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Home My WebLink AboutContract 35343C�ii `r' �,�(�RE�i�1�iY��`;'�1 /'� �'(�NT�'�Ci N� � �_- �=7 = May 25, 2007 City of Ft. Worth Attn: Cynthia B. Garcia Re: Lot 1, Block 14-A, Woodhaven County Club Estates, an Addition to the City of Fort Worth, accor�ding to the Plat recorded in Volume 388-97, Page 25, Plat Records, Tarrant County, Texas and with a street address of 5901 Boca Raton Blvd., Fort Worth; Teaas 76012, known as the Oak Hollow Apartments (the "Property"). Dear Ms. Garcia: The undersigned, as Seller, and the City of Ft. Woi-th, as Buyer, are currently negotiating the terms of a Contract of Sale (the "Proposed Contract") whereby Buyer seeks to purchase the Property. Buyer has requested Seller, and Seller has agreed, upon mutual execution of this Letter Agreement (herein so called) but prior to eaecution of the Proposed Contract, to grant Buyer a right to enter in, on, over and across the Proper-ry to conduct certain environmental assessment activities on or in connection with the Pr•operty as set forth herein. Phase I Investi ation. Upon execution and delivery of this Letter Agreement by Seller and Buyer, Buyer and Buyer's environmental consultant, if any, shall have the right to enter upon the Property for the sole purpose of conducting any normal and customary activities associated with the performance of a Phase I environmental site assessment of the Property in accordance with All Appropriate Inquiiy �"Site Investigation"); including the right to collect building material samples for asbestos analysis; provided however, that Buyer shall give reasonable notice to Seller prior to entering into or upon any buildings or other improvements on the Property, so that Seller inay, at its option, have a representative present during Buyer's entry and inspection, and Buyer shall obtain Seller's prior written consent to conduct any boring or other subsurface investigation on the Property, which consent may be granted or withheld in Seller's sole but reasonable discretion. The Site Investigation shall be performed at Buyer's sole cost and expense. If Buyer is to receive any studies, reports, or data prepared by or for Buyer in connection with the Site Investigation (collectively, the "Information"), Buyer shall use its best efforts to first obtain any such Information in "draft" format, and shall furnish Seller with a copy of any such draft Information and all readily available attachments as soon as is reasonably and lawfully practicable. If Buyer or its environmental consultant is required by law to disclose to a governmental agency or other third party all or any part of the Information, Buyer shall provide immediate notification, as far as is t•easonably and lawfully practicable, thereof to Seller and Buyer shall provide Seller with copies of appropriate correspondence and communications with any such agency concerning the same. Dama�es Pursuant to the Laws of the State of Teaas, Buyer shall be responsible for all work- related deaths, injuries or diseases of its agents and einployees, and for propet-ty damage, personal injury or death caused by City employees or agents, relating to Site Investigation activities conducted pursuant to this agreement. r , ___ ,��.. i _� _, ; -, � n � � � �u-'' �� J�'� �� !^1.. 1:5 V �'�i) ��1 C; 1 :.� � �� /�� i i °./7 �J��1�/ cJ4�'cb�.SL'��1�J ?c-i '-'�r�pt(� "4`i( � i'(r�!ii��'�IU� I� I I f �� .d`J��.JI�� i�u�1� Liability Insurance; Indemnification; Restoration. Buyer shall obtain or cause its consultants to obtain, at no cost to Seller, prior to commencement of any Site Work on the Property, a policy of commercial general liability insurance covering any and all liability of Buyer and Seller with respect to or arising out of any Site Work. Such policy of insurance shall be an occurrence policy and shall have liability limits of not less than One Million and No/100 Dollars ($1,000,000.00) combined single limit per occurrence for bodily injuiy, personal injury and property damage liability. Such insurance policy shall name Seller and its successors and assigns as an additional insured. Notwithstanding the foregoing insurance provisions, Buyer may enter upon and visually inspect the land without such insurance, provided that such entry and visual inspection shall be subject to all other applicable provisions of this Letter Agreement. Buyer, at Buyer's sole cost and expense and as soon after completion of the Site Work as possible, will restore the Properiy to its condition existing prior to the Site Work. To the extent pennitted by Law, Buyer agrees to indemnify and defend Seller and the Property from any liens, costs and claims resulting from such Site Work, which obligation shall survive any termination of this Letter Agreement. Article XI Section 7 of the Texas Constitution provides that a city is prohibited froin creating a debt unless the city levies and collects a sufficient tax to pay the interest on the debt and provides a sinking fund. The City of Fort Worth has not and will not create a sinking fund or collect any tax to pay any obligation created under this Section. Execution of Proposed Contract. If the parties enter into the Proposed Contract, the Site Investigation and any Infoimation produced therefrom shall continue to be governed and controlled by this Letter Agreement. If there is any conflict between the pr•ovisions of the Contract and the provisions of this Letter Agreement, the provisions of this Letter Agreement shall control as to the conflicting provisions. Entire A�reement. This Letter Agreement constitutes the entire agreement between Seller and Buyer with respect to the Site Investigation. Notwithstanding that the parties have entered into this Letter Agreement, there will be no binding agreement for any Proposed Contract or purchase and sale of the Property unless and until a written contract embodying all of the tenns of such purchase and sale has been eaecuted and delivered by Seller and Buyer. It shall remain within the sole discretion of Seller and Buyer whether to continue to negotiate the terms of the Proposed Contract or whether to enter into the Proposed Contract or any other agreement with respect to the Property, and neither party shall be liable for failing to do so. Bindin�Effect. This Letter Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Counterparts. This Letter Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Completion. The access, rights, and privileges herein granted shall commence upon execution of this agreement by both parties ("Date of Commencement") and shall reinain in effect until the earlier of (i) cornpletion of the Site Investigation activities-, or (ii) June 8, 2007. �:;�� ; l ` 1`�]:'� :..��'-%:�._ � ��--�� ;��,�r��`;��`,; �y'j �,�^ ., 1L �j '��'�`��';��fG u��1� _ _� 'f G � , � v !�: �� ' . Notice. Any notice required by this agreement shall be sent as follows: If to Buyer: Michael Gange Department of Environmental Management 1000 Throckmorton Fort Worth, Texas 76102 817- 871-5455 If to Seller: Blue Valley Apartments, Inc. c/o Ocwen Loan Servicing, LLC 1661 Worthington Road, Suite 100 West Palm Beach, Florida 33409 Telephone No.: (561) 682-8275 Facsimile No.: (561) 682-8161 Very truly yours, BLUE VALLEY APARTMENTS, INC., a Florida coiporation By: �1„ ��?�;��-� Name: l. � 1/1 �`�LI�L'� Title: � �,�2-�-� �:;��1�� L ;r�L'v��, �'� '��I�� V�� !��::��:�'( � c:.; ,�, -, }�� U y�� , ; f�� :'��<J�iiUuti� U'��`�' _. � G�K�J�7' �:l,t� Buyer hereby accepts and agrees to the terms and conditions of this Letter Agreement stated above. CITY OF FORT WORTH a Home-Rule Municipality duly organized and operating under the Constitution and laws of the State of Texas in Tarrant, Denton, Parker and Wise Counties, Texas i �� By: ��. Libby Watsdn Assistant City Manager Date: � �U• G ��` ATTEST: . 1 VI�J Marty Hendrix City Secretary APPROVED AS TO FORM AND LEGALITY: , , � � �.� � i Christa R. opez i _' Assistant City Attorney N� M� L N�� c�'�, ��;::,�, � I��.�N,�•,�. lS� Ir � . .,i ii �� j j'��;s;!� :+��J � a,; T, n r� i, ll 'v��V J;�L'��i?�1�; h�, , �,. � ',�L� ��':;�':-,''!i' '�i ��.� �