HomeMy WebLinkAboutContract 35132�ON RACT N4 �����1�
PURCHASE CONTRACT
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 ("Buyer") and Andre S. Ortega and wife, Raquel Ortega ("Seller") as
of the date on which this Contract is executed by the last to sign of Seller and Buyer ("Effective
Date").
RECITALS
1. Seller is the owner of Tract I: Lots 9 and 10, Blocic 3, Morgan Heights Addition to the
City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Volume 310,
Page 44, Plat Records, Tarrant County, Texas and Tract II: Lots 11-R and 12-R, Blocic 3,
Shoe and Leather Company's Addition, an Addition to the City of Fort Worth, Tarrant
County, Texas, according to the plat recorded in Volume 388-4, Page 337, Plat Records,
Tarrant County, Texas, together with any easements, rights-of-way, licenses, interests,
and rights appurtenant thereto (collectively, the "Property").
2. Buyer is a municipal corporation that desires to acquire the purchase of the Property for
public use for drainage improvements to Lebow Channel.
3. Seller desires to sell the Property for fair market value for drainage improvements to
Lebow Channel (Project Improvements) and will benefit the citizens of Fort Worth in
general.
AGREEMENT
In consideration of the mutual covenants in this Contract, Seller and Buyer agree as
follows:
Section 1. Sale and Purchase.
(a) Seller agrees to sell and convey the Property to Buyer, and Buyer 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 Buyer 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) and the survey that are not cured and that are
subsequently waived pursuant to Section 3 below ("Permitted Encumbrances").
Section 2. Purchase Price
(a) The purchase price ("Purchase Price") for the Property, payable by Buyer to Seller
in cash at Closing (defined below), is Fifty-five thousand Dollars ($55,000.00).
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Section 3. Title Commitment and Survey.
(a) Within thirty (30) days after the Effective Date, Buyer shall obtain, at Buyer's
sole cost and expense (i) an Owner's Commitment for Title Insurance ("Title Commitment")
from Alamo Title Company, Attn: Wilson Martin, 3500 Hulen Street, Fort Worth, Texas 76107,
Telephone Number 817-731-8715 and Fax Number 817-377-2292 ("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) Within ten (10) days after the Effective Date of this Contract, Seller shall provide
to Buyer a copy of any suivey of the Property in Seller's possession. Within forty-five (45) days
after the Effective Date, Buyer may obtain, at Buyer'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 Buyer and Title Company. The Survey shall (i) be certiiied to Buyer, 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 and seal, the date of the Survey. 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 Buyer in Buyer's sole discretion, then Buyer shall give Seller written
notice thereof within fifteen (15) days after receipt of the Title Commitment, Survey and all
documents referred to in the Title Commitment, specifying Buyer's objections ("Objections"), if
any. If Buyer 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 Buyer 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 Buyer written notice thereof within the fifteen (15) day period following receipt of the
notice from Buyer ("Cure Period"), Buyer 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, neither party hereto
shall have any further rights or obligations, or (ii) to waive the Objections and consummate the
purchase of the Property subj ect to the Obj ections 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 Buyer in Buyer's sole
discretion, then Buyer in Buyer's sole discretion may extend the Cure Period for an amount of
time Buyer deems necessary for Seller to cure the same.
Section 4. Review Renorts. Within twenty (20) days after the Effective Date, Seller
shall deliver to Buyer for Buyer's review any environmental reports and studies in Seller's
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possession concerning the Property ("Reports") that were conducted during or after the
demolition of the former improvements on the Property.
Section 5. Inspection of the Property
(a) Buyer may enter the Property before closing to inspect the Property and conduct a
Phase I Environmental.
(b) Buyer must notify Seller in advance of Buyer's plans to inspect the Property and
conduct and tests so that Seller may be present during such inspections or tests.
Section 6. Option Period.
(a) Notwithstanding anything to the contrary contained in this Contract, until ninety
(90) days after the Effective Date ("Option Period"), the following is a condition precedent to
Buyer's obligations under this Contract:
Buyer being satisfied in buyer's sole and absolute discretion that the Property is
suitable for Buyer's intended uses, including, without limitation, Buyer being
satisiied with the results of the Tests (defined in Section 7 below).
(b) If Buyer is not satisfied in Buyer's sole and absolute discretion as to the condition
precedent described in Section 6(a) above, Buyer may give written notice thereof to Seller on or
before the end of the Option Period, whereupon this Contract shall terminate. Upon such
termination, and neither party shall have any further rights or obligations under this Contract.
(c) The provisions of this Section 6 control all other provisions of this Contract.
Section 7. Tests. Buyer, at Buyer'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). Any engineering and feasibility tests shall be conducted at
Buyer's sole risk and expense, and Buyer agrees to indemnify and defend Seller and the Property
from any liens and claims resulting from such tests. Buyer shall be solely responsible for all
costs of any environmental site assessments Buyer deems necessary. The Property will be
restored by Buyer to its original condition at Buyer' sole expense following any site worlc. In the
event this transaction does not close for any reason whatsoever, the Buyer shall release to Seller
any and all independent test studies or tests results obtained during this inspection period.
Section 8. Closing.
(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 Buyer the following:
(i) a General Warranty Deed ("Deed"), fully executed and
acicnowledged by Seller, conveying to Buyer good and indefeasible fee
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simple title to the Property subject only to the Permitted Encumbrances,
with the precise form of the Deed to be determined pursuant to Section 10
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) Buyer, at Buyer'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 Buyer, at Buyer'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,
Buyer 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, 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) Seller and Buyer shall each pay their respective attorneys' fees.
(5) Buyer shall pay all recording fees.
(6) The City will conduct an environmental review of the Property and if an
environmental hazard is found the City has the right to cancel this contract.
(b) Ad valorem and similar taxes and assessments, if any, relating to the Property
shall be prorated between Seller and Buyer 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 Buyer 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 Buyer shall pay for those taxes and assessments applicable to
the Property after the Closing. The provisions of this Section 8(b) survive the Closing.
(c) Upon completion of the Closing, Seller shall deliver possession of the Property to
Buyer, free and clear of all tenancies of every kind.
Section 9. Agents. Seller and Buyer each represent and warrant to the other that it has
not engaged the services of any agent, brolcer, or other similar party in connection with this
transaction.
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Section 10. Closin� Documents. No later than fifteen (15) days prior to the Closing Date,
Seller shall deliver to Buyer a copy of the Deed, which is subject to Buyer's reasonable right of
approval.
Section 11. 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.
(b) The address of Buyer under this Contract is:
City of Fort Worth
Real Property Services
1000 Throcicmorton Street
Fort Worth, Texas 76102
Attention: Jean Petr
Telephone: 817-392-8367
(c) The address of Seller under this Contract is:
Andre S. and Raquel Ortega
3157 Weber Street
Fort Worth, TX 76106
(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 12. Termination, Default, and Remedies.
(a) If Buyer 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 Buyer
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 Buyer
prior to or at the Closing, whereupon neither party hereto shall have any further rights or
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
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right so to terminate expressly set forth in this Contract or Buyer's failure to perform Buyer's
obligations under this Contract, then Buyer shall have the right to terminate this Contract by
giving written notice thereof to Seller prior to or at the Closing and neither party hereto shall
have any further rights or obligations hereunder.
Section 13. Entire Contract. This Contract (including the attached exhibits) contains the
entire contract between Seller and Buyer, and no oral statements or prior written matter not
specifically incorparated 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 14. Assi ns. 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 15. Time for Execution. If Seller has not executed and returned a fully executed
copy of this Contract to Buyer by 5:00 p.m. Fort Worth, Texas time on March 15, 2007, this
Contract shall be null and void.
Section 16. Time of the Essence. Time is of the essence under this Contract.
Section 17. Takin� Prior to Closing. If, prior to Closing, the Property or any portion thereof
becomes subject to a taking by virtue of eminent domain, Buyer may, in Buyer's sole discretion,
either (i) terminate this Contract 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 18. Governin� Law. This Contract shall be governed by and construed in
accordance with the laws of the State of Texas.
Section 19. 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 20. Venue. Venue of any action brought under this Contract shall be in Tarrant
County, Texas if venue is legally proper in that county.
Section 21. 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 22. 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 23. Counterparts. This Contract may be executed in multiple counterparts, each of
which will be deemed an original, but which together will constitute one instrument.
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This Contract is executed as of the Effective Date.
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BUYER:
CITY OF FORT WORTH
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By: , -
arc A. Ottl���
Assistant City Manager
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Date: �-) `'� `l�-�
Marty Hendrix
City Secretary
Approv as to Legality and Form
A sistant ity Attorney
SELLER:
By: - � � �..��
Name: Andre S Ortega �
Date:
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Name:
Date: "r (�a � b(� �
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By its execution below, Title Company agrees to perform its other duties pursuant to the
provisions of this Contract.
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TITLE COMPANY:
By:
Name: N N / G�-
Title: --.SC Dl,t> /L� °�-�
Date: _TL�- D %
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ACKNOWLEDGMENT
THE STATE OF TEXAS
COUNTY OF TARRANT
This instrument was
Marc A. Ott, Assistant City Manager
on behalf of the City of Fort Wortl ,
dge efore me on tl�i� (� day of ���, 2007, by
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the City of Fort Worth, x s, a municipal corporation,
exas.
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Notary Publ c, State of Texas
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THE STATE OF TEXAS §
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COUNTY OF TARRANT §
This 'nstru ent was acknowledged before me on this ,� �
2007, by r S =- � /�� � . �)��' �i
PC 3157 WEBER - ORTEGA - FINAL NEGOTIATED
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Notary Pub c, State of Texas
ACKNOWLEDGEMENT
THE STATE OF TEXAS §
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COUNTY OF TARRANT §
This instrument was acknowledged before me on this ��day of %Z �� 2007 b
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Marc A. Ott, Assistant City Manager of the City of Fort Worth, Texas, a municipal corporation,
on behalf of the City of Fort Worth, Texas.
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THE STATE OF TEXAS
COUNTY OF TARRANT
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Notary Public, State of Texas
ACKNOWLEDGEMENT
This mstrument was acknowledged before me on this day of
2007, by
Notary Public, State of Texas
EXHIBIT "A"
Description of Property
Tract I:
Lots 9 and 10, Block 3, Morgan Heights Addition, to City of Fort Worth, Tarrant County,
Texas, according to plat recorded in Volume 310, Page 44, Deed Records, Tarrant County,
Texas.
Tract II:
Lots 11-R and 12-R, Block 3, Shoe and Leather Company's Addition, an Addition to the
City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Volume 388-
4, Page 337, Plat Records, Tarrant County, Texas.
PC 3157 WEBER - ORTEGA - FINAL NEGOTIATED
ADDENDUM TO PURCHASE CONTRACT
CITY OF FORT WORTH CITY SECRETARY CONTRACT NO. 35132
The City of Fort Worth, Texas, acting by and through its duly authorized City Manager
or Assistant City Manager ("Buyer") and Andre S. Ortega and wife, Raquel Ortega
("Seller") agree to amend City Secretary Contract No. 35132, Section 1. Sale and
Purchase to add the following additional subset:
(c) Seller shall retain all mineral interests in the Property provided that Seller shall
waive any and all rights of ingress and egress upon or across the surface of the
Property for purposes of exploring for or developing oil, gas, hydrocarbons or
other minerals.
I.��,•/�l:ii
CITY OF FOI�P"WQRTH
:
1Vlarc A. Ott
Assistant City Manager
Date:
Appro as to ality and Form
Assistan City Attorney
SELLER:
By: `�
Andre S. Ortega
Date: "7' ' ��' � 7
By: �a �
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Ra uel Ortega
Date: � " "/ � v �
ACKNOWLEDGEMENT
THE STATE OF TEXAS §
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COUNTY OF TARRANT §
This instrument was acknowledged before me on this •_'� day of �n� ,
2007, by Marc A. Ott, Assistant City Manager of the City of Fort Worth, Texas, a
municipal corporation, on behalf of the City of Fort Worth, Texas.
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ACKNOWLEDGEMENT
THE STATE OF TEXAS §
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COUNTY OF TARRANT §
This instrument was acknowledged before me on this
, 2007, by
Notary Public, State of Texas
ACKNOWLEDGEMENT
THE STATE OF TEXAS §
§
COUNTY OF TARRANT §
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