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HomeMy WebLinkAboutContract 38561 Y SECRETAF-V �ONTRACT No" . OPTION TO PURCHASE THIS OPTION TO PURCHASE ("Option"), dated April 24, 2009, is between The City of Fort Worth, Texas, a home rule municipality ("Seller"), acting by and through its duly authorized Assistant City Manager, Tom Higgins, on its own behalf and on behalf of the Fort Worth Independent School District, Tarrant County Water Control & Improvement District Number 1, Tarrant County Education District, JPS Hospital District, Tarrant County College District and the State of Texas, County of Tarrant; and Acura Properties, LLC, a Texas limited liability company ("Purchaser"), acting by and through its duly authorized Member,Larry Hemphill. RECITALS A. Seller is the owner of certain tracts of real property, which are more particularly described on Exhibit "A", attached hereto and incorporated herein by reference, known as 1200 Evans Avenue and 1204 Evans Avenue, Fort Worth,Texas(the "Property"). B. Purchaser desires to purchase and develop the Property. C. Due to various financial as well as other feasibility constraints which pertain to Purchaser's intended use of the Property, Seller has agreed to grant to Purchaser an option to purchase the Property. AGREEMENT In consideration of the mutual covenants and other consideration in this Option, Seller and Purchaser agree as follows: 1. Option. In consideration of ONE HUNDRED AND NO/100 DOLLARS ($100.00), Seller grants to Purchaser the exclusive right and option to purchase the Property, SUBJECT, HOWEVER, to the terms and conditions hereinafter set forth. This option amount is in addition to and independent of any other consideration or payment provided for in this Option, is nonrefundable, and shall be retained by Seller notwithstanding any other provision of this Option. 2. Option Period. This Option shall expire on April 30, 2009. Purchaser may exercise this Option by giving written notice to Seller prior to the expiration of the Option. Purchaser may extend the Option for one additional six(6) month period by notifying Seller in writing of the extension prior to the expiration of the Option. 3. Option Price. The purchase price for the Property shall be Six Thousand Nine Hundred Fifty Four and No/100 Dollars($6,954.00). 4. ZoninE. Purchaser intends to develop the Property as part of a mixed-use project, generally to consist of office and retail (the "Project"). Purchaser shall provide to Seller a rendition of the elevation of the Project prior to Closing. Purchaser shall apply for and obtain the approvals necessary to change the zoning classification of the Property to a PDSU for office and retail ("Zoning Change") in accordance with the Near Southside Development Standards and Guidelines adopted by the Fort Worth City Council and in accordance with the attached site plan attached as Exhibit "B" and made apart hereof for all purposes. Purchaser shall make an application with the City of Fort Worth for the Zoning Change. Purchaser agrees to pursue the approval of the Zoning Change with reasonabI Ilk n�rwmh''pp connection therewith, Seller agrees to cooperate fully with Purchaser so long as the r FT-WORTH,TX construction of the Project, which cooperation may include appointing Purchaser as Seller's authorized agent to apply for the Zoning Change; provided, however, Purchaser acknowledges and agrees that the Zoning Change is subject to the approval of the Fort Worth City Council. 5. Replatting. Purchaser, at its expense, will have the responsibility for replatting the Property, along with the adjacent lot owned by Purchaser known as 1208 Evans Avenue, Fort Worth, Texas, together in one plat, and such replatting will be a condition to Closing. As part of the replat process, Purchaser and Seller must agree upon the location of any sanitary sewer, water, storm drainage, or other right-of-way easements located on the Property necessary for its development, and by the recording of such replat, Purchaser shall dedicate such easements to the public at no cost to the Seller. Purchaser agrees to pursue the replat of the Property with reasonable diligence, and in connection therewith, Seller agrees to fully cooperate with Purchaser, which cooperation may include appointing Purchaser as Seller's authorized agent to apply for the replat. Purchaser shall obtain all necessary approvals for the replat prior to Closing, but shall not file the replat until the date of Closing. 6. Closin . A. Closing of the sale of the Property (the "Closing") shall occur within 30 days after Purchaser satisfies the conditions in Paragraph 4 and 5, but no later than May 8, 2009, unless Purchaser extends the Option Period pursuant to Paragraph 2 hereof, in which case the Closing may be extended an additional six (6) months; the Closing will occur at a title company of Purchaser's choosing ("Title Company"). Seller agrees that Purchaser may set an earlier date for Closing upon at least five (5) days' prior notice to Seller, provided that the Purchaser's obligations in Sections 4 and 5 have been fulfilled. B. 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: (a) A Tax Resale Deed ("Deed"), fully executed and acknowledged by Seller,the form of the deed is attached as Exhibit"C."; (b) Any other instrument or document necessary for Title Company to issue the Owner Policy; and (c) Any other document required hereunder or by the Title Company to consummate the sale of the Property. 2. Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be delivered to Seller through the Title Company: (a) 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; and (b) Any other document required hereunder or by the Title Company to consummate the sale of the Property. C. At closing, Seller shall deliver to Purchaser sole and actual possession of the property being purchased. D. Purchaser shall pay all recording fees and any other closing costs set forth by the Title Company. E. Seller and Purchaser shall each pay their respective attorneys' fees and Purchaser shall be responsible for all of the escrow and recording fees. 7. Indemnification, Representations, Warranties, "AS IS". Seller hereby makes the following representations, warranties and disclaimers as of the date of this Option, all of which shall be deemed to have been made by Seller as of the date of each closing and which shall survive the closings. BY THE ACCEPTANCE OF THIS DEED, GRANTEE TAKES AND ACCEPTS THE PROPERTY "AS IS", WITH ALL FAULTS, IF ANY. GRANTEE ACKNOWLEDGES THAT THE PROPERTY CONDITION IS A MATERIAL PART OF THE CONSIDERATION FOR THE PURCHASE. GRANTEE HAS HAD AN OPPORTUNITY TO INSPECT THE PROPERTY. GRANTOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE PHYSICAL CONDITION, FITNESS FOR INTENDED USE, LAYOUT, ZONING, MERCHANTABILITY, OR ANY OTHER MATTER AFFECTING THE PROPERTY; GRANTEE EXPRESSLY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. GRANTOR HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL POLLUTION, OR LAND USE RULES, REGULATIONS OR REQUIREMENTS. The provisions of Section 7 shall be incorporated into the Deed. 8. 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 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 and any contractors used to perform any function contained in this paragraph shall provide Seller certificates of insurance acceptable to Seller insuring against such suits, claims or damages. Purchaser shall be solely responsible for all costs of any environmental site assessments Purchaser deems necessary. If the Closing does not occur for any reason, the Property will be restored by Purchaser to its original condition at Purchaser' sole expense following any site work, to the extent reasonably practical. 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. 9. Notices. A. Any notice required or permitted to be given hereunder by one party to the other shall be in writing and the same shall be given and shall be deemed to have been served and given if delivered in person to the address set forth hereinbelow for the party to whom the notice is given, or placed in the United States mail, return receipt requested, addressed to such party at the address hereinafter specified. B. The address of Seller for all purposes under this Option and for all notices hereunder shall be: The City of Fort Worth, Texas Economic Development 1000 Throckmorton Fort Worth, Texas 76102 Attn: Cynthia Garcia With a copy to: City Attorney's Office 1000 Throckmorton Fort Worth,Texas 76102 Attn: Leann D. Guzman C. The address of Purchaser for all purposes under this Option and for all notices hereunder shall be: Acura Properties, LLC 1450 N. Hwy. 360 Apt. 225 Grand Prairie,Texas 75050 Attn: Larry Hemphill With a copy to: Kelly M. Dodosn Brackett&Ellis,PC 100 Main Street Fort Worth,Texas 76102 D. From time to time any party may designate another address within the forty-eight (48) contiguous states of the United States of America for all purposes of this Option by giving the other party not less than thirty (30) days' advance written notice of such change of address in accordance with the provisions hereof. 11. 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. 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 as Purchaser's sole and exclusive remedy, shall have the right to terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, whereupon neither party hereto shall have any further rights or obligations hereunder. 12. Entire Agreement. This Option (including the exhibits hereto) contains the entire agreement between Seller and Purchaser, and no oral statements or prior written matter not specifically incorporated herein shall be of any force and effect. No variation, modification, or changes hereof shall be binding on any party hereto unless set forth in a document executed by such parties or a duly authorized agent, officer or representative hereof. 13. Succession. This Option shall inure to the benefit of and be binding on the parties hereto and their respective successors and assigns. Purchaser shall not assign this Option or any rights or obligations hereunder to any third party without the prior written consent of Seller. 14. Governing Law and Venue. This Option shall be governed by and construed in accordance with the laws of the state of Texas. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that county. 15. Performance of Agreement. The obligations under the terms of this Option are performable in Tarrant County,Texas. 16. Severability. In case any one or more of the provisions contained in this Option shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Option shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 17. No Partnership. The terms, provisions and agreements set forth in this Option are not intended to create a partnership or any other kind of joint venture, and neither party hereto is hereby authorized or appointed to act as the agent or representative of the other in any respect. [SIGNATURES APPEAR ON FOLLOWING PAGE] EXECUTED by Seller and Purchaser to be effective as of the date first written above. SELLER: PURCHASER: CITY OF FORT WORTH, ACURA PROPERTIES, LLC, A Texas municipal corporation A Texas li ' e 1 '1' com any By. Name: T.M.Higgi Name: L m hill Title: Assistant City Manager Title: na i ember Attest: McotitrACt Authorizatiox Marty LHe City Secretary ` Date Approved as to Legality and Form: Assistant City Attorney FOFFICIALRECORDCITY RETARTHX Exhibit "A" Property Description 1200 Evans: North 6 Feet East 100 Feet South One-half Lot 2, Block 1, Ryan Subdivision of Block 7, Northeast One-Fourth of Evans South Addition, an addition to the City of Fort Worth, Tarrant County, Texas 1204 Evans: North middle part of East part of Lot 2, Block 7, Evans South Addition, an addition to the City of Fort Worth,Tarrant County,Texas M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FaRT WORT 1 COUNCIL ACTION: Approved on 12/2/2008 DATE: 12/2/2008 REFERENCE NO.: **L-14667 LOG NAME: 171200&1204EVAN CODE: L TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize the Direct Sale of Tax Foreclosed Properties Located at 1200 and 1204 Evans Avenue to Acura Properties, LLC RECOMMENDATION: It is recommended that the City Council: 1.Authorize the direct sale of tax foreclosed properties located at 1200 and 1204 Evans Avenue for $6,954.00 in accordance with Section 34.05 of the Texas Property Tax Code to Acura Properties, LLC; and 2. Authorize the City Manager to execute and record the appropriate instruments conveying the properties free from City encumbrances to complete the sale. DISCUSSION: The properties located at 1200 and 1204 Evans Avenue were struck off to the City of Fort Worth (City) as a result of a tax foreclosure. The City holds the property as trustee for all of taxing units that were party to the foreclosure suit. The City is authorized to conduct a direct sale of the tax foreclosed property to a buyer for adjudged value with the consent of the taxing entities who were party to the foreclosure lawsuit plus any accrued costs and administrative fees. Acura Properties, LLC, (Acura) has requested to purchase these properties and intends to develop the land as a mixed-use project. The project is to consist of a mix of medical and commercial office space plus retail. Staff recommends the sale of the properties to Acura, for the adjudged value amounts which total $6,954.00.Acura is responsible for all closing costs. Currently, the properties are zoned NS-T4R and as a condition of the sale the property will be rezoned to PDNS-T4R with the following uses permitted: - Medical - Office http://apps.cfwnet.org/council_packet/mc_review.asp?ID=10769&councildate=12/2/2008 2/10/2009 M&C Review Page 2 of 2 - Retail Sales and Service(excluding alcohol sales) - Restaurant, Cafe or Cafeteria Address Legal Description Price 1204 Evans Avenue Block 7, North Middle Part of East Part, Lot 2, Evans South $ Addition 6274.00 1200 Evans Block 7, Lot 2 , Block 7, Middle Part of East Part, Lot 2, $ 680.00 Avenue Evans South Addition The properties are located in COUNCIL DISTRICT 8, Southside Medical District TIF 4 and Evans and Rosedale NEZ, Mapsco 077K. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that the Housing and Economic Development Department will be responsible for the collection and deposit of funds due to the City under this sale. TO Fund/Account/Centers FROM Fund/Account/Centers GC10 444573 030023001000 $6,954.00 Submitted for City Manager's Office by: T.M. Higgins (6192) Originating Department Head: Jay Chapa (5804) Additional Information Contact: Cynthia Garcia (8187) Avis F. Chaisson (6342) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc_review.asp?ID=10769&councildate=12/2/2008 2/10/2009