HomeMy WebLinkAboutContract 35276� � ' y a S
CONTRACT OF SALE
(Fire Station 27)
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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 FLIGHTSAFETY TEXAS, INC., ("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 Lot 2, Block 1, Trinity Industrial Plaza Addition to the City of Fort
Worth, according to the plat recorded in Volume 388-149, Page 76, Plat Records, Tarrant
County, Texas and with a street address of 8900 Trinity Blvd., Fort Worth, Texas 76053
together with any easements, rights-of-way, licenses, interests, and rights appurtenant
thereto.
2. Buyer is a municipal corparation that desires to acquire a 2-acre portion of the above-
described property for public use to construct and operate a Fire Station, such 2-acre
portion hereinafter referred to as the "Property," and being more particularly described in
the attached Exhibit "A."
3. Seller desires to sell the Property for fair marlcet value for development of a Fire Station,
which 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 and the Survey (as defined below in Section 3) that are not
cured and that are subsequently waived pursuant to Section 3 below
("Permitted Encumbrances").
(c) Seller expressly reserves for itself and its successors and assigns alJ, rights
of ownership, including, without limitation, any mineral deposits "
underlying the surface of the Property, including, without limitation,
petroleum and natural gas deposits, if any, provided, Seller shall not
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injure, damage, or destroy the pei•manent improvements of Buyer. Seller
does hereby waive surface rights to the Property, and agrees that no
drilling activity shall be conducted thereon.
Section 2. Indenendent Consideration and Contract Sales Price.
(a) Contemporaneously with the execution of this Contract, Purchaser delivers to
Seller a checic in the amount of $5,000.00 ("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 non-refundable, and shall be retained
by Seller notwithstanding any other provision of this Contract.
(b) The purchase price ("Purchase Price") for the Property, payable by Buyer to Seller
at Closing (defined below), is FIVE HLTNDRED THOUSAND and no/100 DOLLARS
($500,000.00).
(c) In addition to the Purchase Price, Buyer shall pay one half of the cost of the legal
subdivision of the larger parcel of which the Property is currently a part at a cost of $2,250.00,
plus applicable sales tax. Such payment shall be made at the same time that the Purchase Price is
paid.
Section 3. Title Commitment and Survey.
(a) Within thirty (30) days after the Effective Date, Buyer shall obtain, at Seller's
sole cost and expense (i) an Owner's Commitment for Title Insurance ( Title Commitment )
from the 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 a survey of the Property (the "Survey") at Seller's sole cost and expense. The
Survey shall consist of a plat and field notes describing the Property, prepared pursuant to a
current on-the-ground staked suivey performed by a registered public surveyor or engineer
satisfactory to Buyer and Title Company. The Survey shall (i) be certified 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 ai•e cured, and
give Buyer written notice thereof within the fifteen (15) day period following receipt of the
notice of Objections from Buyei• ("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 (as defined below in
Section 6) 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 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 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 Reports. Within twenty (20) days after the Effective Date, Seller
shall deliver to Buyer far Buyer's review any and all environmental reports and studies in
Seller's possession concerning the Property, if any. To Seller's knowledge, there are no such
reports or studies available other than those produced by Buyer.
Section 5. Inspection of the Property 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 analysis, and other tests, studies and surveys, including without
limitation, environmental tests, borings, analysis, and studies ("Tests"). Any engineering and
feasibility tests shall be conducted at Buyer's sole risk and expense. 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's 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 6. Option Period.
(a) Notwithstanding anything to the contrary contained in this Contract, until sixty
(60) 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
satisfied with the results of the Tests (defined in Section 5 above).
(b) If Buyer is not satisfied in Buyer's sole and absolute discretion as to the condition
precedent described in Section 5 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, 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. Closin�• Subject to Section (d) below, closing shall occur on or after N/A , r''•,��
2007, but no later than September 7, 2007.
(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
acknowledged by Seller, conveying to Buyer 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 9
below;
(ii) Any other instrument or document necessary for Title Company to
issue the Owner Policy in accordance with Section 7(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 plus half the cost of the legal subdivision of
the Property, adjusted for closing costs and prorations.
(3) Title Company shall issue to Buyer, at Seller'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.
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(5) Seller shall pay all recording fees and any other closing costs as set forth
by the Title Company.
(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 7(b) survive the Closing.
(c) Upon completion of the Closing, Seller shall delivei• possession of the Property to
Buyer, free and clear of all tenancies of every kind.
(d) If Buyer is not prepared to close on or before September 7, 2007, the closing
period may be extended if agreed to in writing by the parties.
Section 8. 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, other than Peter Kono�lca of Sperry Van Ness. Seller shall be responsible for all
commissions, fees, or other reimbursement due to Peter Konopka of Speny Van Ness, who is the
Seller's brolcer.
Section 9. 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 10. 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
1000 Throckrriorton Street
Fort Worth, Texas 76102
Attention: Stephanie Givens
Telephone: 817-392-8873
Fax: 817-392-8361
(c) The address of Seller under this Contract is:
FlightSafety Texas, Inc.
8900 Trinity Boulevard
Hurst, Texas 76053
Telephone: 817-276-7500
Fax:
(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 11. Termination, Default, and Remedies.
(a) If Buyer fails or refuses to consuinmate 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 ar 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 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 12. 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 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 13. Assigns. 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. -_
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Section 14. 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 May 7, 2007, this
Contract shall be null and void.
Section 15. Time of the Essence. Time is of the essence under this Contract.
Section 16. Ta'n� Prior to Closin�. If, prior to Closing, the Property ar any portion thereof
becomes subject to a talcing 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 ar 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 talcing.
Section 17. Governin� Law. This Contract shall be governed by and construed in
accordance with the laws of the State of Texas.
Section 18. 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 19. Venue. Venue of any action brought under this Contract shall be in Tarrant
County, Texas if venue is legally proper in that County.
Section 20. 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 21. 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.
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Section 22. Counterparts. This Contract may be executed in multiple counterparts, each of
which will be deemed an original, but which together will constitute one insh-ument.
This Contract is EXECUTED as of the Effective Date.
SELLER:
FLIGHTSAFETY TEXAS, INC.
8900 Trinity Boulevard
Hurst, Texas 76053
BUYER:
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, Parlcer and Wise
Counties, Texas
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B���`�� BY' -
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Michael P. Lee � arc A. Ot Assistant City Manager
Name:�\`� ��c,,,z,� � . �._� �
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Attest
Marty Hendrix, C� Secretary
APPROVED AS TO LEGALITY AND FORM
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Assistant City Attorney
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By its execution below, Title Company agrees to perform its other duties pursuant to the
provisions of this Contract.
TITLE COMPANY:
By:
Name:
Title:
Date:
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EXHIBIT "A"
Description of Property
SEING A PORTIflN OF Lt�i �, 6LOCK 1, TRtNfTY INDU57RIAL PLAZA, At� ADDITI�N TO THE CITY OF
FORT +IJORTN, TARRANT GOUNTY, 7EXA5, ACCOi201NG TO �LAT l�ECOROEb IN VOIUME 388-149,
PAGE 76, PLAT REGORpS, TARRANT COUNTY, TEXAS, AND 6EiNG ti�SCRIBE(7 AS FOLLOWS;
BEGINNING A7 A CAi'PED (RON PIN SE7 AT THE 50UTHEASTERLY 1NTERSECTIQtv OF PREGINCT
LINE ROAD AND TRINITY BOULE+/ARD �OR THE NORTHW�ST CC3RNER �F TRACT BEING DESCRIBED,
SAID Pfl1NT BEING TWE NORTHWEST CORNER OF SAi� LOT 2, BLOCK 1, TRINfTY INQUSTRIAL PLAZA;
THENGE 50U7H 8a DEGREES 22 MINUTES 00 SECON�S EAST 324.77 FEEi AI�NG THE SOU7H
UNE 0� SAiD 'fRlNITY 8C3ULEVARD 70 A CAP!'ED IRON PiN SET FOR TiiE NORTHEAST CORNER Q�
Tt2AGT BEING OESCRIBED;
THENC:E SOUIH OD UEGK€ES 58 MINUTES UO SECUNI�S EASt 379.'l8 �EEC "Tt3 A CAPPED IRON
PIN SET W TH� NbRTH LIN� OF PRECIN�T IINE RQAQ FOR THE 50UTHEAST �QRNER OF TRAC7
bEING pESCR18Ep;
THENCE NORTH 5a DEGR�ES 20 MINUTES 36 SECONDS WEST 283.12 FEEf AL�NG THE NORTH
LINE OF 5A1b PRECINCT LiNE ROAb 70 A CAPPED IRON }�IN 5ET FOR I�HE BEGINNING aF' A CURVE
TO TNE RIGHT W17H A RA�+IUS OF 281.31 �`�ET,
THENCE NORTHiNESTERLY AIONG THE tJORiN�i2LY UN� pF SAID PRECINCT UNE ROAD ANO CllRVE
TD THE RIGHT 296.02 FEET TO 7HE PDINT OP BEGINhaING 4VHOSE CHORd BEARS 282.55 FEE(
NORTM 24 DEGREES 11 MINU7ES 50 SECONpS WEST AND GONTAINiNG 2.00 ACRES QF LAND,
�10RE OR LESS
THiS SURVEY IS TO LOCATION OF A PRdPOSED 2.00 ACRE DIVISION OF 7H� PROPERTY KNOWN
AS 1.07 2, BLOCK 1, TRINi7Y 1NDUSTRIAL PLAZA, AN AbDiTION TO 7HE CiTY OF �ORT WORTN,
TARRANT COUN7Y, TEXAS, ACCORDING 70 PLAT RECOROED IN '/OLUME 388-14�3, PAGE 7&,
PLAT RECORDS, TARRANT COUNTY, 7EXA5. THIS P�tOt'ERTY WILL N�ED TO BE REPIATED i0
LEGALLY SUBOIVIDE.
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HURST_PURCHASE_CONTRACT_STATION_27_4_I2_07_REVISEDI.2 OF FORT WORTH, TX
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