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HomeMy WebLinkAboutR-1988-07 . . RESOLUTION NO. 88-~ A RESOLUTION FINDING THE PUBLIC NECESSITY FOR THE ACQUISITION OF CERTAIN PROPERTY FOR PARK PURPOSES~ AUTHORIZING THE CITY ATTORNEY OF THE CITY OF LA PORTE TO ACQUIRE SAID PROPERTY BY NEGOTIATION WITH THE OWNERS THEREOF, OR BY PROCEEDINGS IN EMINENT DOMAIN. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LA PORTE: WHEREAS, the City Council of the City of La Porte has found and determined that public necessity requires the location, construc- tion, operation and maintenance of public park facilities on the hereinafter described real property, in the City of La Porte, Harris County, Texas~ and WHEREAS, the City Council of the City'of. La Porte has found and determined that the fee simple title in and to the hereinafter. described real property is suitable and needed for such purpose, and that it is necessary to acquire same for the construction of ~uch public park facilities as aforesaid~ and WHEREAS, the City Council of the City of La Porte deems it . advisable to authorize, and does hereby authorize Knox W. Askins, its City Attorney, to represent it in the acquisition of the hereinafter described property: Section 1. That the said Knox W. Askins, as City Attorney for the City of La Porte, be and he is hereby authorized to negotiate with the owners of the hereinafter described land, concerning the acquisition by the City of La Porte of the fee simple title thereto, at the fair market value for same, and, should said legal counsel, as duly authorized representative of the City of La Porte, be unable to agree with such owners as to the fair market value of such fee simple title, then, and in that event, said City Attorney for the City of La Porte be, and he is hereby, authorized and directed to file against all owners and lienholders, proceedings in eminent domain to acqui~e the fee simple title to the hereinafter described real property, for public park purposes, to wit: Lots l5 through 26, both inclusive, all in Block 4l, TOWN OF LA PORTE, Harris County, Texas, together with all improvements thereon situated. Section 2. The City Council officially finds, deter~ines, recites and declares that a sufficient written notice of the date, (. . RESOLUTION NO. 88-~, Page 2 hour, place and subject of this meeting of the City Council was posted at a place convenient to the public at the City Hall of the City for the time required by law preceding this meeting, as required by the Open Meetings Law, Article 6252-17, Texas Revised Civil Statutes Annotated~ and that this meeting has been open to the public as required by law at all times. during which this resolution and the subject matter thereof has been discussed, considered and formally acted upon. The City Council further ratifies, approves and confirms such written notice and the contents and posting thereof. PASSED AND APPROVED this the 28th day of March, 1988. CITY OF LA PORTE By: ~ . f/n. ,/ idian ~ne rtt:~ ATTEST: ~/~ Cherie Black; City Secretary A~:tJ ~ Knox W. Askins, City Attorney .,' e e .. il'I '. (- (' KNOX W. ASKINS, ~. D., P. C. ATTORNEY AT LAW 702 W. I'"AIRMONT PARKWAY P. 0, BOX 1218 .JOHN D. ARMSTRONG, .J.D. ASSOCIATE LA PORTE. TEXAS 77571-1218 TELEPHONE 713 471'1886 March 21, 1988 Mr. Robert T. Herrera City Manager City of La Porte City Hall La Porte, TX 77571" Dear Bob: Recently, Stan Sherwood asked me to obtain an option for the City of La Porte to purchase the present post office site on South 4th Street, from its owners, Mr. & Ms. James Stewart of Hempstead, Texas, at sucH time as the post office moves to its new quarters on Fairmont Parkway. He indicated that the City probably could not close this purchase until after the beginning of its next fiscal year, October 1,\ 1988. It appears that ~r. & Ms. Stewart have granted a purchase option on this property, and also the Cowboy Store property on Main Steet, to the Confrontation Church of God in Christ in La Porte~' That o~tion must be exercised or not, by the Church, coincident with the termination of the present post office lease, which goes through June, 1988. Mr. & Ms. Stewart have granted the Church an option to buy the post office property on cash and terms, at a total price of $90,000.00. They are willing to sell the property to the City of La porte, where is, as is, as to the condition of the improvements, for $90,000.00 cash. . If the City of La Porte wishes to purchase this property, I feel that it is important that the purchase be approved by City Council in executive session, and the acquisition resolution be passed and recorded in the Harris County Clerk's office. I have prepared a proposed resolution, and enclose it with this .letter. I would suggest that the following two items be placed on the agenda for the Monday, March 28, 1988 meeting: I Regular Meeting: consider resolution authorizing acquisition of Lots 15 through 26, both inclusive, Block 41, Town of La Porte, Harris County, Texas, for use as a Senior Citizens Center (present u.S. Post Office site). Executive Session: legal -- land acquistion -- authorize City Attorney to acquire real property for relocation of Senior Citizens Center. ... . e _ - lit ..-- ............... ( ( Mr. Robert T. Herrera La Porte, TX 77571 i>iarch 21, 1988 Page 2 , These actions by City Council would not bind the City Council'to purchase the property, but would prevent the sale of the property to the Church or any other party, pending acquisition by the City of La Porte. Yours very truly, --- .r tz;4 ~nox w. Askins City Attorney City of La Porte KWA:sw Enclosure ..r :.. . e r-::: !t t.- \ ,~ .. JO'i\.w- . ~ ~ 3''Z.f,\~ ~~.. P. C. E'luA.~ ~ KNOX W. ASKINS, J. D., ATTORNEY AT LAW ...OHN 0, ARMSTRONG. ....0, ASSOCIATE 702 W, F'AIRMONT PARKWAY P. O. BOX 1218 LA PORTE, TEXAS 77571-1218 R c:: .".... -~ . J 1,_.', '-.; ~ f 1- D .. : t :.: 1 MAR ~ - TELEPHONE , - L -lS88713 471-1eee March 10, 1988 // Mr. & Ms~ James E. Stewart Rt. l..("Box 470E ..- Hempstead, TX 77445 / Dear Mr. & Ms. Stewart: As we discussed, I enclose several copies for your signature, of a proposed Earnest Money Contract for the sale of the post office property, parking lot, and adjoining vacant lots, by you to the City of La Porte. This would be subject to budget approval this summer by the City of La Porte, and, if approved, would have to close after October 1st, which is the beginning of the City's new fiscal year. The City, therefore, must retain the right to cancel the Contract, if not approved in budget hearings. The City would accept the improvements on the property, where is, as is, with other provisions as per the Contract. If you have any questions, please give me a call. If not, please sign all copies of the Contract, and return all copies to me, for filing with the title company. The title company will the send you a fully signed copy. ~rY tru Knox W. Askins KWA: sw Enclosures cc: Mr. Robert T. Herrera City Manager v/City of La Porte ...!'" ~.. Mr. Stan Sherwood Parks & Recreations Director City of La Porte .' '''f ." e OA'ICI ....n OffIce Com_..lIIFllck Commercie>>8art'lm CommerclallCwt,.. Com_cl.us..nlold tNOlTo".W' Ch... 'NOIC.am_ M.....,aUS.. Mary'. M.moriaUEklr. Humble Saul. W." Ai OFFICES :zF..'peI$.... IIO-rl1l6r saor Son FaIIpoIsaor San fOl'1IO _ eoo.nlll' sao' Son F"'poISun. 110-71116' 6lI47 Son F..'poIlI.... II1H7Oll7 1100 W.. ~ &0. II. F_,mm "lI!iO Torrey C/IIIO ",",,/SuIl. UlCH701I 6I2Il fM IIlIII WOOl/Suh. '2\077_ "'" 91. M..,'IIS.". 17&-n079 777 N, EkIr. ..., /SuII. UO,n079 n02 FM IIlIII EIIIISu.. IQl.n:MI IOOIl Soul-" Fwy./Sul'. IOI-n070 _110, 7110-311' 7...2112 711)..111. 710-1201 150-_ - -- 131,'217 .JO._ 112,1_ m.oa71 Ii COMMONWEALTH lAND TITLE COMPANY OF HOUSTON I I EARNEST MONEY CONTRACT-COMMERCIAL IMPROVED PROPERTY THIS CONTRACT FORM HAS BEEN PREPARED FOR USE BY MEMBERS OF THE HOUSTON BOARD OF REALIDRS, BY ITS LEGAL COUNSEL, AN ATIORNEY AT LAW LICENSED IN TEXAS, AND APPROVED FOR USE IN A TRANSACTION INVOLVING THE SALE. OF COMMERCIAL IMPROVED PROPERTY, SUCH APPROVAL RELATES 10 THIS CONTRACT FORM ONLY. nns FORM HAS Nor , BEEN DRAFTED FOR A SPECIFIC TRANSACTION AND NO REPRESENTATION IS MADE AS TO TIlE LEGAL VALIDITY OR ' ADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. TERMS AND PROVISIONS THAT ARE Nor APPLICABLE SHOULD BE STRICKEN BY THE PARTIES, THE PARTIES ARE ADVISED TO CONSULT THEIR ATTORNEYS BEFORE SIGNING. 1. PARTIES, ,TAMES E. STEWARl' and wife, F.T .!=lIE croI<t'STEWART (Seller) agrees to sell and convey to CITY OF LA POro'E, a nnmicipnl corporation (Buyer) and Buyer agrees to buy from Seller the following propeny for .the consideration and upon and subject to the terms, provisions, and conditions hereinafter set fonh, 2. PROPERTY: A tract of land situated in T.i'! Port-F!, H';:trr; ~ County, Texas, together with all buildings, improvements, fixtures, and all propeny of every kind and character and description owned by Seller located on, attached to, or used in connection with the PropenYi and all privileges, and appunenances pertaining thereto including any right, tide and interest of Seller in and to adjacent streets, alleys, or rights-of-way, Seller's interest in and to all leases or rents, and security deposits, Seller's interest in and to all licenses and permits with respecr to tht Property, Seller's interest in all service, maintenance, management or other contracts relating to the ownership or operation of the Property, Seller's interest in all wamnties or guaranties relating to the Property or to any tangible personal property and fixtures located on, attached to, or used in connection with the Property, and Seller's interest in any trade names used in connection with the Property; all of the above hereinafter collectivel)' called "Property", described as follows and/or as set out on Exhibit "Aft attached hereto, and incorporated herein: IDts 15 through 26, both inclusive, all in Block 41, TaVN OF LA PORl'E, Harris County, Texas, together with all improvements thereon situated. The metes and bounds description determined by the survey of the Property hereinafter provided for wl1l replace Exhibit "Aft attached hereto in the event it should differ from the attached exhihir. Any property to be excluded from this sale should be set forth under Special Provisions below. 3. CONTRAcr SALES PRICE: A, Cash payable at closing. . . . . . . . . . . . . . , . . . . , , , . , , , , , , , . . . , . . . , , . , . . . . . . . . , . . . . , . . . . . . . . . , . . , . . ,$ 90,000 - 00 B, Sum of all notes described in Paragraph 4 below. , , , , . , . , , , , . . , . . . , . . . . . . . , . . . . . . . . . . . . . . . . . . . . . , . $ -Q- C. Sales Price (Sum of A and B). . , . . , . . , , . . . . , . . , , , . , , . , , , , , . , . , . , . . . . . . . . . . . . . . . , , . . . , , , . . . . . . . ,$ 90.000 - 00 4. FINANCING: o A. SUBJECT 10: Buyer takes subject to, and docs not assume payment of, the unpaid balance of that promissory ,note to dated ' and d!Xs not assume those obligations Imposed by the Deed of Trust, securing payment of said note, recorded in the county where the Property Is situated. Buyer shall pay the installment payment due after the date of closing. The principal balance at closing will be $ , allowing for an agreed $ variance, The cash payable at closing ,hall be adjusted for the amounr of such variance. Should this not be acceptable to the note holder, or if the variance exceeds the amount above, or should the terms of the note or deed of trust or interest rate be modified, or should Buyer be required to pay a uansfer fee in eXcess of $ , this Contract may be terminated at Buyer's option and the Earnest Money shall be refunded to Buyer. DB, ASSUMPTION: Buyer shall assume the unpaid balance of that promissory note payable to dated , and those obligations imposed by the Deed of Trust recorded in Volume , Page of the Deed of Trust Records in the county where the Property is situated, Buyer shall pay the installment payment due after the date of closing, The assumed principal balance at closing will be $ , allowing (Qr an agreed S variance. The cash payable at closing shall be adjusted for the amount of such variance. Buyer shall apply for assumption approval withiro days from the effective date hereof and shall make every reasonable effort to obtain the same. If the variance exceeds the above amount, or the existing iruerest rate is increased above %, or any other terms are modified, or Buyer is required to pay an assumption fee in excess of $ , or assumption approval cannot be obtained within days (rom the effective date hereof, this Contract may be terminated at Buyer's option and the Earnest Money shall be refunded to Buyer. DC. THIRD PARTY FINANCING: This Contrnct is subject to approval o( a loan (or Buyer by a third party In the amount o( $ payable in in5tallments for not less than yean with the interest rate not to exceed % per annum, and with each principal and..inrerest installment not to exceed $ , 0 including Interest 0 plus Interest. Buyer shall apply for the loan within days from the effective date hereof and shall make every reasonable effort to obtain approval. If the loan has not been approved within days from the effective date hereof, this Contract shall terminate and the Earnest Money shall be refunded to Buyer. o D. SELLER FINANCING: Buyer shall execute a promissory note to Seller in the principal sum of S interest per annum, and payable: (Check I, 2, 3 and/or 4 belQw) o (I) In full un the day of , 19 .. , bearing % , with accrued interest being due and payable . , ~. 'I o (2) In 0 monthly 0 annual 0 other: each, hel:inninj; on rhe Jay IIf the day of ',"paid, 5hall he ,hen due and pa\'ahlc, , installments of $ . 0 including Interest 0 plus interesJ , 19 , and continuing regularly thereafter until . 19 , when the entire amount of principal and Interest then remaining 3/84 Poll/C I of 6 -: o (3) Interest only in 0 monthly 0 annual 0 or her: beginning on the day of day of. , 19 installmenrs of $ each, , 19 , and continuing regularly thereafter until the , 19 . and thereafter in 0 monthly 0 annual 0 other: . 0 including interest 0 plus interest, beginning on the , 19 , and continuing regularly thereafter until the day of , when the entire amount of principal and interest then remaining unpaid shall be installments of $ day of. due and payable. d (4) The Note shall provide for no personal or cOl'pOmte liability in the event of a default, it being understood that the holder of the Note may look only to the security provided by the Deed of Trust and retained vendor's lien to enforce the payment of the indebtedness, o (5) The Deed of Trust securing payment of the' Note shall provide that if all or any part of the Property or an interest therein is sold or tmnsferred by Buver without the prior written consent of the holder of the Note, the holder of the Note may, at its option, declare all the sums secured by the Deed of Trust to be immediately due and pavable. Any Seller financed note may be prepaid in whole or in part at any time without penalty. Any prepayments are to be applied toward the payment o( the installments of principal last maturing, but interest shall immediately cease upon amount of principal prepaid. The lien securing payment o( such note will be inferior to any lien securing any loan assumed, taken subject to or given In connection with third "arty financing. Each note herein provided shall be secured by Vendor's and Deed of Trust liens and assignment of leases. A Vendor's Lien and Deed of Trost to secure any auumption, or Buyer's perfonnance if taken subject to, shall be required, which lien shall be automatically released on execution and delivety of a release by noteholder. In case of dispute as to the fonn of the Deed, Note(s), or Deed of TNst(s), fonns rrepared by the State Bar of Texas shall be used. Each note herein provided shall contain provision for accelemtion of maturity in the event of default and for the payment of reasonable attorney's fees if the note is placed in the hands of an attorney for collection. S. EARNEST MONEY: As a condition precedent to the validity of this Contmct, $ 500.00 as Earnest Money with Ccmronweal th Land Title Canpany bearing account, upon execution of the Contmct by both parties, is herewith tendered and is to be deposited as Escrow Agent, and placed in an interest 6. CLOSING: The closing of the sale (the "Closing Date") shall take place at the Title Company on or before October 15 19 88 unless such date is changed in writing by Seller and Buyer, or otherwise extended as herein provided. A. At the closing, Seller shall deliver to Buyer, at Seller's sole cost and expense, the following: (I) A duly executed and acknowledged Geneml Warranty Deed conveying good and indefeasible title in fee simple to all of the Property, free and clear of any and all liens, encumbmnces, conditions. easements, assessments, reservations and restrictions. except as pennitted herein and/or approved by Buyer in writing; (2) An Owner's Policy of Title Insurance (the "Title Policy") i~ued by Ccmronweal th land Title CCI'l1Panv (the Title Company) in the full amount of the Sales Price, dated as of closing, insuring Buyer's .fee simple title to the Property to be good and indefeasible subject only to those title exceptions pennitted herein, or as may be 'approved by Buyer in writing, and the standard printed exceptions contained in the usual fonn of the Title Policy, provided, however: (a) the exception as to area and boundaries ~shall not be deleted 0 shall be deleted except for "any shortages in area" and if deleted, such deletion shall be an expense of . ; (b) the exception as to restrictive covenants shall be endorsed "None of Record", unless any existing restrictive covenants are approved by Buyer; (c) the exception as to taxes shall be limited to taxes for the current year and subsequent years, and subsequent assessments for prior years due to changes in land usage or ownership; (3) A Bill of Sale containing warm.uies to title, conveying title, free and clear of all liens, to any personal property specified herein and an assignment of leases, prepaid rents, security deposits, and tmde name, and to the e."Ctent assignable, licenses and pennits, maintenance, management or other contmcts, warranties or guamnties, duly executed by Seller; (4) A current rent roll duly certified by Seller; (5) If requested by Buyer, to the extent assignable, an assignment of anyone or more of the insumnce policies held by Seller pertaining to the Property, duly executed bv Seller: (6) Furnish evidence of its capacity and authority for the closing of this tmnsaction; (7) Execute all other necessary documents to close this tmnsaction. B. At the closing, Buyer shall perform the following: (1) Pay the cash portion of the Sales Price; (2) Execute the noteCs) and deed(s) of trust provided for herein; (3) Furnish evidence of its capacity and authority (or the closing o( this tmnsactioni (4) Furnish to Seller and/or Third Party Lender, at Buyer's expense, a mortgagee's policy issued by Title Company (or the benefit of the holder(s) of the deed(s) of trust provided for herein; (5) Execute all other necessary documents to close this tmnsaction. (6) Execute an assumption agreement for payment of any broke~ge leasing commissions that become due and payable after the date of closing. 7. FEASIBIUlY STUDY AND INSPECfION: Buyer BJ is 0 is not gmnted the right to conduct an engineering, and/or market and economic (easibility Itudy ("Feasibility Study") o( the Property, and a physical inspection ("Inspection") of all improvemenu, furtum, mechanical equip- ment, and personal property being sold hereby. In the event Buyer iJ granted such right Buyer shall ha~ 1 RO days from the effectlw date hereof to perfonn such study and inspection and in this regard. Buyer or his designated agents may enter upon the Property (or pwposes of.uch analysis, or other tesu and inspections which may be de~~ed necessary by Buyer. If Buyer detennlnes, in hla sole ludiment, that t!'e Property is nor suitable for any reason for Buyers intended use or purpose, or is not in satisfactory condition, then Buyer may, on written notice to Seller, on or before 1 RO days from the effective date hereof, tenninate this agreement, and It shall be null and void for all purposes and the Earnest Money shall be returned to Buyer. I( the written notice- is not given to Seller within such period, thJa condition and any and all objectiON with respect to the Feasibility Study and Inspection shall be deemed to have been waived by Buyer for all pwpoeet. In the event thla Conmct shall not close, through no fault of Seller, Buyer shall restolt: the Pro~rty to Its original condition, If' changed due to the tests and Inspections perfonned by Buyer. and shall provife Seller with a copy of the results of any tesu and Inspections made by Buyer, excluding ,. any market: and economic feasibility studies. The study/inspection shall be at buyer's expense. -. 8. BROKER'SFEE: Charles n_ Rq{lp-, Rnylp 'Rp::Ilty Listing Broker ( 6 %) anrl Co-BIOlr.er (6 %) (collectively the "Broker"), as Broker, has negotiated this sale and Seller agrees to pay Brolc.er In Harrla County, Texas, on consummation of this sale or on Seller's default (unless otherwise provided herein) B total cash (ee of of the total Sales Price, which Escrow Agent shall pay from the sales proceeds, Each of the parties repre,sen~ to the other that It has not Incurred any liability for brokerage fees or commissions in connection with this tmnsaction other than the hablhty of Seller 81 set forth above. Each party Indemnifies and agrees to hold the other pa, . harmless from any and all claims and/or expense raultlna to the other party by reason of a breach of the representation made by such party herein. 9. POSSESSION: The possession o( the Property shall be delivered to Buyer at funding in its present condition, ordinary wear and tear excepted, 3/&4 ~iit~ Z 0 6 10, SPECIAL PROVISIONS: a) Buyer, City of Ia Porte, shall have the right to cancel this contract, without cause, anyt.i.rre prior October 1, 1988, and receive the refund of its earnest roney deposit. b) Buyer buys the property,. where is, as is, and Seller makes no warranty as to the condition of the improvenents on the property. (Insert factual statements and business de,ails applicable to this sale,) 11. SALES EXPENSES TO BE PAID IN CASH AT OR PRIOR TO CLOSING: A. SELLER'S EXPENSES: All costs of releasing existing loans and recording the releases; Owner's Title POIiCYi survey; tax statementsi 1/2 of any escrow fee; preparation of Deed; other expenses stipul:lted to be paid by Seller under other provisions of this Contract. B, BUYER'S EXPENSES: All expenses incident to any loan (c,g., loan procurement fees, preparation of Note, Deed of Trust, and other loan documents, recording fees, Mortgagee's Title Policy, prepayable interest, credit reports)j 1/2 of any escrow feei copies of restrictions, easements, reservations, or conditions affecting the Property; and cxpcnses stipulated to be paid by Buyer under other provisions of this Contract. 12, PRORATIONS: Insurance (at buyers option), interest on any debt assumed or taken subject to, assessments, current taxes, and any rents, and maintenance fees shall be prorated at the date of closinR, No proration shall be made for delinquent rents existing as of Closing Date, which rents Seller shall be responsible for collecting, At the closing, Seller shall pay to Buyer in cash the amount of any prepaid rents paid to Seller by tenants o~the Property for periods subsequent to the Closing Date. If ad valorem taxes for the year in which the sale is closed are not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed in the previous year, with a subsequent cash adjustment of such prorcltion to be made between Seller and Buyer, if necessary, when actual tax figures are available. If Buyer is assuming payment of or taking subject to any existing loan on the Property, all reserve deposits for the payment of taxes, insurance premiums, or other charges shall be transferred to Buyer by Seller and Buyer shall pay to Seller the amount of such reserve deposits. Any special assessments applicable to the Property for improvements previously made to benefit the Property shall be paid by Seller. Seller shall p~y to Buyer at closing in cash the amount of any deposits paid to Seller by tenants of the Property, including but not limited to, all rental security, cleaning, utility, key, damage, and other deposits. All other income and ordinary operating expenses of the' Property, including but not limited to, public utility charges, maintenance, management, and other n,)nnal operatinR charRcs shall be p~rated as of the date of closing. ,', TITLE APPROVAL: Seller shall deliver to Buyer within twenty (20) days from the date of this Contract a Commitment for Title Insurance (the "Commitment") and, at Buyer's request, legible wpies of all recorded instruments affecting the Propelty and recited as exceptions in the Commit- ment. If Buyer has an objection to items disclosed in such Commitment or survey provided for herein, Buyer shall have fourteen (14) days after receipt of each such instrument to make written objections to Seller. If Buyer or third party lender makes such objections or if the objections arc disclosed in Commitment, survey or by the issuer of the Title Policy, Seller shall have thirty (30) days from the date such objections are disclosed to cure the same, and the Closing Date shall he extended, if necessary, Seller agrees to utilize irs best efforts and reasonable diligence to cure such (.bjection, if any. If the objections are not satisfied within such time period, Buyer may (i) terminate this Contract and the Earnest Money shall be refunded to Buyer, and neither party shall have any further rights or obligations pursuant to this Contract, or (ii) waive the unsatisfied objections and close the transaction, 14, DEFAULT: Unless otherwise provided f,u herein, if Buyer fails to comply herewith, Seller may either (i) enforce specific perfonnance and s\.ek such other relief as may be provided b~' law, or (ii) terminate this Contract and receive the Earnest Money as liquidated damages, one-half of which (but not exceeding the herein recited Broker's fee) shall be paid by Seller to Broker in full payment of Broker's services. The Broker's fee is payable only if and when Seller enforces specific performances, collecrs damages for such default by suit, compromise, settlement, or receives the Earnest Money as liquidated damaRes, Unless otherwise provided for herein, if Seller fails to comply herewith, Buyer may either (i) enforce specific performance hereof and seek such other relief as may be provided by law, or (ii) terminate this Contract and receive the Earnest Money. Notwithstandinl: the above, accrued interest, if any, on the Earnest Money shall be paid to Buyer. IS. AlTORNEY'S FEES: Any sil:natory [0 this Contract who is the prevailing party in any legal proceeding against any other signatory hrought under or with relation to the Contract or transaction shall be additionally entitled to recover court costs and reasonable attorney's fees frolD the non-prevailing party, 16, ESCROW: The Earnest Money is deposited with Escrow Agent with the understanding that Escrow Agent (i) is not a party to this Contract and does not assume or have any liability for performance or non-performance of any party and (ii) has the right to require from all signatories a written release (If liability of the Escrow Agent, termination of the Contract and authorization to disburse the Earnest Money. At closing, Earnest Money and accrued interest shall be applied to any cash down payment required, next to Buyer's closing costs and any excess I't'funded to Buyer, Any refund or payment of the Earnest Money under this Contract shall be reduced by the amount of any actual expenses Il.curred on b.h.,!f of the party receiving the Earnest Money, and the Escrow Agent will pay the same to the creditors entitled thereto, 17. REPRESENTATIONS AND WARRANTIES OF SELLER: Seller hereby represents and warrants to Buyer as follows, which representations and \\'3rranties shall he deemed made by Seller to Buyer also as of closing date and such representations and warranties shall survive the closill.!: A. There are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or tresspassers except tenants under the written leases delivered [0 Buyer pursuant to the Contractj - B. There is no pending or threatened condemnation or similar proceeding or assessment affecting the Property, or any part thereof, nor to the best knowledllc and belief of Seller is any such proceeding or assessment contemplated by any governmental authority; C. Seller is the fee simple owner of the title to the Property and is duly authorized and empowered to sell said Property; D. Seller has paid, through the current year, all taxes, charges, debts, and other assessments due by the Seller with respect to the Property; E. The Property is not in a flood plain or water district, except as follows: .. F. All Immb) a~sumed or taken subject to are not presently in default and will not be in default at the time of closing; G. There will he no unn:cl)n.Ied liens or Uniform Commercial Code liens against any (If the PIOperry which will not be satisfied oUt of the Sale!' "ricei H. Seller knllw, of nil exi,ring condition wirh respect rCl rhe Property or its operation which violates any government code or regulation; I. Seller h.t, 1101 kllllwl.,.Jge Ih,ll rhe Ptllpcrt~' i~ sul-ject [0 any surface or sub-surface gnl'lIl.l faults; J1~4 P,II'" \ I.t n J, The Property is not being used and Seller has no knowledge that it has ever been used for the storage or dispusalllf any haZiml(lus or toxic materials; K, To the best of Seller's knowledge, no fact or condition exists which would result in the termination of the current access from the Property to any presently existing highways and/or roads adjoining or situated on the ProperlY. ur wany existing sewer ur other utility facihiies servicing, adjoining, or situated on the Property; L. Seller shall not further encumber, or allow the encumbrance of, the title to the Property, or modify the terms or conditions of any existing encumbrances, if any, without the written consent of Buyer; M, Setler has no knowledge of any pending or contemplated change in any statute, ordinance, rule or other governmental regulation applicable to the Property, or any action pending or threatened by any governmental body, adjacent landowners or orher persons. or of any condition upon or affecting the Property, any of which would result in any material change in the condition of the Property, or in any way limit the use of the Property; , N. Seller has not received, and has no other knowledge of any notice from any insurance company requesting the performance of any work regaroing the Property or relating to an increase in the insurance premiums applicable [0 the Property; 0, Seller has all necessary licenses and permits required by any and all statutes, on!inances, rub or other governmental regulations for the use and operation of the Property; p, All obligations of Seller arising from the ownership and operation of the Property and business operated thereon, including, but not limited to salaries, taxes, leasing commissions, and the like, have been paid as they became due or will be paid :It or prior to closing, Except for obligations for which provisions are herein made for proration or other adjustment at closing and the indebtedness taken subject to or assumed, there will be no obligations of Seller with respect to the Property outstanding as of the Closing Da.te; Q. Each Lease furnished to Buyer pursuant to this Contract is in full force and effect. and has nor been amended or modified in any way that has not been disclosed to Buyer in writing, Such Leases constitute all of the written and oral agreements of any kind for the leasing, rental, or occupancy of any portion of the Property, To the best of Seller's knowledge Seller has performed and complied with all its obligations under the Leases as and when thereby required. and there exisu no fact or circumstance that could constitute a default of the landlord or lessor under any of the leases, or entitle any tenant thereunder to offsets or defenses against the prompt, current payment of rent thereunder, Each tenant under the leases actually occupies the premises leased thereunder, Except as expressly disclosed to Buyer in writing on the rent rolls furnished to Buyer pursuant to this Contract, no rental under any lease has been collected in advance of the current month, and except as so disclosed to Buyer in writing on such rent rolls, there are no concessions, bonuses. free months rental, rebates, or other matters affecting the rental for any tenant thereunder, Seller is the owner of the entire lessor's interest in and to each of the Leases and none of the Leases or the rentals or other sums payable thereunder has been assigned or otherwise encumbered, except as security for loan(s) assumed or taken subject to as provided herein. To the best of Seller's knowledge, no tenant under any of the Leases is in default thereunder; R. There are no attachments, executions, assignments for the benefits of creditors. or voluntary or involuntary proceedings in bankruptcy or under any orher debtor relief laws contemplated by or pending or threarened against Seller or the Property; S. Seller knows of no repairs rhat need to be made to the Properry and has no knowledge of any latent structuml defects or any other defects of the Property, except for the following: hllypr ;)r.r.Ppt-~ t-hp prnp?rty f as is, where is. THIS COVENANT IS NOT INTENDED TO BE A WARRANTY AND NO EXPRESS OR 1!\IPLlED WARRANTY IS GIVEN BY SELLER WITH RESPECT TO THE PROPERTY, If any representation or warranty above is known by Buyer, I'rior to clnslllK, [(l he untrue illlJ is not remedied by Seller prior to closing, Bu)'er may (i) rerminate this Contmct and the Earnest Mone)' shall be refunded to Buyer. and neither parry shall have any further rights or obliga- tions pursuant to this Contmct. or (ii) wai\'e its objections and dose the tr.lIls:lction, 18, AGREEMENTS OF SELLER: A. Seller agrees to deliver to Buyer within five (5) days of the effective date of this Cnntr.\ct copies of the following: (i) A current rent roll acceptable in form to Buyer and certified hy Seller tll he true and correct as of the date of delivery; (ii) All Leases pertaining to the Property. including any and all modifications. supplements, or amendments thereto; (iii) A current inventory of all tangible personal property and fixtures owned by Seller and located on, attached to, or used in connection with the Property, certified by Seller to be true and correct as of the dale of delivery; (iv) Nore(s), Deed(s) of Trust and mher loan documents pertaininl: to loan(s) assumed or taken subject to; (v) All service. maintenance, management, or other contrdcts relating to the ownership arid operation of the Property; (vi) All warranties and guamnties relating to the Property. or any part thereof, or to the t:lIlllihle personal property and fixtures owned by Seller and located on, attached to, or used in connection with rhe Property, if available; (vii) All fire, hazard, liability. and other insurance policies held by Seller on the Properry; (viii) All of the most recent real estate and personal property tax statemenrs with respect to the Property; (ix) All leasing or other commission agreements with respect to the Property. which commissions are being assumed by Buyer pursuant to pamgraph hereof; (x) The "as-built" plans and specifications with respect to the Property, if a\'ailahle; (xi) Information on urility and repair expenses incurred by Seller for operation of the Pn'perty for each month for the preceeding two (2) years; (xii) A true and correct sratement of income and expenses for the Property from to Buyer shall have days from the date of delivery of the above required information to review such information, If Buyer objects to any matters contained therein, Buyer may within the above time period (i) rerminate this Contracr and the Earnest Money shall be refunded to Buyer, and neither party shall have any further rights or obligations pursuant to this Cuntract, or (ii) waive such objections and close the tmnsaction, Seller agrees to deliver to Buyer at least seven (7) days prior to lhe Closing Date an estoppel certificate Jated and executed not earlier than ten (10) days prior to the Closing Date by each of the tenants under the leases stating rhat as of the Closing Date (I) no default exists under the terms of the lease agreement by either landlon! or tenant; (2) the amounr of any rental payments made in advance, if any; (3) the amount of any security deposits made, if any; (4) that the tenant has no defenses or off~ets allainst the payment of rent accruinl: under the terms of the lease agreement; and (5) a warranty by Seller that said Leases are in full force and effect and thar rhere are no defaults thereunder. If any tenants assert defenses or offsets against the payment of rent which are unacceptable to Bu)'er, Buyer shall immediately., + notify Seller in writin~, Seller shall promptly undertake to eliminate stich tin acceptable defenses or offsets, In the event Seller is unable lU do so by Closing Date, Buyer may (i) terminate this Contract and the Earnest Money shall be refunded to Buyer, and neither party shall have any further rights or obligations pursuant to this Contract, or (ii) waive such objections and close the tmnsolction, B. From the effective date of this Contract unril the Closing Date or earlier termination of this Contract. Seller shall: (i) Operate the Pmperty diligenrly and in the onlinary course of its husiness and will use its best efforts to tl'as'lIlOlbly preserve for Buyer the relationships of Seller and its suppliers, tenants, and others havinJ:l relarions with it; (ii) Keep, maintain, and n:pair the Property in a J:lood and presentable condition and comply with all reJ:lulations affecting the Prllperty; (iii) Keep, observe, and perform its obligations 3S landlon! under the Leases. and as long as tenants are not in default under the Leases, cause the termin:lllon of any Lease without the prior written consent of Buyer; POlge 4 01 6 JIIl'1 ~- livl Not enter into any wrmen or oral ~ervic~ conrract or other agreemenr Willi re~reCI tll the Prllpeny Ihell will not l~ iully performed hy Seller on or hefore the Clo~inll Date, or that will nor be cancellable hy Bl'yer wnhout lIahillty on or afler the Closing Date, without the pmlr ,,'rinen conseOl of Bu\'er; lv) Nlll enter 1010, or alter, amend, or otherwise modify, or supplement any lease without the prior wrillen consent of Buyer; (vi) Nor J:raOl any honus, free month's rental, rehatt or other concession to any present or furure tenant of the Property; (vii) Advise Buyer promptly of any litigation, arbitration, administrative hearing, or legislation before any J:overnmental body or agency of ,,'hich Seller hecomes aware, concerning or affecting the Property which is insllluted or threatened after the date hereof; (viii) Keep, ohserve, and perfllrm all its obligations under the loan(s) assumed or taken suhject to; (ix) Not take, or omit to take any action that would have the effect of violating any of the representati(llls, warranries, covenants, and agreemeOls of Seller contained in this Contract. 19. USE OF PROPERTY: Seller D has D has nor claimed the benefit of laws permitting' a special use valuation for the purposes of payment of ad valorem taxes on the Property, and if so, Sellet represents that he was legally entitled to claim such benefitS, If Seller claimed such benefit and after the purchase is closed, Buyer changes the use of the Property and the same results in the assessmenr of additional taxes, such additional raxes will be the obligation of the Buyet, The representation herein shall survive closing, 20. PROPERTY SURVEY: Within l80 days from effective date hereof, Seller, at Seller's sole cost and expense, shall cause to be delivered to Buyer a cUlTent plat or survey of the Propeny, prepared by a surveyor acceptable to the panies and the Title Company closing this transaction, The survey shall certify to the Buyet and Title Company that: (i) the survey was made and staked on the ground; (ii) the plat shows the location of all improvements, highways, streets, roads, railroads, rivelS, creeks, or other waterwdYS, fences, easements, and rights-of-way on or adjacent to the Propeny, if an\'; (iii) there are no visible discrepancies, conflicts, or encroachments except as shown on the survey plat; (iv) the Propeny does not \ie in the 100 year flood plain as established by the U. S, Army CorP of EngineelS or any other governmental body; (v) the survey plat is a true, COlTect, and accurate representation of the Property; and (vi) the survey sets fonh the number of total acres/square feet comprising the Propeny, together with a metes and bounds description thereof, All easements and rights-of-way shall be referenced to the recording information applicable to the documents creating such easements or rights-of-way which have been recorded with the County Clerk of the County in which the Propeny is located, The survey shalllocare and mark all camelS and i1nllles of the Propeny's perimeter on the ground with permanent, buried iron surveyor's stakes, 21. CONDEMNATION: If prior to Closing Date condemnation proceedings are commenced against any ponion of the Propeny, Buyer may, at its option, terminate this agreement by wrillen notice to Seller within days after Buyer is advised of the commencement of condemnation proceedings and the earnest money shall be refunded to Buyer, or Buyer shall have the right to appear and defend in such condemnation pro- ceedings, and any award in condemnation shall, at the BuyelS election, become the propeny of Seller and reduce the purchase price by the same amount or shall become rhe propeny of Buyer and the purchase price shall not be reduced. 22. CASUALTY lDSS: Risk of loss by damage or desrruction to the Property prior to the closing shall be borne by Seller. In the event any such damage or destruction is not fully repaired prior to closing, Buyer, at its option, may either (i) terminate this Agreement, in which event the EameS[ Money shall be refunded to Buyer, and neither pany shall have any funher rights or obligations pUlSuant to this Contract, or (ii) elect to close the transaction, in which event Seller's right to all insurance proceeds resulting from such damage or destrUcrion shall be assigned in writing by Seller to Buye.. 23. MISCEUANEOUS: A. Any notice required or permirted tll be delivered hereunder shall be deemed received when pelSonally deliveled Ot sent by United State mail, postage prepaid, cenified mail, return receipt requested, addressed to Seller or Purchase., as the case may be, at the address set fonh below the signature of such pany hereto, B. This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the panies created heleunder are performable in HalTis County, Texas. C. This Contract shall be binding upon and inure to the henefit of the parties hereto and their respective heilS, exeCUtOlS, administtatotS, legal representatives, successolS, and assigns. D. In case anyone or more the provisions contained in this Contract shall for any reason be held to be invalid, illegal, and unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be cOl\5trl'cd as if such invalid, illegal, or unenforceable provision had never been contained herein. E. This Contract constitutes the sole and only agreement of the panies hereto and supelSedes any prior undelStandings or written or oral agreements between the panies respecting the within subject matter and cannot be changed except by their written consent. E Time is of the essence of this Contract. G. Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice velSa, unless the context requiles otherwise, H. In accordance with rhe requirements of the Texas Real Estate License ht, Buyer is hereby advised by Broker: (1) that it should be furnished with or obtain a policy of title Insurance or have the abstract covering the Propeny examined by any attorney of its own selection, and (2) that unless otherwise agreed to in writing by the parties hereto, Broker and Co-Broker are being paid by Seller and are representing Seller in this transaction, H. ASSIGNMENT: D A. Buyer may not assign this contract. DB. Buyer ma\' assign this Contracr and all rights hereunder and shall be relieved of any future liability under this Contract provided the assignee shall assume in writing all the obligations of Buyer hereunder. 25, TERMINATION OF OFFER: Unless accepted by Seller, as evidenced by Seller's sign'ature hereto and deliveled to Buyer by 5:00 P,M., the 15th day of ~ri 1 , 19 88 , this offer to purchase shall be null and void and all panies hereto shall stand relieved and release4 of any ana all liability or obligations hereunder and all Earnest Money shall be returned to Buyer. , 26. CONSULT YOUR ATTORNEY: This is inrended to be a legally binding contract. READ IT CAREFULLY. NO REPRESENTATION OR RECOMMENDA110N IS MADE BY BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY. LEGAL EFFECT. OR TAX CONSEQUENCES OF THIS DOCUMENT OR THE TRANSACTION RELATING THERETO. THESE ARE QUESTIONS FOR YOUR ATTORNEY. CONSULT YOUR ATTORNEY BEFORE SIGNING. The Broker cannot give you legal advice - only factual and business details concerning land and improvements. '. ~/li4 P,'l,:l' '; lit /) e e ~. EXECUTED in multiple originals effective the 14t-11 day of ALL APPLICABLE BOXES SHALL BE CHECKED BY THE PARTIES. Mrlrrh . 19 RR . (Fill in date lasr pany signs,) BOYLE REALTY a:M>ANY Listing Broker License No. Seller JAMES E. STEWARl' By Co-Brolter License No. Seller ElSIE CCX)K STEWARl' Rt. I Box 470E Hanpstead. TX 77445 Seller's Address (409) 826-8712 463-2129 4n1-7116 Phone No. 0iARLES D. BOYLE By CITY OF IA PORI'E Buyer Receipt o( $ liOO 00 Money is acknowledged in the (onn Earnest By: Buyer ROBER!' T. HERRERA, City Manager of check ~TH LAND TITLE 00. Escrow Agent Buyer's Address 471-5020 Phone No, By GLADYS ROTH .... . e e r ." ~ . . CITY OF LA PORTE INTER-OFFICE MEMORANDUM APRIL 7, 1988 TO: Bob Herrera, City Mana~er FROM: Stan Sherwood, Director Parks & Recreation SUBJECT: Post Office Building (4th & A Streets) Several months ago the City was notified that the post office was mQving to a new location and the old building would be for sale. At that time you appointed me committee chairman with a committe made up of Joel Albrecht, Champ Dunham, and Charles Smith to look into the possible City useagel of this building. The committee has met three (3) times and the following is our findings and recommendations. I. History of Building It is located at 4th and A Streets in La Porte. Attached is a topographic map showing building and land included, along with pictures of building and property. The building is approximately 7,100 sq.ft. Construction is steel framed with brick veneer exterior. It appears that all interior walls are non-load bearin~ walls. At present, we do not have an interior layout of the building. A large portion of the land around the building is paved with concrete and approximately 65 parking places. There is a 50 ft. x 125 ft. section of land to the west of the building that is unimproved. The committee recommends that the City enter into a purchase option with the owner of the building for three (3) to five (5) months so the committee can have time to study in detail the best use of the building, cost associated with remodeling and purchase price. At present the building is listed on Harris County tax rolls at $104,040.00. The owner is asking $90,000.00, which could possibly be negotiated. II. Primary Reason for Purchasing the Building A. Move the senior citizen program to this location, giving them more room r". B. Would eliminate the problem of stairs and elevator for the senior citizens C. This location would have less traffic D. Program would be more centrally located to downtown E. In walking distance of downtown F. Space at P.O., occupied by senior citizen program, could be turned into offices for P.O. as well as a court room and officers for the Judge and his staff G. Would allow P.D. to move prisoners to court with much more ease e . ~.._~ ,; \ H. Would free up three (3) offices at City Hall that court now occupies, as well as the council chambers The above reasons are in the preliminary design sta~e an~ have cost associated with them that should be looked into thoroughly. Over the next several ~onths staff will look into various useages of the building, as well as cost associated with remodeling both the present senior citizen center into court facilities and the cost of remodeling the old post office building, and impact on parking at the police building as' well as the amount of parking at the post office. The owner of the property has agreed to al~ow the Cit~;r; October 15, 1988 an option to purc-hase. The City must~ $500.00 down but if the City elects not to exercise the option, the $500.00 will be returned to the City. This purchase option allows the City several months to study all advantages and disadvantages at no cost to the City, as well time to budget for the purchase it the report is positive and Council concurs. SS/ms Attachments ,~ .. r' e ::::. WEST r---.... Parkinll 1---- 21,3 / / II ,/ 'l \ 21.6 l \ \. ~;''-J I {)..'l, I () o ~ rz. · I ,8 0.. U ~ 21.7 :3 ~l . ~'It \u;{ ,-1- I I I {J' I b L-', ~ 2,2 o 0 3,7 ~...-'" I: 1 Il...) I I 22,6 22.8 ParUllJ I ol [ - -, i .,,' . -.... 0' .... ~ [) .. i I " i I I {)..Q .< 22.4 . ',.,: f ;,.' .i' , ;,. , .:..,..t '. ;,';,~ ~foST OFFICE! <: ~:~:t.. k". !~. ',.., '.. ' !' , 'y;"'~,:;~. 22 21.9 21,8 21.5 ] . ! L._. I 21.6 .f' .. j , )..-.- ~ -.--- c- ,2. :-~\.8 . -, . - --0' --., , '~- , l22<Q , ". '~:~ ''\..,,' ". ~,., '- :I: ~,,-~ .:CJ .... ~ .--. lS...!..:L-J (j), CP : <"'tl-- ~ ":CP~J R' I f, 22,20 ! , .... ,."r. ",...;,,/'!k'~jF~:t1". ",,:<:,,:::<<':.;:~'.''':'': .', -J i ,. \ It' I " .. '. .. ....:( . , .. ..