HomeMy WebLinkAboutContract 33855 I 01i -L.
CITY SECRETARY BS
CONTRACT OF SALE CONTRACT NO. �n_
This contract of sale (this "Contract") is made and entered as of the Effective Date
(hereinafter defined) by and between Mission Investors/ Fort Worth L.P. (Seller") and the City of
Fort Worth, Texas a Home-Rule Municipality duly organized and operating under the
Constitution and the laws of the State of Texas in Tarrant, Denton and Wise County, Texas
("Purchaser"). For and in consideration of the mutual covenants and agreements contained in
this Contract and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Seller and Purchaser hereby agree to the provisions found herein
below.
1. CITY COUNCIL APPROVAL REQUIRED. Until the City Council has formally accepted
same, this instrument shall constitute a firm offer by Seller to sell the herein described property
for the price and on the conditions and terms herein set forth, which shall not be binding upon
the Purchaser, City of Fort Worth, unless and until the consideration has been approved,
accepted and payment thereof authorized in regular, open, public meeting by the City Council of
the City of Fort Worth. After having been so accepted, this document shall contain the entire
agreement between parties. This contract is made with reference to and in full knowledge of the
Charter and Ordinances of the City of Fort Worth and the constitution and Statutes of the State
of Texas.
2. SELLER: Mission Investors / Fort Worth L.P. Addison, Texas 75001, Phone:(817)
248-4500 Fax:(817) 248-2215)
3. PURCHASER: The City of Fort Worth, Texas, c/o Real Property Services
Division, 1000 Throckmorton Street, Fort Worth, Texas 76102 (Phone: 817-392-8873 Fax: 817-
392-8361)
4. PURCHASE AND SALE: Seller agrees to sell, convey and assign to Purchaser, and
Purchaser agrees to purchase and accept from Seller, title in fee simple to that certain real
property more particularly described on Exhibit "A" attached hereto and incorporated herein by
reference for all purposes, together will all improvements located thereon (said real property and
improvements hereinafter referred to as the "Property") for the consideration and upon and
subject to the terms, provisions, conditions and reservations hereinafter set forth.
5. CONTRACT SALES PRICE:The sales price and consideration (the "Purchase Price") to
be paid by Purchaser to Seller for the Property shall be One Hundred Forty Nine Thousand
Dollars and no cents ($149,000.0. The Purchase Price shall be payable at the Closing
(hereinafter defined).
6. TITLE AND SURVEY REVIEW: Notwithstanding the foregoing, however, Purchaser
shall obtain a current Owner's Title Policy Commitment (the" Commitment") covering the
Property, together with true, correct, complete and legible copies of all documents and
instruments referred to therein, and it shall be a prerequisite to closing that same must show fee
simple title to the Property to be held by Seller. Purchaser shall have a seven (7) day period
(the "Objection Period") after receipt of the last of the items referred to in this Section in which to
approve, disapprove, or object to such items or any matters disclosed therein. If Purchaser
shall fail to give any notice to Seller during the Objection Period, Purchaser shall have waived
its rights to disapprove of or object to any such items. Those title matters not disapproved or
objected to by Purchaser shall be referred to as "Permitted Exceptions.- if Purchaser shall
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disapprove of, or object to, any such items during the Objection Period, Seller shall have the
fourteen (14) day period thereafter (the "Cure Period") within which to cure or correct such item
to Purchaser's satisfaction. If Seller shall fail during the Cure Period to cure or correct any such
title objection noted by Purchaser, then Purchaser shall have the option to terminate this
contract or waive such objections and proceed to close the purchase of the Property.
7. NO REPRESENTATION: Furthermore, and notwithstanding anything contained in
this Contract to the contrary, EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER
EXPRESSLY DISCLAIMS AND PURCHASER ASKNOWLEDGES THAT SELLER HAS MADE
NO REPRESENTATIONS OR WARRANTIES AS TO ANY MATTERS, EXCEPT WITH
RESPECT TO MATTERS OF TITLE. PURCHASER AGREES THAT IT WILL RELY UPON ITS
INSPECTIONS THEROF OR ITS DETERMINATIONS NOT TO INSPECT SAME, AND UPON
CLOSING SHALL ACCEPT THE PROPERTY IN ITS "AS IS" CONDITION, "WITH ALL
FAULTS" AND WITHOUT REFERENCE TO MERCHANTABILITY OR FITNESS FOR ANY
SPECIFIC PURPOSE.
8. CLOSING: The closing of the conveyance of the Property by Seller contemplated
herein (the"Closing") shall be held at First American Title Insurance Company, 201 Main Street,
Suite 600, Fort Worth, 76102, Attn: Lindsey Gonzalez (Phone: 817-339-1131 Fax: 817-339-
1113), (the "Title Company") on a date no later than September 8, 2006 (the "Closing Date") but 4'
no sooner than after three (3) days'prior notice.
Along with other items specified in this Contract, at the Closing, Seller shall provide Purchaser
the following:
A. A duly executed and acknowledged General Warranty Deed (the "Deed") conveying
good and marketable fee title to the Property, free and clear of all conditions,
exceptions, or reservations, except for Permitted Exceptions and those conditions,
exceptions and reservations set forth herein. The form of the deed is attached as
Exhibit"A":
B. An Owner's Policy of Title Insurance (the "Policy"), at Seller's expense, in the full
amount of the Purchase Price, issued by the Title Company, insuring fee simple
indefeasible title to the Property in Purchaser free and clear of all liens subject only
to the Permitted Exceptions;
C. Evidence of Seller's capacity and authority for the closing of the contemplated
transactions; and
D. All other documents reasonably necessary to close this transaction, duly executed.
9. COSTS: Seller shall pay all costs associated with the Policy and recordation of the
Deed. In addition, Seller shall pay the following fees of Purchaser or Seller associated with the
Closing: (i) escrow fees associated with the purchase and sale, but not related to any lien
holder or third-party transaction; and (ii) notary fees charged by the Title Company. Seller shall
pay (or use the proceeds of the sale to pay) (a) any and all holders of liens against the Property
such that no liens not acceptable to Purchaser affect the Property, (b) fees for recording any
release or partial release of lien related to an existing indebtedness secured by the Property, (c)
all taxes attributable to Seller during Seller's ownership of the Property, and (d) all other closing
costs of Seller.
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10. REPRESENTATIONS AND WARRANTIES OF SELLER: Notwithstanding the various
disclaimer of Seller contained herein, Seller, to the best of Seller's knowledge, herby represents
and warrants to, and covenants with Purchaser that the making, execution, delivery, and
performance of this Contract by Seller has been duly authorized and approved and is a valid
and binding obligation, enforceable in accordance with its terms. Seller hereby represents and
warrants to Purchaser, which representations and warranties shall be deemed made by Seller
to Purchaser as of the effective date of this Contract and also as of the Closing Date, that to
Seller's current actual knowledge:
A. Seller owns, or shall own at the Closing, good and indefeasible title to the
Property. Seller is duly organized and validly existing under the laws of the State
of Texas and has all requisite power and authority to enter and perform its
obligations under this Contract. Each person executing this Contract on behalf of
Seller warrants that he or she has all requisite authority to do so;
B. There are no parties in possession of any portion of the Property except Seller:
C. Seller has, or on the Closing Date will have, the full right, power and authority to
convey the Property as provided in this Contract and to cavy our Seller's
obligations hereunder, and that all requisite action necessary to authorize Seller
to enter into this Contract and to cavy out Seller's obligations hereunder has
been, or on the Closing Date will have been, taken;
D. There are no unrecorded liens or Uniform Commercial Code liens against any of
the Property which arose by, through or under Seller which will not be satisfied at
the Closing:
E. Seller has receive no notice that the Property is not currently in compliance with
applicable laws;
F. Seller shall not further encumber, or allow the encumbrances of, the title to the
Property or modify the terms or conditions of any existing encumbrances, if any,
without the prior written consent of Purchaser; and
G. Seller has not disposed of any hazardous material on the Property and has no
Knowledyc of any hazardous material being dispose-don the Property.
An event of default shall occur if any representation of warranty above is untrue and is
not remedied by Seller prior to Closing. The foregoing representations and warranties KMQ
shall survive the Closing.
11. NOTICES: Except as otherwise provided herein, any notice, request, demand or
other communication to be given to either party hereunder, except those required to be
delivered at Closing, shall be in writing and addressed to the pertinent party(s) at the address
(es) set out herein or such other notice address as either party may hereinafter provide to the
other and shall be deemed received when (i) personally delivered, (ii) deposited in the United
States mail, postage prepaid, registered or certified mail, return receipt requested, and properly
addressed, (iii) deposited with a nationally recognized overnight courier service, charges
prepaid, and properly addressed, or (iv) sent by facsimile transmission followed by mail or
overnight courier service in the manner previously described.
Page 3of 6
12. DEFAULT: Unless otherwise provided for herein, if the transaction contemplated
hereby is not consummated by reason of Seller's breach or other failure to perform all
obligations and conditions to be performed by Seller, and Purchaser is not in default hereunder,
Purchaser may (i) terminate this Contract or enforce Specific Performance. If the transaction
contemplated hereby is not consummated by reason of Purchaser's breach or other failure to
perform all obligations and conditions to be performed by Purchaser, Seller may, as its sole and
exclusive remedy, terminate this Contract
13. MISCELLANEOUS:
A. This Contract shall be construed under and in accordance with the laws of the
State of Texas, and all obligations of the parties created hereunder are
performable in the City of Fort Worth, Texas.
B. This Contract shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, executors, administrators, legal representatives,
successors, and assigns.
C. In case any one or more of the provisions contained in this Contract shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision hereof,
and this Contract shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein.
D. This Contract constitutes the sole and only agreement of the parties hereto and
supersedes any prior understandings or written or oral agreements between the
parties respecting the subject matter hereof and cannot be changed except by
their written consent.
E. Time is of the essence with this Contract.
14. BINDING EFFECT: This Contract and the terms and provisions hereof shall inure to
the benefit of and be binding upon the parties hereto and their respective heirs, legal
representatives, successors and assigns, wherever the context so requires or permits.
15. EXECUTION: Numerous copies or counterparts of this Contract may be or may have
been executed by the parties hereto. Each such executed copy or counterpart shall have the
full force and effect of an original executed instrument.
16. EFFECTIVE DATE: The "Effective Date" shall be deemed to refer to the last date, in
point of time, on which all parties hereto have fully executed and delivered this instrument.
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This Contract of Sale is EXECUTED to be effective as of the Effective Date.
SELLER: PURCHASER:
Mission Investors/Fort Worth L.P. THE CITY OF FORT WORTH
a Home-Rule Municipality duly organized
and operating under the Constitution and
laws of the State of Texas in Tarrant,
Denton Wi County, as
By: By:
Name: Gary P. de ' k Mark A. Ott
Title: Vice Presided Assistant City Manage
Date: �b�o Date:
P. O Box 639 1000 Throckmorton Street
Addison, Texas 7 01-0639 Fort Worth, TX 76102
ATTEST:
aldC A
Marty Hen x, City Secretdry
Approved s to Form and Legality:
::::::::
Assistant City Attorney
_ U4!;
Contract ]authorization
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Dane
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EXHIBIT "A"
Description of Property
Lots 13-18, Block 2, Mission Ridge Estates Addition to the City of Fort Worth, according to the
plat recorded in Cabinet A Slide 10882, Plat Records, Tarrant County, Texas, Fort Worth, Texas
76140
Lot 13, Block 2, Mission Ridge Estates Addition, 1148 Trinidad Dr.
Lot 14, Block 2, Mission Ridge Estates Addition, 10461 Manhassett Dr.
Lot 15, Block 2, Mission Ridge Estates Addition, 10457 Manhassett Dr.
Lot 16, Block 2, Mission Ridge Estates Addition, 10453 Manhassett Dr.
Lot 17, Block 2, Mission Ridge Estates Addition, 10449 Manhassett Dr.
Lot 18, Block 2, Mission Ridge Estates Addition, 10445 Manhassett Dr.
Page 6 of 6
i
CERTIFICATE OF CORPORATE RESOLUTION
STATE OF TEXAS §
COUNTY OF DALLAS §
I,Ronald M.Frederick,Secretary ofMission Partners,Inc.,a Texas Corporation(the"Corporation"),do hereby
certify that said Corporation is duly organized and existing under the laws of the State of Texas,that all franchise and
other taxes required to maintain its corporate existence have been paid when due and that no such taxes are delinquent,
that no proceedings are pending for the forfeiture of its Certificate of Incorporation or for its dissolution,voluntarily or
involuntarily;that it is duly qualified to do business in the State of Texas and is in good standing in such State;that there
is no provision of the Articles of Incorporation or by-laws of said Corporation limiting the power of the directors to pass
the resolution set out below and that the same is in conformity with the provisions of said Articles of Incorporation and
by-laws;that Ronald M.Frederick is the President and that the Secretary is the keeper of the records and minutes of
the proceedings of the directors of said Corporation and that effective August 8,2006,the following resolution was duly
and legally adopted by unanimous consent in writing of all directors,which unanimous consent was and is in the form
required by and in conformity with the by-laws of the Corporation and the law,and that the same has not been altered,
amended,rescinded or repealed and is now in full force and effect:
RESOLVED that Mission Partners,Inc. is the General Partner of Mission Investors/Fort Worth, L.P.,and;
RESOLVED,that Gary P.Frederick,Vice-President ofMission Partners,Inc.,be and hereby is fully authorized
and empowered for and on behalf of the Corporation as General Partner of Mission Investors/Fort Worth,L.P.:
(a) To sell any and/or all residential lots known as Mission Ridge Estates, Phase III, more
particularly described as Lots 13, 14, 15, 16, 17 and 18 of Block 2 of the Mission Ridge
Estates,Phase III located in Fort Worth,Tarrant County,Texas;
(b) To make,execute,acknowledge,attest and deliver,and to accept receipt for all such further
instruments and documents,and to do and perform all such acts and things as may be desired,
required or deemed advisable by said officer in connection with any or all of the matters
herein mentioned.
FURTHER RESOLVED, that the performance by the Corporation of its obligations under each of the
documents be,and it hereby is authorized.
I, further certify that the following person is the officero ission Partners,Inc. and is the person auth 1z
to act and sign for the foregoing resolution:
NAME/OFFICE S
Ronald M.Frederick
President
rE !1(�?
CERTIFICATE OF CORPORATE RESOLUTION Page 1
WITNESSAEOF,I have h unt m hand Secr ar Partners,Inc.,a Texas C ion h'
theme day of
R ald M.F eric , ecretary
STATE OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me on the day of X4SS � q- by Ronald M.
Frederick,Secretary of Mission Partners,Inc.,a Texas Corporation,on behalf of said corporation.
ELAINE M.MOORE Notary Public,State of Texas
Notary Public
'•*? * State of Texas Notary Name: Elaine M. Moore
My Commission Expires
December 30, 2008
CERTIFICATE OF CORPORATE RESOLUTION ,� �, Page 2
Online City Council Agenda Page 1 of 2
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Pr
COUNCIL ACTION: Approved on 7/11/2006 - Ordinance No .17032-07-2006 & 17033-07-200
DATE: 7/11/2006 REFERENCE NO.: **L-14212 LOG NAME: 20MISSION R
CODE: L TYPE: CONSENT PUBLIC HEARING: NO
SUBJECT: Adopt Appropriation Ordinances and Authorize the Acquisition of Lots 13-18, Block 2, MIS£
Ridge Estates Subdivision in Order to Obtain Right-of-Way for the Future Extension of Wic
Street, a Major Arterial on the Master Thoroughfare Plan, Just North of McPherson Road
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached appropriation ordinance increasing the estimated receipts and appropriations in
Future Improvements Projects of the Special Assessments Fund in the amount of$149,000 from Bevel
contributions;
2. Authorize the transfer of$149,000.00 from the Special Assessments Fund to the Street Improvemei
Fund;
3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the
Improvements Fund in the amount of$149,000.00 from developer contributions;
4. Find that the price offered in the amount of$149,000 is just compensation; and
5. Authorize the City Manager to acquire six platted lots described as Lots 13-18, Block 2, Mission Rid
Estates Subdivision for an estimated amount of$149,000.00, located on Harney Drive, for the future
extension of Wichita Street, and execute and record appropriate instruments.
DISCUSSION:
On August 1, 2005, Community Facilities Agreement (CFA) # 2005036 was executed and provided
$149,000.00 from the Mission Companies as a developer contribution for future paving improvements
adjacent to Mission Ridge Estates Subdivision, Phase III.
This subject acquisition is required in order to obtain right-of-way for the future arterial street improver
identified on the Master Thoroughfare Plan (MTP). McPherson Road abuts Mission Ridge Estates
Subdivision, Phase III, on the southside of the property. Wichita Street abuts Mission Ridge Estates
Subdivision on the eastside of the property. Wichita Street is a major arterial on the Master Thoroughf�
Plan (MTP) that will ultimately become a 4-lane divided roadway requiring 110' of right-of-way.
The subdivision plat process, infrastructure plan review process, community facility agreement process
the Master Thoroughfare Plan (MTP) process work in concert to insure implementation of the city's
development policies, procedures and ordinances. However, in this particular case, staff failed to insu
http://www.fortworthgov.org/council_packet/mc review.asp?ID=5 849&councildate=7/11/... 7/17/2006
Online City Council Agenda Page 2 of 2
conformity between the various review and approval processes and the subdivision plat instrument. A:
result, the City failed to secure the right-of-way, for Wichita Street, required by the Master Thoroughfar
(MTP).
To avoid this administrative oversight in the future the following procedures will be implemented. First,
development review process will be revised by requiring the applicant, upon submittal of infrastructure
to include an official statement that the final plat and plans conform to the preliminary plat as approved
Planning Commission. This statement will also need to include the preliminary plat case number and
approval date. Secondly, city staff reviewing infrastructure plans will be required to verify that the final
submitted with the plans does conform to the approved preliminary plat. If it does not, the plans will be
returned to the consultant/engineer and a re-submittal will be required.
With respect to Mission Ridge Estates and the MTP alignment for Wichita Street, staff finds that the
recommended alternative of acquiring six platted lots from Mission Ridge has the least impact on adjac
property owners as well as on the City's finances, because the previously escrowed CFA funds for futu
improvements to McPherson Road will be used to purchase the right-of-way for Wichita Street. The on
other real option is deleting this section of Wichita Street from the MTP, however, this is not recommen
staff as this would have significant, negative impacts on regional mobility in this area.
The lots that will be purchased are described as:
Lots 13-18, Block 2, Mission Ridge Estates Subdivision.
The property is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that upon adoption of the attached appropriation ordinances and comple"
the above recommendations, funds will be available in the current capital budget, as appropriated, of tf
Street Improvements Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
1.) GS94 488100 020941369010 $149,000.00 2.) GS94 541200 020941369010 $149,00
1.) GS94 541200 020941369010 $149,000.00 4.)C115 541200 020115136474 $149,OC
20. $149,000.00
C115 488100 020115136474
3.) C115 541200 020115136474 $149,000.00
Submitted for City Manager's Office by: Marc Ott (6122)
Originating Department Head: Robert D. Goode (7801)
Additional Information Contact: Mark Rauscher (2446)
ATTACHMENTS
20Mission Ridge Rec 1.doc
20Mission Ridge Rec 3.doc
http://www.fortworthgov.org/council_packet/mc_review.asp?ID=5 849&councildate=7/11/... 7/17/2006
Ordinance No.
AN ORDINANCE INCREASING ESTIMATED RECEIPTS AND
APPROPRIATIONS IN THE SPECIAL ASSESSMENTS FUND IN THE AMOUNT
OF $149,000 FROM DEVELOPER CONTRIBUTIONS FOR THE PURPOSE OF
FUNDING A TRANSFER TO THE STREET IMPROVEMENTS FUND FOR THE
ACQUISITION OF SIX PLATTED LOTS LOCATED ON HARNEY DRIVE FOR
THE FUTURE EXTENSION OF WICHITA STREET; PROVIDING FOR A
SEVERABILITY CLAUSE; MAKING THIS ORDINANCE CUMULATIVE OF PRIOR
ORDINANCES IN CONFLICT HEREWITH; AND PROVIDING AN EFFECTIVE
DATE.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH,
TEXAS:
SECTION 1.
That in addition to those amounts allocated to the various City departments for Fiscal Year 2005-
2006 in the Budget of the City Manager, there shall also be increased estimated receipts and
appropriations in the Special Assessments Fund in the amount of $149,000 from developer
contributions for the purpose of funding a transfer to the Street Improvements Fund for the
acquisition of six platted lots located on Harney Drive for the future extension of Wichita Street.
SECTION 2.
That should any portion, section or part of a section of this ordinance be declared invalid,
inoperative or void for any reason by a court of competent jurisdiction, such decision, opinion or
judgment shall in no way impair the remaining portions, sections, or parts of sections of this
ordinance,which said remaining provisions shall be and remain in full force and effect.
SECTION 3.
That this ordinance shall be cumulative of Ordinance No. 16582 and all other ordinances and
appropriations amending the same except in those instances where the provisions of this ordinance
are in direct conflict with such other ordinances and appropriations, in which instance said
conflicting provisions of said prior ordinances and appropriations are hereby expressly repealed.
SECTION 4.
This ordinance shall take effect upon adoption.
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attorney
ADOPTED AND EFFECTIVE:
i r
Ordinance No.
AN ORDINANCE INCREASING ESTIMATED RECEIPTS AND
APPROPRIATIONS IN THE STREET IMPROVEMENTS FUND IN THE AMOUNT
OF $149,000 FROM AVAILABLE FUNDS FOR THE PURPOSE OF FUNDING
THE ACQUISITION OF SIX PLATTED LOTS LOCATED ON HARNEY DRIVE
FOR THE FUTURE EXTENSION OF WICHITA STREET; PROVIDING FOR A
SEVERABILITY CLAUSE; MAKING THIS ORDINANCE CUMULATIVE OF PRIOR
ORDINANCES IN CONFLICT HEREWITH; AND PROVIDING AN EFFECTIVE
DATE.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH,
TEXAS:
SECTION 1.
That in addition to those amounts allocated to the various City departments for Fiscal Year 2005-
2006 in the Budget of the City Manager, there shall also be increased estimated receipts and
appropriations in the Street Improvements Fund in the amount of$149,000 from available funds for
the purpose of funding the acquisition of six platted lots located on Harney Drive for the future
extension of Wichita Street.
SECTION 2.
That should any portion, section or part of a section of this ordinance be declared invalid,
inoperative or void for any reason by a court of competent jurisdiction, such decision, opinion or
judgment shall in no way impair the remaining portions, sections, or parts of sections of this
ordinance,which said remaining provisions shall be and remain in full force and effect.
SECTION 3.
That this ordinance shall be cumulative of Ordinance No. 16582 and all other ordinances and
appropriations amending the same except in those instances where the provisions of this ordinance
are in direct conflict with such other ordinances and appropriations, in which instance said
conflicting provisions of said prior ordinances and appropriations are hereby expressly repealed.
SECTION 4.
This ordinance shall take effect upon adoption.
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attorney
ADOPTED AND EFFECTIVE: