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Ordinance No. 14,532ORDINANCE NO. 14,532 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN EARNEST MONEY CONTRACT WITH GOOSE CREEK CONSOLIDATED INDEPENDENT SCHOOL DISTRICT FOR THE SALE OF APPROXIMATELY 2.17 ACRES LOCATED ON THE NORTHEAST LINE OF MARKET STREET, APPROXIMATELY 120 FEET SOUTHEAST OF S. AIRHART DRIVE, AT MARKET STREET'S INTERSECTION WITH W. MAIN STREET AND IS FURTHER IDENTIFIED HEREIN AS SIX PARCELS AND TWO ABANDONED PUBLIC RIGHTS - OF -WAY; MAKING OTHER PROVISIONS RELATED THERETO; 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 the City Manager to execute and the City Clerk to attest to an earnest money contract with Goose Creek Consolidated Independent School District for the sale of approximately 2.17 acres located on the northeast line of Market Street, approximately 120 feet southeast of S. Airhart Drive, at Market Street's intersection with W. Main Street and is further identified as six parcels and two abandoned public rights -of -way as follows: Number 051-256-016-0001 Lots 1, 2, and 3, Block 16, Amelia Airhart, Harris County, Texas 041-022-001-0015 Tract 1 D, Abstract 66 W. Scott, Harris County, Texas 041-022-001-0900 Tract 10, Abstract 66 W. Scott, Harris County, Texas 051-256-015-0001 Lots 1 through 6, Block 15, Amelia Airhart, Harris County, Texas 041-022-007-0001 Tracts 12 and 3 and Tract A (Abandoned Street), Abstract 66 W. Scott, Harris County, Texas 051-256-014-0004 Lots 4, 5, and 6, Block 14 Amelia Airhart Addition and Tract 3C-4, Abstract 66, W. Scott, Harris County, Texas Plum Street Right -of -Way Beech Street Right -of -Way A copy of the contract is attached hereto as Exhibit "A" and is incorporated herein 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 of • ve vote of the City ncil of the City of Baytown this the 81h day of October, 2020. , ! ` n BRANDON Z T: Lk - LETICIA BRYSCH, y It APPROVED AS TO FORM: ���F.BAYTOItiN� N T� y inF OF TF'+ KAREN L. HORNER, City Attorney RAKaren Homer\Documents\Files;City Counc&Ordinances\2020 October 8 EamestMoneyContract4SaleotMarketStreetPropertiestoGCCISD.doc Exhibit "A" EARNEST MONEY CONTRACT STATE OF TEXAS COUNTY OF HARRIS This Earnest Money Contract is made and entered into this _ day of , 2020, by and between the CITY OF BAYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas, hereinafter known as the "Seller," and the GOOSE CREEK CONSOLIDATED INDEPENDENT SCHOOL DISTRICT, hereinafter known as the "Buyer." The Buyer and Seller shall hereinafter be known as the "Parties." 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 on an "AS IS, WHERE IS, WITH ALL FAULTS" basis. Without limiting the foregoing, Seller has not and shall not be deemed to have made any verbal or written representations, warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Buyer with respect to the Property. Buyer expressly understands and acknowledges that it is possible that unknown liabilities may exist with respect to the Property and that Buyer explicitly took that possibility into account in its decision to acquire the property for the consideration stated herein. II. CONTINGENCY This Agreement and the Buyer's obligations herein are expressly contingent upon the following: I . the Buyer's Board of Trustees' approval of this Agreement and 2. the Seller's City Council's approval of this Agreement. III. PROPERTY The property subject to this Agreement is that property described as approximately 2.17 acres located on the northeast line of Market Street, approximately 120 feet southeast of S. Airhart Drive, at Market Street's intersection with W. Main Street and is further identified as six parcels and two abandoned public rights -of -way as follows: UICAD Account Ntimbcr 051-256-016-0001 Description Lots 1, 2, and 3, Block 16, Amelia Airhart, Harris County, Texas 041-022-001-0015 Tract 1D, Abstract 66 W. Scott, Harris County, Texas 041-022-001-0900 Tract 10, Abstract 66 W. Scott, Harris County, Texas 051-256-015-0001 Lots 1 through 6, Block 15, Amelia Airhart, Harris County, Texas 041-022-007-0001 Tracts 1 2 and 3 and Tract A (Abandoned Street), Abstract 66 W. Scott, Harris County, Texas 051-256-014-0004 1 Lots 4, 5, and 6, Block 14 Amelia Airhart and Tract 3C-4, Abstract 66, W. Scott, Earnest Money Contract, Page 1 (the "Property"). The Property is depicted in Exhibit "A," which is attached hereto and incorporated herein for all intents and purposes. IV. CONSIDERATION The consideration for this transaction is the Seller's execution of the Environmental Release Agreement, which is attached hereto as Exhibit "B" and which will be executed by the Buyer at Closing and which the Parties hereby acknowledge and confess is good and valuable consideration. V. EARNEST MONEY Buyer shall deposit ONE THOUSAND AND NO/100 DOLLARS ($1,000.00) as earnest money with Stewart Title Company, as Escrow Agent, upon execution of this Agreement by both parties. VI. TITLE POLICY AND SURVEY Seller shall obtain at Buyer's sole cost and expense an Owner's Policy of Title Insurance (the "Title Policy") issued by Stewart Title Company, located at 2514 E. Cedar Bayou Lynchburg Rd, Baytown, TX 77521 ("Title Company") in the amount of TWO HUNDRED FORTY THOUSAND AND NOI100 DOLLARS ($240,000.00), 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 Earnest Money Contract, Page 2 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 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. VII. CLOSING The closing of the sale shall be on or before the 13" day of November, 2020, 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 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 Deed without Warranty 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. Earnest Money Contract, Page 3 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 assessments; preparation of deed; escrow fee; tax statements or certificates, and other expenses stipulated to be paid by Buyer under other provisions of this Agreement. B. Seller shall be responsible only for expenses associated with releases of existing liens, including prepayment penalties and recording fees and other expenses stipulated to be paid by Seller under other provisions of this Agreement. 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. 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. 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 Earnest Money Contract, Page 4 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 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 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. 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: BUYER Goose Creek Consolidated Independent School District Attn: Superintendent of Schools 4544 I-10 Baytown, Texas 77521 SELLER City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522 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 for educational 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 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 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 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 Buyer on or before the 81 day of October, 2020. 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 , 2020, the date of execution by the Seller. SELLER: CITY OF BAYTOWN, TEXAS RICHARD L. DAVIS, City Manager ATTEST: LETICIA BRYSCH, City Clerk Earnest Money Contract, Page 7 BUYER: GOOSE CREEK CONSOLIDATED INDEPENDENT SCHOOL DISTRICT DR. RANDAL O'BRIEN, Superintendent of Schools ATTEST: Signature Printed Name Title R:\Karen Homer%Documents Files Contracts GCCISD Earnest Money Contract - Market Street Property\EamestMoneyContract.doc Earnest Money Contract, Page 8 4741, Exhibit "A" ir --:51wi I-m- mpg OV" Exhibit " B" ENVIRONMENTAL RELEASE STATE OF TEXAS § COUNTY OF HARRIS § THIS ENVIRONMENTAL RELEASE ("Environmental Release"), is executed on this the _ day of October, 2020, by the GOOSE CREEK CONSOLIDATED INDEPENDENT SCHOOL DISTRICT, hereinafter known as the "District" as consideration for the City of Baytown's conveyance of the Property as described in the Earnest Money Contract dated the _ day of October 2020. Definitions. As used in this Environmental Release, the following terms shall have the following meanings, except where the context clearly indicates a different meaning: Adverse Environmental Conditions means any Hazardous Substances in soil or groundwater at, in, on, under, to or from the Property and the associated degradation products of any such Hazardous Substances (whether or not such degradation products have been identified at the Property prior to the Closing Date), including any migration of such Hazardous Substances from any portion of the Property to any other portion of the Property or to areas outside the Property, whether before or after the Closing Date. Applicable Law means all present and future federal, state or local constitution, statute, law (including principles of common law and equity), ordinance, rule, code, administrative interpretation, regulation, order, decision, writ, injunction, legally binding directive, judgment, decree or other requirement or restriction of any arbitrator or Governmental Authority. Closing Date shall mean November 13, 2020, or the date of the conveyance of the Property, if different. Environmental Inspections means environmental inspections, reports, tests, investigations, studies, audits, reviews, or other analyses with respect to the Property. Environmental Law means all Applicable Laws which regulate or relate to the protection or clean- up of the environment, the Handling or Release of Hazardous Substances, waste or materials, or other dangerous substances, wastes, pollution or materials (whether gas, liquid or solid), the health and safety of persons as affected by such substances, including protection of the health and safety of employees, or the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources. The term includes, but is not limited to, the United States Federal Water Pollution Control Act, the United States Resource Conservation & Recovery Act, the United States Clean Water Act, the United States Safe Drinking Water Act, the United States Atomic Energy Act, the United States Occupational Safety and Health Act, the United States Toxic Substances Control Act, the United States Clean Air Act, the United States Comprehensive Environmental Response, Compensation and Liability Act, the United States Hazardous Materials Transportation Act, all associated amendments and subsequent related legislation, and all analogous or related Applicable Laws. In addition to the foregoing, the term also means and includes all voluntary cleanup programs and/or brownfields programs under federal, state, or local law and all requirements imposed by any environmental permit. Environmental Release, Page 1 Governmental Approval means any consent, approval, authorization, waiver, grant, concession, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Governmental Authority. Governmental Authority means any foreign, domestic, national, federal, territorial, regional, state or local governmental authority, quasi -governmental authority, instrumentality, court, government or self -regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing. Handling means any manufacture, production, processing, distribution, use, generation, storage, treatment, transportation, recycling, disposal, or other handling or disposition of any kind, including the arrangement by contract, agreement or otherwise for such handling or disposition by any other person. Hazardous Substance means any pollutants, contaminants, chemicals, waste; any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical or chemical compound; or any hazardous substance, material or waste, whether solid, liquid or gas, that is subject to regulation, control or remediation under, or which may form the basis of Liability under, any Environmental Laws. The term includes, without limitation, any quantity of asbestos in any form, urea formaldehyde, PCBs, radon gas, crude oil or any fraction thereof, all forms of natural gas, petroleum products, fractions or by-products, radioactive substances, sludges, and slag. Judgment includes any (i) judicial or administrative judgment, order, writ, injunction, decree or award, or (ii) any contract with any Governmental Authority that is or has been entered into in connection with any Proceeding. Liability means, with respect to any person, any liability, indebtedness, expense, guaranty, endorsement or obligation of or by such person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise and whether or not the same is required to be accrued on the financial statements of such person. Losses means any and all costs, losses, taxes, Liabilities, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third -party claims), including, without limitation, interest, fines, penalties, Judgments, settlements, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any Remediation Activity), lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment or natural resources or any real or personal property, reasonable attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing. Proceedings means any actions, suits, hearings, arbitrations, proceedings (public or private) or investigations that have been brought by or against any Governmental Authority or any other person. Property shall have the meaning set forth in the EMC. Release means any release, threatened release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment. Environmental Release. Page 2 Remediation Activity means any cleanup, response, removal, remedial, corrective or other action to clean up, detoxify, decontaminate, treat, contain, prevent, cure, mitigate or otherwise remedy any Release of any Hazardous Substance; any action to comply with any Environmental Law or Governmental Approval; and any inspection, investigation (including subsurface investigations), study, monitoring, assessment, sampling and testing (including soil and/or groundwater sampling activities), laboratory or other analysis, or evaluation relating to any Hazardous Substances or to anything referred to herein. Representative means any officer, director, principal, attorney, accountant, consultant, agent, employee or other representative. 2. Release. (a) To the extent authorized by Applicable Law, the District, for itself and on behalf of its Representatives, does hereby release, hold harmless and forever discharge the City and its Representatives from any and all Losses incurred by the District (directly or indirectly) in connection with, arising out of, resulting from or incident to (i) any Adverse Environmental Condition; (ii) any Environmental Inspections, and (iii) any Remediation Activity conducted by or on behalf of the District, including any damage or injury to persons or property or any Release of Hazardous Substances. (b) To the extent authorized by Applicable Law, the District, for itself and on behalf of its Representatives does hereby release, hold harmless and forever discharge the City for any and all actual, threatened or potential claims of any kind or character, whether known or unknown, relating to the Adverse Environmental Conditions, or Remediation Activities of the District with respect to the Adverse Environmental Conditions, including any claims for contribution for such Remediation Activities pursuant to any Environmental Law. The District, for itself and on behalf of its Representatives, hereby waives any and all rights and benefits with respect to such claims that it now has, or in the future may have conferred upon it, by virtue of any statute or common-law principle that provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the time of executing the release. Accordingly, the District acknowledges that it is aware that factual matters now unknown to the District or its Representatives may have given or may hereafter give rise to Losses or claims that are currently unknown, unanticipated and unexpected, and that it is the District's intention to fully, finally and forever release the City from all Losses or claims as set forth herein. 3. Miscellaneous. a. Governing Law. This Environmental Release shall be construed and interpreted in accordance with and governed by the laws of the State of Texas, United States of America, as applied to agreements among Texas residents entered into and wholly to be performed within the State of Texas (without reference to any choice or conflicts of laws, rules or principles that would require the application of the laws of any other jurisdiction). Venue for all purposes shall lie in Harris County, Texas. b. Severability. If any provision in this Environmental Release will be found or be held to be invalid or unenforceable, then the meaning of said provision will be construed, to the Environmental Release Page 3 extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder of this Environmental Release which will remain in full force and effect unless the severed provision is essential and material to the rights or benefits received by the City. In such event, the District and the City will use their respective best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or release which most nearly affects the intent of the District and the City in entering into this Environmental Release. C. Construction and Interpretation. (1) Neither the District nor the City, nor their respective counsels, shall be deemed the drafter of this Environmental Release for purposes of construing the provisions of this Environmental Release, and all provisions of this Environmental Release shall be construed in accordance with their fair meaning. (2) The paragraph headings contained in this Environmental Release are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several paragraphs. IN WITNESS WHEREOF, the parties hereto have caused this Environmental Release to be duly executed by their respective authorized officers as of the day and year first above written. GOOSE CREEK CONSOLIDATED INDEPENDENT SCHOOL DISTRICT DR. RANDAL O'BRIEN, Superintendent of Schools STATE OF TEXAS COUNTY OF HARRIS Before me, , the undersigned notary public, on this day personally appeared DR. RANDAL O'BRIEN, in his capacity as the Superintendent of Schools of the Goose Creek Consolidated Independent School District, 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 on this _ day of November, 2020. Notary Public in and for the State of Texas R UCaren HornerTocurnentsTiles Contracts GCCISD Earnest Money Contract • Market Street Property\Envuonmental Release 10022020.docx Environmental Release Page 4