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HomeMy WebLinkAboutReal Estate Contract 6-73-:__ 71-7A 12%eT REAL ESTATE CONTRACT STATE OF TEXAS ) COUNTY OF BRAZOS ) THIS CONTRACT OF SALE OF REAL PROPERTY is made by and between CSL OF TEXAS, INC. (hereinafter referred to as "SELLER"), and the CITY OF COLLEGE STATION, TEXAS, a Texas Municipal corporation situated in Brazos County, Texas (hereinafter referred to as "BUYER"), upon the terms and conditions set forth herein. ARTICLE I PURCHASE AND SALE SELLER hereby agrees to sell and convey to BUYER and BUYER hereby purchases and agrees to pay SELLER for the following real property (hereinafter referred to collectively as PROPERTY): 1. A permanent easement estate in, over and across the tracts of real property (hereinafter referred to as the UTILITY EASEMENT) containing approximately 0.5306 acres, being more particularly described in Exhibits A, B and C attached hereto and incorporated herein by reference. 2. A Temporary Construction Easement (hereinafter referred to as the CONSTRUCTION EASEMENT), of land situated in Brazos County, Texas, being more particularly described in Exhibits D, E and F, and incorporated by reference. Where the purchase price of the PROPERTY is more than Fifteen Thousand Dollars ($15,000) this agreement by BUYER to purchase the PROPERTY is subject to approval by the City Council of the City of College Station, Texas; such approval indi- cated by signature of BUYER's representatives to this CONTRACT OF SALE. Where the purchase price of the PROPERTY is Fifteen Thousand Dollars or less, this Contract by BUYER to purchase the PROPERTY is subject to the signatures contained herein. Within ten (10) days of the execution of this Contract, BUYER shall request Uni- versity Title Company to furnish a Commitment for Title Insurance (the "Title Commit- ment") insuring indefeasible title to the BUYER for BUYER's review together with legible copies of all instruments referred to in the Title Commitment. The Title Company shall be requested to furnish these items to BUYER within twenty (20) days of the date of this Contract. BUYER shall have a period of ten (10) business days (the "Title and Survey Review Period") after receipt of the Title Commitment, the copies of the instruments referred to in Schedule B as exceptions and the Survey within which to notify SELLER of BUYER's objection to any item reflected thereby (the "Reviewable Matters"). Any Reviewable Matter to which BUYER shall not object within the Title and Survey Review Period shall be deemed to be accepted by BUYER. If there are objec- tions by BUYER as to any such Reviewable Matter as to which notice is given by BUYER to SELLER as provided herein, SELLER may at its election, on or before clos- ing, attempt to cure same. If SELLER fails to cure same by the closing date, or is unwilling to cure same, the closing date shall be extended for five (5) business days for BUYER to either (a) waive such objections and accept such title as SELLER is able to js/c/may94/cslcont 05/24/94 convey or (b) terminate this Contract by written notice to the Title Company and to SELLER; neither SELLER nor BUYER shall have any further rights or objections here- under. The parties agree that general real estate taxes for the then current year relating to the UTILITY EASEMENT, interest on any existing indebtedness, and rents, if any, shall be prorated as of the closing date and shall be adjusted in cash at the closing. SELLER alone shall be liable for any taxes assessed and levied for prior years result- ing from any change in use subsequent to the conveyance to BUYER.a If the dent osino shall occur before the tax rate is fixed for the then current year, pp a the taxes shall be upon the basis of the tax rate for the next preceding year applied latest assessed valuation. All installments which have matured prior to the closing date lments any special taxesedi specialr pessments assessment to matuaid re after closing' and shall be assumed which are provided thein by BUYER. The sale of the PROPERTY from SELLER to BUYER shall be made in the form of easement documents attached hereto as Exhibits H and I. SELLER at its expense provides copies of previously issued level one environ- mental site assessments on the PROPERTY dated June, 1990, October, 1991, and March, 1993, demonstrating that no environmental hazards exist on the property. If the environmental assessment reveals the presence of any environmental hazards on the PROPERTY, BUYERmay refuses toat its le curetthe environmental al hazards, this contration allow SELLER to cure same or ct s the contract. If SELLERshall terminate. ARTICLE II PURCHASE PRICE The purchase price for said PROPERTY shall be the sum of TEN THOUSAND DOLLARS ($10,000), payable at closing, plus the installation of the improvements by BUYER on SELLER'S property detailed in the Construction Agreement attached as Exhibit G. The Construction Agreement shall constitute a separate agreement which shall survive closing. The PROPERTY is described in Exhibits A, B, C, D, E and F, attached and incorporated herewith by reference. The sale of the PROPERTY to the BUYER shall not limit SELLER'S rights to use the tract depicted in Exhibit F as the 0.3883 acre construction easement for drainage purposes for future development of SELLER'S tracts of land North of the DRAINAGE TRACT provided that SELLER, at the time of site development, holds title and owner- ship in all of the aforementioned tracts, and provided that SELLER'S proposed drainage plan meets all applicable ordinances, codes, and laws in effect at the time of develop- ment. ARTICLE III REPRESENTATIONS AND WARRANTIES SELLER hereby represents and warrants to BUYER as follows: SELLERknowledge ortrespassers. parties possessionoof any portion of thePROPERTY as lessees, tenants at sufferance, - 2 - js/chnay94/cslcont 05/24/94 2. SELLER has no actual knowledge that there is pending or threatened condemnation or similar proceedings or assessment affecting the PROPERTY or any part thereof. SELLER has no actual knowledge that there are any such proceedings or assessments contemplated by any governmental entity. 3. SELLER has no actual knowledge that SELLER has not complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the PROPERTY or any part thereof. 4. SELLER has no actual knowledge that the PROPERTY does not have full and free access to and from public highways, streets, or roads. SELLER has no actual knowledge that there are pending or threatened governmental proceedings which would impair or result in the termination of such access. If SELLER obtains actual knowledge of any such matter subsequent to the date hereof that would make any of the representations or warranties untrue if made as of closing, SELLER shall notify BUYER and BUYER shall have the election of terminating the Contract and receiving back its earnest money, in which case neither party shall have any further obligation to the other. ARTICLE IV CLOSING The closing shall be held at College Station City Hall, 1101 Texas Avenue, College Station, Brazos County, Texas, 77840, within thirty (30) days from the execu- tion and tender of this contract by BUYER, at such time and date as SELLER and BUYER may agree upon (which date is herein referred to as the "closing date"). At the closing SELLER shall: 1. Deliver to BUYER a duly executed and acknowledged easements in the forms of the documents attached and incorporated herein as Exhibits H and I, subject to the Reviewable Exceptions and subject to the election granted to BUYER to termi- nate this Contract in the event that SELLER refuses to cure any Reviewable Exception not accepted by BUYER on or prior to closing as provided by Article I hereof. 2. Deliver to BUYER possession of the PROPERTY. 3. Pay any and all required property taxes. Upon such performance by SELLER, BUYER shall: 1. Pay the purchase price at closing. 2. Pay recording fees. 3. Pay the cost of a Title Policy insuring title issued by University Title Company, 1021 University Drive East, College Station, Texas, in BUYER's favor in the full amount of the purchase price, subject only to such exceptions as may be approved in writing by BUYER. 4. Pay the cost of tax certificates. - 3 — js/c/may94/cslcont 05/24/94 I ARTICLE V BREACH BY SELLER In the event SELLER fails to fully and timely perform any of its obligations here- under or shall fail to consummate the sale of the PROPERTY for any reason except BUYER's default, BUYER may enforce specific performance of this agreement. ARTICLE VI BREACH BY BUYER In the event BUYER should fail to consummate the purchase of the PROPERTY (BUYER being in default and SELLER not being in default hereunder), SELLER shall have the right to enforce specific performance against BUYER. ARTICLE VII MISCELLANEOUS Survival of Covenants: Any of the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to the period of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged by deed or otherwise be extinguished. Notice: Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to SELLER or BUYER, as the case may be, at the addresses set forth below: SELLER: CSL of Texas, Inc. P.O. Drawer 433 Bryan, Texas 77806 Attention: Hartzell B. Elkins BUYER: City of College Station Legal Department 1101 Texas Avenue College Station, TX 77840 Texas Law to Apply: This contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Brazos County, Texas. Parties Bound: This contract shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal represen- tatives, successors and assigns where permitted by this contract. The persons exe- cuting this Contract execute the same in their capacities set forth herein and in no other capacity whatsoever, and such persons shall have no personal liability for executing such instruments in a representative capacity. All such liability is limited to the princi- pal for which they execute this document as a representative. Legal Construction: In case any one or more of the provisions contained in this contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. -4 — js/c/may94/cslcont 05/24/94 Prior Agreements Superseded: This contract constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting subject matter within. Time of Essence: Time is of the essence of this contract. Gender: 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 versa, unless the context requires otherwise. Memorandum of Contract: Both parties shall promptly execute a memorandum of this agreement suitable for filingotrecord. EXECUTED on this the '7 day of , 1994. SELLER: BUYER CSL OF TEXAS, INC. CITY OF COLLEGE STATION di> ART ' L B. ELKIN , — A -I Nail- Secret:ry ATTEST: v 6}04(Vikt, onnie Hooks, Ci y Secretary APPROVE'• if • ✓A‘d%/ Ron -agla ,-, City Manager k.A1't'f=:cke, Ci •ttorney e en c"roe.er, xecutive Director/ Fiscal and Human Resources - 5 - js/c/may94/cskont 05/24/94 I THE STATE OF TEXAS ) COUNTY OF BRAZOS � ACKNOWLEDGMENT i instrument was acknowledged before me on the r-144day of , 1994, by LARRY RINGER as Mayor of the City of Colleg tation, a Texas Municipal Corporation, on behalf of said corporation. O!APY PUBLIC NOTARY PUBLIC in and for the ft:_ , ,; 1 �ae of Texas CCM\ 0-0120, -- 0 STATE OF TEXAS %, , C'c(prn.Exp.05-18-96 THE STATE OF TEXAS ) COUNTY OF BRAZOS ) T is instrument was acknowledged before me on the cRzti.`' day of , 1994, by HARTZELL B. ELKINS as Secretary of CSL OF TEXAS, INC., as exas Corporation, on behalf of said corporation. a . 4 / ••••000000000000 • ARY PUBLIC in and for/ g (IT; , ' JAN SCHWARTZ = th STATE OF TEXAS 8 Notary Public, State of Texas 8g ••o,'' My Commission Expires 04-08-1998$$ 4C000000000000000OOOOQO00CA00000� -6 - js/c/may94/cslcont 05/24/94