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HomeMy WebLinkAboutContract 35251�ITY SECRETARY ;C�f�iF���(`�' tVl_a , �C��_ 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 ("Seller") and HARMONY REALTY, LTD., a Texas limited partnership ("Purchaser") as of the date on which this Contract is executed by the last to sign of Seller and Purchaser ("Effective Date"). RECITALS Seller is the owner of the approximately 31,720 square foot tract of land situated in the John Childress Survey, Abstract 250, City of Fort Worth, and such land is situated at the southeast corner of Main and Lancaster Streets in Fort Worth, Texas, together with any easements, rights-of-way, licenses, interests, and rights appurtenant thereto (collectively, the "Property") as shown on the attached Exhibit "A." 2. Purchaser is a limited partnership and sale is authorized under section 272.001(b)(1) of the Texas Local Government Code. 3. Seller desires to sell the Property for fair market value for development and as such will benefit the citizens of Fort Worth in general. 4. Purchaser desires to acquire the Property for fair market value for development. 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 except those retained in Section 1(d) below, 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"). F-239506_ 1. DOC ;����� ��,1�;.�'L '�� �1:;'�J�?if�' �'1 ,�.��,,� � - 1- � �v J� �� J� �:1� u���i`� !� � �.''� °�"�: � �n � ����`�'.�. (c) Seller shall retain all mineral interests in the Property. In the deed, Seller shall expressly covenant and agree that any future oil, gas or other mineral lease executed by Seller or its successors or assigns covering Seller's interest in the mineral estate under the Property shall expressly provide that the Lessee therein shall have no right to conduct drilling, mining, exploratory and producing operations on the surface of the Property or to construct houses, pits, tanks, pipelines, compressors or similar structures thereon and that the right to produce the oil, gas and other minerals under the Property shall be exercised by conducting all such exploring, mining, drilling and producing operations on lands other than the Property. (d) Seller shall retain an easement over the entire Property for all existing utilities in the Property. Section 2. Purchase Price, Independent Contract Consideration, and Earnest Mone . (a) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller in cash at Closing (defined below), is Seven Hundred and Two Thousand and No/100 Dollars ($702,000.00), based upon the assumption that the net square footage of the Property is 31,720. "Net square footage" means all of the land within the surveyed boundaries of the Property. Seller has determined that the Purchase Price reflects the current fair market value of the Property. (b) Contemporaneously with the execution of this Contract, Purchaser delivers 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. (c) Within five days after the execution and delivery of this Contract by Seller to Purchaser, 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 $15,000.00 ("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). -2- F-239506 1.DOC Section 3. Title Commitment and Survey. (a) Within thirty (30) 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 Rattikin Title Company, Telephone Number (817) 332-1171, Fax Number (817) 877-4237 and e-mail address ltownsend(a�rattikintitle.com ("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 three hundred sixty (360) 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 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 Purchaser in Purchaser's sole discretion, then Purchaser 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 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 fifteen (15) day period following receipt of the notice from Purchaser ("Cure Period"j, 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 -3- F-239506 1.DOC 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. Review Reports. Within twenty (20) days after the Effective Date, Seller shall deliver to Purchaser for Purchaser's review any environmental reports and studies in Seller's possession concerning the Property ("Reports") that were conducted during or after the demolition of the former improvements on the Property. Section 5. Representations, Warranties, "AS IS" (a) PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DI5CLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR C�ARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS, TO CONCERNING OR WITFI RESPECT TO (A) THE VALLTE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, (B) THE INCOME TO BE DEI2IVED FROM THE PROPERTY, (C) TAE SUTTABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WFIICH PURCFIASER 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) TFIE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F� THE MANNER OR QUALITY OF TFIE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (I� ANY OTHER MATTER WIT�I RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLA�S ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIItONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING SOLID WASTE, AS DEFINED BY THE U.S. ENVIItONMENTAL PROTECTION AGENCY REGULATIONS AT 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 THERE UNDER. PURCFIASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER 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 TAE CONSIDERATION FOR THIS AGREEMENT, SELLER AND PURCHASER AGREE THAT PURCHASER IS TAKING THE PROPERTY "AS IS WITH ALL FAULTS" BASIS 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 VYITH RESPECT TO THE PROPERTY CONDITION, BUT IS RELYING SOLELY UPON ITS EXAI�ZINATION OF THE� FROPE�TY: ,.,,;; s i � i �. �� : ti �:� - 4 - � �,i� ` �,?.�..'L�I�`a�� F-239506_I.DOC � ��, ���';:�;;;;��;U� ���;, .� C PURCHASER TAKES THE PROPERTY UNDER THE EXPRESS UNDERSTANDING THERE ARE NO EXPRESS OR IMPLIED WARRANTIES (EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN TFIE CLOSING DOCUMENTS). AFTER CLOSING, AS BETWEEN PURCFIASER AND SELLER, THE RISK OF LIABILITY OR EXPENSE FOR ENVIItONMENTAL PROBLEMS, EVEN IF ARISING FROM EVENTS BEFORE CLOSING, WII.L SE THE SOLE RESPONSIBILITY OF PURCHASER, REGARDLESS OF WHETHER THE ENVIRONMENTAL PROBLEMS WERE KNOWN OR UNKNOWN AT CLOSING. ONCE CLOSING HAS OCCURRED, PURCHASER INDEMNIFIES, HOLDS NARMT,ESS AND RELEASES SELLER FROM LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, UNDER THE COMPREHENSIVE ENVIItONMENTAL RESPONSE COMPENSATION AND LIABII.ITY ACT (CERCLA), THE RESOURCE CONSERVATION AND RECOVERY ACT (RCRA), THE TEXAS SOLID WASTE DISPOSAL ACT OR THE TEXAS WATER CODE. PURCHASER INDEMNIFIES, HOLDS HARMT.ESS AND RELEASES SELLER FROM AIVY LIABILITY FOR ENVIItONMENTAL PROBLEMS OR CONDITIONS AFFECTING TAE PROPERTY ARISING AS THE RESULT OF SELLER'S OWN NEGLIGENCE OR THE NEGLIGENCE OF SELLER'S REPRESENTATIVES. PURCHASER INDEMNIFIES, HOLDS IIARMLESS AND RELEASES SELLER FROM ANY LIABILITY FROM ANY AND ALL PRESENT OR FUTURE CLAIMS OR DEMANDS AND ANY AND ALL DAMAGES, LOSS, INJURY, LIABILITY CLAIMS OR COST5, INCLUDING FINES, PENALTIES AND JUDGMENTS AND ATTORNEYS FEES ARISING FROM OR IN ANY WAY RELATED TO THE CONDITION OF THE PROPERTY ARISING AS A RESULT OF THEORIES OF PRODUCTS LIABILITY AND STRICT LIABILITY, OR UNDER NEW LAWS OR CFIANGES TO EXISTING LAWS ENACTED AFTER THE EFFECTIVE DATE THAT WOULD OTHERWISE IMPOSE ON SELLER IN TFIIS TYPE OF TRANSACTION NEW LIABILITIES FOR ENVIRONMENTAL PROBLEMS OR CONDITIONS AFFECTING THE PROPERTY. PROVISIONS OF THIS SECTION SHALL SURVIVE TAE CLOSING. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF TFIE 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. (b) The provisions of Section 5(a) shall be incorporated into the Deed. Section 6. Option Period. (a) Notwithstanding anythir�g to the contrary contained in this Contract, until July l, 2008 ("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 7 below). -5- F-239506 1.DOC (b) If Purchaser is not satisfied in Purchaser's sole and absolute discretion as to the condition precedent described in Section 6(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, Purchaser shall be entitled to the return of the Earnest Money, and 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 6 control all other provisions of this Contract. (e) The parties agree that the Option Period will not be extended upon expiration unless provided for in an amendment agreed to in writing by Seller and Purchaser. Section 7. 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). Any engineering and feasibility tests shall be conducted at Purchaser's sole risk and expense, and Purchaser agrees to indemnify and defend Seller and the Property from any liens and claims resulting from such tests. Purchaser shall be solely responsible for all costs of any environmental site assessments Purchaser deems necessary. The Property will be restored by Purchaser to its original condition at Purchaser's sole expense following any site work. In the event this transaction does not close for any reason whatsoever, the Purchaser shall release to Seller any and all independent test studies or tests results obtainPd during this inspection period. Section 8. Closin� Contingencies. (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 thirty (30) days after the satisfaction of the following contingencies to Closing ("Closing Contingencies"), but not later than August 1, 2008. The Closing Conti�gencies are as follows: (1) Purchaser having obtained all necessary municipal approvals for rezoning of the Property to Planned Development Special Use - Mixed Use. Purchaser will rezone the property to a PDSU for all uses in MU-1 and/or MU-2 except those listed below with site plan as per the Zoning Code (Ordinance No. 13 896) as amended by City Council. The following uses currently allowable under MU-1 and MLJ-2 in the Zoning Code "Nonresidential District Use Table" will not be permitted uses: -6- F-239506 1.DOC (a) pawnshop, tattoo parlor and a business whose primary use is massage therapy in the case of MU-1; and (b) pawn shop, tattoo parlor, blood bank, tavern, miniwarehouse, bar or club except a bar or club in a hotel in the case of MU-2. (2) Other Conditions: There may be design guidelines that must be adhered to. (b) Purchaser agrees to pursue the approvals and agreements described in the Closing Contingencies above with reasonable diligence. Seller agrees to cooperate fully with Purchaser in connection with Purchaser's pursuit of the above approvals. (c) If these Closing Contingencies are not satisfied to Purchaser's satisfaction so that Purchaser is prepared to close on or before August 1, 2008, then Purchaser must either (1) terminate this Contract, and upon the termination, Seller shall retain the Earnest Money and any interest earned and neither party will have any further rights or obligations hereunder, or (2) extend the period for Closing until on or before December 1, 2008. To extend the period for Closing, Purchaser must give Seller written notice of the extension on or before August 1, 2008 and must deposit with Title Company an additional one percent (1%) of the Purchase Price ("Additional Earnest Money") which shall become non-refundable to Purchaser except in the event of Seller's default in the performance of Seller's obligations under this Contract. At Seller's request, Title Company shall release the Additional Earnest Money to Seller. Furthermore, beginning August 1, 2008 and continuing until the date of Closing, the Purchase Price shall accrue interest at an annual rate of 10%, with this accrued interest to be added to the Purchase Price at Closing. If the Closing occurs, the Earnest Money and the Additional Earnest Money will be applied to the Purchase Price. If the Closing does not occur for any reason other than an event of Seller's default in the performance of Seller's obligations under this Contract, then Seller shall retain the initial Earnest Money, the Additional Earnest Money, and all interest accrued on Earnest Money from August 1, 2008 until the date this Contract is terminated. Section 9. Closin . (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, except that Seller shall retain the mineral interest and needed easements. The precise form of the Deed to be determined pursuant to Section 11 below; -7- F-239506 1.DOC (ii) Any other instrument or document necessary for Title Company to issue the Owner Policy in accordance with S�ction 9(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 proratioris. (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, 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 (including any Additional 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. (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 9(b) survive the Closing. (c) Upon completion of the Closing, Seller shall deliver possession of the Property to Purchaser, free and clear of all tenancies of every kind. -8- F-239506 1.DOC Section 10. A�ents. Seller and Purchaser each represent and warrant to the other that it has not engaged the services of any agent, broker, or other similar party in connection with this transaction. Section 11. Closin� Documents. No later than fifteen (15) days prior to the Closing Date, Seller shall deliver to Purchaser a copy of the Deed which shall contain the provisions of Sections 1(c) and (d), which is subject to Purchaser's reasonable right of approval. Section 12. 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 Seller under this Contract is: City of Fort Worth Economic and Community Development Attn: Tom Higgins Real Property Services Division 1000 Throckmorton Street Fort Worth, Texas 76102 (c) The address of Purchaser under this Contract is: Harmony Realty, Ltd. 3800 Southeast Boulevard Fort Worth, Texas 76116 Attn: William P. Churchill With a copy to: William D. Ratliff, III Haynes and Boone, LLP 201 Main Street, Suite 2200 Fort Worth, Texas 76102 � F-239506 1.DOC (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 13. 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, the Additional Earnest Money, and the interest accrued on the Purchase Price (as set forth in Section 8(c) above) to Seller as liquidated damages, free of any claims by Purchaser or any other person with respect thereto. It is agreed that the Ear�est Money, Additional Earnest Money, and the interest on the Purchase Price to which the Seller is entitled hereunder 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 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. (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 14. 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 15. 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, which consent shall not be unreasonably withheld, conditioned or delayed. -10- F-239506 I.DOC Section 16. 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 Apri123, 2007, this Contract shall be null and void. Section 17. Time of the Essence. Time is of the essence under this Contract. Section 18. Takin� Prior to Closin�. 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 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 19. Governin� Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. Section 20. 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 21. Venue. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that county. Section 22. 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 23. 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 24. Counterparts. This Contract may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. -11- F-239506 1.DOC This Contract is executed as of the Effective Date. SELLER: CITY OF FORT ,ORTH� i ;y � ��� zf��L�,_ �, Dale Fisseler, sistant City Manager Date: April �, 2007 Attest , , � \� e (;t ��� ,- `�';-i%1��. �:`� i �� � Marty Hend 'X City Secretary Approv s to.-Legality and Form ; �_ Assista City Attorney PURCHASER: HARMONY REALTY, LTD. By: Harmony Realty Management Co., LLC, a Texas limited liability company, General Partner By:2�: �. � William P. Churchill, President Date: April 2, 2007 .�y d .1 lLJ\� �. �cyn� c��. ut�ho 1.zs�io� � � L�ai,� By its execution below, Title Company acknowledges receipt of the Earnest �oney described in this Contract and agrees to hold and deliver the same and perform �ts other duties pursuant to the provisions of this Contract. RATTIHIN TITLE COMPANY: By: Name: Title: Date: F-239506 1.DOC � � l � ���1�,,J,��L;'�,,�:i'�:'� "�'��`l',� J��,?'� ii�'I��`y ;; �� ,1. � � � ���,:�n� �.�,U�, i�i��,� - 12 - � .-.'l�� `.; �;i 1 - � �G � EXHIBIT "A" Description oi Property Being a 0,728 acre tract of land situated in the J. Childress Survey, Abstract No. 250, City of Fort Worth, Tarrant County, Texas and being a portion on that certain tract of land as described by deed to the State of Texas as recorded in Volume 8162, page 678, Deed Records, Tarrant County, Texas, said 0.728 acre tract of land being more particularly described as follows: BEGINNING at a cotton spindle found for the northeast corner of that certain tract of land as described by deed to the City of Fort Worth as recorded in Document D205141703, said deed records and being the intersection of the southerly right-of-way line of Lancaster Avenue (a variable width right-of-way) with the easterly right-of-way line of Main Street (a variable width right-of-way), said corner being the beginning of a non-tangent curve to the left having a radius of 200.25 feet and long-chord bearing North 26°03'21" East, a distance of 5.40 feet; Thence across said Lancaster Avenue the following four (4) courses and distances; 1) Along said curve in a northeasterly direction, through a central angle of O1°33'08", an arc distance of 5,42 feet to a 5/8" capped iron rod stamped "SURVCON INC" set for the beginning of a non-tangent curve to the left having a radius of 109.00 feet and long-chord bearing North 55°27' 12" East, a distance of 78.34 feet; 2) Along said curve in a northeasterly direction, through a central angle of 42°07'23", an arc distance of 80.14 feet to a 5/8" capped iron rod stamped "SURVCON INC" set for the beginning of a non-tangent curve to the left having a radius of 765.50 feet and long-chord bearing North 89°50'07" East, a distance of 52.32 feet; 3) Along said curve in a easterly direction, through a central angle of 03°55'00", an arc distance of 52.33 feet to a 5/8" capped iron rod stamped "SURVCON INC" set; 4) North 87°56'29" East, a distance of 48.76 feet to the beginning of a curve to the right having a radius of 227.50 feet and long-chord bearing South 80°14'42" East, a distance of 93.15 feet; 5) Along said curve in a easterly direction, through a central angle of 23°27'38", an arc distance of 93.81 feet to a 5/8" capped iron rod stamped "SURVCON INC" set; 6) South 68°25'S3" East, a distance of 23.15 feet to a 5/8" capped iron rod stamped "SURVCON INC" set; 7) South 87°32'40" East, 115,48 feet to a 5/8" capped iron rod stamped "SURVCON INC" set; -13- F-239506 1.DOC 8) South 87°28'S7" East, 90.50 feet to a 5/8" capped iron rod stamped "SURVCON INC" set for the beginning of a non-tangent curve to the right having a radius of 587.27 feet and long-chord bearing South 45°09'41" West, a distance of 123.63 feet; 9) Along said curve in a southwesterly direction, through a central angle of 12°OS'04", an arc distance of 123.86 feet to a 5/8" capped iron rod stamped "SURVCON INC" found for the northwest corner of that certain tract of land as described by deed to the Fort Worth Transportation Authority as recorded in Volume 13395, page 137, said deed records, said corner being on the existing southerly right-of-way line of the aforesaid Lancaster Avenue common to the northerly line of that certain tract of land as described by deed to Harmony Realty Corporation as recorded in Volume 9569, page 2158, said deed records; Thence along the northerly line of said Harmony Realty Corporation tract common to said existing southerly right of way line the following four (4) course and distances; 1) North 80°53'00" West, a distance of 93.72 feet to a 5/8" capped iron rod stamped "Huitt-Zollars" found; 2) North 76°31'00" West, a distance of 78.68 feet to point from which a railroad spike found bears North 36°47' West, a distance of l.l feet; 3) North 80°53'00" West, a distance of 112.30 feet to a cotton spindle found for the beginning of a curve to the left having a radius of 7629.44 feet and long chord bearing North 81 °20' 14" West, a distance of 120.86 feet; 4) Along said curve in a westerly direction, through a central angle of 00°54'27", an arc distance of 120.86 feet to the POINT OF BEGINNING and containing a computed area of 31,720 square feet or 0.728 acre of land. Survey sketch to accompany this legal description. Basis of Bearings is North American Datum of 1927. -14- F-239506 1.DOC Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication . � . �.. . -.. • • ��. DATE: Tuesday, September 19, 2006 LOG NAME: 30LANCASTERROW REFERENCE NO.: C-21700 SUBJECT: Authorize an Option Agreement to Sell City-Owned Property at the Southeast Corner of Lancaster and Main Street to Harmony Realty, Ltd. in Accordance with Section 272 of the Texas Local Government Code RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute an option agreement with Harmony Realty, Ltd. to sell property located at the southeast corner of Lancaster Avenue and Main Street in accordance with Chapter 272 of the Texas Local Government Code; and 2. Authorize the City Manager to execute an appropriate deed conveying the property to Harmony Realty, LTD, a Texas Limited Partnership ("Harmony") and record the deed, if the terms of the option agreement are satisfied. DISCUSSION: The City owns approximately 31,000 square feet of excess right-of way property located at the Southeast corner of Lancaster Avenue and Main Street that was purchased from Texas Department of Transportation for the Lancaster Corridor Redevelopment Project ("Project") (M&C L-14166). The Project includes the redevelopment of this excess right-of way for residential, retail, office and park/open space along the redesigned Lancaster Avenue. Harmony proposes to purchase the property under an option agreement. The terms of the option are as follows: The City agrees to an 18 month review period to allow Harmony to market the property to ensure that it is developed within the guidelines of the Lancaster Corridor Redevelopment Project. The purchase price shall be $702,000.00 based upon the understanding that the net square footage of the property is 31,773. The price will be adjusted to reflect the actual property sold, more or less. The purchaser will be prepared to close on or before March 1, 2008. Under the agreement, the Purchaser may request an extension of the period for Closing by giving the City written notice of the extension on or before March 1, 2008 and depositing with the Title Company an additional 1 percent of the Purchase Price which shall be non-refundable to Purchaser. , If the period for closing is extended, beginning March 1, 2008, and continuing until the date of Closing, the Purchase Price shall accrue interest at an annual rate of 10 percent. If the Closing occurS after March 1, ����, .. .. � � � �- http://www.cfwnet.org/council�acket/Reports/mc�rint.asp �� 4/18/2007 Page 2 of 2 2008, and in accordance with the written notice from the buyer, the Earnest Money and the Additional Earnest Money will be applied to the Purchase Price. If the Closing does not occur for any reason other than an event of Seller's default in the perFormance of Seller's obligations, then Seller shall retain the initial Earnest Money, the Additional Earnest Money, and ail interest accrued. The purchaser shall rezone the property to a PDSU for all uses in MU-1 and/or MU-2 with site plan as per the Zoning Code (Ordinance No. 13896) as amended by City Council. The Purchaser shall also dedicate any necessary easements needed by the City at no cost to the City. In addition, any development must comply with the Lancaster Redevelopment Project Guidelines. This property is located in COUNCIL DISTRICT 9. This agreement allows assignment to Manual Properties II, Ltd. Manual Properties is a business associate of Harmony Realty, Ltd. Upon assignment, Manuel Properties II, Ltd. will be subject to all the terms of the contract. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Engineering Department, Real Property Services Division, is responsible for the collection and deposit of funds from this sale. TO Fund/Account/Centers FROM Fund/Account/Centers C291 444010 179230039040 0.00 Submitted for City Manager's Office bv: Originating Department Head: Additional Information Contact: Marc A. Ott (8476) A. Douglas Rademaker (6157) Cathy Nevans (6253) http://www.cfwnet.org/council�acket/Reports/mc�rint.asp 4/18/2007