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Home My WebLink AboutMisc ot LAND PURCHASE AGREEMENT LU)( l This Land Purchase Agreement ("Purchase Agreement") is made and entered into as of this rt day of Apr; I , 2009 by and among RODNf t1. O'CONNOR and HIRLEY //C , !O'CONNOR (hereinafter the "O'Connors"), Z-CO DEVELOPMENT, LLC (hereinafter "Z- Co"), and UNISOURCE REAL ESTATE INVESTMENTS, LLC (hereinafter "Unisource"). The O'Connors, Z-Co, and Unisource are hereinafter collectively referred to as the "Parties". WITNESSETH: WHEREAS, on the 28th day of July, 2008 the Parties entered into a Compromise and Contract of Settlement (the "Prior Agreement"), a true copy of which is attached hereto as Exhibit A; and WHEREAS, Unisource is the owner of certain land (the "Property"), as set forth in Exhibit B attached hereto, from which the O'Connors desire to purchase a portion (the "Tract") as specifically defined in Exhibit C attached hereto, and Sultan Mahmood is the legally authorized representative of Unisource; and WHEREAS, Z-Co is the developer of the Property from which the O'Connors desire to purchase the Tract, and Manzer M. Butte is the legally authorized representative of Z-Co; and WHEREAS, the Golden Bank, National Association (the "Bank") holds a lien in the amount of$473,000.00 on said Property, as set forth in Exhibit D attached hereto; and 1 WHEREAS, the Bank is willing to execute a partial release of lien, releasing its lien against the Tract, in the form set forth in Exhibit E attached hereto in return for payment in the amount of Seventy-Five Thousand Dollars ($75,000.00), as set forth in Exhibit F attached hereto; and WHEREAS, the O'Connors have fulfilled all of their obligations under the Prior Agreement with respect to Paragraph 1.8 and Article 2 thereof; and WHEREAS, the O'Connors still desire to purchase the Tract from Unisource; and WHEREAS, the Parties desire to complete the sale of the Tract in a timely manner; NOW, THEREFORE, the Parties do hereby agree as follows: 1. Z-Co and Unisource agree that the O'Connors have fully satisfied all terms of Paragraph 1.8 and Article 2 of the Prior Agreement and that the O'Connors have no further obligations under the Prior Agreement. 2. The Prior Agreement is hereby cancelled and terminated in its entirety. 3. Unisource agrees to sell and the O'Connors agree to purchase the Tract specifically described in Exhibit D attached hereto for payment in the amount of One Hundred Thousand and no/100 Dollars ($100,000.00), payable as follows: a. Seventy-Five Thousand and no/100 Dollars ($75,000.00) shall be payable to Brazos County Abstract Company (the "Title Company") upon execution of this Purchase Agreement,the receipt of which is acknowledged; and 2 b. Twenty-Five Thousand and no/100 Dollars ($25,000.00) shall be payable upon closing, said closing to occur after receipt by Title Company from the Bank of a valid, recordable release of lien releasing the Bank's lien against the Tract. 4. The O'Connors agree to pay all closing costs to the Title Company they have selected as required for closing. 5. Unisource and Z-Co agree to provide to said Title Company, at their sole expense, a legal release of the Bank's lien against the Tract being purchased, prior to the final payment by the O'Connors, such release to be held by the Title Company until the balance of the purchase price is paid to the Title Company, at which time it shall deliver said release to the O'Connors, along with a legal, recordable general warranty deed to the purchased Tract. 6. Each of the Parties shall be solely responsible for its own legal expenses with respect to this Purchase Agreement. 7. Z-Co and Unisource, its successors and assigns, agree that before they, or anyone/any entity acting on their behalf or with their consent, begin any development of the property which is the subject of this Purchase Agreement, they will, solely at their cost, install a drainage system if needed to prevent excessive run-off water from entering the O'Connor's land, which includes the Tract they are purchasing. A determination as to whether the drainage system is required must be made by Z-Co/Unisource's engineer prior to the beginning of any development of the property which is the subject of this Purchase Agreement, and written notification of such determination must be provided to 3 the O'Connors prior to the beginning of said development. The drainage system, if needed, is to be approved by Z-Co/Unisource's engineer and will be constructed according to his specifications, to which the O'Connors have no reasonable objection. Furthermore the drainage system, if any, is to be constructed exclusively on the Unisource section of the Property, with no portion of the drainage system on the O'Connor's land, which includes the Tract they are purchasing under this Purchase Agreement. In the event that a qualified Professional Engineer shall certify in writing that no drainage system is needed in order to avoid excess runoff onto the O'Connor's property, then no such drainage system shall be required under this Purchase Agreement. The terms hereof shall survive closing. 8. The validity of this Purchase Agreement, the terms or provisions, and the rights and duties of the Parties hereto, shall be interpreted and construed pursuant to, and in accordance with,the laws of the State of Texas. 9. The Parties expressly agree that this Purchase Agreement is being executed and delivered and is intended to be performed in Brazos County, Texas. Any and all disputes between the parties to this Purchase Agreement concerning the subject matter hereof shall be submitted for resolution to the court of appropriate jurisdiction in Brazos County, Texas. 10. If any legal action is brought to enforce this Purchase Agreement by either of the Parties hereto, it is expressly agreed that the prevailing party in such legal action shall be entitled to recover from the other party reasonable attorney's fees, expenses and costs. 4 O 11.This Purchase Agreement shall be executed in triplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument representing the Purchase Agreement. 12.The invalidity or unenforceability in any particular circumstance of any provision of this Purchase Agreement shall not extend beyond such provision or such circumstance, and no other provision of this Purchase Agreement shall be affected thereby. A SIGNED this A day of i' ` I 1,009. Dr. Rodney J. O'Connor Man7er :u =,Title: CEO On Behal of Z-CO DEVELOMENT, LLC 4,43„L-- )2/41 Mrs. Shirle A. O'Connor Sultan Mahmood, /4/y,4-6-7(_ On Behalf of UNISOURCE REAL ESTA LE INVESTMENTS, LLC 5 • Vj� f " I / 1 Q P.' ' 1 I 1 O / / , 1...0, \ / r } ow roz cu --..., II MI ---'--\\ I 5e1- \ i ''' ' VII IIV r 1 1 11 t 1 O k i \ \ .‘,..,...„,i :\\N.,k,,,,,..,.,,,,,,, j 1 ` • 0 \\ 0%,. 4414 --,.:--- i #*0 V`'----......„,- ,...„41 4#41,40111' . . . . 1;"6.e. ..,,, I .., \ Ili:;z:ial, oig--''\:------\i '' 4111114 4 . -' 'I *4ICS# 4:-t' a • 470,15)1141r I flirtiii IP/ 11 ir • .. °L7741.2111:7 P 41,40"° l .. ,,,,.:: . •• ,_.p 1 r•1. ..,.,.....i,„ 0 1 • e ' 11001 "/ ► d lIt ;/' 1 1 41141 • -1-1111..! -7-i.4''-' :. .,7 ..., .1PrAll'.. .. 11°'46.'" 4f, .1410,N ---- ii. _v:. , . , 4.74}es (stp As.. - -/ ,00,10111'2."— .,4,4, •.,/, --,. 1' ,`.. --'--- w „IN= . ,,ci" . " 0\61 1111411+46, i Fri . r . 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