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Ordinance No. 11,584ORDINANCE!'NO, 11,584 AN ORDINANC' (A" Tl,l[T CITY COUNCIL 01`1111� CITY OF BAYTOWN, 11�1',XAS, A t-,j'ri IOR [ZING AND D[RE'CTING THE ary MANAGER TO EXECUTE AND °1`1-11; CFFY CLE'RKTO AT-FESTTOA DI"'ITNTION BASIN SALES CONTRACT" WITH FAFTIJ P RJ'-�,�S BYTI "R, IAN CHURCH OF BAYTOWN, TEXAS-, AND PROVIDING FOR THE" F' FFEIC'I'l V 1"I", DATE `I'H 1:", RI: I BE IT ORDAINFID BY r[-IE CITY COUNCIL 01� "ITIE CITY 01" BAYTOWN, TEXAS: Section 1: That the City Council of the City of'Baytown, Texas, hereby authorizes and directs the City Managcr to execute and the City Clerk to attest to a Detention Basin Sales Contract with Faith Presbyterian Church ofBaytown, Texas (the "Church"), A cop), of the contract is attached hereto, niarked Exhibit "A," and made a part hereof 1'()r all intents and purposes. Section 2: This ordinance shall take eflcct inimediately from and after its passage by the City (,"'ouncil ofthe City of Baytown. INTRODUCE'D, RE'AD, and PASSv,D by the affirmative v, iIe of the City Council of the City of Baytovvn, this the 24"' day of February, 2011. / APPROVE'D A 1 FORM: . . .......... N IO RAMIRE7"""', SR., C ily Allorney ST Y,11-1111"N 11 DONCARLOS, Mayor 11"Clir-wary doc Exhibit "A" DETENTION BASIN SALES CONTRACT STATE OF TEXAS COUNTY OF HARRIS This Detention Basin Sales Contract is made and entered into this _ day of 2011, by and between the CITY OF BAYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas, hereinafter known as the "Buyer," and FAITH PRESBYTERIAN CHURCH OF BAYTOWN, TEXAS, a Texas nonprofit corporation, hereinafter known as the "Seller." I. IN GENERAL Subject to Article 11 hereof, the Seller agrees to sell and convey to Buyer the property described below in an "as is," "where is" condition. II. CONTINGENCY This Agreement and the Buyer's obligations herein are expressly contingent upon the City Council's approval of this Agreement. III. PROPERTY The property subject to this Agreement is located in Baytown, Harris County, Texas, and more particularly described in Exhibit "A," which is attached hereto and made a part hereof for all intents and purposes, hereinafter referred to as the "Property." IV. CONSIDERATION In exchange for the Property and the payment by the Seller to the Buyer of FIFTY -FOUR THOUSAND FIVE HUNDRED AND NO /100 DOLLARS ($54,500.00) which shall be paid at closing, the Buyer shall allow the Seller to continue to use the detention basin located thereon for stormwater management purposes for the facility located at 3900 N. Main Street, Baytown, Harris County, Texas, up to its current capacity of 3.96 ac -ft and shall be a covenant running with the land. The right to use the detention basin shall be included in the special warranty deed tendered to the Buyer at Closing and shall inure to the benefit of the Seller, its successors and assigns. Any costs incurred over and above the FIFTY -FOUR THOUSAND FIVE HUNDRED AND N01100 DOLLARS ($54,500.00) described in herein in constructing the improvements to the detention basin as approved by Hams County Flood Control District shall be borne by the Buyer. Buyer shall be obligated to begin construction on the improvements to the detention basin as approved by Harris County Flood Control District on or before December 31, 2015; provided that this deadline may be extended as necessary so that the improvements Detention Basin Sales Contract, Page I made by the Buyer coincide with the start of construction of the Baker Road Construction Project. This obligation of the Buyer shall survive the closing of this transaction. V. 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 Chicago Title Company, located at 407 W. Baker Road, Baytown, TX 77521 ( "Title Company ") in the amount of $150,000, 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. Seller agrees to furnish Buyer its most recent survey of the property described herein, which is dated September 16, 2004, or Buyer may obtain a new survey at the Buyer's cost. 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. 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. Detention Basin Sales Contract, Page 2 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, unless Buyer elects to waive the objections. VI. CLOSING The closing of the sale shall be on or before the day of , 2011, or within seven (7) days after objections to title, inspection report, 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 XI 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 Special 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. VII. POSSESSION The possession of the Property shall be delivered to Buyer at closing. VIII. 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 assessments; 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; taxes assessed prior to January 1, 2011; Title Insurance; tax statements or certificates; and other expenses stipulated to be paid by Seller under other provisions of this Agreement. I:X. PRORATIONS Current taxes, any rents, maintenance fees, and assessments shall be prorated through the Closing Date. If the amount of the ad valorem taxes for the year in which the sale is closed is not available on the Closing Date, proration of the taxes shall be made on the basis of the taxes assessed in the previous year. Detention Basin Sales 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, 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 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, thereby releasing both parties to this Agreement. XII. 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, other than ad valorem taxes. If any representation in this Agreement is untrue on the Closing Date, this Agreement may be terminated by Buyer. All representations contained in this Agreement shall survive the closing. XIII. 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 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. It is expressly understood and agreed that this provision shall only apply to the Property as defined in Article III. XIV. 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: Detention Basin Sales Contract. Page 4 SELLER Faith Presbyterian Church of Baytown, Texas Attn: 3900 N. Main Street Baytown, TX 77521 BUYER City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522 XV. 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. XVI. USE The intended use of the Property by Buyer is for municipal purposes. 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. Buyer's failure to give the notice within the required time shall constitute Buyer's acceptance of the Property. XVII. 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. XVIII. 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 Detention Basin Sales Contract, Page 5 execution or performance. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. XIX. 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. XX. 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 for complete relief to be recorded in the arbitration proceeding. XXI. 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. XXII. 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. [Remainder of page intentionally left blank.] Detention Basin Sales Contract, Page 6 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 , 2011, the date of execution by the Seller. SELLER: FAITH PRESBYTERIAN CHURCH OF BAYTOWN, TEXAS (Signature) (Printed Name) (Title) BUYER: CITY OF BAYTOWN, TEXAS ROBERT D. LEIPER, City Manager ATTEST: LETICIA BRYSCH, City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR., City Attorney STATE OF TEXAS § COUNTY OF HARRIS § Before me, , the undersigned notary public, on this day personally appeared , the of Faith Presbyterian Church of Baytown, Texas, the owner of the above - described property, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he /she executed the same for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN before me this _ day of 2011. Notary Public in and for the State of Texas R:WarenlFilesTontractffaith Presbyterian Detention BasinlDetcntionBasinSalesContractRevisedC lean.doc Detention Basin Sales Contract, Page 7 Exhibit "A" STATE OF TEXAS) COUNTY OF HARM) TRACT 1117 FIELD NOTES of a 49488 acre tract of land situated in the J. W. Singleton Survey, Abstract 709, Harris County, Texas and being the all of that certain "called" 4.9476 acre Retention Pond Easement as shown on Plat of Briarereek of Baytown, Section One, as recorded in Volume 313 at Page 145 of the Map Records of Harris County, Texas. This 4.9488 acre tract is more particularly described by the following metes and bounds, to-wit:- NOTE: BEARINGS ARE BASED ON PLAT BEARINGS AND FOUND MONUMENTS IN THE NORTH LINE OF RESERVE "B" OF BRIARCREEK OF BAYTOWN, SECTION ONE, AN ADDITION IN HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN VOLUME 313 AT PAGE 145 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS. REFERENCE IS HEREBY MADE TO THE PLAT OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS DESCRIPTION. BEGINNING at a K inch iron rod, with cap, set for the Southeast comer of that certain 4.730 acre tract of land conveyed by R. & P. Enterprises to Harris County Flood Control District Unit 0- 105 -04 -00 (130 feet wide right -of -way) by Deed dated October 19, 1979 and recorded in County Clerk's File No. G387220 of the Deed Records of Harris County, Texas and the Southwest corner of said Retention Pond Easement. Said point being in the North line of that certain 3.181 acre tract of land conveyed by Claire F. Thaman to Harris County Flood Control District by Deed dated February 8, 1974 and recorded in County Clerk's File No. El 31699 of the Deed Records of Harris County, Texas and being the Southwest corner and POINT OF BEGINNING of this tract. THENCE: North 11 *30'17" West along the Southernmost West line of this tract, the Southernmost West line of said Retention Pond Easement and the East right -of -way line of said 4.730 acne Harris County Flood Control Ditch, for a distance of 120.86 feet to a'% inch iron rod, with cap, set for the Westernmost Northwest comer of this tract, the Westernmost Northwest comer of said Retention Pond Easement and the Southwest comer of Reserve "C" of 2.1389 acres out of Briarcreek of Baytown, Section One, as recorded in Volume 313 at Page 145 of the Map Records of Harris County, Texas; from which a % inch iron rod, with cap, (found) bears North 80°28' 11" East 0.37. Said Reserve "C" now being recorded as Baybrook Place, Section One by Plat of Records in Volume 510 at Page 52 of the Map Records of Harris County, Texas. THENCE: North 80 027'52" East along the Westerrunost North line of this tract, the Westernmost North line of said Retention Pond Easement, the South line of said Reserve "C" and the South line of Baybrook Place, Section One, for a distance of 566.78 feet to a % inch iron rod, with cap, set for the Southeast corner of said Baybrook Place, Section One, the Southeast comer of said Reserve "C ", an interior canner of said Retention Pond Easement and an interior comer of this tract; from which a Y4 inch iron rod, with cap, (found) bears South 88 038109" East 0.32 feet. PAGE 2 — TRACT III — 4.9488 ACRES. THENCE: North 11030117" West along the middle West line of this tract, the middle West line of said Retention Pond Easement, the East Iine of said Reserve "C" and the East line of said Baybrook Place, Section One, for a distance of 16457 feet (called 16523 feet) to a %s inch iron rod, with cap, set in the South right -of -way line of Hartman Drive (60 feet wide right -of -way) for the Northeast corner of said Reserve "C', the Northeast comer of Baybrook Plaoe, Section One, the middle Northwest corner of said Retention Pond Easement, and the middle Northwest corner of this tract; from which a % inch iron rod, with cap, (found) bears North 05041'19" East 0.92 feet. THENCE: North 80°27' S2" East along the middle North line of this tract, the middle North line of said Retention Pond Easement, the South right -of -way line of Hartman Drive and the South line of Lot 1 of Briarcreek of Baytown, Section One, for a distance of 294.03 feet to a'' /z inch iron rod, with cap, set for an interior corner of this tract, an interior corner of said Retention Pond Easement and the Southeast comer of said Lot 1; from which a 3/. inch iron rod, with cap (found) bears North 43 °36'51" East 0.46 feet. THENCE: North 10 °35'51" West along the Northernmost West Iine of this tract, the Northernmost West line of said Retention Pond Easement and the East line of Lots 1 through 6 of said Briarcreek of Baytown, Section One, for a distance of 266.16 feet to a' /, inch iron rod, with cap, set in the South right -of -way line of Briarcreek Drive (50 feet wide right -of -way) for the Northernmost Northwest comer of this tract, the Northernmost Northwest comer of said Retention Pond Easement and the Northeast corner of said Lot 6 of Briarcreek of Baytown, Section One. THENCE: North 79024'09" East along the Easternmost North line of this tract, the Easternmost North line of said Retention Pond Easement and the South right -of -way line of said Briarcreek Drive for a distance of 11521 feet to a i inch iron rod, with cap, set for the Northeast comer of this tract, the Northeast comer of said Retention Pond Easement and the Northwest comer of Lot 106 of said Briarcreek of Baytown, Section One; from which a'/ inch iron rod (found) bears North 72 055'00" East 0.44 feet. THENCE: South 10°38'3T' East along the East Iine of this tract, the East line of said Retention Pond Easement and the West line of Lots 106,105,1049 1031 102, 101, 100, 99, 98, 97, 96 and 95 of said Briarcreek of Baytown, Section One, for a distance of 553.81 feet (called South 10 °35'51" East 554.06 feet) to an "x" in concrete found in the North line of that certain 2.615 acres now in the name of A. L. Williams, it al, at the Southwest corner of said Lot 95, the Southeast corner of said Retention Pond Easement and the Southeast corner of this tract. THENCE: South 80127'52" West along the South line of this tract, the South Ithe of said Retention Pond Easement and the North line of said 2.615 acres for a distance of 32.09 feet (called South 81 019'50" West 31.69 feet) to a'' /: inch galvanized iron pipe found for the Northwest corner of said 2.615 acres and the Northeast corner of that certain 1.448 acre tract of land conveyed by A. L. Williams, et a1, to James M. Williams, et ux, by Deed dated July 25, 1960 and recorded in Volume 4164 at Page 196 of the Deed Records of Harris County, Texas. Said point being an angle point in the South line of this tract and the South line of said Retention Pond Easement PAGE 3 — TRACT III — 4.9488 ACRES. THENCE: South 80028'35" West along the South line of this tract, the South line of said Retention Pond Easement, the North line of said .1.448 acre, the North line of that certain 1.65 acre tract of land conveyed by Bobby Lee Williams to James M. Williams, et ux, by Deed dated August 30, 1963 and recorded in Volume 5243 at Page 84 of the Deed Records of Harris County, Texas; the North line of that certain 1.65 acre tract conveyed by A. L. Williams, et ux, to James M. Williams, et ux, by Deed dated March 22, 958 and recorded in Volume 3483 at Page 305 of the Deed Records of Harris County, Texas; the North line of that certain 4.969 acre tract conveyed by Joe Management, Inc., et al, to Wolverine Ventures U, L.P. by Deed dated October 22,1999 and recorded in County Clerk's File No. U042059 of the Official Public Records of Real Property of Harris County, Texas; the North line of that certain 4.4872 acres conveyed by Wolverine Baytown, L.P. toWolverine Autumn Ridge, L.P. by Deed dated June 29, 1998 and recorded in County Clerk's File No. T112014 of the Official Public Records of Real Property of Harris County, Texas, and the North line of said 3.181 acres, and at 304.73 feet pass a % inch iron rod found 0.62 feet North of said line, at 305.20 feet pass a % inch galvanized iron pipe, with cap, found 0.92 feet South of said line, in all, a total distance of 939.88 feet (called South 80°27'52" West 940.36 feet) to the PLACE OF BEGINNING and containing within these boundaries 4.9488 acres of land. SURVEYOR'S CERTIFICATE L Juliene Ramsey, Registered Professional Land Surveyor No. 4379, do hereby certify that the foregoing field notes were prepared'from an actual survey made on the ground, under my supervision, in September of 2004 and that all lines, boundaries and landmarks are accurately described therein. WUNESS my hand and seal at Baytown, Texas, this the 16'h day of September, A. D., 2004. je CY 011, ered Professional Land Surveyor No. 4379 rj D!t 04.2614B.Tract M doc t� -0