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HomeMy WebLinkAboutContract 45961 cCIITY SECRETARY OPTION AND CONTRACT OF SALE AND PUI�CHASEFT 1O. 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 1. 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. 3. Seller and Purchaser made and entered into City Secretary Contract No. 42813 on January 11, 2012 for the sale and purchase of the Property ( "Prior Contract") and the parties now desire to terminate that agreement and enter into this Contract for the sale and purchase of the Property. 4. 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. OFFICIAL RECORD CITY SECRETARY RECEIVED SEP 2 5 2014 Page oI°1�9 WORTH,TX 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 Property. (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) is Four Hundred One Thousand Forty-one Dollars ($401,041.00), which represents (1) $45.00 per square foot for 8,912 square feet of the Property, which will contain a multistory building with office and other commercial space, subject to any adjustments necessary following receipt of the Survey (as hereinafter defined), and (2) $1.00 for the remaining portion of the Property, which will be used for the development of new low-income and moderate-income housing that will be dispersed within a multistory building containing residential apartment units on all floors except the ground floor(with at least 11 apartments reserved exclusively for lease to low-income and moderate- income persons at rates that are affordable to such persons, all as defined by applicable federal laws and regulations of the United States Department of Housing and Urban Development), and containing retail space on the ground level floor(collectively, the "Affordable Housing/Retail Property"). 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 i (2) For the amount of the Purchase Price over$344,678.09, Purchaser shall pay such to Seller in cash or wire-transferred funds. (c) If Purchaser wishes to sell all or any portion of the Affordable Housing/Retail Property, Purchaser must obtain an appraisal for the Affordable Housing/Retail 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 land value of the Affordable Housing/Retail Property, and Purchaser shall receive the Page 2 of 10 } 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. Additional Terms Regarding Affordable Housing/Retail Property (a) Purchaser agrees to place a lien on the Affordable Housing/Retail Property in favor of City to ensure the affordability of at least 11 units,as specified in Section 3(b) of this Agreement. (b) Seller shall retain a option to purchase the Affordable Housing/Retail Property for$1.00 in the event the Purchaser does not provide 11 affordable units, as specified in Section 3(b) of this Agreement. Section 5. Title Commitment and Survey. (a) Within 10 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 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 ten (10) 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 Seiler written notice thereof within fifteen (15) 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 Page 3 of 10 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 July 31, 2014. (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: (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 detemined 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. (iii) A lien on the Affordable Housing/Retail Property to ensure that at least 11 affordable units are reserved exclusively for lease to low-income and moderate- income persons, as specified and set forth in Section 3(b) of this Agreement, for not less than 20 years after issuance of a final certificate of occupancy for residential units located on the Affordable Housing/Retail Property. (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 Pennitted 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. Page 4of10 (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 2014 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 July 18, 2014, 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. Closinll 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. (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. Page 5of10 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 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. 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 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. Page 6 of 10 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. Section 21. Prior Agreement. The Original Contract is hereby superseded and terminated effective as of the date hereof and shall be without further force or effect. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Page 7of10 This Contract is EXECUTED as of the Effective Date. SELLERS: CITY OF FORT WORTTH' / By: Fernando Costa Assistant City Manager Date: —9 3�4 Approved as to Form and Legality: /Z hchw 614xjmlxo-- Assistant City Attorney f F� 0 Attes • �°C°°° °9, City Secret °o Authorizing CM&C: L-15276 �.°a �00 00a°0003° BUYER: FORT OR O AL DEVE MENT CORPORATION By: Ll Date: ar- ; [N(,c}Q1-0 C4IIIf S� R 11�„`V Page 8 of 10 6'U" U60, a Gds `lf 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: Page 9 of 10 EXHIBIT A Description of Property i Property DescriptiOn a ortion of Lots 1-17, Block W, Being 0.566 of an acre of land situated i and being p Tarrant County, Lot's 3 through 5, Block 4, Jennings East Addition Daggett's Addition (unrecorded), an addition to the City of Fort Worth, 11 being Texas, and also being a portion of unrecorded), deeds; Lots 2-4 of said (unrecorded), addition to the City of Fort Worth,ohe followrng County, Texas, a conveyed to the City of Fort Worth, according #D211138647, Deed Records of Tarrant Block 4, being conveyed in County Clerk's (C.C.) conve ed in Volume 1169,Page Lot 5 of said Block 4, being Y e 337, County, Texas (D.R.s 1-2 ); e 156, Page being conveyed in Volume 263 g 77, D.R.T.C.T.; Lots 1-2 of said Block W, conveyed in Volume 2473, Pa D.R.T.C.T.; Lots 3-6 of said Block W, being Y e 73,D.R.T.C.T.; Page D.R.T.C.T.; Lot 7 of said Block W,being conveyed in Volume Page 2 54,D.R.T.C.T.;Lots 12- Lots 8-11 of said Block W,being conveyed in Volume 2606, D.R.T.C.T.; and Lots 15- conve ed in Volume 2510, Page 569, 14 of said Block W, being Y said 0.531 of an 17 of said Block W, being conveyed in bed C.by and bounds as follows: acre of land being more particularly descri Y a"X" cut found in concrete at the common wen corner of (94 feetrin 4, being BEGINNING at in the east Right-of-Way line of J g 5 of said Block width) and being in the west line of said City of Fort Worth property; Ri ht-of--Way THENCE N 00°18'35" W, along the west line of said Lot 5 and said east g 25.15 feet to the northwest corner of said Lot 5,Block 4; 4 60.00 feet to the THENCE N 89°34'09" E, along the north line of said Lot 5, Block northeast corner of said Lot 5,Block 4; 0°17'45" E, along the east line of said Lot 5, t east 25.15 feet to a Lot 4 of said d THENCE S 0 Lot Nail found at the southeast corner of corner d Lot 1,B ock W of said Dagg ett's Addition; Block 4, also being the northwest TNF.NC F. R705� 7 '� " F._ along the north line of said Citv of Fort Worth nronertv and said Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA 'oRr�* oti COUNCIL ACTION: Approved on 11/1/2011 DATE: 11/1/2011 REFERENCE **L-15276 LOG NAME: 17LANCASTERSALE NO.. CODE: L TYPE: CONSENT PUBLIC NO HEARING: 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 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. Page 1 of 2 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 FROM Fund/AccountlCenters GC10 444583 030023002000 $483,752.00 Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Jay Chapa (5804) Additional Information Contact: Cynthia Garcia (8187) Katherine Davenport (7923) ATTACHMENTS LAN CASTE RPROPERTI ES.pdf Page 2 of 2