HomeMy WebLinkAboutContract 49201 2 3 4 5 s� CITY SECRETARY /� 1
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CONTRACT OF SALE AND PURCHASE
Cyd (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 Fort Worth Independent School District, acting by and through its duly
authorized Superintendent("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 Fire Station No. 10 Community Center, located at 2800 Lipscomb
Street (the "Lipscomb Property") and 2801 College Avenue, Fort Worth, Texas 76110
(the "College Property"), together with any easements, rights-of-way, licenses, interests,
benefits, privileges and rights appurtenant thereto (collectively, the "Property"), as shown
and more particularly described on the attached Exhibit "A", incorporated herein for all
purposes.
2. Purchaser desires to acquire the Property for redevelopment for use as an educational
facility for the general public.
3. Seller is granting Purchaser Community Development Block Grant funds in the amount
of $400,000.00 (M&C C-26707, City Secretary Contract No. 49014, the "CDBG
Contract") for the redevelopment of the Property). The sale is conditioned upon
successful completion of an environmental review per federal regulations under 24 CFR
Part 58 (which has been successfully completed) and the receipt of authorization to use
grant funds from the United States Department of Housing and Urban Development,
which the City received on March 17, 2015.
4. Seller will convey the Property through direct sale for less than fair market value in
accordance with Section 272.001(1) of the Texas Local Government Code, with the
requirement that the Property be used by the Purchaser for or in support of the education
of the general public, and if it is not used for such purpose, then the Property will revert
to the Seller.
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:
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FT.WORTH,TX 71207
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 all purposes: all right, title, and interest in and
to all oil, gas, and other minerals in and under the Property, if 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, and Earnest Money.
(a) Contemporaneously with the execution of this Contract, Purchaser hereby delivers
to Seller the amount of$1.00 ("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 a total of $2.00, being $1.00 for the Lipscomb
Property and $1.00 for the College Property, which, in each instance, is less than fair market
value,pursuant to Section 272.001(1) of the Texas Local Government Code.
Section 3. Title Commitment and Survey.
(a) Within 30 days after the Effective Date, Purchaser may obtain (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 25 days after the Effective Date, Purchaser shall obtain, at Purchaser's
sole cost and expense, an updated survey ("Survey") consisting of a plat and field notes
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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 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 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, 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 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, 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
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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 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
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RECOVERY ACT (RCRA), THE TEXAS SOLID WASTE DISPOSAL ACT OR THE
TEXAS WATER CODE.
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 30 days
after the Effective Date ("Option Period"), the following is a condition 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 7 below).
(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, neither party shall have any further rights or obligations under this
Contract.
(c) 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 release 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 S. ClosinLy 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 later than 30 days after the Option Period
expires, unless extended by agreement of the parties.
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Section 9. Closing.
(a) At the Closing, all of the following shall occur, all of which are deemed
concurrent conditions:
(1) Seller, at Seller's sole cost and expense, shall deliver or cause to be
delivered to 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 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, stating that the
use of the Property shall be for or in support of the education of the
general public and if the property ceases to be used for or in the support of
the education of the general public, then the Property, as-is, will revert
back to the Seller;
(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, with the cost divided equally
between Purchaser and Seller, a Texas Owner Policy of Title Insurance ("Owner
Policy") issued by Title Company in the amount of the Purchase Price plus the
dollar value of the improvements ($400,000) to be made to the Property by
Purchaser as recited in the CDBG Contract, 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.
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(5) Except as otherwise provided herein, all costs and expenses in connection
with Closing shall be paid or borne in equal shares by Purchaser and Seller, including without
limitation, Title Company attorney and escrow or settlement fees, costs of tax certificates,
survey costs, and title insurance policy costs.
(b) It is anticipated that Purchaser will qualify for exemption from ad valorem taxes
for the Property, and no ad valorem taxes shall accrue after the date of Closing; provided,
however, Purchaser shall be solely responsible for the payment of any ad valorem tax liability
that is assessed against the Property for the current year after the date of Closing. Seller has
qualified for an exemption from the ad valorem taxes for the Property; however, Seller shall be
solely responsible for the payment for any ad valorem tax liability due and payable on the
Property up to and including the date of Closing. The provisions of this Section 9(b) shall
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.
Section 11. Closing Documents. No later than 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 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, provided that the transmission is confirmed by
telephone on the date of the transmission.
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(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 City Attorney's Office
Attention: Chad LaRoque City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
(817) 392-7600
(c) The address of Purchaser under this Contract is:
Fort Worth Independent School District
100 N. University Dr.,-+��
�� Fort Worth, TX 76107
vo 1�Attention:
(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 prior to or at the Closing whereupon the
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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. Severabilitv. 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 Fort
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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]
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This Conti-act is executed as of the Effective Date.
SELLER: CITY OF FORT WORTH, TEXAS
By: —
Fernando Costa, Assistant City Manager
Date: ���s/17
��� Attest `
V:` :�0 Maiy J. Ka e City ec etary
:' M&C: C-26707
cXAS Date: 3/18/2014
`� Approved as to Legality and Form
Senior Assistant City Attorney
7/iit% _ ,, ,,kC"
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this Contract,
including ensuring all_ erformance and reporting
requents.
%vis C on, Housing Development and Grants Manager
[SIGNATURES CONTINUE ON NEXT PAGE]
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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PURCHASER:
Fort Worth In a ent chool District
By:
ZV, i—
Dr. K r bner JI
Superintendent r�
Date: '
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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
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EXHIBIT ►►A►►
Description of Property
Lots 23 and 24, Block 12, South Hemphill Heights Addition, an Addition to the
City of Fort Worth, Tarrant County, Texas according to the plat recorded in
Volume 106, Page 132, Plat Records of Tarrant County, Texas,
commonly known as 2800 Lipscomb Street, Fort Worth TX 76110;
and
Lots 1 - 7, Block 12, South Hemphill Heights Addition, an Addition to the City of
Fort Worth, Tarrant County, Texas according to the plat recorded in Volume 106,
Page 132, Plat Records of Tarrant County, Texas,
commonly known as 2801 College Avenue, Fort Worth TX 76110
Together with the following personal property:
All fixtures, supplies, building materials, and other goods of every nature
now or hereafter located, used, or intended to be located or used on the
Property;
All plans and specifications for development of or construction of
improvements on the Property;
All contracts and subcontracts relating to the construction of
improvements on the Property;
All accounts, contract rights, instruments, documents, general intangibles,
and chattel paper arising from or by virtue of any transactions relating to
the Property;
All permits, licenses, franchises, certificates, and other rights and
privileges obtained in connection with the Property;
All proceeds payable or to be payable under each policy of insurance
relating to the Property; and
All products and proceeds of the foregoing.
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M&C Review Pagel of 3
official site of the City of Fort Worth,Texas
FORTIVORTIll
LOUNCI
COUNCIL ACTION: Approved on 3/18/2014
DATE: 3/18/2014 REFERENCE **C-26707 LOG NAME: 17FSNO10_REHABPROJECTNO. 2
NO..
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of an Agreement for the Sale of 2800/2804 Lipscomb Street and
2801 College Avenue to the Fort Worth Independent School District for$1.00 each,
Authorize Change in Use and Expenditure in the Amount of$400,000.00 of Community
Development Block Grant Funds to the Fort Worth Independent School District in the
Form of a Forgivable Loan for the Rehabilitation of Old Fire Station No. 10, Authorize
Execution of a Contract and Authorize Substantial Amendment to the City's 2012-2013
Action Plan (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a substantial amendment to the City's 2012-2013 Action Plan;
2. Authorize the City Manager or his designee to enter into an Agreement for the direct sale of
2800/2804 Lipscomb Street and 2801 College Avenue to the Fort Worth Independent School District
for$1.00 each, in accordance with Section 272.001 (1) of the Texas Local Government Code;
3. Authorize the execution and recording of the appropriate instruments conveying the properties to
complete the sale;
4. Authorize a change in use and expenditure in the amount of$400,000.00 in Community
Development Block Grant funds to the Fort Worth Independent School District in the form of a
forgivable loan for the rehabilitation of Old Fire Station No. 10 located at 2800/2804 Lipscomb Street;
5. Authorize the City Manager or his designee to execute a contract with the Fort Worth
Independent School District in the amount of$400,000.00 for a one-year term beginning on the date
of contract execution;
6. Authorize the City Manager or his designee to extend or renew the contract for up to one year, if
the Fort Worth Independent School District requests an extension and such extension is necessary
for the completion of the project; and
7. Authorize the City Manager or his designee to amend the contract, if necessary, to achieve
project goals provided that the amendment is within the scope of the project and in compliance with
City policies, applicable laws and regulations governing the use of federal grant funds.
DISCUSSION:
In 2006, the City Council awarded Community Development Block Grant (CDBG) funds to the South
Hemphill Heights Neighborhood Association for its Model Blocks Program to fund various community
development activities including renovating Old Fire Station No. 10 located at 2800/2804 Lipscomb
Street(M&C G-15083). The City spent approximately $400,000.00 in CDBG funds to rehabilitate Old
Fire Station No. 10 and leased it to a local non-profit. Because CDBG funds were used to renovate
the building, CDBG regulations required that the building's use primarily benefit low- and moderate-
income residents. The non-profit was unable to meet the CDBG requirements and its lease was
terminated. In September 2012, the City and the Fort Worth Independent School District (FWISD)
entered into a License Agreement for Old Fire Station No. 10 in which the FWISD agreed to
file:Hfs 100/Neighborhood%20Services%2002/Projects%2002/Project%20Files/CDBG%2... 6/19/2017
M&C Review Page 2 of 3
conduct programs in the building that would primarily benefit low- and moderate-income individuals
(M&C L-15417, City Secretary Contract [CSC] No. 43605). The FWISD provides Adult Basic
Education, grade level literacy classes, Adult Secondary Education (ASE/GED), English as a Second
Language, and Citizenship classes. These activities meet the City's federal obligation to provide
services that benefit at a minimum 51 percent low- and moderate- income individuals in the
neighborhood. Staff requested that the FWISD purchase the property to continue providing the
educational services and meeting the CDBG requirements. The FWISD agreed on the condition that
the City provide the funding to rehabilitate the second floor of the building so it can be used and also
sell them the adjacent property located at 2801 College Avenue for parking.
Staff recommends the sale of the properties to the FWISD on the following terms and
conditions:
i. Sale contingent upon satisfactory completion of an environmental review per 24 CFR Part 58 and
authorization to use grant funds from HUD;
ii. The properties would be sold for$1.00 each as long as they are used for the education of the
general public;
iii. If the properties are not used for education of the general public, then they will revert back to the
City; and
iv. City will retain any mineral interest it may own in these properties and FWISD will be responsible
for half of all closing costs.
2800/2804 Lipscomb Avenue Legal Description:
Lots 23 and 24, Block 12, South Hemphill Heights Addition
2801 College Avenue Legal Description:
Lots 1 through 7, Block 12, South Hemphill Heights Addition
In addition, Staff recommends providing an additional amount of$400,000.00 in CDBG funds in the
form of a forgivable loan to finish out the rehabilitation of Old Fire Station No. 10 including obtaining a
Certificate of Occupancy for the second floor. The work will include installing an elevator to allow
handicapped accessibility to the second floor, stair and door improvements, installation of playground
equipment behind the building, security lighting, and construction of up to 30 parking spaces to
accommodate the parking needs of the neighborhood residents using the building. The CDBG funds
will only be used for rehabilitation of the building.
Staff recommends the following loan terms:
i. Loan term of five years commencing on the date of execution of the promissory note;
ii. Performance of the contract and loan terms secured with a recorded deed of trust on both
properties;
iii. Five year reporting requirement to verify at least 51 percent of the clients served by the FWISD
programs in the building are income-eligible with current household incomes at or below 80 percent
of Area Median Income, as established by the United States Department of Housing and Urban
Development,(HUD);
iv. If the contract and loan terms are not satisfied, then the loan must be repaid in full;
v. Satisfactory completion of an environmental review per 24 CFR Part 58; and
vi. Receipt of authorization to use grant funds from HUD.
Staff recommends the change in use and expenditure in the amount of$400,000.00 in CDBG funds
for the rehabilitation of Old Fire Station No. 10. The Action Plan funding years selected may vary and
be substituted based on the principle of first in, first out in order to expend oldest grant funds first. A
public comment period on the change in use of these CDBG funds was held from May 31, 2013 to
July 1, 2013 for up to $250,000.00 and from December 2, 2013 to January 2, 2014 for up to
$150,000.00 for a total amount of$400,000.00. Any comments are maintained by the Housing and
Economic Development Department, in accordance with federal regulations.
file://fs 100/Neighborhood%20Services%2002/Projects%2002/Project%20Files/CDBG%2... 6/19/2017
M&C Review Page 3 of 3
This project is located in COUNCIL DISTRICT 9, Mapsco 76V and 76Z.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Grants Fund and 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/Account/Centers
GR76 539120 017206280100 $250,000.00 GR76 539120 005206270780 $112,034.17
GR76 539120 017206280100 $150,000.00 GR76 539120 017206280990 $137,965.83
GR76 539120 017206280990 $150,000.00
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Jay Chapa (5804)
Additional Information Contact:
Cynthia Garcia (8187)
Leticia Rodriguez (7319)
ATTACHMENTS
2800 2804Lipscomb 2801 CollegeAveMap.pdf
file:Hfs 100/Neighborhood%20Services%2002/Projects%2002/Project%20Files/CDBG%2... 6/19/2017