Ordinance No. 9,274ORDINANCE NO. 9274
® AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER AND THE
CITY CLERK OF THE CITY OF BAYTOWN TO EXECUTE AND ATTEST TO
AN EARNEST MONEY CONTRACT WITH LEROY WALKER TRUST FOR
THE PURCHASE OF APPROXIMATELY 7.98 ACRES OF LAND FOR THE
BAYTOWN POLICE ACADEMY; AND PROVIDING FOR THE EFFECTIVE
DATE THEREOF.
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 and the City Clerk of the City of Baytown to execute and attest to an
Earnest Money Contract (the "Contract ") with Leroy Walker Trust for the purchase of approximately
7.98 acres of land for the Baytown Police Academy. A copy of said Contract is attached hereto,
marked Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: 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 20`h day of November, 2001.
Z�� e,
PETE C. ALFARO, Mayor
ATTEST:
�4274r&en4 An
/Ik
G . Y- - SMITH, City'Clerk
APPROVED AS TO FORM:
ACIO RAMIREZ, ., City Attorney
0 dAjyMyDocuments \Counci1\01 -02\ November\ CouncilApproveEarnestMoneyContract4PoliceAcademy
® EARNEST MONEY CONTRACT
STATE OF TEXAS §
COUNTY OF HA" §
This Earnest Money Contract is made _and entered into this day of November,
2001, by and between the CITY OF BAYTOWN, a municipal corporation located in Harris and
Chambers Counties, Texas, hereinafter known as the "Buyer," and LEROY WALKER TRUST,
hereinafter known as the "Seller."
I.
IN GENERAL
Subject to Article U hereof, the Seller agrees to sell and convey to Buyer and Buyer
agrees to buy from Seller the property described below.
II.
CONTINGENCY
This agreement is expressly contingent upon and subject to the approval of the City
Council of the City of Baytown and approval by the Buyer of an environmental assessment of
the Property.
III.
PROPERTY
The property subject to this Agreement is located in Baytown, Harris County, Texas,
more particularly depicted in Exhibit "A," which is attached hereto and incorporated herein for
all intents and purposes and shall be hereinafter referred to as "Property."
IV.
SALES PRICE . .
The sales price of the above - referenced property is SEVENTY -FIVE THOUSAND AND
NO /100 DOLLARS ($75,000.00), hereinafter "Sales Price," which sum shall be paid in full at
closing on the Property.
V.
EARNEST MONEY
Buyer shall deposit ONE THOUSAND AND NO /100 DOLLARS ($1,000.00) as earnest
®money with Commerce Land Title Company, as Escrow Agent, upon execution of this
Agreement by both parties.
Earnest Money ContractI Page 1 Ei A
® VI.
TITLE POLICY AND SURVEY
Seller shall obtain at Buyer's expense an Owner Policy of Title Insurance (the "Title
Policy ") issued by Commerce Land Title Company (the "Title Company ") in the amount of the
Sales Price, dated at qr 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: r
(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) reservations or exceptions otherwise permitted by this Agreement or as may be
approved by Buyer in writing;
(5) the standard printed exception as to discrepancies, conflicts, shortages in area or
boundary lines, encroachments or protrusions or overlapping improvements;
(6) the standard printed exception as to marital rights; and
(7) the standard printed exception as to waters, tidelands, beaches, streams, and
related matters.
Within twenty (20) days after the Title Company receives a copy of this Agreement,
Seller shall furnish to Buyer a commitment for Title Insurance (the "Commitment ") and, at
Buyer's expense, legible copies of restrictive covenants and documents evidencing exceptions in
the Commitment other than the standard printed exceptions. Seller authorizes the Title Company
to mail or hand deliver the Commitment and related documents to Buyer at Buyer's address
shown below. If the Commitment is not delivered to Buyer within the specified time, the time
for delivery shall be automatically extended up to fifteen (15) days. Buyer shall have ten (10)
days after the receipt of the Commitment to object in writing to matters disclosed in the
Commitment. Buyer may object to existing building and zoning ordinances and items (1)
through (7) listed above if Buyer determines that any such ordinance or item prohibits the
proposed use of the Property as hereinafter described.
_ Within ten (10) days after Buyer's receipt of a survey plat, Buyer may object in writing io
any matter which constitutes a defect or encumbrance to title shown on a survey plat obtained by
Buyer at -the expense of Buyer. The survey shall be made by a Registered Professional Land
Surveyor acceptable to the Title Company and the Buyer. The plat shall (a) identify the Property
by metes and bounds or platted lot description; (b) show that the survey was made and staked on
the ground with the comers permanently marked; (c) set forth the dimensions and total area of
the Property; (d) show the location of all improvements, highways, streets, roads, railroads,
rivers, creeks or other waterways, fences, easements and rights -of -way on the Property with all
easements and rights -of -way referenced to their recording information; (e) show any
discrepancies or conflicts in boundaries, any visible encroachments, and any portion of the
® Property lying within the one hundred (100) year flood plain as shown on the current Federal
Earnest Money Contract, Page 2
® Emergency Management Agency map; and (f) contain the surveyor's certificate that the survey
as shown by the plat is true and correct.
Utility easements created by the dedication deed and plat of the subdivision in which the
Property is located shall not be a basis for objection. Buyer's failure to object under this article
within the time allcmed shall constitute a waiver of Buyer's right to object except that the
requirements in Schedule of the Commitment shall not be deemed to have been waived. If
objections are made by Buyer, Seller shall cure the objection within twenty (20) days after the
date Seller receives them and the Closing Date shall be extended as necessary. If objections are
not cured by the extended C- losing Date, this Agreement shall terminate and the Earnest Money
shall be refunded to Buyer, unless Buyer elects to waive the objections.
VII.
CLOSING
The closing of the sale shall be on or before the 20`h day of December, 2001, or within
seven (7) days after objections to title, environmental assessment and/or survey have been cured,
whichever date 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 X hereof. At closing, Seller shall furnish tax
statements or certificates showing no delinquent taxes are due and owing on the Property, and'
Seller shall tender a General Warranty Deed conveying good and indefeasible title showing no
additional exceptions, other than those not objected to by Buyer or waived by Buyer pursuant to
article V hereof.
VIII.
POSSESSION
The possession of the Property shall be delivered to Buyer at closing.
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 appraisal;
environmental assessment; ad valorem taxes which were assessed on the property
January 1, 2001, and tax statements or certificates; preparation of deed; escrow
fee; 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 existing liens, including prepayment penalties and recording 'fees; release of
Seller's loan liability; and taxes assessed prior to January 1, 2001.
Earnest Money Contract, Page 3
® X.
CHARGES DUE TO SELLER'S 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. Obligations
imposed by this artidle shall survive closing.
XI.
DEFAULT
If Buyer fails to comply with this Agreement, Buyer shall be in default, and Seller may
(a) enforce specific performance, seek such other relief as may be provided by law, or both, or
(b) terminate this Agreement and receive the Earnest Money as liquidated damages, thereby
releasing. both parties from this Agreement. If Seller is unable without fault to deliver the
Commitment within the time allowed, Buyer may either terminate this Agreement and receive
the Earnest Money as the sole remedy or extend the time for performance up to fifteen (15) days
and the Closing Date shall be extended as necessary at the discretion of the Buyer. If Seller fails
to comply with this Agreement for any other reason, Seller shall be in default and Buyer may
either (a) enforce specific performance, seek such other relief as may be provided by law, or
both, or (b) terminate this Agreement, receive the Earnest Money, and seek such other relief as
may be provided by law, thereby releasing both parties to this Agreement.
XII.
ATTORNEY FEES
If the Buyer or Seller is a prevailing party in any legal proceeding brought under or with
relation to this Agreement, such party shall be entitled to recover from the non - prevailing parties
all costs of such proceeding and reasonable attorney's fees.
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 performancd*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.
If either party makes demand for the payment of the Earnest Money, Escrow Agent has the right
to require from all parties a written release of liability of Escrow Agent for disbursement of the
Earnest Money. 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 refunded 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.
Earnest Money Contract, Page 4
® XI V.
REPRESENTATIONS
Seller represents that as of the Closing Date there will be no liens, assessments, or
Uniform Commercial Code or other security interests against any of the Property which will not
be satisfied out of�th4e Sales Price, other than ad valorem taxes. If any representation in this
Agreement is untrue` on the Closing Date, this Agreement may be terminated by Buyer and the
Earnest Money shall be (refunded to Buyer. All representations contained in this Agreement shall
survive the closing.
XV.
SALE OF INTEREST
The Seller may not sell or assign all or part interest in the Property to another party or
parties without the express written approval of the City Manager of such sale or assignment, nor
shall Seller assign any monies due or to become due to it hereunder without the previous consent
of the City Manager.
XVI.
NOTICES
All notices required to be given hereunder shall be given in writing in person or by
overnight, certified or registered mail, return receipt requested 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 given by mail shall be deemed given three (3) days after the date of mailing thereof to the
following addresses:
Eamest Money Contract, Page 5
SELLER
Leroy Walker Trust
c/o Perry Walker, Trustee
2806 Archer Road
Baytown, TX 77521
Fax: 281 - 839 -0156
BUYER
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
Fax: 281- 420 -6586
® 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," then Buyer shall withhold from the sales proceeds
an amount sufficient Lq 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 a police academy and related police
department facilities. If Buyer ascertains that applicable zoning ordinances, easements,
restrictions or governmental laws, rules or regulations prevent such intended uses, and Buyer
notifies Seller within thirty (30) days after the effective date of this Agreement (but in all events
at least seven (7) days prior to closing) 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 ihereunder 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 ifs
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.
Eamest Money Contract, Page 6
® XXII.
NO RIGHT TO ARBITRATION
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 Agre.q;ment 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 the Buyer is subjected to an arbitration proceeding
notwithstanding this provision, the Seller consents to be joined in the arbitration proceeding if
the Seller's presence is required or requested by the Buyer of complete relief to be recorded in
the arbitration proceeding.
XXIII.
COMPLETE AGREEMENT
This Agreement 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.
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.
EXPIRATION
This Contract shall expire if not signed by the Seller on or before the 20`h day of
November, 2001.
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 "day of November, 2001, the date of execution by the
Seller.
SELL LEROY WALKS RUST
G
Signs re
f )�� (� t- A-&
Printed Name
ks. I ��
Title
Eamest Money Contract, Page 7
BUYER: CITY OF BAYTOWN, TEXAS
MONTE MERCER, City Manager
ATTEST:
GARY W. SMITH, City Clerk
APPROVED AS TO FORM:
- 4 ACIO RAMIREZ, SR., it Attorney
STATE OF TEXAS §
COUNTY OF HARRIS §
Before Q. L I,1C , the undersi ed notary public,
on the ersona e ed 0k the
1i � ¢ 4 of LERO I{ER T ST acting in uch capac'ily, known to me
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this � day of November, 2001.
�3551wsn� 11110011 \A IR LO-OA
JEANENE R. YOUNG
. + Notary Public, state of Texas Publ in and fo the Stat f Texas
CommIssIon, ixpkes Dec. 7.2004
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Earnest Money Contract, Page 8
HCAD: Appraisal Record Detail
-r tr. .�.,. -
ea : ccoun um er ress caner ame ovancea
Personal: Account Number Address Owner Name Advanced
LO Real Property Account
Preliminary Values
� .rF
a HCAD Account # : 0450130010015 Tax Year 12001
Owner Name : WALKER LEROY B CONST CO Ownership
History...
Owner Address : INC
WALKER LEROY B
PO BOX 8071
BAYTOWN TX 77522 -8071
Property Address : 320 BOB SMITH RD
BAYTOWN TX 77521
Legal Description : TRS 3 7B -4 & 7E -1
(016 *PT TR 2 MAP F)
(051 *PT TRS A59 A52 -A & A53 -A)
ABST 709 ] W SINGLETON
State Class Code : D4 -- Real, Acreage Undeveloped
Homestead Exemption : --
Special Exemption : --
Jurisdiction Codes : 016 040 046 051
Overlapping /Shared CAD : No Notice Date : 4/26/01
Capped Account : No ARB Approved : 8/10/01
Value Status : All Values
Certified
Your taxes will be based on Appraised Value, less applicable exemptions, if any.
Use market value for comparison with your neighbors.
Pale i o t
0
Mffl T A
http: / /www.hcad.orglcgi- bin /AV /AVDetail. asp ?taxyeai = 2001 &acct= 0450130010015 10/19/2001
(Homestead
Cap)
praised
Valuation : TY2001
Previous Change
Value Market Value
Land :
86,900 O
86,900
Improvement :
0 0
0
Ag/Tmbr /Spc :
0 0
0
Total Value :
86,900 0
86,900
4 -Year Value History...
Similar Owner Name
' Nearby:Addresses
Related Maps
CommenaeI acanl~ Oata
:= Harris County:Taz'Bilf
0
Mffl T A
http: / /www.hcad.orglcgi- bin /AV /AVDetail. asp ?taxyeai = 2001 &acct= 0450130010015 10/19/2001
EARNEST MONEY CONTRACT
STATE OF TEXAS §
COUNTY OF HARRISAi
§
This Earnest Money Contract is made and entered into this 47c, day of November,
2001, by and between the CITY OF BAYTOWN, a municipal corporation located in Harris and
Chambers Counties, Texas, hereinafter known as the "Buyer," and LEROY WALKER TRUST,
hereinafter known as the "Seller."
I.
IN GENERAL
Subject to Article II hereof, the Seller agrees to sell and convey to Buyer and Buyer
agrees to buy from Seller the property described below.
II.
CONTINGENCY
This agreement is expressly contingent upon and subject to the approval of the City
Council of the City of Baytown and approval by the Buyer of an environmental assessment of
the Property.
III.
PROPERTY
The property subject to this Agreement is located in Baytown, Harris County, Texas,
more particularly depicted in Exhibit "A," which is attached hereto and incorporated herein for
all intents and purposes and shall be hereinafter referred to as "Property."
IV.
SALES PRICE
The sales price of the above-referenced property is SEVENTY-FIVE THOUSAND AND
NO/100 DOLLARS ($75,000.00), hereinafter "Sales Price," which sum shall be paid in full at
closing on the Property.
V.
EARNEST MONEY
Buyer shall deposit ONE THOUSAND AND NO/100 DOLLARS ($1,000.00) as earnest
money with Commerce Land Title Company, as Escrow Agent, upon execution of this
Agreement by both parties.
Earnest Money Contract,Page 1
VI.
TITLE POLICY AND SURVEY
Seller shall obtain at Buyer's expense an Owner Policy of Title Insurance (the "Title
Policy") issued by Commerce Land Title Company (the "Title Company") 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:
(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) reservations or exceptions otherwise permitted by this Agreement or as may be
approved by Buyer in writing;
(5) the standard printed exception as to discrepancies, conflicts, shortages in area or
boundary lines, encroachments or protrusions or overlapping improvements;
(6) the standard printed exception as to marital rights; and
(7) the standard printed exception as to waters, tidelands, beaches, streams, and
related matters.
Within twenty (20) days after the Title Company receives a copy of this Agreement,
Seller shall furnish to Buyer a commitment for Title Insurance (the "Commitment") and, at
Buyer's expense, legible copies of restrictive covenants and documents evidencing exceptions in
the Commitment other than the standard printed exceptions. Seller authorizes the Title Company
to mail or hand deliver the Commitment and related documents to Buyer at Buyer's address
shown below. If the Commitment is not delivered to Buyer within the specified time, the time
for delivery shall be automatically extended up to fifteen (15) days. Buyer shall have ten (10)
days after the receipt of the Commitment to object in writing to matters disclosed in the
Commitment. Buyer may object to existing building and zoning ordinances and items (1)
through (7) listed above if Buyer determines that any such ordinance or item prohibits the
proposed use of the Property as hereinafter described.
Within ten (10) days after Buyer's receipt of a survey plat, Buyer may object in writing to
any matter which constitutes a defect or encumbrance to title shown on a survey plat obtained by
Buyer at the expense of Buyer. The survey shall be made by a Registered Professional Land
Surveyor acceptable to the Title Company and the Buyer. The plat shall (a) identify the Property
by metes and bounds or platted lot description; (b) show that the survey was made and staked on
the ground with the corners permanently marked; (c) set forth the dimensions and total area of
the Property; (d) show the location of all improvements, highways, streets, roads, railroads,
rivers, creeks or other waterways, fences, easements and rights-of-way on the Property with all
easements and rights-of-way referenced to their recording information; (e) show any
discrepancies or conflicts in boundaries, any visible encroachments, and any portion of the
Property lying within the one hundred (100) year flood plain as shown on the current Federal
Earnest Money Contract,Page 2
Emergency Management Agency map; and (f) contain the surveyor's certificate that the survey
as shown by the plat is true and correct.
Utility easements created by the dedication deed and plat of the subdivision in which the
Property is located shall not be a basis for objection. Buyer's failure to object under this article
within the time allowed shall constitute a waiver of Buyer's right to object except that the
requirements in Schedule of the Commitment shall not be deemed to have been waived. If
objections are made by Buyer, Seller shall cure the objection within twenty (20) days after the
date Seller receives them and the Closing Date shall be extended as necessary. If objections are
not cured by the extended Closing Date, this Agreement shall terminate and the Earnest Money
shall be refunded to Buyer, unless Buyer elects to waive the objections.
VII.
CLOSING
The closing of the sale shall be on or before the 20`h day of December, 2001, or within
seven (7) days after objections to title, environmental assessment and/or survey have been cured,
whichever date 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 X hereof. At closing, Seller shall furnish tax
statements or certificates showing no delinquent taxes are due and owing on the Property, and
Seller shall tender a General Warranty Deed conveying good and indefeasible title showing no
additional exceptions, other than those not objected to by Buyer or waived by Buyer pursuant to
article V hereof.
VIII.
POSSESSION
The possession of the Property shall be delivered to Buyer at closing.
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 appraisal;
environmental assessment; ad valorem taxes which were assessed on the property
January 1, 2001, and tax statements or certificates; preparation of deed; escrow
fee; 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 existing liens, including prepayment penalties and recording fees; release of
Seller's loan liability; and taxes assessed prior to January 1, 2001.
Earnest Money Contract,Page 3
X.
CHARGES DUE TO SELLER'S 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. Obligations
imposed by this article shall survive closing.
XI.
DEFAULT
If Buyer fails to comply with this Agreement, Buyer shall be in default, and Seller may
(a) enforce specific performance, seek such other relief as may be provided by law, or both, or
(b) terminate this Agreement and receive the Earnest Money as liquidated damages, thereby
releasing both parties from this Agreement. If Seller is unable without fault to deliver the
Commitment within the time allowed, Buyer may either terminate this Agreement and receive
the Earnest Money as the sole remedy or extend the time for performance up to fifteen (15) days
and the Closing Date shall be extended as necessary at the discretion of the Buyer. If Seller fails
to comply with this Agreement for any other reason, Seller shall be in default and Buyer may
either (a) enforce specific performance, seek such other relief as may be provided by law, or
both, or (b) terminate this Agreement, receive the Earnest Money, and seek such other relief as
may be provided by law, thereby releasing both parties to this Agreement.
XII.
ATTORNEY FEES
If the Buyer or Seller is a prevailing party in any legal proceeding brought under or with
relation to this Agreement, such party shall be entitled to recover from the non-prevailing parties
all costs of such proceeding and reasonable attorney's fees.
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.
If either party makes demand for the payment of the Earnest Money, Escrow Agent has the right
to require from all parties a written release of liability of Escrow Agent for disbursement of the
Earnest Money. 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 refunded 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.
Earnest Money Contract,Page 4
XIV.
REPRESENTATIONS
Seller represents that as of the Closing Date there will be no liens, assessments, or
Uniform Commercial Code or other security interests against any of the Property which will not
be satisfied out of the Sales Price, other than ad valorem taxes. If any representation in this
Agreement is untrue on the Closing Date, this Agreement may be terminated by Buyer and the
Earnest Money shall be refunded to Buyer. All representations contained in this Agreement shall
survive the closing.
XV.
SALE OF INTEREST
The Seller may not sell or assign all or part interest in the Property to another party or
parties without the express written approval of the City Manager of such sale or assignment, nor
shall Seller assign any monies due or to become due to it hereunder without the previous consent
of the City Manager.
XVI.
NOTICES
All notices required to be given hereunder shall be given in writing in person or by
overnight, certified or registered mail, return receipt requested 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 given by mail shall be deemed given three (3) days after the date of mailing thereof to the
following addresses:
SELLER
Leroy Walker Trust
c/o Perry Walker, Trustee
2806 Archer Road
Baytown, TX 77521
Fax: 281-839-0156
BUYER
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
Fax: 281-420-6586
Earnest Money Contract,Page 5
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," 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 a police academy and related police
department facilities. If Buyer ascertains that applicable zoning ordinances, easements,
restrictions or governmental laws, rules or regulations prevent such intended uses, and Buyer
notifies Seller within thirty(30) days after the effective date of this Agreement (but in all events
at least seven (7) days prior to closing) 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.
Earnest Money Contract,Page 6
XXII.
NO RIGHT TO ARBITRATION
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 the Buyer is subjected to an arbitration proceeding
notwithstanding this provision, the Seller consents to be joined in the arbitration proceeding if
the Seller's presence is required or requested by the Buyer of complete relief to be recorded in
the arbitration proceeding.
XXIII.
COMPLETE AGREEMENT
This Agreement 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.
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.
EXPIRATION
This Contract shall expire if not signed by the Seller on or before the 20th day of
November, 2001.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of which shall be deemed o be an original, but all of which shall constitute but one
and the same Agreement on the IS nay of November, 2001, the date of execution by the
Seller.
SELL . LEROY RU ALKE ST
Signa ure
fgAtky 1,77A-tivel‘
Printed Name
Title
Earnest Money Contract,Page 7
BUYER: CITY OF BAYTOWN, TEXAS
MONTE MERCER, City Manager
ATTEST:
/.
G W. SMITH, City Clerk
APPROVED AS TO FORM:
ACID RAMIREZ, SR., it Attorney
STATE OF TEXAS §
COUNTY OF HARRIS §
Before !Z , the undersi ed notary public,
on thjs ersona a ed p,rr� the
( J .Q of LERO KER T ST acting inlsuch capaci , known to me
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this day of November, 2001.
•
JEANENE R.YOUNG 1
1116.
Notary public,State of Texas
1: : Pubh in and fo the Stat: .f Texas
, Commission Expires Dec.7,2004
c:Uc1h279\contracts\WalkerEarnestMoneyContract\EarnestMoneyContract
Earnest Money Contract,Page 8