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HomeMy WebLinkAboutContract 31837 CITY SECRETARY' �/ CONTRACT NO, PURCHASE CONTRACT THIS AGREEMENT IS CONTINGENT UPON THE SALE OR ISSUANCE OF BONDS, NOTES OR OTHER OBLIGATIONS IN AN AMOUNT SUFFICIENT TO COVER THE COST OF THE PROJECT CONTEMPLATED BY PURCHASER ON THE PROPERTYAND THE PURCHASE OF THE PROPERTY. THIS PURCHASE CONTRACT ("Contract") is made and entered into by and between the CITY OF FORT WORTH, TEXAS, acting by and through its duly authorized City Manager or Assistant City Manager ("Purchaser") and Fort Worth Te1Co Center Limited, by McCaslin Development I Limited, its General Partner ("Seller") as of the date on which this Contract is executed by the last to sign of Seller and Purchaser("Effective Date"). RECITALS 1. Seller is the owner of the approximately 35,153 square foot tract of land described as Lot 9R, Block 5, Jennings East , an Addition to the City of Fort Worth, Tarrant County, Texas according to the plat of said addition recorded in Cabinet A Slide 6019 and which is situated at the northeast corner of Monroe Street and Lancaster Ave. in Fort Worth, Texas, together with any easements, rights-of-way, licenses, interests, structures, leases and rights appurtenant thereto (collectively, the "Property"), as shown on the attached Exhibit "A". 2. Purchaser is a municipal corporation 3. Seller desires to sell the Property for fair market value for City functions and offices, such use will benefit the citizens of Fort Worth in general. 4. Purchaser desires to acquire the Property for city functions and offices and will further serve the mission and goals of Purchaser. AGREEMENT In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as follows: Section 1. Sale and Purchase. (a) Seller agrees to sell and convey the Property to Purchaser, and Purchaser agrees to purchase and accept the Property from Seller, for the Purchase Price (as defined below), subject to the terms and conditions set forth in this Contract. (b) Seller shall convey the Property to Purchaser free and clear of all liens, claims, easements, rights-of-way, reservations, restrictions, encroachments, tenancies, and any other encumbrances (collectively, the "Encumbrances") except the Encumbrances appearing in the Title Commitment (as defined below in Section 3) that are not cured and that are subsequently waived pursuant to Section 3 below ("Permitted Encumbrances"). 7-1111 \\FS100\Law\Cynthia\My Documents\Real Property\Co4tracts to Buy-sell Land\Zipp RM d }�p�tj graft purchase agreement 5-4-05 red line copy.DOC ?l o U ' Section 2. Purchase Price, Independent Contract Consideration, and Earnest Monev. (a) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller in cash at Closing (defined below), is FIVE MILLION TWO HUNDRED THOUSAND DOLLARS ($5,200,000.00) (b) ACCORDINGLY, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS, TO CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OF REQUIREMENTS, INCLUDING SOLID WASTE, AS DEFINED BY THE U. S. ENVIRONMENTAL PROTECTION AGENCY REGULATION SAT 40 C.F.R., PART 261, OR THE DISPOSAL OR EXISTENCE IN OR ON THE PROPERTY, OF ANY HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENT RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, SELLER AND PURCHASER AGREE THAT PURCHASER IS TAKING THE PROPERTY "AS IS" WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY SELLER THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATIONS, STATEMENTS, ASSERTIONS OR NON-ASSERTIONS BY THE SELLER WITH RESPECT TO THE PROPERTY CONDITION, BUT IS RELYING SOLELY UPON ITS EXAMINATION OF THE PROPERTY. PURCHASER TAKES \\Fs100\L.aw\Cynthia\My Documents\Real Property\CoQtracts to Buy-sell Land\Zipper Building\Zipper Draft purchase agreement 5-4-05 red line copy.DOC THE PROPERTY UNDER THE EXPRESS UNDERSTANDING THERE ARE NO EXPRESS OR IMPLIED WARRANTIES (EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN THE CLOSING DOCUMENTS). PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. PURCHASER ACKNOWLEDGES AND ACCEPTS ALL THE TERMS AND PROVISIONS BY HIS ACCEPTANCE HEREOF. (c) Contemporaneously with the execution of this Contract, Purchaser shall deliver to Seller a check in the amount of Fifty Dollars ($50.00) ("Independent Contract Consideration"), as independent consideration for Seller's execution, delivery, and performance of this Contract. This Independent Contract Consideration is in addition to and independent of any other consideration or payment provided for in this Contract, is nonrefundable, and shall be retained by Seller notwithstanding any other provision of this Contract. (d) Within five (5) days after the execution and delivery of this Contract by Purchaser to Seller, Purchaser shall deliver to Title Company (as defined below in Section 3) a check payable to the order of Title Company or other means of funding reasonably satisfactory to Seller in the amount of I% of the Purchase Price ("Earnest Money"). Title Company shall hold the Earnest Money in escrow and deliver it in accordance with the provisions of this Contract. The Title Company shall invest the Earnest Money in an interest bearing account through a bank or other financial institution selected by Purchaser (hereafter, all references in this Contract to Earnest Money include the amount deposited by Purchaser with the Title Company pursuant to this Section 2(c)together with all interest accrued thereon). Section 3. Title Commitment and Survey. (a) Within ten (10) days after the Effective Date, Purchaser shall obtain, at Purchaser's sole cost and expense (i) an Owner's Commitment for Title Insurance ("Title Commitment") from Alamo Title Company, Attn: Stacy Jandrucko and Frank Lawler, 3500 Hulen Street, Fort Worth, TX 76107-6898 ("Title Company"), setting forth the status of the title of the Property and showing all Encumbrances and other matters, if any, relating to the Property; and (ii) a legible copy of all documents referred to in the Title Commitment, including but not limited to, plats, reservations, restrictions, and easements. (b) Seller has provided to Purchaser a copy of any survey of the Property in Seller's possession. Within forty-five (45) days after the Effective Date, Purchaser may obtain, at Purchaser's sole cost and expense, an updated survey ("Survey") consisting of a plat and field notes describing the Property, prepared pursuant to a current on-the-ground staked survey performed by a registered public surveyor or engineer satisfactory to Purchaser and Title Company. The Survey shall (i) be certified to Purchaser, its successors and assigns, and Title Company, (ii) reflect the actual dimensions of and the total number of square feet within the Property, net of any portion thereof lying within a publicly dedicated roadway or a utility easement, (iii) identify any rights-of-way, easements, or other Encumbrances by reference to applicable recording data, and (iv) include the Surveyor's registered number an seal, the date of the Survey, and the following narrative certificate: \\Fs100\Law\Cynthia\My Documents\Real Property\Cof�tracts to Buy-sell Land\Zipper Build fpper Drafla?T purchase agreement 5-4-05 red line copy.DOC ' °' "%a The undersigned certifies to City of Fort Worth and to Alamo Title Company that (x) this Survey was made upon the ground of the property reflected hereon on [date of survey], (xx) the description contained hereon and the location of all rights-of-way, easements, set-back lines, improvements and encroachments which are either visible or are of record in Tarrant County, Texas are accurately reflected hereon (including, without limitation, all matters set forth in title commitment # issued by Alamo Title Company dated , (xxx) the property reflected hereon has access to and from a publicly dedicated roadway as shown hereon, (xxxx) no part of the property lies within a 100 year flood plain as defined by the U.S. Department of Housing and Urban Development pursuant to the Flood Disaster Act of 1973, as amended, or by any other governmental agency or authority, (xxxxx) except as shown hereon there are no easements, set-back lines, encroachments, or improvements and (xxxxxx) this survey was conducted in accordance with the standards for a Category 1 A, Urban, Condition II survey as specified by the latest edition of the Manual of Practice for Land Surveying in Texas. The description of the Property prepared as a part of the Survey will be used in all of the documents set forth in this Contract that require a description of the Property. (c) If the Title Commitment or Survey discloses any Encumbrances or other matters which are not acceptable to Purchaser in Purchaser's sole discretion, then Purchaser shall give Seller written notice thereof within ten(10) days after receipt of the Title Commitment, Survey and all documents referred to in the Title Commitment, specifying Purchaser's objections ("Objections"), if any. If Purchaser gives such notice to Seller, Seller shall use its best efforts to cure the Objections, but shall be under no obligation to do so. (d) If Purchaser gives notice of Objections and Seller does not cure the Objections, cause the Title Commitment and Survey to be amended to give effect to matters that are cured, and give Purchaser written notice thereof within the five (5) day period following receipt of the notice from Purchaser ("Cure Period"), Purchaser shall have the right either (i) to terminate this Contract by giving written notice thereof to Seller at any time after the expiration of such Cure Period but prior to the expiration of the Option Period, and, upon such termination, Purchaser shall be entitled to the return of the Earnest Money, and neither party hereto shall have any further rights or obligations, or (ii) to waive the Objections and consummate the purchase of the Property subject to the Objections which shall be deemed to be Permitted Encumbrances. Notwithstanding the foregoing sentence, if Seller has commenced curing the Objections and is diligently prosecuting the same, as determined by Purchaser in Purchaser's sole discretion, then Purchaser in Purchaser's sole discretion may extend the Cure Period for an amount of time Purchaser deems necessary for Seller to cure the same. Section 4. Reports and Records. Seller has provided to Purchaser for Purchaser's review any environmental reports and studies in Seller's possession concerning the Property ("Reports") and all records shown on Exhibit C. \\Fs100\Iaw\Cynthia\My Documents\Real Property\Contracts to Buy-sell Land\Zipper Build' g purchase agreement 5-4-05 red line copy.DOC Section 5. Option Period. (a) Notwithstanding anything to the contrary contained in this Contract, until twenty (20) days after the Effective Date ("Option Period"), the following is a condition precedent to Purchaser's obligations under this Contract: Purchaser being satisfied in Purchaser's sole and absolute discretion that the Property is suitable for Purchaser's intended uses, including, without limitation, Purchaser being satisfied with the results of the Tests (defined in Section 6 below) and the Lease between Seller and MCI being amended to the sole satisfaction of Purchaser. (b) If Purchaser is not satisfied in Purchaser's sole and absolute discretion as to the condition precedent described in Section 5(a) above, Purchaser may give written notice thereof to Seller on or before the end of the Option Period, whereupon this Contract shall terminate. Upon such termination, neither party shall have any further rights or obligations under this Contract. (c) If Purchaser does not terminate this Contract prior to the expiration of the Option Period, then the Earnest Money shall become non-refundable to Purchaser except in the event of Seller's default in the performance of Seller's obligations under this Contract, and Title Company shall release the Earnest Money to Seller at any time thereafter upon request by Seller. (d) The provisions of this Section 5 control all other provisions of this Contract. Section 6. Tests. Purchaser, at Purchaser's sole cost and risk, shall have the right to go on to the Property, including the Improvements, to make inspections, surveys, test borings, soil analyses, and other tests, studies and surveys, including without limitation, environmental tests, borings, analyses, and studies ("Tests"). Purchaser shall provide Seller with a copy of any written reports related to Tests of the physical condition of the Property that Purchaser and its consultants conduct on the Property. If the sale of the Property is not consummated pursuant to this Contract, Purchaser shall restore the surface of the Property to as near as practicable the condition existing prior to any entry by Purchaser. Section 7. Representations The parties' representations stated in Exhibit B are true and correct to the best of Seller's knowledge and belief as of the Effective Date and must be true and correct to the best of Seller's knowledge and belief on the Closing Date. Section 8. Condition of the Property until Closing; Cooperation (a) Maintenance and Operation. Until closing, Seller will (a) maintain the Property as it existed on the Effective Date, except for reasonable wear and tear and casualty damage; (b) operate the Property in the same manner as it was operated on the Effective Date; and (c) comply with all contracts and governmental regulations affecting the Property. Until the end of the Option Period, Seller will not enter into, amend, or terminate any contract that affects the Property other than in the ordinary course of operating the Property and will promptly give \\Fsl00\Law\Cynthia\My Documents\Real Property\Co6tracts to Buy-sell Land\Zipper Building\Zipper Draft purchase agreement 5-4-05 red line copy.DOC notice to Purchaser of each new, amended, or terminated contract, including a copy of the contract, in sufficient time so that Purchaser may consider the new information before the end of the Option Period. If Seller's notice is given within three days before the end of the Option Period, the Option Period will be extended for three days. After the end of the Option Period, Seller shall not enter into, amend, or terminate any contract that affects the Property without first obtaining Purchaser's written consent. (b) Casualty Damage. Seller will notify Purchaser promptly after discovery of any casualty damage to the Property. Seller will have no obligation to repair or replace the Property if it is damaged by casualty before closing. Purchaser may terminate this contract if the casualty damage that occurs before closing would materially affect Purchaser's intended use of the Property, by giving notice to Seller within fifteen days after receipt of Seller's notice of the casualty (or before closing if Seller's notice of the casualty is received less than fifteen days before closing). The casualty damage will be deemed to materially affect Purchaser's intended use if the estimated amount of the damage exceeds ten percent of the Purchase Price. If Purchaser does not terminate this contract, Seller will (a) convey the Property to Purchaser in its damaged condition, (b) assign to Purchaser all of Seller's rights under any property insurance policies covering the Property, and (c) pay to Purchaser the amount of the deductibles and coinsurance provisions under any insurance policies covering the Property, but not in excess of the cost to repair the casualty damage and less any amounts previously paid by Seller to repair the Property. If Seller has not insured the Property and Purchaser does not elect to terminate this contract in accordance with this section, the Purchase Price will be reduced by the cost to repair the casualty damage. (c) Claims; Hearings. Seller will notify Purchaser promptly of any claim or administrative hearing that is threatened, filed, or initiated before closing that affects the Property. (d) Cooperation. Seller will cooperate with Purchaser (a)before and after closing, to transfer the applications, permits, and licenses held by Seller and used in the operation of the Property and to obtain any consents necessary for Purchaser to operate the Property after closing, (b) before closing, with any reasonable evaluation, inspection, audit, or study of the Property prepared by, for, or at the request of Purchaser and (c) and the lease with MCI. Section 9. Closing Continizencies. (a) The closing ("Closing") of the sale of the Property by Seller to Purchaser shall occur through the office of the Title Company on or before fifteen (15) days after the satisfaction of the following contingencies to Closing ("Closing Contingencies"), 30 days from the expected date of full execution of the contract but not later than May 20, 2005. The Closing Contingencies are as follows: (1) The Lease between Seller and MCI being amended to a form acceptable to Purchaser. Whether the form of the Lease Amendment is in a form acceptable to Purchaser shall be determined by the sole discretion of Purchaser; \TsIOO\ aW\Cynthia\My Documents\Real Property\Co6tracts to Buy-sell Land\Zipper Build gj pper Drag purchase agreement 5-4-05 red line copy.DOC (2) the issuance, sale and delivery of certificates of obligation in an amount sufficient to cover the cost of the Improvements and purchase of the Property; and (3) The provisions of Section 3 are satisfied to the satisfaction of the Purchaser. Section 10.0 Closine. (a) At the Closing, all of the following shall occur, all of which are deemed concurrent conditions: (1) Seller, at Seller's sole cost and expense, shall deliver or cause to be delivered to Purchaser the following: (i) a Special Warranty Deed ("Deed"), fully executed and acknowledged by Seller, conveying to Purchaser good and indefeasible fee simple title to the Property subject only to the Permitted Encumbrances, with the precise form of the Deed to be determined pursuant to Section 13 below; (ii) Any other instrument or document necessary for Title Company to issue the Owner Policy in accordance with Section 8(a)(3) below. (2) Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be delivered to Seller through the Title Company federally wired funds or a certified or cashier's check or such other means of funding acceptable to Seller, in an amount equal to the Purchase Price, adjusted for closing costs and prorations. (3) Title Company shall issue to Purchaser, at Purchaser's sole cost and expense, an Owner Policy of Title Insurance ("Owner Policy") issued by Title Company in the amount of the Purchase Price insuring that, after the completion of the Closing, Purchaser is the owner of indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances, and the standard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance; provided, however, the printed form survey exception shall be limited to "shortages in area," the printed form exception for restrictive covenants shall be deleted except for those restrictive covenants that are Permitted Encumbrances, there shall be no exception for rights of parties in possession, other than existing tenants under executed leases and the standard exception for taxes shall read: "Standby Fees and Taxes for [the year of Closing] and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership"; (4) The Earnest Money shall be applied to the Purchase Price at Closing. (5) Seller and Purchaser shall each pay their respective attorneys' fees and Purchaser shall be responsible for all of the escrow and recording fees. \\FS100\Law\Cynthia\My Documents\Real Property\Cofptracts to Buy-sell Land\Zipper Building\Zipper Draft purchase agreement 5-4-05 red line copy.DOC (b) Ad valorem and similar taxes and assessments, if any, relating to the Property shall be prorated between Seller and Purchaser as of the Closing Date, based on estimates of the amount of taxes that will be due and payable on the Property during the calendar year in which the Closing occurs. As soon as the amount of taxes and assessments on the Property for that year is known, Seller and Purchaser shall readjust the amount of taxes to be paid by each party with the result that Seller shall pay for any taxes and assessments applicable to the Property up to and including the date of Closing, and Purchaser shall pay for those taxes and assessments applicable to the Property after the Closing. The provisions of this Section 8(b) survive the Closing. Section 11. Agents. Purchaser represents and warrants to the Seller that it has not engaged the services of any agent, broker, or other similar party in connection with this transaction. Seller agrees to pay in cash at closing a commission to NAI Stonleigh Huff Brous McDowell pursuant to a separate agreement between Seller and such brokers for the services of brokers in connection with this transaction ("Brokerage Commission"). Such commission shall be earned and payable if, and only if, the Closing is consummated. Seller represents and warrants to Purchaser that, except for the Brokerage Commission to be paid as described in this section, there are no agreements to pay a commission to any broker or agent for services in connection with this transaction. Seller agrees to indemnify Purchaser and hold Purchaser harmless from any loss, liability, damage, cost, or expense paid or incurred by Purchaser by reason of any claim for any brokers, finders, or other fees in connection with this transaction by any party claiming by, through, or under Seller. Section 12. Closinp-Documents. No later than ten (10) days prior to the Closing Date, Seller shall deliver to Purchaser: (a) a copy of the Deed, which is subject to Purchaser's right of approval; and (b) an original copy of the Lease between Seller and MCI amended to the satisfaction of Purchaser. Section 13. Notices. (a) Any notice under this Contract shall be in writing and shall be deemed to have been served if(i) delivered in person to the address set forth below for the party to whom the notice is given, (ii) delivered in person at the Closing (if that party is present at the Closing), (iii) placed in the United States mail, return receipt requested, addressed to such party at the address specified below, (iv) deposited into the custody of Federal Express Corporation to be sent by FedEx Overnight Delivery or other reputable overnight carrier for next day delivery, addressed to the party at the address specified below, or (v) telecopied to the party at the telecopy number listed below, provided that the transmission is confirmed by telephone on the date of the transmission. \\Fs100\Law\Cynthia\My Documents\Real Property\Cogtracts to Buy-sell Land\Zipper Building\Zipper Draft purchase agreement 5-4-05 red line copy.DOC (b) The address of Purchaser under this Contract is: City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Attention: Greg Simmons Telephone: 817-392-7862 Telecopy: 817-392-8488 (c) The address of Seller under this Contract is: Fort Worth Telco Center, Ltd. 5950 Berkshire Lane, Suite 800 Dallas, Texas 75225 Attention: Mr. Herschel Sanders Telephone: 214-445-6007 Telecopy: 214-696-8422 (d) From time to time either party may designate another address or telecopy number under this Contract by giving the other party advance written notice of the change. Section 14. Termination, Default, and Remedies. (a) If Purchaser fails or refuses to consummate the purchase of the Property pursuant to this Contract at the Closing for any reason other than termination of this Contract by Purchaser pursuant to a right so to terminate expressly set forth in this Contract or Seller's failure to perform Seller's obligations under this Contract, then Seller, as Seller's sole and exclusive remedy, shall have the right to terminate this Contract by giving written notice thereof to Purchaser prior to or at the Closing, whereupon neither party hereto shall have any further rights or obligations hereunder, and Title Company shall deliver the Earnest Money to Seller as liquidated damages, free of any claims by Purchaser or any other person with respect thereto. It is agreed that the Earnest Money is a reasonable forecast of just compensation for the harm that would be caused by Purchaser's breach and that the harm that would be caused by such breach is one that is incapable or very difficult of accurate estimation, and that the payment of these sums upon such breach shall constitute full satisfaction of Purchaser's obligations hereunder. (b) If Seller fails or refuses to consummate the sale of the Property pursuant to this Contract at Closing or fails to perform any of Seller's other obligations hereunder either prior to or at the Closing for any reason other than the termination of this Contract by Seller pursuant to a right so to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, then Purchaser shall have the right (i) to enforce specific performance of Seller's obligations under this Contract, (ii) to terminate this Contract by giving written notice thereof to Seller prior to or at the Closing whereupon the Earnest Money shall be returned to Purchaser and neither party hereto shall have any further rights or obligations hereunder, or (iii) to exercise any other right or remedy Purchaser may have at law or in equity by reason of such default, including but not limited to, the recovery of attorneys' fees incurred by Purchaser in connection therewith. \\Fs100\Law\Cynthia\My Documents\Real Property\Contracts to Buy-sell Land\Zipper Building\Zipper Draft purchase agreement 5-4-05 red line copy.DOC (c) If either Seller or Purchaser becomes entitled to the Earnest Money upon cancellation of this Contract in accordance with its terms, Purchaser and Seller covenant and agree to deliver a letter of instruction to the Title Company directing disbursement of the Earnest Money to the party entitled thereto. Section 15. Entire Contract. This Contract (including the attached exhibits) contains the entire contract between Seller and Purchaser, and no oral statements or prior written matter not specifically incorporated herein is of any force and effect. No modifications are binding on either party unless set forth in a document executed by that party. Section 16. AssiEns. This Contract inures to the benefit of and is binding on the parties and their respective legal representatives, successors, and assigns. Neither party may assign its interest under this Contract without the prior consent of the other party. Section 17. Time for Execution. If Seller has not executed and returned a fully executed copy of this Contract to Purchaser by 5:00 p.m., Fort Worth, Texas time on , this Contract shall be null and void. Section 18. Time of the Essence. Time is of the essence under this Contract. Section 19. Takina Prior to Closing. If, prior to Closing, the Property or any portion thereof becomes subject to a taking by virtue of eminent domain, Purchaser may, in Purchaser's sole discretion, either (i) terminate this Contract whereupon the Earnest Money deposited with the Title Company shall be returned to Purchaser, and neither party shall have any further rights or obligations hereunder, or(ii) proceed with the Closing of the transaction with an adjustment in the Purchase Price to reflect the net square footage of the Property after the taking. Section 20. Governine Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. Section 21. Performance of Contract. The obligations under the terms of the Contract are performable in Tarrant County, Texas, and any and all payments under the terms of the Contract are to be made in Tarrant County, Texas. Section 22. Venue. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that county. \\FS100\Law\Cynthia\My Documents\Real Property\Contacts to Buy-sell Land\Zipper Building ip purchase agreement 5-4-05 red line copy.DOC Section 23. Severability. If any provision of this Contract is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this Contract will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Section 24. Business Days. If the Closing date or the day for performance of any act required under this Contract falls on a Saturday, Sunday, or legal holiday, then the Closing date or the day for such performance, as the case may be, shall be the next following regular business day. Section 25. Counterparts. This Contract may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. Section 26. Survival. The obligations of this contract that cannot be performed before termination of this contract or before closing will survive termination of this contract or closing, and the legal doctrine of merger will not apply to these matters. If there is any conflict between the Closing Documents and this contract,the Closing Documents will control. Section 27. Contract Construction. The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. Exhibits The following are attached to and are a part of this contract: Exhibit A—Description of the Land Exhibit B—Representations; Environmental Matters Exhibit C—Seller's Records This Contract is executed as of the Effective Date. lour R: CITY OF FORT WORTH By: Name: Title: Date: 05 I p 11 y.`"— \\FS100\Law\Cynthia\My Documents\Real Property\Coblracts to Buy-sell Land\Zipper Building\Zipper Draft purchase agreement 5-4-05 red line copy.DOC I _ I qL�__ Attest Contract A thor oaM �� Marty Hendr' r�atp City Secretary Approved as Legality and Form Assistant Cit A to y 5�_A'l-s ItW&H*SER: Fort Worth TelCo Center Limited, a Texas Limited Partnership By: McCaslin Development I Limited, a Texas Limited Partnership By: McCastin, Development Company, General Partner By: fAf �. Carl G. M Caslin, Jr., Co-Preside Date: 171f 0 A S By its execution below, Title Company acknowledges receipt of the .7 desepib—, tkig-Ce and agrees to perform its A*kei duties pursuant to the provisions of this Contract. TITLE COMPANY: ALAMO T E COMPANY By: Name: `��1}G%� _) ac.I�o Title: f c_rof D'Te—CA'-t-� Date: 157-1 0 0 \\FS100\Law\Cynthia\My Documents\Real Property\Coif®-acts to Buy-sell Land\Zipper Building\Zipper Draft purchase agreement 5-4-05 red line copy.DOC EXHIBIT "A" Description of Property Lot 9R, Block 5, Jennings East, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Cabinet A Slide 6019, Plat Records, Tarrant County, Texas. Exhibit B Representations; Environmental Matters A. Seller's Representations to Purchaser Seller represents to Purchaser that the following are true and correct to the best of the Seller's knowledge and belief as of the Effective Date and will be true and correct to the best of the Seller's knowledge and belief on the Closing Date. 1. Authority. Seller is a [Texas Limited Partnership duly organized, validly existing, and in good standing under the laws of the state of[Texas] with authority to convey the Property to Purchaser. This contract is, and all documents required by this contract to be executed and delivered to Purchaser at closing will be, duly authorized, executed, and delivered by Seller. 2. Litigation. There is no litigation pending or threatened against Seller that might affect the Property or Seller's ability to perform its obligations under this contract 3. Violation of Laws. Seller has not received notice of violation of any law, ordinance, regulation, or requirements affecting the Property or Seller's use of the Property 4. Licenses, Permits, and Approvals. Seller has not received notice that any license, permit, or approval necessary to operate the Property in the manner in which it is currently operated will not be renewed on expiration or that any material condition will be imposed in order to obtain their renewal 5. Condemnation; Zoning; Land Use; Hazardous Materials. Seller has not received notice of any condemnation, zoning, or land-use proceedings affecting the Property or any inquiries or notices by any governmental authority or third party with respect to the presence of hazardous materials on the Property or the migration of hazardous materials from the Property 6. No Other Obligation to Sell the Property or Restriction against Selling the Property. Except for granting a security interest in the Property, Seller has not obligated itself to sell the Property to any party other than Purchaser. Seller's performance of this contract will not cause a breach of any other agreement or obligation to which Seller is a party or to which it is bound. 7. No Liens. On the Closing Date, the Property will be free and clear of all mechanic's and materialman's liens and other liens and encumbrances of any nature except the Permitted Exceptions, and no work or materials will have been furnished to the Property that might give rise to mechanic's, materialman's, or other liens against the Property other than work or materials to which Purchaser has given its consent. 8. No Other Representation. Except as stated above or in the notices, statements, and certificates set forth in Exhibit C, Seller makes no representation with respect to the Property. Seller A n , 'v_` Exhibit C Seller's Records To the extent that Seller has possession of the following items pertaining to the Property, Seller will deliver or make the items or copies of them available to Purchaser by the deadline stated in Section 4: Governmental governmental licenses, certificates, permits, and approvals records of regulatory proceedings or violations (for example, condemnation, environmental) other: [specify] Land soil reports environmental reports water rights engineering reports prior surveys site plans other: [specify] Facilities as-built plans, specifications, and mechanical drawings for improvements warranty agreements management, employment, labor, service, equipment, supply, and maintenance agreements insurance policies ADA and other building inspection reports engineering reports environmental reports operating and maintenance instructions (for example, HVAC Systems Instructions, other building systems) life-safety plans other: [specify] Financial annual operating statements for the most recent [number] years of operation monthly operating statements since the close of the last fiscal year utility bills for the most recent [number] months of operation other: [specify] Leases Leases commission and leasing agent agreements rent roll setting forth for each Lease: tenant's name square footage leased date of expiration of current and renewal terms renewal options basic rent and formula for any additional rents amount of additional rent paid during the last [number] [months/years] prepaid rent delinquent rent security deposit current tenant or landlord defaults options to purchase any portion of the Property r_, Z GJA C rt ii rights of first refusal to lease other space rights to rent concessions, tenant improvements, or other allowances unpaid or contingent brokerage commissions (including commission on renewals) estoppel letters and/or subordination agreements other: [specify] Thursday, May 12, 2005, 12 : 11 Escrow: 04-01020378-SJ Seller: Fort Worth Telco Center Limited Buyer: City of Fort Worth Closed By: 05/10/05 FINAL CHECK REGISTER TC NUMBER DATE Name/Description AMOUNT -- ------------- -------- -------------------------------------- ----------------- IW 12411 05/10/05 From: City of Fort Worth 5, 176,400. 97 CR TOTAL DEPOSITS 5, 176,400.97 CR TC NUMBER DATE Name/Description AMOUNT -- ------------- -------- -------------------------------------- ----------------- OW 8211 05/10/05 To: Park Cities Bank 1,853,780.52 OW 8212 05/10/05 To: Park Cities Bank 3,297, 053 .95 C 30742 05/10/05 Beadles, Newman & Lawler, P.C. 280.00 C 30743 05/10/05 National Tax Net 38 .50 C 30744 05/10/05 Alamo Title Company 25,247. 00 FX 101351 05/10/05 Guaranty Fees to Transfer Acct. 1. 00 Checks/Wires Issued (005) 5, 176,400. 97 Total Deposits 5, 176,400. 97 CR Total Disbursements 5, 176,400. 97 BALANCE 0.00 Savings Account 0. 00 l'��7�JCI��II, i�'6vV LI��1 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 3/29/2005 - Ordinance No. 16352-03-2005 DATE: Tuesday, March 29, 2005 LOG NAME: 20BUYZIPPER REFERENCE NO.: L-14052 SUBJECT: Adopt Appropriation Ordinance and Authorize the Purchase of the Building Located at 1111 Monroe Street from Fort Worth Telco Center, Ltd. RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Certificates of Obligation Special Project Fund by $5,200,000 from available funds to be obtained through the sale of Certificates of Obligation; and 2. Authorize the City Manager to execute all necessary documents to purchase, for a full sale price of $5,200,000, the approximately 70,000 square foot building located at 1111 Monroe Street, commonly referred to as the Zipper Building and legally described as: "all of Lots 10 through 21 and a portion of Lots 9 and 22, Block 5, Jennings East." DISCUSSION: On March 8, 2005, the City Council passed an ordinance authorizing the issuance of a Notice of Intent to sell Certificates of Obligation for the purchase of the Zipper Building. The sale of the Certificates of Obligation- is scheduled for April 5, 2005 with closing in mid-May, after which time the purchase of the building will be finalized. The purchase of the building is contingent upon the successful closing of the Certificates of Obligation sale. The 35,000 square foot second floor of the building will be renovated to provide office space for the City's Finance and Information Technology Solutions departments. The relocation of these two departments to the Zipper Building will create space in City Hall for the establishment of a centralized building permit center to more effectively serve citizens and developers planning building construction projects. The first floor of the Zipper Building is leased to MCI for approximately $484,000 per year. The revenue from the MCI lease will offset approximately 84% of the debt service on the Certificates of Obligation. The Zipper Building is located in Council District 9. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon approval of the above recommendations, adoption of the attached appropriation ordinance, and successful closing of the CO sale, funds will be available in the current capital budget, as appropriated, of the Certificates of Obligation Special Project Fund. Lojimame: 20BUYZIPPER Page I of 2 TO Fund/AccounVCenters FROM Fund/AccounVCenters C290 485205 201070020143 $5,200,000.00 C290 541250 201070020143 $5,200,000.00 C290 541250 201070020143 $5,200,000.00 Submitted for City Manager's Office b Marc Ott (8476) Originating Department Head: Robert Goode (7804) Additional Information Contact: Greg Simmons (7862) Logname: 20BUYZIPPER Page 2 of 2