Loading...
Ordinance No. 10,624ORDINANCE NO. 10,624 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE INTERIM CITY MANAGER TO EXECUTE A CONTRACT FOR THE PURCHASE OF PROPERTY FROM EXXON MOBIL CORPORATION FOR AN EMERGENCY SERVICES TRAINING SITE; 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 Interim City Manager of the City of Baytown to execute a contract for the purchase of property from Exxon Mobil Corporation for an emergency services training site. A copy of said agreement 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 votffof the City Council of the City of Baytown this the 12Ih day of June, 2007. STEPHEN H. DONCARLOS,1vIayor |0DY, City Clerk APPROVEDNAS TO FORM: R:\Karen\Files\City Council\Ordinances\2007\June 12VEmergencyServicesTrainingSitePropertyAcquisition.doc Contract of Sale This Contract of Sale ("Contract") is entered into by and between EXXON MOBIL CORPORATION, a New Jersey corporation ("Seller"), and the CITY OF BAYTOWN, TEXAS ("Purchaser"), whereby Seller agrees to sell and Purchaser agrees to purchase and pay for the real property described in Exhibit A attached hereto ("Property"), on the following terms and conditions: 1. The total purchase price of the Property is $10.00. 2. Conveyance will be by special warranty deed ("Deed") and will be subject to all matters of record enforceable against the Property; all building and land use ordinances, laws, regulations, and restrictions by municipal or other governmental authority applicable to the Property; and any rights in the Property which are evident by a physical inspection of the Property. The conveyance and Deed will be further subject to restrictions and reservations that will be included in the Deed from Seller to Purchaser. These restrictions and reservations include the following: (a) use of the Property will be restricted to: (i) operation of an emergency services training site; and (ii) other short term temporary municipal uses in exceptional circumstances, provided that the City take reasonable steps to promptly return the use of the Property exclusively to that described in Paragraph 2(a)(i) of this Contract (b) Seller will reserve: (i) all of its interest in the minerals in, on, under, and that may be produced from the Property; (ii) an unobstructed aerial easement across the Property to preserve Seller's existing line of sight microwave signal and camera view for security of Seller's north property line; and (iii) the right to repurchase the Property for $10.00 if Purchaser, at any time and for any reason except under condemnation or threat of condemnation, decides to convey or encumber any or all of the Property whether through sale, lease, easement, option, right-of-way, gift, or other means ("Conveyance"), with any Conveyance in violation of this reservation being null and void. If Seller's option to repurchase the Property under this Section 2(b)(iii) arises, then Seller, on terms and conditions consistent with those described in Section 7 of this Contract, may enter upon the Property to conduct inspections, examinations, and other pre-development activities, including environmental surveys, to determine the suitability of the Property for Seller's purposes. Any repurchase under this Section 2(b)(iii) is expressly contingent upon a satisfactory environmental assessment. (c) Purchaser will: (i) control surface drainage on and from the Property such that any increased surface water caused by Purchaser's operations on the Property does not encroach onto Seller's property; and (ii) not install any water wells on the Property. EXHIBIT A l 3. After the Date of Closing (as defined in Paragraph 9), the parties intend that periodically Purchaser and Seller will conduct joint fire fighting training activities on the Property. The parties further intend that periodically, on terms and conditions acceptable to the parties, Purchaser will make the Property available to Seller so that Seller can conduct its own fire fighting training activity. 4. Unless otherwise provided in this Contract (i) Purchaser will pay all closing costs customarily paid by purchasers of real estate in the area; and (ii) Seller will pay all closing costs customarily paid by sellers of real estate in the area. Ad valorem taxes and special assessments, if any, will be prorated as of the Date of Closing. 5. Seller, at Seller's expense, shall obtain an appraisal of the Property that estimates the Property's then existing fair market value ("Market Value"). That appraisal will be by an independent appraiser knowledgeable about real estate values in the area. Seller shall obtain and pay the premium for an owner's title insurance policy issued by Reid, Strickland & Gillette, LLP./Stewart Title Company, 1300 Rollingbrook, Suite 407, Baytown, Texas 77521, ("Title Company") in the amount of the Market Value. Within fifteen (15) days from the date of this Contract, Seller will notify the Title company to furnish a title insurance commitment to Purchaser. Purchaser shall have thirty (30) days from Purchaser's receipt of the commitment (or if that day is not a business day as defined in Paragraph 18, then the next succeeding business day) to examine it and any other title matters of interest to Purchaser and to notify Seller in writing of any objections to title which Purchaser may have. Seller shall have thirty (30) days after receipt of Purchaser's notice (or if that day is not a business day as defined in Paragraph 18, then the next succeeding business day) during which Seller may cure Purchaser's objections to title. If Seller elects not to cure the objections to title, Seller will notify Purchaser, and Purchaser may, as its sole and exclusive remedy and upon written notice to Seller, terminate this Contract, whereupon the parties will have no further obligations or liabilities to each other under this Contract, except for those obligations or liabilities already incurred,. Purchaser's failure to exercise the right to terminate within the time period stated will constitute a waiver of Purchaser's right to terminate on the basis of objections to title. 6 THE PROPERTY INCUDES THE LAND ALL IMPROVEMENTS, FIXTURES, AND PERSONAL PROPERTY ON THE PROPERTY AND WILL BE CONVEYED IN AN "AS IS" CONDITION AS EXISTING ON THE DATE OF CLOSING. SELLER MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER, WHETHER EXPRESS, IMPLIED, OR STATUTORY, IN CONNECTION WITH THIS CONTRACT OR THE TRANSACTION CONTEMPLATED BY IT. 7. Purchaser will have sixty (60) days from the date of this Contract (or if that day is not a business day, then the next succeeding business day) (the "Inspection Period") during which Purchaser may enter upon the Property, at Purchaser's sole risk and expense, to conduct inspections, examinations, and other pre-development activities, including environmental surveys, to determine the suitability of the Property for Purchaser's purposes. Seller has provided Purchaser with a Phase 1 Environmental Site Assessment for the Property prepared by Environmental Resources Management ("Site Assessment"). The Site Assessment is dated November 29, 2006. This Site Assessment is for Purchaser's reference only. Seller does not warrant the accuracy or completeness of the Site Assessment and this Site Assessment may not accurately reflect conditions on the Property. Purchaser warrants to Seller that Purchaser has not relied on the Site Assessment in entering into this transaction. If Purchaser desires to conduct an environmental survey of the Property, it must notify Seller of the scope of its proposed survey, the consultant proposed to be used, and the dates proposed for entry onto the Property. No entry is permitted for these purposes unless Seller has approved the proposed scope and the proposed consultant and has the opportunity to be present and split all samples taken from the Property. Purchaser will furnish Seller with the report of its consultant within ten (10) days after its receipt of the report, but not later than ten (10) business days before the end of the inspection Period. This Contract is expressly contingent upon a satisfactory environmental assessment of the Property and if either Purchaser or Seller is not satisfied with the results of any environmental survey, then either party will have the right to terminate the Contract prior to the Date of Closing; or if the parties cannot agree on the scope of the proposed environmental survey or the proposed consultant, then Seller may terminate this Contract at any time before 4:00 p.m. Central time on the last day of the Inspection Period. If this Contract is terminated pursuant to this paragraph, the parties will have no further obligations or liabilities to each other under this Contract, except for those obligations and liabilities already incurred. If Purchaser determines during the Inspection Period that the Property is not suitable for its purposes, Purchaser shall have until 4:00 p.m., Central time, on the last day of the Inspection Period to deliver written notice to Seller that Purchaser will not purchase the Property. If that notice is given, this Contract will immediately and automatically terminate and the parties will have no further obligations or liabilities to each other under this Contract, except for those obligations and liabilities already incurred. If Seller has not received Purchaser's notice before 4:00 p.m., Central time, on the last day of the Inspection Period, then the Property will be deemed suitable for Purchaser's purposes, and Purchaser will be bound fully by the terms and conditions of this Contract. 8. The closing of this sale will be concluded by an agent of the Title Company. Seller will prepare, execute, and forward not less than five (5) days before the date scheduled for closing to the designated agent of the Title Company, its customary form of conveyance instruments in conformity with the provisions of this Contract. The total purchase price will be paid by Purchaser to Seller on the Date of Closing. 9. This transaction will close on or before the fifteenth (15th) business day following the end of the Inspection Period (the "Date of Closing"). By closing this transaction, Purchaser will be deemed to represent that (a) it is satisfied with its environmental assessment of the Property; (b) it has performed sufficient review and investigation to evaluate the Property to its satisfaction and to enable it to make an informed decision, as a prudent and knowledgeable purchaser, to acquire the Property; (c) it has evaluated the merits and risks of purchasing the Property and has formed an opinion based solely upon its knowledge and experience and not upon any statements or actions by Seller; and (d) it has not relied on statements or actions by Seller in making its decision to acquire the Property. 10. This Contract may not be assigned by Purchaser without the prior written consent of Seller. If so assigned (a) no assignment will relieve Purchaser of its obligations and liabilities hereunder, and (b) each assignee will be deemed to have assumed and agreed to perform all of Purchaser's obligations and liabilities. 11. Purchaser and Seller each warrant to the other that it has not utilized the services of any real estate broker. 12. Purchaser acknowledges that the Property may have been used in connection with oil and gas operations, including the production, storage transfer, and distribution of fuel, petroleum products, or derivatives containing hydrocarbons, and that such fuel, products, or derivatives may have been spilled, leaked, or otherwise discharged onto or into the Property. Equipment and Facilities on the Property may contain asbestos, hazardous substances, or Naturally Occurring Radioactive Material ("NORM"); NORM and other wastes may have affixed or attached themselves to the inside of wells, materials, and equipment as scale, or in other forms; and NORM-containing material and other wastes or hazardous substances may be buried, have come into contact with the soil, or otherwise have been disposed of on the Property. Purchaser understands that special procedures may be required for the remediation, removal, transportation, or disposal of wastes, asbestos, hazardous substances, and NORM from the equipment and Property and Purchaser assumes all liability for such activities relating in any way to the Property or the Equipment or facilities thereon. These provisions will be included in the Deed from Seller to Purchaser. 13. a. In consideration of the purchase price and for other valuable consideration, Purchaser releases and forever discharges Seller and its employees, agents, servants, representatives, successors, and assigns from, and covenants not to sue Seller or its employers, agents, servants, representatives, successors, or assigns regarding, all liabilities, claims, demands, or causes of action at law or in equity (including those based upon negligence or strict liability) for injury (including death), destruction, loss, or damage of any kind or character, to the person, property, or interest of Purchaser or its successors, assigns, or lenders, or their respective employees, agents, servants, and representatives, arising from any condition of the Property, including environmental conditions, or relating to Purchaser's entry onto or inspection, acquisition, ownership, or use of the Property, regardless of whether the liability, claim, demand, or cause of action was known or unknown, foreseeable or unforeseeable, on the effective date of this Contract. b. Purchaser's obligations to release and not to sue, will be restated in the Deed. c. As partial consideration to Seller to enter into this Contract, to the extent that the Texas Deceptive Trade Practices Consumer Protection Act is applicable to this transaction, Purchaser can and does expressly waive its rights under the Texas Deceptive Trade Practices Consumer Protection Act, Sections 17.41 through 17.63, Texas Business and Commerce Code, a law that gives consumers special rights and protections. After consultation with an attorney of its own selection, Purchaser voluntarily consents to this waiver. In addition, Purchaser waives all other consumer protection laws in other states applicable to this transaction that may be waived by the parties. 14. The provisions of this Contract that by their terms cannot be performed prior to the Date of closing will survive the Date of Closing and delivery of the Deed. 15. If Purchaser defaults in the performance of its obligations under this Contract or fails to timely close this transaction in accordance with the provisions hereof, then Seller may, as its exclusive remedy, terminate this Contract. Should this transaction not close due to default or non-performance by Seller, then Purchaser may as its exclusive remedy terminate this Contract. If this Contract terminates under this section, the parties will have no further obligations or liabilities to each other under this Contract, except for those obligations and liabilities that have already been incurred. 16. This Contract contains the entire agreement between Seller and Purchaser, and no statement, agreement, representation, or understanding will be binding on either party hereto unless it is contained herein. 17. Any notice required or permitted to be delivered hereunder will be deemed to be delivered (a) whether or not actually received, when deposited in the United States Mail, postage prepaid, certified or registered mail, return receipt requested or (b) when received, if delivered personally, addressed to the Seller or Purchaser, as the case may be, at the address set forth below the signature of the party or at such other address as such party may designate by written notice to the other party. 18. Business Day is any day that is not a weekend or holiday as designated by the State of Texas. 19. Time is of the essence of this Contract and of Seller's and Purchaser's performance of their respective obligations under it. 20. Unless provided otherwise in this Contract, Purchaser will exercise best efforts to coordinate with Seller regarding the substance and timing of any press release or public communication concerning this transaction. 21 This Contract and its performance will be construed in accordance with, and enforced under, the laws of the State of Texas, without regard to choice of law rules of any jurisdiction, including Texas. 22. Neither the submission of this instrument or any information concerning the Property for Purchaser's examination, not discussion or negotiations between the parties constitute an offer to sell, a reservation of, or an option for the Property, and this instrument and the underlying transaction will become enforceable and binding between the parties only upon its execution and delivery by each of them. Executed in duplicate originals and effective on the later of the dates shown under the signature lines set forth below, which date shall be the effective date of this Contract for all purposes. SELLER: EXXON MOBIL CORPORATION PURCHASER: CITY OF BAYTOWN, TEXAS By: LJUcalAJ /C4C6fC4*yl. By: Name: C.W. Erickson yU Name: Title: Baytgwn. Refinery Manager Title: Date: Zr mj6*t 2*7tT? Date: / Address: Address: ExxonMobil Refining & Supply 5000 Bayway Drive Baytown, TX 77520 0\ ERSHIPS NORTH OF BAY' 'AY TnwiMHQMES TO BAKER RO..J._. --*--— :