT CONVEYED BY SAN
JACINTO METHODIST HOSPITAL TO THE CITY OF BAYTOWN BY DEED DATED
APRII.22, 1976 AND RECORDED UNDER COUNTY CLERKS FILE NO. E743459 OF THE
DEED RECORDS OF HARRIS COUNTY, TEXAS, AND OVER AND ACROSS SAID LOTS
1 THROUGH 5, BLOCK 2 OF SAID PRUETT ESTATES, AT 300.00 FEET PASS A '`/z INCH
IRON ROD, WITH CAP, FOUND IN THE SOUTH LINE OF LOT 4, NORTH LINE OF LOT
5, BLOCK 2 OF SAID PRUETT ESTATES FOR THE WESTERNMOST SOUTHWEST
CORNER OF SAID 0.245 OF AN ACRE TRACT, AND AN INTERIOR CORNER OF SAID
CALLED 10.08 ACRE TRACT, FOR A TOTAL DISTANCE OF 385.27 FEET TO A POINT
IN THE NORTH RIGHT-OF-WAY LINE OF WEST TEXAS AVENUE (60 FEET WIDE
RIGHT-OF-WAY) AND THE SOUTH LINE OF SAID LOT 5, BLOCK 2, FOR THE
SOUTHERNMOST SOUTHEAST CORNER OF THIS TRACT, FROM WHICH A 'V2 INCH
IRON ROD, WITH CAP, FOUND FOR THE SOUTHERNMOST SOUTHEAST CORNER OF
SAID CALLED 10.08 ACRE TRACT AND THE SOUTHERNMOST SOUTHWEST
CORNER OF SAID 0.245 OF AN ACRE TRACT, BEARS SOUTH 71 ° 12'28" EAST, 10.27
FEET.
THENCE: NORTH 71"12'28" WEST ALONG THE SOUTHERNMOST SOUTH LINE OF
THIS TRACT, THE NORTH RIGHT-OF-WAY LINE OF SAID WEST TEXAS AVENUE,
THE SOUTH LINE OF LOT 5, BLOCK 2, AND THE SOUTH LINE OF SAID 0.3492 OF AN
ACRE FOR A DISTANCE OF 94.80 FEET TO AN "X" SET IN CONCRETE FOR THE
BEGINNING POINT OF A CURVE TO THE LEFT, CONCAVE SOUTHWESTERLY.
THENCE: ALONG AND AROUND SAID CURVE TO THE LEFT, IN A
NORTHWESTERLY DIRECTION, ALONG THE SOUTHERNMOST SOUTH LINE OF
THIS TRACT, THE SOUTH LINE OF SAID 0.3492 OF AN ACRE, THE SOUTH LINE OF
SAID LOT 5, BLOCK 1, AND THE NORTH RIGHT-OF-WAY LINE OF SAID WEST
TEXAS AVENUE, SAID CURVE HAVING A RADIUS OF 666.62 FEET, A CENTRAL
ANGLE OF 08049'07", AND A CHORD BEARING AND DISTANCE OF NORTH 75-37-01"
WEST 102.50 FEET, FOR AN ARC LENGTH OF 102.60 FEET, TO A %2 INCH IRON ROD
2746768.1 11
FOUND FOR THE TERMINATION POINT OF SAID CURVE, AT THE INTERSECTION OF
SAID LINE WITH THE EAST RIGHT-OF-WAY LINE OF PRICE STREET (50 FEET WIDE
RIGHT-OF-WAY) AS CONVEYED BY SAN JACINTO METHODIST HOSPITAL TO THE
CITY OF BAYTOWN BY DEED RECORDED UNDER COUNTY CLERK'S FILE NO.
F329915 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS. SAID POINT BEING
THE SOUTHERNMOST SOUTHWEST CORNER OF THIS TRACT.
THENCE: NORTH 05°22'32" EAST ALONG THE SOUTHERNMOST WEST LINE OF THIS
TRACT AND THE EAST RIGHT-OF-WAY LINE OF SAID PRICE STREET, OVER AND
ACROSS SAID LOTS 5 THROUGH 1, BLOCK 1 OF SAID PRUETT ESTATES, FOR A
DISTANCE OF 288.07 FEET TO A 'h INCH IRON ROD, WITH CAP, SET IN THE NORTH
LINE OF SAID LOT 1, BLOCK 1, FOR AN ANGLE POINT IN SAID LINE AT THE
SOUTHWEST CORNER OF SAID 0.268 OF AN ACRE TRACT.
THENCE: NORTH 05°37'32" EAST ALONG THE SOUTHERNMOST WEST LINE OF THIS
TRACT, THE WEST LINE OF SAID 0.268 OF AN ACRE AND THE EAST LINE OF SAID
PRICE STREET FOR A DISTANCE OF 60.00 FEET TO A 'V2 INCH IRON ROD FOUND IN
THE SOUTH LINE OF THE RESIDUE OF SAID CALLED 10.08 ACRES FOR AN
INTERIOR CORNER OF THIS TRACT, THE NORTHWEST CORNER OF SAID 0.268 OF
AN ACRE AND THE NORTHEAST CORNER OF SAID PRICE STREET.
THENCE: NORTH 84°22'28" WEST ALONG AN INTERIOR SOUTH LINE OF THIS
TRACT, THE NORTH LINE OF SAID PRICE STREET AND THE SOUTH LINE OF THE
RESIDUE OF SAID CALLED 10.08 ACRES FOR A DISTANCE OF 133.47 FEET TO A
INCH IRON ROD FOUND FOR AN INTERIOR CORNER OF THIS TRACT AT THE
NORTHWEST CORNER OF SAID PRICE STREET.
THENCE: SOUTH 05°37'32" WEST ALONG AN INTERIOR LINE OF THIS TRACT AND
THE NORTHERNMOST WEST LINE OF SAID PRICE STREET FOR A DISTANCE OF
10.63 FEET TO A 'V2 INCH IRON ROD FOUND FOR AN EXTERIOR CORNER OF THIS
TRACT AND THE NORTHEAST CORNER OF THAT CERTAIN 0.069 OF AN ACRE
(TRACT 1) CONVEYED BY SAN JACINTO METHODIST HOSPITAL TO THE CITY OF
BAYTOWN BY DEED DATED APRIL 22, 1976 AND RECORDED UNDER COUNTY
CLERK'S FILE NO. E743459 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS.
SAID POINT BEING IN A CURVE TO THE LEFT, CONCAVE SOUTHERLY.
THENCE: ALONG AND AROUND SAID CURVE TO THE LEFT, IN A WESTERLY
DIRECTION, ALONG THE WESTERNMOST SOUTH LINE OF THIS TRACT, THE SOUTH
LINE OF THE RESIDUE OF SAID CALLED 10.08 ACRES, AND THE NORTH LINE OF
SAID 0.069 OF AN ACRE TRACT OF LAND, SAID CURVE HAVING A RADIUS 1409.00
FEET, A CENTRAL ANGLE OF 02-39-09", AND A CHORD BEARING AND DISTANCE
OF NORTH 85042'03" WEST 65.23 FEET, FOR AN ARC LENGTH OF 65.23 FEET TO A 'h
INCH IRON ROD, WITH CAP, SET FOR THE WESTERNMOST SOUTHWEST CORNER
OF THIS TRACT AND THE SOUTHEAST CORNER OF THAT CERTAIN 1.700 ACRE
TRACT CONVEYED BY SAN JACINTO METHODIST HOSPITAL TO COMMUNITIES
FOUNDATION OF TEXAS FOR THE GOOSE CREEK STREAM ❑EVELOPMENT FUND
BY DEED DATED AUGUST 26, 1992 AND RECORDED UNDER COUNTY CLERKS FILE
2746768.1 12
NO. N837728 OF THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF HARRIS
COUNTY, TEXAS.
THENCE: ALONG AND WITH THE NORTHERNMOST WEST LINE OF THIS TRACT,
THE WEST LINE OF THE RESIDUE OF SAID CALLED 10.08 ACRES AND THE EAST
LINE OF SAID 1.700 ACRES AS FOLLOWS:
NORTH 11 °06'49" EAST A DISTANCE OF 83.20 FEET TO A 'h INCH IRON ROD, SET.
NORTH 39013'16" WEST A DISTANCE OF 101.56 FEET TO AN "X" IN CONCRETE, SET.
NORTH 40013'03" WEST A DISTANCE OF 101.34 FEET TO AN "X" IN CONCRETE, SET.
NORTH 30052'06" EAST A DISTANCE OF 175.95 FEET TO A RAILROAD SPIKE, SET.
NORTH 49058'57" EAST A DISTANCE OF 118.08 FEET TO AN "X" IN CONCRETE, SET.
THENCE: NORTH 17°21'27" WEST ALONG THE NORTHERNMOST WEST LINE OF
THIS TRACT, THE WEST LINE OF THE RESIDUE OF SAID CALLED 10.08 ACRES AND
THE EAST LINE OF SAID 1.700 ACRES FOR A DISTANCE OF 42.02 FEET TO A '/z INCH
IRON ROD, WITH CAP, FOUND IN THE NORTH LINE OF THE RESIDUE OF SAID
CALLED 10.08 ACRES AT THE SOUTHEAST CORNER OF THAT CERTAIN TRACT OF
LAND DESCRIBED IN EXHIBIT "D" CONVEYED BY COMMUNITIES FOUNDATION OF
TEXAS, INC. FOR THE GOOSE CREEK STREAM DEVELOPMENT FUND TO THE CITY
OF BAYTOWN BY DEED DATED JULY 19, 1993 AND RECORDED UNDER COUNTY
CLERK'S FILE NO. P374067 OF THE OFFICIAL PUBLIC RECORDS OF REAL
PROPERTY OF HARRIS COUNTY, TEXAS, THE SOUTHWEST CORNER OF THE
RESIDUE OF SAID TRACT CONVEYED BY CHANDLER TO HUTCHISON AND BUSCH,
AND THE NORTHWEST CORNER OF THIS TRACT.
THENCE: NORTH 86°57'09" EAST ALONG THE NORTH LINE OF THIS TRACT, THE
NORTH LINE OF SAID CALLED 10.08 ACRES AND THE SOUTH LINE OF SAID
HUTCHISON AND BUSCH TRACT FOR A DISTANCE OF 279.50 FEET TO THE PLACE
OF BEGINNING AND CONTAINING WITHIN THESE BOUNDARIES 8.9776 ACRES OF
LAND.
2746768.1 13
Exhibit "B"
EARNEST MONEY CONTRACT
This Earnest Money Contract (this '`greement") is made and entered into this day of
May, 2019 ("Effective Date"), by and between the CITY OF BA YTOWN, a municipal
corporation located in Harris and Chambers Counties, Texas, hereinafter known as the "Buyer,"
and TD REO FUND, LLC, a California limited liability company, hereinafter known as the
"Seller".
RECITALS
A. Seller is the owner of certain property located in the City of Baytown, Texas and
more particularly described on Exhibit "A" attached hereto (the "Property").
B. On or about August 2015, Buyer obtained a municipal court under ("Demolition
Order'') to demolish the improvements located on the Property ("Improvements').
C. Seller filed an action against Buyer in the District Court of I Ian -is County Texas
("District Court") on February 2, 2016 thereby initiating a lawsuit captioned TD RF,O Fund LLC
v. City of Baytown, Cause No. 2016-06852 ("District Court Action") and obtained a temporary
restraining order ("TRO") that paused demolition of the Improvements.
D. Since no permanent injunction was issued, 131.1yer's contractor demolished the
Improvements and the City filed a lien against the Property in the original amount of Eight
Hundred Twenty Thousand Two Hundred Forty -Nine and 461100 Dollars (S820,249.46) fur the
cost of such demolition, which lien is evidenced by that certain Demolition Lien dated August
11, 2016 and recorded on August 12, 2016 as Document No. 2016-356282 ("City Lien").
E. On May 18, 2017 (the "Petition Da(e"), 'I'D REO filed a petition under Chapter I 1
of Title 1 1 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy
Court for the Central District of California (the "Bankruptcy Court"), which is pending under
case number 8:17-bk-1 1996-SC ("Bankruptcy Case"). By order of the Bankruptcy Court entered
on June 15, 2017, Howard Grobstein is the Chief Restructuring Officer for TD REO. Asa result
of that filing, all references to "Seller" herein shall be deemed to include Seller as the Debtor and
Debtor -in -Possession in the Bankruptcy Case.
F. Subject to the terms and conditions set forth herein, Seller agrees to sell and
convey to Buyer and Buyer agrees to buy from Seller the Property pursuant to 1 1 1►.S.C:. § 363.
!7801933957-0020
136246194 04130'19
AGREEMENT
I.
CONTINGENCY
A. Subject to the terms and conditions set forth herein, Buyer's obligation to
purchase the Property and Seller's obligation to sell the Property as contemplated herein are
expressly contingent upon the approval of this transaction by the Bankruptcy Court. Upon
receipt of written notice of Buyer's receipt of the City Council Approval (defined below), Seller
agrees to file a motion for an order approving this Agreement and the Settlement Agreement
(defined below) with the Bankruptcy Court. If the Bankruptcy Court does not approve this
Agreement and the Settlement Agreement for any reason within sixty (60) days after the
Effective Date, then this Agreement shall terminate and the parties hereto shall be relieved of
their obligations hereunder except those that expressly survive termination, and Buyer expressly
acknowledges and agrees that such failure shall not be a default or breach by Seller hereunder.
An express condition to the effectiveness of the proposed sale is an order approving the sale and
finding that Buyer is a good faith purchaser entitled to the protections of 11 U.S.C. §363(m)
("Approval Order") becoming a Final Order (defined below) ("Bankruptcy Approval"). An order
entered by the Bankruptcy Court shall become a "Final Order" on the fifteenth (15s') day after
entry of the order, provided there is no stay of the order's effectiveness obtained prior to such
time and remaining in effect. Buyer is aware that this Agreement is contingent upon entry of an
Approval Order by the Bankruptcy Court confirming the sale.
1. Each of the parties hereto agrees to cooperate in good faith with each
other, and to execute and deliver such further documents and perform such other acts as may be
reasonably necessary or appropriate to consummate and carry into effect the transactions
contemplated under this Agreement. The covenants of this Section I.A.I shall survive the
Closing hereunder.
2. The parties acknowledge that the operation of the federal law has placed
the Debtor -in -Possession in a unique role as the Seller of the Property, which is the subject of
this Agreement. Due to the nature of the Seller's role in administering the bankruptcy estate,
there are limitations as to the extent, type, and character of the agreement under which the Seller
can convey the Property. The Seller proposes to sell the Property subject to certain limitations.
The parties hereby acknowledge that they understand the terms under which the Property is to be
conveyed may vary substantially from the normal customs and trade within the real estate
industry. Except where expressly mandated by operation of law, the Buyer consents to any such
modifications and amendments as set forth in this Agreement.
3. Buyer acknowledges that the Seller is acting in its official capacity as
Debtor -in -Possession. In the event that the Seller fails or refuses to complete the transaction for
any reason, then the limit of the Seller's liability is only to return any money paid to Seller by the
Buyer, without deduction. The foregoing shall not apply to attorneys' fees or costs incurred in
connection with an action relating to this Agreement. Prior to closing of escrow, the Bankruptcy
Court shall have the sole and exclusive jurisdiction over the Property and all disputes arising
hereunder before closing shall be resolved in said Bankruptcy Court.
2IM33987-0020
1362461BA SMO/19 -2-
B. Subject to the terms and conditions set forth herein, Buyer's obligation to
purchase the Property and Seller's obligation to sell the Property as contemplated herein is
expressly contingent upon the approval of this transaction by the City Council for the City of
Baytown ("City Council'). Upon the execution of this Agreement, the City agrees to promptly
request the approval of this Agreement and the Settlement Agreement by the City Council ("Qty
Council Approval"). Buyer shall promptly notify Seller upon its receipt of the City Council
Approval. If the City Council does not approve this Agreement and the Settlement Agreement
for any reason on or prior to June 20, 2019 ("Contingency Deadline'), then this Agreement shall
terminate and the parties hereto shall be relieved of their obligations hereunder except those that
expressly survive termination. If Buyer fails to deliver written notice of its receipt of the City
Council Approval on or before the Contingency Deadline, it will be conclusively deemed that
Buyer did not obtain the City Council Approval and this Agreement shall terminate as set forth
above; provided, however, if Buyer delivers a Notice of Approval (defined below), Buyer shall
be deemed to have obtained the City Council Approval.
C. Additionally, Buyer's obligation to purchase the Property as contemplated herein
is expressly contingent upon Buyer obtaining, at Buyer's sole cost and expense, an
environmental site assessment ("ESA") reasonably satisfactory to the Buyer. During the period
commencing on the Effective Date and expiring at 5:00 PM Texas time on the Contingency
Deadline, Seller shall allow Buyer access to the Property upon reasonable prior notice at
reasonable times provided that Seller has received evidence that Buyer's consultant maintains the
Required Insurance (defined below), and provided further that Seller shall have the right to pre -
approve (which approval Seller may withhold in its sole and absolute discretion) and be present
during any approved physically intrusive testing of the Property (including, without limitation,
any Phase II environmental site assessment). Following any inspections Buyer shall restore the
Property to its condition as existed prior to such inspections. If Buyer does not approve of the
ESA, Buyer may terminate this Agreement at any time prior to the Contingency Deadline by
giving Seller a written notice of termination ("Notice of Termination"), and, in the event of such
termination, neither Seller nor Buyer shall have any further obligations hereunder except for
those obligations which expressly survive the termination of this Agreement and Buyer shall be
entitled to the immediate return of the Earnest Money. Alternatively, at any time prior to the
Contingency Deadline, Buyer may elect to give Seller written notice unconditionally approving
of the Property and the ESA and electing to proceed to Closing ("Notice of Approval"). In the
event Buyer fails to give a Notice of Termination or Notice of Approval prior to 5:00 p.m. Texas
time on the Contingency Deadline, Buyer shall have been deemed to have given a Notice of
Approval, and shall be conclusively deemed to have approved the ESA. In the event Buyer
delivers a Notice of Termination, Buyer shall immediately deliver to Seller any Survey (defined
below) and any third party reports (together with consents to the assignment of such party
generating the same) as a condition to the release of the Earnest Money.
Prior to such time as Buyer or any of its agents, representatives, employees, contractors
or consultants (collectively, "Buyer's Representatives") enter any portion of the Property, Buyer
or Buyer's Representatives shall carry the following (collectively, "Reguired Insurance"): (i)
worker's compensation insurance in compliance with applicable law; (ii) general liability
insurance coverage including premises/operations liability, personal and advertising liability,
products/completed operations, with a limit of $2,000,000 for bodily injury and property
damage, in any combination of primary and excess insurance, including contractual liability,
278=33987.0020
130"I8.4 904M/19 -3-
(iii) automobile liability insurance in an amount not less than $2,000,000, in any combination of
primary and excess insurance, covering all automobiles, including owned, hired and non -owned
liability coverage and related equipment owned and/or operated by Buyer and Buyer's
Representatives in connection with entry on any portion of the Property; and (iv) the general
liability policy shall include in the policy form or via endorsement that the insured's coverage is
primary and any other coverage maintained by the additional insureds shall be non-contributing.
Buyer shall direct Buyer's Representatives to add Seller, any other entities reasonably designated
by Seller as an additional insureds under the coverage described above, except workers
compensation. All such insurance shall be issued by insurance companies admitted or authorized
to do business in Texas and whose rating is the most recent AM Best's Rating of A-:VII or better
and Buyer shall cause all such insurance policies to contain provisions that the issuing insurance
companies waive the rights of recovery or subrogation against Seller. Buyer shall provide notice
of cancelation or material change to coverage. Before entering any portion of the Property,
Buyer shall deliver copies of certificates of insurance issued by the insurance carrier(s) to Seller
demonstrating compliance with the terms of this Section.
D. Additionally, Buyer's obligation to purchase the Property is expressly contingent
upon Seller nonsuiting the District Court Action with prejudice ("Dismissal'), pursuant to the
terms of the Settlement Agreement between the parties that has been executed concurrently
herewith. Provided all other contingencies to Closing have been satisfied and Buyer has
delivered the Sales Price to Escrow Agent, Seller shall file the Dismissal with the District Court
within 10 business days following the Closing.
E. Buyer acknowledges and agrees that it is familiar with the Property and, subject to
the contingencies set forth in this Article, hereby approves of all matters related to the Property
and the condition thereof, subject to an environmental site assessment satisfactory to Buyer.
Buyer acknowledges and agrees that it has no contingencies to Closing, except as expressly set
forth in this Agreement.
Il.
III.SALES PRICE
The sales price of the above -referenced Property is ONE MILLION TWO HUNDRED
FORTY-EIGHT THOUSAND ONE HUNDRED SEVENTEEN AND 10/100 DOLLARS
($1,248,117.10), hereinafter "Sales Price." which sum shall be paid in full at Closing (defined
below).
IV.
EARNEST MONEY
Buyer shall deposit Thirty Seven Thousand Five Hundred and 00/100 Dollars
($37,500.00) ("Earnest Money) as earnest money with Chicago Title, located at 407 W. Baker
Road, Suite T, Baytown, Texas ("Escrow Agent"), as Escrow Agent, within two (2) business
days after the execution of this Agreement by both parties. Upon Escrow Agent's receipt of all
counterparts to this Agreement (which may be delivered electronically) and the Eamest Money,
Escrow Agent shall execute and fill in the Effective Date on this Agreement and circulate a copy
27803I M-0020
13624618.4 aaW19 -4-
of the fully executed Agreement to the parties. Notwithstanding any provision in this Agreement
to the contrary, if Buyer fails to timely make the Earnest Money deposit as required herein,
Seller may elect to immediately terminate this Agreement and the parties shall have no further
rights or obligations hereunder except for obligations which expressly survive the termination of
this Agreement. The Earnest Money shall become non-refundable to Buyer, except as expressly
set forth in Article XIII below; provided, however, if the Bankruptcy Court does not approve the
sale of the Property to Buyer for any reason, Seller shall not be in default hereunder and this
Agreement shall terminate, Escrow Agent shall return the Earnest Money to Buyer within five
(5) business days after entry of the Bankruptcy Court's order authorizing the sale and such order
becoming a Final Order, and the Parties shall have no further obligations hereunder except those
that expressly survive the termination of this Agreement.
V.
TITLE POLICY AND SURVEY
A. Buyer will obtain, at Buyer's sole cost and expense, a Commitment for Title
Insurance (the "Commitment") from Chicago Title Company ("Title Company"). At Closing,
Title Company shall issue, at Buyer's sole cost and expense a Texas T-1 Owner Policy of Title
Insurance (the "Title Policy") in the amount of the Sales Price, dated at or after closing, insuring
Buyer against loss under the provisions of the Title Policy subject to the promulgated exclusions
(including existing building and zoning ordinances) and the following exceptions (collectively,
"Permitted Exceptions'):
(1) restrictive covenants common to the platted subdivision in which the Property is
located;
(2) the standard printed exception for standby fees, taxes and assessments;
(3) utility easements created by the dedication deed or plat of the subdivision in
which the Property is located;
(4) all reservations or exceptions set forth on the Commitment other than the
Monetary Encumbrances (defined below);
(5) any exceptions caused by or consented to by Buyer or Buyer's agents,
representatives, employees, contractors or consultants (collectively, "Buyer's
Representatives').
(6) the standard printed exception as to discrepancies, conflicts, shortages in area or
boundary lines, encroachments or protrusions or overlapping improvements;
(7) the standard printed exception as to marital rights; and
(8) the standard printed exception as to waters, tidelands, beaches, streams, and
related matters.
B. Buyer may, at its sole cost and expense, obtain a survey of the Property
("Survey"), subject to the terms and conditions set forth herein. Buyer shall delivery a copy of
any such Survey (or any update thereto) to Seller promptly upon receipt.
C. Notwithstanding the foregoing provisions of this Article VI, Seller is selling the
Property and Buyer is purchasing the Property on the terms and provisions of, and subject to, the
conditions of this Agreement, Sections 363 and 365 of the Bankruptcy Code, which purchase and
sale shall be free and clear of any and all liens, claims, encumbrances, mortgages, security
278010339874020
13624618A a0N30119 -5-
interests, pledges, claims, equities and other restrictions or charges of any kind or nature
whatsoever, including without limitation all "interests" as such term is defined in Section 363(f)
of the Bankruptcy Code, other than any liens, claims or other exceptions to title caused by or
consented to by Buyer or Buyer's Representatives. Accordingly, as a condition to Closing only,
Seller shall at or before Closing, cause the release of (i) all liens securing indebtedness for
borrowed money and any other monetary liens placed upon the Property by Seller, (ii) all
judgement liens evidencing judgments rendered against Seller and encumbering the Property,
(iii) any other monetary liens encumbering the Property which can be cured by the payment of a
liquidated sum (collectively, "Monel= Encumbrances") other than non -delinquent taxes and/or
liens caused by or resulting from any action by Buyer or any Buyer Representative, and (iv) the
Exceptions of Schedule C of the Commitment ("Schedule C Exceptions"); provided, however, if
Seller is unable or unwilling to remove any such Schedule C Exceptions, Seller shall not be in
default hereunder, however, Buyer shall have the option to either (i) terminate this Agreement,
in which event the Earnest Money shall be paid to Buyer and, thereafter, the parties shall have no
further rights or obligations hereunder except for obligations which expressly survive the
termination of this Agreement, or (ii) waive such Schedule C Exceptions and proceed to Closing.
Seller may use any portion of the Sales Price to satisfy the same. Buyer agrees to accept the sum
of $820,249.46 as payment in full on account of the City Lien (Exception 21) as set forth in
Article VI below.
D. Notwithstanding anything in this Agreement to the contrary and as an additional
limitation on Seller's liability under this Agreement, following the Closing, Buyer shall look
solely to its Title Policy and not to Seller with respect to the condition of title to the Property
conveyed to Buyer at the Closing and Seller shall have no liability or obligations to Buyer with
respect to title to the Property.
VI.
CLOSING
A. The closing of the sale of the Property contemplated hereunder ("Closine") shall
be within seven (7) days after either (i) the date the Approval Order becomes a Final Order or
(ii) the Contingency Deadline, whichever is later, such date hereinafter referred to as "Closing
Date." If either party fails to close this sale by the Closing Date herein specified, the non -
defaulting party shall be entitled to exercise any remedies contained in Article XIII hereof. At
Closing, Buyer shall deliver or cause to be delivered the following to Escrow Agent: (i) Good
funds in the amount of the Sales Price, subject to the proration and other adjustments required
under this Agreement, plus any other amounts required to be paid by Buyer at Closing;
(ii) Escrow Agent's closing statement setting forth the proration and adjustments to the Sales
Price to be made pursuant to this Agreement (the "Closing Statement"), executed by Buyer; and
(iii) any other documents required hereunder or otherwise reasonably required by Escrow Agent
to be deposited by Buyer to close the sale contemplated hereunder. At Closing, Seller shall
deliver or cause to be delivered the following to Escrow Agent: (a) the Closing Statement
executed by Seller, (b) a Deed without Warranty in the foam attached hereto as Exhibit "B"
conveying good and indefeasible title to the Property showing no additional exceptions, other
than the Permitted Exception (the " e2"), (c) the Seller FIRPTA Certificate (defined below),
and (d) any other documents required hereunder or otherwise reasonably required by Escrow
Agent to be deposited by Buyer to close the sale contemplated hereunder. Upon recordation of
27801033987-M4 -�
13624618.4 a04130119
the Deed, Buyer shall be deemed to have fully and completely discharged any and all obligations
of Seller hereunder and the terms of this Agreement shall merge into such Deed, other than those
obligations, if any, which expressly survive the Closing pursuant to the terms of this Agreement.
B. Following Bankruptcy Court approval as set forth in Section I.A. hereof, Seller's
obligation to close the sale contemplated by this Agreement is conditioned on all of the
following, any or all of which may be waived by Seller by an express written waiver, at its sole
option: (i) all representations and warranties made by Buyer in this Agreement shall be true and
correct in all material respects on and as of the Closing Date, as if made on and as of such date
except to the extent they expressly relate to an earlier date; (ii) Buyer shall have delivered the
funds required hereunder and all of the documents to be executed by Buyer set forth in Article
VII.A above; and (iii) Buyer shall not be in default or breach of any obligation or agreement
hereunder.
VII.
SPECIAL PROVISION
In consideration of the conveyance of the Property to the City in accordance with this
Agreement, the City agrees to waive any and all fees, late charges, penalties, costs and interest
that may be payable in connection with the City Lien and shall accept the sum of Eight Hundred
Twenty Thousand Two Hundred Forty -Nine and 46/100 Dollars ($820,249.46) in full and final
satisfaction of the City Lien, which may be paid out of the Sales Price at Closing.
VIII.
POSSESSION
The possession of the Property shall be delivered to Buyer at Closing, subject to the
Permitted Exceptions.
IX.
SALES EXPENSES
The following expenses shall be paid at or prior to closing:
A. Buyer shall be responsible for the expenses associated with the environmental
assessments, the Survey and any other third party reports or other due diligence
performed by Buyer; escrow fee; the fees for the Title Policy; and other expenses
stipulated to be paid by Buyer under other provisions of this Agreement.
B. Seller shall be responsible for the expenses associated with the following: releases
of the Monetary Encumbrances; taxes assessed prior to January 1, 2019; and other
expenses stipulated to be paid by Seller under other provisions of this Agreement,
all of which may be paid from the Sales Price at Closing.
C. Except as otherwise provided herein, all other closing costs and expenses shall be
shared equally by the parties.
278010339974=
13Q4618.4 eM0119 -7-
X.
PRORATIONS
Current taxes, any rents, maintenance fees, and assessments shall be prorated through the
Closing Date. If the amount of the ad valorem taxes for the year in which the sale is closed is not
available on the Closing Date, proration of the taxes shall be made on the basis of the taxes
assessed in the previous year and such amount shall not be subject to adjustment or proration
after the Closing.
XI.
CHARGES DUE TO CHANGE IN USE
If Seller's change in use of the Property prior to the Closing or denial of a special use
valuation on the Property claimed by Seller results in the assessment of additional taxes for
periods prior to Closing, the additional taxes shall be the obligation of the Seller. If any change
in use of the Property after Closing or denial of a special use valuation on the Property results in
the assessment of additional taxes for periods after Closing, the additional taxes shall be the
obligation of Buyer. Obligations imposed by this Article shall survive Closing.
XII.
DEFAULT
A. If Buyer fails to comply with this Agreement, Buyer shall be in default, and Seller
may (i) enforce specific performance, seek such other relief as may be provided by law, or both,
or (ii) terminate this Agreement and receive the Earnest Money as liquidated damages, together
with attorneys' fees and actual out-of-pocket costs incurred in connection with this Agreement,
which attorneys' fees and costs shall not exceed $25,000, thereby releasing both parties from this
Agreement except those obligations that survive the termination of this Agreement; provided,
however, that this provision will not waive, limit or affect any of the following: (a) Seller's right
to receive reimbursement for attorneys' fees; (b) Seller's rights and remedies arising under or
with respect to Buyer's release and/or indemnity obligations under this Agreement; (c) Buyer's
obligations to provide to Seller the Survey and Buyer's third party reports in accordance with
this Agreement; and (d) in the event that following any termination of this Agreement, any
damages Seller may incur if Buyer wrongfully asserts any claims or right to the Property that
would otherwise delay or prevent Seller from being able to sell the Property or having clear,
indefeasible and marketable title to the Property. Both parties agree that such amount stated as
liquidated damages is a reasonable estimate of Seller's damages in the event of Buyer's default
in its obligation to purchase the Property as provided herein and subject to the limitations set
forth above, such amount shall be in lieu of any other monetary or other relief to which Seller
may otherwise be entitled by virtue of this Agreement or by operation of law. The payment of
such amount as liquidated damages is not intended as a forfeiture or penalty.
B. If the Closing fails to occur by reason of Seller's failure to comply with this
Agreement, Seller shall have the right in its sole and absolute discretion to adjourn the Closing
for up to thirty (30) days to allow Seller to remedy or cure the default or breach. Should Seller
fail to cure its breach or default during the adjournment, Buyer's sole and exclusive remedy shall
be to terminate this Agreement and receive the Earnest Money, together with attorneys' fees and
279=33987-0020
13624618.4 404/30119 "g"
actual out-of-pocket costs incurred in connection with this Agreement, which attorneys' fees and
costs shall not exceed $25,000, and Buyer expressly and irrevocably waives any right to recover
any other actual, punitive, special or consequential damages, thereafter both parties to this
Agreement shall have no further obligations hereunder except those that expressly survive
termination of this Agreement. Buyer expressly acknowledges and agrees that the failure to
obtain the Bankruptcy Court Approval shall not be deemed or construed as a default by Seller
and the Provisions of Article I.A shall govern.
C. The provisions of this Article XII shall survive the Closing or any earlier
termination of this Agreement.
XIII.
ESCROW
The Earnest Money is deposited with Escrow Agent with the understanding that Escrow
Agent is not (a) a party to this Agreement and does not have any liability for the performance or
non-performance of any party to this Agreement, (b) liable for interest on the Earnest Money, or
(c) liable for any loss of Earnest Money caused by the failure of a financial institution in which
the Earnest Money has been deposited unless the financial institution is acting as Escrow Agent.
Any refund or disbursement of Earnest Money under this Agreement shall be reduced by the
amount of unpaid expenses incurred on behalf of the party receiving the Earnest Money, and
Escrow Agent shall pay the same to the creditors thereto. At Closing the Earnest Money shall be
credited to Buyer. Demands and notices required by this paragraph shall be in writing and
delivered by hand delivery or by certified mail, return receipt requested.
XIV.
"AS IS" SALE
A. BUYER EXPRESSLY ACKNOWLEDGES AND AGREES, AND
REPRESENTS AND WARRANTS TO SELLER, THAT BUYER IS PURCHASING THE
PROPERTY "AS -IS", AND "WITH ALL FAULTS", AFTER SUCH INSPECTION,
ANALYSIS, EXAMINATION AND INVESTIGATION BUYER DESIRES TO MAKE
AND EXPRESSLY WITHOUT SELLER'S COVENANT, WARRANTY OR
REPRESENTATION AS TO PHYSICAL CONDITION, TITLE, LEASES, RENTS,
REVENUES, INCOME, EXPENSES, OPERATION, ACCESS, ZONING OR OTHER
REGULATION, COMPLIANCE WITH LAW, SUITABILITY FOR PARTICULAR
PURPOSES OR ANY OTHER MATTER WHATSOEVER SELLER HAS NO
OBLIGATION TO MAKE REPAIRS, REPLACEMENTS OR IMPROVEMENTS TO
THE PROPERTY, OR TO PAY ANY FEES, COSTS OR EXPENSES RELATED TO
THE PROPERTY. BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS
NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS
ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS,
AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER,
WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR
FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE OF
THE PROPERTY; (B) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL
ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON, INCLUDING
27SM33 s1-aozo
1362"18e aMWI9 -9-
THE POSSIBILITIES FOR DEVELOPMENT OF THE PROPERTY; (C) THE
HABITABILITY, MARKETABILITY, MERCHANTABILITY, PROFITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (D) THE MANNER,
QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; (E) THE
NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING WITHOUT
LIMITATION, SOILS AND GEOLOGY; (F) THE COMPLIANCE OF OR BY THE
PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR
REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY;
(G) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR
LAND USE LAWS, RULES, REGULATION, ORDERS OR REQUIREMENTS; (H) THE
PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR
ADJACENT TO THE PROPERTY; (I) THE CONTENT, COMPLETENESS OR
ACCURACY OF ANY PROPERTY DOCUMENTS OR INFORMATION PROVIDED BY
SELLER; (J) THE CONFORMITY OF THE PROPERTY TO PAST, CURRENT OR
FUTURE APPLICABLE ZONING OR BUILDING REQUIREMENTS; OR (K) ANY
OTHER MATTER CONCERNING THE PROPERTY. BUYER FURTHER
ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE
OPPORTUNITY TO INSPECT THE PROPERTY AND HAVING OBTAINED AND
EXAMINED SUCH INFORMATION AND DOCUMENTATION AFFECTING THE
PROPERTY AS BUYER HAS DEEMED NECESSARY OR APPROPRIATE, BUYER IS
RELYING SOLELY ON ITS OWN INVESTIGATIONS AND REVIEW, AND NOT ON
ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. AT THE
CLOSING BUYER SHALL HAVE INDEPENDENTLY CONFIRMED TO ITS
SATISFACTION ALL INFORMATION THAT IT CONSIDERS MATERIAL TO ITS
PURCHASE OF THE PROPERTY. BUYER ASSUMES ALL RISK OF DISCOVERING
AND UNDERSTANDING ALL FACTS AND CIRCUMSTANCES RELATING TO THE
PROPERTY. THIS PROVISION WILL SURVIVE THE CLOSING AND CONSTITUTE
MATERIAL CONSIDERATIONS FOR SELLER'S AGREEMENT TO SELL THE
PROPERTY TO BUYER.
B. UPON CLOSING, BUYER, ON BEHALF OF ITSELF, AND THE
BUYER'S REPRESENTATIVES FULLY, UNCONDITIONALLY, AND
IRREVOCABLY RELEASE SELLER AND ITS AFFILIATES, PARENTS, MANAGER,
OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, SUCCESSORS,
EMPLOYEES, AND ATTORNEYS (COLLECTIVELY, THE "INDEMNITEES") FROM
ANY AND ALL CLAIMS THAT BUYER OR ANY OF BUYER'S REPRESENTATIVES
MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST ANY OF THE
INDEMNITEES FOR ANY CLAIMS, DEMANDS, CONTROVERSIES, ACTIONS,
CAUSES OF ACTION, ACCOUNTINGS, SUITS, PROCEEDINGS, OBLIGATIONS,
LIABILITIES, FINES, PENALTIES, COSTS, EXPENSES, ATTORNEYS' FEES,
DAMAGES (COLLECTIVELY, "LIABILITIES") ARISING FROM OR RELATED TO
THE PROPERTY, OR ANY CONDITIONS EXISTING OR EVENTS OCCURRING ON,
IN OR ABOUT THE PROPERTY BEFORE OR AFTER THE CLOSING THAT ARISE
FROM THE CONDITION OF THE PROPERTY AT CLOSING , WHETHER KNOWN
OR UNKNOWN, SUSPECTED OR UNSUSPECTED, INCLUDING, WITHOUT
LIMITATION, ANY CONDITIONS, LATENT OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, ENVIRONMENTAL MATTERS AFFECTING THE
270033"7-0020
1362461BA a01l30fl9 -10-
PROPERTY OR ANY PORTION THEREOF. THIS PROVISION SHALL SURVIVE
THE CLOSING. THIS RELEASE INCLUDES CLAIMS OF WHICH BUYER IS
PRESENTLY UNAWARE OR WHICH BUYER DOES NOT PRESENTLY SUSPECT
TO EXIST WHICH, IF KNOWN BY BUYER, WOULD MATERIALLY AFFECT
BUYER'S RELEASE OF THE INDEMNITEES.
C. In making the releases set forth in this Article XIV, Buyer acknowledges that
there is a possibility that, subsequent to the execution of this Agreement, it will discover facts or
incur or suffer claims which were unknown or unsuspected at the time that this Agreement was
executed, and which if known by Buyer at that time may have materially affected its decisions to
execute this Agreement. Buyer agrees that the release set forth in this Agreement shall
constitute a full release in accordance with its terms of all claims, known or unknown, suspected
or unsuspected. Buyer acknowledges and agrees that this waiver is an essential and material
inducement to and consideration for Seller's execution of this Agreement.
XV.
ASSIGNMENT
Buyer shall not voluntarily or by operation of law assign or transfer any right, interest or
obligation hereunder without Seller's express prior written consent, which consent may be given
or withheld by Seller in its sole discretion. Subject to the foregoing, and without limiting the
restriction on assignment set forth above, each and all of the covenants and conditions of this
Agreement shall inure to the benefit of and shall be binding upon the respective heirs, executors,
administrators, successors and assigns of Buyer and Seller.
XVI.
NOTICES
All notices required to be given hereunder shall be given in writing in person or by
nationally recognized overnight delivery service, certified or registered mail, return receipt
requested or email at the respective addresses of the parties set forth herein or at such other
address as may be designated in writing by either party. Notice shall be deemed given upon
actual receipt or refusal thereof if delivered in person or by overnight delivery, three (3) days
after the date of mailing thereof if sent by certified or registered mail, or upon receipt of an e-
mail (as evidenced by a computer generated receipt confirming a successful transmission) to the
following addresses:
SELLER
TD REO Fund LLC
c/o Howard Grobstein, CRO of TD REO Fund, LLC
6300 Canoga Avenue, Suite 1500
Woodland Hills, CA 91367
Email: hgrobstein@gtfas.com
with a copy to:
27SM33987-MO
13624618.E a04130119
Lei Lei Wang Ekvall and Michael L. Simon
Smiley Wang-Ekvall, LLP
3200 Park Center Drive, Suite 250
Costa Mesa, CA 92626
Email: lekvall@swelawfirm.com and msimon@swelawfum.com
and to:
Roger Friedman and Tonissa Agajanian
Rutan & Tucker, LLP
611 Anton Boulevard, 14th Floor
Costa Mesa, CA 92626
Email: rfricdman@rutan.com and tagajanian@rutan.com
and to:
Kathy Bazoian Phelps
Diamond McCarthy LLP
1999 Avenue of the Stars, I I th Floor
Los Angeles, California 90067
Email: kphelps@diamondmccarthy.com
BUYER
City of Baytown
Attn: City Manager
2401 Market Street
Baytown, TX 77520
Email: ci manager(@ baytown.org
with a copy to:
John Hightower
OLSON & OLSON L.L.P.
Wortham Tower, Suite 600
2727 Allen Parkway
Houston, TX 77019
Email: JHightower@olsonllp.com
and to:
Ignacio Ramirez, Sr.
City Attorney
City of Baytown
2401 Market Street
Baytown, TX 77520
Email: legal@baytown.org
2780103M7-0020
136U618.4 MnO119 -12-
XVII.
FEDERAL TAX REQUIREMENTS
If Seller is a "foreign person" as defined by applicable law or if Seller fails to deliver an
affidavit that Seller is not a "foreign person" in the form attached hereto as Exhibit "C" ("Seller
FIRPTA Certificate"), then Buyer shall withhold from the sales proceeds an amount sufficient to
comply with the applicable tax law and deliver the same to the Internal Revenue Service together
with appropriate tax forms. IRS regulations require the filing of written reports if cash in excess
of specified amounts is received in the transaction.
XVIII.
USE
The intended use of the Property by Buyer is for municipal purposes ("Intended Use"). If
Buyer ascertains that applicable zoning ordinances, easements, restrictions or governmental
laws, rules or regulations prevent such Intended Use, and Buyer notifies Seller in writing prior to
the Contingency Deadline of Buyer's inability to use the Property as herein proposed, the
Agreement shall terminate and the Earnest Money shall be refunded to Buyer. Buyer's failure to
give the notice within the required time shall constitute Buyer's acceptance of the Property.
XIX.
NON -WAIVER
Failure of either party hereto to insist on the strict performance of any of the agreements
herein or to exercise any rights or remedies accruing thereunder upon default or failure of
performance shall not be considered a waiver of the right to insist on and to enforce by an
appropriate remedy, strict compliance with any other obligation hereunder to exercise any right
or remedy occurring as a result of any future default or failure of performance.
XX.
GOVERNING LAW
This Agreement shall in all respects be interpreted and construed in accordance with and
governed by the laws of the State of Texas and the City of Baytown, regardless of the place of its
execution or performance. The place of making and the place of performance for all purposes
shall be Baytown, Harris County, Texas.
XXI.
SEVERABILITY
All parties agree that should any provision of this Agreement be determined to be invalid
or unenforceable, such determination shall not affect any other term of this Agreement, which
shall continue in full force and effect.
XXII.
NO RIGHT TO ARBITRATION
279=9874020 -13-
13624618A &OW0119
Notwithstanding anything to the contrary contained in this Agreement, the Buyer and the
Seller hereby agree that no claim or dispute between the Buyer and the Seller arising out of or
relating to this Agreement shall be decided by any arbitration proceeding, including, without
limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any
applicable state arbitration statute, including, but not limited to, the Texas General Arbitration
Act, provided that in the event that Buyer or Seller is subjected to an arbitration proceeding with
respect to the Property notwithstanding this provision, Buyer and Seller, as applicable, consent to
be joined in the arbitration proceeding if such party's presence is required for complete relief to
be recorded in the arbitration proceeding.
XXIII.
COMPLETE AGREEMENT
This Agreement, together with that certain Conditional Settlement Agreement and
Mutual Release of even date herewith between Buyer and Seller ("Settlement A egrr ement"),
contains all the agreements of the parties relating to the subject matter hereof and is the full and
final expression of the agreement between the parties. This Agreement may not be modified,
changed, supplemented, superseded, canceled or terminated, except by written instrument signed
by the parties hereto.
XXIV.
AUTHORITY
The persons executing this Agreement on behalf of the parties hereby represent that such
persons have full authority to execute this Agreement and to bind the party he/she represents.
XXV.
INTENTIONALLY DELETED
XXVI.
NO RECORDATION
Seller and Buyer each agree that this Agreement shall not be recorded, and Buyer agrees
not to file any notice of pendency or lis pendens against the Property or any portion thereof in
connection herewith.
XXVII.
BROKERS
Seller represents to Buyer that it has not authorized any broker, finder or consultant to
represent it in this transaction and agrees to hold Buyer harmless and indemnify Buycr from and
against any and all Liabilities suffered or incurred by Buyer as a result of any claims by any
party claiming to have represented Seller as broker in connection with this Agreement. Buyer
represents to Seller that it has not authorized any broker, finder or consultant to represent it in
this transaction. This Section shall survive the Closing.
2790339874M -14-
IM24618.0 aM0/19
XXVIII.
TIME
Time is of the essence with respect to this Agreement. All periods of time referred to in
this Agreement shall include all Saturdays, Sundays and State or National holidays, unless the
period of time specifies business days; provided that if the date or last date to perform any act or
give any notice with respect to this Agreement shall fall on a day that is not a business day, such
act or notice may be timely performed or given on the next succeeding business day. As used
herein, "business day" shall mean any day other than a Saturday, Sunday, or any federal or state
of Texas holiday.
[Signatures Follow]
278"33"7.0020 -15-
13624618.4 M00119
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of which shall be deemed to be an original, but all of which shall constitute but one
and the same Agreement on the A day of M 6- , 2019, the date of execution
by the Seller.
ATTEST:
21
BUYER:
CITY OF BAYTOVl/N, TEXAS
RIC AR . DAVIS, City Manager
eArro��
APPROVED AS TO FORM:
� 1
_ OF I
GNACIO RAMIREZ, SR Ity Attorney
SELLER:
I D REO FUND, LLC, a-&kl•' ornia limited liability
company
r
BY:
Si ature
Printed Name
NO -ru REo FLIUDI t,LC
Title
2780 033987.0020
13624613 4 44130 19 -16-
AGREEMENT OF ESCROW AGENT
The undersigned has executed this Agreement to confirm its agreement to act in accordance with
the provisions hereof. The Effective Date of this Agreement is , 2019.
CHICAGO TITLE COMPANY
By:
Name:
Title:
2780j033987.0020 _ 17_
13624618 4 a0U30119
Exhibit "A"
LEGAL DESCRIPTION OF THE PROPERTY
FIELD NOTES OF AN 8.9776 ACRE TRACT OF LAND SITUATED IN THE HARVEY
WHITING SURVEY, ABSTRACT 840, HARRIS COUNTY, TEXAS AND BEING OUT OF
THE RESIDUE OF THAT CERTAIN CALLED 10.08 ACRE TRACT CONVEYED BY SAN
JACINTO MEMORIAL HOSPITAL TO SAN JACINTO METHODIST HOSPITAL BY DEED
DATED MAY 13, 1963 AND RECORDED IN VOLUME 5122 AT PAGE 523 OF THE DEED
RECORDS OF HARRIS COUNTY, TEXAS; ALL OF THAT CERTAIN 0.268 OF AN ACRE
TRACT OF LAND CONVEYED BY THE CITY OF BAYTOWN TO SAN JACINTO
METHODIST HOSPITAL BY DEED DATED APRIL 21, 1976 AND RECORDED UNDER
COUNTY CLERK'S FILE NO. E741885 OF THE DEED RECORDS OF HARRIS COUNTY,
TEXAS; OUT OF AND A PART OF THAT CERTAIN 0.3492 OF AN ACRE TRACT OF
LAND CONVEYED BY THE CITY OF BAYTOWN TO SAN JACINTO METHODIST
HOSPITAL BY DEED DATED OCTOBER 6, 1977 AND RECORDED UNDER COUNTY
CLERKS FILE NO. F326994 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS,
AND PART OF THAT CERTAIN LAND BEING LOTS l THROUGH 5, BLOCK 1 AND
LOTS 1 THROUGH 5, BLOCK 2 OF PRUETT ESTATES SUBDIVISION NO. 1 AS
RECORDED IN VOLUME 27 AT PAGE 15 OF THE MAP RECORDS OF HARRIS
COUNTY, TEXAS. SAID PRUETT ESTATES LOTS HAVING BEEN CONVEYED BY
ROLLAND J. PRUETT TO SAN JACINTO METHODIST HOSPITAL BY DEED DATED
MARCH 25, 1976 AND RECORDED UNDER COUNTY CLERK'S FILE NO. E717856 OF
THE DEED RECORDS OF HARRIS COUNTY, TEXAS. THIS 8.9776 ACRE TRACT OF
LAND IS MORE PARTICULARLY DESCRIBED BY THE FOLLOWING METES AND
BOUNDS, TO -WIT:
NOTE: ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL COORDINATES
REFER TO THE STATE PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE, NAD
83. ALL DISTANCES ARE ACTUAL DISTANCES. SCALE FACTOR=0.9998832.
REFERENCE IS MADE TO THE PLAT OF EVEN DATE ACCOMPANYING THIS METES
AND BOUNDS DESCRIPTION.
BEGINNING AT A 2 INCH IRON PIPE FOUND IN THE SOUTHWEST RIGHT-OF-WAY
LINE OF DECKER DRIVE (80 FEET WIDE RIGHT-OF-WAY) AT THE SOUTHEAST
CORNER OF THAT CERTAIN TRACT OF LAND CONVEYED BY GEORGE CHANDLER
AND WIFE, FREDA CHANDLER, TO JAMES P. HUTCHISON, AND A.J. BUSCH, III BY
DEED DATED MARCH 16, 1995 AND RECORDED UNDER COUNTY CLERK'S FILE NO.
R314532 OF THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF HARRIS
COUNTY, TEXAS. SAID POINT BEING THE NORTHEAST CORNER OF THE
HERETOFORE MENTIONED CALLED 10.08 ACRE TRACT AND BEING THE
NORTHEAST CORNER AND POINT OF BEGINNING OF THIS TRACT. SAID
BEGINNING POINT HAVING A STATE PLANE COORDINATE VALUE OF
N=13,838,109.4290 AND E=3,243,945.8770.
2780133991-4020
13624618.4604130119
THENCE: SOUTH 40°12'21" EAST ALONG THE NORTHERNMOST EAST LINE OF THIS
TRACT, THE EAST LINE OF SAID "CALLED" 10.08 ACRES AND THE SOUTHWEST
RIGHT-OF-WAY LINE OF DECKER DRIVE FOR A DISTANCE OF 771.68 FEET TO A V2
INCH IRON ROD FOUND AT THE INTERSECTION OF SAID LINE WITH THE NORTH
RIGHT-OF-WAY LINE OF WEST STERLING STREET (60 FEET WIDE RIGHT-OF-WAY)
FOR THE SOUTHEAST CORNER OF THE RESIDUE OF SAID CALLED 10.08 ACRES
AND THE EASTERNMOST SOUTHEAST CORNER OF THIS TRACT.
THENCE: NORTH 84°22'28" WEST ALONG THE EASTERNMOST SOUTH LINE OF THIS
TRACT, THE SOUTH LINE OF THE RESIDUE OF SAID CALLED 10.08 ACRES AND THE
NORTH RIGHT-OF-WAY LINE OF SAID WEST STERLING STREET FOR A DISTANCE
OF 441.09 FEET TO A INCH IRON ROD FOUND FOR AN INTERIOR CORNER OF THIS
TRACT, THE NORTHWEST CORNER OF SAID WEST STERLING STREET AND THE
NORTHEAST CORNER OF THE HERETOFORE MENTIONED 0.268 OF AN ACRE
TRACT.
THENCE: SOUTH 05°37'32" WEST ALONG AN INTERIOR EAST LINE OF THIS TRACT,
AN INTERIOR EAST LINE OF SAID CALLED 10.08 ACRE TRACT, THE EAST LINE OF
SAID 0.268 OF AN ACRE TRACT, THE WEST LINE OF SAID WEST STERLING STREET,
THE WEST LINE OF THAT CERTAIN 0.245 OF AN ACRE TRACT CONVEYED BY SAN
JACINTO METHODIST HOSPITAL TO THE CITY OF BAYTOWN BY DEED DATED
APRIL 22, 1976 AND RECORDED UNDER COUNTY CLERKS FILE NO. E743459 OF THE
DEED RECORDS OF HARRIS COUNTY, TEXAS, AND OVER AND ACROSS SAID LOTS
1 THROUGH 5, BLOCK 2 OF SAID PRUETT ESTATES, AT 300.00 FEET PASS A '/2 INCH
IRON ROD, WITH CAP, FOUND IN THE SOUTH LINE OF LOT 4, NORTH LINE OF LOT
5, BLOCK 2 OF SAID PRUETT ESTATES FOR THE WESTERNMOST SOUTHWEST
CORNER OF SAID 0.245 OF AN ACRE TRACT, AND AN INTERIOR CORNER OF SAID
CALLED 10.08 ACRE TRACT, FOR A TOTAL DISTANCE OF 385.27 FEET TO A POINT
IN THE NORTH RIGHT-OF-WAY LINE OF WEST TEXAS AVENUE (60 FEET WIDE
RIGHT-OF-WAY) AND THE SOUTH LINE OF SAID LOT 5, BLOCK 2, FOR THE
SOUTHERNMOST SOUTHEAST CORNER OF THIS TRACT, FROM WHICH A %2 INCH
IRON ROD, WITH CAP, FOUND FOR THE SOUTHERNMOST SOUTHEAST CORNER OF
SAID CALLED 10.08 ACRE TRACT AND THE SOUTHERNMOST SOUTHWEST
CORNER OF SAID 0.245 OF AN ACRE TRACT, BEARS SOUTH 71012-28" EAST, 10.27
FEET.
THENCE: NORTH 71°12'28" WEST ALONG THE SOUTHERNMOST SOUTH LINE OF
THIS TRACT, THE NORTH RIGHT-OF-WAY LINE OF SAID WEST TEXAS AVENUE,
THE SOUTH LINE OF LOT 5, BLOCK 2, AND THE SOUTH LINE OF SAID 0.3492 OF AN
ACRE FOR A DISTANCE OF 94.80 FEET TO AN "X" SET IN CONCRETE FOR THE
BEGINNING POINT OF A CURVE TO THE LEFT, CONCAVE SOUTHWESTERLY.
THENCE: ALONG AND AROUND SAID CURVE TO THE LEFT, IN A
NORTHWESTERLY DIRECTION, ALONG THE SOUTHERNMOST SOUTH LINE OF
THIS TRACT, THE SOUTH LINE OF SAID 0.3492 OF AN ACRE, THE SOUTH LINE OF
SAID LOT 5, BLOCK 1, AND THE NORTH RIGHT-OF-WAY LINE OF SAID WEST
TEXAS AVENUE, SAID CURVE HAVING A RADIUS OF 666.62 FEET, A CENTRAL
27801033M4020
13624618.4 s0i/10119 -2-
ANGLE OF 08049'07", AND A CHORD BEARING AND DISTANCE OF NORTH 75037101 "
WEST 102.50 FEET, FOR AN ARC LENGTH OF 102.60 FEET, TO A '/2 INCH IRON ROD
FOUND FOR THE TERMINATION POINT OF SAID CURVE, AT THE INTERSECTION OF
SAID LINE WITH THE EAST RIGHT-OF-WAY LINE OF PRICE STREET (50 FEET WIDE
RIGHT-OF-WAY) AS CONVEYED BY SAN JACINTO METHODIST HOSPITAL TO THE
CITY OF BAYTOWN BY DEED RECORDED UNDER COUNTY CLERK'S FILE NO.
F329915 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS. SAID POINT BEING
THE SOUTHERNMOST SOUTHWEST CORNER OF THIS TRACT.
THENCE: NORTH 05°22'32" EAST ALONG THE SOUTHERNMOST WEST LINE OF THIS
TRACT AND THE EAST RIGHT-OF-WAY LINE OF SAID PRICE STREET, OVER AND
ACROSS SAID LOTS 5 THROUGH 1, BLOCK 1 OF SAID PRUETT ESTATES, FOR A
DISTANCE OF 288.07 FEET TO A %: INCH IRON ROD, WITH CAP, SET IN THE NORTH
LINE OF SAID LOT 1, BLOCK 1, FOR AN ANGLE POINT IN SAID LINE AT THE
SOUTHWEST CORNER OF SAID 0.268 OF AN ACRE TRACT.
THENCE: NORTH 0503732" EAST ALONG THE SOUTHERNMOST WEST LINE OF THIS
TRACT, THE WEST LINE OF SAID 0.268 OF AN ACRE AND THE EAST LINE OF SAID
PRICE STREET FOR A DISTANCE OF 60.00 FEET TO A V2 INCH IRON ROD FOUND IN
THE SOUTH LINE OF THE RESIDUE OF SAID CALLED 10.08 ACRES FOR AN
INTERIOR CORNER OF THIS TRACT, THE NORTHWEST CORNER OF SAID 0.268 OF
AN ACRE AND THE NORTHEAST CORNER OF SAID PRICE STREET.
THENCE: NORTH 84°22'28" WEST ALONG AN INTERIOR SOUTH LINE OF THIS
TRACT, THE NORTH LINE OF SAID PRICE STREET AND THE SOUTH LINE OF THE
RESIDUE OF SAID CALLED 10.08 ACRES FOR A DISTANCE OF 133.47 FEET TO A '/2
INCH IRON ROD FOUND FOR AN INTERIOR CORNER OF THIS TRACT AT THE
NORTHWEST CORNER OF SAID PRICE STREET.
THENCE: SOUTH 05°3732" WEST ALONG AN INTERIOR LINE OF THIS TRACT AND
THE NORTHERNMOST WEST LINE OF SAID PRICE STREET FOR A DISTANCE OF
10.63 FEET TO A '/2 INCH IRON ROD FOUND FOR AN EXTERIOR CORNER OF THIS
TRACT AND THE NORTHEAST CORNER OF THAT CERTAIN 0.069 OF AN ACRE
(TRACT 1) CONVEYED BY SAN JACINTO METHODIST HOSPITAL TO THE CITY OF
BAYTOWN BY DEED DATED APRIL 22, 1976 AND RECORDED UNDER COUNTY
CLERK'S FILE NO. E743459 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS.
SAID POINT BEING IN A CURVE TO THE LEFT, CONCAVE SOUTHERLY.
THENCE: ALONG AND AROUND SAID CURVE TO THE LEFT, IN A WESTERLY
DIRECTION, ALONG THE WESTERNMOST SOUTH LINE OF THIS TRACT, THE SOUTH
LINE OF THE RESIDUE OF SAID CALLED 10.08 ACRES, AND THE NORTH LINE OF
SAID 0.069 OF AN ACRE TRACT OF LAND, SAID CURVE HAVING A RADIUS 1409.00
FEET, A CENTRAL ANGLE OF 02*39-09", AND A CHORD BEARING AND DISTANCE
OF NORTH 85042'03" WEST 65.23 FEET, FOR AN ARC LENGTH OF 65.23 FEET 'CO A %z
INCH IRON ROD, WITH CAP, SET FOR THE WESTERNMOST SOUTHWEST CORNER
OF THIS TRACT AND THE SOUTHEAST CORNER OF THAT CERTAIN 1.700 ACRE
TRACT CONVEYED BY SAN JACINTO METHODIST HOSPITAL TO COMMUNITIES
2780/0339 -MO _3-
13624618A 40OW19
FOUNDATION OF TEXAS FOR THE GOOSE CREEK STREAM DEVELOPMENT FUND
BY DEED DATED AUGUST 26, 1992 AND RECORDED UNDER COUNTY CLERKS FILE
NO. N837728 OF THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF HARRIS
COUNTY, TEXAS.
THENCE: ALONG AND WITH THE NORTHERNMOST WEST LINE OF THIS TRACT,
THE WEST LINE OF THE RESIDUE OF SAID CALLED 10.08 ACRES AND THE EAST
LINE OF SAID 1.700 ACRES AS FOLLOWS:
NORTH 11006'49" EAST A DISTANCE OF 83.20 FEET TO A % INCH IRON ROD, SET.
NORTH 39013'16" WEST A DISTANCE OF 101.56 FEET TO AN "X" IN CONCRETE, SET.
NORTH 40013'03" WEST A DISTANCE OF 101.34 FEET TO AN "X" IN CONCRETE, SET.
NORTH 30052'06" EAST A DISTANCE OF 175.95 FEET TO A RAILROAD SPIKE, SET.
NORTH 49°58'57" EAST A DISTANCE OF 118.08 FEET TO AN "X" IN CONCRETE, SET.
THENCE: NORTH 17°21'27" WEST ALONG THE NORTHERNMOST WEST LINE OF
THIS TRACT, THE WEST LINE OF THE RESIDUE OF SAID CALLED 10.08 ACRES AND
THE EAST LINE OF SAID 1.700 ACRES FOR A DISTANCE OF 42.02 FEET TO A '/21NCH
IRON ROD, WITH CAP, FOUND IN THE NORTH LINE OF THE RESIDUE OF SAID
CALLED 10.08 ACRES AT THE SOUTHEAST CORNER OF THAT CERTAIN TRACT OF
LAND DESCRIBED IN EXHIBIT "D" CONVEYED BY COMMUNITIES FOUNDATION OF
TEXAS, INC. FOR THE GOOSE CREEK STREAM DEVELOPMENT FUND TO THE CITY
OF BAYTOWN BY DEED DATED JULY 19, 1993 AND RECORDED UNDER COUNTY
CLERK'S FILE NO. P374067 OF THE OFFICIAL PUBLIC RECORDS OF REAL
PROPERTY OF HARRIS COUNTY, TEXAS, THE SOUTHWEST CORNER OF THE
RESIDUE OF SAID TRACT CONVEYED BY CHANDLER TO HUTCHISON AND BUSCH,
AND THE NORTHWEST CORNER OF THIS TRACT.
THENCE: NORTH 8605709" EAST ALONG THE NORTH LINE OF THIS TRACT, THE
NORTH LINE OF SAID CALLED 10.08 ACRES AND THE SOUTH LINE OF SAID
HUTCHISON AND BUSCH TRACT FOR A DISTANCE OF 279.50 FEET TO THE PLACE
OF BEGINNING AND CONTAINING WITHIN THESE BOUNDARIES 8.9776 ACRES OF
LAND.
21801033987.0020
13624618.4 a0U30/19
Exhibit "B"
FORM OF DEED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION
FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC
RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE
NUMBER.
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF HARRIS §
DEED WITHOUT WARRANTY
THAT GRANTOR TD REO FUND, LLC, a California limited liability company
and the owner of the below -described property for and in consideration of the sum of TEN AND
NO/100 DOLLARS ($10.00) and other good and valuable consideration paid by the GRANTEE
herein named, the receipt and sufficiency of which are hereby acknowledged and confessed, have
GRANTED, SOLD and CONVEYED and by these presents do hereby GRANT, SELL and
CONVEY unto the GRANTEE, CITY OF BAYTOWN, a municipal corporation located in Harris
and Chambers Counties, Texas, its successors and assigns, the tract of real property located in
Harris County, Texas, which is more particularly described in Exhibit "A," which is attached
hereto and incorporated herein for all intents and purposes.
GRANTOR excludes and excepts any warranties, express or implied, regarding the
Property, including, without limitation, any warranties arising by common law or Section 5.023 of
the Property Code or its successor.
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances belonging in any way to the Property, subject to the provisions stated above, to
Grantee, its successors and assigns forever, without warranty of any kind.
EXECUTED this the day of , 2019.
GRANTOR: TD REO FUND, LLC,
a California limited liability company.
2790/033987-0020
13624618.4 a04/30/19
(Signature)
(Printed Name)
A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On , before me,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
1 certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
My commission expires:
GRANTORS' ADDRESS:
TD REO FUND, LLC
ATTN: WILLIAM JORDAN
23046 AVENIDA DE LA CARLOTA, SUITE 150
LAGUNA HILLS, CA 92653
RETURN TO GRANTEE:
CITY OF BAYTOWN
OFFICE OF THE CITY CLERK
P.O. BOX 424
BAYTOWN, TEXAS 77522-0424
2180/033997-0020
13624618.4 a04/30/19 -2-
Exhibit I to Deed Without Warranty
Legal Description
FIELD NOTES OF AN 8.9776 ACRE TRACT OF LAND SITUATED IN THE HARVEY
WHITING SURVEY, ABSTRACT 840, HARRIS COUNTY, TEXAS AND BEING OUT OF
THE RESIDUE OF THAT CERTAIN CALLED 10.08 ACRE TRACT CONVEYED BY SAN
JACINTO MEMORIAL HOSPITAL TO SAN JACINTO METHODIST HOSPITAL BY DEED
DATED MAY 13, 1963 AND RECORDED IN VOLUME 5122 AT PAGE 523 OF THE DEED
RECORDS OF HARRIS COUNTY, TEXAS; ALL OF THAT CERTAIN 0.268 OF AN ACRE
TRACT OF LAND CONVEYED BY THE CITY OF BAYTOWN TO SAN JACINTO
METHODIST HOSPITAL BY DEED DATED APRIL 21, 1976 AND RECORDED UNDER
COUNTY CLERK'S FILE NO. E741885 OF THE DEED RECORDS OF HARRIS COUNTY,
TEXAS; OUT OF AND A PART OF THAT CERTAIN 0.3492 OF AN ACRE TRACT OF LAND
CONVEYED BY THE CITY OF BAYTOWN TO SAN JACINTO METHODIST HOSPITAL
BY DEED DATED OCTOBER 6, 1977 AND RECORDED UNDER COUNTY CLERKS FILE
NO. F326994 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS, AND PART OF
THAT CERTAIN LAND BEING LOTS I THROUGH 5, BLOCK l AND LOTS 1 THROUGH
5, BLOCK 2 OF PRUETT ESTATES SUBDIVISION NO. 1 AS RECORDED IN VOLUME 27
AT PAGE 15 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS. SAID PRUETT
ESTATES LOTS HAVING BEEN CONVEYED BY ROLLAND J. PRUETT TO SAN JACINTO
METHODIST HOSPITAL BY DEED DATED MARCH 25, 1976 AND RECORDED UNDER
COUNTY CLERK'S FILE NO. E717856 OF THE DEED RECORDS OF HARRIS COUNTY,
TEXAS. THIS 8.9776 ACRE TRACT OF LAND IS MORE PARTICULARLY DESCRIBED BY
THE FOLLOWING METES AND BOUNDS, TO -WIT:
NOTE: ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL COORDINATES
REFER TO THE STATE PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE, NAD
83. ALL DISTANCES ARE ACTUAL DISTANCES. SCALE FACTOR=0.9998832.
REFERENCE 1S MADE TO THE PLAT OF EVEN DATE ACCOMPANYING THIS METES
AND BOUNDS DESCRIPTION.
BEGINNING AT A 2 INCH IRON PIPE FOUND IN THE SOUTHWEST RIGHT-OF-WAY
LINE OF DECKER DRIVE (80 FEET WIDE RIGHT-OF-WAY) AT THE SOUTHEAST
CORNER OF THAT CERTAIN TRACT OF LAND CONVEYED BY GEORGE CHANDLER
AND WIFE, FREDA CHANDLER, TO JAMES P. HUTCHISON, AND A.J. BUSCH, III BY
DEED DATED MARCH 16, 1995 AND RECORDED UNDER COUNTY CLERK'S FILE NO.
R314532 OF THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF HARRIS
COUNTY, TEXAS. SAID POINT BEING THE NORTHEAST CORNER OF THE
HERETOFORE MENTIONED CALLED 10.08 ACRE TRACT AND BEING THE
NORTHEAST CORNER AND POINT OF BEGINNING OF THIS TRACT. SAID BEGINNING
POINT HAVING A STATE PLANE COORDINATE VALUE OF N=13,838,109.4290 AND
E=3,243,945.8770.
THENCE: SOUTH 40°12'21" EAST ALONG THE NORTHERNMOST EAST LINE OF THIS
TRACT, THE EAST LINE OF SAID "CALLED" 10.08 ACRES AND THE SOUTHWEST
RIGHT-OF-WAY LINE OF DECKER DRIVE FOR A DISTANCE OF 771.68 FEET TO A Y2
2780l033997-0020
13624618.4 e04/30/19 -3 -
INCH IRON ROD FOUND AT THE INTERSECTION OF SAID LINE WITH THE NORTH
RIGHT-OF-WAY LINE OF WEST STERLING STREET (60 FEET WIDE RIGHT-OF-WAY)
FOR THE SOUTHEAST CORNER OF THE RESIDUE OF SAID CALLED 10.08 ACRES AND
THE EASTERNMOST SOUTHEAST CORNER OF THIS TRACT.
THENCE: NORTH 84°22'28" WEST ALONG THE EASTERNMOST SOUTH LINE OF THIS
TRACT, THE SOUTH LINE OF THE RESIDUE OF SAID CALLED 10.08 ACRES AND THE
NORTH RIGHT-OF-WAY LINE OF SAID WEST STERLING STREET FOR A DISTANCE
OF 441.09 FEET TO A INCH IRON ROD FOUND FOR AN INTERIOR CORNER OF THIS
TRACT, THE NORTHWEST CORNER OF SAID WEST STERLING STREET AND THE
NORTHEAST CORNER OF THE HERETOFORE MENTIONED 0.268 OF AN ACRE TRACT.
THENCE: SOUTH 05°37'32" WEST ALONG AN INTERIOR EAST LINE OF THIS TRACT,
AN INTERIOR EAST LINE OF SAID CALLED 10.08 ACRE TRACT, THE EAST LINE OF
SAID 0.268 OF AN ACRE TRACT, THE WEST LINE OF SAID WEST STERLING STREET,
THE WEST LINE OF THAT CERTAIN 0.245 OF AN ACRE TRACT CONVEYED BY SAN
JACINTO METHODIST HOSPITAL TO THE CITY OF BAYTOWN BY DEED DATED
APRIL 22, 1976 AND RECORDED UNDER COUNTY CLERKS FILE NO. E743459 OF THE
DEED RECORDS OF HARRIS COUNTY, TEXAS, AND OVER AND ACROSS SAID LOTS
I THROUGH 5, BLOCK 2 OF SAID PRUETT ESTATES, AT 300.00 FEET PASS A '/2 INCH
IRON ROD, WITH CAP, FOUND IN THE SOUTH LINE OF LOT 4, NORTH LINE OF LOT 5,
BLOCK 2 OF SAID PRUETT ESTATES FOR THE WESTERNMOST SOUTHWEST CORNER
OF SAID 0.245 OF AN ACRE TRACT, AND AN INTERIOR CORNER OF SAID CALLED
10.08 ACRE TRACT, FOR A TOTAL DISTANCE OF 385.27 FEET TO A POINT IN THE
NORTH RIGHT-OF-WAY LINE OF WEST TEXAS AVENUE (60 FEET WIDE RIGHT-OF-
WAY) AND THE SOUTH LINE OF SAID LOT 5, BLOCK 2, FOR THE SOUTHERNMOST
SOUTHEAST CORNER OF THIS TRACT, FROM WHICH A 'h INCH IRON ROD, WITH
CAP, FOUND FOR THE SOUTHERNMOST SOUTHEAST CORNER OF SAID CALLED
10.08 ACRE TRACT AND THE SOUTHERNMOST SOUTHWEST CORNER OF SAID 0.245
OF AN ACRE TRACT, BEARS SOUTH 71 ° 12'28" EAST, 10.27 FEET.
THENCE: NORTH 71 ° 12'28" WEST ALONG THE SOUTHERNMOST SOUTH LINE OF THIS
TRACT, THE NORTH RIGHT-OF-WAY LINE OF SAID WEST TEXAS AVENUE, THE
SOUTH LINE OF LOT 5, BLOCK 2, AND THE SOUTH LINE OF SAID 0.3492 OF AN ACRE
FOR A DISTANCE OF 94.80 FEET TO AN "X" SET IN CONCRETE FOR THE BEGINNING
POINT OF A CURVE TO THE LEFT, CONCAVE SOUTHWESTERLY.
THENCE: ALONG AND AROUND SAID CURVE TO THE LEFT, IN A NORTHWESTERLY
DIRECTION, ALONG THE SOUTHERNMOST SOUTH LINE OF THIS TRACT, THE SOUTH
LINE OF SAID 0.3492 OF AN ACRE, THE SOUTH LINE OF SAID LOT 5, BLOCK 1, AND
THE NORTH RIGHT-OF-WAY LINE OF SAID WEST TEXAS AVENUE, SAID CURVE
HAVING A RADIUS OF 666.62 FEET, A CENTRAL ANGLE OF 08-49-07", AND A CHORD
BEARING AND DISTANCE OF NORTH 75037'01" WEST 102.50 FEET, FOR AN ARC
LENGTH OF 102.60 FEET, TO A %2 INCH IRON ROD FOUND FOR THE TERMINATION
POINT OF SAID CURVE, AT THE INTERSECTION OF SAID LINE WITH THE EAST
RIGHT-OF-WAY LINE OF PRICE STREET (50 FEET WIDE RIGHT-OF-WAY) AS
CONVEYED BY SAN JACINTO METHODIST HOSPITAL TO THE CITY OF BAYTOWN
27E0ro33987.0020
136246►8.4 aWn0n9 -4-
BY DEED RECORDED UNDER COUNTY CLERK'S FILE NO. F329915 OF THE DEED
RECORDS OF HARRIS COUNTY. TEXAS. SAID POINT BEING THE SOUTHERNMOST
SOUTHWEST CORNER OF THIS TRACT.
THENCE: NORTH 05°22'32" EAST ALONG THE SOUTHERNMOST WEST LINE OF THIS
TRACT AND THE EAST RIGHT-OF-WAY LINE OF SAID PRICE STREET, OVER AND
ACROSS SAID LOTS 5 THROUGH 1, BLOCK 1 OF SAID PRUETT ESTATES, FOR A
DISTANCE OF 288.07 FEET TO A %2 INCH IRON ROD, WITH CAP, SET IN THE NORTH
LINE OF SAID LOT 1, BLOCK 1, FOR AN ANGLE POINT IN SAID LINE AT THE
SOUTHWEST CORNER OF SAID 0.268 OF AN ACRE TRACT.
THENCE: NORTH 05°37'32" EAST ALONG THE SOUTHERNMOST WEST LINE OF THIS
TRACT, THE WEST LINE OF SAID 0.268 OF AN ACRE AND THE EAST LINE OF SAID
PRICE STREET FOR A DISTANCE OF 60.00 FEET TO A %2 INCH IRON ROD FOUND IN
THE SOUTH LINE OF THE RESIDUE OF SAID CALLED 10.08 ACRES FOR AN INTERIOR
CORNER OF THIS TRACT, THE NORTHWEST CORNER OF SAID 0.268 OF AN ACRE
AND THE NORTHEAST CORNER OF SAID PRICE STREET.
THENCE: NORTH 84°2228" WEST ALONG AN INTERIOR SOUTH LINE OF THIS TRACT,
THE NORTH LINE OF SAID PRICE STREET AND THE SOUTH LINE OF THE RESIDUE
OF SAID CALLED 10.08 ACRES FOR A DISTANCE OF 133.47 FEET TO A 'h INCH IRON
ROD FOUND FOR AN INTERIOR CORNER OF THIS TRACT AT THE NORTHWEST
CORNER OF SAID PRICE STREET.
THENCE: SOUTH 05°37'32" WEST ALONG AN INTERIOR LINE OF THIS TRACT AND
THE NORTHERNMOST WEST LINE OF SAID PRICE STREET FOR A DISTANCE OF 10.63
FEET TO A''/2 INCH IRON ROD FOUND FOR AN EXTERIOR CORNER OF THIS TRACT
AND THE NORTHEAST CORNER OF THAT CERTAIN 0.069 OF AN ACRE (TRACT 1)
CONVEYED BY SAN JACINTO METHODIST HOSPITAL TO THE CITY OF BAYTOWN
BY DEED DATED APRIL 22, 1976 AND RECORDED UNDER COUNTY CLERK'S FILE NO.
E743459 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS. SAID POINT BEING IN
A CURVE TO THE LEFT, CONCAVE SOUTHERLY.
THENCE: ALONG AND AROUND SAID CURVE TO THE LEFT, IN A WESTERLY
DIRECTION, ALONG THE WESTERNMOST SOUTH LINE OF THIS TRACT, THE SOUTH
LINE OF THE RESIDUE OF SAID CALLED 10.08 ACRES, AND THE NORTH LINE OF
SAID 0.069 OF AN ACRE TRACT OF LAND, SAID CURVE HAVING A RADIUS 1409.00
FEET, A CENTRAL ANGLE OF 02-39-09", AND A CHORD BEARING AND DISTANCE OF
NORTH 85042'03" WEST 65.23 FEET, FOR AN ARC LENGTH OF 65.23 FEET TO A Y21NCH
IRON ROD, WITH CAP, SET FOR THE WESTERNMOST SOUTHWEST CORNER OF THIS
TRACT AND THE SOUTHEAST CORNER OF THAT CERTAIN 1.700 ACRE TRACT
CONVEYED BY SAN JACINTO METHODIST HOSPITAL TO COMMUNITIES
FOUNDATION OF TEXAS FOR THE GOOSE CREEK STREAM DEVELOPMENT FUND
BY DEED DATED AUGUST 26, 1992 AND RECORDED UNDER COUNTY CLERKS FILE
NO. N837728 OF THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF HARRIS
COUNTY, TEXAS.
2790ro33987-0020
13624619.4 a04/30/19 -5 -
THENCE: ALONG AND WIT14 THE NORTHERNMOST WEST LINE OF THIS TRACT, THE
WEST LINE OF THE RESIDUE OF SAID CALLED 10.08 ACRES AND THE EAST LINE OF
SAID 1.700 ACRES AS FOLLOWS:
NORTH 11006'49" EAST A DISTANCE OF 83.20 FEET TO A %2 INCH IRON ROD, SET.
NORTH 39013'16" WEST A DISTANCE OF 101.56 FEET TO AN "X" IN CONCRETE, SET.
NORTH 40013'03" WEST A DISTANCE OF 101.34 FEET TO AN "X" IN CONCRETE, SET.
NORTH 30052'06" EAST A DISTANCE OF 175.95 FEET TO A RAILROAD SPIKE, SET.
NORTH 49058'57" EAST A DISTANCE OF 118.08 FEET TO AN "X" IN CONCRETE, SET.
THENCE: NORTH 17°21'27" WEST ALONG THE NORTHERNMOST WEST LINE OF THIS
TRACT, THE WEST LINE OF THE RESIDUE OF SAID CALLED 10.08 ACRES AND THE
EAST LINE OF SAID 1.700 ACRES FOR A DISTANCE OF 42.02 FEET TO A''/2 INCH IRON
ROD, WITH CAP, FOUND IN THE NORTH LINE OF THE RESIDUE OF SAID CALLED
10.08 ACRES AT THE SOUTHEAST CORNER OF THAT CERTAIN TRACT OF LAND
DESCRIBED IN EXHIBIT "D" CONVEYED BY COMMUNITIES FOUNDATION OF
TEXAS, INC. FOR THE GOOSE CREEK STREAM DEVELOPMENT FUND TO THE CITY
OF BAYTOWN BY DEED DATED JULY 19, 1993 AND RECORDED UNDER COUNTY
CLERK'S FILE NO. P374067 OF THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY
OF HARRIS COUNTY, TEXAS, THE SOUTHWEST CORNER OF THE RESIDUE OF SAID
TRACT CONVEYED BY CHANDLER TO HUTCHISON AND BUSCH, AND THE
NORTHWEST CORNER OF THIS TRACT.
THENCE: NORTH 86057'09" EAST ALONG THE NORTH LINE OF THIS TRACT, THE
NORTH LINE OF SAID CALLED 10.08 ACRES AND THE SOUTH LINE OF SAID
HUTCHISON AND BUSCH TRACT FOR A DISTANCE OF 279.50 FEET TO THE PLACE
OF BEGINNING AND CONTAINING WITHIN THESE BOUNDARIES 8.9776 ACRES OF
LAND.
27SOM33987-0020
13624619.4 a04/30/19 -6-
Exhibit "C"
SELLER FIRPTA CERTIFICATE
Section 1445 of the Internal Revenue Code provides that a transferee of a United States
real property interest must withhold tax if the transferor is a foreign person. To inform the
transferee that withholding of tax is not required upon the disposition of a United States real
property interest by TD REO FUND, LLC, a California limited liability company ("Seller"),
Seller certifies the following:
1. Seller is not a foreign corporation, foreign partnership, foreign trust, or foreign
estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); and
2. Seller's U.S. employer tax identification number is ; and
Seller's office address is:
4. Seller is not a disregarded entity as such term is defined in
Section 1.1445(2)(b)(2)(iii) of the Code.
Seller understands that this certification may be disclosed to the Internal Revenue Service
by transferee and that any false statement contained herein could be punished by fine,
imprisonment, or both.
Under penalty of perjury, 1 declare that 1 have examined this certificate and to the best of
my knowledge and belief, it is true, correct and complete and I further declare that I have authority
to sign this document on behalf of the Seller.
[Signature appears on following page]
27&01033987-0020
13756921.1 a05/24119
Dated:
SELLER:
TD REO FUND, LLC,
a California limited liability company
By:
Name:
Title:
2790/033997-0020
13756921.1 a0524119 -2-