Ordinance No. 11,342ORMNAN('111., NO 11.342
I
AN ORDINANCE' OFTI It,` ( 'IFFY C01JNCIL OFT111", CITY OF BAYTOWN,
TEIXAS, AUTHORIZING AN EARNE:STMONI`Y CON` RAC GOOSE'
CRFEK 111 I, H-C, FOR PROPERTYLOCATE'D AT 700 W'. TF"XAS AVENUE,
FOR A MIXE-'D-USE 1) FIV F' LOPM 1`1' NTA N 1) OTI-11"IR IMUNICIPAL 111 JRPOSES;
AUTHORIZING PAYNIE'NTOF A PURCHASE PRICE' FOR SIJC14 PROPERTY
IN AN AMOUN'r NOT T( EXCEED TFIRE'F I-JUNDRIJ) FORTY-SIX
THOUSAND AND N0/100 DOL.LARS ($346,000,00), AND PROVIDING FOR
THE 1-1117F,
,C11VE DA 1: "ITIEREOF,
BUITORDAINE'D BY TI If: CITY COUN(I'lL OF-111 F'CITY OFBAYTOWN,Tll-"IXAS:
Section 1: That the Cit
y Council ol'the City of Baytown, 1'exas, hereby authorizes the
City Manager to execute and the City Clerk to attest to an Earnest Money Contract Nvith Goose Creek
111- 1, LLC, for property located at 700 W- Texas Avenue for as rnixed-use development and other
InUniCipal purposes, Said contract is attached hereto as E�xlijbit -A" and incorporated herein for all
intents and luau poses.
Section 2: That the City" COLInCil ot'llie City ot'Baytown authorizes paynient of` La
purchase price Im the property subJect to tlieaigi,eeivieiitititlioi`ized in Section I hereof in ananioUl'It
not to exceed THRE'E HUNDR131) F'ORTY-SIX "HIOUSAND AND N0/100 DOLLARS
(S346,000,00),
Section 1: This ordinance shall takeefTect immediately ftornandafter its passage by the
City Council ot'llie City of Baytown.
INTRODUCED, READ and PASS 'D I)y theafflirmativ
ot'll,avtown this tile 22"d day cal' April, 2010. X"
iv
F-110A GAJ,�Z,A,
APPROVI'D AST(") I"ORNII:
-- - ------------- - -- -- . .. .... ......... .. - ---- - --- ---
C-1
iNACIO R-AN41RI1,Y, SR.. ity Attorney
Y
It: UKarcn\H I ks\City MA p i i 122 "I Iin14'r70fJ'4VNL1 in doc
tc of,the C'ity Council ol'the City
DONUAKLU,S, MaYol*
F-110A GAJ,�Z,A,
APPROVI'D AST(") I"ORNII:
-- - ------------- - -- -- . .. .... ......... .. - ---- - --- ---
C-1
iNACIO R-AN41RI1,Y, SR.. ity Attorney
Y
It: UKarcn\H I ks\City MA p i i 122 "I Iin14'r70fJ'4VNL1 in doc
tc of,the C'ity Council ol'the City
DONUAKLU,S, MaYol*
Exhibit "A"
EARNEST MONEY CONTRACT
STATE OF TEXAS
COUNTY OF HARRIS
This Earnest Money Contract is made and entered into cfiective as of the date indicated herein
below, by and between the CITY OF BAYTOWN, a municipal corporation located in Harris and
Chambers Counties, Texas, hereinafter known as the `Buyer," and GOOSE CREEK IH 1, LLC,
hereinafter collectively 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.
IL
CONTINGENCY
This Agreement and the Buyer's obligations herein are expressly contingent upon (i) an
environmental site assessment reasonably satisfactory to the Buyer and (ii) the approval of this
Agreement by the City Council of the City of Baytown.
III.
PROPERTY
The property subject to this Agreement is located at 700 W. Texas Avenue, Baytown, Harris
County, Texas, and more particularly described in Exhibit "A," which is attached hereto and incorporated
herein for all intents and purposes, hereinafter referred to as the "Property."
IV.
SALES PRICE
The sales price of the above- referenced Property is THREE HUNDRED FORTY -SIX
THOUSAND AND NO/] 00 DOLLARS ($346,000.00), 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/[ 00 DOLLARS ($1,000.00) as earnest money
with Great American Title Company, as Escrow Agent, upon execution of this Agreement by both parties.
VI.
TITLE POLICY AND SURVEY
Seller shall obtain at Seller's sole cost and expense an Owner Policy of Title Insurance (the "Title
Policy ") issued by Great American Title Company ("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. Prior to the date hereof, Seller has delivered and Buyer, subject to the Title
Company's approval, will accept for this transaction that certain survey dated August 6, 2008,
and prepared by Bear Land Surveying Co. if the Title Company does not accept the survey provided by
the Buyer, Buyer, at its sole cost and expense, shall obtain a survey acceptable to both the Title Company
and the Buyer and deliver the same to the Buyer. Seller authorizes the Title Company to mail, e-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.
If a new survey plat is required based upon the Title Company's failure to accept survey dated
August 6, 2008, prepared by Bear Land Surveying Co, within ten (10) days after Buyer's receipt of such
new survey plat, Buyer may object in writing to any matter which constitutes a defect or encumbrance to
title shown on such survey plat obtained by Buyer at the expense of Seller. 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 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 C 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.
Earnest Money Contract. Page 2
VII.
CLOSING
The closing of the sale shall be on or before the 31' day of May, 2010, or within seven (7) days
after objections to title, environmental assessment and/or survey have been cured or waived, whichever
date is later, such date hereinafter referred to as "Closing Date." If either parry 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 XII 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 VI 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; appraisal report; 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: Title
Insurance, releases of existing liens, including prepayment penalties and recording fees;
release of Seller's loan liability; taxes assessed prior to January 1, 2010; and other
expenses stipulated to be paid by Seller under other provisions of this Agreement.
X.
PRORATIONS
Interest on any loan, 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.
XI.
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.
Earnest Money Contract, Page 3
XII.
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.
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.
XIV.
REPRESENTATIONS
Seller represents, to the best of its knowledge, 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 prior written approval of the Buyer's 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
Buyer's City Manager. It is expressly understood and agreed that this provision shall only apply to the
Property as defined in Article Ill.
Eamest Money Contract, Page 4
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
Goose Creek I 1, LLC
P.O. Box 239
Baytown, TX 77522
Attn: Chris.Presley
BUYER
City of Baytown
P.O District 424
Baytown, TX 77522
Attn: City Manager
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 for municipal purposes, which may include, but not
be limited to, a mixed use development consisting of improvements for both commercial and multifamily
uses. 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 subject to the applicable zoning ordinances, easements, restrictions or
governmental laws, rules or regulations.
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.
Earnest Money Contract, Page 5
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
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 -I4), 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 for 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 frill authority to execute this Agreement and to bind the party he /she represents.
XX V.
EXPIRATION
This Contract shall expire if not signed by the Seller on or before the 21' day of April, 2010.
IN WITNESS WFIEREOF, 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 April, 2010, the date of execution by the Buyer.
Earnest Money Contract, Page 6
SELLER:
GOOSE CREE IH I, LLC
By: T ,
CHRIS PRESLEY
Manager
BUYER:
CITY OF BAYTOWN
STATE OF TEXAS §
COUNTY OF HARRIS §
GARRISON C. BRUMBACK
City Manager
Before me on this day personally appeared Chris Presley, in his capacity as Manager of Goose
Creek IH 1, LLC, on behalf of such limited liability company, 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.
S b o e this day of , 2010.
s�a OM
� IEt4kM oe�tA,70N !
Nota ublic in and for the State of Texas
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me on this day personally appeared Garrison C. Brumback, City Manager of the City of
Baytown, on behalf of such municipal corporation, 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 and in the capacity therein stated.
SUBSCRIBED AND SWORN before me this day of .2010.
Notary Public in and for the State of Texas
Earnest Money Contract, Page 7
ACKNOWLEDGEMENT OF RECEIPT
STATE OF TEXAS §
COUNTY OF HARRIS §
1, for and on behalf of Great American Title Company, hereby acknowledge receipt of this
Earnest Money Agreement and the Earnest Money specified in Article V herein.
TITLE COMPANY:
Great American Title Company
By:
(Signature)
(Printed Name)
(Title)
R :IKnrenlFileslContracts\Pnyley 380 Agreetnenll l :amestbloneyContractRevised.doc
Earnest Money Contract, Page 8
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Exhibit "A"
FIELD NOTE DESCRIT'TION
1.274 ACRES
flainti a 1.274 acre tract or parcel of land situated in the Harvey Whiting Survey, Abstract NS.
5.10, I•Iarris County, Texas, and being all of ]llock2 of Pruett Estate Subdivision No. 2, a
subdivision situated in Harris County, Texns, according to the map or plat thereof recorded in
Volume 35 Page 55 of the ivtap Records of Harris County, Texas, and being ►none particularly
described by metes and bounds its follows;
BEGIPIi`lTi tG at a ",1" set in concrete for the intersection of the west line of Helton Street, 60 feet
wide, and the north litre of West Texas Avenue, 100 feet wide, for the southeast corner of said
Block 2 and cite southeast corner of the heroin described tract;
THENCE N 68 °41'00" W, along the north line of West Texas Avenue and the south 1u►e ot'said
Mock 2, a distance of 300.00 feel, to a "X" set in concrete, for the intersection of east line of
Hemphill Street, 60 feet wide, and the north line of West Texas Avenue, for the southwest corner
of said Block 2 and [lie southwest corner of the herein described tract;
'ITIENCE N 21019,00-1 E, along the east litre of IlcntphiII .Street and the west line of said Block 2,
a distance of 185.00 feet, to a building corner found for the intersection of tl►e south line of West
De:fec Avenue, 60 feet wide, and the cast line; of ITe:mphill Street, for the northwest corner of said
Block 2 and the northwest cornea of the herein described tract;
THENCE S 63 °41'00" E, along the south line of Nest Defoe Avenue and the north line of said
Block 2,a distance of 300.60 feet to a 1/2" iron rod with plastic cap stamped "IZPLS 4950" sett for
the intersection of ilia south line of West Defee Avenue and the west line ofFolton Street forahe
northeast comer of said Block 2 and the northeast corner of the herein described tract;
THENCE S 21019'00" W, along the. west line of Felton Street and the cast lint: of said Block 2, a
distance of 185 feet, to the FOhNT OF BEER INING, containing a calculated area of 1.274 acres
of land.
NOTE: This field note description is part of the Plitt of same date. The benrings shown hereon are
referenced to N 68041,100" W along West Texas Avenue.
TM . McClellan
l2:I ".L.S. NO.4980
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