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HomeMy WebLinkAboutContract 52081 CITY SECRETARY CGNTRACTNO. 53LO$k CONTRACT OF SALE AND PURCHASE (Sale by City of Fort Worth) THIS CONTRACT OF SALE AND PURCHASE ("Contract") is made and entered into by and between the CITY OF FORT WORTH, TEXAS, a home rule municipal corporation of the State of Texas, acting by and through its duly authorized City Manager or Assistant City Manager ("Seller") and Nirvana Retirement Fund-11, LLC, ("Purchaser") as of the date on which this Contract is executed by the last to sign of Seller and Purchaser ("Effective Date"). RECITALS 1. Seller is the owner of 15200 Frye Road, Fort Worth, Texas, as shown and more particularly described on the attached Exhibit "A", incorporated herein for all purposes (collectively, the "Property"). 2. Purchaser has requested to purchase the Property from Seller and Seller will convey the Property to Purchaser through direct sale in accordance with Section 272.001(b) (1) of the Texas Local Government Code. AGREEMENT In consideration of the mutual covenants, representations, warranties and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller and Purchaser agree as follows: Section 1. Agreement of 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, 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 (as defined below) that are not cured and that are subsequently waived pursuant to Section 3 ("Permitted Encumbrances") and any express reservations described herein. (c) In Seller's conveyance of the Property to Purchaser, the following rights and interests shall be reserved to Seller (or have previously been reserved by Seller's predecessor in title), and such reservation is hereby approved for al purposes: all right, o4.3itle, and interest in and to all oil, gas, and other minerals in and under the Property, if Pagel of 14 . CFW Sales Contract } FT WORTH,,T f any. Seller waives and conveys to Purchaser the right of ingress and egress to and from the surface of the Property relating to the portion of the mineral estate owned by Seller. Section 2. Independent Contract Consideration, Purchase Price,Earnest Money, and Administrative Fee. (a) Contemporaneously with the execution of this Contract, Purchaser hereby delivers to Seller the amount of Fifty and 00/100 Dollars ($50.00) ("Independent Contract Consideration") which amount the parties bargained for and agreed to as consideration for Seller's execution and delivery 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. (b) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller in cash at closing (defined below), is SIXTEEN THOUSAND EIGHT-HUNDRED AND FIFTY and 00/100 DOLLARS ($16,850.00). Seller has determined that the Purchase Price reflects the current fair market value of the Property. (c) Within five (5) days after the execution and delivery of this Contract by Seller to Purchaser, Purchaser shall deliver to title company (as defined below in) a check payable to the order of title company or other means of funding reasonably satisfactory to Seller earnest money in the amount of One Thousand and 00/100 Dollars ($1,000.00) ("Earnest Money"). Purchaser's failure to deposit the Earnest Money as provided herein shall entitle Seller to void this Contract. The Earnest Money shall secure Purchaser's performance of its closing obligations stated in this Contract. Title Company shall hold the Earnest Money in escrow and deliver it in accordance with the provisions of this Contract. (d) At Closing, Purchaser shall pay to Seller an administrative fee in the amount of One Thousand Six Hundred and 00/100 Dollars ($1,600.00) ("Administrative Fee") for the administrative costs incurred by Seller in the sale of the Property. Section 3. Title Commitment and Survey. (a) Within thirty (30) days after the Effective Date, Purchaser may obtain at Purchaser's sole cost and expense (i) a Commitment for Title Insurance and Title Policy ("Title Commitment") from the Title Company of Purchaser's choice ("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 twenty-five (25) days after date of the approval of the Fort Worth City Council of the sale of the Property, Purchaser shall obtain, at Purchaser's sole cost Page 2 of 14 CFW Sales Contract 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, and 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 requires a legal description of the Property. (c) If the Title Commitment or Survey discloses any Encumbrances or other matters that 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"), 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 (as defined below), 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 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 five (5) days after the Effective Date, Seller shall deliver to Purchaser for Purchaser's review any environmental or engineering reports and studies in Seller's possession concerning the Property ("Reports") Section 5. Representations,Warranties, "AS IS" (a) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, Page 3 of 14 CFW Sales Contract PAST, PRESENT OR FUTURE, OF, AS, TO CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER 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) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OF REQUIREMENTS, INCLUDING SOLID WASTE, AS DEFINED BY THE U. S. ENVIRONMENTAL 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 ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. PURCHASER 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 THE CONSIDERATION FOR THIS AGREEMENT, SELLER AND PURCHASER AGREE THAT PURCHASER IS TAKING THE PROPERTY "AS IS" 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 WITH RESPECT TO THE PROPERTY CONDITION, BUT IS RELYING SOLELY UPON ITS EXAMINATION OF THE PROPERTY. PURCHASER TAKES THE PROPERTY UNDER THE EXPRESS UNDERSTANDING THERE ARE NO EXPRESS OR IMPLIED WARRANTIES (EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN THE CLOSING DOCUMENTS). UPON CONVEYANCE, AS BETWEEN SELLER AND PURCHASER, THE RISK OF LIABILITY OR EXPENSE FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, EVEN IF ARISING FROM EVENTS BEFORE CLOSING, WILL BE THE SOLE RESPONSIBILITY OF PURCHASER, REGARDLESS OF Page 4 of 14 CFW Sales Contract WHETHER THE ENVIRONMENTAL PROBLEMS WERE KNOWN OR UNKNOWN AT CLOSING. ONCE CLOSING HAS OCCURRED, PURCHASER INDEMNIFIES, HOLDS HARMLESS AND RELEASES SELLER FROM LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT ("CERCLA"), THE RESOURCE CONSERVATION AND RECOVERY ACT (RCRA), THE TEXAS SOLID WASTE DISPOSAL ACT OR THE TEXAS WATER CODE. PURCHASER INDEMNIFIES, HOLDS HARMLESS AND RELEASES SELLER FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS OR CONDITIONS AFFECTING THE PROPERTY ARISING AS THE RESULT OF SELLER'S OWN NEGLIGENCE OR THE NEGLIGENCE OF SELLER'S REPRESENTATIVES, BUT NOT ANY WILLFUL ACTS OR OMISSIONS OR GROSS NEGLIGENCE OF SELLER OR SELLER'S REPRESENTATIVES. PURCHASER INDEMNIFIES, HOLDS HARMLESS AND RELEASES SELLER FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS OR CONDITIONS AFFECTING THE PROPERTY ARISING AS A RESULT OF THEORIES OF PRODUCTS LIABILITY AND STRICT LIABILITY, OR UNDER NEW LAWS OR CHANGES TO EXISTING LAWS ENACTED AFTER CONVEYANCE DATE THAT WOULD OTHERWISE IMPOSE ON SELLER IN THIS TYPE OF TRANSACTION NEW LIABILITIES FOR ENVIRONMENTAL PROBLEMS OR CONDITIONS AFFECTING THE PROPERTY. PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE 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. C. The provisions of Section 5(a) shall survive the closing (as defined below). Section 6. Option Period. (a) Notwithstanding anything to the contrary contained in this Contract, until five (5) days after the Effective Date ("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). Page 5 of 14 CFW Sales Contract E a s (b) If Purchaser is not satisfibd in Purchaser's sole and absolute discretion as to the condition precedent described is$ection 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 p Contract. @ t i (e) The parties agree that the Option Period will not be extended upon expiration without a written amendment signed by both parties. 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 and engineering tests, borings, analyses, site assessments, and studies ("Tests). Any 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. 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 studies or results.of Tests obtained during the Option Period. Section 8. Closing Contingencies. (a) The closing("Closing") of the sale of the Property by Seller to Purchaser shall occur through the office of the Title Company no more than (15) days after the satisfaction of the following contingencies to Closing("Closing Contingencies"),but not later than . The Closing Contingencies are as follows: J.0 let (1) a)~ort Worth City Council must approve the sale of the Property at a public meeting. (b) Seller agrees to pursue the approvals described in the CIosing Contingencies above with reasonable diligence. Purchaser agrees to cooperate fully with Seller in connection with Seller's pursuit of the above approvals. (c) If any Closing Contingencies are not satisfied by November-26.r6}S, then this Contract shall terminate, and upon the termination, the Earnest Money shall be Page 6 of 14 CFW Sates Contract g 9 0 (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 without a written amendment signed by both parties. 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 and engineering tests, borings, analyses, site assessments, and studies ("Tests). Any 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. 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 studies or results of Tests obtained during the Option Period. Section 8. Closiniz Contingencies. (a) The closing ("Closing") of the sale of the Property by Seller to Purchaser shall occur through the office of the Title Company no more than (15) days after the satisfaction of the following contingencies to Closing ("Closing Contingencies"), but not later than February 5th,2019. The Closing Contingencies are as follows: (1) The Fort Worth City Council must approve the sale of the Property at a public meeting. (b) Seller agrees to pursue the approvals described in the Closing Contingencies above with reasonable diligence. Purchaser agrees to cooperate fully with Seller in connection with Seller's pursuit of the above approvals. (c) If any Closing Contingencies are not satisfied by February 5th,2019, then this Contract shall terminate, and upon the termination, the Earnest Money shall be Page 6 of 14 CFW Sales Contract refunded to Purchaser with any interest earned and neither party will have any further rights or obligations hereunder; however, the deadline for Closing Contingencies may be extended if the Closing Contingencies are not satisfied, if agreed to in writing by the parties. Section 9. Closing. (a) Closing shall occur no later than March 15th 2019, unless extended by mutual agreement of the parties. At the Closing, all of the following shall occur, all of which are deemed concurrent conditions: (1) Seller, at Purchaser's sole cost and expense, shall deliver or cause to be delivered to Purchaser the following: (i) A Deed Without Warranty ("Deed"), fully executed and acknowledged by Seller, conveying to Purchaser good and indefeasible fee simple title to the Property subject to existing easements, rights-of-way, and prescriptive rights, whether of record or not, with the precise form of the Deed to be determined pursuant to Section 11 below; (ii) Any other instrument or document necessary for Title Company to issue the Owner Policy in accordance with Section 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 such other means of funding acceptable to Seller, in an amount equal to the Purchase Price, adjusted for closing costs and prorations. (3) The Title Company shall issue to Purchaser, at Purchaser's sole cost and expense, a Texas 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". Page 7 of 14 CFW Sales Contract f i refunded to Purchaser with any interest earned and neither party will have any further rights or obligations hereunder;however,the deadline for Closing Contingencies may be extended if the Closing Contingencies are not satisfied, if agreed to in writing by the parties. Section 9. Closine. (a) Closing shall occur no later than Jams rv-7* 2019, unless extended by mutual agreement of the parties. At the Closing, all of the following shall occur, all of which are deemed concurrent conditions: (1) Seller, at Purchaser's sole cost and expense, shall deliver or cause to be delivered to Purchaser the following: ? (i) A Deed Without Warranty ("Deed"), fully executed and acknowledged by Seller, conveying to Purchaser good and indefeasible fee simple title to the Property subject to existing s easements, rights-of-way, and prescriptive rights, whether of record or not,with the precise form of the Deed to be determined pursuant to Section 11 below; p k A (ii) Any other instrument or document necessary for Title Company to issue the Owner Policy in accordance with Section 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 such other means of funding acceptable to Seller, in an amount equal to the Purchase Price,adjusted for closing costs and proration. (3) The Title Company shall issue to Purchaser, at Purchaser's sole cost and expense, a Texas 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". Page 7 of 14 CFW Sales Contract (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. (6) Purchaser shall pay the Administrative Fee to Seller. (7) Any easements conveyed to the Seller will be at no cost to the Seller. (8) Except as otherwise provided herein, all costs and expenses in connection with Closing shall be paid or borne by Purchaser including without limitation, Title Company, attorney, and escrow or settlement fees, costs of tax certificates, survey costs, and title insurance policy costs. (b) Ad valorem and similar taxes and assessments, if any, relating to the Property shall be paid by Purchaser. 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. 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 except the following: NONE . Purchaser shall be solely responsible for and shall indemnify Seller from payment of any brokerage fees or commissions. Section 11. Closing Documents. No later than fifteen (15) days prior to the Closing, Seller shall deliver to Purchaser a copy of the Deed Without Warranty, 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, or (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. Page 8 of 14 CFW Sales Contract (b) The address of Seller under this Contract is: City of Fort Worth With a copy to: 200 Texas Street Leann Guzman Fort Worth, Texas 76102 Section Chief Property Management Department City Attorney's Office Attention: Real Property Division City of Fort Worth Laura B. Morales, Senior Land Agent 200 Texas Street Telephone (817) 392-2311 Fort Worth, Texas 76102 (817) 392-8973 (c) The address of Purchaser under this Contract is: 2808 Brookshire Drive Southlake, Texas 76092 (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 to Seller as liquidated damages, free of any claims by Purchaser or any other person with respect thereto. It is agreed that the Earnest Money 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 Page 9 of 14 CFW Sales Contract 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. Assigns. This Contract inures to the benefit of and is binding on the parties and their respective legal representatives, successors, and assigns. Any attempted assignment shall be void. Section 16. Time of the Essence. It is expressly agreed that time is of the essence with respect to this Contract. Section 17. Taking Prior to Closing. 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 18. Governing 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 or the day for performance of any act required under this Contract falls on a Saturday, Sunday, or legal holiday for the City of Page 10 of 14 CFW Sales Contract Fort Worth or federal holiday, then the Closing or the day for such performance, as the case may be, shall be the next following regular business day. Section 23. Multiple Counterparts. This Contract may be executed in any number of identical counterparts. If so executed, each of such counterparts is to be deemed an original for all purposes, and all such counterparts shall, collectively, constitute one agreement, but, in making proof of this Contract, it shall not be necessary to produce or account for more than one such counterpart. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] This Contract is executed as of the Effective Date. SELLER: CITY OF FORT WORTH, TEXAS By: Jesus J. Chapa,Assis ant City Manager Date: ` -& City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. NameEmplo A- Title: _ CLs-t Q Approved as to Form and Legality 14 MUM A 1A cif-4431 44 1, ssistant City ktto ey [•p,: Atte ,•� � ,� •' � •.C:%.;' Mary Kayse City Secret EFT L RECORD ECR 1ARY ITY Page 11 of 14 CITY SECRETARY CFW Sales Contract ORTH TX o M&C: t-- 1295: 3(0 3 PURCHASER(S): NIRVANA RETIREMENT FUND, LLC By: -J — 7�!, Name: MO PERACHA Mcw.a M �r►r Name: Title: Owner(s) I Date: OFFICIAL RECORD CITY SECRETARY Page 12 of 14 FT WORTH, TX CFW Sales Contract By its execution below, Title Company acknowledges receipt of the Earnest Money described in this Contract and agrees to hold and deliver the same and perform its other duties pursuant to the provisions of this Contract. TITLE COMPANY: By: Name: Title: Date: Phone Fax Page 13 of 14 CFW Sales Contract Exhibit"A" Piolperty BURNETT,LORENZO D SURVEY Abstract 177 Tract 2,City of Fort Worth,Tarrant County. Also known as 15,200 Frye Road,Fort Worth,Texas 76155. s s Exhibit "A" LEGAL DESCRIPTION A 0.7736 acre tract out of the LORENZO D. BURNETT SURVEY. Abstract No. 177, Tarrant County. Texas, being a portion of that called 3.282 acre tract conveyed to Nirvana Retirement Fund-11. LLC, according to the Tax Resale Deed Without Warranty recorded under Clerks File No. D213060155, Real Property Records, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at the northeast comer of Lot 3, Block 316, AREA 3. SECTION CENTREPORT, on Addition to the City of Fort Worth. Tarrant County. Texas. according to the plat recorded in Cabinet A, Slide 5703, Plat Records, Tarrant County, Texas. at the northwest corner of Block 307, AREA 3, SECTION 3, CENTREPORT, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Volume 388-176, Page 79, of said Plat Records, and in the south right—of—way line of Frye Road, a public street with a variable width; THENCE South 00 degrees 04 minutes 36 seconds West along the east tine of said Lot 3, Block 316 and the west line of said Block 307, at 30.00 feet passing a found 1/2 inch steel rod at the southwest corner of said Block 307 and the northwest corner of a City of Fort Worth right—of—way tract, continuing along the east line of said Lot 3. Block 316 and the west line of said City of Fort Worth right—of—way tract. in all 51.07 feet to a set 1/2 inch steel rod at the southwest comer of said City of Fort Worth right—of—way tract and the POINT OF BEGINNING, at the northwest comer of said Nirvana Retirement Fund tract; THENCE North 89 degrees 59 minutes 04 seconds East along the south line of said City of Fort Worth right--of—way tract, 51.78 feet to a set 1/2 inch steel rod; THENCE South 00 degrees 17 minutes 13 seconds West. 603.02 feet to a set 1/2 inch steel rod; THENCE South 16 degrees 37 minutes 47 seconds East. 57.30 feet to a set 1/2 inch steel rod in the south line of said Nirvana Retirement Fund tract, and in the north line of Southwest Irving Municipal Complex. on Addition to the Cities of Fort Worth and Irving, Tarrant and Dallas Counties, according to the plot recorded in Cabinet A, Slide 9003, of said Plat Records;,_ . THENCE South 89 degrees 47 minutes 13 seconds West along the north line of said Southwest frying Municipal Complex, 60.63 feet to a found 1/2 inch steel rod at an ell comer in the north line thereof. 'and in the east line of said Lot 3, Block 316, and at the southwest comer of said Nirvana Retirement Fund tract; THENCE along the east line of said Lot 3, Block 316, and the west line of said Nirvana Retirement Fund tract the following two coils: North 18 degrees 13 minutes 35 seconds West. 17.24 feet to a set 1/2 inch steel rod; North 00 degrees 04 minutes 36 seconds East, 641.75 feet to the Point of Beginning and containing 0.7736 acres (33,697 square feet) of land. more or less. City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 31512019 DATE: Tuesday; March 5, 2019 REFERENCE NO.: **L-16188 LOG NAME: 21 PMD CFO FRYE SURPLUS PROPERTY SALE SUBJECT: Authorize Sale of City-Owned Surplus Property Located at 15200 Frye Road to Nirvana Retirement Fund- II, LLC, for a Total Purchase Price of$18,450.00 (COUNCIL DISTRICT 5) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the sale of city-owned surplus property located at 15200 Frye Road to Nirvana Retirement Fund-I I, LLC, in accordance with Section 272.001(b)(1) of the Texas Local Government Code for a total purchase price of$18,450.00;'and 2. Authorize the City Manager or his designee to execute and record the appropriate instrument conveying the property to complete the sale. DISCUSSION: The City of Fort Worth owns a fee-simple interest in the surplus property located at 15200 Frye Road. The Property Management Department received a direct sale request from the interested buyer, Nirvana Retirement Fund-II, LLC, to purchase the city-owned surplus property at fair market value. Nirvana Retirement Fund-II, LLC, is the adjacent property owner to the city-owned surplus property. A direct sale of this city-owned surplus property is allowed under Local Government Code 272.001 (b)(1) because the parcel is encumbered with an existing easement and cannot be developed independently. The Planning and Development Department has reviewed and zoned the property industrial. The property is not part of the Centreport Option Tracts. This property has been reviewed by all departments and a determination was made that the City does not need the property and deems the property surplus. An independent appraisal of the surplus property was performed to establish Fair Market Value (FMV) in the amount of$16,850.00. As part of the real estate transaction, the buyer has agreed to purchase the property subject to any existing easements and encumbrances. As part of the process, the buyer has performed due diligence on the property including a title search and obtained a survey of the surplus property. The City will convey title to the buyer through a Deed Without Warranty and will retain all mineral interests owned in the property. The buyer has agreed to pay all related closing costs, including a $1,600.00 administrative and maintenance fee. Property Address FMV Purchase CFW Legal Description price Fees Total Cost TAD # 03770. 141 Logname: 21PM11) CFO FRYE SURPLUS PROPERTY SALE Page 1 of 2 15200 Frye Abstract 177, Tract 2 1, Road Lorenzo D Burnett $16,850.00 $1,600.00 $18,450.00 Survey This property is located in COUNCIL DISTRICT 5. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that the Property Management Department will be responsible for the collection and deposit of funds. FUND IDENTIFIERS (FIDs): TO Fund Department ccoun Project JProgram ctivity Budget Reference # moun ID ID Year (Chartfield 2) FROM Fund Department ccoun Project Program ctivity Budget Reference # moun ID ID Year (Chartfield 2) CERTIFICATIONS: Submitted for City Manager's Office by: Jay Chapa (5804) Originating Department Head: Roger Venables (6334) Additional Information Contact: Laura B Morales (2311) ATTACHMENTS 1. FID Chart 15200 Frye Rd.pdf (CFW Internal) 2. Frye Road MC GIS Map.pdf (Public) 3. Nirvana Frye Rd 1295 Redacted.pdf (Public) Loaname: 21PMD CFO FRYE SURPLUS PROPERTY SALE Paae 2 of 2