Message-ID: <5832804.1075852325215.JavaMail.evans@thyme> Date: Mon, 22 Oct 2001 14:19:33 -0700 (PDT) From: rakhi.israni@enron.com To: gerald.nemec@enron.com Subject: RE: Sale of Napoleonville, LA property our file ENR-02 Mime-Version: 1.0 Content-Type: text/plain; charset=ANSI_X3.4-1968 Content-Transfer-Encoding: quoted-printable X-From: Israni, Rakhi X-To: Nemec, Gerald X-cc: X-bcc: X-Folder: \GNEMEC (Non-Privileged)\Inbox X-Origin: NEMEC-G X-FileName: GNEMEC (Non-Privileged).pst Gerald, There were two changes to be made to the legal description of the property = contained on the first page of the agreement as well as in Exhibit B: 1) In the third line, it should read a distance of 49.28' not 49.26'. 2) In the fourth line, the degree symbol is left off the N 51?. =20 I will send you through interoffice mail a copy of the survey plat for the = land. Will you or Keith take care of forwarding a copy of the agreement to= the police jury for review? Rakhi x3-7871 -----Original Message----- From: =09Nemec, Gerald =20 Sent:=09Thursday, October 18, 2001 1:46 PM To:=09Israni, Rakhi Cc:=09Purvis, Kyle Subject:=09FW: Sale of Napoleonville, LA property our file ENR-02 Please review. Note that on the attached letter, we will remove the rep. c= oncernig the "presence" of hazardous materials". According the Kyle, there= may have been such material stored in the warehouse. Kyle, Please review= the letter and let me know if you see any problems. -----Original Message----- From: =09"P. Keith Daigle" @ENRON =20 Sent:=09Saturday, October 13, 2001 1:50 PM To:=09Nemec, Gerald Subject:=09Sale of Napoleonville, LA property our file ENR-02 Gerald: I am attaching the following documents for your review: 1). Purchase and Sale Agreement, 2) Draft of the body of a letter from LRCI to the Police Jury I have revised the Purchase and Sale Agreement to add the language to the suggested by Kim Torres (in ? 4) and to add Louisiana Resources, Inc. and Louisiana Resources, L.P. as intervenors in the Cash Sale to quitclaim the property to the Police Jury to solve the title problem. Please contact me upon receipt to discuss and to fill in the blanks. Keith PURCHASE AND SALE AGREEMENT =09This Purchase and Sale Agreement (together with all Exhibits hereto and = made a part hereof, this "Agreement") is entered into effective the ___ day= of __________, 2001 (the "Effective Date") by Louisiana Resources Pipeline= Co., Inc., a _________________________ corporation, having its principal p= lace of business at ___________________________________ appearing herein th= rough its duly appointed attorney-in-fact whose power of attorney has not b= een revoked or rescinded, as "Seller"; and The Police Jury for the Parish o= f Assumption, Louisiana, acting through its duly authorized President, Mart= in S. Triche, pursuant to Resolution No. _________ of the Assumption Parish= Police Jury dated __________, 2001, as "Buyer", each a "Party" and togethe= r, the "Parties." =09Whereas, Seller is the owner of the following described property located= in Section 66, Township 13 South, Range 14 East, Assumption Parish, Louisi= ana: =09Commencing at a corner common to the Northwest corner of Robin Street an= d the Northeast corner of property now or formerly owned by Clifton Naquin,= proceed N 38 03' 43" E a distance along the Western right of way line of = Robin Street a distance of 49.26', thence along the same course a distance = of 227.81' to a point, thence N 51 58' 32" W, a distance of 260.32', thenc= e along the rear property line a distance of 277.44' to a point, thence alo= ng the South property line a distance or 260.02'to the point of beginning, = containing 2.269 acres, more or less, as further depicted on the Survey Pla= t showing a 5.081 Acre Tract of Land Belonging to Louisiana Resources Co., = dated February 22, 1999, prepared by Harold J. Terracina, R.E., a copy of w= hich is attached as Exhibit "A", and incorporated herein for all purposes, = together with all improvements located thereon and all appurtenances theret= o, which property is hereinafter referred to as the "Subject Property." Th= e improvements located on the Subject Property bear Municipal Address 119 R= obin Street, Napoleonville, Louisiana, 70390. Whereas, Seller is desirous of selling, and Buyer is desirous of purchasing= , one hundred percent of Seller's interest in the Subject Property. =09Now Therefore, in consideration of the purchase price to be paid by Buye= r to Seller and the mutual agreements contained herein, the Parties hereto = acknowledge and agree as follows: =091.=09Description of Property. Seller agrees to sell and Buyer agrees to= purchase all of Seller's right, title and interest in the Subject Property= . The actual sale of the Subject Property shall be by Cash Sale, containing= special warranties, substantially in the form of Exhibit "B", attached her= eto and incorporated herein for all purposes. =092.=09Purchase Price. The purchase price for the Subject Property to be = paid by Buyer to Seller for the Subject Property shall be One Hundred Thous= and Dollars ($100,000.00) in cash due and payable by cashier's check made p= ayable to Seller and delivered to Seller contemporaneously with the receipt= by Buyer of the Cash Sale executed by Seller and vesting all of Seller's o= wnership interest in and to the Subject Property in Buyer. =093.=09Not an Option. This is not an option, but it is an executory contr= act to buy and sell and it shall be so construed in all respects. No Party= may withdraw from this Agreement all Parties grant unto each other and res= erve unto themselves the absolute right to demand specific performance of t= his Agreement. =094.=09Warranties by Seller. Seller's interest in and to the Subject Prop= erty is and will be transferred to and accepted by Buyer "AS IS, WHERE IS" = AND IN ITS PRESENT CONDITION AND STATE OF REPAIR. BUYER ACKNOWLEDGES THAT = SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY= REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE= CONDITION OR QUALITY OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATIO= N, ANY AND ALL IMPLIED WARRANTIES UNDER APPLICABLE LAW NOW OR HEREAFTER IN = EFFECT, AND ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS. B= UYER HAS INSPECTED THE SUBJECT PROPERTY AND HAS SATISFIED ITSELF AS TO THE = PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, INCLUDIN= G BUT NOT LIMITED TO CONDITIONS SPECIFICALLY RELATED TO THE PRESENCE, RELEA= SE OR DISPOSAL OF HAZARDOUS SUBSTANCES. BUYER EXPRESSLY WAIVES ALL CLAIMS = TO ANY AND ALL REDHIBITORY DEFECTS AND/OR VICES AND ALL CLAIMS BASED ON THE= FITNESS OF THE SUBJECT PROPERTY FOR ANY INTENDED PURPOSE. BUYER IS RELYI= NG SOLELY UPON ITS OWN INSPECTION OF THE SUBJECT PROPERTY AND BUYER SHALL A= CCEPT ALL OF THE SAME IN AN "AS IS, WHERE IS" CONDITION. THERE ARE NO WARR= ANTIES THAT EXTEND BEYOND THE FACE OF THIS PURCHASE AND SALE AGREEMENT AS T= O THE SUBJECT PROPERTY. =09Seller warrants that it is the record title owner of the Subject Propert= y, and warrants that it has good and merchantable title, free and clear of = any and all liens or encumbrances, and agrees to indemnify and hold harmles= s Buyer from and against all claims asserted by parties asserting adverse t= itle, liens or encumbrances. =09Seller warrants that it is a corporation in good standing under the laws= of the State of ______________ and that the person executing this Agreemen= t and the Act of Cash Sale pursuant hereto on behalf of the Seller has vali= d and binding authority to do so. =095.=09=09INDEMNITIES. BUYER SHALL INDEMNIFY, DEFEND, REIMBURSE AND HOLD= SELLER, ITS PARENT AND AFFILIATES AND SUBSIDIARIES (THE "SELLER GROUP") FR= EE AND HARMLESS FROM ANY COSTS, CLAIMS, DAMAGES (WHETHER ON ACCOUNT OF PERS= ONAL INJURY OR DEATH OR ON ACCOUNT OR PROPERTY DAMAGE) OR CAUSES OF ACTION = AND LOSSES OF WHATSOEVER NATURE (INCLUDING ATTORNEY'S FEES AND COURT COSTS)= ARISING OUT OF, OR IN CONNECTION WITH OR IN ANY WAY ATTRIBUTABLE TO THE OW= NERSHIP OF THE SUBJECT PROPERTY, ON OR AFTER THE CLOSING DATE, EXCEPT TO TH= E EXTENT SUCH COSTS, CLAIMS, DAMAGES, CAUSES OF ACTION OR LOSSES ARE DUE TO= SELLER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. =096.=09=09Proration of Taxes. All property, ad valorem and similar taxe= s applicable to the Subject Property shall be prorated as of the Effective = Date between Seller and Buyer. Such proration shall be final and shall not = be the subject of adjustment after the final bills are rendered. Buyer sha= ll be responsible for all taxes, except income taxes of Seller, and prepare= all tax filings, in respect to the Subject Property that are required to b= e paid or filed after the Effective Date. To the extent that any such taxe= s filed and paid by Buyer are prorated hereunder, Seller shall promptly pay= , upon of receipt of an invoice therefor from Buyer, its pro rata share of = same. All taxes, except Seller's income taxes, occasioned by reason of thi= s sale, whether real, personal or mixed, shall be borne and paid solely by = Buyer. If, for the current ad valorem tax year, the taxable value of the S= ubject Property that is the subject of this Agreement is determined by a sp= ecial appraisal method that allows for appraisal of the property at less th= an market value, the person to whom the property is transferred may not be = allowed to qualify the Subject Property for that special appraisal in a sub= sequent tax year and the Subject Property may then be appraised at its full= market value. In addition, the transfer of the Subject Property or a subs= equent change in the use of the property may result in the imposition of an= additional tax plus interest as a penalty for the transfer of the change i= n the use of the land. Buyer acknowledges that there shall be no proration = for, and Buyer shall be responsible for, payment of any "roll back" taxes o= r any other redetermination of property taxes assessed or relating to the y= ear of the closing and years preceding the year of closing due or based upo= n any change in the use of the Subject Property at and after the closing he= reunder. 7.=09=09Disputes. Any dispute relating to this Agreement shall be resolve= d by binding, self-administered arbitration pursuant to the Commercial Arbi= tration Rules of the American Arbitration Association ("AAA") and all such = proceedings shall be subject to the Federal Arbitration Act. A single arbi= trator shall be selected under the expedited rules of the AAA. Only damage= s allowed pursuant to this Agreement may be awarded and the arbitrator shal= l have no authority to award consequential, treble, exemplary or punitive d= amages of any type under any circumstances regardless of whether such damag= es may be available under Louisiana law. The arbitrator shall have the powe= r to award the remedy of specific performance. The results of such arbitrat= ion shall be conclusive and binding, provided, however, that both Parties s= hall have the right to apply to a court of competent jurisdiction for such = equitable relief as is necessary to preserve and enforce their rights under= this Agreement. Notwithstanding any of the foregoing provisions, either P= arty may join the other Party to any action, suit or proceeding with respec= t to which the Party seeking such joinder is a defendant, if the other Part= y is required to defend, indemnify, and hold harmless such defendant in acc= ordance with the terms of the provisions hereof. Judgment upon the award = rendered by the arbitrator may be entered in any court having a jurisdictio= n hereof. 8.=09=09Entirety and Severability. This Agreement constitutes the entire a= greement of the Parties related to the purchase and sale of the Subject Pro= perty. There are no prior or contemporaneous agreements or representations= (whether oral or written) affecting the Subject Property other than those = herein expressed. In case any one or more of the provisions contained in t= his Agreement shall for any reason be held to be invalid, illegal or unenfo= rceable in any respect, such invalidity, illegality or unenforceability sha= ll not affect any other provision hereof, and this Agreement shall be const= rued as if such invalid, illegal or unenforceable provisions had never been= herein contained. 9.=09=09Governing Law. THIS AGREEMENT SHALL BE CONSTRUED UNDER AND IN ACCO= RDANCE WITH THE LAWS OF THE STATE OF LOUISIANA AND FEDERAL LAW AS SET FORTH= IN PARAGRAPH 7 ABOVE. 10.=09=09Successors and Assigns. This Agreement, and all of the terms and = provisions hereof, shall be binding upon and shall inure to the benefit of = the Parties hereto, and their respective successors and assigns. 11.=09Counterparts. This Agreement may be executed in any number of counte= rparts, each of which shall be deemed to be an original and need not be sig= ned by more than one of the Parties and all of which shall constitute one a= nd the same agreement. =0912.=09Further Assurances. Each Party agrees that it will promptly perfo= rm all other acts and execute and deliver all other documents as may be nec= essary or appropriate to carry out the intent and purposes of this Agreemen= t. =0913.=09Attorney's Fees. In the event of the commencement of an arbitrati= on proceeding or a breach of any of the provisions contained herein by eith= er Party, the prevailing Party shall be entitled to collect from the other = Party, as part of its damages for said breach, reasonable attorneys' fees a= ssociated with enforcing or defending any provision hereof. =0914.=09Amendments. This Agreement may be modified or amended only in writ= ing signed by both Parties which expressly refers to this Agreement and sta= tes an intention to modify or amend it. No such amendment or modification = shall be effected by use of any purchase order, acknowledgment, invoice or = other form of either Party and in the event of conflict between the terms o= f this Agreement and any such form, the terms of this Agreement shall contr= ol. =0915.=09Waiver. A waiver by either Party of a breach of any of the terms = of this Agreement by the other Party shall not be deemed a waiver of any su= bsequent breach of the terms of this Agreement. The failure of any Party t= o insist upon strict performance of any provisions of this Agreement or to = exercise any right under it shall not constitute a waiver of that provision= . =0916.=09Termination. This Agreement shall expire and shall be of no furth= er force or effect Ninety (90) days from the Effective Date unless prior to= such time the Parties have entered into an act of Cash Sale transferring t= he Subject Property from the Seller to the Buyer. =09Each Party does hereby execute this Agreement as of the ________ day of = ______, 2001. Witnesses:=09=09=09=09=09Louisiana Resources Pipeline Co., Inc. ________________________=09=09By: _________________________=09=09=09=09=09= =09=09 _________________________ ________________________=09=09 Attorney-in-Fact =09=09=09=09=09 =09The Police Jury of Assumption Parish Louisiana ________________________=09=09By: _________________________ =09=09=09=09=09=09=09Martin S. Triche, President ________________________ EXHIBIT "A" EXHIBIT "B" NOT FOR EXECUTION EXHIBIT AS TO FORM ONLY State of Louisiana Parish of Assumption ACT OF CASH SALE =09Be it Known, that on this ____ day of ________, 2001 before me, ________= _____________________, Notary Public, duly commissioned and qualified with= in the jurisdiction indicated, and in the presence of the undersigned witne= sses, personally came and appeared: =09Louisiana Resources Pipeline Co., Inc., Tax I.D. No._________________a _= ________________________ corporation, having its principal place of busines= s at ___________________________________ appearing herein through its duly = appointed attorney-in-fact whose power of attorney has not been revoked or = rescinded, hereafter referred to as "SELLER"; =09LRCI, Inc., Tax I.D. No.________________a _________________________ corp= oration, having its principal place of business at ________________________= ___________ appearing herein through its duly appointed attorney-in-fact wh= ose power of attorney has not been revoked or rescinded, hereafter referred= to as "INTERVENOR NO. 1"; and, =09Louisiana Resources Pipeline Co., L.P., Tax I.D. No.________________a __= _____________ limited partnership having its principal place of business at= ___________________________________ appearing herein through its duly appo= inted attorney-in-fact whose power of attorney has not been revoked or resc= inded, hereafter referred to as "INTERVENOR NO. 2"; who declared that for the price of One Hundred Thousand ($100,000.00) DOLLA= RS cash, receipt of which is acknowledged, SELLER hereby sells and delivers= without any warranty of title whatsoever except for the acts of the SELLER= , but with full subrogation to all rights and actions of warranty SELLER ma= y have, unto: =09The Police Jury for the Parish of Assumption, Louisiana, Tax Identificat= ion Number _______________________, acting through its duly authorized Pres= ident, Martin S Triche, pursuant to Resolution No. _________ of the Assumpt= ion Parish Police Jury dated __________, 2001, and whose present mailing ad= dress is _____________________, Napoleonville, LA, __________, hereafter re= ferred to as "PURCHASER"; the following described property, with all its component parts, including a= ll rights, ways, privileges, servitudes and appurtenances thereto belonging= , the possession of which PURCHASER acknowledges: =09Section 66, Township 13 South, Range 14 East, Assumption Parish, Louisia= na: =09=09Commencing at a corner common to the Northwest corner of Robin Street= and the Northeast corner of property now or formerly owned by Clifton Naqu= in, proceed N 38 03' 43" E a distance along the Western right of way line = of Robin Street a distance of 49.26', thence along the same course a distan= ce of 227.81' to a point, thence N 51 58' 32" W, a distance of 260.32', th= ence along the rear property line a distance of 277.44' to a point, thence = along the South property line a distance or 260.02'to the point of beginnin= g, containing 2.269 acres, more or less, as further depicted on the Survey = Plat showing a 5.081 Acre Tract of Land Belonging to Louisiana Resources Co= ., dated February 22, 1999, prepared by Harold J. Terracina, R.E., a copy o= f which is attached as Exhibit "A", and incorporated herein for all purpose= s, together with all improvements located thereon and all appurtenances the= reto. The improvements located on the Subject Property bear Municipal Addre= ss 119 Robin Street, Napoleonville, Louisiana, 70390. =09This Sale is made pursuant and subject to all of the provisions of that = certain Purchase and Sale Agreement dated effective as of _________________= ____, 2001, by and between PURCHASER and SELLER, and the delivery of this A= ct of Cash Sale shall not affect, enlarge, diminish or otherwise impair any= of the warranties, representations, disclaimers or covenants made in the P= urchase and Sale Agreement and all of such warranties, representations, dis= claimers and covenants shall survive the delivery of this Act of Cash Sale = to the extent, and in the manner, set forth in the Purchase and Sale Agreem= ent. Taxes for the current year will be prorated. All parties signing the within instrument have declared themselves to be of= full legal capacity and have declared that the name, marital status, domic= ile and address of each is correct as set forth above. All agreements and stipulations herein and all the obligations assumed here= in shall inure to the benefit of and be binding upon the heirs, successors = and assigns of the respective parties, and the PURCHASER, PURCHASER's heirs= and assigns shall have and hold the described property in full ownership f= orever. This conveyance is made and accepted, SUBJECT TO, any and all covenants, co= nditions, restrictions, easements, and/or reservations which may appear of = record in the public records of Assumption Parish, Louisiana, affecting the= Subject Property. Appearers recognize that, except to the extent separatel= y certified in writing, no title examination of said property has been perf= ormed by the undersigned Notary(s), and said parties release the undersigne= d Notary(s), from all liability therefor. This Agreement may be executed in any number of counterparts, each of which= shall be deemed to be an original and need not be signed by more than one = of the Parties and all of which shall constitute one and the same agreement= . INTERVENOR NO. 1 and INTERVENOR NO. 2, declare that they are appearing here= in solely for the purpose of ratifying and agreeing to the sale of by SELLE= R to PURCHASER of the property described herein, and further that they tran= sfer, set over, and quitclaim to the SELLER any rights they may have, if an= y, in and to the property described herein, without any warranty whatsoever= . =09Thus Done and Passed in the presence of the undersigned competent witnes= ses, who sign with Appearers and the undersigned Notary(s), after due readi= ng of the whole. Witnesses:=09=09=09=09Seller: _____________________=09=09Louisiana Resources Pipeline Co., Inc. =09=09=09=09=09By: _________________________=09=09=09=09=09 = _________________________ =09 Attorney-in-Fact _____________________=09=09Intervenor No. 1 =09=09=09=09=09LRCI, Inc. =09=09=09=09=09By: _________________________=09=09=09=09=09 = _________________________ =09 Attorney-in-Fact =09=09=09=09=09Intervenor No. 2: =09=09=09=09=09Louisiana Resources Pipeline Co., L.P. =09=09=09=09=09By: _________________________=09=09=09=09=09 = _________________________ =09 Attorney-in-Fact =09__________________________________ =09NOTARY PUBLIC, in and for the =09 County of _____________, Texas =09My commission expires, ______________ Witnesses:=09=09Buyer: _____________________=09=09Police Jury, Assumption Parish Louisiana =09=09By:__________________________ =09Martin S. Triche, Presid= ent_____________________ =09__________________________________ =09NOTARY PUBLIC, in and for the =09Parish of Assumption, Louisiana =09 My commission expires, ______________ - HazWasteLtr.rtf << File: HazWasteLtr.rtf >>