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HomeMy WebLinkAboutContract 35358Gf�l Y ��C��ET'ARY �� CONTP,�C� �,�p . \��-kJ c� CONTRACT OF SALE 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 ("Purchaser") and LSFS VILLA DEL RIO, LLC, a Delaware limited liability company ("Seller") as of the date on which this Contract is executed by Seller and Purchaser("Effective Date"). RECITALS 1. Seller is the owner of Lot 1, Blocic 1 of SPANISH OAKS APARTMENT ADDITIONS, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Revised Plat thereof recorded in Volume 388-90, Page 36, Real Property Records of Tarrant County, Texas, and with a street address of 5817 Boca Raton Boulevard, Fort Worth, Texas 76012 (the "Propei�ty"), together with any easements, rights-of-way, licenses, interests, and rights appurtenant thereto. 2. 3. Purchaser is a municipal corporation that desu•es to acquire the Property for public use. Seller desires to sell the Propei•ty for fair market value for public use, which will benefit the citizens of Fort Worth in general. AGREEMENT 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 Propei�ty to Purchaser, and Purchaser agrees to puj•chase and accept the Property from Seller, for the Purchase Price (as defined below), subject to the tei•ms and conditions set forth in this Contract. (b) Seller shall convey the Property to Purchaser free and clear of all liens, claims, easements, rights-of-way, r•eservations, restrictions, encroachments, tenancies, and any other encumbrances (collectively, the 'Bncumbrances") except the Encumbrances appearing in the Title Commitment and the Survey (as defined below in Section 3) that are not cured and that are subsequently waived (or are deemed to be waived) pursuant to Section 3 below ("Permitted Encumbrances"). Section 2. Independent Consideration, Contract Sales Price and Earnest Monev. (a) Contemporaneously with the execution of this Contract, Purchaser delivers to Seller a check in the amount of $50.00 ("Independent Contract Consideration") as independent 5 31 2007 EXECUTION CONTRACT - WORD.DOC OF FORT WORTH, TX DALLAS4 814274v3 69062-001460 : � �,,.� � �;�,���l.:l,,l t.����.� � , ,��/.'�Ip r �i �"� U � i�,��� '� �I� t�.�l� `P. �r�, �. �rJ,` U J', �'��{;�9 � •::��.;� � ; G», consider•ation for Seller's execution, deliveiy 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 non-refundable, and shall be retained by Seller notwithstanding any other provision ofthis Contract. (b) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller at Closing (defined below), is One Million Five Hundred Seventy-Five Thousand and No/Dollars ($1,575,000.00). (c) Within two days of the Effective Date Purchaser shall deposit $10,000.00 of Earnest Money (`Barnest Money") with the Title Company, hereinafter defined as Chicago Title Insurance Company, 2001 Bryan Street, Suite 1700, Dallas Texas 75201, attn: Kerri Majors. Title Company shall hold the Eaynest Money in escrow and deliver it in accordance with the provisions ofthis Contract. Section 3. Title Commitment and Survev. (a) Within five (5) days after the Effective Date, Purchaser shall obtain, at Seller's sole cost and expense (i) an Owner's Commitment for Title Insurance ("Title Commitment") from the Title Company, setting forth the status of the title of the Property and showing all Encumbrances and other matters, if any, relating to the Property; and (ii) a legible copy of all documents referred to in the Title Commitment, including but not limited to, plats, reservations, restrictions, and easements. (b) Within five (5) days after the Effective Date of this Contract, Seller shall provide to Purchaser a copy of a survey of the Property (the "Survey") at Seller's sole cost and expense. The Survey shall consist of a plat and field notes describing the Property, prepared pursuant to a curi•ent on-the-ground stalced survey performed by a registered public surveyor or engineer satisfactory to Purchaser and Title Company. The Survey shall (i) reflect the actual dimensions of and the total number of squai•e feet within the Property, net of any portion thereof lying within a publicly dedicated roadway or a utility easement, (ii) identify any rights-of-way, easements, or other Encumbrances by reference to applicable recording data, and (iii) include the Surveyor's registered number and seal, the date of the Survey. Within fifteen (15) days after the Effective Date of this Contract, Seller shall cause the Survey to be re-certified to Purchaser, its successors and assigns, and Title Company, and Seller shall promptly deliver such re-certified survey to Purchaser. 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 desci•iption of the Property. 5 31 2007 EXECUTION CONTRACT - WORD.DOC OF FORT WORTH, TX DALLAS4 814274v3 69062-001460 j �: � ; ��� r � � J �;:, r� :s �::� U ��'u , 'v���`�� `�'�vU�!S�l`1i{�;1 �� -,,,;�,`„�:i! ;,—�� � r)i� '�:�.��,:lw, �!����, ��. (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 wj•itten notice thereof within five (5) days after receipt of the Title Commitment, Survey and all documents referred to in the Title Commitment, specifying Purchaser's objections ("Objections"), if any. Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any ofthe Objections. (d) If Purchaser gives notice of Objections and Seller does not cure the Objections, cause the Title Commitment and Survey to be amended to give effect to matters that are cured, and give Purchaser written notice thereof within the five (5) day period following receipt of the notice of Objections from Purchaser ("Cure Period"), Purchaser shall have the right either (i) to terminate this Contract by giving written notice thereof to Seller at any time a$er the expiration of such Cure Period but prior to the expiration of the Option Period (as defined below in Section 6) and, upon such termination, neither party hej�eto shall have any further rights or obligations, except for any obligations under this Conh•act which by their terms expressly survive the termination of this Contract (the "Sur•viving 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, provided that, upon the expiration of the Option Period, Purchaser shall be deemed to have elected (ii) above. 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 Cui•e Period for an amount of time Purchaser deems necessary for Seller to cure the same. Section 4. Review Reports. Within five (5) days after the Effective Date, Seller shall deliver to Purchaser for Purchaser's review any and all environmental reports and studies in Seller's possession concerning the Property. Section 5. Insnection of the Propertv Purchaser, at Purchaser's sole cost and rislc, shall have the right to go on to the Property, including the Improvements, during normal business hours after notification to Seller to make inspections, surveys, test borings, soil analysis, and other tests, studies and surveys, including without limitation, environmental tests, borings, analysis, and studies ("Tests"). Prior to the entry onto the Property by Purchaser, its employees, agents, representatives or contractors, Purchaser agrees to provide Seller evidence of insurance reasonably acceptable to Seller. Neither Purchaser nor any of its employees, agents, representatives or contractors shall enter the Property without Seller's prior written or oral consent, which shall not be unreasonably withheld, conditioned or delayed, 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 Pui•chaser deems necessary. Notwithstanding the foregoing, Purchaser must obtain Seller's prior written approval of the scope and method of any environmental testing or investigation (other than a Phase I environmental inspection) and any inspection which would matei•ially alter the physical condition of the Property, prior to Purchaser's commencement of such inspections or testing. In addition, Purchaser agrees that it will not, d'u�ectly or indi�•ectly, communicate with any tenants (or subtenants) of the Property without the prior written consent 5 31 2007 EXECUTION CONTRACT - WORD.DOC OF FORT WORTH, TX DALLAS4 814274v3 69062-001460 . �J�I�1 ;,� +I�.��jyy�- I��V+�:.��e���% i 'v�i'! C'4�I_ S_-°�I�l�j, � '�1 1�, C 1� L n n �r n�I '�:.i�.���i�l�. `� v'4J 1'ea �.T,`�''�JJ.i;��l'y d�G�10 of Seller, such consent not to be unreasonably withheld. The Property will be restored by Purchaser to its original condition at Purchaser's sole expense following any site work. In the event this transaction does not close for any reason whatsoever, the Purchaser shall release to Seller any and all independent test studies or tests results obtained during this inspection period. This Section 5 shall survive the termination of this Contract. Section 6. Option Period. (a) Notwithstanding anything to the contrai•y contained in this Contract, from the Effective Date until 4:30 p.m. (Fort Worth, Texas time) on June 7, 2007 ("Option Period"), the following is a condition precedent to Purchaser's obligations under this Contract: Purchaser being satisfied in Purchaser's sole and absolute discretion that the Property is suitable for Purchaser's intended uses, including, without limitation, Purchaser being satisfied with the results of the Tests (defined in Section 5 above). (b) If Purchaser is not satisfied in Purchaser's sole and absolute discretion as to the condition precedent described in Section 5 above, Purchaser may give written notice thereof to Seller on or before the end of the Option Period, whereupon this Contract shall terminate. Upon such termination, neither pa�•ty shall have any further rights or obligations under this Contract, except for the Surviving Obligations. (c) If Purchaser gives notice of Contract Termination to Seller under this Section, the Earnest Money shall be returned to Purchaser less the Independent Consideration, which shall be paid to the Seller. (d) The provisions of this Section 6 control all other provisions of this Contract. Section 7. Closin�. Subject to Section (d) below, Closing shall occur on or after July 9, 2007, but no later than July 11, 2007. (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 through the Title Company the following; (i) A Special Warranty Deed ("Deed"), fully executed and acknowledged by Seller, conveying to Purchaser good and marketable 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 10 below; (ii) Any other instrument or document necessary for Title Company to issue the Owner Policy in accor•dance with Section 7(a)(3) below. 5 31 2007 EXECUTION CONTRACT - WORD.DOC OF FORT WORTH, TX DALLAS4 814274v3 69062-001460 � .; � �) : ;:` � a:!a���_ ,�.', , I�i ,- ,; ''�I,�Sf,�+ r,, j �� �G� u'S�.'�k.bll�n�i.�` r�`� -, ;-;,.I� U �I(r4�� J U, :�':''v'i:�fU� ul:l�� (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 prorations. (3) Title Company shall issue to Purchaser, at Seller'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 good and marlcetable fee simple title to the Property, subject only to the Permitted Encumbrances, and the standard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance; provided, however, the printed form survey exception shall be limited to "shortages in area," the printed form exception for restrictive covenants shall be deleted except for those restrictive covenants that are Permitted Encumbrances, there shall be no exception for rights of parties in possession, and the standard exception for taxes shall read: "Standby Fees and Taxes for the year of Closing and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership"; (4) Seller and Purchaser shall each pay their r•espective attorneys' fees. (5) Seller shall pay all recording fees and any other closing costs as set forth by the Title Company. (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 oftaxes 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 7(b) 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, other than the Permitted Encumbrances. (d) If Purchaser is not prepared to close on or before July 11, 2007, the closing period may be extended if agreed to in writing by the parties. Section 8. A�ents. Seller and Purchaser each �•epresent 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, other than CB Richard Ellis, Inc., Attn: Nita Stewart. Seller shall be responsible for all commissions, fees, or other reimbui•sement due to CB Richard Ellis, Inc., Attn: Nita Stewart, who is the Seller's broker. 5 31 2007 EXECUTION CONTRACT - WORD.DOC OF FORT WORTH, TX DALLAS4 814274v3 69062-001460 Section 9. Closing Documents. No later than fifteen (15) days prior to the Closing, Seller shall deliver to Purchasec• 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 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 Purchaser under this Contract is: City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Attention: Stephanie Givens Telephone: 817-392-8873 Fax: 817-392-8361 (c) The address of Seller under this Contract is: 717 N. Harwood St., Suite 2100 Dallas, Texas 75201 Attn: Legal Department Tel: (214) 754-8400 Fax: (214) 754-8402 with a copy to: Hudson Advisors, L.L.C. 717 N. Harwood St., Suite 2200 Dallas, Texas 75201 Attn; Mr. Paul Cooper Tel: (214) 754-8486 Fax: (214) 754-8401 and with a copy to: 5 31 2007 EXECUTION CONTRACT - WORD.DOC OF FORT WORTH, TX DALLAS4 814274v3 69062-001460 _;•I�,;yl;V�l`',,l Y°;SrJ,;iln�- J�� v.'^ �UJ� c, n I� i: ti! (�LZ�:u`�L� �/E'�(,;1�� , � l�� ..'�� `J 6�1 11� V �r�\ �� ,�'i , ���T, � Hunton & Williams LLP 1445 Ross Avenue, Suite 3700 Dallas, Texas 75202 Attention: Ben Browder, Esq. Tel: (214) 469-3310 Fax; (214) 469-3599 (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 foi• 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 failui•e 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 and shall be entitled to the Earnest Money, as liquidated damages (and not as a penalty), whereupon neither party hereto shall have any further rights or obligations hereunder except for the Surviving Obligations. Seller and Purchaser have made this provision for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach, and Seller and Purchaser agree that these sums represent reasonable compensation to Seller for such breach. The provisions ofthis Section 11(a) shall not limit or affect any of Purchaser's indemnities as provided in other Sections of this Contract. (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, as its sole and exclusive remedy, may terminate this Contract (other than the Surviving Obligations) by giving written notice thereof to Seller and receive a refund of the Earnest Money. Notwithstanding anything herein to the contrary, in no event shall Seller be liable to Purchaser for any actual, punitive, speculative, consequential or other damages. Section 12. 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 pai-ty. Section 13. Assi ns. This Contract inures to the benefit of and is binding on the parties and theu� respective legal representatives, successors, and assigns. Neither party may assign its interest under this Contract without the prior consent of the other party. 5 31 2007 EXECUTION CONTRACT - WORD.DOC OF FORT WORTH, TX DALLAS4 814274v3 69062-001460 Section 14. 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 June 6, 2007, this Contract shall be null and void. Section 15. Time of the Essence. Time is of the essence under this Contract. Section 16. Takin� Prior to Closing. If, prior to Closing, the Property or any portion thereof becomes subject to a taking by virtue of eminent domain, Purchaser may, in Purchaser's sole discretion, either (i) terminate this Contract 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 17. GoverninE Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. 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. Severabilitv. If any provision of this Contract is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this Contract will be construed as if such invalid, illegal, oi• unenforceable provision had never been contained herein. Section 21. Business Davs. 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 r•egular 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. [SIGNATURE PAGE FOLLOWS] 5 31 2007 EXECUTION CONTRACT - WORD.DOC OF FORT WORTH, TX DALLAS4 814274v3 69062-001460 This Contract is EXECUTED as of the Effective Date. SELLER: LSFS VILLA DEL RIO, LLC, a Delaware limited liability company By: � C.. � Name: Marc L. Lipshy, Vice President Date: PURCHASER: 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, Parlcer and Wise Counties, Texas B . G'�-����� � _�= l"C , `-�. y� Dale -�seler, Assis City Manager Date: �% �J � Attest � Marty Hendrix, ' Secretary APPRO�IED AS TO LEGALITY AND FORM ��(`1,�,� --S ���C�'�r --e�.�. Assistant City Attorney 5 31 2007 EXECUTION CONTRACT - WORD.DOC OF FORT WORTH, TX DALLAS4 814274v3 69062-001460 � /�-� /� ` Contr ct P,u� oriz�tiO�a T __ � o� Date �n• : • � -,��. '_�.;a „S�J��'�'l�i� 'u��_,;'; „��''!i[), '�:; �:,� ;s-�. � a �;,,,1 �� v � � i�� � �'r i� 15 �Jr� '�r� ��u� .:v�L�� ua �� ',:�',`�`U:I��i 2 ,�j � � V� 6•� �9 9!5[ti. By its execution below, Title Company agt•ees to perform its other duties pursuant to the provisions of this Contract. TITLE COMPANY: CHICAGO TITLE INSURANCE COMPANY By: Name: Title: Date: 5 31 2007 EXECUTION CONTRACT - WORD.DOC OF FORT WORTH, TX DALLAS4 814274v3 69062-001460 Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved As Amended on 6/5/2007 - Ordinance No. 17588-06-2007 DATE: Tuesday, June 05, 2007 LOG NAME: 17WOODHLAND REFERENCE NO.: L-14332 SUBJECT: Authorize the Execution of Agreements for the Purchase of the Oak Hollow and Villa Del Rio Apartment Complexes Located at 5901 Boca Raton and 5817 Boca Raton Fort Worth, Texas, and Authorize the Funds for the Demolition and Adopt the Attached Supplemental Appropriation Ordinance RECOMMENDATION: It is recommended that the City Council: 1. Accept $7,985,887.14 from the Dallas/Fort Worth (DFV1� International Airport for reimbursement for the remaining balance of capital contributions for the initial development of DFW Airport; 2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Specially Funded Capital Projects Fund by $4,575,000 from available funds; 3. Authorize the City Manager to execute a purchase agreement with Blue Valley Apartments, Inc. to purchase the apartment complex located at 5901 Boca Raton for $2,250,000.00; 4. Authorize the City Manager to execute a purchase agreement with LSF5 Villa Del Rio, LLC to purchase the apartment complex located at Lot 1 Block 1 of the Spanish Oaks Apartment Addition, also known as 5817 Boca Raton for $1,575,000; 5. Authorize the City Manager to execute any documents necessary to complete the transactions as provided in the purchase agreements; and 6. Authorize the expenditure of up to $750,000 for the demolition of the structures on the property. DISCUSSION: In 2004, Gideon Toal prepared the Woodhaven Neighborhood Redevelopment Plan (Plan). The Plan focused on the conditions in the Woodhaven Neighborhood and ways to reduce crime, increase safety, increase public amenities and improve the perception of the Woodhaven Neighborhood. The Plan found that there were 23 apartment complexes in the Woodhaven Neighborhood with a total of 4,805 units. Two of the apartment complexes, Villa Del Rio and Oak Hollow, have steadily deteriorated since they were originally constructed in the 1970s. In addition, these apartment complexes have generated numerous police calls as well as numerous Code Compliance violations. Villa Del Rio Apartments contains 107 units and encompasses 4.65 acres. The Oak Hollow Apartments contains 176 units and encompasses 10.09 acres. In order to implement the Plan, staff recommends purchasing the apartment complexes from Blue Valley Apartment, Inc., and LSFS Villa Del Rio, LLC under the terms set forth below and demolishing the properties once purchased. http://www.cfwnet.org/council�acket/Reports/mc�rint.asp 6/6/2007