HomeMy WebLinkAboutContract 42813CITY SECRETARY
coN'rRAcT wo. 428
OPTION AND CONTRACT OF SALE AND PURCHASE
THIS OPTION AND CONTRACT OF SALE AND PURCHASE ( "Contract ") is made and
entered into by and between the FORT WORTH LOCAL DEVELOPMENT CORPORATION
( "Purchaser ") and CITY OF FORT WORTH ( "Seller ") 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 parcels described on the attached Exhibit A, together with any
easements, rights -of -way, privileges, licenses, interests, and rights appurtenant thereto
(collectively, the "Property ").
2. Purchaser desires to acquire the Property for use in a mixed -use development.
AGREEMENT
In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as follows:
Section 1. Option Period.
(a) Notwithstanding anything to the contrary contained in this Option and Contract, until
three hundred and sixty (360) days after the Effective Date ( "Option Period "), the following are
conditions precedent to Purchaser's obligations under this Contract:
(1) 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 6
below);
(2) The environmental review per 24 CFR part 58 must be satisfactorily completed;
and
(3) The City must receive authorization to use grant funds from the United States
Department of Housing and Urban Development.
(b) If Purchaser is not satisfied in Purchaser's sole and absolute discretion as to any of the
conditions precedent described above, Purchaser may give written notice thereof to Seller on or before the
end of the Option Period, whereupon this Option shall be extended for an additional one hundred and
eighty (180) days. Upon the expiration of the additional one hundred and eighty (180) days, this option
shall terminate. Upon such termination, neither party shall have any further rights or obligations under
this Agreement.
(c) The provisions of this Section 1 control all other provisions of this Contract.
(d) The parties agree that the Option Period will not be extended upon expiration without a
written amendment signed by both parties.
Section 2. Sale and Purchase.
(a) Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase and accept
from Seller, on and subject to the terms and conditions set forth in this Contract, the Prop;—
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i OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
(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 and the Survey (hereinafter defined) that are not cured and that are subsequently waived
pursuant to Section 4 ( "Permitted Encumbrances ").
(c) Notwithstanding anything to the contrary, Seller hereby retains and reserves from this
conveyance (and the Property does not include) for itself, and its successors and assigns, any and all
interest in any and all oil, gas and other minerals in, on, or under the Land; provided, however, Seller
hereby waives and relinquishes access to any use of the surface of the Property.
Section 3. Independent Contract Consideration and Purchase Price.
(a) Contemporaneously with the execution of this Option and Contract, Purchaser delivers to
Seller a check in the amount of Twenty Thousand Dollars and 00 /100 ($20,000.00) ( "Independent
Contract Consideration ") as independent consideration for Seller's execution, delivery and performance
of this Option and 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; however, upon Closing (as
hereinafter defined), the Independent Contract Consideration shall be applied as a credit toward the
Purchase Price (as hereinafter defined).
(b) The purchase price ( "Purchase Price ") for the Property, payable by Purchaser to Seller
at Closing (as hereinafter defined), shall be for (1) $1.00 for each of the parcels to be used for the
development of housing, which will include units affordable to low- to moderate - income persons as
defined by the United States Department of Housing and Urban Development, and retail and commercial,
and (2) the fair market value of $45.00 per square foot for the land to be used for the office building, retail
and commercial, with the final Purchase Price to be determined following receipt of the Survey (as
hereinafter defined). Payment of the Purchase Price shall be a combination of debt forgiveness and cash,
as follows:
(1) Purchaser shall forgive its loan to Seller in the amount of $344,678.09 for Seller -
funded improvements along the Lancaster Corridor; and such amount shall be a
credit toward the Purchase Price; and
(2) For any amount of the Purchase Price over $344,678.09, Purchaser shall pay such to
Seller in cash or wire - transferred funds.
(c) Upon any future sale of the Property by Purchaser, whether in whole or in part Purchaser
shall obtain an appraisal for the Property that separates the fair market value for the land and for the
improvements. Upon closing of the future sale, Seller shall receive the appraised value of the land, and
Purchaser shall receive the remaining sales proceeds, subject to and reduced by closing costs, liens, or
other amounts paid from sales proceeds. This provision shall be set forth in the Deed, as hereinafter
defined.
Section 4. Title Commitment and Survey.
(a) Within 30 days after the Effective Date, Purchaser shall obtain at Purchaser's sole cost
and expense, a Commitment for Title Insurance ( "Title Commitment ") from Alamo Title Company,
2900 South Hulen, Suite 30, Fort Worth, Texas 76109, Attn: Lavonne Keith (the "Title Company ").
The Title Commitment shall set forth the status of the title of the Property and shall show all
Encumbrances and other matters, if any, relating to the Property. The Title Company shall also deliver to
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Purchaser contemporaneously with the Title Commitment legible copies of all documents referred to in
the Title Commitment, including but not limited to, plats, reservations, restrictions, and easements.
(b) If Purchaser does not have a survey of the property satisfactory to the Purchaser, in
Purchaser's sole discretion, then within thirty (30) days after the Effective Date of this Contract,
Purchaser may obtain a survey of the Property (the "Survey ") at Purchaser's sole cost and expense. 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 legal 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 ninety (90) days of the Effective Date, 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, will not, or cannot 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 of Objections from Purchaser ( "Cure Period "), then 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, 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 5. Review Reports. Within five (5) days after the Effective Date, Seller shall deliver
to Purchaser for Purchaser's review any and all environmental or engineering reports and studies in
Seller's possession concerning the Property ( "Reports ").
Section 6. 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 analysis, and
other tests, studies and surveys, including without limitation, environmental and engineering tests,
borings, analysis, and studies ( "Tests "). Any Tests shall be conducted at Purchaser's sole risk and
expense, and Purchaser agrees to 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 7. Closing.
(a) Subject to Section (e) below, the closing ( "Closing ") of the sale of the Property by Seller
to Purchaser shall occur through the office of the Title Company on or after February 1, 2012, but not
later than May 31, 2013.
(b) At the Closing, all of the following shall occur, all of which are deemed concurrent
conditions:
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(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 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(b)(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, in an amount equal to the Purchase Price, adjusted for closing costs and
prorations.
(3) Title Company shall issue to Purchaser, 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, 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) Seller and Purchaser shall each pay their respective attorneys' fees.
(5) Seller shall pay all recording fees and other closing costs.
(c) The Property is deemed exempt for ad valorem tax purposes due to the ownership by a
governmental entity. Therefore, any ad valorem taxes for 2012 shall be the responsibility of Purchaser.
The provisions of this Section 7(c) survive the Closing.
(d) Upon completion of the Closing, Seller shall deliver possession of the Property to
Purchaser, free and clear of all tenancies of every kind.
(e) If Purchaser is not prepared to close on or before May 31, 2013, the Closing shall be
extended for up to 90 days automatically unless otherwise agreed to in writing by the parties.
Section 8. Agents. 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 9. Closing Documents. No later than fifteen (15) days prior to the Closing, Seller shall
deliver to Purchaser a copy of the Special Warranty Deed, which is subject to Purchaser's reasonable
right of approval.
Section 10. Notices.
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(a) Any notice under this Contract shall be in writing and shall be deemed to have been
served if (i) placed in the United States mail, return receipt requested, addressed to such party at the
address specified below, or (ii) 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.
(b) The address of Buyer under this Contract is:
Fort Worth Local Development Corporation
1000 Throckmorton Street
Fort Worth, Texas 76102
Attention: Jesus Chapa
Telephone: 817- 392 -7540
(c) The address of Seller under this Contract is:
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Attention: Cynthia Garcia
Telephone: 817 -392 -8187
With a copy to:
Leann D. Guzman
City Attorney's Office
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Telephone: (817) 392 -7600
(d) From time to time either party may designate another address under this Contract by
giving the other party advance written notice of the change.
Section 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 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, or
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Section 12. 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 13. 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 written consent of the other party. Notwithstanding the foregoing, Seller agrees
that Purchaser may assign this Contract to an affiliate or subsidiary of Purchaser without Seller's consent.
Section 14. 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 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 15. Governing Law. This Contract shall be governed by and construed in accordance with
the laws of the State of Texas.
Section 16. 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 17. Venue. Venue of any action brought under this Contract shall be in Tarrant County,
Texas if venue is legally proper in that County.
Section 18. 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 19. 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, then the Closing or the day for such performance,
as the case may be, shall be the next following regular business day.
Section 20. Counterparts. This Contract may be executed in multiple counterparts, each of which
will be deemed an original, but which together will constitute one instrument.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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A0-
This Contract is EXECUTED as of the Effective Date.
SELLERS:
CITY OF FORT WORTH
By: C. Z -.
Fernando Costa
Assistant City Manager
Date: /� / /��Z
Approved as to Form and Legality:
Assistant City Attom' y
1?6�w
('ity Secretary
Authorizing M &C: L- 5276
I1-1l \1
BUYER:
r
FORT WORTH LOCAL DEVELOPMENT CORPORATION
i
Date: /, G I
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r i SIC AL n; -- ,ukD !
CITY SECREURY
FT. (NORTH, TAE �
By its execution below, Title Company agrees to perform its other duties pursuant to the provisions
of this Contract.
TITLE COMPANY:
By.
Name: "Gu,
Title: C't n
Date:
/- '/ '7 -ice
i OFFICIAL RECORD
' CITY SECRETARY
iFT. WORTH, TX
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EXHIBIT A
Description of Property
Situated in the City of Fort Worth, Tarrant County, Texas, being of all of Lots 1 through
8, 23 through 30, the remainder of Lots 9 and 22 of Block 5, and all of Lots 1 through 5,
Block 4, Jennings East Addition (unrecorded), an addition to the City of Fort Worth,
Tarrant County, Texas, according to the plat filed in Cab. A, Slide 6019, Plat Records of
Tarrant County, Texas; Lots 1 through 21 of Block W, Daggett's Addition (unrecorded),
City of Fort Worth, Tarrant County, Texas
Such description shall be adjusted as necessary based on the Survey.
M &C Review
CITY COUNCIL AGENDA
COUNCIL ACTION: Approved on 11/1/2011
DATE: 11/1/2011 REFERENCE
NO..
CODE:
TYPE:
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Official site of the City of Fort Worth, Texas
FONT WORTH
I
* *L -15276 LOG NAME: 17LANCASTERSALE
CONSENT PUBLIC NO
NO
SUBJECT: Authorize Option Agreement for the Sale of Fee - Simple Properties Owned by the City of
Fort Worth Along the North Side of Lancaster Avenue Between Throckmorton Street and
Monroe Street for the Appraised Value Up to $650,000.00 to the Fort Worth Local
Development Corporation (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize an Option Agreement for the sale of fee -owned properties located on the north side of
Lancaster Avenue between Throckmorton Street and Monroe Street, shown on Exhibit A attached
hereto, in compliance with Chapter XXI, Section 5 of the Fort Worth City Charter and with Local
Government Code Section 272.001(b)(6) and (g) for the appraised value up to $650,000.00 to the
Fort Worth Local Development Corporation; and
2. Authorize the execution and recording of the appropriate instruments conveying the properties to
complete the sale if the terms under the option Agreement are satisfied.
DISCUSSION:
The City of Fort Worth is authorized under Chapter XXI, Section 5, to conduct a sale of fee -owned
properties. On October 9, 2011, October 16, 2011, October 23, 2011 and October 30, 2011, the
Housing and Economic Development Department advertised the sale of the property in the Fort
Worth Star - Telegram.
On June 14, 2011, City Council approved the use of $2 million in Home Investment Partnerships
Program Grant Funds for the project known as the Lancaster Mixed -Use Project that would result in a
mixed -use residential and retail building. (M &C C- 24976) The sale is contingent upon the City's
receipt of authorization to use grant funds from the United States Department of Housing and Urban
Development (HUD), which funds will be used for construction of a mixed -use residential /retail
building and an office /retail building on the Property.
The terms of the Option Agreement _are as follows:
i. The environmental review per 24 CFR Part 58 must be satisfactorily completed prior to the
conveyance;
ii. The City must receive authorization to use grant funds from HUD prior to the conveyance;
iii. The Price will be determined upon receipt of a final survey;
iv. The City currently owes the Local Development Corporation (LDC) $344,678.09 for LDC -
funded improvements along the Lancaster Corridor and the loan will be forgiven as part of the
purchase price with any balance of the purchase price being paid by the LDC in cash; and
http: // apps. cfwnet. org /council _packet /mc_ review .asp ?ID = 16026 &councildate =11/1 /2011 1/17/2012
M &C Review
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v. When the LDC sells the property in the future, the City shall receive the appraised value of
the land at the time of sale.
The Planning and Development Department has reviewed the current zoning of the Property and
determined that the zoning classification is compatible with respect to existing land uses of the
surrounding neighborhood and future land use designations indicated in the Comprehensive Plan.
This property is located in COUNCIL DISTRICT 9, Mapsco 77A.
FISCAL INFORMATION /CERTIFICATION:
The Financial Management Services Director certifies that the Housing and Economic Development
Department is responsible for the collection and deposit of funds due to the City.
TO Fund /Account/Centers
GC10 444583 030023002000 $483.752.00
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
LANCASTERPROPERTI E_S.odf
FROM Fund /Account/Centers
Fernando Costa (6122)
Jay Chapa (5804)
Cynthia Garcia (8187)
Katherine Davenport (7923)
http:/ / apps. cfwnet.org/council _packet /mc_ review. asp ?ID = 16026 &counciIdate =1 1/1/2011 1 / 17/2012