HomeMy WebLinkAboutContract 33088 CITY SECRETARY
PURCHASE CONTRACT CONTRACT NO.
THIS PURCHASE CONTRACT ("Contract") is made and entered into by and between
the CITY OF FORT WORTH, TEXAS, acting by and through its duly authorized City Manager
or Assistant City Manager("Seller") and 11211 Katy Freeway, L.P. a Texas Limited Partnership
("Purchaser") as of the date on which this Contract is executed by the last to sign of Seller and
Purchaser("Effective Date").
RECITALS
WHEREAS, Seller is the owner of the approximately 1.266 acre tract of land and
building located as 1500 North Main Street and more particulary described as property located in
the John Baugh Survey, Abstract No. 115 and being all of Lots 1R and 2R, Block 216, North
Fort Worth Addition, an addition to the City of Fort Worth, Tarrant County, Texas according to
the plat recorded in Cabinet B, Slide 2589, Plat Records Tarrant County, Texas, together with
any easements, rights-of-way, licenses, interests, and rights appurtenant thereto, except any
mineral interests (collectively, the "Mercado Property"), and as more particulary described on
the attached Exhibit "A".
WHEREAS, in August 2003, Seller entered into an agreement with Fort Worth
Mercado, Inc (the"Development Agreement") to construct a 58,000 square foot three story
facility to be known as the "Fort Worth Mercado'("Facility");
WHEREAS, it was proposed that the Facility would be a Hispanic-themed marketplace
that would serve the community and thus, would be operated and used as follows: retail on the
first floor,office/retail on the second floor and a banquet hall/meeting room on the third floor;
WHEREAS, the construction cost of the Facility was partially funded with a $3.1
million Section 108 Federal loan provided by Seller;
WHEREAS, in August 2004, the original developer lost its private funding and all rights
to the Property, Facility, and under the Development Agreement were assigned to Seller,
whereupon, Seller allocated an additional $1.3 million to complete the construction of the
Facility;
WHEREAS, in 2005 Seller requested proposals from interested parties to purchase and
operate the Facility in a manner consistent with the original vision of the Facility;
WHEREAS, Purchaser is a Texas Limited Partnership that desires to purchase the
Facility and operate it in a manner that is consistent with the original vision of the Facility and in
accordance with applicable Federal Regulations as a result of Federal dollars being spent for the
construction of the Facility;
WHEREAS Seller desires to sell the Property for fair market value to Seller for
development as a Hispanic-themed marketplace that will serve the community by bringing goods,
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and services needed by the community as well as the creation of new jobs; and as such, the sale
will benefit the citizens of Fort Worth in general.
NOW THEREFORE, in consideration of the mutual covenants in this Contract, Seller
and Purchaser agree as follows:
Section 1. 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, except Seller's mineral interest in 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 that are not cured and that are subsequently waived pursuant
to Section 3 below ("Permitted Encumbrances").
(c) Seller shall retain all mineral interests in the Property.
Section 2. Purchase Price, Independent Contract Consideration, and Earnest Money.
(a) The purchase price ("Purchase Price") for the Property, payable by Purchaser to
Seller in cash at Closing (defined below), is Two Million Five Hundred Thousand and 00/100
Dollars ($2,500,000.00). Seller has determined that the Purchase Price reflects the current fair
market value of the Property.
(b) Contemporaneously with the execution of this Contract, Purchaser delivers to
Seller a check in the amount of Fifty Dollars ($50.00) ("Independent Contract Consideration"),
as independent consideration for Seller's execution, delivery, and performance 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.
(c) Within one day after the execution and delivery of this Contract by Seller to
Purchaser, Purchaser shall deliver to Title Company (as defined below in Section 3) a check
payable to the order of Title Company or other means of funding reasonably satisfactory to
Seller in the amount of$700,000.00 as Earnest Money("Earnest Money"). The Title Company
shall hold the Earnest Money in escrow and deliver it in accordance with the provisions of this
Contract. The Title Company shall invest the Earnest Money in an interest bearing account
through a bank or other financial institution selected by Purchaser (hereafter, all references in
this Contract to Earnest Money include the amount deposited by Purchaser with the Title
Company pursuant to this Section 2(c)together with all interest accrued thereon).
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Section 3. Title Commitment and Survey.
(a) Purchaser has obtained (i) an Owner's Commitment for Title Insurance ("Title
Commitment") from Blue Star Title, Inc. 6125 Interstate 20, Suite 118, Fort Worth, Texas 76132
attn: Melissa Callahan ("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) Seller has provided Purchaser a copy of any survey of the Property in Seller's possession.
By closing, Purchaser may obtain, at Purchaser's sole cost and expense, an updated survey
("Survey") consisting of a plat and field notes describing the Property, prepared pursuant to a
current on-the-ground staked survey performed by a registered public surveyor or engineer
satisfactory to Purchaser and Title Company. The Survey shall (i) be certified to Purchaser, its
successors and assigns, and Title Company, (ii) reflect the actual dimensions of and the total
number of square feet within the Property, net of any portion thereof lying within a publicly
dedicated roadway or a utility easement, (iii) identify any rights-of-way, easements, or other
Encumbrances by reference to applicable recording data, and (iv) include the Surveyor's
registered number and seal, 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 require a 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, specifying Purchaser's objections ("Objections"), if any. If
Purchaser gives such notice to Seller, Seller shall use its best efforts to cure the Objections
before closing, 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 before closing ("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 and, upon such termination, Purchaser shall be entitled
to the return of the Earnest Money, and neither party hereto shall have any further rights or
obligations, or (ii) to waive the Objections and consummate the purchase of the Property subject
to the Objections which shall be deemed to be Permitted Encumbrances. Notwithstanding the
foregoing sentence, if Seller has commenced curing the Objections and is diligently prosecuting
the same, as determined by Purchaser in Purchaser's sole discretion, then Purchaser in
Purchaser's sole discretion may extend the Cure Period for an amount of time Purchaser deems
necessary for Seller to cure the same.
Section 4. Review Reports. Seller has delivered to Purchaser for Purchaser's review any
environmental reports and studies in Seller's possession concerning the Property("Reports")that
were conducted.
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Section 5. Reuresentations, 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
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). PROVISIONS OF THIS
SECTION SHALL SURVIVE THE CLOSING. IT IS UNDERSTOOD AND AGREED
THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOON--
TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER:' ANO
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PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. PURCHASER
ACKNOWLEDGES AND ACCEPTS ALL THE TERMS AND PROVISIONS BY HIS
ACCEPTANCE HEREOF.
b. The provisions of Section 5(a) shall be incorporated into the Deed.
Section 6. Job Creation.
Purchaser shall use its best efforts to facilitate the creation of one job for every $35,000 of
Federal- HUD 108 funds spent on the development of the Property. In meeting this job
requirement, new jobs created by Purchaser and or Purchaser's tenants shall be considered. In
addition, Purchaser shall use its best efforts to ensure that at least 51 percent of the jobs created
on the Property will be held by low and moderate income persons. Purchaser shall provide
reasonable documentation to Seller of its efforts, until the earlier to occur of(i) two (2) years
from the date of Closing, or (ii) the date by which proof of the creation of 109 jobs has been
provided to Seller. Such documentation shall include, but is not limited to: job title and the size
and annual income of the person's household prior to person being hired for the job. "Jobs"
under this section is defined as full-time equivalent. The provisions of this section shall survive
closing.
Section 7. Closing Contingencies.
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 December 21, 2005 after the satisfaction of
the following contingency to Closing ("Closing Contingencies"), but not later than January 20,
2006. The Closing Contingency is as follows:
Purchaser executing a long term License Agreement with Seller, the Form of such
License is attached as Exhibit B.
Section 8. 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 only to the Permitted Encumbrances,
with the precise form of the Deed to be determined pursuant to Section 11
below;
(ii) Any other instrument or document necessary for Title Company to
issue the Owner Policy in accordance with Section 8(a)(3)below.
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(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 or such other means of funding acceptable to Seller, in
an amount equal to the Purchase Price, adjusted for closing costs and proration.
(3) Title Company shall issue to Purchaser, at Purchaser'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) The Earnest Money (including any Additional Earnest Money) shall be
applied to the Purchase Price at Closing.
(5) Seller and Purchaser shall each pay their respective attorneys' fees and
Purchaser shall be responsible for all of the escrow and recording fees.
(6) Purchase and Seller shall execute a License Agreement as described in
Section 9 for the Parking Lot,
(b) Ad valorem and similar taxes and assessments, if any, relating to the Property
shall be prorated between Seller and Purchaser as of the Closing Date, based on estimates of the
amount of taxes that will be due and payable on the Property during the calendar year in which
the Closing occurs. As soon as the amount of taxes and assessments on the Property for that year
is known, Seller and Purchaser shall readjust the amount of taxes to be paid by each party with
the result that Seller shall pay for any taxes and assessments applicable to the Property up to and
including the date of Closing, and Purchaser shall pay for those taxes and assessments applicable
to the Property after the Closing. The provisions of this Section 8(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 9. Parkinu Lot Option and License.
(a) In consideration of a Purchaser paying Seller an option fee of $1,000, Seller hereby
grants Purchaser an option (the "Option"), pursuant to and subject to the condition of
this section, to purchase the Parking Lot ("Remainder Parking Lot") shown on the
Attached Exhibit "C" from Seller for the fair market value at the time of purchase as
determined by an Independent Appraiser jointly selected by Seller and Purchaser. In
order for Purchaser to exercise its Option to purchase the Parking Lot, Purchaser must:
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(1) not be in default of the License Agreement described in Section 9 (b) below and (2)
Purchaser and Seller must have executed a 99 year License of the Parking lot. The
License will allow members of the public to park for free in the Remainder Parking Lot
after regular business hours, in order to attend scheduled events at the Rose Theatre,
located near the Remainder Parking Lot, or to patronize businesses located within a two
(2)block radius of the Remainder Parking Lot.
(b) Seller and Purchaser agree that the Option may be exercised on or after December 31,
2014,but not earlier. Purchaser's Option shall continue until December 31, 2044.
(c) If the Parking Lot is the subject of a taking or condemnation or the threat of a taking or
condemnation prior to Purchaser's exercise of the Option, then the Seller shall have the
right to pursue damages for the loss of the Option, and the loss of the License
Agreement, as applicable.
(d) If Purchaser's exercises its option to purchase the Parking Lot, Purchaser and Seller
agree that Purchaser shall pay all closing costs and the provisions in Section 5 shall
control unless the parties agree otherwise..
(e) At closing, Purchaser and Seller shall execute a License Agreement for the use of the
Parking Lot. The form of the License Agreement shall be in the form of the attached
Exhibit B.
(f) Seller agrees that it will not construct any improvements on the Parking Lot, or take any
action which reduces the amount of spaces available in the Parking Lot, unless
requested by Purchaser.
The provisions in this section shall survive closing.
Section 10. 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 11. Closing Documents. Seller has delivered to Purchaser a copy of the
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, (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, or (v) telecopied to the party at the telecopy number
listed 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
1000 Throckmorton Street
Fort Worth, Texas 76102
Attention: Tom Higgins
Telephone: 817-871-6192
(c) The address of Purchaser under this Contract is:
11211 Katy Freeway, L.P.
Attn: Andrew Segal
2650 Fountainview, Suite 400
Houston, Texas 77057
(713) 777-7368 tele
(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
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.
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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. Contract Interpretation. In the event of any dispute over the meaning or
application of any provision of this Agreement, this Agreement shall be interpreted fairly and
reasonably, and neither more strongly for or against any party, regardless of the actual drafter of
this Agreement
Section 16. Survival
The parties agree that the duties and obligation contained in Sections 5, 6, 8(b), and 9 shall
survive the Closing of this Transaction.
Section 17. 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 consent of the other party.
Section 18. Time for Execution. If Seller has not executed and returned a fully
executed copy of this Contract to Purchaser by 5:00 p.m., Fort Worth, Texas time on January
13,2006 this Contract shall be null and void.
Section 19. Time of the Essence. Time is of the essence under this Contract.
Section 20. Taking Prior to Closing. It 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 21. Governing Law. This Contract shall be governed by and construed in
accordance with the laws of the State of Texas.
Section 22. 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 23. Venue. Venue of any action brought under this Contract shall be in Tarrant
County, Texas if venue is legally proper in that county.
Section 24. 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.
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Section 25. Business Days. If the Closing date or the day for performance of any act
required under this Contract falls on a Saturday, Sunday, or legal holiday, then the Closing date
or the day for such performance, as the case may be, shall be the next following regular business
day.
Section 23. Counterparts. This Contract may be executed in multiple counterparts,
each of which will be deemed an original, but which together will constitute one instrument.
This Contract is executed as of the Effective Date.
SELLER:
CITY OF FORT WORTH
t
By:-
-Dale Fisseler
Assistant City Manager
Date:
Atte
ContLct.AutLh izatioA
M y Hendrix
4 ity Secretary
DaL
Approved as to Legality and Form
Assistant City Attorney
PURCHASER:
11211 Katy Freeway, L.P. a Texas Limited Partnership
By: 11211 Katy Property, Inc., its general partner
Name:
J?.�,�� S
Title:
Date: 111 Z-10
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a
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:
S'
1
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Exhibit "A"
PROPERTY DESCRIPTION
BEING a tract of land situated in the John Baugh Survey. Abstract No. 115 and being all ol,
Lots 11? and 2R, Block 216, North Fort Worth Addition an addition to the City of Fort Worth
according to the plot recorded in Cabinet B. Slide 2589, Piat Records, Tarrant County, Texas
and being more particularly described by metes and bounds as follows:
BEGINNING at a point for the southwest corner of said Lot 1R. Block 216 and being the
intersection of the east right—of—way line of North Main Street (100 foot right—of—way) and
the north right—of—way line of Northeast 14th Street (60 foot right—of—way);
THENCE North 30'00'00 West, with the east right—of—way line of said North Main Street. a
distance of 400.00 feet to an 'X' cut in concrete found for the northwest comer of said
Lot 1 R. Block 216;
THENCE North 6700'00' East, with the north line of said Lot 1 R and the south line of Lot
1. Block 216, an addition to the City of Fort Worth, according to the plat recorded in
T Volume 106. Page 131, Plat Records, Tarrant County. Texas, passing at 108.5 feet a point
KZ-1 for the southeast corner of said Lot 1 and continuing with the north line of said Lot 1 R
and the south end of a 10 foot alley in all 118.50 feet to a 5/8 inch iron rod with cap
stamped `Dunaway Assoc. Inc' set (hereinafter called 5/8 inch iron rod set);
THENCE North 30'00'00' West, with the east line of a 10 foot alley, a distance of 25.58
feet to a PK Nail w/shiner stamped 'Dunaway Assoc. Inc. found in the south right—of—way
tine of Northeast 20th .Street, some being in the north line of said Lot 1R;
THENCE EAST. with the south right—of—way line of said Northeast 20th Street a distance of
30.97 feet to a 5/8 inch iron rod set;
THENCE South 24'04'43' East, departing said south right—of—way line, a distance of 55.03
feet to an 'X' cut in concrete found;
THENCE South 30'00'00" East, a distance of 273.08 feet to an 'X' cut in concrete found;
THENCE South 42'07'57' East, 58.00 feet to a 5/8 inch iron rod with yellow cap stamped
'Dunaway Assoc. Inc.' found in the north right—of—way line of aforementioned Northeast 14th
Street. from which a reference Y cut in concrete walk found bears North 50726'17' East. a
distance of 512.75 feet.-
THENCE
eet;THENCE South 5726'17' West. with the north right—of—way line of said Northeast 14th
Street, a distance of 153.97 feet to the POINT OF BEGINNING and containing a calculated
area of 55,148 square feet or 1.266 acres of land.
r
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i, u#WV R L 1 v, un YUUMLPF) tv U10 %ALY of rorC woI-En. accoraing Lo ine piox recoraea In
Y CUT Volume 106, Page 131, Plot Records. Tarrant County, Texas, passing at 108.5 feet a point
WALK for the southeast comer of said Lot 1 and continuing with the north line of said Lot 1 R
and the south end of a 10 foot alley in all 118.50 feet to a 5/8 inch iron rod with cop
stomped "Dunaway Assoc. Inc" set (hereinafter called 5/8 inch iron rod set);
THENCE North 30'00'00" West, with the east line of a 10 foot alley, a distance of 25.58
feet to a PK Nail w/shiner stamped "Dunaway Assoc. Inc. found in the south right—of—way
line of Northeast 20th Street, some being in the north line of said Lot IR;
THENCE EAST, with the south right—of—way line of said Northeast 20th Street, a distance of
30.97 feet to a 5/8 inch iron rod set;
THENCE South 24'04'43" East, departing said south right—of—way line, a distance of 55.03
feet to an "X" cut in concrete found;
THENCE South 30'00'00" East, a distance of 273.08 feet to an "X" cut in concrete found;
THENCE South 4707'57" East, 58.00 feet to a 5/8 inch iron rod with yellow cap stamped
"Dunaway Assoc. Inc." found in the north right—of—way line of aforementioned Northeast 14th
Street, from which a reference Y cut in concrete walk found bears North 50'26'17" East, a
distance of 512.75 feet;
THENCE South 5(726'17" West, with the north right—of—way line of said Northeast 14th
Street, a distance of 153.97 feet to the POINT OF BEGINNING and containing a calculated
area of 55,148 square feet or 1.266 acres of land.
CERTIFICATION:
I, the undersigned, hereby certify that this survey substantially complies with
the current Texas Society of Professional Surveyors Standard and Specification
for a Category 1A Condition II Survey.
January 6, 2006
Stephe Glosup Date
Registered Profssional Land Surveyor
Texas Registration No. 5570
A
.Jl BOUNDARY SURVEY
OF
LOTS 1R & 2R, BLOCK 216
NORTH FORT WORTH ADDITION
Situated in the John Baugh Survey, Abst. No. 115,
City of Fort Worth, Tarrant County, Texas
unaw%a' Engineers
Planners
Associates, L.P. Surveyors
Landscape Architects
1501 Merrimac Circle,Suite 100, Fort Worth,TX 76107
Tel: (817)335-1121, Fax: (817)335-7437
a. a
DATE: JANUARY 06, 2006 -Wel -2005353
Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 1/10/2006
DATE: Tuesday, January 10, 2006
LOG NAME: 17MERCADO REFERENCE NO.: L-14158
SUBJECT:
Authorize the Sale of City-Owned Property Located at 1500 North Main Street to 11211 Katy
Freeway, L.P. in Accordance with Section 272 of the Texas Local Government Code
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute a contract agreement to sell property located at 1500 North
Main Street to 11211 Katy Freeway, L.P. ("Katy Freeway") in accordance with Chapter 272 of the Texas
Local Government Code.
DISCUSSION:
The City owns approximately 3.1 acres of property located at 1500 North Main Street. In 2002, the City
entered into an agreement to finance the construction of a 58,000 square foot facility on 1.26 acres of the
property. The Remainder Lot of 1.9 acres continued to serve as public parking for the Rose Theater and
adjacent businesses.The three-story building has space for retail and office, while the third floor is designed
to serve as a banquet hall/meeting space for the neighborhood. The project was partially funded by a $3.1
million Section 108 loan provided through the City. The original developer lost their private financing on the
project and all rights were assigned to the City in August 2004. In addition to the Section 108 loan, the City
allocated an additional $1.3 million to complete the project. City staff was directed by City Council to identify
a buyer for the facility as soon as construction was completed.
Purchase price: 11211 Katy Freeway, L.P., (the Buyer) has agreed to pay $2,500,000.00 for the property.
Within one day of contract execution, the Buyer will deposit $700,000.00 with the title comapny as earnest
money which will be applied to the purchase price. The remaining balance of $1,800,000.00 will be paid to
the City upon closing. The City will maintain all mineral interests in the property. The Buyer will close on the
property no later than January 20, 2006 contingent upon execution of a non-exclusive License Agreement
as decribed below..
Parking: The City will grant to the Buyer an option to acquire all or any of the Remainder Lot at the Fair
Market Value for an option fee of $1,000.00. In order to exercise the option, Buyer must execute a 99 year
License Agreement with the City that allows members of the public to park free in the Remainder Lot after
regular business hours to attend events at the Rose Theater or patronize businesses located within a two
block radius of the Remainder Lot. The Buyer's option to purchase will continue until December 31, 2044.
The Buyer will be solely responsible for the maintenance and upkeep of the Remainder Lot. The City
agrees to not build any additional development on the Remainder Lot unless at Buyer's request.
Jobs: The Buyer agrees to use good faith efforts, through negotiations with tenants, to create at least 109
full-time (or equivalent)jobs on the property. Buyer will ensure that at least 51% of the jobs created will be
held by low to moderate income individuals. Buyer will provide proof of its good faith efforts to the City on a
timely basis.
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 1/27/2006
Page 2 of 2
Additional conditions of the sale are outlined in the license agreement as follows:
Operation and Use: The Buyer agrees to operate the facility in accordance with the original vision of an
Hispanic-themed marketplace that serves the communtiy. The facility will be operated with retail on the first
floor, office/retail on the second floor and a banquet/meeting room on the third floor.
Community Events: Buyer agrees to hold or sponsor at least four Hispanic-themed events in the Fort
Worth Mercado per year. The Buyer commits to using best efforts to coordinate these events with the Fort
Worth Hispanic Chamber or the Latin Arts Association.
The proceeds from this sale will be deposited into the Section 108 Mercado Project Repayment Account.
This property is located in COUNCIL DISTRICT 2, Mapsco 62L.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the Economic and Community Development Department is responsible
for the collection and deposit of funds from this sale.
TO Fund/Account/Centers FROM Fund/Account/Centers
R106 126002 000106002000 $2,500,000.00
Submitted for City Manager's Office b Dale Fisseler(6140)
Originating Department Head: Tom Higgins (6192)
Additional Information Contact: Robert Sturns (8634)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 1/27/2006