Ordinance No. 2,323 soot
ORDINANCE NO. 2323
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF AN
EARNEST MONEY CONTRACT BETWEEN TEXAS WESLEYAN COLLEGE
FOR THE PURCHASE OF REAL ESTATE PROPERTY FOR THE BAYTOWN
AREA WATER AUTHORITY WATER TREATMENT FACILITIES; AND
PROVIDING FOR THE EFFECTIVE DATE HEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
BAYTOWN:
Section 1 : That the City Council of the City of
Baytown, Texas, hereby approves and authorizes the execution
of an earnest money contract between Texas Wesleyan College,
a Texas corporation , for the purchase of real estate property
for the Baytown Area Water Authority water treatment facilities.
A copy of the above referred to contract is attached hereto ,
marked Exhibit "A, " and made a part hereof for all intents
and purposes.
Section 2 : This ordinance shall take effect 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 on this day
of l 11�R7 l�} , 1977.
TOM GENTRY, Mayor
ATTEST:
E N P. ALL, Ci y Clerk
APPROVED:
7,%X0
at_
NEEL RIMXRDSON, City Attorney
8002
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Ly(
E X H I B I T "A"
�• 8003
SALES AGREEMENT
THE STATE OF TEXAS 0
COUNTY OF HARRIS 0
THIS SALES AGREEMENT made and entered into by and
between TEXAS WESLEYAN COLLEGE, A TEXAS CORPORATION (herein
called "Seller") , and BAYTOWN AREA WATER AUTHORITY, a
political subdivision of the State of Texas (herein called
"Purchaser") ,
W I TNESSETH:
I .
' Subject to the other terms and provisions hereof,
Seller agrees to sell and Purchaser agrees to purchase all
of the following described real property, together with any
improvements thereon , situated in Harris County, Texas:
(See Exhibit "A" )
Said tract also being outlined in red on Exhibit "B" attached
hereto. For convenience, said real property and any improvements
thereon will be herein called the "Subject Property" .
II .
Seller agrees to furnish, at Seller's expense, a
current "on-the-ground" survey of the Subject Property
prepared by a registered land surveyor acceptable to Seller
and Purchaser, and acceptable to the Title Company, as
hereinafter defined, u hich survey shall be furnished by
Seller within thirty (30) days after the date of this Sales
Agreement . Such surrey shall fix all exterior corners and
exterior boundary lines of the Subject Property (with all
such corners duly monumented on the ground) .
r
8004
Upon completion of the survey, Seller agrees to
furnish Purchaser at least two (2) copies of the Survey Plat
and the Certificate under the seal of the surveyor reflecting
(i) the matters set forth in the foregoing paragraph, (ii)
the metes and bounds description of the Subject Property,
and (iii) a certification of the number of acres contained
in the Subject Property (calculated to the thousandth of an
acre) .
With respect to the survey work required above,
Seller and Purchaser agree that an amount equal to the
number of acres certified by the surveyor to be in the
OWN
Subject Property in accordance with (iii) of the next preceding
paragraph, shall constitute the number of acres contained in
the Subject Property for the determination of the Total
Purchase Price for the Subject Property, as hereinafter
provided.
III .
The "Total Purchase Price" for the Subject Property
shall be the sum derived by multiplying $3,500. 00 by the
number of acres found to be contained in the Subject Property
as a result of said survey and as certified by such surveyor
in accordance with the provisions of Article II above, and
the Total Purchase Price shall be paid as follows:
(a) The amount of $2,000. 00 earnest money
in cash has been deposited with Stewart Title Company,
Houston, Texas (the "Title Company") , and at the
closing of this sale, if consummated, said earnest
money shall be applied on the Total Purchase Price.
(b) An additional sum of money equal to the
amount derived by subtracting said $2, 000. 00 earnest
money from the Total Purchase Price shall be paid by
Purchaser to Seller at the time the sale is closed.
IV.
Seller ' s title to the Subject Property and this
Sales Agreement are made 'subject to all validity existing
restrictions, covenants, conditions, rights-of-way, easements,
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8005
3
r
mineral reservations and royalty reservations, of record , if
any, affecting the Subject Property (the "Permitted Except-
ions") and the deed to be executed by Seller shall be expressly
made subject to the Permitted Exceptions.
V.
Seller agrees to use Seller's best efforts to
cause the Title Company to issue, within thirty (30) days
from the date hereof , a title report reflecting the status
of the title to the Subject Property. At the time of closing,
Seller shall pay the premium for and direct the Title Company
to furnish to Purchaser•, at Seller's expense, an owner's
(' title guaranty policy in the customary form in use in the
State of Texas in the face amount of the Total Purchase
Price. Said owner's title guaranty policy may be subject
to the usual printed exceptions contained in such policies,
to the Permitted Exceptions and to any matters waived by
Purchaser as hereinafter provided. Should Purchaser desire
to have the usual printed exception with regard to matters
which a correct survey would disclose deleted from said
policy, the premium cost and expense for such deletion shall
be borne solely by Purchaser.
In the event said title report is made subject to
title matters and requirements other than those permitted
l herein, or if the attorney for the Title Company determines
that other objections to Seller's title exist, Seller shall
have a reasonable time not to exceed thirty (30) days after
the date said title report or objections are delivered to
Seller within which to cure such matters; provided, however,
Seller shall have no obligation to cure such objections. If
at the end of such period any such title matters, requirements
or objections remain outstanding, this Sales Agreement shall
be terminated and the earnest money returned to Purchaser
ii
I
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8006
unless on or before ten (10) days after the expiration of
said thirty (30) day period Purchaser shall notify Seller
that Purchaser elects, at Purchaser's option, either to
waive the issuance of an owner' s title guaranty policy or to
accept a title guaranty policy subject to such outstanding
title matters, requirements or objections and to close the
purchase upon the execution and delivery of Seller' s deed
subject to the Permitted Exceptions and any matters waived
by Purchaser.
VI .
At closing, Seller shall be obligated to deliver
to Purchaser a special warranty deed containing a proper
legal description which shall convey the Subject Property
free of all encumbrances except for the Permitted Exceptions
and any matters waived by Purchaser. The metes and bounds
description of the Subject Property prepared by the surveyor
in accordance with Article II above shall be included in
said deed.
VII .
Seller agrees to deliver possession of the Subject
Property to Purchaser at the closing of this sale.
VIII .
Seller warrants that all taxes upon the Subject
Property are paid down to and including the year 1976.
Taxes for the year of closing shall be prorated as of the
date of closing of the sale.
IX.
Subject to the other terms, conditions and provisions
set forth herein, Seller and Purchaser agree that the closing
of the sale herein provided shall take place in the offices
of the Title Company on or before the first (1st) regular
business day following the expiration of ten (10) days after
Purchaser receives the title report provided for herein.
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8007
In the event that performance of this Sales Agreement
is tendered by Seller and such sale is not consummated
through default on the part of the Purchaser, then Seller
shall be entitled to the earnest money deposited with Seller
as liquidated damages for breach of this Sales Agreement on
the part of the Purchaser, and this Sales Agreement shall be
canceled without further liability on the part of either
party hereto, or Seller may elect to enforce specifically
this Sales Agreement . In the event that the sale is not
consummated, by reason of the inability of Seller to furnish
the title contemplated by this Sales Agreement , then Purchaser
shall be entitled to a return of the earnest money and this
Sales Agreement shall be canceled, unless Purchaser elects
to waive such title defects and complete such sale as above
provided. Should the sale herein contemplated not be completed
through default on the part of Seller, other than inability
to meet title requirements, then Purchaser, as Purchaser's
sole remedies, shall be entitled to return of the earnest
money or Purchaser may elect to enforce specifically this
Sales Agreement.
X.
No verbal or parol agreements pertaining to this
I
Sales Agreement shall be binding on Seller or Purchaser, the
entire agreement to be such as is written into this Sales
Agreement , and Seller and Purchaser hereby agree that each
has carefully read this instrument and that the same terms
herein set out are satisfactory. This Sales Agreement shall
not be altered, changed or amended except by instrument in
writing, signed by all the parties hereto.
iI
f
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I
'. saoa
XIMIN .
This Sales Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective . successors and legal representatives. This Sales
Agreement and the rights of the parties hereto are not
assignable without the prior written consent of all parties
hereto.
XII .
Seller and Purchaser agree and acknowledge that
time is of the essence in this Sales Agreement and that the
time periods provided for herein are basic parts of this
Sales Agreement and are not subject to extension unless upon
written agreement of the parties hereto.
XIII .
Any notice permitted or required to be given by
either party hereunder shall be given in writing and may be
effected by certified United States mail , return receipt
requested, properly addressed, postage prepaid, as follows:
(a) In the case of Seller , addressed to
Mr. W. M. Pearce , P. O. Box 3277, Fort Worth, Texas
76105, and
(b) In the case of Purchaser, addressed to
Purchaser at Baytown Area Water Authority, P. O. Box
424, Baytown, Texas 77520;
or to such other address of which notice was given. The
date and hour at which notice is deposited with a clerk of
the United States Postal Service shall fix the time of
provided, however , that personal delivery
giving such notice;
of notice shall always be sufficient .
IN VITNESS THEREOF, this Sales Agreement has been
ple copies on this 23rd day of September
executed in multi
1977 , and each executed copy shall be deemed an original for
all purposes.
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1 8009
i
(1971
TEXAS WESLEYAN COLLEGE
By _QixJtc�
President
"SELLER"
ATTEST:
Asst. ecretary
BAYTOWN AREA WATER AUTHORITY
By
ROBERT L. GILLETTE, President
"PURCHASER"
ATTEST:
PETER BUENZ, Secretary
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/ 8016
LOCKWOOD, ANDREWS 6 NEWNAM. INC_
ENGINEERS- PLANNERS
HOUSTON 1900 ST.JAMES PLACE
HOUSTON.TEXAS 77OSS
AUSTIN
OAPUS CHRISTI (713) 627-1200
JALLAS
VICTORIA
July 25, 1977
City of Baytown
P. 0. Box 424
Baytown, Texas 77520
Attention: tor. Fritz Lanham
Dear tor. Lanham:
As per your instructions we have prepared estimates for the additional
studies that were recommended in the Preliminary Engineering Report on
the Water Treatment Plant. These services may be performed under
Section IIB of our contract.
A brief description of the scope of these additional services is listed
below with its respective cost estimate.
1) An analysis of all existing storage and booster pumping facilities
to determine which can be utilized effectively. in the overall
water supply and distribution program to help meet peak hour demands
as well as helping to maintain adequate system pressures.
Estimated Cost: $5,400.
2) Planning of a control scheme which will centralize overall control
of Baytown's supply, storage, and distribution system in the new
surface water treatment plant.
Estimated Cost: $3,600.
3) A network analysis or Baytown's existing distribution system to
determine the adequacy of the system and expected system pressures
based on the combined operation of the new surface water treatment
plant and selected existing storage and booster pumping facilities.
The City will furnish a distribution system map showing node demands
for present and future conditions.
Estimated Cost: $10,000.
8010
EXHIBIT A TO THE SALES AGREEMENT
BETWEEN TEXAS WESLEYAN COLLEGE
AND BAYTOWN AREA WATER AUTHORITY
All that certain tract of land lying and being in
Harris County, Texas, a part of the Nathaniel Lynch Survey
which was conveyed to Texas Wesleyan College by Willard L.
Russell by deed dated May 15, 1968, recorded in the Deed
Records of Harris County, Texas in Volume 7364 at page 89,
less and except however a portion of said tract conveyed
by said Russell to Texas Wesleyan College which portion
was conveyed by Texas Wesleyan College to Coastal Industrial
Water Authority, and said portion comprising 18.96 acres,
with bearings referred to Texas Co-ordinate System, South
Central Zone) by metes and bounds as follows :
BEGINNING 'at a fence corner on the west side of Thompson
Road and in the south line of the Harris County Fresh Water
Supply District No. 1 tract (described in volume 2154, page
116, Deed Records Harris County) same being the northeast
corner of the above referred to 50 acre tract;
THENCE, South 860 05' West, with the south line of said
H.C.F.W.S.D. No. 1 tract, as fenced, a distance of 168.2 feet
to a 5/8" iron rod;
THENCE, South 470 40' West, with the northwest line of
said 50 acre tract, as fenced, a distance of 2, 799.9 feet to
a 5/8" iron rod set for the west corner of said tract;
THENCE, North 860 25 ' East, with the south line of said
50 acre tract, a distance of 509.0 feet to a 5/8" iron rod;
THENCE, North 470 50 ' East, a distance of 2,156.7 feet
to a 5/8" iron rod;
THENCE, North 43° 10 ' West, a distance of 124.0 feet
to a 5/8" iron rod at the beginning of a curve- to the right
whose radius is 814.0 feet;
THENCE, in a northeasterly direction along said curve,
a• distance of 270.0 feet (chord for curve bears North 560
20' East, 268. 7 feet) to a 5/8" iron rod at the end of said
curve, in the east line of said, 50 acre tract, as fenced,
and on the west side of Thompson Road;
THENCE, North 02 ° 28 ' West, with said east line as fenced
a distance of 178.1 feet to the place of beginning and contain-
ing 18.96 acres.
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SALES AGREEMENT
THE STATE OF TEXAS
COUNTY OF HARRIS
THIS SALES AGREEMENT made and entered into by and
between TEXAS WESLEYAN COLLEGE, A TEXAS CORPORATION (herein
called "Seller") , and BAYTOWN AREA WATER AUTHORITY, a
political subdivision of the State of Texas (herein called
"Purchaser") ,
W I T N E S S E T H:
I .
Subject to the other terms and provisions hereof ,
Seller agrees to sell and Purchaser agrees to purchase all
of the following described real property, together with any
improvements thereon, situated in Harris County, Texas:
(See Exhibit "A")
Said tract also being outlined in red on Exhibit "B" attached
hereto. For convenience, said real property and any improvements
thereon will be herein called the "Subject Property" .
II .
Seller agrees to furnish, at Seller' s expense, a
current "on-the-ground" survey of the Subject Property
prepared by a registered land surveyor acceptable to Seller
and Purchaser, and acceptable to the Title Company, as
hereinafter defined, which survey shall be furnished by
Seller within thirty (30) days after the date of this Sales
Agreement . Such survey shall fix all exterior corners and
exterior boundary lines of the Subject Property (with all
such corners duly monumented on the ground) .
Upon completion of the survey, Seller agrees to
furnish Purchaser at least two (2) copies of the Survey Plat
and the Certificate under the seal of the surveyor reflecting
(i) the matters set forth in the foregoing paragraph, ( ii)
the metes and bounds description of the Subject Property,
and (iii) a certification of the number of acres contained
in the Subject Property (calculated to the thousandth of an
acre) .
With respect to the survey work required above,
Seller and Purchaser agree that an amount equal to the
number of acres certified by the surveyor to be in the
Subject Property in accordance with (iii) of the next preceding
paragraph, shall constitute the number of acres contained in
the Subject Property for the determination of the Total
Purchase Price for the Subject Property, as hereinafter
provided.
III .
The "Total Purchase Price" for the Subject Property
shall be the sum derived by multiplying $3, 500. 00 by the
number of acres found to be contained in the Subject Property
as a result of said survey and as certified by such surveyor
in accordance with the provisions of Article II above, and
the Total Purchase Price shall be paid as follows :
(a) The amount of $2, 000. 00 earnest money
in cash has been deposited with Stewart Title Company,
Houston, Texas (the "Title Company") , and at the
closing of this sale, if consummated, said earnest
money shall be applied on the Total Purchase Price.
(b) An additional sum of money equal to the
amount derived by subtracting said $2, 000. 00 earnest
money from the Total Purchase Price shall be paid by
Purchaser to Seller at the time the sale is closed.
IV.
Seller ' s title to the Subject Property and this
Sales Agreement are made subject to all validity existing
restrictions, covenants, conditions, rights-of-way, easements,
-2-
mineral reservations and royalty reservations, of record, if
any, affecting the Subject Property (the "Permitted Except-
ions") and the deed to be executed by Seller shall be expressly
made subject to the Permitted Exceptions.
V.
Seller agrees to use Seller' s best efforts to
cause the Title Company to issue, within thirty (30) days
from the date hereof, a title report reflecting the status
of the title to the Subject Property. At the time of closing,
Seller shall pay the premium for and direct the Title Company
to furnish to Purchaser, at Seller' s expense, an owner ' s
title guaranty policy in the customary form in use in the
State of Texas in the face amount of the Total Purchase
Price. Said owner' s title guaranty policy may be subject
to the usual printed exceptions contained in such policies,
to the Permitted Exceptions and to any matters waived by
Purchaser as hereinafter provided. Should Purchaser desire
to have the usual printed exception with regard to matters
which a correct survey would disclose deleted from said
policy, the premium cost and expense for such deletion shall
be borne solely by Purchaser.
In the event said title report is made subject to
title matters and requirements other than those permitted
herein, or if the attorney for the Title Company determines
that other objections to Seller ' s title exist , Seller shall
have a reasonable time not to exceed thirty (30) days after
the date said title report or objections are delivered to
Seller within which to cure such matters; provided, however,
Seller shall have no obligation to cure such objections. If
at the end of such period any such title matters, requirements
or objections remain outstanding, this Sales Agreement shall
be terminated and the earnest money returned to Purchaser
-3-
unless on or before ten (10) days after the expiration of
said thirty (30) day period Purchaser shall notify Seller
that Purchaser elects, at Purchaser' s option, either to
waive the issuance of an owner ' s title guaranty policy or to
accept a title guaranty policy subject to such outstanding
title matters, requirements or objections and to close the
purchase upon the execution and delivery of Seller' s deed
subject to the Permitted Exceptions and any matters waived
by Purchaser.
VI .
At closing, Seller shall be obligated to deliver
to Purchaser a special warranty deed containing a proper
legal description which shall convey the Subject Property
free of all encumbrances except for the Permitted Exceptions
and any matters waived by Purchaser. The metes and bounds
description of the Subject Property prepared by the surveyor
in accordance with Article II above shall be included in
said deed.
VII .
Seller agrees to deliver possession of the Subject
Property to Purchaser at the closing of this sale.
VIII .
Seller warrants that all taxes upon the Subject
Property are paid down to and including the year 1976.
Taxes for the year of closing shall be prorated as of the
date of closing of the sale.
IX.
Subject to the other terms, conditions and provisions
set forth herein, Seller and Purchaser agree that the closing
of the sale herein provided shall take place in the offices
of the Title Company on or before the first (1st) regular
business day following the expiration of ten (10) days after
Purchaser receives the title report provided for herein.
-4-
In the event that performance of this Sales Agreement
is tendered by Seller and such sale is not consummated
through default on the part of the Purchaser, then Seller
shall be entitled to the earnest money deposited with Seller
as liquidated damages for breach of this Sales Agreement on
the part of the Purchaser, and this Sales Agreement shall be
canceled without further liability on the part of either
party hereto, or Seller may elect to enforce specifically
this Sales Agreement . In the event that the sale is not
consummated, by reason of the inability of Seller to furnish
the title contemplated by this Sales Agreement , then Purchaser
shall be entitled to a return of the earnest money and this
Sales Agreement shall be canceled, unless Purchaser elects
to waive such title defects and complete such sale as above
provided. Should the sale herein contemplated not be completed
through default on the part of Seller, other than inability
to meet title requirements, then Purchaser, as Purchaser' s
sole remedies, shall be entitled to return of the earnest
money or Purchaser may elect to enforce specifically this
Sales Agreement .
X.
No verbal or parol agreements pertaining to this
Sales Agreement shall be binding on Seller or Purchaser, the
entire agreement to be such as is written into this Sales
Agreement , and Seller and Purchaser hereby agree that each
has carefully read this instrument and that the same terms
herein set out are satisfactory. This Sales Agreement shall
not be altered, changed or amended except by instrument in
writing, signed by all the parties hereto.
-5-
XI .
This Sales Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors and legal representatives. This Sales
Agreement and the rights of the parties hereto are not
assignable without the prior written consent of all parties
hereto.
XII .
Seller and Purchaser agree and acknowledge that
time is of the essence in this Sales Agreement and that the
time periods provided for herein are basic parts of this
Sales Agreement and are not subject to extension unless upon
written agreement of the parties hereto.
XIII .
Any notice permitted or required to be given by
either party hereunder shall be given in writing and may be
effected by certified United States mail , return receipt
requested, properly addressed, postage prepaid, as follows :
(a) In the case of Seller , addressed to
Mr. W. M. Pearce, P. 0. Box 3277, Fort Worth, Texas
76105, and
(b) In the case of Purchaser, addressed to
Purchaser at Baytown Area Water Authority, P. 0. Box
424, Baytown, Texas 77520;
or to such other address of which notice was given. The
date and hour at which notice is deposited with a clerk of
the United States Postal Service shall fix the time of
giving such notice; provided, however, that personal delivery
of notice shall always be sufficient .
IN WITNESS WHEREOF, this Sales Agreement has been
executed in multiple copies on this 23rd day of September ,
1977, and each executed copy shall be deemed an original for
all purposes.
-6-
TEXAS WESLEYAN COLLEGE
Byy
President
"SELLER"
ATTEST:
Asst.-Secretary
BAYTOWN AREA WATER AUTHORITY
By
I . J. 8tJTRICK, Vice President
"PURCHASER"
ATTEST:
i
PETER BUENZ, Secritary
-7-
EXHIBIT A TO THE SALES AGREEMENT
BETWEEN TEXAS WESLEYAN COLLEGE
AND BAYTOWN AREA WATER AUTHORITY
All that certain tract of land lying and being in
Harris County, Texas, a part of the Nathaniel Lynch Survey
which was conveyed to Texas Wesleyan College by Willard L.
Russell by deed dated May 15, 1968, recorded in the Deed
Records of Harris County, Texas in Volume 7364 at page 89,
less and except however a portion of said tract conveyed
by said Russell to Texas Wesleyan College which portion
was conveyed by Texas Wesleyan College to Coastal Industrial
Water Authority, and said portion comprising 18.96 acres ,
with bearings referred to Texas Co-ordinate System, South
Central Zone) by metes and bounds as follows :
BEGINNING at a fence corner on the west side of Thompson
Road and in the south line of the Harris County Fresh Water
Supply District No. 1 tract (described in volume 2154, page
116, Deed Records Harris County) same being the northeast
corner of the above referred to 50 acre tract;
THENCE, South 860 05 ' West, with the south line of said
H.C.F.W.S.D. No. 1 tract, as fenced, a distance of 168.2 feet
to a 5/8" iron rod;
THENCE, South 470 40 ' West, with the northwest line of
said 50 acre tract, as fenced, a distance of 2, 799.9 feet to
a 5/8" iron rod set for the west corner of said tract;
THENCE, North 860 25 ' East, with the south line of said
50 acre tract, a distance of 509.0 feet to a 5/8" iron rod;
THENCE, North 470 50 ' East, a distance of 2,156.7 feet
to a 5/8" iron rod;
THENCE, North 430 10 ' West, a distance of 124.0 feet
to a 5/8" iron rod at the beginning of a curve to the right
whose radius is 814.0 feet;
THENCE, in a northeasterly direction along said curve,
a distance of 270.0 feet (chord for curve bears North 560
20 ' East, 268. 7 feet) to a 5/8" iron rod at the end of said
curve, in the east line of said 50 acre tract, as fenced,
and on the west side of Thompson Road;
THENCE, North 020 28 ' West, with said east line as fenced
a distance of 178.1 feet to the place of beginning and contain-
ing 18.96 acres .
EXHIBIT "B"
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