Loading...
HomeMy WebLinkAboutContract 35674 CITY SECRETARY3�51 � CONTRACT NO. TERMINATION AND RELEASE AGREEMENT This TERMINATION AND RELEASE AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation organized under the laws of the State of Texas, and the COUNTY OF TARRANT, a County organized under the laws of the State of Texas. RECITALS The City and County hereby agree that the following statements are true and correct and constitute the basis upon which the City and County have entered into this Agreement: A. The City owns approximately thirty-six (36) acres of real property located on the southeast corner of North Commerce Street and North Fifth Street in the City (the "Property"), as more specifically depicted and described in Exhibit "A", attached hereto and hereby made a part of this Agreement for all purposes. B. On or about May 21, 2003 the City and County entered into an Interlocal Cooperation Agreement (the "Interlocal Agreement") pursuant to which the County agreed to construct a parking lot on a portion of the Property (defined in the Interlocal Agreement and herein as the "New Parking Lot") and, in return, the City agreed to grant the County non-exclusive license to use a portion of the Property, including the New Parking Lot, for juror service and other County-related parking. The Interlocal Agreement is a public document on file in the City Secretary's Office as City Secretary Contract No. 28745. C. The City has the right to terminate the Interlocal Agreement prior to its expiration date of December 31, 2033 if, among other things, the City, in its sole but reasonable discretion, determines that the New Parking Lot could be used for a better public purpose than as a surface parking lot. However, if the City terminates the Interlocal Agreement for this reason during the first fifteen (15) years of the term, the City must reimburse the County for the unamortized value of the County's projects on the New Parking Lot (defined in the Interlocal Agreement as the "Final Accounting"), calculated on a sliding-scale basis as set forth in Section 12.3 of the Interlocal Agreement. D. BLG Northside Development, LP ("BLG") wishes to purchase the Property from the City in order to develop the Property into a mixed-use development in accordance with the City's 2007 Comprehensive Plan, adopted by the City Council on February 20, 2007 pursuant to Ordinance No. 17413-02-2007, and as authorized by that certain Lease Agreement and Option to Purchase between the City and BLG dated as of November 1, 2005 and on file in the City Secretary's Office as City Secretary Contract No. 33441. Pursuant to City Zoning Docket Nos. ZC-07-119 and SP-07-036, approved by the City Council on July 24, 2007, and M&C C-22280, approved by the City Council Pagel of 3 Termination and Release Agreement between City of Fort Worth and County of Tarrant (Interlocal Agreement re: Cytec Parking Lot) on July 31, 2007, the City Council has approved BLG's development plan for the Property and authorized a sale of the Property, contingent on, among other things, BLG's assumption and discharge of all of the City's obligations to the County under the Interlocal Agreement. E. BLG and the County have entered into that certain Parking Agreement of even date herewith pursuant to which the County will have the right to use the Property generally in accordance with the same terms and conditions as provided in the Interlocal Agreement (the "BLG/County Agreement"). The BLG/County Agreement specifically provides that BLG will pay the Final Accounting in accordance with Section 12.3 of the Interlocal Agreement if BLG terminates the BLG/County Agreement. Accordingly, the County is willing to allow the City to terminate the Interlocal Agreement in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and County agree as follows: AGREEMENT 1. INCORPORATION OF RECITALS. The City and County hereby find and agree that the recitals set forth above are true and correct and form the basis of this Agreement. 2. TERMINATION OF INTERLOCAL AGREEMENT. The Interlocal Agreement is hereby terminated by the City pursuant to Section 12.3 of the Interlocal Agreement. The County hereby waives its right to sixty (60) calendar days' advance written notice of such termination. 3. RELEASE. Notwithstanding anything to the contrary in the Interlocal Agreement, the County hereby releases and discharges the City from any further obligation or liability imposed on the City under the Interlocal Agreement, including, but not limited to, the obligation to reimburse the County any portion of the Final Accounting pursuant to Section 12.3 of the Interlocal Agreement. To the actual knowledge of the County, as of the effective date of this Agreement the City is not in default in the performance of any covenant, obligation, condition or provision of the Interlocal Agreement. Page 2 of 3 Termination and Release Agreement between City of Fort Worth and County of Tarrant (Interlocal Agreement re:Cytec Parking Lot) 4. ENTIRETY OF AGREEMENT. This Agreement contains the entire understanding and agreement between the City and the County as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with the terms and conditions of this Agreement. EXECUTED as of the later date below: CITY OF FORT WORTH: COUNTY OF TARRANT: By: YBy: — Dale Fisseler Glen Whitley Assistant City Manager County Judge Date: 6` _ / Date: Attested By: By or r) /r J.D. ohnson Commissioner, Precinct Four i4arty Hemirtx City Secretar - Date: APPROVED AS TO FORM/LEGALITY: APPROVED AS ORM- By: _ By: Peter Vaky Name: Assistant City Attorney Assistant District Attorney* M&C: none required * By law, the District Attorney's Office may only advise or approve contracts or legal documents on behalf of its clients. It may not advise or approve a contract or legal document on behalf of other parties. Our view of this document was conducted solely from the legal perspective of our client. Our approval of this document was offered solely for the benefit of our client. Other parties should not rely on this approval and should seek review and approval by their own respective attorney(s). Page 3of3rr1'�'jl `„a r Termination and Release Agreement V between City of Fort Worth and County of Tarrant (Interlocal Agreement re:Cytec Parking Lot) � ' � kT , T EM, Z LA GRAVE FIELD 'N do GZ N� I 'L NO tn� P P F�F Z Z� STREET RECONSTRUCTION Exhibit "A„