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HomeMy WebLinkAboutContract 52095 CITY SECRETARY CONTRACT NO. 5 LJ5 CONTRACT OF SALE AND PURCHASE THIS CONTRACT OF SALE AND PURCHASE ("Contract") is made and entered into by and between the CITY OF FORT WORTH, TEXAS, a home rule Municipal Corporation of the State of Texas, acting by and through its duly authorized City Manager or Assistant City Manager("Purchaser") and YMCA of Metropolitan Fort Worth ("Seller"), as of the date on which this Contract is executed by the last to sign of Seller and Purchaser("Effective Date"). 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 to Purchaser and Purchaser agrees to purchase and accept from Seller, on and subject to the terms and conditions set forth in this Contract approximately 5.033 acres of land known as Lot D, Block 6, West Plaza Addition, according to Plat recorded in Volume 388- 44, Page 97, of the Plat records of Tarrant County, Texas, and being the same tract of land as conveyed to Fort Worth Y.M.C.A. by Warranty Deed dated March 13, 1972, as recorded in Volume 5209, Page 657, of the Deed Records of Tarrant County, Texas (the "Land"), together with (i) all buildings, fixtures, structures and improvements thereon; (ii) any strips or gores between the Land and all abutting properties; (iii) all roads, alleys,rights-of-way, easements, streets and ways adjacent to or serving the Land and rights of ingress and egress thereto, whether surface, subsurface or otherwise; (iv) any land lying in the bed of any street, road or access way, opened or proposed, in front of, at a side of or adjoining the Land, to the centerline of such street, road or access way; (v) all of Seller's rights, titles and interest, if any, in and to all water rights or any kind or character pertaining to the Land; and (vi) all licenses, interests, and rights appurtenant to the Land. The Land and Items(i)-(vi)are collectively referred to as the"Property". (b) Seller shall convey the Property to Purchaser free and clear of all liens, claims, easements, rights-of-way, reservations, restrictions, encroachments, tenancies, and any other encumbrances (collectively, the "Encumbrances") except the Encumbrances appearing in the Title Commitment and the Survey (hereinafter defined) that are not cured and that are subsequently waived pursuant to Section 3 ("Permitted Encumbrances"). (c) Notwithstanding anything to the contrary, Seller hereby retains and reserves from this conveyance (and the Property does not include) for itself, and its successors and assigns, any and all interest in any and all oil, gas and other minerals in, on, or under the Land; provided, however, Seller hereby waives and relinquishes access to any use of the surface of the Property. Section 2. Independent Contract Consideration,Escrow,and Purchase Price. (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 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 non-refundable, and shall be retained by Seller notwithstanding any other provision of this aContract; however, upon Closing (as hereinafter defined), the Independent Contract Consideration shall ����`Abe applied as a credit toward the Purchase Price(as hereinafter defined). <. 2 OFFICIAL RECD; tO� CITY SECRETS . FT. WORTH, (b) Contemporaneously with the execution of this Contract, Purchaser shall deposit into escrow with the Title Company (as hereinafter defined), the sum of Forty-Five Thousand Five Hundred and 00/100 Dollars ($45,500.00) ("Earnest Money"). The Earnest Money will be held in escrow and delivered by Title Company in accordance with the provisions of this Contract, and shall be non-refundable to Purchaser, except that if the sale and purchase of the Property closes under this Contract, the Earnest Money will be applied toward the Purchase Price (as hereinafter defined). The Earnest Money will be placed in an interest-bearing account by Title Company as directed by Purchaser, with all interest accruing to Purchaser prior to Closing. (c) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller at Closing (as hereinafter defined), is Two Hundred Forty Five Thousand Five Hundred and 00/100 DOLLARS ($245,500.00). Section 3. Title Commitment and Survey. (a) Within 15 business days after the Effective Date, Purchaser shall obtain at Purchaser's sole cost and expense, a Commitment for Title Insurance ("Title Commitment") from Rattikin Title Company, 201 Main Street. Fort Worth, Texas 760102, Telephone: 817-334-1395, Attention: Megan Newburn, Escrow Officer (the "Title Company"). The Title Commitment shall be effective as of a date which is on or after the Effective Date, showing Seller as the record title owner of the Land, and shall show all Encumbrances and other matters, if any, relating to the Property. The Title Company shall also deliver contemporaneously with the Title Commitment legible copies of all documents referred to in the Title Commitment, including but not limited to,plats,reservations,restrictions, and easements. (b) Purchaser may obtain a survey of the Property ("Survey") at Purchaser's sole cost and expense. The Survey shall consist of a plat and field notes describing the Property,prepared pursuant to a current on-the-ground staked survey performed by a registered public surveyor or engineer satisfactory to Purchaser and Title Company. The Survey shall (i) be certified to Purchaser, its successors and assigns, and Title Company, (ii) reflect the actual dimensions of and the total number of square feet within the Property net of any portion thereof lying within a publicly dedicated roadway or a utility easement, (iii) identify any rights-of-way, easements, or other Encumbrances by reference to applicable recording data, and(iv) include the Surveyor's registered number and seal and the date of the Survey. The description of the Property prepared as a part of the Survey will be used in all of the documents set forth in this Contract that require a legal description of the Property. (c) Purchaser shall have a period of time ("Title Review Period") commencing on the Effective Date and ending 10 business days after the Effective Date in which to notify Seller in writing of any objections ("Objections") Purchaser has to any matters shown on the Title Commitment or the Survey. (d) Seller shall have the option, but not the obligation, to remedy or remove all Objections (or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the period of time (the "Cure Period") ending on the tenth business day after Seller's receipt of Purchaser's notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure, such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters. If Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within the Cure Period, then either (i) this Agreement may be terminated in its entirety by Purchaser by giving Seller written notice to such effect during the period of time(the "Termination Period") ending on the fifth business day following the end of the Cure Period, and the parties shall be released of further obligations under this Agreement; or (ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within the Termination Period. Any title encumbrances or exceptions which are set forth in the Title Commitment or the Survey and to which Purchaser does not object within Title Review Period (or which are thereafter waived or deemed to be waived by Purchaser) shall be deemed to be permitted exceptions (the "Permitted Exceptions") to the status of Seller's title to the Property. (d) Any other provision herein to the contrary notwithstanding, (i) all exceptions disclosed in the Title Commitment (or any subsequent commitment) which arise on or after the Effective Date of this Agreement and are not attributable to actions by Purchaser and (ii) all Objections that Seller agrees in writing to cure at or prior to Closing(collectively,the "Mandatory Cure Items") shall be satisfied, cured or removed by Seller, at Seller's sole cost and expense, at or prior to Closing. Section 4. Due Diligence Documents. Within 5 business days after the Effective Date, Seller shall deliver to Purchaser for Purchaser's review (i) any and all tests, studies and investigations relating to the Property, including, without limitation, any soil tests, engineering reports or studies, and any Phase I or other environmental audits, reports or studies of the Property; (ii) any and all information regarding condemnation notice(s), proceedings and awards affecting the Property; (iii) any existing survey(s) of the Property; and (iv) all proposed or existing private covenants, conditions and restrictions, of which the Property will be a part and any other private agreements affecting the use or development of the Property. Section 5. Tests. Purchaser, at Purchaser's sole cost and risk, shall have the right to go on to the Property, including the Improvements, to make inspections, surveys, test borings, soil analysis, and other tests, studies and surveys, including without limitation, environmental and engineering tests, borings, analysis, and studies ("Tests"). Any Tests shall be conducted at Purchaser's sole expense. At the conclusion of the Tests, the Property will be restored by Purchaser, at Purchaser's sole expense, to at least a similar condition as before the Tests were conducted. In the event this transaction does not close for any reason whatsoever, the Purchaser shall release to Seller any and all independent studies or results of Tests obtained during the Option Period(as defined below). Section 6. Option Period. (a) Notwithstanding anything to the contrary contained in this Contract, until 15 days after the Effective Date ("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 6(a) 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,the Contract will terminate, and neither party shall have any further rights or obligations under this Contract. (c) The provisions of this Section 6 control all other provisions of this Contract. (d) The parties agree that the Option Period will not be extended upon expiration without a written amendment signed by both parties. Section 7. Closing Deadline. 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 April 15, 2019. Section 8. Closing. (a) At the Closing, all of the following shall occur, all of which are deemed concurrent conditions: (1) Seller shall deliver or cause to be delivered to Purchaser the following: (i) A General Warranty Deed ("Deed"), fully executed and acknowledged by Seller, conveying to Purchaser good and indefeasible fee simple title to the Property subject only to the Permitted Encumbrances, but containing a reservation of the mineral rights, with the precise form of the Deed to be determined pursuant to Section 10 below; (ii) A Non-Foreign Person Affidavit, in form and substance reasonably satisfactory to Purchaser, fully executed and acknowledged by Seller, confirming that Seller is not a foreign person or entity within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended; (iii) Evidence of authority to consummate the sale of the Property as is contemplated in this Agreement or as Purchaser may reasonably request; and (iv) Any other instrument or document necessary for Title Company to issue the Owner Policy in accordance with Section 8(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 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 Purchaser's sole cost and expense, an Owner Policy of Title Insurance ("Owner Policy") issued by Title Company in the amount of the Purchase Price insuring that, after the completion of the Closing, Purchaser is the owner of indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances, and the standard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance; provided, however, the printed form survey exception shall be limited to "shortages in area," the printed form exception for restrictive covenants shall be deleted except for those restrictive covenants that are Permitted Encumbrances, there shall be no exception for rights of parties in possession, and the standard exception for taxes shall read: "Standby Fees and Taxes for the year of Closing and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership"; (4) Seller and Purchaser shall each pay their respective attorneys'fees. (5) Purchaser shall pay all recording fees and any other closing costs as set forth by the Title Company. (b) Purchaser will qualify for exemption from ad valorem taxation for the Property, and no ad valorem taxation shall accrue after the date of Closing. Therefore, any ad valorem taxes assessed against the property for the current year shall be for the period of time the Property was owned by Seller, and based on estimates of the amount of taxes that will be due and payable on the Property during the current year, Purchaser shall pay for any taxes and assessments applicable to the Property up to and including the date of Closing. As soon as the amount of taxes and assessments on the Property for the current year is known, Seller shall pay any additional amount of taxes to be paid for any taxes and assessments applicable to the Property up to and including the date of Closing. The provisions of this Section 8(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 except those disclosed in the Permitted Encumbrances. Section 9. Additional Condition Precedent to Closing. Purchaser's obligation to close and consummate the sale described and comtemplated in this Contract are contingent and conditioned upon Seller's removal of the swimming pool, including decking and shade structures, and related electrical, plumbing and mechanical infrastructure, and removal of the chain link fence along both the west and east Property boundary. All voids created form the swimming pool removal shall be back-filled with select fill compacted in six(6)inch lifts. Section 10. Seller's Representations. Seller hereby represents and warrants to Purchaser, as of the Effective Date and as of the Closing Date, except as otherwise disclosed in written notice from Seller to Purchaser at or prior to Closing,that: (a) Seller's Authority. This Contract has been duly authorized by requisite action and is enforceable against Seller in accordance with its terms; neither the execution and delivery of this Agreement nor the consummation of the sale provided for herein will constitute a violation or breach by Seller of any provision of any agreement or other instrument to which Seller is a party or two which Seller may be subject although not a party, or will result in or constitute a violation or breach of any judgment, order, writ, junction or decree issued against or binding upon Seller or the Property; (b) No Pending Proceedings. There is no action, suit, proceeding or claim affecting the Property or any portion thereof, or affecting Seller and relating to the ownership, operation,use or occupancy of the Property,pending or being prosecuted in any court or by or before any federal, state, county or municipal department, commission, board, bureau o agency or other governmental entity and no such action, suit, proceeding or claim is threatened or asserted; (c) Seller is Not a Foreign Person. Seller is not a foreign person or entity as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and Purchaser is not obligated to withhold any portion of the Sales Price for the benefit of the Internal Revenue Service; (d) No Insolvency Proceedings. No attachment, execution, assignment for the benefit of creditors, receivership, conservatorship or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws is contemplated or has been filed by or against Seller or the Property, nor is any such action pending by or against Seller or the Property; (e) Contract Obligations. Except as otherwise disclosed in the Title Commitment, no lease, contract or agreement exists relating to the Property or any portion thereof which is not terminable at will or upon not more than 30 days' prior notice except tenant leases; (f) No Competing Rights. No person, firm or entity, other than Purchaser, has any right to purchase, lease or otherwise acquire or possess the Property or any part thereof; (g) No Regulatory Violations. The Property is not in breach of any law, ordinance or regulation, or any order of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality wherever located, including, without limitation, those relating to environmental matters and hazardous waste, and no claim, action, suit or proceeding is pending or,to the best o Seller's knowledge and belief and after due inquiry, threatened against or affecting Seller or affecting the Property, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or entity wherever located, with respect to the Property or the Seller's present use and operation of the Property; and (h) No Hazardous Materials. To the best of Seller's knowledge, (i) all required federal, state and local permits concerning or related to environmental protection and regulation for the Property have been secured and are current; (ii) Seller is and has been in full compliance with such environmental permits and other requirements regarding environmental protection under applicable federal, state or local laws, regulations or ordinances; (iii) there is no pending action against Seller under any environmental law, regulation or ordinance and Seller has not received written notice of any such action or possible action; (iv) there is not now, nor has there been in the past, any release of hazardous substances on, over, at, from, into or onto any facility at the Property,as such terms are understood under the Comprehensive Environmental Response, Compensation and Liability Act; and (v) Seller does not have actual knowledge of any environmental condition, situation or incident on, at or concerning the Property that could reasonably be expected to give rise to an action or to liability under any law,rule, ordinance or common law theory governing environmental protection. Seller acknowledges that Purchaser has relied and will rely on the representations and warranties of Seller in executing this Agreement and in closing the purchase and sale of the Property pursuant to this Agreement, and Seller, during the term of this Agreement, agrees to notify Purchaser promptly in the event that Seller obtains knowledge of any change affecting any of such representations and warranties, in which event Purchaser shall be entitled to exercise the remedies set forth in Section 14 hereof. Until and unless Seller's warranties and representations shall have been qualified and modified as appropriate by any such additional information provided by Seller to Purchaser,Purchaser shall continue to be entitled to rely on Seller's representations and warranties set forth in this Agreement, notwithstanding any contrary information resulting from any inspection or investigation made by or on behalf of Purchaser. All of Seller's representations and warranties, as so qualified and modified, shall survive Closing. Section 11. Seller's Covenants. (a) Updating of Information. Seller acknowledges that Purchaser will rely upon the Title Commitment, Survey, Due Diligence documents and other materials delivered by Seller to Purchaser hereunder to satisfy itself with respect to the condition and operation of the Property, and Seller agrees that, if Seller discovers that the information contained in any of the materials delivered to Purchaser hereunder is inaccurate or misleading in any respect,then Seller shall promptly notify Purchaser of such changes and supplement such materials. (b) Prohibited Activities. During the term of this Agreement, save and except for the removal of the swimming pool and related electrical, plumbing and mechanical infrastructure referenced in Section 9. of this Contract, Seller shall not, without the prior written consent of Purchaser, which consent Purchaser shall have no obligation to grant and which consent, if granted, may be conditioned in such manner as Purchaser shall deem appropriate in the sole discretion of Purchaser: (i) grant any licenses, easements or other uses affecting any portions of the Property; (ii) permit any mechanic's or materialman's lien to attach to any portion of the Property; (iii) place or permit to be placed on, or remove or permit to be removed from, the Property any trees, buildings, structures or other improvements of any kind; or (iv) excavate or permit the excavation of the Property or any portion thereof. (c) Cooperation in Permitting Activities. During the term of this Agreement, Seller will cooperate with Purchaser in such manner and at such times as Purchaser may request in obtaining subdivision, zoning or rezoning, site plan development, building permit and other approvals required for Purchaser's proposed use, including without limitation, signing such applications for such approvals and other instruments as may be required or authorizing Purchaser to sign such applications or instruments as Seller's agent or both. Purchaser shall bear the costs and expenses of obtaining all such approvals except for attorneys' fees that Seller may consider necessary in connection with reviewing such applications and instruments, which shall be borne solely by Seller. Section 12. A ents. Seller and Purchaser each represent and warrant to the other that it has not engaged the services of any agent,broker,or other similar party in connection with this transaction. Section 13. Closing Documents. No later 3 business days prior to the Closing, Seller shall deliver to Purchaser copies of the closing documents (including but not limited to the Deed) for Purchaser's reasonable right of approval. Section 14. 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, or (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. (b) The address of Buyer under this Contract is: City of Fort Worth With a copy to: Property Management Department Leann D. Guzman 200 Texas Street City Attorney's Office Fort Worth, Texas 76102 200 Texas Street Attn: Roger Venables Fort Worth,Texas 76102 Telephone: 817-392-6334 Telephone 817-392-7600 (c) The address of Seller under this Contract is: YMCA of Metropolitan Fort Worth 512 Lamar Street, Suite 400 Fort Worth, Texas 76102 Attn: Mr. Todd Baker, SVP/ (d) From time to time either party may designate another address or fax number under this Contract by giving the other party advance written notice of the change. Section 15. 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. (b) If(1) Seller fails or refuses to timely consummate the sale of the Property pursuant to this Contract at Closing, (2) at the Closing any of Seller's representations, warranties or covenants contained herein is not true or has been breached or modified, or (3) Seller fails to perform any of Seller's other obligations hereunder either prior to or at the Closing for any reason other than the termination of this Contract by Seller pursuant to a right so to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, then Purchaser shall have the right to: (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing and neither party hereto shall have any further rights or obligations hereunder; (ii) waive, prior to or at the Closing, the applicable objection or condition and proceed to close the transaction contemplated hereby in accordance with the remaining terms hereof; (iii) enforce specific performance of Seller's obligations under this Agreement; or (v) institute an action for damages against Seller. Section 16. Survival of Obligations. To the extent necessary to carry out the terms and provisions hereof, the terms, conditions, warranties, representations, obligations and rights set forth herein shall not be deemed terminated at the time of the Closing, nor shall they merge into the various documents executed and delivered at the time of the Closing. All representations and warranties by Seller in this Agreement (i) will expire two years after the Closing as to matters for which Purchaser has not provided written notice to Seller within such period of time; and (ii) will expire as to all matters specified in any such written notice to the extent that such matters are not resolved or made the subject of litigation instituted prior to the expiration of three years after the Closing. Section 17. Entire Contract. This Contract (including the attached Exhibits) contains the entire contract between Seller and Purchaser, and no oral statements or prior written matter not specifically incorporated herein is of any force and effect. No modifications are binding on either party unless set forth in a document executed by that party. Section 187. Assigns. This Contract inures to the benefit of and is binding on the parties and their respective legal representatives, successors, and assigns. Neither party may assign its interest under this Contract without the prior written consent of the other party. Section 19. Taking 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 20. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. Section 21. 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 22. Venue. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that County. Section 23. 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 24. Business Days/Effective Date. If the Closing or the day for performance of any act required under this Contract falls on a Saturday, Sunday, or legal holiday, then the Closing or the day for such performance, as the case may be, shall be the next following regular business day. The date on which the Title Company receipts a copy of the Contract is the"Effective Date." Section 25. Counterparts. This Contract may be executed in multiple counterparts, each of which will be deemed an original,but which together will constitute one instrument. Section 26. Terminoloay. The captions beside the section numbers of this Contract are for reference only and do not modify or affect this Contract in any manner. Wherever required by the context, any gender includes any other gender,the singular includes the plural, and the plural includes the singular. Section 27. Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Contract and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party is not to be employed in the interpretation of this Contract or any amendments or exhibits to it. Section 28. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Contract,the prevailing party or parties are entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party or parties may be entitled. Section 29. Seller's Personal Property. Seller, within thirty (30) following Closing, shall remove its Personal Property. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] This Contract is EXECUTED as of the Effective Date. SELLER: YMCA of Metropolitan F t�orth By: f Date: PURCHASER: CITY OF FORT WORTH,TEXAS By: Jesus J. Chapa,Assistant City Manager �F°Rr� Attest: , �► `'�,� :T e-�City Secretary .. M&C Date: /q APPROVED AS TO LEGAT ITY AND FORM Y, ilwo laut--- A istant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all per nee and reporting requirements. z hl VA a e pl ee Title By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of this Contract. TITLE COMPANY: By: Name: Title: Date: City of Fort Worth, Texas Mayor and Council Communication DATE: Tuesday, March 19, 2019 REFERENCE NO.: L-16192 LOG NAME: 21YMCA CALMONT LVT RISE SUBJECT: Authorize Acquisition of 8201 Calmont Avenue from YMCA of Metropolitan Fort Worth, in the Amount of $245,500.00 and Pay Estimated Closing Costs Up to $3,000.00 for a Park and Community Center, Dedicate a Portion of the Property as Park Land, Authorize the Execution of a Lease Agreement with LVTRise, a Non-Profit Corporation, to Provide Programs and Services that Benefit the Community, and Adopt Appropriation Ordinances (COUNCIL DISTRICT 3) RECOMMENDATION: It is recommended that the City Council: 1. Authorize acquisition of fee simple interest in approximately 5.033 acres of land, more or less, and improvements, being all of Lot D, Block 6, West Plaza Addition, City of Fort Worth, Tarrant County, Texas, also known as 8201 Calmont Avenue, Tarrant County, Texas, 76107, from YMCA of Metropolitan Fort Worth, in the amount of$245,500.00 and pay estimated closing costs up to $3,000.00 for a park and community center in west Fort Worth; 2. Authorize the City Manager or his designee to negotiate and execute a contract of sale and purchase agreement with YMCA of Metropolitan Fort Worth, in the amount of$245,500.00; 3. Authorize the City Manager or his designee to execute, accept, and record the appropriate closing documents to complete the transaction; 4. Dedicate approximately 4.343 acres of land as Calmont Park, with the balance of land reserved for other use as determined by the City; 5. Authorize the City Manager or his designee to negotiate and execute a Lease Agreement with LVTRise, a non-profit corporation, for use of property and improvements located at 8201 Calmont Avenue to provide programs and services that benefit the community; 6. Adopt the attached ordinance increasing appropriations in the PACS Dedication Fees Fund in the amount of$500,000.00, from available funds, for the purpose of paying costs of parkland and recreational improvements; and 7. Adopt the attached ordinance adjusting appropriations in the General Capital Projects Fund by reducing estimated receipts and appropriations in the Future Community Partnerships Project by $692,400.00 and increasing estimated receipts and appropriations in the LVTRise Project by the same amount, for the purpose of paying acquisition and closing costs of non-parkland and funding the City's half of Phase I renovation of the buildings. DISCUSSION: The purpose of this MSC is to authorize the purchase of approximately 5.033 acres of land and improvements located at 8201 Calmont Avenue, Fort Worth, Texas 76116 owned by the YMCA of Metropolitan Fort Worth (YMCA) for use of the improvements as a community center, authorize the execution of a lease agreement with LVTRise to facilitate the delivery of programs and services that Logname: 21 YMCA CALMONT LVT RISE Page 1 of 4 benefit the community, appropriate funding for facility renovation, capital maintenance, park improvements, and operating expenses, and dedicate 4.343 acres of the land as park land. The LVTRise project is a cooperative effort by private companies, human service organizations and government agencies dedicated to improving the lives of people living in the Las Vegas Trail area. Entities participating in the project are committed to providing resources and financial support for LVTRise's program objectives that focus on education, public safety, delivery of social services, economic development, and health and wellness. The LVTRise non-profit was incorporated in late 2018 to take the lead in implementing the project and providing programming. Property Acquisition: The YMCA has agreed to sell the property to the City for$245,500.00, plus estimated closing costs in the amount of$3,000.00. The property includes approximately 5.033 acres of land, two buildings containing in the aggregate 12,650 square feet, a parking lot, and recreation amenities. The purchase price includes the removal of the existing swimming pool which will be completed by the YMCA prior to closing. Of the 5.033 acres of land and improvements being acquired, approximately 0.69 acre of land, as depicted on the attached site map, will be acquired with non-park funds and will not be dedicated park land and instead reserved for future growth opportunities aligned with the LVTRise project or other public purposes. Park Dedication Fees in the amount of$206,100.00 and Community Partnership Funds in the amount of$42,400.00 will be used for the purchase of the property. Use of park dedication fees was determined to be appropriate in light of the stated purpose of the Neighborhood and Community Park Dedication Policy, which is the "provision of adequate park and recreational areas with needed facilities." (M&C G-1 4225R, M&C G-19470). In addition, with the estimated market value of the property being $1,680,000.00 according to a recent appraisal, value in excess of the purchase price more than provides the desired one-to-one match for expenditure of Community Partnership dollars. Building Renovations and Site Improvements: The existing building and site related improvements are in need of renovation in order to accommodate new programming needs, address ADA accessibility, and perform capital upgrades, including, but not limited to, roof and HVAC replacement. The total estimated cost for all building renovation and related site improvements is $3,200,000.00. However, in order to meet current LVTRise project objectives, building renovations and site improvements will take place in phases. Phase I will include the renovation of one building containing approximately 5,625 SF, replacement of HVAC and roofs for both buildings, and park related site improvements. The building renovations included in Phase I have an estimated total budget of$1,300,000.00, which will be split equally between the City and LVTRise. Future building improvements will be proposed as funding becomes available. Park related site improvements would be paid out of the $270,610.00 in park dedication funds that are projected to remain after paying for park acquisition and related costs. Design for Phase I building renovation and park improvements could begin as early as June 2019 with a completion of December 2019. The estimated date to commence construction would be May 2020 with a target completion date of April 2021, Operating, Maintenance and Program Costs: As a government agency partner in the LVTRise project, the City has committed $300,000.00 annually over the next three (3) years to fund a portion of the capital maintenance and operating expenses associated with the project. The City will utilize $130,000.00 of the annual amount to fund capital maintenance and repairs to the buildings and non-park site related improvements, and will contribute $170,000.00 toward building operating and programming expenses. LVTRise will be responsible for remaining operating and programming expenses. In addition, through the Park and Recreation Department, the City will provide mowing and other park-type Logname: 21YMCA CALMONT LVT RISE Page 2 of 4 maintenance of grounds with the costs for FY2019 absorbed in the current budget, and full-year funding of $14,000.00 is to be allocated in the Park & Recreation Department's base budget beginning in FY2020. Phase I Budget City Contribution_ LVTRise Property Acquisition $ 248,500.00 $ — 248,500.00 Preliminary Feasibility and Conceptual Design( 16,800.00 $ 16,800.00 Services[ Survey $ 6,490.Oor 6,490.00 Capital Improvements _ Renovation Cost $ 1,300,000.00 $ 650,000.00 $ 650,000.00 Park Development(—$ 270,610.001— $ 270,610.00 Facility Maintenance, Repairs and Reserves $ 130,000.001— $ 130,000.00 Programming and Operating Expenses 1 $ 340,000.00 —$ 170,000.001 $ 170,000.00 otals $ 2,312,400.00 LVTRise Lease: The property and improvements will be leased to LVTRise, who, as consideration for the lease, will be responsible for delivery of programs and services that align with the objectives of the LVTRise project and provide recreational opportunities for the community. In addition, LVTRise will be responsible for the general upkeep of the buildings, janitorial, pest control and utilities. The City will be responsible for capital maintenance and repairs to the building envelope, and major mechanical and electrical components. The term of the lease will be five (5) years with year to year renewal options with the City's consent. Adoption of the attached ordinances will: 1. Provide funding from Park Dedication Fees in the amount of$500,000.00 for the Park & Recreation Department (PARD) for costs of due diligence on the site and structures, property acquisition, and a portion of the costs of design and construction of recreational and support facilities typically associated with the development of traditional public park; and 2. Provide funding from Community Partnership Funds in the amount of$692,400.00 for acquisition of the reserved site and the design, administration, and construction costs associated with the renovation and repair of existing buildings and related infrastructure improvements. Note - Funding for the City's contribution toward the first year of annual operating and capital maintenance costs in the amount of$300,000.00 was included in adopted budget of the Neighborhood Services Department for FY2019. FISCAL INFORMATION /CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation, funds are available in the current capital budgets, as appropriated, of the General Capital Projects Fund and the PACS Dedication Fees Fund. Prior to an expenditure being incurred, the participating department has the responsibility to validate the availability of funds. FUND IDENTIFIERS (FIDs): TO Fund Department ccoun Project JProgram ctivity Budget Reference # moun ID ID Year Chartfield 2 FROM Fund Department ccoun Project Program ctivity Budget Reference # mount! ID ID Year Chartfield 2 Logname: 21 YMCA CALMONT LVT RISE Page 3 of 4 CERTIFICATIONS: Submitted for City Manager's Office by: Fernando Costa (6122) Roger Venables (6334) Originating Department Head: Richard Zavala (5704) Additional Information Contact: David Creek (5744) ATTACHMENTS 1. 80LasVegasTrailRise FIDS.pdf (CFW Internal) 2. LVTRise 1295-Signed Redacted.pdf (Public) 3. MC 21 YMCA CALMONT LVTRISE Non-Parkland Reservationdocx.pdf (Public) 4. MC FID ATTACHMENT v5 LVTRise(5621).pdf (CFW Internal) 5. MC FID ATTACHMENT v5 LVTRise.pdf (CFW Internal) 6. Rec 6- Park Dedication AO v2.docx (Public) 7. Rec 7 - Gen Capital AO.docx (Public) 8. YMCA Calmont Form 1295 Redacted.pdf (Public) Logname: 21YMCA CALMONT LVT RISE Page 4 of 4