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Home My WebLink AboutContract 34422t:;P�Y �ECREi,�R� � _Jt`;N�'f�A(�T �� DOE # 5455 CONTRACT OF SALE This contract of sale (this "Contract") is made and entered as of the Effective Date (hereinafter defined) by and between West Crest Partners, LLC dba Nirvana Community Development Group (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 for development of a Park. 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: West Crest Partners, LLC, dba Nirvana Community Development Group, 2808 Brookshire Drive, Southlake, Texas 76092, 817-300-4489 3. PURCHASER: The City of Fort Worth, Texas, c/o Real Property Services Division, 1000 Throckmorton Street, Fort Worth, Texas 76102 (Phone: 817-392-8362 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 with 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. Seller shall retain all mineral interests in the Property except that Seller shall convey all rights of title and interest in any water and water rights in the property. Seller shall wave any and all rights of egress and ingress upon or across the surface of the Property for purposes of exploring for or developing oil, gas hydrocarbons, or other minerals. 5. CONTRACT SALES PRICE: The sales price and consideration (the "Purchase Price") to be paid by Purchaser to Seller for the Property shall be Nine Thousand Dollars and no cents ($9,000.00). The Purchase Price shall be payabie 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 fourteen (14) 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 disapprove of, or object to, any such items during the Objecti ,—��'��fl have the fourteen (14) day period thereafter (the "Cure Period") within which t �� d��r��`��h Page i of 5 � r^ � r,�� r �, �� Seller's initial �� Buyer's initial ��( '�� 12��i` � `j r.r..;�'�. ^" Nirvana Community Development (�g y.�Y�„'�, p, � U �i� �� '19� .... .�71'� u�:i�.� DOE # 5455 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 Alamo Title Company 1300 S. University, Suite 100,Fort Worth, Texas 76107), (the "Title Company") on a date no later than December 13, �2006 (the "Closing Date") but 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 Purchaser shall have seven (7) days to review and make reasonable changes to the General Warranty Deed before closing. B. An Owner's Policy of Title Insurance (the "Policy"), at Purchaser'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: Purchaser shall pay all costs associated with the Policy and recordation of the Deed. In addition, Purchaser 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 lienholder 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) a proration of all taxes attributable to Seller during Seller's ownership of the Property, and (d) all other closing costs of Seller. 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 �,��4,,-1 �.��,�; J��; — Page 2 of 5 �j�p� ,�1 �l; �� n�� Seller's initial � Bu}�er's initial x�,;�n. ��n Nirvana Community Development ��, ;'�.�';�Jajl�� L4,� DOE # 5455 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 carry our Seller's obligations hereunder, and that all requisite action necessary to authorize Seller to enter into this Contract and to carry 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 not received any 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 knowledge of any hazardous material being disposed on 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 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. 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. Page 3 of 5 Seller's initial Btryer's initial Nirvana Community Development DOE # 5455 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. This Contract of Sale is EXECUTED to be effective as of the Effective Date. SELLER: WEST CREST PARTNERS, LLC DBA Nirvana Community Development Group By: - > Name: Mo Peracha Title: President ; i- , Date: � / y �- ` 2808 Brookshire Drive Southlake, Texas 76092 PURCHASER: THE CITY OF FORT WORTH a Home-Rule Municipality duly organized and operating under the Constitution and laws of the State of Texas in Tarra Denton and Wise , Coun�y, T a � _ BY� �"'` t � � �--_ _ Cor.tra�i- �uthoxizatio�a � 1�� 1��`�� . �a�€� Seller's initial • Biryer's initial Nirvana Coinmunity Development Assistant City Manager Date: /��-- I � d� L 1000 Throckmorton Street Fort Worth, TX 76102 ATTEST: Ma y er}#�rix, � Secretary Appro�e�' as �orp�-�d Legality: (� �,j „� � ,r-,%;k�ss stant City�orney �f��1L�1'l I��a e��q`� 5 ��U��'� .r-�,��t� � ��`2" � � ;��: ��, - ... �. i : 1: �,: I �. � :��„ ;1.�9• _ �3 i�,__ __._.....1 DOE # 5455 EXHIBIT "A" Description of Property Lots 7-9, Block 1, Hiqh Crest Addition to the City of Fort Worth, according to the plat recorded in Volume 1964, Page 209 Plat Records, Tarrant County, Texas, Fort Worth, Texas Lot 7 Block 1 High Crest Addition, 2513 Bruce Street Lot 8 Block 1 High Crest Addition, 2515 Bruce Street Lot 9 Block 1 High Crest Addition, 2517 Bruce Street � Page 5 of 5 Seller's initial� �' ��uyer's initial Nirvana Community Development �7�� ' ' ��I 1 y ^ �0��'�� ,]�?,l ��:��; �� ;� I � �� '�i j`�� ;��,,��;��: �g '��*� �: �;? � n S �SlJ�, � tl� .. _ � Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 12/12/2006 DATE: Tuesday, December 12, 2006 LOG NAME: 30NIRVANA REFERENCE NO.: **C-21877 SUBJECT: Authorize the Acquisition of Three Residential Lots from the Nirvana Community Development Group, a/k/a Mo Peracha, (DOE 5455), Located on Bruce Avenue for the Purpose of Dedicated Future Parkland Development RECOMMENDATION: It is recommended that the City Council: 1. Authorize the acquisition of three lots located at 2513, 2515 and 2517 Bruce Avenue ("Property") for the purpose of parkland development, for a total purchase price amount of $9,000.00 plus closing costs estimated at $1,000.00; 2. Dedicate the Property as parkland; and 3. Authorize the City Manager to execute and record the appropriate documents. DISCUSSION: The City of Fort Worth Parks and Community Services Department is acquiring three parcels from the Nirvana Community Development Group for park expansion purposes. The seller of the lots has agreed to sell each lot at below TAD Fair Market Value for a total purchase price of $9,000.00 plus an estimated $1,000.00 in appropriate closing costs. All three of the lots have been reviewed by the City of Fort Worth Environmental Department through the use of a Phase 1 Site Assessment. It has been determined that the properties do not appear to be environmentally impaired. The lots are described as follows: Grantor West Crest Partners West Crest Partners West Crest Partners Approximate Closing Costs Tvpe Vacant Lot Vacant Lot Vacant Lot Legal Description Lot 7 Blk 1 High Crest Addition 2513 Bruce Avenue Lot 8 Blk 1 High Crest Addition 2515 Bruce Avenue Lot9Blk1 High Crest Addition 2517 Bruce Avenue Total Cost Amount $ 3, 000.00 $ 3, 000.00 $ 3,000.00 $ 1, 000.00 $10,000.00 http://www.cfwnet.org/council�acket/Reports/mc�rint.asp 1/30/2007 Page 2 of 2 These properties are located in COUNCIL DISTRICT 2, Mapsco 63B. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current capital budget, as appropriated, of the Park Dedication Fees Fund. TO Fund/AccountlCenters Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: FROM Fund/Account/Centers C281 531350 802410042240 $10,000.00 Marc A. Ott (8476) A. Douglas Rademaker (6157) Lester England (2311) http://www.cfwnet. org/council�acket/Reports/mc�rint. asp 1/3 0/2007