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Home My WebLink AboutContract 35193�fi`r° ��i��Y �� -!� t ;�h��i�'�� .�C? , : � � P'URCHASE CONTRACT THIS PURCHASE CONTRACT ("Contract") is made and entered into by and between the CITY OF FORT WORTF�, TEXAS, acting by and through its duly authorized City Manager or Assistant City Manager ("Seller") and 1700 Mistletoe Partners, Ltd., a Texas limited partnership and R. Price Hulsey, individually (cc�llectively, "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 the approximately 56,168 square foot tract of land described as 1201 12�h Ave., Block 1, Lot 2, Fire Station No. 8 Addition, Fort Worth, Tarrant County, Texas and as shown on the recorded plat as recorded in Cabinet B Slide 2241, and such land is situated at the Northe�ast corner of Mist;�toe Blvd. and 1��' Avenue in Fort Worth, Texas, together with any easeme�rts, easements shown on the plat, rights-of-way, licenses, in�ez•ests, and rights appurtenant thei•eto (collectively, the "Property"), as shown on the attached Exhibit ``A." 2. 1700 Mistletoe Partners, Ltd., is a Texas Limited Partnership, whose address is 777 Main St., Suite 950, Fort Worth, Texas 76102, and R. Price Hulsey, �n individual, whose address is 1950 Mistletoe Blvd., Fort Wortki, Te��as 7611P��. Sale is authorized under section 272.001(b)(1) and (b) (6) of the Texas Loi.:il Government Code. 3. Seller desires to sell the Property for fair marlcet value. ��. Purchaser c�esires to acquire the Property for fair market value. AGREEMENT In consideration of the mutual covenants in this Contract, Seller and Yurchaser agr�e as follows: Section 1. Sale and Purchase. (a) Seller agrees to sell and convey the Property to Purchaser, and Purchaser ugr��es to purGhase and accept the Property from Seller, for the Purchase Price (as defii7ccl 1�elc�w), subject to the terms and conditions set forth in this Contract. (b) Seller shall convey the Prc�perty to Purchaser fi•ee and clear of all liens, claims, easements, rights�-�f-way, reservatic�ns, restrictions, encroachments, tenancies, and any other encumbrances (collectively, the "Encur�ibrances") except the Er�cumbrances appearing in the Title Commitment (as de�ined below in S�a��"�}W�=—=��' � ,j�j ��G�i�� '�L��i�..+ �f�� '.i (�J �� ! 1✓^. L P60358. nOC 1 �� '.�.� W� �„"' U �� Cn.��J:C�J ��C6. the survey that are not cured and that are subsequently waived pursuant to Section 3 below ("Permitted Encumhrances"). (c) Seller shall retain all mineral interests in the Praperty, provided that Seller shall waive any and all rights of ingress and egress upon or across the surface of the Property for purpases of exploring for or developing ar trar�sporting oil, gas, hydrocarbons or other minerals. Section 2. Purchase Price, Indenendent Contract Consideration, and Earnest Monev. {a) Ti�e purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller in cash at Closing (defined below), is One Hundred and Ninety-Five Thousand, Two-Hundred and Fifty-Six and 00/100 Dollars ($195,256.00), based upon the assumption that the net square footage of the Proparty is 56,168 "Net square footage" means ail of the land within the surveyed boundaries of the Property, less any partion of the Property iying within a publicly dedicated road�way or a utility easement. Seller has detex�mined that the Purchase Price reflects the current fair market value of the Property. In the event that the Survey provided for in Section 3 hereaf reflects that fhe net square footage is mox�e or less than Sb,168 square feet, then the Purehase Price shall be adjusted to equal $3.47 per net square foot. (b) Con#ernporaneously with the execution of this Contract, Purchaser delivers to Seller a check in the amount of Fifty Doliars ($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, a.nd shaIl be retained by Seller notwithstanding any other provision of this Contract. (c) Within rive days after the execution and delivery of this Contract by Seller ta Purchaser, Yurchaser shall deliver to Title Company (as deiined below in Section 3) a check payable to the� order af Title Company ar other means of funding reasonably satisfactory to Seller in the amount of $ 19,525.60 ("Earnest Money"). 1'itle 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 accaunt through a bank or other iinancial institution selected by Purchaser (hereafter, all references in this Contract to Earnest Money include the an�ount deposited by Purchaser with the Title Company pursuant to this Section 2(c) to�ether with all interest accrued thereon). Section 3. T'rtle Commitment and Survey. (a) Within thirty (30} days a�ter the Effective Date, Purchaser shall obtain, at Purchaser's sole cost and expense (i) an Ownex's Commitment for "T'itle Insurance ("Title Commitment") fiom a title company selected by Puxchaser ("Title Compan�"),_setting� _� __ 2 F�o�ss ' /l !�^ rd;1 'l."' �,��:.�1�;�� ,�� 1� ��'1� ��r�� . �'��1��, ��3. forth the status of the title nf the Property and showing all Encumbrances and other matters, if any, relating to the Property; and (ii) a legible copy of alI documents referred ta in the Title Conunitment, including but not limited to, plats, reservations, restrictions, and easements. (b) Within forty-iive (45} days after the Effective Date, Purchaser may obtain, at Purchaser's sole cost and expense, an updated survey ("Survey") consisting af a plat and field i�otes describing the Property, prepared pursuant to a current on-the-ground staked survey performed by a registered public surveyor ar engineer satisfactory to Purchaser and Title Compaziy. The Survey shall {i) be certified to Ytu•chaser, 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 #hereof lying within a publicly dedicated roadway or a utility easennent, (iii) identify any rights-of-way, easements, ar other Encumbrances by reference to applicable reeording data, and (iv) inelude the Surveyor's registered number and seal, the date of the Survey. The descriptian af the Property prepared as a part of the Survey ��vill be used in all of the documents set forth in this Contract that require a description of the Property. (c) If the Title Con�rnitment or Survey discloses any Encumbrances or other matters, wl�ich are not acceptable to Purchaser in Puretaaser's sole discretion, then Purchaser sl�all give Seller written notice thereof within fifteen (1S) days after receipt of the Title Commitment; Survey and all documents refen•ed to in the Title Commitment, specifying Purchaser's objections ("Objections"), if any. If Purcllaser gives such notice to Seller, Seiler shall use its best efforts to cure the �bjections, but shali be under no abligation to do so. (d) If Purchaser gives notice of Objections and Seller does not cure the Objections, cause the Title Commitment and Survey fio be amended to give effect to matters that are cured, and give Purchaser written notice thereof within the fifteen (15) day period following receipt of the notice from Purchaser ("Cure Period"), Purchaser shall have the right either (i) to terminate this Contract hy giving written natice thereof to Seller at any time after the expiration of such Cure Period but prior to the expiration of the Option Period, and, upon such terminatian, Purchaser shall be entitled to the return af the Earnest Money, and neither party hereto shall have any further rights or obligations, ar (ii) to waive the Objections and consummate the pw•chase af the Property subject ta the Objections which shall be deemed to be PeiTnitted Encurnbrances. Notwithstanding the foregoing sentence, af Seller has commenced curing the Objeciions and is diligently prosecuting the same, as determined by Purchaser in Purchaser's sole discretion, then Pui•chaser in Purchaser's sole discretion may extend the Cure Period for art amount of time Purchaser deems necessaiy for Seller to cure the same. Section 4. Representations, Warranties, "AS IS" (a} PURCHASER ACKNOWLEDGFS AND AGREES THAT SELLER HAS NOT MADE, D(3ES NOT MAKE AIVD SPECIFICALLY NEGATES A1�iD DISCLAIMS AI�TY REFRESENTATIONS, WAI2RANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIFS O� ANY KIND OI2 CHARACTER WHAT50EVER, WHETHER F603�8 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 THER�ON, (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, MARI�ETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PLJRPOSE OF THE PROPERTY, (F) TH� MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF R�PAIR OR LACK OF REPAIR OF THE PROPERTY, OR (I� ANY OTHER 1VIATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIF'ICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE I�AWS, RULES, REGULATIONS, ORDERS OR REQUIR�:MENTS, INCLUDING SOLII) WASTE, AS D�FINED BY THE U.S. ENVII20NMENTAL 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 ENVIRONMENT RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND REGULATIONS PROMULGATED THERE UNDER. PURCHASER FURTHER ACKIVOWLEDG�S AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PTJRCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION FROVIDED 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 WITI� ALL FAULTS" BASIS WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY SELLER THAT THE PROPERTY IS FIT FOR A PARTICULAR PUI2POSE. PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY I2EPRESENTATIONS, STATEMENTS, ASSERTI(�NS 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 UNDERSTANVING THERE ARE NO EXPRESS OR IMPLIED WARRANTIES (EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN THE CLOSING DOCUMENTS). AFT�R CLOSING, AS BETWEEN PURCHASER AND SELLER, THE RISK OF LIABILITY OR EXPENSE FOR ENVIRONMENTAL PROBLEMS, 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 ENVIRONNiENTAL PROBLEMS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION ANI� LIABILITY ACT (CERCLA), THE RESOURCE CONSERVATION AND RECOVERY ACT (RCRA), THE TEXAS SOLID WASTE DISPOSAL ACT OR THE TEXAS WATER CODE. PURCHASER INDEMNIFIES, HOLDS HARMLESS AND RELEASES SELLER FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS OR CONDITIONS AFFECTING THE �R�PEF��"Y . .�. L ' 4 �:�;1��:;!,... �.:�.��'�� F60358.DOC ��1� �� 1�� Y, �'�:J��1��, ��1�, ARISING AS THE RESULT OF SELLER'S OWN NEGLIGENCE OR THE NEGLIGENCE OF SELLER'S REPRESENTATIVES. PiJRCHASER INDEMNIFIES, HOLDS HARMLESS AND RELEASES SELLER FROM ANY LIABILITY FROM ANY AND ALL PRESENT OR FUTURE CLAIMS OR DEMANDS AND ANY AND ALL DAMAGES, LOSS, INJURY, LIABILITY CLAIMS OR COSTS, INCLUDING FINES, PENALTIES AND JUDGMENTS AND ATTORNEYS FEES ARISING FROM OR IN ANY WAY RELATED TO THE CONDITION OF THE PROPERTY ARISING AS A RESULT OF THEORIES OF PRODUCTS LIABILITY AND STRICT LIABILITY, OR UNDER NEW LAWS OR CHANGES TO EXISTING LAWS ENACTED AFTER THE �FFECTIVE DATE THAT WOULD OTHERWISE IMPOSE ON SELLER IN THIS TYPE OF TRANSACTION NEW LIABILITIES FOR ENVIRONMENTAL PROBLEMS OR CONDITIONS AFFECTING THE PROPERTY. PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PIJRCHASER SUBJECT TO THE FOREGOING. PURCHASER ACKl'+10WLEDGES AND ACCEPTS ALL THE TERMS AND PROVISIONS BY HIS ACCEPTANCE HER�:OF. b. The provisions of Section 4(a) shall be incorpoi•ated into the Deed. Section 5. Tests. Purchaser, at Purchaser's sole cost and rislc, shall have the right to go on to the Property, including the Improvements, to malce inspections, surveys, test borings, soil analyses, and other tests, studies and surveys, including without limitation, environmental tests, barings, analyses, and studies ("Tests). Any engineering and feasibility tests shall be conducted at Purchaser's sole risk and expense, and Purchaser agrees to indemnify and defend Seller and the Property from any liens and claims resulting from such tests. Purchaser shall be solely responsible for all costs of any environmental site assessments Purchaser deems necessaty. The Property will be restored by Purchaser to its original condition at Purchaser' sole expense following any site worlc. In the event this ti�ansaction does not close for any reason whatsoever, the Purchaser shall release to Seller any and all independent test. studies or tests results obtained during this inspection period. Section 6. Closin� Contin�encies. (a) The closing ("Closing") of the sale of the Property by Seller to Purchaser shall occur through the office of the Title Company on or before thirty (30) days after the satisfaction of the following contingencies to Closing ("Closing Contingencies"), but not later than August 31, 2006. The Closing Contingencies are as follows: (1 j A letter from the Southside TIF confirming the proposed project is included in the FW Southside TIF #4 Project Plan (2) Purchaser having determined that the condition of the Property is suitable for Purchaser's proposed use. (b) If these Closing Contingencies are not satisfied to Purchaser's satisfaction so that Purchaser is prepared to close on or before August 31, 2006, then Purc �`�` ��t""� s- .cC � i . � L �`iry�!i 5 �.� �' �r' � �•, . �-.:: 1:,� <:� �:; i � F60358.DOC �' �� ;'rt�;l°�I� ii''rj`7 ��1 ��r�.��. r;,.:,, �1 � '�''va��ii �� i . , either (1) terminate this Contract, and upon the termination, the Earnest Money and any interest earned shall be returned to Purchaser and neither party will have any further rights or obligations hereunder, or (2) extend the period for Closing until on or before September 30, 2006. To extend the period for Closing, Purchaser must give Seller written notice of the extension on or before August 28, 2006 and must deposit with Title Company an additional 1% of the Purchase Price ("Additional Earnest Money") which shall become non-refundable to Purchaser except in the event of Seller's default in the performance of Seller's obligations under this Contract. At Seller's request, Title Company shall release the Additional Earnest Money to Seller. Furthermore, beginning August 31, 2006 and continuing until the date of Closing, the Purchase Price shall accrue interest at an annual rate of 10%, with this accrued interest to be added to the Purchase Price at Closing. If the Closing occurs, the Earnest Money and the Additional Earnest Money will be applied to the Purchase Price. If the Closing does not occur for any reason other than an event of Seller's default in the performance of Seller's obligations under this Contract, then Seller shall retain the initial Earnest Money, the Additional Earnest Money, and all interest accrued on Earnest Money until the date this Contract is terminated. Section 7. Closin�. (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, except that Seller shall retain the mineral interest as provided for in Section 1(c) hereof. The Deed shall be subject only to the Permitted Encumbrances, with the precise form of the Deed to be determined pursuant to Section 9 below; (ii) Any other instrument or document necessary for Title Company to issue the Owner Policy in accordance with Section 7(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 a certified or cashier's checic or such other means of funding acceptable to Seller, in an amount equal to the Purchase Price, adjusted for closing costs and prorations. 6 F60358.DOC (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, at Purchaser's Option 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 record.itig fees. (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 lcnown, Seller and Purchaser shall readjust the amount of taxes to be paid by each party with the result that Seller shall pay for ariy 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 7(b) survive the Closing. (c) Upon completion of the Closing, Seller shall deliver possession of the Property to Purchaser, free and clear �f all tenancies of every kind. Section 8. A�ents. Seller and Purchaser each represent and warrant to the other that it has not engaged the services of any agent, brolcer, or othei• similar party in connection with this transaction. Section 9. Closin� Documents. No later than fifteen (15) days prior• to the Closing Date, Seller shall deliver to Purchaser a copy of the Deed, which is subject to Purchaser's reasonable right of approval. Section 10. Notices. (a) Any notice under this Contract shall be in writing and shall be deemed to have been served if (i) 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 7 F60358.DOC 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. (b) The address of Seller under this Contract is: City of Fort Woi-th Department of Engineering Attn: Laura B. Chavez, Sr. Land Agent Real Property Services Division 1000 Throckrriorton Street Fort Worth, Texas 76102 (c) The address of Purchaser under this Contract is: 1700 Mistletoe Partners, Ltd. Attn: Bob Benda 777 Main St., Suite 950 Fort Worth, TX 76102 And R. Price Hulsey 1950 Mistletoe Blvd. Fort Worth, Texas 76104 (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 11. Termination, Default, and Remedies. (a) If Purchaser fails or refuses to consummate the purchase of the Property pursuant to this Contract at the Closing for any reason other than termination of this Contract by Purchaser pursuant to a right so to terminate expressly set forth in this Contract or Seller's failure to perform Seller's obligations under this Contract, then Seller, as Seller's sole and exclusive remedy, shall have the right to terminate this Contract by giving written notice thereof to Purchaser prior to or at the Closing, whereupon neither party hereto shall have any further rights or obligations hereunder, and Title Company shall deliver the Earnest Money, the Additional Earnest Money, and the interest accrued on the Purchase Price (as set forth in Section (c) above) to Seller as liquidated damages, fi�ee of any claims by Purchaser or any� other person with respect thereto. It is agreed that the Earnest Money, Additional Earnest Money, and the interest on the Purchase Price 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 estimat'o��,�,?,,,t ,�-.io,��;.;.,�. o,� g '�J��'i�v�c:,�,� '�;�Cyl�� F60358.DOC �� :�(��`o�� 'J S u'n: u` �', ��!�, ��i3, the payment af these sums upon such breach shall canstitute full satisfaction of Purchaser's obligations hereunder. (b) If Seller fails or refuses to consumrnate the sale of the Property� pursuant to this Cantract 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 either (i) to terminate expressly set farth in this Contract or Purchaser's failure to perfo�m Purchaser's obligations under this Contract, then Purchaser shall have the right to terminate this Can�ract by giving written notice th�reof to Seller prior to or at the Clasing whereupon the Earnest Money shall be returned to Purchaser and neither party hereto shail have any further rights ox obligations hereunder or (ii) enforce specific performance of this Contract. (c) If either Seller or Purchaser becomes entitled to the Earnest Money upan eancellation of this Contract in accordance with its terms, Purchaser and Seller covenant and agree to deliver a letter of instruction ta the Title Company directing disburs�ment af the Earnest Money to the party entitled thereto. Section 12. Entire Contract. This Contract (including the attached e�ibits) contains the entire contract between 5eller and Purchaser, and no oral statennents or prior written matter not specifically ineorporated herein is of any force and effect. No modifications are binding on either party ui�less set forth in a document executed by that party. Section 13. Assi�ns. This Contxact inures to the beneiit af atid is binding on the parties and their respective legal represezitatives, successors, and assigns, Neither party may assign its interest under this Contract wi#hout the priorconsent of the other party, provided, however, that 1700 Mistletoe partners, Ltd. May assign its rights hereunder to any entity wholly owned or controlled by Bob Benda and R. Price Hulsey may assign his rights hereunder to any entity wholly owned or controlled by R. Price Hulsey. Section 14. Time for Executian. If SeIler has not executed and returned a fully executed copy of this Contract ta Purchaser by S:OQ p.m., Fort Worth, Texas time on August 2l, 2006, this Contract shall be null and void. 5ection 15. Time of tlie Essence. Time is of the essence unde�� this Cantract. Section 16. Takin� Prior to Closing. If, prior to Closing, the Property or any pflrtion thereof becomes subject to a taking by virtue of' eminent domain, Purchaser may, in Purchaser`s sole discretion, either (i) tern�inate this Contract whereupon the Farnest Money shall be returned to Purchaser, and neither party shall have any further rights ar obligations hereunder, or (ii) proceed with the Closing af the transaction with an adjustment in the Purchase Price to reflect the net square footage of the Property after the taking. Sectifln 17. Governin� Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. G] F�o3sa Section 18. 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 19. Venue. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that county. Section 20. Severability. If any provision of this Contract is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this Contract will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Section 21. 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 22. 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. F60358.DOC SELLER: CITY OF FORT WORTH C � By: � , Marc A. O � Assistant City Manager Date: d��v��C��' Attest � Marty Hendrix City Secretary App ed as t egality and Form ssistant City A orney ��, , �� Cont ct � tha�izatioba Date -- -----_, w �, ,�; ; r, �- rN ;, ,^01 10 �' ��,��-!l �i�`C> !� ��1� 1��;�°?��I�,%T �.,:�.�, �r �� ;�,.;, ; c� � o.•�::✓ U>. � 1 l� �� L�� PURCHASER: 1700 MISTLETOE PARTNERS, LTD., a Texas Limited Partnership By: HJB Management Co., LLC Its general p rtner By' � C� �.► J�G� Name: � J�/ f-'_,��j Q h. C!a_ Title: U � ��j � C 2. �/r Date: � R. PRICE HULSEY � ;, . rice Hulsey Date: / � o /� By its execution below, Title Company acicnowledges 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: f By. �� CI�c�,�r- � + i r Name: j�� Q� 1 S�i. M,(�„�l. ��Gt-�` 1%�►7 Title: �NY?�Y1�.4P'�:iL��! �:"i� t,t� �-� ��.�f.{e: Date: -t�f�;W', o�� (�- 11 F60358.DOC EXHIBIT "A" Description of Property The approximately 56,168 square foot tract of land described as 1201 12t�' Ave., Blocic 1, Lot 2, Fire Station No. 8 Addition, Fort Worth, Tarrant County, Texas and as shown on the recorded plat �€s recorded in Cabinet B Slide 2241, and such land is situated at the Northeast corner of Mistletoe Blvd. and 12th Avenue in Fort Worth, Texas ��f��i�l�� p ��'� 12 �. �'� ��, ��, F60358.DOC Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 8/8/2006 DATE: Tuesday, August 08, 2006 LOG NAME: 3012TH AVE REFERENCE NO.: **L-14218 SUBJECT: Authorize the Direct Sale of City-Owned Surplus Property Located 1201 12th Avenue Legally Known as Lot 2 Block 1 Fire Station No. 8 Addition (DOE 4953) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute a sales contract with 1700 Mistletoe Partners, Ltd, a Texas Limited Partnership, for the direct sale of city-owned property located at 1201 12th Avenue (Lot 2 Block 1 Fire Station No. 8 Addition) Fort Worth, Tarrant County, Texas and as shown on the recorded plat as recorded in Cabinet B Slide 2241, for a sales price of $195,256.00 plus appropriate closing costs; and 2. Authorize the City Manager to accept and record the appropriate instruments. DISCUSSION: The City originally acquired the subject property for the purpose of constructing a new fire station to serve the Hospital District and the residents in the area (M&C L-13298, approved May 14, 2002). The surplus of the originally acquired property is approximately 1.25 acres and is located in the Fort Worth South Inc. TIF No. 4. On May 3, 2005, the adjoining property owners submitted a written request to the Department of Engineering, Real Property Services Division, requesting a direct sale of the property. The City Attorney's office has determined that the direct sale of this property is allowed under Local Government Code 272.001 The Planning Department has reviewed the current zoning of this property and has determined that the zoning of this property is compatible with respect to existing land use, the existing land uses of the surrounding neighborhood and future land use designations contained in the City's Comprehensive Plan. As part of the sales agreement the City will retain all utility easements and mineral interests it may own. The City agrees to access the minerals it may own by horizontal drilling or other subsurFace methods. A PDSU (Planned Development Special Use) site plan will not be required at the request of the purchaser and concurrence of the Council Member representing the district where the property is located. The City has agreed to sell the property at fair market value for a total purchase price amount of $195,256.00, plus appropriate closing costs. A real property management fee of 2% ($3,905.12) will be collected from the sales proceeds. The property at 1201 12th Avenue is located in COUNCIL DISTRICT 9. FISCAL INFORMATION/CERTIFICATION: The Finance Department certifies that the Real Property, Division of the Engineering Department, will be responsible for the collection and deposit of funds due the City. TO Fund/Account/Centers FROM Fund/Account/Centers PI 19 475275 0301000 $3,905.12 http://www.cfwnet.org/council�acket/Reports/mc�rint.asp 4/11 /2007 C132 444200 02013211008 $191,350.88 Submitted for City Manager's Office b� Originating Department Head: Additional Information Contact: Marc A. Ott (6122) A. Douglas Rademaker (6157) A. Douglas Rademaker (6157) Page 2 of 2 http://www.cfwnet. org/council�acket/Reports/mc�rint.asp 4/11 /2007