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HomeMy WebLinkAboutContract 33641 CITY SECRETARY CONTRACT NO. REAL ESTATE SALES CONTRACT THIS REAL ESTATE SALES CONTRACT (this "Contract") is made by and between NORTHWEST INDEPENDENT SCHOOL DISTRICT, an independent school district organized under the laws of the State of Texas ("District"), whose address is 2001 Texan Drive, Justin, Texas 76247, and the CITY OF FORT WORTH, TEXAS, a municipal corporation organized under the laws of the State of Texas ("City"), whose address is 1000 Throckmorton, Fort Worth, Texas 76102, Attention: City Manager, upon the terms and conditions set forth herein. RECITALS WHEREAS, City desires to obtain a three(3) acre site from District on which to construct a fire station to serve the needs of its citizens and the District; and WHEREAS, District desires to accommodate City in the acquisition of the three (3) acre site and acknowledges the significant benefits to the District of having the City construct and operate a fire station on the site; and WHEREAS, District has determined that the transaction contemplated by this Contract falls within the purview of Section 272.001 of the Local Government Code, and more specifically, subsection(b)(5), whereby the parties hereto can consummate the transaction contemplated herein without advertising or competitive bids, so long as the purchase price to be paid is equal to fair market value; and 452315 06-1 6-06 P01 : 25 IN FT. � 1111 N,11111�, WHEREAS, District has had the property appraised by a qualified appraiser and the purchase price set forth herein is the amount established by such appraisal, all in accordance with the laws and statutes of the State of Texas. ARTICLE I SALE AND PURCHASE 1.01. District hereby sells and agrees to convey to City by Special Warranty Deed (the "Deed"), and City hereby purchases and agrees to pay for, all that certain real estate consisting of three (3) acres of land located on the south side of Texan Drive and adjacent to the Support Services Building of District, in the City of Fort Worth, Tarrant County, Texas, as generally depicted on Exhibit A attached hereto and made a part hereof for all purposes and as more fully described by the Survey referenced in Paragraph 3.3 hereof(the "Property"). District also grants to City a non-exclusive, continuing easement for ingress and egress and for construction and maintenance of utilities to the Property over, under and across the private roads owned by District which connect the Property to FM 156 and SH 114, as shown on Exhibit A (the "Easement Lands"). ARTICLE II PURCHASE PRICE Amount of Purchase Price 2.01. The purchase price (the "Purchase Price") for said Property shall be Sixty Five Thousand and 00/100 Dollars ($65,000.00). Payment of Purchase Price 2.02. The Purchase Price shall be payable in cash at Closing (hereinafter defined). 4523151 0) 1011 All IINC0 ARTICLE III CITY'S OBLIGATIONS Conditions to City's Obligations 3.01. The obligation of City hereunder to consummate the transaction contemplated hereby is subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by City at or prior to the Closing): Preliminary Title Commitment 3.02. Within twenty (20) days after the Effective Date (hereinafter defined) of this Contract, District, at District's sole cost and expense, shall have caused LandAmerica/Wilson Title Company, 1700 Redbud Blvd., Suite 300, McKinney, Texas 75069 (the "Title Company") to issue a preliminary title commitment (the "Title Commitment"), accompanied by true, correct and as legible copies as are obtainable of all recorded documents relating to easements, rights-of- way, and any instruments referred to in the Title Commitment as constituting exceptions or restrictions upon the title of District. Survey 3.03. Within twenty (20) days after the Effective Date of this Contract, District shall, at District's sole cost and expense, cause to be delivered to City and District a current survey ("Survey") of the Property and the Easement Lands, prepared by a duly licensed Texas land surveyor. The Survey shall be in a form reasonably acceptable to the Title Company in order to allow the Title Company to delete the survey exception (except as to "shortages in area") from the Owner's Title Policy to be issued by the Title Company at the option and sole cost and expense of City with regard to any additional premium therefor. The Survey shall show the 4523154 �9vIAt I JVE C 01'-' J 0 location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, flood plain as defined by the Federal Emergency Management Administration, easements, and rights-of-way on or adjacent to the Property and shall set forth the number of gross acres comprising the Property. Review Period 3.04. City shall have thirty (30) days (the "Review Period") after City's receipt of the later of the Survey, Title Commitment and Title Documents to review same and to deliver in writing to District such objections as City may have to anything contained in them (the "Objection Notice"), and in the event City states that the condition is not satisfactory, District may, but is not obligated to, promptly undertake to eliminate or modify all such unacceptable matters to the reasonable satisfaction of City, but District shall be under no obligation to incur any cost in so doing. City hereby agrees that zoning ordinances, the lien for current taxes and any items not objected to timely by City shall hereinafter be deemed to be permitted exceptions (the "Permitted Exceptions") and City shall not be entitled to object to the status of title, the Survey or avoid the Closing on account of such Permitted Exceptions. In the event District is unable or unwilling to cure any objections contained in the Objection Notice within the earlier to occur of(a) seven (7) days prior to the Closing Date (hereinafter defined) or (b) ten (10) days after receipt of same, City may, by written notice to District delivered no later than three(3) days prior to the Closing Date, terminate this Contract and the parties shall thereafter have no further obligations, one to the other hereunder, except to the extent otherwise expressly set forth elsewhere in this Contract. Feasibility Period 452315-4 1:)F1 91 JL��� E, C0) CITY 6KII- RM '�27 3.05 City shall have ninety (90) days from the Effective Date of this Contract in which to inspect the Property and determine if the same is suitable for City's intended use (the "Feasibility Period"). In the event City notifies District in writing on or before 5:00 p.m. on the last day of the Feasibility Period that City disapproves or is dissatisfied in any way with the Property, such determination to be made in City's sole and absolute discretion, then this Contract shall terminate and the parties shall thereafter have no further obligations, one to the other hereunder, except to the extent otherwise expressly set forth elsewhere in this Contract. In the event City fails to so notify District in writing prior to the expiration of the Feasibility Period of City's election to terminate this Contract, this Contract shall continue in full force and effect. Right of Enta 3.06. District hereby grants to City the right to enter upon the Property and conduct such inspections and tests as City deems necessary; provided, however, City shall restore the Property to its pre-entry condition, and, to the maximum extent allowed by law, City shall .62 responsible for all claims, costs, expenses, actions or causes of action which might occur by virtue of the entry by City or its agents or contractors upon or the inspections and testing of the Property and provided further that City shall be responsible for all damages occasioned to the Property arising out of City's inspections and tests or that of City's agents or contractors. The terms and provisions of this Paragraph 3.06 shall expressly survive the Closing or earlier termination of this Contract. Approval by Board of Trustees 3.07. District's obligations hereunder are expressly contingent upon District's Board of Trustees approving this Contract in writing prior to the expiration of the Feasibility Period, 452315-4V� ( I "IA.11 JS �jV tSIJ which action shall be in the sole and absolute discretion of such Board of Trustees. In the event that District fails to deliver to City written evidence of the approval of this Contract by District's Board of Trustees within such time period, this Contract shall automatically terminate and the parties shall no longer have any further liabilities or obligations one to the other hereunder (except to the extent otherwise expressly set forth elsewhere herein). ARTICLE IV CLOSING 4.01. The Closing shall be at the offices of the Title Company, on or before one hundred twenty(120) days after the Effective Date of this Contract (which date is herein referred to herein as the "Closin " or the "Closing Date"). In the event the Closing does not take place within one hundred twenty (120) days of the Effective Date for any reason, this Contract shall become null and void and neither party shall have any obligations, nor rights, against the other. 4.02. At the Closing District shall: (a) Deliver to City a duly executed and acknowledged Special Warranty Deed conveying good and indefeasible title in and to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the Permitted Exceptions and the following: (1) Any exceptions approved by City pursuant to this Contract; and (2) Any exceptions approved by City in writing. (b) Deliver to City, at District's sole cost and expense, a Texas Owner's Title Policy issued by the Title Company, in City's favor in the full amount of the Purchase Price, insuring City's indefeasible title to the Property, subject only to the Permitted Exceptions listed 452315-4 l�lw1 tilEC,aU:D � � � 2E LAIPY in this Contract, such other exceptions as may be approved in writing by City, and the standard printed exceptions contained in the usual form of Texas Owner's Title Policy. In the event City desires that the Owner's Title Policy contain a survey exception deletion, except as to shortages in area, such deletion shall be at City's sole cost and expense. (c) Deliver to City possession of the Property subject to the Permitted Exceptions. 4.03. At the Closing, City shall deliver to District the Purchase Price in good and immediately available funds in U.S. dollars. 4.04. General real estate taxes for the then current year relating to the Property, rents, utilities, insurance, and similar charges, if any, shall be prorated as of the Closing Date and shall be adjusted in cash at the Closing. 4.05. Each party shall pay any attorney's fees incurred by such party. All other costs and expenses of closing the sale and purchase and loans shall be borne and paid as provided in this Contract, or if this Contract is silent, as is usual and customary for similar real estate transactions in Tarrant County, Texas. ARTICLE V REPRESENTATIONS 5.01. As a material inducement to the City to execute and perform its obligations under this Contract, the District hereby represents and warrants to the City to the best of District's actual knowledge as of the date of execution of this Contract and through the date of the Closing as follows: (a) There are no actions, suits, or proceedings (including condemnation) 452315-4 n � EVAu V a 1. i ni K. pending or threatened against the Property, at law or in equity or before any federal, state, municipal, or other government agency or instrumentality, domestic or foreign, nor is the District aware of any facts, which to its knowledge, might result in any such action, suit, or proceeding. The District is not in default with respect to the Property with any order or decree of any court of any governmental agency or instrumentality; (b) With respect to the Property, the District is not in violation of any term or provision of any charter, bylaw, mortgage, indenture, contract, agreement, instrument,judgment, decree, order, statute, rule or regulation, and the execution and delivery of and performance and compliance with this Contract will not result in the violation of or be in conflict with or constitute a default under any such term or provision or result in the creation of any mortgage, lien, encumbrance, or charge upon any of the Property pursuant to any such term or provision; (c) The District has good and indefeasible title to the Property, held subject to no mortgage, pledge, lien, charge, security interest, encumbrance, or restriction whatsoever, except for the Permitted Exceptions, and except as disclosed to City and accepted by City in writing prior to the Closing, and District is duly authorized to sell the Property; (d) There are no parties in possession of any portion of the Property except as set forth in the Permitted Exceptions or as have been disclosed to City; and (e) The environmental and ecological condition of the Property are not in violation of any applicable law, and the soil, surface water and ground water of or on the Property are free from any Hazardous Materials (as hereinafter defined). To District's actual knowledge, no person has ever caused or permitted any Hazardous Materials to be treated, placed, held, located or disposed of on, under or at the Property. For purposes of this Contract, 452315 CITY �N-IINYA V "Hazardous Materials" means and includes any hazardous, toxic or dangerous waste, substance, contaminant or material defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, any so-called "Superfund" or "Superlien" law, or any other applicable law (collectively, "Applicable Laws") or other requirement of any governmental authority regulating, relating to, or imposing liability or standards of or for conduct concerning, any hazardous, toxic or dangerous waste, substance, contaminant or material, as now or at any time hereafter in effect, excluding, however, any Hazardous Materials that may have been used on the Property in the ordinary course of business and in compliance with all Applicable Laws. 5.02. All statements contained in subsections (a) through (d) in this Article expressly shall survive the Closing for a period of one (1) year and shall not be merged in the Deed to be delivered at the Closing. The statement contained in subsection(e) in this Article expressly shall survive the Closing and shall not be merged in the Deed to be delivered at the Closing. ARTICLE VI BREACH BY DISTRICT 6.02. In the event District shall fail to fully and timely perform its obligations hereunder or shall fail to consummate the sale of the Property, except for City's default or the termination of this Contract by either party as expressly permitted herein, City may either enforce specific performance of the Contract or terminate this Contract as its sole and exclusive remedies. 452315-4 1 ARTICLE VII BREACH BY CITY 7.01. In the event City shall fail to fully and timely perform its obligations hereunder or shall fail to consummate the purchase of the Property, except for District's default or the termination of this Contract by either party as expressly permitted herein, District may terminate this Contract as its sole and exclusive remedy. ARTICLE VIII RESTRICTION ON USE City to use Property for Fire Station 8.01. District shall be entitled (but not obligated) to place a restriction in the Deed which permits the use of the Property only as a fire station and related public purposes for a period not to exceed fifteen(15)years from the date thereof. ARTICLE IX MISCELLANEOUS Survival of Covenants 9.01 All of the representations, warranties, covenants and agreements of the parties, as well as any rights and benefits of the parties, shall survive the Closing for a period of one (1) year and shall not be merged therein, except as may be otherwise provided in this Contract. Notice 9.02 Any notice required or permitted to be delivered hereunder shall be deemed received two (2) days after the date sent by United States mail, postage prepaid, certified mail, 452315-4 ``NN return receipt requested, addressed to the District or the City, as the case may be, at the address set forth herein above. Texas Law to AWly 9.03 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 Tarrant County, Texas. Parties Bound 9.04 This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Legal Construction 9.05 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. Integration 9.06 This Contract constitutes the sole and only agreement of the parties hereto and supersedes any prior understanding or written or oral agreements between the parties respecting the within subject matter. This Contract cannot be modified or changed except by the written consent of all of the parties. Time of Essence 9.07 Time is of the essence of this Contract. 452315-4 Gender and Number 9.08 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. Compliance 9.09 In accordance with the requirements of Section 28 of the Texas Real Estate License Act, City is hereby advised that it should obtain an abstract or a policy of title insurance, to be reviewed by an attorney of its own selection. Date of Contract 9.10 The term 'Effective Date" or "date of this Contract" as used herein shall mean the later of the two (2) dates on which this Contract is fully signed by District or City, as indicated by their signatures below, which later date shall be the date of final execution and agreement by the parties. [Remainder of page intentionally left blank] 452315-4 EXECUTED on the dates set forth at the signatures of the parties hereto. DISTRICT: NORTHWEST DEPENDENT SCHOOL Attested By. DISTRICT By. I Name: Dr. Karen Rue, Su erintendent 1�(arty Hend ' City Secretary Date of Execution:_ CITY: APIPRO�i D AS TO CIT F WORTH, T FORM D LEGALIT By Name: lsv« it it onager ASSISTA CITY ATTORNEY Date of Execution: TITLE COMPANY ACCEPTANCE: The Title Company acknowledges receipt of the Contract on TITLE COMPANY contrac Authorizatioa LANDAMERICA/WILSON TITLE COMPANY By: Date Printed Name: Title: Address: Telephone: Fax: 4523154 �� .•'ri�.CJtig USG . Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 5/30/2006 DATE: Tuesday, May 30, 2006 LOG NAME: 30FIRE STAT. 11 REFERENCE NO.: **L-14199 SUBJECT: Authorize the Acquisition of Three Acres of Vacant Land From Northwest Independent School District Located in North Fort Worth for the Construction of Fire Station No. 11 (DOE 5218) RECOMMENDATION: It is recommended that the City Council: 1. Approve the acquisition of three acres of vacant land from Northwest Independent School District located in north Fort Worth for the construction of Fire Station No. 11; 2. Find that the price offered in the amount of $65,000 plus an estimated closing cost of $2,000 is just compensation; and 3. Authorize the acceptance and recording of appropriate instruments. DISCUSSION: The acquisition is required for the construction of Fire Station No. 11 to provide fire protection and improve emergency response times for the residents of far north Fort Worth. The Northwest Independent School District has agreed to sell the property at the appraised value of $65,000.00. The acquisition amount is based on an outside independent appraisal. As part of the purchase agreement, the Northwest Independent School District is willing to designate the main ingress and egress point as "No Parking-Fire Lane". This will allow Fort Worth Fire Department personnel, as well as the Fort Worth Police Department, to enforce the no-parking area. The Fire Department will also be given access to campus roads for emergency access to FM 156. The City of Fort Worth will be responsible for all costs associated with constructing the infrastructure to serve the new fire station.The land acquired is described as: Grantor Legal Acres Amount Northwest Independent A Portion of Lot 1, Block 1, 3.00 $65,000.00 School District Northwest Independent School District, Denton County, Texas Estimated Closing Costs 2,000.00 6 ,000.00 FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current capital budget, as appropriated, of the Fire Improvements Fund. TO Fund/Account/Centers FROM Fund/Account/Centers http://www.cfwnet.org/council_packet/Reports/mc_print.asp 6/16/2006 Page 2 of 2 C235 541100 202110017940 $67,000.00 Submitted for City Manager's Office b Marc Ott (6122) Originating Department Head: A. Douglas Rademaker (6157) Additional Information Contact: A. Douglas Rademaker(6157) OFFI IA,L "SEM02D http://www.cfwnet.org/council_packet/Reports/mc_print.asp 6/16/2006